AVAX S.A.
Annual Financial Statements
st
st
for the financial year January 1
to December 31
, 2022
AVAX S.A.
Company's Number in the General Electronic Commercial Registry
:913601000 (former Company's Number in the Register of Societes
16 Amaroussiou-Halandriou str.,151-25, Marousi, Greece
2
INDEX OF ANNUAL FINANCIAL STATEMENTS 2
Website where the company's and consolidated financial statements are available 6
I) Statements of members of the board of directors 7
II) Annual report of the board of directors 8
III) Independent auditor's report 74
IV) Annual Financial Statements period from January 1st, 2022 to December 31st, 2022 82
- Statement of Financial Position 82
- Statement of Income 83
- Statement of Comprehensive Income 84
- Statement of Cash Flow 85
- Statement of Changes in Equity 86
V) Notes and accounting policies 88
Α. INFORMATION ABOUT THE COMPANY 88
Α.1 General Information about the Company and the Group 88
Α2. Activities 88
Β. FINANCIAL REPORTING STANDARDS 88
Β.1. Compliance with IFRS 88
Β.2. Basis of preparation of the financial statements 89
C. BASIC ACCOUNTING PRINCIPLES 89
C.1. Consolidated fiancial statements (IFRS 10) & Business Combinations (I.F.R.S. 3) 89
C.2a. Property, Plant & Equipment (I.A.S. 16) 94
C.2b. Investment Property (IAS 40) 95
C.3. Intangible Assets (I.A.S. 38) 96
C.4. Impairment of Assets (I.A.S. 36) 96
C.5. Inventories (I.A.S. 2) 96
C.6. Financial Instruments: Presentation (IAS 32) 97
C.7. Financial Instruments: Disclosures (IFRS 7) 97
C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37) 97
C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20) 97
C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21) 98
C.11. Earnings per share (I.A.S. 33) 98
C.12. Dividend Distribution (I.A.S. 10) 98
C.13. Income Taxes & Deferred Tax (I.A.S. 12) 98
C.14. Personnel Benefits (I.A.S. 19) 99
C.15. Leases (I.F.R.S. 16) 100
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C.16. Borrowing Cost (I.A.S. 23) 100
C.17. Operating Segments (I.F.R.S. 8) 101
C.18. Related Party Disclosures (I.A.S. 24) 101
C.19. Revenue from contracts with customers (I.F.R.S. 15) 101
C.20. Financial Instruments (I.F.R.S. 9) 103
C.21. Restricted cash deposits 105
C.22. Non-current assets held for sale & discontinued operations (I.F.R.S. 5) 105
C.23. Significant accounting estimates and judgments 105
C.23.1 Impairment of goodwill and other non-financial assets 106
C.23.2 Income taxes 106
C.23.3 Deferred tax assets 106
C.23.4 Asset lives and residual values 106
C.23.5 Allowance for net realizable value of inventory 106
C.23.6 Allowance for doubtful accounts receivable 106
C.23.7 Provision for staff leaving indemnities 106
C.23.8 Contingent liabilities 107
C.23.9 Revenue from Contracts with Customers (I.F.R.S. 15) 107
C.23.10 Joint Arrangements (I.F.R.S. 11) 107
C.23.11 Fair Value measurement (I.F.R.S. 13) 107
C.23.12 Derivative financial instruments and hedging activities 107
D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS 108
E. NOTES TO THE FINANCIAL STATEMENTS 110
1. Turnover 110
2. Cost of sales 111
3. Other net operating income/(expense)-profit/(losses) 111
3a. Bad dedts and other provisions 112
4. Administrative expenses 112
5. Selling & Marketing expenses 112
6a. Income from sub-debt 113
6b. Income/(Losses) from Subsidiaries/Associates 113
7.Finance cost 113
8. Tax charge 114
9a. Segment Reporting 115
9b. Secondary reporting format - Geographical segments 117
9c. Sensitivity Analysis - Foreign Exchange rate Risk 119
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10. Property, Plant and Equipment 120
10a. Right of Use assets 122
11. Investment Property 123
11a. Net profit or loss from fair value ajdustments for investment properties 124
12. Intangible Assets 125
13.Investments in Subsidiaries/Associates and other companies 126
14. Joint Arrangements (Joint Ventures) 127
15. Financial assets at fair value through other comprehensive income 127
16. Other non-current assets & other long term receivables 130
17. Deferred tax assets 130
18.Deferred tax liabilities 131
19. Inventories 131
20. Contractual Assets 132
21. Clients and other receivables 133
22. Cash and cash equivalent 136
23. Trade and other payables 136
24. Income tax and other tax liabilities 137
25. Borrowings 138
25a. Change in financial activity 139
25b. Non current assets held-for-sale 139
25c. Disposal Group held-for-sale 140
26. Liabilities from financing Leases (IFRS 16) 142
27. Provisions for retirement benefits 143
28. Other provisions and non-current liabilities 144
29. Share capital 144
30.Other Reserves 144
31. Revaluation Reserves for Financial Instruments at fair value through other comprehensive Income 145
32a. Reserves from foreign profits Law 4171/61 145
32b. Reserves art 48 L.4172/2013 145
33. Non-controlling interest 145
34. Memorandum accounts - Contingent liabilities 145
35. Encumbrances - Concessions of Receivables 145
36. Transactions with related parties 146
37. Joint Venture Projects with J&P (Overseas) Ltd 148
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38.Fair Value measurement 149
39. Risk Management 150
40. Important Events during 2022 152
41. Important Developments & Events past the Balance Sheet Date (31.12.2022) and up to the date of approval of
this Report
153
42. Contingent Receivables and Liabilities 154
43. Approval of Financial Statements 155
ANNUAL FINANCIAL REPORTING
WEBSITE WHERE THE COMPANY’S AND CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE
We hereby certify that the attached Annual Financial Statements, which are an integral part of the annual financial
report of article 4 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 24.04.2023 and
have been published by posting them on the internet, at (www.avax.gr), as well as on the Athens Stock Exchange
web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of
their compilation and disclosure. The Annual Financial Statements of the Group's subsidiaries are also published at
www.avax.gr.
6
STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS
(in accordance with article 4, paragraph 2c of Law 3556/2007)
In our capacity as executive members of the Board of Directors of AVAX SA (the «Company»), and according to the best of our
knowledge, we,
1. Christos Joannou, Chairman and Executive Director
2. Konstantinos Kouvaras, Deputy Chairman and Executive Director
3. Konstantinos Mitzalis, Managing Director,
state the following:
the financial statements for the period from 01.01.2022 to 31.12.2022, prepared under the International Financial
Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the
Company, as well as the businesses included in the consolidation of the Group,
the Annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and the
stance of the Company, as well as the businesses included in the consolidation of the Group, including an overview of the
main risks and uncertainties they face, along with other information required by paragraph 2 of article 4 of Law 3556/2007.
Maroussi, April 24, 2023
CHAIRMAN & EXECUTIVE DIRECTOR
DEPUTY CHAIRMAN & EXECUTIVE DIRECTOR
MANAGING DIRECTOR
CHRISTOS JOANNOU
KONSTANTINOS KOUVARAS
KONSTANTINOS
MITZALIS
AID: 0000889746
ID: ΑI 597426
ID: AN 033558
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8
ANNUAL REPORT OF THE BOARD OF DIRECTORS
FOR THE PERIOD FROM 01.01.2022 TO 31.12.2022
[in accordance with article 4 of Law 3556/2007, Decision #8/754/14.04.2016 of the Board of Directors of Greece’s Capital
Markets Commission, article 2 of Law 3873/2010, article 1 of Law 4403/2016, article 2 of Law 4336/2015 and articles 150-154
of Law 4548/2018]
Dear Shareholders,
this annual report of the Board of Directors for 2022 has been prepared according to corporate and capital markets legislation
and the decisions of the Capital Markets Commission to depict the true development and performance of Group AVAX during
2022, as well as the main risks and uncertainties to be dealt with.
The management report of the Board of Directors is an integral part of the financial statements included in the Annual Financial
Report 2022, presenting an analysis of the Group's activities, financial and non-financial key elements for the performance of the
Group and the Company during 2022, information on the events affecting the business Group and the risks identified, estimates
for the expected course and development of the Group's business sectors, and data on transactions with related parties. It also
includes a Corporate Governance Report and an Explanatory Report on the Company's share capital, in accordance with current
legislation.
Α. Important Events during 2022
The following are the most important events during 2022 for all Group companies:
Divestment from Activities and Participations
In the context of the strategic divestment from certain non-core activities and participations in mature concessions, with the aim
of optimal utilisation of its assets, the Group proceeded with the following transactions during the year:
i. RES project portfolio of subsidiary Volterra
Given the abnormal and unpredictable conditions in international energy markets and the strong demand for Renewable Energy
Sources (RES) projects in late 2021 and early 2022, the Group decided to divest from its 100% subsidiary Volterra, which
operates in the wholesale and retail energy market and RES. To this extent, the Company hired a financial consultant to
investigate interest from buyers either for the entire Volterra Group, or separately for its RES projects and its activities in the
retail & wholesale market of electricity and Natural Gas. In June 2022, Volterra sold to PPC Group its participation in a portfolio
of renewable energy sources (RES) with a total capacity of 112MW.
Volterra has been categorised as a "Discontinued Activity" in the Consolidated Financial Statements of 31.12.2022 and the
comparable date of 31.12.2021, in accordance with International Financial Reporting Standards (IFRS 5). The assets and liabilities
of the disposal group are recorded at their book value, since it is the lower between fair and accounting, while the economic
result from the discontinued activity is also presented separately.
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[see the relevant Note to the Financial Statements for further details]
ii. Participation in the Rio-Antirio Bridge Concession
In November 2022, the Group transferred its entire participation of 20.53% in the concession of GEFYRA SA and 21.55% in
GEFYRA Operation SA to the remaining shareholders of those companies (namely Vinci Concessions SAS and Aktor Concessions
SA), in proportion of their participation, for a total price of approximately €60 million. It is pointed out that during 2022 the
Company had already collected a dividend of €4.2 million in total from the two transferred holdings.
New Projects
The Group was particularly successful in 2022 regarding the addition of new projects by the Group, having signed initial and
supplementary contracts for public & private works, subcontracts and services with a total value of €874 million, on the back of
signing contracts totaling €1,090 million in 2021. The new projects further strengthen the Group's work-in-hand in view of a
period of accelerating pace of execution of Group projects and set up of construction sites to start new projects.
Work-in-Hand
The Group's work-in-hand based on signed projects as of 31.12.2022 amounted to €1,861 million, compared to €1,383 million at
the end of 2021, with domestic projects accounting for 90% of the total for 2022, compared to 67% in the previous year. It
should be noted that the Group's work-in-hand is a strong indicator, yet not an accurate and binding forecast for the evolution
of future revenues from the Group's construction activity. Occasionally there are changes and adjustments to the technical
scope of the contracts related to various external factors or delays caused by amendments to engineering designs or incomplete
designs when contracts are signed.
At the same time, bidding and signing of new projects continues, the largest part of which will be executed beyond 2023. Since,
the beginning of 2023 and up until the publication of this Financial Report, the Group has signed new contracts with a total value
of €274 million. At present, there are also contracts pending to be signed worth €43 million to the Group, while results are
awaited from several project tenders for which bids have been submitted, either separately or through consortia.
[see the relevant Note to the Financial Statements for further details]
Important Change in Shareholders / Voting Rights
A block of 31,800,00 shares (22.0%) of the Company was transferred on 31.08.2022 from J&P Investments Ltd to JCGH Ltd and
Honeysuckle Properties Ltd, which are legal entities related to the family of Mr Christos Joannou, Company Chairman. Following
those transactions, as per Law 3556/2007, Mr Joannou directly and indirectly controls a total of 48,096,111 shares which
correspond to 33,326% of total Company voting rights.
Intra-group Transfer of Participation in concessions
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As part of its strategy for the gradual transfer of Group participations in concession and PPP projects to "AVAX Concessions SA",
which is a 100% subsidiary, during 2022 the Group completed the process of transferring the 23.61% stake in “Aegean
Motorway”, as well as the 19.1% participations in “Olympia Motorway SA” and “Olympia Motorway Operation SA”.
Additional Payment for the project of Line 4 of the Athens Metro
The Company made use of the provisions of article 154 of Law 4938/2022 towards the collection of additional payments
(premium) from the Greek State for construction contracts, to avoid any extension of the time schedule for the completion of
works. This legal framework allows the collection of an amount equal to 5% of the project backlog, under specific conditions,
such as the issue of a performance bond of equal value and the adherence to the approved project time schedule and
contractual deadline. The additional payment is collected upon the issuance by the contractor of a special works certification
and does not constitute an increase in the relevant contract.
[see the relevant Note to the Financial Statements for further details]
Litigation Developments
a. In the pending court case against construction company "Technical Union", and regarding the arbitration decision #21/2005
which ordered Technical Union to pay to the Company €16.3 million plus interest, for a deficit in its shareholder funds which was
absorbed by the Company, there are pending acts of the executive process with auctions or confiscation of assets owned by the
family of the former shareholders of Technical Union for collection of the claim. Following the death of the owner of Technical
Union, the progress of the execution is paused until the identity of his heirs is revealed. The claim amounts to €1.82 million
following its impairment as per IAS 37.
b. The appraisal ordered towards the Company's lawsuit against PPC for a project in Atherinolakkos, Crete was set the claimed
amount at €6,031,637 on 17.09.2020. This petition was accepted in favour of the Company for an amount of €5,757,158 plus
interest, which are calculated from December 2009 and already amount to €5,400,000. PPC filed an appeal which has been
postponed to be tried on 18.01.2024. The claim in company books amounts to €10.2 million.
c. The balance sheet item for Receivables from Clients both for the Group and the Company include a revised amount of €18.8
million concerning the project in Lebanon which is in arrears for more than five years.
[see the relevant Note to the Financial Statements for further details]
Β. Main Risks and Uncertainties for 2023
1. Economic & Political Developments
The energy crisis that started in the second half of 2021, and especially Russia's invasion of Ukraine at the end of February 2022,
partially dampened the country's dynamic recovery in 2022 as conditions normalised following the imposition of emergency
measures due to the pandemic covid-19. The deterioration of the energy crisis due to the hostilities in Ukraine, combined with the
disruption of agricultural production of critical food commodities and geopolitical instability due to the involvement of nuclear-
capable military powers, gave rise to sharp inflationary conditions and uncertainty about the course of macroeconomic data.
These inflationary pressures have triggered a series of increases in the interest rates of the main currencies of the world economy,
after a long period of zero or even negative interest rates, limiting the scope for further growth of the Greek economy in 2023 in
an environment of international economic stagnation.
At the same time, our country has entered a pre-election period, the outcome of which will largely determine the rate of foreign
direct investments and the implementation of the programme for auctioning large projects and infrastructure investments with
the use of private capital. In any case, social acceptance and the government's intention to promote significant investments in
infrastructure projects are a given and no reversal is expected in the conditions that have been set in motion.
2. Risks and Uncertainties
Group activities are subject to various risks and uncertainties pertaining to the nature of its business activities, prevailing
geopolitical, credit and currency conditions, relations with clients, suppliers and subcontractors. To a large extent, the risk arising
from these relations and transactions is predictable or may be dealt with the selection of the appropriate management policy due
to the accumulated expertise of the Group’s senior staff and official procedures. It is always desirable to limit the overall level of
risk to tolerable and manageable levels for Group operations. Nevertheless, no system and risk management policy can offer
absolute security against all risks, as the ever-changing international political and economic environment may overturn any
situation which was taken for granted and considered manageable in advance.
The main risks and uncertainties, their management policies and their impact on Group activities, are as follows:
a. Climate Issues
The social and political response to the anthropogenic climate change will inevitably have an impact on the Group's business
activities, in the context of its participation in the Greek and international economy. The guidelines for the disclosure of financial
climate information published by the European Union identify two main sources of risk associated with climate change:
i. Risks associated with the transition to a lower carbon footprint economy, as may arise from the adoption of strategies and
decision-making to prevent and mitigate the effects of climate change. Examples include the introduction of regulatory
incentives and sanctions, coal pricing systems, energy efficiency solutions, and low carbon products and services, and policies
in general that may indirectly affect certain functions and the value of some of the Group's assets.
ii. Risks related to the natural effects of climate change, which include the risks posed by changes in average temperatures and
the increasing incidence of extreme weather events and natural disasters. These weather phenomena and deviations from
the climatic constants can affect the smooth operation of the Group, hindering the smooth progress of its operations on
outdoor construction sites, as well as the supply and transportation of the necessary materials.
Group management is making its best effort to monitor, evaluate and respond to the above risks, to mitigate any adverse effects
on the financial data and the operations of the Group, while at the same time takes appropriate measures to participate in the
broader effort to reduce the environmental impact of Group activities.
b. War conflict in Ukraine
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The Group does not have any exposure to the markets of Ukraine and Russia as the Eastern European region is not a strategic
choice for construction or other business activities. The overall footprint of international sanctions against Russia cannot be
determined and quantified yet, but any impact on the Group will only have an indirect effect through international developments
in raw material prices, energy costs and international freight cost.
c. International rise in prices of construction materials, transport and fuel
The gradual return of world markets to normalcy in 2021, following the drastic changes caused by the covid-19 epidemic in 2020,
had some side effects as some industries now function with a different business approach and pace from the rest of the economy.
One such consequence was the gradual rise in prices for certain building materials, their transportation costs and fuel, leading to
an increase in project execution costs. Construction cost pressures are not uniform and horizontal, as prices on all materials and all
geographic markets have not been affected in the same way.
The Greek government in 2022 introduced some procedures to dampen inflationary pressures on the cost of projects of public
interest, as well as public projects and PPPs in the auctioning pipeline. At the same time, the creation of a price monitoring
authority and the establishment of a company for specifications and pricing of technical works and studies are promoted in order
for the price adjustments to be carried out automatically.
The impact on the Group's gross result was largely absorbed and recorded in the financial results of 2021. A part remained to be
charged against the results of 2022, given that project budgets were revised to account for a reduction in the gross margin. But
prices for the majority of construction materials remained on an upward course after the end of 2021. Coupled with delivery
delays and uncertainty about freight rates, several suppliers have demanded that their prices for materials and freight costs be
calculated using the “cost plus” method. Prices in the first half of 2022 for most materials moved up between 5% and 30%, further
squeezing the gross result of existing projects, almost all of which were completed by the end of 2022.
[see the relevant Note to the Financial Statements for further details]
d. Credit Risk & Losses
The Group’s Strategic Planning & Risk Management Committee has adopted a credit policy according to which the credit score of
new clients is assessed individually before being officially offered the standard terms and conditions of payment and delivery.
Regarding public works, until the economic environment improves, the Group follows a policy of participating only in tenders
where project financing is secured with European Union funds.
At any point in time, the Group is involved in a large number of projects in Greece and abroad, with select clients with a proven
record of reliability and credit worthiness. In the local market, the Greek State has traditionally been the largest client, as the
private sector historically is a small player in building facilities and infrastructure projects where the Group specializes in.
Participation in self-financed projects in the form of concessions and PPP has somewhat limited the participation of the Greek
State in total Group revenues. With the exception of the large project for Line #4 of the Athens Metro which the Company added,
the participation of PPP projects and concession-related works is expected to grow larger in total activity in coming years. In
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international markets, the Group is mostly involved in private sector projects. Under this light of clientele diversification, the
Group presents a medium level of credit risk concentration.
As a result of the international practice in the construction sector, Group transactions are required to be secured to a large extent
by the intervention of the banking sector and international credit insurance firms in issuing guarantees in all stages of a signed
project contract, from participating in the bidding, to receiving an advance payment, the execution of the project in discrete
phases until its final delivery.
To calculate the provision for impairment of receivables from clients and other debtors, the Group assesses the risk level of each
client according to the aging breakdown of receivables in arrears and their broader credit-worthiness.
This way, the Group provides a realistic view of the level of doubtful receivables in its financial accounts and keeps any adverse
impact in upcoming financial periods in check.
amounts in € ‘000 GROUP COMPANY
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Receivables from Clients (Α) 150,263 149.013 132,169 133,188
Receivables from Clients overdue more
than 2 years (Β)
38,440 32,534 35,105 32,352
Percentage of Receivables from Clients
overdue more than 2 years (B / A)
25.6%
21.8% 26.6% 24.3%
e. Input Price Risk
The Group is exposed to volatility in input prices for raw materials and other supplies, which in most cases are internationally-
priced commodities, such as cement, metal rebars and fuel. The Group is centrally purchasing supplies for all its subsidiaries to
secure economies of scale. In several cases it pre-orders large quantities of supplies to lock in their purchase price and escape
future price shifts.
f. Liquidity Risk
Liquidity risk refers to the likelihood of current assets, ie those that may be disposed of on a short-term span, being insufficient to
cover short-term liabilities when they become due. The following table shows the Group had positive net current assets at the end
of 2022, though lower compared to a year earlier.
amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
Current Assets, excluding cash & restricted short-term 440,478 444,945 421,014 425,069
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deposits (Α)
Short-term Liabilities, excluding bank debt and Leasing
(Β)
424,031 386,453 417,468 392,085
Net Current Assets (Α – Β) 16,447 58,492 3,526 32,984
The Group follows a policy of securing adequate cash to meet upcoming liabilities at any point in time. To this extent, the Group
seeks to maintain cash in physical form or in agreed credit lines sufficing for expected payments over the period of a month. The
Finance Department prepares a detailed monthly and 12-month cash plan, as well as revising on a quarterly basis the 5-year
budget and cash flow statement.
The basic criterion in evaluating the course of cash liquidity is the aging analysis or maturity of the Group’s financial liabilities,
starting from balance sheet date until those liabilities are due.
The following tables provide an analysis of the aging of liabilities for the Company and the Group as of 31.12.2022 and the
comparable date in 2021.
