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FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
1
TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE
General Commercial Registry No. 582101000
Annual Financial Report
For financial year 2021
(January 1st 2021 - December 31st 2021)
According to article 4 of L. 3556/2007
And the relevant authorized and executive decisions issued by the
Board of Directors of the Hellenic Capital Market Commission
It is confirmed that the present Annual Financial Report that concerns the financial year 2021 (January 1st
2021 – December 31st 2021), has been approved by the Board of Directors of “FLEXOPACK PLASTICS
S.A.” on the 19th of April 2022 and is posted on the internet on the Company’s official website
www.flexopack.com. The Annual Financial Report will remain available to investors on the internet for a
period of at least ten (10) years from its preparation date and initial release.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
2
CONTENTS
CHAPTER 1: Statements by Representatives of the Board of Directors ........................................ 5
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance
Statement), for financial year 2021 ................................................................................................... 6
CHAPTER 3: Independent Auditor’s Report ..................................................................................... 84
CHAPTER 4: Annual Financial Statements ....................................................................................... 91
Statement of Financial Position .................................................................................................... 92
Income Statement ......................................................................................................................... 93
Statement of Comprehensive Income .......................................................................................... 93
Consolidated Statement of Changes in Equity ............................................................................ 94
Statement of Changes in Parent Company’s Equity ................................................................... 95
Statement of Cash Flows .............................................................................................................. 96
1. General Information on the Company and Group .................................................................. 97
2. Basis for the preparation of the financial statements ............................................................ 97
2.1 Adoption of New and Revised International Standards........................................................ 98
2.2 Change in Accounting Policy (IAS 19) ................................................................................. 101
2.3 Significant accounting judgments, estimations and assumptions ..................................... 102
3. Basic accounting principles ..................................................................................................... 104
3.1 Consolidation ......................................................................................................................... 104
3.1.1 Structure and consolidation method of companies ......................................................... 104
3.2 Operation and presentation currency and foreign currency translation ........................... 105
3.3 Tangible fixed assets ............................................................................................................ 106
3.4 Goodwill ................................................................................................................................. 106
3.5 Intangible assets ................................................................................................................... 107
3.6 Impairment of Assets ............................................................................................................ 107
3.7 Trade receivables and other receivables ............................................................................. 108
3.8 Inventories ............................................................................................................................. 108
3.9 Cash & cash equivalents ....................................................................................................... 108
3.10 Suppliers and related liabilities .......................................................................................... 108
3.11 Financial Assets and Financial Liabilities ........................................................................... 108
3.12 Financial Derivatives ........................................................................................................... 110
3.13 Share capital........................................................................................................................ 110
3.14 Loans .................................................................................................................................... 111
3.15 Income tax (Current and deferred) ................................................................................... 111
3.16 Employee benefits ............................................................................................................... 111
3.17 Government Grants ............................................................................................................ 112
3.18 Provisions for contingent claims-liabilities ........................................................................ 112
3.19 Recognition of income ........................................................................................................ 112
3.20 Leases .................................................................................................................................. 113
3.21 Dividend distribution ........................................................................................................... 114
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
3
3.22 Earnings per Share ............................................................................................................. 114
4. Segment reporting .................................................................................................................. 114
5. Risk Management .................................................................................................................... 115
6. Notes on the Financial Statements ........................................................................................ 124
6.1 Tangible fixed assets ............................................................................................................ 124
6.2 Goodwill ................................................................................................................................. 125
6.3 Intangible assets ................................................................................................................... 126
6.4 Participations in Subsidiaries................................................................................................ 126
6.5 Participations in associate companies ................................................................................. 127
Participations of the Company in associate (related) companies are analyzed as follows. ... 127
6.6 Other long-term receivables ................................................................................................ 128
6.7 Inventories ............................................................................................................................. 128
6.8 Trade receivables .................................................................................................................. 129
6.9 Other receivables .................................................................................................................. 130
6.10 Cash & cash equivalents ..................................................................................................... 130
6.11 Equity ................................................................................................................................... 130
6.11.1 Share Capital and Share Premium ................................................................................. 130
6.11.2 Reserves ........................................................................................................................... 131
6.11.3 Retained earnings ............................................................................................................ 134
6.12 Deferred tax assets and liabilities ...................................................................................... 134
6.13 Provision for staff indemnities due to retirement ............................................................. 136
Sensitivity Analysis ...................................................................................................................... 139
6.14 Government grants ............................................................................................................. 139
6.15 Long-term and short-term loans ....................................................................................... 140
6.15.1 Other long-term liabilities ............................................................................................... 142
6.16 Other Provisions .................................................................................................................. 143
6.17 Suppliers and other liabilities ............................................................................................. 143
6.18 Liabilities from income tax ................................................................................................. 144
6.19 Turnover .............................................................................................................................. 144
6.20 Analysis of Expenses per category .................................................................................... 144
6.21 Employee Benefits .............................................................................................................. 146
6.22 Other Operating Income and Expenses ............................................................................ 146
6.23 Financial Income and Expenses ......................................................................................... 147
6.24 Other Financial Results ....................................................................................................... 148
6.25 Income Tax .......................................................................................................................... 148
6.26 Contingent Receivables - Liabilities ................................................................................... 150
6.26.1 Information regarding assumed liabilities ..................................................................... 150
6.26.2 Tax un-audited financial years ....................................................................................... 150
6.26.3 Information regarding contingent receivables .............................................................. 151
6.27 Current liens ........................................................................................................................ 151
6.28 Auditors’ fees ....................................................................................................................... 151
6.29 Leases .................................................................................................................................. 152
6.30 Transactions with related parties ....................................................................................... 153
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
4
6.31 Earnings per share .............................................................................................................. 155
6.32 Dividends ............................................................................................................................. 156
6.33 Fair value measurement ..................................................................................................... 157
6.34 Reconciliation of cash flows from financing activities ...................................................... 158
6.35 Stock Option Plan to the members of the Board of Directors of the Company, senior and
other executives. ......................................................................................................................... 159
6.36 Events after the reporting date of the financial statements ............................................ 159
APPENDIX: Report of the Audit Committee for the year 2021 ................................................ 161
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
5
CHAPTER 1: Statements by Representatives of the Board of Directors
(According to article 4 par. 2 of L. 3556/2007, as is in effect)
1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board
of Directors.
2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Deputy Chief
Executive Officer.
3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member
of the Board of Directors.
**************************
We, the following signatories, under our capacity as mentioned above, according to the stipulations by
law (article 4 par. 2, case c, of Law 3556/2007) and specifically pursuant to the relevant special decision
by the Board of Directors of the Société Anonyme Company with the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title
“FLEXOPACK S.A.”, (hereinafter the “Company” or “FLEXOPACK”), hereby state and confirm that to
our knowledge:
(a) The annual Financial statements of the Company for financial year 2021 (1.1.2021 - 31.12.2021),
individual and consolidated, which were prepared in accordance with the current accounting standards in
effect, accurately present the assets and liabilities, the equity and results for the period of the Company,
as well as of the companies included in the consolidation and considered aggregately as a whole, and
(b) the annual Report of the Board of Directors of the Company depicts in true manner the most
significant events occurring during the financial year 2021 (01.01.2021-31.12.2021), their effect on the
annual Financial Statements, including the description of the major risks and uncertainties which the
Company faces, the important changes taking place between the Company and its related parties (as
they are defined by IAS 24), as well as the development of the activities, the performance and position
of the Company and the companies included in the consolidation regarded as a whole.
Koropi, 20 April 2022
The parties of the statement
Georgios Ginosatis
ID NO. ΑΕ 153990
Stamatios Ginosatis
ID NO. S 500301
Asimina Ginosati
ID NO. ΑΒ 243605
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
6
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance
Statement), for financial year 2021
The current Annual Management Report by the Board of Directors (hereinafter for the sake of brevity
the “Report” or “Annual Report”), refers to the financial year 2021 (01.01.2021 – 31.12.2021) was
prepared and is in line with the relevant provisions of 4548/2018 "Reform of the Law of Societe
Anonymes" (Government Gazette Α΄ 104 / 13.06.2018) as it is in force today, and also with the
provisions of Law 3556/2007 (Government Gazette 91Α/30.04.2007) and especially the article 4, and
with the relevant, as stated by law, executive decisions issued by the Hellenic Capital Market
Commission and specifically Decisions No. 1/434/2007 and 8/754/14.04.2016,as the latter is in force
after its amendment by the decision with number 12A / 889 / 31.08.2020 of the Board of Directors of
the Hellenic Capital Market Commission.
The present Report includes in synopsis and in understandable, essential and comprehensive manner all
sub-sections required, according to the above regulatory framework, and depicts in clear and true manner
all the relevant by law information, so as to create an essential and in depth sum of information for the
activities during the period under consideration of the Societe Anonyme under the name “FLEXOPACK
SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (which in the current Report will
be called for the sake of brevity as “Company” or “FLEXOPACK”) as well as of FLEXOPACK Group.
Given the fact that the Company prepares consolidated and non-consolidated (separate) Financial
Statements, the present Report is exclusive, with however as its basic and primary reference the Company’s
consolidated financial data and those of its related companies. References to non-consolidated financial
data in the following analysis, are made in specific points deemed reasonable or necessary by the
Company’s Board of Directors, for the better understanding of the Report’s contents and also for the more
effective provision of information towards the investment community.
The subsidiaries and related companies, which are included in the consolidated Financial Statements and
the percentages of the Company's participation in these entities, are mentioned in note 3.1.1 of the annual
Financial Statements.
The present Report is included in total with the annual Financial Statements (separate and consolidated)
of the year 2021 and the other required by law information and statements in the Annual Financial Report
which concerns the financial year 2021.
The sub-sections of the Report and the content of such are as follows:
SECTION A’
Significant events of financial year 2021
The significant events that occurred during the closing financial year 2021 as well as their impact on the
annual Financial Statements have as follows:
1. Annual Ordinary General Shareholders’ Meeting of the Company
On Friday 25 June 2021, at 15:00, the Annual Ordinary General Meeting of the Company's shareholders
was held at the Company's headquarters (Koropi, Attica, Tzima location, Hephaestus Street), which was
attended in person or by a representative, by shareholders representing 9,441,792 common registered
shares and equal number of voting rights, i.e. 81.23% of the total 11,623,574 shares and equal number
of voting rights of the Company.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
7
It is noted that for 96,450 common, registered shares the representation and voting rights were
suspended, according to the provisions of article 50 paragraph 1 par. A of Law 4548/2018, as own
(treasury) shares of the Company and the said shares were not calculated for the formation of a quorum.
The Annual General Meeting of the Company’s shareholders proceeded with the following decisions on the
subjects of the daily agenda.
With regard to the 1st issue, it unanimously approved the Annual Financial Statements (Company and
consolidated) relating to the financial year 2020 (01.01.2020 - 31.12.2020) and, in overall, the annual
Financial Report for that year, which was prepared according to the law and published by the Company
on the latter’s legally registered webpage in GEMI (General Electronic Commercial Registry) and via
dispatch to the website of the Organized Market where the Company’s shares are traded, as well as to the
Hellenic Capital Market Commission.
With regard to the 2nd issue, it unanimously approved the annual Management Report of the Board of
Directors, which is entirely included in the Minutes of the Company’s Board of Directors of 27
th
April 2021,
as well as the Audit Report as of 28
th
April 2021, of the Chartered Auditor-Accountant of the Company,
Mr. Manolis Michalios, regarding the annual financial statements relating to the financial year 2020.
With regard to the 3rd issue, the Company submitted and presented to the Shareholders’ Meeting,
in accordance with the provisions of article 44 par. 1, section h of Law 4449/2017, as it is valid after its
amendment by the article 74, par. 4 of Law 4706/2020, the Annual Report of the Audit Committee for
the financial year 2020 (01.01.2020 - 31.12.2020), in order to fully, adequately and thoroughly inform
the shareholders regarding the work of the Committee during the closed financial year.
With regard to the 4th issue, the Meeting unanimously approved the allocation and distribution of
the results of the financial year 2020 (01.01.2020-31.12.2020) and in particular approved on the one
hand the formation of the Company's ordinary and special reserves and on the other hand the
distribution (payment) to the shareholders of the Company of a total amount of 1,011,250.94 Euros
(gross amount), i.e. amount of 0.087 Euros per share (gross amount) from the earnings of the closing
year. From the above amount, meaning the dividend paid, the proportional tax of 5% will be withheld
and therefore the total amount of the dividend will settle at 0.08265 Euro per share.
It is pointed out that the 96,450 treasury shares held by the Company were excluded from the payment
of dividends and consequently the amount of the dividend corresponding to the treasury shares
increased the above dividend of all other shares in accordance with the article 50 of Law 4548/2018.
Beneficiaries of the above dividend were appointed the shareholders of the Company registered in the
files of the Dematerialized Securities System (DSS) on Tuesday, July 13, 2021 (record date).
Dividend cut-off date was set for Monday, July 12, 2021, in accordance with article 5.2 of the Athens
Stock Exchange Regulations.
The payment of the dividend started on Monday, July 19, 2021 and was carried out based on the
procedure provided by the Regulation of the Athens Stock Exchange by the paying Bank "NATIONAL
BANK OF GREECE SA".
Simultaneously with the same unanimous decision, the General Meeting of Shareholders authorized the
Board of Directors of the Company to handle any relevant issue for the proper and timely implementation
of the above-mentioned decision on the distribution (payment) of dividend.
With regard to the 5th issue, the Meeting unanimously approved, following a voting from the
shareholders based on name, the general administration performed by the members of the Board of
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
8
Directors during the year ended on 31.12.2020 and the discharge of the Auditors of the Company from
any liability stemming from their actions and the overall management of the closing financial year of
2020 (01.01.2020 - 31.12.2020) and the annual financial statements of that year.
With regard to the 6th issue, the Meeting approved unanimously and following the relevant proposal
of the Audit Committee, the election of the Auditing Firm Grant Thornton Certified Auditors and
Consultants Societe Anonyme” (registered in the Public Registry of article 14, Law 4449/2017) for the
ordinary audit of the annual and semi-annual financial statements of the Company for the current
financial year 2021 (01.01.2021 - 31.12.2021).
It is noted that the above Auditing Firm will also undertake the process of issuing the annual tax
certificate and the tax compliance report of the Company for the year 2021, in accordance with the
provisions of article 65A of Law 4174/2013.
Finally, by the same unanimous decision, the Meeting authorized the Board of Directors to make a final
agreement with the above Audit Company regarding the amount of its remuneration (concerning the
audit to be performed and the issuance of the tax certificate), as well as to send the written notice-
mandate to the elected Audit Company within five (5) days from the date of its election.
With regard to the 7th issue, it unanimously approved the remuneration, compensation and overall
benefits paid and / or granted to the members (executive and non-executive ones) of the Board of
Directors for the services provided to the Company and for their participation in the latter’s management
during the closing financial year 2020 (01.01.2020 - 31.12.2020).
With regard to the 8
th
issue, the Meeting unanimously approved the Remuneration Policy Report of
the financial year 2020 (01.01.2020- 31.12.2020), which was prepared in accordance with the
provisions of article 112 of Law 4548/2018 and contains a comprehensive overview of the total
remuneration of the members of the Board of Directors (executive and non-executive), including the
Chief Executive Officer (one and / or more), and also provides explanation on the manner with which
the Company implemented the respective Remuneration Policy for the immediately preceding financial
year.
With regard to the 9th issue and in the context of the immediate, substantial and effective compliance
and adaptation of the Company with the requirements and regulations of Law 4706/2020 (Government
Gazette A’ 136/17.07.2020) on corporate governance and in particular on the one hand with the
provisions and the essential criteria and conditions of independence of the proposed independent
members, and on the other hand with the provisions on suitability, diversity and adequate
representation by gender in the Board of Directors, the Meeting unanimously approved the election of
a new nine-member (9-member) Board of Directors, by re-election of the following persons: 1) Georgios
Ginosatis of Spyridon, 2) Stamatios Ginosatis of Spyridon, 3) Asimina Ginosati of Dimitrios, 4) Stamatina
Ginosati of Georgios, 5) Dimitrios Ginosatis of Stamatios, 6) Spyridon Ginosatis of Stamatios and 7)
Aliki Benroubi of Sam Samuel, from its outgoing members, as well as the election of the following
members: 1) Ioannis Papamichalis of Efstratios and 2) Ioannis Tsoukaridis of Petros, as its new
members.
Following the above, the new Board of Directors of the Company, whose term of office will be, in
accordance with the provisions of article 9, par. 2 of the Articles of Association, five years, i.e. until June
25, 2026, extended until the expiration of the term within which the next Ordinary General Meeting is
convened and until a relevant decision is made, it consists of the following members:
1) Georgios Ginosatis of Spyridon,
2) Stamatios Ginosatis of Spyridon,
3) Asimina Ginosati of Dimitrios,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
9
4) Stamatina Ginosati of Georgios,
5) Dimitrios Ginosatis of Stamatios,
6) Spyridon Ginosatis of Stamatios,
7) Ioannis Papamichalis of Efstratios,
8) Ioannis Tsoukaridis of Petros,
9) Aliki Benroubi of Sam Samuel.
At the same time, with the same unanimous decision, the Meeting appointed as independent members
of the Board of Directors of the Company the following: 1) Ioannis Papamichalis of Efstratios, 2) Ioannis
Tsoukaridis of Petros and 3) Aliki Benroubi of Sam Samuel, given the fact that as it was observed by
the Board of Directors of the Company, they fully comply with the provisions of the current legislative
and regulatory framework in general (namely both from the current until 17.07.2021 article 4, par. 1 of
Law 3016/2002 and, in particular, from article 9, par. 1 and 2 of Law 4706/2020) concerning the
conditions and criteria of independence.
With regard to the 10th issue, the Meeting decided unanimously, in accordance with the provisions
of article 44 of Law 4449/2017, as in force following its amendment by article 74 of Law 4706/2020,
the election of a new Audit Committee, which will constitute an Independent Joint Committee and will
consist of three (3) members, of which one (1) will be independent non-executive member of the Board
of Directors of the Company and two (2) will be third parties - non-members of the Board of Directors.
From the above members of the Audit Committee, the conditions of independence of both article 4, par.
1 of Law 3016/2002, which is maintained in force until 17.07.2021, and of article 9, par. 1 and 2 of Law
4706/2020, are fulfilled on the one hand in the person of the independent non-executive member of the
Board of Directors, and on the other hand in one of the third persons – who are non-members of the
Board of Directors.
Furthermore, the term of the Audit Committee was decided to coincide with the term of the Board of
Directors of the Company, which was elected by the above Ordinary General Meeting of shareholders,
i.e. to be five years, expiring on June 25, 2026, extended until the expiration of the term within which
the next Ordinary General Meeting must be convened, in no case however may it exceed six years.
Within the above framework, the following persons were elected as members of the new Audit
Committee:
1) Dimitrios Panagotas of Ioannis, Certified Public Auditor-Accountant with suspended capacity (SOEL
Reg. No. 34971), non-Member of the Board of Directors - third person.
2) Nikolaos Vlachos of Matthaios, non-Member of the Board of Directors - third person.
3) Aliki Benroubi of Sam Samuel, Independent Non-Executive Member of the Board of Directors.
The above members of the Audit Committee were elected upon a proposal of the Board of Directors,
following the fulfilment of the conditions of article 44, par. 1 of Law 4449/2017, as in force. Specifically:
The members of the Audit Committee have in their entirety sufficient knowledge of the sector in which
the Company operates, namely the sector of packaging materials (industrial products and services). In
particular, Mr. Dimitrios Panagotas, due to his wider professional involvement and participation in the
previous Audit Committee of the Company, acquired in the context of his duties and communication
with the individual Departments and Directorates a clear knowledge of the business environment and
its operating conditions, whereas Mr. Nikolaos Vlachos participated in the Board of Directors of the
Company for a period of time, more than a decade. Finally, Ms. Aliki Benroubi participates in the
management of the Company for a period of more than three years. As a result, the above persons
have obtained a complete and clear picture of the business model of the Company, of the products and
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
10
services produced and traded by the Company itself as well as of the way of the Company’s organization
and operation.
The criterion of sufficient knowledge and experience in auditing or accounting is proven in the person of
Mr. Dimitrios Panagotas, given that he is a Certified Public Auditor-Accountant in suspension, with a
broad background in terms of knowledge and with rich professional experience, which will contribute
decisively to the implementation of responsibilities and tasks required by the Audit Committee and also
in the best possible way.
The conditions and criteria of independence provided by the current regulatory framework (article 4,
par. 1 of Law 3016/2002 valid until 17.07.2021 and article 9, par. 1 and 2 of Law 4706/2020) are met
in the person of: 1) Dimitrios Panagotas of Ioannis and 2) Aliki Benroubi of Sam Samuel, given the fact
that the particular persons:
(a) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(b) are free from any financial, business, family or other dependent relationship which may affect their
decisions and their independent and objective judgment.
With regard to the 11th issue, the Meeting unanimously approved the remuneration, salaries,
compensations and other benefits in general, which will be paid to the members of the new Board of
Directors during the current corporate year 2021 (01.01.2021-31.12.2021), which are in harmonization
and compliance with the approved and current Remuneration Policy of the Company, while with the
same unanimous decision it provided the relevant permission for advance payment of such fees to the
above persons for the period until the next Ordinary General Meeting, in accordance with the provisions
of article 109 of Law 4548/2018, as in force.
With regard to the 12th issue, the Meeting unanimously approved the Suitability Policy of the
members of the Board of Directors of the Company, which was prepared in accordance with the
provisions of article 3 of Law 4706/2020 and the guidelines of the Hellenic Capital Market Commission,
as analyzed in particular in number 60/18.09.2020 Circular which aims to formulate the specific
framework and criteria for selection, appointment, replacement and renewal of the term of office of the
members of this corporate body.
With regard to the 13th issue, the Meeting unanimously approved the provision of authorization, in
accordance with article 98 paragraph 1 of L. 4548/2018, to the members of the Board of Directors and
the Managers of the Company to participate in the Board of Directors or the Management of Group
Companies (existing and / or future), which pursue the same, related or similar purposes and to perform
actions related to the business objectives of the Company.
2. Formation into a body of the Board of Directors elected by the Annual Ordinary General
Meeting of shareholders of June 25, 2021
The new nine-member (9-member) Board of Directors of the Company, which was elected by the Annual
Ordinary General Meeting of shareholders of June 25, 2021, was formed into body on the same day as
follows:
1) George Ginosatis of Spyridon, Chairman of the Board (non-executive member).
2) Stamatina Ginosati of Georgios, Vice President of the Board of Directors (executive member).
3) Stamatios Ginosatis of Spyridon, Chief Executive Officer (executive member).
4) Asimina Ginosati of Dimitrios, Member of the Board of Directors (executive member).
5) Dimitrios Ginosatis of Stamatios, 1st Deputy Chief Executive Officer (executive member).
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6) Spyridon Ginosatis of Stamatios, 2nd Deputy Chief Executive Officer (executive member).
7) Ioannis Tsoukaridis of Petros, Member of the Board of Directors (independent non-executive
member).
8) Ioannis Papamichalis of Efstratios, Member of the Board of Directors (independent non-executive
member).
9) Aliki Benroubi of Sam Samuel, Member of the Board (independent non-executive member).
According to article 9, par. 2 of the Company's Articles of Association, the term of the new Board of
Directors is five years, i.e. until June 25, 2026, extended until the expiration of the term within which
the next Ordinary General Meeting of shareholders must convene and until a relevant decision is taken,
but in no case may the tem of the Board of Directors exceed six (6) years.
3. Election of the Chairman of the Audit Committee - Formation into a body
Following the election of a new three-member Audit Committee by the Annual Ordinary General Meeting
of Shareholders of June 25, 2021, which constitutes an Independent Joint Committee, and the
appointment of its Members, the above Committee convened on June 28, 2021 a special meeting on a
single issue in the daily agenda which referred to the election of the Chairman and its formation into a
body.
During the above meeting, Mr. Dimitrios Panagotas son of Ioannis, Certified Public Auditor-Accountant
in suspension, non-Member of the Board of Directors of the Company (third person), was unanimously
elected as Chairman of the Audit Committee, after a vote.
Following the above, the Audit Committee was constituted as follows:
1. Dimitrios Panagotas of Ioannis, Certified Public Auditor-Accountant in suspension, non-Member of the
Board of Directors (third person), Chairman of the Audit Committee.
2. Aliki Benroubi of Sam Samuel, Independent Non-Executive Member of the Board, Member of the
Audit Committee.
3. Nikolaos Vlachos of Matthaios, non-Member of the Board of Directors (third person), Member of the
Audit Committee.
4. Remuneration and Nomination Committee - Establishment and formation into body
Following the relevant decision of the Board of Directors on 14 July 2021 on the establishment of a
unified three-member Remuneration and Nomination Committee with a five-year term, expiring on June
25, 2026, and extended until the expiration of deadline within which the next Ordinary General Meeting
of Shareholders must convene, and also following the appointment of its members, who are in their
majority Independent Non-Executive Members of the Board of Directors, the above Committee met on
15 July 2021 in a special meeting with the sole agenda of election of the Chairman and its formation
into a body.
During the above meeting, Ms. Aliki Benroubi of Sam Samuel was unanimously elected as the Chairman
of the Remuneration and Nomination Committee, after a relevant vote. Ms. Benroubi is an Independent
Non-Executive Member of the Company's Board of Directors.
Following all the above, the Remuneration and Nomination Committee was formed as follows:
1) Aliki Benroubi of Sam Samuel, Independent Non-Executive Member of the Board of Directors,
Chairman of the Remuneration and Nomination Committee.
2) Ioannis Papamichalis of Efstratios, Independent Non-Executive Member of the Board of Directors,
Member of the Remuneration and Nomination Committee.
3) Georgios Ginosatis of Spyridon, Non-Executive Member of the Board of Directors, Member of the
Remuneration and Nomination Committee.
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It is reminded, for the purposes of completeness, that the Independent Non-Executive Members of the
Board of Directors and members of the Remuneration and Nomination Committee, namely Ms. Aliki
Benroubi of Sam Samuel and Mr. Ioannis Papamichalis of Efstratios, fully comply with the provisions of
the current regulatory framework and in particular of article 4, par. 1 of Law 3016/2002, which was
maintained in effect until 17.07.2021, as well as of article 9, par. 1 and 2 of Law 4706/2020, laying out
the respective conditions and criteria of independence. This is a fact which has been fully audited and
ascertained, i.e. whether the status of Independent Non-Executive Member can be attributed to the
above natural persons, by the Board of Directors during the process of its relevant proposal to the
Annual Ordinary General Meeting of shareholders on 25 June 2021.
5. Establishment of a subsidiary in Ireland
The Management of the Company proceeded within April 2021 with the establishment of a new
commercial company under the name "FLEXOPACK IRELAND LIMITED" domiciled in Dublin, Republic of
Ireland.
The new trading company is wholly controlled by the Cypriot subsidiary "FLEXOPACK INTERNATIONAL
LIMITED" (100% controlled by the Company) and its operational organization and activities are to be
launched and implemented in the near future.
The establishment of this new company is part of the broader strategic planning of the Group towards
the targeted expansion, upgrade and modernization of the global distribution network of its products
and aims to further strengthen and substantially expand its presence in the market of of Ireland. It also
aims at the complete, fastest and most efficient service of the specific geographical market through the
significant experience and know-how of the Group.
6. Share capital increase of the subsidiary "FLEXOPACK INTERNATIONAL LIMITED"
The Management of the Company proceeded to the share capital increase by an amount of 300 thousand
Euros, of the fully owned, 100%, subsidiary company "FLEXOPACK INTERNATIONAL LIMITED" based in
Larnaca, Cyprus.
This share capital increase was implemented with the aim of:
(a) the further financing and share capital increase by an amount of 200 thousand Euros of the Group’s
subsidiary based in Lyon, France under the name "FLEXOPACK FRANCE" (in which the above Cypriot
subsidiary holds 100% of the voting rights) as the latter (FLEXOPACK FRANCE) is in a phase of significant
growth in turnover and is in urgent need of financial support, and
(b) the payment and coverage of the initial share capital, amounting to 100 thousand Euros, of the
subsidiary FLEXOPACK IRELAND.
7. Stock Option Plan granted to the members of the Board of Directors of the Company and to
the senior executives and other managers according to the provisions of article 113 of Law
4548/2018.
The Board of Directors of the Company, during its meeting of 17th May 2021 and following authorization
granted from the Annual General Meeting of shareholders of June 29, 2018, established a new program
for the distribution of shares to the members of Board of Directors, the management members and the
Company’s executives, in the form of the stock options, in accordance with the applicable regulatory
framework and specifically in accordance with the provisions of Article 113 of Law 4548/2018.
The maximum number of shares that can be granted under the above program is 75,200 shares.
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The plan consists of granting options to the participants, so that the latter can acquire shares of the
Company through their participation in the latter’s share capital increase at a fixed price, amounting to
three (3.00) Euros per stock option.
The exercise of the option and the respective deposit --by the beneficiary-- of the value of options will
take place from 29.03.2023 to 20.04.2023 at the bank account of the Company which will be announced
to the beneficiaries in time.
The exercise of the stock options requires prior written notice from the beneficiary of his/her intention to
exercise the relevant option by 28 December 2022, i.e. three (3) months before the above maturity date.
According to the article 113, par. 3 of Law 4548/2018, after the exercise of the stock options by the
participants, the Board of Directors will issue and deliver the shares to the beneficiaries and right
afterwards it will take a decision to increase the share capital of the Company based on the amount
corresponding to the rights exercised. Subsequently, the Board of Directors will take a decision to certify
the payment of the share capital.
With the decision of 24.05.2021 of the Board of Directors of the Company, the beneficiaries were
appointed according to the more specific provisions of the Plan and, in particular, options for 75,200
shares of the Company were granted accordingly.
It is also noted that with the decision of 09.01.2020 of the Board of Directors of the Company, and
following the authorization provided by the Annual Ordinary General Meeting of shareholders of 29 June
2018, the members of the Board of Directors, the management and other senior executives of the
Company have been already granted options for 75,000 shares.
8. Issuance of a Common Bond Loan with a total nominal value of 7,000,000 Euros.
A) Following the decision of its Board of Directors dated 15 November 2021, the Company signed on
November 17, 2021, a Contract for the Coverage of a Common Bond Loan through a private placement,
in accordance with the provisions of Law 4548/2018 and of Law 3156/2003, as currently in effect,
amounting to seven million Euros (7,000,000) via coverage by "National Bank of Greece SA". "National
Bank of Greece SA" was appointed Power of Attorney and Representative of the Bondholders.
The Company utilized the above loan as follows: (a) an amount of three million six hundred forty six
thousand euros (3,646,000) for the refinancing of an existing common bond loan and (b) an amount of
three million three hundred fifty four thousand euros (3,354,000), to meet needs in terms of working
capital of a long-term nature and to further serve its corporate objectives.
9. Preparation and approval by the Board of Directors of the updated Rules of Procedure of
the Company
The Board of Directors during its meeting of July 16, 2021 approved the updated Rules of Procedure of
the Company in order for their content to be in full compliance and harmonization with the provisions
of the new legislative and regulatory framework on corporate governance, as defined in the provisions
of article 14 of Law 4706/2020 (Government Gazette A’ 136/17.07.2020).
10. Establishment of a new company in Denmark
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The Management of the Company proceeded in October of the closing year 2021 with the establishment
of a new commercial company with the name "FLEXOPACK DENMARK APS" based in Copenhagen,
Denmark.
This new commercial company is fully controlled by the Cypriot subsidiary "FLEXOPACK INTERNATIONAL
LIMITED" (100% owned by the Company), while its operational organization and activity is expected to
start and be implemented in the near future.
The establishment of this new company is part of the broader strategic planning of the Group for the
targeted expansion, upgrade and modernization of the global sales network and distribution of its
products. It also aims to further strengthen and substantially expand its presence in the Danish market
and the broader geographical area, by pursuing at the same time the most complete, fastest and
efficient service of the market through capitalizing also on the Group’s experience and know how.
11. Issuance of tax certificate for the year 2020
The Company on October 25, 2021 pursuant to the provisions of paragraph 4.1.3.1 sect. 12 of the
Athens Exchange Regulation and article 17 of Regulation No. 596/2014 of the European Parliament and
of the Council as of April 16, 2014, notified the investors’ community that, after completion of the special
tax audit for the fiscal year 2020(tax year 2020) carried out by the statutory auditors of the Company,
in accordance with the provisions of article 65A of Law 4174/2013 as in force today, a tax certificate
was issued for the Company with a conclusion “without reservation”.
Corresponding tax certificates with conclusion “without reservation” for the fiscal year 2020 (tax year
2020) were also issued for the associate companies "INOVA SA" and "VLACHOU BROS SA".
12. Approval of inclusion in the Development Law 4399/2016
With the decision number 125461 / YPE / 7 /00042/Ε / Law 4399 / 2016 / 19-11-2021 of the General
Directorate of Private Investments of the Ministry of Development and Investments, it was approved
the inclusion into the provisions of Law 4399/2016, of an investment of the company concerning the
“Expansion of factory capacity” via the addition of Mechanical equipment for the production of a new
plastic packaging solution. The total eligible, enhanced cost of the investment amounts to 3,785,960
Euros and the benefit that will arise for the company in the form of tax exemption will amount to 378,596
Euros.
SECTION Β΄
Major risks and uncertainties
Given its exporting activities and particularly its high extrovert strategy, the Group operates within an
intense competitive international environment. The Group’s general activities create several financial
and other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The basic risk
management policies that the Group applies during the performance of its business activity are
determined by its Management. The overall risk management plan of the Group focuses on the
fluctuations of the financial markets and aims to mitigate and also minimize the potential adverse effects
of these fluctuations on the financial performance and results of the Group as a whole.
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards
suppliers and related liabilities.
The Board of Directors is responsible for the effective monitoring of the exposure to business risks and
in this context it acts with the aim of maintaining stability while at the same time facilitating continuation
of operations and the development of the Company.
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The Management is responsible for the implementation of the Business Risk Management System in the
daily life of the organization. In particular, the Management is responsible for the systematic
identification and evaluation of risks that affect business activities and in addition, oversees the
formulation and timely implementation of risk management plans. It regularly evaluates the
effectiveness and the need to adjust risk management plans to achieve optimal management.
I. Financial risks
The most common financial risks which the Group is exposed to are the following:
Α. Exchange Rate Risk
The Group operates on a global level and realizes transactions in foreign currency, mainly: a) in U.S.
dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency (other than Euro) whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the
needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular
risk, as consequence of the broader uncertainty that exists in the global environment, exists and may
significantly affect the results of the Group during the current year 2022.
A relevant analysis is presented in the note 5A of the annual Financial Statements, with regard to the
above effect.
Β. Credit risk
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company
due to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation
of the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with
reliable and creditworthy firms and companies in general, with most of which it sustains a long-term
collaboration and relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary.
To the greatest possible extent, the Group continuously and systematically monitors the performance and
financial position of its customers, in order to be pro-active and to evaluate the need to take specific
measures per customer, also according to the market characteristics and difficulties where each customer
operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
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It is also noted that the particular risk, although existent mainly due to the impact of the Covid 19
pandemic on the global business environment, is considered for the time being as relatively limited and
controllable according to the historic data possessed by the Group and in the context of the precautionary
measures that have been taken and as well as the procedures that have been established.
Potential credit risk exists in cash and cash equivalents as well. The particular risk may arise from a
possible inability of the collaborating financial institution to meet its obligations towards the Group. The
Group applies procedures that limit its exposure to credit risk in relation to each financial institution
which the Group collaborates with.
A relevant analysis is presented in the note 5C of the annual Financial Statements.
C. Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing
cash inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently
meet its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should
also be noted that there are adequate unused credit lines with financial institutions in order to face any
possible shortage in cash. Such case however, despite the clearly negative circumstances and conditions
particularly seen in the domestic economy over the past years, has not yet appeared.
However, given the concerns about the course of the global economy due to the effects of the pandemic,
it cannot be ruled out that this risk may affect, to a controlled degree, the liquidity of the Group.
A relevant analysis is presented in the note 5D of the annual Financial Statements.
D. Cash flow risk due to changes in interest rates
The Group’s operating revenues and cash flows are affected by changes in interest rates, however the
Group’s relatively low level of bank debt as well as the fact that the long-term bank debt is based on fixed
interest rates, render the above risk as controlled and not capable to materially affect the Group’s activity
and growth.
A relevant analysis is presented in the note 5B of the annual Financial Statements.
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group based on the fully staffed and equipped Research and Development Department it owns, and
on the long-term presence in the sector it possesses, manages to differentiate its products from the
current competition and to present innovative diversified solutions. The quality of the Group’s produced
products, the strong recognition, and especially the brand name of the Group and the Company further
contribute towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real
and exists, and therefore it may affect the performance and results of the Group during the fiscal year
2022.
Β. Risk of reduced demand due to consumption slowdown
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The Group is active in an intensive and competitive global environment. Its specialized know-how in
conjunction with the research, development and creation of new products and strong infrastructure in
production equipment, assist the Group to remain competitive as well as expand or achieve its penetration
in new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition
patterns, climate changes, a slowdown of the global economy etc.
As major disruptions in the supply chain continue to occur at this stage both in the Eurozone and globally
due to the restrictive measures taken to curb the Covid-19 pandemic, this risk is assessed as significant
and may affect the Group's performance and financial results during the current financial year 2022,
however to a limited extent, based on the information available at the preparation date of this Report.
This evidence and related data are periodically reviewed due to the high volatility of the wider economic
environment.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to price volatility of raw materials that it acquires internationally. This volatility may
result from abrupt changes in oil production prices, other chemical products or other reasons.
It should be noted that as a result of the Covid-19 pandemic, since the beginning of the year 2021 there
has been a significant disruption in the transport and supply chains with their main characteristics being
the following:
1. Continuing shortages of key raw material categories worldwide.
2. Significant and continuous increases in the price of raw materials in the international market.
3. Significant increase in transport costs and in particular the charter rates for container transport.
In addition, recent developments as a result of the war in Ukraine may have a negative impact on the
prices of the Group's raw materials.
In this context, the Group takes all necessary measures to ensure the adequacy of raw materials.
In order to reduce this risk, the Group’s inventory and commercial policy is adjusted accordingly in order
to diversify and transfer part of this risk, to the extent that this is possible and according to the current
conditions present each time as regards to competition.
Following the above, this risk in case of inability to substantially transfer the increase in the cost of raw
material prices to the price of the final product, is assessed as particularly significant and may adversely
affect the Group's results during the current year.
b) risk of rising electricity prices.
Consumption of electric energy is also a significant cost factor as regards to the Group’s production
activity.
During the fourth quarter of the closing year 2021, there was a significant increase in energy costs and
consequently an additional burden on the level of the production costs.
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This risk has become even more substantial in the wake of recent developments following Russia's
invasion of Ukraine, as international oil and gas prices have risen sharply to unprecedented heights.
To address this risk, the Group invests in low power consumption equipment.
In view of the above, this risk is assessed by the Company's Management as particularly significant in
the sense that it can substantially affect the results and performance of the Group as a whole during
the current fiscal year 2022.
D. Risks related to work safety
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s
activities and operations, as well as on targeting the constant training and education of the Company’s
personnel is applied on a continuous and constant basis. Moreover, broad educational programs are
applied to systematically and fully train and educate employees on workplace safety and hygiene issues.
The application of such programs is continuously reviewed by the Company’s relevant Department with
the assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles for the Group.
For this reason, the Group takes strict measures in the areas where it operates, which in several cases
extend further than those imposed by law. The Group invests in best available techniques for protecting
the environment, it closely monitors planned changes in environmental law and it ensures to take the
necessary measures in advance so as to avoid any risk of not complying with the current legislative and
regulatory framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute
actively and substantially to the efforts of both the international community and our country to combat
climate change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its
obligations in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the
business strategy of the Group through the adoption and implementation of measures to reduce its
environmental footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction
of carbon emissions which are mainly due to the consumption of electricity which is the main source of
energy of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the
Group is to enhance its long-term value through the production of technologically advanced products
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that meet the most demanding international standards along with quality, safety and sustainable
development standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in
order to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent
the generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in
December 2019 in a region of China and has since spread around the world, has had extremely adverse
effects on both global and domestic economic growth.
It is noted that from the first moment of the outbreak of pandemic, the Group adopted strict protocols
and procedures for health safety in accordance with the applicable regulatory framework and the
relevant guidelines of the competent authorities and thanks to the consistent observance and
implementation of these procedures managed to ensure the uninterrupted operation of all its production
units as well as their sub-departments and directorates, thus contributing to the broader national effort
to deal with the pandemic crisis.
The Management of the Group, prioritizing the protection and safety of its employees, closely monitors
the developments related to the COVID-19 pandemic and takes timely and effective measures to
manage the effects of the pandemic, to ensure its business continuity and smooth operation as well as
to reduce the negative consequences to the least extent possible.
To ensure the health of the Company's employees and associates, the following measures have been
implemented starting from the year 2020:
- setting up an action coordination team, with the participation of the Factory Manager, production
department managers and personnel management,
- preparation of a comprehensive preventive action plan,
- constant communication and coordination with the Occupational Physician, for the appropriate and
valid briefing of all employees regarding the meticulous observance of the rules of personal hygiene
and the other recommendations and instructions of EODY (National Public Health Organization),
- provision of personal protective equipment such as masks, gloves and antiseptics,
- carrying out regular disinfections at the Company's premises,
- conducting Covid tests on the personnel in collaboration with diagnostic centers,
- installation of special thermal camera for the daily thermometry of the staff and associates and
anyone entering the Company's premises,
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- placement of special separation areas and implementation of telework for a large part of the
administrative personnel,
- preventive removal of persons belonging to vulnerable groups,
- tightening of the rules regarding the movements as well as the entry and exit of both the personnel
and the associates of the Company and third parties in its facilities,
- Prohibition of business trips unless there is a special exceptional approval of the Management.
The degree of uncertainty regarding the course and further spread of the Covid-19 pandemic remains
quite significant, while its economic impact both globally and at the level of different countries will
depend on the duration and severity of the health crisis, on the level of compliance with vaccination
plans in order to achieve immunity with regard to largest possible percentage of population, as well as
the emergence of new mutations which may in turn result into new pandemic waves. Therefore, the
articulation of any conclusions regarding the risks, the impact and the possible effects of pandemic on
the commercial activity and the financial results of the Company and the Group remains uncertain.
However it should be also noted that despite the extremely unpredictable circumstances that arose and
the very strict restrictive measures that were taken by the authorities, the Company managed to ensure
its uninterrupted business continuity and to achieve satisfactory level of results.
SECTION C
Significant transactions with related parties
The present section includes the most important transactions made during the financial year 2021
between the Company and its related parties as defined by IAS 24 and in particular:
a) Transactions between the Company and each related party that have materially affected the financial
position or performance of the Company during the specific fiscal year.
b) Any changes in the transactions between the Company and each related party described in the last
Annual Report, which could have a material effect on the financial position or performance of the
Company during financial year 2021.
