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1
THESSALONIKI PORT AUTHORITY
SOCIETE ANONYME
(ThPA SA)
TRADE REG. NO. 42807/06/Β/99/30
GEMI No. 58231004000
Registered Office: Thessaloniki
Annual Financial Report
for the Fiscal Year
from January 1 until December 31, 2022,
pursuant to Article 4, Law 3556/2007.
Based on the International Financial Reporting
Standards as they have been adopted by the
European Union
2
Contents
Α. Statements by Members of the BoD
.....................................................................................................
5
B. Management Report by the Board of Directors of
..................................................................................
6
C. Corporate Governance Statement, pursuant to art. 152, Law 4548/2018
..............................................
27
D. Independent Auditors’ Report
...........................................................................................................
63
E. Annual Financial Statements
.............................................................................................................
73
Financial Position Statement for Group and Company
......................................................................
73
Comprehensive Income Statement for Group and Company
.............................................................
75
Statement of Changes in Equity for Group and Company
..................................................................
76
Cash Flow Statement for Group and Company
.................................................................................
78
F. Notes on the Annual Financial Statements
..........................................................................................
80
1.
Incorporation and Company activity
...............................................................................................
80
2.
Legal Framework
..........................................................................................................................
80
3.
Concession agreement for the right of use and exploitation of the terrestrial port zone of the Port of
Thessaloniki
........................................................................................................................................
81
4. Framework for the preparation and basis for the presentation of the financial statements
......................
82
4.1. Framework for the preparation
................................................................................................
82
4.2. Presentation basis
.................................................................................................................
82
4.3. Standards-Amendments and Interpretations in force since 01.01.2022
........................................
83
4.4. Important judgments, estimates and assumptions
....................................................................
85
5. Summary of significant accounting policies
.........................................................................................
89
5.1 Consolidation
..........................................................................................................................
89
5.2 Foreign currency
.....................................................................................................................
90
5.3 Property Investments
..............................................................................................................
91
5.4 Tangible fixed assets utilized for own purposes
..........................................................................
91
5.5 Intangible assets
.....................................................................................................................
93
5.6 Impairment of assets
...............................................................................................................
93
5.7 Financial Instruments
..............................................................................................................
93
5.8
Income taxation (Current and Deferred)
................................................................................
97
5.9 Inventories
.............................................................................................................................
98
                              
3
5.10 Cash and equivalents
.............................................................................................................
99
5.11 Share capital
.........................................................................................................................
99
5.12 Provisions for risks and expenses and contingent liabilities/receivables:
......................................
99
5.13 State subsidies
......................................................................................................................
99
5.14 Dividends
...........................................................................................................................
100
5.15 Income recognition
..............................................................................................................
100
5.16 Earnings per Share
..............................................................................................................
102
5.17 Post service personnel benefits
.............................................................................................
102
5.18 Leases
................................................................................................................................
104
5.19 Expenses
............................................................................................................................
105
5.20 Investments in subsidiaries
..................................................................................................
105
6. Risk Management
...................................................................................................................
106
6.1
Market Risk
.......................................................................................................................
106
6.2
Credit risk
..........................................................................................................................
106
6.3
Liquidity risk
......................................................................................................................
108
6.4
Capital risk management
.....................................................................................................
109
6.5
Fair value
..........................................................................................................................
110
6.6
Economic conjuncture risk - Macroeconomic business environment in Greece
...........................
111
7.
Segmental reporting
...........................................................................................................
112
7.1
Financial data per segment
.................................................................................................
113
7.2 Calculation of earnings before tax, financial results and total depreciations (EBITDA)
..................
119
8. Item analysis & other disclosures
....................................................................................................
120
8.1
Investment property
...........................................................................................................
120
8.2
Tangible Assets
..................................................................................................................
121
8.3
Intangible Assets
................................................................................................................
124
8.4
Right of use asset
...........................................................................................................
125
8.5 Long-term and other receivables
............................................................................................
128
8.6 Inventories
...........................................................................................................................
129
8.7 Trade receivables
..................................................................................................................
129
8.8
Advances and other receivables
...........................................................................................
133
8.9 Cash and cash equivalents – Other financial assets
..................................................................
135
                               
4
8.10
Equity
...........................................................................................................................
136
8.11
Provisions for liabilities to employees
...............................................................................
137
8.12
Other provisions
.............................................................................................................
138
8.13
Other long-term liabilities
................................................................................................
138
8.14
Short-term liabilities
.......................................................................................................
138
8.15
Income taxes payable
.....................................................................................................
140
8.16
Sales
.............................................................................................................................
141
8.17
Cost of sales
..................................................................................................................
141
8.18
Other revenue and profits
...............................................................................................
142
8.19
Administrative Expenses
....................................................................................................
143
8.20
Distribution Expenses
.....................................................................................................
143
8.21
Number of personnel and payroll cost
..................................................................................
144
8.22 Other expenses and losses
...................................................................................................
145
8.23 Financial income (expenses)
.................................................................................................
145
8.24
Income tax (current and deferred)
.......................................................................................
146
8.25 Dividends
...........................................................................................................................
148
8.26 Transactions with related parties
...........................................................................................
148
8.27
Commitments, Contingent receivables – liabilities and Guarantees
......................................
151
8.28
Leasing
.........................................................................................................................
153
8.29
Earnings per share
.........................................................................................................
155
8.30
Events after the date of the financial statements
...............................................................
156
                     
 
5
Α. Statements by Members of the BoD
(pursuant to article 4, par. 2c, Law 3556/2007)
The members of the Board of Directors of Public Limited Company with trade name “THESSALONIKI PORT
AUTHORITY” and trade title “ThPA. S.A.” (hereinafter referred to as the “Company”), located in Thessaloniki
in the premises of the Port:
1.
Athanasios Liagkos, son of Eleftherios, Executive Chairman of BoD & Managing Director
2.
Panagiotis Michalopoulos, son of Angelos, Member of the Board of Directors, specifically appointed for
this by virtue of the decision no 7730/06-04-2023 of the Board of Directors,
3.
Angeliki Samara, son of Dimitrios, Member of the Board of Directors, specifically appointed for this by
virtue of the decision no 7730/06-04-2023 of the Board of Directors
in our aforementioned capacity, declare and warrant by the present that insofar as we know:
The separate and consolidated financial statements of Société Anonyme “ThPA S.A.” for the fiscal year
01.01.2022-31.12.2022, prepared in accordance with EFFECTIVE International Financial Reporting
Standards, as adopted by E.U., reflect in a true manner the assets and liabilities, the equity and the total
comprehensive income of the Company, as well as of the companies included in the consolidation in
aggregate.
The annual Board of Directors Report presents in true manner development, performance, and position
including the description of main risks and uncertainties they face the Company and the Group.
Thessaloniki, 06/04/2023
The BoD Executive Chairman &
Managing Director
The Member appointed by
the BoD
The Member appointed by
the BoD
Athanasios Liagkos
ID Card no. AK 148312
Panagiotis Michalopoulos
ID Card no. ΑΝ 500394
Angeliki Samara
ID Card no. S 492406
 
6
B. Management Report by the Board of Directors of
ThPA “ThPA S.A.”
TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
Dear Shareholders,
We submit, for your approval, the separate and consolidated financial statements of the Company and the
Group ThPA S.A. for the financial year 1.1.2022 – 31.12.2022.
The present corporate and consolidated financial statements have been prepared in compliance with the
International Financial Reporting Standards (IFRS) as adopted by the European Union, the implementation of
which is obligatory for the Company and the Group and for fiscal years that end on or after 31.12.2004, since
it is listed on the Athens Stock Exchange. The Report based on the relevant provisions of Law 4548/2018 (article
153), of Law 3556/2007 (Gov. Gaz. 91
Α
/30.4.2007, article 4) and the implemented decisions by the Hellenic
Capital Market Commission issued on it and especially decision no. 8/754/14.04.2016 of the Board of Directors
of the Hellenic Capital Market Commission and Law 3016/2002 on corporate governance.
1.
Nature of activities:
1.1.
The purpose of the Company and the Group as described in Article 3 (3) of its Statute is to fulfill the
obligations, conduct the activities and exercise the opportunities arising from the initial Concession
Agreement between the Company and the Greek State of 27 June 2001 regarding the use and
exploitation of certain areas and assets at the Port of Thessaloniki as amended and in force.
1.2.
Activities of the Group and Company
In order to fulfill their purpose, the Group and the Company may, by way of illustration and not
limitation:
Make use of all the rights granted under the Concession Agreement and maintain, develop and
operate the assets under concession as set out in the Concession Agreement.
Provide services and facilities to ships, cargoes and passengers including shipboard mooring as
well as cargo and passenger handling to and from the port.
Install, organize and operate all port infrastructure.
Engage in any activity related to the Port of Thessaloniki and any commercial activity related to
the Port of Thessaloniki or reasonably incidental to it.
Contracts with third parties for the provision by them of port services of any kind.
Award works contracts.
 
7
Engage in any additional activity that is advisable or routine for the proper conduct of its
business and its operations in accordance with the Concession Agreement; and
To Undertake any activity, transaction or action other than those conducted by commercial
companies in general.
Its business activities concern the provision of services:
to unitized cargo (containers),
in conventional cargo (bulk, general, RO-RO),
to cruise ships and cruise passengers,
to ships (anchoring, berthing and other services),
in car parking services &
the use of premises for commercial and other uses
intermodal transport services and dry cargo terminal services
1.3.
The Port’s competitive environment is determined by its geographic location, the type,
origin/destination of the transported cargoes, the quality and cost of the services rendered and
includes ports with different operating features.
The wider geographic territory presently served by the Port of Thessaloniki is:
the Northern Regions of Greece
the Republic of Northern Macedonia, South Western Bulgaria and Southern Serbia.
the Black Sea countries.
ThPA S.A. intends to attract new major clients from the Republic of Northern Macedonia, SW Bulgaria
and North Serbia by upgrading its infrastructure, procuring of the necessary equipment and, in
parallel, improving the performance of its marketing and sales services.
1.4.
The key clients of the Group and the Company are industrial companies, shipping agents, container
transportation companies, freight transport companies, while its sales are marketed:
through a system of affiliated shipping agents representing third parties.
by direct contact and negotiation between ThPA S.A. and the officers of the clients.
1.5
The Group and the Company has the exclusive right for the use and exploitation of the land, buildings
and facilities at the Terrestrial Zone in the Port of Thessaloniki, which is owned by the Greek State.
8
The terrestrial port zone of ThPA S.A. covers an area of roughly 1.550.000 m², and extends along
roughly 3.500 meters. It possesses of 6.200 meters of wharfs with a net depth up to 12 meters, 6
piers, administration and technical support buildings, warehouses, depots, special equipment and
other facilities.
The aforementioned exclusive right was vested to ThPA S.A. for 40 years, by virtue of the concession
contract dated June 27, 2001 between the Greek State and ThPA S.A. and expiring (after expansion)
in the year 2051. As mentioned below, on February 02, 2018, an amendment to the consolidated
version of the Concession Agreement dated 27 June 2001 was amended and codified, with an annual
grant amount equal to 3.5% of the consolidated income.
1.6
The driving force for the Group and the Company is its personnel, which is divided into the clerical
personnel (Administrative, Technical, Auxiliary) and the longshoremen. In 2022 the Group employed
499 FTEs (2021: 467 FTEs) and the Company 497 FTEs (of whom 319 were regular personnel, 111
longshoremen and 67 Technical Institute of Education (TEI) students, Hellenic Manpower
Organization (HMO) apprentices and temporary personnel), against 466 in 2021 (292 regular, 119
longshoremen and 55 TEI students, HMO apprentices and temporary personnel). Labor relations are
regulated by the General Personnel Regulation, the National General Collective Agreement, or the
Sectoral (Industry-wide) or similar-profession Contracts, while the remuneration of the employees
are governed by the Operational Collective Agreement for regular personnel and longshoremen. The
company invests in the continuous training and briefing of its personnel by virtue of educational and
training programs and seminars on general issues, such as communication, management, economics,
hygiene and safety.
2.
Goals and strategies
2.1.
The Port of Thessaloniki is the first transit Port in Greece with respect to conventional cargo. It is the
closest port in the European Union to the Balkan and Black Sea countries, provides security for
cargoes in transit and has a natural sea entrance that can accommodate deep-water vessels. One of
its advantages is the Container Terminal, operating on a 24-hour basis with fixed rates, the operation
of the Conventional Port with two shifts and high level equipment and the “Free Zone” which is one
of the 58 in operation throughout the European Union and aimed to principally facilitate and develop
trade between EU Member-States and third countries.
2.2.
The aim of the strategy of the Group and the Company is to increase their shareholders’ assets, by:
maintaining the important (dominating) position the Port holds with respect to its area and
elevating it to become the principal Port in the Balkans;
reinforcing its role in the Eastern Mediterranean as a center for combined transports, and
9
evolving into a transit hub and important Regional Port-Gateway for the Southeastern
European markets, where a significant share will be held by the handling of containers in
transit.
2.3.
The main goal of the Company's pricing policy is to offer professional and efficient services at
competitive prices.
2.4.
It is a key objective for the Group and the Company to provide efficient services to its customers,
while providing a healthy and secure working environment for its employees. For this reason, they
are in a constant effort to modernize and renew their mechanical equipment as well as to further
develop their infrastructure. Based on the concession contract signed on February 2, 2018 between
ThPA S.A. and the Greek State, ThPA S.A. is obligated to invest in infrastructure projects and handling
equipment amounting to €180 million under certain conditions 2026.
3. Financial developments and fiscal year performance (financial and non-financial indexes)
Analyzing the results for 2022 it is noteworthy to mention that the Port of Thessaloniki handled 7,756,939 tons
of cargo compared to 8,771,998 in 2021 (-11.57%), 463,207 containers (TEU's) compared to 471,063 in 2021
(-1.65%) and 1,998 vessels compared to 1,853 in 2021 (+7.83%).
3.1.
Given these facts, bulk cargo traffic showed a decrease compared to 2021 by 18.11%, general
cargo showed an increase by 14.16%, RO-RO cargo traffic decreased by 20.42% and unitized
cargo (S/C) showed a decrease by 1.65% in TEU's.
3.1.1.
Based on the above, and despite the decrease in turnover, the Company's turnover
for the financial year 2022 amounted to € 80,561 thousand (Group € 82,245 thousand)
compared to € 76,890 thousand (Group € 77,863 thousand) for the corresponding financial
year 2021, representing an increase of 4.77% (Group 5.63%). This increase is due to the
4.21% increase in sales in Conventional Terminal, 0.84% in the Conventional Port and 25.07%
in Launching Premises, while Passenger Terminal, for the second consecutive year, showed a
strong increase in turnover of 62.63%. Finally, from August 2022, a new service was added,
intermodal transport to Serbia, which generated revenues of € 595 thousand.
3.1.2.
Regarding expenses, it is noted that personnel remuneration & expenses seem higher
by 3.60%, due to the increase in the number of personnel compared to 2021 (especially from
July 2022 onwards) and the severance given to the former Chief Executive Officer/CEO and
the Chief Financial Officer. Third party fees & expenses increased by 1.76%, while third party
benefits increased by 21.00% mainly due to increase in electricity & gas, water, and port
10
security costs. Taxes - Duties are shown increased by 31.13% due to stamps on intercompany
loans. Miscellaneous expenses increased by 64.10% mainly due to the cost of the new
intermodal service to Serbia. Financial expenses increased by 1.56%. Depreciation increased
by 14.00% due to the purchase of new machinery, computer equipment and software
programs. Expenses for personnel severance provisions increased by € 381 thousand mainly
due to the increase in service costs compared to 2021. Finally, the cost of materials and spare
parts for fixed assets increased by 52.13% due to the increase in the cost price of diesel fuel,
machinery and various other consumables.
Income tax, despite the increase in sales, shows a decrease of € 504 thousand (at a rate of
8.23%) due to the disproportionate increase in cost of sales.
3.1.3
As a result of the increase in sales and cost of sales, gross profit amounted to € 34,395
thousand (Group € 33,832 thousand), compared to € 36,969 thousand in 2021 (Group € 36,182
thousand in 2021), representing a decrease of 6.96% (6.50% decrease for the Group). Profit
before tax amounted to € 25,406 thousand (Group € 24,214 thousand), compared to € 27,225
thousand & € 25,912 thousand for the Group in 2021, showing a decrease of 6.68% (decrease
of 6.55% for the Group), while profit after tax amounted to € 19.786 thousand (Group € 18,594
thousand), compared to € 21,100 thousand in 2021, (€ 19,787 for the Group), representing a
decrease of 6.23% (decrease of 6.03% for the Group).
3.2.
Also in preparing the accompanying separate and consolidated financial statements in accordance
with International Financial Reporting Standards, the below accounting principles and depreciation
rates were followed:
The valuation of assets was performed by:
the fair value method for the land plots (investment real estate), as determined by the
independent surveyor on 31.12.2022;
the historic cost method for intangible and tangible fixed assets;
an actuarial survey with respect to post-service liabilities towards the employees;
the commercial transaction values for other assets and liabilities, which, due to their
short-term nature, approach their corresponding fair values.
The straight-line depreciation method was followed for the depreciation of the fixed assets.
11
3.3.
Alternative performance measures
The Group and the Company utilize Alternative Performance Measures (APMs) in the context of
decision making regarding its financial, operational, and strategic planning and to evaluate and publish
their performance. Such APMs facilitate the better understanding of the Group and the Company’s
financial and operating results, its financial position as well as its cash flows statement. APMs should
be considered always combined with the financial results which have been prepared in compliance
with IFRS and are not intended to replace them under any circumstances.
The Group and the Company mainly use liquidity and turnover ratios, financial and operating profits
ratios, which were used to evaluate the Company’s performance and are indicative of the sector.
Liquidity Ratios
General liquidity ratio
The index is calculated by dividing Total Current Assets € 108,877 thousand (Group € 109,545
thousand) (2021: € 114,280 thousand and € 113,470 thousand for the Group) by Total Current
Liabilities € 22,508 thousand (Group € 22,877 thousand) (2021: € 19,791 thousand and € 19,251
thousand for the Group).
This index measures the balance of cash and cash equivalents over current liabilities.
The General Liquidity ratio is 4.84 (Group: 4.79) as of 31 December 2022 compared to 5.77 (Group:
5.89) as of 31 December 2021.
Quick or Acid test ratio
The index is calculated by dividing Other Financial Assets and Cash and cash equivalents € 92,264
thousand (Group 93,887 thousand) (2021: € 103. 009 thousand & € 103,285 thousand for the Group)
with total Current Liabilities € 22,508 thousand (Group € 22,877 thousand) (2021: € 19,791 thousand
& € 19,251 thousand for the Group).
This index shows how many times the Company's available assets cover its current and maturing
liabilities.
The Direct (Cash) Liquidity Ratio is 4.10 (Group 4.10) as at 31.12.2022, compared to 5.20 (Group
5.37) as at 31.12.2021.
Turnover Ratios
Collection of Receivables Turnover Ratio.
12
The index is calculated as the ratio of the average number of customer receivables multiplied by the
days in the period to Sales.
This index shows in how many days the company expects to collect its receivables, from the moment
the sales are made.
The Receivables Collection Cycle Ratio is 22 days (Group 22 days) as of 31 December 2022 compared
to 20 days (Group 20 days) as of 31 December 2021.
If customer advance payments received by the Company are included in the above ratio, the ratio is
given to 6 days (Group 6 days) as of 31.12.2022 compared to 1 day (immediate payment) (Group 1
day) as of 31.12.2021.
Operating Profits Indicators
EBITDA
The index is formed by the ratio of Profit before financial expenses, taxes, depreciation and
amortization of € 33,810 thousand (Group € 32,946 thousand), (2021: € 34,722 thousand & €
33,444 thousand for the Group) to Sales of € 80,561 thousand (Group € 82,245 thousand), (2021:
€ 76,890 thousand & € 77,863 thousand for the Group).
The EBITDA ratio was 41.97% (Group 40.06%) at 31.12.2022 compared to 45.16% (Group
42.95%) at 31.12.2021.
EBT index
The index is derived from the ratio of Profit for the period before tax for the Company € 25,406
thousand (Group € 24,214 thousand) (2021: € 27,225 thousand for the Company & € 25,912 thousand
for the Group) to Sales € 80,561 thousand (Group € 82,245 thousand), (2021: € 76,890 thousand for
the Company & € 77,863 thousand for the Group).
The index reflects the percentage of profit before tax on total sales.
The EBT index stood at 31.54% for the Company (Group 29.44%) as at 31.12.2022 (compared to
35.41% for the Company & 33.28% for the Group as at 31.12.2021) while the Net Profit to Sales
ratio stood at 24.56% for the Company (Group 22.61%) compared to 27.44% for the Company
(Group 25.41%) as at 31.12.2021.
3.4.
ThPA S.A. shares are listed in the Mid Cap category, in the sector “Industrial Goods & Service –
Transportation Services”. The Company’s share is included in the following indexes of Athens Stock
Exchange:
13
GD: Athex Composite Share Price Index
DOM: Athex All Share Index
SAGD: Athex Composite Index Total Return Index
HELMSI: Hellenic Mid & Small Cap Index
FTSED: FTSE/ATHEX High Dividend Yield Index
The share price from 01.01.2022 to 31.12.2022 decreased by 9.56 % from € 25.10 to € 22.70.
In the same period, the price of the General Index increased by 4.08%.
The share price on 31.12.2022 was given € 22.70 (31.12.2021: € 25.10). The book value of the share
(BV) was given € 17.87 (Group € 17.60) compared to € 17.32 (Group € 17.16) in fiscal year 2021,
while the share price to book value (PBV) was € 1.27 (Group € 1.29) compared to € 1.45 (Group €
1.46) in fiscal year 2021.
The ratio of the share price to earnings/share on 31 December 2022 (P/E) is given 11.56 (Group
12.31), compared to 11.99 (Group 12.79) in the fiscal year 2021.
Earnings per share after tax for the fiscal year
1.1.2022 - 31.12.2022 amount to € 1.96 (Group 1.84)
compared to € 2.09 (Group 1.96) for the fiscal year 1.1.2021 - 31.12.2021.
4. Environmental – labour issues and other information.
4.1
.
The current and non-current assets of the Company is not encumbered with restrictive liens in favor
of its creditors.
4.2
.
The Company established a wholly owned subsidiary in Sofia, Bulgaria in 2020 in accordance with its
strategy.
As of August 2022, a new intermodal service to Serbia has been launched.
The Company has no branches, except for a public relations office in Athens.
4.3
.
Moreover, in order to secure its assets and also its liability against third parties and its personnel for
damages, it has insured its fixed equipment (machinery – tools – vehicles and vessels – buildings) ,
conceded to it by the Greek State, against all risks and against civil liability and employer’s civil liability,
as well as the cargoes of its clients against civil liability etc.
4.4.
The primary concern of ThPA S.A. is the promotion and protection of environment:
1.
The company possesses the following environmental approvals for its operation and projects:
14
Prot. No. 18098/95 Approval of environmental terms for the project for the extension of the
6
th
pier of ThPA S.A.
Prot. No. 101850/06/06 Extension of the validity of the approval of environmental term
granted by the Joint Ministerial Decision with prot. no. 18098/95 for the extension of the 6
th
pier of ThPA S.A.
Prot. No. 144914/09 Amendment of the Joint Ministerial Decision for the Approval of
Environmental term with prot. no. 18098/95 for the project “Extension of the 6
th
pier of ThPA
S.A., located in the sea space of the Port of Thessaloniki”, the validity of which was extended
by the document with prot. no. 101850, issued by the General Director for the Environment
of the Ministry for the Environment, Physical Planning and Public Works.
Prot. No. 195175/11 Amendment of the Joint Ministerial Decision with prot. no. 18098/95 on
the Approval of Environmental Terms for the project “Extension of the 6
th
pier of ThPA S.A.,
located in the sea space of the Port of Thessaloniki”, the validity of which was extended by
means of the document with prot. no. 101850, issued by the General Director for the
Environment of the Ministry for the Environment, Physical Planning and Public Works with
respect to the gathering of materials from the sea and the installation of four (4) tanks for oil
waste by Company NORTH AEGEAN SLOPS – ILIAS ORFANIDIS
Prot. No. 203978/12 Approval of environmental terms for the “Operation of the Port of
Thessaloniki”.
Prot. No. 170059/14 Amendment of the Joint Ministerial Decision with prot. no. 18098/95 for
the Approval of the Environmental Terms for the project “Extension of the 6
th
pier of ThPA
S.A., located in the sea space of the Port of Thessaloniki”, as amended and in force, with
respect to the tanks for the storage of oil waste by Company NORTH AEGEAN SLOPS – ILIAS
ORFANIDIS.
Prot. No. 171836/14 Amendment of Decision with prot. no. 203978/21-12-2012 for the
approval of Environmental Terms for the project “Operation of the Port of Thessaloniki” with
respect to the storage of sodium hydroxide (NaOH) at pier 4.
Prot. no. 173239/14 Amendment of Decision with prot. no. 203978/21-12-2012 on the
Approval of the Environmental Terms for the project “Operation of the Port of Thessaloniki”
with respect to the installation of stations for refuelling vehicles with liquid fuel.
Prot. no. 151696/4-9-2015 Amendment of Ministerial Decision with prot. no. oik. 203978/21-
12-2012 on the Approval of the Environmental Terms for the project “Operation of the Port
of Thessaloniki”, with respect to the construction of a natural gas pipe and the installation of
cranes, gantry cranes and a medium voltage substation.
15
Prot. no. 101351/16 “Amendment of environmental terms for the Port of Thessaloniki for the
environmental licensing of water airport”.
Prot. no. 11067/18 Amendment of the environmental terms for project “Operation of the Port
of Thessaloniki” with respect to the operation of washing / lubrication facilities and the
extension of the implementation time for the Rainwater Drainage Management Plan.
Authorized Economic Operator (AEO) License for Security and Safety (AEOS) from the
Independent Authority for Public Revenue.
Prot. no. 77389/4779/15-10-2020 Modification of the environmental conditions of the project
for the extension of the 6th pier of the port of Thessaloniki.
2. Has developed, applies and possesses of a ISO 14001 certificate in the following fields: “Berthing of
commercial ships, loading and unloading of bulk cargoes and containers, storage and handling of
merchandise and other goods and berthing of passenger and cruise ships; concession of spaces for
commercial and cultural activities”.
3.
Possesses of an approved plan for the collection and management of ships' waste.
4. Possesses of emergency plans to deal with incidences relating to the pollution of the sea from oil and
hazardous and harmful substances.
On this basis, it is noted that the Company and the Group are active in Greece with the facilities in
Thessaloniki but also in Bulgaria with ThPA Sofia through its established subsidiary at the end of 2020,
where the consequences of climate change are more and more intense. In addition, as mentioned,
the activity of the Company is directly related to the management of the natural resources of the
port, therefore it may face difficulties due to climate change. The main challenge of the Company is
the assessment of the vulnerability of its activities in the face of climate change, as well as the
preservation of port resources and the response to expected climatic events that may affect its
operation. In this context, the Company and the Group face challenges related to the protection of
employees and its facilities from natural hazards, the adoption of additional measures to adapt and
manage the phenomenon of climate change, as well as reputation risks, which are associated with
changing perceptions. of the Social Partners, regarding the Company's contribution to an even more
extensive waste and pollutant management. For this purpose, the Company and the Group direct and
develop the appropriate strategies and initiatives for the Health and Safety Environment of ThPA that
support the set corporate objectives for the management of the environmental crisis.
5. Recycles all of the produced waste and in particular:
Lubricant oil waste
Used tyres
16
Batteries
Wood packaging
Metallic packaging
Lamps and lighting fixtures
Inert waste
Filters
Polluted sawdust
Ink toners
Electrical and electronic equipment waste
4.5.
Ever since 2007 ThPA S.A. has implemented the Port Facility Safety Plan of ThPA S.A., drawn up in
compliance with the I.S.P.S Code (International Ship and Port Facility Security Code), in order to
safeguard ships docking at Port facilities, cargoes handled by it, their personnel and passengers and
so on from any malicious activity.
4.6.
ThPA S.A. complies with all provisions and requirements of applicable Laws and regulations relating
to employment, Collective Labor Agreements, Company-level Employment Agreements and labor
relations, ratified International Labor Treaties, as well as Laws and Regulations in force on health and
safety at work.
There are company-level collective employment contracts, as well as regulations set by decisions by
the Board of Directors of ThPA S.A., such as the General Personnel Regulation, the Internal
Organization and Operation Regulation, the Hygiene and Safety Regulation.
4.7.
Beyond the liabilities and contingent liabilities included in the corporate and consolidated financial
statements and which are not expected to have significant impacts on the operation of the Group and
the Company and its financial status, the Group and the Company have no commitments arising from
past events which could result in an outflow of resources, nor any commitments due to onerous
contracts or reconstruction schemes that would pose any risks to their continuing operation.
4.8.
For the year ended 31 December 2022, the Company and the Group are not liable to disclose the
information referred to Article 8 of European Union registration regulation “Transparency of non-
financial statements about companies of Taxonomy Regulation (EU) 2020/852” since the average
personnel number during the financial year did not exceed five hundred employees.
 
