1
ANNUAL FINANCIAL REPORT
FISCAL YEAR 2022
(Pursuant to article 4 of Law 3556/2007)
*This is a translation from the original
version in Greek language. In case of a
discrepancy, the Greek original will prevail.
This page has been left blank intentionally
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CONTENTS OF THE ANNUAL FINANCIAL REPORT
STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS .......................................................................................................... 6
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS ............................................................................................. 7
STATEMENT OF COMPREHENSIVE INCOME FOR PERIOD 01/01/2022 – 31/12/2022 ................................................................. 73
STATEMENT OF FINANCIAL POSITION ON 31/12/2022 ........................................................................................................... 74
STATEMENT OF CASH FLOW 01/01/2022 – 31/12/2022 ......................................................................................................... 75
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2022............................................................................................... 76
NOTES TO THE ANNUAL FINANCIAL STATEMENTS .................................................................................................. 77
1. ESTABLISHMENT, ORGANISATION AND OPERATION OF THE COMPANY ........................................................ 79
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND MAIN ACCOUNTING PRINCIPLES .......................................... 80
2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS ............................................................................. 80
2.2 GOING CONCERN BASIS .......................................................................................................................................... 80
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS ......................................................................... 81
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND CRISIS OF ADMINISTRATION ........................................................................ 84
2.5. BASIC ACCOUNTING POLICIES ........................................................................................................................................ 85
3. FINANCIAL RISK MANAGEMENT ...................................................................................................................................... 92
4. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD .......................................................................................... 94
5. OTHER REVENUE ............................................................................................................................................................. 96
6. PAYROLL COST .............................................................................................................................................................. 96
7. DEPRECIATION .............................................................................................................................................................. 96
8. THIRD PARTY BENEFITS .................................................................................................................................................. 97
9. THIRD PARTY FEES ......................................................................................................................................................... 97
10. OTHER EXPENSES ........................................................................................................................................................... 97
11. TAXES- DUTIES ............................................................................................................................................................... 98
12. FINANCIAL INCOME AND FINANCIAL EXPENSES ............................................................................................................... 98
13.TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS ..................................................................................... 98
13.1 TANGIBLE ASSETS ................................................................................................................................................... 98
13.2 RIGHT OF USE ASSET .............................................................................................................................................. 98
13.3 INTANGIBLE ASSETS ............................................................................................................................................... 99
14. TRADE RECEIVABLES ...................................................................................................................................................... 99
15. OTHER RECEIVABLES ...................................................................................................................................................... 99
16. CASH AND CASH EQUIVALENTS ...................................................................................................................................... 99
17. SHARE CAPITAL ............................................................................................................................................................. 99
18. LEGAL RESERVE AND OTHER RESERVES ......................................................................................................................... 100
19. LEASING ...................................................................................................................................................................... 100
20. TRADE AND OTHER PAYABLES ...................................................................................................................................... 101
21. TRANSACTIONS WITH RELATED PARTIES ....................................................................................................................... 101
22. INCOME TAX ............................................................................................................................................................... 102
23. EARNINGS PER SHARE .................................................................................................................................................. 102
24. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS ............................................................................ 102
25. FEES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND OTHER ASSURANCE SERVICES ............................................... 103
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26. PROPOSAL OF PROFIT DISTRIBUTION ............................................................................................................................ 103
27. SUBSEQUENT EVENTS .................................................................................................................................................. 103
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STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
6
STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
(According to article 4 (par. 2) of Law 3556/2007)
The members of the Board of Directors of the Societe Anonyme under the name of ADMIE Holding and the distinctive title
of ADMIE Holding SA (henceforth the Company), based in Athens, Dyrrachiou Street, No. 89:
• Vachtsiavanos Diamantis, son of Chistos, Chairman of the Board of Directors, Executive Member
• Karampelas Ioannis, son of Dimitrios, Chief Executive Officer of the Board of Directors, Executive Member
• Iliopoulos Panagiotis, son of Konstantinos, Vice Chairman of the Board of Directors, Non-Executive Member
• Angelopoulos Konstantinos, son of Loukas, Independent Non-Executive Member of the Board of Directors
• Mikas Vasilios, son of Dimitris, Independent Non-Executive Member of the Board of Directors
• Drivas Konstantinos, son of Georgios, Independent Non-Executive Member of the Board of Directors
• Zenakou Eleni, daughter of Dimitrios, Independent Non-Executive Member of the Board of Directors
specially designated by decision of the Board of Directors of the Company in our above capacity, hereby declare that to the
best of our knowledge:
a. The annual financial statements of the Company for the period 01/01/2022-31/12/2022, which were prepared in
accordance with the International Financial Reporting Standards, accurately reflect all assets and liabilities, equity and
income statement of the Company as well as the companies included in theinvestments accounted for using the equity
method, pursuant to the provisions of Article 4 of Law 3556/2007 and
b. The annual management report of the Board of Directors truly reflects the business developments, the performance and
the position of the Company, including the key risks and uncertainties and the information required pursuant to
paragraph 2 of article 4 of Law 3556/2007.
Athens, 12 April 2023
CHAIRMAN OF THE BoD
CHIEF EXECUTIVE
OFFICER
D. VACHTSIAVANOS
I. KARAMPELAS
ID No ΑΒ251579
ID No ΑΕ491340
7
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
8
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF ADMIE HOLDING SA
of the annual financial statements for the period 01/01/2022 – 31/12/2022
to the annual General Meeting of Shareholders
Dear Shareholders,
The present Annual Management Report (hereinafter referred as "the Report"), has been prepared in accordance with
the applicable Law and the Articles of Incorporation of the company "SOCIETE ANONYME ADMIE Holding" with the
distinctive title of "ADMIE Holding SA" (hereinafter referred as Company) and contains in a concise but meaningful,
substantive and comprehensive manner all relevant information required by Law, in order to provide substantial and
detailed information about the activity during the fifth fiscal year ended at December 31, 2022.
This Report was prepared pursuant to Article 4 of Law 3556/2007, pursuant to article 150 of Law 4548/2018 and
accompanies the annual financial statements of this reporting period.
The Report outlines the major events that took place during the fiscal year of 2022 and their impact on the financial
statements, the key risks and uncertainties that the Company faces, as well as qualitative information and estimates on
the business developments. There is also a disclosure of the material transactions between the Company and its related
parties.
1. Analysis of the development & financial performance of the Company
1.1 Business model description, goals and core values
In the framework of the implementation of the full ownership unbundling of IPTO S.A by PPC pursuant to Law 4389/2016
(Government Gazette A 94 / 27.05.2016), as amended and in force, by decision of the Extraordinary General Assembly of
17/01/2017 of PPC it was decided: a) the establishment of the Company, b) the contribution to the Company of the shares
of IPTO S.A held by PPC which represents 51% of the share capital of the Company, and c) the reduction of the share
capital of PPC by return in kind to PPC shareholders of the total (100%) of the Company's shares. The aforementioned
transfer from PPC to the Company of shares of IPTO S.A, which represents 51% of the share capital, took place on
31.03.2017, while the relevant certification of the payment of the initial share capital of the Company was effected with
the no. 4 / 31/03/2017 minutes of the Board of Directors of the Company, which was registered at GEMI on 18/05/2017
(Note 17). Therefore, the Company becomes a shareholder of 51% of IPTO S.A and the participation is recognized with
the equity method as a Joint Venture as stipulated in IFRS 11 - "Joint Agreements" (Note 2.4)
The Company's purpose is:
• the promotion of IPTO S.A. project, through its participation in the appointment of its key management executives,
• the cooperation with the Strategic Investor,
• the facilitation of investors’ and shareholders’ communication of IPTO’s developments.
In the above context, the Company’s purpose includes, among others, the following:
• The exercise of the rights resulting from the above participation and the participation in the operation of legal
persons.
• The development and pursuit of any other investment activity in Greece or abroad.
• Any other action or operation that is relevant or promotes the above purpose.
The Company's shares are traded on the Athens Stock Exchange. The date of the Company’s listing on the Athens Stock
Exchange is 19/06/2017.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
9
The financial statements of the non-listed jointly controlled company IPTO S.A. are published on the company's website
www.admie.gr.
The financial statements of the Company are published at the Company's website: www.admieholding.gr.
2. Administration principles and internal management systems
2.1 Board of Directors
The Board of Directors obtains all relevant information in relation to the operation of the Company, acting in good faith
and in the interest of the Company and its Shareholders. The Board of Directors primarily formulates the strategy and
development plans and supervises and controls the Company’s assets management. The composition and duties of the
members of the Board of Directors are determined by the Law and the Company’s Articles of Association.
2.2 Internal audit
Internal audit is performed by an independent internal audit office.
In the performance of its duties, the internal audit office becomes aware of the necessary documents to carry out its
audit, accounting books, bank statements and portfolios and requests management to cooperate and provide all the
necessary means to facilitate its work, in order to receive all requested information to ensure the drafting of a report free
of material misstatements with respect to the information and conclusions disclosed therein.
3. Description of past performance, tangible and intangible assets and right of use assets
3.1 Economic review of year 2022
Net profits of the Company amounted to 29.095 thousand Euro (2021: 34.950 thousand Euro). The amount includes
participation in investments of 29.684 thousand Euro (2021: 35.391 thousand Euro) arising from the 51% participation in
the jointly controlled company IPTO S.A.
The operating expenses of the Company amounted to 695 thousand Euro (2021: 601 thousand Euro).
The income after tax per share of the Company amounted to 0,126 Euro in 2022 (2021: 0,151 Euro).
On 31/12/2022, cash and cashequivalents of the Company amounted to 4.704 thousand Euro (2021: 4.026 thousand
Euro). Equity amounted to 760.249 thousand Euro (2021: 746.882 thousand Euro).
The Board of Director’s members gross remuneration including employer’s contributions during the period 01/01/2022-
31/12/2022 amounted to 223 thousand Euro (2021: 207 thousand Euro).This amount includesthe fees of the Chariman
and Chief Executive Officer and of the Vice-President of the Board of Directors, the compensation for their
participation in BoD meetings and Audit Committee meetings.
No loans have been granted to members of the Board of Directors. or other senior managment of the Company or to
their immediate relatives.
All the transactions described above have been carried out under normal market terms.
3.2 Activities, international presence and awards
Α. The Company, during 2022, participated in an international roadshow with the aim of communicating the project
of IPTO S.A. to institutional investors and investment analysts abroad. More specifically, in April 2022, IPTO Holding
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
10
S.A. participated in the 23rd Capital Link Invest in Greece Forum, held in New York and in the "Greece-America Day",
at the New York Stock Exchange. Also, the Company had an active participation in the 16th Greek Roadshow, which
was organized in November 2022 in London and in the 5th Greek Investment Day, which was organized in Paris, in
February 2023.
B. The Company received the third business award of the best high-end investment company by the Money
magazine for the year 2022
In addition, it should be mentioned that the new Corporate Governance model of IPTO Holding S.A. is evaluated on the
basis of measurable data from international agencies, which provide expertise and know-how in ESG matters. As of
December 31, 2022, the Company recorded significant improvement, such as an increase by 4 points to a five (5) level
metric in Corporate Governance by ISS Coprorate Solutions.
Stock Details
The closing price of the Company's share on 12/30/2022 was 1,70 Euro, i.e. 29,6% lower than the closing price on
12/31/2021. The highest price of the share price for the year was 2,605 Euros (17/01/2022) and the lowest of the year at
1,58 Euros (12/10/2022). The average share price weighted by the daily volume of transactions (Volume Weighted
Average Price) was 2,03 Euros which corresponds to a capitalization of 469,8 million Euro. The Company's capitalization
on 12/31/2022 amounted to 394,4 million Euro. On average, 202.953 shares were traded daily, which corresponds to
0,087% of the total number of the Company's shares and 0,18% of the number of shares that are considered wider
dispersion (free-float). The average daily transaction value was 410.982 Euros.
During 2022, 50.129.341 shares were traded, which corresponds to 21,6% of the total number of the Company's shares
and 44,21% of the number of shares that are considered free-float.
3.3 Tangible and intangible assets
The Company’s tangible and intangible assets net book value was 10 thousand Euro, mainly consisted by furniture,
computers, and software.
3.4 Right of use asset
Right of use asset amounted to 21 thousand Euro is also included in the Company’s assets related with the finance lease
of its registered offices from the affiliated Company IPTO S.A., according to the first adoption of IFRS 16.Major risks
1,70
1
1,4
1,8
2,2
2,6
3
31-Dec-2021 31-Mar-2022 30-Jun-2022 30-Sep-2022 31-Dec-2022
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
11
The Company's operations are affected by the following risks:
4.1 Business risk
Potential restrictions on the payment or collection of dividend or possible failure to pay a dividend or the payment of a
reduced dividend by the jointly controlled entity may result in the Company not being able to cover its operating and
other expenses.
4.2 Risks associated with IPTO’s business activity
The activity of IPTO S.A. is subject to a strict and complex legislative and regulatory framework, which concerns the
management of Hellenic Electricity Transmission System (HETS) and increased supervisory obligations. Potential changes
in the relevant institutional framework may adversely affect the results, cash flows and financial position of IPTO S.A and
consequently the distributed dividend. They may also result in capital needs to the jointly controlled company, that will
be required to be covered through a share capital increase.
4.3 Liquidity Risk
Liquidity risk is associated with the need for adequate funding for the operation and growth of the Company. The
Company manages the liquidity risk through the monitoring and planning of its cash flows and acts appropriately by
securing, to the extent possible, adequate credit and cash reserves. The Company collected dividends in 2022 from IPTO
S.A. the amount of which is treated adequate for covering its operatiοnal needs and it has been invested in the Bank of
Greece, while part of this has been paid to the shareholders of the Company.
4.4 Geopolitical and Macroeconomic environment
The energy crisis following Russia's invasion of Ukraine led to a significant increase in energy prices, an increase in the
prices of goods, as well as an adjustment of monetary policy in a more restrictive direction, which are expected to lead
to a slower growth rate in 2023, close to 1,5%. However, the effective use of the resources of the long-term budget of
the EU 2021-2027 and the European recovery fundNextGenerationEU can mitigate the negative effects of the energy
crisis and the tightening of the monetary policy on the economy, leading in the medium term to growth rates
approximating to 3% in 2024 and 2025. In particular, investment volume is expected to increase at a very high rateduring
the period 2023-2025, to an average percentage of 10%, supported by sufficient liquidity in the banking sector and by
the utilization of available European funds. In the coming years, Greece will receive support of approximately € 40 billion
from the EU’s long-term budget 2021-2027 and €30 billion from the Recovery and Resilience Mechanism until 2026.
These funds are expected to attract more private investors. At the same time, increased external direct and indirect
investments is expected.
Exports of goods have shown resilience during the pandemic. During 2021 there was an increase by 13,8%, while in 2022
and 2023 it is estimated that they continued and willcontinue to increase, albeit at a much softer pace, due to the
expected decline in the economic activity and the deterioration of the outlook in the European area and the global
economy. Exports of services is estimated that they have recovered significantly in 2022 and will continue to move
upwards in the following years. At the same time, however, imports are expected to rise throughout the period 2023-
2025, as a result of the stimulation of domestic demand, especially investments.
The gradual de-escalation of unemployment and the increase in the number of employed is expected to continue during
2023-2025, as a result of the economic growth, which will be supported by the implementation of the National Recovery
and Resilience Plan.
Inflation, based on the Harmonized Index of Consumer Prices, was formed, as in the rest of the eurozone, at a particularly
high level in 2022, namely at 9,3%, mainly due to the upward trend in the prices of energy goods, but also the revaluations
in food items . A gradual de-escalation is expected for 2023 and 2024, to 5,8% and 3,6% respectively, mainly due to the
expected decline in energy prices and the negative effect of the comparison base. Core inflation, i.e. inflation that
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
12
excludes changes in food and energy prices, stood at 4,6% in 2022 and is estimated to remain similarly high in 2023, due
to the incorporation of strong inflationary pressures from components of non-energy industrial goods and services.
In this environment and context, the absolute orientation of the economic and especially the fiscal policy towards the
acquisition of investment grade for the bonds of the Greek State is a national goal, as its achievement will have beneficial
effects in all sectors of the Greek economy. The Greek economy is now very close to this goal The developments in the
energy sector and the wider macroeconomic effects are expected to further increase the risks of inflation, however, the
activities of the Company and the IPTO Group are not expected to be affected by the above changes in the geopolitical
and macroeconomic environment.4.5 Risks associated with climate change
4.5 Risks associated with climate change
Climate change is now considered one of the most important global issues affecting both the Company's activities and
the natural environment and society itself. Dealing with it is one of the most important challenges today.
For this reason, the IPTO Group has included in its strategy the new data that have arisen due to climate change in order
to adapt to the new environment. Based on current data and upcoming changes, it identifies the risks associated with
climate change, but also the related opportunities.
Safety and reliability in a difficult environment is one of the pillars of the new IPTO Strategy for the years 2021-2024.
Additionally, the contribution of the IPTO Group is also important in terms of dealing with climate change at the national
level. At the same time, the Company encourages innovation directly related to the "green" transition, such as energy
storage technologies that increase the contribution of RES to the energy mix and vehicle charging infrastructures.
The specific changes also contribute to the creation of new business opportunities as the transition to a low-carbon
economy can only be achieved with radical structural and technological changes in the energy production system.
With the consequences of climate change being visible through the occurrence of extreme weather events more and
more frequently, the need to shield the country from its catastrophic consequences seems more pressing than ever
before. For this reason, IPTO Group has planned an increased maintenance plan, so that there is resistance of the System
against severe weather phenomena.
The role of IPTO is important both in the context of adaptation actions to climate change, through the maintenance and
renewal of fixed assets and the improvement of the resilience of the Transmission System, as well as in relation to the
actions to deal with climate change, as the implementing body of the major inter- of the country's connections, which
will enable the acceleration of the energy transition to a lower carbon economy through increased penetration of
renewable energy sources.
According to the National Energy and Climate Plan, the country aims to drastically reduce greenhouse gas emissions in
order to achieve a national transition to a climate-neutral economy by the year 2050.
IPTO, as an institution implementation of the country's major interconnections, paves the way for green investments and
increasing the integration of RES in the HETS, with many and important benefits for society, the environment and the
economy. In particular, through interconnections and increasing the integration of RES, a reduction in energy production
costs, a reduction in carbon intensity (decarbonization), an improvement in the energy security of the country as well as
a reduction in the burden on the atmosphere, locally and more widely, is achieved through the reduction of gaseous
emissions due to the combustion of fossil fuels.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
13
Finally, an important priority of the Ten-Year Development Program is the interconnection of the Aegean islands with the
Continental System. With these interconnections, their electrical isolation is dealt with, the reliability of the supply
increases, the cost of the energy produced and consequently the cost of the HYCOs is reduced, the environment is
protected and the high potential of RES is exploited. In parallel with the lifting of the "electrical isolation" of the Aegean
Island area, the size of the domestic electricity market is increasing.
The role of IPTO is currently decisive for the implementation of these plans and the achievement of the goals, something
that will continue to apply in the future to an even greater extent.
5. Environmental issues
No environmental issues exist due to the nature of the Company’s activities.
6. Labor issues
Promoting equal opportunities and protecting diversity are key principles of the Company. Management does not
discriminate in terms of recruitment / selection, pay, education, job assignment or any other work activities. The factors
that are exclusively considered in the assignment of management responsibilities are the person's experience,
personality, theoretical training, qualifications, efficiency and ability.
The Company encourages and instructs all employees to respect the diversity of each employee or supplier or customer
of the Company and not to accept any conduct that may be discriminatory in any form.
6.1 Diversity and equal opportunities policy (regardless of gender, religion, disadvantage or other aspects)
As at 31/12/2022, the Company employed 2 employees of different gender and age. The Company's consistent policy is
to provide equal opportunities to employees regardless of gender, religion, disadvantage or other aspects. The
Company's relations with its staff are excellent and there are no labor issues.
6.2 Respect for workers' rights and trade union freedom
The Company respects the rights of employees and complies with the Labor Legislation.
6.3 Health and safety at work
Safety at workplace is a top priority and a necessity for the Company’s operation. The Company maintains first aid kits in
all workspaces (medicines, bandages, etc.) and employs a "safety officer", pursuant to the applicable law.
In detail, the following are performed:
1. Workplace inspections,
2. Workplace risk assessments,
3. Certificates of suitability (Medical monitoring of employees),
4. Seminars for employees,
5. Fire safety, fire protection exercises,
6. Participation in exercises for the protection of vital infrastructure areas of national scope.
7. Financial key performance indicators
Below are presented the key financial ratios:
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
14
2022
2021
Earnings Before Interest Taxes Depreciation and Amortization (EBITDA)
29.012
34.810
Current Ratio
2022
2021
Current Assets
40
65
Current Liabilities
Quid (Acid) Ratio
2022
2021
Current Assets - Inventories
40
65
Current Liabilities
Cash Flow Liquidity
2022
2021
Cash and cash equivalents
38
62
Total current liabilities
Return On Equity (ROE)
2022
2021
Net income
3,83%
4,68%
Total equity
Return On Assets (ROA)
2022
2021
Net income
3,83%
4,68%
Total assets
Return On Capital Employed (ROCE)
2022
2021
Earnings before interest and tax
3,81%
4,66%
Total assets- Current liabilities
8. Significant events regarding the affiliated parties
The significant projects of the related party |C IPTO S.A. that were completed in 2022 or are still in progress are mentioned
below:
Brief Description of the most important projects
8.1 Cyclades Interconnection
Cyclades interconnection project has been designated as a project of "major importance for the country's economy". The
project aims on the one hand to increase the reliability of power supply of the interconnected Islands and on the other
hand to reduce production costs (oil substitution with other energy sources, in relation to the evolution of the power
generation mix in the mainland).
The project design was formed with a view to minimizing environmental disturbance on the islands. In this regard, the
new substations on the islands have been located near the seashore to prevent the construction of overhead transmission
lines on the islands, while the interconnection of the islands with the Continental System is planned through submarine
cable connections. According to the above, IPTO is implementing the project in phases:
Phase A
The implementation of Phase A, budgeted at Euro 264,3 million includes the connection of Syros with Lavrio, as well as
with the Islands of Paros, Mykonos and Tinos, was completed in 2018. The project was co-financed by the European
Regional Development Fund and the NSRF 2007-2013 and 2014-2020.
Phase Β
The implementation of Phase B of the Cyclades interconnection, budgeted at Euro 47,3 million, which included the
connection of the island of Naxos with the islands of Paros and Mykonos, was completed in 2020. The project was co-
financed by the European Regional Development Fund and the NSRF 2014-2020.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
15
Phase C
Phase C of the Cyclades interconnection was completed in 2021. It includes the laying of the second cable Lavrio - Syros,
as well as the required connection works (auto inductions and gates) in Lavrio and Syros.
The project with a budget of Euro 122,3 million is co-financed by the European Union and the NSRF 2014-2020.
Phase D
In 2021, the implementation of the fourth and final phase of the interconnection of the Cyclades, amounting to Euro 524
million, began, which includes the interconnection of the islands of Thira, Milos, Folegandros and Serifos with the
continental Electricity Transmission System (HETS).
The supply and installation contracts for the Naxos-Thira cable line and the Thera Substation and SVC have been signed
and the projects are under construction. They are expected to be completed within 2023. Also, in the 1st quarter of 2023,
the supply and installation contracts for the Lavrio-Serifos, Serifos-Milos, Milos-Folegandros and Folegandros-Thira cable
lines were signed. The supply and installation contracts for the Serifos, Milos and Folegandros Substations were
announced in 2022 and are expected to be signed in 2023.
The Thira submarine line is expected to be electrified in the 1st half of 2024 and the rest of the islands are expected to
be connected to the HETS in the 2nd half of 2025. The completion of the interconnection of the Cyclades will enable the
development of RES units with a total capacity of 332MW on the islands, achieving a more stable, green and economical
energy mix for the island complex.
The project is co-financed by the Recovery and Resilience Fund "Greece 2.0" with funding from the European Union -
NextGenerationEU.
8.2 Crete Interconnection
The Interconnection System of Crete is characterized by:
• Very high variable production costs due to the use of oil in local power stations, which is reflected in a very significant
burden on consumers to cover Public Service Obligations (PSOs).
• High annual rate of increase of the island's load. It is noted that the load during the summer months is marginally
covered by the local Stations.
• The great difficulty or even the impossibility of finding spaces and ensuring licenses to strengthen the local Stations
or develop new ones.
• The growing interest in exploiting the rich local RES potential, the penetration of which into the island power mixture
is limited due to technical limitations (mainly important stability issues that can be created by the high penetration of
RES in an autonomous electrical system such as that of Crete).
• Low level of supply reliability, particularly in cases of damage to the power system.
The above characteristics make the interconnection of Crete with HETS a necessary project in terms of the feasibility of
its implementation.
▪ Interconnection of Crete with the Peloponnese
The Crete - Peloponnese Interconnection constitutes the first phase of Crete's interconnection with HETS. The Crete-
Peloponnese interconnection of alternative current is implemented with 2 circuits of alternative current 150 kV, with a
nominal capacity of 200 MVA each. After a thorough investigation into the operation and power adequacy of the electrical
system of Crete, it established that the power, which can be safely transmitted through this Alternative Current
connection, ranges from 150 MW to 180 MW, depending on the operating conditions.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
16
Within 2020 the substations in Peloponnese and Chania, the underground cable lines in Crete and Peloponnese, the first
submarine cable line and almost the overall works of the overhead lines in Peloponnese were completed and as a result,
the successful trial electrification of the interconnection took place in December 2020. The second submarine cable line,
the final arrangements of the overhead lines in Peloponnese and STATCOM were completed gradually till May 2021 and
from this point on the interconnection was ready to operate with loads. In July 2021 the interconnection was set in
operation with loads and since then it remains in normal operation.
The project has cost Euro 374,5 million (including preliminary expenses), it was co-financed by the European Union and
NSRF 2014-2020 and was funded by the European Investment Bank.
▪ Crete- Attica Interconnection (Phase ΙΙ of Crete Interconnection)
This project is the natural continuation of the project of the small interconnection of Crete – Peloponnese and it serves
the same purposes by further strengthening the island's security of power supply along with the need to increase the
ability to absorb generation of electrical power from RES. At the same time, a further significant reduction in the Public
Utilities (SGI) charges is expected for all consumers of the system in the Greek Territory.
This project is carried out by the 100% subsidiary of IPTO, "ARIADNE INTERCONNECTION SINGLE MEMBER S.P.S.A.", which
was established based on the decisions of RAE 816/2018 and 838/2018 as an implementing body, and whose sole purpose
is the construction and financing of the project. In addition, it has been assigned the selection of companies that will
enter contracts with IPTO and will be in charge of maintaining the system for 10 years, for which IPTO will be responsible.
The property, ownership, operation of the cable and the technical specifications provided to the contractors for the cable
construction are the responsibility of IPTO (as administrator and owner of HETS). The asset will belong to IPTO and is
presented in its own financial statements. So, throughout the project implementation by Ariadne, the fixed assets belong
to IPTO and are reflected respectively in the financial statements of IPTO and after its electrification, the project is
integrated in HETS, the ownership and management of which belong exclusively to IPTO.