It is noted that the following reference to those transactions, includes the following elements:
(a) The amount of such transactions for the year 2021
(b) The outstanding balance of these transaction at the yearend (31/12/2021)
(c) The nature of the related party relationship with the Company and
(d) Any information on transactions, which is necessary for the understanding of the Financial Position
of the Company, but only if such transactions are material and have not been concluded under normal
market conditions.
The most significant transactions carried out during the closing year 2021 (01.01.2021-31.12.2021)
between the Company and its associates (as defined by IAS 24) are presented in the following table.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
21
Pursuant to the decision of the Board of Directors of the Company dated 24/05/2021 (in application and
execution of the previous decision of 17/05/2021 of the Board of Directors and in the context of the
authorization granted by the Annual Ordinary General Meeting of shareholders as of June 29, 2018),
options for the acquisition of 75,200 shares of the Company were granted and in particular 49,800 stock
options to the members of the Board of Directors of the Company and 25,400 stock options to its
managers and senior executives in accordance with the more specific terms and conditions of the stock
option plan established under article 113 of Law 4548/2018. (Note 6.35)
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the
International Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. With regard to the Company’s natural persons or executives of the Management, apart from the above
fees, no other transactions exist between the Company and the particular directors or the members of
the Board of Directors.
1/1/-31/12/2021
COMPANY
Sales of goods
and services
Purchases of
services Receivables Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o 5,080 8,139 5,421 1,239
FLEXOSYSTEMS Ltd -Belgrade 700 0 125 0
FLEXOPACK PTY LTD- AUSTRALIA 15,398 6 9,743 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 7,269 0 2,973 0
FLEXOPACK IRELAND 0 0 0 0
FLEXOPACK DENMARK 0 0 0 0
FLEXOPACK FRANCE 906 0 218 0
FLEXOPACK USA 10,800 0 3,882 0
FLEXOPACK ΝΖ LIMITED 4 0 0 0
40,157 8,145 22,363 1,240
Related/Associate Companies
ΙΝΟVA SA 318 2 91 1
VLAHOU BROS SA 3,043 314 1,311 176
OTHER RELATED PARTIES 0 143 0 0
3,361 460 1,402 177
Grand Total 43,518 8,604 23,765 1,417
Benefits towards management and executives
1/1/-
31/12/2021
1/1/-
31/12/2020
Transactions and fees of senior executives and members of the management 2,541 2,195
Receivables from senior executives and management 0 0
Liabilities towards senior executives and management 124 62
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
22
4. There were no changes in the transactions between the Company and its related parties that could
have a material impact on the Company's financial position and performance for the period 1/1/2021-
31/12/2021.
5. The Company has granted the following guarantees and loans in favor of its subsidiary “FLEXOPACK
POLSKA Sp. Zo.o”.
(a) A guarantee towards a banking institution based in Poland for a maximum amount of 2.682 million
Euros, as insurance against the repayment of a long-term bank loan, of 2.682 million Euros. The balance
of the above loan as of 31.12.2021 had settled at 2.035 million Euros.
(b) A guarantee for a maximum amount of 2.800 million PLN (610,000 Euros approximately) as
insurance against the repayment of a short-term credit line towards the above subsidiary.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis
per related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The most significant transactions that took place during the previous fiscal year 2020 (01.01.2020-
31.12.2020) are shown in note 6.30 of the annual Financial Statements.
SECTION D
Development, performance and financial position
This section includes a brief review of the development, performance, activity and position of the Group
and the Company.
Α. Statement of Financial Position
Items (in thousand Euro) of the Statement of Financial Position for the year 2021 are presented below
along with the most important changes that occurred versus the corresponding year of 2020.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
23
The most significant changes in the consolidated financial position of 31/12/2021 compared to the
corresponding period of 31/12/2020 are due to the increase in inventories and suppliers.
In particular:
a) Increase of the account "Inventories" (note 6.7) by 11.678 million Euros was mainly due to the
inventory policy followed by the Group to ensure the adequacy of raw materials, since the beginning of
the year, as a result of the supply chain disruption and the significant increase in their price.
b) As a consequence of the above, the account "Suppliers and related liabilities" (note 5.17) increased
by 10.257 million Euros.
The total liabilities of the Group on 31/12/2021 amounted to 49.455 million Euros, the equity settled at
93.717 million Euros and the cash and cash equivalents to 19.138 million Euros.
Β. Statement of Income
Items of the statement of income for the year 2021 are presented below, along with the most significant
changes from the items of the statement of income for the year 2020.
STATEMENT OF FINANCIAL POSITION
EUR THOUS.
GROUP COMPANY
ASSETS
31/12/2021 31/12/2020 Change
% Ch.
31/12/2021 31/12/2020 Change
% Ch.
Non-current assets 60,772 62,509 -1,737
-2.8%
59,284 60,361 -1,077
-1.8%
Cash and cash equivalents 19,138 18,021 1,117
6.2%
15,700 14,673 1,026
7.0%
Other current assets 63,262 42,296 20,966
49.6%
56,919 42,437 14,482
34.1%
Total Assets 143,172 122,826 20,346
16.6%
131,902 117,470 14,432
12.3%
EQUITY
Total Equity 93,717 83,952 9,765
11.6%
92,655 86,073 6,583
7.6%
LIABILITIES
Total bank debt
16,068
14,999
1,068
7.1%
13,232
12,077
1,155
9.6%
Other long-term liabilities 2,808 3,579 -771
-21.5%
1,976 2,919 -943
-32.3%
Suppliers and other short-term liabilities 27,503 15,643 11,860
75.8%
21,442 12,017 9,425
78.4%
Liabilities due to income tax 3,077 4,653 -1,577
-33.9%
2,597 4,384 -1,787
-40.8%
Total Liabilities 49,455 38,874 10,581
27.2%
39,247 31,398 7,849
25.0%
Total Equity & Liabilities 143,172 122,826 20,346
16.6%
131,902 117,470 14,432
12.3%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
24
The following are noted with regard to the above items of the consolidated statement of income
concerning the year 2021 versus the previous fiscal year.
Consolidated sales amounted to 114.181 million Euros, increased by 17.8%, while gross profit amounted
to 28.388 million Euros posting an increase of 5.6%.
Operating profit amounted to 12.543 million Euros, posting a decrease of 15.0%.
Earnings before taxes, financial and investment results, and depreciation (EBITDA) amounted to 18.548
million Euros decreased by 10.4%.
Earnings before taxes amounted to 12.818 million Euros, recording a decrease of 5.7%.
The income tax for the year 2021 has been calculated with a tax rate which settles at 22%. The
corresponding tax rate for the year 2020 was 24%.
The calculation of deferred taxes was performed with the new tax rate and this adjustment led to a
reduction of the deferred tax of the Group and the Company by 130 thousand Euros which was recorded
in the income statement.
Profits after taxes amounted to 10.407 million Euros increased by 0.3%.
In particular, the results were negatively affected by the following main factors.
The global economic activity that was hit by the unprecedented and severe disruption due to the Covid-
19 pandemic has been disrupting the transport and supply chains as well as the energy market with the
following main features.
1. Continuing shortages of key raw material categories worldwide.
STATEMENT OF INCOME
EUR THOUS.
GROUP COMPANY
1/1-
31/12/2021
1/1-
31/12/2020 Change
% Ch.
1/1-
31/12/2021
1/1-
31/12/2020 Change
% Ch.
Turnover 114,181 96,953 17,228
17.8%
93,166 82,317 10,848
13.2%
Gross Profit 28,388 26,888 1,500
5.6%
19,680 20,946 (1,266)
-6.0%
Administrative Expenses (4,862) (4,418) (444)
10.0%
(3,709) (3,328) (380)
11.4%
Research & Development Expenses
(1,569) (1,410) (159)
11.2%
(1,447) (1,305) (142)
10.9%
Distribution Expenses (9,673) (6,632) (3,041)
45.9%
(5,256) (3,567) (1,689)
47.4%
Other Operating Income-Expenses
258 322 (64)
-19.8%
228 345 (117)
-34.0%
Operating Profit 12,543 14,750 (2,207)
-15.0%
9,496 13,091 (3,595)
-27.5%
Financial (expenses) - income (377) (543) 166
-30.5%
(282) (408) 126
-30.9%
Other Financial Results
(64) (1,337) 1,273
-95.2%
(115) (403) 288
-71.4%
Proportional result of related
companies
717 725 (8)
-1.1%
- - - -
Earnings before taxes
12,818 13,595 (777)
-5.7%
9,099 12,280 (3,181)
-25.9%
Income tax (2,411) (3,218) 806
-25.1%
(1,813) (2,895) 1,082
-37.4%
Earnings after taxes
10,407 10,378 29
0.3%
7,286 9,385 (2,099)
-22.4%
Depreciation / Amortization 6,006 5,948 58
1.0%
4,416 4,405 11
0.3%
EBITDA
18,548 20,697 (2,149)
-10.4%
13,912 17,496 (3,584)
-20.5%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
25
2. Significant and continuous increases in the price of raw materials in the international market.
3. Significant increase in transport costs and in particular the charter rates for container transport.
4. Significant increase in energy costs.
C. Items of the Statement of Cash Flows
The following table depicts the items of the cash flow statement for the year 2021 compared to the
corresponding cash flow statement for the year 2020.
D. Financial Ratios
The major financial ratios are presented below.
Ε. Alternative Performance Measures (APM)
The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the
historic or future financial performance with regard to the financial position or the cash flows. The APM is
STATEMENT OF CASH FLOWS
EUR THOUS.
GROUP COMPANY
1/1-31/12/2021 1/1-31/12/2020 1/1-31/12/2021 1/1-31/12/2020
Net cash flows from operating activities 5,908 12,104 5,040 13,576
Net cash flows from investment activities (3,874) (6,861) (3,458) (8,089)
Net Cash flows from financing activities (1,031) (2,850) (555) (4,098)
Net (decrease)/ increase in cash and cash
equivalents 1,003 2,392 1,026 1,389
Cash and cash equivalents at the beginning of
the period 18,021 15,470 14,673 13,285
Effect from foreign exchange differences 114 158 0 0
Cash and cash equivalents at the end of the
period 19,138 18,021 15,700 14,673
Financial Ratios
GROUP COMPANY
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Explanation
Capital Structure 65.5% 68.4% 70.2% 73.3% Total Equity / Total Assets
Liquidity Ratio 2.4 2.6 2.8 3.0
Total Current Assets / Total Short-term
Liabilities
Profit Margin 11.2% 14.0% 9.8% 14.9% Earnings before Taxes / Total Turnover
Return on Equity 13.7% 16.2% 9.8% 14.3% Earnings before Taxes / Total Equity
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
26
not stipulated or required by the existing framework of financial information (IFRS).
The general principle of the Group is to present the particular alternative performance measures in a clear
and transparent manner so that these indicators are appropriate and useful for decision making purposes
by the readers of the financial statements.
The APM should be taken into consideration always in conjunction with the financial results that have
been prepared in accordance with the IFRS and in no case should function as alternative ones.
The Management monitors the following alternative performance measures:
a) Capital Management
The goals of the Group with regard to the capital management refer to the uninterrupted course of its
business activities, the assurance of the financing of investment plans and the optimal allocation of capital
targeting the reduction of cost of capital.
For the purposes of capital management, the Group systematically monitors the ratio:
“Net debt to Total employed capital”.
The net debt is calculated as the total short-term and long-term interest bearing liabilities minus the total
cash and cash equivalents.
The total capital employed is calculated through the sum of the net bank debt and the total equity.
For the fiscal years ended on 31
st
December 2021 and 2020 respectively, the particular ratio settled as
follows:
The Group may affect its capital structure via the repayment or the collection of additional bank debt,
through share capital increase or return of capital to shareholders, and via the distribution or not of
dividends and through other distributions.
b) Earnings before interest, taxes, depreciation and amortization (EBITDA)
For the fiscal years ended on 31
st
December 2021 and 2020 respectively, the particular figure settled as
follows: (amounts are expressed in thousand Euros)
EUR THOUS.
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Long-term debt obligations 12,540 11,699 10,875 9,664
Short-term bebt obligations 3,528 3,300 2,357 2,413
Total bank debt 16,068 14,999 13,232 12,077
Liabilities for Leases
926 1,117 388 676
Total Bank Debt 16,994 16,117 13,620 12,754
Minus : Cash and cash equivalents 19,138 18,021 15,700 14,673
Net Bank Debt (1) (2,145) (1,905) (2,079) (1,919)
Total Equity (2) 93,717 83,952 92,655 86,073
Total Employed Capital (1)+(2)
91,573 82,047 90,576 84,153
Net Bank Debt / Total Employed Capital -2.3% -2.3% -2.3% -2.3%
Group Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
27
SECTION E
Analytic information, according to article 4 par. 7 l. 3556/2007, as currently in effect, and
respective explanatory Report
According to article 4 par. 7 of Law 3556/2007 the Company is obliged to disclose analytic information
in the present Report, as regards to a number of issues. Therefore, in compliance with the relevant legal
provision, the following are disclosed:
1) The Company’s share capital, following the last equivalent increase and decrease which was approved
by the Annual General Shareholders’ Meeting on 28.06.2019, amounted to 6,328,812.96 Euro as of
31.12.2021, is paid up in full and is divided into 11,720,024 common voting registered shares with a
nominal value of 0.54 Euro each.
It is noted that the relevant amendment of the article 5 of the Company’s Articles of Association, following
the decision of the annual Ordinary General Meeting of Shareholders on 28
th
June 2019, was approved
with the decision 80363/01.08.2019 (ΑΔΑ: Ψ7ΣΝ465ΧΙ8-Ο7Μ) of the Department of Public SA and Sports
SA of the Division of Companies and GEMI of the General Market Division of the General Secretary of
Trade and Consumer Protection of the Ministry of Finance and Development, which was registered in the
General Electronic Commercial Registry (GEMI) on 01.08.2019 with registration number 1808333.
All Company shares (dematerialized common registered) are listed and traded on the Athens Exchange.
Each share includes all the rights and obligations defined by law and the Company’s Articles of
Association. Ownership of a share automatically implies the complete and unreserved acceptance of the
Company’s Articles of Association and of the decisions made in accordance with law and the Company’s
Articles of Association, by the pertinent bodies of the Company.
Each share provides one (1) voting right.
2) There are no limitations as regards to transfers of Company shares, either from the company’s Articles
of Association, or from specific agreements, or from other regulatory provisions etc., except for
limitations emanating by three (3) existing Agreements of Subordinated Bond Loans issued by the
Company, according to which the Ginosati family aggregately should own a percentage of at least 34%
of the Company’s paid up share capital, in order to maintain the capacity of a “Controlling Majority”.
EUR THOUS.
GROUP COMPANY
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020 #
Note
Operating Profit 12,543 14,750 9,496 13,091
Statement of
Income
Depreciation of tangible fixed assets 5,044 5,163 3,741 3,883
Cash Flow
Statement
Amortization of intangible assets
377
341
377
341
Cash Flow
Statement
Amortization of right-of-use assets
590
531
303
268
Cash Flow
Statement
Amortization of investment grants (6) (88) (6) (88)
Cash Flow
Statement
Earnings before interest, taxes, depreciation
and amortization (EBITDA) 18,548 20,697 13,912 17,496
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
28
3) The Company’s main participations (direct and indirect) are as follows:
(a) FLEXOPACK POLSKA Sp.z.o.o: foreign Company domiciled in Poland. The Company now holds
100.00% of shares and voting rights,
(b) “FLEXOSYSTEMS Ltd Belgrade”, foreign company, based in Serbia. The Company holds 100% of
shares and voting rights,
(c) «FLEXOPACK INTERNATIONAL LIMITED»: Foreign company domiciled in Larnaca, Cyprus, fully owned
by the Company (100% of the total shares and voting rights),
(d) «FLEXOPACK PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by
the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(e) «FLEXOPACΚ PROPERTIES PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned
(100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(f) « FLEXOPACK ΝΖ LIMITED »: Foreign company domiciled in Auckland, New Zealand, fully owned
(100%) by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company).
(g) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED»: Foreign company domiciled in Norwich, UK, fully
owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(h) “FLEXOPACK FRANCE”: a foreign company based in Lyon, France, which is also 100% owned by the
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation of the Company)
(i)FLEXOPACKUSA INC.: foreign company domiciled in the state of Delaware, USA, fully owned (100%)
by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(j) FLEXOPACK IRELAND LIMITED: foreign company domiciled in Dublin, Ireland, fully owned (100%)
by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(k) FLEXOPACK DENMARK APS: foreign company domiciled in Copenhagen, Denmark, fully owned
(100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(l) INOVA PLASTICS SA: Domestic company in which the Company holds 50% of shares and voting rights,
(m) VLACHOU BROS SA: Domestic company in which the Company holds 47.71% of shares and voting
rights,
Furthermore, regarding the direct or indirect significant holdings in the voting rights of the Company,
within the meaning of articles 9 to 11 of law 3556/2007, and on the basis of the relevant notifications
received by law (and the MAR) in the Company on behalf of the shareholders, these have as follows:
(I) Stamatios Ginosatis: 30.886% (direct participation)
It is noted that on 19.12.2013, Mr. Stamatios Ginosatis transferred under the cause of selling, the bare
ownership of 1,609,933 common, registered Company shares to Mr. Dimitrios Ginosatis, while at the
same date, he transferred, also under the cause of selling, the bare ownership of 1,609,933 common,
registered shares to Mr. Spyridon Ginosatis. Mr. Stamatios Ginosatis retained the lifetime usufruct of all
of the transferred shares, i.e. of 3,219,866 shares, which includes the voting rights and the right to
receive the corresponding dividends.
(II) George Ginosatis: 17.437% (direct participation)
It is noted that on 19.12.2013, Mr. George Ginosatis transferred, under the cause of selling, the bare
ownership of 881,787 common, registered shares to Ms. Stamatina Ginosati, while at the same date, he
transferred, also under the cause of selling, the bare ownership of 881,787 common, registered shares
to Ms. Catherine Ginosati. Mr. George Ginosatis retained the lifetime usufruct of all the transferred shares,
i.e. of 1,763,574 shares, which includes the voting rights and the right to receive the corresponding
dividends.
(III) Nikolaos Ginosatis: 16.289% (direct participation)
It is noted that on 19.12.2013, Mr.Nikolaos Ginosatis transferred, under the cause of selling, the bare
ownership of 600,000common, registered shares to Ms. Stamatina Ginosati, maintaining the lifetime
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
29
usufruct of all the transferred shares, which includes the voting rights and the right to receive the
corresponding dividends.
(d) Canaccord Genuity Wealth (International) former Collins Stewart (CI) Limited: 5.107 % (direct
participation)
4) There are no shares, which provide special control rights.
5) To the Company’s knowledge, no restrictions on voting rights exist for the Company’s shareholders.
However, the notes presented in 3) (I) (II) and (III) with regard to the beneficial interest of the major
shareholders are highlighted.
6) To the Company’s knowledge, there are no agreements between shareholders that imply limitation on
the transfer of shares or limitations on the exercise of voting rights.
7) As regards to the appointment and replacement of the Company’s Board members and concerning the
amendment of the Company’s Articles of Association, there are no rules that differ than those stipulated in
L. 4548/2018, as such is in effect today.
8) There is no permanent special authorization of the Board of Directors or certain members to issue
new shares or purchase own shares, according to article 49 of law 4548/2018. The relevant competence
and authority is provided to the Board of Directors of the Company by decision of the General Meeting
of its shareholders. Already, during the annual Ordinary General Meeting of the Company's shareholders
of June 26, 2020, it was decided, among other things, the purchase by the Company, in accordance
with the provisions of article 49 of Law 4548/2018, as in force, within a period of twenty-four (24)
months from the date of the above decision, i.e. no later than 26.06.2022, of a maximum of 586,001
common, registered shares, which correspond to 5% of the total existing shares of the Company, with
a range of purchase prices between three Euros (€ 3.00) per share (minimum) and eight Euros (€ 8.00)
per share (maximum).At the same time the Board of Directors of the Company was granted the
authorization for the proper implementation and application of this stock repurchase plan. With the
decision of the Board of Directors of the Company dated 13.07.2020, the process of implementation
and realization of the above-mentioned plan for the purchase of own shares began, while in this context
the Company proceeded on 22.07.2020, through an over-the-counter (OTC) transfer, to the purchase
of 96,450 own shares with an average purchase price of four Euros (€ 4.00) per Share. At the time of
preparation of this Report, the Company holds 96,450 treasury shares, which correspond to a
percentage of 0.82% of the Company’s total shares.
9) There is no significant agreement contracted by the Company, which becomes in effect, is amended or
terminated in case of change in the Company’s control following a tender offer, with the exception of:
(a) The signed, on 09.03.2020, agreement for the coverage of the common Bond Loan between the
Company and “ALPHA BANK SOCIETE ANONYME” (Trustee of the payments), agreement which provides
for the right of the Bondholder to denounce the loan “if the Issuer’s current shareholding structure is
altered, directly or indirectly, as regards to the controlling majority and specifically if the Ginosatis family
in total ceases to own a percentage at least equal to 34% of the paid in share capital and equal voting
rights”,
(b) the signed bond agreement dated 17.11.2021 between the Company and the National Bank of
Greece SA; (a representative of the Bondholders and the attorney-at-law of payments), which also
provides for the right of the Bondholder to terminate "if the percentage of participation in the paid-up
share capital of the Issuer belonging to the Ginossatis family is less than 34% of that with the voting
rights"; and
(c) The signed, on 24.12.2018, agreement for the coverage of the common Bond Loan between the
Company and “EUROBANK ERGASIAS S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
30
Issuer’s current shareholding structure is altered as regards to the controlling majority and specifically
if the Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share
capital of the issuer”.
The aforementioned terms (terms of change in control) are absolutely common practices and are
included in all Common Bond Loans which are covered or subscribed by the banking institutions (in fact
the controlling majority is usually defined as over 50%).
10) There is no agreement between the Company and the Board members or employees, which provides
for indemnity in case of resignation or termination of employment without reason or termination of
employment term or their employment emanating from any public tender offer.
Explanatory report regarding the information, prepared according to the article 4 par. 8 L.
3556/2007
The numbering in the present explanatory Report (which is prepared according to article 4 par. 8 of L.
3556/2007) follows the respective relevant numbering of information of article 4 par. 7 of L. 3556/2007,
as such information is presented above:
1. The structure and form of the Company’s share capital is presented in detail in article 5 of the Company’s
Articles of Association. The Company’s shares were listed on the Athens Exchange on April 2
nd
1996 and
since then are traded without interruption.
2. No such limitation is imposed either by law, either by the company’s Memorandum of Association, or by
any other agreement, apart from the common Bond Loan Agreements, reference to which is made also in
Section E.9.
3. Data regarding the number of shares and voting rights owned by individuals with significant
participations, have been presented according to the relevant disclosures notified according to law (and the
MAR – Market Abuse Regulation) to the Company, on behalf of shareholders.
4. There are no other categories of shareholders, namely there are only common registered shares with
voting rights.
5. No such limitations have been notified to the Company.
6. Likewise no such agreements have been notified to the Company.
7. In the particular matters, the Company's Articles of Association do not deviate from the provisions of
Law 4548/2018 as it is currently in force.
8. Pursuant to a relevant decision of the Annual Ordinary General Meeting of Shareholders of
26.06.2020, the Board of Directors of the Company was granted the authorization to purchase a
maximum of 586,001 own shares, within a period of twenty-four (24) months from the date of the
above decision and in accordance with the terms and restrictions set by article 49 of law 4548/2018,
with a range of purchase prices between three Euros (€ 3.00) per share (threshold) and eight Euros (€
8.00) per share (ceiling).The relevant procedure in order to implement the decision taken above, was
activated on 13.07.2020. The above program is still in force and at the date of preparation of this Report
the Company holds 96,450 treasury shares.
9. In the lack of such agreements, apart from those mentioned, no clarification is deemed necessary.
10. Likewise, in the lack of such agreements no clarification is deemed necessary.
SECTION F
FLEXOPACK Business Model
FLEXOPACK's business model aims to create value for all social partners, i.e. employees, shareholders,
customers, suppliers, and the wider community as a whole.
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Group Profile
The Company and the Group are active in the field of production of flexible plastic packaging items
intended mainly for the food industry, but also for other advanced special applications.
The Company, since its establishment in 1979 by the Ginosati brothers, has experienced significant and
continuous growth and the course of its turnover and profitability has been steadily upward to date. The
profits were channeled in investments for the production and development of the necessary know-how.
The Company since September 1995 holds an ISO:9001 quality assurance certificate, issued by the
company Bureau Veritas, for the research, development, production, distribution and technical support
of its products.
Also in April 2003 it was certified with the new hygiene standard British Retail Consortium (BRC). This
standard –which constitutes a pan-European recognition - introduces the highest requirements for
hygiene, product safety and quality.
The Company possesses a large customer base and has developed strong export activity in about 40
countries, such as USA, Australia, United Kingdom, Poland, Germany, Belgium, Israel, Spain, Italy,
Turkey, Norway, France, Switzerland, etc.
The sales of the Group outside Greece represented on 31/12/2021 a percentage of 87% of its turnover.
The Group’s vision is:
- the effective coverage of the wider and more demanding needs of the flexible packaging market,
-the emergence and capturing of a strong position in a dynamic global market that requires exceptional
flexibility,
-predicting and addressing ongoing challenges for new and innovative packaging solutions,
-profitable development with the use of modern technology and the implementation of a dynamic
strategic plan.
The strategic directions of the Group for the realization of this vision are:
-Intense extroversion and penetration into new markets abroad.
- Emphasis on research and development for the creation of innovative products with high added value.
-Corporate philosophy and customer-focused culture.
-New investments in high-tech mechanical equipment for the production of films with a smaller thickness
to reduce the environmental footprint.
Group Structure
FLEXOPACK has a 100% stake in eleven (11) subsidiaries based in Australia (2 subsidiaries), New
Zealand, USA, UK, Poland, Serbia, France, Ireland, Cyprus and Denmark (direct and indirect holdings).
This infrastructure is necessary to exist and be maintained as the Company addresses the global market
and its main competitors are international groups with very strong capital structure, multi-year presence
and already developed strong commercial networks.
The Group has industrial facilities in Greece, Poland and Australia, with state-of-the-art mechanical
equipment.
It also has distribution and marketing companies in seven (7) countries and in particular in the United
Kingdom (UK), France, the United States of America (USA), Serbia, Denmark, Ireland and New Zealand,
while the model focuses on strengthening its presence through subsidiaries in other countries, with the
aim of meeting the needs of the global market more effectively and in particular more directly.
Areas of activity and products
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The products of the Group are widely used in the food industry and in particular in items that are part
of the daily food choices of consumers such as: packaging for meat, seafood, poultry, dairy and other
applications. The products are designed to prevent waste and improve the presentation of food, while
extending the shelf life of packaged foods by retaining their nutrients.
Group strategy
The successful course of FLEXOPACK Group is based on the triptych:
-Research and development
-Sustainability
-Quality assurance
Research and Development
FLEXOPACK possesses a special Department of Research and Development, staffed with highly
specialized scientific personnel, which through continuous market research and monitoring aims to
develop new products and upgrade as well as evolve the existing ones, in order to more fully cover the
ever-changing market and customer requirements for the production of thinner, more transparent, lower
cost and more sophisticated films in every respect.
Furthermore, the Company places special emphasis on the high quality of its products and on the
impeccable organization of their production methodology, along with the constant and absolute
observance of all the necessary safety rules, quality control and other procedures.
The specialized team of the Directorate of Research and Development consists of scientists and
engineers with high theoretical training, rich professional experience and specialized know-how. In
collaboration with suppliers and customers, it designs and develops new innovative products that set
the standard in packaging technology.
The Research and Development Center, located in the main production facilities in Koropi, Attica,
collaborates in some research projects with universities and other educational institutions and is the
“heart” of the product development and testing program in order to achieve the optimal packaging
solution for any use and application. All products produced by the Company are subject to strict
inspection and testing procedures, in order to ensure full and absolute compliance with international
standards.
The Department is equipped with the most modern machines for analysis and evaluation of the attributes
of plastic films.
The operation of the above department and the general policy of the Company regarding its organization
and efficiency, is included and summarized in the following triptych: upgrading of existing products,
development of new products and utilization - exploitation of all new technological possibilities and
practices.
The Company has composed and patented approximately 50 patents which are privately owned. These
patents have been filed in many countries and in highly demanding markets including the USA, Australia,
Japan, New Zealand, as well as the European Patent office.
More specifically, the pillars of the company's Research & Development Department are the following:
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The protection of the quality and safety of the product so that Flexopack’s packaging solutions ensure
the quality of the packaged product throughout its life cycle and as a consequence contribute to the
reduction of food waste.
Increasing the shelf life of the packaged product especially in sensitive goods such as fresh meat.
The development of technologies in order to reduce the volume / weight of plastic utilized in packaging
the final product (lightening of packaging).
Recyclable plastic packaging is also being produced by the Company so that the largest possible part of
this production can be recycled.
Optimizing the use of recycled raw materials.
The search and use of plastic raw materials which come from alternative biological sources (non fossil
fuel feedstock).
The development of plastic films that allow paper packaging to acquire functional characteristics that
until now were only possible with purely plastic packaging.
Quality assurance
FLEXOPACK has been established to provide extremely high quality products internationally. Its
continuous and focused efforts to improve the quality of products produced and services provided are
supported by an effective Quality Assurance Department. The Group has in place a system of complete
traceability of the products from the raw material to the retail sale, with the result that every customer
is able to easily follow the reverse course from the final product to the specific batch of raw materials
used, without casting any doubt about the quality of the final product, the process applied or the raw
materials used.
The Company achieves its quality objectives by observing the following fundamental principles:
• Faithful and continuous compliance with strict policies, procedures and standards,
• Provision of high quality products that exceed customer expectations,
• Effort for the absence of defects and waste reduction,
• Creating together with customers and suppliers a team that embraces the same values and the
same corporate culture.
• Efficiency with priority on safety,
• Teamwork combined with the recognition and reward of excellence at the individual level,
• Continuous effort for competitiveness and progress in all areas of its business,
• Ensuring its viability and business continuity as well as the stable returns for its shareholders.
Sustainability
Environmental sustainability
The Company recognizes the need for continuous improvement of its environmental targets based on
the principle of sustainable development and compliance with current regulation and international
standards, aims for balanced economic development in harmony with nature. Aiming at a course of
sustainable development, the Company carries out its activities in a way that ensures the protection of
the environment, the local community and the public.
The Company's policy for ensuring the protection of the environment is based in particular on the
following fundamental principles:
• takes measures for the protection of the environment in accordance with the environmental
legislation and the approved environmental conditions in relation to its operating license,
• implements an Environmental Management System in all the activities of its production process,
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• adopts specific rules of environmental controls in its internal production operation,
• improves its overall environmental behavior, especially in terms of preventing environmental
pollution and dealing with emergencies,
• is based on the ecological sensitivity and the environmental vision, which is expressed through the
total workforce of the Company,
● seeks to act responsibly even in the field of procurement, aiming at reducing its environmental
footprint (e.g. detailed examination of the technical characteristics of products, ensuring their
recyclability, supply of materials produced through as environmentally friendly as possible methods
etc.) and at the use of recycled plastic as raw material always with a view to quality assurance and
compliance with relevant legislation.
Finally, it must be noted that the production process has been planned in a way that renders the use of
available sources efficient and minimizes the negative effect on the environment.
The Company is an official member of SEDEX - Supplier Ethical Data Exchange. The relevant inspection
that took place validated the responsible practices of the company in the areas of management of
environmental issues and safeguarding of the rights and ethical rules in the working environment.
Business sustainability
In addition to optimizing the environmental impact of its products, FLEXOPACK is committed to
continuously reducing the carbon footprint of the production process, investing in the latest technologies
that allow it to reduce energy consumption, water use and waste generation.
The waste management system focuses on recycling, thus reducing the environmental impact of solid
waste on the planet.
Flexopack was successfully evaluated by the experts of EcoVadis for Corporate Sustainability (CSR -
Corporate Social Responsibility) and was awarded the Silver Medal in 2020 (to be re-evaluated in 2022)
for the following activities:
-Environment
-Work Practices and Human Rights
-Business Practices
-Sustainable Procurement
Optimization of environmental performance of products
The Group, through the continuous research and use of the most technologically advanced machines,
aims at the development of products with reduced environmental burden and the utilization of recyclable
materials without compromising the quality of the final product, whereas the aim of the Company is to
cause the least potential impact on the natural environment. To this end, it implements strict policies
for the protection of the environment and the management of industrial risks.
The Company is an active member of CEFLEX, an initiative that brings together the entire management
value chain, in order to jointly address complex technical and business barriers to flexible packaging in
a circular economy.
Social responsibility
The personnel of FLEXOPACK (technical and administrative) is the backbone of the company. Its
responsibility and commitment is to create and maintain a completely safe working environment with
the ultimate goal, in view of the utilization of high technology but heavy-duty mechanical equipment,
the existence of minimal, if not zero, injuries and accidents during the provision of work. The competent
Management of the Company continuously takes all the necessary measures and proceeds with the
adoption of practices, in order to fully comply with the current provisions of the labor legislation.
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It further monitors and ensures the elimination of any discrimination on the grounds of sex, nationality,
age, marital status, sexual orientation or any involvement in trade unions and urges its personnel to
respect the diversity of each employee, supplier and customer, and not to accept any behavior that
creates, directly or indirectly, any form of discrimination.
Information on labor issues
On 31/12/2021 the Group employed 457 people and the Company 322 people, under regular
employment terms i.e. as full time employees. It should be noted that the Company maintains an
excellent relationship with its employees and no work problems arise since one of the top priorities for
the Company is to maintain and promote a peaceful work environment and to continuously improve and
upgrade working conditions, in order to achieve the best possible utilization of human resources on a
production level. The Group takes diligent care of the health and safety of employees, by taking all
necessary measures and adopting practices in order to fully comply with the applicable provisions of
labor and insurance legislation.
(a) Policy concerning diversity and equal opportunities
The Group’s Management does not make any discrimination in relation to recruitment, remuneration
and promotion based on gender, race, religion, color, nationality, religious beliefs, age, family status,
sexual orientation, any participation in unions or any other characteristics. The only factors which are
taken into consideration, with an emphasis on the principles of meritocracy, consist of the experience,
the personality, the education, the specialization and the broader skills of the individual, whereas the
Company encourages and recommends to all of its employees to respect the diversity of the personnel,
suppliers and customers of the Group and to reject any behavior that makes discrimination of any
nature.
(b) Respect to the employee rights
The Management of the Group applies with no deviation the effective labor legislation and respects the
relevant provisions and clauses with regard to the child labor, human rights as well as the ability of
employees to participate in unions.
(c) Health and safety at work
The protection of health and safety of employees is a top priority for the Group’s Management, which
systematically monitors and inspects all potential risks that may emerge from the business activities,
and takes all the necessary precautionary measures for the avoidance of accidents. At the same time,
the entire personnel attend educational seminars covering the areas of health and safety at work.
Moreover, the Group’s Management ensures the compliance to the fire safety rules and manages
effectively any extraordinary cases or needs, whereas it takes care for the training of the personnel in
the areas of fire protection, fire incidents, use of portable fire protection means, as well as the
performance of drills as precautionary actions in order to encounter real cases of danger whenever
needed. Finally, all the above are being complemented by additional benefits which facilitate the daily
life of the employees such as the regular visits made by occupational doctors.
(d) Employee benefits
Given the fact that the balance between work and personal life is a crucial factor which affects the
efficiency and productivity of employees, the Group applies a series of benefits and policies towards this
direction for the employees and their families, which are summarized in the following:
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-- Facilitation of the employees with flexible working schedules in cases of special need (illness,
briefing about the progress of the employees’ children, etc.),
-- Financial assistance towards financially disadvantaged employees in order to manage unexpected
cases and needs,
-- Healthcare coverage and insurance of serious illness in case there is no such financial capability,
-- Advance payment of salaries for health reasons or for coverage of special needs of employees,
-- Granting of loans to employees facing financial difficulties.
(e) Education and development of employees
The business success of both the Group and especially the Company is based on its people. The Company
offers a work environment which is characterized by stability so that all employees are encouraged to
remain productive and oriented towards the achievement of the most optimal result, to undertake
initiatives to the benefit of the corporate interest and to manage their own development with zeal and
integrity. Through the highly recruited Department of Human Resources, the Management of the
Company can distinguish the abilities of the employees and appoint them to the positions where these
employees will contribute the maximum result and will also have the opportunity to excel. The size of
the Company and its growth allow its employees to assume the most suitable position and to utilize
their knowledge and skills to the highest degree as well as to further develop these skills.
Sustainable Development Report
The Management has assigned an Auditing Company of recognized prestige the preparation of a relevant
Sustainable Development Report, in which the Company's performance in the areas of environment,
society and corporate governance will be recorded with accuracy, objectivity and impartiality. The Report
will also depict the Company’s ability to create value and formulate effective strategies with a long-term
horizon.
SECTION G
Other information, Treasury shares, Events after the reporting period
1. None of the Group’s companies has branches, apart from the parent Company whose old building,
which is located across from the new industrial plan, is considered as a branch. During the closing year
there was no transfer of domicile for any of the Group’s companies, nor was any decision made regarding
the opening or operation of any branch.
2. None of the companies included in the consolidation possess shares or units of par. 1e of article 26
of law 4308/2014, except for the parent company, which currently holds 96,450 own shares, acquired
in accordance with its specific regulations and provisions of the Stock Repurchase Plan, approved by the
Annual Ordinary General Meeting of Shareholders on June 26, 2020.
3. There are no other significant events that took place after the end of the fiscal year 2021 and up to
the date of preparation of this Report and which are worthy of special reference in this Report apart
from the following:
• On February 24, 2022, there was a Russian invasion of Ukraine, which at the time of preparation of
the present Financial Report was in full swing. Although the Company maintains no significant business
exposure in the countries involved in the conflict (Note 6.36) and therefore no significant impact (direct
or indirect) has arisen with regard to its operations, the concern in the international community due to
high prices of energy, industrial metals and other goods is particularly intense.
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Following the Russian invasion of Ukraine and the "response" of the Western countries with economic
retaliation, the deterioration of financial conditions must be taken for granted, due also to the fears of
a long-term exclusion of Russian natural resources from the world market.
At this time, any prediction regarding the impact of the war on turnover, financial results and financial
position of both the Group and the Company is uncertain, as it is directly related to the duration and
intensity of the war activity, the length of time during which the economic measures against Russia
remain in force, as well as the way by which the crisis may be resolved.
In any case, the Company's Management closely monitors the developments and the consequent
problems, having as ultimate objective the adequacy of raw materials, the uninterrupted supply of the
production process and the effective management of the rising production costs.
SECTION H’
CORPOTATE GOVERNANCE STATEMENT
CONTENTS
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
1.2 Regulatory framework for corporate governance
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions
of the Code that the Company does not apply and an explanation of the reasons for non-
implementation
2.3 Corporate governance practices applied by the Company in addition to the provisions of
the law
PART A – BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors
ΙΙ. Size and composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information regarding the current Board of Directors
PART B – COMMITTEES
Ι. Audit Committee
ΙΙ. Remuneration and Nomination Committee
PART C- GENERAL MEETING
PART D – INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
ΙΙ. Risk Management
PART E ADDITIONAL INFORMATION
PART F – SPECIAL STATEMENTS
PART G – SUSTAINABLE DEVELOPMENT POLICY
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INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
According to the Corporate Governance Principles of the Organization for Economic Cooperation and
Development (OECD), corporate governance means the system of relationships established between
the Company's Management, shareholders, employees and any other interested party, and aims at the
creation, development and viability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, namely it is not limited
to the application of mandatory, by laws, clauses and regulations, but is based on the voluntary
acceptance and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
operations are performed, the relations with the shareholders and the external agents (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are formed,
the achievement of objectives that have been set, identified and managed real or potential risks.
The promotion of corporate governance principles aims to increase the credibility of the Greek capital
market towards international and domestic investors, to enhance transparency, improve the
competitiveness of Greek companies and strengthen their internal operating structures. In addition, a
framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, bring together, in an effective and beneficial way, the interests of business,
citizens and society.
1.2 Regulatory framework for corporate governance
In our country, the corporate governance framework for societe anonyme companies, whose securities
are listed on a regulated market, consists on the one hand in the adoption of mandatory law, on the
other hand in the application of corporate governance principles, as well as in the adoption of best
practices and recommendations through self-regulation.
Specifically, this framework includes:
(a) Law 4706/2020 (Government Gazette A 136/17.07.2020), with the provisions of which the
legislative framework for corporate governance is substantially reformed and updated, taking into
account the changes in the legislative and regulatory framework governing the action of listed
companies at EU level, during the intervening period since the introduction of Law 3016/2002 (original
legislation on corporate governance) until today, as well as current trends in corporate governance. In
particular, the new regulations seek to substantially upgrade the required organizational structures
and corporate governance procedures of societe anonyme companies, so that they, on the one hand,
meet the increased demands of the modern capital market, and on the other hand, not to affect the
functional and decisive autonomy of the business entity. The aim of the new legislation is to
consolidate good and effective governance practices and consequently to strengthen the confidence of
shareholders or their prospective shareholders.
(b) the decisions of the Hellenic Capital Market Commission issued under the authority of the above
law;
(c) certain provisions of Law 4548/2018 and
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(d) the principles, best practices and recommendations of self-regulation, incorporated in the new Greek
Code of Corporate Governance, which was drafted by the Hellenic Corporate Governance Council (ESED)
in June 2021 and replaced the Code in force since October 2013.
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
The Company, in compliance with the provisions of article 17 par. 1 of law 4706/2020, proceeded under
the relevant decision of its Board of Directors dated 16.07.2021 to the adoption and implementation of
the new Greek Corporate Governance Code (available at https://www.esed.org.gr ), into which (Code)
states that it is subject to the following detailed deviations and exceptions.
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions
of the Code that the Company does not apply and an explanation of the reasons for non-
implementation
The central goal of the current Greek Corporate Governance Code (hereinafter referred to as the "Code"
or "CGC") is the creation of an accessible and comprehensible reference guide, which sets in a codified
way in a single text, high (higher than mandatory) requirements and specifications of corporate
governance.
In particular, the Code does not address issues that constitute mandatory legal provisions (laws and
regulative decisions); on the contrary, it establishes principles beyond the mandatory framework of
corporate governance legislation and addresses issues that either: (a) are not regulated by law, or b)
are regulated, but the current framework allows selection or derogation, or (c) are regulated to their
minimum content. In these cases, the Code either complements the mandatory provisions, or introduces
stricter principles, drawing on experience from European and international best practices, always guided
by the characteristics of Greek business and the Greek stock market.
The Code is implemented based on the "Comply or explain" principle. This principle requires companies
that apply the Code to either comply with all of its provisions, or to justify the reasons for their non-
compliance with its specific special practices. The explanation of the reasons for non-compliance should
not be limited to a simple reference to the practice with which the company does not comply, but should
be justified in a specific, definite, comprehensible, substantive and convincing manner.
The Company first confirms with this Statement that it faithfully and strictly applies the
current provisions of Greek legislation regarding corporate governance, as in force today
(Law 4706/2020, Law 4548/2018 and Law 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are currently
some deviations (including the case of non-application), for which deviations an analysis follows and
explanation of the reasons justifying them.