17
5.
Dividend Policy
The Company’s dividend policy aims to satisfy its shareholders while, in parallel, to build reserves to finance its
investments
.
It is proposed that a sum of € 14.616 thousands from the net profits for fiscal year 2022 be
distributed as dividend, namely 1,45 €/share, pending on the approval by the Annual General Meeting of
Shareholders.
6.
Risk Management
6.1.
Financial Risk Factors
The Group and the Company are not exposed significantly to financial risks, such as market risk,
fluctuations of foreign exchange rates, market prices, credit risk or liquidity risk. Its financial
instruments mainly comprise of bank deposits (sight and time), as well as trade, other debtors and
creditors, and other financial instruments secondly.
6.2. Market Risk
Exchange rate risk: The Company trades with domestic and foreign customers and the transaction
currency is the Euro. The subsidiary in Bulgaria trades in BGN. BGN has a locked exchange rate with
the EURO which is the functional currency of the Group and the Company with an exchange rate of
1.95583 and therefore there is no foreign exchange risk.
Price risk
:
The Group and the Company are not exposed to price risk since it is a Service Provider and
are not affected by fluctuations in raw materials prices. The services they render are priced based on
their published pricelist, the prices of which are increased or decreased when it is deemed necessary
by the Group and the Company. Regarding cost of services provided, since it mainly comprises of
payroll costs, it is affected due to increases via inflationary trends.
Interest rate risk
:
The Group and the Company are not exposed to floating Interest Rate Risk and do
not have any loan liabilities.
Finally, the Group and the Company own, time and other deposits of
short-term duration, which are highly liquid.
6.3. Credit Risk
The exposure of the Group and the Company to credit risk is limited to their financial instruments.
The credit risk to which the Group and the Company are exposed with respect to their customers is
limited given, on the one hand, its large customer base and, on the other hand, that as a standard
practice it receives down payments or letters of credit prior to the commencement of works.
18
Additionally, with respect to the financial assets as well as the cash or equivalents, the management
of the Group and the Company applies a dispersion policy for the number of banks they do business
with, as well as a policy for assessing their creditworthiness.
6.4. Liquidity risk
There is no liquidity risk for the Group and the Company as their operating expenses are covered by
cash and cash equivalents, which account for 84.74% of current assets for the Company (Group
85.71%).
6.5. Capital risk management
The Group and the Company`s objectives in relation to capital management are to ensure the
potential of smooth operation in the future, in order to provide satisfactory returns to shareholders
and other participants and to maintain an ideal distribution of capital and thus to reduce the cost of
capital.
The Group and the Company may change the dividend to shareholders in order to maintain or adjust
its capital structure, return capital to shareholders, issue new shares or sell assets to reduce its debt.
The Group and the Company do not utilize loan capital and the leverage ratio is, therefore, zero.
6.6. Fair value
The amounts in the Statement of Financial Position for cash, receivables and short-term liabilities
approximate their corresponding fair values, due to their short-term maturity.
6.7. Supply chain
There are no suppliers, the interruption of collaborating with whom would jeopardize the operation
of the Group and the Company.
6.8. Economic conjuncture risk - Macroeconomic business environment in Greece
Τηε Management closely monitores and continuously evaluates the impact of the conflict in Ukraine
and its effects on the macroeconomic and financial environment, such as the energy crisis, the
increase in energy costs and bank interest rates, as well as inflationary pressures, and to a lesser
extent, the evolution of the COVID-19 pandemic, in order to ensure that all necessary actions and
measures are taken to minimize any impact on the Company's operations. The Management is not
able to fully and accurately predict possible developments in the Greek economy, however, based on
its assessment, it has concluded that no additional impairment provisions for the Company's financial
and non-financial assets are required as of 31 December 2022.
19
More specifically, the Group is constantly considering:
• Trade receivables recoverability of the given strict credit policy it applies and also the credit
security in each case.
• To ensure the level of sales due to the dispersion of its activities.
7.
Important events in fiscal year 2022
Despite the decrease in cargo traffic at both the Conventional and the Container Terminal, the Group achieved
an increase in total revenues, which had a significant impact on the financial statements.
Since the beginning of the COVID-19 pandemic, the Group's priorities have been and remain the
protection and safety of employees and society, the uninterrupted business operation, and the
uninterrupted availability of its products in the market. From the beginning of 2020, when COVID-19
began to spread globally, until today, the Group's management, adopting all hygiene protocols, has
developed, and implemented a plan to mitigate the potential threat of COVID-19 and ensure business
continuity.
Implemented measures to ensure the health of workers, within the existing legal framework. By
continuously monitoring and evaluating all developments, the Company's Management has additionally
focused on the following main points:
1. Safety of Employees, Partners, Customers, and IT systems.
2. Supply Chain for smooth and timely delivery of orders
3. Containment of operating costs.
Management believes that there is no material uncertainty as to the Group's and the Company's ability
to continue as a going concern.
Impacts from the energy crisis.
The global energy crisis that started in 2021 is characterized by the continuing shortage of energy around the
world, but also by skyrocketing energy prices, affecting countries in Europe and Asia. Greece is facing a
significant increase in prices for all forms of energy. The Group is not strongly affected by the energy crisis as
energy costs have a manageable impact on its financial results.
However, the Management is monitoring developments on a continuous basis and is ready to take all necessary
measures when required. The energy crisis has not significantly affected the Group's activities for 2022.
However, our experience so far in managing the crisis in the 2022 financial year makes us optimistic about
achieving the targets set for 2023.
20
Potential impacts from the Ukrainian/Russian crisis
The Group does not operate in the affected markets, nor does it have a large exposure to commodities affected
by the Russian invasion of Ukraine (such as energy or agriculture) and therefore its financials have not been
significantly affected for this reason. In any case, because this is an ongoing event, management is monitoring
developments and is ready to take the necessary measures if required.
Additional important events in 2022
In July 2022 the Company announced after the Board of Directors' meeting of 15.7.2022 that the
positions of Chairman and CEO (replacing Mr. Franco N. Cupolo) are taken over by Mr. Athanasios
Liagkos and the position of Chief Financial Officer is taken over by Mr. Georgios Karamanolakis
(replacing Mr. Henrik M. Jepsen).
On 25/7/2022, the Board of Directors of the Company approved an increase in the share capital of the
subsidiary ThPA-Sofia EAD for amount 2,155,000 BGN and a new loan agreement for amount € 700
thousand, to cover the operating needs of the subsidiary and accumulated losses.
In August 2022 the Company launched a new regular container train service between Thessaloniki and
Nis, Serbia. The service was made possible as a result of the cooperation between ThPA SA and the
railway companies of Greece-Northern Macedonia-Serbia, namely Hellenic Train S.A., MZ Transport
A.D. and Kombinovani Prevoz D.O.O. respectively, as well as 9 other private and public entities.
In November 2022, the Company put into production operation the 2 Gantry Cranes with a total value
of € 15.7 million acquired from the Company "Shanghai Zhenhua Heavy Industries LTD" which were
delivered and assembled in Greece within the same year.
8.
Development-Prospects.
With regard to the prospects for 2023, and the ongoing crisis from the Russian/Ukrainian war, the energy crisis
and the mild impact from the pandemic (COVID 19), it is estimated that there will not be a significant impact
on the Group and Company figures and they will continue to move satisfactorily. The positive course of both
Company and Group sizes is not expected to deviate as a result of the above conditions.
At the end of the 2020 fiscal year, the Company established a subsidiary in Bulgaria, ThPA Sofia, which operates
in the region and operates based on the combination of increasing cargo volumes between Thessaloniki and
Sofia and the implementation of new intermodal services. By 2022 it has expanded its intermodal services
between Thessaloniki and Nis in Serbia.
The Group and Company Management seeks to continuously modernize and develop the port to become the
primary regional leader and the main maritime gateway for the Balkan region and beyond. This entails
improving the utilization of existing assets, increasing the efficiency and productivity of the organization,
21
ThPA S.A. seeks to develop the port's catchment area. To realize these prospects, the Management aims to
carry out the mandatory investments of the Concession Agreement as soon as possible, ensuring that:
• Necessary and required infrastructure investments are implemented, mainly increasing the capacity of the
Container Terminal by creating additional berths, increasing the sea depth to accommodate larger ships and
increasing the size of the station square.
• Investments are made in handling equipment, to serve larger ships and to improve the productivity of the
business, which leads to a relative shortening of the time the ships stay in the port.
9.
Important transactions with related parties, as per IAS 24
Management remuneration
The remuneration and attendance expenses paid to the members of the Board of Directors and the
remuneration paid to the Company Executives are analyzed per fiscal year as follows:
Amounts in thousands €
31/12/2022
31/12/2021
Short term Liabilities
BoD members remuneration
67
55
Salaries to executive staff
2.767
2.325
Total (a)
2.834
2.380
Post-retirement benefits related to:
Post-working allowances
51
57
Total (b)
51
57
Note: Salaries to executive staff (managerial staff) and other executives were subject to employer
contributions of € 251 thousand (31.12.2021: € 250 thousand).
Beyond the aforementioned remunerations-transactions, no other business relation or transaction took
place in the period 1/1/2022 – 31/12/2022, as well as no other benefit during the current fiscal year
between the company and the people participating in its Management, as well as to their close relatives.
Moreover, on 31/12/2022 remuneration to members of the BoD for the month of December were owed,
amounting to € 4 thousands (31.12.2021: € 3 thousands) (note 8.14).
22
Finally, it is cited that the cumulative provision for personnel compensation includes an amount of € 51
thousands (31.12.2021: € 57 thousands), that concerns senior managers and other executives of the
Group and the Company.
Transactions with affiliated companies
The Group and the Company have entered into management service contracts with: Terminal Link SA
and CMA INTERNATIONAL MOBILITY SERVICE (CIMS) according to which Terminal Link provides
operational management services, while CIMS provides services through specialized personnel. The fees
for 2022 amounted to € 550 thousand (2021: € 550 thousand) to Terminal Link. Within 2022 Terminal
Link provided a credit invoice of €350k for bonus service fees in 2021 for which provision was made and
ultimately not achieved. For 2022 there were no transactions with CIMS as the Group and the Company
did not employ employees paid through that company.
Within the fiscal year 2022, the Company carried out the following transactions with related parties:
Publicity
License Provision
Affiliated Party
Transaction
BoD Reg. No.
DIMERA LAND & PROPERTY
Sub concession agreement/
30.11.2022
INVESTMENTS LTD
reconstruction/utilization/
2853090/13.12.2022
building use and maintenance
(no. 99 p. 2 Law. 4548/2018)
2882746/10.02.2023
Participations to affiliated companies
In November 2020, ThPA Sofia EAD was founded, a subsidiary of ThPA S.A. at 100%, with a share capital
of BGN 50 thousand (€26 thousand). In August 2021, the Company increased its share capital by BGN 1
million (€513 thousand), while in November 2022, it increased again by BGN 2.16 million (€1,107
thousand). The Company for the year 2021 consolidated its subsidiary for the first time, therefore for
2022 there are now comparable figures both at Group and Company level. Transactions for the year 2022
amounted to €165 thousand (2021: €107 thousand). Out of the above amount, € 119 thousand pertains
to the rental of two Reach Stacker machines and one Forklift from the parent company to the subsidiary
company (2021: € 82 thousand).
23
The amount of claims from the above company on 31.12.2022 was: € 3,033 thousand (2021: € 2,168
thousand), of which an amount of € 1,470 thousand (2021: € 770 thousand) concerns loan claims while
the remaining amount €1,563 thousand refers to other trade receivables (2021: €1,398 thousand).
Final controlling entity
The Parent company of the Company is South Europe Gateway Thessaloniki, which directly owns 67%
of the Company, the ultimate parent company is BELTERRA HOLDINGS LIMITED while the ultimate
controller is Mr. Nickos Savvidis.
Αll transactions to related parties are carried out on purchase terms.
10.
Events after the Reporting Period
Within 2023, and during the First Investment Period, ThPA S.A. continues to carry out Mandatory Investments
within the framework of commitments amounting to 180 million Euros.
In March 2023, the extension of the Letter of Guarantee of Good Performance in the amount of €10 million
was issued to the Ministry of Finance, originally issued on 7/3/2018, with a new validity until 31/3/2028, as
a formal obligation of ThPA S.A.within the framework of the Concession Agreement from 2/2/2018 between
ThPA and the Greek State.
At the same time, a new member of the BoD, Mr. Konstantinos Fotiadis, was elected to replace the member.
of the Board of Directors Mr. Artur Davidian who resigned, in the context of the EU Regulation regarding the
participation of Russian nationals.
Besides the above, there have been no other events subsequent to the corporate and consolidated financial
statements as of December 31, 2022, that materially affect the understanding of said corporate and
consolidated financial statements and must either be disclosed or vary the elements of the published corporate
and consolidated financial statements.
11.
EXPLANATORY REPORT BY THE BOARD OF DIRECTORS
(Pursuant to article 4 pars. 7 and 8 of Law 3556/2007)
11.1.
Structure of the Company’s share capital
The share capital of ThPA S.A. stands at thirty million two hundred and forty thousand Euros
(30.240.000), is divided in ten million and eighty thousands (10.080.000) common nominal shares,
of a value of three Euros (3,00) each. In the share capital there are no shares that do not represent
capitals of the Company or rights to acquire bonds.
24
The shares of the Company ThPA S.A. are listed in the Main Market of the Athens Stock Exchange
with 25,73% of the total shares being offered to the investing public.
The shareholder structure of the Company on 31/12/2022 was as follows:
Shareholders
Number of shares
Percentage
SEGT Ltd
6.753.600
67,00%
HRADF SA
732.594
7,27%
Investing public
2.593.806
25,73%
TOTAL
10.080.000
100,00%
The Company does not hold any own shares.
11.2. Limitations on share transfer
Company shares are all common registered shares.
Every Company share incorporates every right and liability prescribed by Law and the Company’s
articles of association, which do not include provisions imposing further limitations than those
provided by Law.
11.3 Significant direct or indirect holdings set out by articles 9 to 11 of Law 3556/2007
Significant direct or indirect holdings over 5% on 31/12/2022
Besides SEGT Ltd. and HRADF, which held on 31.12.2022 67,00% and 7,27% respectively of the
share capital of ThPA S.A., there were no other shareholders with significant direct or indirect holdings
set out by the provisions of Law 3556/07 (articles 9, 10, 11).
11.4 Shares granting special control rights
Besides SEGT Ltd, the reference shareholder, with a percentage of 67,00%, there were no other
Company shares granting special control rights to their owners on December 31, 2022.
11.5 Voting rights restrictions-Deadlines for the exercise of relevant rights
Every share grants the right of one vote. Joint holders of a share, in order to have the right to vote
in the General Meeting, have to appoint to the Company, in writing, one common representative for
this share, who shall represent them in the General Meeting, while until this appointment, the exercise
25
of their rights shall be suspended. The Company’s shares are freely negotiable. The shareholders
exercise their rights regarding the management of the Company, exclusively by participating in the
General Meetings of the shareholders of the Company.
11.6 Shareholder agreements, disclosed to the Company, entailing restrictions to the
transfer of shares or to the exercise of the rights to vote
No agreements between shareholders, entailing restrictions to the transfer of shares or to the
exercise of the rights to vote, have been disclosed to the Company, nor are such agreements
provided for in its Articles of Association.
11.7 Rules for the appointment and replacement of members of the Board of Directors and
for amending the articles of association
The Board of Directors represents ThPA S.A both in and out of court. It has issued a decision to
assign part of its powers to its Chairman and to the Managing Director and CEO, jointly or each one
individually.
The Board of Directors decides, without any limitation, on any act concerning the management of
the Company, in the context of the corporate scope, with the exception of matters, falling under the
exclusive competence of the General Shareholders Meeting.
The Board of Directors typically consists of at least nine (9) and up to eleven (11) members.
The composition, term, constitution, operation and competences of the Board of Directors are
governed by the provisions of Articles 7 to 10 of the Company's Articles of Association. Members are
elected by the General Shareholders Meeting, which also defines the terms of its Members.
While HRADF or its legal successor in title, continues to hold at least 504.000 common voting shares
of nominal value three Euro (€ 3,00) each (or any equivalent resulting from any change in the nominal
value per share) is entitled to appoint a (1) non-executive member of the Company's Board of
Directors.
26
Thessaloniki, 06/04/2023
The BoD Executive Chairman &
Managing Director
The Member appointed by
the BoD
The Member appointed by
the BoD
Athanasios Liagkos
ID Card no. AK 148312
Panagiotis Michalopoulos
ID Card no. ΑΝ 500394
Angeliki Samara
ID Card no. S 492406
27
C. Corporate Governance Statement, pursuant to art. 152, Law 4548/2018
This statement concerns all the principles and practices adopted by the Company in order to be in line with the
framework that governs it, its performance, the interests of its shareholders and the interests of all interested
parties.
The Company is a société anonyme with securities listed on the Athens Stock Exchange and fully compliant
with the applicable legislation and in particular with the provisions of Law 4706/2020 (A136) on corporate
governance.
For this purpose, it established inter alia all Policies and Procedures provided for as content of the
Internal Organization and Operation Regulation of the Company.
All the practices adopted and implemented by the Company for the year 2022 are compliant with the entire
regulatory and normative framework.
Both the Articles of Association of the Company, as amended by the decision of its Ordinary General Meeting
of Shareholders dated 23-6-2021 and registered in G.E.MI. under Registration Code 2587779, and, inter alia,
the Regulations of the Board of Directors Committees, the Internal Organization and Operational Regulation,
are posted on the Company's website
www.thpa.gr
on the path "Investor Information/Corporate Governance
Codes- Regulations - Policies":
https://www.thpa.gr/index.php/el/olth/investors/corporate-code
:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
.
Taking into account Article 152 of Law 4548/2018, Articles 1-24 of Law 4706/2020, as well as the Hellenic Code
of Corporate Governance (issued in June 2021 by the Hellenic Corporate Governance Council, in accordance
with Article 17 of Law 4706/2020 and Article 4 of Decision 2/905/03.03.2021 of the Board of Directors of the
Hellenic Capital Market Commission), this Statement includes information as follows:
1.1. Declaration of Compliance with the Corporate Governance Code
1.2. Deviations from the Corporate Governance Code - Justifications
1.3. Description of the main characteristics of the Internal Control System – ICS and Risk Management
1.4. Information in accordance with the provision of Article 152 par. 1 d’ Law 4548/2018 on the public takeover
bids
1.5. Board of Directors
1.6. Board of Directors Committees
1.7. Executive Committee
1.8. General Meeting and Shareholders' Rights.
1.9. Diversity in the Company's administrative, management, supervisory and management bodies and among
its senior managers
1.10. Corporate governance of the subsidiary company “ThPA Sofia EAD”.
1.11. Sustainable Development Policy
28
1.1. Declaration of Compliance with the Corporate Governance Code
From 17.7.2021, date of entry into force of Law 4706/2020 (A136), and henceforth the Company approved the
adoption and applies the Hellenic Corporate Governance Code (HCGC) 2021 of the Hellenic Corporate
Governance Council (HCGC), with more specific deviations.
The Company made a relevant corporate
announcement and related information is posted on the Company's website at
www.thpa.gr
Investor
Information/Code of Corporate Governance:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code.
The Board of Directors monitors and assesses periodically the implementation and effectiveness of the
Corporate Governance System of provisions 1-24 of Law 4706/2020.
1.2. Deviations from the Corporate Governance Code - Justifications
The following constitute deviations from the Hellenic Corporate Governance Code 2021 of the Hellenic Corporate
Governance Council, implemented by the Company:
Non-Independent Meeting of Non-Executive Members.
With regard to item 1.13 of the Hellenic
Corporate Governance Code, which provides that the non-executive members of the Board of Directors meet
at least annually, or exceptionally when deemed appropriate without the presence of executive members in
order to discuss the performance of the latter, in which they do not act as a de facto body or committee of the
Board of Directors, we mention that, in the practice followed by our Company, the members of the Board of
Directors exchange their views during the meetings (ordinary/extraordinary), in order to have an open dialogue
and make constructive criticism of the work of the executive members. No separate meetings of non-executive
members were deemed necessary. Besides, ThPA SA applies article 7 of Law No 4706/2020 according to which
non-executive members: a) monitor and examine the Company's strategy and its implementation, as well as
the achievement of its objectives, b) ensure the effective supervision of the executive members, including the
monitoring and control of their performance, c) examine and express views on the proposals submitted by the
executive members, based on existing information. The most appropriate and fruitful practice was the exchange
of views during meetings, between executive and non-executive members, which allows for direct criticism,
clarification, and more direct communication between the members of the Board of Directors. Under no
circumstances shall non-executive members be prevented from deliberating separately and/or presenting their
views separately. In this respect, the risk of not meeting exclusively non-executive members was not assessed
as material.
Non-specific objectives of gender representation criteria among chief executive officers and
senior managers and ensuring diversity, as well as timelines for achieving them.
Regarding item
2.2.15. of the HCGC, which provides for ensuring that the diversity criteria concern not only the members of
the Board of Directors but also the chief executive officers or the senior managers with specific gender
representation objectives, as well as timetables for achieving them, we report that the company continuously
29
assesses its needs fir chief executives officers or senior managers and seeks to fill these positions with highly
qualified and prestigious persons, strictly excluding any discrimination based on gender. This continuous
evaluation is not in line with a strict framework or recruitment schedule
by the Company – on the contrary,
the highest flexibility and possibility of the Company to the Company's needs was chosen as a desirable and
appropriate practice for our Company. In view of this, the risk of a lack of numerically defined diversity criteria
in chief executive officers or the senior managers with specific gender representation objectives and timeframes
for their achievement has not been assessed as material.
Executive Chairman
Regarding items 2.2.21, 2.2.2.22 and 2.2.23 of the HCGC, according to which the
Chairman is selected by the independent non-executive members of the Board of Directors and in case the
Chairman is selected by the non-executive members, one of the independent non-executive members is
appointed, either as vice-president or as senior independent member, who, depending on the case, has the
responsibility to support the Chairman, to act as a liaison between the Chairman and the members of the Board
of Directors, to coordinate the independent non-executive members and to lead the evaluation of the Chairman,
while in case the Chairman is an executive member, the independent non-executive vice-president or the senior
independent member do not substitute the Chairman in his executive duties, we report that the selection of
the Chairman of the Board of Directors was made in the Company on the basis of suitability and leadership
qualification criteria, capable of supporting the demanding duties of this position, in the light of the
independence of the judgment, but also taking into account the needs of the Company's operation. It is
proposed that the Chairman of the Company shall be a person of universal acceptance, and to facilitate and
optimize the operation of the Board of Directors of the Company. In this context, Mr. Athanasios Liagkos was
elected Executive Chairman of the Company. Furthermore, a non-executive member of the Board of Directors
was elected Vice-Chairman of the company in accordance with article 8§2 of Law 4706/2020 and in particular
for the fiscal year 2022, Mr.
Laurent Martens continued to be Vice Chairman of the BoD, without substituting
the Chairman in his executive duties. BoD Decision no. 7666/01.08.2022 on the amendment of Decision no.
7656/15.07.2022 on the delegation of authorities of the Board of Directors includes a provision for the
substitution of the Chairman in his/her executive duties.
No provision in the contracts of the executive members about the return of bonuses.
With regard
to item 2.4.14 of the HCGC, according to which the contracts of the executive members of the Board of Directors
provide that the Board of Directors may require the return of all or part of the bonus that has been awarded,
due to breach of contractual terms or inaccurate financial statements of previous fiscal years or generally due
to incorrect financial data used to calculate this bonus, we state that the current executive member contracts
do not provide for the return of a bonus. There is no such terms, since the Company already provides in its
Remuneration Policy that: "The Board of Directors of the Company, following a proposal of the Remuneration
Committee, may decide on the deferral terms of the payment of the variable remuneration or even the recovery
of such variable remunerations from the Company, such as in the event of a serious error proving that the
30
Company suffered loss or fraud". A specific procedure therefore already exists, and it is not appropriate to
adopt the relevant practice of the HCGC.
Non-annual assessment of the CEO's performance.
According to point 3.3.12 of the HCGC, the Board of
Directors under the guidance of the nomination committee ensures the annual evaluation of the CEO's
performance. The results of the evaluation should be communicated to the CEO and taken into account in the
determination of his variable fee. In the Company, the Managing Director is under continuous evaluation of his
performance. A more specific procedure was not deemed necessary.
Non-Provision about the necessary participation of all members of the Board of Directors in
meetings
with agendas that include items that need a decision by the General Meeting with an
increased quorum and majority in accordance with Law 4548/2018 to be approved.
Regarding item
4.3. of the HCGC, according to which at the meetings with agendas that include items that need a decision of
the General Meeting with an increased quorum and majority to be approved in accordance with Law 4548/2018,
all members of the Board of Directors should participate in person or be represented, we state that no quorum
of 100% for such decisions has been expressly provided for in a Company regulatory provision. Before each
meeting of the Board of Directors, its members are given sufficient time to prepare and formulate their views,
so the additional provision of such a restriction for the Company was deemed to risk delaying unduly the
decision in the event of the unforeseen absence of even one member and for this reason is not appropriate for
the operation of the Company, especially in view of the participation in the Board of Directors of members with
a great diversity of nationalities and the criticality of such decisions.
Regarding the above deviations, the Company is vigilant to identify any risks or impacts due to each deviation
and reassess annually the need to adopt the specific practice.
It is noted
that on 06.04.2023, during the re-assessment of the deviations from the Corporate Governance
Code that have been adopted, the Board of Directors decided to adopt point 3.3.12. of the Hellenic Corporate
Governance Code (HCGC) 2021 of the Hellenic Corporate Governance Council (HCGC) for which a special
practice was applied.
1.3. Description of the main features of the Internal Control System - ICS and risk management
The
“Internal Control System”
is defined as "the set of internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, which covers on an ongoing basis every
activity of the Company and contributes to its safe and effective operation".
The Company implements an Internal Control System, taking into account the size, nature, scope, and
complexity of its activities, in order to operate safely and effectively. This system is based on the internationally
recognised COSO (Committee of Sponsoring Organizations of the Treadway Commission) standard.
The specific objectives of the IAS are:
31
The effective and efficient operation of the Company, so that it addresses the risks related to the
achievement of its business objectives appropriately. This objective also includes the safeguarding of
the Company's assets against improper use or loss, including the prevention and disclosure of possible
fraud.
Ensuring the reliability of the financial and non-financial information provided, both inside and outside
the Company.
Compliance with applicable laws and regulations, including internal corporate policies.
The ICS consists of five (5) basic components: Control Environment, Risk Management practices, Safeguards,
Information & Communication and ICS Monitoring Activities.
1.3.1. Internal Control Department (ICD)
The Company has an independent Internal Control Department, which was administratively reporting to the
Chief Executive Officer until 30.11.2022 and from 01.12.2022 is administratively reporting to the Executive
Chairman of the Board of Directors, in accordance with BoD Decision no. 7689/17.11.2022, by which the new
organizational chart of ThPA SA was approved.
Operationally, the Department reports to the Audit Committee
of the Board of Directors. The role of ICD is to support the Company in achieving its goals, applying a systematic,
professional approach to evaluating and improving the effectiveness of Risk Monitoring and Management
Processes, Internal Regulations in all Company activities, Internal Control Systems and the implementation of
Corporate Governance principles and rules.
The ICD has an Operating Regulation and a Manual of Procedures, approved by the Board of Directors upon
recommendation of the Audit Committee, which ensure the conduct of the activity of the ICD in compliance
with the Professional Implementation Framework of the Internal Control.
The ICD has full access to all books and data, to the premises and activities of the Company required for
performing its audit work.
The head of the ICD was appointed by decision of the Company's Board of Directors, upon proposal of the
Audit Committee, is a full-time and exclusive employee, personally and functionally independent and objective
in the performance of his duties and has the appropriate certifications, knowledge and sufficient relevant
professional experience.
The number of internal auditors of IAD is proportional to the size and number of employees of the Company,
the geographical points it operates, as well as the number of audited entities.
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1.3.2. Risk Management and Regulatory Compliance
The Company has established, in view of the implementation of the new corporate governance framework
based on Law 4706/2020, a single independent Risk Management and Regulatory Compliance business unit,
with operationally reports to an independent member of the Audit Committee and administratively to the
Executive Chairman and has the following duties:
(a) ensuring the adoption by the Company of a clearly set position and a clearly set risk taking framework in
line with its business strategy, objectives and values and the assistance to the Management in taking strategic
decisions with the detection, assessment, communication and response to the relevant corporate risks and,
also,
(b) ensuring the implementation of the applicable regulatory framework, as well as the design, formulation and
implementation of appropriate policies, regulations and procedures of the Company in accordance with the
above-mentioned applicable regulatory framework.
Furthermore, pursuant to Law 4706/2020 on corporate governance, the Policies and Manuals on Risk
Management and Regulatory Compliance of the Company were approved by the Board of Directors.
With Decision no. 7689/17.11.2022 of the Board of Directors of ThPA SA, the above section was abolished and
the position of the Head of Regulatory Compliance & Risk Management was created. His/here activity is
coordinated and supervised by the Head of the Company's Internal Audit.
1.3.3. Audit Committee
The Audit Committee of the Company, in accordance with Article 12 of the Company's Articles of Association,
as in force after its amendment at the General Meeting of Shareholders on 12.07.2021, consists of three
members of the Board of Directors. Therefore, a more extensive reference to the Audit Committee will be
included below in the Committees of the Board of Directors.
1.3.4. Periodic Evaluation of the Internal Control System
The Board of Directors ensures the adequate and effective operation of the company's Internal Control System
33
In this context, in 2021, the Company's Board of Directors approved the Policy and Procedure for the periodic
evaluation of the Internal Control System, in particular as regards the adequacy and effectiveness of financial
reporting, on an individual and consolidated basis, as regards risk management and regulatory compliance, in
accordance with recognized evaluation standards and internal audit, as well as the implementation of the
provisions on corporate governance.
Results of the evaluation process of the Internal Control System in accordance with Article 14, par. 3, case i
and par.
4 of Law 4706/2020 and the relevant decisions of the Board of Directors of the Hellenic Capital Market
Commission.
The Company, by decision of its Board of Directors, assigned to Grant Thornton Societe Anonyme of Chartered
Auditors and Business Consultants the evaluation of the adequacy and effectiveness of its Internal Control
System, with reference date 31 December 2022 and reference period 17.07.2021 – 31.12.2022, in accordance
with the provisions of case i of par. 3 and par.
4, article 14 of Law 4706/2020 and Decision 1/891/30.09.2020
of the Board of Directors of the Hellenic Capital Market Commission as in force (the "Legislative Framework").
The assurance project was carried out in accordance with the audit program included in the decision of the
Hellenic Accounting and Auditing Standards Oversight Board (ELTE) number 040/2022 and the International
Standard for Assurance Operations 3000 "Assurance Projects beyond the Audit or Review of Historical Financial
Information".
Based on the evaluator's work on assessing the adequacy and effectiveness of the Company's Internal Control
System, no material weaknesses were identified.
1.3.5
Risk Management Practices
The adequacy and effectiveness of the Internal Control System-(ICS) in the company is based on: a) the nature
and extent of the risks it faces, b) the extent and categories of the risks that the Board of Directors accepts to
assume, c) the likelihood of the above risks occurring, d) the Company's ability to reduce the impact of the
risks that eventually occur, and e) the cost of operating specific Safeguards, in relation to the benefit from risk
management. The Board of Directors maintains an effective IAS for identifying and dealing with the most
important risks.
The Company has further developed practices that ensure the effective management of the risks of its activities,
supporting and safeguarding the Internal Control System and the preparation of the Company's financial reports
and financial statements.
These practices concern, inter alia:
34
The assignment of responsibilities and powers both to the senior management of the company and to the
middle and lower executives, to increase the effectiveness of the Internal Control System, while preserving
the required division of responsibilities.
Appropriate staffing of Financial Division with individuals who have the necessary technical knowledge and
experience for the duties assigned to them.
Closure procedures including deadlines for submission, responsibilities and classification of accounts.
Audit and accounting agreement procedures to ensure the correctness and legality of entries in the
accounts.
The existence of multiple safeguards for the Company's fixed assets, reserves, cash and other assets.
Establishment of a Business Continuity Management System and an Information Security Management
System for the recording and codification of security requirements, user obligations & rights, as well as the
services that ensure their proper operation, in the context of respect for personal data.
1.4. Information in accordance with the provision of Article 152 par. 1d’ of Law 4548/2018 on
public takeover bids.
It is noted that within the year 2022 there were no public takeover bids and therefore no information required
in cases c, d, f, h and i of par. 1 of Article 10 of Directive 2004/25/EC of the European Parliament and of the
Council of 21 April 2004 on public takeover bids.
1.5. Board of Directors
The Board of Directors is the supreme administrative body of the Company, whose main task is to defend the
general corporate interest and ensure the performance of the Company and represents ThPA SA in judicial and
extrajudicial matters. By its decision, it has delegated the exercise of part of its responsibilities to the Executive
Chairman of the Board of Directors, the Managing Director & Chief Executive Officer (until 15.07.2022), the
Managing Director (from 15.07.2022), the Executive Committee, the General Managers and the Directors of
the Company.
The Board of Directors is competent to decide on any action relating to the management of the Company, the
management of its assets and the fulfillment of its purpose, within the limits of the law and with the exception
of the matters on which the General Meeting of Shareholders decides. The Board of Directors reviews on an
annual basis the corporate strategy and the main business risks affecting the Company.
According to the Company's Articles of Association, the Board of Directors consists of a minimum of nine (9),
up to a maximum of eleven (11) Members. In any case of termination of the term of office of Members (either
due to resignation, or due to death, or for any other reason) provided that the number of remaining Members
35
is at least three (3) and exceeds half of those that existed before the event that led to termination of the term
of office of the Members, the Board of Directors is entitled to continue to manage and represent the Company,
without being obliged to replace the deposed members using the option provided by the above paragraph.
Until 15.07.2022 the Board of Directors consisted of nine (9) Members, while from 15/07/2022, following the
resignation of Mr. Franco Nicola Cupolo, it consists of eight (8) members.
The composition, term, constitution, operation and responsibilities of the Board of Directors are governed by
the applicable provisions, the Company's Articles of Association and the approved Operating Regulation of the
Company's Board of Directors. The Members are elected by the General Meeting, which also determines the
term of office of the Members.
As long as the HRADF or any of its legal universal successor continues to hold at least 504,000 ordinary voting
shares of a nominal value of three euros (€3.00) each (or its respective equivalent arising as a result of any
change in the nominal value per share) it is entitled to appoint one (1) non-executive member to the Board of
Directors of the Company.
The Board of Directors shall meet at least once every three (3) months and shall be in quorum to the extent
that half of its members are present and/or represented at the meeting. The quorum omits any resulting
fraction, while the number of present or represented BoD members may in no case be less than three (3).
Decisions by the Board of Directors are taken validly by an absolute majority of the members attending and
represented. Each BoD member shall have one (1) vote. Each director may validly represent only one other
director on the basis of a clear written mandate to that effect.
BoD Members’ Suitability Policy
The Suitability Policy of the Company’s BoD Members was approved by the Ordinary General Meeting of
Shareholders on 23.6.2021, in accordance with article 3 of Law 4706/2020 on corporate governance and the
Circular of the Hellenic Capital Market Commission no. 60/18.9.2020 ("Guidelines for the Suitability Policy of
article 3 of Law 4706/2020").
The Policy includes all the principles and criteria that apply when selecting, replacing and renewing the term of
office of the members of the Board of Directors of the Company, in the context of the evaluation of individual
and collective suitability, and aims to ensure the quality of staffing, effective operation and fulfillment of the
role of the Board of Directors, based on the Company's overall strategy and business goals, with the aim of
promoting corporate interest.
The Nomination Committee also monitors the implementation of the Policy and recommends to the Board of
Directors its amendment and the review of its design and implementation, where and when appropriate.
36
The Suitability Policy of the Company’s BoD Members is posted on the Company's website at
www.thpa.gr
on
the path "Investor Information/ Code of Corporate Governance - Regulations - Policies":
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code.
Composition of the Board of Directors:
At the beginning of the fiscal year 2022
, the Board of Directors had the following composition, following
the replacement of a resigned member on 11.08.2021 and its reconstruction into a body:
Athanasios Liagkos
:
BoD Chairman, executive member
Franco Nicola Cupolo
:
Managing Director, CEO, Executive member
Laurent Martens
:
BoD Vice-Chairman, non-executive member
Artur Davidian
:
Executive Member
Charalampis Karamaneas
:
Non-Executive Member
Angeliki Samara
:
Independent non-executive member
Eirini Chadiari - Gkiala
:
Independent non-executive member
Panagiotis Michalopoulos
:
Independent non-executive member
Baiqiao (Leon) Fu
:
Non-Executive Member
Changes in the composition of the Board of Directors
that took place during the fiscal year 2022, can
be summarized as follows:
On
15.07.2022,
Mr. Franco Nicola Cupolo filed his resignation.
Then, on the day of the BoD Decision no. 7656, there was the reconstruction of the Board of Directors into a
body with a term of office until
12.07.2026,
the election of the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors and the CEO, the appointment of the members of the Board of Directors as
executive or non-executive, as follows:
Athanasios Liagkos
:
Executive Chairman of the BoD & Managing Director
Laurent Martens
:
Vice Chairman of the BoD, non-executive member
Artur Davidian
:
Executive Member
Charalampis Karamaneas
:
Non-Executive Member
Angeliki Samara
:
Independent non-executive member
37
Eirini Chadiari - Gkiala
:
Independent non-executive member
Panagiotis Michalopoulos
:
Independent non-executive member
Baiqiao (Leon) Fu
:
Non-Executive Member
On
28.09.2022
, following the resignation of Mr. Baiqiao (Leon) Fu, a non-executive member,Ms. Zonglyu
(Jessie) Lu was elected as a new non-executive member of the Board of Directors with no. 7669 BoD Decision
In view of the above, on 28.09.2022 the Board of Directors was reconstructed into a body with a term of office
until
12.07.2026,
the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors and
the Managing Director were elected and the members of the Board of Directors were appointed as executive
or non-executive, as follows:
Athanasios Liagkos
:
Executive Chairman of the BoD & Managing Director
Laurent Martens
:
BoD Vice-Chairman, non-executive member
Artur Davidian
:
Executive Member
Charalampis Karamaneas
:
Non-Executive Member
Angeliki Samara
:
Independent non-executive member
Eirini Chadiari - Gkiala
:
Independent non-executive member
Panagiotis Michalopoulos
:
Independent non-executive member
Zonglyu (Jessie) Lu
:
Non-Executive Member
Since, and until the end of the fiscal year 2022, the Board of Directors is composed of 8 members as above.
It is noted
that on 12.01.2023, the Board of Directors, due to the resignation of the non-executive member
Mr. Charalambis Karamaneas, elected, in his place, as a non-executive member, Mr. Panagiotis Stamboulidis,
who was proposed by the HRADF, in accordance with article 7 par. 6 of the Articles of Association of ThPA SA
and Article 79 of Law 4548/2018.
EXECUTIVE CHAIRMAN OF BoD ThPA SA
The Executive Chairman of the BoD is the executive member of the Board of Directors, who organizes and
coordinates the meetings and the overall operation of the Board of Directors and the General Meetings, and
his main responsibilities derive from the provisions in force and are granted by the Board of Directors, and
include:
Ensuring the overall effective and efficient operation and organisation of the BoD meetings,
38
Promoting an open-minded culture and constructive dialogue in the conduct of the Governing Council's
work,
Facilitating and promoting good and constructive relations between the BoD members and the effective
contribution of all non-executive members to the work of the Board of Directors,
Ensuring the prompt, full and sound information of the BoD members,
Cooperating closely with the CEO and the Corporate Secretary for the preparation of the Board of Directors
and the full information of its members,
Ensuring that the Board of Directors as a whole has a satisfactory understanding of shareholders' views,
Ensuring the effective communication with the shareholders with a view to the fair and equal treatment of
their interests and the development of a constructive dialogue with them, in order to understand their
positions.
The Executive Chairman of the Company Mr.
Athanasios Liagkos
, who also holds the position of Managing
Director, with Greek and Canadian nationality, is President of the Hellenic Ports Association and has served as
coordinator of the national strategic plan for ports and marinas as an executive of HRADF, as well as a member
of the BoDs of a number of Port Authorities of Greece.
He has extensive experience in the areas of corporate
strategic analysis and corporate governance, with economic studies and an MBA postgraduate degree.
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS (NON-EXECUTIVE MEMBER)
Since the Company has an Executive Chairman, the Vice Chairman of the Board of Directors is, in compliance
with the law, a non-executive member. The Vice-Chairman, whose main responsibilities are those arising from
the provisions in force, does not substitute the Chairman in his/her executive duties.
The Vice-Chairman of the Company is Mr.
Laurent Martens
, of French nationality who has held key
management positions in the port industry for the last 20 years (CMA, CMAT and Terminal Link, CMA CGM,
etc.), is the Company's Vice Chairman. As far as his external engagements are concerned, he holds a
management position in a company.
MANAGING DIRECTOR
The Managing Director is the executive member of the Company’s Board of Directors having indicatively the
following responsibilities:
39
He is the coordinator of all the company's operations.
He is responsible for the results of the Company and
the achievement of the objectives and goals of the Port Authority, is head of the Company's Executive
Committee and guides and coordinates the executives, the employees of the company and all other
stakeholders,
He ensures and controls the implementation of the strategic decisions as defined by the Board of Directors
and the management of the Company's affairs,
He supervises all operations and business activities in order to ensure the smooth, orderly and effective
operation of the company, in accordance with the strategic objectives, business plans and action plan, as
determined by the decisions of the Board of Directors and the General Meeting of Shareholders.
Until 15.07.2022 the Managing Director – Chief Executive Officer was Mr. Franco Nicola Cupolo and since
15.07.2022 the Managing Director of the Company is Mr. Athanasios Liagkos.
In addition to the Executive Chairman and Managing Director and the non-executive Vice-Chairman, the
following persons were part of the Board of Directors during the fiscal year 2022, in the following capacities:
Mr. Artur Davidian (of Russian nationality), who has more than 20 years of experience in managerial
positions and extensive experience in corporate management and development, investment and
international operation, and holds a degree and a PhD in Finance and an MBA from Oxford University.
As far as its external engagements are concerned, he participates in the management and is a member
of BoD of companies.
Mr. Panagiotis Michalopoulos, of Greek nationality, is an architect-engineer, who has extensive
experience as a designer and supervising engineer in the design, study, supervision and construction,
but also in the services of organizations with senior managerial positions of responsibility.
Mrs. Angeliki Samara, of Greek nationality, Assistant Professor of Accounting at the Department of
Accounting and Finance of the Faculty of Business Administration of the University of Macedonia, with
professional qualifications in Audit by the Institute of Certified Public Accountants of Greece (SOEL),
and extensive experience in the field of accounting and in the supervision of financial reports and
auditing. He is also a member of the Quality Control Board (QCB), of the Hellenic Accounting and
Auditing
Standards Oversight Board (HAASOB), and of the Quality Control Committee (QCC) of SOEL.
As far as its external engagement are concerned, he is a member of Board of Directors and committees
of two companies.
Mrs. Eirini Chadiari-Gkiala, of Greek nationality, is a senior manager working in the logistics sector and
has 25 years of experience in supply chain management, as well as extensive experience and
knowledge in project management and strategic business planning, while she holds a master's degree
40
in international transport and trade. As far as here external engagements are concerned, she
participates in two companies and is the manager of one of them.
Mr. Charalambis Karamaneas, of Greek nationality, member of the Board of Directors of the Hellenic
Republic Asset Management Fund SA, has served in various management positions of Greek and
international companies, covering the whole spectrum of design and construction of large infrastructure
projects and real estate projects, has experience in management matters, representing the Greek State
in the Boards of Directors of Port Authorities, a five-year degree in Civil Engineering/Structural
Engineering at the University of Patras, and an MBA & MSc in Finance and Banking, a member of both
the Technical Chamber of Greece and the Economic Chamber of Greece.
Mrs. Zonglyu (Jessie) LU joined Terminal Link in 2019 and now serves as Project Manager and
Commercial Director. She holds a master's degree in Logistics Engineering from Shanghai Maritime
Studies University and has over 15 years of experience, with extensive expertise in container terminal
operation, marketing, trade negotiations, business development, project management, public relations,
etc.
The external engagements of the BoD Members have been notified to the Company prior to their appointment.
Changes to those external commitments (including significant non-executive commitments to companies and
non-profit institutions) are reported to the BoD as soon as they occur.
The
detailed CVs of all members of the current Board of Directors remain posted on the Company's website,
in order to fully, adequately and properly inform both the Shareholders of the Company and the investing
Public:
https://www.thpa.gr/index.php/el/olth/2014-01-04-22-57-18/board-of-directors
https://www.thpa.gr/index.php/en/olth/2014-01-04-22-57-18/board-of-directors
As regards the outgoing members of the Board of Directors during the financial year 2022, we briefly set out
the following information about their profile:
Franco Nicola Cupolo
Of Italian nationality, an experienced executive with over 20 years of senior management experience in
international transport and logistics.
Baiqiao (Leon) Fu
of Chinese nationality, expatriated from China Merchants Port Group as a financial controller to Terminal Link,
holds a Master's degree and has 10 years of experience in financial management, consolidated reporting,
financial modelling and analysis.
41
Corporate Secretariat
The Board of Directors has a Corporate Secretariat that ensures the effective and efficient operation of the
Board of Directors and its Committees, as well as the Company's Executive Committee. It also provides
immediate, clear and complete information to the members of the Board of Directors and its Committees, as
well as to the Company's Executive Committee, supports the inclusion of new members in the Board of
Directors, the organization of General Meetings, and facilitates the communication between the Board of
Directors and senior management.
The Corporate Secretariat is staffed by the following persons:
By Mrs. Georgia Arletou, who is a graduate of the Faculty of Law of the School of Law and Economic Sciences
of the Aristotle University of Thessaloniki, has worked as a lawyer for eight years, became a
Company's
executive on 01.01.1997, has participated in various Committees of the Company and has received training by
attending seminars on corporate law and corporate governance.
By Mrs. Eirini Paspala, who has studied Leadership & Human Resources Management, has 12 years of
experience as assisting senior executives of companies and Organizations, Chairmen and Managing Directors
as Executive Assistant and Secretary of Board of Directors. She is fluent in 4 languages and has a long track
record in the aviation industry. She became a company executive on 14.09.2020.
Senior Executives
of the Company, who are not members of the Board of Directors,
at the beginning of
the fiscal year 2022
were the following:
Henrik Jepsen
Chief Financial Officer
of ThPA SA from 2018 until 29.07.2022, of Danish nationality. Mr. Jepsen has
considerable international experience as Chief Financial Officer of ports and container terminals in Europe,
Africa, Middle East and Asia. In addition, he has many years of international experience as Chief Financial
Officer of Construction Groups and Turnkey Companies in Europe, North America, South America and China.
He holds a degree in Business Administration (Financial and Management Accounting) from Copenhagen
Business School, Denmark.
George Karamanolakis
Chief Financial Officer of ThPA SA
since 29.07.2022, of Greek nationality, with many years of international
experience, including in the fields of energy and technology. He is a graduate of the Athens University of
Economics and Business (former ASOEE), the Department of Applied Informatics and a former member of the
College of Chartered Accountants (SOEL). He has worked in auditing and consulting firms (Moore Stephens and
42
Ernst & Young). In 2002, he joined Ericsson South-eastern Europe in senior positions and served as Chief
Financial Officer at Landis & Gyr Greece.
Ioannis Fetanis
Chief Commercial Officer
of ThPA SA until 31.12.2022 of Greek nationality, with many years of experience
in multinational companies in the fields of International Transportation and Logistics, Industry and Trade,
Telecommunications and Advertising, in positions of Commercial Division, Strategic Development, Supply Chain
and Marketing, aiming at International and domestic markets (Greece, Southeastern and Central Europe) and
with studies in Economics and Business Administration.
It is noted
that on 01.01.2023, Mrs. Theodora Riga was appointed Chief Commercial Officer of the Company
while retaining the position of Director of Strategic Communication. She is a member of the Board of Directors
of MedCruise (Union of Mediterranean Cruise Ports), a member of the Board of Directors of the Thessaloniki
Tourism Organization and the Representative of the Hellenic Chamber of Shipping to the National Cruise
Coordination Committee (NCCC). Born in the USA, she holds an MBA in Business Administration and has been
a senior executive in port, shipping and financial services companies for the last 20 years, a member of the
National Cruise Commission and a member of the Board of Directors of a shipping company listed on the Athens
Stock Exchange, as a Commercial Director and as a Management Consultant in matters of Strategic
Development, Sales, Marketing and Communication in the largest ferry companies in Greece, providing
communication support to the Coastal Shipping Business Association.
Suitability and Independence of BoD Members
The Board of Directors fulfils all the criteria and conditions set out in the regulations of Law 4706/2020 on
corporate governance, the approved Suitability Policy of the Company’s BoD Members and its overall regulatory
and normative framework. In particular, in its current composition:
it covers the adequate representation per gender exceeding the minimum provisions of Law 4706/2020
and the Suitability Policy of the Company's Board of Directors, as three (3) women participate out of a
total of eight (8) members, i.e. the participation of the female gender amounts to 37.50%.
the legal criteria of independence are met by not less than 1/3 of the total number of BoD members [three
(3) out of a total of nine (8) members] and in particular by: Panagiotis Michalopoulos, Angeliki Samara and
Eirini Chadiari-Gkiala, who meet the criteria of independence in accordance with article 9 of Law 4706/2020,
as: (a) they do not directly or indirectly hold more than 0.5% of the Company's share capital and (b) they
are free from any financial, business, family or other kind of dependency relationship, which may affect
their decisions and their independent and objective judgment,
43
all the members of the Board of Directors have the appropriate experience, sufficient knowledge, skills,
independence of judgment, integrity and good reputation, have no impediments and do not lack suitability
in accordance with the approved Suitability Policy and the applicable regulatory and normative framework
of the Company, while their existing professional commitments to other companies do not affect their ability
to deal effectively with the Company's issues, and none of them is member in a Board of Directors of more
than three (3) listed companies,
the eight-member (8) composition covers the proper and effective exercise of the Company's duties and
responsibilities, reflects the Company's size, organisation and mode of operation; also, the BoD members
cover a wide range of knowledge, skills, qualifications and marketing, which cover the expertise related to
each business activity of ThPA SA and the main risks associated with it, strategic planning, financial reports,
compliance with the regulatory and normative framework, corporate governance issues, ability to identify
and manage risks and impacts of the technology on the company.
The assessment of the skills and experience of each member of the Board of Directors, as well as of the Board
of Directors collectively, is carried out and the verification of the suitability of its members, as well as the
independence of the independent members is examined whenever there is a change in the composition of the
Board of Directors.
Evaluation of BoD Members and Committees
The Board of Directors is assisted by the Nomination Committee both in determining the suitability of its
members, as well as in assessing their performance and maintaining their suitability.
In particular, in accordance with the established procedure, the Nomination Committee shall evaluate annually
the performance and suitability of the BoD members both on an individual and collective basis. The individual
evaluation shall take into account membership (executive, non-executive, independent non-executive),
participation in committees, special responsibilities/projects, time spent, behaviour, knowledge and experience.
The collective evaluation shall take into account the composition, diversity and effective cooperation of the BoD
members for the fulfilment of their duties.
Within the fiscal year 2022, before the closing of the annual financial statements, the Nomination Committee
assisted the Board of Directors with an evaluation report of its members and informed the members of the
Board of Directors accordingly. In particular, an evaluation of the functioning of the Board of Directors and its
Committees as collective bodies, an evaluation of the individual and collective suitability of the members of the
Board of Directors and its Committees, the fulfillment of the conditions of independence of the independent
members of the Board of Directors and the presence and participation of the members of the Board of Directors
in the meetings of the Board of Directors and its Committees were examined, taking into account the capacity
of each member as well as its external commitments.
 