Aging Analysis of “Loans & Leasing”
amounts in € ‘000
GROUP < 1 year 1 - 5 yrs > 5 yrs Total
31.12.2022
Bond Loans & Other Long-Term Loans 0 225,928 3,000 228,928
Short term Loans 30,685 0 0 30,685
Long-term Loans – due in next 12months 47,436 0 0 47,436
Leasing (Operating & IFRS 16) 12,088 32,077 31,618 75,782
Total 90,208 258,005 34,618 382,831
31.12.2021
Bond Loans & Other Long-Term Loans 0 325,886 9,000 334,886
Short term Loans 57,429 0 0 57,429
Long-term Loans – due in next 12months 50,050 0 0 50,050
Leasing (Operating & IFRS 16) 4,884 17,675 30,602 53,161
Total 112,363 343,561 39,602 495,525
amounts in € ‘000
COMPANY < 1 year 1 - 5 yrs > 5 yrs Total
31.12.2022
Bond Loans & Other Long-Term Loans 0 225,928 3,000 228,928
15
Short term Loans 25,642 0 0 25,642
Long-term Loans – due in next 12months 47,436 0 0 47,436
Leasing (Operating & IFRS 16) 10,864 27,997 7,639 46,500
Total 83,942 253,925 10,639 348,506
31.12.2021
Bond Loans & Other Long-Term Loans 0 323,351 9,000 332,351
Short term Loans 53,151 0 0 53,151
Long-term Loans – due in next 12months 47,495 0 0 47,495
Leasing (Operating & IFRS 16) 3,751 13,603 8,785 26,239
Total 104,397 336,954 17,785 459,136
Aging Analysis of “Suppliers & Other Short-term Liabilities”
amounts in € ‘000 < 1 year 1 - 5 yrs > 5 yrs Total
GROUP
31.12.2022 184,332 19,657 33,947 237,926
31.12.2021 172,928 23,695 50,487 247,111
COMPANY
31.12.2022 183,911 20,508 35,823 240,243
31.12.2021 172,587 26,241 58,099 256,927
Aging Analysis of “Advances from Clients”
amounts in € ‘000 < 1 year 1 - 5 yrs > 5 yrs Total
GROUP
31.12.2022 60,728 95,017 11,306 167,051
31.12.2021 100,313 14,096 14,694 129,103
COMPANY
31.12.2022 59,777 93,529 11,129 164,435
31.12.2021 98,543 13,847 14,434 126,825
The following tables provide an analysis of the aging of receivables for the Company and the Group as of 31.12.2022 and the
comparable date in 2021.
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Aging Analysis of “Receivables from Clients”
amounts in € ‘000
No arrears
In arrears
<1 year
In arrears
>1 year
<2years
In arrears
>2 years
Total
Not impaired
Not impaired
Not impaired
Not impaired
GROUP
31.12.2022 68,400 27,908 15,514 38,440 150,263
31.12.2021 78,897 23,853 13,730 32,534 149,013
COMPANY
31.12.2022 55,741 26,808 14,514 35,105 132,169
31.12.2021 69,415 22.644 8,777 32,352 133,188
Aging Analysis of “Other Receivables”
amounts in € ‘000
No arrears
In arrears
<1 year
In arrears
>1 year
<2years
In arrears
>2 years
Total
Not impaired
Not impaired
Not impaired
Not impaired
GROUP
31.12.2022 51,261 37,157 13,046 18,794 120,258
31.12.2021 42,876 24,734 8,430 28,123 104,163
COMPANY
31.12.2022 43,453 38,285 13,758 31,182 126,678
31.12.2021 32,780 25,378 9,060 39,473 105,692
g. Cash Flow Risk
The Group occasionally makes use of complex financial products in association with the banking sector to hedge the cash flow
primarily to specific investments in self-financed projects. The part of the cash flow hedge which was absolutely effective is
credited directly to shareholder funds through the Table of Changes in Own Equity of concessionaires, in line with the provisions of
the International Accounting Standards. The ineffective part of the gain or loss is charged directly to the income statement of the
companies. Therefore, the Group books its share in its consolidated financial accounts according to the respective entries in
associated companies, in line with International Accounting Standard 28.
h. Forex Risk
The Group receives a large part of its revenues from works in international markets, with a significant portion of those revenues
coming from countries outside the eurozone. In cases of projects outside the eurozone, the Group makes an effort to match its
receivables in foreign currency with payables in the same currency, effectively hedging part of its foreign exchange risk. The Group
also carries out, partially at minimum, financial hedging of its receivables and payables in foreign currency through agreements
with banking institutions.
Sensitivity analysis of Group financial position to potential shifts in foreign currency parities shows that the impact on financial
results and shareholder funds of a ±5% variation in the exchange rates which the Group is exposed to amounts to ±€0.74 million at
the end of 2022, versus ±€0.43 million in the previous year. It should be noted that the effect on Group results and shareholder
funds from exchange rate swings in 2022 was almost exclusively attributed to the US dollar, used in the Group’s ongoing
international energy projects, while the UK sterling and the Croatian kuna had a minimal effect. The Group’s overall forex risk
exposure is generally limited, as evidenced by the sensitivity analysis data.
i. Insurance Risk
The Company and its subsidiaries are covered by reputable insurance companies against basic risk arising from their business
activity, relating to breakdowns and damages in their technical equipment, personnel accidents, and force majeure events.
Insurance coverage is bound to usual terms for each contract and is seen adequate overall. Basic insurance provides full coverage
of the undepreciated accounting value of fixed assets against catastrophic and other risks, with an emphasis on technical
equipment in Greece and abroad as well as construction projects. Insurance contracts for projects also cover civil responsibility of
the Company versus third parties.
j. Geopolitical Risk
Geopolitical risk is present throughout the Eastern Mediterranean region, the Middle East and Northern Africa Group due to
conflicts and unrest linked to the overturning of old political regimes, the rise of new fanatic religious groups, and the conflict for
control of natural resources. The Group’s international activity and expansion outside Europe is focused on countries with a
reduced geopolitical risk.
k. Financial Risk
The Group finances its fixed assets with long-term bond loans and its operations with working capital, while also using
performance bonds issued by banking institutions to participate in project tenders and guarantee their proper execution to clients.
The terms and pricing of those financial products, ie interest rates and bond fees, are determined by international and local
liquidity conditions beyond the control of the Group, despite the good relationship maintained with the local banking system. The
economic crisis which started at the end of the 2000 decade, squeezed liquidity conditions in the banking sector, and in turn, the
construction sector.
Total debt for the Group amounted to €307.0 million on 31.12.2022 versus €442.4 million a year earlier, with its long-term
segment accounting for 75% of the total in 2022 as opposed to 76% in 2021. At parent company level, total debt amounted to
17
18
€302.0 million at the end of 2022 versus €433.0 million in the previous year. Group liabilities from leasing contracts amounted to
€75.8 million on 31.12.2022 versus €53.2 million in 2021.
According to the sensitivity analysis of the Group’s debt to potential changes in the Euribor rate, the effect of a ±100 basis point
interest rate variation on Group financial results and shareholder funds at the end of 2022 amounts to ±€2.51 million, versus
±€3.81 million in the previous year. At parent company level, the respective effect at the end of 2022 amounted to ±€2.21 million
versus ±€3.49 million a year earlier.
4. Own Shares
As of the end of 2022, neither the parent company nor its subsidiaries held any own shares (sovereign stock). The general
shareholders meetings of parent company AVAX SA and its subsidiaries have never discussed or voted for a proposal to purchase
own shares, and no transactions in own shares have ever been carried out.
C. Important Transactions Between the Company and Related Parties
The most important transactions of the Company over the 01.01.2022-31.12.2022 period with related parties as per IAS 24,
pertain to transactions with subsidiaries, as follows:
Group (amounts in € ‘000) Income Expenses Receivables Payables
AGIOS NICHOLAOS CAR PARK SA 47
-
-
-
OLYMPIA MOTORWAY OPERATION SA 8,245
-
296
-
OLYMPIA MOTORWAY CONCESSION SA 757
-
28
780
RIO BRIDGE OPERATION SA 225
-
-
-
RIO BRIDGE SA 4,132
-
2
-
ATHENS RING ROAD SA 8,387
261
1,484
16,029
AEGEAN MOTORWAY SA 10,161
-
74 495
MOREAS SA 4,353
-
383
-
SALONICA PARK SA 35
-
13
-
POLISPARK SA 10
-
5
-
ATHENS CAR PARKS SA 122
-
-
-
METROPOLITAN ATHENS PARK SA -
-
0
-
BIOENERGY SA 3
-
55
-
19
BONATTI J&P-AVAX Srl 117
-
331
-
VOLTERRA A.E. 15,466 1,099 15,000 17,924
ILIA WASTE MANAGEMENT SPV 2,127
-
5,772
6
ILIA WASTE OPERATOR SPV 302
-
574
-
PYRAMIS SA -
371
-
429
LIMASSOL MARINA LTD -
-
22,581
-
J&P (UK) LTD LONDON -
-
-
31
JCH SERVICES LTD -
-
-
63
5Ν SA 3
-
151
-
ENERSYSTEM FZE -
3,178
-
78
CYCLADES RES ENERGY CENTRE SA 54
-
54
-
J/V J&P-AVAX -J&PARASKEVAIDES OV. LTD (JORDAN) 58
-
333
-
PROJECT JOINT VENTURES 1,282
-
19,186
9,952
Department Heads and Executive Directors -
3,606
-
675
55,885
8,516
66,323
46,461
Company (amounts in € ‘000) Income Expenses Receivables Payables
ETETH SA 6,076
92
992
7,389
TASK AVAX SINGLE-MEMBER SA 190
2,660
-
1,094
AVAX IKTEO SA -
33
-
496
GLAVIAM 4
-
5
-
AVAX DEVELOPMENT SINGLE-MEMBER SA 325
-
13,102
3
ATHENA CONCESSIONS SA -
-
1
12
ERGONET SA 19
-
22
-
MONDO TRAVEL SA (UNDER LIQUIDATION) -
-
-
71
ATHENS MARINA SA 1,081
-
1,170
45
AVAX CONCESSIONS 306
-
237,949
-
VOLTERRA SA 15,466
1,099
16,158
18,823
PSM SUPPLIERS LTD 530
-
44
1,860
AVAX INTERNATIONAL LTD 26
17,540
948
21,581
GAS AND POWER TECH DMCC 271
431
808
-
CONSPEL (CYPRUS) LTD -
-
324
-
BONATTI J&P-AVAX Srl 117
-
331
-
OLYMPIA MOTORWAY OPERATION SA 1,830
-
38
-
20
OLYMPIA MOTORWAY CONCESSION SA 424
-
25
780
RIO BRIDGE OPERATION SA 225
-
-
-
RIO BRIDGE SA 4,124
-
-
-
ATHENS RING ROAD SA 20,055
227
-
15,992
AEGEAN MOTORWAY SA 202
-
-
-
MOREAS SA 523
-
12
-
POLISPARK SA 4
-
4
-
METROPOLITAN ATHENS PARK SA -
-
0
-
BIOENERGY SA 2
-
55
-
ILIA WASTE MANAGEMENT SPV 1,748
-
5,772
6
ILIA WASTE OPERATOR SPV 302
-
574
-
PYRAMIS SA -
371
-
429
LIMASOL MARINA SA 14,872
-
22,581
-
J&P (UK) LTD LONDON -
-
-
31
CYCLADES RES ENERGY CENTRE SA 54
-
54
-
J/V J&P-AVAX -J&PARASKEVAIDES OV. LTD (JORDAN) 58
-
333
-
PROJECT JOINT VENTURES 1,267
-
18,994
9,757
Department Heads and Executive Directors -
1,221
-
391
70,101
23,674
320,294
78,760
D. Explanatory Report of the Board of Directors
[in accordance with article 4 of Law 3556/2007, and its amendments]
This explanatory report of the Board of Directors contains the information provided for by paragraph 7 of article 4 of Law
3556/2007, and is submitted to the Annual General Meeting of the Company's Shareholders as per the provisions of paragraph 8
of article 4 of Law 3556/2007 and article 188 of Law 4548/2018.
Share capital structure of the Company
The Company’s share capital on 31.12.2022 amounted to €43,296,454.80 and was split into 144,321,516 common registered
shares of a par value of € 0.30 each, carrying an equal amount of voting rights. The Company’s shares are common registered with
voting rights, listed on the Athens Stock Exchange in electronic, paperless format.
Restrictions on the transfer of the Company’s shares
The transfer of the Company’s shares is governed by Greek Law and the Company Charter does not place any restrictions.
However, it should be noted that independent non-executive members of the Company's Board of Directors may not hold more
than 0.5% of the paid-up share capital, in accordance with article 9 of Law 4706/2020.
21
Furthermore, in accordance with Article 19 of Regulation 596/2014 of the European Parliament and Council, in conjunction with
the Commission's Authorized Regulation 2016/522 and the European Commission's Implementing Regulation 2016/523, the
persons discharging managerial responsibilities and the persons closely associated with them, are required to disclose transactions
that are directly or indirectly conducted on their behalf and are related to the Company's shares or debt securities or derivatives or
other financial instruments that are linked to them, amounting to more than €5,000 (an a gross basis, without netting off) each
year.
Significant direct or indirect participations according to articles 9-11 of Law 3556/2007
According to the Company share register on 24.04.2023, the following shareholders control in excess of 5% of the Company share
capital:
Shareholder Name Participation Ultimate Beneficial Owners /
Natural Persons
Konstantinos Mitzalis
16.309%,
(additional 0,845% held in a
Joint Investment Account)
JCGH Ltd 14.327%
Members of the Joannou family,
including Mr Stelios Christodoulou
CSME Holdings Ltd 11.285% Members of the Joannou family
Stelios Christodoulou 8.498%
Savetrans Holdings Ltd 7.829%
Κonstantine Kouvaras
& Teresa Kouvaras
Honeysuckle Properties Ltd 7.714% Christos Joannou
Other Shareholders, <5% each 33.193%
Holders of any type of a share granting special rights of control
No shares of the Company provide special rights of control.
Restrictions on voting rights
The Company Charter does not include any restrictions on voting rights.
Agreements between Company shareholders
The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of
its shares or the exercise of voting rights.
Rules of appointment and replacement of Board members and amendment of Charter
The rules provided for by the Company Charter regarding the appointment and replacement of its Board members as well as the
amendment of its Articles do not differ from the provisions of Law 4548/2018.
Authority of the Board of Directors or specific Board members to issue new shares or purchase own shares
According to the provisions of Law 4548/2018, the Board of Directors of companies listed on the Athens Stock Exchange may be
authorised by the General Meeting of their shareholders to increase company capital through the issue of new shares and to
acquire up to 10% of their total number of shares through the Athens Stock Exchange for a specific time period. The Company
Charter does not make any provisions for this matter that differ from pertinent legislation. There are no outstanding decisions by
the General Meeting of Shareholders of the Company for purchasing own shares.
The General Meeting of Shareholders on 24.06.2021 approved a three-year programme for the distribution of 4,000,000 shares
free-of-charge to specific executives and other staff members of the Company, as well as to specific business associates, in
accordance with the terms of article 114 Law 4548/2018 and its amendments. The new shares will be issued using capital reserves
of the Company. Up until the publication of this Report, no shares have been issued as part of this programme, as the Board of
Directors has yet to decide on this.
Important agreements entered by the Company, which will come into effect, be amended or expire upon any changes in the
Company’s control following a public offer and the results of this agreement
There is no such agreement outstanding.
Agreements that the Company has entered with its Board members or its personnel, providing for compensation in case of
resignation or release from duties without substantiated reason or in case of termination of their term or employment due to a
public offer
There are no such agreements outstanding.
Ε. Labour and Environmental Issues
Group activities are diverse and its operations span several countries outside Greece, employing staff with a wide range of skills,
academic background, technical and scientific qualifications. Continuous training is offered to staff of all hierarchical levels, either
internally by Group personnel or external trainers, to improve performance and job satisfaction. Personnel are also offered a
series of additional benefits, such as a private healthcare plan, on top of established labour rights.
The Group’s main activity, construction, is closely linked to the natural environment, both in an urban setting and in remote
geographic regions. The Company applies an environmental management system according to the ISO 14001 international
standard and is actively supporting the improvement of environmental performance at worksite level, based on the procedures
and the policies adopted.
22
23
At the same time, the Group has integrated the principles of Sustainable Development into its strategy, operating under ESG
conditions and monitoring indicators that record its performance on issues relating to the environment, social responsibility and
corporate governance.
In 2018, the Company obtained an ISO 50001 certificate for the implementation of an Energy Management System at its
headquarters and at construction sites and submitted an energy report to the Ministry of Environment and Energy in accordance
with the following Legislation: Directive 2012/27 / EU, Law 4342/2015, Article 48 of Law No. 4409/2016 (Government Gazette A
'136), Decision No 175275 / 22.05.2018 of the Minister of the Environment and Energy (Government Gazette B 1927 / 30.05.2018)
97536/326 / 28.12.2018 Decision of the Minister and the Deputy Minister of the Environment and Energy (Government Gazette B
6136 / 31.12.2018).
In addition, the Company in 2019 obtained an ISO 37001 certificate for the Implementation of a Management System against
Corruption, and implemented systems which were certified as follows: ISO 27001: 2013 for Information Security Management, ISO
39001 for Road Safety Management, and ISO 22301 for Business Continuity Management.
F. Financial and Non-Financial Basic Performance Indicators
1. Basic Group Financial Figures
The basic consolidated financial figures of the Group from continuing operations in fiscal 2022 and the preceding four-year period
are as follows:
amounts in € ‘000 2018 2019 2020 2021 2022
Turnover
538,386 575,927 462,736 592,215 402,709
y-o-y change
(20.0%) 7.0% (19.7%) 28.0% (32.0%)
Gross Results
31,240 42,588 53,250 31,631 20,872
y-o-y change
(15.1%) 36.3% 25.0% (40.6%) (34.0%)
Profit / (Loss) pre tax
(8,345) (11,237) 7,140 (26) 18.543
y-o-y change
(254%) 34.7% (1635%) (100.4%) -
Net Profit / (Loss) after tax
(24,460) (17,625) 10,475 2,007 12,916
y-o-y change
(132%) 27.9% (159.4%) (80.8%) 543%
Note: Some data are restated for comparability purposes due to discontinuation of operations
The performance of the Group on a consolidated basis from continuing operations in fiscal 2022 and the comparative year is
defined according to the following ratios:
2022 2021 Explanation
Financial Structure Indicators
24
Current Assets / Total Assets 49.0% 46.7%
Allocation of assets
Fixed Assets / Total Assets 43.1% 40.7%
Shareholder Funds / Total Short- and Long-
term Liabilities
16.8% 10.2% Capital Leverage
Total Short- and Long-term Liabilities / Total
Liabilities
85.6% 90.8%
Allocation of Liabilities
Shareholder Funds / Total Liabilities 14.4% 9.2%
Shareholder Funds / Fixed Assets 33.4% 22.7%
Funding of fixed assets by
shareholder funds
Current Assets / Short-term Liabilities 102.5% 112.1% Liquidity ratio
Financial Performance Indicators
Pre-tax results / Turnover 4.6% 0.0% Pretax profit margin
Pre-tax results / Shareholder Funds 12.0% 0.0% Return on Equity
Gross Result / Turnover 5.2% 5.3% Gross profit margin
2. Financial Results 2022
The activity of the energy sector is classified as discontinued operation in the financial results of 2022 due to the decision to sell
100% subsidiary Volterra. More specifically, the discontinued operation in 2022 had a turnover of €394.2 million, producing a
€27.0 million net profit after tax and €27.7 million EBITDA. The Group continues to charge depreciation for subsidiary Volterra’s
fixed assets as it still makes use of them.
2022 financial results were burdened with extraordinary and non-operating charges due to write-off of doubtful receivables and
other provisions amounting to €6.5 million, while in 2021 the corresponding charge for write-offs had amounted to €15.7
million.
Consolidated turnover from continuing operations fell to €402.7 million in 2022 versus €592.2 million in 2021, due to delays in
the start of new projects awarded to the Group since the end of 2021 in relation to the scheduled delivery of some large
projects, mostly outside Greece.
The gross profit of consolidated results from continuing operations amounted to €20.9 million in 2022 compared to €31.6
million in 2021, with the relative profit margin reaching 5.2% versus 5.3% in 2021. The drop in gross profitability is due to the
lower revenue, nevertheless the Group managed to maintain its gross profit margin at satisfactory levels despite the increased
cost of projects under construction as a result of price hikes in building materials and fuel.
The net after tax result of the Group from continuing operations in 2022 was a €12.9 million profit versus a €2.0 million profit in
2021. Taking discontinued operations into account, the total net profit for the Group in 2022 reached €39.9 million versus a
€12.4 million loss in 2021.
The EBITDA result, ie earnings before taxes, financial expenses and depreciation, from continuing operations of the Group
turned in a €58.2 million profit in 2022, up from €51.0 million in the previous year. On an adjusted basis, including amongst
others the €39.1 million capital gain from the sale of subsidiary Volterra’s RES portfolio, the EBITDA result for 2022 amounts to a
€82.3 million profit.
Net financial cost for the Group decreased to €20.7 million in 2022 from €22.3 million in the previous year, in line with the trend
of total Group debt, including leasing, which fell from €495.5 million at the end of 2021 to €382.8 million at the end of 2022.
Group net debt decreased to €220.4 million at the end of 2022 from €328.3 million a year earlier, as a result of the significant
drop in debt which was only partially mitigated by the reduction in cash and restricted deposits during the year. During 2022,
bank debt fell €131.0 million at Company level, whereas the corresponding figure for the Group was a drop of €135.3 million.
Management places particular emphasis on careful management of cash planning, but at the same time investments are
constantly made mainly in concession projects, while significant working capital is required for the start of new projects. The
reduction of bank debt is a priority for Group management, making use of part of the proceeds from the sale of non-core assets
and holdings, as well as dividends from its concession participations. Its should be noted that the Group’s total debt in the last
couple of years has been reduced from €557 million at the end of 202 to €307 million at end-2022, with further reduction
planned for 2023.
According to the parent company and consolidated financial results for the year 2022, the Company covers the financial ratios of
liquidity, capital adequacy and profitability included in the contracts signed with Greek banks for the issuance of syndicated
bond loans.
On 31.12.2022, the Group classified €85.1 million worth of assets in its balance sheet as group of assets held for sale due to the
discontinuation of the energy business segment, according to IFRS 5, versus €150.3 million at the end of 2021. Correspondingly,
it classified €62.4 million worth of liabilities as a group held for sale, as opposed to €148.3 million in the previous year.
Shareholder funds of the group of assets held for sale amounted to €22.6 million at the end of 2022, versus €1.9 million a year
earlier.
The main current asset items of the balance sheet, such as receivables from clients and construction contracts, did not exhibit
major moves during 2022 as the Group continues its policy of recording significant provisions in each fiscal period. Restricted
deposits of the Group are owned by the Branch of the parent company in Iraq and register a drop in line with the progress of the
energy project in Baghdad.
25
26
The value of the Group's participations in concessions and PPPs was reduced during 2022, reaching €295.5 million at the end of
the year compared to €340.4 million in 2021, mainly due to the sale of the participation in the concessionaire and the operator
of the Rio Bridge. For detailed information purposes, it should be noted that the valuation of investments in concessions in the
non-consolidated accounts of the Company is recorded at their fair value, as per independent appraisal reports. In consolidated
Group accounts, these investments are consolidated using the equity method, except for participations below 20% (Moreas
Motorway and Olympia Motorway, which are also recorded in the consolidated balance sheet at their fair values). As a result, at
the end of 2022, a fair value of €130.2 million, corresponding to the difference between the fair value of consolidated
concessions and their equity value, is not recorded in the consolidated accounts because participations (except those two
mentioned above) are consolidated using the equity method.