This project consists of two sub-projects: The first relates to the "Study, Supply and Installation of cables and electrode
stations for the electrical interconnection of direct current between Crete and Attica (2 x 500 MW)" and the second to
the "Study, Supply and Installation of two Conversion Stations and a Substation for the Electrical Interconnection of direct
current, between Crete and Attica (2 x 500 MW)".
The design and construction works by the contractors are in progress. Specifically, regarding the Conversion Stations,
the production of most of their equipment has been completed, while the foundation works of the buildings have almost
been completed and their construction has begun. Regarding the progress of the cable section, the production of all
sections of the cables (submarine and underground) has been completed. Also, the laying of the two poles (Eastern and
Western, 2 x 336km) has been completed according to schedule, as well as the laying of the optical fibers as a whole. The
protection of the submarine cables is expected to be completed in the 2nd quarter of 2023. Finally, the construction of
the underground section of the route from the Koumoundourou substation to the sealing point in Attiki is underway,
where approximately 80% of the infrastructure has been completed as well as 40% of cable laying. In the case of Crete,
road construction work is ongoing and infrastructure work for the installation of the cables is expected to begin.
At the same time, with regard to grant funding, within 2023 the project is expected to be included for co-financing in an
operational program within the NSRF, thus drawing significant resources and reducing, to a high extent, the cost of the
project which is of major importance for the Greek consumers.
8.3. System extension 400 kV to the Peloponnese
The expansion of the 400 kV system to Megalopolis (with the subsequent creation of a 400 kV loop Patras - Megalopolis
- Corinth) dramatically increases the ability to transmit to and from the Peloponnese, enables the development of RES
and thermal power stations, significantly improves the margin of stability of voltages for the Southern System and ensures
the Peloponnese in any combination of power generation and load conditions. In addition, it strongly connects the power
station of Megalopolis with the high load areas (Attica and Patras area) and contributes to the achievement of isobaric
development of the Power Generation and Transmission Systems in the Southern Complex. Finally, it should be
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emphasized that the development of the 400 kV system towards the Peloponnese contributes to the reduction of the
total losses of HETS.
Megalopolis project co-financed by NSRF 2007-2013 and part of the expansion projects was funded by the European
Investment Bank.
8.4. West Corridor (Megalopolis - Patras - West Sterea)
The construction of a new high voltage center in Megalopolis is important for the Peloponnese region. The high-voltage
center of Megalopolis, which was fully operational in 2014, was needed to connect the new production unit in
Megalopolis ("Megalopolis V" unit), to increase penetration by RES in the Peloponnese and to support voltages at high
load hours.
The interconnection of the high voltage center of Megalopolis with the 400 kV circuits on the Antirio side is carried out
with a new transmission line of 400 kV double circuit, consisting of overhead, underground and submarine sections, as
well as the corresponding compensation inductions.
The works of the Western Corridor have been completed and a small section of the overhead line remains (2 pylons) due
to an involvement with amonastery located in the region. In order to avoid further delay in the completion of the project,
a variation of the route was decided which is expected to be fully completed at the beginning of the 2nd quarter of 2023.
The total budget of the projects amounts to Euro 108 million.
8.5. East Corridor (Megalopolis - Corinth - Attica)
The main hub of the Eastern Corridor is the high voltage centre of Corinth, which is planned to be connected to the 400
kV system as follows:
• Initially with the Megalopolis ultra-high voltage center with the construction of a new aerial G.M. 400 kV double
circuit Megalopolis – Corinth, the construction work of which was completed at the end of 2022.
• Lately with the new high voltage center of Koumoundourou with the construction of a new aerial G.M. 400 kV
double circuit Corinth - Koumoundourou. The sub-project in question is co-financed by the Recovery and
Resilience Fund "Greece 2.0" with the financing of the European Union-NextGenerationEU and with the Official
Gazette section D 494 04-08-2022 it was characterized as a project of general importance for the country's
economy. In the current phase, the bidding process is being completed (March 2023), with the aim of selecting
a Contractor and signing a contract by the end of August 2023. The completion of the sub-project in question is
expected within the 1st semester of 2026.
The total budget of projects amounts to Euro 105,7 million.
8.6. Skiathos Interconnection
In order to strengthen the reliability of the electrical supply of the Northern Sporades, a new substation was developed
in Skiathos and connected to the existing substation Mantoudi in Evia. The interconnection includes a new 150 kV
transmission line, consisting of overhead (new and upgraded), underground and underwater sections, as well as the
required strengthening works at the Mantoudi Substation.
The new closed type Skiathos Substation (with SF6 gas insulation) was electrified through the Mantoudi Substation in July
2022.
The total budget of the project amounts to Euro 56,3 million.
8.7. Koumoundouros Extra High Voltage Substation
Within 2021, the implementation of the new substation in Koumoundouros, closed type technology (GIS), which will
replace the existing KYT outdoor type, began. The implementation of the new KYT GIS Koumoundouros will serve the
connection of the 400kV Eastern Corridor of Peloponnese, will be the connection point of the Attica-Crete
interconnection with the continental system and will strengthen the reliability of the supply of loads in (mainly Western)
Attica is expected to be completed in three (3) phases.
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Completion of the first phase of the project is expected within 2023. The project is co-financed by the Recovery and
Resilience Fund "Greece 2.0" with funding from the European Union -NextGenerationEU. The full completion of the
project is expected within the 1st semester of 2026.
8.8. New international connection with Bulgaria
The second electrical interconnection between Greece and Bulgaria consists of a new 400 kV overhead transmission line
connecting Nea Santa EHV S/S (Greece) to Maritsa East S/S (Bulgaria). The transmission capacity of the interconnection
will be 2,000MVA and its total length will be approximately 151km, of which 30km are in Greek territory. The project has
been included by the EU in the list of Projects of Common Interest (PCIs) and has also been included in the Ten-Year
Network Development Plan of ENTSO-E. For the works in the Greek territory, with a budget of Euro 11.3 million, the
following financial tools were used: equity, net borrowing and use of congestion income (UCI). In addition, both IPTO and
ESO-EAD used the Connecting Europe Facility (CEF) for the project studies.
The completion of the new interconnection is expected to increase the Net Transmission Capacity (NTC) to 1,400 MW
from Greece to Bulgaria and to 1,700 MW from Bulgaria to Greece. The project will contribute to the safe transmission
of the prevailing power flows in the North-South direction of NE Europe, enhance the security of supply and increase the
further installation of RES units in the northern part of Greece and the southern part of Bulgaria. At the same time, it will
strengthen the European transmission system on the eastern border, an area where the 400 kV system is sparse and the
connection to the large-scale system of Turkey is relatively weak (1 interconnection with Greece and 2 with Bulgaria),
contributing in the integration of the electricity markets of Europe and Turkey. More specifically, the project contributes
to the completion of the EU's internal energy market, has a strong cross-border dimension that will improve the
interconnection of European electricity and contributes to the goals of Fit for 55.
The construction of the overhead interconnection G.M. 400kV between EHVC N. Santas and Y/S Maritsa started in June
2022 and is expected to be completed in the 1st semester of 2023.
8.9. Upgrade of 150KV circuits in the Ionian Islands Channel
The project includes the upgrade of the Lefkada - Argostoli loop, with the replacement of the old underwater cable
connection Lefkada - Kefallinia with a new underwater cable E.R. XLPE 150 kV with a nominal capacity of 200 MVA for
strengthening the connection Aktio - Lefkada - Argostoli. The completion of the tender for the replacement of the
submarine cables Lefkada - Kefalonia and Kefalonia - Zakynthos is expected within the 1st half of 2023.
In addition, in December 2022, the project of replacing the submarine cable Kyllini - Zakynthos began and is expected to
be completed at the beginning of the 2nd quarter of 2023.
The total estimated expenditure amounts to Euro 85.7 million.
8.10. NE Aeagean
The North-East Aegean interconnection project concerns the interconnection with the HETS of the North-East Aegean
Islands group which includes the following eight (8) autonomous electrical systems of the NDNs of Limnos, Agios Efstrati,
Skyros, Lesvos, Chios (Psaro), Samos (Fournon - Thymainas), Ikaria and Agathonisi.
In total, the construction of five (5) new 150kV closed substations (GIS) is planned for the needs of supplying loads on the
islands of Lemnos, Lesvos, Skyros, Chios and Samos. It is also planned to build 3 U/S links (with compensation elements)
in the area of Thrace to Limnos, in the area of Evia to Skyros (in the event that the 150 kV G.M. from the sealing point to
the Aliveri substation with an underground cable is not implemented) and near the beaching point in Lesbos of the
underwater cables from Skyros, Lemnos and Chios.
The project will be implemented in 3 Phases. Its completion is expected within 2029.
The total budget of the projects amounts to Euro 863 million and it is planned to be co-financed by the Island
Decarbonization Fund.
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On 1/2023, the contract for the reconnaissance study of the seabed between Evia and Skyros was signed.
8.11. International Connections
IPTO prioritizes international interconnection projects, with the aim of strengthening regional cooperation in the Energy
sector and deepening the European electricity market. In this context, the Administrator:
i. It is building the domestic section of the second Greece-Bulgaria interconnection (Nea Santa-Maritsa), which will
more than triple the energy transferred between the two countries.
ii. It is preparing feasibility studies for the second Greece-Italy booster interconnection of up to 1 GW, together with
the Operator of the neighboring country, Terna.
iii. It has signed a Memorandum of Cooperation for the construction of an electrical interconnection between Greece
and Egypt. ADMIE works closely with the Egyptian Operator (EETC – Egyptian Electricity Transmission Company) and
the implementing body ELICA SA and intends to participate in the project at an investment level as well.
At the same time, ADMIE Group:
• It contributes to the implementationand construction of the Cyprus-Crete electrical interconnection, with EuroAsia
Interconnector acting as the implementing institution, ensuring the operational sufficiency of the project by
contributing its expertise. During the summer, ADMIE submitted a Letter of Intent to the management of EuroAsia
Interconnector for a 25% stake in the company, which will allow the Operator to be more actively involved in the
construction of the interconnection, contributing even more expertise and more generally with regard to the
implementation of the large energy project.
• It accelerates the procedures for the study of the new Greece-Albania interconnection, by setting up a working group,
together with the Operator of the Transport System of Albania.
• The plans for the upgrade of the Greece-Turkey interconnection are maturing, which will strengthen the
interconnection of the European with the Turkish Transport System.
• It promotes the upgrade of the existing interconnection with North Macedonia.
As regards to the European electricity market, in November 2022 the coupling of the Greek Intraday Market with the
pan-European market of continuous trading (Single Intraday Coupling - SIDC) took place, on the border of Italy and
Bulgaria.
8.12. Ten-Year Network Development Plan (TYNDP) of the Hellenic Electricity Transmission System (HETS)
2022-2031
The plan of the 2022-2031 TYNDP was submitted for approval to RAE on April 15, 2021 and was placed in public
consultation by the Authority until March 4, 2022. Subsequently, RAE, with its decision 287/24.3.2022 (Government
Gazette B' 4789 /12.09.2022) approved the TYNDP 2022-2031.
2023-2032
Within December 2021, the preparation of the 2023-2032 TYNDP Preliminary Plan was completed and put into public
consultation by IPTO until February 11, 2022. Then, the final Plan was submitted to RAE for approval on April 28, 2022
and put into public consultation by the Authority from September 2 to October 3, 2022. On November 8, 2022, RAE
requested the submission of an updated VAT 2023-2032. Subsequently, IPTO submitted the requested VAT update data
on February 6, 2023.
2024-2033
By December 2022, the preparation of the 2024-2033 TYNDP Preliminary Plan was completed and it was put up for public
consultation by IPTO until March 14, 2023.
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9. Expected development of affiliated parties
The strategic priorities of IPTO SA and its subsidiaries are summarized below:
Outlook for 2023
IPTO seeks to develop into a modern Administrator, a company exploiting its infrastructure and know-how, adapted to
the needs of the country and to the challenges of the present and the future. Through state-of-the-art technologies and
good governance, IPTO is transforming itself in response to European and international requirements for the energy
transition and sustainable development. The move towards the future is twofold as it concerns both the main activity of
energy transfer, taking into account the environmental footprint of the operation and the local communities it operates
in, and its internal situation: the modernization of its internal processes, health and safety , the empowerment and
training of its staff as the main agent of the company's transformation.
The 2023 Strategy enriches and strengthens the strategy of the previous year, integrating in its entirety the dimension of
sustainability and addressing the challenges of climate change.
The strategic priorities of the Group are summarized below:
Final phase for the electric interconnection of Crete-Attica
Before the summer of 2023, the subsidiary company of the IPTO Group, Ariadni Interconnection, is expected tocomplete
the protection works of the underwater ultra-high voltage electric cables. Immediately after, Ariadne will focus on the
onshore construction sites, namely the Koumoundouros and Damastas Conversion Stations. The goal for 2023 is the
completion of the construction of the main buildings and infrastructure of the Conversion Stations and the start of the
installation of the Transformers and Conversion Valves.
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Initiation of studies for the electrical interconnection of the Dodecanese
The goal for 2023 is to start the network studies for the first phase of the project, which will start from the new R.I.C of
Corinth and end in Kos.
Contracting of the new 400 kV Corinth-Attica Transmission Line
After the completion of the first half of the Eastern Corridor, from Megalopolis to Corinth, the goal is to sign the contracts
for the second section of the Line between Corinth and Attica by August, and this is binding, because it is the milestone
of the Recovery Fund.
Completion of the new Greece-Bulgaria electrical interconnection
Another project that is very close to completion is the second Greece-Bulgaria interconnection with a 400 kV overhead
transmission line. The aim is to complete the domestic part of this Line by the second quarter of 2023, which starts from
the Nea Santas railway station and reaches the Greek-Bulgarian border. It is a very important project that will more than
triple the energy transferred between Greece and Bulgaria and will further strengthen energy security in Southeast
Europe.
Implementation of the Energy Transition Projects Program
The increasing penetration of RES in the energy mix brings new challenges to the System. IPTO's goal for 2023 is to
continue with an intensive pace the implementation of the Energy Transition Projects Program in order to ensure the
stability of the System especially in periods of low loads and high voltages, due to increased renewable electricity
generation.
With new balancing equipment, more sophisticated load sharing platforms and appropriate infrastructure specifically for
green energy management such as Energy Control Centers for RES, IPTO is preparing the System for the new era of clean
energy.
Start of operation of the Educational Center
In 2022, IPTO prepared the ground for the operation of its Educational Center. The goal is that in September 2023, the
Center will start offering high-standard, certified technical training, with the aim of maintaining and strengthening the
expertise of IPTO. The new Center will also be able to train technical personnel needed not only by IPTO but by Greece
as a whole in order for the energy transition to progress.
Upgrading asset management and monitoring systems
Another goal for 2023 related to the digital transformation of the Administrator is the even more efficient management
of the Company's assets. This will be made possible with the new Enterprise Asset Management system. This system will
allow the optimal utilization of the Company's fixed assets and the significant reduction of their management costs.
In this context, another goal for 2023 is to start the implementation of a state-of-the-art Asset Performance Management
System (APMS). With this system, which will be combined with the Online Condition Monitoring systems, the condition
of assets will be checked and evaluated as well as the timely execution of preventive maintenance no longer based on
time, but based on condition.
In addition, in 2023 the IPTO will proceed with the modernization of the online version of the Geographical Information
System (GIS) with the use of new Geospatial Analysis (GSA) software.
Finally, in 2023, the Operator aims to upgrade the security systems in all its infrastructures, in order to protect valuable
equipment and materials it maintains in its facilities throughout Greece.
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Expansion of our telecommunications network
The subsidiary company of IPTO Group, GRID TELECOM, continues to upgrade the telecommunications infrastructure and
services in Greece
The goal for 2023 is to further develop the existing DWDM telecommunication infrastructure in new areas - the
Peloponnese, Crete, Attica and Thrace - and to expand capacity services for even better commercial exploitation of the
optical fiber network.
An equally important goal for 2023 is the expansion of IPTO's telecommunications network used for communication and
control of electrical infrastructure.
In the context of the specific project, IPTO will expand the new IP/MPLS network to 150 nodes of the System and transfer
to it critical telecommunications services that until now are based on older technologies.
Developing a strong presence in the electric vehicle charging market
Another goal of IPTO for 2023 is for GRID CHARGE (electric vehicle charging infrastructure development activity) to
establish itself in the field of electric mobility and advance its plans for the development of an ultra-fast electric vehicle
charging network, with chargers up to 360 kW.
Utilization of state-of-the-art technologies for the digital shielding of the System
In 2023, IPTO's goal is to develop its digital cyber defense infrastructure by developing advanced and intelligent cyber
security solutions, and strengthening A-threat Detection mechanisms in IT & OT Systems.
The Company will prepare special business continuity and business risk plans and will launch special information and
awareness actions on Cybersecurity issues.
Implementation of the new circular waste management system
The goal is to design a Waste Recording, Evaluation and Recycling System. In 2023, the project will be contracted and the
design of the System will begin. The project has a 3-year horizon for its completion. Processes and policies for integrated
and horizontal waste management will be comprehensively designed.
Equality and Inclusion Policy Development and Action Plan
IPTO will soon issue a Policy and Action Plan for Equality and inclusion of diversity. The new Policy will describe IPTO's
commitments in matters of equality, and the action plan will integrate the main axes of the Company's Policy into
everyday working life.
4. Non – financial information
10.1 Obligation of non-financial information
The introduction of the obligation to prepare a non-financial statement, which is included in the management report and
its publication, is able to help identify risks to the viability of a company and to strengthen investor and consumer
confidence, as well as and facilitate sustainable financing by combining long-term profitability with social justice and
environmental protection. One of the objectives in this case is that by making the relevant information available to the
interested parties, they are given the opportunity to take these parameters into account when making their investment
or other decisions. However, the relevant obligation according to the Law has the large public limited companies which
are entities of public interest, within the meaning of Annex A of Law 4308/2014 and which, at the closing date of their
balance sheet, exceed the average number of five hundred (500) employees during the financial year. Consequently, and
in accordance with the above, IPTO Holdings SA does not have this obligation due to its size (2 employees), nevertheless
Sustainable Development is fully integrated in its strategy, based on the commitment to continuous improvement of
performance related to the environment, health and safety at work, the development of people and the support of local
communities.
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10.2 Elements of Sustainable Development of the affiliated company IPTO Group SA
IPTO, the HETS (Hellenic Energy transmission System) Operator, plays a key role in the sustainable development of the
country, contributing to energy transition, energy security and infrastructure resilience at a national level in a context of
changing economic and climate conditions. At the same time, IPTO creates added value for the economy and promotes
the digital transformation of both the Company and the country.
In this context, IPTO aims at continuously improving its performance in terms of Environmental, Social and Governance
(ESG) issues, and implements a series of programs and practices towards this direction.
IPTO’s role as Operator of the Hellenic Electricity Transmission System means that it has an increased leverage and
responsibility for the sustainable development at country level. As the energy mix in Greece is changing rapidly, IPTO,
facilitates and accelerates this transition, by exploring more and more new possibilities and opportunities in the new
conditions being formed both at national and European level. IPTO contributes in many ways towards this direction, but
mainly through the new interconnections implemented in recent years, which allow an increased integration of
Renewable Energy Sources.
IPTO Group's strategy for ESG and sustainable development
In order to optimally manage the sustainable development issues related to its operation and create value for the society,
IPTO has proceeded with the horizontal integration of its sustainable development strategy. The four pillars of its strategy
are detailed below, of which the fourth was put to implementation in 2022, in view of its concern and action for our
people, society and the environment.
Pillars of IPTO strategy
i. Safety, reliability, resilience in a challenging and changing environment
IPTO modernizes the Energy Transmission System ensuring adequacy, security, stability and reliability. It incorporates
modern technologies the maintenance and monitoring of the network in order to timely address any potential internal
and external risks. The digitalization of services and operational internal processes, namely IPTO’s transformation into a
Digital TSO, is instrumental in achieving the objectives for a transition towards a sustainable future, also responding to
modern cybersecurity challenges.
Our overall goal is to fortify the resilience of the System in the face of climate change. To achieve this, our projects will
need to evolve faster than the climate crisis in order to ensure a safe transition to the clean energy era. In 2021 we took
significant steps in this direction by expanding the Asset Renewal Program, launched in 2018, and increasing its budget
from €80 million to €200 million. Our goal is to have modernized the most critical High and Ultra-High Voltage equipment
across the country by 2023 and to have replaced 60% of the existing elements of the System with state-of-the-art
equipment by 2026.
ii. Network development and energy transition
IPTO is a facilitator of the transition to a low-carbon economy. Our organization moves in this direction on the basis of
two key elements: infrastructure implementation and emission reduction.
The interconnection of the islands with the mainland, the integration of more remote RES plants into the grid and the
development of interconnections with other Operators ensure energy security and enhance decarbonization and energy
transition.
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The gradual reduction of greenhouse gas emissions and energy savings in our facilities, the way we conduct works and
operate our systems, the facilitation of procedures for the faster processing of RES connection requests and the research
for and development of new technologies all contribute significantly to an operational model for minimized indirect or
direct emissions.
iii. Utilization of infrastructure and expertise for value-added Services
In addition to the critical infrastructure managed by IPTO for the benefit of all citizens, we create even greater value
through our assets, such as our large tracts of land, buildings and corporate fleet.
Furthermore, we expand our asset base with cutting-edge technologies such as fiber optics and data centers that
contribute to the country’s overall digital transformation. At the same time, we encourage innovation directly related to
green transition, such as energy storage technologies that increase the contribution of renewables to the energy mix,
and vehicle charging infrastructure.
iv. People, environment and governance
Our aim is to create an even safer and fairer working environment based on equal opportunities and respect for diversity.
At the same time, we work with local communities inclusively, creating value in the areas where we operate and enhance
the transparency of our processes by establishing appropriate frameworks and placing even greater emphasis on
stakeholder consultation.
In addition, we ensure the protection of biodiversity and the restoration of the environment in the areas where we
operate by utilizing new technologies in recording systems and equipment, increasing the use of recyclable materials and
introducing circular economy standards, seeking to create a “green value chain” in order to minimise our environmental
impact.
ADMIE Holdings, in order to inform investors and other stakeholders regarding IPTOS's performance in sustainable
development and ESG issues, submits to the rating agency ISS detailed information in regular basis, regarding the
company's policies, programs and performance in ESG issues.
Materiality analysis
In order to strengthen its strategy IPTO reviews and updates the material issues that are related to its operation and
affect the wider economy, society and the environment through its activities.
In this context and in accordance with the GRI Standards, we analysed the sustainability issues related to our operations
and through a properly designed questionnaire, we sought the opinion of our stakeholders. We then prioritised the issues
based on the degree of impact of each sustainability issue and the relevant stakeholder interest.
In particular, in order to apply the GRI principles for defining report content (Stakeholder Inclusiveness, Sustainability
Context, Materiality and Completeness), a structured procedure/methodology was followed, consisting of the following
steps:
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Throughout this process we ensured that both the principles of the GRI Standards that define the content of the Report
and the views and concerns of our stakeholders were appropriately incorporated.
The most material positive and negative impacts resulting from the Group’s operation, are presented below.
Negative impacts (actual or potential)
Title
Description
Ecosystem protection and
environmental management
Local biodiversity impacts on existing operations and new
projects.
Innovation, research & development,
and digital transformation
Inadequate investments in innovation and research may lead to
obsolete technologies and processes with a potential impact on
the effectiveness of the organization to adapt to new conditions
(climate, technological, social).
GHG emissions and energy efficiency
Energy losses from the System and relevant GHG emissions, as
well as GHG emissions due to the Company's other activities.
Stakeholders' and local communities'
engagement and cooperation
Impacts on local communities where the Company operates, such
as visual nuisance and electromagnetic radiation.
Occupational Health and Safety
Accidents during work.
Waste management
Limited implementation of waste recycling and recovery practices
by the company and/or subcontractors. Potential environmental
impacts from suboptimal waste management.
Energy System adequacy, security,
stability, reliability and response to
emergencies
Possible incident of electricity unavailability, due to extreme
weather events, material failure or other factors.
Equal opportunities and diversity
Inadequate information dissemination on issues related to the
creation and support of an equal and inclusive work environment.
Compliance and governance
Possible negative impacts for IPTO due to potential incidents of
insufficient compliance with laws and regulations.
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Data and infrastructure safety
Possible interruptions in the flow of data and work, leakage of
corporate or personal data.
Threshold
Positive impacts
Title
Description
Contribution to the U.N.
Sustainable Development
Goals (SDGs)
Energy System
adequacy, security,
stability, reliability
and response to
emergencies
Continuous improvement of the System's
adequacy, security, stability and reliability, energy
availability, through various actions, including the
asset renewal program and shielding the System
from cyber-attacks.
Enabling the clean
energy transition
Increasing the RES integration into the Hellenic
Electricity Transmission System (HETS) and
facilitating the gradual decarbonization of the
country's energy mix. Contribution to the
achievement of emission reduction targets at
national and European level within the framework
of the EU Green Deal (2030/2050).
Energy System
development
(internal and
interconnections)
Increasing the energy security of the country,
through the new interconnections and the
increased RES integration.
Stakeholders' and
local communities'
engagement and
cooperation
Contributing to the well-being of local
communities through the Electricity Transmission
System upgrade of expansion projects.
Data and
infrastructure safety
Application of Best Available Techniques (BAT) to
ensure data and infrastructure security.
Compliance and
governance
Uninterrupted operation of the Company and
value creation for the society through compliance
with the applicable framework and regulations.
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Innovation, research
& development, and
digital
transformation
Adoption of modern technologies to optimize the
monitoring and maintenance of the Transmission
System. Access to open data for transparency,
stakeholder information and research purposes.
Economic value
creation and
contribution
Economic value creation for the benefit of the
Company, local communities, users of the System
and other stakeholders.
Occupational Health
and Safety
Creation of a safe work environment that
promotes employees’ health and well-being.
Equal opportunities
and diversity
Shaping a work environment of equal
opportunities for all and supporting diversity
through policies of equality, inclusion and
combating violence and harassment at work, as
well as through educational and informational
activities.
Training &
development
Provision of personal and professional training and
development opportunities for employees.
Contribution to the
efficient functioning
of the energy
market
Transparency in the energy costs configuration.
Integration of the Greek and European energy
markets.
Ecosystem
protection and
environmental
management
Biodiversity protection programs (e.g. Protection
program for the Bonelli’s eagle by appropriately
marking the transmission lines in Southern Evia. It
is implemented in collaboration with the Hellenic
Ornithological Society and the Ministry of the
Interior).
Procurement
Practices
Support local or national suppliers where possible.
Waste management
Reduction of produced waste and promotion of
the circular economy, with an emphasis in principle
on prevention, utilization and reuse where
possible (e.g. regeneration of insulating oils).
Threshold
Further information regarding the materiality analysis process that was implemented, IPTO’s approach and management
of these issues and the related impacts (positive and negative), as well as IPTO's performance on each of these issues, is
provided in the annual Sustainable Development Report.
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Contribution to the Sustainable Development Goals
IPTO, as the HETS (Hellenic Energy transmission System) Administrator, contributes in a clear way and to a significant
extent to the progress of achieving a large part of the Sustainable Development Goals (SDGs) at national level.