44
Regarding the conclusions, the BoD's functioning as a collective body was assessed as satisfactory, and it was
considered that training on the company's operational scope and corporate governance and the participation
of the BoD members in the discussion of the issues on the agenda could be further improved.
Furthermore, the functioning of the Committees of the Board of Directors as collective bodies was assessed as
satisfactory.
The individual suitability assessment of the members of the current composition of the BoD found that no
member falls under any of the impediments to participation in the BoD. In addition, it was found that the
guarantees of morality and reputation, the implementation of the Conflict of Interest Prevention and Response
Policy, the independence of judgement and the allocation of sufficient time are met, taking into account the
capacity and responsibilities of each member and the other professional or personal commitments and
conditions. It was also found that each member of the Board of Directors has sufficient knowledge and skills to
perform his/her duties in view of his/her role and position. It was found that all independent non-executive
members of the Board of Directors fully meet the conditions and criteria of independence imposed by the
applicable regulatory framework.
Furthermore, it was found that the members of the Audit Committee as a whole have sufficient knowledge of
the sector in which the company operates, while the two independent members of the Committee have
sufficient knowledge and experience in auditing or accounting, and that the members of the Remuneration
Committee as a whole have the appropriate knowledge, experience and expertise regarding remuneration
policies and practices as well as risk management.
The collective suitability of the BoD and its Committees was assessed as satisfactory. It was found that the
members of the Board of Directors are able to make appropriate decisions taking into account the business
model, the risk appetite, the strategy and the markets in which the company operates. It was also found that
all areas of knowledge required for the Company's business activities are covered, with sufficient expertise
among the members of the Board of Directors. In particular, there is a sufficient number of members with
knowledge in each area to allow for a discussion on the decisions to be taken and the members of the BoD
collectively have the necessary skills to present their views. The composition of the Board of Directors reflects
the knowledge, skills and experience required to conduct each business of the company, the strategic planning,
the financial reporting and the ability to identify and manage risks. The Company has an adequate
representation per gender of 25% of the total BoD members and generally ensures equal treatment and
opportunities between men and women. Finally, it was found that the criterion of diversity governs the BoD
and is applied among its members, as the BoD operates without making discriminations on the grounds of age,
gender, colour, national origin, health, educational and professional background of its members and persons
of five different nationalities participated in it.
Finally, the presence and participation of the members in the meetings of the Board of Directors and its
Committees was assessed as satisfactory.
45
At the same time, the efficiency of each BoD Committee in terms of its assistance to the Board of Directors is
evaluated on the initiative of its Chairman every year in and a relevant report is prepared for each Committee.
Board of Directors Meetings
The Board of Directors meets at the registered office of the Company in the Port of Thessaloniki, or at any
other place provided for in its Articles of Association. The meetings may be held by teleconference for some or
all the members, in accordance with the applicable provisions, the Company's Articles of Association, its Rules
of Procedure and the entire regulatory and normative framework of the Company.
Within the fiscal year, the members participated in the BoD meetings that took place in 2022 as follows:
46
FULL NAME
TITLE
Participation
in all meetings
Comments
1. Athanasios Liagkos
Chairman of the Board of
Directors & Managing
Director, Executive Member
of the Board of Directors
15/15
Managing
Director
since
15/7/2022
2. Laurent Martens
Vice Chairman, Non-
Executive Member of the
Board of Directors
15/15
3. Franco Nicola Cupolo
Managing Director - Chief
Executive Officer, Executive
Member of the Board of
Directors
6/6
End of term
15/07/2022
4. Artur Davidian
Executive Member of the
Board of Directors
15/15
5. Fu Baiqiao (Leon)
Non-Executive Member of
the Board of Directors
8/8
End of term
28/09/2022
6. Charalampis Karamaneas
Non-Executive Member of
the Board of Directors
15/15
7. Panagiotis Michalopoulos
Independent Non-Executive
Member of the Board of
Directors
15/15
8. Angeliki Samara
Independent Non-Executive
Member of the Board of
Directors
15/15
9. Eirini Chadiari - Gkiala
Independent Non-Executive
Member of the Board of
Directors
15/15
10. Zonglyu (Jessie) Lu
Non-Executive Member of
the Board of Directors
6/6
Commencement
of term of office
28/09/2022
47
Information on the number of shares held by each member of the Board of Directors and each
principal executive of the Company.
No member of the Board of Directors or principal executive of the Company holds shares in the Company.
Report on decision-making policies in relation to transactions between related parties.
In order to adequately inform the Company shareholders and the Board of Directors when making decisions
regarding transactions between related parties including the transactions of the subsidiaries of ThPA SA, the Board
of Directors has approved and applies a related party transaction procedure.
The related party transaction procedure provides in particular for:
The legislative and regulatory framework with which the Company and its subsidiaries are required
to comply,
The responsibilities and obligations of all involved departments and division of the Company for the
management of transactions with related parties,
The way to identify related parties,
The process of managing and approving the conclusion of transactions with related parties,
The cases exempted from the Advance Authorisation Scheme,
The legal procedures for notifying transactions with related parties.
In the above context, in FY22, the Company entered into the following transactions with related parties:
Publicity
Provision
Related Party
Transaction
BoD License GEMI
(GECR) Reg. No.
DIMERA LAND & PROPERTY
sub-concession agreement/
30.11.2022
INVESTMENTS LTD
building reconstruction/utilization/
2853090/13.12.2022
use and maintenance
(No. 99, par. 2 of Law 4548/2018)
2882746/10.02.2023
Terminal Link s.a.
Managing Services
N/A
48
Board members fees
Regarding the Company's remuneration framework, the fees of the BoD members for FY 2022 is presented in
Note 8.26 of the financial statements.
In accordance with the Ordinary General Meeting of the Company on 21.04.2022, the fees of the members of
the Board of Directors and its Committees was pre-approved, in accordance with the Ordinary General Meeting
of the Company on 23.06.2021, where it was respectively approved that from 01.01.2021 no remuneration-
compensation is paid to the members of the Board of Directors per meeting, but only coverage of expenses as
defined in the current Remuneration Policy.
In addition, the Ordinary General Meeting of the Company on 21.04.2022, amended the Remuneration Policy
by adding a paragraph on the remuneration of independent non-executive members of the Board of Directors
who participate in BoD committees.
In addition, paragraph 2 of article 3 of the Remuneration Policy was reworded, in order to harmonize the
wording with the type of Audit Committee appointed by the General Assembly.
The Remuneration Policy and the Remuneration Reports per year are available to all interested parties on the
Company's website:
https://www.thpa.gr/index.php/el/#
!. The Remuneration Report for 2022 will become
available upon its approval by the Ordinary General Meeting for 2023.
1.6. BOARD OF DIRECTORS COMMITTEES
1.6.1. AUDIT COMMITTEE
According to Article 12 of the Company's Articles of Association, as in force after its amendment: "The Company
has an Audit Committee in accordance with Article 44 of Law 4449/2017 as amended in accordance with Article
74 of Law 4706/2020, consisting of three (3) Members of the Board of Directors. Provided that the Fund
(HRADF) or any of its legal successors continues to hold at least 504,000 ordinary voting shares with a nominal
value of € 3.00 each or the equivalent number of voting ordinary shares arising from such shares as a result of
any change in the nominal value per share (and for the avoidance of doubt, not taking into account any
fluctuation of the percentage on the total issue shares of the Company represented by these shares) the BoD
member appointed by the Fund in accordance article 7 par.6. participates in the Audit Committee.
The Remuneration Committee of ThPA SA fulfils its obligations under the law and the Regulations of Operation,
and indicatively:
It informs the Board of Directors of the outcome of the statutory audit and explains how the statutory audit
has contributed to the integrity of the financial information and its role in this process,
49
It monitors the financial information process and makes recommendations or proposals to ensure its
integrity,
it monitors the effectiveness of the company's internal audit, quality assurance and risk management
systems and, where appropriate, its internal control department with regard to the audited entity's financial
information, without prejudice to that entity's independence,
monitors the statutory audit of the annual & consolidated financial statements and, especially their
performance.
oversees and monitors the independence of chartered accountants or auditing firms and especially the
adequacy of the provision of non-audit services to the audited entity,
is responsible for the selection process of chartered accountants or audit firms and proposes the chartered
accountants or audit firms to be appointed.
in addition, it submits to the Ordinary General Meeting of the company its annual activity report, and
receives from the external auditor, together with its audit report, the additional report referred to in Article
11 of Regulation (EU) 537/2014.
Operation and Composition of the Committee
The Ordinary General Meeting of June 23, 2021, decided that the Audit Committee of the company will
constitute a Committee of the Board of Directors within the meaning of article 44 par. 1a case aa’ of Law No.
4449/2017, with a term until 23.06.2023.
The Committee has three members and consists of two independent non-executive members and one non-
executive member. The majority of the Audit Committee members are independent. The Chairman of the Audit
Committee is appointed by its members and is independent.
The Audit Committee is in quorum when a majority of its members is present and for the validity of the decision
making of the Committee, a majority of its members present is required. The Audit Committee shall meet
regularly, at least 4 times a year or on an ad hoc basis in order to carry out its duties effectively. At least twice
a year, it meets with the company's external auditor, without the presence of Management executives.
The Audit Committee operates in accordance with its Rules of Procedure, which was approved following a
recommendation of the Audit Committee and was approved by the Board of Directors within the year, and is
posted on the Company's website at
www.thpa.gr
on the path “Investor Information/ Corporate Governance
Code
- Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code
:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
.
50
The composition of the Committee is in accordance with Article 44 of Law 4449/2017 as amended and in force.
In the year 2022 there were no changes in the composition of the Audit Committee, whose composition until
the end of the year was as follows:
- Charalambis Karamaneas, non-executive member (member)
- Panagiotis Michalopoulos, independent non-executive member (Chairman)
- Angeliki Samara, independent non-executive member (member)
It is noted
that following the resignation of Mr. Charalambis Karamaneas as a member of the Board of
Directors and the election of Mr. Panagiotis Stamboulidis as a non-executive member of the Board of Directors,
in replacement of the resigned member, the Board of Directors elected Mr. Stamboulidis, as a member of the
Audit Committee in replacement of the resigned member Mr.
Charalambis Karamaneas with the reconstitution
of the said Committee.
Committee Meeting - Participation of each member to all the meetings
During the financial year, the members of the Audit Committee participated in the meetings that took place as
follows:
FULL NAME
TITLE
Participation in
all meetings
Comments
1.
Panagiotis Michalopoulos
Chairman of the Committee,
Independent Non-Executive
Member of the Board of Directors
17/17
2. Charalampis Karamaneas
Member of the Committee,
Non-
Executive Member of the Board of
Directors
17/17
3. Angeliki Samara
Member of the Committee,
Independent Non-Executive
Member of the Board of Directors
17/17
During the fiscal year 2022, the Audit Committee met 17 times with all members present (i.e. 100% participation
rate), according to the above table. Minutes were kept during the meetings describing the agenda items and
any decisions taken by the Committee. Senior executives of the Company, as well as directors and heads of
departments, were invited to meetings of the Committee during 2022, depending on the issues to be discussed.
The subjects of the meetings were the following:
a) the audit reports and reports of the Internal Control Department,
(b) the conductance of specific thematic audits, based on risks identified during the year,
51
(c) the proposals of the Audit Committee to the Board of Directors,
(d) the clarification of the issues of the Annual & Semi-annual Financial Report for the year 2021, while the
meetings for the approval of the financial statements were attended by the two independent members of the
Committee who have sufficient knowledge and experience in auditing or accounting,
e) the proposal for the selection of an audit company for the audit of the company's Financial Statements for
the year 2022,
f) the proposal for the selection of an audit company for the audit of the Financial Statements of the Subsidiary
of ThPA SA in Bulgaria under the name ThPA Sofia EAD,
(g) approval for the provision of an additional audit-related service by the audit firm KPMG
(h) the evaluation of the work of the Head of the Internal Control Department
(i) the proposal for the selection of an audit company for the evaluation of the Internal Control System in
accordance with the provisions of Law 4706/2020.
It is noted that the Audit Committee evaluated the nature and cost of the non-audit services provided by the
audit firm and confirm that they do not pose a threat to the latter's independence regarding the regular audit
of the financial year 2022, in accordance with the provisions of Law 4449/2017 and Regulation 537/2014 of
the EU.
The Audit Committee, in the context of its work, examined its performance and found that maximum efficiency
is ensured in its operation, as it has fully fulfilled its tasks.
More detailed information on the action of the Audit Committee is provided in the Activity Report of the Audit
Committee, which is posted on the Company's website at
www.thpa.gr.
The compensation fee of each member of the Audit Committee remains the same as in the year 2021 and
amounts to a monthly payment of €1,000 (one thousand euros, net, after taxes and deductions).
1.6.2. NOMINATION COMMITTEE
The Remuneration Committee of ThPA SA operates in consultation with the Board of Directors in accordance
with the powers granted to it by law and by the Board of Directors and provided for in its Rules of Procedure.
It deals with the identification and proposal to the Board of Directors of persons suitable for the Board of
Directors' membership, examines the suitability of the members of the Board of Directors in accordance with
the criteria of the relevant Company Policy and monitors the continuous implementation of the above suitability,
while ensuring that the composition, structure and operation of the Board of Directors meets the relevant legal,
regulatory and supervisory requirements.
52
Operation and Composition of the Committee
The Remuneration Committee of ThPA SA is composed, in accordance with the provisions of no. 10 and 12 of
Law 4706/2020, of three (3) non-executive members of the Board of Directors, two (2) of which are
independent non-executive members. The members of the Committee are appointed by the Board of Directors
and have a term of office equal to that of the Board of Directors. The term of office of each member may not
exceed nine (9) years in total. The Chairman of the Committee is appointed by the Board of Directors of the
company and is independent, non-executive Member.
An absolute majority of the members of the Committee constitute a quorum for the conduct of its work and a
simple majority of the members present is required for a decision-making. The Nomination Committee meets
at least once a year.
The Remuneration Committee operates in accordance with its Rules of Procedure, which was approved by the
Board of Directors within the year, and is posted on the Company's website at
www.thpa.gr
in the tab “Investor
Information/ Corporate Governance Code
- Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code
:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
During the financial year 2022, the composition of the Nomination Committee was as follows:
1
Angeliki Samara
Chairman of the Committee, Independent – Non-Executive
Member of the Board of Directors of the Company
2
Charalampis
Karamaneas
Member of the Committee, Non-Executive Member of the
Board of Directors of the Company
3
Eirini Chadiari - Gkiala
Member of the Committee, Independent, Non-Executive
Member of the Board of Directors of the Company
The term of office of the current composition of the Remuneration Committee is five years, from 12.07.2021
to 12.07.2026.
It is noted
that following the resignation of Mr. Charalambis Karamaneas, as a member of the Board of
Directors, the Board of Directors elected Mr. Panagiotis Michalopoulos as a member of the Nomination
Committee in place of the resigned member Mr. Charalambis Karamaneas with the reconstitution of the said
Committee.
Committee meetings of members/participation of each member in all meetings.
53
During the financial year, the members of the Audit Committee participated in the meetings that took place as
follows:
FULL NAME
TITLE
Participation in
all meetings
Comments
1. Angeliki Samara
Chairman of the
Committee,
Independent
Non-Executive Member of
the Board of Directors
3/3
2. Eirini Chadiari - Gkiala
Independent Non-
Executive Member of the
Board of Directors
3/3
3. Charalampis Karamaneas
Non-Executive Member of
the Board of Directors
3/3
Regarding its activities within the fiscal year 2022, the Nomination Committee met three (3) times with all
members present (i.e. 100% participation percentage). Minutes were kept during the meetings describing the
agenda items and the decisions of the Committee.
The subjects of the meetings were the following:
a) the submission of the annual report of the Nomination Committee for the year 2021
b) examining the suitability of a new member of the Board of Directors who has replaced a resigned member,
c) the individual evaluation of the members of the Board of Directors and its Committees, including the
examination of the presence and participation of the members in the meetings of the Board of Directors,
d) the collective evaluation of the body of the Board of Directors and its Committees, the monitoring of the
implementation of the company's Suitability Policy,
e) the verification of the fulfillment and maintenance by all members of the Board of Directors of the suitability
criteria and the independence requirements,
f) the verification of compliance of the composition, structure and operation of the Board of Directors with the
relevant legal, regulatory and supervisory requirements,
g) the verification of the non-existence of conflicts of interest of the members of the Board of Directors, the
supervision of the updating and maintenance of the register of solemn statements – CVs and details of the
members of the Board of Directors and the corresponding update of the related parties register and conflict of
interest,
h) examine the time needed by each member of the Board of Directors to carry out his duties effectively, taking
into account any external commitments,
54
i) the supervision of compliance with the obligation of the Board of Directors to keep the updated CVs of each
member posted on the company's website; and
j) the design of the process of implementing a policy of continuous education and training of members of the
Board of Directors and senior management.
The Nomination Committee, in the context of its work, has examined its performance and found that its
operation has reached maximum efficiency, as it has fully carried out its duties.
1.6.3. REMUNERATION COMMITTEE
The Remuneration Committee of ThPA SA operates in consultation with the Board of Directors in accordance
with the powers granted to it by law and by the Board of Directors and provided for in its Rules of Procedure.
It deals with the monitoring of the implementation of the company's remuneration policy and its reassessment,
examines the terms of employment of the members of the Board of Directors and the executives, as well as
the annual remuneration report, which it submits to the Board of Directors for approval.
At the Annual Ordinary
General Meeting on June 30, 2020, the remuneration policy of the company was approved in accordance with
article 110 of Law 4548/2018, which was amended by a decision of the Ordinary General Meeting of 21 April
2022.
Operation and Composition of the Committee
The Remuneration Committee of ThPA SA is composed, in accordance with the provisions of no. 10 and 11 of
Law 4706/2020, of three (3) non-executive members of the Board of Directors, two (2) of which are
independent non-executive members. The members of the Committee are appointed by the Board of Directors
and have a term of office equal to that of the Board of Directors. The term of office of each member may not
exceed nine (9) years in total. The Chairman of the Committee is appointed by its members at its first meeting
for its constitution, in accordance with the rules of the Corporate Governance Code and the provisions of the
Rules of Procedure of the Committee.
A majority of the members of the Committee constitute a quorum for the conduct of its work and a simple
majority of the members present is required for a decision-making. The Remuneration Committee meets at
regular intervals, at least twice (2) a year.
The Remuneration Committee operates in accordance with its Rules of Procedure, which was approved by the
Board of Directors within the year, and is posted on the Company's website at
www.thpa.gr
on the path
“Investor Information/ Corporate Governance Code
- Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code
:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
55
In 2022, there were changes in the composition of the Company's Remuneration Committee as follows:
The Chairman
of
the
Committee has
served in the
Committee for
more than one
year
in
previous
compositions.
The term of office of the Remuneration Committee is five years, from 12.07.2021 to 12.07.2026.
Committee meetings of members/participation of each member in all meetings.
During the financial year, the members of the Audit Committee participated in the meetings that took place as
follows:
FULL NAME
TITLE
Participation in all
meetings
Comments
1. Panagiotis Michalopoulos
Chairman,
Independent Non-
Executive Member of
the Board of
Directors
3/3
2. Laurent Martens
Non-Executive
Member of the
Board of Directors
3/3
3. Eirini Chadiari - Gkiala
Independent Non-
Executive Member of
the Board of
Directors
3/3
In terms of its activities during the year, the Remuneration Committee met six times with all members present
(i.e. 100% participation rate). Minutes were kept during the meetings describing the agenda items and any
decisions taken by the Committee. The subjects of the meetings were the following:
1
Panagiotis
Michalopoulos
Chairman of the Committee, Independent – Non-
Executive Member of the Board of Directors of the
Company
2
Laurent Martens
Member of the Committee, Non-Executive Member of
the Board of Directors of the Company
3
Eirini Chadiari - Gkiala
Member of the Committee, Independent, Non-Executive
Member of the Board of Directors of the Company
56
a) the examination of the information included in the final draft of the Remuneration Report 2021 and the
opinion to the BoD,
b) the proposal to amend the Remuneration Policy,
c) proposals to the Board of Directors regarding the remuneration of members of the Board of Directors, and
d) the proposal regarding the remuneration of the new Chief Financial Officer, the new Chief Commercial Officer
and the Deputy Chief Commercial Officer.
The Remuneration Committee, in the context of its work, examined its performance and found that maximum
efficiency is ensured in its operation, as it has fully fulfilled its tasks and implemented the tasks assigned to it
in a timely and adequate manner.
1.7. EXECUTIVE COMMITTEE
The Board of Directors has established an Executive Committee, to which it has delegated certain powers and
duties, as specifically mentioned in the current decision assigning the responsibilities of the Board of Directors,
which is registered and published in the competent General Commercial Registry (G.E.MI.) Service.
Since the beginning of the fiscal year 2022,the Executive Committee has participated in:
• the Executive Members of the BoD and the General Manager Level executives,
with a voting right,
as
follows:
1) Managing Director - Chief Executive Director, Mr. Franco - Nicola Cupolo, Chairman (until 15.07.2022)
2) Executive Chairman of the Board of Directors & CEO , Mr. Athanasios Liagkos, Chairman (as from
15.07.2022).
3) Chief Investment Officer, Mr. Artur Davidian
4) Chief Financial Officer, Mr. Henrik Jepsen (until the 29.07.2022)
5) Chief Financial Officer, Mr. Ioannis Fetanis
6) Chief Financial Officer, Mr. George Karamanolakis (as from 30.07.2022)
• of the following directors,
without a voting right:
1) Director of Human Resources, Mrs. Aikaterini Themeli
2) Director of Informatics, Communication & Technology, Mr. Konstantinos Parthenis
3) Container Terminal Director, Mr. Antonino Spezzano
4) Director of Corporate Communication, PR & Corporate Social Responsibility, Mrs. Theodora Riga.
Subsequently, the BoD Decisions no.7668/01.08.2022 and 7677/28.09.2022 approved the amendments to the
Regulation and the composition of the Executive Committee respectively, which was formed as follows:
Members with a voting right (6)
Executive Chairman of the Board of Directors, Mr. Athanasios Liagkos
Managing Director, Mr. Athanasios Liagkos
57
Chief Investment Officer, Mr.
Artur Davidian
Chief Financial Officer, Mr.
George Karamanolakis
Chief Commercial Officer, Mr.
Ioannis Fetanis
Chief Operating Officer
Members without voting right the Directors (8)
Corporate Communication, Mrs. Theodora Riga
Human Resources, Mrs. Aikaterini Themeli
Container Terminal, Mr. Antonino Spezzano
Conventional Terminal, Mr. Anastasios Mpaltasis
Procurement and Investment, Mr. George Papageorgiou
Civil Works & Project Studies Savvas Sismanis
Information, Communication and Technology, Mr. Konstantinos Parthenis
Equipment and Maintenance, Mr. Konstantinos Kontogiannis
Designated participants without voting right:
Attorney-at-law, Department of Legal Affairs, Ms. Evangelia Damigou
Head of Market Intelligence Department, Ms. Artemis Giannakidou
The Executive Board meets regularly at least monthly, at the invitation of its Chairman, or on an extraordinary
basis. In the case of urgent matters and where it is not possible to convene a meeting of the Executive
Committee, a decision may be taken by way of circulation.
The Executive Committee is in quorum when present either in person, by telephone or by videoconference, the
absolute majority of the members with the right to vote, that is, at least (3) members with voting right.
Decisions of the Executive Committee shall be taken by a majority of the members participating in the meeting
by a quorum. Each member of the Executive Committee with voting rights or his representative shall have one
vote.
In the event of a tie in a matter, the Chairman's vote shall prevail.
1.8. General Meeting and Rights of Shareholders
The General Meeting of the Shareholders is the supreme body of the company and is entitled to decide on each
corporate case, in accordance with the legislation in force.
The General Meeting shall meet at least once each financial year no later than the tenth (10th) calendar day
of the ninth month following the end of the financial year, in order to decide on the approval of the annual
financial statements and on the election of auditors (ordinary general meeting). The Ordinary General Meeting
may also decide on any other matter within its competence.
58
The General Meetings is convened by the Board of Directors. The General Meeting shall hold an extraordinary
meeting:
- whenever the Board of Directors deems it appropriate or necessary (extraordinary general meeting).
- at the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors
is obliged to hold an extraordinary general meeting of shareholders.
- at the request of the Company's auditor to the Chairman of the Board of Directors who requests the convening
of a General Meeting.
Shareholders are entitled to participate in the General Meeting, either in person or by proxy, in accordance with
the legal procedure provided for. The shareholders exercise their rights in relation to the Company's
Management, exclusively by participating in the General Meetings of the Company's shareholders. Each share
shall confer the right to one vote. In order to have the right to vote at the General Meeting, joint owners of the
share, must indicate to the Company in writing a common representative for this share, who will represent
them at the General Meeting, and until they do so, the exercise of their rights is suspended.
In particular, the General Meeting is solely responsible for deciding on the following issues:
a)
Amendment of the Articles of Association, including increases or decreases in the share capital.
b)
Merger, division, conversion, revival, extension of the duration or dissolution of the Company.
c)
Election of members of the Board of Directors and auditors.
d)
Approval of the Company's annual financial statements.
e)
Distribution of annual profits.
f)
The approval of the payment of fees or the advance payment of fees to the BoD members pursuant to
Article 109.
g)
Approval of the overall management pursuant to Article 108 and the discharge of the auditors.
h)
Appointment of liquidators.
i) Approval of the remuneration policy of Article 110 and discussion of the remuneration report of Article 112
of Law 4548/2018.
At least twenty (20) days before the General Meeting, the Company shall post on its website, in
both Greek and English, information on:
-
the date, time and place of the General Meeting of Shareholders,
-
the items on the agenda,
-
the shareholders entitled to participate and
-
precise instructions on how shareholders will be able to participate in the general meeting
and exercise
their rights.
59
In addition to the above, the invitation includes further information on how to exercise shareholders' rights, in
accordance with the provisions of article 121 of Law 4548/2018.
Until the election of its Chairman, which is done by simple voting, the General Meeting is chaired by the
Chairman of the Board of Directors or his deputy.
A summary of the decisions of the General Meeting is available on the Company's website at
www.thpa.gr
Company/Investor Information/General Meetings:
https://www.thpa.gr/index.php/el/olth/investors/gen_meetings_gr
.
1.9. Diversity in the Company's administrative, management, supervisory and management
bodies and among its senior managers
The Company has adopted a Diversity Policy, within the meaning of article 152, par. d, Law 4548/2018, which
is posted on the Company's website, regarding the composition of the BoD and senior management, with the
aim of expressing different perspectives, which reflect the social and business environment of the Company.
Diversity refers to gender, skills, opinions, abilities, knowledge, qualifications and experience. The Board of
Directors fulfils all the criteria and conditions set out in the regulations of Law 4706/2020 on corporate
governance, the approved Suitability Policy of the Company’s BoD Members and its overall regulatory and
normative framework. In particular, with its current composition, the Board of Directors covers the adequate
representation per gender exceeding the minimum provisions of Law 4706/2020 and the Suitability Policy of
the Company's Board of Directors, as three (3) women out of a total of eight (8) members participate, i.e. the
participation of the female gender amounts to 37.50%, while the representation per gender in the Company's
executives is at a lower level [women amount to 25%]. In accordance with the Company's current Diversity
Policy, diversity in the workplace does not allow the exclusion of any executive from any function, position and
working group. The Company's policy is to operate under fair and lawful human resources management
procedures, without discrimination based on, but not limited to, age, sex, gender, colour, ethnic origin, health,
educational and professional background of employees. In this context, in the FY22, the Board of Directors
included members of five different nationalities, the Remuneration Committee included members of two
different nationalities and the Executive Committee included members of four different nationalities.
Subsequently, the maximum possible diversity is sought, to the extent possible, in the composition of the BoD
and the executives, in order to successfully meet the corporate objectives. The above composition aims to
continuously increase the pool of skills, experience and vision that the Company has for its highest positions,
as well as its competitiveness, productivity and innovation.
60
1.10. Corporate governance of the subsidiary company “ThPA Sofia EAD”.
The Company has the 100% subsidiary company "ThPA SOFIA EAD", based in Sofia, Bulgaria, which,
at the
beginning of the fiscal year 2022
, was managed by a three-member Board of Directors, consisting of the
following:
-Franco Nicola Cupolo, Chairman (Managing Director-Chief Executive Officer of ThPA SA),
-Henrik Jepsen, Vice Chairman (Chief Financial Officer of ThPA SA) and
-Artur Davidian, Member (executive member of the BoD-Chief Investment Officer of ThPA SA).
The Board of Directors of the subsidiary elected Mr. Franco Nicola Cupolo as its Executive Director.
On 30.05.2022 with no. 7649 Decision the Board of Directors of ThPA SA appointed Mrs. Angeliki Samara and
Eirini Chadiari-Gkiala as new members of the Board of Directors of the subsidiary company, without executive
powers with a term of five (5) years.
Following the resignations of Fr. Franco Nicola Cupolo and Henrik Jepsen, the Board of Directors of ThPA SA
appointed Mr. Athanasios Liagkos as a new member of the Board of Directors of the Subsidiary, whose current
composition, following its formation, is as follows:
-Athanasios Liagkos, Executive Director (Executive Chairman of the BoD & Managing Director of ThPA SA)
- Artur Davidian, Vice-Chairman
- Angeliki Samara, Member
- Eirini Chadiari - Gkiala, Member
The aforementioned persons do not receive fees for their participation as members of the Board of Directors
of the subsidiary company.
The Board of Directors of ThPA SA monitors the performance and operation of its subsidiary company.
The above subsidiary company during the financial year 2022 is not considered as significant within the meaning
of article 2 par.16 of Law 16 of Law 4706/2020, in so far as it does not affect or cannot substantially affect the
financial position or performance or business activity or the financial interests of ThPA SA in general.
1.11 Sustainable Development Policy
The company adopts and implements a policy on ESG and sustainable development matters. The Sustainable
Development Policy of the Company is in line with the values of responsibility, integrity, transparency, efficiency,
and innovation. The strategy is set out by the Management, which is committed to:
the implementation of sustainable development policy at all levels and sectors of activity of the Company.
the strict observance of the current legislation and the full implementation of the standards, policies,
internal instructions and the relevant procedures applied by the Company.
61
the implementation of responsible management practices of the Company’s human resources, the provision
of a healthy and safe working environment for its human resources and partners, and the implementation
of relevant training programs, the continuous training of employees, in order to effectively develop skills,
knowledge and the know-how of the employees, increasing their efficiency and the degree of their
satisfaction.
the protection of human rights and the provision of an equal opportunity working environment, without
discrimination on the grounds of age, race, sex, color, nationality, religion, health, sexual orientation, or
belief.
the selection of suppliers and partners using their best endeavours to prevent and combat corruption.
the continuous effort to reduce the environmental footprint through ongoing monitoring of environmental
parameters and implementation of responsible actions and prevention measures.
the cooperation and support of local communities, implementing a series of actions, which are developed
in the long run and concern, inter alia, culture, health and education, in order to contribute to the
sustainable development of the areas where it operates. The operation and development of the port is
directly connected with the economic, social, as well as cultural development of Thessaloniki
the constant pursuit of creating added value for all stakeholders.
The Sustainable Development Policy is part of the Company's Internal Rules of Procedure, which are available
to all interested parties at the following link:
https://www.thpa.gr/files/general/ked/KEOL_09072021_el.pdf
https://www.thpa.gr/files/general/ked/IOOR_09072021_en.pdf
In 2022, the Company launched a multi-level internal venture, i.e. the development of a Sustainable
Development Strategy. Through the Sustainable Development Strategy and the development of targets per
pillar (environment, society, economy), ThPA SA ensures its compliance with the existing national and European
regulatory framework for Sustainable Development and lays the foundations for the adoption and
implementation of the expected regulatory framework for the creation of a sustainable business model. It also
reconciles its priorities and objectives with the needs of stakeholders, determines and quantifies the profitability
for the sustainability of the organisation, creates added value and strengthens its profitability, and at strategic
level it is differentiated from competition.
62
Thessaloniki, 06/04/2023
The BoD Executive Chairman &
Managing Director
The Member appointed by
the BoD
The Member appointed by
the BoD
Athanasios Liagkos
ID Card no. AK 148312
Panagiotis Michalopoulos
ID Card no. ΑΝ 500394
Angeliki Samara
ID Card no. S 492406
63
D. Independent Auditors’ Report
Independent Auditor’s Report
(Translated from the original in
Greek)
To the Shareholders of
THESSALONIKI PORT AUTHORITY S.A.
Report on the Audit of the Separate and Consolidated Financial
Statements
Opinion
We have audited the accompanying Separate and Consolidated Financial Statements of
THESSALONIKI PORT AUTHORITY S.A. (the “Company”) which comprise the Separate and
Consolidated Statement of Financial Position as at 31 December 2022, the Separate and
Consolidated Statements of Comprehensive Income, Changes in Equity and Cash Flows for the
year then ended, and notes, comprising a summary of significant accounting policies and other
explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present fairly,
in all material respects, the separate and consolidated financial position of THESSALONIKI PORT
AUTHORITY S.A. and its subsidiaries (the “Group”) as at 31 December 2022 and its separate and
consolidated financial performance and its separate and consolidated cash flows for the year then
ended, in accordance with International Financial Reporting Standards as adopted by the
European Union.
64
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in Greek legislation. Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial
Statements section of our report. We are independent of the Company and the Group in
accordance with the International Ethics Standards Board for Accountants International Code of
Ethics for Professional Accountants, as incorporated in Greek legislation, and with the ethical
requirements that are relevant to the audit of the separate and consolidated financial statements
in Greece and we have fulfilled our other ethical responsibilities in accordance with the
requirements of the applicable legislation. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most significance
in our audit of the Separate and Consolidated Financial Statements of the current period. These
matters and the relevant significant assessed risks of material misstatement were addressed in
the context of our audit of the Separate and Consolidated Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1.
Contingent liabilities and provisions arising from litigation
See
8.27.1
to the Separate and Consolidated Financial Statements.
The key audit matter
How the matter was addressed in
our audit
The Company faces a number of pending legal
proceedings from third parties amounting to EUR
8.05 million for which it has not provided. The
Company provides, based on management’s
Our audit procedures in relation to this matter
included, among others, the followings:
We obtained the analysis of all legal
proceedings assessed by management and
65
judgement, when it is more likely than not that
there will be an outflow of benefits and the
amount can be estimated reliably. For this
estimate management considers all available
information including the opinion of its legal
advisors.
This area was considered as key audit matter due
to the significant number of outstanding
litigation, the uncertainty involved in the above
estimate, the management’s judgement required
and the significant amount of pending legal
proceedings.
we compared them to lists provided by the
legal department of the Company.
We obtained internal or/and external legal
confirmations directly requested by us.
We discussed the possible outcome and the
probable outflow for the most significant
pending legal proceedings with the internal
legal department or/and the external lawyers
and management as well.
We reviewed the supporting documentation
that evidences the management’s provision or
not and disclosure or not for the most
significant legal proceedings.
Finally, we evaluated the appropriateness and
adequacy of the disclosures which are
included in the notes to the Financial
Statements.
Other Information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the Board of Directors’ Report, for which reference is made in the
“Report on Other Legal and Regulatory Requirements”, the Corporate Governance Statement and
the Declarations of the Members of the Board of Directors but does not include the Separate and
Consolidated Financial Statements and our Auditors’ Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Separate and Consolidated Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether the other
66
information is materially inconsistent with the Separate and Consolidated Financial Statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with
Governance for the Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate and
Consolidated Financial Statements in accordance with International Financial Reporting Standards
as adopted by the European Union, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of separate and consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company and the Group
or to cease operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the Group’s
financial reporting process.
Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and Consolidated
Financial Statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with ISAs which
have been incorporated in Greek legislation will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users
67
taken on the basis of these Separate and Consolidated Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional scepticism throughout the audit. We
also:
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s and the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to
the related disclosures in the Separate and Consolidated Financial Statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’ report. However, future events
or conditions may cause the Company or the Group to cease to continue as a going
concern.
Evaluate the overall presentation, structure and content of the Separate and
Consolidated Financial Statements, including the disclosures, and whether the separate
and consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on these
Consolidated Financial Statements. We are responsible for the direction, supervision,
68
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and the
Corporate Governance Statement that is included in this report [for listed entities. Our opinion on
the financial statements does not cover the Board of Directors’ Report and we do not express an
audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in doing
so, consider whether, based on our financial statements audit work, the information therein is
materially misstated or inconsistent with the financial statements or our audit knowledge. Based
solely on that work pursuant to the provisions of paragraph 5 of Article 2 of Law 4336/2015
(part B), we note that:
(a)
The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by Article 152 of L. 4548/2018.
(b)
In our opinion, the Board of Directors’ Report has been prepared in accordance with the
applicable legal requirements of Articles 150 and 153 and of paragraph 1 (cases c and
69
d) of article 152 of L. 4548/2018 and its contents correspond with the accompanying
Separate and Consolidated Financial Statements for the year ended 31 December 2022.
(c)
Based on the knowledge acquired during our audit, relating to THESSALONIKI PORT
AUTHORITY S.A. and its environment, we have not identified any material
misstatements in the Board of Directors’ Report.
2.
Additional Report to the audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with the
Additional Report to the Audit Committee of the Company dated 29 March 2023, pursuant to the
requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3.
Provision of non Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014 or any other permissible non-audit services.
4.
Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based on the decision
of the Annual General Shareholders’ Meeting dated 29/06/2019. From then onwards our
appointment has been renewed uninterruptedly for a total period of 4 years based on the annual
decisions of the General Shareholders’ Meeting.
5.
Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of Law 4706/2020.
6.
Assurance Report on the European Single Electronic Reporting
Format
70
We examined the digital files of the THESSALONIKI PORT AUTHORITY SOCIETE ANONYME, which
were prepared in accordance with the European Single Electronic Format (ESEF) that is
determined by the Commission Delegated Regulation (EU) 2019/815, as amended by the
Regulation (EU) 2020/1989 (the ESEF Regulation) that include the separate and consolidated
financial statements of the Company and the Group for the year ended as at 31 December 2022
in XHTML format , and also the file XBRL (213800ETW48B6KOWZA42-2022-12-31-el.zip) with the
appropriate mark up of the those consolidated financial statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the ESEF
Regulation and the 2020/C 379/01 Commission Interpretative Communication issued on
10 November 2020, as required by the L. 3556/2007 and the relevant announcements of the
Hellenic Capital Markets Commission and the Athens Stock Exchange (the “ESEF Regulatory
Framework”).
This Framework includes in summary, among others, the following requirements:
All the annual financial reports must be prepared in XHTML format.
With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is included in the Statement
of Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity and the Statement of Cash Flows, as well as in the Notes to the
consolidated financial statements, must be marked up with XBRL tags, in accordance
with the ESEF Taxonomy, as in force. The technical requirements for the ESEF, including
the relevant taxonomy, are included in the ESEF Regulatory Technical Standards,
including of the Notes to the Consolidated Financial Statements.
The requirements as defined in the ESEF Regulatory Framework as in force are appropriate criteria
in order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and consolidated
financial statements of the Company and the Group, for the year ended as at 31 December 2022,
in accordance with the requirements determined by the ESEF Regulatory Framework, and for such
internal control as the Board of Directors determines is necessary to enable the preparation of
digital files that are free from material misstatement, whether due to fraud or error.
71
Auditors’ Responsibilities
Our responsibility is the planning and the execution of this assurance engagement in accordance
with the 214/4/11-02-2022 Decision of the Hellenic Accounting and Auditing Standards Oversight
Board and the Guidelines for the assurance engagement and report of Certified Auditors on the
European Single Electronic Reporting Format (ESEF) of issuers with shares listed in a regulated
market in Greece”, as these were issued by the Institute of Certified Public Accountants of Greece
on 14/02/2022 (the “ESEF Guidelines”), in order to obtain reasonable assurance that the separate
and consolidated financial statements of the Company and the Group that are prepared by the the
Board of Directors of the Company in accordance with the ESEF comply in all material respects
with the ESEF Regulatory Framework as in force.
Our work was performed in accordance with the International Ethics Standards Board for
Accountants’
Code of Ethics for Professional Accountants,
as it has been incorporated into Greek
legislation and we have also fulfilled our independence requirements, in accordance with the
L. 4449/2017 and the Regulation (EU) 537/2014.
The assurance work that we carried out refers exclusively to the ESEF Guidelines and was
conducted in accordance with the International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information”.
Reasonable assurance is a high level of assurance, but is not a guarantee that such an assurance
engagement will always detect a material misstatement regarding non-compliance with the
requirements of the ESEF Regulation.
72
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that
the separate and consolidated financial statements of the Company and the Group for the year
ended as of 31 December 2022 in XHTML format , and the XBRL file (213800ETW48B6KOWZA42-
2022-12-31-el.zip) marked up with respects to the consolidated financial statements, including
the Notes to the consolidated financial statements, have been prepared, in all material respects,
in accordance with the requirements of the ESEF Regulatory Framework.
Athens, 6 April 2023
KPMG Certified Auditors S.A.
AM SOEL 114
Alexandros – Petros Veldekis, Certified Auditor
AM SOEL 26141
 