The Group’s financial results for 2022 are broken down by business segment as follows:
amounts in € ‘000 Construction Concessio
ns
Other
Activities
Total
[continuing
operations]
Discontinued
Operations
Net Sales
375,438 4,789 22,482 402,709 394,240
Gross Profit
15,526 1,668 3,678 20,872 12,490
Operating Profit
982 37,339 967 39,287 26,526
Financial Results
(20,744) 1,265
Pre-Tax Profit / (Loss)
18,543 27,791
Tax
(5,627) (824)
Net Profit / (Loss)
12,916 26,966
Depreciation
10,057 1,378 969 12,404 157
Adjusted EBITDA
41,671 38,717 1,935 82,324 27,655
The Group’s financial results for 2022 are broken down by geographic region as follows:
amounts in € ‘000 Greece Internationa
l Markets
Total
[continuing
operations]
Discontinued
Operations
Net Sales
267,562 135,147
402,709 394,240
Gross Profit
64,574 (43,703)
20,872 12,490
Operating Profit
91,971 (52,684)
39,287 26,526
Financial Results
(20,104) (640)
(20,744) 1,265
Pre-Tax Profit / (Loss)
71,867 (52,324)
18,543 27,791
Tax
(2,598) (3,029)
(5,627) (824)
27
Net Profit / (Loss)
69,269 (56,352)
12,916 26,966
Depreciation
10,017 2,387
12,404 157
Adjusted EBITDA
127,233 (44,909)
82,324 27,655
At parent company level, turnover in 2022 was lower compared to the previous year. Turnover reached €361.4 million in 2022
versus €560.9 million in 2021. Gross profit amounted to €15.4 million in 2022 from €18.1 million a year earlier, with the cost of
sales reaching €346.0 million in 2022 versus €542.8 million in 2021. Despite the broader pressure on the cost of sales due to the
significant price inflation in building materials, equipment, fuel and freight cost which started in 2021, the gross profit margin of
the Company improved to 4.3% in 2022 from 3.2% in 2021.
Income from participations for the parent Company was higher in 2022, reaching €57.3 million versus €18.9 million in 2021, due to
the receipt of increased dividends from concessions for the previous year as well as gains from the sale of participations.
Earnings before interest, tax and amortization for the parent company recorded an €89.3 million profit in 2022 versus €20.1
million a year earlier, bolstered by the afore-mentioned capital gains.
3. Activity per business segment
Construction
The Group's construction sector recorded reduced activity, mainly in the first half of 2022, as the start of new projects awarded to
the Group since the end of 2021 was delayed in relation to the scheduled delivery of some large projects, mostly outside Greece.
The main reason for the delays, lasting several months, in the auctioning procedure by many project owners was the revision of
the budgets of planned projects, on the back of significant price increases in construction materials, transport costs and fuel since
the end of 2021 which were also present in 2022, albeit to a smaller extent.
The reduction in the Group’s construction activity is temporary and is expected to be reversed from the beginning of 2023 as
construction sites are already being installed on new projects, and the procedures for signing other contracts in tenders that the
Group has reduced are moving forward.
Energy & Industrial (Power Plants & LNG)
During 2022 the Group delivered a number of large projects, such as the design & construction of a 1,650MW power plant in
Iraq and the IGB natural gas pipeline connecting the Greek and the Bulgarian natural gas networks, while continuing works on
the design & construction of an exhaust gas desulphurization system at the 375MWe Lignite-fired Unit V of the Aghios Dimitrios
power plant in Northern Greece.
The Group hopes that the experience from ongoing projects, as well as those recently completed, such as the TAP gas pipeline in
Northern Greece, the LNG terminal in Malta, the earlier 1,500ΜW power plant in Iraq, and the 3rd LNG tank on Revythousa Isle,
will help its bidding success for other similar projects, mainly in international markets where the demand for design &
construction by specialized manufacturers is very high. Recent developments in the energy market and the pressing need of
western economies to reduce their dependence on Russian natural gas imports is expected to give a significant boost to the
construction of LNG terminals and storage facilities, and even more natural gas pipelines.
Concessions
The Group’s financial statements include small amounts of revenue from the concessions and PPPs in which it participates,
because it does not fully consolidate them, except for the Athens Marina. The Group's 2022 results include the share of profits
from related companies for its participation in concessions and PPPs, such as the Athens Ring Road, the Aegean Highway, the
Olympia Highway, the Morea Highway, etc.
Following the sharp drop in traffic caused by the imposition of administrative measures in March 2020 to deal with the covid-19
pandemic, traffic on road concessions showed recovery in 2021 and 2022. Traffic volumes on the country's road axes currently
have returned to or and exceed the levels of 2019, which are used as a benchmark for the pre-covid-19 period. It should be noted
that the concessionaire companies, whose financial results were negatively affected by the traffic ban measures, have received
compensation for foregone revenue in accordance with the provisions of the relevant concession contracts, with the exception of
Athens Ring Road, for which the compensation process is still pending.
Especially on the Athens Ring Road, toll crossings in 2022 were up by 0.3% compared to 2019 and 12.5% compared to 2021, with
traffic recovering at an increasing pace towards the end of the year. Average daily traffic on the Athens Ring Road in 2022
amounted to approximately 237 thousand vehicles, compared to approximately 210 thousand in 2021, 180 thousand in 2020 and
236 thousand in 2019. It is worth noting that toll revenues on the Athens Ring Road exhibit a superior rate of recovery relative to
traffic. During the first quarter of 2023, average traffic volume in the Athens Ring Road is up around 9% relative to the comparative
period of reference year 2019, while toll revenues register double-digit percentage growth.
Real Estate
The Group’s real estate business is carried out through subsidiary AVAX Development SA, which during the financial crisis
focused on pushing forward with licensing and permitting procedures for some privately owned land in Greece and abroad, and
occasional sales of the available homes developed in the past.
AVAX Development is currently engaged in the development of a 2,200 sq m plot of land owned by AVAX, to build a residential
complex in the southern suburbs of Athens, and the planning and development of holiday home complexes in Chania, Crete. The
company participates with a 15% stake, in collaboration with Dimand SA, in the development project of a plot of 18,730 square
meters in Neo Faliro for the construction of building complexes of 57,450 square meters for mixed residential and commercial
use, overlooking the Saronic Gulf and very good transportation accessibility. The company also monitors the developments for
the participation in the development projects of Ellinikon, in combination with parent AVAX and international partners.
Facility Management
28
29
The Group is active in facility management with success through its subsidiary Task J&P-AVAX SA, which boasts a good clientele
base in the private and the public sector. The company offers a wide range of services for managing and maintaining business
installations, corporate offices and buildings. The outlook is positive because the targeting of the client base reduces doubtful
receivables and is based on long-term contracts and relations with clients.
G. Alternative Performance Measures
This Financial Report features some «Alternative Performance Measures», based on the ESMA Guidelines on Alternative
Performance Measures dated 05.10.2015), besides the International Financial Reporting Standards which derive from the Group’s
financial statements. APMs are not a substitute for other financial figures and financial indicators of the Group which are
calculated according to IFRS, rather they serve the purpose to allow the investment public to get a better understanding of the
Group’s financial performance.
APMs aim to enhance transparency and promote the usefulness and fair and complete information of the investing public, by
providing substantial additional information, excluding elements that may differ from operating results or cash flows.
The APMs used in the Group’s Annual Financial Reports are as follows:
1. Earnings before interest, tax, depreciation and amortization (EBITDA)
amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
Pre-tax Earnings, from continuing operations
(Α)
18,543 (26) 55,975 (24,437)
Financial Results (Β) (20,744) (22,254) (18,648) (19,931)
Investment Results / Adjustments for non-cash
items (C)
(6,537) (15,734) (6,537) (15,734)
Depreciation (D) 12,404 13,021 8,129 8,853
EBITDA, from continuing operations
(Α - Β - C + D)
58,228 50,983 89,289 20,081
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) are defined and calculated according to Circular #34 of the
Capital Markets Commission, as follows: Earnings before tax, financial and investment results and total depreciation (EBITDA) =
Profit / (Loss) pretax earnings +/- financial and investment results + Total Depreciation (of tangible and intangible assets). EBITDA
is widely used by financial analysts and banks to evaluate the capacity of corporations to service their debt out of generated cash
flow.
2. Capital Leverage Ratio
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amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
Net Bank Debt, excluding project financing and
non-bank leasing IFRS 16 (Α)
220,423 328,274 219,957 323,160
Shareholder Funds (Β) 154,910 110,418 295,530 304,160
Capital Leverage [ Α / Β ] 1.42 2.97 0.74 1.06
The capital leverage ratio is calculated as the ratio of the total of Short-term and Long-term loans at year-end to Total Shareholder
Funds at year-end. This ratio examines the relationship between loans and own equity to assess whether the business is
adequately capitalized or exhibits excessive exposure to bank loans and borrowed capital. Net bank debt calculations exclude
project financing and non-bank leasing to offer a more realistic view of Group liabilities for continuing operations.
3. Net Financial Liabilities (Net Debt)
amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
Bond Loans (228,278) (333,380) (228,278) (330,923)
Project Financing (650) (1,505) (650) (1,428)
Long-term Loans – due in next 12months (47,436) (50,050) (47,436) (47,495)
Leasing (75,782) (53,161) (46,500) (26,139)
Short-term Loans (30,685) (57,429) (25,642) (53,151)
Total Debt (Α) (382,831) (495,525) (348,506) (459,136)
Cash & Restricted Deposits, from
continuing operations (Β)
86,626 114,091 82,049 109,837
Net Financial Liabilities (Net Debt), from
continuing operations (Α + Β)
(296,205) (381,434) (266,457) (349,299)
Net Financial Liabilities (Net Debt) are calculated by subtracting Cash & Restricted Deposits from the total of Short-term and Long-
term Loans and Leasing. As a performance indicator, net debt gives an immediate view of the capacity of a business to repay all or
part of its debt making use of its cash and equivalent and restricted deposits.
4. Free Cash Flow
amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
Operating Cash Flow, from continuing
operations (Α)
13,056 53,540 85,164 73,936
Net Investment Cash Flow, from continuing 104,368 75,058 41,010 29,119
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operations (Β)
Free Cash Flow, from continuing
operations (Α + Β)
117,424 128,598 126,174 103,055
Free Cash Flow is calculated by adding Operating and Net Investment Cash Flow, to provide an indication of the cash generated by
a business due to its operation after paying for investments in assets. Positive free cash flow allows for financing of new activities
to expand the business and relax debt, while a free cash outflow must be matched by new equity injected by shareholders or
borrowing from the banking system.
5. Interest Coverage Ratio
amounts in € ‘000 GROUP COMPANY
2022 2021 2022 2021
EBITDA, adjusted (Α) 82,324 50,983 89,289 20,081
Net Financial Cost (Β) 20,744 22,254 18,648 19,931
Interest Coverage Ratio ( Α / Β ) 3.97 2.29 4.79 1.01
The interest coverage ratio reflects the capacity of the Company to meet the current cost of servicing its debt through the
production of operating profitability. The above calculations show the adjusted EBITDA of the Group and the Company to provide
a more realistic representation of liabilities relating to continuing operations.
H. Expectations & Prospects for 2023
Having recorded a growth rate of the Gross Domestic Product (GDP) of 5.9% in 2022, the Greek economy is expected to continue
to expand in 2023, despite an adverse backdrop of rising interest rates, stagflation and continuing search for alternative sources
for hydrocarbons, in the context of energy independence from Russia. According to official projections by international
institutions, Greece's GDP growth rate for 2023 is estimated in excess of 2.0%, taking into account the deterioration of the
business confidence climate and the observed volatility in financial markets due to the uncertain time horizon for the end of the
conflict in Ukraine.
Developments in the energy market and the effects of the Russian invasion in Ukraine constitute a significant burden on economic
growth, putting pressure on Greece's fiscal capacity. Essentially, the major challenge for the governments of Western economies is
to effectively support the disposable income of households, while reducing inflationary pressures, due to the ongoing crisis in
energy markets and the revaluation of basic food and industrial products.
In particular, as regards the AVAX Group, in 2023 it is estimated that a further improvement in financial performance will be
recorded, with a dynamic growth of the construction activity and a strengthening of profitability, given the growing work-in-hand
and the superior profitability characteristics of the projects signed recently. At the same time, the Group continues to participate
in tenders for public works and private self-financed projects of significant value in Greece, as well as highly specialised energy-
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related projects in international markets. Group management feels that the long period of financial austerity and non-distribution
of dividend due to loss-making years has passed, opening up positive prospects for the reward of shareholders due to sustainable
recovery of financial results on a long-term horizon.
I. Important Developments & Events past the Balance Sheet Date (31.12.2022) and up to the date of approval of this Report
Contract signed for Bralos-Amfissa Roadwork
In February 2023, the Company signed a contract for the construction of the Bralos-Amfissa road section in central Greece, worth
€207.2 million. That road section is one of the most technically challenging parts of the Lamia-Itea-Antirrio diagonal road axis and
marks the start for similar works in the future for other sections requiring upgrading.
Important Change in Shareholders / Voting Rights
A block of 12,263,889 shares (8.5%) and voting rights of the Company was transferred from MMLN 12 Limited, which is fully-
owned by Mr Stelios Christodoulou, to his personal investment account. Following the transaction, the control of the afore-
mentioned shares and voting rights by Mr Christodoulou became direct as opposed to indirect.
Η. Non-Financial Reporting
The principles of Sustainable Development are an integral part of the philosophy governing the corporate conduct of AVAX and are
recognized as a source of value creation. The goal of the Company is, through its activities, to create added value for all its
stakeholders.
Business model
In its business model and strategy, AVAX has integrated factors such as the immediate response to market trends and customer
needs, maintaining excellent relationship with its partners, as well as the implementation of technological innovations. Through
these practices, the Company aims to improve its corporate performance and create value for all stakeholders.
The individual elements of AVAX’s business model are analysed as follows:
Main activities
The Company’s main activities are construction and management of concessions such as marinas, highways, etc. With regard to
construction, AVAX has a wide portfolio of varied complexity which is distinguished into 3 categories: a) building projects, b)
infrastructure projects and c) energy projects. The erection of buildings falls into the first category, while highway, railway, etc
projects are included in the second. Finally, energy concerns natural gas pipeline projects and power plants.
Critical partnerships
To successfully complete its projects, the Company develops collaborations with specialised partners in various business segments
and geographical areas. The owners of the projects and the other members of joint ventures for the implementation of large
projects are critical partnerships. During construction, various suppliers of raw materials and related technical equipment play an
important role, while external designers and engineers may contribute to other areas of the project. The Company also cooperates
with national and international system certification authorities.
Basic resources
For the successful completion of its projects, the Company uses highly specialised personnel as well as advanced machinery,
technical equipment and other raw materials depending on the needs of each project. Coordination of all teams and tasks is
carried out utilising AVAX’s modern systems.
Cost structure
The main costs arising from the operation of the Company concern the acquisition and maintenance of the mechanical equipment,
the payroll and benefits of employees and construction materials. In some cases, the Company also acts in support of local
communities in the areas where the projects are implemented, especially in cases of large-scale projects that reshape the
landscape of an area.
Customer categories
The Company's clients are mainly government agencies or large private entities such as other construction companies or
international houses. These organisations are active in the field of large investments and infrastructures, which is precisely the
area of interest of AVAX.
Communication channels with customers
The main communication channels of AVAX with its customers are the various international exhibitions, conferences and
presentations in which it participates or organizes, in Greece and abroad. The Company's communication department is
responsible for managing external communication. In addition, on the AVAX website, there is a special "Contact" section, with the
aim of collecting any proposals or requests from interested parties.
Revenue structure
The Company's revenues come mainly from construction activities, as well as management of concessions. Thus, AVAX has income
from participations in joint ventures from public as well as private construction projects in Greece and international markets.
Competitive advantages
AVAX’s highly qualified and specialised human resources with the experience and know-how gained and developed in each
project, both in Greece and internationally, is its greatest competitive advantage. At the same time, the Company's certified
management systems based on international standards promote efficiency and safety across all activities.
The strategic approach of the Company is reflected in the axes of Sustainable Development which have been set, as follows:
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34
Expertise, specialisation and responsible market activity: AVAX aims to satisfy its customers by offering high quality
construction services. It undertakes demanding, large-scale projects and invests in innovative equipment and know-
how, improving its position in the constantly evolving and competitive business environment.
Employee care: AVAX offers opportunities for continuing education and development to employees, implements fair
remuneration policies and does not allow discriminations. The Company observes all necessary measures for the health
and safety of employees, in all its activities, while emphasising the development of a safety culture.
Environmental responsibility: The Company, with absolute respect for the natural environment, carries out systematic
actions to minimize its environmental impact, in all activities and projects it undertakes. Applying the principle of
prevention, it implements programmes for the optimal management of resources, the proper management of waste,
but also the increasing awareness of employees on those issues.
Social contribution: The Company plans and implements actions meeting the basic needs of vulnerable social groups
and local communities, near the work sites and areas of operations. It also encourages volunteering and supports
matters of interest regarding education, culture, environmental protection and social welfare.
Management of Sustainable Development Issues - Policies and Systems
Based on Transparency in all transactions, with respect for the Environment, rational use of Energy and care for Health and Safety,
AVAX incorporates its values across the spectrum of its activities. Along with its economic development and uninterrupted
operation, it has developed mechanisms and implements procedures for the effective management of sustainable growth issues.
In particular, it has established specific policies and implements appropriate management systems that support responsible
operation and determine how the Company's objectives are achieved. Specifically, AVAX, among others, has established and
implements the following policies and codes:
Internal Operating Charter
Occupational Safety and Health Policy
Environmental Policy
Energy Management Policy
Quality Policy
Code of Ethics and Conduct
Anti-Bribery Policy
Road Safety Policy
Data Security Policy
Business Continuity Policy
Detailed information regarding the Company's policies can be found on the corporate website:
https://avax.gr/dilwseis-politikis-etairias/
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The integrated management of important Company issues is carried out through the Management Systems being implemented.
The following certified systems are applied across all Group activities:
Quality Management System, according to the ISO 9001 standard
Environmental Management System, according to the ISO 14001 standard
Occupational Health and Safety System, according to the ISO 45001 standard
Energy Management System, according to the ISO 50001 standard
Anti-corruption management system, according to ISO 37001
Road Safety Policy, according to ISO 39001
Business Continuity Policy, according to ISO 22301
Data Security Policy according to ISO 27001
With all issues pertaining to sustainability and sustainability coming increasingly in the spotlight, AVAX set up in 2021 an ESG /
Sustainable Development Committee, comprising executives of the main departments of the Company. The aim of the committee
is to have a systematic and in-depth approach to relevant issues, effectively monitoring and improving the socio-economic
footprint caused to the economy and society by its direct, indirect and induced activities and its construction projects.
In addition, the Company has a Corporate Social Responsibility team, which monitors and records the annual action plan on
sustainability issues and submits proposals, with the aim of creating value for all stakeholder groups.
The following sections summarize the results of the policies and procedures implemented by AVAX, citing relevant reports on its
environmental and social performance (presentation of relevant non-financial indicators).
Contribution of AVAX in Global Sustainable Development Goals
The Company, through its activity and projects, contributes substantially to the achievement of some of the Global Sustainable
Development Goals (SDGs), to tackle the latest challenges. AVAX aims to contribute to their fulfilment through its projects, the
recognition of its essential issues and the monitoring of specific indicators. In particular, the Global Goals in the achievement of
which the Company can contribute positively to each axis of Sustainable Development, are:
Pillar E : Environmental issues
AVAX's commitment to continuous improvement of its environmental performance is based on the adoption of an environmental
policy and the implementation of an integrated environmental management. To implement its environmental policy and achieve
the objectives deriving from it, the Company applies an Environmental Management System which is certified according to ISO
14001. In this context, it develops and implements environmental programmes, while at the same time it systematically invests in
infrastructure for environmental protection.
In all projects, from construction to restoration and recovery stage, all issues related to the environment and its protection,
constitute a top priority for the Company. In this context, we take care of the education and continuous updating of the employees
on environmental issues, while also implementing specific actions to effectively manage the environmental impact.
Moreover, AVAX implements an Energy Management System according to the ISO 50001 standard, for all its activities. Taking into
account the international initiative of the Greenhouse Gas Protocol, the Company records, controls and engages in actions to
reduce energy usage (e.g. replacement of older lamps with newer LED technology, installation of electricity monitoring meters,
employee awareness programme, etc.)
Based on the principle of prevention, the Company makes every possible effort to reduce its impact on the natural environment,
implementing specialised actions in every project it undertakes. AVAX systematically records and monitors energy consumption,
direct and indirect emissions as well as water usage. Specifically, water used during the construction processes is sourced from the
water supply network of the respective area as well as from boreholes.
Based on the Company's Environmental Policy, procedures are applied for setting Environmental Objectives, which are clear,
measurable, attainable and time-bound. By operating in this way, the Company recognises in a timely manner the environmental
impacts that may arise and manages them effectively. In particular, regarding the proper management and reduction of energy
consumption, the Company's approach includes its certification based on the international standard ISO 50001 and the Energy
Management Policy, which is implemented since 2020. Based on this, AVAX is committed, among others, for:
Achievement of continuous improvement in energy performance and the Energy Management System of the Company
Establishing and reviewing goals and objectives in matters pertaining to energy management
Contribution to tackling climate change, by improving energy efficiency and saving natural resources throughout the life
cycle of the Company's services
Supply of high energy efficiency products and services
Planning for improvement of energy efficiency
Continuous education, training and motivation of the staff, in matters of energy management
Continuous monitoring, analysis and evaluation of the energy performance and the Energy Management System of the
Company
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37
Environmental management in all projects
The large scale of AVAX’s projects requires plans and procedures for managing potential environmental impact as a result of its
operations in each area. AVAX implements regular inspections on all technical equipment and vehicles used for leaks, and updates
staff regarding the plans and actions to deal with those incidents.
In the event of an environmental incident, the Company immediately puts into operation the relevant action plan and the
coordination of the Emergency Situation Team (EST). ESTs usually consist of 4 or 5 employees in each project, including the Project
/ Team leader.
The Environmental Engineer and the project manager contribute to the proper management of incidents by guiding and
coordinating the ESTs. They also take all necessary measures to ensure the termination / resolution of the incident or the
containment of its extent.
In addition, the energy consumption, direct and indirect emissions, as well as the usage of water are systematically recorded and
monitored in all Company projects. The water used during the construction of projects is sourced from the water supply network
of each area, boreholes, etc. Finally, waste management (hazardous and non-hazardous) is carried out only in cooperation with
properly licensed management companies.