In particular, IPTO contributes to a significant extend to the achievement of the national goals for greenhouse gas
emissions reduction and combating climate change, as through the interconnection and expansion projects of the energy
transmission system, it provides the possibility of further RES integration into the country's energy mix and therefore it
contributes to the country's energy independence from oil when it comes to electricity generation, especially on islands.
IPTO’s contribution to the achievement of the United Nations 2030 Agenda, as expressed in the 17 SDGs and the 169
corresponding targets, concerns those directly related to its operations.
IPTO’s contribution to the United Nations Global Goals at national level is presented in the table that follows.
IPTO Group contribution to the achievement of the United Nations Sustainable Development Goals (SDGs)
Sustainable Development Goals and targets that
are directly or indirectly related to our operations
Our contribution
1.2) We contribute to reducing the
proportion of men, women and
children living in poverty in all its
dimensions.
1.3) We implement appropriate
social protection systems and
measures to achieve substantial
coverage of the vulnerable
population.
1.5) We contribute to eliminating
exposure of the poor to economic,
social and environmental events.
✓ We maintain the income of more than 1.800
fixed or indefinite term.
✓ We develop the network ensuring electricity
supply to all citizens in an adequate and safe
way.
✓ We plan and implement new interconnections
that enable the country’s green electrification
and reduce the cost of energy, making it more
affordable for all. Additionally, PUs costs are
reduced for all, including the most vulnerable
social groups.
3.9) We contribute to reducing the
number of deaths from hazardous
chemicals and air, water and soil
pollution and contamination.
✓ The interconnections we implement increase
RES integration resulting to a reduction in the
carbon intensity that contributes to air
pollution at local and national level.
✓ We apply strict measures to keep
electromagnetic radiation within the limits set
by the World Health Organization.
5.1) We contribute to ending all
forms of discrimination against
women.
✓ We seek to creating an inclusive and non-
discriminatory environment of equal
opportunities and put in practice a “Gender
Equality and Diversity Inclusion Policy”.
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7.1) We ensure equal access to
affordable, reliable and modern
energy services.
7.2) Contribute to increasing the
share of renewable energy in the
global energy mix.
7.3) We contribute to improving
energy efficiency.
7.a) We support research on clean
energy technologies, including
renewable energy, energy
efficiency and cleaner fossil-fuel
technologies, and promote
investment in energy infrastructure
and new technologies.
7.b) We expand our infrastructure
to provide sustainable energy
services on the islands of the
country.
✓ We interconnect the Greek islands with the
Mainland System, allowing the connection of a
higher percentage of RES to the System,
addressing the energy isolation of the islands
and increasing the reliability of the supply.
✓ We increase the installed capacity from RES on
annual basis.
✓ We develop the international interconnection
network with Bulgaria, Italy, Albania, North
Macedonia, Turkey to mainland Europe and
Cyprus and Egypt to Eastern Mediterranean for
transition to decarbonisation.
✓ We are actively involved in a series of European
Research Programs to respond to the optimal
integration of future RES penetration rates.
8.1) We contribute to the country’s
economic growth per capita.
8.4) We contribute to the
improvement of efficient use of
resources by decoupling
economic growth from
environmental degradation,
promoting a framework of
sustainable production and
consumption.
8.5) We contribute to full and
productive employment and
decent work for all women
and men and for young people.
8.8) We protect labour rights and
promote safe working conditions
for all employees
without discrimination.
✓ We create significant direct and indirect
economic value as a result of our operations
and we contribute to the country’s GDP.
✓ We apply the Strategic Environmental Impact
Assessment (SEIA) to the projects of the Ten-
Year Development Program in order to identify,
describe and evaluate the potential impacts of
our activities.
✓ 100% of our employees are covered by full-time
contracts and collective labour agreements.
✓ We proceed to significant investments to
develop and train our employees.
9.5) We contribute to enhancing
scientific research and upgrading
the technological capabilities of the
industrial sectors.
✓ We have been implementing a 10 years €5
billion investment program and developing
resilient infrastructure across the country.
✓ We provide access to energy for businesses and
households across the country.
✓ We participate in the drafting of the ENTSO-E
Research & Innovation Roadmap through the
working groups (RDIP and Flexibility & Markets)
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of the ENTSO-E Research Development and
Innovation Committee (RDIC).
✓ We collaborate with innovators through our
participation in European Horizon 2020
Research Programs.
11.1) We contribute to the
strengthening of local
infrastructure.
11.4) We contribute to the efforts
to protect and safeguard cultural
and natural heritage.
✓ We extended the fibre-optic network in order
to upgrade telecommunications services in
Greece.
✓ We have developed a collaboration with
archaeological institutions wishing to safeguard
the cultural heritage in the areas where our
network extends.
✓ We spend significant funds per year on
contracts for cleaning, vegetation removal, tree
pruning/ cutting and maintenance/recharging
of portable fire extinguishers in order to
prevent or directly respond to fires that
threaten the natural heritage of the area.
12.4) We contribute to the sound
management of all waste in
accordance with agreed
international frameworks and
legislation.
12.5) We contribute towards
reducing the generation of waste
through prevention, reduction,
recycling and reuse.
✓ We manage generated waste in line with
applicable legislation and regulations.
✓ Through our regeneration system we recover
and reuse insulating oils.
13.1) We enhance the resilience
and adaptive capacity of our
activities to climate-related
hazards.
13.2) We contribute to the
integration of climate change
measures into national policies,
strategies and planning.
✓ We contribute to the reduction of electricity
from lignite on annual basis.
✓ We have replaced older technology vehicles in
our corporate fleet with new pure electric
vehicles that emit almost zero CO
2
emissions.
✓ We have been implementing a specific Asset
Renewal Program aiming to modernize the
most critical High and Ultra-High Voltage
equipment across the country by 2023 and
replace 60% of the existing elements of the
System with state-of-the-art equipment by
2026.
✓ We contribute in the shaping of the regulatory
framework for energy storage and offshore
wind farms.
14.1) We contribute to the
prevention of all kinds of marine
pollution.
✓ We ensure protection of the marine
environment and minimise the environmental
impact of our activities through the measures
we implement.
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15.1) We contribute to the
protection of natural habitats and
prevent the loss of biodiversity.
✓ We take appropriate measures to protect the
environment and biodiversity (flora and fauna)
both during the planning phase and during the
construction of our projects.
✓ In addition to carrying out relevant
environmental impact assessments in order to
identify, describe and evaluate the potential
impacts arising from the Company’s projects,
we also prepare special studies such as Special
Ecological Assessment Studies when required.
✓ We explore ways to reduce the impacts of a
project during the construction phase, in
consultation with local communities.
17.17) We aim for corporate
partnerships and effective joint
ventures between the public
and private sectors and with Civil
Society.
✓ We are in close cooperation with the
competent authorities, such as Ministries,
Regions, Forest and Archaeological Services,
always taking into account the concerns of local
communities regarding our activities.
✓ We actively participate in a number of bodies
and organisations at both national and
European level in order to promote
cooperation and sustainable development.
Energy transition and increase in RES Integration
As climate change consequences become visible through the increasing occurrence of severe weather events, the need
to shield the country from such devastating effects seems more urgent than ever.
IPTO’s role is important both in the context of climate change adaptation actions, through the maintenance and renewal
of assets and the improvement of the Transmission System’s resilience, and with regard to climate change mitigation
actions, being the implementing agency of the country’s major interconnections, which will allow the acceleration of the
energy transition to a low-carbon economy through the increased penetration of renewable energy sources.
According to the National Energy and Climate Plan, the country aims to drastically reduce greenhouse gas emissions in
order to achieve a national transition to a climate-neutral economy by 2050.
Increasing RES integration
An important factor in reducing carbon emissions at the national level is increasing the integration of renewables into
the energy mix. Being the implementing agency of the country’s major interconnections, IPTO is paving the way for green
investments and increasing the integration of RES in the HETS, with many significant benefits for society, the environment
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and the economy. In particular, through interconnections and the increased integration of RES, energy production costs
are reduced, carbon intensity is reduced (decarbonization), the country’s energy security is improved, and the burden on
the atmosphere is reduced, locally and more broadly through the reduction of air pollution due to the burning of fossil
fuels.
In order to combat climate change, increase the country’s energy security and reduce energy production costs, the
restructuring of the country’s energy mix by 2030 and increasing the share of renewable energy sources to at least 35%
of total gross final energy consumption is foreseen. To achieve this objective, the National Energy and Climate Plan
foresees a radical transformation of the electricity sector, with RES replacing fossil fuels, accounting for more than 60%
of gross final electricity consumption.
Tackling the impacts of climate change
Climate change is now considered one of the most important global issues with a significant adverse impact on both the
Company’s activities and the natural environment and society. Addressing it is one of the most important challenges
today.
For this reason, IPTO has integrated in its strategy the new data that have emerged due to climate change in order to
adapt itself to the new environment. Based on current data and upcoming changes, it identifies the risks associated with
climate change and the related opportunities.
One of the pillars of IPTO’s new Strategy for 2021-2024, comprises Safety and Reliability in a challenging environment.
To this end, IPTO formed a committee of experienced executives for formulating a Renewal Program of System assets.
The Program will be completed until 2026 and its initial budget has been increased from 80 to 200 million euro.
The dynamic climatic parameters and extreme weather events, which are now increasingly frequent in our country, are
considered for the formulation of the Renewal Program.
IPTO’s contribution is also important in terms of tackling climate change at the national level. Specifically, the construction
of new interconnections that integrate more RES in the System, results in a cleaner energy mix, thus contributing to the
transition to a lower carbon economy and gradual decarbonization. At the same time, IPTO supports innovative
technologies that enhance “green transition” such as energy storage for increasing RES contribution in the energy mix
and vehicle charging infrastructure.
These changes also contribute to the creation of new business opportunities as the transition to a low-carbon economy
can only be achieved through significant structural and technological changes in the energy production system.
Further information regarding IPTO’s role in the energy transition and its asset renewal programme are provided at
Chapter “Network and infrastructure development”.
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Environmental footprint reduction
We seek to further improve our environmental performance by reducing our
energy and carbon footprint both in our operations and in the projects we
implement.
To this end, in addition to increasing interconnections and integrating RES into
the country’s energy mix, we apply practices to reduce the environmental
impact of our activities to the minimum possible.
To this end, IPTO has prepared a Strategic Environmental Impact Study as part
of the HETS Ten-Year Development Plan for the period 2017-2026. The
objective of the Strategic Environmental Impact Study is to identify, describe
and evaluate the significant potential impacts on the natural environment
brought about by the implementation of proposals in the Development Plan
may have, as well as to propose mitigation measures to minimize these
impacts.
At the same time, with a view to a balanced and sustainable development, prior to adopting any plans and programs, a
Strategic Environmental Assessment (SEA) is prepared in order to incorporate the environmental aspect by introducing
the necessary measures, conditions and procedures. Consequently, an assessment and evaluation of the potential
impacts on the environment is carried out promoting this way sustainable development and a high level of environmental
protection.
Furthermore, in order to promote sustainable mobility, IPTO has replaced old technology vehicles of its fleet with new
lower- consumption and emission vehicles while it has also been investing in electric vehicles with near-zero CO
2
emissions while also a number of charging stations have been installed at the Company’s premises.
Waste management and circular economy
Waste generated and sold is registered in the Electronic Waste Register on an annual basis. The process used until
recently is expected to be modernised. In this direction, IPTO has already proceeded with the mapping and assessment
of the current situation intending to use the results in designing a modern waste management policy.
In general, the waste generated throughout the entire range of IPTO’s activities in the country comes from its buildings,
Substations – HVCs, transmission lines, Energy Control Centres and warehouses. They also arise from the construction of
new projects, replacements, maintenance or repairs, as well as from the withdrawal of old equipment (e.g., electrical,
electronic and mechanical equipment), or from stocks that have become technologically obsolete and items of daily use.
Depending on the type of waste, the appropriate management method is followed. Waste is either sold or recycled in
cooperation with appropriately licensed organisations. However, when projects are carried out by contractors, they are
also responsible for waste-disposal.
The types of waste managed by IPTO are divided into non-hazardous and hazardous. Non-hazardous waste includes:
• Scrap metals (scrap steel, copper, aluminium)
• Mixed materials (switches, lightning arresters, cables, conductors, power transformers not containing PCBs,
voltage transformers, current transformers, disconnectors, wave traps, connectors, inductors, capacitors not
containing PCBs, etc.)
ENERGY SAVINGS
FROM
INTERVENTIONS IN
ADMINISTRATION
BUILDINGS
ELECTRIC VEHICLE CHARGING
STATIONS
REPLACEMENT OF VEHICLES WITH
NEW LOW
EMISSIONS AND
FUEL CONSUMPTION
VEHICLES
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• Rubber parts
• Packaging materials (tanks, drums, barrels, SF
6
bottles)
Accordingly, hazardous waste generated during the operation of the Company include:
• Insulating oils
• Batteries (Ni, Cd, Pb), electrolytes
• Materials that may contain PCBs, PCTs
• Fire extinguishers
In addition, significant amounts of paper and toner are now being saved due to the digitalization of IPTO’s internal
communications aiming to reduce paper consumption to what is absolutely necessary. Some of the Company’s
Departments already issue exclusively digital briefing notes, a practice which will be extended to other Departments in
the coming period.
Transmission system losses
Electricity transmission from production points to consumption points, as well as voltage increases and decreases where
necessary, naturally result to heat and electromagnetic energy losses that affect the net load. Therefore, it is necessary
to generate more electricity than is ultimately used by consumers.
Although IPTO’s constant aim remains to minimise losses as much as possible, in reality, the measures that can be taken
in this direction are limited. However, the development of the 400kV System in the Peloponnese contributes to limiting
the overall System losses.
Biodiversity protection
As IPTO’s projects do not involve productive activities, they have limited environmental impact and are generally
considered “clean”.
However, particular attention is paid to both the protection of the environment and the appropriate management of any
impact that may arise during our operations. Works during the construction of our projects are carried out in accordance
with environmental laws and the requirements of licensing regulations.
In addition, where required, special studies are conducted (specific ecological assessments, bird surveys) also in
collaboration with the competent authorities (Ministries, Regions, Forest Authorities, Archaeological Authorities, etc.),
all protection protocols on biodiversity and protected areas are followed.
At the same time, IPTO continuously watches the developments in the European legal and institutional framework for
the protection of biodiversity so that the relevant environmental studies prepared for the Company’s projects are fully
harmonized with both the EU and Greek legislation.
Environmental compliance
IPTO’s major concern is that projects are designed, sited, constructed and then put to operation in full compliance and
harmonised with the existing environmental legislation, carrying out all the required studies and meeting the
environmental criteria approved on a case-by-case basis.
In this context, IPTO follows rules and practices in line with the precautionary environmental principle (for prevention
and safeguarding) during the preliminary design and planning of new projects, always aiming at the protection of the
environment and biodiversity. The design of new energy infrastructures and the upgrading/modernisation or
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modification of existing ones are part of the basic tasks of the System Operator, whose key pillar is the protection of the
environment. When making final decisions about the routing of lines and the siting of new infrastructure (substations,
terminals, high-voltage centres, etc.), we always take into account how to minimise environmental impact by strictly
following all steps below:
• mapping of environmentally sensitive areas and conducting a preliminary impact estimation caused by any given
siting of our projects,
• complete impact assessment as part of our environmental studies,
• thorough assessment of the public consultation process outcomes on environmental impact studies,
• full compliance with the environmental licensing decisions concerning our projects.
Care for human resources
IPTO recognizes the value of its workforce as one of the most important factors contributing to the implementation of its
mission and its successful performance to date.
In this context, IPTO's main concern regarding its human resources is the formation of a safe working environment, with
respect for diversity and human rights.
The Group encourages and recommends to all employees to respect the diversity of every single
employee, supplier or customer and not to accept any form of discriminatory behaviour. The
Group’s policy is based on the OECD and International Labour Organisation (ILO) Guiding
Principles.
At the same time, training and development opportunities are provided through the training programs that are organized
on an annual basis for IPTO’s employees, in various subjects.
Training is organised and carried out on an annual basis. Employees take part in seminars and educational events, in
postgraduate, doctoral and post-graduate study programs and also in language-learning programs. Emphasis is placed on
new practices such as experiential and distance learning, thus enhancing the quality and quantity of the training and
development programmes.
Equal opportunities and non-discrimination
The Company respects and supports human rights, avoiding any form of discrimination. For this reason, it seeks to treat
all employees equally, implementing an annual performance evaluation for all employees.
In this context, a working group consisting of twelve members representing different Departments was formed in order
by decision of the CEO, to elaborate, formulate and draft the Company’s Gender Equality and Diversity Inclusion Policy.
The actions of the working group included:
• Compilation of material on the definitions and legislative framework (national and European) on gender and
diversity issues and setting of a general timetable.
• Preparation and completion of an internal survey to assess the situation at IPTO, whose analysis of results helped
in formulating the Company’s Policy.
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• Formulation/drafting of the Gender Equality and Diversity Inclusion Policy.
• Establishment of an internal mechanism to receive, examine and deal with arising issues.
Once the Policy has been formulated and approved, the working group will be tasked with the following:
• A periodic reassessment of the situation in order to monitor the current state of things (improvement/change),
allowing for adjustments in objectives and/or the procedures for their improvement.
• Promotion of a company culture based on equality and acceptance of diversity and the management of
discrimination, inequality, harassment, etc. issues through awareness-raising and educational activities.
Employee evaluation
Monitoring the progress of human resources contributes to the Company’s long-term smooth operation and efficiency.
IPTO has developed effective employee management and evaluation mechanisms, ensuring, thus, the increase of the
Company’s efficiency for the benefit of all.
In particular, IPTO implements a fully modernized electronic evaluation system, the Performance Management System
which replaced the paper-based evaluation used until 2020.
Value creation and distribution
IPTO’s main objective is to operate responsibly, increasing its positive impact by generating value in the regions where it
operates and in the wider economy of the country. The IPTO Group’s socio-economic contribution is significant and
exceeds its core scope which is the operation, development and maintenance of the HETS. This contribution includes the
creation and support of jobs, the creation of added value and tax revenues for the state. In addition, significant value is
also generated through expenditure to the Company’s suppliers, as well as donations and sponsorships to various social
institutions. These amounts also affect the country’s GDP in a positive, and often multiplicative, way.
In detail, when it comes to supporting local communities, IPTO carries out actions and programs relating to society, the
environment and culture in order to create value in the areas where it operates.
Contributing to local communities’ sustainable development
IPTO’s main concern is to take all necessary measures so that both the maintenance work and the activities related to
the Electricity Transmission System’s development are performed with the utmost respect for the natural environment
and the local communities in the areas where it operates.
Meanwhile, several particularly important benefits are achieved through the interconnection of the non-interconnected
islands with the Hellenic Electricity Transmission System, such as:
• Ensuring the islands’ energy supply through the cessation of their energy isolation, definitively solving their
energy problem.
• Relieving the consumer from the excessive price induced by oil-based electricity production on the islands, which
has a total cost ranging between €500 and €800 million euros per year, depending on international oil prices,
that burdens households and businesses.
• The environmental upgrade of the islands, as the oil stations (which operate on the border or within the
residential areas, even in the tourist areas), cease to operate, thus reducing their environmental footprint.
• The energy autonomy of the islands themselves in an economical way and with simultaneous mild utilization of
renewable energy resources.
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• Electricity of increased quality is provided, which significantly boosts the islands’ economy and the quality of life
for residents and visitors.
Further information and IPTO Sustainable Development Report
More detailed information regarding IPTO’s performance in matters of sustainable
development is available in the IPTO’s Sustainable Development Report available on the website
https://admieholding.gr/el/viosimi-anaptiksi/.
IPTO's Sustainable Development Report is prepared in accordance with GRI and SASB Standards and verified by an
external verification body.
11. Expected development of the Company
Prospects for 2023
Given the nature of the activities but also the sound financial situation of the Company for 2023, Management focuses
on maintaining the profitable course. This will be assisted by its willingness to strengthen revenue-generating activities.
The Company supports the vision of the IPTO Group to develop into a modern Manager, adapted to the needs of the
country and the challenges of the present and the future. With the Group's main priority being the transformation of
IPTO using state-of-the-art technologies and optimal corporate governance, the Manager meets European and
international requirements for the energy transition and sustainable development. At the same time, the 2023 Strategy
incorporates the dimension of sustainability and addresses the challenges of climate change.
12.Activity of the Company in the field of research and development
The Company did not incur research and development costs during the fiscal year of 2022.
13. Information referring to the acquisition of treasury shares as provided in paragraph 2 of article 50 of Law
4548/2019
In 2022, the Company purchased its own shares through the member of the Athens Stock Exchange "ALPHA FINANCE
Investment Services Single Member S.A, in execution of the decision of the 16/07/2020 Ordinary General Meeting of the
Company's Shareholders (Topic 7th). The Company purchased 100.659 own shares for a total acquisition cost of
214.872,62 Euro. In total, The Company owns 216.000 shares (0,09% of the total of 232.000.000 common registered
shares).
14 .Branches of the Company
The Company does not have any branches.
15. Financial instruments
The Company participates with a percentage of 51% in IPTO SA. holding 232 million shares. Relevant reference for the
risks of this participation is made above in par. 4.2.
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16. Significant transactions with related parties
The Company has entered into an agreement with IPTO SA. to cover operational costs and expenses, an agreement for
the provision of IT services, as well as an office lease agreement. Members of administrative, management and
supervisory boards are also considered related parties. The Company, as part of its operating activities, conducted
transactions with the affiliated company IPTO S.A., as well as with the members of the Board of Directors. (Note 21), the
balances (receivables, liabilities and income, expenses) of which on December 31, 2022 are as follows:
(Amounts in
Euro)
31/12/2022
31/12/2021
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
12.400
35.959
6.200
40.170
BoD members’
fees
-
-
-
-
TOTAL
12.400
35.959
6.200
40.170
(Amounts in
Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
5.000
34.573
5.000
31.723
BoD members’
fees
-
184.550
-
157.762
TOTAL
5.000
219.123
5.000
189.485
Apart from the transactions arising from the contracts, there are no substantial transactions that have not taken place
under normal market conditions.
17. Important facts of the year 2022
Dividend policy
The Board of Directors, by resolution 77/15.06.2022, decided to distribute an interim dividend for the year 2022,
amounting to 15,8 million, with a cut-off date of Monday, August 29, 2022 and a payment date of Monday, September
5, 2022, with the ultimate goal of paying the shareholders of the Company of the maximum possible income from the
dividends of IPTO S.A.
The total amount of interim dividend per share for the year 2022 was also the final dividend of the year since it was the
maximum amount of dividend that could be given to shareholders in accordance with the provisions of Law 4548/2018.
The dividend yield was 4,00% based on the closing price of the Company's share on 30/12/2022 and 3,36% based on the
Volume Weighted Average Price.
Dvidend received by IPTO S.A. (Amounts in Euro)
17.296.250
plus: Finance and other income of the fiscal year 2022
137.953
minus: expenses of the fiscal year 2022
(696.895)
Distributed earnings
16.737.308
minus: Legal Reserve (5%)
(837.065)
Distributed earnings to shareholders
15.900.443
minus: Interim dividend paid
15.800.007
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
39
18. Other information about the company
a) Structure of the share capital of the Company
The share capital of the Company amount to 491.840 thousand Euro divided into 232.000.000 common registered shares
with a nominal value of 2,12 Euro each and is fully paid. All the shares of the Company are common, registered, with
voting rights, listed on the Athens Stock Exchange and have all the rights and obligations deriving from the Company's
Articles of Association and are determined by Law.
During 2022, the Company purchased 100.659 own shares for a total acquisition cost of 214.872,62 Euro. In total, he
owns 216.000 treasury shares (0,09% of the total of 232.000.000 common registered shares).
b) Restrictions on the transfer of shares of the Company
The transfer of the Company's shares is carried out as stipulated by the Law and there are no restrictions on their
transfer from its articles of association.
c) Significant direct or indirect holdings
On the date of approval of the financial statements for the year ended 31 December 2022, the significant direct or
indirect holdings within the meaning of articles 9 to 11 of Law 3556/2007 are:
• Public Holding Company IPTO S.A. with 51,12% (118.605.114 shares)
• Other shareholders with a percentage of 48,79% (113.178.886 shares).
• Own shares with a rate of 0.09% (216.000 shares)
d) Shares conferring special rights
There are no Company shares that provide special control rights to their holders.
e) Restrictions on voting rights
The Company's Articles of Incorporation do not include any restrictions on voting rights.
f) Agreements between Company’s shareholders
There are no shareholders' agreements based on which restrictions apply on the transfer of the Company's shares or
the exercise of the voting rights deriving from its shares.
g) Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment
of the Articles of Association, which differ from the provisions of Law 4548/2018
The rules provided by the Company's Articles of Association for the appointment and replacement of the members of
the Board of Directors and the amendment of its provisions do not differ from the provisions of the Law 4548/2018.
h) Power of the Board of Directors or of certain members to issue new shares or purchase treasury shares according
to article 49 of Law 4548/2018.
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ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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40
The Company proceeded within 2022 to purchase its own shares, in execution of the decision of the Ordinary General
Meeting of the Company's Shareholders from 16/7/2020 (Topic 7th) and the decision of the Ordinary General Meeting
of 6/7/2022 of the Company's Shareholders (Topic 8th), according to which the Company is entitled within the 24-month
period provided by law, i.e. from 16/7/2020 to 15/07/2022 and respectively the 24-month period from 6/7/2022 to
5/7/2024 to immediately or indirectly purchase own shares up to one hundredth (1/100) of its paid-up share capital, to
the extent that such purchases are considered more advantageous than other offered investment opportunities and as
long as its available funds will allow it.
The Board of Directors suggested that the maximum purchase price of the Company's treasury shares be 10 Euro per
share and the minimum purchase price be 1 Euro per share.
i) Significant agreements entered by the Company which enter into force, are amended, or expire in the event of a
change in the control of the Company following a public offering
There are no agreements that have entered into force, are amended, or expire in the event of a change in the Company's
control following a public offering.
j) Significant agreements entered by the Company with members of the Board of Directors or its employees
There are no special agreements of the Company with members of its Board of Directors or its employees, which provide
payment of compensation especially in case of resignation or dismissal without a valid reason or termination of their
term or employment due to a public offering.
Athens, 12 April 2023
Chairman of the BoD
Chief Executive Officer
Diamantis Vachtsiavanos
Ioannis Karabelas
41
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Declaration is drafted pursuant to Article 152 of the Act No 4548/2018 and constitutes part
of the Annual Report of the Board of Directors of the Company.
Ι.CORPORATE GOVERNANCE CODE
"ADMIE HOLDING SA" (here and after, the «Company») with the minutes number 69 / 8-7-2021 of the BoD decided and
approved the implementation of the Greek Code of Corporate Governance, which is adapted to Greek legislation and
business reality, and has based on the principle of "compliance or explanation". It does not impose obligations but
explains how to adopt good practices and facilitates the formulation of corporate governance policies and practices that
will meet the specific conditions of each Company. The Hellenic Code of Corporate Governance (June 2021) replaced the
Greek Code of Corporate Governance for Listed Companies that was issued in 2013 by HCGC and is posted on the
Company's website www.admieholding.gr in the section "Corporate Governance and Government" Code. In this context
it has enacted the «Corporate Governance Code» which has been approved pursuant to No 14/09.06.2017 resolution of
the Board of Directors and is posted on the website of the Company www.admieholding.gr at section «Company /
Institutional Framework».