73
E. Annual Financial Statements
Financial Position Statement for Group and Company
Group
Group
Company
Company
Amounts in thousands €
Notes
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non Current Assets
Investment Property
8.1
3.471
3.231
3.471
3.231
Tangible fixed assets
8.2
83.030
72.167
83.023
72.165
Intangible assets
8.3
3.077
2.282
3.077
2.277
Right-of-use asset
8.4
39.934
41.612
39.898
41.290
Participation in affiliated companies
8.26
0
0
1.639
539
Long-term receivables
8.5
103
27
103
27
Other long-term receivables
8.5
0
0
1.470
770
Restricted cash
8.9
7.000
7.000
7.000
7.000
Deferred tax assets
8.24
4.632
4.637
4.632
4.637
Total non current assets
141.247
130.955
144.312
131.935
Current Assets
Inventories
8.6
2.907
1.984
2.907
1.984
Trade Receivables
8.7
6.794
3.281
6.615
3.241
Down Payments and other receivables
8.8
5.957
4.920
7.092
6.045
Other financial assets
8.9
0
75.584
0
75.584
Cash and cash equivalents
8.9
93.887
27.701
92.264
27.425
Total current assets
109.545
113.470
108.877
114.280
Total Assets
250.792
244.425
253.189
246.216
 
74
EQUITY
Equity
Share capital
8.10
30.240
30.240
30.240
30.240
Reserves
8.10
69.086
69.086
69.086
69.086
Retained earnings
78.059
73.685
80.827
75.260
Total Equity
177.386
173.011
180.153
174.586
LIABILITIES
Long-term liabilities
Provisions for liabilities to employees
8.11
4.335
5.621
4.335
5.621
Other provisions
8.12
418
416
418
418
Lease liability
8.28,2
45.413
45.910
45.413
45.584
Other long-term liabilities
8.13
364
215
364
215
Total Long-term liabilities
50.528
52.162
50.528
51.838
Short-term liabilities
Trade payables
8.14
7.748
5.946
7.593
6.116
Contract Liabilities
8.14
4.185
3.135
4.185
3.135
Current Income tax
8.15
2.802
2.807
2.802
2.807
Short-term lease liability
8.28.2
1.966
1.938
1.929
1.938
Other liabilities and accrued expenses
8.14
6.177
5.426
5.999
5.795
Total Short-term liabilities
22.877
19.251
22.508
19.791
Total liabilities
73.406
71.414
73.036
71.629
Total Equity and Liabilities
250.792
244.425
253.189
246.216
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the
accounting policy of IAS 19.(See note 4.4)
 
75
Comprehensive Income Statement for Group and Company
Group
Group
Company
Company
Amounts in thousands of €
Notes
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Sales
8.16
82.245
77.863
80.561
76.890
Cost of sales
8.17
-48.414
-41.680
-46.166
-39.921
Gross profit
33.832
36.182
34.395
36.969
Other income and profits
8.18
4.076
2.822
4.246
2.909
Administrative expenses
8.19
-11.047
-10.277
-10.563
-9.873
Distribution expenses
8.20
-777
-772
-777
-772
Other expenses and losses
8.22
-150
-462
-212
-462
Operating profit before tax, financial and
investment results
25.933
27.493
27.089
28.771
Financial income
8.23
347
476
371
476
Finance costs
8.23
-2.066
-2.058
-2.054
-2.023
Fiscal Year Profit before tax
24.214
25.912
25.406
27.225
Income tax
8.24
-5.621
-6.125
-5.621
-6.125
Profit for the year after tax (A)
18.594
19.787
19.786
21.100
Profit/loss on remeasurement of defined benefit
plans
8.11
1.155
-846
1.155
-846
Related income tax
8.24
-254
174
-254
174
Other comprehensive income after tax (B)
901
-673
901
-673
Total comprehensive income after tax (A +
B)
19.495
19.115
20.687
20.427
Earnings after tax per share basic and
impaired (in €)
8.29
1,84
1,96
1,96
2,09
Profit before tax on financial and investment
income and total depreciation and
amortization
7.2
32.946
33.444
33.810
34.722
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the
accounting policy of IAS 19.(See note 4.4)
 