In particular, the existing deviations in relation to the specific practices and principles
established by the Code are the following:
The non-executive members of the Board of Directors do not meet at least annually,
or even extraordinarily when it is deemed appropriate without the presence of executive
members, in order to discuss the performance of the latter.
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This deviation is justified by the fact that the Company has a Remuneration and Nomination Committee,
which consists of non-executive members of the Board of Directors and even independently in their
majority, which periodically monitors and evaluates the adequacy, suitability, skills and abilities,
experience, individual performance and efficiency of all members of the Board of Directors, and
especially the executives, who are responsible for the implementation of the Company's strategy and
the achievement of its objectives. After all, there is complete transparency between the members of the
Board of Directors and whenever there is a need or it is ascertained the existence of any weakness or
malfunction, in-depth discussions take place, in which the problems presented are analyzed and criticism
is made on statements, actions or decisions of its members, bar none.
The Board of Directors has not adopted Rules of Operation, which at least describes
the way it meets and makes decisions and the procedures it follows.
This deviation is explained by the fact that the provisions of the Articles of Association and the Internal
Operating Regulation of the Company in combination with the existing legal framework (Laws
4548/2018 and 4706/2020) are considered sufficient, reasonable and satisfactory for the general
organization and operation of the Board of Directors, ensure the full, correct, efficient and timely
fulfilment of its duties and the adequate consideration of all issues on which it is called to take
decisions and form a flexible and effective framework of meetings and decision-making.
At the beginning of each calendar year, the Board of Directors does not adopt a
meeting calendar and an annual action plan, which is revised according to the
developments and needs of the Company.
This deviation is reasonably understood by the fact that all the members of the Board of Directors of
the Company are residents of the Attica prefecture and therefore it is easy to convene and meet the
Board of Directors, whenever the needs of the Company or the law impose, without the existence of a
predetermined strict action plan. Furthermore, in the current Articles of Association of the Company
there is now an explicit provision for the possibility of a meeting of the Board of Directors via
teleconference, with respect to some and/or all its members, and therefore it becomes possible to
convene it immediately, whenever it is necessary and appropriate, in order to properly address and
resolve the issues that arise and take appropriate decisions.
The Chairman is not elected by the independent non-executive members. Although
the Chairman is elected by the non-executive members, it is not appointed one of the
independent non-executive members either as Vice-Chairman or as a Senior Independent
Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and responsibilities,
due to the important role they are called to play in the special Committees in which they participate
(Audit Committee and Remuneration and Nomination Committee). After all, the appointment of an
independent non-executive member as Vice-Chairman would make it necessary for him/her to provide
daily and substantial assistance to the Chairman of the Board, especially during the process of
organization and operation of the Board, which may be a deterrent factor regarding the need and
obligation of the independent non-executive member to devote sufficient and necessary time in the
performance of his/her other duties.
The maturity of the options is defined in a period of less than three (3) years from the
date of their granting to the executive members of the Board of Directors.
This deviation is due to the preparation and approval by the Board of Directors, in the context of the
provided by the General Meeting of the shareholders relative authorization, of the existing share
distribution programs to the members of the Board of Directors, the Directors and the employees of the
Company, in the form of option to acquire shares, according to the provisions of article 113 of law
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4548/2018, at a time prior to the entry into force of the existing Corporate Governance Code. In any
case, this deviation is limited and insignificant as the period of maturity of the options is not much
shorter than that provided by the Code.
The contracts of the Board of Directors’ executive members do not provide that the
Board of Directors may demand the return of all or part of the bonus awarded, due to breach
of contract terms or inaccurate financial statements of previous years or generally based on
incorrect financial data used for calculation of this bonus.
This deviation is justified by the fact of non-payment of variable remuneration to the executive members
of the Board of Directors, namely remuneration which is related to the achievement of performance
goals of both the members and the Company. In any case, the Financial Management of the Company
takes all the necessary measures, in order for any rights to receive extraordinary remuneration (bonus)
to mature and be paid only after the audit and final approval of the annual financial statements and to
avoid the phenomenon of bonus payment based on incorrect or inaccurate financial statements.
However, in order to comply with the above requirement of the CGC, the Company's Management is
considering the inclusion in the existing contracts of the Board of Directors’ members of a relevant
additional provision regarding the right of the Board of Directors to demand the return of all or part of
the bonus that has been awarded due to breach of contract terms or inaccurate financial statements or
incorrect financial information.
The Board of Directors is not supported by a corporate secretary
This deviation is justified by the fact that there is a complete technological infrastructure for the faithful
recording and capturing of Board of Directors’ meetings. Furthermore, all members of the Board of
Directors have the opportunity to consult, if necessary, to the services of legal advisers of the Company,
in order to ensure its smooth and efficient operation, the appropriate and effective compliance of the
body with internal procedures and policies, as well as the effective legislative and regulatory framework
in general.
It is pointed out, however, that in order to remove this deviation, the Board of Directors of the Company
during the current fiscal year 2022, and especially at its meeting of March 11, 2022, established the
position of corporate secretary to further strengthen the effective operation of the Board of Directors
and the provision of any necessary assistance to its members.
The Board of Directors does not evaluate annually its effectiveness, the fulfilment of
its duties, as well as of that of its Committees.
This deviation is justified by the fact that the efficiency, performance and proper fulfilment of the duties
of the Board of Directors, collectively and individually, is evaluated on an annual basis by the Ordinary
General Meeting of shareholders, which is the supreme body of the Company. The approval of the overall
management and general governance of the Company, which is obligatorily included among the items
on the agenda of the Ordinary General Meeting of shareholders, constitutes a renewal of the trust of
this body to the members of the Board of Directors and is a practical assurance of correct and effective
operation, of the proper promotion of the corporate goals and activities and the implementation of the
strategic plan of the Company according to the set time-schedules.
The Company, in order to remove this deviation, intends to proceed in the immediate future to the
preparation and adoption of the procedure and policy regarding the annual evaluation of the
performance and effectiveness of both it and its specific Committees.
The Board of Directors does not take care under the guidance of the Nominations
Committee for the annual evaluation of the Chief Executive Officer’s performance.
This deviation is justified by the existence of a Remuneration and Nomination Committee, which
constitutes a more specific Committee of the Board of Directors, whose main tasks and responsibilities
include evaluating, inter alia, the performance of the existing Board of Directors and the compliance of
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its members with more specific criteria of individual and collective suitability of the Suitability Policy
which has been established and applied by the Company. Taking into account that the CEO of the
Company traditionally and according to established practice comes from the members of the Board of
Directors, it becomes apparent that it is being fully and thoroughly audited for the proper fulfilment by
him/her the powers, tasks and responsibilities assigned to him/her, the implementation of the corporate
strategy and the execution of the decisions of the Board of Directors and therefore the evaluation of
his/her performance and effectiveness, in order to ensure the business continuity of the Company and
the viability of the Group. The performance of each of the members of the Board of Directors, and even
more so of the Chief Executive Officer, does not escape the attention of the Remuneration and
Nomination Committee, which ensures methodical, systematic and uninterrupted staffing of the Board
of Directors with the most capable and efficient members.
The results of the Board of Directors’ evaluation are not disclosed and are not
discussed in the Board of Directors and therefore the Board of Directors does not take
measures to address any identified weaknesses, following the evaluation.
This deviation is inextricably linked to the absence, as a precedent, of the evaluation process of the
Board of Directors, however in any case the Remuneration and Nomination Committee during the
examination and fulfilment by the members of the Board of Directors of the criteria and conditions
provided in the Suitability Policy, which has been adopted by the Company, notifies without delay the
Board of Directors of any weaknesses or inadequacies, in order for the latter to take the appropriate
measures (namely provision of additional training to its members), or even withdraw/replace them.
Among the members of the Board of Directors there are no barriers and no member, executive or not,
is excluded from criticism whenever there is a need, improper fulfilment of his/her duties or non-
compliance with the commitments and obligations arising from his/her capacity.
The Board of Directors does not include in the Corporate Governance Statement a brief
description of individual and collective evaluation process of it and of its Committees, as well
as a summary of any findings and corrective actions.
This deviation is also a consequence of the above-mentioned deviation regarding the non-existence of
an explicitly established procedure for evaluating the performance and effectiveness of the Board of
Directors and its Committees. It is obvious that after the preparation of the relevant policy, a description
of the process and a brief report of any findings as well as of the necessary and required corrective
actions will take place in the Corporate Governance Statement.
The Board of Directors does not describe in the Annual Report how the interests of
important stakeholders have been taken into account in its discussions and decision-making.
The current deviation is limited in time, as the Company's Management has already assigned to the
Auditing Company of recognized prestige the mandate for the preparation of a relevant Sustainable
Development Report and therefore from the next corporate year will take place a detailed identification
of the important stakeholders for the Company, description of these stakeholders’ interests and a
reference in the Annual Report on how their interests have been taken into account in the decision-
making process by the Board of Directors.
The publications regarding the management and performance of the Company in
sustainable development (ESG) issues are not available to shareholders and stakeholders.
This deviation as well is limited in time, due to the assignment, as already mentioned in the immediately
preceding deviation, by the Company's Management to an Auditing Company of recognized prestige of
the mandate for the preparation of a relevant Sustainable Development Report, in which they will be
recorded accurately and objectively the Company's performance in environmental, social and corporate
governance (Environment, Social, Governance) issues and there will be reflected its ability to create
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value and formulate effective strategies with a long-term horizon, while through the publication of this
Report on the website of the Company the relevant information will be made immediately available to
stakeholders, shareholders and the investing public in general.
The above, limited in any case, deviations from the special practices established by the new CGC cannot
be considered as subject to any strict time limit, taking into account the fact that the Code came into
force only on 17.07.2021, namely on date of entry into force of articles 1 to 24 of Law 4706/2020 and
therefore it is essentially the first period of its implementation.
The Company, as mentioned above, examines with due care and diligence the above existing deviations
from the special practices established by the CGC and investigates compliance with them to the extent
and to the level that compliance does not conflict with the principles, philosophy, organization and values
of the Company as well as the need to ensure the effective operation and promotion of its long-term
success.
2.3 Corporate governance practices applied by the Company in addition to the provisions of
the law
The Company faithfully applies the provisions of the current legal framework regarding corporate
governance, while at the present time there are no applicable practices in addition to the provisions of
the law.
PART A – BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors, obligations of its members
1.1 The Company is governed by the Board of Directors, which is responsible for deciding on any action
concerning the management of the Company, the management of its assets, its judicial and extrajudicial
representation and in the general pursuit of its objective.
1.2 The Board of Directors is responsible for:
the administration, representation, as well as management of corporate assets,
decision-taking on all in general issues concerning the Company within the framework of the
corporate objective, without any restrictions, with the exception of those which according to
the law or the Articles of Association of the Company fall under the exclusive competence of
the General Meeting,
the representation of the Company in Greece and abroad, in front of Public, Municipal and
other Authorities or International Organizations of any nature or natural or legal persons, all in
general the Courts in Greece of all degree and jurisdiction,
taking any decision regarding the promotion of the Company's interests,
the definition and supervision of the corporate governance system of provisions 1 to 24 of Law
4706/2020, and the periodic monitoring and evaluation, at least every three (3) financial
years, of its implementation and effectiveness, taking the appropriate actions for the
addressing of deficiencies,
the assignment of the Internal Audit of the Company to one or more persons, non-members,
ensuring the adequate and efficient operation of the internal control system (which includes
the functions of Internal Control, Regulatory Compliance and Risk Management),
the management of corporate affairs in order to promote the corporate interest and to
supervise the execution of the Board of Directors and General Meeting’s decisions while
informing the other members about corporate issues,
the definition of the values and the strategic orientation of the Company, as well as the
continuous monitoring of their observance, ensuring their alignment with the corporate
culture,
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the diffusion of values and corporate objective in all policies, procedures and behaviors within
the Company, setting for example the appropriate standards of conduct,
the planning and monitoring of the implementation of the Company's strategy and the
approval and monitoring of its business plan,
determining the extent of the Company's exposure to risks, which it intends to undertake in
the context of achieving its objective and in particular its long-term strategic goals,
the definition or/and delimitation of the responsibilities of the Chief Executive Officer as well as
the Deputy Chief Executive Officer, if any,
the establishment of a Policy for the identification, avoidance and treatment of conflicts of
interest between the interests of the Company and those of the members of the Board of
Directors or persons to whom the Board of Directors has assigned some of its responsibilities,
the determination of the appropriate structures, reference lines and responsibilities to achieve
the Company's objectives,
ensuring the smooth succession of its members and senior executives of the Company,
its effective operation, its systematic evaluation, as well as of its Committees and its members
and their continuous improvement,
the care for the composition and operation of the Board of Directors and its Committees in
accordance with the current legislation, as well as for the compliance with any obligation, as it
derives from the current legislation, as well as from the corporate documents, policies and
procedures governing it as well
the other responsibilities as they are provided in the Articles of Association of the Company, its
Operating Regulation and the current legislation.
1.3 The Board of Directors has the ability in general to assign its powers of management and
representation of the Company, except those that require collective action, to one or more persons,
members or not, determining at the same time the extent of this assignment. In any case, the
responsibilities of the Board of Directors are subject to articles 19 and 99-100 of Law 4548/2018, as in
force.
1.4 Obligations of the Board of Directors’ members
1.4.1 General
The members of the Board of Directors must, in the exercise of their duties and responsibilities, observe
the law, the Articles of Association and the legal decisions of the General Meeting. They have to make
every effort to carry out their duties, to manage corporate affairs in order to promote corporate interest,
to supervise the execution of the decisions of the Board of Directors and of the General Assembly and
to inform the other members about corporate issues. The custody is judged on the basis of the status
of each member and the duties assigned to him/her by law, the Articles of Association or by decision of
the competent corporate bodies.
1.4.2 Obligation of faith - Conflicts of interest
The members of the Board of Directors have an obligation of faith to the Company. In particular they
must:
(a) Do not pursue their own interests that contradict the interests of the Company.
(b) To disclose in a timely and adequate manner to the other members of the Board of Directors their
own interests, which may arise from the Company's transactions, which fall within their duties, as well
as any conflict of their interests with those of the Company or related companies to it according to the
meaning of article 32 of law 4308/2014, which arises during the exercise of their duties. They must also
reveal any conflict between the interests of the Company and the interests of the persons of paragraph
2 of article 99 of Law 4548/2018, if they are related to these persons. A sufficient disclosure is one that
includes a description of both the transaction and own interests.
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(c) To keep strict confidentiality about the corporate affairs and the confidential of the Company which
became known to them due to their status as consultants.
(d) The member of the Board of Directors is not entitled to vote on issues in which there is a conflict of
interest with his/her Company or persons with whom he/she is associated in a relationship subject to
paragraph 2 of article 99 of Law 4548/2018. In these cases the decisions are taken by the other
members of the Board of Directors, and in case the impossibility of voting concerns so many members,
so that the rest do not form a quorum, the other members of the Board of Directors, regardless of their
number, must proceed to convening a General Meeting for the sole purpose of taking this decision
1.4.3 Prohibition of competition
It is prohibited for the members of the Board of Directors who participate in any way in the management
of the Company, as well as to its directors, to act, without the permission of the General Meeting or the
relevant provision of the Articles of Association, on their own account or on behalf of third parties, acts
subject to the purposes of the Company, as well as to participate as general partners or as sole
shareholders or partners in companies that pursue such purposes.
In case of culpable violation of the previous paragraph prohibition, the Company is entitled to claim
compensation. However, instead of compensation, it may require that, for transactions performed on
behalf of the consultant or the director, these transactions were performed on behalf of the Company,
and that for transactions performed on behalf of a third party, to be granted to the Company the fee for
the mediation or to be assigned to it the relevant receivables.
These receivables expire after one (1) year from the time when the above transactions were announced
at a meeting of the Board of Directors or were notified to the Company. The limitation period, however,
occurs five (5) years after the entry into force of the prohibited act.
ΙΙ. Size and Composition of the Board of Directors
2.1 Composition of the Board of Directors
2.1.1 According to article 9 of the Company’s current Articles of Association, the Board of Directors
consists of five (5) to fifteen (15) members, who are elected by the General Meeting of Shareholders
with an absolute majority of votes represented in the General Meeting.
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2.1.2 The members of the Board of Directors can be shareholders of the Company or not. A member of
the Board of Directors can also be a legal entity. In this case, the legal entity is obliged to appoint a
natural person to exercise the powers of the legal entity as a member of the Board of Directors. The
natural person is fully co-responsible with the legal entity for corporate management.
2.1.3 The members of the Board of Directors can be re-elected and freely revoked by the General
Meeting, regardless of the expiration date of their term.
2.1.4 The General Meeting may also elect alternate members, equal number to the regular members.
Alternate members may be used only to replace members of the Board of Directors who have resigned,
passed away or lost their status in any other way.
2.2 Term of the Board of Directors
The term of the Board of Directors’ members is five years, extended until the expiration of the term
within which the next Ordinary General Meeting must convene and until the relevant decision is taken,
but in no case may it exceed six years.
2.3 Participation in the meeting of the Board of Directors
2.3.1 Each consultant must attend the meetings of the Board of Directors uninterruptedly and devote
the time required for the satisfactory and effective fulfillment of his/her duties.
2.3.2 The unjustified absence or non-representation of a consultant during the meetings of the Board
of Directors for a period longer than six (6) months is equivalent to his/her resignation. The resignation
becomes final from the day that the Board of Directors will decide on it, and its decision is recorded in
the minutes and is notified to the consultant to whom it concerns.
2.4 Replacement of the Board of Directors’ members
2.4.1 Subject to the provisions of Law 4706/2020 on corporate governance, in case of resignation,
death or any other way of losing the status of member or members of the Board of Directors, the latter
may elect members to replace the missing members. This election is allowed if the replacement is not
possible by alternate members, who may have been elected by the General Meeting. The election by
the Board of Directors is made by decision of the remaining members, provided that there are at least
three and is valid for the remainder of the term of the replaced member. The decision of the election is
submitted to the publicity of article 13 of law 4548/2018 and is announced by the Board of Directors at
the next General Meeting, which can replace the elected members, even if there is no relevant item on
the agenda.
2.4.2 In case of resignation, death or in any other way loss of member or members’ status of the Board
of Directors, the remaining members may continue the management and representation of the Company
without replacing the missing members in accordance with the previous paragraph, provided that their
number exceeds half of the members, as they had been before the occurrence of the above events. In
any case, these members may not be less than three (3).
2.4.3 In any case, the remaining members of the Board of Directors, regardless of their number, may
convene a General Meeting with the sole purpose of electing a new Board of Directors.
2.5 Distinction between executive and non-executive members of the Board of Directors
2.5.1 The executive members of the Board of Directors are in charge of the management issues related
to the daily operation of the Company as well as for the implementation of the strategy determined by
the Board of Directors. The executive members regularly consult with the non-executive members of
the Board of Directors on the appropriateness of the strategy implemented.
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In cases of crises or risks, as well as when the circumstances require the assumption of measures that
are reasonably expected to significantly affect the Company, such as when decisions are to be made
regarding the development of the business activity and the risks assumed which are expected to affect
the financial position of the Company, the executive members inform the Board of Directors in writing
without delay, either jointly or separately, submitting a relevant report with their estimates and
proposals.
2.5.2 The non-executive members of the Board of Directors, including the independent non-executive
members, are responsible for the promotion of the corporate goals and issues and the safeguarding of
the interests of the Company and have, in particular, the following obligations:
(a) monitor and examine the Company's strategy and its implementation, as well as the achievement
of its objectives,
(b) ensure effective oversight of executive members, including monitoring and controlling their
performance,
(c) consider and express opinions on proposals submitted by executive members, based on existing
information,
(d) contribute, through constructive criticism, in the development of strategy proposals for all the
Company's issues.
2.5.3 The Board of Directors of the Company, in terms of its independent non-executive members,
takes all necessary measures to ensure compliance with the independence criteria set by the applicable
regulatory framework. With the assistance and support of the Remuneration and Nomination
Committee, the Board of Directors reviews the fulfilment by independent non-executive members of the
independence criteria at least on an annual basis per financial year and before the publication of the
annual Financial Report, which includes relevant finding.
Within this framework, each independent non-executive member completes and submits annually to the
Board of Directors a relevant questionnaire and a responsible statement regarding his/her fulfilment of
the independence criteria.
Following the above, the Board of Directors of the Company after a thorough examination of the
fulfilment by the independent non-executive members of the defined by the provisions of article 9 par.
1 and 2 conditions of independence, declares, ascertains and confirms that both during the 2021
(01.01.2021-31.12.2021), as well as at the date of approval of this Report, all its independent non-
executive members continue to meet in their entirety the conditions of independence set by the current
regulatory framework.
ΙΙΙ. Operation of the Board of Directors
3.1 Formation of the Board of Directors as a body
The Board of Directors immediately after its election by the General Meeting convenes and is formed in
a body, electing among its members by secret voting and by an absolute majority the Chairman and
Vice-Chairman as well as the Chief Executive Officer. The Chairman, when he/she is absent or disabled,
is replaced by the Vice Chairman and him/her, the Consultant appointed by the Board of Directors. The
Chief Executive Officer, when absent or disabled, is replaced by the Consultant appointed by the Board
of Directors. The award of the position of Chairman or Vice-Chairman and the Chief Executive Officer is
not considered incompatible for the same person.
3.2 Board of Directors meetings
3.2.1 The Board of Directors meets whenever required by law, the Articles of Association or the needs
of the Company, at its headquarters or in the region of another Municipality within the prefecture of the
headquarters. The Board of Directors meets validly outside its headquarters in another place, either at
resident country or abroad, provided that all its members are present or represented at the meeting
and no one objects to the holding of the meeting and the decision-making.
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3.2.2 The Board of Directors may meet by teleconference with respect to some or all of its members.
In this case, the invitation to the members of the Board of Directors includes the necessary information
and technical instructions for their participation in the teleconference.
3.2.3 During the closing year 2021 (01.01.2021-31.12.2021) thirty-four (34) meetings of the Board of
Directors took place, into which all of its members participated (fully-attended meeting).
3.3 Convening of the Board of Directors
3.3.1 The Board of Directors is convened by its Chairman or his/her deputy with an invitation notified
to its members, in which the items of the agenda must be clearly stated, otherwise decisions are allowed
only if all the members of the Board of Directors are present or represented and no one objects to
decision making.
3.3.2 The convening of the Board of Directors can be requested by at least two (2) of its members with
their request to its Chairman or his/her deputy, in accordance with the provisions of article 91 par. 3 of
law 4548/2018.
3.4 Quorum - Decision making of the Board of Directors
3.4.1 The Board of Directors is in quorum and meets validly, when is present or represented to it half
(1/2) plus one consultant, but the number of present or represented consultants can never be less than
three (3). In order to find the quorum number, any resulting fraction is omitted.
3.4.2 The decisions of the Board of Directors are validly taken by an absolute majority of the members
present or represented. In case of a tie, the vote of the Chairman of the Board of Directors shall not
prevail. Each Consultant has one (1) vote. Each consultant can validly represent only one consultant.
Representation may not be assigned to persons who are not members of the Board of Directors. The
voting in the Board of Directors is open, unless with its own decision it is decided that on the specific
issue a secret voting will be held, in which case the voting is conducted with a ballot paper.
3.5 Board of Directors’ minutes
3.5.1 The discussions and decisions of the Board of Directors are recorded briefly in a special book,
which can also be kept electronically. At the request of a member of the Board of Directors, the Chairman
is obliged to record in the minutes a summary of his/her opinion. The Chairman has the right to refuse
to record an opinion, which refers to issues obviously off the agenda or its content is clearly contrary to
good morals or the law. In this book it is also recorded a list of members present or represented at the
meeting of the Board of Directors. The minutes of the Board of Directors are signed by the present
members. In case of refusal of signing by a member, a relevant mention is made in the minutes.
3.5.2 Copies and extracts of the minutes of the Board of Directors are certified by the Chairman or
his/her deputy, in case of impediment, by the General Manager of the Company or by the person
appointed by a decision of the Board of Directors of the Company.
3.5.3 Copies of minutes of Board of Directors meetings for which there is an obligation to register them
in the G.E.M.I., according to article 12 of law 4548/2018 or other provisions, there are submitted to the
competent service of G.E.M.I. within twenty (20) days from the meeting of the Board of Directors.
3.5.4 The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has
taken place. This arrangement also applies if all consultants or their representatives agree to have their
majority decision recorded in a minutes without a meeting. The relevant minutes are signed by all
Consultants. Signatures of consultants or their representatives can be replaced by exchanging messages
by e-mail or other electronic means.
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ΙV. Information for the current Board of Directors and the Committees of the Company
4.1 In the context of the full, substantial and effective compliance and harmonization of the Company
with the requirements and regulations of the new law 4706/2020 (Government Gazette A
136/17.07.2020) on corporate governance, the Annual Ordinary General Meeting of shareholders of
June 25, 2021 elected a new nine-member (9-member) Board of Directors with a five-year term, namely
until 25.06.2026, extended until the expiration of the deadline within which the next Ordinary General
Meeting must convene and until a relevant decision is made, consisting of the following members:
1) Georgios Ginosatis of Spyridonas,
2) Stamatina Ginosati of Georgios,
3) Stamatios Ginosatis of Spyridonas,
4) Asimina Ginosati of Dimitrios,
5) Dimitrios Ginosatis of Stamatis,
6) Spyridonas Ginosatis of Stamatis,
7) Ioannis Tsoukaridis of Petros,
8) Ioannis Papamichalis of Eustratios and
9) Aliki Benroubi of Sam Samouil.
4.2 At the same time with this decision of the above Annual Ordinary General Meeting of the
shareholders has defined as independent members of the Company’s Board of Directors Messrs.: 1)
Ioannis Papamichalis of Eustratios, 2) Ioannis Tsoukaridis of Petros and 3) Aliki Benroubi of Sam
Samouil, who meet the who fully meet the conditions and criteria of independence set by the current
legislative and regulatory framework (article 9 par. 1 and 2 of l. 4706/2020), namely:
(a) do not hold directly or indirectly percentage of voting rights greater than 0.5% of the Company’s
share capital and
(b) are free from any dependent relationship with the Company or persons related to it and maintain
no financial, business, family or other relationship, which may affect their decisions and their
independent, objective and impartial judgment.
4.3 The above elected Board of Directors was formed into body as follows:
1) Georgios Ginosatis of Spyridonas, Chairman of the Board of Directors (Non-Executive Member).
2) Stamatina Ginosati of Georgios, Vice-Chairman of the Board of Directors (Executive Member).
3) Stamatios Ginosatis of Spyridonas, Chief Executive Office (Executive Member).
4) Asimina Ginosati of Dimitrios, Member of the Board of Directors (Executive Member).
5) Dimitrios Ginosatis of Stamatis, A’ Deputy Chief Executive Officer (Executive Member).
6) Spyridon Ginosatis of Stamatios, B’ Deputy Chief Executive Officer (Executive Member).
7) Ioannis Tsoukaridis of Petros, Member of the Board of Directors (Independent Non-executive
Member).
8) Ioannis Papamichalis of Efstratios, Member of the board of Directors (Independent Non-Executive
Member).
9) Aliki Benroubi of Sam Samouil, Member of the Board of Directors (Independent Non-Executive
Member).
The composition of the new Board of Directors of the Company fully covers the appropriate and effective
exercise of its duties and responsibilities, reflects the size, organization and mode of operation of the
Company that requires speed and flexibility, due to the strong export orientation and the very high
percentage of extroversion, achieves adequate staffing of both existing and new Committees set up to
strengthen the supervisory role of the Board of Directors, and it is distinguished for the diversity of
knowledge, skills, qualifications and experience, elements that can contribute decisively to the
promotion and achievement of the corporate objectives and plans of the Company.
Particularly and according to the above, the Company’s Board of Directors is consisted of:
4/9 (44.4%) non-executive members
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3/9 (33.3%) independent non-executive members
3/9 (33.3%) women
4.4 The minutes of 25.06.2021 of the Annual Ordinary General Meeting of the Company's shareholders
regarding the election of a new Board of Directors as well as the minutes of 25.06.2021 of the Board of
Directors on its formation into body and the granting of commitment and representation rights of the
Company were registered in the General Commercial Registry (G.E.MI) on 08.07.2021 with Registration
Code Numbers 2578692 and 2578693 respectively, issued in relation to it with protocol number
2400213/08.07.2021 of the relevant announcement of the Ministry of Development and Investment
(General Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate
of Companies, Department of Supervision of Listed SAs & Sports SA)
4.5 As of December 31, 2021 as well as on the date of publication of this Report, the composition of
the Board of Directors is as follows:
4.6 Regarding the proper operation of the Board of Directors and the day-to-day management and
control of the Company's activities, there is a clear separation of responsibilities at the management
level. The duties of the Chairman of the Board of Directors and those of the Chief Executive Officer are
exercised by different persons, while in full compliance with the provision of par. 1 of article 8 of Law
4706/2020 the Chairman of the Board of Directors is a non-executive member. In particular and in
accordance with the provisions of the current Operating Regulations of the Company:
4.6.1 Chairman of the Board of directors
The Chairman of the Board of Directors, who is a non-executive member, chairs the meetings of this
corporate body and is responsible for organizing and coordinating its work in order to achieve its efficient
and effective operation.
The responsibilities of the Chairman of the Board of Directors include the following:
Full Name Capacity Date of Election End of Term
& Re-election
Chairman of BoD 25.06.2021 25.06.2026
Non-Executive Member
Stamatina Ginosati
Vice Chairman of BoD 25.06.2021 25.06.2026
Executive Member
Stamatios Ginosatis
Chief Executive Officer (CEO) 25.06.2021 25.06.2026
Executive Member
Asimina Ginosati
Executive Member 25.06.2021 25.06.2026
Dimitrtios Ginosatis
First Deputy CEO 25.06.2021 25.06.2026
Executive Member
Spyridon Ginosatis
Second Deputy CEO 25.06.2021 25.06.2026
Executive Member
Ioannis Tsoukaridis
Independent Non- Executive Member 25.06.2021 25.06.2026
Ioannis Papamichalis
Independent Non- Executive Member 25.06.2021 25.06.2026
Aliki Benroubi
Independent Non- Executive Member 25.06.2021 25.06.2026
Georgios Ginosatis
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ensuring the good organization and efficiency of the Board of Directors’ work and its
Committees,
setting the items on the daily agenda, ensuring that the Board of Directors takes decisions on
all matters within its remit and devotes the required time to issues that concern it,
convening and chairing the meetings of the Board of Directors and ensuring their effective
conduct through the encouragement of constructive dialogue and the effective contribution of
the views of the Board of Directors’ members,
ensuring the timely and correct information of the Board of Directors’ members for the
preparation of its meetings,
ensuring constructive relations between executive and non-executive members and creating
an open-minded culture,
ensuring the effective communication of the Board of Directors with the shareholders, so that
their positions on important issues are understood,
cooperation with the Chief Executive Officer and the Corporate Secretary for the preparation of
the Board of Directors and the full information of its members,
overseeing the evaluation process of the Board of Directors for the effective fulfillment of its
duties,
all other responsibilities that, as the case may be, are mentioned in the Company's Articles of
Association and / or in the current legislation.
4.6.2 Chief Executive Officer
The Chief Executive Officer is the Executive Member of the Board of Directors to whom are assigned the
responsibilities for the management of the Company and its representation, acting within the limits of
the powers and responsibilities set by the current legislation, the Articles of Association, the specific
decisions of the Board of Directors, the Regulations and Policies that govern the operation and
organization of the Company. In particular, the CEO has the following responsibilities:
conducts every act of administration, management and representation of the Company within
the framework of the powers and responsibilities assigned to him/her by the Board of Directors,
decides on all general issues concerning the Company within the framework of the corporate
objective,
executes the decisions of the Board of Directors,
is responsible for the implementation of the corporate strategy as defined by the Board of
Directors,
further delegates the exercise of the powers and responsibilities assigned to him/her to third
parties, employees or not of the Company, members or not of the Board of Directors, in general
or for only certain acts, within the scope of the powers assigned to him/her, determining at the
same time the scope of this assignment,
ensures the immediate availability to the members of the Board of Directors of any information
that becomes necessary for the performance of their duties,
cooperates with the Chairman of the Board of Directors and the Corporate Secretary for the
preparation of the Board of Directors and the full information of its Members,
consults at regular intervals with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in its implementation,
informs the Board of Directors in writing without undue delay, either alone or together with the
other executive members of the Board of Directors, submitting a relevant report with the
assessments and proposals, when there are situations of crisis or risk, as well as when the
circumstances require them to be taken measures, which are reasonably expected to
significantly affect the Company, such as when decisions are to be made regarding the
development of the business activity and the risks taken, which are expected to affect its
financial position.
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4.6.3 Vice-Chairman of the Board of Directors
The Vice Chairman of the Board of Directors replaces the Chairman in his/her duties, in cases where the
Chairman is prevented from exercising them and in general where provided by the Company's Articles
of Association and the law. The Vice Chairman of the Board of Directors, in addition to his/her
responsibilities related to the operation of the Board of Directors, and to the extent that he/she retains
executive capacity, will exercise the executive responsibilities provided to him/her by the relevant
powers of the Board of Directors, in order to participate in all decisions which substantially affect the
course of the Company.
4.6.4 Deputy Chief Executive Officer
The Deputy Chief Executive Officer is an Executive Member of the Board of Directors of the Company
and replaces the Chief Executive Officer, when he/she is absent or prevented from performing any of
his/her duties. More than one executive member of the Board of Directors may be appointed as Deputy
Chief Executive Officers, while the extent of responsibilities assigned to them is delimited by the Board
of Directors by special decision.
4.6.7 Corporate Secretary
It is a support body of the Board of Directors according to the Greek Code of Corporate Governance.
Appointed and revoked by the Board of Directors, is not a member of it and attends its meetings. The
main responsibilities of the Corporate Secretary are the following:
providing practical support to the Board of Directors of the Company in terms of its compliance
with the internal Policies and Procedures of the Company, the relevant laws and regulations
and the effective operation of the Board of Directors,
ensuring, in consultation with the Chairman, the immediate, clear and complete information of
the Board of Directors, the inclusion of new members, the organization of General Meetings, the
facilitation of communication of the shareholders with the Board of Directors and the facilitation
of communication of the Board of Directors with senior executives.
4.7 Curriculum vitae of members of the Board of Directors and senior executives
4.7.1 The brief CVs of the Members of the Board of Directors are as follows:
Georgios Ginosatis, Chairman of the Board of Directors (non executive member)
He is one of the founders of FLEXOPACK with industrial and administrative experience for over forty
years. He has been educated on polymer technology and processing.
For a number of years he was an elected Consultant at the Athens Chamber of Commerce and Industry.
He was the Chairman of the BoD and Chief Executive Officer of FLEXOPACK from January 1989 until
June 2021, when he assumed the capacity of the Chairman of the BoD.
Stamatios Ginosatis, Chief Executive Officer (executive member)
He has industrial administrative and laboratory experience of more than forty years. He is one of
FLEXOPACK’s founders.
His vision, business thinking and international experience have contributed to the significant growth of
the Group, making the Group one of the leaders in Europe in the field of flexible plastic packaging of the
food industry.
He served as Vice-Chairman of the BoD and Deputy Chief Executive Officer of FLEXOPACK from January
1989 until June 2021, when he assumed the capacity of Chief Executive Officer.
He studied Chemistry at the Aristotle University of Thessaloniki and holds a M.Sc. from the City
University of London in polymer technology.
Ginosati Stamatina, Vice-Chairman of the Board of Directors (executive member)
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She is the head of the Human Resources Management (HR) Department of the Group. She holds a
degree in Economics and Business Administration (Maitrise Economie et Gestion de l'entreprise) from
the University of Aix - Marseille II in France as well as long-term work experience in the Company and
later in the Group, as she has been actively employed since 2002 until today, while she was elected as
a member of the Board of Directors in June 2017.
Ginosati Asimina, Member of the Board of Directors (executive member)
She has significant administrative experience and knowledge of the Company's objective, employed in
a dependent employment relationship since 1986 continuously until today, participating in the close
management team with the Company's founders and having assumed responsibility for both the
Company's Credit Control Department and broadly of the Group, as well as the supervision of
organizational and administrative operations. She was elected as an executive member of FLEXOPACK’s
BoD on January 1989.
Ginosatis Dimitrios, First Deputy Chief Executive Officer (executive member)
He is the Business Development Manager of Flexopack Group and he has held various positions of
responsibility in the organization during his 15-year term.
He has extensive experience in the production, research and development of flexible packaging products
and holds patents on plastic packaging.
He was born in 1980 in Athens and holds a B.A. in Computer Science from Brown University in the USA
and M.Sc. in Polymer Science from Michigan State University. He is member of FLEXOPACK BoD as of
June 2017.
Ginosatis Spyridonas, Second Deputy Chief Operating Officer (executive member)
He is the Head of Operations of FLEXOPACK Group with experience of more than 10 years in the polymer
processing industry.
He has been an executive in financial and business sector before joining the team of Flexopack.
He was born on 1983 in Athens and holds a B.Sc. on applied Mathematics from the University of Brown
USA.
He is member of FLEXOPACK BoD as of June 2017.
Tsoukaridis Ioannis, Member of the Boaed of Directors (independent non-executive member)
He is a graduate of the Athens University of Economics and Business.
He started his career in 1973 with a small printing house and managed to achieve a continuous growth
of his customer base. In 1979 it made a turn by expanding the activity of the printing house, entering
the boxing industry and turning PAPERPACK into the Leader of the boxing industry in Greece. From 1996
to the end of 2020 he was the Chairman and CEO of the listed company on the Athens Stock Exchange
PAPERPACK SA, of which he was the main shareholder.
He is member of FLEXOPACK BoD as of June 2021.
Papamichalis Ioannis, Member of the Board of Directors (independent non-executive
member)
He is a graduate of the University of Thessaloniki and holds a Master in Business Administration (M.B.A
in Finance) from Georgia State University.
He worked from 1980 to 1987 in TITAN CEMENTS SA in the Department of Studies and Internal Audit.
From 1987 to 1993 he was the Head of Studies, Planning and Internal Audit at VARNIMA CORPORATION
INTERNATIONAL and from 1993 to 2017 he held the position of Chief Financial Officer at AVIN
INTERNATIONAL S.A.
He is member of FLEXOPACK BoD as of June 2021.
Benroubi Aliki, Member of the Board of Directors (independent non executive member)
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Chairman and CEO of Benroubi SA. She studied Economics at the H.E.C. of Lausanne and the Deree
College of Athens. From the beginning of her career she worked in the Benroubi family business, a
dominant company in the field of import and distribution of renowned international companies’ electrical
appliances. Since 2002, she is the creator of the small electrical appliances brand IZZY, which currently
holds a leading position in the Greek market.
She is member of FLEXOPACK BoD as of June 2018.
4.7.2 The brief CVs of the Company’s senior management are as follows:
PELONIS Panagiotis– Factory Director
He holds a degree in Electrical Engineer from Western Michigan University in the USA.
He is employed in FLEXOPACK as of December 1999, where he holds the position of Factory Director.
ROUSOS Georgios–R&D Director
He is in charge of the Research and Development Department of the Group. He has a bachelor's degree
in Chemical Engineering from M.P.U.
He has long-term work experience in the Company and later in the Group, as he has been actively
employed since May 1997 until today.
MANTZOROS Dimitrios– Group Commercial Director
He is working for FLEXOPACK since 1996. He has a bachelor's degree in Electrical Engineering from
Ν.T.U.Α. and after a long working experience in the Company and later in the Group he holds the position
of Commercial Director of the Group.
Vasilis Kyrou – Sales Director
It is Dr. Chemical Engineer, graduate of the Polytechnic School of AUTh, 1983, with MSc and PhD in
Chemical Engineering, from Syracuse University, NY, USA. Has long-term professional experience in
sales topics in the International Market.
From 1991 to 1998 he worked in various industrial companies, initially as R&D Manager and Technical
Director and then as Commercial Director (El. Hatzopoulos SA, N. Vamvalis SA).
As of October 1998 he started working as Export Director of Flexopack, where he continues to this day
as Sales Director.
KOUMOUTSOS Antonis -Group Supply Chain Director
He is in charge of the Supply Chain Department of the Group. He has a bachelor's degree in Chemical
Engineering from Ν.Τ.U.Α. and a postgraduate degree from Cranfield University U.K. as well as M.B.A.
from E.U.A., as well as long-term work experience in the Company and later in the Group, as it has
been actively employed since the year 2001 until today.
Anastasios Lymperopoulos –Financial Director
He is a graduate of the Department of Economics of the National Kapodistrian University of Athens and
has long-term professional experience in the field of Finance. From February 1982 to December 1994
he worked in various commercial and industrial companies holding the position of Accounting Director,
among them in the companies "ORGANON HELLAS SA" and "ORGANON TECHNICS HELLAS SA” of the
“AKZO” group.
From April 1995 to December 1996 he was the Financial Director of the company AGROTIKOS OIKOS
SPYROU SA.
At FLEXOPACK he started working as of January 1997, where from then until today he holds the position
of Financial Director of the Group.
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4.8 Professional commitments of members of the Board of Directors
According to the statements of the members of the Board of Directors, the following other professional
commitments have been notified to the Company, including significant non-executive commitments to
companies and non-profit organizations:
Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis -
Stamatina Ginosati
DISPI S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Chairman of BoD & shareholder)
EGGEIA Ι.Κ.Ε. (Administrator & shareholder)
ANELIXIS I.K.E. (shareholder)
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
DISPI S.A. (Chairman of BoD & shareholder)
APIRON RECYCLING S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Vice-Chairman of BoD & shareholder)
Spyridon Ginosatis
DISPI S.A. (Vice-Chairman of BoD & shareholder)
TECHNOPLASTIKI S.A. (BoD Member & shareholder)
APIRON RECYCLING S.A. (Chairman of BoD)
ANELIXIS I.K.E. (Administrator)
Ioannis Tsoukaridis FIVE J&B S.A. (Shareholder)
PAPERPACK S.A. (Non-Executive Member of BoD)
Ioannis Papamichalis
-
Aliki Benroubi
NEA BENROUBI S.A. (Chairman of BoD - CEO & shareholder)
BENROUBI REAL ESTATE (Chairman of BoD - CEO & shareholder)
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It is noted that none of the members of the Board of Directors of the Company participates in the Boards
of Directors of more than five (5) listed companies.
4.9 Suitability Policy of the Board of Directors
4.9.1 As the Board of Directors is the highest governing body of the Company, which is responsible for
formulating the strategy, orientation and business plan of the Company, defending the general corporate
interest and strengthening its long-term economic value, it is absolutely necessary that its composition
should reflect the knowledge, skills and experience required to exercise its responsibilities, in accordance
with the business model and strategy of the Company, its size, structure, activities and operating
environment, the complexity of its functions and its special institutional role and character.
4.9.2 The Annual Ordinary General Meeting of Shareholders of June 25, 2021 approved the Suitability
Policy prepared on behalf of the Management, which aims to ensure quality and proper staffing, smooth
operation and effective fulfillment of the role of the Board of Directors, as a collective body, for the
purpose of promoting the corporate purpose and defending the corporate interest.