ΙΙ.Main characteristics of the Systems of Internal Audit and Risk Management in relation to the Procedure of Drafting
the Financial Status and Reports.
Internal control system of the Company covers the policies, the procedures and practices which the Company implements
for the assurance of the effectiveness and the profitability of the corporate operations, the protection and the monitoring
of its assets, the business risk management, the reliability of the financial information and the compliance with the
applicable law and regulations. The System of Internal Audit is determined under the responsibility of the Board of
Directors and it is supervised by the Audit Committee.
In the above context, the Board of Directors has enacted procedures and policies for the right audit and the recording of
the revenue and expenditure, as well as the monitoring of the situation and the value of the assets and the responsibilities
of the Company and its participants according to IAS., the Company and Tax Law, in order that the right reflection of the
financial situation and its performance is assured through the financial records, reports of the BoD and of the situation
of investments. The service of the internal audit of the company has as its main object of activity the examination of the
competence of the internal audit system to determine whether this provides a satisfactory assurance that the objective
aims, and aspirations of the Company will be effectively and economically fulfilled. For the fulfillment of this objective, it
provides management with analysis, evaluations, suggestions, advice, and information on audited activities.
Taking into account, article 14 par. 3 para. i and par. 4 of Law 4706/2020, the provisions on Corporate Governance (CG),
the relevant decisions of the Capital Market Commission and the Company's Operating Regulations, was carried out the
Assessment of the Adequacy of the Company's Internal Control System based on the best international practices with
the aim of ensuring the implementation of the provisions regarding the ICS (Internal controls systems). In terms of best
international practices, the International Federation of Accountants: International Standards on Auditing, the Institute of
Internal Auditors: The International Professional Practices Framework and the Side COSO Committee's Internal Control
Integrated Framework (COSO: Internal Control Integrated Framework). The a-evaluation of the Internal Control System
which was forwarded to the Capital Market Commission on 31/03/2023 was carried out by an Independent and Objective
Evaluator, with proven professional experience and training, in accordance with the decision numbered 1/891/30.9.2020
Board of Directors of the Capital Market Committee, as amended by the decision numbered 2/917/17.6.2021 of the same
body.
According to the summary presentation of the most important findings from the work carried out, there was no finding
that could be judged as having significant weaknesses in terms of the adequacy and effectiveness of the Company's CCB
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and especially of financial information, risk management, regulatory compliance and the application of the corporate
governance provisions of Law 4706/2020.
ΙΙΙ.Method of Operation & Powers of the General Meeting of Shareholders
C.1. General Meeting Operation
1.The General Meeting is the highest body of the Company entitled to decide on any corporate case. Its decisions also
bind absent or disputing shareholders. At least once each corporate year, within the time limit set by the applicable
provisions, shall meet in order to decide on the approval of the annual financial statements and on the election of
auditors, as well as in any other case in which the Board of Directors deems it appropriate or necessary.
2.The invitation of the General Meeting includes at least the information specified in Act No 4548/2018 and is published
at least twenty (20) full days before its realization through its registration in the Company's Share in General Electronic
Commercial Registry as well as on the Company's website.
3.The General Meeting is temporarily chaired by the Chairman of the Board of Directors, or when he is hindered, by his
Deputy, who may have been appointed by the Board of Directors by a special resolution for this purpose. The duties of
secretary shall temporarily be performed by a person appointed by the Chairman. After the list of shareholders, who
have the right to vote, is approved, the General Meeting proceeds with the election of its final Chairman and a secretary,
who also performs the duties of a voter.
4.The Chairman of the Board of Directors of the Company, the CEO, the Auditors of the Company and the Chairmans of
the Committee of the Board of Directors are entitled to attend the General Meeting, in order to provide information and
briefing on issues to be discussed and on which the shareholders want to raise questions or ask for clarifications. In
addition, the General Meeting must be attended by the Company's Internal Audit Officer.
5.During the Annual Ordinary General Meeting of the Company's shareholders, the Company's Shareholders' Service
Department ensures that the annual financial report of article 4 of Law 3556/2007 is distributed to the present
shareholders and sends by post or electronically to all interested parties, all the published corporate publications (annual
financial report, semi-annual and annual financial statements, management reports of the Board of Directors and the
certified auditors-accountants).
6.No later than five (5) days from the date of the General Meeting, the results of the voting shall be made available on
the Company's website, specifying for each decision at least the number of shares for which valid votes were cast, the
proportion of share capital represented by these voters, the total number of valid votes, as well as the number of votes
for and against each motion and the number of abstentions. Furthermore, a summary of the minutes of the General
Meeting of Shareholders becomes available on the Company's website within fifteen (15) days from the General Meeting
of Shareholders.
Participation in the General Meeting – Representation
1. Whoever appears as a shareholder of the Company in the records of the institution, in which the company's securities
are kept on the record date as this date is defined in the relevant provisions of Law 4548/2018, has the right to participate
and vote in the General Meeting. The exercise of these rights does not presuppose the binding of the beneficiary's shares
nor the observance of any other similar procedure, which limits the possibility of selling and transferring them during the
period between the record date, as this date is set in Law 4548/2018, and in the General Meeting.
2. Each shareholder may appoint up to three (3) representatives. Legal entities participate in the General Meeting by
appointing up to three (3) natural persons as their representatives. The shareholder representative is obliged to notify
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the Company before the start of the meeting of the General Meeting regarding any event which may be useful to the
shareholders to assess the risk that the agent serves other interests than the interests of the shareholder. Conflict of
interest in accordance with the above may arise especially when the representative: a) is a shareholder exercising control
of the Company or another legal entity or entity controlled by that shareholder, or b) is a member of the Board of
Directors or the of the Management of the Company in general or of another legal entity or entity controlled by a
shareholder who exercises control over the Company or c) is an employee or certified auditor of the Company or of a
shareholder exercising control of the Company or of another legal entity or entity under the control of a shareholder who
has control of the company, or d) is spouse or relative of first degree of one of the individuals mentioned in the above
cases as "a" to "c".
3.The appointment and revocation or replacement of the representative or agent of the shareholder is made in writing
or by electronic means and is submitted to the Company with the same types, at least forty eight (48) hours before the
scheduled date of the General Meeting. The notification of the appointment and revocation or replacement of the
representative or agent may be made by e-mail to the e-mail address referred to in the Invitation to the General Meeting
under the terms of Law 4548/2018. Shareholders who have not complied with the above deadline shall participate in the
General Meeting unless the General Meeting denies such participation for an important reason justifying its refusal.
Dividend Right
The payment of dividends starts from the day set by the Ordinary General Meeting or with its authorization by the Board
of Directors after the approval of the annual financial statements and within a period of two (2) months. The day and
method of payment of the dividend is published on the websites of the Athens Stock Exchange and the Company, as well
as in the press.
Those who do not request the timely payment of their dividends cannot claim interest. Those dividends that were not
requested within five years from when they became due, are barred, and after the relevant limitation, the amounts are
permanently forfeited in the Greek State according to article 1 of n.d. 1195/1942.
Briefing of the Shareholders
Investor Relations and Announcements Unit is responsible for monitoring and managing the Company's relations with its
shareholders and the investors, ensuring that investors and financial analysts are informed accurately, immediately and
equally in Greece and abroad.
The Company, as having shares listed on the stock exchange, is obliged to publish announcements in compliance with
Regulation (EU) No 596/2014 of the European Parliament and of the Council on Market Abuse ("MAR"), Greek laws
4443/2016 and 3556/2007 and the decisions of the Hellenic Capital Market Commission. The publication of the above
information is done in a way that ensures rapid and equal access to them by the investors.
All relevant publications / announcements are available on the websites of the Athens Stock Exchange and the Company
and are notified to the Hellenic Capital Market Commission.
IV.Composition and mode of operation of the administrative, management and supervisory bodies and their
committees.
1. Board of Directors
The Company is governed by a Board of Directors (BoD) consisting of five (5) to seven (7) members, in such a way as to
ensure the diversity of gender, knowledge, qualifications and experience that serve the goals of the Company, as well as
the balance between executive and non-executive members. The members of the Board of Directors are elected by the
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General Meeting of the Company's shareholders for a term of three (3) years. The General Assembly directly elects the
independent members of the Board of Directors.
The members of the Board of Directors of the Company, their status and their CVs are posted on the website of the
Company http://www.admieholding.gr (Corporate Governance / Board of Directors).
A necessary condition for the election or retention of membership in the Board of Directors is the non-issuance of a final
court decision acknowledging its liability for loss-making transactions of the Company, or unlisted company of law
4548/2018, with related parties. Corresponding conditions are introduced for the assignment of management and
representation powers of the Company to third parties or for the maintenance of the relevant assignment in force. Each
candidate member of the Board of Directors or a third party authorized to assume the management and representation
powers of the Company, must submit to the Company a responsible statement that there is no impediment, and each
member of the Board of Directors shall immediately notify the Company of the relevant issue final court decision.
The Board of Directors is responsible for the management, the representation of the Company as well as the management
of its assets. The members of the Board of Directors and every third person, to whom powers have been assigned by it,
according to article 87 of law 4548/2018, must in the exercise of their duties and responsibilities to observe the law, the
statute and the decisions of the General Assembly. They have to manage the corporate affairs in order to promote the
corporate interest, to supervise the execution of the decisions of the Board of Directors and the General Assembly and
to inform the other members of the Board of Directors about the corporate affairs. The Board of Directors defines and
supervises the implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020, monitors
and evaluates periodically every three (3) financial years its implementation and effectiveness, taking the appropriate
actions to address deficiencies. Ensures the adequate and efficient operation of the Company's Internal Control System.
The Board of Directors is responsible for defining the values and strategic orientation of the company, as well as the
continuous monitoring of their observance. Regularly reviews the opportunities and risks in relation to the defined
strategy, as well as the relevant measures taken to address them. The Board of Directors ensures that the company's
values and strategic planning are in line with the corporate culture. The values and purpose of the company are translated
and applied in practice and influence the practices, policies and behaviors within the company at all levels. The Board of
Directors and the top management set the model of the characteristics and behaviors that shape the corporate culture
and are an example of its implementation. At the same time, they use tools and techniques that aim to integrate the
desired culture into the company's systems and processes. The Board of Directors understands the risks of the company
and their nature and determines the extent of the company's exposure to the risks it intends to undertake in the context
of its long-term strategic goals. The Board of Directors establishes a policy for the identification, avoidance and treatment
of conflicts of interest between the interests of the company and those of its members or persons to whom the Board of
Directors has assigned some of its responsibilities, according to article 87 of law 4548/2018. This policy is based on clear
procedures, which define the manner of timely and complete disclosure to the Board of Directors of any interests in
transactions between related parties or any other potential conflict of interest with the company or its affiliates.
Measures and procedures are evaluated and reviewed to ensure their effectiveness.
The Board of Directors provides the appropriate approval, monitors the implementation of the strategic directions and
objectives and ensures the existence of the necessary financial and human resources, as well as the existence of an
internal control system. Defines and / or delimits the responsibilities of the Chairman, Chief Executive Officer and / or
the Deputy Chief Executive Officer, who (deputy) exercises them, if any. The Company encourages the non-executive
members of the Board of Directors to take care of their information, regarding the above issues. The non-executive
members of the Board of Directors meet at least annually, or even extraordinarily when deemed appropriate without the
presence of executive members to discuss the performance of the latter. In these meetings the non-executive members
do not act as a - de facto- body or committee of the Board of Directors. The Chairman, the Chief Executive Officer and
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ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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45
the senior management ensure that any information necessary for the performance of the duties of the members of the
Board of Directors is available to them at any time.
At the beginning of each calendar year, the Board of Directors adopts a meeting calendar and an annual action plan,
which is revised according to the developments and needs of the company, in order to ensure the correct, complete and
timely fulfillment of its duties, as well as examining all the issues on which it takes decisions.
Immediately after its election, the Board of Directors meets and convenes in a body, electing the Chairman and his Vice-
Chairman, and the BoD may elect one or more Directors or Managing Directors from among its members, determining,
at the same time, their responsibilities.
The members of the Board of Directors may be granted remuneration or compensation, the amount of which is approved
by the Ordinary General Meeting by a special decision.
The duties and responsibilities of the members of the Board of Directors are described below:
Chairman of the Board
The Chairman of the Board of Directors is elected by BoD and according to paragraph 1 of article 8 of Law 4706/2020 he
is a non-executive member. If the Board of Directors, by way of derogation from the provisions of the above-mentioned
paragraph, appoints one of its executive members as Chairman, then it must appoint a vice-chairman from among the
non-executive members (par. 2 article 8 of Law 4706/2020). The Chairman coordinates the function of the Board of
Directors and presides over it, exercising the responsibilities provided by law and the articles of association. His duties
include convening the Board of Directors, determining the items on the agenda of its meetings, and ensuring the good
organization of its work and the efficient conduct of its meetings. Ensures the timely and correct information of the
members of the Board of Directors, based on the fair and equal treatment of the interests of all shareholders, the
maximization of the return on investments and the protection of the Company's property. Coordinates the
implementation of the corporate governance system of the Company and its effective implementation. It also presides
over the General Assembly, until the election of its Chairman in accordance with the provisions of article 129 of Law
4548/2018.
Vice-Chairman of the Board of Directors
The Vice-Chairman of the Board of Directors replaces the Chairman when he is absent or disabled. He is elected like the
Chairman and is responsible for the coordination and effective communication of the executive and non-executive
members of the Board of Directors.
Chief Executive Officer
The Chief Executive Officer is responsible for ensuring the smooth, orderly, lawful and efficient operation of the Company,
in accordance with the strategic objectives, business plans and action plan, as determined by decisions of the Board of
Directors and the General Assembly and the legal / regulatory framework. The Chief Executive Officer participates and
reports to the Board of Directors of the Company and implements the strategic choices and important decisions of the
Company.
Members of the Board of Directors Executive, non-Executive and Independently non-executive
The Board of Directors, when convenes in a body, determines the responsibilities of the executive and non-executive
members of the Board of Directors
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Α) The executive members are those who deal with the day-to-day affairs of the Company's management. The Board of
Directors, with its decisions, may assign them specific areas of action. These members can be heads of services and
generally assist the CEO in his work. They also ensure the implementation of the strategies set by the Board of Directors
and consult with the non-executive members of the Board of Directors on a regular basis the implementation, and
appropriateness of these strategies. In case of crisis or risk situations, as well as when required due to circumstances that
are reasonably expected to significantly affect the Company, the executive members immediately inform the Board of
Directors i as well as written, either jointly or separately, submitting a report with their assessments and proposals.
B) The non-executive members of the Board of Directors do not have executive responsibilities in the management of
the Company. The tasks assigned to them, in addition to the general tasks assigned to them by their capacity as members
of the Board of Directors, include the systematic supervision and monitoring of decision-making by the management.
They also participate in boards, committees, groups as well as in other collective bodies of the Company. Indicatively,
their responsibilities include j) The monitoring and examination of the Company's strategy and its implementation, as
well as the achievement of its objectives ii) Ensuring the effective supervision of the executive members, including the
monitoring and control of their performance. iii) Examining and formulating opinions on proposals submitted by
executive members, based on existing information.
C)The category of non-executive members also includes the independent non-executive members of the Board of
Directors, who by definition and during their term of office meet the independence criteria of article 9 of law 4706/2020,
ie do not hold a direct or indirect percentage voting rights greater than zero point five percent (0,5%) of the share capital
of the Company and are free from financial, business, family or other dependent relationships, as these are indicatively
defined in no. 9 par. 2 of law 4706/2020, and which may affect their decisions and their independent and objective
judgment. The fulfillment of the conditions for the qualification of a member of the Board of Directors as an independent
is reviewed by the Board of Directors at least on an annual basis per financial year and in any case before the publication
of the annual financial report, which includes a relevant finding. If during the relevant audit of the fulfillment of the
conditions or in case at any time it is found that the conditions are no longer met in the person of an independent non-
executive member, the Board of Directors takes the actions provided by the Company's Articles of Association and this
Regulation to replace off. The independent non-executive members submit, jointly or individually, reports and reports to
the regular or extraordinary general meeting of the Company, regardless of the reports submitted by the Board of
Directors.
In general, the executive and non-executive Members of the Board. are not allowed to serve on the boards of directors
of more than four (4) more listed companies and must obtain the approval of the Board. before accepting an invitation
to serve on another board of directors
In addition, the members of the Board of Directors receive the Agenda of the next meeting and the supporting documents
in time, ie before the expiration of the mandatory deadlines of the Law, so that they can be studied, taking into account
each time the complexity of the to discuss issues
In the meetings of the Board of Directors that have as subject the preparation of the financial statements of the Company
or when the agenda includes issues for the approval of which a decision is foreseen by the General Meeting with increased
quorum and majority according to Law 4548/2018, the Board of Directors is in quorum when at least two (2) independent
non-executive members are present. In case of unjustified absence of an independent member in at least two (2)
consecutive meetings of the Board of Directors, this member is considered resigned. This resignation is confirmed by a
decision of the Board of Directors, which replaces the member.
The Company submits to the Hellenic Capital Market Commission the minutes of the BoD meetings or the General
Meeting, which concerns the formation or term of office of the BoD members, within twenty (20) days of its end.
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ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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Existing composition of the Board of Directors
(a) The existing Board of Directors of the Company was initially elected during the 5
th
Extraordinary General Meeting of
the Company's shareholders, which took place on 26/03/2021 with a three-year term of office, ie until 25/03/2024, being
able to automatically extend until the first Ordinary General Meeting, at the end of his term of office, which may not
exceed one year, and consisted of seven (7) members, two executive, one non-executive and four independent non-
executive.
Therefore, the composition of the Board of Directors during the current period is as follows:
S/N
FULLNAME
STATUS
TERM OF OFFICE
1.
VACHTSIAVANOS
DIAMANTIS
CHAIRMAN OF BoD/
EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
2.
KARAMPELAS
IOANNIS
CHIEF EXECUTIVE OFFICER/
EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
3.
ILIOPOULOS
PANAGIOTIS
VICE CHAIRMAN/
NON - EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
4.
MIKAS
VASILIOS
INDEPENDENT
NON - EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
5.
DRIVAS
KONSTANTINOS
INDEPENDENT
NON - EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
6.
ANGELOPOULOS
KONSTANTINOS
INDEPENDENT
NON - EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
7.
ZENAKOU
ELENI
INDEPENDENT
NON - EXECUTIVE MEMBER
26/03/2021 - 25/03/2024
It is noted that in accordance with paragraph 3 of article 9 of Law 4706/2020, the Board of Directors of the Company
reviewed, as can be seen from its minutes numbered 78/5-7-2022, the fulfillment of the conditions of independence of
the Independent non- of Executive Members, found that these occur in the persons of said Members.
Brief Curriculum Vitae (CV) of BOD members
• Mr. Diamantis Vachtsiavanos is a graduate of the Athens University of Economics and Business (AUEB), Department of
Business Administration, specializing in accounting and with many years of experience in the energy sector. Among
others, he has been Chairman of the Board of Directors of ASPROFOS (Subsidiary ELPE) from 2008 to 2010, and from 2013
to 2015, CEO of PPC RENEWABLES SA., while from 1993 to 2012 he was an executive of Financial Services of PPC. During
1985 to 1993 he worked as an executive of Financial Services in companies of the private sector. Also, Mr. Vachtsiavanos
has extensive experience in positions of responsibility of companies, either as a financial executive or holding positions
of responsibility in their Boards of Directors. Furthermore, Mr. Vachtsiavanos has served as Director or Financial Advisor
to the Ministers of Environment & Energy, Foreign Affairs, Justice and Agriculture, while he is a Member of the Economic
Chamber of Greece in which he also served as a Member of the Board of Directors of its Central Administration.
• Mr. Ioannis Karampelas is an economist with a degree in Management and Marketing from the Middlesex University in
London and a master’s degree in International Economics and Management from the University of SDA BOCCONI in Milan.
From 1998 to 2000 he was a Portfolio Asset Manager at the Enallaktiki Financial Services, while from 2000 to 2005 he
was the General Manager of DAKAR SA. From 2012 to 2015 he was elected Member of Parliament for Viotia, while from
2015 until today he is a member of the Board of Directors of a Commercial and Technical Societe Anonyme. He speaks
fluent English and Italian and has knowledge of German language.
• Mr. Panagiotis Iliopoulos is an Attorney at Law at the Athens Bar Association, specializing in Company Law, Energy Law
and Competition Law. He is a graduate of the Law School of Queen Mary University of London (LLB) and holds a master’s
degree in Business, Competition and Regulatory Law (MBL-FU) from Freie Universität Berlin. Furthermore, he holds a
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master’s degree in Business Administration (MBA) from ALBA Graduate Business School at the American College of
Greece. Finally, he has been awarded a bachelor’s degree in Political Sciences and Public Administration from the National
and Kapodistrian University of Athens. During his professional experience as a legal counsel, he has provided specialized
legal services to companies operating in the energy sector (e.g., PPC SA etc.). In addition, he is an active participant in the
activities of the Greek Association of Energy Law, as well as of those of the European Federation of Energy Law
Associations (EFELA). His native language is Greek, he speaks English fluently and has some knowledge of French. Finally,
as a graduate of the German School of Athens (Deutsche Schule Athen), he is fluent in German.
• Mr. Vasilios Mikas was born in Xanthi in 1959. He received his degree in Chemical Engineering from the National Technical
University of Athens, with a dissertation on liquid waste treatment. He has been a member of the Technical Chamber of
Greece (TEE) since 1985, and successfully attended the Postgraduate Program in Business Administration at EEDE in 1992-
3.
From 1985 to 2000 he was continuously employed in important export companies of the chemical industry, in the private
sector, in managerial positions. During this period, he dealt with issues of international trade of products of strict
specifications, developing and managing relevant quality processes, technical marketing, and comparative evaluation of
commercial collaborations.
Since 2000, he has been operating as an administrator in a company owned by him, in the marketing of special chemical
additives, cooperating with international companies and supplying Greek export companies.
• Mr. Konstantinos Drivas is a graduate of the Department of Informatics of the School of Sciences of the Hellenic Open
University of Patras. He holds a master’s degree from the School of Humanities of the Hellenic Open University in
Educational Sciences.
He has been working at EYDAP since 1993, serving in various fields and taking on various positions of responsibility,
including Director of Operational & Administrative Support under the Responsibility of Facility Security and Deputy
Director of Customer Service under the Coordination and Operation of the Regions.
He is active in the Local Government and has been a Municipal Councilor of Halandri (2010-2014) participating in various
Committees of the Municipality. In 2014, he was appointed as a Regular Member of the Board of Directors of the General
Hospital of Attica "SISMANOGLIO-AMALIA FLEMING" and the General Hospital Paidon Pentelis, who is connected to it.
• Mr. Konstantinos L. Angelopoulos holds a Diploma in Mechanical Engineering from the Aristotle University of Thessaloniki
(AUTH) and a master’s degree in Business Research from the London School of Economics (LSE). For the last seventeen
years he has been professionally involved in real estate management, attracting investment, and designing investment
policies. The last two years he has been the Director of Large Real Estate Development at ETAD and has previously served
as the Director of Investment Attraction at Enterprise Greece. In the past, he served as a Member of the Board of MOD
SA. and the Industrial Property Organization as well as as an advisor to the Ministries of Economy and Finance, and
Development.
• Ms. Eleni Zenakou is a graduate of the University of Piraeus (UNIPI), Department of Business Administration and
Management, specializing in Accounting and Auditing. Among other things, she served at the Hellenic Court of Audit from
2002 to 2020, from 1991 to 2002 she worked in the Ministry of Presidency and specifically in the Body of Public
Administration Inspectors in the Environment Sector and in the General Directorate of Administrative Organization.
In addition, she served as Director of the Court of Audit at the Ministry of Maritime Affairs and the Ministry of
Environment and Energy. Ms. Zenakou is also a member of the Economic Chamber of Greece and the Institute of Internal
Auditors, while she speaks English fluently and has a knowledge of the German language.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
49
On December 31, 2022, the members of the Company's Board of Directors held shares of ADMIE Participations S.A. as
follows:
Α/Α
FULLNAME
SHARES IPTO HOLDINGS S.A.
1.
VACHTSIAVANOS DIAMANTIS
-
2.
KARAMPELAS IOANNIS
5.000
3.
ILIOPOULOS PANAGIOTIS
-
4.
MIKAS VASILIOS
-
5.
DRIVAS KONSTANTINOS
-
6.
ANGELOPOULOS KONSTANTINOS
-
7.
ZENAKOU ELENI
-
It is pointed out that the Company does not have any other top managers, apart from those who are Members of the
Board of Directors.
Attendance Fees for the Board of Directors
Remuneration shall be taken to mean any fees and benefits that BoD members and senior executives receive, directly or
indirectly from the affiliated companies, regarding the professional services that are rendered to them based on a
dependent or independent employment relationship, such as salaries, optional retirement benefits, variable
remuneration and benefits based on either their performance or any contract terms, guaranteed variable remuneration
related to early termination of the contract.
The types of remuneration that the Company provides or can provide, independently or in combination, to the BoD
members are the following ones:
• Fixed fee/compensation regarding their participation in the Board
• Monthly salary for those who have signed a contract of employment with the Company
• Fixed remuneration based on their role in the Board
• Providing non-monetary benefits
The fees that the members of the Board received, including the social insurance contributions, during the fiscal year 2022
are analyzed as follows:
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
50
B: Meeting of the Board of Directors, AC: Meeting of the Audit Committee, RC: Meeting of the Remuneration Committee, NC: Meeting
of the Nomination Committee
Remuneration of the members of the Board of Directors regarding their participation in the Board
In 2022, the total gross amount paid to the members of the Board due to their position (Executive Chairman, CEO and
Vice Chairman of the Board), including insurance contributions amounted to 190,2 thousand euros.
In fiscal year 2022, no options were granted and no share distribution program is in force.
2. Audit Committee
The Audit Committee in accordance with the current Internal Rules of Operation of the Company and its Operating
Regulations, which was approved by resolution No. 69/8-7-2021 of the Company's Board of Directors and is posted on
the Company's website www.admieholding.gr in the section "Company / Institutional Framework", has been set up with
the aim of supporting the Board of Directors in its duties regarding financial information, internal audit and the
supervision of regular audit.
The Audit Committee is a committee of the Board of Directors of the Company, which is formed by its decision. It consists
of three (3) non-executive members of the Board of Directors, of which at least two (2) are independent and meet the
criteria set by Law 4449/2017, in conjunction with Law 4706/2020, have and sufficient knowledge of the sector in which
the Company operates. At least one member, who is independent and has sufficient knowledge and experience in
auditing or accounting, is required to attend the meetings of the Audit Committee concerning the approval of the financial
statements. The term of office of the members of the Audit Committee coincides with the term of office of the Board of
Directors.