76
Statement of Changes in Equity for Group and Company
The Group
Amounts in thousands €
Note
Share
capital
Statutory
Reserves
Tax free
Reserves
Total
Reserves
Retained
Earnings
Total
Opening Equity (1.1.2021)
30.240
10.596
57.436
68.031
70.130
168.402
Transactions with Owners
Dividends distributed
8.25
0
0
0
0
-14.314
-14.314
Other changes during the year
Other trsansactions
0
0
0
0
-192
-192
Profit after tax
0
0
0
0
19.787
19.787
Other comprehensive income after tax
0
0
0
0
-673
-673
Total income after tax
0
0
0
0
19.115
19.115
Profit distribution to reserves
8.10
0
1.055
0
1.055
-1.055
0
Equity at the end of the year
(31.12.2021)
30.240
11.651
57.436
69.086
73685
173.011
Opening equity (1.1.2022)
30.240
11.651
57.436
69.086
73.685
173.011
Transactions with Owners
Dividends distributed
8.25
0
0
0
0
-15.120
-15.120
Other changes during the year
Profit after tax
0
0
0
0
18.594
18.594
Other comprehensive income after tax
0
0
0
0
901
901
Total income after tax
0
0
0
0
19.495
19.495
Profit distribution to reserves
8.10.2
0
0
0
0
0
0
Equity at the end of the year
(31.12.2022)
30.240
11.651
57.436
69.086
78.059
177.386
77
The Company
Amounts in thousands €
Note
Share
capital
Statutory
Reserves
Tax free
Reserves
Total
Reserves
Retained
Earnings
Total
Opening Equity (1.1.2021)
30.240
10.596
57.436
68.031
70.393
168.665
Transactions with Owners
Dividends distributed
8.25
0
0
0
0
-14.314
-14.314
Other changes during the year
Other transactions
0
0
0
0
-192
-192
Profit after tax
0
0
0
0
21.100
21.100
Other comprehensive income after tax
0
0
0
0
-673
-673
Total income after tax
0
0
0
0
20.427
20.427
Profit distribution to reserves
8.10.2
0
1.055
0
1.055
-1.055
0
Equity at the end of the year
(31.12.2021)
30.240
11.651
57.436
69.086
75.260
174.586
Opening equity (1.1.2022)
30.240
11.651
57.436
69.086
75.260
174.586
Transactions with Owners
Dividends distributed
8.25
0
0
0
0
-15.120
-15.120
Other changes during the year
Profit after tax
0
0
0
0
19.786
19.786
Other comprehensive income after tax
0
0
0
0
901
901
Total income after tax
0
0
0
0
20.687
20.687
Profit distribution to reserves
8.10.2
0
0
0
0
0
0
Equity at the end of the year
(31.12.2022)
30.240
11.651
57.436
69.086
80.827
180.153
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the
accounting policy of IAS 19.(See note 4.4)
 
78
Cash Flow Statement for Group and Company
Amounts in thousands €
Group
Group
Company
Company
Cash flow from operating activities
Notes
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Profit after tax
18.594
19.787
19.786
21.100
Plus / minus adjustments for:
Depreciation of tangible and intangible assets
8.2, 8.3
4.924
4.463
4.918
4.461
Depreciation of right-of-use assets
8.2, 8.4
2.152
1.803
1.866
1.490
Financial costs of lease liabilities
1.714
1.742
1.710
1.718
Depreciation of subsidised assets
7.2, 8.18
-63
-63
Provisions
560
126
560
126
Revenue from unused provisions
8.18
-24
-66
-24
-66
Profit/losses from revaluation of investment properties at fair value
-240
-240
-178
Loss on destruction/impairment of fixed assets
28
108
28
108
Tax for the period
8.24
5.621
6.125
5.621
6.125
Credit interest and related income
8.23
-347
-476
-371
-476
Interest and similar charges
8.23
352
316
344
305
Plus/minus adjustments for changes in working capital accounts or related to operating activities:
(Decrease)/increase in inventories
-922
-248
-922
-248
Decrease/(Increase) in receivables
-4.620
3.674
-6.290
1.938
(Decrease)/Increase in liabilities (excluding banks)
4.674
-24
4.802
950
Payments for personnel indemnity
-1.118
-1.000
-1.118
-1.000
Less:
Interest and similar charges paid
8.23
-2.066
-2.058
-2.054
-2.023
Taxes paid
-5.830
-4.415
-5.830
-4.415
Net cash inflow/(outflow) from operating activities (a)
23.388
29.679
22.721
29.915
Cash flow from investing activities
Purchase of tangible and intangible assets
8.2, 8.3
-17.539
-17.399
-17.536
-17.389
Receipts from sales of tangible and intangible fixed assets
218
218
Sale of available-for-sale financial assets
8.4
Purchase/sale of other financial assets
8.9
75.584
-58.069
75.584
-58.069
Sale of other financial assets
8.9
Investments in afiliated companies
-1.100
-513
Interest and similar income received
347
476
371
476
Net cash inflow/(outflow) from investing activities (b)
58.610
-74.991
57.537
-75.494
Cash flows from financing activities
Repayments of lease obligations (interest payments)
8.28.2
-692
-269
-300
-277
Dividends paid
8.25
-15.120
-14.314
-15.120
-14.314
Net cash inflow/(outflow) from financing activities (c)
-15.812
-14.583
-15.420
-14.591
Net increase/(decrease) in cash and cash equivalents
(a) + (b) + (c)
66.186
-59.895
64.839
-60.170
Opening cash and cash equivalents
27.701
87.595
27.425
87.595
Cash and cash equivalents at the end of the year
93.887
27.701
92.264
27.425
79
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the accounting policy of IAS 19.(See note 4.4)
 
80
F. Notes on the Annual Financial Statements
Note
: References to the provisions of Law 2190/1920 are meant as references to the corresponding
provisions of Law 4548/2018.
1.
Incorporation and Company activity
Public limited company ThPA S.A. was incorporated in the year 1999, for a term of 100 years, by the
conversion of the Public Law Legal Entity «Thessaloniki Port Authority» (the Company) to a public limited
company, pursuant to Law 2688/1999.
The company is involved in the sector of auxiliary activities related to transportations (STACOD ’08, code
52), i.e. the provision of services of loading/unloading cargoes, their storage, of other port services, of the
service of passenger traffic etc.
The shares of the Company are listed in the Main Market of the Athens Stock Exchange with 25,73% of
the total shares being offered to the investing public.
In 2020, the Company established a subsidiary in Bulgaria (with a 100% stake) based in Sofia, within the
framework of its strategies, therefore for the year 2021, corporate and consolidated financial statements
were prepared that include the Company and its subsidiary ("the Group").
2.
Legal Framework
The Company is governed by the principles of the Société Anonyme 2190/1920 and the founding Law
2688/1999 as amended and in force.
The Company’s goal is to fulfill the obligations, to carry out the activities and to exercise the opportunities
arising from the concession agreement between the Company and the Greek State as amended and in
force at the time.
The Company’s goal as described in Article 3 of its Articles of Association, includes in particular:
The exploitation of the rights granted to it under the Concession Agreement as well as the
maintenance, development, and exploitation of the conceded assets in accordance with the
Concession Agreement,
The provision of services and facilities to ships, cargo and passengers, including mooring and
cargo handling,
The installation, organization, and operation of all types of port infrastructure,
The undertaking of any activity relating to the Port of Thessaloniki, commercially or reasonably
adjacent to it,
The conclusion of contracts with third parties for the provision of port services of all kinds,
The award of works contracts,
 
81
Undertaking any kind of activity, whether intentional or routine, in the context of its business
activity under the Concession Agreement.
Undertaking any activity other than those carried out by commercial companies in general.
3.
Concession agreement for the right of use and exploitation of the terrestrial port zone of the
Port of Thessaloniki
The Company has the exclusive right to use and exploit the plots, buildings and installations of the
terrestrial port zone of the Port of Thessaloniki, which are property of the Greek State. The above exclusive
right was conceded to ThPA S.A. by virtue of the concession agreement of June 27
th
2001 between the
Greek State and ThPA S.A. and expires in the year 2051. The above agreement was amended and coded
in February 2018 and ratified by Law 4522/07.03.2018 (Gov. Gaz 39).
The main points of the Amended or Revised Concession are as follows:
The right of use extends over the land sections covered or not, the existing buildings, the technical-
port works, the embankments, service roads, railway network, public utility networks, extensions to sites-
works, the port maritime zone, in general over the premises of the vertical projection of the terrestrial port
zone except from buildings serving public services and specially designed buildings of the pier a΄ and its
surroundings.
Through this concession agreement, the Greek State grants to ThPA S.A the exclusive right to hold,
use, manage, maintain, improve and exploit the concession information throughout the duration of the
Concession, subject to the terms and conditions set forth in this agreement.
The right will expire on 27 June 2051, the fiftieth (50th) anniversary of the 2001 Concession, subject
to an early termination in accordance with Article 25.
The termination or expiration of the agreement implies the liability of ThPA S.A. to remit the
concession to the State in the situation provided for in Article 26 of the Concession.
A concession fee is determined as a percentage of the Company's total consolidated revenue at 3,5%,
with a minimum annual amount payable, €1,8 million.
ThPA S.A. is liable:
To take all reasonable steps within its sphere of influence to ensure that all operations, activities
and transactions undertaken under this Concession will contribute to the development of the
Port of Thessaloniki as provided for in the program objectives.
To fulfill its liabilities under this Concession in accordance with applicable laws, regulations and
ordinances of general application.
To operate the Port of Thessaloniki and to fulfill in all respects its obligations arising from this
Agreement in accordance with good industry practice.
The Greek State is liable:
 
82
To provide the necessary assistance to fulfill the purpose of the concession.
4. Framework for the preparation and basis for the presentation of the financial statements
4.1. Framework for the preparation
The corporate and consolidated financial statements have been compiled in accordance with the
International Financial Reporting Standards (IFRS), as they have been published by the International
Accounting Standards Board (IASB) as well as in accordance with their relevant Interpretations, as published
by the Standards Interpretation Committee of the IASB, as they have been adopted by the European Union
and mandatorily applied for the fiscal years ending on December 31, 2022. There are no standards and
standards interpretations that have been applied prior to the date of beginning of their application.
The corporate and consolidated financial statements attached have been prepared on the basis of the
principle of going concern and the principle of historic cost.
The preparation of financial statements requires to incur estimates and adopt assumptions by Management
that affect assets, liabilities, profit or loss and disclosures. Actual facts may differ from the estimates and
assumptions of the Management. The areas that contain more estimates and assumptions are listed in
section 4.4.
The financial statements refer to individual and consolidated financial statements.
The COVID-19 global pandemic, which broke out in mid-March 2020, continued to affect the global economy
for the third consecutive year. The Management continues to take all the necessary measures to protect the
health of the Group's employees.
The positive development of Company's and Group's figures and performance is not expected to deviate as
a result of the conditions created by the Covid-19 pandemic, the effects of which were limited for the
Company and the Group.
4.2. Presentation basis
The corporate and consolidated financial statements are presented in thousands of Euro, unless otherwise
stated.
The annual financial statements of the fiscal year that ended on December 31, 2022 have been prepared in
compliance with the International Financial Accounting Standards, adopted by the European Union and
approved by the Board of Directors on 06.04.2023 (decision by the BoD of ThPA S.A. no. 7730/06.04.2023).
The Annual corporate and consolidated Financial Statements of the Group and the Company, the Chartered
Accountant Auditor’s Report and the Management Report by the Board of Directors for the fiscal year that
ended on December 31, 2022 have been posted on the Company’s website
www.thpa.gr
.
 
83
4.3. Standards-Amendments and Interpretations in force since 01.01.2022
Changes in accounting policies and disclosures
The accounting policies adopted in the preparation of the annual corporate and consolidated financial
statements, are consistent with those followed for the prior fiscal year except for the adoption of new standards
and interpretations applicable for fiscal periods beginning on January 1, 2022.
Α. Standards and Interpretations effective for the current financial year
New standards, standard amendments, and interpretations:
Effective from 1 January 2022, the Company and the Group adopted all changes to IFRS as adopted by the
European Union ("EU") related to their operations. This adoption has not had a material impact on the financial
statements of the Company and the Group.
The following new Standards, Interpretations and amendments to Standards have been issued by the
International Accounting Standards Board ("IASB"), have been adopted by the European Union and their
application is mandatory from 01/01/2022 and thereafter.
IAS 16 (Amendment) “Property, plant and equipment – Proceeds before intended use.
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received
from selling items produced while the entity is preparing the asset for its intended use. It also requires entities
to separately disclose the amounts of proceeds and costs relating to such items produced that are not an output
of the entity’s ordinary activities.
IFRS 37 (Amendment) “Onerous Contracts – Cost of fulfilling a Contract”
The amendment clarifies that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract
and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that,
before a separate provision for an onerous contract is established, an entity recognizes any impairment loss
that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.
IFRS 3 (Amendment) “Reference to the Conceptual Framework”
The amendment updated the standard to refer to the Conceptual Framework for Financial Reporting issued in
2018 when determining what constitutes an asset or liability in a business combination. In addition, an
exemption was added for certain types of liabilities and contingent liabilities acquired in a business combination.
Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS 37, at the
acquisition date.
Annual Improvements 2018-2020
IFRS 1 “First-time Adoption of International Financial Reporting Standards”
 
84
The amendment allows a subsidiary that transitions to IFRS after its parent to apply paragraph D16(a) of IFRS
1 to measure cumulative exchange differences using the amounts reported by its parent, which are based on
the parent’s date of transition to IFRS.
IFRS 9 “Financial Instruments”
The amendment addresses to what costs should be included in the 10% rating for the recognition of financial
liabilities. The relevant costs or fees could be paid either to third parties or to the lender. Under the amendment,
costs or fees paid to third parties will not be included in the 10% rating.
IFRS 16 “Leases”
The amendment removed the example of payments by the lessor for leasehold improvements in Explanatory
Example 13 of the standard.
Β. Standards and Interpretations for period after 31.12.2022
The following New IFRS, Revisions to IFRS and Interpretations have been issued by International Accounting
Standard Board (“IASB”) but are not effective for annual periods beginning or on after January 1, 2022. The
Company and the Group are investigating the impact of the new standards and amendments on its financial
statements and based on management’s assessment to date, they are not expected to have a material impact
on the financial statements in the period of adoption.
Those relating to the operations of the Company and the Group are set out below:
IFRS 17 Insurance Contracts and Amendments to IFRS 17 (effective for annual periods beginning
on or after 1 January 2023)
In May 2017, the IASB issued a new standard, IFRS 17, which replaces an interim standard, IFRS 4. The
purpose of the IASB’s project was to develop a single principle – based standard for the accounting treatment
of all types of insurance contracts, including reinsurance contracts held by an entity. A single principle – based
standard will enhance the comparability of financial reporting between entities, jurisdictions, and capital
markets. IFRS 17 sets out the requirements that an entity should apply to the financial reporting related to
insurance contracts that it issues and reinsurance contracts that it holds.
IAS 1 (Amendments) “Presentation of Financial Statements” and Second IFRS Practice Statement
“Disclosure of Accounting Policies” (effective for annual periods beginning on or after 1 January
2023)
In February 2021, the IASB issued amendments related to accounting policy disclosures. The purpose of the
amendments is to improve disclosures of accounting policies to provide more useful information to investors
and other users of financial statements. In particular, these amendments require disclosure of information
about material accounting policies and provide guidance on the meaning of material when applied to accounting
policy disclosures.
 
85
IAS 8 (Amendments) “Accounting policies, changes in accounting estimates and errors: Definition
of Accounting Estimates” (effective for annual periods beginning on or after 1 January 2023)
In February 2021, IASB issued amendments that clarify how companies should discern changes in accounting
policies from changes in accounting estimates
IAS 12 (Amendments) “Deferred tax relating to assets and liabilities arising from a single
transaction” (effective for annual periods beginning on or after 1 January 2023)
In May 2021, IASB issued amendments to IAS 12 to specify how entities should treat deferred tax arising from
transactions such as leases and release obligations – transactions for which entities recognize both a receivable
and a liability. In certain circumstances, entities are exempt from recognizing deferred tax when they recognize
assets or liabilities for the first time. The amendments clarify that this exemption does not apply, and entities
are required to recognize deferred tax on these transactions.
IAS 1 (Amendments) “Classification of liabilities as current or non – current” (effective for annual
periods beginning on or after 1 January 2024)
In January 2020, IASB issued amendments to IAS 1 that affect the presentation requirements for liabilities.
Specifically, the amendments clarify one of the criteria for classifying a liability as non-current, the requirement
for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting
period.
The amendments include, among other things, clarification that an entity’s right to defer settlement
should exist at the reporting date and clarification that the classification of the liability is not affected by
management’s intentions or expectations regarding the exercise of the right to defer settlement. In addition,
in July 2020, the IASB issued an amendment to clarify the classification of loan liabilities with financial covenants
which provides for one – year deferral of the effective date of the originally issued amendment to IAS 1. The
above have not yet been endorsed by the European Union.
IFRS 16 (Amendment) “Lease Liability on Sale and Leaseback (effective for annual periods
beginning on or after 1 January 2024)
The amendment clarifies how an entity as a seller-lessor accounts for variable lease payments arising in sale
and leaseback transactions. An entity shall apply the requirements retrospectively to sale and leaseback
transactions. An entity shall apply the requirements retrospectively to sale and leaseback transactions entered
into after the date on which the entity initially applied IFRS 16. The amendment has not yet been endorsed by
EU.
4.4. Important judgments, estimates and assumptions
Preparation of the financial statements in compliance with the IFRS requires that the Group and the
Company management make judgements, accounting estimates and assumptions which affect the
published assets and liabilities, and also disclose contingent assets and liabilities on the date the financial
 
86
statements are prepared, as well as the published income and expenses for the reference period. Actual
results may differ from those which were estimated.
Estimates and judgements are constantly re-assessed and are based both on past experience and on
other factors including expectations about future events considered reasonable based on specific
circumstances and are constantly re-assessed using all available information.
A major accounting estimate is considered to be one where it is important for the picture of the Group
and Company’s corporate and consolidated financial situation and its results and requires more difficult,
subjective or complicated management judgements about the impact of assumptions which are
uncertain. The Group and the Company evaluate such estimates on a continuous basis, relying on past
results and on experience, meetings with experts, trends and other methods which are considered
reasonable under the specific circumstances, and the forecasts about how they could change in the
future.
The key judgements and estimates made by Company Management which have a major impact on the
amounts recognised in the corporate and consolidated financial statements primarily deal with:
Important judgements and estimations
Important judgements
Leases (Note 8.28)
ThPA S.A. Concession Agreement to the Greek State: The Company has the exclusive right to use and
exploit the lands, buildings and facilities of the Land Port Zone of the Port of Thessaloniki, which are
owned by the Greek State. The above exclusive right was granted to ThPA S.A. under the concession
contract from 27 June 2001 between the Greek State and ThPA S.A.. and expires in the year 2051. The
above contract was amended and codified in a single text in February 2018 and was ratified by Law 4522
/ 7-3-2018 (Government Gazette 39).
The main points of the amended or revised contract are as follows:
The right of use extends to the covered or uncovered parts of the land, to the existing buildings,
technical-port works, alluviums, internal roads, railway network, supply networks, to the extensions
of works-sites, to the sea zone of the port, generally to the vertical components of the land port
zone with the exception of buildings that serve the needs of public services, specially designed
buildings of the first pier.
Under this Concession Agreement, the Greek State grants to ThPA S.A. the exclusive right to
possess, use, manage, maintain, improve and exploit the concession data throughout the
Concession Duration subject to the terms and conditions provided by this contract.
 
87
The Right will expire on June 27, 2051, i.e., the fiftieth (50th) anniversary of the 2001 Convention
subject to early termination in accordance with Article 25.
The expiry or termination automatically implies the obligation of ThPA S.A. to return to the State
what has been granted, in the situation provided for in Article 26 of the contract.
A fee is paid which is determined as a percentage of the total income of the Company at 3.5%, with a
minimum annual amount of € 1.8 million.
Company`s Management in previous fiscal year examined whether the contract related to the granting
of exclusive right of use and exploitation of lands and building facilities at Port of Thessaloniki falls within
the provisions of IFRIC 12. The Management concluded that this agreement is out of scope to IFRIC 12,
since it is a lease contract.
The Company in previous fiscal year made a significant assessment to determine the "Incremental
borrowing rate" used to recognize the lease agreement with the Greek State. It also conducted judgments
and assessments regarding the leases that the Company is a lessor as to whether they relate to operating
or financial leases.
The useful life of depreciated assets and their residual value (Note 5,4, 8.2)
The Group and Company`s Management examine the useful life of depreciated assets every fiscal year,
to assess whether they continue to be suitable. To assess the useful life, Group and Company
Management take account of the expected use of assets, the expected natural wear and legal or similar
restrictions to the use of an asset.
Group and Company Management consider that the useful life on 31.12.2022 reflects the expected utility
period of assets.
Impairment testing of tangible fixed assets
(Note 8.2)
At the end of each financial year, the Group and Company's Management examine whether there is any
indication of a possible impairment of the tangible fixed assets value. For the existence of such
indications, it is taken in account the economic depreciation, the physical condition of the asset, the
expected use and the present value of the estimated future cash flows of the asset.
Income tax (Note 8.24 , 8.27.3)
The Group and company are liable to pay income tax to the Greek and Bulgarian tax authorities.
Significant estimates are needed when making income tax provisions. There are many transactions and
calculations for which the final level of tax is uncertain during normal business operations. The Group
and company recognise liabilities for issues expected to arise during tax audits based on its estimates on
the extent to which additional taxes will be owed. When the final result in those tax cases differs from
 
88
the amounts initially computed, such differences shall have an impact on the income tax and the
provisions for deferred taxation in the period in which those amounts become final.
Impairment of receivables (Note 8.7)
Bad debt is presented as the amounts which may be recovered. Estimates about the amounts expected
to be recovered are made after analysis and based on the Group and Company's experience concerning
the likelihood of customer bad debt. Once it is known that a specific account is at risk above the normal
credit risk level (e.g. low credit rating for customer, disagreement over existence of receivable or level
thereof, etc.) the account is analyzed and a record is made of whether the conditions indicate that the
receivable will not be collected.
Group and Company Management examine the recoverability of other receivables which relate to legal
cases, by taking into account the opinions and judgments of their legal advisors as well as historic data
on the outcome of similar legal cases. In order for a receivable from legal cases to be deemed
recoverable, the inflow of financial benefits should be considered virtually certain.
The Group and Company, regarding the adoption of IFRS 9, assessed the need to provide a provision for
customer requirements. However, as most of the customers have either submitted a letter of guarantee
or have paid an advance covering the claim, the Group and Company have concluded that there is no
material loss and does not make a distinct provision in their corporate and consolidated financial
statements.
Other provisions and Contingent Liabilities (Note 8.27.1)
The Group and the Company are involved in legal claims and compensations during the normal course
of its operations. The Management judges whether any arrangements would significantly affect or not
the financial position of the Company. However, determining any liabilities related to endeavors and
claims is a complex process that involves judgments about possible consequences as well as
interpretations of laws and regulations.
The Group and the Company, in association with the legal advisor who handles the cases, evaluate the
outcome of the court decisions at the end of each year. Based on the judgment of the Management that
is based on all available information, including the opinion of the legal advisors who manage its cases,
the Company proceeds to the formation of the necessary provision or disclosure of any liabilities related
to pending court cases. The above assessment is a complex process that involves judgments about the
possible consequences as well as interpretations of laws and regulations.
Defined benefit plans (Note 8.11)
 
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The cost of benefits for defined benefit plans is calculated using actuarial estimates, which utilize
assumptions for the discounting factors, the rate of salary increases and mortality rates. Due to the long-
term nature of the plans, such assumptions are subject to considerable uncertainty.
5. Summary of significant accounting policies
The basic accounting policies observed by the Group and the Company for the preparation of its financial
statements are the following:
5.1 Consolidation
i) Business combinations
The Group accounts for the acquisition using the purchasing method when all of the activities and assets
acquired meet the definition of a business and control is transferred to the Group. To determine whether a
particular set of activities and assets constitutes a business, the Group assesses whether the set of assets and
activities acquired includes at least one input and a substantive process and whether the acquired set has the
potential to produce results. . The Group has the option to apply a "concentration control" that allows a
simplified assessment of whether an acquired set of activities and assets is not a business. This optional
"concentration control" is met if substantially all the fair value of the assets acquired is aggregated into a single
identifiable asset or a set of similar identifiable assets. In the event that the full or part of the price is repaid in
the long term and is made in cash, the amount payable should be discounted to the present value of the day
on which the redemption took place. The discount rate to be used is the interest rate at which the Company
could borrow from an independent source under corresponding terms and conditions. The price to be paid for
the acquisition is generally measured at its fair value, as are the net assets acquired. Any goodwill arising is
checked annually for impairment. Any gain from a bargain is recognized immediately in profit or loss.
Transaction costs are expensed when incurred, unless related to the issuance of bonds or equity securities.
The price does not include amounts related to any pre-existing relationship settlement. These amounts are
generally recognized in the results. Any price payable by the Group is initially recognized at its fair value at the
date of acquisition and is categorized either in equity or as a financial liability. Amounts that have been classified
as a financial liability are reassessed at fair value and any changes are recognized in profit or loss. There is no
subsequent measurement for amounts that have been recorded in equity.
ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group "controls" an entity when it is exposed to or entitled
to variable returns from its involvement with the entity and has the ability to influence those returns through
its power over the entity. The Financial Statements of the subsidiaries are included in the consolidated Financial
Statements from the date of commencement of the audit until the date on which the audit ceases. Subsidiaries
 
90
are fully consolidated (full consolidation) using the acquisition method from the date on which control is
transferred to the group and are deconsolidated from the date that such control ceases
iii) Non-controlling interests
Non-controlling interests are initially measured at their proportionate share of the identifiable net assets of the
acquired entity at the acquisition date. Changes in the percentage of the Group's participation in a subsidiary
that do not lead to a cessation of "control" over the subsidiary are recorded in equity.
iv) Eliminations
Transactions between Group companies, balances and unrealized gains and losses (excluding foreign exchange
gains and losses) related to transactions between Group companies are eliminated. Also unrealized losses and
unrealized gains are eliminated, but only to the extent that there is no indication of impairment.
5.2 Foreign currency
I.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the Group companies using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses arising from
the settlement of such transactions during the period and the translation of monetary items denominated
in foreign currencies at the exchange rates ruling at the balance sheet date are recognized in profit or loss.
Non-monetary items denominated in foreign currencies and valued at historical cost are translated at the
exchange rates ruling at that date. Non-monetary items denominated in foreign currencies and valued at
fair value are translated at the exchange rates ruling at the dates of the fair values. In this case, the
resulting exchange differences from the change in fair value are recorded in the income statement or
directly in other comprehensive income, depending on the item.
II.
Business activities abroad
The assets and liabilities of the companies participating in the consolidation and which are initially presented
in a currency other than the presentation currency of the Group have been translated into EURO at the
closing rate of the balance sheet. Income and expenses are translated into the Group's presentation
currency at the average exchange rates during the reporting period (unless the average exchange rate is
a reasonable approximation of the cumulative effect of the exchange rates prevailing at the dates of the
transactions, in which case the income and expenses are converted. at the exchange rates prevailing on
the dates of the transactions). Any differences arising from this procedure are recorded in the statement
of comprehensive income and cumulatively in the foreign currency balance sheet reserve of the net position
except for the portion of those differences allocated to non-controlling interests, when any. In the event
that a foreign business activity is sold in whole or in part so as to lose control of the Group in that business,
 
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the accumulated foreign exchange differences recorded in the foreign currency balance sheet of the net
position are transferred to profit or loss. of profit or loss from the sale.
5.3 Property Investments
The Group and the Company own four plots, located outside the Port Zone, which are held in order to
generate rent or to increase the value of their capitals.
Investments in Real Estate are initially valued in the acquisition cost, inclusive of transaction expenses.
They are subsequently recognized at their fair value. Their fair value is determined by independent
chartered surveyors.
The book value recognized in the Group and Company’s corporate and consolidated financial statements
reflects the market conditions at the date of the financial statements. Every profit or loss arising from a
change of the fair value of the investment, is recognized in the income statement of the fiscal year in
which the change occurs.
5.4 Tangible fixed assets utilized for own purposes
Utilizing the provisions of IFRS 1: “First time adoption of IFRS”, the Company used the exception regarding
the valuation of tangible fixed assets, when preparing the IFRS transition Balance Sheet on January 1
st
2004. In this context, it considered the readjusted values of the tangible fixed assets, as they were
determined by the committee of article 9 of Codified Law 2190/1920, in May 2000, when ThPA S.A. was
converted to a public limited company and before it was listed on the Athens Stock Exchange, as the
deemed cost for the purposes of compilation of the transition Balance Sheet on January 1, 2004.
Subsequent to the transition date, the tangible fixed assets are evaluated at the deemed cost, less the
accumulated depreciations and their impairments.
The acquisition cost of the fixed assets consists of the purchase price, including the import tariffs, if
applicable, and the non-rebate purchase taxes as well as any other cost needed in order to render the
fixed asset functional and ready for future use. The repairs and maintenances are recorded among the
expenses of the period when they are realized. Significant subsequent additions and improvements are
capitalized in the cost of the relevant fixed assets.
or are recorded as a separate asset only if they are
expected to bring future financial benefits to the Group and Company.
Fixed assets that are constructed by the Group and Company, are posted at own manufacture cost, which
includes the cost of subcontractors, the material and expenses of payroll of the technicians regarding the
constructions (including the relevant employer social security contributions) as well as a proportion of
general administrative expenses.
 
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Assets under construction include fixed assets under construction and are presented at cost. Assets under
construction are not depreciated until the fixed asset is complete and available for the productive use for
which it was intended.
The plots are not depreciated. The depreciations of the other tangible assets are computed by the straight-
line method based on the following useful lives per category of fixed assets:
Fixed Asset Category / Useful lives in years
Buildings
Machinery
&
Mechanical
Equipment
Vehicles
Furniture
and other
equipment
Buildings/Additions
15 to 30
Technical works
10 to 40
Mechanical installations
8
to 10
Crane bridges - Mobile and electric cranes
15 to 30
Loaders
7 to 15
Machinery
10 to 15
Loading tools
15
Forklifts
10 to 15
Transport equipment
10 to 15
Watercraft
15
Furniture and other equipment
6 to 10
Computers and electronic assemblies-Office machines
3 to 5
Useful lives of fixed assets are subject annually to reassessment on the preparation of the financial
statements. The Group and Company re-evaluate the useful lives of machinery, taking into account the
expected use of assets and the expected natural wear.
Profits or losses ensuing from the sale of tangible fixed assets are determined as the difference between
the amount of the sale and its carried cost and recognized in profit or loss of the fiscal year in the “Other
income” or “Other expenses” accounts.
 
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5.5 Intangible assets
Intangible assets concern the cost of purchase of software as well as any expense realized to develop
software in order for it to be commissioned. The depreciation of the software is calculated based on the
fixed line method and within a period of 3-10 years
.
5.6 Impairment of assets
According to IAS 36, property, plant and equipment and intangible assets, as well as participations in
associated enterprises, must be assessed for possible impairment when there are indications that the
book value of the asset exceeds its recoverable amount. Whenever the book value of an asset exceeds
its recoverable amount, the corresponding impairment loss is recorded in the profit and loss account.
The recoverable amount of an asset is the greater amount between the estimated fair value less disposal
costs and the value in use. Net sale value is considered the possible income from the sale of an asset in
the context of a mutually beneficial transaction in which the parties have full knowledge and voluntarily
accede, after deducting any additional direct costs of disposal of the asset, while value in use is the
present value of the estimated future cash flows expected to be realized from the continued use of an
asset and from its disposal at the end of its estimated useful life. For the purposes of determining
impairment, assets are grouped at the lowest level for which cash flows can be determined separately
(cash-generating units). Impairments recognized in prior periods on non-financial assets are reviewed at
each reporting date for any reversal.
5.7 Financial Instruments
A financial instrument is every contract that creates a financial asset in a company and a financial liability
or an equity security in another company.
The financial assets of the company are classified at the following categories based on the substance of
the contract and the purpose for which they were acquired.
Financial assets
Company`s financial assets include the following:
Trade and other receivables
Guarantees given,
Time deposits (over 6 months)
Cash and cash equivalents
 
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Initial recognition and measurement
Upon initial recognition, financial assets are classified according to their nature and characteristics into
one of the following three categories:
Market financial assets measured at amortized cost,
Financial assets measured at fair value through profit or loss,
Financial assets measured at fair value through other comprehensive income
The classification of financial assets at initial recognition depends on the characteristics of their
conventional cash flows and the Group and Company's business model for the management of financial
assets. Refinancing of financial data is carried out in rare cases and is related to a decision of the Group
and Company to modify the business model that applies for the management of these financial assets.
All financial assets, besides trade receivables that do not contain a significant part of the financing, are
initially recognized at their fair value which is usually the acquisition cost plus any direct transaction
costs. Trade receivables that do not contain a significant funding component are measured at
transaction
value.
Purchases and sales of financial assets are recognized upon the date of transaction which is the date that
Group and Company commit to purchase or sell the asset.
Subsequent measurement
i. Financial assets measured at amortized cost
This category classifies the financial assets for which both of the following conditions are met:
1. the financial asset is held within a business model, the objective of which is to hold financial assets for
the purpose of collecting contractual cash flows; and
2. On the basis of the contractual terms of the financial asset, cash flows that consist exclusively of capital
repayment and interest on the outstanding capital are created at specific dates (SPPI). Accordingly,
financial assets that do not meet the SPPI assessment are classified and measured at fair value through
profit or loss statement.
This category includes all financial assets of the Group and the Company except for the Company's loan
to its subsidiary ThPA Sofia EAD which is measured at fair value through profit and loss and reflected in
long-term receivables.
 