The Suitability Policy has been designed by a clearly and defined way and includes both the principles
governing the selection, replacement and / or renewal of the Board of Directors members’ term, and
the criteria for assessing their suitability, including the criteria which satisfactorily ensure the diversity
of the composition of the Board of Directors, in accordance with applicable law, and are harmonized
with the operational organization of the Company and in particular the strongly extroverted nature of it
and the Group more broadly, taking into account that its activities extend , except European, and in
international markets in which the Group has achieved a significant degree of presence and creation of
a competitive position.
Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis -
Stamatina Ginosati -
Stamatios Ginosatis -
Asimina Ginosati -
Dimitrtios Ginosatis
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (President of BoD & Secretary)
FLEXOPACK IRELAND LIMITED (Director and Secretary)
FLEXOPACK DENMARK ApS (Director)
Spyridon Ginosatis FLEXOPACK POLSKA Sp z.o.o (BoD Member)
FLEXOPACK INTERNATIONAL LIMITED (Director)
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (Vice President of BoD andTreasurer)
FLEXOPACK IRELAND LIMITED (Director)
FLEXOPACK DENMARK ApS (Director)
Ioannis Tsoukaridis -
Ioannis Papamichalis -
Aliki Benroubi
-
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4.9.3 In accordance with the approved and current Suitability Policy, both in the election of new Board
of Directors’ members, and in case of replacement or replenishing or renewal of the term of existing
members, the Remuneration and Nomination Committee takes into account the criteria related to
individual and collective suitability always in the light of the corporate values, the strategy and the
general business model that has been adopted and applied by the Company.
Ι. Individual suitability
Especially the individual suitability is being assessed based on the following criteria:
(a) Adequacy of knowledge and skills
The capacity of the Board of Directors member is directly related to the performance of administrative
duties, which dictate:
(a) appropriate and adequate background of academic education and training and
(b) previous related professional experience.
Particularly there are taken into account:
the description of the specific responsibilities and duties related to the position of the member
of the Board of Directors,
acquired knowledge and skills at academic and general theoretical level,
the required skills in relation to the tasks to be performed (hard and soft skills),
the relevant practical and professional experience, which especially for the executive members
of the Board of Directors is interwoven either with the holding of a position of responsibility, or
with the exercise of business activity for a sufficient period of time,
the sufficient knowledge and understanding of the activities and the complexity of the
business model of the Company but also of the Group in general and especially in the light of
the international character of the corporate activities,
adequate knowledge and understanding of the legal framework and the Code of Corporate
Governance implemented by the Company.
(b) Guarantees of morality and reputation
The members of the Board of Directors must have proven credibility, good reputation and ethics, which
is determined mainly by their honesty and integrity.
In particular it is taken into account
the non-existence of objective and proven reasons who indicate a lack of honesty and good
reputation such as, as an example, final administrative and judicial decisions, in particular for
offenses related to membership of the Board of Directors, non-compliance with the legislation
of the Hellenic Capital Market Commission or in general financial offenses
the relevance of any offenses to the role of the member, their degree of seriousness, the
general conditions of conduction including any mitigating factors and the role of the person
involved, the sentence imposed and any remedial measures;
the existence of a decision by any competent authority to exclude the member from the
exercise of duties as a member of the Board of Directors,
the time elapsed since the commission of the offense,
the general behavior of the person after the commission of the offense.
(c) Conflict of interests
According to the Policy and Procedure for the Prevention & Management of Conflict of Interest Situations
adopted by the Company, a conflict of interest is defined as any real or potential situation (professional,
personal or other situation or relationship), in which the private interests of the liable person may are
contrary to the interests of the Company or may affect the ability of the liable person to assess a
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situation or his/her judgment to make a decision independently, impartially and based on the interest
of the company and which has the possible effect that the interests of the Company are at risk.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflict of interest situations, in accordance with the specific provisions of both the
above policy and the company’s Operating Regulation.
(d) Independence of judgement
The members of the Board of Directors must act with an independent judgment, which is not only
ensured by the absence of conflict of interest and the fulfillment of the conditions of independence in
accordance with current legislation, but requires active participation of members in the meetings of the
Board of Directors and expression of independent and objective judgments. In particular, the following
must be ensured:
the absence of any kind of compromise in the exercise of their duties as members of the Board
of Directors,
the exemption from conditions that prevent the member of the Board of Directors from
exercising his/her duties in an independent and impartial manner,
the assistance of behavioral skills for the purpose of substantively evaluating the proposals
and views of the other members of the Board of Directors in a way that promotes constructive
decision-making,
the ability to formulate and support a personal opinion and to avoid indiscriminate or mass
adoption of positions that may be expressed by the other members of the Board of Directors
(group thinking).
(e) Allocation of sufficient time
The members of the Board of Directors must have the necessary time for the orderly and effective
exercise of the duties related to their position. In particular, the following shall be taken into account in
determining the adequacy of the time available:
the status and the specific responsibilities and duties of the member of the Board of Directors,
his/her participation in the committees of the Board of Directors,
the possible holding of positions and responsibilities on the Boards of Directors of other
companies and / or legal entities,
other professional obligations, personal commitments, age and special personal circumstances
of each member of the Board of Directors.
The executive members, in particular, of the Board of Directors, whose duties are directly related
to the promotion of the corporate activities and the best possible promotion of the corporate
purpose, must have sufficient time to fulfill all the related obligations. For this purpose, the Company
provides information to each candidate member about the expected time, which is required for the
proper fulfillment of his/her duties both at the meetings of the Board of Directors, and at the
meetings of the individual Committees, of which he/she may be a member.
ΙΙ. Collective suitability
The Board of Directors in the context of its operation as a collective body must be able to:
(a) make appropriate decisions taking into account the business strategy, business development model,
the range of risks taken, as well as the specific conditions prevailing in each market (domestic, European
and international) in which the corporate activities take place, and
(b) to effectively monitor the decisions of senior management and to exercise constructive criticism in
the context of promoting the corporate interest.
In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who have the appropriate knowledge and experience in each area related to collective
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responsibility, so that the management body of the Company can exercise effective management,
supervision and oversight of corporate affairs.
The main areas of collective responsibility include:
business planning and organization in general,
the key risks associated with the exercised business activity, the ability to identify and
properly manage them,
in the applicable financial information and reporting framework,
adequate knowledge and understanding of issues related to corporate governance,
compliance with the legislative, regulatory in general framework.
ΙΙΙ. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of
promoting an effective corporate governance model, promotes the diversity criteria during the selection
process of the members of the Board of Directors, so that the corporate body consists of a multi-
collective team based on sufficient degree of differentiation.
The adoption of diversity criteria and the evaluation of the specific qualifications and experiences of each
member are related in particular to:
(a) the avoidance of outdated and anachronistic social stereotypes in assessing the suitability of
members,
(b) promoting different views within the institution in order to make it more effective in decision-
making, and
(c) the pursuit of integrating innovative approaches and ideas into the decision-making process. More
specifically, the basic criteria of the intended diversity of the Board of Directors’ composition are as
follows:
the minimum percentage (25% of the total members) representation by gender,
the prohibition of exclusion of a candidate or active member of the Board of Directors due to
different gender, race, color, ethnic or social origin, religion or belief, property, birth, disability,
age or sexual orientation.
The members of the current Board of Directors cover a wide age range (between 40 and 80 years),
combine dynamics and experience, are distinguished for their ethics, reputation, reliability and integrity
of character, have worked in high positions and have been senior executives of important companies,
as a result of which they have rich experience in the business field and are able to actively and
substantially contribute to the development prospects of the Group in the geographical areas of its
activity.
The current composition of the Board of Directors increases the pool of skills, experience and vision that
the Company has, at the level of senior executives, thus contributing to the further enhancement of its
productivity, competitiveness and innovation.
4.10 Remuneration of Board of Directors’ members
4.10.1 An essential condition for the long-term growth and the ensuring of the Company’s stable
presence in the market, in which it operates is the harmonization and alignment of the Board of Directors
members’ remuneration with the profitability, capital adequacy, competitiveness and sustainable
development of the Company.
In this context, the Company has established, maintains and applies basic principles and rules regarding
the remuneration of the Members of the Board of Directors (hereinafter "Remuneration Policy") that
contribute at maintaining the Company's competitiveness, maximizing its long-term financial value and
avoiding taking over excessive risks, due to the payment of exorbitant salaries, which are not in line
with the prevailing economic conditions and the wider financial environment.
4.10.2 In particular, the Remuneration Policy:
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provides incentives for attracting young people as well as retains capable executives with high
theoretical training, long-term professional experience and efficiency in the performance of
their duties, in order to strengthen and maximize the financial value of the Company,
ensures the provision of a competitive remuneration package, adapted to the market
conditions in which the Company operates,
contributes to ensuring the capital adequacy and liquidity of the Company,
promotes the business strategy, goals, values and interests of the Company,
enhances internal transparency and
aligns the goals of the Company with the goals of shareholders and stakeholders.
4.10.3 The current Remuneration Policy of the Company was approved, in accordance with the
provisions of article 110 of law 4548/2018, by the Annual Ordinary General Meeting of shareholders of
June 28, 2019, was registered in the General Commercial Register on 18/07/2019 and the validity period
stands at four (4) years, unless the General Meeting within this period decides to amend it.
The Remuneration Policy applies to all members of the Board of Directors (executive and non-executive,
with the necessary differences) including the Chief Executive Officer (one and / or more, if any), the
Executive Directors and any Deputy, while it is not applicable to senior or senior executives of the
Company. Finally, it also applies to non-members of the Board of Directors who participate in the
Company's Committees.
4.10.4 According to the specific provisions of the current Remuneration Policy of the Company, the
executive members of the Company’s Board of Directors are paid:
(a) fixed remuneration and
(b) variable remuneration.
4.10.4.1 At the fixed remuneration of the executive members of the Board of Directors are included:
(a) the remuneration paid to the members of the Board of Directors due to a contract of employment
(defined or indefinite time) or a service contract or a paid contract (annual fixed salary),
(b) the compensation for participation in the meetings of the Board of Directors and decision-making,
(c) the benefits in kind paid by the Company's freedom (indicatively use of a company vehicle / mobile
phone / laptop / corporate credit or debit card / fuel card, provision of private health and / or life
insurance, use of a fixed number of air tickets, expenses for presence or travelling, accommodation and
meals in connection with the fulfillment of these duties as members of the Board of Directors.
The amount of the annual cost of benefits in kind may not exceed a maximum of 20% of the annual
fixed salary of each executive member of the Board of Directors.
The fixed remuneration is been paid by the Human Resource Department (Payroll Department) of the
Company.
The Company has not yet established and as a result do not apply on the executive members of the
Board of Directors:
(a) pension schemes, other than the coverage of statutory social security contributions,
(b) early retirement or supplementary pension schemes,
(c) other incentive programs.
4.10.4.2 As Variable are considered the remuneration that are linked to the achievement of goals both
of the Executive Members of the Board of Directors as well as of the Company and are a key component
of its performance-oriented policy.
The payment of variable salaries is made in cash and may be consisted of participation in the Company's
profits.
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Variable remuneration is recorded as a percentage of annual fixed remuneration. However, in no case
may the amount of the variable percentages exceed 100% of the annual fixed salaries of each of the
executive members of the Board of Directors.
The Company's performance goals are set at the beginning of each corporate year in collaboration
between the Management and the Financial Services Department. At the end of the financial year, the
non-Executive Members of the Board of Directors evaluate the performance of its Executive Members
and examine the achievement of the set goals, always taking into account the financial environment
and market conditions.
The payment of the variable remuneration and its amount is decided by the Board of Directors of the
Company in a special meeting, based on the above evaluation.
The Company may not request a refund of variable remuneration paid.
4.10.5 The remuneration of the Non-Executive Members of the Board of Directors is approved by a
special decision of the Ordinary General Meeting of the Company's shareholders.
The remuneration of the Non-Executive Members of the Board of Directors is paid in cash and is subject
to the deductions provided by the applicable tax and insurance legislation.
The Non-Executive Members of the Board of Directors receive compensation for their participation in
the meetings of the Board of Directors, while they may also be granted additional fees (bonus),
participation rights in the Company's profits, stock options or compensations related to the achievement
of goals of the Company, within the same framework of the quantitative restrictions that apply to the
Executive Members.
For the payment of remuneration to non-executive members, there are taken into account the
complexity-breadth of their work, the degree of experience and any special knowledge they have, their
working time, any participation in special Committees of the Board of Directors (eg Audit Committee),
the number of meetings in which they participate, etc.
The Independent Non-Executive Members do not participate in a scheme of pensions, allowances or
long-term incentives, unless there is a special decision of the competent corporate body.
Any expenses for performance, transportation, accommodation and meals in relation to the fulfillment
of the duties of the Independent Non-Executive Members of the Board of Directors are approved by the
Chairman of the Board of Directors.
Especially the Independent Non-Executive Members of the Board of Directors for the proper collection
of their remuneration and compensations are obliged to submit to the Company any supporting
documents requested to prove the fulfillment by these criteria set in the law for their designation as
independent.
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Note 1: the Annual Ordinary General Meeting of shareholders of June 25, 2021 approved for the
corporate year 2021 (01.01.2021-31.12.2021), for the personal work and services of the members of
the Board of Directors of the Company, which (work) is provided on equal number of contracts approved
by the competent corporate bodies (employment, work, service provision, paid mandate, compensation
for participation in the meetings of the Board of Directors), the following amounts of money and in
particular:
The above-mentioned amounts, on the one hand, are in line with the principles and rules of the approved
and current Remuneration Policy, and on the other hand, are related to the increased employment and
Full Name - Capacity in BoD Variable
Corporate
Contribution
Total
Year 2021
Annual
Remunerati
on
Fees for
Participation in
Committees
Benefits
Remuneration
to Pension Plans Remuneration
Georgios Ginosatis
Chairman of BoD 313,252 0 33,438 0 0 346,690
Stamatios Ginosatis
Chief Executive Officer 313,252 0 37,137 0 0 350,389
Stamatina Ginosati
Vice-Chairman 276,468 0 10,531 0 0 286,999
Asimina Ginosati
Executive Member 223,594 0 7,637 0 0 231,231
Dimitrios Ginosatis
Executive Member 276,468 0 32,711 0 0 309,179
Spyridon Ginosatis
Executive Member 276,468 0 22,020 0 0 298,488
Ioannis Tsoukaridis
Independent Non Executive Member
(Term starting date:25/06/2021) 6,048 0 0 0 0 6,048
Ioannis Papamichalis
Independent Non Executive Member
(Term starting date:25/06/2021) 10,202 0 0 0 0 10,202
Nikolaos Vlachos
Non Executive Member of BoD
(Term ending date:25/06/2021) 8,817 0 0 0 0 8,817
Nikolaos Regos
Independent Non Executive Member
(Term ending date:25/06/2021) 3,124 0 0 0 0 3,124
Aliki Benroubi
Independent Non Executive Member 10,357 0 0 0 0 10,357
Fixed Remuneration
1. Georgios Ginosatis Up to the amount of 320,000 Euros per annum
2. Stamatios Ginosatis Up to the amount of 320,000 per annum
3. Asimina Ginosati Up to the amount of 224,000 per annum
4. Stamatina Ginosati Up to the amount of 300,000 per annum
5. Dimitrios Ginosatis Up to the amount of 300,000 per annum
6. Spyridon Ginosatis Up to the amount of 300,000 per annum
7. Ioannis Papamichalis Up to the amount of 20,000 per annum
8. Ioannis Tsoukaridis Up to the amount of 12,000 per annum
9. Aliki Benroubi Up to the amount of 12,000 per annum
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the upgraded role they are called to play under the provisions of the new law 4706/2020 regarding
corporate governance.
Note 2: regarding a) with Mr. Dimitrio Panagota, third party, non member of BoD, who was elected as
a Chairman of the Audit Committee an annual gross fee was approved of 12,000 euro maximum, b)
with Mr. Nikolao Vlacho, third party non-member of BoD, who was elected as member of the Audit
Committee an annual gross fee was approved of 9,000 euro maximum.
Note 3: the above Annual Ordinary Meeting approved for the corporate year 2021 (01.01.2021-
31.12.2021) both for executive and non executive members of the BoD benefits in kind, the level of
which cannot exceed the upper limit of 20% percentage of the annual fixed remuneration of each
member, according to the provisions of the current Remuneration Policy of the Company.
Note 4: The full text of the Remuneration Policy and Remuneration Report of the Board of Directors’
members is available at the Company’s website https://www.flexopack.com/investor-relations-gr/corporate-
governance-gr/policies-gr
4.11 Number of shares – voting rights of the Board of Directors’ members and senior
management on 31.12.2021
PART Β – COMMITTEES
Ι. Audit Committee
1.1 Election and term of the Audit Committee
The Annual Ordinary General Meeting of shareholders of June 25, 2021 decided the election of a new
Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force after its
amendment by article 74 of law 4706/2021, the which constitutes an Independent Joint Committee,
consists of three (3) members, of which one (1) Independent Non-Executive Member of the Board of
Directors of the Company and two (2) third persons - non-Members of the Board of Directors and its
Full Name Capacity in the BoD Number of Voting Rights
Georgios Ginosatis Chairman of BoD 2,043,574
Stamatios Ginosatis Chief Executive Officer 3,619,866
Stamatina Ginosati Vice Chairman 317,348
Asimina Ginosati Executive Member 500
Dimitrios Ginosatis Executive Member 261,050
Spyridon Ginosatis Executive Member 250,272
Ioannis Tsoukaridis Independent Non Executive Member 0
Ioannis Papamichalis Independent Non Executive Member 0
Aliki Benroubi Independent Non Executive Member 0
Georgios Roussos Director of Research & Development 0
Panagiotis Pelonis Factory Manager 0
Dimitrios Mantzoros Commercial Policy Manager 0
Antonios Koumoutsos Supply Chain Manager 0
Vasilis Kyrou Sales Manager 3,690
Anastasios Lyberopoulos Chief Financial Officer 600
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term is five years, expiring on June 25, 2026, extended until the expiration of the deadline within which
the next Ordinary General Meeting must convene, in no case, however, may it exceed six years.
1.2 Members of the Audit Committee
1.2.1 Especially as members of the Audit Committee were elected the following persons:
1) Dimitrios Panagotas of Ioannis, Certified Auditor-Accountant in suspension (R.N. SOEL 34971), non
Member of the Board of Directors – third party.
2) Nikolaos Vlachos of Matthews, non Member of the Board of Directors – third party.
3) Aliki Benroubi of Sam Samouil, Independent Non-Executive member of the Board of Directors.
Then the Audit Committee during its meeting on 28
th
June 2021 elected, among other members, as
Chairman of it Mr. Dimitrios Panagota of Ioannis.
1.2.2 For the purpose of complete, adequate and appropriate information of the shareholders and the
investing public in general, below are the brief biographies of the Members of the Audit Committee who
are third parties - non-Members of the Board of Directors.
Dimitrios Panagotas
He is a Certified Public Accountant in suspension, with a wide knowledge base and rich professional
experience. He studied Accounting and Finance at the University of Macedonia and is a graduate of the
two-year postgraduate program of the Institute of Certified Public Accountants for obtaining the
professional license of Certified Public Accountant. He started his professional career in 1999 taking
various positions in the financial sector. From January 2003 to March 2016 he worked as a Certified
Public Accountant and Tax Auditor in the company Associate Certified Public Accountants SA. Since
January 2019 he has been cooperating with the auditing company NEXIA EUROSTATUS S.A. In addition,
he has experience as a member of Audit Committees in other companies listed on the Athens Stock
Exchange. He is also a member of the Body of Certified Public Accountants and the Hellenic Institute of
Internal Auditors.
Nikolaos Vlachos
He studied Chemistry specializing in polymers. BSc: Polymer Science, School of Molecular Science
University of Sussex, UK. He is a holder of a postgraduate degree M.Philosophy by the same university
with a scholarship from the company Tate + Lyle UK. He worked for 12 years as a senior executive in
the flexible packaging plastics industry. From 1997 until today he holds the position of Chairman and
CEO in the company "VLACHOU BROS SA". He has been a member of the Board of Directors of
FLEXOPACK since 2009.
Benroubi Aliki, Member of the Board of Directors (independent non-executive member)
Chairman and CEO of Benroubi SA. She studied Economics at the H.E.C. of Lausanne and the Deree
College of Athens. From the beginning of her career she worked in the Benroubi family business, a
dominant company in the field of import and distribution of renowned international companies’ electrical
appliances. Since 2002, she is the creator of the small electrical appliances brand IZZY, which currently
holds a leading position in the Greek market.
1.2.3 The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the current legislative and regulatory framework, namely:
(a) are in their majority independent of the audited entity in accordance with the provisions of par. 1
and 2 of article 9 of law 4706/2020 and in particular:
(i) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(ii) are free from any dependency relationship, as it (dependency relationship) is specified in par. 2 of
article 9 of law 4706/2020, with the Company or persons related to it and they do not have any
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financial, business, family or other relationship which may influence their decisions and their
independent, objective and impartial judgment,
(b) have a thorough knowledge of the sector in which the entity operates; and
(c) at least one member of the Committee who is independent of the audited entity, has sufficient
knowledge and experience in auditing or accounting, and is required to attend the meetings of the
Committee on the approval of financial statements.
1.3 Operation of the Audit Committee
1.3.1 The Audit Committee has Operating Regulation, which was approved by the Board of Directors of
the Company at its meeting of November 22, 2018, while its amendments were approved at the
meetings of the Board of Directors of September 28, 2020 and June 15, 2021.
The Regulation records, among other things, the responsibilities, duties and obligations of the members
of the Committee and is posted on the Company's website (http://www.flexopack.com), according to
the explicit legislative requirement of article 10 par. 4 of law 4706/2020.
1.3.2 In accordance with the current Operating Regulation of the Audit Committee and taking into
account the size, business model and scope of activities of the Company, the Audit Committee meets at
regular intervals and extraordinarily when required. The Audit Committee may also meet by
teleconference.
1.3.3 All its members participate in the meetings of the Audit Committee in person. The Audit
Committee has the discretion to invite, whenever deemed appropriate or necessary, key executives
involved in the management of the Company, including the CEO, Chief Financial Officer (CFO) and the
Head of the Audit Department, to attend specific meetings or specific items on the agenda and provide
any necessary clarifications or explanations.
1.3.4 The Audit Committee is convened by its Chairman by invitation which is communicated in any
appropriate way to the other members at least two (2) days before the meeting. The invitation must
include at least the date, time and items on the agenda clearly, otherwise decisions may be taken as
long as none of the members of the Committee object to the meeting and the decision being taken.
1.3.5 The decisions of the Audit Committee are taken by an absolute majority of its members. In case
of a tie, the casting vote of the Chairman shall prevail.
1.3.6 The discussions and the decisions of the Audit Committee are recorded in minutes which are
signed by the members present in accordance with article 93 of law 4548/2018. The minutes are
available to all members of the Audit Committee and, at the discretion of its Chairman, to the Board of
Directors.
1.3.7 The Audit Committee may elect a secretary to observe the minutes of its meetings and to support
its work in general.
1.4 Responsibilities of the Audit Committee
According to the provisions of article 44 of law 4449/2017, the responsibilities of the Audit Committee
include the following:
(a) informs the Company's Board of Directors of the outcome of the statutory audit and explain how
the statutory audit contributed to the integrity of the financial information and what was the role of the
Audit Committee in that process;
(b) monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
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(c) monitors the effectiveness of the internal control, quality assurance and risk management systems
of the enterprise and, where appropriate, its Internal Audit Department, regarding the financial
information of the audited entity, without prejudice to the independence of that entity;
(d) monitors the statutory audit of the annual and consolidated financial statements and in particular
its performance;
(e) supervises and monitors on an ongoing basis the independence of chartered accountants or audit
firms and in particular the adequacy of the provision of non-audit services to the audited entity;
(f) is responsible for the selection process of certified public accountants or audit firms and proposes
the statutory auditors or audit firms to be appointed;
(g) submits an annual report of the proceedings to the Annual Ordinary General Meeting of the
Company's shareholders.
1.5 Number of Audit Committee’s meetings
1.5.1 During the closing year 2021 (01.01.2021-31.12.2021) the Audit Committee met ten (10) times
and all its decisions were taken unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and the relevant suggestions had been distributed, and the competent executives,
the Certified Auditors and other persons were invited to participate, as the case may be in order to
provide any necessary clarifications and / or explanations.
1.5.2 It is clarified that the Certified Auditor-Accountant of the Company, who performs the audit of the
annual and semi-annual financial statements, provided with the approval of the Audit Committee
authorized non-audit services to the Company amounting to 3,450 euros and is not related to any other
relationship with the Company in order to comply with the provisions of Law 4449/2017 and thus ensure
its objectivity, impartiality, integrity and independence, with the exception of ensuring services related
to the performance of the special tax audit required in accordance with the provisions of article 65A of
law 4174/2013, as a result of which (audit) the "Annual Tax Certificate" is issued.
1.6 Proceedings of the Audit Committee
The issues that occupied the Audit Committee during the closing year 2021 (01.01.2021-31.12.2021)
were the following:
1.6.1 Financial reporting process - External audit
In the field of external audit and financial information processing, the Committee has taken the following
steps:
(a) was informed by the Chief Financial Officer of the financial statements of the Company and the
Group for the year ended 31 December 2020 and of the principal matters of concern to the Financial
Management in the preparation of the financial statements;
(b) was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
(c) reviewed the financial statements of the Company and the Group for the year 2020 (01.01.2020-
31.12.2020) before their approval by the Board of Directors and evaluated them in terms of their
accuracy and completeness;
(d) ascertained the agreement of the financial statements with the legally binding content and
framework of their preparation and recommended their approval;
(e) briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this process;
(f) verified compliance with the rules on the disclosure of financial statements, as well as the possibility
of immediate, permanent and without any charge for access to them;
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(g) was informed by the Certified Auditor-Accountant about the most important issues of the audit for
the year 2020, the risks that were assessed as the most important and how to deal with them and was
informed about the final draft of the Audit Report for the year ended 31 December 2020,
(h) took note of the supplementary report of the Chartered Auditors - Accountants provided by Article
11 of the Regulation of the European Union (EU) 537/2014 on the financial statements of the Company
and the Group,
(i) submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders for the
re-election of the Audit Company under the name "Grant Thornton Societe Anonyme SA" for the
performance of the statutory audits of the annual and semi-annual financial statements for the year
2021,
(j) was informed by the Certified Auditor - Accountant regarding the procedure and methodology that
will be followed during the audit of the semi-annual and annual financial statements for the year 2021,
with the planning and the schedule of its audit, as well as for the audit procedures to be followed,
(k) confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU) 537/2014 and Law 4449/2017, as well as the non-provision of any external , directive,
suggestion or recommendation by the Management of the Company,
(l) was informed by the Certified Auditor-Accountant about the audit approach of the review of the
interim financial statements of the first half of the year 2021 and became aware of the important issues
of the review,
(m) supervised the correct and timely disclosure to the investing public of corporate announcements
concerning financial information;
(n) Approved the provision of authorized non-audit services by the auditing company "Grant Thornton
Corporation of Certified Auditors and Business Consultants".
1.6.2 Internal control system
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control department, the Audit Committee:
(a) examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting in any way its independence;
(b) monitored the effectiveness of internal control systems through the work of the Internal Control
Unit and the work of the Chartered Accountant;
(c) reviewed the management of the Company's main risks, evaluating the methods used by the
Company to identify and monitor the risks, as well as the treatment of the main ones and their proper
disclosure;
(d) was informed of the annual control program of the Internal Control Unit before its implementation
and approved it;
(e) was informed and evaluated of the work of the Internal Control Unit and was informed of the
quarterly reports of the Head of the Internal Control Unit;
(f) inspected the proper functioning of the Internal Control Unit in accordance with professional
standards and the applicable legal and regulatory framework in general;
(g) had meetings with the Internal Auditor on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(h) confirmed that the Internal Control Unit has constant and unhindered access to all the data and
records of the Company, which are necessary for the performance of its duties, as well as to all the
Departments of the Company,
(i) examined the Operating Regulations of the Internal Control Unit of the Company and its compliance
with the requirements of the applicable regulatory framework.
1.6.3 Other
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(a) provided to the Company's Management the necessary assistance to comply with the provisions of
Law 4706/2020, in order to properly complete and within the set time frame the process of full
harmonization with the provisions and regulations of the said legislation,
(b) approved the content of the information provided to the shareholders of the Company at the Annual
Ordinary General Meeting of June 25, 2021 regarding its activities for the year 2020 (01.01.2020-
31.12.2020);
(c) in the context of the adequate compliance of the Company with the provisions of Law 4706/2020,
the circulars and decisions issued by the Board of Directors of the Hellenic Capital Market Commission,
as well as the best corporate governance practices, submitted proposals to the Board of Directors for
the development and adoption of the following Policies and Procedures:
• Procedure for Recruitment of Senior Managers and Evaluation of their Performance
• Transaction Notification Procedure for Persons Exercising Management Duties
• Dependency Relation Notification Procedure
• Related Party Transaction Process
• Conflict of Interest Policy and Procedure
• Regulatory Compliance Policies and Procedures
• Privileged Information Management Process
• Policy and Procedure of Periodic Evaluation of SEE
• Training Policy of Board of Directors’ Members
ΙΙ. Remuneration and Nomination Committee
2.1 Establishment, term and members of the Remuneration and Nomination Committee
2.1.1 The Board of Directors of the Company in the context of immediate, substantial, full and effective
compliance with the requirements and general regulations of articles 10-12 of law 4706/2020
(Government Gazette A 136/17.07.20201), as well as the adoption of corporate governance best
practices, at its meeting of 14 July 2021 set up a single three-member Remuneration and Nomination
Committee, in order to provide the necessary assistance and support to the Board of Directors on the
one hand in the process of identifying and promoting appropriate persons for the staffing of Board of
Directors, based on the existing Suitability Policy, and on the other hand during the process of
preparation, evaluation and revision of the Remuneration Policy, with the aim of attracting and retaining
competent executives.
As members of the Remuneration and Nomination Committee were defined the following persons:
1) Aliki Benroubi of Sam Samouil, Independent, Non-Executive Member of the Board of Directors.
2) Ioannis Papamichalis of Efstratios, Independent, Non-Executive Member of the Board of Directors.
3) Georgios Ginosatis of Spyridonas, Non-Executive Member of the Board of Directors.
The Audit Committee during its meeting on 15
th
July 2021 elected, among its members, as Chairman of
it Mrs Aliki Benroubi of Sam Samouil.
2.1.2 The term of the Remuneration and Nomination Committee is five years, ending on June 25, 2026,
extended until the expiration of the deadline within which the next Ordinary General Meeting must
convene, but in no case may it exceed six years.
2.2 Operation of Remuneration and Nomination Committee
2.2.1 The Remuneration and Nomination Committee (RNC) has an Operating Regulation, which was
approved by the Board of Directors of the Company at its meeting of July 14, 2021. This Regulation
records the organization and operation of the Remuneration and Nomination Committee, regulates its
duties, responsibilities and obligations and of its members and is posted on the Company's website
(http://www.flexopack.com), according to the explicit legislative provision of article 10 par. 4 of law
4706/2020.
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2.2.2 In accordance with its Operating Regulation, the Remuneration and Nomination Committee meets
regularly at least two (2) times a year and extraordinarily, when required by its members.
2.2.3 All its members participate in the meetings of the Committee in person. The Committee has the
discretion to invite, whenever appropriate, key executives involved in the management of the Company,
including the CEO, to attend specific meetings or specific items on the agenda and to provide any
necessary arrangements or clarifications on them.
2.2.4 The meeting is convened at the invitation of the Chairman of the Committee and is being notified
in any appropriate way to the other members at least two (2) days before the meeting. The invitation
shall include at least the date, time and items on the agenda. The Remuneration and Nomination
Committee may also meet by teleconference.
2.2.5 Decisions of the Committee shall be taken by an absolute majority of its members. In case of a
tie, the vote of its Chairman shall prevail.
2.2.6 The discussions and decisions of the Committee are recorded in the minutes with the care of the
Corporate Secretary, are signed by the members present and are at the disposal of the members of the
Committee and the Board of Directors.
2.2.7 It is noted that the Committee may use any resources it deems appropriate, for the fulfillment of
its purposes, including services by external consultants. In case of hiring an external consultant, the
Committee is responsible for monitoring its work.
2.3 Responsibilities of Remuneration and Nomination Committee
2.3.1 In the context of compliance with the provisions of article 11 of law 4706/2020, the Committee
on Remuneration and Nomination Committee:
(a) periodically reviews and formulates proposals to the Board of Directors regarding the Remuneration
Policy submitted for approval to the General Meeting, in accordance with paragraph 2 of article 110 of
Law 4548/2018,
(b) makes proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the approved Remuneration Policy of the Company;
(c) reviews the information contained in the final draft of the Annual Remuneration Report, and provide
its opinion to the Board of Directors, prior the submission of the Report to the General Meeting;
(d) examines and submits proposals to the Board of Directors regarding the plans for granting options
or granting shares to the members of the Board of Directors and the staff of the Company, as well as
to the companies affiliated to it;
(e) submits proposed performance targets for any variable remuneration of the members of the Board
of Directors or goals associated with options for the granting of options or shares;
(f) ensures and monitors the process of assessing the extent to which the performance criteria of
persons falling within the scope of the approved Remuneration Policy are met;
(g) makes proposals regarding the remuneration of the Company's executives and in particular of the
head of the internal control unit;
(h) submits proposals to the Board of Directors for any remuneration related business policy.
2.3.2 In the context of compliance with the provisions of article 12 of law 4706/2020, the duties of the
Remuneration and Nomination Committee include the following:
(a) the care, with the support of the Corporate Secretary, for posting on the Company's website and
maintaining an up-to-date CV of each member of the Board of Directors throughout his/her term of
office;
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(b) ensuring that the work of the Committee is reported, as well as the number of meetings in the
Company's annual Corporate Governance Statement;
(c) the annual assessment of the size, composition, independence criteria, balance of knowledge and
skills of the existing Board of Directors, in accordance with the Company's Suitability Policy;
(d) the submission of proposals on the content of the Suitability Policy, the training policy of the
members of the Board of Directors and the Recruitment and Evaluation Procedures of senior executives
of the Company;
(e) the care for the communication of the respective position of a member of the Board of Directors to
cover, planning, implementation and monitoring of the process of nomination of members of the Board
of Directors;
(f) taking care of the evaluation of the candidates based on the Suitability Policy and the
recommendation to the Board of Directors of the candidate members of the Board of Directors;
(g) the coordination of the periodic self-evaluation of the members of the Board of Directors and of its
Committees (collective), of the Chairman and the Chief Executive Officer (individual);
(h) timely information and submission of proposals to the Board of Directors regarding the succession
plan for the members of the Board of Directors;
(i) the assignment and monitoring of the work of external consultants which it may designate for the
fulfillment of its purpose;
(j) the care for the formation of the training program of the members of the Board of Directors, at the
beginning and during their term of office, in accordance with the Training Policy followed by the
Company.
2.4 Number of meetings of Remuneration and Nomination Committee
During the closing year 2021 (01.01.2021-31.12.2021) the Remuneration and Nomination Committee
met two (2) times and all the decisions were taken unanimously.
2.5 Proceedings of the Remuneration and Nomination Committee
(a) convened into meeting right after its establishment, elected among its members its Chairman and
formed into body,
(b) examined and assessed the prepared on behalf of the Company’s management its Operating
Regulation,
(c) examined and evaluated in terms of adequacy, proportionality and suitability, the level of
remuneration of all members of the Board of Directors which were approved by the Annual Ordinary
General Meeting of shareholders of June 25, 2021 on the one hand for the year 2020 (01.01.2020 -
31.12.2020) and for the fiscal year 2021 (01.01.2021-31.12.2021), in order to determine whether the
remuneration paid is commensurate with the duties, the degree of employment, the range of powers,
the responsibilities and the performance of such persons as well as to whether they are in line with the
prevailing financial conditions and the wider financial environment in which the Company develops its
operation and activity, in order to avoid phenomena of payment of exorbitant fees and the consequent
Exposure of the Company to excessive risks,
(d) provided the necessary assistance for the preparation of the Remuneration Report of the members
of the Board of Directors and other persons falling within the scope of the Remuneration Policy for the
closing year 2021, in order for its content to fully comply with both the provisions of Article 112 of Law
4548/2018 as well as with the 01.03.2019 Guidelines of the European Commission regarding the
standard presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as
amended by Directive (EU) 2017/828 for shareholders' rights.
PART C – GENERAL MEETING
Ι. The General Meeting
1.1 Introduction
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The General Meeting of Shareholders is the supreme body of the Company and is entitled to decide on
each corporate case. Its decisions also bind the absent or dissenting shareholders.
1.2 Exclusive competence of the General Meeting
1.2.1 According to article 30 par. 1 of the current Articles of Association, the General Meeting is
exclusively competent to decide on:
(a) amendments to the Articles of Association (amendments are also considered the increases regular
or extraordinary, as well as reductions in share capital);
(b) the election of members of the Board of Directors and Auditors;
(c) the approval of the overall management according to article 108 of law 4548/2018 and the discharge
of the Auditors;
(d) the approval of the annual and consolidated financial statements;
(e) the distribution of annual profits;
(f) the approval of remuneration or advance payment of remuneration according to article 109 of law
4548/2018,
(g) the approval of the remuneration policy of article 110 and the remuneration report of article 112 of
law 4548/2018,
(h) the merger, division, conversion, revival, extension or termination of the Company; and
(i) the appointment of liquidators.
1.2.2 They do not fall under the provisions of the previous paragraph:
(a) capital increases or capital adjustment acts expressly assigned by law to the Board of Directors, as
well as increases imposed by provisions of other laws;
(b) the amendment or adaptation of provisions of the Articles of Association by the Board of Directors
in the cases expressly provided by law;
(c) the appointment by the Articles of Association of the first Board of Directors,
(d) the election in accordance with the Articles of Association of directors to replace those who have
resigned, died or lost their status in any other way;
(e) the absorption under Articles 35 and 36 of Law 4601/2019 of a societe anonyme company by
another societe anonyme company that holds one hundred percent (100%) or ninety percent (90%) or
more of its shares,
(f) the possibility of distributing temporary dividends according to paragraphs 1 and 2 of article 162 of
law 4548/2018 and
(g) the possibility of distribution according to paragraph 3 of article 162 of law 4548/2018 profits or
optional reserves in the current corporate year by decision of the board of directors, subject to
publication.
1.3 Convening a General Meeting
1.3.1 The General Meeting of Shareholders is convened by the Board of Directors and meets at the
headquarters of the Company or in the region of another Municipality within the region of headquarters,
at least once every corporate year no later than the tenth (10th) calendar day of the ninth month after
the end of corporate use. The General Meeting may also convene in the region of the Municipality where
the headquarters of the Athens Stock Exchange are located.
1.3.2 The General Meeting meets extraordinarily whenever the Board of Directors deems it necessary
or if requested by shareholders representing the percentage required by law and the Company's Articles
of Association.
1.3.3 The procedures and rules of convening, participation and decision-making by the General Meeting
are regulated in detail by the provisions of Law 4548/2018 and the Articles of Association of the
Company.
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1.3.4 From the procedures, forecasts and general arrangements mentioned below, it is clear that the
Company's corporate governance system includes adequate and effective mechanisms for
communicating with shareholders, in order to facilitate the exercise of their rights and the active
dialogue with them (shareholder engagement).
1.3.5 The Board of Directors ensures that the preparation and conduct of the General Meeting facilitates
the effective exercise of the rights of the shareholders, who are informed about all issues related to
their participation in the General Meeting, including the items on the agenda and their rights during the
General Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company posts
on its website at least twenty (20) days before the General Meeting, in both Greek and English:
the invitation to convene the General Meeting,
the total number of shares and voting rights that the shares incorporate at the date of the
invitation,
the forms to be used for voting by proxy or representative or, where applicable, for electronic
voting,
the documents to be submitted to the General Meeting,
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
approval, a comment from the Board of Directors, and
the draft decisions proposed by the shareholders, in accordance with paragraph 3 of article 141
of law 4548/2018, immediately after their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1 In the General Meeting is entitled to participate and vote the natural or legal person who has the
shareholder status at the beginning of the fifth (5th) day before the date of the General Meeting
("registration date"). Each share provides the right to one (1) vote.
1.4.2 For the Company is considered as a shareholder who is entitled to participate in the General
Meeting and to exercise the right to vote the one that is registered at the date of registration in the
Dematerialized Securities System (DSS) of the Societe Anonyme with the name "Greek Central
Securities Depository SA" (GCSD) or the one identified as such based on the relevant date through the
registered mediators or other intermediaries in accordance with the provisions of the legislation (law
4569/2018, law 4569/2018, law 4706/2020 and Regulation (EU) 2018/1212) as well as the Operating
Regulation of the Greek Central Securities Depository SA (Government Gazette B 1007/16.03.2021).
1.4.3 The proof of shareholder status is made by any legal means and in any case based on information
received by the Company until before the start of the General Meeting by GCSD or through the
participating and registered intermediaries in the Central Securities Depository in any other case.
1.4.4 The exercise of the participation and voting rights does not presuppose the commitment of the
beneficiary's shares or the observance of another similar procedure, which limits the possibility of selling
and transferring them during the period between the registration date and the date of the General
Meeting.
1.4.5 The recording date is also valid in case of postponement or repeated meeting, provided that the
postponed or repeated meeting is not set at more than thirty (30) days from the recording date. If this
does not happen or if in the case of the repeated General Meeting a new invitation is published, in
accordance with the provisions of article 130 of Law 4548/2018), at the General Meeting participates
the person who has the shareholder status at the beginning of the third (3rd) the day before the day of
the postponement or the repeated General Meeting.
1.4.6 In article 25 par. 1 of the Company's Articles of Association has been provided the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
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other electronic means, without the physical presence of the shareholders at the venue. The
shareholders who participate in the General Meeting through real-time teleconference, are taken into
account for the formation of the quorum and the majority and can effectively exercise their rights during
the General Meeting. Thus the shareholders have the possibility:
(a) to monitor by electronic or audiovisual means the conduct of the General Meeting;
(b) to speak and address to the General Meeting orally during the General Meeting;
(c) to vote in real time during the General Meeting on the items on the agenda; and
(d) receive information on the registration of their vote.
1.5 Representation in the General Meeting
1.5.1 The shareholder participates in the General Meeting and votes either in person or through
representatives. Each shareholder can appoint up to three (3) representatives. Legal entities participate
in the General Assembly by appointing as their representatives up to three (3) natural persons. However,
if the shareholder holds shares of the Company, which appear in more than one securities account, this
restriction does not prevent that shareholder from appointing different representatives for the shares
appearing in each securities account in relation to the General Meeting. A representative acting for more
than one shareholder may vote differently for each shareholder.
