Annual consolidated financial statements for the year
ended December 31
st
, 2022
In accordance with L.3556/2007
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the
event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will
prevail over this document.
Quest Holdings S.A.
Reg.No. 121763701000
2a Argyroupoleos Street
GR-176 76 Kallithea
Athens - Hellas
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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I. Statement by the Members of the Board of Directors
(in accordance with article 4 paragraph 2 of Law 3556/2007)
The members of the Board of Directors, Mr. Theodore Fessas, Chairman, Mr. Apostolos Georgantzis, CEO, and Mr. Markos Bitsakos,
Deputy CEO, under their above capacity, declare that to the best of their knowledge:
- The enclosed separate and consolidated Financial Statements of Quest Holdings S.A. (the ‘Company’) for the year from 1 January
to 31 December 2022 that have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’),
present in a true and fair manner the assets, liabilities, equity and results of the Company, as well as of the companies included
in the consolidated financial statements taken as a whole (the ‘Group’).
- The enclosed Report of the Board of Directors presents in a true and fair manner the development, performance and financial
position of the Company, as well as of the Group, including the description of the principal risks and uncertainties that they face.
Kallithea, 5 April 2023
The Chairman
The CEO
The Deputy CEO
Theodore Fessas
Apostolos Georgantzis
Markos Bitsakos
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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II. Annual Report of the Board of Directors
1. Significant events 5
2. Significant events after the balance sheet date 10
3. Performance Review 10
4. Risk factors 14
5. Related party transactions 18
6. Address of the Company 20
7. Outlook 2023 20
8. Corporate Governance Statement 31
9. Non-financial performance review 70
10. Information of art.50 par.2 of Law 4548/2018 103
11. Explanatory Report of the Board of Directors (par. 7 and 8 of Law 3556/2007) 103
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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Annual Report of the Board of Directors
The Report of the Board of Directors of Quest Holdings SA (the Company) refers to the period from January 1st, 2022 to December 31st
of the closing fiscal year 2022 and reflects the actual the development and performance of the Company’s and the Group’s activities,
objectives, strategy and significant events. Furthermore, the Report includes a description of the main risks and uncertainties, the non-
financial items, the corporate governance statement, the significant transactions of the Company and the Group with their affiliated
parties, as well as additional information as required by law.
The Report was prepared pursuant to the relevant provisions of Law 4548/2018, Law 3556/2007 and Decision 8/754 of the Board of
Directors of the Hellenic Capital Market Commission dated April 14th, 2016.
The closing fiscal year is the thirty-sixth in a row and covers the period from January 1st, 2022 to December 31st, 2022.
The Group “Quest Holdings SA”, besides the Company, includes the subsidiaries, which the Company directly or indirectly controls.
The financial statements (consolidated and separate), the auditor's report and the management report of the Report of the Board of
Directors of the Company are posted on the web site: https://www.quest.gr/en/investor-relations/Quest-financial-statements.
The financial statements and audit reports of the Group companies that are consolidated and are not listed (according to Decision
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following web address:
https://www.quest.gr/en/Investor-Relations/subsidiaries-financial-statements.
During the current fiscal year, the Company’s activities were compliant with the applicable legislation and its objectives, as defined in
its Article of Association.
The Board of Directors, aiming to review the Company’s operations, as well as the Company’s and its subsidiaries’ specific financial
information (the Group), would like to inform you about the following:
1. Significant events of the year
During the closing fiscal year, the following significant events took place:
Acquisition of photovoltaic power stations
The Company, through its 100% indirect subsidiaries VIOTIA WIND PARK AMALIA SMSA and VIOTIA WIND PARK MEGALO PLAI SMSA,
completed on 14 January 2022 the acquisition of photovoltaic power plants with a total capacity of 2MW, which have been installed
within the municipality of Attica, for a total consideration of € 1,56 million, including borrowings. Additionally, the Company through
its 100% indirect subsidiary XYLADES ENERGY SA completed on August 2, 2022, the acquisition of photovoltaic power plants with a
total capacity of 3,5MW, installed within the municipality of Attica, against a total consideration of € 3,2 million. Also, the Company,
through the same subsidiary XYLADES ENERGY SA, completed on August 31, 2022, the acquisition of photovoltaic power plant with a
capacity of 0,76MW, installed within the Prefecture of Kilkis, for a total price of € 1,72 million, including the relevant cash. After the
above acquisitions, the installed capacity of the RES Electricity Generation Stations of the energy branch of the Group amounts to
34,3MW.
Resolutions of the Extraordinary General Meeting
The General Meeting that was held on February 28, 2022 approved the proposed stock split in a three (3) new shares for one (1) old
share ratio with a simultaneous - for rounding purposes - decrease of the Share Capital of the Company by € 357.408,96 through the
simultaneous reduction of the nominal value of each new share from € 0,443333333 to € 0,44 and the creation of a special purpose
reserve, according to art. 31 § 2 of Law 4548/2018, equal to the amount of the decrease of the Share Capital. Therefore, it approved
the proposed amendment of article 5 of the Company’s Articles of Association and, in particular, of paragraph 1 thereof regarding the
Share Capital and authorized the Board of Directors to implement said resolutions.