 
 
 
95
ii. Financial assets valuated at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met:
1. the financial asset is retained within a business model the objective of which is achieved both by the
collection of contractual cash flows and the sale of financial assets; and
2. On the basis of the contractual terms of the financial asset, cash flows that consist exclusively of capital
repayment and interest on the outstanding capital are created at specific dates.
At the date of the Financial Statements the Group and Company did not have investments of this
category.
iii. Financial assets measured at fair value through profit or loss
A financial asset is measured at fair value through profit or loss unless it is measured at amortized cost
in accordance with paragraph (i) or at fair value through other comprehensive income in accordance with
paragraph (ii).
However, during initial recognition, the Group and the Company may elect irrevocably for specific
investments in equity instruments that would otherwise be measured at fair value through profit or loss,
presenting other changes in fair value to other comprehensive income.
Realized and unrealized gains or losses arising from changes in the fair value of financial assets measured
at fair value through profit or loss are recognized in profit or loss in the period in which they arise.
Financial asset cessation of recognition
The Group and Company cease to recognize a financial asset when and only when the contractual rights
to the cash flow of the financial asset expire or transfer the financial asset and the transfer meets the
conditions for write-off.
Reclassification of financial assets
Reclassification of financial assets performed in rare cases due to the Group and Company's decision to
change the business model adopted for managing those financial assets.
Impairment of financial assets
Under IFRS 9, impairment of financial assets measured at amortized cost or at fair value through other
comprehensive income is recognized by recognizing the expected credit losses.
 
96
At each reporting date, IFRS 9 requires measuring the provision for a financial instrument for an amount
equal to the expected lifetime loss if the credit risk of the financial instrument has increased significantly
since initial recognition. On the other hand, if at the reporting date the credit risk of a financial instrument
has not increased significantly from the initial recognition, IFRS 9 requires the provision for a loss
provision for that financial instrument to be equal to the expected 12-month credit losses.
The risk parameters taken into account for the calculation of expected credit losses are the estimated
default probability, the percentage of loss on the principal due to the fact that the client has failed to
repay the amount due and the outstanding balance of the company in case of default the customer's. In
certain cases, the Group and Company may assess for certain financial information that there is a credit
event when there is internal or external information indicating that the collection of amounts determined
under the relevant contract is unlikely to be collected as a whole.
Regarding, Trade and Other Receivables, IFRS 9 requires the use of the simplified approach to calculate
the expected credit losses. The Group and Company, using this approach, have calculated the expected
credit losses over the life of the receivables. For this purpose, a maturity forecasting matrix was used to
measure the projections in a way that reflects past experience and predictions of the future financial
situation of customers and the economic environment.
Financial liabilities
Group and Company`s financial liabilities include the following:
Liabilities to suppliers
Other long-term liabilities
Initial recognition
Suppliers` balances and other liabilities are recognized at cost that is the fair value of the future payment
for the purchases of goods and services provided. Commercial and other short-term liabilities are not
interest-bearing accounts and are usually settled in 0-180 days.
All loans are initially recorded at cost, which reflects the fair value of the receivables less the relevant
direct acquisition costs where they are significant.
Subsequent measurement
After initial recognition, an entity measures all financial liabilities at amortized cost using the effective
interest method except for:
a. financial liabilities at fair value through profit or loss.
 
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b. financial liabilities that arise when the transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach is applied.
c. financial guarantee contracts
d. loan commitments at lower interest rates than those on the market.
The unamortized cost of loans is calculated by taking into account issuing costs and the difference
between the original amount and the maturity. Gains and losses are recognized in profit or loss when
the liabilities are written off or impaired, and through the amortization process.
Loans are classified as current liabilities unless the Group and Company have the right to postpone the
repayment of the liability for at least 12 months from the date of the Financial Statements.
Financial liabilities cessation of recognition
An entity ceases to recognize a financial liability (or part thereof) in its financial statements when, and
only when, it is repaid, that is, when the liability set out in the contract is fulfilled, canceled or expires.
An exchange between an actual debtor and a borrower of debt securities in substantially different terms
is accounted for as a repayment of the original financial liability and recognition of a new financial liability.
Similarly, a material change in the terms of an existing financial liability (whether due to a borrower's
financial difficulty or not) is accounted for as a repayment of the original financial liability and recognition
of a new financial liability. The difference between the carrying amount of a financial liability (or a portion
of a financial liability) payable or transferred to another party and the consideration paid, including the
non-cash assets and the liabilities assumed, is recognized in the income statement.
Reclassification of financial liabilities
The Group and Company may not reclassify any financial liability.
Financial instruments` offset
The offsetting of financial assets with liabilities and the presentation of the net amount in the corporate
and consolidated Financial Statements is made only if there is a legal right to set off and there is an
intention to settle the net amount resulting from the offsetting or simultaneous settlement.
5.8
Income taxation (Current and Deferred)
Current and deferred income tax are calculated based on the relevant financial statement accounts, in
compliance with tax laws which apply in Greece. The current income tax concerns the tax on the taxable
profits of the Group and Company, as adjusted in compliance with the requirements of tax law and
calculated based on the current tax rate.
 
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The income tax in the income statement includes the tax for the current year, as estimated in the income
tax return, as well as the estimated additional taxes that may be levied by the tax authorities on the
clearance of the unaudited years. These assumptions take into account the experience of the past and
the analysis of current events and circumstances. Therefore, the final settlement of income tax may
deviate from the income tax recorded in the corporate and consolidated financial statements.
Deferred taxation is calculated using the liability method for all provisional tax differences on the balance
sheet date and between the tax basis and the carrying value of assets and liabilities.
Anticipated tax effects from provisional tax differences are determined and appear either as future
(deferred) tax liabilities, or as deferred tax receivables.
Deferred tax receivables are entered for all deductible provisional differences and transferred tax losses
to the extend it is thought likely that there will be tax profits available, against which the deductible
provisional difference may be utilized. Future taxable profits are determined by the reversal of temporary
taxable differences. If the amount of taxable temporary differences is not adequate to recognize the
deferred tax claim as a whole, then future taxable profits are taken into account, adjusted to the reversals
of the existing temporary differences.
Regarding deferred tax recognition, the Group and Company assessed the leased asset and the lease
obligation together as a single or "complete" transaction and assessed the net temporary difference.
Deferred tax receivables and liabilities are calculated using the tax rates expected to apply in the period
when the receivable or liability will be settled, taking into account the tax rates adopted or substantively
adopted, until the balance sheet date.
Most changes to deferred tax assets or liabilities are recognized as tax expenses in the results. Only
changes to deferred tax assets or liabilities which are related to a change in the value of the asset or
liability which are recognized directly in equity, are debited or credited directly in equity by means of
other comprehensive income.
More information is cited in Note 8.24.
5.9 Inventories
Consumables and spare parts used for the maintenance of the company’s mechanical equipment are
valued at either cost price or net realisable value, whichever is lower, and their cost is calculated using
the weighted average cost. Such consumables are posted as inventories when purchased and after they
are placed in use they are posted to expenses or are capitalised. At the end of each fiscal year, the Group
and Company re-examine the possibility of its inventories having become obsolete and make a
corresponding provision or deletes them from the books.
 
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5.10 Cash and equivalents
Cash and equivalents include cash, sight deposits, short-term, up to 3 months or less from the date of
acquisition, investments and time deposits, which are highly liquid and of minimal risk.
The guarantees given from the Group and Company, concern frozen cash (deposits) in the context of
the issuance of a letter of guarantee related to the port concession agreement by the state. As this
amount is frozen for a period of more than one year, it is reflected in the corporate and consolidated
financial statements financial statements of the Non-Current Assets at their fair value.
Items in cash holdings and equivalents run minimal risk of changes to their value. Time deposits and
Greek State Treasury Bills that exceed 3 months from the date of acquisition are entered in other financial
assets in the financial position statement.
5.11 Share capital
Share capital is calculated based on the face value of shares which have been issued.
Capital Share increases by cash include every premium on the initial share capital issue. Every such
transaction cost related to the issue of the shares as well as any relative income tax liability arising, are
deducted from the share capital increase.
5.12 Provisions for risks and expenses and contingent liabilities/receivables:
Provisions for risks and expenses are recognised when the company has a current legal or presumed
commitment as a result of past events or when it is likely that there is a resource outflow which entails
financial benefits and the relevant commitment can be reliably assessed. Provisions are valued on the
balance sheet date and are adjusted in order to reflect the current value of the expense which is expected
to be required to settle the liability.
Contingent liabilities are not entered in the corporate and consolidated financial statements financial
statements but are disclosed, unless the likelihood of a resource outflow incorporating financial benefits
is minimal. Contingent receivables are not posted to the corporate and consolidated financial statements
financial statements but are disclosed where the inflow of financial benefits is likely.
5.13 State subsidies
The Group and Company are subsidized from Community programmes to acquire intangible and tangible
fixed assets. Subsidies are recognised when there is a reasonable assurance that the subsidy will be
collected, and all relevant terms and conditions will be complied with. Asset subsidies are recognised
long-term liabilities, depreciated pursuant to the useful life of the subsidized fixed asset and appear in
the “Other Income” account in the Comprehensive Income Statement.
 
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5.14 Dividends
Dividends are posted when the right to collect them is vested by shareholders, by means of a resolution
by the General Meeting of Shareholders.
5.15 Income recognition
The most important income categories for the Group and Company are:
Container Terminal revenues from unitized cargo handling, that include:
• Vessel services
• Shore services
• Adaptation and parable
• Exploitation of Spaces
Conventional Terminal revenues, that include:
• Vessel services
• Shore services
• Adaptation and parable
• Exploitation of Spaces
• Income from Other benefits
Passenger Terminal revenues, that include:
• Vessel services
• Shore services
• Adaptation and parable
• Income from Other benefits
Revenue from Exploitation of Spaces/New Activities, that include:
• Exploitation of Spaces
• Income from Other services (parking)
Revenue from intermodal services including:
 
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• Income from Other services (railways
The Group and Company recognize income, excluding interest, dividend income and other related income
from financial instruments recognized in accordance with IFRS 9, upon the transfer of promising goods
or services to customers, in amounts that reflect the reward to which the Group and Company is expected
to be entitled of these goods or services based on the following five-step approach:
Step 1: To identify the Contract
Step 2: To identify the separate performance obligations within a Contract
Step 3: To determine the transaction price.
Step 4: To allocate the transaction price to the performance obligations in the Contract
Step 5: To recognize revenue when or as a performance obligation is satisfied.
Revenue is recognized, in accordance with IFRS 15, at the amount to which the Group and the Company expect
to be entitled in consideration for the transfer of ship, shore (excluding storage services), stowage and handling
services to a customer when the customer acquires the control of services, determining the time of the transfer
of control - either at a given point in time or over time.
Revenue is defined as the amount to which a fiscal entity expects to be entitled in return for the services it has
provided to a customer, excluding amounts collected on behalf of third parties (value added tax, other sales
taxes). Variable amounts are included in the price and are calculated using either the "expected value" method
or the "most likely amount" method. The Group and the Company recognize revenue when (or as) they satisfy
the obligation to perform a contract by transferring the promised services to the customer. The customer takes
over control of the good or service if it has the ability to direct the use of and derive substantially all of the
economic benefits from that service. Control is transferred over a period or at a specific point in time.
Contracts to customers mainly consist of a liability to perform or provide a service and the prices are fixed and
derived from price lists. Revenues from the performance of liability and the provision of services are recognized
at the time the services are provided and are measured according to fixed prices resulting from price lists.
Regarding storage services, which are included in land and vessel services where the customer is charged a
daily rate for each day that the cargo remains in the warehouse, for space exploitation services as well as for
the income from other services that include re-invoiced costs to the customer, revenue from parking and
revenue from intermodal services the Company has determined that there is a single performance obligation,
which is to provide the customer with the relevant services. The Company has concluded that the revenue from
the aforementioned services meets the criteria to be recognized over time, because the customer
simultaneously receives and consumes the benefits of the Company's provision as the Company performs and
is recognized according to the period in which the related services were provided services. Prices are based on
 
102
price lists or contracts with customers. A receivable from a customer is recognized when there is an
unconditional right for the entity to receive the consideration for the performed contractual obligations to the
customer.
The Group and the Company do not enter to contracts where the period between the transfer of the
promised services to the customer and payment by the customer exceeds one year. Consequently, the
Group and the Company do not adjust the transaction price for the time value of money. The Group and
the Company provide customers with discounts on sales volume based on the limits specified in the
contracts between them. Most rebates are settled within the financial year.
Conventional liabilities
In cases where the Group and the Company receive a price from the customer (prepayment) before the
execution of the liabilities of the contract and the transfer of goods or services, a contractual liabilityis
recognized. The contractual obligation is derecognized when the liabilities of the contract are fulfilled and
the income is recorded in the statement of comprehensive income. The Group and the Company have
classified in this category the line "Customer Advances"
Conventional asset
At the end of the year, the Group and Company recognize a contractual asset for accrued revenue that
has not yet been priced to Clients and which is included in the Advances and other receivables in the
Statement of Financial Position. When the relevant invoice is issued to customers, the Group and
Company recognizes a relevant claim, as the issue of the invoice is the moment when the Group and
Company's right in exchange becomes unconditional (if only the passage of time is required to make
payment of the said consideration). The Company's right becomes unconditional once the relevant
invoices are issued. The Group and Company evaluate the conventional assets for impairment in
accordance with IFRS 9.
5.16 Earnings per Share
Earnings per share are calculated by dividing the net profit for the year by the common shareholders
with the number of common shares outstanding during the year. There were no bonds convertible into
shares or other potential securities convertible into shares that are less profitable during the periods to
which the accompanying financial statements refer to the consolidated financial statements and
consolidated financial statements, and therefore no impairment earnings per share have been calculated.
5.17 Post service personnel benefits
a)
Benefits after termination of service
 
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The company pays compensation to retiring employees in accordance with the provisions of the applicable
sectoral collective labour agreements in effect from time to time.
Defined-contributions plan is a pension program, to which the Group and Company pay fixed contributions to
a third legal person without other obligations. The Company has no legal or deemed obligation to pay additional
contributions if the invested assets are inadequate to deal with the anticipated benefits for the employees’
service concerning the current and previous periods. A defined-benefits plan is a pension plan that is not a
defined-contribution plan.
Usually, the defined benefits programs define the amount of pension benefit that an employee will receive after
his retirement, that depends on many factors as age, years of professional experience and compensation.
The liability recognized in the Statement of Financial Position in respect of defined benefit plans is the present
value of the defined benefit obligation less the fair value of the plan’s assets. The defined benefit obligation is
calculated annually by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using discount rates
of interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will
be paid, and that have terms to maturity approximating to the terms of the related pension plan.
The current service cost of the defined benefits program is recognized at the Income Statement, excluding the
case of being included at the cost of an asset. The current service cost reflects the increase in defined benefits
obligation that derives from the employees’ occupation during the period, as well as changes due to curtails or
settlements.
The cost of previous work experience is recorded directly at the Income Statement.
The net interests’ cost is calculated as the net amount between the liability of the defined benefits
program and the fair value of the program’s assets by the discount rate. This cost is included in the
Income Statement at the employee benefit.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity through credit or debit of other comprehensive income in the period in which
they arise.
For the defined contributions programs, the Group and Company pay contributions to public or private insurance
funds either necessarily, or conventionally or voluntarily. After the contributions’ payment no further
commitments arise for the Group and Company. The contributions are recognized as employee contributions’’
cost, when they are rendered payable. The prepaid contributions are recognized as assets at the depth that
the prepayment will lead to decrease in future payments or cash refund.
(b)
Termination Benefits
The employment termination benefits are paid when the employees leave before their retirement date. The
Group and Company register these benefits either when it is committed, or when it terminates the employees’
employment according to a detailed program for which there is no chance of withdrawal, or when these benefits
 
104
are offered as a motive for voluntary leaves. The employment termination benefits due 12 months after the
Financial Statements reporting date are prepaid.
(c)
Short- term benefits
Short term employee benefits both in money and kind are accounted for as expense when accrued.
5.18 Leases
At the start of the contract date, the Group and Company estimate if the contract is or includes a lease.
A contract is or includes a lease if the contact transfers the use right control of a recognized asset for a
certain period and price.
Group and Company as a lessor
Leases to which the lessor does not transfer substantially all the economic risks and rewards arising from
ownership of the leased asset are classified as operating leases. When the assets are leased on an
operating lease, the asset is included in the statement of financial position on the basis of the nature of
the asset.
Rental income from operating leases is recognized under the terms of the lease using the
straight line method.
A lease that transfers substantially all the economic benefits and risks arising from ownership of the
leased asset is classified as financial lease.
Assets under finance lease are de-recognized and the lessor recognizes a receivable equal to the net
investment in the lease. The lease receivable is discounted using the effective interest rate method and
the book value is adjusted accordingly. Lease receivable increase on the basis of interest on the finance
lease receivable and decrease with the collection of rent.
Income from rentals of operating leases that refer to exploitation of sites are recognized equally to lease
duration and classified in caption “Other revenue”.
Group and Company as a lessee
The Company recognizes lease liabilities for the leases payments and assets with use rights that represent
the right of use of the underlying assets.
i. Assets with right of use
The Group and Company recognize assets with right of use during the start date of the lease period (the
date that the underlying asset is available for use). Concerning the subsequent measurement, the Group
and Company applie the cost method for measurement of right of use assets. Consequently, the right
of use assets will be measured at the cost after deducting the accumulated depreciations and
accumulated impairment losses and will be adjusted due to re-measurement of the lease liability. The
 
105
right of use assets are depreciated on a straight-line basis over the shorter of its estimated useful life
and the lease term.
ii. Lease liabilities
At the commencement date of the lease, the Group and Company recognize lease liabilities measured at
the present value of lease payments to be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Group and Company and payments of penalties for terminating a lease, if the
lease term reflects the Company exercising the option to terminate. The variable lease payments that do
not depend on an index or a rate are recognized as expense in the period on which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group and Company use the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is re-measured if there is a modification, a change in the lease term, a change in the in-
substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Company accounts the concession agreement which has signed with the Greek State regarding the
right of use of certain port areas and assets within the port of Thessaloniki, in compliance with IFRS 16.
5.19 Expenses
Expenses are recognized in the income statement on an accrued basis. Interest expenses recognized at
accrual basis.
5.20 Investments in subsidiaries
The Company records investments in subsidiaries in the Financial Statements at acquisition cost less any
impairments.
 
106
6. Risk Management
Financial risk factors
The Group and Company are not exposed significantly to financial risks, such as the market risk (changes
in exchange rates, interest prices), the credit risk and liquidity risk. The financial instruments of the
company comprise of bank deposits (sight, time), trade and other debtors and creditors and financial
assets available for sale and financial instruments at fair value through profit and loss. The Group and
Company’s risk management plan seek to limit any negative impacts on the financial results of the
company arising from the inability to predict how financial markets will perform and from fluctuations in
cost and sales variables.
6.1
Market Risk
(i) Exchange rate risk:
The Company does business with domestic and foreign clients and the
transaction currency is Euro. BGN has a locked exchange rate to EURO which is the functional currency
of the Group and the Company with an exchange rate of 1.95583 and therefore there is no foreign
exchange risk.
(ii) Price risk:
The Group and Company are not exposed to price risk since it is a Service Provider and
is not affected by fluctuations in raw materials prices. The services it renders are priced based on its
published pricelist, the prices of which are increased or decreased when it is deemed necessary by the
Group and Company. Regarding cost of services provided, since it mainly comprises of payroll costs, it is
affected due to increases via inflationary trends.
(iii) Interest rate risk
: The Group and Company are not exposed to significant interest rate risk as it
has no loan obligations. The Group holds time deposits that are interest bearing.
As of 31 December 2022, if the interest rates on Euro deposits were 0.5% lower, with the other variables
constant, Group's profits would be lower by € 469 thousand (2021: € 516 thousand reduced profits).
6.2
Credit risk
The exposure of the Company and the Group to credit risk is limited to the financial assets as these are
analyzed below:
 
107
Amounts in thousands €
2022
2021
2022
2021
Group
Group
Company
Company
Categories of financial assets
Long-term receivables
103
27
103
27
Guarantees
7.000
7.000
7.000
7.000
Trade customers
6.794
3.281
6.615
3.241
Advances and other receivables
5.957
4.920
7.092
6.045
Other long-term receivables
0
0
1.470
770
Other financial assets
0
75.584
0
75.584
Cash and cash equivalents
93.887
27.701
92.264
27.425
Total
113.741
118.513
114.543
120.093
The credit risk to which the Company and the Group are exposed against their customers is limited, due
to its large customer base, and since it obtains, as standard practice, advances or letters of credit before
commencing work carried out.
Furthermore, regarding the financial assets as well as the cash and cash equivalents, the Company’s
Management applies a dispersion policy for the number of banks it has transactions with, as well as an
evaluation policy for their creditworthiness.
Other long-term receivables concern intercompany loans from Company to its subsidiary ThPA Sofia EAD,
that becomes due after 2024.
The Ageing analysis of customers is listed below
GROUP
Amounts in thousands €
Not past
due and
not
impaired
0-30
days
31-60
days
61-90
days
91-300
days
>300
days
Total
Receivables from customers
1.162
3.537
907
388
769
293
7.056
Contract assets
3.530
0
0
0
0
0
3.530
Less: Provision
-44
-218
-262
Total 31.12.2022
4.692
3.537
907
388
725
75
10.324
Receivables from customers
1.552
1.606
122
214
3.495
Contract assets
2.633
0
0
0
0
0
2.633
Less: Provision
-214
-214
Total 31.12.2021
4.185
1.606
122
0
5.914
 
108
COMPANY
Amounts in thousands €
Not past
due and
not
impaired
0-30
days
31-60
days
61-90
days
91-300
days
>300
days
Total
Receivables from customers
1.187
3.450
773
289
884
293
6.877
Contract assets
3.530
0
0
0
0
0
3.530
Less: Provision
0
0
0
0
-44
-218
-262
Total 31.12.2022
4.717
3.450
773
289
840
75
10.145
Receivables from customers
1.552
1.567
122
214
3.456
Contract assets
2.633
0
0
0
0
0
2.633
Less: Provision
0
0
0
0
-214
-214
Total 31.12.2021
4.185
1.567
0
122
0
5.875
Regarding the maturity of the given guarantees, the Other Financial Assets and the Cash and Equivalent
Equivalents, a relevant report is given in Note 8.9.
As of December 31, 2022, the Company cooperate solely with Greek banks while subsidiary with Greek
and Bulgarian banks.
6.3
Liquidity risk
There is no significant liquidity risk for the Group and the Company, as its operating costs are covered
by cash and cash equivalents and other financial assets, covering in total 84,74% (Group: 85,71%) and
90,20% (Group 91,09%) of current assets for fiscal years 2022 and 2021 correspondingly.
GROUP
Amounts in thousands €
2022
Within 2
months
2 to 12
months
1 to 2 years
2 to 5
years
After 5
years
Total
Trade payables
7.748
7.748
Short term lease liabilities
104
1.993
2.097
Long-term lease liabilities
1.996
5.712
67.048
74.756
Other liabilities and accrued expenses
4.983
1.193
6.177
Other long-term liabilities
364
364
Total
12.835
3.186
2.360
5.712
67.048
91.141
 
109
Amounts in thousands €
2021
Within 2
months
2 to 12
months
1 to 2 years
2 to 5
years
After 5
years
Total
Trade payables
5.946
5.946
Short term lease liabilities
104
1.993
2.097
Long-term lease liabilities
1.996
5.712
69.044
76.752
Other liabilities and accrued expenses
4.451
972
5.424
Other long-term liabilities
215
215
Total
10.501
2.965
2.211
5.712
69.044
90.434
COMPANY
Amounts in thousands €
2022
Within 2
months
2 to 12
months
1 to 2 years
2 to 5
years
After 5
years
Total
Trade payables
7.593
7.593
Short term lease liabilities
104
1.956
2.060
Long-term lease liabilities
1.996
5.712
67.048
74.756
Other liabilities and accrued expenses
4.806
1.193
5.999
Other long-term liabilities
364
364
Total
12.503
3.149
2.360
5.712
67.048
90.772
Amounts in thousands €
2021
Within 2
months
2 to 12
months
1 to 2 years
2 to 5
years
After 5
years
Total
Trade payables
6.116
6.116
Short term lease liabilities
104
1.956
2.060
Long-term lease liabilities
1.996
5.712
69.044
76.752
Other liabilities and accrued expenses
4.823
972
5.795
Other long-term liabilities
215
215
Total
11.043
2.928
2.211
5.712
69.044
90.938
6.4
Capital risk management
Group and Company`s objectives in relation to capital management are to ensure the potential of smooth
operation in the future, in order to provide satisfactory returns to shareholders and other participants and
to maintain an ideal distribution of capital and thus to reduce the cost of capital.
 
110
The Group and Company may change the dividend to shareholders in order to maintain or adjust its
capital structure, return capital to shareholders, issue new shares or sell assets to reduce its debt.
The Group and company do not use loan capital and, consequently, the leverage factor is zero.
6.5
Fair value
The fair value of a financial asset is the amount that is collected for the sale of a financial asset or paid
for the settlement of a liability in a transaction under normal conditions between two commercial
counterparties on its valuation date. The fair value of the financial assets of the Financial Statements of
December 31, 2022, was determined by the best possible estimate by the Management. In cases where
there are no data available or these data are limited from active money markets, the valuations of the
fair values have arisen by the Management’s estimate in compliance with the information available.
The Company and the Group use the hierarchy below in order to establish and disclose the fair
value of its financial instruments, per measurement technique:
Level 1:
Negotiable (not adjusted) values on active markets for the same assets or liabilities;
Level 2:
Other techniques where all inflows with a significant impact on the recorded fair value
are observable, either directly or indirectly.
Level 3:
Techniques which employ data that has a significant impact on the recorded fair value
and is not based on observable market data.
The Company values at fair value a Loan of € 1,470 thousand (2021: € 770 thousand) to the
subsidiary ThPA Sofia EAD.
The categorization of the Company's financial assets measured at their fair value is presented in
the following tables:
2022
Amounts in thousands €
Level 3
Loans
Other long-term receivables valued at fair value through profit or loss
statement
1.470
Financial assets measured at fair value
1.470
 
111
2021
Amounts in thousands €
Level 3
Loans
Other long-term receivables valued at fair value through profit or loss
statement
770
Financial assets measured at fair value
770
An increase in the discount rate by 1% would have a negative impact on the result by € 29 thousand.
The movement of financial assets valued at fair value at level 3 for the Company is as follows:
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
Balance January 1st
770
0
Additions
700
770
Losses from valuation of financial assets at fair value
0
0
1.470
770
The amounts with which cash holdings, receivables and short-term liabilities are disclosed in the Financial
Position Statement, approach their corresponding fair values due to their short-term maturity.
Consequently, there are no differences between the fair values and the corresponding book values of the
Financial Assets and Liabilities.
6.6
Economic conjuncture risk - Macroeconomic business environment in Greece
Management closely monitors and continuously assesses the impact of the conflict in Ukraine and its
effects on the macroeconomic and financial environment, such as the energy crisis, the increase in energy
costs and bank interest rates, but also inflationary pressures, and to a minor extent, the evolution of the
COVID-19 pandemic, so as to ensure that all necessary actions and measures will be taken in order to
minimize their possible effects on the Company's activities. The Management is not able to fully and
accurately predict the possible developments in the Greek economy, however, based on its assessment,
it has come to the conclusion that no additional provisions for the impairment of the Company's financial
and non-financial assets are required on December 31, 2022.
More specifically, the Group constantly examines:
• The recoverability of trade receivables given the strict credit policy it applies and the case-by-case credit
security.
• Ensuring the number of sales due to the diversity of its activities.
 