1.5.2 The shareholder representative is obliged to notify the Company, before the beginning of the
General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that
the agent will serve interests other than the interests of the represented shareholder. For the purposes
of this paragraph, a conflict of interest may arise in particular when the agent:
(a) is a shareholder who exercises control of the Company or is another legal person or entity controlled
by that shareholder;
(b) is a member of the Board of Directors or in general of the management of the Company or a
shareholder who exercises control of the Company, or of another legal entity or entity controlled by a
shareholder who exercises control of the Company;
(c) is an employee or auditor of the Company or shareholder exercising control of the Company, or of
another legal person or entity controlled by a shareholder exercising control of the Company;
(d) is a spouse or first-degree relative of one of the natural persons referred to in (a) to (c) above.
1.5.3 The appointment and revocation or replacement of the shareholder's proxy or representative is
made in writing or electronically and is submitted to the Company at least forty eight (48) hours before
the scheduled date of the General Meeting.
1.6 Quorum and majority of the General Meeting
1.6.1 According to the law and the Articles of Association of the Company, the General Meeting is in
quorum and meets validly on the issues of the agenda, when shareholders are present or representing
to it shareholders representing at least one fifth (1/5) of the paid-up capital.
1.6.2 If this quorum is not reached, the General Meeting convenes again within twenty (20) days from
the date of the canceled meeting, following an invitation at least ten (10) days in full. At this repeating
meeting the General Meeting is in quorum and meets validly on the issues of the initial agenda, whatever
the part of the paid-up capital represented in it. A newer invitation is not required if the original invitation
had already specified the place and time of the repeating meeting, provided that there is at least five
(5) days between the canceled meeting and the repeating meeting.
1.6.3 The decisions of the General Meeting are taken by an absolute majority of the votes represented
in it.
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1.6.4 Exceptionally for decisions concerning:
(a) the change of the Company's nationality;
(b) the change in the objective of this Company;
(c) the increase of shareholders' liabilities;
(d) the regular increase of capital, unless required by law or by capitalization of reserves;
(e) the reduction of the capital, unless it is done, in accordance with paragraph 5 of article 21 or
paragraph 6 of article 49 of law 4548/2018, as in force,
(f) changing the way profits are distributed;
(g) the merger, division, conversion, revival of the Company;
(h) the extension of the duration or dissolution of the Company,
(i) the provision or renewal of authority to the Board of Directors to increase the capital, in
accordance with paragraph 1 of article 24 of law 4548/2018, as in force, as well as
(j) any other case provided by law that the General Meeting decides by an increased quorum and
majority;
The General Meeting is in quorum and meets validly on the issues of the agenda when shareholders
present or represented to it half (1/2) of the paid-up capital.
1.6.5 If the above quorum is not reached, the General Meeting convenes again within twenty (20) days
from the date of the canceled meeting, after an invitation of at least ten (10) full days. At this repeating
meeting, the General Meeting is in quorum and meets validly on the issues of the initial agenda, when
shareholders present or representing at least one fifth (1/5) of the paid-up capital. A newer invitation
is not required if the original invitation had already specified the place and time of the repeating meeting
provided that there are at least five (5) days between the canceled meeting and the repeating meeting.
1.6.6 The decisions of the General meeting, in the cases of the previous paragraph are taken by a
majority of two thirds (2/3) of the votes represented in the Meeting.
1.7 Minority shareholders’ rights
The shareholders of the Company have, among other things, the rights that are provided in paragraphs
1, 2, 3, 5, 6 and 7 of article 141 of law 4548/2018: In particular:
(a) 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, setting a day of its
meeting, which should not be more than forty five (45) days from the date of service of the application
to the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting
is not convened by the Board of Directors within twenty (20) days from the submission of the relevant
application, the convening is carried out by the requesting shareholders at the expense of the Company,
by court decision, issued during the interlocutory proceedings. This decision defines the place and time
of the meeting, as well as the agenda. The decision is not challenged by legal means.
(b) At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board
of Directors is obliged to include in the agenda of the General Meeting, which has already been convened,
additional issues, if the relevant application reaches the Board of Directors fifteen (15) at least days
before the General Meeting. The additional issues must be published or announced, under the
responsibility of the Board of Directors, according to article 122 of law 4548/2018, at least seven (7)
days before the General Meeting. The request for inclusion of additional items on the agenda is
accompanied by a justification or a draft decision for approval at the General Meeting and the revised
agenda is made public in the same way as the previous agenda, thirteen (13) days before the date of
the General Meeting and at the same time is made available to the shareholders on the Company's
website, together with the justification or the draft decision submitted by the shareholders according to
the provisions of paragraph 4 of article 123 of law 4548/2018.
(c) Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
decisions on issues included in the initial or any revised agenda of the General Meeting. The relevant
application must be submitted to the Board of Directors at least seven (7) days before the date of the
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General Meeting, and the draft decisions are made available to the shareholders as defined in paragraph
3 of article 123 of law 4548/2018, six ( 6) at least days before the date of the General Meeting. The
Board of Directors is not obliged to register items on the agenda or to publish or disclose them along
with justification and draft decisions submitted by shareholders, in accordance with paragraphs 2 and 3
of article 141 of law 4548/2018, if their content is obviously contrary to law or good morals.
(d) At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up
capital, the Chairman of the General Meeting is obliged to postpone once only the decision of the General
Meeting, Ordinary or Extraordinary, on all or certain issues, setting a day of continuation of the meeting,
the one defined in the request of the shareholders, which, however, may not be more than twenty (20)
days from the date of postponement. The postponed General Meeting is a continuation of the previous
one and there is no need to repeat the formalities of publishing the shareholders' invitation. New
shareholders can also participate in this General Meeting, observing the relevant participation formalities
and the provisions of paragraph 6 of article 124 of law 4548/2018 apply.
(e) At the request of any shareholder, submitted to the Company at least five (5) full days before the
General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested
specific information about the Company's affairs, insofar as these are related to the items on the agenda.
There is no obligation to provide information 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 Ordinary, the amounts paid, during the last two years, to
each member of the Board of Directors or the directors of the Company, as well as any provision in
benefits to these persons for any reason or contract of the Company with them. In all the above cases,
the Board of Directors may refuse to provide the information for a substantial reason, which is recorded
in the minutes. Such a reason may be, in the circumstances, the representation of the requesting
shareholders in 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 uniformly to shareholders' requests with
the same content.
(f) At the request of shareholders, representing one tenth (1/10) of the paid-up capital which is
submitted to the Company at least five (5) full days before the General Meeting, 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 a substantial
reason, which is recorded in the minutes. Such a reason may be, in the circumstances, the
representation of the requesting shareholders in the Board of Directors in accordance with articles 79
or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received
the relevant information in a sufficient manner.
(g) At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, voting on
an item or items on the agenda shall be by open ballot.
PART D – INTERNAL COTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
1.1 As Internal Control System is defined all the internal control mechanisms and procedures, including
risk management, internal control and regulatory compliance, which continuously covers every activity
of the Company and contributes to its safe and efficient operation.
1.2 The Internal Control System aims at:
in the recognition and management of the essential risks related to the business activity and
operation of the Company,
the efficient operation of the Internal Control Department,
to ensure the completeness and reliability of the data and information required for the accurate
and timely determination of the financial position of the Company and the preparation of reliable
financial statements,
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in compliance with the current legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Company.
1.3 Responsible for the systematic monitoring, control and periodic evaluation of the Internal Control
System, in particular as to the adequacy and correctness of the financial and non-financial information
provided, the risk management, the regulatory compliance and the Corporate Governance Code adopted
by the Company is the Internal Audit Unit, which is an independent organizational unit within the
Company. Additionally, periodic evaluation of the Internal Control System is carried out every three (3)
years by an independent and objective evaluator, according to the more specific provisions of the
decision of the Board of Directors of the Hellenic Capital Market Commission with number 1/891/
30.09.2020.
1.4 The head of the Internal Control Unit:
(a) is appointed by the Board of Directors of the Company, following a proposal of the Audit Committee,
(b) is a full-time and exclusive-employement employee, personally and functionally independent and
objective in the performance of his duties;
(c) possesses the appropriate knowledge and relevant professional experience.
(d) reports administratively to the Chief Executive Officer and operationally to the Audit Committee.
(e) may not be appointed as head of the Internal Control Unit, member of the Board of Directors or
member with voting rights in Committees of a permanent nature of the Company and has close ties
with anyone who holds one of the above properties in the Company or in a company of the Group.
Furthermore, the number of internal auditors of the Internal Control Unit must be proportional to the
size of the Company, the nature, scale, scope and complexity of the Company's activities, the number
of its employees, its geographical points of activity, number of its operating and executive units as well
as audited entities in general.
Mr. Stavros Meggoulis performs the duties of head of the Company's Internal Control Unit.
1.5 The head of the Internal Control Unit:
(a) attends the General Meetings of shareholders;
(b) provides in writing any information requested by the Hellenic Capital Market Commission, cooperate
with it and facilitate in every possible way the task of monitoring, control and supervision by the
competent Supervisory Authority;
(c) submits to the Audit Committee an annual audit program and the requirements of the necessary
resources, as well as the effects of the resource constraint or the audit work of the Unit in general.
The annual audit program is prepared based on the risk assessment of the Company, after taking into
account the opinion of the Audit Committee.
(d) has free and unhindered access to any organizational unit of the Company and is aware of any data,
file and information required for the effective and efficient performance of his duties.
1.6 The Internal Control Unit has an Operating Regulation, which was prepared in accordance with the
provisions of articles 15 and 16 of Law 4706/2020 (Government Gazette A 136/17.07.2020), as in force,
was approved and entered into force by 15.07. 2021 decision of the Board of Directors of the Company
following a proposal of the Audit Committee and defines the principles and the basic operating
framework of the Unit, determines the fundamental principles and rules that the Internal Auditors must
follow in the performance of their duties, describes the responsibilities, the duties and obligations of the
Unit.
1.7 The executives of the Internal Control Unit must comply with:
(a) the International Professional Practices Framework;
(b) the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c) the Code of Ethics (IIA Code of Ethics);
(d) the applicable legislative and regulatory framework in general;
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(e) the Internal Operating Regulation of the Company.
1.8 The executives of the Internal Control Unit in the performance of their duties must apply the
following principles:
(a) integrity (demonstration of honesty, diligence, consistency and responsibility in the performance
of their duties, compliance with the legal and regulatory framework and internal procedures of the
Company),
(b) objectivity (demonstration of the greatest possible impartiality in the collection, evaluation and
communication of information related to the audits carried out, non-acceptance of gifts that may affect
their professional judgment, immediate disclosure of any event that could be considered contrary to
their independence),
(c) Confidentiality (respect and management of the information obtained in the performance of their
duties with due diligence, avoidance of the use of such information for personal gain or in a manner
harmful to the Company, taking appropriate measures to protect this information),
(d) Adequacy of skills (possession of knowledge, skills and experience required to provide internal
control services, continuous improvement of the adequacy, efficiency and effectiveness of their services,
exercise of appropriate professional judgment).
ΙΙ. Risk Management
1.1 The Company has established and implements a Risk Management Policy and Procedure, which
aims at the timely and effective treatment of risks that may have a negative impact on the achievement
of its objectives. Risk Management is a systematic process that aims at the timely and effective
identification, analysis, control, management and monitoring of any type of risk involved in the operation
of the Company.
The steps to follow in the annual Risk Management process are as follows:
Preparation of Risk Profile Revision Proposals
Submission of Risk Profile Revision Proposals
Conducting Risk Management Group Meetings
Approval of Risk Profiles and Action Plan
Monitoring of Action Plan - Reports.
The Board of Directors of the Company has the overall responsibility of the risk management framework
related to the operations and the achievement of the objectives of the Company. The Company's
Management takes the decisions related to the risk assessment, designs and implements appropriate
safeguards for their management, based on the risk-taking disposition.
1.2 The risk management system implemented by the Company is based on four axes:
risk identification,
risk assessment,
risk management and
risk monitoring and reporting
1.2.1 Risk identification
The risk identification is conducted on an annual basis during the fourth quarter and is completed before
the end of each year. Initiates and takes into account the definition of the strategy and the individual
business objectives of the Company. The key factors that can threaten the achievement of these goals
are then identified. In this context, the Board of Directors of the Company determines the risk appetite
and risk tolerance. The results of the risk identification process are recorded in the Company Risk
Register, which is a comprehensive mapping of significant risks.
1.2.2 Risk assessment
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Each risk is initially assessed in terms of its inherent degree (inherent risk). The Risk Profile also includes
the response to each risk, ie the existing actions of the Company in order to manage the respective risk.
For each action (policy, procedure and safety valve) the Risk Owner is defined, while for each risk there
is the possibility of defining more than one action. The Risk Owners, taking into account the overall
actions in the Risk Response, assess the level of residual risk that may remain after the risk management
actions.
1.2.3 Risk management
In cases where the residual risk is greater than the risk tolerance available by the Company, additional
required actions are determined in order to effectively manage the risks. These actions constitute the
Action Plan for the desired response to the risk through the improvement of the safety valves and in
general of the Internal Control System of the Company. The Risk Profile as well as the Action Plan are
approved by the CEO and submitted to the Board of Directors.
1.2.4 Risk monitoring and reporting
Risk Owners have the primary responsibility to oversee the effective operation of the individual defined
actions and to inform the response actions to each risk with any possible changes.
The CEO is also responsible for the timely updating of the Company Risk Profile in case of significant
changes during the year, coordinating the process of extraordinary revision of the Risk Profile, as well
as for the overall monitoring of the implementation of the Action Plan through Reports through from the
Head of Risk Management and the head of the Internal Control Unit
The Risk Manager supports the organization and efficient completion of the process and is responsible
for coordinating the work provided for in the Risk Identification and Assessment process.
PART E’ – ADDITIONAL INFORMATION
1.1 Introduction
The Article 10 par.1 of the EU Directive 2004/25/EC dated April 21
st
2004, relating to takeover bids, states
the following as regards to companies whose total shares are listed on an regulated according to the
terminology of Law 4548/2018 market:
“1. Country members ensure that the companies mentioned in article 1 paragraph 1 disclose detailed
information as regards to the following:
a) their capital structure, including securities that are not listed on an organized market of a country-
member and, according to the case, indication of different categories of shares with the rights and
obligations linked to each share category and the percentage of the total share capital such represent;
b) all the limitations on transfer of securities, such as limitations on the ownership of securities or the
obligation to receive approval by the Company or other shareholders, with the reservation of article 46 of
Directive 2001/34/EC;
c) the significant direct or indirect holdings (including indirect holdings through pyramid structures or cross-
holdings) according to the definition of article 85 of directive 2001/34/EC;
d) the owners of any kind of securities that provide special control rights and the description of such rights.
(e) the system of control of any employee share scheme where the control rights are not exercised directly
by the employees;
(f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage
or number of votes, deadlines for exercising voting rights, or systems whereby, with the company's
cooperation, the financial rights attaching to securities are separated from the holding of securities;
(g) any agreements between shareholders which are known to the company and may result in restrictions
on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC;
(h) the rules governing the appointment and replacement of board members and the amendment of the
Articles of Association;
(i) the powers of board members, and in particular the power to issue or buy back shares;
(j) any significant agreements to which the company is a party and which take effect, alter or terminate
upon a change of control of the company following a takeover bid, and the effects thereof, except where
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their nature is such that their disclosure would be seriously prejudicial to the company; this exception shall
not apply where the company is specifically obliged to disclose such information on the basis of other legal
requirements;
(k) any agreements between the company and its board members or employees providing for compensation
if they resign or are made redundant without valid reason or if their employment ceases because of a
takeover bid.”
1.2 The above information is included in detail in Chapter 6 of the present Report.
1.3 As regards to items c, d, f, h and i of par. 1 of article 10, the Company states the following:
• as regards to item c’: the important direct or indirect participations of the Company are the following:
(a) FLEXOPACK POLSKA Sp.z.o.o, (subsidiary) in which the Company participates with a stake of
100.00% of shares and voting rights.
(b) FLEXOSYSTEMS Ltd Belgrade, (subsidiary) in which the Company participates with a stake of 100%
of shares and voting rights.
(c) FLEXOPACK INTERNATIONAL LIMITED, (subsidiary) in which the Company participates with a stake
of 100% of shares and voting rights.
(d) FLEXOPACK PTY LTD, (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(e) FLEXOPACK PROPERTIES PTY LTD: (subsidiary), in which the Company participates with 100%
through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(f) FLEXOPACK NZ LIMITED: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACKPTYLTD" (indirect participation),
(g) FLEXOPACK TRADEANDSERVICESUKLIMITED: (subsidiary), in which the Company participates with
100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(h) FLEXOPACKFRANCE: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(i) FLEXOPACK USA INC.: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(j) FLEXOPACK IRELAND LIMITED: (subsidiary), in which the Company participates with 100% through
its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(k) FLEXOPACK DENMARK APS: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(l) INOVA PLASTICS AEBE: (affiliate), in which the Company participates with 50% of the shares and
voting rights and
(m) VLACHOU BROS SA: (affiliate), in which the Company participates with a percentage of 47.71% of
the shares and voting rights.
Moreover, the significant direct or indirect holdings in the voting rights of the Company, according to the
definition of provisions of articles 9 through 11 of l. 3556/2007, are the following:
(a) Stamatis Ginosatis, percentage of 30.886% (direct participation)
(b) Georgios Ginosatis, percentage of 17.437% (direct participation)
(c) Nikolaos Ginosatis, percentage of 16.289% (direct participation)
• as regards to item d’: there are no kind of securities (including shares), that provide special control rights.
• as regards to item f΄: there are no known limitations on voting rights (such as limitation of voting rights
on owners of a specific percentage or number of shares, deadlines to exercise voting rights, or systems
through which with the cooperation of the Company financial rights emanating from shares are
distinguished by the ownership of the shares). As regards to exercising voting rights during the General
Meeting, extensive reference is made in Part C of the present Corporate Governance Statement.
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• as regards to item h΄: regarding the appointment and replacement of Board members and regarding the
amendment of the Company’s Memorandum of Association, there are no rules that differ from those stated
by Law 4548/2018, as currently in effect. Such rules are described in detail in Part A of the present
Corporate Governance Code.
• as regards to item o΄: there are no special authorities of Board members as regards to the issue or
buyback of shares. It is noted that pursuant to a relevant decision of the Annual Ordinary General Meeting
of Shareholders of 26 June 2020, the Board of Directors of the Company was granted the authority to
purchase a maximum of 586,001 treasury shares, within a period of twenty-four (24) months from the
date of the above decision and in accordance with the terms and restrictions set by article 49 of Law
4548/2018, with a purchase price range between three Euros (3.00 €) per share (threshold) and eight
Euros (8.00 €) per share (ceiling), while the relevant procedure in order to implement the decision taken
above, was activated on 13.07.2020. At the date of preparation of this Report, the Company holds 96,450
treasury shares.
• points e’, g’, i’ and ia; do not apply.
PART F – SPECIAL STATEMENTS
1.1 During the closed corporate year 2021 (01.01.2021-31.12.2021), the Board of Directors carried out
an annual review of the corporate strategy, the main business risks faced by the Company in the sector
in which it operates, as well as the systems of internal control applied by the Company and found the
following:
The corporate strategy is implemented appropriately and in accordance with the planning of the
competent Directorates, in order for the Company to continue to stand out for the promotion of
innovative products and services, the establishment of long-term relationships of trust and the creation
of a sense of intimacy with its business partners, thus developing further its business model,
The main areas of business and financial risk of the Company as well as the issues that may have a
significant impact on its financial statements, according to the size and complexity of its activities are
included and are in detail analysed as well their addressing in the relevant Section of the Management
Report of Board of Directors and finally
the internal control is carried out in accordance with the current legislative and regulatory framework
and the principles of the Code of Ethics, and covers the main activities of the company, in order to
determine the adequacy of the management and organization systems of the audited entity to diagnose
any irregularities, errors, weaknesses and possible fraud that may result in mismanagement and/or loss
of assets and to verify the reliability of the measurement and presentation of the financial figures that
constitute the image of the entity.
1.2 The Board of Directors of the Company declares and confirms hereby that the Audit Company, which
is in charge of carrying out the mandatory audit of the annual and semi-annual Financial Statements
(corporate and consolidated), as well as the issuance of the annual tax certificate and tax compliance
report, provided with the approval of the Audit Committee authorized non-audit services to the Company
amounting to 3,450 euros and therefore no direct or indirect impact exists on the objectivity, integrity,
reliability and effectiveness of the statutory audit.
PART G – SUSTAINABLE DEVELOPMENT POLICY
1.1. Introduction
Both the Company and the Group attach great importance to sustainable development and corporate
social responsibility. The Company's vision is to continue to be one of the most important Greek
companies with a strong international presence and a parallel contribution to sustainable development.
The framework of sustainable development that governs the Company is reflected in the Sustainable
Development Policy implemented by the Company, which is based on the following axes:
Corporate Governance
Market
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Human Resources
Environment
Local Community
1.2 In particular:
Corporate Governance
The Company adopts and implements the most appropriate for it corporate governance structures,
benchmarks and policies and procedures, which support all its activities aiming at protecting and
creating long-term value for its shareholders and other stakeholders. It follows high standards of
professional and ethical ethics and incorporates appropriate mechanisms in its operation in order to act
in accordance with the current institutional framework.
Market
The Company takes care of the more complete coverage of the constantly changing needs of the market
but also of the expectations of its customers, investing in the development of new products and in the
upgrading and development of the existing ones. The prevention of waste and the extension of packaged
foods’ life constitute for the Company primary factors for the continuous improvement and evolution of
its products. In addition, the Company trades fairly and ethically with both its customers and suppliers.
Human Resources
The Company respects the rights of its employees, strictly implements the current labor legislation and
provides equal opportunities to its employees with respect for diversity. It ensures the proper functioning
of the working environment based on the principles of transparency, integrity and respect and provides
the necessary training and development opportunities to all its human resources. It also constantly
takes care of ensuring health and safety in the workplace, taking appropriate measures to prevent and
avoid accidents and injuries.
Environment
The Company, taking care of the protection of the environment and the reduction of the consequences
of climate change, formulates its business strategy appropriately, takes strict measures which, as far
as possible, extend beyond the provisions of the current legislation and sets specific goals. In order to
achieve the above, the Company continuously invests in:
the best available techniques and actions aimed at substantially reducing its environmental
footprint,
research into recycling technologies and the use of recycled and reusable transport packaging
to prevent packaging waste generation and reuse, recycling and effective use of them;
in efficient technologies and production processes in order to reduce the energy consumed in
the production process of its products but also the consumption of energy from renewable
energy sources.
Local Community
The Company, throughout its range of operations, takes care of building relationships of trust with the
local communities in which it operates, as well as for the minimization of the inconvenience caused to
them. It focuses on improving the well-being of citizens in areas such as health and education and
makes donations to organizations and charities.
The business decisions taken by the Management of the Company are always guided by the protection
and safety of the members of the local community. The Company also, by giving priority to the
recruitment of employees from the local communities, contributes to the economic development of the
local communities in the countries in which it operates, being one of the largest employers in the areas
where its factories operate.
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This Corporate Governance Statement is an integral and special part of the Annual Report (Management)
of the Board of Directors of the Company
SECTION I
Group’s course and outlook for the current financial year 2022
In view of the strong export orientation of the Group, it should be noted that its prospects, results and
course for the current fiscal year 2022 are directly related to the conditions prevailing on the one hand
in the global, and on the other hand in the domestic economy and marketplace.
At present, there are reasonable and well-founded concerns about the course of the world economy,
the most important of which refer on the one hand to the impact of the COVID-19 pandemic, which has
created a public health crisis that has affected and continues to affect the global economy, and on
theother hand to the developments and the general adverse effects from the war in Ukraine.
The global economic activity that was hit by the unprecedented and severe disruption due to the Covid-
19 pandemic has been disrupting the transport and supply chains since the beginning of 2022 with the
following main features.
1. Continuing shortages of key raw material categories worldwide.
2. Significant and continuous increases in the price of raw materials in the international market.
3. Significant increase in transport costs and in particular the charter rates for container transport.
4. Significant increase in energy costs and consequently further burden on production costs.
The above events in combination with the recent Russian invasion of Ukraine and the consequent
significant surge in prices of energy, industrial metals and other goods reasonably intensify concerns
about the course of the current fiscal year 2022.
The Management of the Group with a high sense of responsibility towards the employees, the customers,
the suppliers, the partners and the investors, closely monitors all developments related on the one hand
to the unprecedented health crisis and on the other hand to the impact of the Russia-Ukraine war,
systematically evaluates all possible risk factors, which may affect the financial position, activities and
results of the Group and has been taking all appropriate measures to ensure the smooth operation and
business continuity of the Group.
Despite the prevailing conditions of insecurity and uncertainty, the Group, both at the reporting date of
the semi-annual Financial Statements and at the date of their approval, maintains satisfactory capital
adequacy and liquidity and continues to be fully consistent with its liabilities to suppliers, government
agencies, insurance companies and other creditors. At the same time, the Group takes all the necessary
steps to absorb the shocks of financial turmoil, to adapt to the possibility of operating in a modified
working environment and to maintain employment positions.
Nevertheless, as the disruption in the transport and supply chains as well as the energy crisis are in
progress, without any signs of de-escalation being visible, the Group Management is cautious regarding
the future impact on the prospects of the Group and the Company. In this context the Management
cannot exclude the likelihood that the above factors significantly affect the overall performance, financial
position and the broader course of both the Company and the Group during the current fiscal year 2022.
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Following the above, the Group's strategy, which is oriented towards flexibility and continuous
adaptation to the current conditions, is summarized as follows:
- Improvement and continuous upgrade of the spectrum of produced products, with an emphasis on
high-quality product diversification compared to competition,
- creating new innovative products capable of meeting wider and more demanding market needs, as
well as to satisfy the customer requirements and needs,
- Further enhancement of the current modern production methods in order to meet the targets of
reduction of energy consumption, of a lower carbon footprint and facilitate the essential contribution to
sustainable development,
- Further penetration of the international markets via the maintenance or expansion of the Company’s
partnerships aiming at the utilization of the Group’s knowhow,
- Further and efficient strengthening of the infrastructure and the production facilities of both the
Company and the subsidiaries of Group, with the objective to even faster and more effectively serve the
customer base in the geographical areas where the companies are located, in order to boost the growth
potential in the relevant markets, and finally,
- Continuous development of the organizational and operating structures aiming at the further increase
of efficiency, and the greater reduction of costs.
Koropi, 19 April 2022
THE BOARD OF DIRECTORS
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CHAPTER 3: Independent Auditor’s Report
Independent Auditor's Report
To the Shareholders of “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS
COMPANY”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “FLEXOPACK S.A.”
(the Company), which comprise the separate and consolidated statement of financial position as at 31
December 2021, the separate and consolidated income statements and statements of comprehensive
income, changes in equity and cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of FLEXOPACK S.A. and its subsidiaries (the Group) as at
31 December 2021, their financial performance and their cash flows for the year then ended in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into
the Greek Legislation. Our responsibilities under those standards are further described in the “Auditor’s
Responsibilities for the Audit of the Separate and Consolidated Financial Statements” section of our report.
We are independent of the Company and its consolidated subsidiaries throughout our entire appointment
in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that
are relevant to the audit of the separate and consolidated financial statements in Greece, and we have
fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and
the above-mentioned 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 consolidated financial statements of the audited period. These matters and the
related risks of material misstatement were addressed in the context of our audit of the separate and
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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 matters
How our audit addressed the key audit matter
Inventories
At 31.12.2021 the Group holds inventories of value
amounting to € 32.45 mil. (Company: € 17.08 mil).
Inventory items are measured at a lower of cost and
net realizable value as referred to in the Group’s
accounting policies. Net realizable value is the
estimated selling price less any related selling
expenses.
Based on the above, the Management makes
appropriate estimates, based on the movement of
the inventory items recorded within the year and
plans for the following season.
We considered the area of the production cost -
inventories at year - end to be one of the key audit
matters, primarily, since inventories constitute a
significant asset, and secondly, because of the size
of the consumables and estimates required for both
- measurement of the value of inventories and
calculation of the production cost.
Information concerning the Company’s accounting
policies for inventories is referred to in Note 3.8 and
6.7 to the financial statements.
Our audit approach included, among others, the
following procedures:
Recording and examining procedures and
internal control for inventory management
designed by the Company’s Management with
regard to inventories.
Monitoring the inventory counting process and
performing physical inventory at the
warehouses.
Examined Management’s estimates of the
inventories net realizable value, which arises
from sales after the end of the reporting period.
Carrying out analytical procedures with regard to
the movement of inventories and identification of
inventories of low marketability (or movement).
Sample confirmation of correct determination of
acquisition cost and production cost of
inventories.
We also assessed the adequacy and
appropriateness of the disclosures recorded in
Note 6.7 to the financial statements.
Assessment of non
-
current assets impairment
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As at December 31, 2021, the Group has recognized
goodwill of € 252 mil. (Company: € 0), intangible
assets of € 1.98 mil. (Company: € 1.98 mil.) and
tangible assets of € 51.91 mil. (Company: € 40.30
mil.). In addition, as at December 31, 2021 the
Company holds investments in subsidiaries of €
14.32 mil. and investments in associates of € 2.20
mil. (Group: € 5.60 mil.).
In accordance with IFRS requirements, Goodwill is
tested for impairment at least annually, while
intangible assets with definite useful life, tangible
assets and investments in subsidiaries and
associates are tested for impairment whenever there
are related indications.
Taking into consideration the significant amounts of
the non-current assets mentioned above and the use
of the Management's assumptions and estimates for
the determination of the relative recoverable
amounts, we consider that assessment of
impairment of the aforementioned constitutes a key
audit matter.
Impairment testing requires the determination of
recoverable amounts based on the value in use of
the assets. Calculation of value in use is derived from
the discounted cash flow method, based on the
business plans, which incorporate key Management’s
assumptions and estimates. This requires
Management judgement on the future cash flows of
the above CGUs, and the discount rates applicable to
the projections of future cash flows.
Furthermore, the volatility of the macroeconomic
environment and competition could adversely affect
the operating performance of the Group's CGUs.
The Group and the Company’s disclosures regarding
the accounting policy, judgments and estimates used
for the analysis of the above non-current assets are
included in Notes 2.3, 3.1, 3.3, 3.4, 3.5, 3.6, 6.1,
6.2, 6.3, 6.4 and 6.5 to the financial statements.
Our audit approach included, among others, the
following procedures:
We assessed the Management’s procedures for
the identification of impairment indications
relating to non-current assets.
We assessed the M
anagement’s procedure
relating to the preparation of reliable business
plans.
We assessed the reasonableness of the
Management’s assumptions and estimates.
We assessed the
mathematical accuracy of
discounted cash flow models.
For the above procedures, where this was
deemed appropriate, we used our firm’s
specialist.
We assessed the adequacy of the related
disclosures included in Notes notes 2.3, 3.1, 3.3,
3.4, 3.5, 3.6, 6.1, 6.2, 6.3, 6.4 and 6.5 to the
financial statements.
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Other Information
Management is responsible for the other information. The other information is included in the Statements
of the Members of the Board of Directors, as referred to the “Report on other Legal and Regulatory
Requirements” section, 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 do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information 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 the procedures performed, we
conclude that there is a material misstatement therein; we are required to communicate that matter. We
have nothing to report in this respect.
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 IFRSs, as adopted 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 the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless 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 L. 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 consolidated financial
statements as an aggregate, 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, incorporated into the 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 affect 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, incorporated into the 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 that resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the 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 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 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 financial information of entities or business activities
within the Group for the purpose of expressing an opinion on the separate and consociated financial
statements to be able to draw reasonable conclusions on which to base the auditor’s opinion. Our
responsibility is to design, supervise and perform the audit of the Company and its subsidiaries. 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 the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015,
management has the responsibility for the preparation of the Board of Directors’ Report as well as the
Corporate Governance Statement included in this report, the following is to be noted:
The Board of Directors’ Report includes the Corporate Governance Statement that provides the data and
information defined under Article 152, Law 4548/2018.
In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective legal
requirements of Articles 150 and 153 and Paragraph 1 (cases c’ and d’), Article 152, Law 4548/2018 and
its content corresponds to the accompanying financial statements for the year ended as at 31/12/2021.
Based on the knowledge we acquired during our audit, we have not identified any material misstatements
in the Board of Directors’ Report in relation to the Company “FLEXOPACK S.A.” and its environment.
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2.Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with our
Additional Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation
(EU) No 537/2014.
3.Provision of Non-Audit Services
We have not rendered to the Company and its subsidiary non-prohibited non-audit services, prohibited
under Article 5, Regulation (EU) No 537/2014.
The allowed non-audit services provided by us to the Company and its subsidiaries during the financial year
that ended 31st December 2021, are disclosed in note 6.28 of the accompanying separate and consolidated
financial statements.
4.Auditor’s Appointment
We were first appointed the Company’s Chartered Accountants following as of 26/06/2020 Decision of the
Annual Regular General Meeting of the Shareholders. Our appointment has been, since then, uninterrupted
renewed by the Annual General Assembly of shareholders of the Company for 1 consecutive year.
5.Operating Regulations
The Company has in place operating regulations in accordance with the content provided by the provisions
of article 14, Law 4706/2020.
6.Assurance Report on financial statements in European Single Electronic Format (ESEF)
We examined the digital records of FLEXOPACK S.A. (hereinafter the Company), prepared in accordance
with the European Single Electronic Format (ESEF) requirements defined in the Delegated Regulation of
the European Commission (EU) 2019/815, as amended following the Regulation (EU) 2020/1989
(hereinafter ESEF Regulation) which include separate and consolidated financial statements for the year
ended as of 31 December 2021, in XHTML format (213800SD9V875QXDRR32-2021-12-31-en), as well as
the projected XBR file (213800SD9V875QXDRR32-2021-12-31-en.zip) with the appropriate mark-up, on
the aformenetioned consolidated financial statements.
Regulatory Framework
The digital records of the European Single Electronic Format (ESEF) are prepared in accordance with the
ESEF regulation and the Commission Interpretative Communication 2020/C379/01 as of November 10th,
2020, in compliance with the provisions of Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (hereinafter "ESEF regulatory framework").
In summary, this framework includes, inter alia, the following requirements:
All the annual financial statements shall be prepared in a valid XHTML format.
For all consolidated financial statements that are drawn up in accordance with IFRS, the financial reporting
included in the Statement of Comprehensive Income, in the Statement of Financial Position, in the
Statement of Changes in Equity and in the Statement of Cash Flows shall be marked-up with XBRL ‘tags’,
according to the effective ESEF Taxonomy. The technical specifications for ESEF, including the relevant
classification, are set out in the ESEF Regulatory Technical Standards.
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The requirements set out in the current ESEF regulatory framework constitute the appropriate criteria for
reaching a conclusion with 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 for the year ended as at December 31st, 2021 in accordance with the
requirements defined in the 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’ involvement and assurance report in European
Single Electronic Format (ESEF) on of issuers with a regulated market listed securities" 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, prepared by the management in accordance with ESEF, are in compliance, in all material
respects, with the effective ESEF Regulatory Framework.
We conducted our audit in accordance with the International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and we have fulfilled
our ethical obligations for independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
The assurance engagement we conducted restrictively covers the items included in the ESEF Guidelines
and was carried out in accordance with the International Standard on Assurance Engagements (ISAE) 3000,
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Reasonable
assurance is a high level of assurance, but is not a guarantee that our audit will always detect a material
misstatement regarding non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures we performed and the evidence we obtained, we conclude that the separate and
consolidated financial statements of the Company for the year ended as of December 31, 2021, in XHTML
format (213800SD9V875QXDRR32-2021-12-31-en) as well as the projected XBRL file
(213800SD9V875QXDRR32-2021-12-31-en.zip) with the appropriate mark-up, on the above consolidated
financial statements have been prepared, in all material respects, in accordance with the requirements of
the ESEF Regulatory Framework.
Athens, 20 April 2022
Certified Accountant (C.A.)
Manolis Michalios
I.C.P.A. Reg. No.: 25131
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CHAPTER 4: Annual Financial Statements
Annual Separate and Consolidated Financial Statements
As of 31
st
December 2021
(January 1st 2021 – December 31st 2021)
According to the International Financial Reporting Standards (IFRS)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
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Statement of Financial Position
GROUP COMPANY
ASSETS Note 31/12/2021 31/12/2020 31/12/2021 31/12/2020
Non-current assets
Tangible Assets 6.1 51,912 54, 429 40,301 41,645
Right-of-use Assets 6.29 925 1,110 389 671
Goodwill 6.2 252 252 0 0
Intangible Assets 6.3 1, 980 1,775 1,980 1,775
Investments in subsidiary companies 6.4 0 0 14,317 14,017
Investments in associate companies 6.5 5,600 4,884 2,199 2,199
Other Long-term Receivables 6.6 102 58 97 54
Total non-current assets
60,772
62,509
59,284
60,361
Current assets
Inventories 6.7 32,447 20,770 17,083 12,389
Trade Receivables
6.8 19,700 13,036 33,078 23,857
Other Receivables 6.9 11,115 8,490 6,758 6,191
Cash and cash equivalents 6.10 19,138 18, 021 15,700 14,673
Total current assets
82,401
60,318
72,619
57,110
Total Assets
143,172
122,826
131,902
117,470
EQUITY & LIABILITIES
Share capital 6.11.1 6,329 6,329 6,329 6,329
Share premium 6.11.1 3,316 3,316 3,316 3,316
Capital Reserves 6.11.2 22,848 18, 120 23,126 18,460
Retained Earnings 6.11.3-2.2 61,225 56,188 59,885 57,968
Total Shareholders' Equity
93,717
83,952
92,655
86,073
LIABILITIES
Long-term liabilities
Deferred tax liabilities 6.12-2.2 1,291 1, 678 1,127 1,556
Provision for employee benefits 6.13-2.2 527 4 78 527 478
Government grants 6.14 0 6 0 6
Long-term bank liabilities 6.15 12,540 11,699 10,875 9,664
Other long-term liabilities 6.15.1 0 340 0 258
Liabilities from Leases
6.29 358 557 84 383
Other provisions 6.16 633 520 238 238
Total Long-term Liabilities
15,348
15,277
12,851
12,584
Short-term liabilities
Suppliers and related liabilities 6.17 26,935 15,082 21,138 11,724
Liabilities from Leases 6.29 568 561 304 294
Liabilities from income tax 6.18 3,077 4,653 2,597 4,384
Short-term bank liabilities 6.15 3,528 3,300 2,357 2,413
Total Short-term Liabilities
34,108
23,597
26,396
18,814
Total Liabilities
49,455
38,874
39,247
31,398
Total Equity & Liabilities
143,172
122,826
131,902
117,470
The accompanying notes constitute an inseparable part of the financial statements.
The comparative figures of the Group and the Company for the year 2020 have been restated due to the change in
the accounting policy of IAS 19 (Note 2.2)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
93
Income Statement
GROUP COMPANY
Continuing Operations Note
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Turnover 6.19 114,181
96,953
93,166
82,317
Cost of Sales 6.20 (85,793) (70,065) (73,486) (61,371)
Gross Profit 28,388
26,888
19,680
20,946
Other operating income 6.22 536 565 291 455
Administrative expenses 6.20 (4,862) (4,418) (3,709) (3,328)
Research & Development Expenses 6.20 (1,569) (1,41 0) (1,447) (1,305)
Distribution expenses 6.20 (9,673) (6,632) (5,256) (3,567)
Other operating expenses 6.22 (278) (243) (64) (110)
Operating Results
12,543
14,750
9,496
13,091
Financial income 6.23 115 54 108 99
Financial expenses 6.23 (492) (596) (390) (507)
Other Financial Results 6.24 (64) (1,337) (115) (403)
Proportion of associate companies' Result 6.5 717 725 0 0
Earnings before taxes
12,818
13,595
9,099
12,280
Income tax 6.25 (2,411) (3,218) (1,813) (2,895)
Earnings after taxes
10,407
10,378
7,286
9,385
Allocated to Shareholders of the parent
10,407
10,378
7,286
9,385
Basic Earnings per share (Euro per
share) 6.31 0.8953 0.8887 0.6269 0.8037
Adjusted (Diluted) Earnings per share
(Euro per share) 6.31 0.8881 0. 8854 0.6218 0.8007
Statement of Comprehensive Income
GROUP
COMPANY
Continuing Operations
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Earnings after taxes
10,407
10,378
7,286
9,385
Other comprehensive income
Amounts which may be transferred into the results in
subsequent periods
Foreign exchange differences from
consolidation of foreign subsidiaries
62 (207) 0 0
Amounts which will not be transferred into the results
in subsequent periods
Actuarial profit-(losses) in personnel benefit
plan
17 (26) 17 (26)
Corresponding income tax
(4) 6 (4) 6
Other comprehensive income after taxes
76
(227)
13
(20)
Total comprehensive income after taxes
10,483
10,151
7,300
9,365
Allocated to :
-Shareholders of the parent
10,483
10,151
7,300
9,365
The accompanying notes constitute an inseparable part of the financial statements.
The comparative figures of the Group and the Company for the year 2020 have been restated due to the change in
the accounting policy of IAS 19 (Note 2.2)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
94
Consolidated Statement of Changes in Equity
Allocated to the shareholders of the parent company
GROUP
Share
capital
Share
premium
Reserves
FX
differences
from
consolidation
Retained
earnings
Total
Balance as at 31/12/2019 6,329
3,316
18,274
(246)
46,607
74,280
Change in accounting policy (IAS 19)
490
490
Balance as at 1/1/2020 6,329
3,316
18,274
(246)
47,098
74,770
Earnings after taxes 0
0
0
0
10,365
10,365
Other comprehensive income after taxes 0
0
0
(207) (5) (212)
Distributed dividends
0
0
0
0
(741) (741)
Formation of ordinary reserves
0
0
380
0
(380) 0
Tax free reserves Law 3908/2011
0
0
62
0
(62) 0
Transfer of amortization of grants
0
0
88
0
(88) 0
Treasury shares
0
0
(386) 0
0
(386)
Stock options
0
0
155
0
0
155
Balance as at 31/12/2020 6,329
3,316
18,573
(453)
56,188
83,952
Balance as at 1/1/2021 6,329
3,316
18,573
(453)
56,188
83,952
Earnings after taxes 0
0
0
0
10,407
10,407
Other comprehensive income after taxes 0
0
0
62
13
76
Distributed dividends
0
0
0
0
(1,011) (1,011)
Formation of ordinary reserves
0
0
469
0
(469) 0
Tax free reserves Law 3908/2011
0
0
62
0
(62) 0
Tax free reserves Law 4172/2013 0
0
50
0
(50) 0
Taxed reserves Law 4399/2016 0
0
3,786
0
(3,786) 0
Transfer of amortization of grants
0
0
6
0
(6) 0
Stock options
0
0
294
0
0
294
Balance as at 31/12/2021 6,329
3,316
23,239
(391)
61,225
93,717
The accompanying notes constitute an inseparable part of the financial statements.