Pillar S : Social & Labour issues
Company employees are the most important asset in its operation and development. Coupled with the effective implementation
of its policies, the Company implements a Code of Business Conduct and Ethics, which defines the framework of its operating
principles and comprises the basic tool for the formation of a unified corporate culture. In this context, the Company places
particular emphasis on:
hiring personnel through selection and evaluation systems governed by meritocracy, according to the needs and
demands of each work area
provision of equal opportunities in education and career development to all employees
merit-based and objective evaluation of employees
effective management of health and safety of its employees, and promotion of a prevention culture
protection of all employees and associates from the implications of the covid-19 pandemic
Key data on human resources *
Electric energy consumption (MWh) 2021
2022 2022 vs 2021
Head Quarters 2,070
1,713 -17.2%
Central Plant Maintenance Workshop 75
75 0%
Gender Distribution of human resources (employees) 2021 2022
Men 761 848
Women 172 225
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* data relating to the Company
AVAX cares for improving the quality of life of its employees through the provision of benefits, which function as a means of
strengthening the relations between human resources and the Company. In addition to agreed remuneration, the Company offers
a series of additional benefits, based on equal treatment, to all categories of employees, including:
private medical care for all employees and their family members
interest-free loans and payroll advances to deal with emergencies
blood bank through a regular voluntary blood donation program for employees and their family members
subsidy for post-graduate studies
distribution of face masks and antiseptic lotions on a monthly basis
weekly visit by medical staff
Depending on the position and hierarchical level of staff members, the Company has also adopted a policy providing for mobile
telephony, travel and transportation expenses (eg corporate car fleet, e-pass).
Education and development
AVAX supports the continuous development and systematic upgrade of the skills of its employees and offers the possibility of
training through inhouse and inter-company seminars, postgraduate programmes and participation in conferences. The topics of
the educational programmes focus mainly on issues of environmental project management, implementation of quality
programmes, security measures, first aid, risk management, as well as issues related to information on personal data protection
(GDPR).
Total 933 1.073
% women in total human resources 18.5% 21.0%
Age distribution of human resources (employees) 2021 2022
< 30 years old 51 88
30 – 50 years old 508 514
> 50 years old 374 471
Gender Distribution of human resources (project engineers) 2021 2022
Men 168 167
Women 37 40
Total 205 207
Age distribution of human resources (project engineers) 2021 2022
< 30 years old 3 2
30 – 50 years old 125 113
> 50 years old 77 92
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In addition, by actively supporting the new generation, AVAX provides the opportunity to young people for completing their
degree internship at its facilities, with the aim of getting acquainted with the work environment, training and gaining work
experience.
Equal opportunities and respect for human rights
Establishing a working environment of equal opportunities free of discriminations, where all employees enjoy the same rights and
are treated fairly, is a core value of the Company. The Company incorporates in its corporate values the 10 Principles of the United
Nations’ Universal Pact which include in particular the protection of human and labour rights, the safeguarding and promotion of
prosperity at all ages, gender equality, the reduction of inequality within and among countries. AVAX’s Code of Business Conduct
and Ethics refers to the above values and gives guidelines to employees by cultivating Respect and Protection of Human Rights.
Health and Safety at work
An integrated Occupational Health and Safety Management (OHSM) system, certified according to international standard ISO
45001, is used to effectively manage relevant issues. The perpetual goal and commitment for all is the continuous and daily effort
to minimise accidents at work, in all construction sites and areas of activity of AVAX. To this direction, the Company consistently
invests in training, security upgrade projects, medical services, etc.
Through its OHSM at work and the ultimate goal of "zero accidents", the Company implements a specific incident management
procedure, to establish an effective mechanism for the management of accidents which may occur during works at construction
sites or at other facilities. In addition, the Safety Manager at each construction site is responsible for health and safety issues,
carrying out inspections at the facilities, taking care of training of employees, as well as resolving any issues that arise, always in
collaboration with the site manager.
The Company places great importance on training and participation of its employees in related issues. To monitor and evaluate
performance in the field of health and safety at work, the Company uses internationally applicable and measurable indicators.
LTIFR: Lost time incident rate (number of incidents / safety events resulting in absence from work for a full day per 10
6
work hours)
SR: Severity rate (number of days in absence per 10
6
work hours)
* data relating to the entire Company (installations and projects ongoing at reporting date)
Social issues
The social commitment of AVAX is evident in all its actions and strengthens the responsible way in which it operates, enhancing
both its business development and the production of value to its stakeholders. The Company supports local communities and
develops relationships for collaboration, to identify the needs and concerns of their residents at an early stage. The Company also
Health and Safety Indicators * 2021
2022
Lost Time Incident Frequency Rate (LTIFR) 2.06
7.12
Severity rate (SR) 16.12
134.80
Mortal incidents 0
0
supports vulnerable social groups and provides sponsorships and donations to both organizations and various actions of local
communities, covering a significant range of needs. In particular, the social actions of the Company are distributed in the following
axes:
supply of PCs and tablets to the “Child’s Smile” (charitable organisation for youngsters)
renovation of a hospitality facility of the “Child’s Smile” in northern Athens
supply of heating oil to the “Child’s Smile” hospitality facilities
supply of tablets, PCs and examination beds for the primary school of ELEPAP (charitable organisation for youngsters with special
needs)
Through its activity, the Company produces multiple benefits for the society. In addition to remuneration in salaries and other
benefits to its employees, it pays the corresponding taxes and contributions to the state, while also making continuous
investments and payments to suppliers of materials and services. That way, the overall positive impact of the Company on the
local as well as the wider community is very significant.
Customer relations
The long-term relationships of trust that AVAX has developed with its customers both domestically and internationally, as well as
their high levels of satisfaction past the completion of the projects, are one of the key components of its successful course. Most
projects must meet specific conditions and requirements set by the clients/project owners themselves. In addition, upon delivery
of public works, a protocol of good project execution is sent, as the Company is interested in recording their satisfaction. Any
complaints that may arise are communicated directly to Project Managers, responsible for each project, via e-mail and / or
telephone.
An important element for the successful outcome and delivery of the projects, is also the excellent selection of suitable associates
(designers, architectural offices, civil engineers and collaborators of other specialties). AVAX expects from all partners, as well as
members of consortiums to share its values and comply with legislation.
Quality assurance
AVAX develops policies and procedures for all its activities, controls the effectiveness of their implementation and takes corrective
action for improvement. The Company implements a Quality Policy, which supports an efficient and effective Quality Management
System, in accordance with the requirements of the international standard ISO 9001. The Management System is designed to
cover all management functions of the Company and has, among others, as a goal:
Maintaining and improving its reputation for the quality management of its operations
The execution of projects in accordance with the requirements and expectations of customers, always in accordance with
applicable regulations, standards, legislation, etc
The utilisation of the acquired know-how and the exploration of the knowledge through systematic training of employees
Responsible supply chain management
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AVAX 's relations with suppliers and subcontractors throughout the Company's range of activities and operations are in accordance
with the principles of fairness, transparency, trust, honesty and integrity. As the promotion of customer relations and the
continuous improvement of services is a priority for AVAX, the Company places special emphasis on its relationship with suppliers
and great importance in their selection, as well as the supply of materials from local suppliers, where possible.
In this context, the Company has adopted and implements a procurement procedure. The Company is selective on its suppliers,
aiming to build long-term relationships with them. In addition to raw materials, the Company purchases mechanical equipment,
necessary for the execution of projects. The acquisition of mechanical equipment is described in the relevant procedure for
managing machinery, promoting the environmental performance in terms of their maintenance and efficient usage in ongoing
projects.
The precise specifications of both raw materials and mechanical equipment are clearly stated by the customer / project owner for
each project carried out by the Company. In this context, the implementation of the procurement procedure by the Company
ensures that the materials incorporated in projects always meet the respective specifications.
Evaluation of suppliers: Suppliers of raw materials and mechanical equipment, as well as mechanical equipment, who have not
conducted prior business with the Company, are evaluated for the first time through a questionnaire with specific evaluation
criteria. If their evaluation is positive, they are registered as approved suppliers in the Company's ERP. During 2022, 74 suppliers
were evaluated, based on labour and social criteria (percentage of total 12.1%).
Τhe selection and monitoring of the performance of subcontractors is implemented through a management process which
includes their evaluation and their registration in the Company's ERP. Depending on the requirements of the projects and the
critical status of works, stage-2 inspections of the projects may be carried out at worksites by quality inspector engineers. It is
worth noting that 60-70% of the Company’s larger suppliers (suppliers of concrete, metal parts, asphalt) have adopted Sustainable
Development practices in all their activities.
Pillar G : Corporate Governance
Auditing of the adequacy and efficacy of the Internal Auditing System of the Company and its most significant subsidiaries was
completed in March 2023 by a certified auditing firm, in accordance with the provisions of article 14 of Law 4706/2020 and the
Decision 1/891/30.09.2020 of the Board of Directors of the Capital Market Commission. According to the audit, no essential
elements of weakness of the Company's Operating Charter emerged, but several areas were pointed out as requiring
improvements. In this context, the Operating Charter of the Company and its subsidiaries will immediately be put in the process of
updating and updating, in accordance with the provisions of Law 4706/2020, in order to be officially approved by management.
Effective Risk management
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AVAX operates in an economic and social environment characterised by a variety of risks, both financial and non-financial. In this
context, it has established procedures for the control and management of both financial and non-financial risks. Amongst others,
the Company has identified the following risks:
Environmental risks
Health & Safety hazards
Compliance risks
Systemic risks
Geopolitical risks
Management of these risks is considered very important by the Company as they involve the risk of directly or indirectly affecting
its smooth operation. The Company's internal operating charter describes the risk areas and includes specific procedures
developed on the basis of the Prevention Principle for the management of Health, Safety and Environment issues. Moreover,
within the framework of the certified Management Systems applied by AVAX, a relevant assessment is carried out on an annual
basis for related risks. To reduce the probability and the importance of the occurrence of risks in the specific sectors, the Company
takes precautionary measures, plans and implements specific programs and actions and monitors its performance through
relevant indicators (quality, environment, health and safety at work) set.
The aforementioned audit of the adequacy and effectiveness of the Internal Auditing System of the Company and its most
significant subsidiaries also included the risk management, regulatory compliance and information security systems, making
reference to specific findings and recommendations for improvement. The report of findings reviews the existing organisational
structure and effectiveness of risk management, as well as the use of specialised software for the timely and valid identification
and management of business risks. Company management will immediately take the appropriate actions to strengthen
information security, to make better use of the relevant supervisory software and to strengthen the relevant data loss prevention
procedures and control matrix.
Details on all of AVAX’s financial risks are included in the relevant section of this Report of the Board of Directors.
Anti-corruption and anti-bribery issues
AVAX recognises the need to take precautionary measures to combat potential risks arising from issues related to transparency
and corruption. In this context, the Company implements an Anti-Bribery Management System, in accordance with the
requirements of the ISO 37001 International Standard, continuously assessing the risk related to Bribery issues that may arise in
the course of, and through its business activities. Furthermore, the implementation of the system allows the effective prioritisation
and evaluation of the risks and opportunities presented, besides improving the entire set of procedures.
As a result of the policies and relevant practices implemented by the Company, in 2022, as in previous years, no incidents of
corruption / bribery have occurred.
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NOTE:
The non-financial indicators presented in this report are in line with the Global Reporting Initiative (GRI Standards) guidelines
for the issuance of Sustainability Reporting Guidelines by the Global Reporting Initiative corporation. A detailed analysis is
included in the Annual Sustainable Development Report of the Company, which is available at webpage
https://avax.gr/en/viosimi-anaptyxi/ekthesis-eterikis-ypefthynotitas/
EU Taxonomy
The Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital flows towards a more
sustainable economy. The EU Taxonomy is a classification system of activities that, under certain conditions, may be considered as
environmentally sustainable or as activities that enable the transition to environmental sustainability. Under the Taxonomy
regulation, companies and organizations may attract funds to develop their sustainable activities as well as expand them further,
provided they meet certain criteria. Compliance with those criteria is monitored continuously and reported on an annual basis,
included in the non-financial section of the respective annual report.
The information presented herein abide by the Regulation’s requirements and the Delegated Acts issued as of the time of this
publication. The related guidelines allow for a margin of interpretation and are constantly evolving to adjust to the needs of the
process. Following this, AVAX Group will pay close attention to the related developments and will adjust its approach accordingly
regarding the assumptions and applicable methodology.
Taxonomy-eligible economic activity is considered any economic activity described in the delegated acts supplementing the
Taxonomy Regulation. The key performance indicators (“KPIs”) include the Turnover KPI, the Capital Expenditure (CapEx) KPI and
the Operating Expenditure (OpEx) KPI. For the reporting period 2022, the KPIs in relation to Taxonomy-eligible and Taxonomy-non-
eligible economic activities (Art. 10 (2) of the supplementary Delegated Act on Art. 8) are as follows:
Eligible Non-Eligible
amounts in € ‘000 %
%
Turnover 285,064 80% 72,992 20%
Cap Ex 2,339 59% 1,619 41%
Op Ex 5,219 59% 3,612 41%
Qualitative Information
Accounting Policy
44
I. Turnover KPI : The proportion of Taxonomy-eligible economic activities from the total turnover has been calculated based
on the net turnover from services corresponding to Taxonomy-eligible activities (numerator), divided by the total net
turnover (denominator), both of which referring to FY2022. The denominator of the turnover KPI is based on the net
turnover in accordance with IAS 1.82(a). Specifically, the total turnover of AVAX Group is reported in the Income Statement
for 2022.
II. CapEx KPI. The CapEx KPI is defined as the Taxonomy-eligible CapEx (numerator) divided by the total CapEx (denominator).
As for the reporting period 2022, we only report in the numerator on CapEx from taxonomy-eligible economic activities, as
there are no CapEx plans to upgrade a taxonomy-eligible economic activity to become taxonomy-aligned or to expand a
taxonomy-aligned economic activity. The total capital expenditure contains the additions to property, plant and equipment
as well as intangible assets and right-of-use assets during the fiscal year, before accounting for depreciation, amortisation
and any appraisals, including those resulting from any revaluations and impairments. The total capital expenditure of the
Group is reported in the Cash Flow Statement for 2022.
III. OpEx KPI. The OpEx KPI is defined as the Taxonomy-eligible OpEx (numerator) divided by the total OpEx (denominator).
The definition of EU Taxonomy for the operating expenses includes spending on research and development, renovation of
buildings, maintenance and repair, as well as any other direct expenses related to the day-to-day maintenance of property,
plant and equipment. Total OpEx consists of direct non-capitalised costs relating to repair and maintenance and short-term
leases (denominator). It does not include expenditures relating to the day-to-day operation of tangible assets such as: raw
materials, cost of employees operating the equipment, electricity or fluids necessary to operate the equipment. Similar to
CapEx above, for the reporting period 2022 in the numerator we only report OpEx from taxonomy-eligible economic
activities, as there are no OpEx plans to upgrade a taxonomy-eligible economic activity to become taxonomy-aligned or to
expand a taxonomy-aligned economic activity.
The financial report of AVAX Group has been prepared in accordance with International Accounting Standards (IAS) /
International Financial Reporting Standards (IFRS) as adopted by the European Union. The accounting principles used in the
preparation of the table presented above are outlined in Section C in the “Annual Financial Report from January 1 to December
31, 2022”.
Infrastructure facilitating road transport and public transport
Taxonomy activity description:
This activity consists of the construction, modernisation, maintenance and operation of motorways, streets, roads, other
vehicular and pedestrian ways, repaving work on streets, roads, highways, bridges or tunnels and construction of airfield
runways, including the provision of architectural services, engineering services, project drafting services, building inspection
services and surveying and mapping services and the like, as well as the performance of physical, chemical and other analytical
testing of all types of materials and products, and excludes the installation of street lighting and electrical traffic lights.
Eligible AVAX activity description:
The Group, having considerable experience in motorway construction and the construction of road infrastructure in general, in
2022 undertook a plethora of projects for the upgrade and expansion of the Greek national road network as well as similar
projects abroad. Such projects included construction in the new Patras-Pyrgos section of the Olympia Motorwaythe
reconstruction of bridges for the Aegean Motorway, as well as the bridge at Ston, Croatia along with several supplementary
infrastructure works.
Construction of new buildings
Taxonomy activity description:
This activity consists of the development of building projects for residential and non-residential use by bringing together financial
and technical means and materials to construct the building projects for later sale, as well as the construction of complete
residential or non-residential buildings, on own account for sale or on a fee / contract basis.
Eligible AVAX activity description:
During 2022, a series of building projects both for residential and non-residential use were constructed by the Group, including
most notably the construction of the “City of Dreams – Mediterranean Integrated Casino Resort” complex in the outskirts of
Limassol, Cyprus. Other projects included in this activity are the construction of the “Anatolia” college complex in Thessaloniki
and the building of luxurious residences in the vicinity of the Limassol Marina, Cyprus.
Infrastructure for rail transport
Taxonomy activity description:
This activity consists of the construction, modernisation, operation and maintenance of railways and subways, as well as bridges
and tunnels, stations, terminals, rail service facilities, safety and traffic management systems including the provision of
architectural services, engineering services, project drafting services, building inspection services and surveying and mapping
services and the like, as well as the performance of physical, chemical and other analytical testing of all types of materials and
products.
Eligible AVAX activity description:
The Group, as part of its construction activities, has undertaken the implementation of various projects throughout the national
railway network, including the expansion of metro lines in Athens and Thessaloniki, the upgrade of the railway system in the
Tithorea-Domokos and Thessaloniki-Idomeni sections. These projects include all relevant works for the completion of rail
transport infrastructure, such as the boring of tunnels, construction of stations, railway service facilities etc, which fall within the
scope of this activity.
Manufacture of other low carbon technologies
Taxonomy activity description:
This activity consists of the manufacture of technologies aimed at substantial Green House Gas (GHG) emission reductions in
other sectors of the economy, where those technologies are not covered by other activities within the Taxonomy framework.
45
46
Eligible AVAX activity description:
As part of its agreement with Greece’s Public Power Corporation (PPC), the Group has undertaken the procurement and
installation of an Exhaust Desulphurisation System at a PPC power plant, to remove a substantial amount of sulfur dioxide, a
byproduct of the plant’s operation. In that project, AVAX provides the engineering, procurement of materials and
equipment/machinery required, as well as the know-how for their installation as a comprehensive system in the Agios Dimitrios
power plant.
Other Eligible Activities
During 2022, as part of its activities, the Group has undertaken a broad range of smaller projects that fall under other EU
Taxonomy activities. Based on pertinent legislation, we determined that the Group’s economic activities in 2022 can further be
included in the following EU Taxonomy activities:
4.8. – Electricity generation from bioenergy,
5.1 – Construction, extension and operation of water collection, treatment and supply systems,
5.3 – Construction, extension and operation of waste water collection and treatment,
5.6 – Anaerobic digestion of sewage sludge
5.7 – Anaerobic digestion of bio-waste,
5.8 – Composting of bio-waste,
5.9 – Material recovery from non-hazardous waste,
6.16 – Infrastructure for water transport,
6.17 – Airport infrastructure,
7.2 – Renovation of existing buildings and
7.7 – Purchase and ownership of buildings
The proportion of the turnover, capital and operational expenditure connected to these activities has been included in the KPIs
of the present report according to the calculation instructions published in the Delegated Act 2178/2021/EU.
Line Activities related to nuclear energy
1. The Company conducts, finances or has exposure to the research, development, demonstration and
exploitation of innovative power generation facilities that generate energy from nuclear processes with
minimal waste from the fuel cycle
NO
2. The Company undertakes, finances or has exposure to the construction and safe operation of new nuclear
facilities for the production of electricity or industrial heat, including for district heating purposes or for
industrial processes such as hydrogen production, as well as their safety upgrades, using the best available
technologies
NO
3. The Company undertakes, finances or has exposure to the safe operation of existing nuclear facilities for
the production of electricity or industrial heat, including for district heating purposes or for industrial
processes such as hydrogen production from nuclear energy, as well as their safety upgrades
NO
47
Activities related to fossil gaseous fuels
4. The Company undertakes, finances or has exposure to the construction or operation of facilities for the
production of electricity with the use of fossil gaseous fuels
YES
5. The Company undertakes, finances or has exposure to the construction, renovation and operation of
combined cycle facilities for the production of heat and electric energy with the use of fossil gaseous fuels
NO
6. The Company undertakes, finances or has exposure to the construction, renovation and operation of heat
output facilities for the production of heat with the use of fossil gaseous fuels
NO
Electricity generation from fossil gaseous fuels
Activity Eligibility Breakdown
€ ‘000
%
Turnover
Eligible 452 0.12%
Cap Ex
Eligible 298 7.53%
Op Ex
Eligible 665 7.53%
Taxonomy activity description:
This activity consists of the construction or operation of electricity generation facilities that produce electricity using fossil gaseous
fuels. This activity does not include electricity generation from the exclusive use of renewable non-fossil gaseous and liquid fuels and
bioenergy.
Eligible AVAX activity description:
The Group completed an electricity generation facility which uses natural gas in Iraq. That project, located in the outskirts of
Baghdad, is the largest power station construction project awarded internationally to a Greek company and one where AVAX, apart
from the construction also provided the engineering and procurement of equipment/machinery and materials needed for its
completion.
Minimum Safeguards
The implementation of Sustainable Development principles is an integral part of AVAX’s construction segment, and serves as
something more than just a guide in decision-making and in charting its business strategy.
On this basis, the Company sets as its strategic goal to ensure responsible operation and generating added value for all its
stakeholders.
48
Through its activities and major projects undertaken, the Company makes a substantial contribution to achieving some of the
Sustainable Development Goals (SDGs) seeking to address current challenges.
The ultimate supervision and steering for any issues concerning the above pillars is assumed by the AVAX ESG / Sustainability
Committee, which consists of executives of the main departments of the Group. Among other things, the Committee monitors and
proposes improvements, where necessary, regarding the actions and the socio-economic footprint of the Group.
AVAX places particular emphasis on continuing professional development of employees, on merit-based appraisal, protection of
human rights and labour rights, on safeguarding and promoting the well-being of all employees, regardless of position or rank, on
gender equality and on respect for diversity. These values are included in the Company's Internal Rules and Regulations and its
Code of Business Conduct & Ethics, which contain appropriate guidelines for all employees on cultivating respect for human and
labour rights.
The Code of Business Conduct & Ethics has been developed in accordance with the OECD Guidelines for Multinational Enterprises.
More information regarding the Group’s Taxonomy-eligible operations, as well as the evaluation of alignment based on the
technical eligibility criteria, are presented on the Sustainable Development Report 2022
K. Corporate Governance Report
CONTENTS
Introduction
1. Code of Corporate Governance
1.1 Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate
Governance
1.2 Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code not
applied by the Company and justification for not applying them
1.3 Corporate governance practices applied by the Company in excess of legal requirements
1.4 Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report
1.5 Board Directors’ Suitability Policy
1.6 Report of Independent Board Directors to Shareholders at the Annual General Meeting
1.7 Internal Operating Charter
2. Board of Directors
2.1 Membership and functioning of the Board of Directors
2.2 Information on the members of the Board of Directors
2.3 Information on Company executives
2.4 Strategic Planning & Risk Management Committee (Executive Committee)
2.5 Audit Committee
2.6 Remuneration & Nomination Committee
2.7 Project Bidding Committee
2.8 ESG / Sustainable Growth Committee
2.9 Participation to Board and Executive Committee meetings
2.10 Ownership of Company shares by Board Directors and Company Executives
2.11 Declaration of annual examination of independence prerequisites for independent Board Directors
2.12 Reports of the Audit Committee and the Remuneration & Nomination Committee
2.13 Remuneration Report
3. General Meetings of Shareholders
3.1 Functioning of the General Meeting and its basic authorities
3.2 Shareholder rights and means of exercising them
4. Main characteristics of the Company’s internal auditing and risk management systems in relation to the preparation of
financial accounts
5. Other administrative or supervisory bodies or committees of the Company
6. Additional Information
Introduction
The term “Corporate Governance” describes the means by which companies are managed and controlled. It refers to a set of
relations between the Company management, its Board of Directors, its shareholders and other interested parties. Corporate
governance is the structure used to approach and set corporate targets, identify the main risks to its operations, define the means
to achieving corporate targets, set up the risk management system and enable the monitoring of the management’s performance
and effectiveness in dealing with all the afore-mentioned issues.