112
Group's liquidity is quite significant, with approximately €94 million available and a zero-leverage ratio. It
is estimated that due to its good financial situation, the position of the Group is strong enough to cope
with the relatively difficult environment that has been formed for the next period.
In addition, it is pointed out that there is no seasonality in the activities of the Group and the Company.
7.
Segmental reporting
The Group operates in Greece and Bulgaria, irrespective of the fact that its customer base includes
international companies. Moreover, the Company does not engage in commercial or industrial activities
other than the provision of services solely within the boundaries of the Port of Thessaloniki.
Its business activities regard the provision of services to:
unitized cargoes (containers);
conventional cargoes (bulk, general, RO-RO);
coastal and cruise passengers;
ships (anchoring, mooring, berthing and other services);
users of its Port and non-port facilities, including the operation of car parking stations (organized
or not);
intermodal transports (dry-port) from the Company itself and its subsidiary ThPA Sofia EAD.
ThPA S.A. Management assesses the results of these activities and takes business decisions based on
the internal financial information system. This system is organized depending on both the type of service
rendered and the differences they generate during the production process, given they are provided to
different types of cargoes (Containerized and Conventional), passengers and other users, as well as the
organizational structure of the Company.
Based on what is cited above, the Company has identified the following five (5) operating segments
for disclosure:
- Container Terminal,
- Conventional Cargo,
- Passenger Traffic,
- Exploitation of Sites
 
113
 
 
- Intermodal
7.1
Financial data per segment
Group and Company activities per operating segment and of Assets and Liabilities for fiscal years 1.1-
31.12.2022 and 1.1-31.12.2021 can be broken down as follows:
GROUP
Fiscal Year 2022
Results
per Segment
on 31.12.2022
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Intermodal
Non-
allocated
items
Group
Total
Sales by sector
to external customers
53.210
23.725
653
2.378
2.280
0
82.245
to other sectors
0
0
0
0
0
0
Total sales by sector
53.210
23.725
653
2.378
2.280
0
82.245
Cost of sales
-27.740
-15.684
-535
-1.659
-2.795
0
-48.414
Gross profit by segment
25.470
8.040
118
719
-515
0
33.832
Other income
180
2.196
25
1.243
11
421
4.076
Other expenses
-4.714
-2.721
-138
-310
-472
-3.620
-11.974
Operating result by segment
20.936
7.516
5
1.653
-976
-3.198
25.933
Financial income/(expenses) net
0
0
0
0
-36
-1.683
-1.719
Profit before tax by segment
20.936
7.516
5
1.653
-1.012
-4.881
24.214
Income tax
-4.632
-1.663
-1
-366
1
1.040
-5.621
Profit after tax by segment
16.304
5.853
4
1.287
-1.012
-3.842
18.594
Total depreciation and amortization of
tangible and intangible assets
-4.270
-2.122
-31
-184
-296
-111
-7.013
Profit before tax, financial and
amortization
25.205
9.638
36
1.837
-682
-3.088
32.946
 
 
 
114
Fiscal Year 2021
Results
per Segment
on 31.12.2021
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Non-
allocated
items
Group
Total
Sales by sector
to external customers
51.060
23.526
402
1.902
973
77.863
to other sectors
0
0
0
0
0
0
Total sales by sector
51.060
23.526
402
1.902
973
77.863
Cost of sales
-24.818
-13.220
-458
-1.425
-1.759
-41.680
Gross profit by segment
26.242
10.307
-56
476
-786
36.182
Other income
110
1.682
14
789
227
2.822
Other expenses
-5.201
-2.591
-140
-286
-3.294
-11.511
Operating result by segment
21.151
9.398
-182
979
-3.853
27.493
Financial income/(expenses) net
0
0
0
0
-1.581
-1.581
Profit before tax by segment
21.151
9.398
-182
979
-5.434
25.912
Income tax
-4.653
-2.068
40
-215
771
-6.125
Profit after tax by segment
16.498
7.330
-142
764
-4.663
19.787
Total depreciation and amortization of
tangible and intangible assets
3.801
1.872
24
167
86
5.951
Profit before tax, financial and
amortization
24.953
11.270
-159
1.147
-3.767
33.44
4
 
115
COMPANY
Fiscal Year 2022
Results
per Segment
on 31.12.2022
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Intermodal
Non-
allocated
items
Company
Total
Sales by sector
to external customers
53.210
23.725
653
2.378
595
0
80.561
to other sectors
0
0
0
0
0
0
Total sales by sector
53.210
23.725
653
2.378
595
0
80.561
Cost of sales
-27.740
-15.684
-535
-1.659
-547
0
-46.166
Gross profit by segment
25.470
8.040
118
719
48
0
34.395
Other income
180
2.196
25
1.243
0
602
4.246
Other expenses
-4.714
-2.721
-138
-310
-50
-3.620
-11.552
Operating result by segment
20.936
7.516
5
1.653
-2
-3.018
27.089
Financial income/(expenses) net
0
0
0
0
-1.683
-1.683
Profit before tax by segment
20.936
7.516
5
1.653
-2
-4.700
25.406
Income tax
-4.632
-1.663
-1
-366
1
1.040
-5.621
Profit after tax by segment
16.304
5.853
4
1.287
-2
-3.660
19.786
Total depreciation and amortization of
tangible and intangible assets
-4.270
-2.122
-31
-184
-4
-111
-6.721
Profit before tax, financial and
amortization
25.205
9.638
36
1.837
1
-2.907
33.810
 
116
F
iscal Year 2021
Results
per Segment
on 31.12.2021
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Non-
allocated
items
Company
Total
Sales by sector
to external customers
51.060
23.526
402
1.902
0
76.890
to other sectors
0
0
0
0
0
0
Total sales by sector
51.060
23.526
402
1.902
0
76.890
Cost of sales
-24.818
-13.220
-458
-1.425
0
-39.921
Gross profit by segment
26.242
10.307
-56
476
0
36.969
Other income
110
1.682
14
789
314
2.909
Other expenses
-5.201
-2.591
-140
-286
-2.890
-11.107
Operating result by segment
21.151
9.398
-182
979
-2.576
28.771
Financial income/(expenses) net
0
0
0
0
-1.546
-1.546
Profit before tax by segment
21.151
9.398
-182
979
-4.122
27.225
Income tax
-4.653
-2.068
40
-215
771
-6.125
Profit after tax by segment
16.498
7.330
-142
764
-3.351
21.100
Total depreciation and amortization of
tangible and intangible assets
3.801
1.872
24
167
86
5.951
Profit before tax, financial and
amortization
24.953
11.270
-159
1.147
-2.489
34.722
 
117
GROUP
Fiscal Year 2022
Results
per Segment
on 31.12.2022
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Intermodal
Non-
allocated
items
Group
Total
ASSETS
Tangible fixed assets Proprietary
63.890
2.820
584
798
0
14.938
83.030
investment property
0
0
0
3.471
0
3.471
other non-current assets
26.449
11.595
306
2.975
269
13.153
54.746
Current assets
4.804
8.616
50
273
0
95.800
109.545
Total assets
95.144
23.031
940
7.516
269
123.891
250.792
EQUITY & LIABILITIES
Equity
0
0
0
0
177.386
177.386
Long-term liabilities
31.941
14.766
388
2.310
315
809
50.528
Short-term liabilities
6.492
4.442
58
298
26
11.561
22.877
Total Equity & Liabilities
38.433
19.208
446
2.608
341
189.756
250.792
Fiscal Year 2021
Results
per Segment
on 31.12.2021
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Non-
allocated
items
Group
Total
ASSETS
Tangible fixed assets Proprietary
55.317
2.819
355
840
13.055
72.387
investment property
0
0
0
3.231
0
3.231
other non-current assets
27.760
12.403
205
2.069
12.899
55.337
Current assets
2.971
3.728
1.272
266
105.233
113.470
Total assets
86.048
18.950
1.833
6.406
131.188
244.425
EQUITY & LIABILITIES
Equity
0
0
0
0
173.011
173.011
Long-term liabilities
33.415
15.592
263
1.767
1.124
52.162
Short-term liabilities
5.929
3.534
38
280
9.469
19.251
Total Equity & Liabilities
39.344
19.127
301
2.048
183.605
244.425
 
118
COMPANY
Fiscal Year 2022
Results
per Segment
on 31.12.2022
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Intermodal
Non-
allocated
items
Company
Total
ASSETS
Tangible fixed assets Proprietary
63.890
2.820
584
798
0
14.931
83.023
investment property
0
0
0
3.471
0
3.471
other non-current assets
26.449
11.595
306
2.975
269
16.225
57.818
Current assets
4.804
8.616
50
273
0
95.133
108.877
Total assets
95.144
23.031
940
7.516
269
126.289
253.189
EQUITY & LIABILITIES
Equity
0
0
0
0
180.153
180.153
Long-term liabilities
31.941
14.766
388
2.310
315
809
50.528
Short-term liabilities
6.492
4.442
58
298
26
11.191
22.508
Total Equity & Liabilities
38.433
19.208
446
2.608
341
192.154
253.189
Fiscal Year 2021
Results
per Segment
on 31.12.2021
Amounts in thousands €
Container
Terminal
Conventional
Port
Passenger
Port
Launching
Premises
Non-
allocated
items
Company
Total
ASSETS
Tangible fixed assets Proprietary
55.317
2.819
355
840
13.053
72.385
investment property
0
0
0
3.231
0
3.231
other non-current assets
27.760
12.403
205
2.069
13.882
56.320
Current assets
2.971
3.728
1.272
266
106.043
114.280
Total assets
86.048
18.950
1.833
6.406
132.978
246.216
EQUITY & LIABILITIES
Equity
0
0
0
0
174.586
174.586
Long-term liabilities
33.415
15.592
263
1.767
800
51.838
Short-term liabilities
5.929
3.534
38
280
10.009
19.791
Total Equity & Liabilities
39.344
19.127
301
2.048
185.395
246.216
Non-allocated assets mainly regard cash holdings, financial instruments, deferred taxation, as well as
tangible fixed assets utilized for own purposes which regard infrastructure works not directly relating
to any Operating Segment, while non-allocated liabilities mainly regard all of equity, liabilities from
suppliers, income taxes, fixed asset subsidies and other provisions.
 
119
Major Customers
: A customer active in the operating segment of the CONTAINER TERMINAL
accounts for a percentage of more than 10% on the total revenue of the Group 14,94% (2021:
16,40%). For the Company in 2022, the percentage is 15,24% (2021: 16,61%).
7.2 Calculation of earnings before tax, financial results and total depreciations (EBITDA)
The Group monitors the EBITDA index and cites the calculation thereof, as it is not precisely defined in
the IFRS, as such have been adopted by the European Union:
GROUP
Amounts in thousands €
2022
2021
Profit before tax
24.214
25.912
Plus: Depreciation and amortization of tangible, intangible and right-of-use assets
(Note 8.2, 8.3, 8.4)
7.076
5.985
Less: Depreciation of subsidized fixed assets
-63
Plus: Net financial income/expenses (Note 8.23)
1.719
1.546
Operating profit (EBITDA)
32.946
33.444
COMPANY
Amounts in thousands €
2022
2021
Profit before tax
25.406
27.225
Plus: Depreciation and amortization of tangible, intangible and right-of-use assets
(Note 8.2, 8.3, 8.4)
6.784
5.951
Less: Depreciation of subsidized fixed assets
-63
Plus: Net financial income/expenses (Note 8.23)
1.683
1.546
Operating profit (EBITDA)
33.810
34.722
 
120
8. Item analysis & other disclosures
8.1
Investment property
GROUP/COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
Opening balance
3.231
3.052
Profits upon revaluation differences (Note 8.18)
240
178
Balance at the end of period
3.471
3.231
The Group and Company own four plots of land outside the Port Zone which are held to generate rent or
increase the value of its capital and which are free of all liens. The Group and Company have selected the fair
value method for book value calculation of its investment properties. Profits or losses arising from a change in
fair value in investments in real estate are included in the net profit or loss for the period in which that change
occurs.
The fair value of investment properties of level 3 is measured for the Group and Company by independent
external valuers using the Comparative or Landmark Method. For the purpose of estimation, the following
assumptions have been made:
-
the properties are not contaminated and not affected by existing or proposed environmental legislation
-
the land of each property is not subject to special conditions
-
properties are free of mortgages
-
real estate is not affected by current or potential future town planning arrangements.
Moreover, the Group and the Company are affected by the change in the fair value of real estate investments.
A change in real estate prices by ± 5% will bring about a corresponding change in the amount of € 174
thousand in the fiscal results of the year (change of € 162 thousand in the results of the year 2021). There are
no real guarantees and commitments on the investment properties. The Management estimates that the value
of the properties is not affected by the existing legislation and that they are free of encumbrances.
Two of the four investment properties are leased to third party companies for the exploitation of parking spaces.
Rental income from investment properties amounted to € 157 thousand for the year ended 31 December 2022
(2021: € 157 thousand) and is included in Other Income in the Statement of Comprehensive Income.
 
121
8.2
Tangible Assets
GROUP
Amounts in thousands €
Buildings
Machinery
Vehicles
Furniture,
fittings
and
equipment
Assets under
construction
&
prepayments
Total of
Tangible
Assets
Cost
1 January 2021
25.508
80.984
4.074
5.824
16.470
132.860
Additions
77
1.278
49
872
14.535
16.810
Transfers
2.148
65
0
154
-2.367
0
Disposals/Write-offs
0
-1.379
-639
-96
-108
-2.221
31 December 2021
27.733
80.949
3.484
6.754
28.531
147.449
1 January 2022
27.733
80.949
3.484
6.754
28.531
147.449
Additions
1.940
7.217
187
457
6.483
16.285
Transfers
3.049
9.863
0
965
-13.877
0
Disposals/Write-offs
0
-474
-493
0
-581
-1.549
31 December 2022
32.722
97.554
3.178
8.176
20.555
162.186
Accumulated depreciation
1 January 2021
12.300
52.724
3.740
4.396
0
73.160
Depreciation
1.067
2.784
88
307
0
4.246
Impairments / (Offset impairments)
0
-11
0
0
0
-11
Disposals/Write-offs
0
-1.379
-639
-95
0
-2.112
31 December 2021
13.367
54.118
3.189
4.608
0
75.283
1 January 2022
13.367
54.118
3.189
4.608
0
75.283
Depreciation
1.242
2.887
108
620
0
4.857
Disposals/Write-offs
0
-474
-510
0
0
-984
31 December 2022
14.609
56.531
2.788
5.228
0
79.155
Carrying Amount at 31 December 2021
14.365
26.831
295
2.146
28.531
72.167
Carrying Amount at 31 December 2022
18.113
41.024
390
2.948
20.555
83.030
 
122
COMPANY
Amounts in thousands €
Buildings
Machinery
Vehicles
Furniture,
fittings
and
equipment
Assets under
construction
&
prepayments
Total of
Tangible
Assets
Cost
1 January 2021
25.508
80.984
4.074
5.824
16.470
132.860
Additions
77
1.278
46
872
14.535
16.808
Transfers
2.148
65
0
154
-2.367
0
Disposals/Write-offs
0
-1.379
-639
-96
-108
-2.221
31 December 2021
27.733
80.949
3.481
6.754
28.531
147.447
1 January 2022
27.733
80.949
3.481
6.754
28.531
147.447
Additions
2.044
7.217
187
453
6.380
16.281
Transfers
3.049
9.863
0
965
-13.877
0
Disposals/Write-offs
0
-474
-493
0
-584
-1.552
31 December 2022
32.826
97.554
3.175
8.172
20.449
162.176
Accumulated depreciation
1 January 2021
12.300
52.724
3.740
4.396
0
73.160
Depreciation
1.067
2.784
88
307
0
4.246
Impairments / (Reversal of impairment)
0
-11
0
0
0
-11
Disposals/Write-offs
0
-1.379
-639
-95
0
-2.112
31 December 2021
13.367
54.118
3.189
4.608
0
75.282
1 January 2022
13.367
54.118
3.189
4.608
0
75.282
Depreciation
1.242
2.887
108
617
0
4.854
Disposals/Write-offs
0
-474
-510
0
0
-984
31 December 2022
14.609
56.531
2.788
5.225
0
79.153
Carrying Amount at 31 December 2021
14.365
26.831
292
2.146
28.531
72.165
Carrying Amount at 31 December 2022
18.216
41.024
388
2.947
20.449
83.023
Group`s assets are free of all liens. The Group has concluded insurance contracts covering possible risks of
earthquake, fire and other risks, from acts of god and also covering general civil liability for electromechanical
equipment and buildings which have been conceded to it by the Greek State, and employer’s civil liability for
machinery, vehicles, electric gantry cranes and ordinary gantry cranes.
 
123
An impairment assessment about fixed assets takes place when events and conditions suggest that their
residual value may no longer be recoverable. Should the residual value of fixed assets exceed their recoverable
value, the accessory sum regards an impairment loss, which is recorded directly as an expense in the income
statement.
During 2022, no conditions or events were identified to indicate that the carrying amount value may no longer
be recoverable.
In addition, the current environmental legislation does not have a negative impact on the Company's activities,
nor does it create conditions that the amortized value of fixed assets may no longer be recoverable.
Management has concluded that future cash costs regarding compliance to environmental legislation are not
material to the company's financial statements for the current year given that there are already environmental
approvals for the Company's operations and projects.
"Fixed assets under construction and advances" account includes projects in progress, the most important of
which is the extension of the 6th pier (€ 14 million), various infrastructure projects in the port facilities (€ 4.9
million) as well as advances for the purchase of machinery equipment (€ 1 million) in view of the mandatory
investments resulting from the concession contract.
The reductions in Assets under construction and advances, relate to the expensing of prior investments within
2022.
Finally, within the fiscal year, following a decision taken by the Management, the Company proceeded with the
destruction of old mechanical and other equipment of a non-depreciable value of € 6 thousand, which concerns
the return of a leased vehicle, due to early contract termination.
 
124
 
8.3
Intangible Assets
GROUP
Amounts in thousands €
Intangible assets costs as of
01.01.2021
4.220
Additions
1.153
Intangible assets costs as of 31.12.2021
5.373
Accumulated depreciations as of 01.01.2021
2.874
Depreciations 2021
217
Total depreciation until 31.12.2021
3.091
Carrying amount as of 31.12.2021
2.282
Intangible assets costs as of 01.01.2022
5.373
Additions
1.255
Intangible assets costs as of 31.12.2022
6.628
Accumulated depreciations as of 01.01.2022
3.091
Depreciations 2022
459
Total depreciation until 31.12.2022
3.551
Carrying amount as of 31.12.2022
3.077
COMPANY
Amounts in thousands €
Intangible assets costs as of
01.01.2021
4.220
Additions
1.146
Intangible assets costs as of 31.12.2021
5.366
Accumulated depreciations as of 01.01.2021
2.874
Depreciations 2021
215
Total depreciation until 31.12.2021
3.089
Carrying amount as of 31.12.2021
2.277
Intangible assets costs as of 01.01.2022
5.366
Additions
1.255
Intangible assets costs as of 31.12.2022
6.621
Accumulated depreciations as of 01.01.2022
3.089
Depreciations 2022
455
Total depreciation until 31.12.2022
3.544
Carrying amount as of 31.12.2022
3.077
 
 
125
(Any differences in sums are due to the rounding of the relevant items)
Intangible assets are mainly related to software programmes.
8.4
Right of use asset
Right to use assets transactions from 1 January 2022 to 31 December 2022 along with the corresponding last
year are analyzed as follows:
GROUP
Concession Fee (TOTAL)
Amounts in thousands €
Concession Fee as of 01.01.2021
46.534
Additions
741
Concession Fee as of 31.12.2021
47.275
Accumulated depreciations as of 01.01.2021
3.851
Depreciations 2021
1.812
Total depreciation until 31.12.2021
5.663
Carrying amount as of 31.12.2021
41.612
Concession Fee as of 01.01.2022
47.275
Additions
126
Write-offs
-43
Concession Fee as of 31.12.2022
46.872
Accumulated depreciations as of 01.01.2022
5.663
Depreciations 2022
1.797
Write-offs
-37
Total depreciation until 31.12.2022
7.423
Carrying amount as of 31.12.2022
39.934
 
126
COMPANY
Concession Fee (TOTAL)
Amounts in thousands €
Concession Fee as of 01.01.2021
46.534
Additions
106
Concession Fee as of 31.12.2021
46.640
Accumulated depreciations as of 01.01.2021
3.851
Depreciations 2021
1.499
Total depreciation until 31.12.2021
5.351
Carrying amount as of 31.12.2021
41.290
Concession Fee as of 01.01.2022
46.640
Additions
126
Write-offs
-43
Concession Fee as of 31.12.2022
46.723
Accumulated depreciations as of 01.01.2022
5.351
Depreciations 2022
1.511
Write-offs
-37
Total depreciation until 31.12.2022
6.825
Carrying amount as of 31.12.2022
39.898
 
127
GROUP/COMPANY
GROUP/COMPANY
Concession Fee (Greek State concession)
Concession Fee (Land Use)
Amounts in thousands €
Amounts in thousands €
Concession Fee as of 01.01.2021
44.284
Concession Fee as of 01.01.2021
1.950
Additions
0
Additions
0
Concession Fee as of 31.12.2021
44.284
Concession Fee as of 31.12.2021
1.950
Accumulated depreciations as of 01.01.2021
3.690
Accumulated depreciations as of 01.01.2021
63
Depreciations 2021
1.342
Depreciations 2021
69
Total depreciation until 31.12.2021
5.032
Total depreciation until 31.12.2021
133
Carrying amount as of 31.12.2021
39.252
Carrying amount as of 31.12.2021
1.818
Concession Fee as of 01.01.2022
44.284
Concession Fee as of 01.01.2022
1.950
Additions
0
Additions
0
Concession Fee as of 31.12.2022
44.284
Concession Fee as of 31.12.2022
1.950
Accumulated depreciations as of 01.01.2022
5.032
Accumulated depreciations as of 01.01.2022
133
Depreciations 2022
1.342
Depreciations 2022
69
Total depreciation until 31.12.2022
6.374
Total depreciation until 31.12.2022
202
Carrying amount as of 31.12.2022
37.910
Carrying amount as of 31.12.2022
1.748
GROUP
Concession Fee (Office plants)
Amounts in thousands €
Concession Fee as of 01.01.2021
0
Additions
635
Concession Fee as of 31.12.2021
635
Accumulated depreciations as of 01.01.2021
0
Depreciations 2021
313
Total depreciation until 31.12.2021
313
Carrying amount as of 31.12.2021
322
Concession Fee as of 01.01.2022
635
Additions
0
Concession Fee as of 31.12.2022
635
Accumulated depreciations as of 01.01.2022
313
Depreciations 2022
285
Total depreciation until 31.12.2022
598
Carrying amount as of 31.12.2022
36
 
128
GROUP/COMPANY
GROUP/COMPANY
Concession Fee (Vehicles)
Concession Fee (Photocopiers/Printers)
Amounts in thousands €
Amounts in thousands €
Concession Fee as of 01.01.2021
300
Concession Fee as of 01.01.2021
0
Additions
61
Additions
45
Concession Fee as of 31.12.2021
361
Concession Fee as of 31.12.2021
45
Accumulated depreciations as of 01.01.2021
98
Accumulated depreciations as of 01.01.2021
0
Depreciations 2021
79
Depreciations 2021
9
Total depreciation until 31.12.2021
177
Total depreciation until 31.12.2021
9
Carrying amount as of 31.12.2021
184
Carrying amount as of 31.12.2021
36
Concession Fee as of 01.01.2022
361
Concession Fee as of 01.01.2022
45
Additions
126
Additions
0
Write-offs
-43
Concession Fee as of 31.12.2022
45
Concession Fee as of 31.12.2022
443
Accumulated depreciations as of 01.01.2022
9
Accumulated depreciations as of 01.01.2022
177
Depreciations 2022
12
Depreciations 2022
88
Total depreciation until 31.12.2022
22
Total depreciation until 31.12.2022
-37
Carrying amount as of 31.12.2022
24
Write-offs
228
Carrying amount as of 31.12.2022
215
The right of use concerns the concession contract to the Greek State along with leases of offices, vehicles
and land use (8.27.2.ii).
8.5 Long-term and other receivables
Long-term receivables are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
Electricity (PPC) guarantees
58
18
Water Supply (EYATH) guarantees
1
1
Natural Gas guarantees
6
8
Participation Guarantee (ETAD PARKING)
30
0
Other guarantees
8
1
Total
103
27
(Any differences in sums are due to the rounding of the relevant items)
 
129
These receivables are related to guarantees, which are not expected to be collected until the end of the
next year and which have been valued at cost. Within fiscal year 2022, the Company granted an additional
loan of € 700 thousand to its subsidiary ThPA Sofia EAD, additionally to the previous loans granted in 2021.
The final amount of the claim from loans to ThPA Sofia EAD on 31.12.2022 amounts to € 1,470 thousand.
It is valued at fair value and disclosed in Other long-term receivables in the Company's financial statements.
8.6 Inventories
Inventories are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
Consumables
At cost
3.021
2.173
minus: Impairment provsion
-462
-462
At net realizable value
2.559
1.711
Spare parts
At cost
348
274
At releazible value
348
274
Total inventories at the lowest of cost
and net realizable value
2.907
1.984
(Any differences in sums are due to the rounding of the relevant items)
At the end of each fiscal year, Company BoD reassesses the case of impairment in the valuation of
inventories at their liquidation value. Every change in the impairment provision and the cost of inventories
entered as an expense is included in the cost of sales (note 8.17).
8.7 Trade receivables
Trade receivables are analyzed as follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
1/1-31/12/2022
1/1-31/12/2021
Trade receivables
7.056
3.495
6.877
3.456
Less
: provisions for bad debt
-262
-214
-262
-214
Total
6.794
3.281
6.615
3.241
 
130
Group's standard practice is to receive advances (deposits) for services, which are settled regularly.
Customer advances amount to € 4,185 thousand at 31 December 2022 and € 3,135 thousand at 31
December 2021 and represent contractual liabilities of the Group and the Company under contracts with
customers (note 8.14).
Each customer's account is debited upon receipt of the advances and payment of the specific invoices to
which the specific advance corresponds. This balance at the end of each financial year is shown under
liabilities in the 'Customer advances' account (Note 8.14). Customer balances (6 months and over) for
which no provision has been made are largely covered by deposits. In some cases and for important
customers with whom contracts have been signed where a discount is provided for, a letter of guarantee
is also required. The amount of these letters of guarantee as at 31.12.2022 amounts to € 2,920 thousand
(€ 1,870 thousand as at 31.12.2021) (note 8.27.3).
For all liabilities arising from the contract, invoices issued are settled within 30 days of issue. For these
receivables, management has set a minimum loss rate for default risk. For all balances outstanding for
more than 30 days, the Group and the Company have considered default risk, days past due and historical
credit losses adjusted to reflect current and future information on a customer-by-customer basis to
determine the expected credit losses for each individual trade receivable balance. Realized unbilled
revenue relates to contract receivables from customers.
Customer advances that are pre-collected represent a contractual obligation to their customers, and are
recorded within Current liabilities as "Contractual Liabilities. These are not linked to trade receivables as
they relate to different contractual liabilities. Contractual liabilities are settled upon completion of the
service and recognition of revenue at the beginning of the financial year following the closed financial
year .
The provision for doubtful accounts receivable from customers for the years ended December 31, 2022
and 2021 is as follows:
 
131
GROUP/COMPANY
Amounts in thousands €
Balance on January 1, 2021
221
Additional provision for the fiscal year (note
8.20)
Non-utilized provision (note 8.18)
3
Customers write-offs
-10
Balance on December 31, 2021
214
Additional provision for the fiscal year (note
8.20)
54
Non-utilized provision (note 8.18)
-1
Customers write-offs
-4
Balance on December 31, 2022
262
On December 31, 2022 customer and other trade receivables maturity dates were as follows (amounts
in thousands €):
GROUP
Amounts in thousands €
Not overdue and
not impaired
0-30 days
31-60 days
61-90
days
91-300
days
>300 days
TOTAL
Receivables from customers
1.162
3.537
907
388
769
293
7.056
Contract assets
3.530
0
0
0
0
0
3.530
Less: Provision
-44
-218
-262
Total 31.12.2022
4.692
3.537
907
388
725
75
10.324
Receivables from customers
1.552
1.606
122
214
3.495
Contract assets
2.633
0
0
0
0
0
2.633
Less: Provision
-214
-214
Total 31.12.2021
4.185
1.606
0
0
122
0
5.914
 
132
COMPANY
Amounts in thousands €
Not overdue
and not
impaired
0-30 days
31-60 days
61-90
days
91-
300
days
>300
days
TOTAL
Receivables from customers
1.187
3.450
773
289
884
293
6.877
Contract assets
3.530
0
0
0
0
0
3.530
Less: Provision
0
0
0
0
-44
-218
-262
Total 31.12.2022
4.717
3.450
773
289
840
75
10.145
Receivables from customers
1.552
1.567
122
214
3.456
Contract assets
2.633
0
0
0
0
0
2.633
Less: Provision
0
0
0
0
0
-214
-214
Total 31.12.2021
4.185
1.567
0
0
122
0
5.875
The Group does not accumulate credit risk in relation to trade receivables, as it has a wide range and a
large number of customers.
 
133
8.8
Advances and other receivables
Advances and other receivables are analyzed as follows:
Amounts in thousands €
GROUP
GROUP
COMPANY
COMPANY
1/1-31/12/2022
1/1-31/12/2021
1/1-31/12/2022
1/1-31/12/2021
Advances to personnel
27
53
27
53
Loans to personnel
307
279
307
279
Current Fiscal Year Receivables
122
24
122
24
Other debtors
1.609
1.013
1.587
561
Receivables from afilliated companies
0
0
1.158
1.609
Receivables from VAT
325
747
325
715
Other receivables from the Greek State
3.545
3.867
3.545
3.867
Next Fiscal Year's expenses
395
189
395
189
Doubtful debtors
263
222
263
222
Less: provision for doubtful debtors
-263
-286
-263
-286
Less: provision for doubtful receivables
-255
-271
-255
-271
Less: provision for receivables from duties and taxes
-3.526
-3.526
-3.526
-3.526
Contract assets
3.408
2.609
3.408
2.609
Total
5.957
4.920
7.092
6.045
Contractual assets transactions are as follow:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-
31/12/2021
Balance 1/1/2022
2.609
1.910
Re classifications to trade receivables
-2.663
-1.910
Contract assets
3.408
2.609
Balance 31/12/2022
3.408
2.609
(Any differences in sums are due to the rounding of the relevant items)
 
134
Loans to personnel:
The Group provides interest loans to employees which are subject to a 2,4%
stamp duty upon receipt. The amount of loan per employee is up to the amount of € 7 thousand and
instalments are deducted from the employee salaries. Loans are stated at their nominal value and are
similar to their fair value.
Operating revenue Receivable:
The operating revenue receivable becomes from: a) interest income
earned € 34 thousand (2021: € 2 thousand), b) other income € 88 thousand (2021: € 22 thousand).
Contract assets of € 3,408 thousand (2021: € 2,609 thousand), which relate to services that had been
provided by the end of the year but not invoiced.
The transactions in the provision for bad debts for the years ended 31 December 2022 and 2021 was as
follows:
Amounts in thousands €
GROUP/COMPANY
Balance on January 1, 2021
297
Additional provision in fiscal year (note 8.20)
0
Utilized provision
-3
Non-utilized provision (note 8.18)
-7
Balance on December 31, 2021
286
Additional provision in fiscal year (note 8.20)
0
Utilized provision
-23
Non-utilized provision (note 8.18)
-1
Balance on December 31, 2022
263
The account for the provision for other doubtful receivables for fiscal years ended on December 31,
2022, and 2021 is broken down as follows (amounts in thousands €):
Amounts in thousands €
GROUP/COMPANY
Balance on January 1, 2021
768
Utilized provision
-497
Balance on December 31, 2021
271
Utilized provision
-15
Balance on December 31, 2022
255
 
135
Other receivables from the Greek State:
An amount of € 3.526 thousand relates to imposed
duties and taxes which were paid by the Company in previous years in order to claim its return
through legal actions against which an equal provision has been formed.
8.9 Cash and cash equivalents – Other financial assets
Cash and cash equivalents are broken down as follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Petty Cash
52
40
52
40
Sight deposits
9.768
27.661
8.145
27.385
Time deposits up to 3 months
84.067
0
84.067
0
Total
93.887
27.701
92.264
27.425
As at 31.12.2022, the Group did not hold any term deposits with maturity more than three months, while
in 2021 they amounted to € 75,584 thousand, which are given under "Other financial assets".
The interest rates on term deposits ranged in fiscal 2022 from 0.15% to 1.20% (0.05% to 1.07% in fiscal
2021).
The current value of these demand deposits approximates their carrying value due to the
fluctuating interest rates and their short-term maturities.
As stipulated in the deferral clauses included in the contract signed on 02.02.2018 between the Greek
State and ThPA S.A. and titled "Concession Agreement Regarding the Use and Exploitation of Certain
Sites and Assets within the Port of Thessaloniki", the Company on 07.02.2018 issued a letter of guarantee
for the performance of the contract amounted € 10 million with a corresponding cash commitment
reflected in Non-current assets.
On 13.03.2019, the Company issued a supplementary letter of guarantee amounted € 20 million, marking
the commencement of the First Investment Period, without freezing cash. At the same time, the issuer
Bank reduced the amount of blocked deposits as per original letter of guarantee to € 7 million from the
original amount of € 10 million.
As this amount is tied up for a period of more than one year, it is given in the corporate and consolidated
financial statements under Non-current assets at fair value.
As of 31 December 2022, the Group's and the Company's cash and cash equivalents held in current
accounts and the guarantees given relating to blocked deposits were held with Greek banking institutions.
As of 31 December 2022, 63% of cash and cash equivalents. according to Moody's have a credit rating
of Caa1 to Ba2 and the remaining deposits are with other Greek banks.
 