The comparative figures of the Group and the Company for the year 2020 have been restated due to the change in
the accounting policy of IAS 19 (Note 2.2)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
95
Statement of Changes in Parent Company’s Equity
COMPANY
Share
capital
Share
premium
Reserves
Retained
earnings Total
Balance as at 31/12/2019 6,329
3,316
18,161
49,381
77,187
Change in accounting policy (IAS 19)
0
0
0
490
490
Balance as at 1/1/2020 6,329
3,316
18,161
49,871
77,677
Earnings after taxes 0
0
0
9,372
9,372
Other comprehensive income after taxes 0
0
0
(5) (5)
Distributed dividends
0
0
0
(741) (741)
Formation of ordinary reserves
0
0
380
(380) 0
Tax free reserves Law 3908/2011
0
0
62
(62) 0
Transfer of amortization of grants
0
0
88
(88) 0
Treasury shares
0
0
(386) 0
(386)
Stock options
0
0
155
0
155
Balance as at 31/12/2020 6,329
3,316
18,460
57,968
86,073
Balance as at 1/1/2021 6,329
3,316
18,460
57,968
86,073
Earnings after taxes 0
0
0
7,286
7,286
Other comprehensive income after taxes 0
0
0
13
13
Distributed dividends
0
0
0
(1,011) (1,011)
Formation of ordinary reserves
0
0
469
(469) 0
Tax free reserves Law 3908/2011
0
0
62
(62) 0
Tax free reserves Law 4172/2013 0
0
50
(50) 0
Taxed reserves Law 4399/2016 0
0
3,786
(3,786) 0
Transfer of amortization of grants
0
0
6
(6) 0
Stock options
0
0
294
0
294
Balance as at 31/12/2021 6,329
3,316
23,126
59,885
92,655
The accompanying notes constitute an inseparable part of the financial statements.
The comparative figures of the Group and the Company for the year 2020 have been restated due to the change in
the accounting policy of IAS 19 (Note 2.2)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
96
Statement of Cash Flows
GROUP COMPANY
Indirect method
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Cash flows from operating activities
Earnings before taxes 12,818
13,595
9,099
12,280
Adjustments on Earnings for:
Depreciation of tangible assets 5,044
5,163
3,741
3,883
Amortization of intangible assets 377
341
377
341
Amortization of right-of-use assets 590
531
303
268
Provisions 468
251
359
199
Impairment 44
113
0
0
Foreign exchange differences 64
1,337
115
403
Profit/(Loss) from the sale of tangible assets 86
(13) (2) (13)
Amortization of investment grants (6) (88) (6) (88)
Interest income (115) (54) (108) (99)
Interest expenses 492
596
390
507
Share of results in associate companies (717) (725) 0
0
Total adjustments on Earnings for Cash
Flows 6,328
7,453
5,171
5,402
19,147
21,048
14,270
17,682
Working capital changes
(Increase) / decrease of inventories (10,588) (2,023) (4,694) (947)
(Increase) / decrease of receivables (11,665) (4,253) (11,311) 142
Increase / (decrease) of liabilities 12,049
(1,088) 9,444
(1,757)
(10,205)
(7,363)
(6,561)
(2,562)
Cash flows from operating activities 8,942
13,685
7,709
15,120
minus: Income tax paid (3,034) (1,581) (2,669) (1,544)
Net cash flows from operating activities 5,908
12,104
5,040
13,576
Cash flows from investment activities
Share capital increase of subsidiary 0
0
(300) (2,300)
Purchases of tangible fixed assets (3, 409) (6,759) (2,686) (5,733)
Purchases of intangible assets (582) (249) (582) (249)
Receipts from sale of tangible and intangible
assets 2
93
2
93
Interest received 8
54
1
99
Dividend receivables 108
0
108
0
Net cash flows from investment activities (3,874)
(6,861)
(3,458)
(8,089)
Cash flows from financing activities
Proceeds from share capital increase 0
18
0
0
Receipts from issued/collected loans 7,284
7,340
7,000
4,500
Payment of loans (6,215) (7,955) (5,845) (6,695)
Interest paid (436) (533) (363) (478)
Dividends payable (1,011) (741) (1,011) (741)
Purchase of treasury shares 0
(386) 0
(386)
Payments for Lease Liabilities (651) (593) (336) (298)
Net Cash flows from financing activities (1,031)
(2,850)
(555)
(4,098)
Net (decrease)/ increase in cash and cash
equivalents 1,003
2,392
1,026
1,389
Cash and cash equivalents at the beginning of
the period 18,021
15,470
14,673
13,285
Effect from foreign exchange differences 114
158
0
0
Cash and cash equivalents at the end of the
period 19,138
18,021
15,700
14,673
The accompanying notes constitute an inseparable part of the financial statements.
The comparative figures of the Group and the Company for the year 2020 have been restated due to the change in
the accounting policy of IAS 19 (Note 2.2)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
97
1. General Information on the Company and Group
The Group operates in the sector of producing flexible plastic packaging items mainly for the food industry
but also for other advanced special applications.
The Company “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”
(hereafter mentioned as “the Company” or “FLEXOPACK”) is specifically active in the production of flexible
plastic packaging materials that broadly appeal to many sectors, the most important of which is the food
packaging sector. The Company has developed advanced know-how in the production of multiple layer
packing films, holding the leading position in the Greek market as the competition comes from a limited
number of companies that are active abroad.
The Company was initially established as a General Partnership in 1979 in Koropi Attica. In 1988 it is
converted from a General Partnership to a Société Anonyme, its current form, under the corporate name
“FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”, according to L.
1297/1972 and C.L. 2190/1920 (Gov. Gazette 11/5.1.1989, S.A. and L.T.D. issue). The company’s base
(constitutive and administrative) is located at the Municipality of Koropi Attica, at the location Tzima
(Postal Code 194 00, tel.: + 30 210 6680000) and is registered in the General Commercial Registry with
GEMI number 582101000.
The duration of the Company is indefinite.
The Company’s building facilities are located at the Tzima position in Koropi Attica, in two self-owned
plots with a total area of 29,432 sq. m. The total useful area of the building facilities amounts to 25,700
sq.m..
The Company within the year 2020 proceeded to the purchase of three land plots which are adjacent to
its existing facilities in Tzima Location of the Municipality of Kropia, with a total area of 14,160 sq.m., in
order to proceed in the future with the construction of an industrial building to expand its production
facilities. After the above purchases, the total area of land plots of the company amount to 43,592 sq.m..
From September 1995, the Company operates and is a holder of the ISO 9001 quality assurance
certificate for research, development, production, distribution and technical support of its products. The
aforementioned certificate has been granted to the Company from the company Βureau Veritas.
Furthermore, in April 2003 the Company was certified with the new hygiene standard, the British Retail
Consortium (BRC). This standard – with pan European recognition – introduces very high hygiene,
products security and quality demands.
The Company’s shares are listed and traded on the Athens Exchange from April 1996 (OASIS Code:
ΦΛΕΞΟ).
2. Basis for the preparation of the financial statements
The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31
st
2021
covering the period from January 1st up to December 31
st
2021 have been prepared in accordance with
the International Financial Reporting Standards (IFRS), as such have been adopted by the European
Union.
Also, the financial statements have been prepared based on a) the historic cost principle apart from the
Provision for personnel indemnities, derivative financial instruments and stock options where the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
98
valuation was made at fair and b) the going concern principle.
The consolidated Financial statements of the Company include the Financial statements of the parent
Company FLEXOPACK PLASTICS SA, as well as those of its subsidiaries mentioned in the following section
3.1.1 Group Structure and methods of companies’ consolidation.
The Financial statements are expressed in thousand euro.
It is noted that any differences in summations of the accompanying financial statements and analysis are
due to rounding.
Wherever it was deemed appropriate, the comparative financial accounts and items have been
reclassified in order to be aligned with any changes made in the presentation of the items of the current
year.
The accounting principles, based on which the accompanying financial statements have been prepared
and which the Group applies systematically, are consistent with those applied in the previous financial
year.
2.1 Adoption of New and Revised International Standards
2.1.1 New Standards, Interpretations, Revisions and Amendments to existing Standards that
are effective and have been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), are adopted by the European Union, and their
application is mandatory from or after 01/01/2021.
Amendments to IFRS 4 “Insurance Contracts” – deferral of IFRS 9 (effective for annual
periods starting on or after 01/01/2021)
In June 2020, the IASB issued amendments that declare deferral of the date of initial application of
IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence, the
IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9 “Financial
Instruments” in IFRS 4 “Insurance Contracts”, so that the entities are required to apply IFRS 9 for
annual periods beginning on or after January 1, 2023. The amendments do not affect the
consolidated/separate Financial Statements.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: ”Interest Rate Benchmark
Reform – Phase 2” (effective for annual periods starting on or after 01/01/2021)
In August 2020, the IASB has finalized its response to the ongoing reform of IBOR and other interest
benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement
those issued in 2019 and focus on the effects on financial statements when a company replaces the old
interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically,
the amendments relate to how a company will account for changes in the contractual cash flows of
financial instruments, how it will account for a change in its hedging relationships as a result of the
reform, as well as relevant information required to be disclosed. The amendments do not affect the
consolidated/separate Financial Statements.
Amendments to IFRS 16 “Leases”: Covid-19 – Related Rent Concessions beyond 30 June
2021 (effective for annual periods starting on or after 01/04/2021)
In March 2021, the IASB issued amendments to the practical expedient of IFRS 16, that extend the
application period by one year to cover Covid-19-related rent concessions that reduce only lease
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
99
payments due on or before 30 June 2022. The amendments do not affect the consolidated/separate
Financial Statements.
2.1.2 New Standards, Interpretations, Revisions and Amendments to existing Standards that
have not been applied yet or have not been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they have
not been adopted by the European Union.
Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”,
IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and “Annual
Improvements 2018-2020” (effective for annual periods starting on or after 01/01/2022)
In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to
three Standards as well as the Board’s Annual Improvements, which are changes that clarify the
wording or correct minor consequences, oversights or conflicts between requirements in the Standards.
More specifically:
Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the
Conceptual Framework for Financial Reporting without changing the accounting requirements for
business combinations.
Amendments to IAS 16 Property, Plant and Equipment prohibit a company from
deducting from the cost of property, plant and equipment amounts received from selling items produced
while the company is preparing the asset for its intended use. Instead, a company will recognize such
sales proceeds and related cost in profit or loss.
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets
specify which costs a company includes when assessing whether a contract will be loss-making.
Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption
of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and
the Illustrative Examples accompanying IFRS 16 Leases.
The Group will examine the impact of the above on its Financial Statements, though it is not expected
to have any. The above have been adopted by the European Union with effective date of 01/01/2022.
IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after
01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4.
The aim of the project was to provide a single principle-based standard to account for all types of
insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based
standard would enhance comparability of financial reporting among entities, jurisdictions and capital
markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about
insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB
issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first
been issued. The amendments are designed to reduce costs by simplifying some requirements in the
Standard, make financial performance easier to explain, as well as ease transition by deferring the
effective date of the Standard to 2023 and by providing additional relief to reduce the effort required
when applying the Standard for the first time. The Group will examine the impact of the above on its
Financial Statements, though it is not expected to have any. The above have been adopted by the
European Union with effective date of 01/01/2023.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
100
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for
annual periods starting on or after 01/01/2023)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation
of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the
requirement for an entity to have the right to defer settlement of the liability for at least 12 months
after the reporting period. The amendments include: (a) specifying that an entity’s right to defer
settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected
by management’s intentions or expectations about whether the entity will exercise its right to defer
settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements
for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore,
in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially
issued amendment to IAS 1, in response to the Covid-19 pandemic. The Group will examine the impact
of the above on its Financial Statements, though it is not expected to have any. The above have not
been adopted by the European Union.
Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods
starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy
disclosures. The objective of these amendments is to improve accounting policy disclosures so that
they provide more useful information to investors and other primary users of the financial statements.
More specifically, companies are required to disclose their material accounting policy information rather
than their significant accounting policies. The Group will examine the impact of the above on its
Financial Statements, though it is not expected to have any. The above have not been adopted by the
European Union.
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates” (effective for annual periods starting on or after
01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should
distinguish changes in accounting policies from changes in accounting estimates. That distinction is
important because changes in accounting estimates are applied prospectively only to future
transactions and other future events, but changes in accounting policies are generally also applied
retrospectively to past transactions and other past events. The Group will examine the impact of the
above on its Financial Statements, though it is not expected to have any. The above have not been
adopted by the European Union.
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising
from a Single Transaction” (effective for annual periods starting on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account
for deferred tax on transactions such as leases and decommissioning obligations – transactions for
which companies recognise both an asset and a liability. In specified circumstances, companies are
exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The
amendments clarify that the exemption does not apply and that companies are required to recognise
deferred tax on such transactions. The Group will examine the impact of the above on its Financial
Statements, though it is not expected to have any. The above have not been adopted by the European
Union.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
101
Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 –
Comparative Information” (effective for annual periods starting on or after 01/01/2023)
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS
17 to address an important issue related to temporary accounting mismatches between insurance
contract liabilities and financial assets in the comparative information presented when applying IFRS
17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time. The amendment aims
to improve the usefulness of comparative information for the users of the financial statements. The
Group will examine the impact of the above on its Financial Statements, though it is not expected to
have any. The above have not been adopted by the European Union.
2.2 Change in Accounting Policy (IAS 19)
Change in accounting policy regarding the distribution of defined benefits to personnel over
periods of service, in accordance with IAS 19 “Employee Benefits”
The IFRS Interpretations Committee issued in May 2021 the final decision on the agenda entitled
"Distribution of benefits in periods of service in accordance with International Accounting Standard (IAS)
19", which includes explanatory material on how to distribute benefits in periods service on a specific
defined benefit plan proportional to that defined in article 8 of Law 3198 / 1955 regarding the provision of
compensation due to retirement (the "Plan of Fixed Benefits of Labor Law").
The above decision differs from the way in which the basic principles of IAS 19 have been applied in Greece
in the past in this regard, and consequently, the entities that prepare their financial statements in
accordance with the IFRS are required to amend accordingly their accounting policy.
Until the issuance of the daily agenda’s decision, the Company applied IAS 19 by distributing the benefits
defined by article 8 of Law 3198/1955, Law 2112/1920 and its amendment by Law 4093/2012 in the period
from the recruitment until the date of retirement of the employees. The application of this final decision in
the attached financial statements has as a result the distribution of benefits in the last 16 years until the
date of retirement of employees in accordance with the scale of Law 4093/2012.
Based on the above, the implementation of this final decision has been treated as a change in accounting
policy, applying the change retroactively from the beginning of the first comparative period, in accordance
with paragraphs 19 - 22 of IAS 8.
The following tables demonstrate the impact from the implementation of the final decision for each specific
item of the financial statements that is being affected. Any lines that were not affected by the change in
the accounting policy are not included in the table:
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2.3 Significant accounting judgments, estimations and assumptions
The preparation of financial statements according to IFRS requires management to make decisions,
perform estimations and use assumptions that affect the amounts presented in the financial statements,
the assets, liabilities, as well as the disclosure of contingent assets and liabilities during the preparation
date of the financial statements and the published income and expenses amounts for the reporting period.
The actual results may differ from such estimations.
Estimations and judgments by the Management are continuously evaluated and are based on empirical
data and other factors, such as expectations for future events considered probable under specific
conditions.
Specific amounts which are included or affect the financial statements, and the relevant disclosures, must
be estimated. During the estimations, assumptions must be created as regards to the values or conditions
that cannot be known with certainty during the preparation period of the financial statements. An
important accounting estimation is considered as one that is important for the depiction of the company’s
financial position and results and demands the most difficult, subjective or complicated judgments by
management, often as a result of the need to create estimations regarding the effect of assumptions
which are uncertain. The Group evaluates such estimations on a constant basis, based on the results of
the past and based on experience, meetings with specialists, trends and other methods that are
considered appropriate under the specific circumstances.
The significant accounting judgments, estimations and assumptions that refer to data, the evolution of
Published Restated
GROUP 31/12/2020 Restatement 31/12/2020
-Statement of Financial Position
Profit carried forward 55,684 503 56,188
Total equity 83,448 503 83,952
Deferred tax liabilities 1,519 159 1,678
Provision for personnel indemnity 1,140 -662 478
-Income Statement
Earnings before taxes 13,578 17 13,595
Earnings after taxes 10,365 13 10,378
-Statement of comprehensive income
Other comprehensive income after taxes -225 -2 -227
Published Restated
COMPANY 31/12/2020 Restatement 31/12/2020
-Statement of Financial Position
Profit carried forward 57,465 503 57,968
Total equity 85,570 503 86,073
Deferred tax liabilities 1,398 159 1,556
Provision for personnel indemnity 1,140 -662 478
-Income Statement
Earnings before taxes 12,263 17 12,280
Earnings after taxes 9,372 13 9,385
-Statement of comprehensive income
Other comprehensive income after taxes -18 -2 -20
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which could affect the financial statements’ accounts, are the following.
Estimated impairment of the value of investments in subsidiaries and associates
The Group, with the exception of goodwill which is being tested for impairment on annual basis, performs
the relevant impairment audit of its investments’ value when events or conditions increase the
probability of such impairment. The recovered amounts of the cash flow generating units have been
estimated according to the calculations of the value in use. For the calculation of the value in use, the
estimated future cash flows are discounted into present value with the use of a discount factor.
The determination of the future flows is performed after in-depth analysis and estimates by the
management with regard to the level of future profitability as well as the assessment of the existing
conditions in the market. The basic assumptions which are being utilized are related to the following
factors: Discount rate, levels of sales in the next 5-year period, gross profit margin and growth rate
after the 5-year period.
The above calculations require the use of estimates.
Useful life of tangible fixed assets
Fixed assets are being depreciated along their estimated economic life.
The Management makes certain estimations regarding the useful life of depreciated fixed assets.
Provisions for impairment of trade receivables
The Group makes provisions for doubtful receivables in relation to certain customers when there is
evidence or when there are certain elements which indicate that the cash collection with regard to a
particular claim is not likely to occur. The Management of the Group proceeds with a periodical
reassessment of the adequacy of the provision regarding the doubtful receivables in relation to its credit
policy and according to the data of the Group’s Legal Department. These data derive from the processing
of historical information and from recent developments concerning cases under examination.
Income taxes of tax un-audited financial years
The provision for income tax requires judgment and is calculated by estimating the taxes that will be paid
to the tax authorities.
There are many transactions and calculations which render the final determination of the tax uncertain.
The Company recognizes liabilities from expected tax audits, based on estimates of whether or not
additional taxes will be imposed. If the final outcome of the audit is different from the initially recognized,
then the difference will affect the income tax of the period.
Recovery of deferred tax receivables
A deferred tax receivable is recognized for unutilized tax losses to the extent that there will be sufficient
taxable earnings in future in order to be offset with these tax losses. For the determination of the amount
of the deferred tax receivable which may be recognized there is the requirement of judgments and
estimations that must be made by the Group’s Management. These are based on the future taxable
earnings in combination with the tax policies that will be followed in the future.
Obsolescence of inventories
Appropriate provisions are being performed for obsolete and useless inventories whenever it is deemed
appropriate and necessary. The reductions of the inventory value at the net liquidation value and the
other losses from the inventories are recorded in the statement of results during the period when they
appear.
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3. Basic accounting principles
The accounting principles on the basis of which the attached Financial Statements have been prepared
and which are systematically applied by the Group are listed below.
3.1 Consolidation
Subsidiaries
All companies that are managed or controlled, directly or indirectly, by another company (parent) either
through the holding of majority voting rights in the undertaking or, in the case where there is no majority
shareholding, through agreement of the Company with the other shareholders in the undertaking. That is
to say that subsidiaries are companies in which control is exercised by the parent. Subsidiaries are
consolidated completely (full consolidation) with the purchase method from the date that control over them
is acquired and cease to be consolidated from the date that this control no longer exists.
The acquisition cost of a subsidiary is the fair value of the assets given as consideration, the shares issued
and the liabilities undertaken on the date of the acquisition plus any costs directly associated with the
transaction. The acquisition cost over and above the fair value of the individual assets acquired is booked
as goodwill. If the total cost of the acquisition is lower than the fair value of the individual assets acquired,
the difference is immediately booked directly in the results.
Inter-company transactions, balances and unrealized profits from transactions between Group companies
are written-off. Unrealized losses are also eliminated except if the transaction provides indication of
impairment of the transferred asset.
The participations in subsidiaries, are measured at acquisition cost minus any impairment losses in the
Company’s financial statements.
The accounting principles of subsidiaries have been adjusted when deemed necessary in order to ensure
consistency with the accounting principles adopted by the Group. The preparation date of the financial
statements of subsidiaries coincides with that of the parent Company.
Non-controlling interests represents the percentage of profit or loss and equity that don’t correspond to the
Group and are presented separately in the consolidated income statements as well as in a separate line in
equity in the consolidated statement of Financial Position.
Associate companies
Associates are companies on which the Group can exercise significant influence but not control. The
assumptions used by the group imply that a holding of between 20% and 50% of a company’s voting rights
suggests significant influence on the company. In the Financial statements of the Company, investments
in associates are measured at acquisition cost minus impairment losses, while in the consolidated financial
statements associates are consolidated with the equity method.
The Group’s share in the profit or losses of associate companies after the acquisition is recognized in the
results, while the share of changes in reserves after the acquisition is recognized in reserves. When the
Group’s share in the losses of an associate is equal or larger than its participation in the associate, including
any other doubtful debts, the Group does not recognize any further losses, except if it has covered liabilities
or made payments on behalf of the associate company.
Unrealized profits from transactions between the Group and its associates are eliminated according to the
percentage of the Group’s holding in the associates. The accounting principles of the associates have been
amended so as to conform to those adopted by the Group.
3.1.1 Structure and consolidation method of companies
The Group’s companies with the respective addresses, and percentages by which the Group participates
in their share capital, as well as the respective consolidation method in the consolidated financial
statements, are presented below.
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3.2 Operation and presentation currency and foreign currency translation
Euro is the Group’s and Company’s presentation and operation currency. Foreign exchange transactions
Name Domicile Activity
%
Participation
31/12/2021
%
Participation
31/12/2020
Type of
Participation
Relationship
that dictated
the
consolidation
Year of
Acquisition
-
Establishm
ent
Subsidiary Companies via Full Consolidation Method
FLEXOPACK AEBE
Koropi - Attica
Production - Flexible
plastic packaging
Parent
Parent
FLEXOPACK POLSKA Sp. Zo.o
Malbork
Poland
Production - Flexible
plastic packaging
100
100
Direct
The
participation
percentage
2007
FLEXOSYSTEMS LTD
Belgrade
Serbia
Trading - Flexible
plastic packaging 100 100 Direct
The
participation
percentage 2010
FLEXOPACK INTERNATIONAL
LIMITED
Larnaca
Cyprus
Holding company
100
100
Direct
The
participation
percentage
2014
FLEXOPACK PTY LTD
Brisbane
Australia
Trading -
Manufacturing
Flexible plastic
packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK ΝΖ LIMITED
Auckland New
Zealand
Trading - Flexible
plastic packaging 100 100 Indirect
The
participation
percentage 2016
FLEXOPACK TRADE AND
SERVICES UK LIMITED
Norwich
England
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK PROPERTIES PTY
LTD
Brisbane
Australia
Property portfolio
100
100
Indirect
The
participation
percentage
2017
FLEXOPACK FRANCE LIMITED Lyon France
Trading - Flexible
plastic packaging 100 100 Indirect
The
participation
percentage 2018
FLEXOPACK USA, Inc
Delaware-USA
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2020
FLEXOPACK IRELAND LIMITED
Dublin-Ireland
Trading - Flexible
plastic packaging
100
-
Indirect
The
participation
percentage
2021
FLEXOPACK DENMARK ApS
Copenhagen-
Denmark
Trading - Flexible
plastic packaging 100 - Indirect
The
participation
percentage 2021
The subsidiary company «FLEXOPACK ΝΖ LIMITED», is fully controlled by «FLEXOPACK PTY LTD».
FLEXOPACK IRELAND and FLEXOPACK DENMARK were inactive during 2021.
Associate Companies via Equity Consolidation Method
VLACHOU BROS SA
Koropi - Attica
Production - Flexible
plastic packaging
47.71
47.71
Direct
2001
ΙΝΟVA PLASTICS SA
Thiva
Production - Rigid
plastic packaging
50.00
50.00
Direct
2001
Subsidiaries "FLEXOPACK PTY LTD", "FLEXOPACK PROPERTIES PTY LTD", "FLEXOPACK TRADE AND SERVICES UK LIMITED", "FLEXOPACK
FRANCE", "FLEXOPACK USA", "FLEXOPACK IRELAND LIMITED" and "FLEXOPAC DENMARK ApS" are fully controlled from the Cypriot subsidiary
«FLEXOPACK INTERNATIONAL LIMITED» which is fully owned (100%) by the parent company "FLEXOPACK PLASTICS SA".
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are translated to euro based on the exchange rates in effect at the transaction dates. At the date when
the financial statements are prepared, receivables and liabilities in foreign currency are translated in order
to reflect the foreign exchange rates at the balance sheet date.
Profit and losses deriving from transactions in foreign currencies as well as from the valuation of foreign
currency units at the end of the year are included in the income statement, with the exclusion of
transactions that fulfill the conditions of cash flow hedging, which are depicted in the statement of
comprehensive income.
The operating currency of the foreign subsidiaries is also the official currency of the country which each
company operates in. For foreign subsidiaries which do not operate in the euro area, the conversion of
their financial statements will be as follows.
Assets and liabilities are translated with the exchange rates in effect during the date of the statement of
Financial Position.
Equity is translated with the exchange rates in effect during the dates when such resulted.
Income and expenses are translated with the average exchange rate during the period. The resulting
foreign exchange differences from the above translation are registered in the statement of comprehensive
income until the sale, write-off of a subsidiary, when such are transferred to the results for the year.
3.3 Tangible fixed assets
Tangible fixed assets are reported in the financial statements at acquisition cost, less accumulated
depreciations and any accumulated impairment losses. The acquisition cost includes all the directly
attributable expenses for the acquisition of the assets.
Subsequent expenditure is added to the carrying value of the assets or is booked as a separate asset only
if it is probable that future economic benefits will flow to the Group and their cost can be accurately
measured.
The cost of repairs and maintenance is booked in the results when such are realized.
Tangible assets under construction include fixed assets under construction and are presented at cost.
Tangible assets under construction are not depreciated until the asset is completed and ready for its
intended productive operation.
Land is not depreciated. Depreciation of other tangible fixed assets is calculated using the straight line
method over their useful lives, as follows:
Buildings: 25-50 years
Mechanical equipment: 8-15 years
Vehicles: 5-10 years
Other equipment: 3-10 years
Upon sale of tangible fixed assets, any difference between the proceeds and the carrying value are booked
as profit or loss in the results.
3.4 Goodwill
Goodwill is the difference between acquisition cost and the net assets that were acquired during the
acquisition date of the subsidiary company. The resulting acquisition expenses are accounted for in
expenses. The Company during the acquisition date recognizes the goodwill that resulted from the
acquisition, presenting such as an asset at cost. Following initial recognition, goodwill is valued at
acquisition cost less the cumulative losses due to impairment. Goodwill is not amortized however it is
reviewed annually for any impairment, or even more frequently if there are events that indicate loss.
Impairment losses related to goodwill cannot be reversed in subsequent periods.
In the case where the fair value of equity during the acquisition date of a company is larger than the price
paid for its acquisition then a negative goodwill (income) is recorded directly as income in the income
statement.
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3.5 Intangible assets
Intangible assets are presented in the financial statements at acquisition cost minus accumulated
amortization and any accumulated impairment losses.
Amortization is calculated with the straight line method through the duration of their useful economic life.
Intangible assets comprise know-how rights, patents, cost for the development of new products and
software licenses.
a) Know-how rights concern the purchase of a patent right and of all the applications of the patent of the
patent right group based on the “multiple layer heat-shrinkable packing film”, with all the rights and
obligations stemming thereof. The initial recognition of the intangible asset has been done at cost
(contractual consideration for purchase) which is reduced on an annual basis through amortization. The
useful life of the intangible asset has been estimated by the Management at 20 years. It is noted that this
right may become the object of a trade in the future.
b) Cost for the development of patents related to various products such as multiple-layer packing film,
which are exported to various countries and amortized based on their useful life as this is estimated by
Management at 20 years. The initial recognition is made at acquisition cost which is reduced annually
through amortization.
c) Expenses related directly to research, which includes the cost of raw materials used. The cost of in-
house research of products is recognized as an intangible asset. Until the completion of the research,
assets are subject to impairment reviews. Amortization begins with the completion of the asset and is
calculated based on the straight line method. The useful life of the above intangibles is estimated by
Management at 10 years.
The expenses related to research activities are recognized as expenses during the period. Expenses
realized during the research phase of a new product are recognized as intangible assets if the following
are met:
• the technical viability of the under development product for internal use or sale may be proven.
• the intangible asset will create potential future benefits from the internal use or sale.
• there are adequate and available technical, economic and other resources for the completion of its
development and
• the value of intangible asset may be reliably estimated.
d) Software: Software licenses are valued at acquisition cost less amortization. Amortization is effected
using the straight line method throughout the useful life of these assets which ranges from 1 to 10 years.
3.6 Impairment of Assets
The Group examines at each date of the annual financial statements whether and to what extent there
are indications that the value of an asset may be impaired. Apart from goodwill and intangible assets
with an indefinite economic life, which are reviewed for impairment annually, the carrying values of
other assets are subject to an impairment review when events or changing conditions imply that their
carrying value may not be recoverable. The impairment loss of an asset is recorded as an expense in
the income statement when the net book value of the asset is higher than its recoverable value. The
recoverable value is defined as the highest between the fair value less the cost of sale and the value in
use of the asset. Fair value less the cost of sale is the amount that can be received from the sale of an
asset in the context of a bilateral agreement where both parties have full knowledge and proceed on
their own will, after the deduction of any additional direct cost for the sale of the asset. Value in use is
the present value of the estimated future cash flows expected to be generated as result of the asset’s
constant use and sale at the end of its useful life. For the purposes of determining the impairment,
assets are grouped at the lowest possible level for which separate cash flows can be determined.
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3.7 Trade receivables and other receivables
The trade and other receivables are initially recognized at fair value and in a later stage are valued at
their net cost, after the deduction of any impairment losses. The impairment losses are recognized
whenever there is objective evidence that the Group is not in position to collect the entire amounts
which are due according to the contractual terms. The amount of impairment is the difference between
the book value of the receivables and the present value of the estimated future cash flows.
Regarding the provision for expected credit losses, the Group applies the simplified approach of IFRS 9
by measuring the loss provision at an amount equal to the expected lifetime credit losses for all trade
receivables and other receivables from customer contracts.
The amount of the provision is recorded as an expense in the statement of results.
3.8 Inventories
Inventories include raw and auxiliary materials, packaging items, consumables, spare parts, finished and
semi-finished products and merchandise.
The cost of inventories includes all the purchasing and manufacturing expenses as well as the expenses
that were realized in order to render the inventory at its current position and condition. The cost of
inventories does not include financial expenses.
At the balance sheet date, inventories are valued at the lower of acquisition cost and net realizable value.
Net realizable value is the estimated sales price during the normal course of business of the company less
any relevant sales expenses.
The cost of inventories is defined by the weighted average method.
With regard to obsolete and scrap inventory, relevant provisions are formed and the corresponding
losses are recorded in the statement of income during the period they arise.
3.9 Cash & cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term time deposits. Cash
& cash equivalents have negligible market risk.
3.10 Suppliers and related liabilities
The trade liabilities are initially recognized at fair value and in later stage are being valued according to
the net cost method via the utilization of the effective interest rate.
3.11 Financial Assets and Financial Liabilities
Initial recognition and subsequent measurement of financial assets
As of 1 January 2019, in accordance with IFRS 9, the following two items are used as the basis for the
classification of financial assets.
(a) the concept of an entity's business model for the management of financial assets as determined by
key management personnel (in accordance with the definitions in IAS 24); and
(b) the characteristics of the contractual cash flows of the financial asset.
Each financial asset is classified into one of three categories:
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(a) at amortized cost, when it is withheld for the purpose of collecting conventional cash flows on specific
dates consisting of the repayment of capital and interest.
(b) at fair value through other comprehensive income, when it is withheld for the purpose of collecting
conventional cash flows or for the purpose of selling it.
(c) at fair value through profit or loss, provided that it does not fall into any of the above two categories.
Financial assets recognized at amortized cost are subsequently measured using the effective interest
method and are tested for impairment. Profits and losses are recognized in profit or loss when the asset
ceases to be recognized, modified or impaired.
Financial assets of the Group and the Company that are valued at amortized cost include customer
receivables and other receivables.
The Group and the Company as at 31/12/2021 did not hold financial assets measured at fair value
through other comprehensive income measured at fair value through profit or loss.
Impairment of financial assets
The Group and the Company assess, at each reporting date, whether the value of a financial asset or a
group of financial assets has been impaired as follows:
A provision for impairment against expected credit losses for all financial assets that are not measured
at fair value through profit or loss is recognized.
Expected credit losses are based on the difference between all contractual cash flows payable under the
contract and all cash flows that the Group or the Company expects to receive, discounted at the
approximate original effective interest rate.
For corporate receivables and other receivables, the Group and the Company apply the simplified
approach for calculating the expected credit losses, i.e. at each reporting date, measure the provision
for a financial instrument for an amount equal to the expected credit loss, throughout their life without
monitoring the changes in credit risk.
Derecognition of financial assets
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized
when:
- the rights to the inflow of cash resources have expired
-The Group or the Company retains the right to receive cash flows from that asset but has also
undertaken to pay them to third parties in full without undue delay in the form of a transfer agreement;
-The Group or the Company has transferred the right to receive cash flows from that asset while either
(a) it has transferred substantially all the risks and rewards thereof or (b) has not transferred
substantially all the risks and rewards , but has passed the control of that item.
Initial recognition and subsequent measurement of financial liabilities
Financial liabilities may be classified into two categories:
(a) Financial liabilities measured at fair value through profit or loss, and
(b) Financial liabilities measured at amortized cost.
They are initially measured at their fair value less the cost of trade, in the case of loans and payables.
Financial liabilities of the Group and the Company consist of bank loans, liabilities to suppliers and related
liabilities and subsequently from initial recognition are measured at amortized cost using the effective
interest method.
Derecognition of financial liabilities
A financial liability is derecognized when the commitment resulting from the obligation is canceled or
expires. When an existing Financial Liability is replaced by another by the same Lender but under
substantially different terms or the terms of an existing liability are substantially amended, such
exchange or amendment is treated as a derecognition of the original liability and recognition of a new
liability. The difference in the respective book values is recognized in the income statement.
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Offsetting of financial receivables and liabilities
Financial assets and liabilities are offset and the net amount is reflected in the statement of Financial
Position only when the Group or the Company legally holds that right and intends to offset them on a
net basis with each other or to claim the asset and settle the obligation at the same time. The statutory
right should not depend on future events and should be capable of being executed in the normal course
of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
3.12 Financial Derivatives
The financial derivatives are initially recorded at fair value during the transaction date and subsequently
are valued at fair value. Changes in fair value are recorded in the results unless hedge accounting is
applied. The fair value of financial derivatives is defined by the price of such in an active market, or by
using valuation techniques in cases where there is no active market for such instruments.
Derivatives are classified as financial assets when their fair value is positive and as financial liabilities
when their fair value is negative.
The gains or losses resulting from changes in the fair value of derivatives are accounted for directly in
the statement of results, except for the effective part of the cash flow hedging, which is recognized in
the statement of other comprehensive income and then it is transferred to the results of the year when
the prospective transaction is finally recognized in the statement of results.
For the purposes of hedge accounting, the hedging actions are classified as follows:
• Hedging of fair value, when the risk is adjusted to changes in the fair value of an asset or liability or an
unrecognized corporate commitment.
• Cash flow hedging when the risk of cash flow variability is adjusted in relation to a recognized asset or
liability, or in relation to an extremely probable transaction.
• Hedging for net investment in foreign subsidiaries.
During the initial recognition of the transaction, the Group shall record in detail the relationship between
the hedging and the hedged item, as well as the purpose and the risk management strategy that is served
through the agreement of the hedging.
The documentation includes the determination of the hedging and the hedged item or transaction, the
nature of the risk that is being hedged and the way in which the company will evaluate the effectiveness
of the changes at fair value of the hedging instrument for the offset of the risk due to changes in the fair
value of the hedged item, meaning the cash flows relating to the hedged risk.
These compensations are expected to be extremely effective in achieving offsetting changes in fair value
or cash flows and are constantly being assessed to determine their effectiveness throughout the years
for which they have been set. The fair value of a derivative as a hedging instrument is recorded either
as a non-current asset or as a long-term liability, when the remainder of the period until maturity is
greater than 12 months, or as an asset or short-term liability if the remainder of the period until maturity
is less than 12 months.
3.13 Share capital
The share capital depicts the nominal value of the common shares issued and outstanding. The price
paid above nominal value per share is recorded in the account “Share Premium” in Equity. Direct
expenses paid for the issuance of new shares or rights are recorded in equity as a deduction from the
amounts of the issue.
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3.14 Loans
Loans are initially recognized at cost, namely at the fair value of the amount received, less any possible
direct costs for the realization of the transaction. Subsequently, loans are valued at net book cost based
on the effective interest rate method. The borrowing cost is recognized in the results of the period when
such is realized.
Borrowing cost that is directly linked to the purchase or construction of an asset, which requires a
significant period in order to render such ready for use, is capitalized as part of the asset’s acquisition
cost. From the beginning of the fixed asset’s production operation and after, the loan’s interest are
charged in the results.
Loan liabilities are classified as short-term except for the cases where the Group has the right to
postpone the payment of the liability for at least 12 months after the date of the annual financial
statements.
3.15 Income tax (Current and deferred)
The period’s charge for income tax consists of the current tax and the deferred taxes, i.e. the tax charges
or tax credits that are associated with economic benefits accruing in the period but which have been or
will be assessed by the tax authorities in different periods.
The income expense stands for the sum of the currently payable tax and the deferred tax, plus any
additional tax from previous years’ tax audit.
The tax burden of the current year is based on the year’s taxable profit. The taxable profit differs from
the net accounting profit appearing in the results since it excludes income or expenses which are taxed
or which are tax deductible in other years and since also it excludes items which are never being taxed
or being tax deductible. The tax is calculated according to the effective tax rates or those which have
been enforced at the date of the Statement of the Financial Position.
Deferred income tax is determined according to the liability method which results from the temporary
differences between the book value and the tax base of assets and liabilities.
Deferred tax assets and liabilities are valued based on the tax rates that are expected to be in effect
during the period in which the asset or liability will be settled, taking into consideration the tax rates
(and tax laws) that have been put into effect or are essentially in effect up during the date of the annual
financial statements.
Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against
the temporary difference that creates the deferred tax asset.
The Group proceeds with offsetting entries between tax receivables and tax liabilities whenever there is
a legally applicable right for such action as well as whenever the deferred tax receivables and tax
liabilities concern taxable income imposed by the same tax authority.
3.16 Employee benefits
Short-term benefits
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized
as an expense when they accrue. Any unpaid amount is booked as a liability, while in the case where the
amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an
asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments
or to reimbursement.
Post-employment Benefits
According to Law 2112/20, the Company pays to employees a compensation as a lump sum due to
retirement or dismissal. The level of the paid indemnity depends on the years of service, the level of
remuneration and whether it is due to retirement or dismissal.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
112
In Greece, the indemnity payable in the case of retirement equals with 40% of the indemnity that would
be payable in case of dismissal.
The relevant liability for employee indemnities recorded in the annual financial statements is the present
value of the commitment for the defined benefit less the changes deriving from the non-recognized
actuarial profit and loss and the service cost. The commitment for the defined benefit is calculated by an
independent actuarial officer with the use of the projected unit credit method. The liability is defined by
taking into consideration several parameters such as age, service years, salary and specific obligations
for paid benefits.
The provisions corresponding to the current financial year are recorded in the statement of comprehensive
income.
3.17 Government Grants
The Group recognizes the government grants that cumulatively satisfy the following criteria: (a) There is
reasonable certainty that the company has complied or will comply with the conditions of the grant and
(b) it is certain that the amount of the grant will be received. They are booked at fair value and are
systematically recognized as revenue according to the principle of matching the grants with the
corresponding costs that they are subsidizing.
Grants that relate to assets are included in long-term liabilities as deferred income and are recognized
systematically and rationally as revenue over the useful life of the fixed asset.
Amortization of grants is presented in “Other operating income” in the Income Statement.
3.18 Provisions for contingent claims-liabilities
Provisions constitute liabilities of uncertain time frame or amount.
Provisions are recognized when the Group has present obligations (legal or constructive) as a result of
past events, their settlement through an outflow of resources is probable and the exact amount of the
obligation can be reliably estimated. Provisions are reviewed at the end of each reporting period so that
they may reflect the present value of the outflow that is expected to be required for the settlement of
the obligation.
The provisions may differ from the possible liabilities which unlike the forecasts are not certain to be
verified in the future nor can their amount be reliably measured.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the
probability that there will be an outflow of resources is very small.
3.19 Recognition of income
Income includes the fair value of goods and services sold, net of Value Added Tax, discounts and returns.
Inter-company income within the Group is eliminated completely.
The new IFRS 15 establishes a five-step model to measure revenue arising from contracts with
customers as follows:
1. Determination of the contract (s) with the customer.
2. Determination of implementation obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations of the contract.
5. Recognition of income when the Company fulfills an obligation to execute.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
113
In accordance with IFRS 15, revenue is recognized when the customer acquires control of the goods or
services by specifying the time that the control is transferred either at a given point in time or over time
(usually in the provision of services).
The Group will recognize revenue in a way that reflects the transfer of the goods or services to customers
to the amount it expects to be entitled to in exchange for those goods or services.
Revenue from the service is recognized at the level of the completion of the services provided at the
date of the balance sheet of the total number of the services rendered and the demand is reliably
secured.
Interest income is recognized on a time proportion basis using the effective interest rate.
3.20 Leases
The Group recognizes right-of-use assets and lease liabilities for operating leases relating to the lease
of means of transport, mainly passenger cars and buildings at the beginning of the lease. The assets
with the right of use are registered separately in the statement of Financial Position on the line "Right-
of-use fixed assets".
The right of use is initially valued at the cost, which includes the amount of the initial recognition of the
lease liability, any lease payments made at the beginning or before the start of the lease minus any
lease incentives received, any initial direct costs and the estimation of the liability for any costs of
restoring the right to use an asset.
After the initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative
depreciation and impairment losses and adjusted in the event of a reassessment of the lease liability.
The right of use is amortized by the method of straight line amortization method until the end of the
lease period, unless the contract provides for the transfer of ownership of the underlying asset to the
Company at the end of the lease period. In this case, the right of use is amortized during the economic
life of the underlying asset. In addition, the right of use is checked for impairment damages, if any, and
is adjusted in cases where there is an adjustment of the lease liability.
The lease liability at initial recognition consists of the present value of future residual rent payments.
The Company uses the implied lease rate to discount future leases and, where this cannot be
determined, uses the lender's differential lending rate.
The differential lending interest rate of the lessee is the interest rate at which the lessee would be
charged if he borrowed the necessary funds to purchase an asset of similar value to the asset with the
right to use, for a similar period of time, with similar financial security and in a similar economic
environment.