Effective corporate governance plays a meaningful and primary role in promoting competition among businesses and
strengthening the internal structure of their operations. The increased transparency resulting from effective corporate governance
helps improve overall economic activity in a corporation, to the benefit of its shareholders and other stakeholders.
This Corporate Governance Report is a special section of the Annual Report of the Board of Directors, in accordance with article
152 of Law 4548/2018 and paragraph 3 of article 18 of Law 4706/2020.
The Company has adjusted its Corporate Charter to comply with Greece’s key Corporate Law 4548/2018.
1. Code of Corporate Governance
The Company complies with the principles of corporate governance, as outlined in pertinent legislation (article 37 of Law
3693/2008, article 152 of Law 4548/2018 and its amendments, as well as Law 4706/2020).
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1.1 Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate
Governance
This Statement concerns the entire set of principles and practices observed by the Company in accordance with Law 3873/2010
and article 152 of Law 4548/2018.
The Company voluntarily complies with the corporate governance practices outlined in its Code of Corporate Governance,
accessible at its website www.avax.gr. The Company has adopted the revised Code of Corporate Governance published in 2021 by
Greece’s Federation of Enterprises in association with the Greek Corporate Governance Council.
Corporate Governance refers to a set of relations between the Company management, its Board of Directors, its shareholders and
other interested parties. Corporate governance is the structure used to approach and set corporate targets, identify the main risks
to its operations, define the means to achieving corporate targets, set up the risk management system and enable the monitoring
of the management’s performance and effectiveness in dealing with all the afore-mentioned issues.
The legal framework of AVAX’s Code of Corporate Governance is the following:
i. Law 3693/2008 which enforced the setup of audit committees and corporate disclosure of sensitive information regarding
the ownership status and governance of companies
ii. Law 3873/2010 which put in effect the European directive #2006/46/EC, acting as a reminder for the need to adopt a Code
of Corporate Governance and becoming the main pillar of that Code
iii. Law 3884/2010 and Law 4548/2018 on shareholder rights and additional obligations regarding corporate disclosure to
shareholders in the run-up to General Meetings of shareholders
iv. Law 4548/2018 which updated the obligations of listed companies and the functioning of various administrative
committees, along with the disclosure of the Remuneration Report
v. Law 4706/2020, which came in effect in July 2021 replacing Law 3016/2002, focusing on the qualitative aspect of Board
members in listed companies, and introducing a series of statutory documents and administrative committees
Through its Code of Corporate Governance, the Company meets all relevant legal obligations and develops a corporate culture
which rests upon the principles of business ethics as well as the protection of the interests of shareholders and all interested
parties.
1.2 Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code not
applied by the Company and justification for not applying them
In accordance with article 152 of Law 4548/2018 currently in effect, a very important aspect of the Code of Corporate Governance
is the adoption of the standard for justification of non-compliance of the Company with specific areas of its Code of Corporate
Governance. Pertinent legislation and the Company-adopted Code follow the approach of “compliance or justification” and
require either the compliance with the Code of Corporate Governance in its entirety or the detailed analysis of areas of the Code
where the Company derogates from, along with the justification for this derogation.
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In relation to the practices and principles of the Company’s Code of Corporate Governance, the following are the existing
derogations and their respective justifications:
i. Ensuring diversity criteria among senior management, with appropriate targeting and timing
Senior executives are meant to help the Company fulfil its purposes and service of its needs. Given that the Company is
predominantly active in the construction industry, the selection of appropriate executives with qualifications and experience in
undertaking, managing and executing technical projects, is based on knowledge, specialisation, skills and perception and not
dependent on their gender as required by diversity criteria. Therefore, there can be no targeting and timeline for achieving the
above criteria. Nevertheless, during the selection of such executives, the company observes the best possible balance of
diversity criteria, as required by law and formal and substantive qualifications.
ii. Ensuring sufficient time availability for the members of the Board of Directors to perform their duties, placing a restriction on
the participation in the administrative bodies of other unrelated companies
The election of the Company’s Board members is based on their knowledge and experience, as well as their familiarity with the
Company’s line of business. The exercise of their duties as well as the provision of their services in managing the company is a
primary priority and takes place unhindered and unaffected by any participation in the management bodies of unrelated
companies.
1.3 Corporate governance practices applied by the Company in excess of legal requirements
The corporate governance practices applied by the Company are in line with pertinent legislation and outlined in its Code of
Corporate Governance. The Company has segregated the duties of its Board Chairman from those of the Managing Director and
applies an integrated system of internal auditing in accordance with international standards and the regulatory framework in
effect.
It has also introduced a Code of Conduct and an Internal Operating Charter to apply the standards of modern corporate
governance and effective Internal Auditing. The Audit Committee and the Remuneration & Nomination Committee have
prepared their own Operating Policy.
The composition of the Board of Directors meets the requirement for a minimum 25% representation of each gender in the total
number of Board members, as per article 3 of Law 4706/2020.
In line with Law 3016/2002 and 4706/2020, at least two non-executive Board members need also be “independent”. The
Company’s Board of Directors is comprised of 10 members, including five non-executive members, four of which are also
Independent.
Company Board members are elected for a three-year term.
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1.4 Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report
In compliance with Law 4548/2018, the Company has adopted an official Remuneration Policy for the members of its Board of
Directors. The initial version of that Remuneration Policy was approved by shareholders at the Annual General Meeting held on
01.09.2020, and shareholders will be asked to approve its updated version at the Annual General Meeting in June 2023.
The Company prepares an annual Remuneration Report which is introduced for discussion as an agenda item at the annual
general meeting. The Remuneration Report contains an overview of all types of remuneration of board members in accordance
with pertinent legislation and the approved remuneration policy.
1.5 Board Directors’ Suitability Policy
The Company has drafted a Suitability Policy for its executive members, in accordance with the provisions of article 3 of Law
4706/2020 and Circular 60/18.09.2020 of Greece’s Capital Market Commission, which was approved by the shareholders at the
Annual General Meeting of 24.06.2021. This text provides the guidelines on the set of principles and criteria that apply as a
minimum in the selection, replacement and renewal of the term of office of the members of the Board, in the context of the
assessment of individual and collective suitability. The Suitability Policy aims to ensure the quality staffing, efficient operation
and fulfilment of the role of the Board of Directors based on the overall strategy and the medium-term business aspirations of
the Company in order to promote the corporate interest.
1.6 Report of Independent Board Directors to Shareholders at the Annual General Meeting
The independent non-executive members of the Board of Directors of the Company submit a Report to the Annual General
Meeting of Shareholders, starting from the year 2021 according to the requirement of Law 4706/2020 (article 9 paragraph 5).
This report expresses an opinion on the quality characteristics of the management exercised by the executive members of the
Board of Directors, in terms of implementing good corporate governance practice and safeguarding the interests of
shareholders, as well as other internal and external stakeholders. Also, there is an opinion on the completeness and correctness
of the content of the Management Report of the Board of Directors and the Corporate Governance Statement which are
included in the Annual Financial Report.
1.7 Internal Operating Charter
The Company has approved an Internal Operating Charter to ensure its efficient and correct operation, in line with article 37 of
Law 3693/2008, article 152 of Law 4548/2018, and mainly of Law 4706/2020 for corporate governance, coupled with the
decisions of the Hellenic Capital Market Commission on companies listed on the Athens Stock Exchange and the principles set by
the Company's Board of Directors. The Internal Operating Charter includes the description of the Company's management
committees, their membership and responsibilities, as well as the description of the organisational structure of the
administrative services reporting to Company management and their responsibilities. It also includes the procedures for hiring
and evaluating the performance of the Company's executives, as well as the basic principles of operation of the internal auditing
unit and the code of transactions on Company securities. The Internal Operating Charter is posted on the Company's website
www.avax.gr
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53
2. Board of Directors
2.1 Membership and functioning of the Board of Directors
The Company’s Board of Directors was elected for a 3-year term on 24.06.2021, ie until 24.06.2024, and comprised the following
members as of 31.12.2022:
1 Christos Joannou Chairman, Executive Member
2 Konstantinos Kouvaras Deputy Chairman & Executive Member
3 Aikaterini Pistioli Vice Chairman, Non-Executive Member
4 Konstantinos Mitzalis Managing Director
5 Konstantinos Lysaridis Executive Member
6 Anthony Mitzalis Executive Member
7 Christos Siatis Independent, Non-Executive Member
8 Alexios Sotirakopoulos Independent, Non-Executive Member
9 Michael Hatzipavlou Independent, Non-Executive Member
10 Theodora Monohartzi Independent, Non-Executive Member
The Board of Directors had 10 members as of 31.12.2022, of which five were Executive, one was Non-Executive and four were
Independent, Non-Executive.
Members 1 (Chairman), 2 (Deputy Chairman, 4 (Managing Director), 5 (Member) and 6 (Member) are Executive
Member 3 (Vice Chairman) is Non-Executive
Members 7 to 10 are Independent & Non-Executive
Members 1, 2, 4 and 5 participate in the Corporate Planning and Risk Management Committee
Members 3, 7 and 8 participate in the Audit Committee
Members 3, 9 and 10 participate in the Remuneration & Nomination Committee
The authority of executive Board members is defined and described in relevant official minutes of a Board meeting.
Non-executive and independent Board members are assigned the task of supervising corporate activities. Those Board members
are seasoned professionals from the business and academic community with both local and international work experience,
selected on the basis of their education and social status. To that extent, those Board members are perfectly suited to have an
unbiased and all-round understanding of business affairs and express objective views on them.
Acting collectively, the Board of Directors manages and handles all corporate affairs. It decides on all issues concerning the
Company and acts accordingly, except for those issues and actions where jurisdiction rests with the General Assembly of
Shareholders, in line with legislation or the Company Charter.
Collective action by the Board of Directors is required in the following cases:
Actions required by Law to be taken collectively by the Board of Directors
The sale or offer of Company shares, the acquisition of other businesses or proposals for merger with other businesses
The sale or acquisition by the Company of assets (either current or fixed) worth at least €1,000,000
Signing contracts or entering obligations worth at least €3,000,000
The provision of loans, credit or other financial facility, guarantee, compensation or other insurance to third parties, either
legal entities or individuals, outside the ordinary course of the Company business worth at least €3,000,000, as well as the
provision of trading credit valued at a minimum of €3,000,000 to clients outside the normal Company policy.
Signing loans worth at least €3,000,000
The acceptance of encumbrances on Company assets valued at a minimum of €3,000,000
Changes in accounting policies already adopted by the Company
Signing contracts or significantly amending signed contracts, or signing contracts with non-commercial terms worth at least
€3,000,000
The Board of Directors issues an annual report outlining the Company’s transactions with related parties. This report is
submitted to the supervising authorities.
The Board of Directors reserves the right to take special decisions on delegating all or part of its authority and powers stated in
the Company Charter and the Corporate Law, to grant specific members of the Board of Directors or other Company employees
or third persons, acting either on their own or jointly, specific rights of representation of the Company.
All practices governing the role and jurisdiction of the Board of Directors are included in the Company Code of Corporate
Governance.
The Board of Directors of the Company reviews at least once per financial year the fulfilment of the conditions of independence
of its independent non-executive members, as per paragraph 1 of article 9 of Law 4706/2020. In particular, members of the
Board of Directors are considered independent if at the time of their appointment and during the term of their office do not
directly or indirectly hold a percentage of voting rights greater than 0.5% of the Company's share capital and do not have any
financial, business, family or other type of relations which may influence their decisions, independent and objective judgment. If
during the control of the fulfilment of the conditions of Law 4706/2020, or at any time it is ascertained that the conditions have
ceased to exist for an independent non-executive member, the Board of Directors takes the appropriate actions to replace that
54
member. These conditions were met for the 4 independent, non-executive members of the Board of Directors of the Company
since their appointment as independent, non-executive members after their election in June 2021, and continue to be met until
the date of publication of this Report.
2.2 Information on the members of the Board of Directors
Christos Joannou : Born in 1972 in Nicosia, Cyprus. Graduated from Athens College in 1990, received his BA degree in
Mathematics from Cornell University in 1994 and his ΜΒΑ from the ΜΙΤ Sloan School of Management in 1998. He is also
Chairman of Donkey Hotels and a member of the Chancellor’s Court of Benefactors at Oxford University and the MIT Sloan
Executive Board
Konstantinos Kouvaras : Born in Arta, Greece, he is a civil engineer with long experience in large projects since 1968.
Aikaterini Pistioli : Born in 1971 in Athens, Greece. Graduated from Athens College In 1990, received her degree in Electrical
Engineering (Dipl.Ing.) from the Technical University of Munich (TUM) in 1996. From 1996 to 1998 she worked as an engineer at
PHILIPP HOLZMAN AG in Berlin. Since 1998, returning to Greece, she has worked on a variety of PYRAMIS SA projects,
participating in the Board of Directors as Chairman and CEO from December 2016 until today. She also participates in the Boards
of Directors of AVAX SA and GREEN TOP Energy SA.
Konstantinos Mitzalis : He is a civil engineer with long experience in large projects. Former major shareholder of subsidiary
ETETH SA, in which he is Board Chairman and Managing Director since 1978. Born in Salonica, Greece.
Konstantinos Lysaridis : He is a a civil engineer (graduated in 1968) with long experience in large projects. Former senior
executive of subsidiary ETETH SA since 1970, in which he is Vice-Chairman and Technical Director. Born in Salonica, Greece.
Anthony Mitzalis : Born in Salonica, Greece in 1984. He is a civil engineer. Works for the AVAX group since September 2009.
Member of the Board of Directors of subsidiary ETETH SA since August 2014. Holder of a BEng in Civil Engineering from the
University of East London and an MSc in Structural Engineering from the University of Surrey.
Christos Siatis : He has substantial experience as a senior executive at international auditing firms, with expertise in auditing and
operational and financial corporate restructuring.
Alexios Sotirakopoulos : He is a Lawyer, member of the Athens Bar Association, a graduate of the Law School of the University
of Athens, specializing in Commercial Law and in particular Corporate Law.
Michael Hatzipavlou : He is a graduate economist at the London School of Economics, Certified Auditor of England & Wales
(FCA), has a CFA distinction from the same Institute and is a member of the Board of Certified Auditors-Accountants of Greece
(SOEL). Founding member and former Chairman / CEO of Deloitte Greece, he started his career in Greece with the Auditing
55
Department and then proceeded to the creation and development of the Management Consulting Department and the Financial
Advisory Department of the company. He was a certified auditor in various companies & banks, responsible for consulting
projects on corporate governance, business organization & restructuring, in more than 150 valuations of banks & companies, as
well as in numerous acquisitions & mergers. Since 2016 he is CEO of Fukuro Capital Advisors Ltd, advising mainly foreign
investors, while he was Chairman of the Board at Athens-listed Trastor REIT and Alpha TV Cyprus.
Theodora Monohartzi : She is a lawyer, Greek citizen, studied at the Law School of the University of Athens, graduating in 1988.
During 1988-1990 she completed postgraduate studies and received a Master's degree from the University of Hannover,
Germany, specialising in European Corporate and Labour Law, while her master's thesis was on Labour Law and, in particular, a
comparative study of strike law within Europe. Since 1990 she is an Athens lawyer, a member of the Athens Bar Association,
specializing in Civil, Corporate, Labour, Banking Law as well as Energy Law, also resolving disputes related to complex legal issues
on corporate matters. She is a partner in "Sarantitis Law Firm" since 2004, whereas she was an associate in "Sarantitis &
Associates" between 1991 and 2004. She has headed the Dispute Resolution Department of the law firm for a number of years,
and has handled important cases of individuals and large groups as a lawyer before the Supreme Court since 1999. She is the
head of the Energy Law Department at the law firm, acting as a legal advisor to companies and joint ventures developing
projects related to renewable energy sources.
The afore-mentioned CVs demonstrate that the composition of the Board of Directors of the Company reflects the knowledge,
skills and experience required to exercise its responsibilities, in accordance with the approved Fitness Policy and the business
model and strategy of the Company.
2.3 Information on Company executives
Panagiotis Anagnostou, Director of Technologies and Systems
Born in Chicago, USA in 1977. Holds an HND in Computer Systems from Highbury College, a BSc in Computer Science Engineering
from the University of Sunderland and an MBA in Information Systems Management from the Institut Universitaire Kurt Bosch.
Working for the AVAX group since 1996. He is Director of Technologies and Systems since 2020.
Athena Eliades, Director of Group Financial Management
She is a graduate of the Department of Chemistry of the National University of Athens, an MBA in Business Administration and
holds the professional titles of Charter Certified Accountant (FCCA), Certified Internal Auditor (CIA) and Certified Data Protection
Officer (TLIV AUSTRIA), Certified IFRS (ACCA-SOEL), Certified IFRS (ICAEW). She is a licensed Certified Public Accountant (SOEL), has
a certificate of Practice of Accounting and Auditing Profession of Cyprus (SELK), and is a member of the Hellenic Institute of
Internal Auditors (NHRF). Participated as a speaker in seminars and conferences in Greece & Cyprus. In 1984, she began her career
in Cyprus as Quality Control Manager and then as Production Manager in a large dairy industry. In 1992 she continued in Greece as
an auditor and consultant in Audit firms, and as CFO in credit institutions until 1998, when she joined the AVAX Group as CFO. She
is a Board member in Group companies in Greece and abroad. She was a project manager in the implementation of an integrated
ERP application in the construction industry, has dealt in detail with corporate governance, procedures, control systems and
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Internal Audit services for the interior, but also abroad, Europe and the Middle East. Also, in 2008 - 2009 she was an advisor to the
Ministry of Finance on issues of organizing an Internal Audit service in public entities.
Demosthenes Katsigiannis, Director of the Office of the Managing Director
He is a Civil Engineer, NTUA graduate and holds an MBA from Strathclyde Business School. Since 1994 he has been employed in
the construction sector, with the construction and supervision of technical projects, while he was General Secretary of
Environment (2004-2006) and General Secretary of Public Works (2006-2009). He has been working for the AVAX group since
2009, and is heading the Office of the Company's CEO since 2020.
John Koumenos, Director of Human Resources
Holds a degree in Electrical Engineering from the Polytechnic School of the University of Patras, with a postgraduate degree in
Business Administration (MBA) from the University of Sheffield (UK). Also holds the title of European Project Manager from the
University of Bremen (Germany) and is certified in Public Relations from the Hellenic American Union. He was the Managing
Director of a subsidiary of AVAX (Mondo Travel), a senior manager in the construction of the Rio-Antirio Bridge (Head of HR) and
in large industrial units (Pepsico-Ibi Factory Manager, Production Manager & Former Technical Director in Conitex Greece EVIEN
SA), having also served as a Scientific Associate at the Polytechnic School of the Aristotle University of Thessaloniki, as well as a
supervising engineer at PPC projects. He has attended numerous seminars on administrative and technical issues, while he has
been a speaker at many conferences and seminars on technical issues, on Administrative-Organizational issues & Human
Resources development, while also having numerous publications in newspapers and magazines. He was a columnist for the
daily newspaper "THESSALONIKI" for 10 years. He was a member of the Board of Directors & Supervisory Board of the Building
Cooperative of Graduate Engineers of TEE, Department of Central Macedonia. He was President of Greece’s Bridge Federation,
President of the Rotary Club of Kifissia and Assistant Governor of the Greek Region of Rotary (2470). He is a member of the
Hellenic Human Resources Management Association and was recently appointed an Alternate Member of the Steering
Committee of the Pension Fund for Civil Engineers (TMEDE).
Roi Konstantarou, Director of Quality - Health and Safety - Environment and Sustainable Development
She holds a B.Sc. Civil Engineer degree and for the last 20 years works for the AVAX SA group as Director of Quality Management-
Safety and Health-Environment and Corporate Social Responsibility. The department takes care of the preparation and the support
of the implementation of procedures for projects, from bid preparation, to construction and up to final delivery to clients. The
procedures concern methodologies of Quality Control (Quality Plans), implementation and monitoring of Safety and Health
Measures (Safety Plans / Risk Assessments), monitoring and support of Environmental Plans (Environmental Plans / Risk
Assessments), as well as relevant licenses. She also deals with the organization and implementation of the CSR programs of AVAX
SA, adopting best practices related to people, society, the market and the environment. The department is also involved with
issues of Sustainable Development within the framework of the ESG operated by the group as well as the support of the
implementation of LEED, BREEAM, Estidama etc systems during project construction. This activity concerns the entire range of
operations of the AVAX group, in domestic and international operations.
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Cleopatra Papastamatiou, Head of Legal Service Lawyer
Graduate of the Law School of the National University of Athens. Registered with the Athens Bar Association since 1988. She has
worked as a freelance lawyer and a legal advisor to construction companies since 1989. Has remarkable experience in company
law, commercial law, public works and procurement law. Languages: English.
Nikolaos Rigopoulos, Infrastructure and Building Projects Manager
He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber since 1980. Working at AVAX since 1988. He is
mostly involved in public works, metro projects, as well as projects towards the Egnatia Motorway and the Greek railways, initially
as a site director and later on as a project manager. He heads the department for infrastructure and building projects since 2020.
George Tasakos, Network Project Manager
He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber. Working at AVAX since 1995 as a Project
Engineer. He was appointed Technical Director in 1997, Director of Natural Gas Projects in 2000 and is Director of Network
Projects since 2020, participating in the construction of respective projects. He heads the department for energy and hydraulic
projects since 2002. Between 2016 and 2020 he participated in the Board of Directors of BONATTI J&P AVAX Srl, which carried out
the construction of sections 2 & 3 of the TAP gas pipeline.
2.4 Strategic Planning & Risk Management Committee (Executive Committee)
The Corporate Planning and Risk Management Committee comprises the following four (4) executive members of the Board of
Directors of the Company.
1 Konstantinos Kouvaras Chairman
2 Konstantinos Mitzalis
Member
3 Konstantinos Lysaridis Member
4 Christos Joannou Member
The Board of Directors is empowered to decide on changes in total membership and replacement of members of the Corporate
Planning and Risk Management Committee. Decisions by the Corporate Planning and Risk Management Committee are taken by
absolute majority among its members.
The term of the Corporate Planning and Risk Management Committee coincides with the term of the Board of Directors.