FULLNAME
STATUS
NUMBER OF MEETINGS
BOARD FEES
B
AC
RC
NC
VACHTSIAVANOS
DIAMANTIS
CHAIRMAN OF THE BoD /
EXECUTIVE MEMBER
11/11
-
-
-
74.283,72
KARAMPELAS IOANNIS
CHIEF EXECUTIVE OFFICER /
EXECUTIVE MEMBER
11/11
-
-
-
74.283,72
ILIOPOULOS PANAGIOTIS
VICE-CHAIRMAN OF THE BoD /
EXECUTIVE MEMBER
11/11
-
3/3
-
41.617,97
MIKAS VASILIOS
INDEPENDENT NON-EXECUTIVE
MEMBER
11/11
12/12
-
2/2
9.255,71
DRIVAS KONSTANTINOS
INDEPENDENT NON-EXECUTIVE
MEMBER
11/11
12/12
3/3
2/2
9.255,71
ANGELOPOULOS
KONSTANTINOS
INDEPENDENT NON-EXECUTIVE
MEMBER
11/11
-
3/3
2/2
5.322,72
ZENAKOU ELENI
INDEPENDENT NON-EXECUTIVE
MEMBER
11/11
12/12
-
-
9.255,71
Total
223.275,26
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
51
The Chairman of the Audit Committee is appointed by its members at the meeting at which the Committee is constituted
and is independent, in the sense that it meets the criteria of independence as defined by law and has the necessary
expertise and experience to oversees audits, accounting and financial policies and procedures falling within the remit of
the Commission. The term of office of the members of the Commission is three years (3 years).
It meets regularly, at least 4 times a year or even extraordinarily, whenever necessary, keeps minutes of its meetings and
submits reports to the Board of Directors every three months or in a shorter period, if deemed necessary. In detail, the
duties and responsibilities of the Audit Committee are included in the above-mentioned Rules of Operation.
The main mission of the Audit Committee is to assist the Board of Directors in the performance of its duties, overseeing
the financial reporting procedures, the completeness and correctness of the financial statements, the Company's Internal
Control policies and system as well as the evaluation of effectiveness and efficiency of this, the audit function of the work
of the Internal Audit Unit and the External Auditors, in order to ensure the independence, quality, formal qualifications
and performance of the auditors.
The Audit Committee, retaining the full responsibility of the members of the Board of Directors for the following issues,
has indicatively the following informational and supervisory powers:
• It is responsible for the selection process of Chartered Accountants or Audit Firms and recommends the
Chartered Accountants or Audit Firms to be appointed, as well as their remuneration.
• Oversees and monitors the independence of Certified Public Accountants or Audit Firms, as well as the
appropriateness of their provision of non-audit services to the Company.
• Monitors the mandatory audit of the Annual Financial Statements and, in particular, its performance, taking into
account any findings and conclusions of the competent authority, in accordance with par. 6 of article 26 of
Regulation (EU) no. 537/2014.
• Takes into account and examines the most important issues and risks that may have an impact on the Company's
financial statements. In this context, it examines and evaluates indicatively the following:
• the going concern assumption
• the critical judgments, assumptions and estimates during the preparation of the Financial Statements
• the valuation of assets at fair value
• the recoverability of assets
• the accounting treatment of acquisitions
• the adequacy of disclosures about the significant risks faced by the Company
• Audit Committee Operation Regulation
• significant transactions with related parties and
• significant unusual transactions
• Informs the Company's Board of Directors by submitting the relevant report on the result and issues arising from
the external audit, explaining in detail: a) the contribution of the external regular financial audit to the quality
and integrity of the financial information, that is to accuracy, completeness and correctness of the financial
information, including the relevant disclosures, approved by the Board of Directors and made public and b) the
role of the Committee in the process under (a) above, i.e. a record of the actions it took during the process of
conducting the regular financial control. In the context of the above information to the Board of Directors, the
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
52
Audit Committee takes into account the content of the supplementary report submitted by the Statutory
Auditor and which contains the results of the audit carried out and meets at least the requirements of Article
11 of the Regulation (EU ) no. 537/2014.
• Monitors, examines and evaluates the process of drafting the financial information, that is, the production
mechanisms and systems, the flow and diffusion of the financial information produced by the involved
organizational units of the Company. The above actions include any information made public in relation to the
financial information of the Company, beyond the financial statements that are made public (e.g. stock
announcements, press releases). In this context, the Audit Committee informs the Board of Directors of its
findings and submits recommendations or proposals to improve the process and ensure its integrity, if deemed
appropriate.
• Monitors, examines and evaluates the adequacy and effectiveness of all of the Company's political procedures
and safeguards, regarding, on the one hand, the Internal Control System, and on the other hand, the assessment,
quality assurance and risk management of the Company in relation to the financial information. Regarding the
operation of internal control, the Audit Committee monitors and inspects the proper operation and staffing of
this Internal Control Unit, in accordance with professional standards, as well as the applicable legal and
regulatory framework, and evaluates the work, adequacy and effectiveness without violating its independence.
Also, the Audit Committee reviews the information published in terms of internal control and the main risks and
uncertainties of the Company, in relation to financial information. In this context, the Audit Committee
Regulation of Operation of the Audit Committee 7 of 9 informs the Board of Directors of its findings and submits
recommendations or proposals to improve the process and ensure its integrity, if deemed appropriate.
• The Audit Committee proposes to the Company's Board of Directors the head of the Internal Audit Unit in
accordance with article 15 par.2 of Law 4706/2020.
• Submits an Annual Report of its activities to the shareholders during the Annual General Meeting.
It reviews this Regulation at least every two (2) years and proposes to the Company's Board of Directors its amendment,
if this is deemed necessary.
The current composition of the Audit Committee which was established by the Board of Directors on 26/03/2021 is as
follows:
i. Eleni Zenakou, Chairman of the EU [Independent non-executive member of the Board].
ii. Konstantinos Drivas, EU Member [Independent non-executive member of the Board] and
iii. Vassilios Mikas, EU Member [Independent non-executive member of the Board].
The issues discussed by the Audit Committee for the year 2022 and are part of the Annual Report of its activities to the
shareholders of the Company during the Annual General Meeting are listed in the following table:
MEETING
DATE
AGENDA
At the beginning of the year 2022, the following issues were discussed by the Audit Committee and listed in the
table below, which are related to the corporate year 2021, at which time they were also listed in the relevant table
for the year 2021:
09/02/2022
• First (1st) meeting of the EU with the Chartered Auditors of EY, in the
context of the preliminary phase of the audit for the Financial Year
01/01/2021-31/12/2021, where the Chartered Accountants developed
institutional issues related to their work and presented their audit plan as
INDEPENDENT CERTIFIED AUDITORS ACCOUNTANTS of "IPTO
PARTICIPATION S.A."
08/03/2022
• Evaluation of the Internal Audit Report for the 4th quarter of 2021, where
the committee unanimously decided that no material issue has arisen that
violates the principles of good and legal operation of the Company
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
53
• The 2022 Control Program was approved.
08/04/2022
• Meeting of the EU with the Certified Auditors of EY for the presentation of
the Audit Report Plan of the INDEPENDENT CERTIFIED ACCOUNTANT for the
control of the Financial Statements for the year ended 12/31/2021.
08/04/2022
• The Company's internal control for 2021 was evaluated and general
compliance with the International Standards for the Professional
Application of Internal Control of the Institute of Internal Auditors & the
Institute of Internal Auditors of Greece was found.
• The first draft of the 2021 AUDIT COMMITTEE ANNUAL REPORT was
drafted.
14-04-2022
• Meeting of the EU with the Certified Auditors of EY for the presentation of
the Supplementary Report of the INDEPENDENT CERTIFIED ACCOUNTANT
for the audit of the Financial Statements for the year ended 12/31/2021.
• Approval of the 2021 AUDIT COMMITTEE Annual REPORT for submission to
the Board of Directors.
MEETING
DATE
AGENDA
During the year 2022, the following issues related to the 2022 corporate year were discussed by the Audit
Committee and listed in the table below:
17/05/2022
• Approval of sending letters to Audit Companies requesting a bid to be
submitted for the regular audit of the 2022 financial year, for the review of
the interim financial statements and for the granting of a tax compliance
report.
30/05/2022
• Evaluation of the Internal Audit Report for the 1st quarter of 2021, where
the committee unanimously decided that no material matter has arisen
that violates the principles of good and legal operation of the Company.
• He noted the reference you repeat in the Internal Auditor's Report on the
Staffing of the Regulatory Compliance and Risk Management Units.
07/06/2022
• Evaluation of the Audit Firms' offers.
• The Committee unanimously decided and recommended to the Board of
Directors the selection of Ernst & Young Greece SA for the regular audit of
the 2022 fiscal year, for the review of the interim financial statements and
for the issuance of a tax compliance report. To carry out the above audits,
Ernst & Young Greece SA proposes its Chartered Accountants, Mr.
Konstantinos Chekas of Sokratis, and RN SOEL 19421 and Andreas
Hatzidamianou of Georgios, and RN SOEL 61391, as Regular Auditors and of
Mr. Nikolaou Diptsis of Konstantinos, and RN SOEL 27341 and Vasiliou
Kaplanis of Panagiotis, and RN SOEL 19321, as Alternate Auditors.
31/08/2022
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
54
• Evaluation of the Internal Audit Report for the 2nd quarter of 2022, where
the committee unanimously decided that no material issue has arisen that
violates the principles of good and legal operation of the Company.
However, he pointed out as particularly positive the provision for the
finalization and approval of the "Risk Registration Register".
23/09/2022
• Presented by the Head of the Internal Control Unit "Risk Assessment" of the
Company.
23/09/2022
• The invited Chartered Accountants of EY who attended, Mr. Andreas
Hatzidamianou and Mr. Kostas Tsekas, presented the results of the review
they carried out on the Interim Condensed Financial Statements of the first
half of 2022. The Audit Committee was satisfied with the conclusion of the
Sworn Auditors' review that the Interim Condensed Corporate Financial
Statement has been prepared, in all material respects, in accordance with
IAS 34.
16/11/2022
• • Evaluation of the Internal Audit Report for the 3rd quarter of 2022, where
the committee unanimously decided that no material issue has arisen that
violates the principles of good and legal operation of the Company.
16/12/2022
• Submission by the Company's Regulatory Compliance Officer of the Annual
Compliance Report for the year 2022, as well as approval by the Audit
Committee of the Company's Regulatory Compliance Action Plan for the
year 2023 submitted by the Company's Regulatory Compliance Officer.
• Approval of the Table Audit Committee Proceedings for 2022.
MEETING
DATE
AGENDA
During the current year 2023, the following issues, which are directly related to the corporate year 2022, were
discussed by the Audit Committee and listed in the table below:
30/01/2023
• Evaluation of the Internal Audit Report for the 4th quarter of 2022, where
the committee unanimously decided that no material issue has arisen
that violates the principles of good and legal operation of the Company.
He pointed out the following references of the Internal Auditor's Report:
• The "Risk Register" drawn up, in order to be finalized, must be
approved by the Board of Directors.
• In the context of the "follow up of Human Resources Issues", it
emerged that a new Contract for the Financial Service should be
signed between PWC and IPTO Holdings that covers all the
responsibilities referred to in the Company's Internal Operating
Regulations.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
55
• A reminder was made of the end of March 2023, as the Capital
Market Commission's deadline for the "Internal Control System
Assessment", after the assignment process to Independent
Assessors has been completed.
07/02/2023
• The committee, within the framework of its responsibilities, as
determined by its operating regulations, and in accordance with what is
described in Minutes 83 of the Board of Directors regarding the
"procedure of proposal, selection, approval and finally assignment of the
evaluation of the SER" met, and carefully checked the "CEO's
Recommendation regarding the preparation of the Internal Control
System Evaluation Report (SER)" and unanimously recommended in
agreement with the "CEO's Recommendation" to assign the preparation
of the Internal Control System Evaluation Report to the KPS Group
company.
07/03/2023
• First (1st) meeting of the EU with the Chartered Auditors of EY, in the
context of the preliminary phase of the audit for the Financial Year
01/01/2022-31/12/2022, where the Chartered Accountants developed
institutional issues related to their work and presented their audit plan as
INDEPENDENT CERTIFIED ACCOUNTANTS of "IPTO PARTICIPATION SA".
The members of the Audit Committee drew up a relevant text, with their
positions regarding the issues raised by the INDEPENDENT CERTIFIED
AUDITORS ACCOUNTANTS, answering extensively the questions they
raised.
15/03/2023
• The Company's internal audit for 2022 was assessed and found to be
"General Compliance" with the International Standards for the Professional
Application of Internal Audit of the Institute of Internal Auditors & the
Institute of Internal Auditors of Greece.
• The 2023 Control Program was approved.
21/03/2023
1. Draft AUDIT COMMITTEE REPORT 2022 was approved, which describes the
operation and procedures regarding the Audit Committee and the Internal
Audit, while a table with the agenda items per meeting is included as well as the
evaluation of the Internal Audit.
The purpose of the statutory auditors' audit, which was performed in accordance with International Standards on
Auditing ("IAS"), was to obtain reasonable assurance about whether the financial statements were free of material
misstatement. The regular chartered accountants did not find any significant errors that should have been corrected by
the Management of the company. Finally, according to the Company's regular chartered accountants, no significant
weaknesses were identified in the internal control system.
3. Internal Audit System / Internal Audit Manager.
Internal Audit is an independent and objective function of providing assurance and consulting work that helps the
Company to achieve its goals:
(a) contributing to the ongoing and systematic assessment of the management of the risks to which the Company
is exposed or may be exposed, the elements of the governance system, including outsourced activities as well as the
internal control mechanisms (controls).
(b) proposing measures to improve their efficiency and effectiveness and
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
56
(c) monitoring the implementation of corrective actions and the general improvement of the Company's operations
and policies. It operates based on the Operating Regulations which was approved under the decision number
69/8-7-2021 of the Board of Directors of the Company and is posted on the Company's website www.admieholding.gr
in the section "Company / Institutional Framework".
The Director of the Internal Audit Service is the Internal Auditor, who is independent, does not belong hierarchically to
any other service unit of the Company and reports directly to the Board of Directors of the Company through the Audit
Committee. It is full time and is appointed by the Board of Directors of the Company. He is supervised by the Audit
Committee and is relieved of his duties by the Board of Directors upon recommendation to the Audit Committee. The
director can be assisted by other individuals and departments.
Members of the Board of Directors, executives who have responsibilities other than internal control, or relatives of the
above up to the second degree by blood or by marriage cannot be appointed as internal auditors. In case of any change
in the persons or the organization of the Internal Audit Service, the Company will inform, as it has a legal obligation, the
Hellenic Capital Market Commission within ten (10) working days from this change.
The Internal Audit Service has unhindered access to all the data, files, information, and activities of the Company and is
entitled to be aware of any book, document, file, bank account and portfolio of the Company and to have access to any
service of the Company. Collaborates with external auditors and supervisors and provides them with the required
information.
The Internal Auditor has the following responsibilities:
•Monitors the implementation and continuous observance of: (i) the Internal Rules of Procedure and the Articles of
Association of the Company, (ii) the framework of governance, organization and operation of the Internal Audit Service,
in accordance with the established standards for the Company's internal control activity, as well as and (iii) the general
legislation concerning the Company and in particular the legislation on public limited companies and the stock exchange
legislation, as well as the special regulatory framework that governs the operation of the Company and its participation
in IPTO (indicative law 4001/2011, as amended and in force).
Prepares an annual activity plan / audit plan and an annual budget for internal audit activities based on risk assessment,
which are submitted for approval to the Audit Committee and the Board of Directors.
•Reports to the Board of Directors of the Company through the Audit Committee cases of conflict of private interests of
the members of the Board of Directors or the executives of the Company with the interests of the Company, which it
ascertains during the exercise of its duties.
• Informs as well as written at least once a quarter the Board of Directors through the Audit Committee for the audit
carried out by him and attends the General Meetings of the shareholders.
•Provides, after the approval of the Board of Directors of the Company, any information requested in writing by
supervisory authorities, cooperates with them and facilitates in every possible way the task of monitoring, control and
supervision that they exercise.
•Checks the observance of the obligations provided in no. 5/204 / 14-11-2000 decision of the Hellenic Capital Market
Commission, as amended and in force.
•Checks the existence of the necessary resources for the effective development of the activities of the Internal Audit
Service.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
57
•Controls the legality of the remuneration and all kinds of benefits to the members of the Management regarding the
decisions of the authorities of the Company.
•Controls the relations and transactions of the Company with the affiliated companies, within the meaning of article 32
par. 2 of law 4308/2014, as well as the relations of the Company with companies in the capital of which at least 10% of
its members participate. Board of Directors or its shareholders with a percentage of at least 10%.
•In the case of staffing of the Internal Audit Service with additional persons, assignment of tasks, projects and
responsibilities to its executives and management of its staff.
•Collaborates with the external auditors and supervisory authorities and provides them with the required information,
in accordance with the provisions of the Internal Regulations.
Furthermore, the Internal Auditor conducts audits, to evaluate the framework of policies, practices and procedures that
govern the organization and operation of the Internal Control System (IAC) of the Company, in terms of the following:
•the exercise of their supervision and management, as well as the assignment of tasks and responsibilities,
•the preparation and monitoring of the implementation of projects, the achievement of objectives, as well as the efficient
and effective allocation of resources,
•the identification, measurement, and management of risks,
•the production and disclosure of financial, administrative, and other information,
•the development and operation of internal control mechanisms (controls),
•compliance with the applicable legislative and regulatory framework, as appropriate,
•the development and safe operation of information systems that adequately support the implementation of the
business strategy and the current operations of the Company and the management of human resources, including issues
of evaluation, development, and training,
•the development of mechanisms for: (i) self-assessment of competence (ii) its independent evaluation by third parties,
and (iii) taking appropriate corrective action.
•outsourcing projects, as well as monitoring the implementation of relevant agreements.
At the same time, it carries out special controls taking the necessary actions, in cases:
(i) the existence of evidence of damage to the interests of the Company,
(ii) fraud of any kind, abuse, as well as delinquent and irregular actions by executives or employees,
(iii) complaints by employees or third parties, submitted either directly to him or to the Management the company's
The position of Head of Internal Audit of the Company is held by virtue of the decision number 72 / 7-12-2021 of the
Board of Directors of the Company Mr. Frangiskos Gonidakis, who is a certified auditor of internal control systems (CICA,
CCS) and holds a PhD from Panteion University, on "Disclosure of risks through corporate reports - Listed companies on
the Athens Stock Exchange (excluding the financial sector) for the period 2005 to 2011", while his degree is in Public
Administration from Panteion University of Social and Political Scientist. He is a member of the Economic Chamber of
Greece and holds a First-Class Accountant license, is a member of the Hellenic Institute of Internal Auditors (E.I.E.E.), as
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
58
well as a member of the Association of Financial and Accounting Scientists (HFAA). He has many years of auditing
experience in the fields of auditing and consulting services, from his participation in internal audit consulting projects to
a large number of clients from various business sectors. He has also participated in the definition and has been actively
involved in development projects of Corporate Governance Framework, Internal Regulations, Policies and Procedures,
evaluations of Internal Audit Services, as well as in Special Audits, including Functional Audits and Management Audits.
In addition, he teaches as a Lecturer at the University of Thessaly and West Attica, with numerous publications related
to Accounting and Internal Audit in International Academic Journals.
4. Remuneration Committee
The Remuneration Committee is a committee of the Board of Directors of the Company, which is formed by its decision.
It consists of three non-executive members, at least two (2) of whom are independent. An independent non-executive
member shall be appointed Chairman of the Commission. It has its own Rules of Operation, which are approved by the
Board of Directors of the Company and posted on the Company's website.
The term of office of the members of the Commission is three years (3). Any remuneration of the members of the
Committee for their participation in it, in addition to their basic remuneration as members of the Board of Directors, is
determined by the Remuneration Policy and approved by the General Meeting of Shareholders of the Company,
considering, inter alia, complexity and scope of their work, the time of employment required, their degree of
responsibility and the level of remuneration of the other members of the Board of Directors. The Board of Directors may
elect members of the Commission to replace members who resigned, passed away or have lost their status in any other
way, in accordance with applicable law and required criteria. The term of office of the member elected to replace, lasts
until the next General Meeting of Shareholders.
In the responsibilities of observing articles 109 to 112 of Law 4548/2018, it includes:
• Formulation of proposals to the Board of Directors regarding the remuneration policy submitted for approval to the
general meeting, in accordance with par. 2 of article 110 of law 4548/2018.
• Formulation of proposals to the Board of Directors regarding the remuneration of the persons that fall within the scope
of the remuneration policy and regarding the remuneration of the Company's executives, in particular the head of the
internal control unit.
• Examination of information included in the final draft of the annual salary report, providing its opinion to the Board of
Directors, before submitting the report to the general meeting, in accordance with article 112 of law 4548/2018.
The Policy concerns the members of the Board of Directors of the Company and the senior executives. Contributes to the
business strategy, long-term interests and viability of the Company
The Remuneration Policy considers the current legislation, the good practices of corporate governance, the Greek Code
of Corporate Governance, the Articles of Association and the Rules of Operation of the Company. The Policy recognizes
the existing rights and obligations of the members of the Board of Directors and sets out the conditions under which
future remuneration may be granted to existing and / or new members of the Board of Directors during its term of office.
The Remuneration Committee may use any resources it deems appropriate to fulfill its purpose, including the services of
external consultants.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
59
The Remuneration Committee consists of three (3) independent non-executive members of the Board of Directors. The
Chairman of the Committee is Vasilios Mikas, an independent non-executive member of the Board of Directors. and
members Konstantinos Angelopoulos, independent non-executive member of the Board of Directors and Konstantinos
Drivas, independent non-executive member of the Board of Directors.
The Committee held two (2) meetings within 2022 in which all its members participated. During the meetings of the
Remuneration Committee, the items on the agenda were the following:
08.08.2022:
• Formation of a committee in a body.
• Amendment of the Company's Remuneration Policy in terms of the implementation of the provisions of Law
4706/2020 and in particular article 11 which mandates the establishment and formation of the Remuneration
Committee.
• Amendment of the Company's Remuneration Policy regarding the remuneration of Managers in accordance with the
provisions of the Law.
16.12.2022:
• Proceedings of the Committee for the year 2022 with special reference to the necessity of amending the
remuneration policy.
5. Nominations Committee
The Nominations Committee is a committee of the BoD of the Company, which is formed by its decision. It consists of
three non-executive members, at least two (2) of whom are independent. An independent non-executive member shall
be appointed Chairman of the Commission. It has its own Operating Regulations which are approved by the Board of
Directors of the Company and are posted on the Company's website. The term of office of the members of the
Commission is three years (3). Any remuneration of the members of the Committee for their participation in it, in addition
to their basic remuneration as members of the Board of Directors, is determined by the Remuneration Policy and
approved by the General Meeting of Shareholders of the Company, considering, inter alia, complexity and scope of their
work, the time of employment required, their degree of responsibility and the level of remuneration of the other
members of the Board of Directors.
The Board of Directors may elect members of the Commission to replace members who have resigned, passed away or
lost their status in any other way, in accordance with the current legislation and the required criteria. The term of the
member elected to replace, lasts until the next General Meeting of Shareholders.
The Nominations Committee:
• Locates and proposes to the Board of Directors persons suitable for the acquisition of the status of member of the
Board of Directors, based on a procedure provided in its operating regulations and the nature of the Company. For the
selection of the candidates, the nomination committee takes into account the factors and criteria determined by the
Company, in accordance with the suitability policy it adopts.
• Submits proposals for the formulation of the Suitability Policy and its Review.
• Periodically evaluates the size and composition of the Board and submits proposals for consideration regarding its
desired profile.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
60
• Evaluates the existence of the existing members of the Board of Directors of the required qualifications, knowledge,
views, skills, experience related to corporate goals as well as the existence of gender balance and based on this
evaluation, describes the role and skills required for filling vacancies.
• Informs the Board of Directors about the results of the implementation of the Suitability Policy of the members of the
Board of Directors and the taking of any measures in case of deviations.
The Nomination Committee may use any resources it deems appropriate, for the fulfillment of its purpose, including
services by external consultants
The Nominations Committee consists of three (3) non-executive members of the Board of Directors. The Chairman of the
Committee is Konstantinos Angelopoulos, an independent non-executive member of the Board of Directors. and
members Konstantinos Drivas, independent non-executive member of the Board of Directors and Panagiotis Iliopoulos,
Vice-President of the Board of Directors and non-executive member.
The Committee held three (3) meetings within 2022 in which all its members participated. During the meetings of the
Nominations Committee, the items on the agenda were the following:
28.06.2022:
•Formation of a Committee in a body.
•Annual Evaluation Report of the Members of the Board of Directors.
24.10.2022:
•Proposal for the appointment of a Regulatory Compliance Unit Manager.
•Proposal for the appointment of a Risk Management Unit Manager.
16.12.2022
•Proceedings of the Committee for the year 2022 with a reference to the recommendations for the appointment of those
in charge of the Regulatory Compliance Unit and the Risk Management Unit and the Annual Evaluation Report of the
Members of the Board of Directors from which it emerged that all the conditions set by law are met.
V. Remuneration and Benefits Policy for Board Members and executives
The Company has prepared a Remuneration and Benefits Policy for Board Members. and senior executives for the period
2019 - 2022, which was approved by the General Meeting of the Company's shareholders on 04/07/2019 with the aim of
contributing to the business strategy, long-term interests, viability and development of the Company, enhancing the
profitability and efficiency of the members of the Board of Directors and creating competitive conditions for the
attraction and retention of competent and specialized Directors, incorporating the provisions of Article 110 entitled
"Remuneration Policy (Article 9a of Directive 2007/36 / EC, Directive 2017/828 / EU) "And article 111 entitled" Content
of the remuneration policy (Article 9a of Directive 2007/36 / EC, Directive 2017/828 / EU) "of Law 4448/2018
(Government Gazette A '104 / 13.06.2018) regarding remuneration of its staff, as defined in the above articles.
A complete overview of the total remuneration regulated in the above approved policy for the year 2022 after all types
of allowances granted or due to the above persons is already contained in another section of this Annual Financial Report
and specifically in the Special Report of the Board of Directors. IPTO HOLDINGS SA " (according to article 112 of Law
4548/2018) which will be the subject of the Ordinary General Assembly for the year 2022.
The Company, because it belongs to the Companies of Chapter B of Law 3429/2005 due to its control by the Greek State
through "DES IPTO" which holds 51% of its share capital has not adopted a specific diversity policy including meaning
gender balance for the members of the Board of Directors of its administrative, management and supervisory bodies.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
61
However, as characteristically mentioned in the Company Corporate Governance Code, each hiring aims at attracting and
staying in the Company members of the Board of Directors, executives, and employees, who add value to the Company
with their skills, knowledge, and experience with based on the principle of non-discrimination. The objective of the
Company is the honest and fair treatment of all employees, as well as their improvement and development.
VI. Information (c), (d), (f), (h) and (i) of paragraph 1 of Article 10 of Directive 2004/25 / EC of the European
Parliament and of the Council of 21 April 2004 on public redemption offers.
1. In accordance with Article 10 (1) of Directive 2004/25 / EC:
"1. Member States shall ensure that the companies referred to in Article 1 (1) publish detailed information on:
… (C) significant direct or indirect participations (including indirect contributions through pyramid schemes or mutual
participation) within the meaning of Article 85 of Directive 2001/34 / EC.