136
Interest income from bank deposits is recognized on an accrual basis, amounting to € 347 thousand for
the Group and € 371 thousand for the Company, for the year ended 31 December 2022 (€ 476 thousand
for the year ended 31 December 2021 for the Group & the Company simultaneously). (note 8.23).
8.10
Equity
8.10.1
Share capital
The Group’s share capital stands at thirty million two hundred and forty thousand Euros (€30,240,000)
and is divided into ten million eighty thousand (10,080,000) ordinary registered shares with a face value
of three Euros (€ 3,00) each. The share capital was fully paid-in on 31.12.2022. There was no change
during the period.
8.10.2
Reserves
GROUP/COMPANY
Amounts in €
Statutory
Reserve
Tax Free
Reserves
Total Reserves
Balance (1.1.2021)
10.596
57.436
68.031
Other changes for the fiscal year
Profit distribution to reserves
1.055
1.055
Balance (31.12.2021)
11.651
57.436
69.086
Balance (31.12.2022)
11.651
57.436
69.086
The statutory reserve has been formed in compliance with the provisions in force and may not be
distributed while the company is in operation. Untaxed reserves include reserves from income under
special taxation, from financial income exempt from taxation, which have not been taxed based on special
provisions in the law, as well as the Special untaxed reserve of Law 2881/2001, amounting to €57,4
million.
In 2022, the Company did not form an ordinary reserve because it has exceeded the statutory
limit of 1/3 of its share capital.
The above Special Tax-Free Reserve is taxed under the conditions and to the extent provided for in the
general provisions, i.e. in the event of its distribution or capitalization. The tax on any goodwill to be
distributed or capitalized will be calculated based on the tax rate applicable to the taxation of the profits
of the year in which the distribution or capitalization will take place.
 
137
8.11
Provisions for liabilities to employees
Provision for liabilities to employees for Group and the Company is analyzed as follows (amounts in
thousands €):
Amounts in €
31.12.2022
31.12.2021
Liability`s Present value
4.335
5.621
Amounts recognized in the statement of comprehensive income
Cost of current employment
451
298
Past service cost or plan change or curtailment
31
106
Interest on the liability
24
19
Normal expense in the statement of comprehensive income
506
422
Cost of curtailment/settlement/termination of service
481
11
Other adjustments
-481
-308
Total expense in the statement of comprehensive income
506
126
Varition in Liability`s Present value:
Present value of liability at the beginning of fiscal year
5.621
5.341
Cost of current employment
451
298
Interest cost
24
19
Benefits paid by the employer
-1.118
-1.000
Cost of curtailments/adjustments/termination of service
512
117
Actuarial loss - financial assumptions
-1.023
-44
Actuarial loss - due to change in demographic assumptions
0
-227
Actuarial loss-period experience
-162
1.117
Other adjustments
30
0
Present value of liability at the end of fiscal year
4.335
5.621
Variations in Net liability recognized in Financial Position
Statement
1.1-
31.12.2022
1.1-
31.12.2021
Amounts in €
Net liability at the beginning of fiscal year
5.621
5.649
Compensation paid
-1.118
-1.000
(Profits)/losses in profit and loss statement
987
126
Total profit/losses in other comprehensive income
-1.155
846
Net liability at the end of fiscal year
4.335
5.621
The principal actuarial assumptions employed for the calculation of the relevant provisions are as follows:
 
138
31.12.2022
31.12.2021
Discount rate
3,63%
0,45%
Expected remaining working life
14,43
13,3
In case of change of the average annual increase or reduction of the discount rate by + 0.1% then the
liability will amount to € 4,308 thousand and by -0.1% the liability will amount to € 4,361 thousand.
The Company calculates the reserve for personnel`s compensation due to retirement in compliance with
the provisions of the sectoral collective labor agreement (E.S.S.E.). Personnel compensation liabilities for
fiscal years 2022and 2021 were calculated using an actuarial study.
8.12
Other provisions
The movement of other provisions is broken down as follows (amounts in thousands €):
GROUP/COMPANY
Amounts in €
Balance on 1.1.2021
418
Balance on 31.12.2021
418
Balance on 31.12.2022
418
Other provisions regard various receivables from Greek State
8.13
Other long-term liabilities
Other long-term liabilities are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
Leasehold deposits
227
215
Subsidies for fixed assets
137
0
Total
364
215
8.14
Short-term liabilities
Short-term liabilities, except the income tax and the short-term lease liability, are analyzed as follows:
 
139
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Liabilities to suppliers
7.748
5.946
7.593
6.116
Contractual Liabilities
4.185
3.135
4.185
3.135
Other liabilities and accrued expenses
6.177
5.426
5.999
5.795
Total
18.110
14.506
17.777
15.045
The above liabilities do not involve interest and are usually settled within 6 months.
Contractual Liabilities:
Prior to initiating the service, the Group and Company shall receive advanced
payments from Contractual Sector customers. These advanced payments constitute for the Group and
Company a contractual obligation to their customers and are settled on completion of the service
provision and the recognition of revenue at the beginning of the next financial year (Note 8.7).
Other liabilities and accrued expenses:
Other liabilities and accrued expenses are analyzed as
follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Taxes-Duties on personnel and third party
remuneration
917
107
917
107
Other taxes duties
6
54
6
54
Social insurance and pension fund liabilities
1.316
1.259
1.316
1.259
Personnel remunaration payable
1.283
1.380
1.283
1.380
Fees due to BoD members (note 8.26)
5
4
5
4
Accrued expenses
1.833
1.711
1.833
1.711
Post year Revenue
0
58
0
58
Other-short term liabilities
818
852
641
1.222
Total
6.177
5.425
5.999
5.795
Taxes – Duties on Salaries:
This figure primarily regards withholding tax applied to personnel salaries,
which are usually paid in the month following the withholding, in compliance with the provisions in tax
law.
Social insurance and pension fund liabilities:
 
140
GROUP/COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
Social Security Institute (EFKA)- Other principal
insurance funds
1.316
1.259
Total
1.316
1.259
The Group and Company have no outstanding debts to social security Funds.
Personnel remuneration payable
: This amount includes the remuneration of personnel for December
2022, which has been paid during January 2023.
Accrued expenses:
This account is analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
Third-party fees
289
579
Third-party benefits
133
120
Tax-Duties
3
2
Concession Fee, amount in excess of considered
amount (8.27.2)
1.195
972
Personnel remuneration
1
1
Other expenses
36
37
Discounts on Fiscal Year`s sales
177
0
Total
1.833
1.711
Concession fee:
refers to the excessive part, in addition to the mandatory minimum liability payable to
the Greek State under the Concession Agreement of the Port and is increased by sales increase.
Discounts on sales
refers to the Group and Company's obligations to their customers under the terms
of the agreements signed between the two parties in relation of achieving of the objectives described in
the above contracts.
8.15
Income taxes payable
The income taxes payable amount is analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-
31/12/2022
1/1-
31/12/2021
Income Tax (Note 8.24)
5.944
6.228
Advances/TaX Witheld
-3.143
-3.421
Total
2.802
2.807
 
141
8.16 Sales
Sales show an increase in all sectors and are analyzed below:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Container terminal
Ship services
32.307
32.875
32.307
32.875
Land services
19.787
17.060
19.787
17.060
Mooring and berthing
1.093
1.059
1.093
1.059
Utilization of spaces
23
66
23
66
Total
53.210
51.060
53.210
51.060
Conventional Terminal
Ship services
17.441
18.501
17.441
18.501
Land services
2.273
1.997
2.273
1.997
Mooring and berthing
1.856
1.467
1.856
1.467
Utilization of spaces
1.325
838
1.325
838
Income from other services
829
723
829
723
Total
23.725
23.526
23.725
23.526
Passenger Terminal
Ship services
23
8
23
8
Land services
54
65
54
65
Mooring and berthing
321
135
321
135
Income from other services
255
194
255
194
Total
653
402
653
402
Utilization of spaces and other
Utilization of spaces
499
310
499
310
Income from other services
1.879
1.591
1.879
1.591
Total
2.378
1.902
2.378
1.902
INTERMODAL
Income from other services
595
0
595
0
Thpa Sofia EAD
595
0
595
0
Services dry port
1.685
973
0
0
TOTAL REVENUE
82.245
77.863
80.561
76.890
8.17 Cost of sales
Cost of sales is analyzed as follows:
 
142
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
1/1-31/12/2022
1/1-31/12/2021
Personnel remuneration and expenses (note 8.21)
21.940
21.344
21.896
21.344
Third parties remuneration and expenses
2.767
2.254
854
495
Third parties benefits
11.415
9.052
11.415
9.052
Taxes-Duties
119
108
119
108
Miscellaneous expenses
1.005
443
1.005
443
Depreciation (notes 8.2, 8.3)
6.555
5.600
6.263
5.600
Provision for personnel compensation (note 8.11)
410
125
410
125
Consumpion of materials spare parts
4.205
2.755
4.205
2.755
Total
48.414
41.680
46.166
39.921
8.18
Other revenue and profits
Other revenue and profits are analyzed as follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2022
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2021
Profits from investment property valuation (note 8.1)
240
178
240
178
Depreciation of subsidized fixed assets
63
63
Income from insurance claims
51
20
51
20
Rental income
2.968
2.212
3.148
2.300
Revenue from unused provisions (Note
8.7,8.8,8.11,8.12)
24
66
24
66
Revenue from the sale of fixed assets
218
303
218
303
Other revenue/revenue from previous years
513
42
501
42
Total
4.076
2.822
4.246
2.909
 
143
 
 
8.19
Administrative Expenses
Administrative expenses are analyzed as follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Personnel remuneration and expenses
5.193
4.849
5.193
4.849
Other remuneration and expenses of third parties
1.850
1.071
1.366
896
Management services
550
1.203
550
1.203
Third party benefits
1.289
1.676
1.289
1.447
Taxes and fees
329
234
329
234
Miscellaneous expenses
1.199
861
1.199
861
Depreciation
496
339
496
339
Provision for personnel indemnity
87
0
87
0
Consumption of materials spare parts
53
45
53
45
Total
11.047
10.277
10.563
9.873
Third party fees and expenses:
the amount includes mainly the cost of management fees and fees
for management incurred after the Concession Agreement has been signed (note 8.26) for amount €86.
 
Certified Auditors-Accountants fees
: Total fees charged, regarding fiscal year 2022 by the network
KPMG Chartered Accountants SA
statutory auditors, for the fiscal year 2022 were amounted to €73
thousand (2021: €56 thousand) for the Company and €94 thousand (2021: €71 thousand) for the Group.
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
2022
2021
2022
2021
Fees for mandatory audit of financial statements
63
55
42
40
Fees for tax certificate
17
14
17
14
Fees for other services
14
2
14
2
Total
94
71
73
56
 
 
 
8.20
Distribution Expenses
Distribution expenses are analyzed as follows:
 
 
 
144
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2022
1/1-31/12/2021
Personnel remuneration and expenses (note 8.21)
533
470
Third parties remuneration and expenses
54
181
Third parties benefits
30
25
Miscellaneous expenses
69
81
Depreciation
25
12
Provision for personnel indemnities
9
0
Provision for bad debt (notes 8.7, 8.8)
54
2
Consumption of materials spare parts
2
0
Total
777
772
8.21
Number of personnel and payroll cost
The number of personnel employed in the Group and Company and the payroll cost are analyzed as
follows:
GROUP
GROUP
COMPANY
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Salaried Employees *
378
335
376
334
Day Laborers **
121
132
121
132
Total
499
467
497
466
* of whom Technological Education Institute students
13
10
*of whom fixed term
44
32
**of whom Hellenic Manpower Organization (HMO) students
15
13
 
145
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Full-time personnel salaries
16.383
15.254
16.346
15.253
Employer contributions to social security funds
3.627
3.291
3.620
3.287
Side Benefits
677
788
677
788
Personnel severance
481
331
481
331
Personnel indemnity
provision (note 8.11)
388
93
388
93
Subtotal
21.555
19.756
21.511
19.750
Wages
4.989
5.268
4.989
5.268
Wages of Greek Manpower Employment Organization
(OAED)
11
1
11
1
Employer contributions to social security funds
1.284
1.358
1.284
1.358
Side Benefits
214
378
214
378
Personnel indemnity
provision (note 8.11)
118
33
118
33
Subtotal
6.617
7.037
6.617
7.037
General total
28.172
26.793
28.129
26.787
8.22 Other expenses and losses
Other expenses are analyzed as follows:
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Loss from investment property valuation (note 8.1)
0
0
0
0
Loss from fixed assets impairment
6
108
6
108
Surcharges to insurance funds contributions
0
55
0
55
Previous year Social contribution
0
159
0
159
Previous fiscal year expenses
85
133
147
133
Compensations to third parties
7
3
7
3
Tax penalites
31
0
31
0
Loss from foreign exchange
1
4
1
4
Other
20
0
20
0
Total
150
462
212
462
8.23 Financial income (expenses)
Financial income/(expenses) are analyzed as follows:
 
146
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Financial Income
Credit Interest (note 8.9)
347
476
371
476
Total
347
476
371
476
Financial Expenses
Interest Charges and related expenses
352
316
344
305
Interest Charges from Right of Use
1.714
1.742
1.710
1.718
Total
2.066
2.058
2.054
2.023
8.24
Income tax (current and deferred)
The income tax presented in the Comprehensive Income Statement is analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
31.12.2022
31.12.2021
Current Income Tax (Note 8.15)
5.944
6.228
Deferred Income Tax
-249
521
Tax variation from fiscal year 2021
-75
0
Refund from taxes paid in previous years
0
-624
Total
5.621
6.125
Pursuant to tax law 4172/2013, the tax rate for fiscal year 2022 is 22% (2021: 22%).
Tax statements are submitted each year, readjusting the book profits with the tax adjustment returns,
but the profits or losses referred to in them are considered to be provisional until a tax audit is carried
out by the taxation authorities and the relevant report is issued, by which tax liabilities are finalized.
In the table below we cite the agreement between the nominal and effective tax rate:
 
147
GROUP
GROUP
COMPANY
COMPANY
Amounts in thousands €
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Profits before income tax
24.214
25.912
25.406
27.225
Current tax rate
22%
22%
22%
22%
Income tax calculated at the applicable tax rate
5.327
5.701
5.589
5.990
Tax effect of non-deductible expenses
513
961
513
961
Tax effect of non-taxable income
-407
-959
-407
-959
Tax effect in tax rate variation
0
566
0
566
Provision reversal for tax audit differences/previous years' taxes
0
192
0
192
Effect of foreign tax rates
143
157
0
0
Tax losses for which no deferred tax asset has been recognized
119
131
0
0
Income from taxes paid in prior years
0
-624
0
-624
Tax variation from fiscal year 2021
-75
0
-75
0
Tax expense in the statement of comprehensive income
5.621
6.125
5.621
6.125
Effective tax rate
24,38%
23,63%
23,20%
22,47%
Charges for deferred income tax (deferred tax liability) at the attached income statements contains the
provisional tax differences principally ensuing from written income-gains which will be taxed at a future
date. Credit for deferred taxes (deferred tax receivables) mainly contains provisional tax differences
which ensue from specific provisions, which are tax deductible at their realization.
Deferred tax credit and debit balances are offset, when there is a legal right to the offset of current tax
assets against current tax liabilities and where deferred income taxes relate to the same tax authority.
The subsidiary ThPA Sofia during the year 2022 recorded a loss of approximately € 1,192 thousand for
which no deferred tax benefit was recognized, as the possibility of offsetting tax profits is not considered
certain.
Deferred income tax assets and liabilities originate from the following items:
Balance
(Debit)/Credit
Balance
Amounts in thousands €
1/1/2022
in Results -
other income
31/12/2022
Investment property
-221
-53
-274
Tangible fixed assets utilized for own purposes
2.404
13
2.417
Right of use
993
303
1.296
Intangible assets
-14
61
47
Inventories
102
102
Trade & Other receivables
97
-14
83
Provisions for liabilities towards employees
1.237
-313
924
Other liabilities and provisions
39
-2
37
Total
4.637
-6
4.632
Recognized as:
Net Deferred Tax receivable
4.637
4.632
 
148
The balance of the deferred income tax is shown in the table below:
Amounts in thousands €
31.12.2022
31.12.2021
Opening balance
4.637
4.984
Deferred tax in profit or loss
249
-521
Deferred tax on other income
-254
174
closing balance
4.632
4.637
8.25 Dividends
Pursuant to Greek legislation, the companies have the potential, every fiscal year, to distribute to their
shareholders 35% of the net profits (after tax) and after the deduction for statutory reserves.
The Annual General Meeting of 21/04/2022 decided to distribute dividends for amount of € 15.120
thousands responding to 1,50 €/share. As per article 64 of Law 4172/2013 implementation, the tax rated
5% upon the dividend, was withheld only for rest shareholders than the wider public sector for amount
€ 164 thousands. Consequently, the net dividend payable amount was assessed to € 14.
956 thousands
and was paid in May 2022.
The Annual General Meeting of 23/06/2021 decided to distribute dividends for amount of € 14.314
thousands responding to 1,42 €/share. As per article 64 of Law 4172/2013 implementation, the tax rated
5% upon the dividend, was withheld only for rest shareholders than the wider public sector for amount
€ 152 thousands. Consequently, the net dividend payable amount was assessed to € 14.142 thousands
and was paid in July 2021.
On 06.04.2023 the Board of Directors of the Company proposed the distribution dividends becoming from
2022 profits of € 14.616 thousands which responds to 1,45 €/share. The proposal is subject to approval
by the Annual Regular General Meeting of Shareholders.
8.26 Transactions with related parties
Directors and Managers’ fees
The remuneration and attendance expenses paid to the members of the Board of Directors and the
remuneration paid to the Company Executives are analyzed per fiscal year as follows:
 
149
Amounts in thousands €
31/12/2022
31/12/2021
Short term Liabilities
BoD members remuneration
67
55
Salaries to executive staff
2.767
2.325
Total (a)
2.834
2.380
Post-retirement benefits related to:
Post-working allowances
51
57
Total (b)
51
57
Note: Salaries to executive staff (managerial staff) and other executives were subject to employer
contributions of € 251 thousands (31.12.2021: € 250 thousands).
Beyond the aforementioned remunerations-transactions, no other business relation or transaction took
place in the period 1/1/2022–31/12/2022, as well as no other benefit during the current fiscal year
between the company and the people participating in its Management, as well as to their close relatives.
Moreover, on 31/12/2022 remuneration to members of the BoD for the month of December were owed,
amounting to € 4 thousands (31.12.2021: € 3 thousands) (note 8.14). Finally, it is cited that the
cumulative provision for personnel compensation includes an amount of € 51 thousands (31.12.2021: €
57 thousands), that concerns senior managers and other executives of the Group and the Company.
Transactions with affiliated companies
The Group and the Company have entered into management service contracts with: Terminal Link SA
and CMA INTERNATIONAL MOBILITY SERVICE (CIMS) according to which Terminal Link provides
operational management services, while CIMS provides services through specialized personnel. The fees
for 2022 amounted to € 550 thousand (2021: € 550 thousand) to Terminal Link. Within 2022 Terminal
Link provided a credit invoice of €350k for bonus service fees in 2021 for which provision was made and
ultimately not achieved. For 2022 there were no transactions with CIMS as the Group and the Company
did not employ employees paid through that company.
Within the fiscal year 2022, the Company carried out the following transactions with related parties:
 
150
Publicity
License Provision
Affiliated Party
Transaction
BoD Reg. No.
DIMERA LAND & PROPERTY
Sub concession agreement/
30.11.2022
INVESTMENTS LTD
reconstruction/utilization/
2853090/13.12.2022
building use and maintenance
(no. 99 p. 2 Law. 4548/2018)
2882746/10.02.2023
Participations to affiliated companies.
In November 2020, ThPA Sofia EAD was founded, a subsidiary of ThPA S.A. at 100%, with a share capital
of BGN 50 thousand (€26 thousand). In August 2021, the Company increased its share capital by BGN 1
million (€513 thousand), while in November 2022, it increased again by BGN 2.16 million (€1,107
thousand). The Company for the year 2021 consolidated its subsidiary for the first time, therefore for
2022 there are now comparable figures both at Group and Company level. Transactions for the year 2022
amounted to €165 thousand (2021: €107 thousand). Out of the above amount, € 119 thousand pertains
to the rental of two Reach Stacker machines and one Forklift from the parent company to the subsidiary
company (2021: € 82 thousand).
The amount of claims from the above company on 31.12.2022 was: € 3,033 thousand (2021: € 2,168
thousand), of which an amount of € 1,470 thousand (2021: € 770 thousand) concerns loan claims while
the remaining amount €1,563 thousand refers to other trade receivables (2021: €1,398 thousand).
The Company performed an impairment audit of its investment in 2022 based on the value-in-use method
and management concluded that no impairment was required. The estimated cash flows of the
investment in the predecessor subsidiary were amortized to their present value using a discount rate that
reflects current market assessments of the time value of money as well as the risks associated with the
investment. Cash projections based on management-approved business plans were used in the
calculation.
Final controlling entity
The Parent company of the Company is South Europe Gateway Thessaloniki, which directly owns 67%
of the Company, the ultimate parent company is BELTERRA HOLDINGS LIMITED while the ultimate
controller is Mr. Nickos Savvidis.
All transactions to related parties are carried out on purchase terms.
 
151
8.27
Commitments, Contingent receivables – liabilities and Guarantees
8.27.1 Pending cases
Third party claims
On 31.12.2022 there were third party claims pending against the Group and the Company for a total
sum of € 8,05 million (31.12.2021 € 8,3 million). Out of the total of the disputed claims: (a) A sum of
€3,1 million regards four actions lodged by employees of Th.PA. S.A. contesting amounts withheld
pursuant to Laws 3833/2010, 3845/2010 and 4024/2011. These lawsuits were annulled and will be
resumed with summons in case the lawsuit of one of the plaintiffs is successful, which is being tried on
a pilot basis and has been rejected at first instance. The other three lawsuits were aborted and brought
back for hearing in 2023 (b) an amount of € 3,79 million upon request from Company RINIA XH as
compensation for RINIA XH's damages (loss of earnings and non-pecuniary damages) due to the bad
state of the auctioned quantity of 36,155 cartons of cigarettes by various manufacturers acquired as a
bidder in an auction held on 21.03.2012. The action has been discussed at 23.01.2020 and Court Decision
Nr.5233/20 dismissed the action and ordered the Company to pay the legal cost of ThPA S.A. of €12
thousands. NTP RINIA-XH appealed the decision which was discussed on 16.09.2022 and a decision is
pending (c) € 1 million upon other claims. This amount concerns a claim from Company`s N.T.P. RINIA,
(case b) customs agent, for compensation about non-pecuniary damage. This case was heard on
22.9.2021 and was rejected. An appeal was filed by the plaintiff with GAK/EAK 20771808/2022, with a
trial date of 03.02.2023 at the Thessaloniki Court of Appeal. d) The remaining amount of € 0.16 million
mainly concerns labor disputes for which decisions have been issued in favor of the company and the
plaintiffs have filed appeals.
Group and Company Management, following the opinion of its legal consultant, decided not to form a
relevant provision for the cases above, since it is anticipated that their outcome will be positive for the
Company and no burden is expected for the Group and Company.
Group and Company claims
The Group and Company’s claims before Courts against third parties’ amount to € 417 thousands
(31.12.2021: € 614 thousands). The claims include a) an amount of € 195 thousands from compensations
(€ 31.12.2021: 392 thousands) and b) an amount of € 222 thousands from other pending claims
(31.12.2021: € 222 thousands).
 
152
8.27.2 Guarantees
The Group and Company held on 31/12/2022, letters of credit from suppliers – customers amounting to
€ 14,30 million compared to € 25,52 million for the corresponding fiscal year of 2021. Out of this amount,
€ 11,38 million is related to suppliers and € 2,90 million to customers for 2022 compared to € 23,64
million relating to suppliers and € 1,88 million to customers for 2021 respectively.
As defined in the deferral heresies included in the contract signed on 02.02.2018 between the Greek
State and ThPA SA entitled "Concession Agreement Regarding the Use and Exploitation of Certain Spaces
and Assets within the Port of Thessaloniki", the Company has issued two letters of guarantee totaling €
30 million. The amount pledged against these guarantees amounts to € 7 million and is reflected in non-
current assets.
8.27.3 Open tax years
For fiscal years 2011-2021, the Company, which is subject to tax audit by Chartered Auditors-Accountants
in compliance with the provisions of article 82 par. 5 of Law 2238/1994 and the provisions of article 65a
of Law 4174/2013, has received a Tax Compliance Certificate, without any ensuing of additional tax
liabilities.
For fiscal year 2022 the Company is subject to tax audit by the Chartered Auditors- Accountants provided
for by the provisions of article 65a of Law 4174/2013. This audit is in progress and the relevant tax
certificate is going to be issued after the publication of the annual financial statements for fiscal year 2022.
If, additional tax liabilities should arise until the completion of the tax audit, we estimate that they will not
have any significant effect to the corporate and consolidated financial statements financial statements.
According to current legislation, tax years subject to re-audit by Tax Audit Authorities, are subject to five-
year limitation period as well. Consequently, tax years up to 2016 are considered definitively terminated.
The Management considers that for the opened tax years 2017-2022 no tax liability is expected to arise
by any future tax audit.
Regarding the subsidiary, 2022 fiscal year has been unaudited by tax authorities and management
appreciates that there will be no additional tax liabilities to be accrued.
8.27.4 Capital expense commitments
On the basis of the concession agreement signed on 2 February 2018 between ThPA S.A. and the Greek
State, arises the liability to invest in infrastructure and equipment projects amounting to € 180 million
under certain conditions until 2026.
 
153
An advance payment of € 931 thousand has been made against contracts for the supply of mechanical
equipment, which is recorded under Fixed assets in the category "Fixed assets under construction and
advances"
8.28 Leasing
8.28.1. Group and Company as lessor
The Group has signed various operating lease agreements which concern a concession of spaces until
November 2026. The future minimum rents to be collected in future fiscal years, as such ensue from
existing operating lease contracts are as follows (amounts in thousands €):
Amounts in thousands €
GROUP/COMPANY
Contracts up to:
31/12/2022
31/12/2021
1 year
283
778
1 – 5 years
115
562
Over 5 years
-
-
Total
399
1.340
8.28.2.
Group and Company as lessee
The Group, under the concession agreement signed with the Greek State, is required to pay an annual
price equal to 3,5% of its consolidated income, with a minimum annual paid amount of € 1,8 million. For
the year ended 31 December 2022 this liability is equal to the amount of € 3,00 million and is given in
the statement of financial Position as short-term liability amount € 1,8 million in the short-term lease
liability (note 8.27.2.ii) and amount € 1,2 million in other short-term liabilities and accrued expenses
(note 8.14). The long-term lease liability amount is € 43,66 million (€ 43,82 million in December 2021)
is disclosed under long-term liabilities from right of use.
Furthermore, the Group has signed lease agreements for the right of use of cars to serve its operational
needs. The short-term liability of € 77 thousand (€ 92 thousand in December 2021) is given in the
statement of financial Position under the short-term lease liability line item and the amount of € 143
thousand (€ 99 thousand in December 2021) is presented in the long-term lease liability.
Since January 2020, the company has signed a long-term lease agreement for land use, to serve its
business needs (cargo storage) with a fixed monthly rent of € 8,5 thousands. The short-term liability
amount € 39 thousand (€ 34 thousand in December 2021) is given in the Statement of Financial Position
 
154
under Short-term liabilities from the right of use and the amount of € 1,60 million (€ 1,64 million in
December 2021) is given under the long-term liabilities from the right of use.
Within 2021, the Group signed long-term lease agreements for photocopiers and printing machines to
serve its operational needs. The short-term liability of € 12,6 thousand (€ 12,2 thousand in December
2021) is given in the Statement of Financial Position in the Short-term liabilities from the right of use and
the amount of € 12,1 thousand (€ 23,7 thousand in December 2021) is given in the long-term liabilities
from the right of use.
GROUP
Right to use
assets
Amounts in thousands
Concession of
the Greek State
Vehicles
Land
use
Photocopiers/Printe
rs
Offices
Thpa Sofia
Total
Lease liabilities
Balance at 1.1.2022
39.252
183
1.818
36
322
41.611
47.951
Additions
126
126
126
Deletions
-6
-6
-6
Depreciation (Note
8.4)
-1.342
-88
-69
-12
-285
-1.796
Financial costs
1.714
Interest repayments
-1.714
Repayments
-692
Balance at
31.12.2022
37.910
215
1.749
24
36
39.934
47.379
Balance at 1.1.2021
40.594
202
1.886
635
43.317
47.693
Additions
61
46
107
527
Depreciation (Note
8.4)
-1.342
-79
-69
-9
-313
-1.812
Financial costs
1.742
Interest repayments
-1.742
Repayments
-269
Balance at
31.12.2021
39.252
184
1.818
37
322
41.612
47.951
 
155
COMPANY
Right to use assets
Amounts in thousands €
Concession of the
Greek State
Vehicles
Land
use
Photocopiers/Printers
Total
Lease liabilities
Balance at 1.1.2022
39.252
183
1.818
36
41.290
47.522
Additions
126
126
126
Deletions
-6
-6
-6
Depreciation (Note 8.4)
-1.342
-88
-69
-12
-1.511
Financial costs
1.710
Interest repayments
-1.710
Repayments
-300
Balance at 31.12.2022
37.910
215
1.749
24
39.898
47.342
Balance at 1.1.2021
40.594
202
1.886
42.682
47.692
Additions
61
46
107
107
Depreciation (Note 8.4)
-1.342
-79
-69
-9
-1.499
Financial costs
1.718
Interest repayments
-1.718
Repayments
-277
Balance at 31.12.2021
39.252
184
1.818
37
41.290
47.522
8.29
Earnings per share
The basic earnings per share are calculated by dividing the profit or loss corresponding to the holders of
common shares of the parent economic entity with the average weighted number of common shares in
circulation during the fiscal year.
Diluted earnings per share are calculated by dividing the net profit attributable to the shareholders (after
the deduction in the income statement of the impact from the conversion of conditional assets convertible
to shares) with the average weighted number of shares in circulation during the fiscal year (adjusted for
the impact of the conditional assets convertible to shares).
There were no bonds convertible to shares or other conditional titles convertible to shares which could
decrease the profits during the fiscal years to which the corporate and consolidated financial statements
financial statements attached refer, and
consequently, no diluted earnings per share have been separately
calculated.
The calculation of the basic and diluted earnings per share for the fiscal years that ended on December 31,
2022 and 2021 is as follows:
 
156
GROUP
GROUP
COMPANY
COMPANY
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Net profits corresponding to the company's shareholders
(amount in thousands)
18.594
19.787
19.786
21.100
Average weighted number of common shares
10.080.000
10.080.000
10.080.000
10.080.000
Basic abd diluted earnings per share (€/share)
1,84
1,96
1,96
2,09
8.30
Events after the date of the financial statements
Within 2023, and during the First Investment Period, ThPA S.A. continues to carry out Mandatory Investments
within the framework of commitments amounting to 180 million Euros.
In March 2023, the extension of the Letter of Guarantee of Good Performance in the amount of €10 million
was issued to the Ministry of Finance, originally issued on 7/3/2018, with a new validity until 31/3/2028, as
a formal obligation of ThPA S.A.within the framework of the Concession Agreement from 2/2/2018 between
ThPA and the Greek State.
At the same time, a new member of the BoD, Mr. Konstantinos Fotiadis, was elected to replace the member.
of the Board of Directors Mr. Artur Davidian who resigned, in the context of the EU Regulation regarding the
participation of Russian nationals.
Besides the above, there have been no other events subsequent to the corporate and consolidated financial.
statements as of December 31, 2022, that materially affect the understanding of said corporate and
consolidated financial statements and must either be disclosed or vary the elements of the published corporate.
and consolidated financial statements.
 
157
THESSALONIKI, 06/04/2023
THOSE RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
THE BoD EXECUTIVE
CHAIRMAN & MANAGING
DIRECTOR OF ThPA S.A.
THE MEMBER APPOINTED
BY THE BoD
THE CHIEF FINANCIAL
OFFICER OF ThPA S.A.
THE HEAD OF THE
ACCOUNTING
DEPARTMENT
ATHANASIOS LIAGKOS
ANGELIKI SAMARA
GEORGIOS
KARAMANOLAKIS
PANAGIOTIS NYDRIOTIS
ID Card No ΑΚ 148312
ID Card no. S 492406
ID Card no. ΑZ 363157
ID Card No. ΑI 147478
LICENSE NO 0100227
A CLASS