Therefore, the term of the afore-mentioned members of the Corporate Planning and Risk Management Committee is three-year
and ends on 24.06.2024.
Responsibilities of the Corporate Planning and Risk Management Committee:
Overall Company strategy and business plans
Expansion into new business areas or countries where the Company has no presence
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Acquisitions and mergers
Deciding the dividend policy
Preparation and updating of the Company organisation chart and submission to the Board of Directors for approval
Changes at senior director level (ie directors directly answerable to the Managing Director) following a proposal by the
Managing Director
Periodic assessment of Company operations and achievement of targets set through investment and business plans, and
implementation of any necessary corrective decisions and actions
Decision-making on all issues transferred to the Committee by the Board of Directors or the Managing Director or executive
Board members
Any authority transferred specifically through decisions of the Board of Directors
Submission of proposals for setting the Company’s objective targets and business risks towards action plans and
performance checks
Preparation and updating of the Company’s Code of Conduct and its submission for approval by the Board of Directors
Any changes in the regulation of operations of the Corporate Planning and Risk Management Committee are prepared and
approved by decision of the Board of Directors
2.5 Audit Committee
The Audit Committee comprised the following members, as of 31.12.2022:
1 Christos Siatis Chairman Independent, Non-Executive Board Director
2 Aikaterini Pistioli Member Non-Executive Board Director
3 Alexios Sotirakopoulos Member Independent, Non-Executive Board Director
The General Shareholders Meeting held on 24.06.2021 appointed the members of the Audit Committee in accordance with
article 44 of Law 4449/2017, which put Directive #56/16.04.2014 of the European Commission in effect. Its wide-ranging
auditing authorities cover the supervising of the operation of the Company’s Internal Auditing Department, which is
hierarchically answerable upon it, and the monitoring of the effective operation of the internal auditing system.
It should be noted that the members of the Audit Committee have sufficient knowledge on the Company’s line of business,
while Chairman Mr Siatis has long experience in auditing and accounting. His curriculum vitae may be found on the Company
website www.avax.gr
The Audit Committee’s duties and authority, as well as its operation charter, are detailed in the Code of Corporate Governance,
which may accessed at the Company website www.avax.gr
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During 2017, Law 3693/2008 was replaced by Law 4449/2017 “Compulsory audit of annual and consolidated financial
statements, public supervision on audit work and other provisions”. According to the latest law, the members of the Audit
Committee are non-executive, while the supervisory role on the Audit Committee is transferred to the Capital Market
Commission. The Company immediately took all required steps to comply with the new law.
The Audit Committee meets at least four times per annum to monitor the internal auditing systems and the Company’s risk
management function, also holding extraordinary meetings whenever deemed necessary.
Meetings of the Audit Committee with the Company’s Internal Auditor may be jointly attended by the appointed external
chartered accountants/auditors.
2.6 Remuneration & Nomination Committee
The Company set up a joint Remuneration & Nomination Committee, in line with article 10 of Law 4706/2020, which comprised
the following members, as of 31.12.2022:
1 Michael Hatzipavlou Chairman Independent, Non-Executive Board Director
2 Aikaterini Pistioli Member Non-Executive Board Director
3 Theodora Monohartzi Member Independent, Non-Executive Board Director
2.7 Project Bidding Committee
The Company introduced a three-member Project Bidding Committee, in line with the provisions of its Corporate Charter, article
87 of Law 4548/2018 and best practice principles and corporate governance rules. The committee works towards the effective
operation of the Company’s institutional bodies and the application of all principles, technical and organizational measures and
procedures adopted by the Company to comply with competition regulations.
The Board of Directors granted the Project Bidding Committee all powers of administration and representation of the Company in
relation with tenders for public contracts, and overall with bidding for public and private works, as specified in the Board decision.
As of 31.12.2022, the Project Bidding Committee comprises the following Group managers:
1 Konstantinos Lysarides Executive Board Director
2 Athena Eliades Group Financial Officer
3 Zoe Lysarides Bidding Department Director
2.8 ESG / Sustainable Growth Committee
The issue of Sustainable Growth (Environmental / Social / Corporate Governance) is included in the priorities of advanced
countries, through regulations to provide incentives and disincentives to businesses, while European Regulation (EU) 2019/2088
affects the relations of companies with Financial Institutions and Insurance companies by setting rules for Sustainable Growth.
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In this context, the Company set up an ESG / Sustainable Growth Committee to promote a systematic and in-depth approach to
the issue of sustainable growth, and to improve the socio-economic footprint caused to the economy and society by its direct,
indirect and induced actions and construction projects, consisting of the following executives:
Department / Unit
Sustainable Growth Issues
Responsible Executive
QSHE & Sustainability
Safety and Health, Internal Procedures in
Projects, Environmental
Roe Konstantarou
Procurements Supply Chain Gerasimos Zisimatos
Human Resources Human Rights, Labour and Social Issues John Koumenos
Investor Relations
Disclosure to Investors
and the Athens Stock Exchange
Angelos Kiosklis
Internal Auditing Corporate Governance
George Koliopoulos &
Claire Voyatzis
Financial Management /
Administration
Internal Procedures,
non-financial reporting included in financial
reporting
Athena Eliades
Financial Management /
Relations with Banks
Admission to FTSE 4 Good index Dimitrios Eliades
Financial Management /
Group Risk Insurance
Insurance against risk impacting the
environment, personnel and society
Maria Kioumourtzidou
GDPR Personal Data Security Mary Magonaki
Corporate
Communication
Publicity Matthew Valvis
Mrs Roe Konstantarou is the general coordinator of the Committee and each of its members oversees and controls the issues of
her/his competence.
Company shares are included in the composition of the Athens Stock Exchange’s ESG Index, constituting one of the 60 companies
found to meet the strict conditions for participation, according to the latest revision of the Index in February 2023.
2.9 Participation to Board and Executive Committee meetings
The following table provides information on the participation of members in the meetings of the Board of Directors, the Audit
Committee and the Remuneration & Nomination Committee during 2022, in accordance with the provisions of article 18,
paragraph 3 of Law 4706/2020.
Board of Directors Audit Remuneration &
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Committee Nomination Committee
Christos Joannou 79
Konstantinos Kouvaras 85
Aikaterini Pistioli * 66 4 11
Konstantinos Mitzalis 84
Konstantinos Lysarides 85
Anthony Mitzalis 85
Christos Siatis 84 4
Alexios Sotirakopoulos 85 4
Michael Hatzipavlou * 79 11
Theodora Monohartzis 84 11
* Non-residents in Greece. Due to the two year-long pandemic and travel restrictions, their participation to Board meetings was
relatively limited.
2.10 Ownership of Company shares by Board Directors and Company Executives
The following table provides information on the number of Company shares held by each Board Director and senior manager of
the Company as of 31.12.2022, and the period of issue of this Financial Report, in accordance with the provisions of article 18,
paragraph 3 of Law 4706/2020.
Position 31.12.2022 24.05.2023
Christos Joannou
Board of Directors /
Chairman
Full or partial ownership
of several legal entities
controlling an aggregate
48,096,111 shares
unchanged vs
31.12.2022
Konstantinos Kouvaras
Board of Directors /
Deputy Chairman &
Executive Member
Partial ownership of a
legal entity controlling
11,298,955 shares
unchanged vs
31.12.2022
Aikaterini Pistiolis
Board of Directors / Vice
Chairman, Non-Executive
Member
275,000 shares
unchanged vs
31.12.2022
Konstantinos Mitzalis
Board of Directors /
Managing Director
Total 24,756,745 shares,
through a private
investor account and a
joint investor account
unchanged vs
31.12.2022
Konstantinos Lysaridis
Board of Directors /
Executive Member
1,375,289 shares
unchanged vs
31.12.2022
Anthony Mitzalis
Board of Directors /
Executive Member
0 0
Christos Siatis
Board of Directors /
Independent, Non-
Executive Member
0 0
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Alexios Sotirakopoulos
Board of Directors /
Independent, Non-
Executive Member
0 0
Michael Hatzipavlou
Board of Directors /
Independent, Non-
Executive Member
0 0
Theodora Monohartzis
Board of Directors /
Independent, Non-
Executive Member
0 0
Panayiotis Anagnostou
IT Systems Director 0 0
Athena Eliades
Group CFO 0 0
Demosthenis
Katsigiannis
Director of Managing
Director’s Office
0 0
John Koumenos
Human Resources Director 0 0
Roe Konstantarou
Quality / Health & Safety /
Environmental /
Sustainable Growth
Director
0 0
Kleopatra
Papastamatiou
Legal Department Director 0 0
Nikolaos Rigopoulos
Infrastructure & Building
Projects Director
0 0
George Tasakos
Network Projects Director 0 0
2.11 Declaration of annual examination of independence prerequisites for independent Board Directors
According to article 9 of Law 4706/2020, the Company's Board of Directors must review, at least on an annual basis per financial
year, the fulfilment of the independence prerequisites for its independent non-executive members, which are defined by
paragraph 3 of article 9 of Law 4706/2020. The Board of Directors is also required to take the necessary steps to replace
independent members of the Board of Directors whenever it is established by a competent body that the conditions of
independence have ceased to be met by specific members of the Board.
The conditions of independence of the members of the Company's Board of Directors, and in particular the number of voting
rights of the Company they hold and the possible existence of financial, business, family or other kind of dependency
relationships which may influence their decisions and their independent and objective judgement, were examined during the
meeting of the Company's Board of Directors on 04.04.2023, and it was found that their fulfilment still holds true. By extension,
in the context of the above evaluation, it was also established that the independence prerequisites are met for both
independent non-executive members of the Board of Directors who participate in the Company's Audit Committee.
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2.12 Reports of the Audit Committee and the Remuneration & Nomination Committee
The Audit Committee and the Remuneration & Nomination Committee promoted the good corporate governance of the Company
during 2022, thus assisting the functions of the executive management of the Group and promoting the interests of shareholders.
According to the provisions of article 18, paragraph 3 of Law 4706/2020, the following is a brief list of the activities of the two
committees:
Audit Committee
During 2022, the Audit Committee convened in full membership to a meeting 4 times, more specifically on 18.02.2022,
26.04.2022, 23.09.2022, 08.12.2022, and was joined by the internal auditors of the Company in all four meetings and by key
executives in some of them.
Among the issues examined were External Auditing and the Financial Disclosure Process, such as:
a) The financial disclosure process and the evaluation of the Company's financial statements in terms of their accuracy,
completeness and consistency
b) The supervision of official announcements concerning the financial performance of the Company and the examination of the
main points of the financial statements that contain significant views and estimates by the Management etc.
The Audit Committee examined the implementation of the Sustainable Growth Strategy implemented by the Group at all levels
and areas of activity, and whether the Group's objectives include essential issues, such as employment and health & safety of
employees, corporate governance, the protection of the environment, the reduction of the environmental footprint, etc.
In addition, it monitored the effectiveness of the Company's internal control and risk management systems to ensure that key risks
are properly identified, addressed and disclosed. It also supervised and evaluated the adequacy of the work of the Internal Audit
Unit and the reports prepared, ensuring its independence, smooth operation and its seamless and full access to information in
accordance with international standards for the professional implementation of internal control, but also the current legal and
regulatory framework.
The Audit Committee also assessed the candidates for the project of Evaluation of the Internal Auditing System and subsequently
proposed to the Board of Directors the award to the incumbent.
Finally, it informed the Board of Directors of important issues identified by the Audit Committee, during the exercise of its work.
Remuneration & Nomination Committee
The Remuneration & Nomination Committee of the Board of Directors of AVAX SA (N&R Committee) was appointed by the
General Meeting of the Company of 24.06.2021 and, by decision of the Board of Directors of the same date, comprises the
following members:
Michael Hatzipavlou - Chairman
Aikaterini Pistioli – Member
Theodora Monochartzi - Member
During 2022, the Committee convened either in person or via teleconference 11 times regarding in particular:
a. the formulation of the annual plan of its operations
b. the review of the Remuneration Report of the members of the Board of Directors for 2021
c. the preparation and presentation of the new Remuneration Policy to the Company's Board of Directors and its subsequent
submission for approval at the Annual General Meeting of shareholders
d. the formulation of the criteria and weighting factors for the variable remuneration of the Executive Members of the Board
of Directors within the framework of the new Remuneration Policy of the Company, following its approval by the Board of
Directors.
The Remuneration Report of the Board members for 2021 was forwarded to our Committee for review in April 2022, and the
review was conducted over April-May 2022. Our Committee prepared its opinion to the Board of Directors, before the
submission of the relevant report to the General Assembly of shareholders in June 2022, in accordance with article 112 of Law
4548/2018 and its amendments, and the relevant provisions of the Commission's Operating Charter. It was verified that the
remuneration included in that draft was within the framework of the Company's Remuneration Policy, which was approved by
the Annual Regular General Meeting of the Company's shareholders on 01.09.2020. It is noted that this Remuneration Report
for 2021 was also reviewed for completeness by the Company’s external auditors who audited the financial statements of the
AVAX Group for the year.
The Company's new Remuneration Policy was drawn up by the Remuneration & Nomination Committee in accordance with
Directive (EU) 2017/828 of the European Parliament and Council of 17.05.2017 on the rights of shareholders, as incorporated
into Greek Law #4548 /2018, and in particular according to article 110. The initial draft of the new Remuneration Policy was
informally approved in principle by the Company's Board of Directors during its meeting on 16.12.2021, and following
clarifications and additions, was approved in its final form by the Company's Board of Directors during the meeting on
28.09.2022, to be forwarded for approval by the Annual General Meeting of Company shareholders in 2023 and implemented
from 2023 onwards.
The new and finally approved Remuneration Policy takes into account the best practices applicable to listed companies based on
the provisions of relevant legislation, the provisions of the Articles of Association and the Corporate Governance Code of the
Company, the provisions of the Greek Corporate Governance Code 2021, also reflecting the current agreements by the Company
regarding remuneration of Board members.
The revised Remuneration Policy was prepared by applying Best Practices and taking into account the particularities of the
specific sector in which the Company operates. It was approved by the Company's Board of Directors on meeting of 28.09.2022.
The proposed criteria and weighting factors for the variable remuneration of the Executive Members of the Board were
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extensively discussed with the Company chairman. Deliberations included the criteria regarding the Company's financial
performance, initiatives to achieving specific goals in pre-selected activities, participation in multiple or key activities for the
Company, participation in specific business plans, focus on long-term financial, operational or investment goals determined in
the context of the Company's current strategy, the supervision of one or more areas of responsibility according to the
Company's organizational chart, the participation in the Company's regulatory compliance actions and/or implementation of
corporate social responsibility goals, etc.
The Committee's Proposal on this matter was presented to the Board of Directors on 05.04.2023 and unanimously approved,
and will be presented to shareholders for approval at the Annual General Meeting.
2.13 Remuneration Report
The Board of Directors of the Company prepares a Remuneration Report for its members during each financial year, in
accordance with article 112 of Law 4548/2018 and the Remuneration Policy of the Company, which is submitted as an agenda
item at the next Annual Ordinary General Meeting of shareholders. It is pointed out that shareholder vote on the Remuneration
Report is advisory. The board of directors must explain in the remuneration report how the vote outcome from the previous
annual general meeting of shareholders was taken into account.
3. General Meetings of Shareholders
3.1 Functioning of the General Meeting and its basic authorities
The General Meeting of Company shareholders is its supreme body and has the right to decide on any issue concerning the
Company and any proposal put forward. More specifically, the General Meeting of shareholders has the exclusive right to decide
on the following matters:
a. Amendment of Corporate Charter, referring to the increase or decrease of its share capital (excluding those mentioned in
article 6 of the Corporate Charter) and those imposed by legislation
b. Election of Auditors
c. Approval or amendment of the Company balance sheet and annual financial statements
d. Appropriation of annual profit
e. Merger, split, conversion, activation of the Company
f. Conversion of Company shares
g. Term extension or early break-up of the Company
h. Liquidation of the Company and appointment of liquidation supervisors
i. Election of members to the Board of Directors, excluding the case described by article 11 of the Corporate Charter
j. approval of election of temporary members to the Board of Directors to replace other members who resigned, passed away or
deprived of their member status in any other way
The decisions of the General Meeting of shareholders are binding for shareholders who abstain or disagree.
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The General Meeting of shareholders is always invited by the Board of Directors and takes place at the Company headquarters or
th
at a different venue within the same precinct or a neighbouring precinct at least once per financial year, until the tenth (10
) day
th
of the ninth (9
) month following the end of each financial year.
The Board of Directors may invite shareholders to an extraordinary General Meeting when deemed necessary or when requested
by shareholders representing a minimum of voting rights, as set by the law and the Corporate Charter.
The decisions of the General Meeting of shareholders are taken by absolute majority of votes represented to it. An exceptional
majority representing 2/3 of paid-up capital is required in the following cases:
a. change of Company nationality
b. change of corporate address
c. change of the corporate objective or business activity
d. conversion of shares
e. increase of shareholder responsibilities
f. increase of share capital, excluding the cases described in article 6 of the Corporate Charter or those imposed by legislation or
carried out to capitalise reserves, except for cases in accordance with Law 4548/2018
g. issue of bond loans, according to article 59 and all following articles of Law 4548/2018
h. change in the appropriation of earnings
i. merger, break up, conversion or restart of the Company
j. extension or reduction of the term of the Company
k. liquidation of the Company
l. granting or renewal of authority to the Board of Directors to carry out a share capital increase, according to article 6, para 1 of
the Corporate Charter
m. any other case where according to legislation a minimum of 2/3 of paid-up share capital is required to be represented in the
General Meeting
The Chairman of the Board of Directors, or his lawful substitute, is appointed temporary chairman of the General Meeting of
shareholders, also appointing one of the shareholders or their representatives who are present at the meeting to act as the
Secretary, until the assembly approves the list of the shareholders who have the right to participate and the permanent chairman
is appointed.
3.2 Shareholder rights and means of exercising them
Right to participate and vote at the General Assembly of the Company is granted to all holders of common registered shares
appearing on the Electronic Registry System of “Hellenic Exchanges SA”. The status of the shareholder must exist at the beginning
of the fifth day before the date of the initial meeting of the General Meeting (record date) as provided for in Article 124, paragraph
6 of Law 4548/2018. The Company acknowledges the right to participate and vote in the General Assembly only of shareholders as
of the respective recording date. The above record date also applies in case of postponement or recurring session, provided that
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the repeat session takes place no more than thirty (30) days from record date. If this is not the case, or if a new invitation is
published for a repeat general meeting, according to the provisions of article 130 of Law 4548/2018, shareholders eligible for
participating in the general meeting are those on record at the beginning of the third day prior to the day of the postponed or
repeat general meeting. Shareholder status may be proven by any legal means, however, based on information received by the
Company from the Central Securities Depository which provides registry services or through the participants and registered
intermediaries in the CSD in any other case.
The exercise of these rights does not require the impounding of the shares of the beneficiary or the observance of any other
similar procedure, which restricts trading of the shares between the record date and the General Meeting.
Minority Shareholders’ Rights
1. At the request of shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to
convene an extraordinary general meeting of shareholders, appointing a meeting date no more than 45 days from the date of
delivery of the request to the Chairman of the Board of Directors. The application contains the agenda. If no General Meeting is
convened by the Board of Directors within twenty (20) days from the service of the relevant application, the meeting shall be
conducted by the applicant shareholders at the expense of the Company, by a decision of the Court, issued in the interim
proceedings. The decision shall specify the place and time of the meeting, as well as the agenda. The decision cannot not
challenged by legal remedies. The Board of Directors convenes the General Meeting in accordance with the general provisions or
makes use of the procedure provided for in Article 135 of Law 4548/2018, unless the requesting shareholders have excluded this
last possibility.
2. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to
append issues on the agenda of the General Meeting, which has already been convened, if the relevant application is received by
the Board of Directors a minimum of 15 days prior to the General Meeting. An application for inclusion of additional items on the
agenda is accompanied by a justification or a draft decision for approval by the General Meeting and the revised agenda is
published in the same manner as the previous agenda thirteen (13) days prior to the General Meeting. At the same time, it is made
available to shareholders on the Company's website together with the justification or the draft resolution submitted by the
shareholders in accordance with the provisions of paragraph 4 of article 123 of Law 4548/2018. If these issues are not published,
the requesting shareholders are entitled to request the postponement of the General Meeting in accordance with paragraph 5 of
article 141 of Law 4548/2018 and to make the publication themselves, as per the second paragraph of this paragraph, at the
expense of the Company.
3. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on issues that are
included in the original or any revised General Meeting agenda. The relevant application must reach the Board of Directors seven
(7) days prior to the date of the General Meeting, the draft decisions being made available to the shareholders according to the
provisions of paragraph 3 of article 123 of Law 4548/2018 six (6) ) at least days prior to the date of the General Assembly.
4. The Board of Directors shall not be obliged to enter items on the agenda or to publish or to disclose them together with
justifications and draft resolutions submitted by shareholders in accordance with paragraphs 2 and 3 above, respectively, if their
content is obviously contrary to law or morality.
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5. At the request of any shareholder, submitted to the Company at least five full days before the General Meeting, the Board of
Directors is obliged to provide the General Meeting with the specific information requested on the Company's affairs, insofar as
these are relevant with the items on the agenda. No obligation to provide information exists when the relevant information is
already available on the Company's website, in particular in the form of questions and answers. Also, at the request of
shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to announce to the
General Meeting, if it is regular, the amounts that during the last two years were paid to each member of the Board of Directors or
directors of the Company, as well as any benefit to such persons from any cause or contract of the Company with them. In all the
above cases, the Board of Directors may refuse to provide the information for substantive reasons, which is recorded in the
minutes. Such a reason may be the representation of the requesting shareholders on the Board of Directors in accordance with
Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the Board of Directors may respond in unison to shareholders'
requests with the same content.
6. At the request of shareholders, representing one tenth (1/10) of the paid up capital submitted to the Company within the time
limit of the previous paragraph, the Board of Directors is obliged to provide the General Meeting with information on the course of
corporate affairs and the assets of the Company. The Board of Directors may refuse to provide the information for substantive
reasons, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting
shareholders on the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018, provided that the relevant
members of the Board of Directors have received the relevant information in a sufficient manner.
7. In the cases referred to in paragraphs 5 and 6 above, any dispute as to whether or not the reasoning for refusal by the Board of
Directors to provide information, is resolved by the Court of Justice by a decision given in the interim proceedings. By the same
judgment, the Court also obliges the Company to provide the information that it refused. The decision cannot be challenged by
legal remedies.
8. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, voting on a subject or items on the
agenda shall be made by means of an open vote procedure.
9. Without prejudice to the provisions on the protection of personal data, and provided that the articles of association provide for
it, each shareholder may request to be given a list of the Company's shareholders indicating the name, address and number of
shares of each shareholder. The Company is not obliged to include in the table shareholders holding up to one percent (1%) of the
capital.