(d) holders of any kind of securities conferring special control rights and a description of those rights.
(e) any restrictions on voting rights, such as restrictions on voting rights for holders of a given percentage or number of
votes, deadlines for exercising voting rights, or systems in which securities-based financial rights are separated
(f) the rules regarding the appointment and replacement of members of the board as well as the amendment of the
articles of association
(g) the powers of the members of the board, as regards the possibility of issuing or repurchasing shares ……. "
2. In the above context, regarding the requested information, the following shall be stated:
Principle (c): The required information is already contained in another section of this Annual Financial Report and
specifically in the Explanatory Report of the Board of Directors of "IPTO HOLDINGS SA". (according to article 4§§ 7 & 8 of
law 3556/2007) and more specifically in paragraph 18 case c '.
Principle (d): There are no shares of the Company that provide their holders with special control rights
Principle (e): There is no restriction on voting rights.
Principle (f): The rules concerning the appointment of the members of the Board of Directors as well as the decision to
amend the articles of association are included in the Articles of Association of the Company and do not deviate from the
relevant rules of the current legislation on public limited companies.
Principle (e): The required information is already contained in another section of this Annual Financial Report and
specifically in the Explanatory Report of the Board of Directors of "IPTO HOLDINGS SA". (according to article 4§§ 7 & 8 of
law 3556/2007) and more specifically in paragraph 18 case n '.
FIT AND PROPER POLICY
The Company has an Fit and Proper Policy of the members of the Board of Directors, drawn up by the Board of Directors
of the company "IPTO HOLDINGS S.A." after taking into account the provisions of article 3 of Law 4706/2020 (Government
Gazette 136/A/17-7-2020) on " Corporate Governance of Public Limited Companies, modern capital market,
incorporation into Greek legislation of Directive (EU) 2017/828 of of the European Parliament and of the Council,
measures to implement Regulation (EU) 2017/1131 and other provisions", as well as paragraphs 2,3,4,5 and 6 of article
3 of the same law, was approved by its Board of Directors and received final approval during the Ordinary General
Meeting of July 14, 2021. The Policy is also fully harmonized with the circular number 60/18.09.2020 of the Capital Market
Commission, article 3 of Law 4706/2020 and aims to ensure of quality staffing, in the acquisition and retention of persons
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
62
with abilities, knowledge, skills, experience, independence of judgement, guarantee of ethics and good reputation and in
the effective management and fulfillment of the role of the Board of Directors based on the company's strategy which
has as its main objective the promotion of the corporate interest.
The Fit and Proper Policy is posted on the Company's website and constitutes the set of principles and criteria applied
during the selection, replacement and renewal of the term of office of the members of the Board of Directors, in the
context of the assessment of their individual and collective suitability level. Through the Policy, it is sought to ensure
quality staffing, efficient operation and fulfillment of the role of the Board of Directors. based on the general strategy
and the aims of the Company with the aim of promoting the corporate interest, and is governed by the following
principles: The Board of Directors of the Company, in accordance with the Policy, must have a sufficient number of
members and an appropriate composition, while it consists of persons who have the required guarantees of morals and
reputation and the appropriate knowledge, skills and experience required for the exercise of their responsibilities , based
on the tasks they undertake and their role in the Board of Directors, while at the same time they have sufficient time for
the exercise of their duties. During the selection, renewal and replacement of members, they are evaluated both
individually and collectively. The non-voting members of the Board of Directors know as much as possible before taking
up the position, the culture, values and general strategy of the Company. The Company promotes and ensures diversity
and adequate representation by gender on the Board of Directors. of this, in accordance with the policy it adopts and, in
general, ensures equal treatment and equal opportunities, as well as the concentration of a wide range of qualifications
and skills among the members of the Board of Directors. The Company ensures, among other things, through the
introductory training program for the members of the Board of Directors, that the members of the Board of Directors to
perceive and understand the Company's corporate governance arrangements, as they arise from the legislation, the
Corporate Governance Code that it applies, their respective roles and responsibilities, the values, the general strategy
and the structure of the Company. The Board of Directors with the assistance of the Nominations Committee, the Internal
Audit Department and the Legal Advisor, monitors on an ongoing basis the suitability of the members of the Board of
Directors, in particular to identify, in the light of any relevant new event, cases in which it is deemed necessary to -
assessment of their suitability. Specifically, re-evaluation of the suitability of the members of the Board of Directors. is
carried out in the following cases:
• when doubts arise regarding the individual suitability of the members of the Board. or the appropriateness of the
composition of the body,
• when important issues related to the reputation of a board member are raised,
• in any case of occurrence of an event that may significantly affect the suitability of the board member, including the
cases in which members do not comply with the Company's Conflict of Interest Policy.
The Board of Directors ensures for the Company the appropriate succession plan for the smooth continuation of the
management of the Company's affairs and decision-making after the departure of members of the Board of Directors,
especially executive and members of Committees.
The Policy is in accordance with the provisions of the Company's Rules of Procedure, the Corporate Governance Code
and the general corporate governance framework that it applies, taking into account the specific description of the
responsibilities of each Board member. or his participation or not in Committees of the Board, the nature of his duties
(executive or non-executive member of the Board) and his characterization as an independent or non-member of the
Board, as well as incompatible or characteristics, as described in the Rules of Procedure of the Board. or contractual
commitments related to the nature of the Company's activity and the Corporate Governance Code it applies. The Policy
considers the size, the internal organization, the corporate culture, the risk-taking disposition, the nature, the scale, and
the complexity of the Company's activities, as well as the special regulatory framework that governs its operation.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
63
VII. Report of deviations from the applicable Corporate Governance Code.
HELLENIC CORPORATE GOVERNANCE CODE
EXPLANATION / JUSTIFICATION OF DIFFERENCE
FROM THE SPECIAL PRACTICES OF EKED
The Chairman is elected by the independent
non-executive members. In the event that
the Chairman is elected by the non-
executive members, one of the independent
non-executive members is appointed, either
as vice-chairman or as a senior
independent member (Senior Independent
Director).
The independent non-executive Vice
President or the Senior Independent
Director, as the case may be, has the
following responsibilities: 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 lead the
President's evaluation. When the President
is executive, then the independent non-
executive vice-president or the senior
independent member (Senior Independent
Director) does not replace the President in
his executive duties (2.2.21, 2.2.22, 2.2.23)
Given that the Chairman of the Board of
Directors, in derogation of Article 8 par. 1 of
Law 4706/2020, is an executive member and
the Vice-Chairman, a non-executive member
and a non-independent Member, the
Company in compliance intends to appoint a
Supreme Independent Member from its
independent non-executive Members.
The company has a framework for filling
positions and succession of members of the
Board of Directors, in order to identify the
needs for filling positions or replacement
and to ensure the smooth continuation of
management and the achievement of the
company's goal. The succession framework
shall take into account in particular the
findings of the evaluation of the Board of
Directors in order to achieve the required
changes in the composition or skills and
maximize the efficiency and the collective
suitability of the Board of Directors. The
company also has a succession plan for the
CEO. The preparation of a complete
succession plan of the Managing Director is
entrusted to the nominations committee,
which in this case ensures:
• identification of the required quality
characteristics that should be gathered by
the Managing Director,
• continuous monitoring and identification of
potential internal candidates,
•it is advisable to search for possible
external candidates,
• and a dialogue with the CEO regarding the
evaluation of candidates for his position and
other senior management positions (2.3.1,
2.3.3, 2.3.4.)
The non-implementation is due to the nature
of the company, given that the majority
shareholder is the Greek State, which
follows specific staffing criteria.
The contracts of the executive members of
the Board of Directors stipulate that the
Board of Directors may demand the return
For the contracts of the executive members
of the Board of Directors that will arise in the
future, there will be relevant compliance.
\ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
(In thousand euro unless otherwise stated)
64
of all or part of the bonus awarded, due to
breach of contract terms or inaccurate
financial statements of previous years or
generally based on incorrect financial data,
used for its calculation. bonus of this
(2.4.14)
Today there are no contracts, no bonuses,
according to the current remuneration policy.
The Board of Directors collectively, as well
as the Chairman, the Chief Executive
Officer and the other members of the Board
of Directors are evaluated annually for the
effective fulfillment of their duties. At least
every three years this evaluation is
facilitated by an external consultant.
Στη διαδικασία αξιολόγησης προΐσταται ο
Chairman in cooperation with the
nominations committee. The Board of
Directors also evaluates the performance of
its Chairman, a process chaired by the
Nominations Committee (3.3.4, 3.3.5)
The non-implementation is due to the start
time of EKED. The Company is in the
process of compliance.
The nominations committee, based on best
practices, determines the evaluation
parameters and is headed by the following:
• evaluation of the Board of Directors,
• individual evaluations of the Chief
Executive Officer and the Chairman,
• succession plan of the Chief Executive
Officer and the members of the Board of
Directors
• targeted composition profile of the Board
of Directors in relation to the strategy and
the suitability policy of the company (3.3.8)
The non-implementation is due to the nature
of the Company, which has no business
activity.
The Board of Directors, under the guidance
of the nomination committee, takes care of
the annual evaluation of the CEO's
performance. The results of the evaluation
should be communicated to the CEO and
taken into account in determining his
variable remuneration. The company
formulates and implements a program of a)
introductory information after the selection
and at the beginning of the term of the new
members of the Board of Directors and b)
continuous information and training of
members on issues concerning the
company The results of the evaluation of
the Board of Directors are announced and
discussed at Board of Directors and are
taken into account in its work on the
composition, the plan of recruitment of new
members, the development of programs
and other related issues of the Board of
Directors. Following the evaluation, the
Board of Directors takes measures to
address the identified weaknesses (3.3.12,
3.3.13, 3.3.15)
The non-implementation is due to the nature
of the Company, which has no business
activity.
65
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of ADMIE Holding Company S.A.
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of ADMIE Holding Company S.A. (the Company),
which comprise the statement of financial position as of December 31, 2022, the statement of
comprehensive income, the statement of changes in equity and cash flows for the year then ended and a
summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly in all material respects the financial
position of ADMIE (IPTO) Holding S.A as at December 31, 2022 and its financial performance and cash
flows for the year then ended in accordance with International Financial Reporting Standards, as endorsed
by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated in
Greek Law. Our responsibilities under those standards are further described in the “Auditor’s
Responsibilities for the Audit of the Financial Statements” section of our report. We remained independent
of the Company throughout the period of our appointment in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), as
incorporated in Greek Law, together with the ethical requirements that are relevant to the audit of the
financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters and the related risks of material
misstatement, were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the “Auditor’s Responsibilities for the Audit of the
Financial Statements” section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial statements.
\ADMIE HOLDING S.A.
66
Key audit matter
How our audit addressed the key audit matter
Accounting and valuation of the investment in a jointly controlled company
As at December 31, 2022, the carrying amount
of the investment in ADMIE S.A., which is
accounted for under the equity method,
amounts to € 755,368k in the statement of
financial position and comprises the majority of
the Company’s assets.
The management assesses the investment in
ADMIE S.A., in which the Company holds a 51%
interest, as a "jointly controlled entity" under the
provisions of IFRS 11, and measures it using the
equity method, in accordance with IAS 28. The
equity method provides that the investment is
initially measured at cost and the carrying
amount is increased or decreased to record the
investor's share of the profit or loss of the
investee (ADMIE S.A.) after the date of
acquisition. The investment is reduced by
dividend payments from the issuer to the
investor and any impairment losses, which are
determined if there are any relevant indications
of impairment.
This area was assessed as a significant matter
for our audit due to the size of the investment on
the financial statements as a whole and the
amount of income derived from the Company's
participation in the results of the jointly
controlled entity.
Information on the Company's accounting
policies and significant judgements about the
investment in the jointly controlled entity is
provided in notes 2.4, 2.5 and 4 to the financial
statements.
The audit procedures we performed, among others,
are the following:
- We reviewed and evaluated the information and
data used by the management in assessing the
"joint control" and measuring the investment in the
financial statements using the equity method,
applying the guidance provided by IFRS 11 and
IAS 28.
- Based on the audited consolidated financial
statements of ADMIE S.A. for the year ended
December 31, 2022, we recalculated the
Company's share on the profits of the jointly
controlled entity of € 29,684k, which was
recognized in the income statement and of € 286k
recognized in other comprehensive income for the
year ended December 31, 2022.
- We assessed the management's estimation
regarding the identification of any impairment
indicators.
- We assessed the adequacy and appropriateness
of the disclosures in notes 2.4, 2.5 and 4 to the
financial statements.
Other information
Management is responsible for the other information in the Annual Report. The other information, includes the
Board of Directors’ Report, for which reference is also made in section “Report on Other Legal and Regulatory
Requirements”, the Statements of the Members of the Board of Directors and any other information either
required by law or voluntarily incorporated by the Company in its Annual Report prepared in accordance with
Law 3556/2007, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
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 Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with International Financial Reporting Standards as endorsed by the European Union, and for such internal
\ADMIE HOLDING S.A.
67
control as management determines is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The Audit Committee (Law 44 ν.4449/2017) is responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs, as incorporated in Greek Law, will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, as incorporated in Greek Law, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the 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 internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters.
Report on Other Legal and Regulatory Requirements
\ADMIE HOLDING S.A.
68
1. Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report
and Corporate Governance Statement that is included therein, according to the provisions of paragraph 5 article
2 of Law 4336/2015 (part B), we report that:
a) The Board of Directors’ Report includes a Corporate Governance Statement that contains the
information required by article 152 of Law 4548/1920.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the legal
requirements of article 150 and paragraph 1 (c and d) of article 152 of Law 4548/2018 and the content
of the Board of Directors’ report is consistent with the accompanying financial statements for the year
ended December 31, 2022.
c) Based on the knowledge and understanding concerning ADMIE (IPTO) Holding S.A. and its
environment, obtained during our audit, we have not identified information included in the Board of
Directors’ Report that contains a material misstatement.
2. Additional Report to the Audit Committee
Our opinion on the financial statements is consistent with our Additional Report to the Audit Committee of the
Company, in accordance with Article 11 of the EU Regulation 537/2014.
3. Provision of Non-audit Services
We have not provided any prohibited non-audit services per Article 5 of the EU Regulation 537/2014.
Non-audit services provided by us to the Company during the year ended December 31, 2022, are disclosed in
note 25 of the financial statements.
4. Appointment of the Auditor
We were firstly appointed as auditors of the Company by the General Assembly on July 14, 2021. Our
appointment has been renewed annually by virtue of decisions of the annual general meetings of the
shareholders for a continuous period of two years.
5. Rules of Procedure
The Company has in place Rules of Procedure, the context of which is in accordance with the provisions of
article 14 of Law 4706/2020.
6. Reasonable Assurance report on the European Single Electronic Format
We have examined the digital file of the Company prepared in accordance with the European Single Electronic
Format (“ESEF”) as defined in the EU Delegated Regulation 2019/815, as amended by the EU Delegated
Regulation 2020/1989 of the European Commission (hereinafter referred to as “the ESEF Regulation”), which
includes the financial statements of the Company for the year ended December 31, 2022 in XHTML format
(213800CO5OAZT7F4F862-2022-12-31-en.xhtml).
Regulatory Framework
The digital file of the European Single Electronic Format is prepared in accordance with the ESEF Regulation
and the Interpretative Communication of the European Commission 2020/C 379/01 dated 10 November 2020,
as required by Law 3556/2007 and the relevant communications of the Hellenic Capital Market Commission and
the Athens Stock Exchange (hereinafter referred to as the "ESEF Regulatory Framework"). This Framework
provides, among others, that all annual financial reports should be prepared in XHTML format.
\ADMIE HOLDING S.A.
69
The requirements set out in the ESEF Regulatory Framework provide appropriate criteria for us to express a
reasonable assurance conclusion.
Responsibilities of Management and Those Charged With Governance
Management is responsible for the preparation and submission of the financial statements of the Company for
the year ended December 31, 2022, in accordance with the requirements set out in the ESEF Regulatory
Framework, and for such internal control as management determines is necessary to enable the preparation of
the digital files that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to plan and perform this assurance engagement in accordance with the Decision 214/4/11-
02-2022 of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board and the
“Guiding instructions to auditors in connection with their assurance engagement on the European Single
Electronic Format (ESEF) of public issuers in regulated Greek markets”, as issued by the Institute of Certified
Public Accountants of Greece on February 14, 2022 (hereinafter referred to as “ESEF Guiding Instructions”), in
order to obtain reasonable assurance that the financial statements prepared by management in accordance with
ESEF comply, in all material respects, with the ESEF Regulatory Framework.
Our work was performed in accordance with the International Ethics Standards Board for Accountants’ Code of
Ethics for Professional Accountants (IESBA Code), as incorporated in Greek Law, and we have fulfilled our other
ethical independence responsibilities in accordance with Law 4449/2017 and the EU Regulation 537/2014.
The assurance engagement we performed, in accordance with the International Standard on Assurance
Engagements 3000, "Assurance Engagements Other Than an Audit or Review of Historical Financial
Information", is limited to the objectives included in the ESEF Guiding Instructions. Reasonable assurance is a
high level of assurance, but it is not a guarantee that this reasonable assurance engagement will always detect
a material misstatement with respect to non-compliance with the requirements of the ESEF Regulatory
Framework when it exists.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that the financial
statements of the Company for the year ended December 31, 2022, in XHTML file format
(213800CO5OAZT7F4F862-2022-12-31-en.xhtml), have been prepared, in all material respects, in accordance
with the ESEF Regulatory Framework.
Maroussi, April 12, 2023
The Certified Auditor Accountants
Konstantinos Tsekas Andreas Hadjidamianou
SOEL R.N. 19421 SOEL R.N. 61391
\ADMIE HOLDING S.A.
70
Ernst & Young (Hellas) Certified Auditors Accountants S.A.
8B Chimarras St., Maroussi
151 25, Greece
Company SOEL R.N. 107
\ADMIE HOLDING S.A.
71
ADMIE HOLDING COMPANY S.A.
Financial Statements
According to the International Financial Reporting Standards
For the period from 1st January to 31st December 2022
\ADMIE HOLDING S.A.
72
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
73
STATEMENT OF COMPREHENSIVE INCOME FOR PERIOD 01/01/2022 – 31/12/2022
(Amounts in thousand Euro)
Note
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Revenue:
Share of profits in investments accounted for using the equity method
4
29.684
35.391
Other revenue
5
5
5
Total revenue
29.689
35.396
minus: Operating expenses:
Payroll cost
6
318
283
Depreciation
7
17
15
Third party benefits
8
41
36
Third party fees
9
168
172
Tax-duties
11
6
5
Other expenses
10
145
90
Total operating expenses
695
601
Profit before interest and tax
28.994
34.795
Financial expenses
12
(2)
(1)
Financial income
12
133
156
Profit before tax
29.125
34.950
Income tax
22
(30)
-
Net profit for the year
29.095
34.950
Other comprehensive income:
of which income not recycled in P/L, after tax:
Share on profits due to reduction of tax rate of revaluation of fixed assets on
investments accounted for using the equity method
4
-
3.839
Share of actuarial profit / (loss) in associate company accounted using the equity
method
4
286
1.301
Other comprehensive income after tax
286
5.140
Total comprehensive income for the year distributed to the shareholders of the
Company
29.381
40.090
Earnings after tax per share distributed to the shareholders of the Company (€ per
share)
23
0,126
0,151
The notes on pages 77 to 103 form an integral part of the Company's Financial Statements.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
74
STATEMENT OF FINANCIAL POSITION ON 31/12/2022
(Amounts in thousand Euro)
Notes
31/12/2022
31/12/2021
ASSETS
Non-current assets:
Tangible assets
13.1
10
11
Right of use asset
13.2
21
35
Investments accounted for using the equity method
4
755.368
742.694
Total non-current assets
755.399
742.740
Current assets:
Trade receivables
14
12
6
Other receivables
15
271
197
Cash and cash equivalents
16
4.704
4.026
Total current assets
4.987
4.229
Total assets
760.386
746.969
EQUITY AND LIABILITIES
Equity:
Share capital
17
491.840
491.840
Own shares
17
(439)
(224)
Legal reserve
18
5.012
4.175
Other reserves
18
135.316
135.030
Retained earnings
128.519
116.061
Total equity
760.248
746.882
Non-current liabilities:
Long-term lease liabilities
19
11
21
Total non-current liabilities
11
21
Current liabilities:
Trade and other payables
20
117
52
Short-term lease liabilities
19
10
14
Total current liabilities
127
66
Total equity and liabilities
760.386
746.969
The notes on pages 77 to 103 form an integral part of the Company's Financial Statements.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
75
STATEMENT OF CASH FLOW 01/01/2022 – 31/12/2022
(Amounts in thousand Euro)
Note
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Cash flows from operating activities
Profit before tax
29.125
34.950
Adjustments for:
Depreciation and amortization
7
18
16
Share of profits in investments accounted using the equity method
4
(29.684)
(35.391)
Interest income
12
(133)
(157)
Profit from finance lease termination
1
-
Interest expense
12
2
1
Operating profit before working capital changes
(671)
(581)
(Increase)/decrease in:
Trade receivables
(6)
(2)
Other receivables
15
14
70
Trade payables
33
(25)
Other liabilities and accrued expenses
-
(3)
Net cash flows from operating activities
(630)
(541)
Cash flow from investing activities
Dividend received from IPTO S.A
17.296
21.458
Interest received from deposit in Bank of Greece
45
61
Purchases of current and non-current assets
(2)
(3)
Net cash flows from investing activities
17.339
21.516
Cash flows from financing activities
Own shares acquisition
(215)
-
Dividend paid
-
(4.153)
Interim dividend paid
26
(15.800)
(19.813)
Interest paid
12
(2)
(1)
Finance lease capital paid
(14)
(9)
Net cash flows from financing activities
(16.031)
(23.976)
Net increase/decrease in cash and cash equivalents
678
(3.001)
Cash and cash equivalents, opening balance
4.026
7.026
Cash and cash equivalents, closing balance
4.704
4.026
The notes on pages 77 to 103 form an integral part of the Company's Financial Statements.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
76
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2022
(Amounts in thousand Euro)
Share capital
Own shares
Legal reserve
Other reserves
Retained earnings
Total equity
Balance as at 01/01/2021
491.840
(224)
3.124
129.890
106.128
730.758
Net profit for the year
-
-
-
-
34.950
34.950
Οther comprehensive income after tax
-
-
-
5.140
-
5.140
Total other comprehensive income
-
-
-
5.140
34.950
40.090
Statutory reserve (note 18)
-
-
1.051
-
(1.051)
-
Dividend distribution
-
-
-
-
(4.153)
(4.153)
Interim Dividend
-
-
-
-
(19.813)
(19.813)
Balance as at 31/12/2021
491.840
(224)
4.175
135.030
116.061
746.882
Balance as at 01/01/2022
491.840
(224)
4.175
135.030
116.061
746.882
Net profit for the year
-
-
-
29.095
29.095
Other comprehensive income after tax
-
-
-
286
-
286
Total comprehensive income
-
-
-
286
29.095
29.381
Statutory reserve (note 18)
-
-
837
-
(837)
-
Dividend distribution (note 26)
-
-
-
-
(15.800)
(15.800)
Own shares acquisition (note 17)
-
(215)
-
-
-
(215)
Balance as at 31/12/2022
491.840
(439)
5.012
135.316
128.519
760.248
The notes on pages 77 to 103 form an integral part of the Company's Financial Statements.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
77
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
78
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
79
1. ESTABLISHMENT, ORGANISATION AND OPERATION OF THE COMPANY
The Company has the name "ADMIE HOLDING SOCIETE ANONYME" ("the Company") and the distinctive title "ADMIE
HOLDING S.A." is registered in the General Commercial Registry (G.E.MI.) with registration number 141287501000. The
duration of the Company is set at thirty (30) years.
The headquarters of the Company are located at 89 Dyrachiou Street, Athens.
The Company is supervised in respect of its compliance with the law by the Hellenic Capital Market Commission and the
corporate governance rules. It is furthermore supervised by the Ministry of Economy and Development regarding
compliance with Law 4548/2018 and by the Athens Stock Exchange as a listed company.
In the framework of the implementation of the full ownership unbundling of "Independent Power Transmission
Operator" (hereinafter referred as "IPTO") from "Public Power Corporation SA" (hereinafter referred as "PPC") pursuant
to Law 4389/2016 (Government Gazette A 94 / 27.05.2016), as amended and in force, by decision of the Extraordinary
General Meeting of 17/01/2017 of PPC, the following were decided: a) the establishment of the Company, b) the
contribution of IPTO shares to the Company, held by PPC and representing 51% of IPTO’s share capital, and c) the
reduction of PPC's share capital with a return in kind to PPC shareholders of the total (100%) of Company's shares.
The transfer of IPTO’s shares from PPC to the Company, took place on 31/03/2017. (Νote 14). Therefore, the Company
becomes a shareholder of 51% of IPTO S.A and the participation is recognized with the equity method as a Joint Venture
according to IFRS 11 - "Joint Arrangements" (Note 2.4)
The Company's purpose includes the following:
• promotion of IPTO’s project, through its participation in the appointment of its key management executives,
• cooperation with the Strategic Investor,
• communication of IPTO’s operations to the shareholders and investors.
In the above context, the Company’s purpose includes, among others, the following:
• the exercise of rights resulting from the aforementioned participation and the participation in legal entities’
operation,
• the development and pursuit of any other investment activity in Greece or abroad,
• any other action or operation that is relevant or promotes the above purpose.
The Company's shares are traded on the Athens Stock Exchange. The date of the Company’s listing on the Athens Stock
Exchange is 19/06/2017.
On the date of approval of the financial statements for the year ended 31 December 2022, the significant direct or
indirect holdings within the meaning of articles 9 to 11 of Law 3556/2007 are:
• Public Holding Company IPTO SA with 51,12% (118.605.114 shares)
• Other shareholders with a percentage of 48,79% (113.178.886 shares).
• Own shares with a rate of 0,09% (216,000 shares)
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
80
The financial statements of the non-listed jointly controlled IPTO SA are published on the company's website:
www.admie.gr in the section "Financial Statements of ADMIE Group" at the electronic address:
http://www.admieholding.gr.
The present annual financial statements approved by the Board of Directors on 12 April 2023 are published on the
company's website: www.admieholding.gr.
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND MAIN ACCOUNTING PRINCIPLES
2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
2.1.1 STATEMENT OF COMPLIANCE
The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS),
as issued by the International Accounting Standards Board (IASB) and their relevant Interpretations, as issued by the IFRS
Interpretations Committee of the IASB and adopted by the European Union (EU) and are mandatory for years starting as
of January 1st, 2022.
2.1.2 APPROVAL OF THE FINANCIAL STATEMENTS
The Board of Directors approved the financial statements of year 2022 on April 12th, 2023. The financial statements are
subject to approval by the Annual General Meeting of the Shareholders.
2.1.3 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The accompanying financial statements have been prepared under the historical cost principle, except for fixed assets
which are adjusted to fair value at a regular base and the going concern principle.
The investment in IPTO S.A. apart from its initial recognition at historical cost, is accounted using the equity method.
The financial statements are presented in thousands of Euros and all values are rounded to the nearest thousand unless
otherwise stated. Any differences that may be noticed in the tables are due to roundings.