Lease payments incorporated in the valuation of lease liability include the following:
- fixed payments,
- variable payments depending on an indicator or an interest rate,
- amounts expected to be paid on the basis of residual value guarantees,
- the price of the exercise of the purchase right that the Company considers that it will also exercise as
well as penalties for termination of the lease, if the determination of the duration of the lease has taken
into account the exercise of the right of termination or denouncement by the Company.
After the start date of the lease period, the lease liability decreases with the payment of the lease,
increases with the financial and economic expense and is measured constantly for any reassessments
or modifications of the lease.
A revaluation is made when there is a change in future lease payments that may result from a change
in an index or if there is a change in the Company's estimate of the amount expected to be paid for a
residual value guarantee, a change in the lease and a change in the estimate of the right to purchase
the underlying asset, if any. When the lease liability is adjusted, a corresponding adjustment is made
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
114
to the book value of the right-of-use or is recorded in the results when the book value of the right-of-
use is reduced to zero.
According to the accounting policy selected by the Group, the right to use is recognized in a distinct line
in the Balance Sheet entitled "Right-of-use fixed assets" and the liability to lease is recognized in the
"Lease liabilities" in the categories of Long-Term and Short-Term Liabilities respectively.
The Group has selected to use the exception provided by IFRS 16 and not to recognize the right to use
and the lease liability for leases not exceeding 12 months or for leases in which the underlying asset is
of low value (less than 5,000 Euros when it is new).
3.21 Dividend distribution
The distribution of dividends to shareholders of the parent Company is recognized as a liability in the
financial statements at the date on which the distribution is authorized by the Annual General
Shareholders Meeting.
3.22 Earnings per Share
Basic earnings per share are calculated by dividing the year’s net earnings corresponding to the common
shareholders with the weighted average number of shares outstanding during the same year.
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of
common shares outstanding, with the effects of all potential securities convertible into ordinary shares.
Stock options (Note 6.35) are the only category of potential securities convertible into common shares of
the Company.
For the purposes of calculating diluted earnings per share, the exercise of stock options is taken for
granted. The existing weighted number of shares outstanding is added to the difference between the
number of common shares deemed to have been issued in the exercise of the stock options and the
number of common shares that would have been issued at fair value.
The number of common shares that would have been issued at fair value is calculated by dividing the
hypothetical receipts from the stock options by the average market price of the common shares during
the reporting period.
4. Segment reporting
The Group is active in the production of flexible plastic (films) packaging materials mainly aimed at the
food industry.
Given that the conditions for application of I.F.R.S. 8 “Operating Segments” are not met, and specifically
the condition (b) and (c) of paragraph 5 of the Standard are not met, the Group’s activities are presented
as one segment.
The above conditions define that an operating segment constitutes part of the company: a) for which
operating results are reviewed regularly by the “Chief Operating Decision Maker”, which corresponds to
the parent company’s Board of Directors for the Group, in order to make decisions regarding the allocation
of resources and to assess its effectiveness and b) for which separate Financial information is available.
The geographical allocation of the Group’s sales and assets is presented in the following table.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
115
5. Risk Management
Given its exporting activities and particularly its high extrovert strategy, the Group operates within an
intense competitive international environment. The Group’s general activities create several financial
and other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The basic risk
management policies that the Group applies during the performance of its business activity are
determined by its Management. The overall risk management plan of the Group focuses on the
fluctuations of the financial markets and aims to mitigate and also minimize the potential adverse effects
of these fluctuations on the financial performance and results of the Group as a whole.
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards
suppliers and related liabilities.
The Board of Directors is responsible for the effective monitoring of the exposure to business risks and
in this context it acts with the aim of maintaining stability while at the same time facilitating continuation
of operations and the development of the Company.
The Management is responsible for the implementation of the Business Risk Management System in the
daily life of the organization. In particular, the Management is responsible for the systematic
identification and evaluation of risks that affect business activities and in addition, oversees the
formulation and timely implementation of risk management plans. It regularly evaluates the
effectiveness and the need to adjust risk management plans to achieve optimal management.
Ι. The usual financial risks to which the Group is exposed are as follows:
Α. Exchange rate risk
The Group operates on a global level and realizes transactions in foreign currency, mainly:
a) in U.S. dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound
(GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
GROUP
1/1-31/12/2021 GREECE EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers 14,927 43,252 56,002 0 114,181
Total Assets 131,902 34,587 22,356 (45,673) 143,172
Purchases of Fixed Assets 2,980 98 108 0 3,187
1/1-31/12/2020 GREECE EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs TOTAL
Income from external customers 10,943 36,168 49,841 0 96,953
Total Assets 117,470 27,305 15,670 (37,620) 122,826
Purchases of Fixed Assets 5,981 168 430 0 6,579
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
116
currency (other than Euro) whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The Group's foreign currency sales invoiced during the fiscal year 2021 represented 47.74% of total
sales, of which 13.80% concerned sales in US Dollar (USD), 5.82% sales in Polish Zloty (PLN), 19.32%
sales in Australian Dollar (AUD), 7.57% sales in British Pound (GBP) and the remaining 1.23% concerned
sales in other foreign currencies.
The Group’s priced sales in foreign currency during the year 2020 represented 36.83% of total sales, of
which 5.43% concerned sales in USD., 6.94% sales in PLN, 18.41% sales in AUD, 4.89% sales in GBP
and the remaining 1.16% sales in other foreign currencies.
The foreign exchange risk that emanates from transactions in foreign currency according to the above
is hedged with the use of placements in foreign currency and foreign exchange futures, depending on
the needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular
risk, as consequence of the broader uncertainty that exists in the global environment, exists and may
significantly affect the results of the Group during the current year 2022.
The following table presents the exposure of the Group to exchange rate risk on 31/12/2021 and more
specifically the effect on the earnings before taxes and the equity of the Group in case of a 5% change
in the exchange rates compared to the exchange rate of 31/12/2021, keeping all other variables
constant.
More specifically, the presented changes concern the exchange rates EUR/USD, EUR/PLN, EUR/AUD and
EUR/GBP.
Β. Cash flow risk due to changes in interest rates
The Group's operating income and cash flows are influenced by changes in interest rates, but the relatively
low level of bank lending in the Group and the fact that long-term bank lending has been contracted with
fixed interest rates makes this risk controlled and not capable of materially affecting the Group's activity
and development.
Sensitivity Analysis for Foreign Exchange Changes
GROUP
Foreign Currency
(decrease) of
foreign currency
against €
Effect on
earnings
before taxes
Effect on
equity
Amounts for 2021 USD 5.00% 350 322
-5.00% -350 -322
PLN 5.00% 433 717
-5.00% -433 -717
AUD 5.00% 580 639
-5.00% -580 -639
GBP 5.00% 145 158
-5.00% -145 -158
Amounts for 2020 USD 5.00% 143 115
-5.00% -143 -115
PLN 5.00% 293 581
-5.00% -293 -581
AUD 5.00% 634 542
-5.00% -634 -542
GBP 5.00% 123 111
-5.00% -123 -111
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
117
The table below shows the effect on the Group's pre-tax profits and equity on potential interest rate
changes in relation to the weighted average interest rate for the year 2021, based on the Group's total
borrowings at 31/12/2021.
Sensitivity Analysis of Group’s Loans against changes in interest rates
C. Credit risk
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company
due to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation
of the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with
reliable and creditworthy firms and companies in general, with most of which it sustains a long-term
collaboration and relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary.
To the greatest possible extent, the Group continuously and systematically monitors the performance and
financial position of its customers, in order to be pro-active and to evaluate the need to take specific
measures per customer, also according to the market characteristics and difficulties where each customer
operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existing, mainly due to the impact of the Covid 19
pandemic on the global business environment, is considered for the time being as relatively limited and
controllable according to the historic data possessed by the Group and in the context of the precautionary
measures that have been taken and as well as the procedures that have been established.
Potential credit risk exists in both cash and cash equivalents. This risk may arise from a possible inability
of a collaborating financial institution to meet its obligations towards the Group. The Group applies
procedures that limit its exposure to credit risk in relation to each financial institution.
On December 31
st
2021, the maturity of trade receivables was as follows:
Interest and expenses on received bank loans
GROUP
Interest rate
change
Effect on earnings
before taxes Effect on equity
Amounts for 2021 1% -161 -125
-1% 161 125
Amounts for 2020 1% -150 -114
-1% 150 114
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
118
From the overdue and non-impaired receivables of the Company amounting to 15,836 thousand Euros
of the above table, the amount of 14,497 thousand Euros refers to receivables of the parent company
from subsidiaries.
D. Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing
cash inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently
meet its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should
also be noted that there are adequate unused credit lines with financial institutions in order to face any
possible shortage in cash. Such case however, despite the clearly negative circumstances and conditions
particularly seen in the domestic economy over the past years, has not yet appeared.
However, given the concerns about the course of the global economy due to the effects of the pandemic,
it cannot be ruled out that this risk may affect, to a controlled degree, the liquidity of the Group.
The table below summarizes the maturity dates of the financial liabilities on 31 December 2021, based
on the payments arising from the relevant contracts, at discounted prices.
Financial Liabilities
Trade receivables
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Up to 3 months 18,751 12,583 21,176 14,379
Between 3 and 6 months 881 378 7,781 4,930
Between 6 months and 1 year 43 54 3,842 4,547
Over 1 year 24 22 279 1
19,700 13,036 33,078 23,857
Non overdue and non-impaired 17,088 11,610 17,242 11,448
Overdue and non-impaired 2,612 1,427 15,836 12,409
Total 19,700 13,036 33,078 23,857
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
119
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group based on the fully staffed and equipped Research and Development Department it owns, and
on the long-term presence in the sector it possesses, manages to differentiate its products from the
current competition and to present innovative diversified solutions. The quality of the Group’s produced
products, the strong recognition, and especially the brand name of the Group and the Company further
contribute towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real
and exists, and therefore it may affect the performance and results of the Group during the fiscal year
2022.
Β. Risk of reduced demand due to consumption slowdown
The Group is active in an intensive and competitive global environment. Its specialized know-how in
conjunction with the research, development and creation of new products and strong infrastructure in
production equipment, assist the Group to remain competitive as well as expand or achieve its penetration
in new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition
patterns, climate changes, a slowdown of the global economy etc.
GROUP 2021
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt 2,158 1,364 10,385 2,161 16,067
Other long-term liabilities 0 0 0 0 0
Lease liabilities 284 284 358 0 926
Suppliers and related liabilities 26,420 515 0 0 26,935
Taxes payable 1,216 1,396 465 0 3,077
Total 30,078 3,558 11,208 2,161 47,005
GROUP 2020
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt 2,009 1,292 10,340 1,358 14,999
Other long-term liabilities 0 0 340 0 340
Lease liabilities 322 322 474 0 1,117
Suppliers and related liabilities 14,564 519 0 0 15,083
Taxes payable 784 3,869 0 0 4,653
Total 17,679 6,001 11,154 1,358 36,192
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
120
As major disruptions in the supply chain continue to occur at this stage both in the Eurozone and globally
due to the restrictive measures taken to curb the Covid-19 pandemic, this risk is assessed as significant
and may affect the Group's performance and financial results during the current financial year 2022,
however to a limited extent, based on the information available at the preparation date of this Report.
This evidence and related data are periodically reviewed due to the high volatility of the wider economic
environment.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to price volatility of raw materials that it acquires internationally. This volatility may
result from abrupt changes in oil production prices, other chemical products or other reasons.
It should be noted that as a result of the Covid-19 pandemic, since the beginning of the year 2021 there
has been a significant disruption in the transport and supply chains with their main characteristics being
the following:
1. Continuing shortages of key raw material categories worldwide.
2. Significant and continuous increases in the price of raw materials in the international market.
3. Significant increase in transport costs and in particular the charter rates for container transport.
In addition, recent developments as a result of the war in Ukraine may have a negative impact on the
prices of the Group's raw materials.
In this context, the Group takes all necessary measures to ensure the adequacy of raw materials.
In order to reduce this risk, the Group’s inventory and commercial policy is adjusted accordingly in order
to diversify and transfer part of this risk, to the extent that this is possible and according to the current
conditions present each time as regards to competition.
Following the above, this risk in case of inability to substantially transfer the increase in the cost of raw
material prices to the price of the final product, is assessed as particularly significant and may adversely
affect the Group's results during the current year.
b) risk of rising electricity prices.
Consumption of electric energy is also a significant cost factor as regards to the Group’s production
activity.
During the fourth quarter of the closing year 2021, there was a significant increase in energy costs and
consequently an additional burden on the level of the production costs.
This risk has become even more substantial in the wake of recent developments following Russia's
invasion of Ukraine, as international oil and gas prices have risen sharply to unprecedented heights.
To address this risk, the Group invests in low power consumption equipment.
In view of the above, this risk is assessed by the Company's Management as particularly significant in
the sense that it can substantially affect the results and performance of the Group as a whole during
the current fiscal year 2022.
D. Risks related to work safety
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
121
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s
activities and operations, as well as on targeting the constant training and education of the Company’s
personnel is applied on a continuous and constant basis. Moreover, broad educational programs are
applied to systematically and fully train and educate employees on workplace safety and hygiene issues.
The application of such programs is continuously reviewed by the Company’s relevant Department with
the assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles for the Group.
For this reason, the Group takes strict measures in the areas where it operates, which in several cases
extend further than those imposed by law. The Group invests in best available techniques for protecting
the environment, it closely monitors planned changes in environmental law and it ensures to take the
necessary measures in advance so as to avoid any risk of not complying with the current legislative and
regulatory framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute
actively and substantially to the efforts of both the international community and our country to combat
climate change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its
obligations in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the
business strategy of the Group through the adoption and implementation of measures to reduce its
environmental footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction
of carbon emissions which are mainly due to the consumption of electricity which is the main source of
energy of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the
Group is to enhance its long-term value through the production of technologically advanced products
that meet the most demanding international standards along with quality, safety and sustainable
development standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order
to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent
the generation of packaging waste and the reuse, recycling and effective utilization of all materials,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
122
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in
December 2019 in a region of China and has since spread around the world, has had extremely adverse
effects on both global and domestic economic growth.
It is noted that from the first moment of the outbreak of pandemic, the Group adopted strict protocols
and procedures for health safety in accordance with the applicable regulatory framework and the
relevant guidelines of the competent authorities and thanks to the consistent observance and
implementation of these procedures managed to ensure the uninterrupted operation of all its production
units as well as their sub-departments and directorates, thus contributing to the broader national effort
to deal with the pandemic crisis.
The Management of the Group, prioritizing the protection and safety of its employees, closely monitors
the developments related to the COVID-19 pandemic and takes timely and effective measures to
manage the effects of the pandemic, to ensure its business continuity and smooth operation as well as
to reduce the negative consequences to the least extent possible.
To ensure the health of the Company's employees and associates, the following measures have been
implemented starting from the year 2020:
- setting up an action coordination team, with the participation of the Factory Manager, production
department managers and personnel management,
- preparation of a comprehensive preventive action plan,
- constant communication and coordination with the Occupational Physician, for the appropriate and
valid briefing of all employees regarding the meticulous observance of the rules of personal hygiene
and the other recommendations and instructions of EODY (National Public Health Organization),
- provision of personal protective equipment such as masks, gloves and antiseptics,
- carrying out regular disinfections at the Company's premises,
- conducting Covid tests on the personnel in collaboration with diagnostic centers,
- installation of special thermal camera for the daily thermometry of the staff and associates and
anyone entering the Company's premises,
- placement of special separation areas and implementation of telework for a large part of the
administrative personnel,
- preventive removal of persons belonging to vulnerable groups,
- tightening of the rules regarding the movements as well as the entry and exit of both the personnel
and the associates of the Company and third parties in its facilities,
- Prohibition of business trips unless there is a special exceptional approval of the Management.
The degree of uncertainty regarding the course and further spread of the Covid-19 pandemic remains
quite significant, while its economic impact both globally and at the level of different countries will
depend on the duration and severity of the health crisis, on the level of compliance with vaccination
plans in order to achieve immunity with regard to largest possible percentage of population, as well as
the emergence of new mutations which may in turn result into new pandemic waves. Therefore, the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
123
articulation of any conclusions regarding the risks, the impact and the possible effects of pandemic on
the commercial activity and the financial results of the Company and the Group remains uncertain.
However it should be also noted that despite the extremely unpredictable circumstances that arose and
the very strict restrictive measures that were taken by the authorities, the Company managed to ensure
its uninterrupted business continuity and to achieve satisfactory level of results.
Η. Capital Management
The Group’s objectives in relation to capital management are the smooth operation of its business
activities, ensuring financing for its investment plans and the optimal allocation of capital in order to
decrease the cost of capital.
For the purpose of capital management, the Group monitors the following ratio:
“Net debt to Total Employed Capital”
Net debt is calculated as total short-term and long-term interest-bearing debt minus total cash & cash
equivalents.
Total employed capital is calculated as total net debt plus total equity.
For financial years ended on December 31
st
2021 and 2020 respectively, the above financial ratio evolved
as follows.
The Group may affect its capital structure via the repayment of existing debt or the collection of new
debt, via the share capital increase or capital return towards the shareholders, and also via the
distribution or the non-distribution of dividends or through other money distributions.
EUR THOUS.
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Long-term debt obligations 12,540 11,699 10,875 9,664
Short-term bebt obligations 3,528 3,300 2,357 2,413
Total bank debt 16,068 14,999 13,232 12,077
Liabilities for Leases
926 1,117 388 676
Total Bank Debt 16,994 16,117 13,620 12,754
Minus : Cash and cash equivalents 19,138 18,021 15,700 14,673
Net Bank Debt (1) (2,145) (1,905) (2,079) (1,919)
Total Equity (2) 93,717 83,952 92,655 86,073
Total Employed Capital (1)+(2)
91,573 82,047 90,576 84,153
Net Bank Debt / Total Employed Capital -2.3% -2.3% -2.3% -2.3%
Group Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
124
6. Notes on the Financial Statements
6.1 Tangible fixed assets
The Group’s tangible fixed assets are analyzed as follows.
The Company’s tangible fixed assets are analyzed as follows.
GROUP
Tangible fixed assets
Plots Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets under
construction Total
Acquisition Cost as at January 1st 2020
7,151
22,277
67,431
3,866
1,015
101,741
Accumulated Depreciations
0
(5,689)
(39,479)
(2,621)
0
(47,788)
Book value as at January 1st 2020
7,151
16,589
27,952
1,245
1,015
53,952
Additions 2,615 437 1,535 367 1,377
6,331
FX differences
2
(264)
(486)
(17)
12
(753)
Transfers
0
187
611
4
(802)
0
Sales - Reductions
0
0
(187)
(31)
0
(218)
Depreciations of the current period
0
(830)
(4,030)
(303)
0
(5,163)
FX differences of depreciations
0
62
73
7
0
142
Depreciations of sold, written-off goods
0
0
107
31
0
138
Acquisition Cost as at December 31st 2020 9,768 22,637 68,904 4,188 1,603
107,101
Accumulated Depreciations
0
(6,457)
(43,329)
(2,886)
0
(52,672)
Book value as at December 31st 2020
9,768
16,180
25,575
1,303
1,603
54,429
Additions 54 155 2,173 369 (147)
2,605
FX differences on acquisition cost
22
(28)
20
5
1
19
Transfers
0
7
438
6
(452)
0
Sales - Reductions
0
0
(162)
(30)
0
(192)
Depreciations of the current period
0
(836)
(3,898)
(310)
0
(5,044)
FX differences of depreciations
0
7
(13)
(4)
0
(10)
Depreciations of sold, written-off goods 0 0 75 30 0
106
Acquisition Cost as at December 31st 2021 9,843 22,772 71,374 4,538 1,005
109,533
Accumulated Depreciations
0
(7,287)
(47,165)
(3,170)
0
(57,621)
Book value as at December 31st 2021
9,843
15,485
24,209
1,368
1,005
51,912
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
125
6.2 Goodwill
The amount of goodwill refers to the acquisition of the Polish company FLEXOPACK POLSKA Sp. z.o.o.
Impairment Review of Goodwill
For purposes of reviewing goodwill for possible impairment on 31/12/2021, the aforementioned subsidiary
constitutes an individual cash flow generating unit. As regards to goodwill recognized from the acquisition
of FLEXOPACK POLAND Sp. z.o.o., the recoverable amount of such was calculated based on the “value in
use”, discounting its future cash flows.
COMPANY
Tangible fixed assets
Plots Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets under
construction Total
Acquisition Cost as at January 1st 2020
5,830
18,156
55,990
3,202
773
83,951
Accumulated Depreciations
0
(4,677)
(37,195)
(2,205)
0
(44,077)
Book value as at January 1st 2020
5,830
13,479
18,795
997
773
39,874
Additions 2,615 423 1,141 321 1,233
5,733
Transfers 0 187 347 4 (538)
0
Sales - Reductions
0
0
(187)
(31)
0
(218)
Depreciations of the current period
0
(631)
(3,024)
(228)
0
(3,883)
Depreciations of sold, written-off goods
0
0
107
31
0
138
Acquisition Cost as at December 31st 2020
8,445
18,766
57,291
3,496
1,468
89,466
Accumulated Depreciations 0 (5,308) (40,111) (2,402) 0
(47,821)
Book value as at December 31st 2020 8,445 13,458 17,180 1,094 1,468 41,645
Additions
54
145
2,127
272
(200)
2,398
Transfers
0
7
351
2
(360)
0
Sales - Reductions
0
0
(14)
(30)
0
(44)
Depreciations of the current period
0
(647)
(2,849)
(245)
0
(3,741)
Depreciations of sold, written-off goods
0
0
14
30
0
44
Acquisition Cost as at December 31st 2021
8,499
18,918
59,754
3,739
909
91,819
Accumulated Depreciations 0 (5,955) (42,946) (2,617) 0 (51,518)
Book value as at December 31st 2021 8,499 12,963 16,808 1,122 909 40,301
Gross book value at December 31st 2019 252
Cumulative impairment loss 0
Net book value at December 31st 2019 252
Gross book value at December 31st 2020 252
Cumulative impairment loss 0
Net book value at December 31st 2020 252
Gross book value at December 31st 2021 252
Cumulative impairment loss 0
Net book value at December 31st 2021 252
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
126
The definition of the subsidiary’s future cash flows took place by well-founded estimations of management
for the level of the subsidiary’s future profitability and by evaluating current market conditions. The basic
assumptions regarding the estimation of the subsidiary’s value, are as follows:
Discount rate 7.88%
Average growth of turnover in the next five years 11.33%
Growth rate after five-years 1.00%
According to the impairment review on 31/12/2021 no impairment losses emerged for the above
goodwill.
6.3 Intangible assets
The Group’s and Company’s intangible assets are analyzed as follows:
Other intangible assets include know-how use rights, costs incurred for the development of trading names
and mainly costs for the establishment of patents on different applications of multiple layer packing films
abroad. They also include cost for the development of new products with a book value of 14 thousand euro
as of 31/12/2021.
6.4 Participations in Subsidiaries
In the parent financial statements, investments in subsidiaries are valued at acquisition cost.
The movement of investments is analyzed as follows.
Intangible Assets GROUP COMPANY
Software
Other
intangibles
Total
Software
Other
intangibles
Total
Acquisition Cost as at January 1st 2020
1,652
2,687
4,339
1,651
2,687
4,338
minus: Accumulated Amortization
(1,052)
(1,420)
(2,471)
(1,051)
(1,420)
(2,470)
Book value as at January 1st 2020
600
1,267
1,867
600
1,267
1,867
Additions
27
222
249
27
222
249
Amortization during the period
(162)
(180)
(341)
(162)
(180)
(341)
Acquisition Cost as at December 31st 2020
1,679
2,909
4,588
1,678
2,909
4,587
minus: Accumulated Amortization
(1,213)
(1,599)
(2,813)
(1,212)
(1,599)
(2,812)
Book value as at December 31st 2020
466
1,309
1,775
466
1,309
1,775
Additions
254
328
582
254
328
582
Amortization during the period
(197)
(180)
(377)
(197)
(180)
(377)
Acquisition Cost as at December 31st 2021
1,933
3,237
5,170
1,932
3,237
5,169
minus: Accumulated Amortization
(1,410)
(1,780)
(3,190)
(1,409)
(1,780)
(3,189)
Book value as at December 31st 2021
523
1,457
1,980
523
1,457
1,980
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
127
Condensed financial information on subsidiary companies
The above subsidiary companies are fully controlled by the Cypriot subsidiary company FLEXOPACK
INTERNATIONAL LIMITED which is fully owned (100%) by the parent company FLEXOPACK PLASTICS
AEBE.
6.5 Participations in associate companies
Participations of the Company in associate (related) companies are analyzed as follows.
31/12/2021 31/12/2020
Opening balance 14,017 11,717
Share capital increase in FLEXOPACK INTERNATIONAL LIMITED 300 2,300
Closing balance 14,317 14,017
COMPANY
31/12/2021 31/12/2020
Country
Acquisition
Cost
Acquisition
Cost
Direct participation
FLEXOPACK POLSKA Sp. Zo.o Poland 6,847 6,847
FLEXOSYSTEMS LTD BELGRADE Serbia 70 70
FLEXOPACK INTERNATIONAL LIMITED Cyprus 7,400 7,100
14,317 14,017
Indirect participation
FLEXOPACK PTY LTD Australia 4,638 4,638
FLEXOPACK TRADE AND SERVICES UK LIMITED England 200 200
FLEXOPACK PROPERTIES PTY LTD Australia 1,501 1,383
FLEXOPACK FRANCE
France
650
450
FLEXOPACK USA, INC. USA 153 153
FLEXOPACK IRELAND LTD Ireland 100 0
FLEXOPACK DENMARK APS Denmark 5 0
COMPANY
GROUP COMPANY
31/12/2021 31/12/2020
31/12/2021
31/12/2020
INOVA SA
2,237
2,084
1,199
1,199
VLACHOS BROS S.A. 3,363 2,800 1,000 1,000
5,600 4,884 2,199 2,199
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
128
The movement of investments in associate companies is as follows:
Condensed financial information on associate companies:
6.6 Other long-term receivables
The Group’s and Company’s other long-term receivables are analyzed as follows:
6.7 Inventories
The inventories of the Group and the Company are analyzed as follows:
GROUP COMPANY
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Opening balance 4,884 4,159 2,199 2,199
Proportion in profit/loss (after taxes)
705
775
0
0
Other 117 0 0 0
Dividends (105) (50) 0 0
Closing balance 5,600 4,884 2,199 2,199
Domicile
Acquisition
Cost Assets Liabilities Income
Earnings
(losses)
before
taxes
Earnings
(losses)
after
taxes
YEAR 2021
INOVA SA Ελλάδα 1,199 8,743 4,269 7,359 502 380
VLACHOS BROS S.A. Ελλάδα 1,000 29,329 22,463 23,702 1,363 1,078
YEAR 2020
INOVA SA Ελλάδα 1,199 7,836 3,668 6,129 865 646
VLACHOS BROS S.A. Ελλάδα 1,000 20,854 14,986 21,931 1,272 897
Other Long-term Receivables
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Other given Guarantees
47 54 47 54
Participation in the company CIRCULATE AB
50 0 50 0
Other Long-term Receivables
4 5 0 0
Total 102 58 97 54
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
129
6.8 Trade receivables
The Group’s and Company’s customers and other trade receivables are analyzed as follows:
As of 31 December 2021, the maturity of trade receivables was as follows:
From the overdue and non-impaired receivables of the Company amounting to 15,836 thousand Euros
of the above table, the amount of 14,497 thousand Euros refers to receivables of the parent company
from subsidiaries.
Inventories 31/12/2021 31/12/2020 31/12/2021 31/12/2020
Raw Materials 18,336 13,016 11,831 8,572
Consumables 250 172 200 138
Spare parts & packaging items 1,044 831 848 723
Products & other inventory 13,003 6,936 4,390 3,142
Total 32,633 20,956 17,269 12,575
Provisions for impairment
(186)
(186)
(186)
(186)
Total 32,447 20,770 17,083 12,389
GROUP COMPANY
Trade receivables
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Customers (open account) 17,767 12,133 8,461 6,112
Receivables from associates 1,402 945 23,765 17,507
Checks Receivable 910 295 910 295
Impairment provisions (248) (250) 0 0
Provision for credit risk
(131)
(86)
(58)
(58)
Total 19,700 13,036 33,078 23,857
GROUP
COMPANY
Trade receivables
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Up to 3 months 18,751 12,583 21,176 14,379
3 - 6 months 881 378 7,781 4,930
6 months - 1 year 43 54 3,842 4,547
Over 1 year 24 22 279 1
Total 19,700 13,036 33,078 23,857
Non overdue and non impaired 17,088 11,610 17,242 11,448
Overdue and non impaired 2,612 1,427 15,836 12,409
Total 19,700 13,036 33,078 23,857
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
130
6.9 Other receivables
The Group’s and Company’s other receivables are analyzed as follows:
6.10 Cash & cash equivalents
Cash and cash equivalents refer to the Group’s and Company’s cash in hand and to short-term bank
deposits and term deposits held at call with banks.
The Group’s and Company’s cash and cash equivalents are as follows:
6.11 Equity
6.11.1 Share Capital and Share Premium
Other receivables
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Receivables from the Greek State for income taxes 1,860 3,224 1,860 3,224
Receivables from the Greek State for V.A.T. 335 321 335 321
Receivables for other taxes 27 46 7 46
Receivables for insurance indemnities 218 0 0 0
Purchases of inventory under receipt 6,916 3,533 3,316 1,585
Discounts on purchases under settlement 1,192 886 887 763
Deferred expenses 489 181 316 181
Prepayments and loans to employees 17 206 9 19
Sundry Debtors 60 94 27 51
Total 11,115 8,490 6,758 6,191
GROUP
COMPANY
Cash and cash equivalents
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Cash in hand and at banks 19,138 18,021 15,700 14,673
Total 19,138 18,021 15,700 14,673
GROUP COMPANY
Share Capital
Share
premium
Total
31/12/2021 6,329 3,316 9,644
31/12/2020 6,329 3,316 9,644
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
131
The Company’s share capital consists of 11,720,024 common fully paid-up shares, with a nominal value
of € 0.54 each. The total share capital amounts to € 6,328,812.96.
The share premium reserve of the Company derived from the issuance of shares paid for cash at a value
higher than their nominal value.
The Company on 31.12.2021 holds 96,450 own (treasury) shares, which correspond to 0.82% of the
total shares of the Company. (Note 6.11.2)
6.11.2 Reserves
The Group’s and Company’s reserves are analyzed as follows:
Statutory reserve:
According to Greek corporate law, companies are obliged to create 5% of the period’s earnings as an
statutory reserve until such reaches one third of the paid up share capital. During the Company’s life the
statutory reserve cannot be distributed.
Special taxed reserves:
Special taxed reserves of the Parent Company were created to cover its own participation in the context
of implementing investment plans, according to the provisions of several development laws.
Reserves
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Statutory reserve 4,220 3,752 4,220 3,752
Specially taxed reserves
12,196
8,410
12,196
8,410
Tax-free reserves of development law related grants
5,137
5,132
5,137
5,132
Other reserves analyzed as follows:
Tax-exempt reserves of L. 1828/89 876 876 876 876
Tax-exempt reserves of L. 3220/2004 321 321 321 321
Tax-exempt reserves of L. 3908/2011
185
123
185
123
Tax-exempt reserves of L. 4172/2013
50
0
50
0
Reserves from specially taxed income 33 33 33 33
Other reserves 156 156 43 43
Total other reserves 1,622 1,510 1,509 1,397
Stock options
449
155
449
155
Treasury shares
(386)
(386)
(386)
(386)
Reserve from FX differences (391) (453) 0 0
Grand total 22,848 18,120 23,126 18,460
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
132
Tax-free reserves of development law grants:
They arose from the transfer of the grants received by the Company from the profit carried forward to
the capital reserves.
The Group’s Management does not intend to capitalize or distribute the above reserves and thus has not
recognized a relevant deferred tax liability.
Other reserves
Other reserves include tax-exempt reserves and reserves taxed under special provision and are analyzed
as follows.
-Tax-exempt reserves according to L. 1828/89, L. 3220/2004 and L. 3908/2011
Such reserves have been created according to the provisions of tax law and are capitalized, with the
payment of income tax.
-Tax-exempt reserves or reserves taxed according to special laws
Such reserves concern interest income that was either not taxed or on which tax has been withheld at the
source. According to Greek tax law, these reserves are exempt from income tax, with the condition that
they will not be distributed to shareholders.
The Company does not intend to distribute the above reserves and thus it has not recognized a deferred
tax liability for the income tax that will be rendered payable in case of distribution.
Stock options.
Share distribution program in the form of stock option plan, in accordance with the provisions of article
113 of law 4548/2018. (Note 6.35)
Treasury shares
The Management of the Company pursuant to the decisions of the Annual Ordinary General Meeting of
Shareholders of June 26, 2020 and the Board of Directors of July 13, 2020, announced on July 14, 2020,
the start of implementation of the Stock Repurchase Plan, which provides for the acquisition by the
Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, of a maximum
of 586,001 own (treasury) shares, which correspond to 5% of the total existing shares of the Company,
with a purchase price range between three Euros (3.00 €) per share (minimum) and eight Euros (8.00
€) per share (maximum) and with the expiration date of the above Plan set on June 26, 2022.
The Company in the framework of the above Stock Repurchase Plan, proceeded on 22.07.2020, via an
over-the-counter (OTC) transaction, with the purchase of 96,450 treasury shares with an average
purchase price of 4.00 Euros per share, and a total transaction value of 385,800 Euros.
After the aforementioned purchase, the Company on 31.12.2020 holds 96,450 treasury shares, which
correspond to a percentage of 0.82% of the total shares of the Company.
Reserve for foreign exchange differences:
This reserve is used to register foreign exchange differences from the translation of financial statements of
foreign subsidiaries.
The movement of the Group’s and Company’s reserves is as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
133
GROUP
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves Stock options
FX
differences
from
consolidation Total
Balance as at January 1st 2020
3,372
0
13,454
1,448
0
(246)
18,028
Formation of statutory reserves
380
0
0
0
0
0
380
Formation of tax free reserve Law 3908/2011 0 0 0 62 0 0 62
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0 0 88 0 0 0 88
Stock options 0 0 0 0 155 0 155
Purchase of treasury shares
0
(386)
0
0
0
0
(386)
FX differences due to consolidation of subsidiaries abroad 0 0 0 0 0 (207) (207)
Balance as at December 31st 2020 3,752 (386) 13,542 1,510 155 (453) 18,120
Formation of statutory reserves
469
0
0
0
0
0
469
Formation of tax free reserve Law 3908/2011 0 0 0 62 0 0 62
Formation of tax free reserve Law 4172/2013 0 0 0 50 0 0 50
Formation of taxed reserve Law 4399/2016
0
0
3,786
0
0
0
3,786
Transfer of amortization of grants of L. 3299/04 from balance
carried forward 0 0 6 0 0 0 6
Stock options
0
0
0
0
294
0
294
FX differences due to consolidation of subsidiaries abroad 0 0 0 0 0 62 62
Balance as at December 31st 2021 4,220 (386) 17,334 1,622 449 (391) 22,848
COMPANY
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves Stock options Total
Balance as at January 1st 2020 3,372 0 13,454 1,336 0 18,161
Formation of statutory reserves 380 0 0 0 0 380
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0 0 88 0 0 88
Stock options
0
0
0
0
155
155
Purchase of treasury shares 0 (386) 0 0 0 (386)
Balance as at December 31st 2020 3,752 (386) 13,542 1,397 155 18,460
Formation of statutory reserves 469 0 0 0 0 469
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
50
0
50
Formation of taxed reserve Law 4399/2016 0 0 3,786 0 0 3,786
Transfer of amortization of grants of L. 3299/04 from balance
carried forward 0 0 6 0 0 6
Stock options 0 0 0 0 294 294
Balance as at December 31st 2021
4,220
(386)
17,334
1,509
449
23,126
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
134
6.11.3 Retained earnings
6.12 Deferred tax assets and liabilities
The calculation of deferred tax assets and liabilities is conducted at the individual Group company level and
to the extent where receivables and liabilities arise, such are offset between each other (at the level of
each individual company).
The deferred tax assets and liabilities are offset when there is an applicable legal right to offset current tax
assets against current tax liabilities and when the deferred income taxes refer to the same tax authority.
The Group’s and the Company’s deferred tax assets and liabilities result from the following items:
Retained earnings
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Balance as at January 1st
56,188
46,607
57,968
49,381
Net Results for the period 10,407 10,365 7,286 9,372
Revaluation of earnings-(losses) from defined benefit plans
13
(18)
13
(18)
Distributed dividends
(1,011)
(741)
(1,011)
(741)
Transfers to reserves
(4,366)
(442)
(4,366)
(442)
Transfer of amortization of grants of L. 3299/04 to reserves
(6)
(88)
(6)
(88)
Balance as at December 31st 61,225 55,684 59,885 57,465
Change in accounting policy of IAS 19 (Note 2.2)
0
503
0
503
Balance as at December 31st 61,225 56,188 59,885 57,968
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
135
GROUP
31/12/2021 31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Deferred tax assets
Provision for staff indemnities
116
115
1
(13)
Trade receivables 0
0
0
(14)
Other provisions 78
82
(4)
(1)
Tax loss of subsidiaries 0
11
(11)
(2)
Expected credit loss (IFRS 9)
18
19
(1)
(0)
Valuation of derivatives
95
38
57
38
Stock options
99
37
62
37
Other
20
16
3
15
425 319 106 59
Deferred tax liabilities
Intangible assets (136) (170) 34 11
Tangible assets (1,519) (1,776) 257 202
Foreign exchange differences (60) (51) (9) (28)
Other (0) (0) (0) (0)
(1,715) (1,997) 282 185
Net deferred tax liabilities (1,291) (1,678)
Net charge of deferred tax on the results
387
244
Deferred tax recognized in the results 391 238
Deferred tax recognized in the other comprehensive income
(4)
6
Total 387 244
Deferred tax liabilities/assets
Deferred tax
Statement of Financial Position Income statement
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
136
6.13 Provision for staff indemnities due to retirement
The Group and Company recognize the liability for staff retirement indemnities as the present value of
the legal commitment for the payment of staff retirement lump sum.
The actuarial valuation of the liabilities has been carried out on the basis of the current legislation, as it
derives from L.2112 / 1920 and L.3026 / 1954 and as they were amended by L.4093 / 2012, L.4336 /
2015 and L.4194 / 2013.
The Company has not activated any special benefits program for employees other than those arising
from the above legislation, which is committed to benefits in cases of retirement for all employees.
The valuation of the liabilities is being performed in order to capture the following:
a) The obligation of the company, when an employee has provided a service in exchange for benefits to
be paid in the future and
b) The expense of the financial period, when the company consumes the financial benefits arising from
the service provided by an employee in exchange for the payment of benefits.
COMPANY
31/12/2021 31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Deferred tax assets
Provision for staff indemnities 116 115 1 16
Trade receivables 0 0 0 0
Other provisions 48 52 (4) (2)
Tax loss of subsidiaries 0 0 0 0
Expected credit loss (IFRS 9) 13 14 (1) 0
Valuation of derivatives 95 38 57 38
Stock options 99 37 62 37
Other 0 1 (1) (0)
370 257 113 90
Deferred tax liabilities
Intangible assets (136) (170) 34 11
Tangible assets (1,301) (1,593) 292 210
Foreign exchange differences (60) (51) (9) (38)
Other 0 0 0 0
(1,497) (1,814) 317 184
Net deferred tax liabilities
(1,127)
(1,556)
Net charge of deferred tax on the results 430 273
Deferred tax recognized in the results
433
267
Deferred tax recognized in the other comprehensive income
(4)
6
Total 430 273
Statement of Financial Position Income statement
Deferred tax liabilities/assets Deferred tax
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
137
Based on the current legislation (L.2112 / 1920, L.4093 / 2012, L.4336 / 2015 and L.3026 / 1954,
L.4194 / 2013) the benefit received by the employees concerns exclusively and only the amount of one-
time compensation and is given in case of normal retirement.
The amount of the benefit depends on the years of service and the amount of the salary. In the event
of exit due to retirement, the amount of compensation to be paid is equal to 40% of the pensionable
salary and varies depending on the years of service of each employee.
The relevant liability was calculated after an actuarial study on 31/12/2021 and was analyzed as follows:
Employee benefits due to retirement from service
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Balance at beginning 478 1,056 478 1,056
Change in accounting policy of IAS 19 (Note 2.2) 0 (645) 0 (645)
New balance at beginning 478 411 478 411
Debits - (credits) in the results 65 44 65 44
Debits - (credits) in the statement of total comprehensive income (17) 23 (17) 23
Balance at end 527 478 527 478
The main actuarial assumptions used are the following:
31/12/2021 31/12/2020
Discount rate 0.60% 0.60%
Future salary increases 2.00% 2.00%
Inflation 1.80% 1.50%
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
138
Employee benefits due to retirement from service
Previous
Accounting
Policy Differences
31/12/2021 31/12/2020 31/12/2020
Changes in the balance sheet liability
Net Liability to be recorded in the balance sheet at the beginning of the
year 478 411 1,056 (645)
Contributions payable by Employer - - - -
Expenditure to be entered in the income statement 87 54 74 (20)
Benefits paid within the current year by the Employer (22) (13) (13) -
Amount entered in the OCI (17) 26 23 3
Personnel transportation costs - - - -
Net Liability to be recorded in the balance sheet at the end of
the year
527 478 1,140 (662)
Changes in the present value of the liability
Present value of the liability at the beginning of the year 478 411 1,056 (645)
Interest expense 3 5 12 (7)
Current service cost 48 44 58 (13)
Employee contributions - - - -
Prior service cost 20 - - -
Cost (result) of Settlements / Curtailments / Special Cases (e.g.
Consolidations, Splits, Terminations) 16 5 4 1
Benefits paid within the current year (22) (13) (13) -
Expenses - - - -
Actuarial (profit) loss on liability (17) 26 23 3
Present value of the liability at the end of the year 527 478 1,140 (662)
- - - -
Amounts recorded in the Balance Sheet and Income Statement
and related analysis
- - - -
Balance sheet for the year
- - - -
Present value of the obligation at the end of the year 527 478 1,140 (662)
Actual value of the plan's assets at the end of the year - - - -
Net Liability to be recorded in the balance sheet at the end of
the year
527 478 1,140 (662)
New Accounting Policy
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
139
Sensitivity Analysis
The use of a discount rate higher by 0.5% would result in the actuarial liability being lower by 2% while
the exact reverse assumption, i.e. the use of a discount rate lower by 0.5% would result in the actuarial
liability being higher by 2%.
The corresponding sensitivity tests for the expected salary increase, i.e. the use of an expected salary
increase higher by 0.5% would result in the actuarial liability being higher by 2% while the exact reverse
assumption, i.e. the use of an expected salary increase lower by 0.5% would result in the actuarial liability
being lower by 2%.
6.14 Government grants
The Group has received grants that relate to fixed assets and are provided from governmental entities in
order to purchase fixed assets for long-term exploitation.
The Group registers the effect from the acceptance of government grants for fixed assets according to IAS
20, as deferred income in the category of long-term liabilities. The transfer of grants to the results of each
period is conducted with the straight line method according to the expected useful lives of the respective
fixed assets which they finance.