10. In all the cases of Article 141 of Law 4548/2018, the requesting shareholders are required to prove their shareholder status
and, except in the cases of the first subparagraph of paragraph 6, the number of shares they hold in the exercise of the relevant
right. Such proof is also the deposit of their shares, according to the provisions of paragraph 2 of Article 124 of Law 4548/2018.
Shareholder status may be proven by any legal means, however, based on information received by the Company from the Central
Securities Depository which provides registry services or through the participants and registered intermediaries in the CSD in any
other case.
Participation Procedure and Voting via Proxy
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Each share entitles one vote to the General Meeting. All shareholders are entitled to participate and vote at the General Meeting.
The shareholder who participates in the General Meeting votes either in person or through representatives. Each shareholder may
appoint up to three (3) proxies. A representative acting for more than one shareholder may vote differently for each shareholder.
Legal entities participate in the General Assembly through their representatives.
Shareholders may appoint a representative for one or more General Meetings and for a certain time. The Delegate shall vote, in
accordance with the Shareholder's instructions, if any, and is obliged to archive the voting instructions for at least one (1) year
from the date of the General Assembly, or in case of postponement, of the last Repeat Assembly in which he used the proxy.
Failure of the proxy to comply with the instructions received does not affect the validity of the decisions of the General Assembly,
even if the representative's vote was decisive for achieving majority.
If a shareholder owns shares of the Company that appear in more than one securities accounts, this limitation does not prevent
the shareholder from designating different proxies for the shares appearing in each securities account in relation to the General
Meeting. Proxies are freely revocable.
Under Article 128, paragraph 5 of Law 4548/2018, the proxy of a shareholder is required to disclose to the Company, prior to the
commencement of the General Meeting, any specific event that may be useful to the shareholders for assessing the risk that the
proxy may serve interests other than the interests of shareholder. For the purposes of this paragraph, a conflict of interest may
arise, in particular where the proxy:
1. is a shareholder exercising control over the Company or another legal entity or entity controlled by that shareholder
2. a member of the Board of Directors of the Company or a senior director or a director to an entity controlling the Company
or other entity which controls the Company
3. an employee or certified auditor of the Company or a shareholder controlling the Company or other entity which is in turn
controlled by the controlling shareholder
4. a spouse or relative up to first degree of a person referred to in cases 1 to 3 above.
Pursuant to article 128 paragraph 4 of Law 4548/2018, the appointment and revocation or replacement of the representative or
representative of the shareholder are made in writing or by electronic means and are submitted to the Company at least forty
eight (48) hours before the appointed date of the General Meeting.
The Company's Corporate Charter provides for the participation of shareholders in the General Meeting by electronic means,
without their physical presence at the venue, along with remote voting either by electronic means or by correspondence.
Available Documents & Information
The information of paragraph 3 and 4 of article 123 of Law 4548/2018, including the invitation to convene the General Assembly,
the representative appointment form and the draft decision on all items on the agenda, as well as more detailed information on
the exercise of the minority rights of paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018, are available in electronic form on
the Company's website www.avax.gr.
The full text of the draft decisions and any documents referred to in paragraph 4 of article 123 of Law 4548/2018 is available in
hard copy at the offices of the Company's Shareholders & Corporate Announcements Department at: 16 Amarousiou-Halandriou
Street, 15125, Marousi, Greece, tel +30 210 6375000.
All the aforementioned documents as well as the Invitation to a General Meeting of the Shareholders, the total number of existing
shares and voting rights and the forms for voting by proxy are available in electronic form on the Company's website www.avax.gr.
4. Main characteristics of the Company’s Internal Auditing and Risk Management Systems in relation to the procedure for
preparing financial accounts (parent company and consolidated)
The Internal Auditing System is the set of internal auditing mechanisms and procedures, including risk management, internal
auditing and regulatory compliance, which covers on a continuous basis every activity of the Group and contributes to its safe and
efficient operation. The Group’s Internal Auditing System features the following characteristics:
• Approved Operating Regulation
• Code of Business Conduct and Ethics and procedures for monitoring its implementation
• Approved Organization Chart, for all levels of hierarchy, in which the area of responsibility per division / department is clearly
identified
• Composition and operation of Board Committees, such as Audit Committee, Remuneration & Nomination Committee, and Risk
Management Committee
• Organisational structure and operation of Internal Audit
• Description of the strategic planning, its development process and its implementation
• Long-term and short-term action planning per significant activity, with a corresponding report and highlighting of discrepancies
on a periodic basis, as well as their justification
• Complete and up-to-date corporate charter clearly identifying and the business purposes of the Company
• Job description of divisions, departments and functions
• Recording of policies and procedures of important operations of the Group and identification of safety valves or significant
omissions.
Internal Auditing Unit
Internal auditing is performed by the Company’s independent Internal Auditing Unit, according to its written operations regulation
(Internal Auditing Charter). The primary role of Internal Auditing is to monitor and improve the operations and policies of the
Company regarding its Internal Auditing System, the evaluation of risk management systems across the Company's operations in
terms of adequacy, efficiency and their effectiveness in relation to the achievement of strategic objectives. The responsibilities of
71
internal control also include the control of compliance with the Internal Regulations and Legislations, wherever the Company
operates and has activities, as well as the control and evaluation of the corporate governance and quality assurance mechanisms
adopted by the Company.
According to the Internal Auditing Charter, during 2022 the Audit Committee held meetings with the Internal Audit Unit and its
Head, during which operational and organizational issues were discussed and all requested information and information on the
applied auditing systems regarding their effectiveness and the course of audits were provided.
All audit reports and relevant quarterly reports were submitted to the Audit Committee, including the most important findings,
their associated risks, proposals - actions for improvement of Internal Auditing and the response of audited Company
departments. Following the submission of a report by the Internal Audit Unit, the Board of Directors approved the auditing
programme for 2023 and identified the functions and points which internal audit should focus on.
In addition, in a meeting held on 05.04.2023 between the Audit Committee and the Certified Auditors of the Company, the Audit
Committee received information regarding the financial results of the Company and the Group for the year 2022. The
Committee was also presented with most important issues identified during the auditing of corporate and consolidated financial
statements for the year 2022, which are included in the Report of the Independent Certified Auditors to Company shareholders.
Adequacy and Effectiveness of Internal Auditing System
In accordance with the provisions of article 14 of Law 4706/2020 and Decision 1/891/30.09/2020 of the Board of Directors of
the Capital Market Commission regarding the assessment of the adequacy and effectiveness of the Internal Auditing System
System (IAS) of the Company and the of its important subsidiaries by a certified auditing company, during 2022 the Audit
Committee proceeded within the evaluation of candidates. Subsequently, the Company, by decision of its Board of Directors,
and based on the relevant recommendation of the Audit Committee, assigned the evaluation of the IAS and its significant
subsidiary to "BDO Certified Auditors SA" with a reference date of 31.12.2022. BDO’s conclusion, stated in the summary
assessment report on the adequacy and effectiveness of the IAS, is as follows: "Based on the work we conducted, as described
above in the paragraph "Scope of Work", as well as the evidence obtained, regarding the assessment of the adequacy and
effectiveness of the IAS of the Company and its significant subsidiary, with a reporting date of December 31, 2022, nothing that
could be considered a material weakness of the IAS of the Company and its significant subsidiary has come to our attention, in
accordance with the Regulatory Framework, with the exception of the findings and their possible implications described in the
report's annex." More specifically, the findings identified relate to the following assessment areas:
Auditing Environment (updating of the Company's Operating Regulations and drafting of the Operating Regulations of an
important subsidiary, implementation and approval of staff evaluation procedures) : the Company proceeds with their
updating, as per Law 4706/2020, to be presented to the Board for approval
Risk Management (need for preparing operations manuals for the Risk management Unit, drafting a Risk Register,
appointing a Head of Risk Management and/or Risk Management Committee)
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Monitoring (need for developing a compliance policy, an operating manual, a Charter of Regulatory Obligations, and
appointing a Compliance Officer)
Security (implementation of a system DLP, filling a CISO role, creating a Control Matrix)
For the above, Company management committed to proceed with the relevant corrective actions within 2023 and has
already received offers from specialized institutions. The Company is currently preparing the contracts to be signed with
the incumbents. The procedure will also serve for the selection of the officers involved.
Internal Auditing and Security of the Company and the Group in relation to the procedure for preparing financial accounts
(parent company and consolidated
The Company has as well-documented Policy and Procedure for the accounting representation of financial events and
preparation of financial accounts. The Company’s accounting system is supported by specialised data information systems which
have been adapted to its operational requirements. Procedures for control and accounting settlements have been defined to
secure the validity and legality of accounting entries as well as the soundness and validity of financial accounts. The Audit
Committee of the Board of Directors supervises and evaluates, according to valid auditing standards, the process of preparing
interim and annual financial accounts of the Company and examines the reports of external auditors for issues pertaining to
derogation from current accounting practices.
5. Other administrative or supervisory bodies or committees of the Company
The Company has no other administrative or supervisory bodies or committees at this time.
6. Additional Information
Overview of policy of diversity on administrative, managerial and supervisory bodies of the company (according to Law
4548/2018, article 152)
Members of administrative, managerial and supervisory bodies of the company satisfy all requirements and meet all standards
for participating in those bodies. They are distinguished for their professional capacity, knowledge, skills and experience, and
stand out for their ethics and character integrity as part of the effectiveness and flexibility of AVAX’s broader organizational
setup and operations.
Marousi, 24.04.2023
On behalf of the Board of Directors of AVAX SA
Konstantinos Mitzalis
Managing Director
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[Translation from the original text in Greek]
Independent Auditor’s Report
To the Shareholders of “AVAX S.A.”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the Company “AVAX S.A.”
(the Company), which comprise the separate and consolidated statement of financial position as at December 31,
2022, and the separate and consolidated statements of income and comprehensive income, changes in equity and
cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory
notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the financial position of the Company “AVAX S.A.” and its subsidiaries (the Group) as of December 31,
2022, their financial performance and their 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 the International Standards on Auditing (ISAs) as incorporated in Greek
Legislation. Our responsibilities, under those standards are described in the “Auditor’s Responsibilities for the Audit
of the separate and consolidated financial statements” section of our report. During our audit, we remained
independent of the Company and the Group, in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the
ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we
have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the
requirements of 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 separate and the consolidated 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 separate and the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the Key audit
matter
Revenue recognition from construction contracts
As described in notes C.19, C.23.9, E.1. and Ε.20 of the
financial statements, the turnover of the Group and
the Company for the year ended 31.12.2022 amounts to
€402.709 thousand and €361.396 thousand,
respectively, and includes mainly revenue from the
construction contracts.
Revenue recognition from construction contracts, is
based on Management’s significant estimates and
judgments regarding the cost budget of the
Our audit approach was based on audit
risk and includes, among other things,
the following procedures:
Understanding and evaluation of
the applied procedures by the Group and
the Company for the revenue recognition
from construction contracts and
construction projects for applying the percentage of
evaluating the effectiveness of their
completion method according to IFRS 15.
design.
Evaluation of significant areas for
a sample of construction contracts,
Revenue from construction contracts is recognized over
under qualitative and quantitative
time and as the performance obligations are being
criteria, in order to examine the proper
satisfied whereas their recognition requires estimates
accounting revenue recognition,
and judgements according to the followings:
according to the applied accounting
principles and methods. For that
selected sample we conducted the
• The recognition of the performance obligations
following procedures:
and the time of their satisfaction,
- Registering and understanding of
• the allocation of the transaction price (contract
the main contract terms so as to
value) over the performance obligations,
recognize and confirm, per project,
• The determination of the total cost from the
the performance obligations and the
contract date until the estimated date of its
time of their satisfaction.
completion (cost budget of project completion),
- Comparison of the actual results per
sampled contract with the approved
• Potential revisions of the project cost budget,
budgets and the historical data so
• The possibility of any customer approvals for
as to assess the level of reliability
claims and incentives.
of the Management’s judgements
and estimates.
Given the significance of the matter above and the
- Confirmation, on a sample basis, of
level of the Management’s judgements and estimations
the completeness and accuracy of
required we consider revenue recognition from
the cost and other expenses
construction contracts as a key audit matter.
incurred for the satisfaction of the
performance obligations and their
reference to the corresponding
projects/contracts according to the
accounting data and the relevant
support evidence.
- Recalculation of the percentage of
completion of the performance
obligations based on the incurred
cost, the project managers’
relevant reports and the Company’s
relevant accounting data.
- Examination of the supporting
documentation in order to evaluate
the likelihood claims and incentives
be realized.
Evaluation of the adequacy and
appropriateness of the disclosures
included in Notes of the financial
statements.
Recoverability of trade receivables
As described in Notes C.20, C.23.6 and Ε
.21 of the
Our audit approach was based on audit
financial statements, the Group and the Company’s
risk and includes, among other things,
trade receivables as at 31.12.2022 amount to €204.005
the following procedures:
thousand and €185.518 thousand respectively while the
Assessment of the assertions and
relevant accumulated impairment amounts to €53.742
methodology used by the Management of
75
thousand and
€53.349 thousand, respe
ctively.
the Company and the Group for the
recoverability of trade receivables.
The trade receivables of the Company and the Group
Examination of the legal
include receivables from local and foreign customers.
advisors’ letters concerning the matters
In case customers are unable to meet their contractual
they dealt with throughout the year so as
obligations the Company and Group are exposed to high
to identify any issues about any trade
level of credit risk.
receivable balances that may not be
The Management of the Group and the Company
recoverable in the future.
evaluates the recoverability of its trade receivables
Receipt of third-party
and estimates the necessary impairment provision for
confirmation letters, for a representative
the expected credit loss.
sample of trade receivables and
Given the significant value of the trade receivables and
performance of procedures subsequent
the level of the Management’s judgements and
to the date of the financial statements
estimations required for the determination of their
for the assessment of the year-end
recoverable value we consider the evaluation of the
balances’ recoverability.
impairment of the trade receivables of the Company
Examination of the maturity of
and the Group as a key audit matter.
the year-end trade receivable balances
and detection of any debtors facing
financial difficulty.
Discussions with Management and
evaluation of the relevant estimations
according to the available information.
Recalculation of the impairment
of trade receivables taking into
consideration specific criteria for
debtors, such as the maturity of the
balances, significant debtors and high
risk debtors.
Evaluation of the adequacy and
appropriateness of the disclosures
included in Notes of the financial
statements.
Financial assets at fair value through other
comprehensive income
Our audit approach was based on
As described in Notes C.6, C.20, C.23.11 and Ε.15 of the
audit risk and includes, among other
financial statements, the book value of the financial
things, the following procedures:
assets at fair value through Other Comprehensive Income
Review of the valuation
for the year ended 31.12.2022 in the separate and
reports of the Financial Assets at Fair
consolidated financial statements amounts to €141.045
Value through Other Comprehensive
thousand and €132.176 thousand, respectively.
Income which were prepared by
Management’s external experts and
assessment of the appropriateness of
The Financial Assets at Fair Value through Other
the methodology, the discount rate
Comprehensive Income are recognized at fair value
determination model, as well as the
according to IFRS 9 “Financial Instruments”. The
reasonableness of the assumptions
determination of the fair value was based on the
and criteria of the relevant financial
estimation of the discounted projected cash flows given
models.
that no active market exists for those financial assets
(participation in Concession companies). The estimation
Evaluation of the accuracy
of the projected cash flows involves subjectivity which
and reliability of the inputs used and
depends on various factors including estimations over
are included in the Company’s
76
future revenue, the performance and market risks, cost
valuation data and are referred in the
estimations as well as the use of the appropriate
relevant valuation reports made by
discount rate.
the Management’s external experts,
taking into consideration the relevant
financial data from the Concession
Given the significance of the matter above and the level
companies.
of the required judgements and estimations we consider
Assessment of the
it as a key audit matter.
competence, objectivity, and
independence of the Management’s
external experts.
Assessment of the
mathematical accuracy of the
financial models.
Discussions with Management
regarding any significant change or
facts concerning the aforementioned
Financial Assets.
Evaluation of the adequacy
and appropriateness of the disclosures
included in Notes of the financial
statements.
Provisions and Contingent liabilities
As described in Notes C.8, C.23.8,
Ε
.28, and Ε
.42 of the
Our audit approach was based on
financial statements, pending court and arbitration cases
audit risk and includes, among other
exist regarding contractual-work disputes and other
things, the following procedures:
issues against the Group’s companies.
Periodically, the Management of the Group examines the
Receipt of response letters
status of each significant case and evaluates the
potential financial risk based on its legal advisors’
from the legal advisors regarding
opinion. In case the potential loss from any claims and
pending court and other legal cases.
legal cases is considered probable and the relevant
Discussions directly with the
amount can be valuated reliably, the Management of the
legal advisors of the Group and
Group recognizes provision for the estimated loss.
Management regarding the significant
Management’s judgement is required to a great extent
pending legal cases.
for the determination of the probability and the degree
Evaluation of the
of a reliable risk assessment.
Management’s estimations for the
When additional information is available, Management of
significant legal cases taking into
the Group re-evaluates the contingent liabilities
account the background of the case.
regarding pending claims and legal cases and may revise
Evaluation of the adequacy
its relevant estimations if necessary. Such revisions of
and appropriateness of the disclosures
the contingent liabilities’ estimations may have a
included in Notes of the financial
significant impact on the financial position and results of
statements.
the Group.
Given the significance of the matter above and the level
of the required judgements and estimations we consider
provisions and contingent liabilities as key audit matter.
Other Information
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Management is responsible for the other information. The other information is included in the Board of Directors’
Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the Statements of the
Board of Directors Representatives, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we will
not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on our audit, we conclude that there is a material
misstatement therein, we are required to report that matter. We have nothing to report regarding the
aforementioned matter.
Responsibilities of Management and Those Charged with Governance for the separate and consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with International Financial Reporting Standards, as endorsed by the European Union,
and for such internal control as Management determines is necessary to enable the preparation of separate and
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing the
Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless, Management either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s and
the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation, will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by 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 and the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
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disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company and the Group to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the separate and consolidated financial statements,
including the disclosures, and whether the separate and consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the separate and consolidated financial statements. We are
responsible for the direction, supervision and performance of the audit of the Company and the Group. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the separate and consolidated financial statements of the current period and are
therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement, which is included therein, according to the provisions of paragraph 5 of
article 2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information
required by Article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal
requirements of articles 150-151 and 153-154 and of paragraph 1 (cases c’ and d’) of article 152 of Law 4548/2018
and its content is consistent with the accompanying separate and consolidated financial statements for the year
ended 31.12.2022.
c) Based on the knowledge we obtained during our audit about the company “AVAX S.A.” and its environment, we
have not identified any material inconsistencies in the Board of Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional
Report to the Audit Committee of the Company, in accordance with article 11 of EU Regulation 537/2014.
3. Provision of Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5 of
EU Regulation No 537/2014 or other permitted non-audit services.
4. Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company
on 24/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of
shareholders of the Company for 9 consecutive years.
5. Rules of Procedure
The Company has in place Rules of Procedure in conformance with the provisions of article 14 of Law 4706/2020.
6. Assurance Report on European Single Electronic Format
We examined the digital records of “AVAX S.A.” (hereinafter Company and Group), prepared in accordance with
the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation
2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and
consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML
format “213800ZU3OTKF9M41394-2022-12-31-en.xhtml”, as well as the provided XBRL file
“213800ZU3OTKF9M41394-2022-12-31-en.zip” with the appropriate mark-up, on the aforementioned consolidated
financial statements, including other explanatory information (Notes to the financial statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in accordance with Law 3556/2007 and the
relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF
Regulatory Framework).
In summary, this framework includes, inter alia, the following requirements:
- All annual financial reports shall be prepared in XHTML format.
- For the consolidated financial statements in accordance with IFRS, financial information included in the
statements of comprehensive income, financial position, changes in equity and cash flow, as well as the financial
information included in the other explanatory information, shall be marked-up with XBRL tags (XBRL “tags” and
“block tags”), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the
relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for
expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and Group for the year ended December 31, 2022, in accordance with the requirements
of ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the
preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022
Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and
the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format
(ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the
Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain
reasonable assurance that the separate and the consolidated financial statements of the Company and the Group,
prepared by the management in accordance with ESEF are in compliance, in all material respects, with the
effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by
the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied
with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000
“Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are
limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance but is not a
guarantee that this work will always detect a material misstatement of non-compliance with the requirements of
ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements
of the Company and the Group for the year ended December 31, 2022, in XHTML format “213800ZU3OTKF9M41394-
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2022-12-31-en.xhtml”, as well as the provided XBRL file “213800ZU3OTKF9M41394-2022-12-31-en.zip” with the
appropriate mark-up on the above consolidated financial statements, including the other explanatory information,
have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
BDO Certified Public Accountant S.A.
449 Mesogion Av,
Athens-Ag. Paraskevi, Greece
Reg. SOEL: 173
Ag. Paraskevi, April 26, 2023
Certified Public Accountant
Andriana K. Lavazou
Reg. SOEL: 45891
AVAX S.A.
STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2022
(All amounts in Euros)
GROUP
COMPANY
31.12.2022 31.12.2021 31.12.2022 31.12.2021
ASSETS
Non-current Assets
Property, Plant and Equipments 10 41 ,70 4 ,34 3 48 ,45 5 ,78 5 27,445,012 29,567,905
Investment Property 11 1 1 ,53 7,6 9 7 1 2 ,85 5 ,23 7 2,245,736 3,359,336
Right of Use Assets 10α 85 ,55 6 ,57 9 56 ,75 3 ,28 1 50,445,221 27,220,463
Intangible Assets 12 45 5 ,34 1 632 ,09 9 435,702 599,944
Investments in other companies 13 163 ,2 96 ,72 7 220 ,34 7 ,43 1 87,701,551 80,603,244
Financial assets at fair value through other
15 1 32 ,1 76 ,38 7 12 0,0 6 4,1 12 141,045,251 399,195,045
comprehensive income
Other non current assets 16 6,65 2 ,23 5 6,3 2 1,7 62 237,479,501 15,899,640
Other long term receivables 16 1 58 ,9 2 2
Deferred tax assets 17 2 2 ,76 5,4 2 6 2 1 ,71 8 ,28 2 31,093,494 30,725,514
Total Non-current Assets 46 4 ,30 3,65 7 48 7,1 4 7,9 89 578,195,182 643,883,949
Current Assets
Inventories 19 2 1 ,31 9,7 6 4 2 5 ,75 2 ,27 9 14,894,205 20,384,465
Contractual assets 20 1 48 ,6 37 ,57 5 16 6,0 1 5,7 66 147,272,976 165,804,944
Trade receivables 21 1 50 ,2 62 ,67 8 14 9,0 1 3,3 17 132,169,198 133,188,366
Other receivables 21 1 20 ,2 57 ,88 8 10 4,1 6 3,3 61 126,678,278 105,691,703
Restricted Cash Deposits 22α 1 ,8 63 ,83 9 13 ,87 7 ,48 4 1,863,839 13,877,484
Cash and cash equivalents 22 8 4 ,76 2,0 5 1 10 0,2 1 3,3 40 80,184,439 95,959,840
Total Current Assets 52 7 ,10 3,79 5 55 9,0 3 5,5 46 503,062,935 534,906,803
Non current assets held-for-sale
25β
17,942,051
17,942,051
Disposal Group held for sale 25γ 8 5 ,06 1 ,21 5 150 ,25 3 ,72 9 - -
Total Assets 1,07 6 ,46 8,6 6 8 1 ,19 6 ,43 7 ,265 1,099,200,169 1,196,732,803
EQUITY AND LIABILITIES
Share Capital 29 43 ,29 6,4 5 5 4 3 ,29 6 ,45 5 43,296,455 43,296,455
Share Premium account 29 1 46 ,6 51 ,67 1 14 6,6 5 1,6 71 146,651,671 146,651,671
Revaluation Reserve for financial assets at fair
31 8 7 ,83 7,5 9 6 7 2 ,25 4 ,54 5 52,096,477 247,819,045
value
Reserves based on Law 4171/61 32α 38 ,67 6 ,94 4 17 ,48 9 ,31 2 38,676,944 17,489,312
Reserves based on article 48 of Law 4172/2013
32β 270 ,3 27 ,33 7 23 5,0 0 5,3 68 253,075,574 235,005,368
(tax-exempt intra-group dividends)
Translation exchange differences (3,8 64 ,89 0 ) (3 ,70 8 ,175 ) (4,960,496) (4,917,601)
Other Reserves 30 3 9 ,95 9,7 8 4 3 4 ,69 9 ,54 9 25,218,062 23,065,795
Retained earnings (46 8 ,87 8 ,71 6 ) (44 9,4 6 2 ,743 ) (258,524,033) (404,249,972)
Total Equity (a)
295,530,652
304,160,073
Non-controlling interest (b) 33 9 04 ,0 8 8 14 ,19 2 ,03 3 - -
Total Equity (c)=(a)+(b) 15 4 ,91 0,26 8 11 0,4 1 8,0 15 295,530,652 304,160,073
Non-Current Liabilities
Debentures/Long term Loans
25
228,928,071
332,351,187
Deferred tax liabilities
18
15,533,262
12,669,014
Provisions for retirement benefits
27
2,715,914
4,148,509
Non Current Leasing Liabilities
26
35,635,809
22,387,800
Other provisions and non-current liabilities 28 31 ,06 0 ,80 1 36 ,65 6 ,83 2 19,425,636 24,534,037
Total Non-Current Liabilities 34 4 ,90 6,45 4 43 8,8 6 3,5 43 302,238,692 396,090,546
Current Liabilities
Trade and other creditors 23 404 ,9 76 ,54 4 3 76 ,2 1 4,3 43 404,678,108 383,752,230
Contractual liabilities 20 7,03 0 ,10 7 3,3 5 3,3 27 2,339,677 2,584,159
Income and other tax liabilities
24
10,470,706
5,748,923
Liabilities from Leases
26
10,864,151
3,751,120
Short term Loans 25 7 8 ,12 0,7 8 2 10 7,4 7 9,0 01 73,078,181 100,645,751
Total Current Liabilities 51 4 ,23 9,82 7 49 8,8 1 5,9 50 501,430,824 496,482,183
Disposal Group held for sale 25γ 6 2 ,41 2 ,12 0 148 ,33 9 ,75 6 - -
Total Liabilities (d) 92 1 ,55 8,40 0 1,08 6,0 1 9,25 0 803,669,516 892,572,730
Total Equity and Liabilities (c+d) 1,07 6 ,46 8,6 6 8 1 ,19 6 ,43 7 ,265 1,099,200,169 1,196,732,803
82
The following notes are integral part of the Financial Statements
83
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Turnover 1 4 0 2 ,70 9,1 85 59 2 ,214 ,5 29 361,395,637 560,879,795
Cost of sales 2 (38 1 ,83 7,6 6 6 ) (56 0 ,58 3 ,35 7 ) (345,975,603) (542,795,359)
Gross profit 20 ,87 1,5 19 31 ,63 1 ,172 15,420,033 18,084,436
Other net operating income/(expenses) -
profit/(losses)
3 11 ,57 1,5 96 3,1 43 ,45 1 39,328,476 (850,982)
Write-off of doubtful receivables & other
provisions
3α (6 ,53 7,2 2 1 ) (1 5 ,73 3 ,55 2 ) (6,537,221) (15,733,552)
Gain/ (Losses) from property fair-value 11α 3 1 5,4 60 5 1 7 ,00 0 19,400 -
Administrative expenses 4 (2 7,9 7 4,4 26 ) (2 4 ,99 0,7 7 3 ) (21,399,701) (17,482,891)
Selling & Marketing expenses 5 (12 ,98 6 ,22 3 ) (8,8 12 ,98 4 ) (12,446,468) (8,257,717)
Income from sub-debts 6α 6,5 87 ,6 85 5 ,25 6 ,38 1 2,902,732 835,177
Income/(Losses) from Associates/ Dividends 6β 47 ,43 8 ,93 9 3 1 ,217 ,4 2 5 57,336,305 18,899,942
Profit/ (Loss) before tax, financial and
investment results
Finance cost (net) 7 (2 0 ,74 4,1 54 ) (22 ,25 4 ,34 7 ) (18,648,471) (19,931,417)
Profit/ (Loss) before tax 1 8 ,54 3,1 76 (26,2 28 ) 55,975,086 (24,437,005)
Tax
8
(5,6 2 6,8 64 )
(5,136,316)
1,860,973
Profit/ (Loss) after tax from continuing
operations
Profit/ (Loss) after tax from discontinued
operations (note 25c)
Profit/ (loss) after tax from continuing and
discontinued operations
Attributable to:
Equity shareholders 38,10 9 ,72 2 (14,0 58 ,96 2 ) 50,838,770 (22,576,032)
Non-controlling interests 1 ,77 2 ,79 8 1 ,66 6,3 9 5 - -
From continuing and discontinued operations
- Basic Profit/ (Loss) per share (in Euros)
(0.09 7 )
0.352
(0.156)
From continuing operations
- Basic Profit/ (Loss) per share (in Euros)
0.352
(0.156)
From discontinued operations
- Basic Profit/ (Loss) per share (in Euros)
(0.11 0 )
-
-
Weighted average # of shares 1 44 ,32 1,5 16 14 4 ,321 ,51 6 144,321,516 144,321,516
Proposed dividend per share (in € ) 0.07 0.00
Profit before tax, financial and investment
results, depreciation and provisions
Adjusted Profit before tax, financial and
investment results, depreciation and provisions.
Includes the profit from the sale of Renewable
Energy Sourses (RES) of €39,095,335 that is an
ordinary company activity
COMPANY
The following notes are integral part of the Financial Statements.
AVAX S.A.
STATEMENT OF INCOME
FOR THE JANUARY 1st, 2022 TO DECEMBER 31st, 2022 PERIOD
(All amounts in Euros except per shares' number)
Note: The results of discontinued operations are disclosed separately and analyzed in a separate note (see note 25c), in accordance with the
requirements of IFRS 5 "Non-current assets held for sale and discontinued operations".
Basic Profit/ (Loss) per share (in Euros)
GROUP
84
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Profit/ (Loss) for the Period 3 9,8 82 ,5 20 (1 2,3 9 2 ,56 7 ) 50,838,770 (22,576,032)
Other Comprehensive Income
Net other comprehensive income /(loss) to be
reclassified to profit or loss in subsequent periods
Exchange Differences on translating foreign operations
(1 56 ,71 5 )
(42,895)
4,055,518
Cash flow hedges 1,6 20 ,345 1,2 1 1 ,3 27 - -
Revaluation reserves for financial assets at fair value
through other comprehensive income
Revaluation reserves of other assets 3,4 66 ,54 9
Other reserves 9 43 ,2 62 (82 3 ,7 8 2 ) - (884,548)
Tax for other comprehensive income
(9 40 ,34 4 ) (1,6 1 4 ,71 9 ) (576,494) 1,160,364
Net other comprehensive income /(loss) not to be
reclassified to profit or loss in subsequent periods
Actuarial revaluation of liabilities for personnel
retirement
Tax for other comprehensive income
(40 ,4 5 2 ) 9,3 73 (32,636) 4,287
Total other comprehensive income from continuing &
discontinued operations net of tax
Total other comprehensive income from discontinued
operations net of tax
Total other comprehensive income from continuing
operations net of tax
Total comprehensive Income
Total comprehensive Income attributable to:
Equity shareholders 5 8 ,94 5 ,9 53 1 8,4 30 ,0 0 5 (8,629,421) 9,251,033
Non-controlling interests 1 ,77 2 ,7 98 1 ,66 6 ,3 9 5 - -
The following notes are integral part of the Financial Statements.
AVAX S.A.
GROUP
COMPANY
(All amounts in Euros)
FOR THE JANUARY 1st, 2022 TO DECEMBER 31st, 2022 PERIOD
STATEMENT OF COMPREHENSIVE INCOME
85
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Χρήση 1.1-
31.12.2022
Χρήση 1.1-
31.12.2021
Operating Activities
Profit/ (Loss) before tax from continuing operations
(26 ,228 )
Profit/ (Loss) before tax from discontinued operations
(13 ,527 ,84 8 )
Profit/ (loss) before tax from continuing and discontinued
operations
Adjustments for:
Depreciation 6,138 ,8 00 1 1,1 14 ,10 8 3,800,971 4,610,964
Depreciation of rights of use 6 ,4 21 ,786 5 ,882 ,92 7 4,327,587 4,241,750
(Profit) / losses on fair value of property (2 89 ,300 ) (5 17 ,0 00 ) - -
Provisions / Bad debts 7,509 ,1 76 1 6,2 77 ,49 7 6,537,221 15,733,552
Income from sub-debts (6 ,278 ,2 03 ) (6,0 86 ,66 7 ) (2,902,732) (835,177)
Interest income (2 ,739 ,0 30 ) (4 91 ,02 4 ) (84,816) (21,382)
Interest expense 22 ,21 8,6 18 24 ,6 95 ,492 18,733,286 19,952,799
(Profit)/Loss from subsidiary disposal (3 9 ,09 5,3 35 )
Losses/ (Profit) from financial instruments / dividends
(41 ,87 5,3 96 )
(31 ,21 7,4 24 )
(93,158,002)
(18,899,942)
Εxchange rate differences (56 6,2 03 ) (7 75 ,88 1 ) (564,224) (775,881)
Other non cash and cash equivalents 54 3,4 96 (57 8 ,617 ) (884,467) (500,906)
Change in working capital
(Increase)/decrease in inventories 5,6 80 ,92 8 13,8 08 ,72 1 6,738,676 14,072,255
(Increase)/decrease in trade and other receivables 1 5 ,475 ,1 83 5,6 94 ,95 5 76,055,901 50,634,044
Increase/(decrease) in non- banking payables (28 ,48 1,3 22 ) 29 ,391 ,3 32 15,666,935 13,552,854
Income taxes paid (5 ,444 ,37 1 ) (4,5 63 ,58 5 ) (5,077,258) (4,167,773)
Εxchange rate differences 77 5 ,88 1 - 775,881
Cash Flow from continuing and discontinued Operating
Activities (a)
(14 ,447 ,33 5 ) 49 ,85 6,6 39 85,164,164 73,936,032
Cash Flow from Discontinued Operating Activities
(27 ,503 ,74 9 ) (3,683 ,18 1 ) - -
Cash Flow from Continuing Operating Activities
Investing Activities
Purchase of tangible and intangible assets (4 ,27 8,0 11 ) (6,1 07 ,50 9 ) (2,650,948) (1,677,444)
Proceeds from disposal of tangible and intangible assets
1,144,020
2,479,202
Proceeds from sales of assets held for investment
-
-
Decrease / (Increase) in secondary loans (subdebt) and bond
loans
(Acquisition)/disposal of Participations
225,420,710
10,654,719
Interest received
84,816
21,382
Income from sub-debts
2,902,732
835,177
Income from subsidiaries disposal (minus subsidiaries cash
and cash equivalent)
Dividends received
Cash Flow from continuing and discontinued Investing
Activities (b)
Cash Flow from Discontinued Investing Activities
Cash Flow from Continuing Investing Activities
Χρηματοδοτικές δραστηριοτήτες
Share capital increase
Proceeds from loans(note 25a)
(13 5 ,648 ,4 68 )
(58 ,41 1,3 39 )
(130,990,687)
(55,734,559)
Payment for leasing liabilities
(5 ,526 ,17 1 )
(5,67 4 ,55 2 )
(4,238,804)
(3,758,213)
Interest Paid
(19 ,25 7,0 00 )
(21 ,82 7,7 47 )
(17,370,589)
(18,608,974)
Receipt of refundable cash advance
-
-
Reduction in non-controlling interest
(1,02 6 ,00 0 )
-
-
Interest payment for operating leases (2,9 61 ,61 8 ) (2,867 ,74 6 ) (1,362,697) (1,343,825)
Cash Flow from continuing and discontinued Financing
Activities (c)
(16 3 ,393 ,257 ) (8 9 ,807 ,38 3 ) (153,962,777) (79,445,571)
Cash Flow from Discontinued Financing Activities
(53 3 ,898 ) 1 29 ,50 0 - -
Cash Flow from Continuing Financing Activities
(16 2 ,859 ,359 ) (8 9 ,936 ,88 3 ) (153,962,777) (79,445,571)
(Increase)/ Decrease of restricted cash deposits from
continuing and discontinued activities
Net increase / (decrease) in cash and cash equivalents
(a)+(b)+(c)
(19 ,903 ,36 9 ) 32 ,27 6,6 24 (27,789,045) 23,609,832
Cash and cash equivalents at the beginning of the year
Cash and cash equivalent from continuing and discontinued
activities at the end of the year
Cash and cash equivalent from discontinued activities at he
end of the year
Cash and cash equivalent from continuing activities at the
end of the year
The following notes are integral part of the Financial Statements.
AVAX S.A.
CASH FLOW STATEMENT AS AT DECEMBER 31, 2022
(All amounts in Euros)
GROUP
COMPANY
86
GROUP
Annual changes in shareholder's equity for the
January 1st, 2022 to December 31st 2022 period
Share Capital
Share Premium
Revaluation reserves for
financial assets at fair
value
Reserves from
foreign profits Law
4171/61
Reserves art 48
Law 4172/2013
Translation
exchange
differences
Other Reserves
Retained earnings
Share Capital &
Reserves
Non-Controlling
Interests
Total Equity
Balance 01.01.2021-Published Data
-
(7,82 9 ,76 7 )
(36 6 ,48 6 ,368)
Net profit for the period 1 4 ,05 8 ,962) (14 ,0 5 8 ,962) 1,66 6 ,395 (1 2 ,3 9 2 ,56 7 )
Other income for the period
Total comprehensive income for the period
Addition/(reduction) of non-controlling intrest - - (1 ,05 4 ,232) (1 ,0 5 4 ,232)
Dividends Reserves of art.48 L.4172/2013
(4 1 ,27 9 ,154)
Reserves from foreign profits Law 4171/61
(1 7 ,48 9 ,312)
Decrease of reserve due to sale of property
asset/Other movements
Balance 31.12.2021
January 1st 2022
(3,70 8 ,17 5 )
(44 9 ,46 2 ,74 3 )
Net profit for the period 3 8 ,10 9,7 2 2 3 8 ,1 0 9,7 22 1 ,77 2 ,79 8 3 9 ,8 8 2 ,52 0
Other income for the period 1 5 ,58 3 ,05 1 15 6 ,71 5 ) 5 ,40 9 ,8 9 5 20 ,83 6 ,23 2 2 0 ,8 36 ,2 3 2
Total comprehensive income for the period
Dividends Reserves of art.48 L.4172/2013
(3 5 ,32 1 ,96 8 )
Reserves from foreign profits Law 4171/61
(2 1 ,18 7 ,63 2 )
Subsidiaries/participations disposal
(1 5 ,83 5 ,035)
(15 ,8 3 5 ,035)
Other movements
Balance 31.12.2022 43 ,29 6 ,45 5 14 6 ,6 5 1,67 1 87 ,83 7 ,5 9 6 3 8 ,67 6 ,94 4 27 0 ,32 7 ,33 7 (3 ,86 4 ,89 0 ) 39 ,95 9 ,78 4 (4 6 8 ,87 8 ,71 6 ) 1 5 4 ,00 6 ,18 0 9 0 4 ,08 8 15 4 ,91 0 ,26 8
ANNUAL STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY AT 31st DECEMBER 2022
AVAX S.A.
(All amounts in Euros)
87
COMPANY
Annual changes in shareholder's equity for the
January 1st, 2022 to December 31st 2022 period
Share Capital
Share Premium
Revaluation reserves for
financial assets at fair
value
Reserves from
foreign profits Law
4171/61
Reserves art 48
Law 4172/2013
Translation
exchange
differences
Other Reserves
Retained earnings
Total Equity
Balance 01.01.2021-Published Data
43,296,455
146,651,671
219,187,060
-
193,726,214
(8,973,119)
23,926,233
(322,905,473)
294,909,040
Net profit for the period - - - - - - - (22,576,032) (22,576,032)
Other income for the period - - 28,631,986 - - 4,055,518 (860,438) - 31,827,065
Total comprehensive income for the period - - 28,631,986 - - 4,055,518 (860,438) (22,576,032) 9,251,033
Dividends Reserves of art.48 L.4172/2013
- - - - 41,279,154 - - (41,279,154) -
Reserves from foreign profits Law 4171/61
- - - 17,489,312 - - - (17,489,312) -
Decrease of reserve due to sale of property
asset/Other movements
- - - - - - - - -
Balance 31.12.2021 43,296,455 146,651,671 247,819,045 17,489,312 235,005,368 (4,917,601) 23,065,795 (404,249,972) 304,160,074
January 1st 2022
43,296,455
146,651,671
247,819,045
17,489,312
235,005,368
(4,917,601)
23,065,795
(404,249,972)
304,160,074
Net profit for the period - - - - - - - 50,838,770 50,838,770
Other income for the period - - (195,722,569) - - (42,895) 136,297,272 - (59,468,191)
Total comprehensive income for the period - - (195,722,569) - - (42,895) 136,297,272 50,838,770 (8,629,421)
Dividends Reserves of art.48 L.4172/2013
-
-
-
-
18,070,205
-
-
(18,070,205)
-
Reserves from foreign profits Law 4171/61
-
-
-
21,187,632
-
-
-
(21,187,632)
-
Other movements - - - - - - (134,145,005) 134,145,005 -
Balance 31.12.2022 43,296,455 146,651,671 52,096,477 38,676,944 253,075,574 (4,960,496) 25,218,062 (258,524,033) 295,530,653
The following notes are integral part of the Financial Statements.
88
109
111
112
113
115
118
119
122
123
TOTAL
124
125
129
130
18.Deferred tax liabilities
GROUP
COMPANY
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Deferred tax liabilities
18,046,950 14,433,368 15,533,262 12,669,014
18,046,950 14,433,368 15,533,262 12,669,014
Analysis of Deferred tax liabilities
Description
GROUP
COMPANY
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Tax exempt Reserves
256,548 256,548 256,548 256,548
Receivables - Deferred Income
5,209,059
4,178,040
4,435,690
3,403,155
Deferred income tax liability
10,044,432
7,616,152
9,142,979
7,236,129
Adjustment to fair value due to revaluation of
fixed assets
2,536,913 2,382,628 1,698,046 1,773,182
18,046,950 14,433,368 15,533,262 12,669,014
Change in "Deferred Tax Liabilities" account
GROUP
COMPANY
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Balance 01/01
14,433,368 22,811,978 12,669,014 20,798,460
Direct debit (credit) in Capital Reserves
822,201 (65,656) 649,550 (43,595)
Debit (credit) in Income Statement
Deductible temporary differences
2,791,381 (8,312,954) 2,214,698 (8,085,851)
Balance 31/12
18,046,950 14,433,368 15,533,262 12,669,014
131
132
20. Contractual Assets
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Contractual assets
148,637,575
166,015,766
147,272,976
165,804,944
Contractual obligations 7,030,107 3,353,327 2,339,677 2,584,159
Net contractual assets
141,607,468 162,662,439 144,933,299 163,220,785
Accumulated expenses
8,609,514,800
8,271,622,533
8,258,307,831
7,935,667,559
plus: Recognised profit (cumulatively) 1,011,070,757 982,799,639 938,741,218 910,891,489
less: Recognised loss (cumulatively)
351,736,060
344,483,749
351,588,087
344,237,762
less: Invoices up to 31/12
9,127,242,029 8,747,275,984 8,700,527,663 8,339,100,499
141,607,468 162,662,439 144,933,299 163,220,787
Turnover
Contracts expenses recognized in the
repording period
337,063,983 566,534,330 322,679,640 551,074,055
plus: Recognized profit for the reporting
period
20,992,172 688,237 20,499,665 261,749
Revenues from Construction contracts
recognized during the reporting period
358,056,155 567,222,567 343,179,305 551,335,804
Total advances received 167,050,733 129,103,361 164,435,497 126,825,008
GROUP
COMPANY
2) Contract Cost to complete the contract
According to the Budgetary Control System applied by the Group, revisions and re-evaluations of Management are carried out on a semi-
annual basis.
Revenues and expenses relating to each construction contract are recognised in the income statement, depending on the percentage of
completion on reporting date. Expenses which have incurred but the relative construction work has not yet been invoiced to clients are
recognised in the income statement, along with the proportional profit or loss provided for in the contract. According to GR GAAP, these
expenses were recognised as work in progress, and their relative profit or loss was instead recognised in the reporting period in which
the works were invoiced rather than carried out. Moreover, for any project with an estimated loss, that loss is recognised immediatelly
in the income statement.
The Group uses the stage of completion to determine the appropriate amount of income and expenditure to recognize in a particular
period. Specifically, based on the input method of IFRS 15, the construction cost at each reference date is compared to the total budgeted
cost in order to determine the percentage of completion. The stage of completion is measured based on the contractual costs incurred up
to the reporting date in relation to the total estimated construction costs of each project.
The Group uses an integrated Management Information System which produces the following information to draw consistent and
reliable estimates of the percentage of completion of contracts:
1) Total Revised Contract Revenue
135
137
139
Cash Flow statement 31/12/2022 (See Cash Flow Statement 31/12/2022)
141
Profit/ Loss per share (See Income Statement 1/1/2022 – 31/12/2022)
145
149
150
152
153
Chairman &
Deputy Chairman &
Managing Director Group CFO Chief Accountant
Executive Director
Executive Director
CHRISTOS JOANNOU KONSTANTINOS
KONSTANTINOS
ATHENA
GEORGE
KOUVARAS
MITZALIS
ELIADES
GIANNOPOULOS
I.D.No. 0000889746
I.D.No. ΑΙ 597426
I.D.No. ΑΝ 033558
I.D.No. 0000550801
I.D.No. ΑΙ 109515
155