2.2 GOING CONCERN BASIS
The annual financial statements of the Company for the year ended 31 December 2022 have been prepared in accordance
with the International Financial Reporting Standards ("IFRS") and fairly present the financial position, results and cash
flows of the company based on the going concern principle.
RISK OF MACROECONOMIC AND BUSINESS ENVIRONMENT IN GREECE
The energy crisis following Russia's invasion of Ukraine led to a significant increase in energy prices, an increase in food
prices, as well as an adjustment of monetary policy in a more restrictive direction, which are expected to lead to a slower
growth rate in 2023, close to 1,5%. However, the effective use of the resources of the long-term budget of the EU 2021-
2027 and the European recovery instrument NextGenerationEU can mitigate the negative effects of the energy crisis and
the tightening of monetary policy on the economy, leading in the medium term to growth rates close to 3% in 2024 and
2025.
In particular, investment is expected to grow at a very high rate throughout the period 2023-2025, 10% on average,
supported by the maintenance of sufficient liquidity in the banking sector and by the utilization of available European
resources. In the coming years, Greece will receive support of around € 40 billion from the EU long-term budget 2021-
2027 and €30 billion from the Recovery and Resilience Mechanism until 2026. These resources are expected to attract
additional private capital. At the same time, the attraction of increased foreign direct and indirect investments is
expected.
Exports of goods have shown resilience during the pandemic. After increasing by 13,8% in 2021, it is estimated that in
2022 and 2023 they have continued and continue to increase, albeit at a much softer pace, due to the expected decline
in economic activity and the deterioration of the outlook in the euro area and the global economy. Services exports are
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
81
estimated to have recovered significantly in 2022 and will continue to move upwards in the following years. At the same
time, however, imports are expected to rise throughout the period 2023-2025, as a result of the stimulation of domestic
demand, especially investments.
The gradual de-escalation of unemployment and the increase in the number of employed persons is expected to continue
in the period 2023-2025, as a result of economic growth, which will be supported by the implementation of the National
Recovery and Resilience Plan.
Inflation, based on the Harmonized Index of Consumer Prices, was formed, as in the rest of the eurozone, at a particularly
high level in 2022, namely at 9,3%, mainly due to the upward trend in the prices of energy goods, but also the revaluations
in food items . A gradual de-escalation is expected for 2023 and 2024, to 5,8% and 3,6% respectively, mainly due to the
expected decline in energy prices and the negative effect of the comparison base. Core inflation, i.e. inflation that
excludes changes in food and energy prices, stood at 4,6% in 2022 and is estimated to remain similarly high in 2023, due
to the incorporation of strong inflationary pressures from components of non-energy industrial goods and services.
In this environment and context, the absolute orientation of the economic and especially the fiscal policy towards the
acquisition of investment grade for the bonds of the Greek State is a national goal, as its achievement will have beneficial
effects in all sectors of the Greek economy. The Greek economy is now very close to this goal. The developments in the
energy sector and the wider macroeconomic effects are expected to further increase the risks of inflation, however the
activities of the Company and the IPTO Group are not expected to be affected by the above changes in the
macroeconomic environment.
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS
The accounting policies followed by the Company for the preparation of the annual financial statements are applied
consistently, after considering the new standards, the following amendments to standards and interpretations, which
were issued and are mandatory for annual accounting periods beginning on January 1st. 2022 or later.
ADOPTION OF NEW AND REVISED International STANDARDS
Specific new standards, standard amendments and interpretations have been issued, which are required for accounting
periods beginning on or after 1 January 2022. The Company's assessment of the impact of the implementation of these
new standards, modifications and interpretations is set out below.
Unless otherwise stated, the other amendments and interpretations that apply for the first time in the year 2021, have
no effect on the financial statements of the company. The company did not prematurely adopt standards, interpretations
or modifications issued by Interpretation Committee of the IASB and adopted by the European Union but do not have
mandatory application in the year 2022:
Standards and Interpretations for the current financial year 2022
IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and
Contingent Assets as well as Annual Improvements 2018-2020 (Amendments)
The amendments are effective for annual periods beginning on or after January 1st, 2022 with earlier application
permitted. The IASB has issued narrow-scope amendments to the IFRS Standards as follows:
➢ IFRS 3 Business Combinations: amendments update a reference in IFRS 3 to the previous version of the IASB’s
Conceptual Framework for Financial Reporting to the current version issued in 2018 without significantly
changing the accounting requirements for business combinations
➢ IAS 16 Property, Plant and Equipment: amendments prohibit a company from deducting from the cost of
property, plant and equipment any proceeds from the sale of items produced while bringing the asset to the
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
82
location and condition necessary for it be capable of operating in the manner intended by management. Instead,
a company recognizes such sales proceeds and related cost in profit or loss
➢ IAS 37 Provisions, Contingent Liabilities and Contingent Assets: amendments specify which costs a company
includes in determining the cost of fulfilling a contract for the purpose of assessing whether a contract is
onerous. The amendments clarify, the costs that relate directly to a contract to provide goods or services include
both incremental costs and an allocation of costs directly related to the contract activities
➢ Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International
Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples
accompanying IFRS 16 Leases
The amendments do not have an impact on the Financial Statements of the Company.
IFRS 16 Leases-Cοvid 19 Related Rent Concessions beyond June 30th,2021 (Amendment)
The Amendment applies to annual reporting periods beginning on or after April 1
st
, 2021, with earlier application
permitted, including in financial statements not yet authorized for issue at the date the amendment is issued. In March
2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying
the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic.
Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease
payments affects only payments originally due on or before June 30
th
, 2022, provided the other conditions for applying
the practical expedient are met.
The amendment does not have an impact on the Financial Statements of the Company.
Standards issued but not yet effective and not early adopted by the Company
IFRS 17: Insurance Contracts
The standard is effective for annual periods beginning on or after January 1
st
, 2023 with earlier application permitted,
provided the entity also applies IFRS 9 Financial Instruments on or before the date it first applies IFRS 17. This is a
comprehensive new accounting standard for insurance contracts, covering recognition and measurement, presentation
and disclosure. IFRS 17 applies to all types of insurance contracts issued, as well as to certain guarantees and financial
instruments with discretional participation contracts.
The Company does not issue contracts in scope of IFRS 17.
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
(Amendments)
The Amendments are effective for annual periods beginning on or after January 1
st
, 2023 with earlier application
permitted. The amendments provide guidance on the application of materiality judgements to accounting policy
disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose ‘significant’ accounting policies
with a requirement to disclose ‘material’ accounting policies. Also, guidance and illustrative examples are added in the
Practice Statement to assist in the application of the materiality concept when making judgements about accounting
policy disclosures.
The Management of the Company assesses whether the amendment has any impact on the Financial Statements of the
Company.
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
(Amendments)
The amendments become effective for annual reporting periods beginning on or after January 1
st
, 2023 with earlier
application permitted and apply to changes in accounting policies and changes in accounting estimates that occur on or
after the start of that period. The amendments introduce a new definition of accounting estimates, defined as monetary
amounts in financial statements that are subject to measurement uncertainty, if they do not result from a correction of
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
83
prior period error. Also, the amendments clarify what changes in accounting estimates are and how these differ from
changes in accounting policies and corrections of errors.
The Management of the Company assesses whether the amendment has any impact on the Financial Statements of the
Company.
IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments)
The amendments are effective for annual periods beginning on or after January 1
st
, 2023 with earlier application
permitted. The amendments narrow the scope of and provide further clarity on the initial recognition exception under
IAS 12 and specify how companies should account for deferred tax related to assets and liabilities arising from a single
transaction, such as leases and decommissioning obligations. The amendments clarify that where payments that settle a
liability are deductible for tax purposes, it is a matter of judgement, having considered the applicable tax law, whether
such deductions are attributable for tax purposes to the liability or to the related asset component. Under the
amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal
taxable and deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or
decommissioning liability and decommissioning asset component) give rise to taxable and deductible temporary
differences that are not equal.
The Management of the Company assesses whether the amendment has any impact on the Financial Statements of the
Company.
IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1
st
, 2024, with earlier
application permitted, and will need to be applied retrospectively in accordance with IAS 8. The objective of the
amendments is to clarify the principles in IAS 1 for the classification of liabilities as either current or non-current. The
amendments clarify the meaning of a right to defer settlement, the requirement for this right to exist at the end of the
reporting period, that management intent does not affect current or non-current classification, that options by the
counterparty that could result in settlement by the transfer of the entity’s own equity instruments do not affect current
or non-current classification. Also, the amendments specify that only covenants with which an entity must comply on or
before the reporting date will affect a liability’s classification. Additional disclosures are also required for non-current
liabilities arising from loan arrangements that are subject to covenants to be complied with within twelve months after
the reporting period. The amendments have not yet been endorsed by the EU.
The Management and the Company assesses whether the amendment has any impact on the Financial Statements of the
Company.
IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments)
The amendments are effective for annual reporting periods beginning on or after January 1
st
, 2024, with earlier
application permitted. The amendments are intended to improve the requirements that a seller-lessee uses in measuring
the lease liability arising in a sale and leaseback transaction in IFRS 16, while it does not change the accounting for leases
unrelated to sale and leaseback transactions. In particular, the seller-lessee determines ‘lease payments’ or ‘revised lease
payments’ in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right
of use it retains. Applying these requirements does not prevent the seller-lessee from recognising, in profit or loss, any
gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendment retrospectively in
accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application, being the
beginning of the annual reporting period in which an entity first applied IFRS 16. The amendments have not yet been
endorsed by the EU.
This amendment is not expected to have an impact on the Financial Statements of the Company.
Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures:
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
84
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in
dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main
consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether
it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not
constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective
date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting.
The amendments have not yet been endorsed by the EU.
This amendment is not expected to have an impact on the Financial Statements of the Company.
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND CRISIS OF ADMINISTRATION
The preparation of the financial information requires the Management to make estimates, judgments and assumptions
that affect the balances of the assets and liabilities accounts, the disclosure of any receivables and liabilities at the
reporting date, as well as the income and expenses presented during the examination. use. Management estimates and
judgments are reviewed annually. Actual results may differ from these estimates and judgments.
The most important judgments and estimates regarding events, the development of which could substantially change
the items of the Financial Information, are the following:
Joint control of IPTO SA
A Joint Venture is a joint agreement under which the parties having joint control of the entity have rights to the equity of
the Joint Venture. Based on the International Financial Reporting Standard (IFRS) 11 - "Joint agreements", joint control
exists when under a contract, decisions on the direction of significant activities of a Company require the unanimous
consent of the parties exercising joint control.
The factors considered for the evaluation of the joint audit are similar to those evaluated during the evaluation process
of an affiliate. Specifically, IFRS 10- "Consolidated Financial Statements" stipulates that an investor controls a company
when he can direct the significant activities of the Company. This happens when the investor has all the following:
• power over the Company
• exposure or rights to variable returns from its participation in the company
• the ability to exercise its power over the Company to influence the amount of its returns.
The relations, the rights of the shareholders of IPTO and the manner of exercising these rights, are determined by the
IPTO Shareholders Agreement in accordance with Law 4389. The main points that determine the exercise of control over
the important activities of IPTO are summarized below:
Composition and decision making of the Board of Directors ("BoD"):
The Board IPTO consists of nine (9) members, which are defined as follows:
• three (3) members are nominated by ADMIE Holding SA,
• three (3) members are nominated by «STATE GRID EUROPE LIMITED» ("SGEL"),
• two (2) members are nominated by "DES IPTO SA",
• one (1) member is nominated by IPTO staff
For the usual quorum of the Board. IPTO requires the presence of five (5) members, with the mandatory participation of
at least one (1) Consultant nominated by SGEL and an increased quorum of seven (7) members and a majority that
includes at least one (1) member nominated by the Company and one (1) a member nominated by SGEL, to take on
matters of major importance for the operation and promotion of IPTO, such as the approval of business plans and
budgets, the provision of important data, the receipt and granting of significant loans and guarantees , the remuneration
of the members of the Board of Directors, the increase of the share capital and the conclusion of convertible bond loans
and others.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
85
Appointment of key executives:
Managing Director: The Company appoints and terminates the Managing Director of IPTO, with the prior written consent
of SGEL. In case of disagreement of SGEL, the Company nominates three (3) additional candidates in SGEL, to select one
within seven (7) days, otherwise IPTO conducts an auction of a maximum duration of seven (7) days for the appointment
of a Special Recruitment Consultant. for that reason. The Special Recruitment Advisor submits to the Company and SGEL
a list of five (5) additional candidates and each reject two (2) candidates in successive rounds, until there is one left, who
is appointed CEO of IPTO A. Ε. The CEO's remuneration is determined based on the relevant market practice.
Deputy Chief Executive Officer, Chief Financial Officer (CFO) and Deputy Chief Financial Officer: In the event that the
appointment of the Chief Executive Officer does not occur through the assistance of the aforementioned Special
Recruitment Officer, the Deputy Chief Executive Officer and the Chief Executive Officer are appointed. In this case, the
Company appoints the Deputy CFO. Otherwise (ie, the appointment of a CEO after being assigned to a Special Recruitment
Advisor, as mentioned above), the Deputy Chief Executive Officer and the Chief Financial Officer are nominated by the
Company, while SGEL appoints the Deputy Chief Financial Officer. The Company appoints and terminates the Managing
Director of IPTO, with the prior written consent of SGEL, while the Deputy Chief Executive Officer and the Chief Financial
Officer are nominated by SGEL. In cases of disagreement regarding the person of the Chief Executive Officer, he is
appointed with the assistance of an external recruitment consultant and the Company nominates the Deputy Chief
Executive Officer and the Chief Financial Officer.
Special issues of the General Assembly ("General Meeting"): An increased quorum of at least 80% of the paid-up share
capital and a majority of 80% of the shareholders present is required for the decision of the General Meeting. on several
issues of major importance such as e.g. the increase or decrease of the share capital and the issuance of a convertible
bond loan, the modification of the articles of association or the special issues of the BoD. and the General Meeting, for
which increased quorum and majority percentages are required, the dissolution, liquidation, appointment of a manager
or liquidator, the merger, division or other corporate transformation, the modification of the shareholders' rights and
others.
Consent and resolve cases of inability to make decisions: Procedures and commitments are provided to ensure a sound
decision-making process with the consent of both the Company and SGEL.
Based on the above, the Company's management has concluded that the investment in IPTO SA is accounted for using
the equity method, considering the provisions of IFRS 11 - "Mutual agreements.
Indications of Impairment of participation in IPTO SA
The management of the Company assesses at each reporting date the existence or not of indications of impairment of
the participation in the company IPTO SA and if such indications are found, the participation is checked for impairment.
Also, the Management re-evaluates the value of the participation in the company IPTO SA, in case of impairment of the
value of its assets (Electricity Transmission System).
If there is evidence of impairment, it calculates the recoverable amount of the holding as the higher of fair value and
value in use. The main assumptions used by the Management in the context of estimating the recoverable amount of its
participation relate to future flows and performance, based on the business plans of the company that is audited for
impairment (IPTO SA), at their growth rate over time. in the future working capital as well as in the discount rate.
For the reporting date 31/12/2022, the Management does not consider that there are indications of impairment of the
participation, as the affiliated company IPTO SA. continues to show profitable results, its investment plan is developing
smoothly and there are no signs of impairment of the electricity transmission network.
2.5. BASIC ACCOUNTING POLICIES
Conversion of foreign currencies
The operating and presentation currency is the Euro. Transactions in other currencies are translated into Euros using the
exchange rates prevailing at the dates of the transactions. Foreign currency receivables and liabilities at the date of
preparation of the financial statements are adjusted to reflect the current exchange rates at the date of preparation of
the financial statements. Gains or losses arising from these adjustments are included in other expenses in the income
statement.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
86
Tangible assets
Property, plant, and equipment include furniture and other equipment and are initially recognized at cost, which includes
all costs directly attributable to their acquisition or construction until they are ready for use as intended by Management.
After initial recognition, property, plant and equipment are stated at historical cost less accumulated amortization and
impairment. Their depreciation is calculated based on the fixed depreciation method and within five years of use.
In particular, the affiliated company IPTO SA owns tangible assets, which, among other things, include real estate and
machinery. Such property, plant and equipment are subsequently measured at fair value less accumulated depreciation
and amortization. Fair value estimates are performed periodically by independent appraisers (every three to five years)
using the level three assumptions of IFRS 13 and the residual replacement cost method, in order to ensure that the fair
value does not differ materially. from the unamortized balance.
If the carrying amount of an asset increases because of an adjustment, the increase is credited to a reserve in other
comprehensive income, net of deferred income taxes. However, an increase due to revaluation is recognized in profit or
loss to the extent that it reverses a previous devaluation of the same asset that was previously recognized in profit or
loss.
If the carrying amount of an asset decreases because of an adjustment, the decrease shall be recognized in profit or loss.
However, the reduction will be charged directly to the reserve in other comprehensive income, net of deferred income
taxes, to the extent that there is a credit balance in the revaluation surplus relating to this asset.
At the date of revaluation, the accumulated depreciation is offset against its pre-depreciation book value and the net
amounts are adjusted according to the adjusted amounts. Upon the revaluation of a revalued tangible fixed asset, the
corresponding portion of the recognized goodwill is transferred from the reserve to the income statement.
Repairs and maintenance are recorded at the expense of the year in which they are performed. Subsequent costs are
capitalized if the criteria for their recognition as assets are met and increase in value. For all assets that are withdrawn,
the acquisition value and their related depreciation are written off at the time of sale or withdrawal. Any gain or loss
arising from the write-off of an asset is included in the income statement.
Intangible assets
Intangible assets include software programs. Software programs are valued at acquisition cost less accumulated
depreciation and impairment. In case of withdrawal or sale, the acquisition value and depreciation are written off. Any
gain or loss arising from the write-off is included in the income statement. The depreciation of the software is calculated
based on the fixed depreciation method and within a period of five years.
Impairment of non-financial assets
The Company at each date of preparation of financial statements, assesses the existence or not of impairment of its
assets. These indications are mainly related to the loss of value of the asset in a larger amount than expected changes in
the market, technology, legal status, physical condition of the asset and change in use. In case there are indications, the
Company calculates the recoverable amount of the asset. The recoverable amount of an asset is defined as the higher of
the fair value of the asset or its cash-generating unit (after deducting disposal costs) and its value in use.
Recoverable amount is determined at the individual asset level, unless that asset generates cash inflows that are
independent of those of other assets or group of assets. When the carrying amount of an asset exceeds its recoverable
amount, it is deemed to have been impaired and adjusted for its recoverable amount. The value in use is calculated as
the present value of the estimated future cash flows using a pre-tax discount rate, which reflects current estimates of the
time value of money and the risks associated with the asset. The fair value of the sale (after deduction of disposal costs)
is determined based on the price of the asset in an active market and if it does not exist, by applying a valuation model.
Impairment losses are recognized in profit or loss. Each reporting date examines whether any impairment losses
previously recognized are present or have been reduced. If such indications exist, the recoverable amount of the asset is
redefined. Impairment losses recognized in the past are reversed only if there are changes in the estimates used to
determine the recoverable amount since the recognition of the last impairment loss.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
87
The increased balance of the asset resulting from the reversal of the impairment loss may not exceed the balance that
would have been determined (less depreciation) if the impairment loss had not been recognized previously. The reversal
of the impairment is recognized in profit or loss unless the asset is valued at fair value, in which case the reversal is treated
as an increase in the already recognized goodwill and after the reversal, the depreciation of the asset is adjusted to the
revised balance (less the residual value) to be divided equally in the future on the basis of the remaining useful life of the
asset.
Financial assets and liabilities
Financial assets are governed by the provisions of IFRS 9, according to which, at initial recognition, a financial asset is
classified as:
• at amortized cost
• at fair value through profit or loss (for other comprehensive income). at fair value)
• at fair value through statement of comprehensive income (for debt investments)
• at fair value through profit or loss based on:
a) the Group's business model for managing financial assets, and
b) the typical contractual cash flows of the financial asset.
Impairment of Financial Assets
For the impairment of financial assets, IFRS 9 introduces the "expected loss against credit risk" model and replaces the
"realized loss" model of IAS 39. The method for determining the impairment loss of IFRS 9 applies Assets that are classified
as amortized cost, contract assets and debt investments at fair value through other comprehensive income, but not
investments in equity.
Financial assets valued at amortized cost
Financial assets at amortized cost consist of trade and other receivables, cash and cash equivalents. Losses are measured
on one of the following: arise from events that occur throughout the life of the financial instrument),
• 12 months expected credit losses (these expected losses may arise as a result of default events within 12 months from
the reporting date),
• expected life credit losses (these expected losses may arise from events that occur duration of the financial instrument),
• credit life losses (when there are objective circumstances that the asset is credit impaired)
Measurement of expected credit losses
Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured at the present
value (using the effective interest method) of the cash deficit, ie the present value of the difference between the cash
flows that the Company would receive and the cash flows it expects to receive.Presentation of impairment
Impairment losses on financial assets that are measured at amortized cost are deducted from the carrying amount of the
assets.
Derecogniton of financial assets
Financial assets (or part of a financial asset or part of a group of financial assets) are derecognised when:
1. expire the contractual rights to the cash flows of the financial asset
2. transfer the financial asset and the transfer meets the terms of the derecognition template.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
88
Cash and cash equivalents
Cash and cash equivalents include time deposits and other highly liquid investments with an initial maturity of less than
three months.
Offsetting financial of financial assets and liabilities
Financial assets and liabilities are offset and the net amount shown in the Statement of Financial Position only when the
Company has the legal right to do so and intends to offset them on a net basis against each other or claim the asset and
settle the liability at the same time.
Interest-bearing loans and credits
Loans and credits are initially recognized at cost, which reflects the fair value of the consideration less costs incurred in
concluding the relevant loan agreements. They are subsequently measured at amortized cost using the effective interest
method. For the calculation of amortized costs, all types of loan and credit expenses are taken into account.
Provisions for risks and expenses, contingent liabilities and contingent receivables
Provisions are recognized when the Company has present legal, contractual or presumptive liabilities as a result of past
events, it is possible to settle them through outflows of funds and the estimate of the exact amount of the liability can
be made reliably.
Provisions are reviewed at the date of preparation of the financial statements and are adjusted to reflect the present
value of the expenditure that is expected to be required to settle the liability. Contingent liabilities are not recognized in
the financial statements but are disclosed, unless the likelihood of an outflow of resources embodying financial benefits
is minimal. Contingent assets are not recognized in the financial statements but are disclosed if an outflow of financial
benefits is probable.
Provision of staff compensation
(a) Post-employment benefits
Post-employment benefits include defined contribution plans. The payments are determined by the respective Greek
legislation and the regulations of the funds.
Defined contribution plan is a retirement plan under which the Company makes defined payments to a separate legal
entity. The Company has no legal obligation to pay additional contributions if the fund does not have sufficient assets to
pay all employees the benefits related to their service in the present and previous periods.
For defined contribution plans, the Company pays contributions to public insurance funds on a mandatory basis. The
Company has no other obligation once it has paid its contributions. Contributions are recognized as staff costs whenever
a debt arises. Prepaid contributions are recognized as an asset if there is a possibility of a refund or set-off with future
debts.
Based on IAS 19, the liability recorded in the statement of financial position for defined benefit plans is the present value
of the liability for the defined benefit at the reporting date. The defined benefit obligation is calculated annually by an
independent actuary using the projected unit credit method. The present value of the defined benefit obligation is
calculated by discounting the future cash outflows with a discount rate of the interest rate of long-term, highly rated
European corporate bonds.
Actuarial gains or losses resulting from empirical adjustments and changes in actuarial assumptions are debited or
credited to other comprehensive income in the year in which they arise. The Company recognizes the ratio of actuarial
gains / losses from its participation in IPTO through the Statement of Other Income.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
89
The Committee for the Interpretation of International Financial Reporting Standards (IASB), answering a question
regarding the framework of application of the provisions of article 8 of L.3198 / 1955 regarding the way of recognizing
the provision of compensation due to retirement, issued a final decision according to which The company distributes the
retirement benefits of the staff per year of service to the employees, during the period of the last 16 years before the
employees leave the service, according to the establishment conditions for receiving a full pension. This period is the
reasonable basis for the formation of the relevant provision (as defined in the next paragraph) as beyond this period their
retirement benefits are not substantially increased.
(b) Termination benefits
Termination benefits are paid when employees leave before the retirement date. The Company registers these benefits
when it is committed. Termination benefits due 12 months after the reporting date are discounted to their present value.
Income tax (current and deferred)
Current income tax
The expense for current income tax includes the income tax that arises on the basis of the Company's profits, as
reformulated in the tax returns, as well as provisions for additional taxes and surcharges for unaudited fiscal years and is
calculated according to the statutory or statutory date of preparation of the Financial Position.
Deferred income tax
Deferred income tax is calculated using the liability method in all temporary differences at the date of preparation of the
financial statements between the tax base and the carrying amount of the assets and liabilities.
Deferred tax liabilities are recognized for all taxable temporary differences unless the liability for deferred income tax
arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not
a corporation. transaction does not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities are recognized for all deductible temporary differences and carried forward tax receivables and
tax losses, to the extent that it is probable that taxable profit will be available which will be used against deductible
temporary differences and transferable unused and transferable unused. A deferred tax asset is not recognized if it arises
from the initial recognition of an asset or liability in a transaction that is not a merger and at the time of the transaction
does not affect either the accounting profit or the taxable profit or loss.
Deferred tax liabilities are revalued at each date of preparation of the Financial Statement and are reduced to the extent
that it is unlikely that there will be sufficient taxable profits against which part or all of the deferred income tax receivables
can be used. Deferred tax liabilities and liabilities are calculated based on the tax rates that are expected to be effective
in the year in which the claim is recovered or the liability settled and are based on the tax rates (and tax laws) in force or
enacted in date of preparation of the Financial Position. Income tax related to items that are recognized directly in other
comprehensive income is recognized directly in other comprehensive income and not in the income statement.
Revenue recognition
Revenue is recognized to the extent that it is probable that the financial benefits will flow to the Company and the
relevant amounts can be measured reliably.
The income from the Company's participation in the Independent Electricity Transmission Operator (IPTO SA) is
accounted for in the fiscal year after being approved by the competent body.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
90
Interest income
Interest income is recognized on an accrual basis.
Revenue from the provision of services
Revenue from the provision of services is recognized in the income statement in the period in which they were provided.
Leases
The Company as a lessee
Pursuant to IFRS 16, the classification of leases into operating leases and financial leases is abolished for the lessee and
all leases are recognized in accounting as "Financial Position" items, through the recognition of a "right to use" assets and
a "lease obligation", except for short-term leases (defined as leases with a lease term of 12 months or less) and leases
whose underlying asset is of low value (ie less than € 5.000). For these leases, the Company recognizes the leases as
operating expenses using the straight-line method against the term of the lease. The Company recognizes leases relating
to these leases as operating expenses in the income statement.
Recognition and initial measurement of the right to use the asset
At the beginning of a lease term the Company recognizes a right to use the asset and a lease liability by measuring the
right to use the asset at cost.