At the Group and Company level, the grants are analyzed as follows:
Income Statement at the end of the year
- - - -
Current service cost 48 44 58 (13)
Interest expense 3 5 12 (7)
Expected return on the plan's assets - - - -
Prior service cost 20 - - -
Cost (result) of Settlements / Curtailments / Special Cases (e.g.
Consolidations, Splits, Terminations) 16 5 4 1
Expenditure to be entered in the income statement 87 54 74 (20)
Other Comprehensive Income (OCI)
- - - -
Amount entered in the OCI (17) 26 23 3
Actuarial (profit) loss on liability due to financial assumptions 1 17 93 (76)
Actuarial (profit) loss on liability due to demographic assumptions - (18) (97) 79
Actuarial (profit) loss on liability due to evidence (18) 28 27 0
Cumulative amount entered in the OCI 86 103 220 (117)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
140
6.15 Long-term and short-term loans
The Group’s long-term bank loans are in Euro.
The Group’s total long-term debt is under floating interest rates based on 3-month Euribor and fixed
interest margins.
The Group’s short-term debt is also under floating interest rates based on Euribor plus a margin, apart
from an amount of 801 thousand Euros (based on the exchange rate of 31/12/2021) which is denominated
in Polish Zloty (PLN).
The amounts of the long-term loans which are payable within a year starting from the balance sheet date
are recorded as short-term liabilities, whereas the amounts payable at a later stage, are recorded as long-
term ones.
The Group does not possess any loans value at fair. The book values of the Group’s loans are estimated
to approach their fair value and therefore the discount which would be used for the determination of the
fair value is almost equivalent to the interest rates charged to the Group.
Long-term and short-term liabilities from the Group’s and Company’s loans are analyzed as follows:
Government grants
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Opening balance 6 93 6 93
Additions 0 0 0 0
Amortization on income (6) (88) (6) (88)
Total 0 6 0 6
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
141
The ordinary bond loans, which also carry no collateral, of the Company are the following:
A) Following the decision of its Board of Directors dated 15 November 2021, the Company signed on
November 17, 2021, a Contract for the Coverage of a Common Bond Loan through a private placement,
in accordance with the provisions of Law 4548/2018 and of Law 3156/2003, as currently in effect,
amounting to seven million Euros (7,000,000) via coverage by "National Bank of Greece SA". "National
Bank of Greece SA" was appointed Power of Attorney and Representative of the Bondholders.
The Company utilized the above loan as follows: (a) an amount of three million six hundred forty six
thousand euros (3,646,000) for the refinancing of an existing common bond loan and (b) an amount of
three million three hundred fifty four thousand euros (3,354,000), to meet needs in terms of working
capital of a long-term nature and to further serve its corporate objectives.
B) On the 24th of December 2018, the Company signed a Common, Paper, Bond Loan Coverage
Agreement through Private Placement, in accordance with the provisions of Law 3156/2003 and Cod. Law
2190/1920, with a total nominal value of Euro 5,000,000 and covered by the Banking Company under
GROUP COMPANY
31/12/2021
31/12/2020
31/12/2021
31/12/2020
Long-term debt
Common bond loans
13,232
11,877
13,232
11,877
Long-term Bank Debt
2,035
2,404
0
0
15,267 14,282 13,232 11,877
Minus part of bond loans payable in the
next period
2,357 2,213 2,357 2,213
Minus part of long-term bank debt
payable in the next period
370 370 0 0
Total long-term debt 12,540 11,699 10,875 9,664
Short-term debt
Bank debt
747
694
0
200
Factoring
53
24
0
0
Short-term portion of bond loans
2,357
2,213
2,357
2,213
Short-term portion of long-term bank
debt
370 370 0 0
Total short-term debt 3,528 3,300 2,357 2,413
Total debt 16,067 14,999 13,232 12,077
Maturities of long-term debt
Up to 1 year
2,727
2,583
2,357
2,213
2 - 5 years 10,379 10,340 8,714 8,861
Over 5 years 2,161 1,358 2,161 804
Total 15,267 14,282 13,232 11,877
Weighted average interest rate charged
on the results
2.47% 2.93% 2.73% 3.12%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
142
the name "EUROBANK ERGASIAS SA". Attorney-at-law for payments and Representative of the
Bondholders was designated "EUROBANK ERGASIAS SA".
The proceeds of this non-secured Common Bond Loan was used by the Company, on one hand, by the
amount of 3,250,000 Euros, for the refinancing of existing bank loans and, in particular, for the repayment
of a Bond Issuance of the Company with a balance of 2,250,000 Euros, as well as for a short-term loan
amounting to Euro 1,000,000 and, on the other hand, by the amount of 1,750,000 Euros, in order to
cover its working capital needs.
C) The Company on 9
th
March 2020, in continuation of the decision of the Board of Directors meeting
held on 3
rd
March 20202, signed a Contractual Agreement for the Coverage of a Common Bond Loan
via private placement, according to the clauses of Law 4548/2018 and Law 3156/2003, as they are
currently in effect, for a total nominal value of 4,500,000 million Euros and duration of seven (7) years.
The banking company under the name «ALPHA BANK SOCIETE ANONYME» covered the above mentioned
bond loan. Attorney-at-law for payments and Representative of the Bondholders was designated “ALPHA
BANK SOCIETE ANONYME”.
The above Common Bond Loan will be used by the Company as follows: (a) an amount equal to
3,928,560 Euros will be channeled to the refinancing of existing debt and (b) an amount equal to
571,440 Euros will be used for various corporate needs.
The Company has the right to proceed with an early repayment of the existing aforementioned common
bond loans without penalty or other cost.
The terms of the above bond loans include the obligation to preserve specific ratios of (a) total debt to
equity, and (b) earnings before interest, taxes, depreciation and amortization (EBITDA) to debit interest
and (c) total net debt to EBITDA.
The subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", has since 2020 entered into a long-term loan
agreement for an amount of 2.682 million Euros with a banking institution based in Poland, with the
aim of repaying the existing long-term loan to another bank and repaying the short-term loan towards
the Company that the subsidiary had received for the implementation of its investment plan. The balance
of this loan on 31/12/2021 amounted to 2.035 million Euros.
6.15.1 Other long-term liabilities
GROUP COMPANY
Other long-term liabilities 31/12/2021 31/12/2020 31/12/2021 31/12/2020
Suppliers of fixed assets
0
340
0
258
0 340 0 258
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
143
6.16 Other Provisions
6.17 Suppliers and other liabilities
The Group’s and Company’s balances for the suppliers’ and other related liabilities accounts are analyzed
as follows:
GROUP COMPANY
January 1st 2020 453 238
Additional provisions for the year
67 0
December 31st 2020
520 238
Additional provisions for the year
112 0
December 31st 2021
633 238
Analysis of provisions
Provision for other taxes 235 235
Other provisions 398 4
Total 633 238
Analysis of additional provisions for the year
Other provisions 112 0
Total 112 0
Suppliers and other liabilities
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Suppliers 21,575 11,318 17,216 8,553
Liabilities to associates 1,240 1,168 1,240 1,168
Checks payable 8 7 8 7
Customer prepayments 178 155 178 155
Sundry creditors 51 27 40 26
Derivative financial instruments 430 158 430 158
Payable employee remuneration 603 530 459 404
Accrued expenses 1,016 338 716 272
Purchases under settlement 51 105 30 0
Social Security Funds 515 463 434 463
Other taxes, other than income tax 1,267 814 388 517
Total 26,935 15,082 21,138 11,724
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
144
6.18 Liabilities from income tax
The income tax is paid via eight (8) equivalent monthly installments 6 within the same financial year
and 2 with the following year. The first installment is paid in the following month from the submission
of the tax statement which is submitted until the last day of the sixth month from the end of the
corresponding tax year.
6.19 Turnover
The Group’s and Company’s turnover is analyzed as follows:
6.20 Analysis of Expenses per category
The analysis of the Group’s expenses per category is as follows:
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Income Tax 2,804 3,456 2,246 3,162
Difference of income tax prepayment (463) 683 (385) 707
Balance of income tax for year 2020 736 515 736 515
3,077 4,653 2,597 4,384
GROUP COMPANY
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Income from sale of merchandise
30,295 18,809 13,469 12,651
Income from sale of products
79,909 75,110 75,111 66,864
Income from sale of other inventories
588 699 902 227
Income from provision of services
3,388
2,335
3,684
2,574
114,181 96,953 93,166 82,317
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
145
The analysis of the Company’s expenses per category is as follows:
GROUP
1/1-31/12/2021
1/1-31/12/2020
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee
benefits
10,468 2,056 278 3,385 16,187 9,577 1,653 342 3,024 14,597
Third party fees & expenses
580
548
7
588
1,723
433
466
10
625
1,533
Third party benefits (energy,
insurance, maintenance etc.)
7,149 599 26 273 8,047 5,701 312 25 268 6,306
Taxes - Dut ies
52
8
1
174
234
52
37
1
138
227
Various expenses (transport, export
expenses, et c.)
1,720 6,136 240 148 8,244 1,548 3,865 199 115 5,727
Depreciations of fixed assets
4,851
82
47
64
5,044
4,979
83
46
56
5,163
Amortization of intangible assets
121
47
163
46
377
96
40
166
40
342
Amortization of rights-of-use
264
191
12
123
590
240
173
6
112
531
Provision for staff indemnity
0
7
0
59
65
0
4
0
39
44
Cost of inventories recognized as an
expense
60,629 0 795 0 61,424 47,454 0 615 0 48,070
Total
85,833
9,673
1,569
4,862
101,937
70,079
6,632
1,410
4,418
82,539
Own-production of assets
(40)
0
0
0
(40)
(15)
0
0
0
(15)
Total
85,793
9,673
1,569
4,862
101,897
70,065
6,632
1,410
4,418
82,524
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee
benefits
7,365 723 278 2,745 11,110 7,096 688 342 2,440 10,567
Third party fees & expenses
358
199
7
265
830
262
200
10
257
729
Third party benefits (energy,
insurance, maintenance etc.)
5,618 189 26 210 6,042 4,590 179 25 210 5,004
Taxes - Dut ies
52
6
1
44
103
52
6
1
46
105
Various expenses (transport, export
expenses, et c.)
985 3,884 240 170 5,279 987 2,262 196 149 3,595
Depreciations of fixed assets
3,559
74
47
60
3,741
3,714
74
46
50
3,883
Amortization of intangible assets
121
47
163
46
377
96
39
166
40
341
Amortization of rights-of-use
57
127
12
108
303
52
113
6
97
268
Provision for staff indemnity
0
7
0
59
65
0
4
0
39
44
Cost of inventories recognized as an
expense
55,411 0 674 0 56,085 44,534 0 512 0 45,046
Total
73,525
5,256
1,447
3,708
83,937
61,383
3,567
1,305
3,328
69,583
Own-production of assets
(40)
0
0
0
(40)
(12)
0
0
0
(12)
Total
73,486
5,256
1,447
3,708
83,897
61,371
3,567
1,305
3,328
69,571
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
146
6.21 Employee Benefits
The Group’s and Company’s employee benefits are analyzed as follows:
Employed staff as at 31/12/21. Group 457 individuals. Company 322 individuals.
Employed staff as at 31/12/20. Group 432 individuals. Company 308 individuals.
6.22 Other Operating Income and Expenses
The Group’s and Company’s other operating income and expenses are analyzed as follows:
Employee benefits
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Wages and daily wages and benefits
11,354 10,226 7,099 6,829
Social security expenses 1,994 2,001 1,564 1,656
End of service indemnities
28 13 28 13
Other employee benefits 964 478 573 191
Total 14,340 12,719 9,263 8,689
GROUP COMPANY
Benefits towards Management
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Remuneration of Board of Directors
1,851 1,744 1,847 1,742
Other benefits of Board of Directors
143 136 143 136
Total 1,994 1,880 1,991 1,878
Fees and benefits of executive BoD members 1,947 1,241 1,944 1,241
Fees and benefits of non-executive BoD members 47 639 47 637
Total 1,994 1,880 1,991 1,878
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
147
6.23 Financial Income and Expenses
The Group’s and Company’s financial income and expenses are analyzed as follows:
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Other income
Amortization of received grants 6 88 6 88
Income from provision of services to affiliated
companies
0 0 135 135
Various indemnities 433 51 116 51
Profit from sale of fixed assets 2 13 2 13
Other income from previous years 2 239 2 47
Other income 94 173 32 120
Total 536 565 291 455
Other expenses
Provisions for expected credit losses 44 113 0 0
Losses from sale and/or write-off of assets 87 0 0 0
Other expenses from previous years 49 60 41 60
Other expenses 97 70 23 50
Total 278 243 64 110
GROUP COMPANY
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Financial income
Bank interest of related companies
0
0
0
49
Dividends receivable
108
50
108
50
Other financial income
8
4
1
0
115
54
108
99
Financial expenses
Interest and expenses of bank loans
369
462
313
425
Interest expenses from Leases (IFRS 16)
53
60
27
29
Other bank expenses
70
75
49
53
492
596
390
507
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
148
6.24 Other Financial Results
The Group’s and Company’s financial results are analyzed as follows:
The basic foreign exchange rates as of 31/12/2021 are the following:
6.25 Income Tax
The income tax of the Group and the Company is analyzed as follows:
Other Financial Results
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Foreign exchange differences realized - profit/(losses)
24
(1,170)
(69)
(463)
Foreign exchange differences from valuation of
receivables and liabilities in foreign currency profit /
(losses)
342 (9) 385 218
Profit / (Losses) from foreign exchange future
contracts
(430) (158) (430) (158)
Total (64) (1,337) (115) (403)
GROUP
COMPANY
31/12/2021 31/12/2020
US dollar (USD) 1.1326 1.2271
Polish zloty (PLN) 4.5969 4.5597
Australian dollar (AUD) 1.5615 1.5896
Pound sterling (GBP) 0.84028 0.89903
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
149
Income tax for the year 2021, has been calculated based on a tax rate of 22%. The corresponding rate
for the year 2020 was 24%.
The reduction of the tax rate was enacted by Law 4799/2021 from the fiscal year 2021 onwards.
The calculation of deferred taxes was performed with the new tax rate and this adjustment led to a
reduction of the deferred tax of the Group and the Company by 130 thousand Euros which was recorded
in the income statement and was fully recorded in the results for the year 2021.
It is noted that the effective final tax rate differs from the nominal.
There are several factors influencing the effective tax rate, the most important of which is the non-tax
deduction of certain expenses, the differences in depreciation rates between the useful lives of the fixed
assets and the rates set in the income tax and the possibility of tax-free rebates and tax- reserves.
The Company in fiscal year 2021 used a tax exemption of Law 3908/2011 amounting to € 62 thousand.
More specifically, on 28/12/2018, was published the Decision No. 141471 / YPE / 6/0003 / C / Ν.3908 /
2011 decision of completion of the Minister of Economy and Development concerning the investment of
the company that had been subject in 2011 to the provisions of the Law .3908 / 2011 in the General
Income Tax
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Income Tax 2,802 3,456 2,246 3,162
Deferred tax (Note 6.12) (391) (238) (433) (267)
Total income tax 2,411 3,218 1,813 2,895
Following, an analysis and reconciliation of the nominal and effective tax rate is presented.
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Earnings before taxes (IFRS) 12,818 13,595 9,099 12,280
Tax Rate 22% 24% 22% 24%
Income tax based on effective tax rate
2,820
3,263
2,002
2,947
Tax corresponding to:
Tax free income (42) (33) (42) (33)
Subsidiaries' loss for which no deferred tax was
recognized (722) (30) 0 0
Proportion of Results by associate companies (158) (174) 0 0
Non deductible expenses 11 92 44 42
Adjustment of deferred due to the change in tax rate (130) 0 (130) 0
Results of subsidiaries taxed with a different tax rate 266 (49) 0 0
Elimination of intra-company profit
427
210
0
0
Tax exemption Law 3908/2011
(62) (62) (62) (62)
Tax expense in the income statement 2,411 3,218 1,813 2,895
Weighted tax rate 18.81% 23.67% 19.92% 23.57%
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
150
Business category. The total benefit for the company amounts to € 308,195.72 and is granted in the form
of the tax exemption, which will be distributed equally over 5 years.
6.26 Contingent Receivables - Liabilities
Contingent liabilities are not recognized in the financial statements but are disclosed, unless the
probability of outflow of resources that incorporate financial benefits is minimal.
6.26.1 Information regarding assumed liabilities
There are no litigious claims or differences under dispute of the Company or its subsidiaries as well as
decisions by courts or arbitration bodies that could have a significant impact on the Company’s and
Group’s financial position or operation.
6.26.2 Tax un-audited financial years
In application of the relevant tax provisions : a) paragraph 1 of article 84 of Law 2238/1994 (unaudited
cases concerning income tax), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited cases related
to VAT) and c) paragraph 5 of article 9 of Law 2523/1997 (penalties imposed for income tax cases), the
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Letters of bank guarantees to third parties for the
account of subsidiaries
3,370 3,370 3,370 3,370
Letters of bank guarantees as insurance for liabilities
515 1,030 515 1,030
3,884 4,400 3,884 4,400
GROUP COMPANY
FLEXOPACK SA 2016-2021
FLEXOPACK POLSKA Sp. Zo.o 2016-2021
FLEXOSYSTEMS Ltd Belgrade 2016-2021
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS 2016-2021
FLEXOPACK PTY LTD 2016-2021
FLEXOPACK PROPERTIES PTY LTD 2017-2021
FLEXOPACK ΝΖ LIMITED 2016-2021
FLEXOPACK TRADE AND SERVICES UK LIMITED 2016-2021
FLEXOPACK FRANCE 2018-2021
FLEXOPACK USA, INC. 2020-2021
INOVA SA 2016-2021
VLACHOS BROS S.A. 2016-2021
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
151
right of the Greek State to impose any tax with regard to the fiscal years up to 2015 including, has been
waived until 31/12/2021, with the exception of special or extraordinary provisions which may provide
for a longer waiving period and under the respective conditions which these provisions stipulate.
Tax compliance report
With the article 82 §5 of Law 2238/94, beginning from year 2011, and in a later stage with the article
65A of Law 4174/2013, the Certified Auditors and the auditing firms performing mandatory audits in
societe anonyme companies are obliged to issue a Tax Compliance Report with regard to the application
of tax provisions in tax objects. The particular report is submitted to the audited company and via
electronic means to the Ministry of Finance.
For the years 2011 – 2020, the Company as well as the associate companies INOVA S.A. PLASTICS AND
IRON and VLACHOU BROS S.A. received a relevant Report, without any reservation with regard to the
tax objects which were audited. With the article 56 of Law 4410/3.8.2016 for the years from 1.1.2016,
the issuance of a Tax Compliance Report is no longer mandatory (only optional).
For the fiscal year 2021, the Company and its associate companies have been placed under the above
mentioned tax audit of the Certified Auditors Accountants and from the relevant Tax Compliance Report
which is expected to be granted, it is anticipated that no additional as well as material tax burdens will
emerge.
According to the Ministerial Decision (POL) 1006/05.01.2016, the companies for which a tax certificate
“without reservation” has been issued, are not being excluded from the obligation concerning an
ordinary tax audit from the pertinent tax authorities. As a result, the tax authorities may proceed with
their own tax audit and impose any penalties and additional taxes.
6.26.3 Information regarding contingent receivables
There are no contingent receivables that are of significance to report in the Company’s and Group’s
financial statements.
6.27 Current liens
No collateral or liens are written on the fixed assets of the parent Company.
With regard to the fixed assets of the Group, there is a lien written for a banking institution in Poland,
amounting to 3.0 million Euros, on the production facilities of the Polish subsidiary «FLEXOPACK POLSKA
Sp. Zo.o». The purpose of the lien is to be used as insurance against the repayment of a long-term bank
loan, of 2.681 million Euros, granted to the subsidiary.
6.28 Auditors’ fees
The total fees of the legal auditors of the Company and the Group are the following:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
152
Fees paid in 2021 for allowed non-audit services amount to 3,450 Euro.
6.29 Leases
The Right-of-Use Assets of the Group and the Company are analyzed as follows.
The lease liabilities of the Group and the Company are analyzed as follows.
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Audit Fees
95 86 45 45
95 86 45 45
GROUP COMPANY
Right-of-Use Assets GROUP COMPANY
Buildings
Transport
Means
Total Buildings
Transport
Means
Total
Balance as t 1 January 2020 628 549 1,177 241 390 630
Additions
69
406
474
69
240
309
Forex differences 2 (5) (3) 0 0 0
Depreciation for the year (258) (273) (531) (91) (177) (268)
Forex differences of depreciation
(7)
0
(7)
0
0
0
Book value as at 31 December 2020 434 676 1,110 218 453 671
Balance as t 1 January 2021
434
676
1,110
218
453
671
Additions
351
46
398
0
21
21
Forex differences 4 5 9 0 0 0
Depreciation for the year
(279)
(310)
(590)
(105)
(198)
(303)
Forex differences of depreciation (1) (1) (2) 0 0 0
Book value as at 31 December 2021
509
416
925
113
275
389
Lease Liabilities
GROUP
COMPANY
31/12/2021 31/12/2020 31/12/2021 31/12/2020
Short-term Leasing Liabilities 568 561 304 294
Long-term Leasing Liabilities 358 557 84 383
Total Lease Liabilities 926 1,117 388 676
Leasing liabilities are payable as follows:
Within the year 572 643 275 333
Within the second year 326 408 91 269
From 3 up to 5 years 109 156 44 124
After 5 years 0 0 0 0
Less: Discounting
(81)
(90)
(21)
(49)
Total Lease Liabilities 926 1,117 388 676
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
153
6.30 Transactions with related parties
The company’s transactions with related parties, according to IAS 24, are as follows.
It is noted that pursuant to the decision of the Board of Directors of the Company dated 24/05/2021 (in
application and execution of the previous decision of 17/05/2021 of the Board of Directors and in the
context of the authorization granted by the Annual Ordinary General Meeting of shareholders as of June
29, 2018), options for the acquisition of 75,200 shares of the Company were granted and in particular
49,800 stock options to the members of the Board of Directors of the Company and 25,400 stock options
to its managers and senior executives in accordance with the more specific terms and conditions of the
stock option plan established under article 113 of Law 4548/2018. (Note 6.35)
Notes:
It is also noted:
1/1/-31/12/2021
COMPANY
Sales of goods
and services
Purchases of
goods and
services Receivables Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o 5,080 8,139 5,421 1,239
FLEXOSYSTEMS Ltd -Belgrade 700 0 125 0
FLEXOPACK PTY LTD- AUSTRALIA 15,398 6 9,743 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 7,269 0 2,973 0
FLEXOPACK IRELAND 0 0 0 0
FLEXOPACK DENMARK 0 0 0 0
FLEXOPACK FRANCE 906 0 218 0
FLEXOPACK USA 10,800 0 3,882 0
FLEXOPACK ΝΖ LIMITED 4 0 0 0
40,157 8,145 22,363 1,240
Related/Associate Companies
ΙΝΟVA SA 318 2 91 1
VLAHOU BROS SA 3,043 314 1,311 176
OTHER RELATED PARTIES 0 143 0 0
3,361 460 1,402 177
Grand Total 43,518 8,604 23,765 1,417
Benefits towards management and executives
1/1/-
31/12/2021
1/1/-
31/12/2020
Transactions and fees of senior executives and members of the management 2,541 2,195
Receivables from senior executives and management 0 0
Liabilities towards senior executives and management 124 62
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
154
1. No other transactions related to the Company parties exist according to the provisions of the
International Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. With regard to the Company’s natural persons or executives of the Management, apart from the above
fees, no other transactions exist between the Company and the particular directors or the members of
the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could
have a material impact on the Company's financial position and performance for the period 1/1/2021-
31/12/2021.
5. The Company has granted the following guarantees and loans in favor of its subsidiary “FLEXOPACK
POLSKA Sp. Zo.o”.
(a) A guarantee towards a banking institution based in Poland for a maximum amount of 2.682 million
Euros, as insurance against the repayment of a long-term bank loan, of 2.682 million Euros. The balance
of the above loan as of 31.12.2021 had settled at 2.035 million Euros.
(b) A guarantee for a maximum amount of 2.800 million PLN (610,000 Euros approximately) as insurance
against the repayment of a short-term credit line towards the above subsidiary.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis
per related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The company's transactions with related parties within the framework of IAS 24 in the previous year
2020 are as follows.
1/1/-31/12/2020
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
4,436
8,178
3,004
1,168
FLEXOSYSTEMS Ltd -Belgrade 580 0 145 0
FLEXOPACK PTY LTD- AUSTRALIA
14,671
5
10,809
0
FLEXOPACK TRADE AND SERVICES UK LIMITED
4,094
0
1,780
0
FLEXOPACK FRANCE
407
0
241
0
FLEXOPACK USA
579
0
579
0
FLEXOPACK ΝΖ LIMITED
6
0
6
0
24,772 8,184 16,563 1,168
Related/Associate Companies
ΙΝΟVA SA
297
1
99
0
VLAHOU BROS SA
2,259
109
846
37
OTHER RELATED PARTIES
0
132
0
0
2,556 241 945 37
Grand Total 27,328 8,425 17,507 1,204
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
155
6.31 Earnings per share
Earnings per share are analyzed as follows:
Company's transactions with related parties
GROUP COMPANY
1/1/-
31/12/2021
1/1/-
31/12/2020
1/1/-
31/12/2021
1/1/-
31/12/2020
Sales of goods and services
To subsidiaries 0 0 40,157 24,691
To associates 3,253 2,556 3,253 2,556
3,253 2,556 43,410 27,247
Purchases of goods and services
From subsidiaries 0 0 8,145 8,184
From associates 317 110 317 110
From other related parties 143 132 143 132
460 241 8,604 8,425
Receivables
From subsidiaries 0 0 22,363 16,563
From associates 1,402 945 1,402 945
1,402 945 23,765 17,507
Liabilities
To subsidiaries 0 0 1,240 1,168
To associates 177 37 177 37
To other related parties 0 0 0 0
177 37 1,417 1,204
Income from dividends
From subsidiaries 0 0 0 0
From associates 108 50 108 50
108 0 108 0
Sales of fixed assets
To subsidiaries 0 0 0 81
To associates 0 0 0 0
0 0 0 81
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
156
The share capital of the Company consists of 11,720,024 common fully paid shares.
The Company on 31.12.2021 held 96,450 treasury shares, which correspond to 0.82% of the total
shares of the Company. (Note 6.11.2)
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of
ordinary shares outstanding, with the effects of all potential securities convertible into ordinary shares.
The stock option plan (Note 6.35) is the only category of potential securities convertible into common
shares that the Company currently possesses.
For the purposes of calculating diluted earnings per share, the exercise of options is taken for granted.
To the existing weighted number of shares outstanding, the difference between the number of ordinary
shares deemed to have been issued in the exercise of the rights and the number of ordinary shares that
would have been issued at fair value is added.
The number of ordinary shares that would have been issued at fair value is calculated by dividing the
hypothetical cash proceeds from the stock options by the average market price of the ordinary shares
during the reporting period.
6.32 Dividends
The Company’s Board of Directors taking into account the results of the year 2021, the broader capital
needs of the Company, as well as the wider financial environment which the Company operates in, intends
Earnings per share
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Earnings after taxes corresponding to shareholders of the parent (1) 10,407 10,378 7,286 9,385
Weighted number of shares outstanding (2) 11,623.574 11,677.216 11,623.574 11,677.216
Basic earnings per share (Euro per share) (1)/(2) 0.8953 0.8887 0.6269 0.8037
GROUP COMPANY
Adjusted (diluted) earnings per share
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Earnings after taxes corresponding to shareholders of the parent (1) 10,407 10,378 7,286 9,385
Weighted average number of shares outstanding 11,623.574 11,677.216 11,623.574 11,677.216
Number of stock options 94.294 43.793 94.294 43.793
Weighted average number of shares for the calculation of adjusted
earnings per share (2) 11,717.868 11,721.009 11,717.868 11,721.009
Adjusted (diluted) earnings per share (Euro per share)
(1)/(2) 0.8881 0.8854 0.6218 0.8007
GROUP COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
157
to propose to the Annual General Meeting of Shareholders the distribution of a dividend amounting to
1,580,806.06 Euros or 0.136 Euros per Company share.
As the distribution of the dividend requires the approval of the general meeting of shareholders, no relevant
obligation has been recognized in the financial statements for the year 2021.
6.33 Fair value measurement
The Group and the Company use the following hierarchy to identify and disclose fair values of financial
assets using the following valuation method:
Level 1: fair values are determined by reference to published active money market transactions.
Level 2: fair values are determined using measurement techniques for which all parameters that have a
material impact on the fair value of the asset are supported by observable market prices (directly or
indirectly).
Level 3: fair values are determined using measurement techniques for which the parameters that have a
significant impact on the fair value recorded are not supported by observable market prices.
The table below shows the hierarchy of the fair value of the assets and liabilities of the Group and the
Company.
On 31/12/2021 the Group had futures exchange contracts with expiration dates until 31/12/2022, to
hedge risks related to the exchange rate EUR / GBP, EUR / AUD and EUR / USD.
The fair value of the contracts (liability) was valued on 31/12/2021 at a loss of 430 thousand Euros and
was recorded in the income statement in the account "Other Financial Results".
The fair value of the granted stock options was assessed according to the Black Scholes model and on
31/12/2021 amounted to 449 thousand Euros.
The fair values of the Group's financial assets and liabilities, which consist of cash, receivables from
customers, loans and other receivables, liabilities to suppliers and related liabilities and lease liabilities,
do not differ significantly from their book values, mainly due to of their short-term nature.
The Group's bank loans have a floating interest rate and therefore their fair values do not differ
significantly from their book values.
1/1-
31/12/2021
1/1-
31/12/2020
1/1-
31/12/2021
1/1-
31/12/2020
Fair Value
Hierarchy
Short-term liabilities
Derivative financial instruments 430 158 430 158 Level 2
Capital reserves
Stock options
449
155
449
155
Level 3
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
158
6.34 Reconciliation of cash flows from financing activities
Based on the amended IAS 7, the reconciliation of debt liabilities between the statement of Financial
Position and the financing activities of the statement of cash flows is presented below:
THE GROUP 31.12.2020
1/1/-
31/12/2021 31.12.2021
Statement of
financial
position
Collections
Cash flow
statement
Payments Cash
flow statement Transfers
Statement of
financial
position
Long-term debt liabilities
11,699 7,000 -6,015 -144 12,540
Short-term liabilities 3,300 284 -200 144 3,528
14,999 7,284 -6,215 0 16,067
THE COMPANY
31.12.2020
1/1/-
31/12/2021 31.12.2021
Statement of
financial
position
Collections
Cash flow
statement
Payments Cash
flow statement Transfers
Statement of
financial
position
Long-term debt liabilities 9,664 7,000 -5,645 -144 10,875
Short-term liabilities
2,413 0 -200 144 2,357
12,077 7,000 -5,845 0 13,232
THE GROUP 31.12.2019
1/1/-
31/12/2020 31.12.2020
Statement of
financial
position
Collections
Cash flow
statement
Payments Cash
flow statement Transfers
Statement of
financial
position
Long-term debt liabilities
11,359 7,093 -6,955 202 11,699
Short-term liabilities
4,255 247 -1,000 -202 3,300
15,614 7,340 -7,955 0 14,999
THE COMPANY
31.12.2019
1/1/-
31/12/2020 31.12.2020
Statement of
financial
position
Collections
Cash flow
statement
Payments Cash
flow statement Transfers
Statement of
financial
position
Long-term debt liabilities 10,645 4,500 -5,695 214 9,664
Short-term liabilities 3,627 0 -1,000 -214 2,413
14,273 4,500 -6,695 0 12,077
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
159
6.35 Stock Option Plan to the members of the Board of Directors of the Company, senior and
other executives.
The Board of Directors of the Company, during its meeting of 17
th
May 2021 and following authorization
granted from the Annual General Meeting of shareholders of June 29, 2018, established a new program
for the distribution of shares to the members of Board of Directors, the management members and the
Company’s executives, in the form of the stock options, in accordance with the applicable regulatory
framework and specifically in accordance with the provisions of Article 113 of Law 4548/2018.
The maximum number of shares that can be granted under the above program is 75,200 shares.
The plan consists of granting options to the participants, so that the latter can acquire shares of the
Company through their participation in the latter’s share capital increase at a fixed price, amounting to
three (3.00) Euros per stock option.
The date of maturity of the stock options has been set at 29 March 2023.
The exercise of the option and the deposit by the beneficiary of the value of the options will take place
from 29.03.2023 to 20.04.2023 at the bank account of the Company which will be disclosed to the
beneficiaries.
The exercise of the options requires prior written notice from the beneficiary of his/her intention to
exercise the relevant option by the 28
th
December of 2022, i.e. three (3) months before the above
maturity date.
According to article 113, par. 3 of Law 4548/2018, after the exercise of the options by the participants,
the Board of Directors will issue and deliver the shares to the beneficiaries and will take a decision to
increase the share capital of the Company based on the amount corresponding to the options exercised.
Subsequently, the Board of Directors will take a decision to certify the payment of the amount of the
respective share capital increase.
With the decision as of 24/05/2021 of the Board of Directors of the Company, the beneficiaries were
appointed according to the more specific provisions of the Stock Option Plan and options were granted
for 75,200 shares of the Company.
It is also noted that with the decision of 09/01/2020 of the Board of Directors of the Company, and
following the authorization provided by the Annual Ordinary General Meeting of shareholders of June 29,
2018, the members of the Board of Directors, as well as the Company’s management and senior
executives have already been granted options for 75,000 shares.
6.36 Events after the reporting date of the financial statements
On February 24, 2022, there was a Russian invasion of Ukraine, which at the time of preparation of the
present Financial Report was in full swing. Although the Company maintains no significant business
exposure in the countries involved in the conflict and therefore no significant impact (direct or indirect)
has arisen with regard to its operations, the concern in the international community due to high prices
of energy, industrial metals and other goods is particularly intense.
Following the Russian invasion of Ukraine and the "response" of the Western countries with economic
retaliation, the deterioration of financial conditions must be taken for granted, due also to the fears of
a long-term exclusion of Russian natural resources from the world market.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
160
At this time, any prediction regarding the impact of the war on turnover, financial results and financial
position of both the Group and the Company is uncertain, as it is directly related to the duration and
intensity of the war activity, the length of time during which the economic measures against Russia
remain in force, as well as the way by which the crisis may be resolved.
In the year 2021, the Group's sales to Russia and Ukraine amounted to 2.337 million Euros, i.e. 2.05%
of the consolidated turnover, while receivables on 31/12/21 accounted for 33,693 Euros.
Other than the above, there are no significant events after the reporting date of the financial statements,
which concern either the Group or the Company, and whose disclosure is required by the International
Financial Reporting Standards (IFRS).
Koropi, 19/4/2022
THE CHAIRMAN THE CHIEF EXECUTIVE THE CHIEF FINANCIAL THE HEAD
OF THE BOARD OFFICER OFFICER ACCOUNTANT
GEORGIOS S. STAMATIOS S. ANASTASIOS A. ZOIS P.
GINOSATIS GINOSATIS LYBEROPOULOS ZAVERDINOS
ID NO./ΑΕ 153990 ID NO./Σ.500301 ID NO./Χ.094106 ID NO./AZ 032773
REG. NO. 3544/99 REG. NO. 0078997
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
161
APPENDIX: Report of the Audit Committee for the year 2021
Report of the Activities of the Audit Committee of the Societe Anonyme “FLEXOPACK
PLASTICS SA” for the year 2021
To the Ordinary General Meeting of Shareholders of the Company of the year 2022
Introduction
Dear Shareholders,
In our capacity as members of the Audit Committee of the Company under the name “FLEXOPACK
SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (hereinafter the "Company"),
we submit the report of the activities of the Audit Committee for the year 2021 (1.1.2021 – 31.12.2021).
The report was prepared in accordance with the provisions of article 44 of Law 4449/2017, as amended
by article 74 of Law 4706/2020.
The Audit Committee was elected by the Ordinary General Meeting of Shareholders of 25.06.2021,
constitutes an Independent Joint Committee and consists of three (3) members, of which one (1)
member comes from the independent non-executive members of the Board of Directors and two ( 2)
members are third parties, non-members of the Board of Directors. The Committee consists of the
following:
(a) Mr. Dimitris Panagotas, non-member of the Board of Directors (third party), Chairman of the Audit
Committee.
(b) Ms. Aliki Benroubi, Independent Non-Executive Member of the Board of Directors, Member of the
Audit Committee.
(c) Mr. Nikolaos Vlachos, non-member of the Board of Directors (third party), Member of the Audit
Committee.
By 25.06.2021 the Audit Committee had been elected by the Ordinary General Meeting of Shareholders
of 28.06.2019 and consisted of the same persons as follows: a third party being non member of the
Board of Directors (Mr. Dimitris Panagotas), an independent non-executive member of the Board of
Directors (Ms. Aliki Benroubi), and a non-executive member of the Board of Directors (Mr. Nikolaos
Vlachos).
During the fiscal year 2021, the Committee convened ten (10) times and discussed all issues related to
its responsibilities, in the presence of all of its members and decisions were taken unanimously. Key
executives and the external certified auditor of the Company participated in those meetings wherever it
was deemed appropriate.
The Committee operated in full compliance with the applicable legislative and regulatory framework as
well as with its operating regulations approved by the Board of Directors.
Purpose and responsibilities
The primary purpose of the Audit Committee is to support the Board of Directors in its tasks related to
the integrity of financial information, the internal control system and the supervision of the mandatory
regular audit of the Company's financial statements.
Within its remit, the Audit Committee:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
162
(a) Informs the Board of Directors of the audited entity about the outcome of the statutory audit and
explains how the statutory audit contributed to the integrity of the financial information and what the
role of the Audit Committee was in that process;
(b) Monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
(c) Monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(d) Monitors and reviews on an ongoing basis the independence of certified public accountants or
auditing firms and in particular the appropriateness of the provision of non-audit services to the audited
entity;
(e) Is responsible for the selection process of certified public accountants or audit firms and proposes
the statutory auditors or audit firms to be appointed;
(f) Monitors the effectiveness of the internal control, quality assurance and risk management systems
of the company and, where appropriate, of its Internal Control Department, regarding the financial
information of the audited entity.
Activities of the Audit Committee
The issues the Committee dealt with during the year 2021 by area of field of interest were the following:
A. Mandatory external audit - Financial information procedure
In the field of external control and financial information procedure, the Committee has taken the
following steps:
(a) Was informed by the Chief Financial Officer of the financial statements of the Company and the
Group for the year ended 31 December 2020 and of the principal matters concerning the Financial
Management in the preparation of the financial statements;
(b) Was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
(c) Reviewed the financial statements of the Company and the Group for the year 2020 (01.01.2020-
31.12.2020) before their approval by the Board of Directors and evaluated these financial statements
in terms of their accuracy and completeness;
(d) Ascertained the reconciliation of the financial statements with the legally binding content and
framework of their preparation and proposed their approval;
(e) Briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this procedure;
(f) Verified the compliance with the rules of disclosure of the financial statements, as well as the
possibility of an immediate, permanent and free-of-charge access to this information;
(g) Was briefed by the Certified Public Accountant on the most important issues of the audit for the year
2020, the risks that were assessed as the most important ones and on the available options to deal with
those risks, and was informed about the final draft of the Audit Report for the year ended 31 December
2020,
(h) Received knowledge about the supplementary report of the Certified Public Accountants provided
for in Article 11 of European Union (EU) Regulation 537/2014 on the financial statements of the
Company and the Group;
(i) Submitted a proposal to the Annual Ordinary General Meeting of the Company's Shareholders for the
re-election of the Audit Company under the name "Grant Thornton Societe Anonyme SA" for the
performance of the statutory audits of the annual and semi-annual financial statements for the year
2021,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
163
(j) Was informed by the Certified Public Accountant regarding the procedure and methodology to be
followed during the audit of the semi-annual and annual financial statements for the year 2021, with
the planning and schedule of the audit, as well as for the particular procedures to be followed,
(k) Confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU) 537/2014 and Law 4449/2017, as well as the non-provision of any external directive,
guidance or recommendation by the Management of the Company,
(l) Was informed by the Certified Public Accountant about the audit approach of the review of the interim
financial statements of the first half of the year 2021 and acquired knowledge with regard to the
important issues of the audit review,
(m) Supervised the correct and timely disclosure to the investors’ community of the relevant corporate
announcements relating to financial information;
(n) Approved the provision of authorized non-audit services by the auditing company "Grant Thornton
Societe Anonyme of Certified Auditors and Business Consultants"
B. Internal control system procedures
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control Unit, the Committee:
(a) Examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting by any manner its independence;
(b) Monitored the effectiveness of internal control systems through the work of the Internal Control Unit
and the work of the Certified Public Accountant;
(c) Reviewed the management of the Company's main risks by evaluating the methods used by the
Company to identify and monitor the risks, as well as the treatment of the main ones and their proper
disclosure;
(d) Was informed of the annual audit plan of the Internal Control Unit before its implementation and
approved it accordingly;
(e) Was informed of and evaluated the work of the Internal Control Unit and was informed of the
quarterly reports of the Head of the Internal Control Unit;
(f) Inspected the proper functioning of the Internal Control Unit in accordance with professional
standards and the applicable legal and regulatory framework in general;
(g) Held meetings with the Internal Controller on issues that may have arisen during the audit process,
in order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(h) Confirmed that the Internal Control Unit had a constant and unhindered access to all the data and
records of the Company, which are necessary for the performance of its duties, as well as to all the
Departments of the Company,
(i) Examined the Rules of Operation of the Internal Control Unit of the Company and its compliance with
the requirements of the applicable regulatory framework.
C. Other
(a) Provided to the Company's Management the necessary assistance to comply with the provisions of
Law 4706/2020, in order to properly and timely complete the process of full harmonization with the
provisions and regulations of the above legislation,
(b) Approved the content of the information provided to the shareholders of the Company at the Annual
Ordinary General Meeting of June 25, 2021 regarding its activities for the year 2020 (01.01.2020-
(c) In the context of the adequate compliance of the Company with the provisions of Law 4706/2020,
the circulars and decisions issued by the Board of Directors of the Hellenic Capital Market Commission,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2021 (January 1st – December 31st 2021)
Amounts in thousands euro
164
as well as the best corporate governance practices, the Committee submitted proposals to the Board of
Directors for the development and adoption of the following Policies and Procedures:
• Procedure for hiring senior executives and evaluating their performance
• Procedure for disclosing the transactions of persons exercising managerial duties
• Dependency reporting process
• Transaction process with related parties
• Conflict of interest policy and procedure
• Regulatory compliance policies and procedures
• Privileged information management process
• Policy and procedure for periodic evaluation of the internal control system
• Training policy for members of the Board of Directors
In conclusion, the members of the Audit Committee consider that they have fulfilled their duties and
obligations, as set out in the updated Rules of Procedure of the Audit Committee.
Koropi, 04/04/2022
The Audit Committee
Dimitrios Panagotas Aliki Benroubi Nikolaos Vlachos
Chairman Member Member