The cost of the right to use the asset includes the amount of the initial measurement of the lease liability, any lease
payments made before or at the start date of the lease term, less the lease incentives received, the initial direct costs
borne by the lessee , and an estimate of the costs that will be borne by the Company during the dismantling and removal
of the leased asset, the restoration of the premises where the leased asset is located or the restoration of the asset as
required by the terms and conditions of the lease. The Company assumes the obligation for these expenses either at the
date of the beginning of the lease period or because of the use of the leased assets during a specific period. The right to
use an asset is included in the line Right to use the Statement of Financial Position and the lease obligation is included in
the lines Long-term lease liabilities and Short-term part of lease liabilities.
Initial measurement of the lease liability
At the commencement date of the lease term, the Company measures the lease liability at the present value of the
outstanding rent payments on that date. When the implicit borrowing rate of the lease can be properly determined, then
rent payments will be discounted using this interest rate. Otherwise, the incremental borrowing rate of the Company is
used.
At the effective date of the lease term, lease payments included in the measurement of the lease liability include the
following payments for the right to use the asset during the lease term, if they have not been paid at the effective date
of the lease term:
(a) fixed payments less any lease receivables.
(b) any variable lease payments subject to future changes in indices or interest rates, which are initially measured using
the index price or interest rate at the effective date of the lease.
(c) the amounts expected to be paid by the Company as residual value guarantees; The lease term reflects the exercise
of the Company's right to terminate the lease.
(d) the exercise price of the purchase right if it is substantially certain that the Company will exercise the right, and
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
91
e) the payment of penalties for termination of the lease, if the lease period reflects the exercise of the Company's right
to terminate the lease.
Subsequent measurement
Subsequent measurement of the right to use the asset
After the start date of the lease period, the Company measures the right to use the asset with the cost model:
(a) less any accumulated depreciation and accumulated impairment losses, and
(b) adjusted for any subsequent measurement of the lease liability.
The Company applies the requirements of IAS 16 regarding the amortization of the right to use an asset, which it examines
for any impairment.
Subsequent measurement of the lease obligation
After the commencement date of the lease term, the Company measures the lease liability as follows:
(a) increasing the carrying amount to reflect the financial cost of the lease
(b) reducing the carrying amount to reflect the leases paid; and
(c) re-measuring the carrying amount to reflect any revaluation or modification of the lease.
The financial cost of a lease liability is apportioned over the lease term in such a way as to result in a fixed periodic interest
rate on the outstanding balance of the liability.
Participation in affiliated companies
The participation in IPTO was initially recognized at its fair value at the date of acquisition of shares, ie on 31/03/2017,
for an amount of 491.770.000 Euros based on a valuation by the auditing company "Deloitte" which was accepted by the
Management and has published according to article 17 par. 4 and 8, in combination with article 13 of law 4548/2018,
which is the subject of a contribution in kind from PPC to the Company, with equal recognition of share capital.
Subsequently, the equity is accounted for using the equity method as a Joint Venture within the meaning of IFRS 11 -
"Mutual Agreements", with the Company recognizing in its results and other comprehensive income its ratio (51%) to net
profits and other total income of the participation, respectively. As the tangible fixed assets of IPTO SA presented at
adjusted (fair values), the difference between the fair value and the carrying amount of the equity at initial recognition is
not allocated to equity assets and is therefore not amortized but is tested for impairment in the investment.
In summary, the initial recognition of participation was calculated as follows:
Fair value of participation in IPTO
491.770
Book value of IPTO’s equity as of 31/03/2017
912.701
Company percentage (51%)
465.478
Excess value not allocated to assets
26.292
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
92
Impairment of investment accounted for using the equity method
The Company at each date of preparation of financial statements, assesses the existence or not of impairment of its
investment in IPTO SA. In case there are indications, the Company calculates the recoverable amount of the participation
as the largest amount between the fair value and the value in use. When the book value of the investment exceeds its
recoverable amount, then it is considered that its value has been impaired and is adjusted to the amount of its
recoverable amount. The value due to use is calculated as the present value of the estimated future cash flows that are
expected to be realized by IPTO SA, adjusted according to its shareholding. The main assumptions used by the
Management in the context of estimating the recoverable amount of its investment in IPTO SA, relate to future flows and
performance, based on the business plans of the company audited for impairment (IPTO SA), in their growth rate. at
perpetual, future working capital as well as at the discount rate.
Impairment losses are recognized in profit or loss. Each reporting date examines whether any impairment losses
previously recognized are present or have been reduced. If such indications exist, the recoverable amount of the
investment is redefined. Impairment losses previously recognized are reversed only if there are changes in the estimates
used to determine the recoverable amount since the recognition of the last impairment loss.
The increased balance of the investment resulting from the reversal of the impairment loss, may not exceed the
balance that would have been determined (less depreciation) if the impairment loss had not been recognized
previously. The reversal of the impairment is recognized in profit or loss.
3. FINANCIAL RISK MANAGEMENT
3.1 FINANCIAL RISK FACTORS
The Company is exposed to financial risks, such as market risks (changes in exchange rates, interest rates, market prices),
credit risk and liquidity risk. Risk management focuses on the uncertainty of financial and non-financial markets and aims
to minimize adverse effects on the Company's financial position. The Company identifies, evaluates and, if necessary,
hedges the risks related to its operating activities, while on a periodic basis controls and reviews the relevant policies and
procedures in relation to financial risk management. Also, there are no for-profit transactions.
Financial risks relate to the following financial assets and liabilities of the Statement of Financial Position: cash, trade and
other receivables, lease receivables and liabilities as well as trade and other current and long-term liabilities.
a) Market risk
Price risk
The Company is not exposed to changes in the prices of equity securities because it has no investments that it has
recognized in the Statement of Financial Position, either as financial assets valued at fair value through the statement of
other comprehensive income or as investments valued at fair value. results.
Risk of cash flows due to changes in interest rates
The Company has interest bearing assets consisting of sight deposits. Possible changes in interest rates would not have
a significant impact on the results and equity of the Company.
Currency risk
The foreign exchange risk of the Company is considered relatively limited as all income, expenses, financial assets and
financial liabilities are expressed in Euros which is the operating currency and the presentation currency of the
Company.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
93
b) Credit risk
The Company is exposed to credit risk, which however is mainly limited to cash and cash equivalents from deposits with
banks and financial institutions.
c) Liquidity risk
Liquidity risk is associated with the need for adequate financing for the operation and development of the Company.
The Company manages liquidity risk through the monitoring and planning of its cash flows, and acts appropriately by
ensuring as sufficient credit limits and cash as possible, and acts appropriately by ensuring as far as possible adequate
credit limits and cash reserves. The Company received a dividend in 2022 from IPTO SA, which is sufficient to cover its
operational needs and has been deposited with the Bank of Greece.
(Amounts in Euro)
31/12/2022
Within 1
year
Between
1 and 2 years
Between
2 and 5 years
Total
Trade payables
40.815
-
-
40.815
Lease liabilities
10.758
6.708
50.31
22.497
Total
51.573
6.708
5.031
63.312
(Amounts in Euro)
31/12/2021
Within 1
year
Between
1 and 2 years
Between
2 and 5 years
Total
Trade payables
31.762
-
-
31.762
Lease liabilities
14.808
10.758
11.739
37.305
Total
46.570
10.758
11.739
69.067
The analysis of trade payables does not include the amounts of other taxes payable and insurance contributions.
The above amounts of lease liabilities are reflected in the conventional, non-discounted cash flows and therefore do
not correspond to the corresponding amounts reflected in the financial statements regarding the item "Lease
liabilities".
3.2 CAPITAL RISK MANAGEMENT
The purpose of the Company in terms of capital management is to ensure its ability to continue its activities smoothly,
to ensure returns for shareholders and benefits for other parties related to the Company and to maintain an optimal
capital structure to achieves a reduction in capital costs.
The Company had no borrowings as of 31 December 2022, except for the obligation to finance the lease of its offices
from the affiliated company IPTO, as shown by the application of IFRS 16. Therefore, the Company does not present a
leverage ratio and there is no need to analyze it, its net debt.
3.3 OTHER FINANCIAL RISKS
Risk of change of the regulated framework:
The Company is exposed to regulatory risk, due to the activity of the affiliated company IPTO SA, which is subject to a
strict and complex legal and regulatory framework, concerning the management of HETS, and to increased supervisory
obligations. Possible amendments to the HETS Management Code and the relevant legislative and regulatory framework
may create additional management responsibilities on the part of the affiliated company IPTO SA. The assumption of any
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
94
additional responsibilities or possible changes in the relevant institutional framework are likely to adversely affect the
profitability of IPTO SA, and consequently the Company.
Also, possible changes in the methodology and / or the parameters of calculation of the charges for the use of the System,
are likely to significantly affect the revenue, the profitability of IPTO SA, and consequently the Company.
Regulatory risk:
Possible amendments and / or additions to the regulatory framework governing the Electricity market, in accordance
with the provisions of European Legislation, may have a significant impact on the operation and financial results of the
affiliated company IPTO S.A., and consequently the company's.
Risk of regulated returns of the company:
The activity of the affiliated company IPTO SA is largely determined by the implementation of the Ten-Year System
Development Program (DSP), as it affects both the investments it is required to make and the future revenues from the
use of the Transmission System. Therefore, possible amendments to the VAT that either increase the liabilities of IPTO
SA, or require faster execution of projects, may adversely affect the profitability of IPTO SA, and consequently the
Company.
The regulated returns of the investments of the System can negatively affect the profitability of IPTO SA, and
consequently of the Company, if they do not cover the reasonable return of the relevant invested funds.
The affiliated company IPTO SA, in any case, has the necessary valves and organization to reduce regulatory and
regulatory risks, while in cooperation with the Energy Regulatory Authority ensures that there are the necessary
approvals for each transaction.
4. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
The Company's investments relate to the 51% participation in the IPTO Group described in Note 1 and was initially
recognized at a fair value of 491.770.000 Euros based on a valuation by the auditing company "Deloitte" which was
accepted by the Management and has been published accordingly. article 17 par. 4 and 8, in combination with article 13
of law 4548/2018, which is the subject of a contribution in kind from PPC to the Company. The fair value at initial
recognition is the imputed cost of the participation, which is subsequently calculated using the equity method as
described in the note above.
The movement of the investment for the year presented is as follows:
(Amounts in thousand Euro)
31/12/2022
31/12/2021
Opening balance
742.694
722.552
Adjustment due to change in accounting policy IAS 19
-
1.069
Proportion of profits
29.684
35.391
Proportion of other comprehensive income
286
5.140
Minus dividends paid
(17.296)
(21.458)
Closing balance
755.368
742.694
The ratio on the results concerns the ratio of the Company to the results of IPTO Group and its other total income.
The following is a summary of the financial information for the year presented by IPTO Group SA, as required by IFRS 12,
Annex B, paragraph 12 and 13:
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
95
Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
31/12/2022
31/12/2021
Non-current assets
3.019.416
2.799.772
Current assets
526.228
513.867
Total
3.545.644
3.313.639
Equity
1.429.522
1.404.690
Non-current liabilities
1.679.241
1.549.283
Current liabilities
436.881
359.666
Total
3.545.644
3.313.639
Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Turnover
292.302
285.048
Net earnings after tax
58.205
69.394
Other comprehensive income
562
10.078
Total comprehensive income for the year
58.767
79.471
Condensed Financial Information of IPTO Group
31/12/2022
31/12/2021
(Amounts in thousand Euro)
Cash and cash equivalents
198.617
203.384
Short-term portion of long-term borrowings
45.271
35.777
Long-term borrowings
927.274
829.224
Depreciation and amortization
106.028
101.296
Financial income
3.160
6.087
Financial expenses
15.835
14.980
Income Tax
18.640
10.699
The proportion on the results concerns the participation of the Company (51%) on the results of the IPTO SA Group and
its Other Comprehensive Income, as shown in the tables below.
(Amounts in thousand Euro)
31/12/2022
31/12/2021
Net profit after tax IPTO S.A.
58.205
69.394
Participation ratio
51%
51%
Share of profits in investments accounted using the equity method
29.684
35.391
The net profits for the year 2022 of ADMIE Group decreased by 11,2 million Euros (-16,1%) mainly due to the following::
• In 2021 (last year) there was a positive accounting effect due to a reduction in the tax rate (from 24% to 22%)
• Increase in depreciation expense
• Increase of employees with project contracts
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
96
• Emergency costs of providing a reserve amounting to Euro 3.7 million, which concern the coverage of emergency
needs to the island of Zakynthos.
The above decreases are partially offset by the increases described below:
• Release of provisions for pending cases
• Increase in SUF revenue (System User Fees)
(Amounts in thousand Euro)
31/12/2022
31/12/2021
Effect of change in tax rates
-
7.527
Actuarial profit / (loss) based on IAS 19 IPTO S.A.
562
2.550
Participation ratio
51%
51%
Share of actuarial profits / (loss) in associate company accounted
using the equity method
286
5.140
5. OTHER REVENUE
The other income of the fiscal year amounting to 5 thousand Euros (2021: 5 thousand Euros) includes the amount of
income related to services offered to the affiliated company IPTO S.A. for the preparation and delivery of a scientific study
based on the contract between them (Note 21).
6. PAYROLL COST
The expenses recognized for personnel benefits are presented in the following table:
(Amounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Payroll fees
70.206
73.778
BOD members’ fees
184.550
157.762
Employer contributions
61.922
50.522
Staff training cost
1.286
811
Total
317.964
282.874
Staff salaries show an increase compared to last year, due to an increase in Board fees from the 2nd quarter of 2021 as
well as with the addition of a new executive member. Based on the payment remuneration policy of the Company, the
members of the Board of Directors are entitled to a fee for their participation in the Board of Directors.
7. DEPRECIATION
The depreciation amount presented in the following table:
(Amounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Furniture and Other equipment
3.529
4.589
Software
48
1.656
Right of use asset
13.856
9.199
Balance
17.433
15.444
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
97
8. THIRD PARTY BENEFITS
(Αmounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Insurance fees
23.235
21.164
Building maintenance fees
15.844
12.404
Rent
-
543
Fees for telecommunication services
2.157
1.806
Total
41.236
35.917
The Building maintenance fees are related to cleaning, storage and other common expenses and relate to transactions
with the affiliated company IPTO S.A. (note 21).
9. THIRD PARTY FEES
Third party fees are broken down in the table below:
(Αmounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Lawyers' and notaries' fees
16.661
14.256
Accountants' fees
19.440
16.840
Auditors' fees
25.600
25.550
Analyst fees
16.750
17.517
Other third party fees
78.458
86.979
Operators' fees
850
850
IT servises
5.126
6.037
Software licenses
4.801
4.459
Total
167.685
172.488
Auditors' fees are related to the regular audit of the financial statements and the execution of the tax certificate.
10. OTHER EXPENSES
Other expenses are presented in the following table:
(Αmounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Stock exchange expenses
63.114
74.597
Consumables
5.762
2.712
Subscriptions
3.085
3.087
Hospitality expenses
10.605
837
Other expenses
62.047
8.480
Total
144.612
89.714
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
98
The increase in other expenses is mainly due to the tax settlement of the previous year amounting to approximately 36
thousand as well as the increase in travel expenses compared to the previous year due to the gradual lifting of the
covid-19 measures.
11. TAXES- DUTIES
Taxes - fees, which amounts to Euro 6 thousand in 2022 (2021: Euro 5 thousand) includes the stamp of rents, VAT and
other taxes fees.
12. FINANCIAL INCOME AND FINANCIAL EXPENSES
Financial income includes the amount the amount of Euro 133 thousand (2021: Euro 156 thousand) relating to income
from the Company's share in the Bank of Greece, pursuant to the provisions of article 15, paragraph 1 of Law 2469/97
as applicable to the Common Capital which concern the first Half of 2022 as well as the accrued income for the second
Half of 2022.
Financial expenses worth 2 thousand Euros (2021: 1 thousand Euros) include financial leasing expenses (Note 19) and
various bank expenses.
13.TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS
13.1 TANGIBLE ASSETS
(Amounts in Euro)
Furniture and fixtures
31/12/2022
31/12/2021
Acquisition Cost
23.264
21.853
Additions
2.400
3.135
Write off
(1.209)
(1.724)
Accumulated Depreciation
(14.898)
(11.772)
Net book value
9.557
11.492
13.2 RIGHT OF USE ASSET
Right of Use asset concerns the recognition and presentation in the financial statements of the lease of the Company's
offices as defined by IFRS 16. This is a financial lease, which initially lasted twelve years and started on November 29,
2019. Due to change in the terms of the lease within of the comparative year, the term of the lease was changed to three
years starting on July 1, 2020. During 2022 there were no additions, while during 2021, an asset was recognized under
IFRS 16 for car rental.
(Amounts in Euro)
Finance Lease
31/12/2022
31/12/2021
Cost
47.779
22.939
Additions
-
24.840
Accumulated Depreciation
(26.878)
(13.022)
Net book value
20.901
34.757
The Company on the date of commencement of the lease (July 1, 2020) recognized the right to use assets under the new
lease agreement. The previous lease agreement was terminated, and the Company deleted the corresponding right that
had been recognized in the previous year. Respectively, it recognized the liabilities from financial leases amounting to
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
99
22.939 Euros, writing off the liability balance of the previous lease. For the financial year 2021, the company recognized
the right to use assets under a new lease agreement (September 9, 2021) and respectively recognized liabilities from
financial leases amounting to 24.840 Euros. The annual discount rate used is 4%.
13.3 INTANGIBLE ASSETS
(Amounts in Euro)
Software
31/12/2022
31/12/2021
Cost
10.730
10.730
Accumulated Depreciation
(10.730)
(10.683)
Net book value
-
48
14. TRADE RECEIVABLES
Trade receivables include the amount of the receivable from the affiliated company IPTO SA, based on the contract
between them (Notes 5 and 21).
15. OTHER RECEIVABLES
In the other short-term receivables, the amount of 271 thousand Euros (2021: 197 thousand Euros) mainly concerns debit
VAT of the year (Euro 127 thousand) as well as accrued financial income for the 2nd half of 2022 (Euro 113 thousand).
16. CASH AND CASH EQUIVALENTS
(Amounts in Euro)
31/12/2022
31/12/2021
Cash at bank
4.703.537
4.025.641
Total
4.703.537
4.025.641
The Company's cash is in Euro in accounts of the National Bank and the Bank of Greece.
Since November 2017, the Company maintains a cash management account with the Bank of Greece, pursuant to the
provisions of article 15, paragraph 1 of Law 2469/97 as applicable to the Common Capital.
The funds of the General Government bodies deposited with the Bank of Greece are used by the Public Debt Management
Organization (PDMO) for the conclusion of short-term cash management operations and specifically agreements for the
purchase and resale of Greek Treasury Bills.
In this way, the transferred funds are fully secured and are immediately or within a few days available to the institutions,
while through the above short-term transactions, attractive returns are ensured for the institutions, which amounted to
about 1,53% for 2022. The income of these funds was recognized in the income statement, in the financial income. (Note
12).
17. SHARE CAPITAL
Share Capital of the Company was set at four hundred and ninety-one million eight hundred forty thousand (491.840.000)
euros, divided into 232.000.000 common registered shares with a nominal value of 2,12 Euros each and was paid as
follows:
A. With payment of seventy thousand euros (70.000,00) in no. 10400351143 Account of the Company held at the National
Bank, on March 30, 2017 on behalf of the Public Electricity Company SA.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
100
B. According to the receipt delivery protocol from March 31, 2017, signed between the President of PPC and the President
and CEO of the Company, the company no. 1 final shareholding issue of IPTO SA, in which the shares with no. from
number 1 to No. 19.606.539, ie an amount of four hundred ninety-one million seven hundred and seventy thousand
euros (491.770.000), which corresponds to the equivalent valuation of 51% of the share capital of IPTO SA, which is signed
by auditing company "Deloitte" and has been published according to article 17 par. 4 and 8, in combination with article
13 of law 4548/2018 and which is the subject of a contribution in kind from PPC to the Company.
The no. 4 / 31.03.2017 minutes of the Board of Directors of the Company that certifies the full coverage and payment of
the founding share capital in the Company as above was registered with the no. 998571 entry in the G.E.M.I. on May 18,
2017.
In 2022, the Company purchased its own shares through the member of the Athens Stock Exchange "ALPHA FINANCE
INVESTMENT SERVICES SINGLE MEMBER S.A", in implementation of the decision of the Ordinary General Meeting of the
Company's Shareholders dated 16/07/2020 (Topic 7th). The Company purchased 100.659 own shares for a total
acquisition cost of 214.872,62 Euros. In total, he owns 216.000 treasury shares (0.09% of the total of 232.000.000
common registered shares).
18. LEGAL RESERVE AND OTHER RESERVES
LEGAL RESERVE
The provisions of article 158 of law 4548/2018 regulate the formation and use of the regular reserve as follows: At least
5% of the real (accounting) net profits of each year are kept, obligatorily, for the formation of a regular reserve, until the
accumulated amount of the regular reserve becomes at least equal to 1/3 of the nominal share capital. The regular
reserve can be used to cover losses after a decision of the Ordinary General Meeting of shareholders, and therefore
cannot be used for any other reason.
Within 2022, the Company formed a Regular Reserve amounting to 837 thousand Euros (2021: 1.051 thousand Euros)
and therefore the legal Reserve amounts to 5.012 thousand Euros.
OTHER RESERVES
Other reserves include the share reserve of other total income of affiliated companies. They amount to 135.316
thousand Euros (2021: 135.030 thousand Euros) and concerns the proportion of 51% on the other total income of the
IPTO SA Group.
19. LEASING
According to IFRS 16, the lease paid by the Company for the lease of its offices by the affiliated company, IPTO SA, is a
finance lease. Until 30/06/2020, the Company leased offices in the building of the affiliated company IPTO SA. on
Konstantinoupoleos Street starting on 29/11/2019 and a monthly rent of 525 Euros. On 30/06/2020 the lease relationship
between them for the said property was terminated and from 01/07/2020 onwards, the Company leases office space in
the building of the affiliated company IPTO SA. on Durrachiou street with a lease term of 3 years, starting on 01/07/2020
and a monthly rent of 625 Euros.
(Αmounts in Euro)
31/12/2022
31/12/2021
Long-term portion of lease liability
11.319
21.444
Short-term portion of lease liability
10.125
13.653
Total
21.444
35.097
The maturity dates of long-term liabilities are as follows:
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
101
(Αmounts in Euro)
31/12/2022
31/12/2021
Between 1 and 2 years
6.371
10.125
Between 2 and 5 years
4.948
11.319
Total
11.319
21.444
The current value of the lease liabilities is analyzed below:
(Αmounts in Euro)
31/12/2022
31/12/2021
Up to 1 year
10.125
13.653
Between 1 and 5 years
11.319
21.444
Total
21.444
35.097
Leasing - Leasing obligations - minimum rents
(Αmounts in Euro)
31/12/2022
31/12/2021
Up to 1 year
10.758
14.808
Between 1 and 5 years
11.739
22.497
Above 5 years
-
-
Total
22.497
37.305
minus: Future charges of lease
(1.053)
(2.208)
Current value of lease liabilities
21.444
35.097
20. TRADE AND OTHER PAYABLES
The Company's trade and other payables balance as at 31/12/2022 amounted to 117 thousand Euros (2021: 52 thousand
Euros), in commercial and other liabilities in non-overdue services to third parties and IPTO, which are repaid within next
year, as well as other taxes payable and insurance contributions.
21. TRANSACTIONS WITH RELATED PARTIES
Related parties of the Company are presented in the following table:
Company
Relation
PHC ADMIE S.A.
Shareholder
IPTO S.A.
Associate
ARIADNE INTERCONNECTION S.P.S.A
Associate
GRID TELECOM SMSA
Associate
(Amounts in Euro)
31/12/2022
31/12/2021
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
12.400
35.959
6.200
40.170
BoD members’ fees payable
-
-
-
-
TOTAL
12.400
35.959
6.200
40.170
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
102
(Amounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
5.000
34.573
5.000
31.723
BoD members’ fees
-
184.550
-
157.762
TOTAL
5.000
219.123
5.000
189.485
The Company had the below transactions with the affiliated company IPTO S.A. during the reporting period in the ordinary
course of business. According to IAS 24, key management personnel is also considered as "related party" to the Company.
There are no material transactions that have not been carried out under normal market conditions.
The revenue of the year includes the amount of 5 thousand Euros related to services offered to the company IPTO SA.
for the elaboration and delivery of a scientific study based on the contract between them.
During the closed year, there are no due fees of the Board of Directors. There are no significant transactions that have
not taken place under normal market conditions.
22. INCOME TAX
For the years 2017, 2018, 2019,2020 and 2021 the Company has been subject to tax audit of the Certified Accountants
pursuant to article 65A of Law 4174/2013 as in force and a Tax Compliance Report was issued.
For the year 2022, the Company is been subject to tax audit pursuant to the provisions of article 65a of Law 4174/2013.
The audit is in progress and the relevant tax certificate is expected to be issued by the publication of the financial
statements. Management however estimates that no significant changes are expected in the Company’s tax liabilities, as
presented in the financial statements of the year.
The main income of the Company is the dividend collection, which is exempt from income tax, according to article 48 of
Law 4172/2013.
In the current fiscal year, the income tax amounts to € 30 thousand, which mainly concerns the taxation of the income
by the Bank of Greece.
23. EARNINGS PER SHARE
The basic and adjusted profits / (losses) per share are calculated by dividing the profit / (loss) corresponding to the
shareholders of the Company, by the weighted average number of common shares that were in circulation during the
year.
(Amounts in Euro)
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Profit after tax
29.095.131
34.949.803
Profit attributable to the shareholders
29.095.131
34.949.803
Weighted Average Number of shares
231.821.012
231.884.659
Basic and diluted earnings per share (€ per share)
0,126
0,151
24. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There are no commitments, contingent liabilities, and contingent assets for disclosure, other than those mentioned.
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2022 – 31/12/2022
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
103
25. FEES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND OTHER ASSURANCE SERVICES
During the year ended December 31, 2022, the fees of the auditors for the regular audit of financial statements and the
execution of the tax certificate amounted to 25,6 thousand Euros (2021: 24,50 thousand Euros).
26. PROPOSAL OF PROFIT DISTRIBUTION
In 2022 the Company with the decision of the Board of Directors dated 15/6/2022 distributed the maximum allowed
amount as an interim dividend, which amounted to 0,068 Euros per share or 15.800.006,75 Euros.
(Amounts in euro)
Dividend received by IPTO S.A.
17.296.250
plus: Finance and other income of the fiscal year 2022
137.953
minus: expenses of the fiscal year 2022
(696.895)
Distributed earnings
16.741.702
minus: Legal Reserve (5%)
(836.865)
Distributed earnings to shareholders
15.904.617
minus: Interim dividend paid
15.800.007
27. SUBSEQUENT EVENTS
There are no subsequent events that require disclosure or adjustment of the attached financial statements.
CHAIRMAN OF THE BOD
CHIEF EXECUTIVE OFFICER
CHIEF ACCOUNTANT
D. VACHTSIAVANOS
I. KARAMPELAS
E. MAVROGIANNIS
ID No ΑΒ251579
ID No ΑΕ491340
Licence No.: 0085923
PricewaterhouseCoopers
Accounting S.A.
Accounting Office Licence No.: 1494