Admission of bonus shares resulting from the split of Company's shares
According to resolution of the Extraordinary General Meeting of the Company's shareholders held on 28.02.2022, the nominal share
value was reduced from € 1,33 to € 0,44 and at the same time the total number of shares was increased from 35.740.896 to 107.222.688
common registered voting shares (split). The 71.481.792 new shares were distributed free‐of‐charge to the shareholders of the
Company in a ratio of 2 new common registered shares for each 1 old common registered share. Following the above change, the share
capital of the Company amounted to € 47.177.982,72 divided into 107.222.688 common registered voting shares with a nominal value
of € 0,44 each. At the same time, a special purpose reserve was formed, according to art. 31 par. 2 of Law 4548/2018 amounting to €
357.408,96 for the purpose of rounding off the new nominal value of the share. On 04.03.2022, decision No. 2807832/04.03.2022 of
the Companies Directorate, Supervising Department of Listed and Sports Joint‐Stock Companies of the Ministry of Economy and
Development, by which the amendment of Article 5 of the Company Statute was approved, was registered with the General
Commercial Registry (GCR) under Reg. No. 2589584/04.03.2022. The Corporate Actions Committee of the Athens Stock Exchange at its
meeting on 11.03.2022 approved the admission to trading of the new shares of the Company resulting from the above.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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The “ex‐date” of the right to participate in the shares split was set on 16.03.2022. From the same date, the shares of the Company
were traded on the Athens Stock Exchange at the new nominal value, i.e. € 0,44 per share, without the right to participate in the bonus
shares distribution, and the starting price of the Company's shares on the Athens Stock Exchange was formed in accordance with the
Athens Stock Exchange Regulation in conjunction with Decision No. 26 of the Board of Directors of the Athens Stock Exchange, as in
force, and beneficiaries to the abovementioned corporate action were the shareholders of the Company, registered in the
Dematerialized Securities System (DSS) records on 17.03.2022. The commencement date of the trading of the new shares on the Athens
Stock Exchange was set on 21.03.2022. From the same date, the abovementioned shares were credited to the shares and securities
accounts of the shareholders in the DSS.
Agreement for the restructuring of the company "G.E. DIMITRIOU S.A."
The Decision no. 146/2002 of the Multi Member Court of First Instance of Athens upheld the petition of the company under the name
"G.E. DIMITRIOU S.A.", dated 31/03/2021 bearing General Filing Number 16524/2021 and Special Filing Number 98/2021, regarding
the immediate ratification of the restructuring agreement (according to article 44 of Law 4738/2020) and ratified the restructuring
agreement dated 30/03/2021 between "G.E. DIMITRIOU S.A." and its creditors.
The Board of Directors of the Company was informed about the Extraordinary General Meeting of the shareholders of "G.E. DIMITRIOU
S.A.", that was convened on 18/7/2022 in implementation of the restructuring agreement and of article 7 thereof. The General Meeting
decided, inter alia, to increase the Share Capital of the Company by the amount of € 5.000.000 with the issuance of 125.000.000 shares
of a nominal value of four cents € 0,04 each. Furthermore, the Board of Directors of the Company was informed that the restructuring
agreement stipulates that the Company undertakes, in accordance with the terms of the restructuring agreement, the obligation to
cover the entire amount of the increase of the share capital of the company "G.E. DIMITRIOU S.A. ", within six (6) months upon the
ratification of the restructuring agreement by the competent Court, and that the existing shareholders will participate in the increase
of the share capital of "G.E. DIMITRIOU S.A.", up to the amount of € 210.239,16.
Following this and in accordance with the provisions of the restructuring agreement, the Company on 25 August 2022, paid out an
amount of € 4.789.760,84 in this respect, holding now a share of 95,03% after the exercise of the relevant preemptive rights of the
existing shareholders.
Finally, according to the decision made by the Board of Directors of the company “G.E. DIMITRIOU S.A.”, concerning the newly issued
shares that had remained unsold after the exercise of the preemptive rights granted to the existing shareholders upon the share capital
increase, and after notification given to the Company, the Company paid-out on 25 August 2022 an additional amount of two hundred
and four thousand three hundred and eighty-seven euros and sixteen cents (€ 204.387,16) for the acquisition of the total number of
the shares unsold (namely 5.109.679 newly issued shares). As a result, the interest held by the Company on the share capital of “G.E.
DIMITRIOU S.A.” reached at 99,089%. The company G.E. DIMITRIOU delisted from the Athens Stock Exchange following the from 29
December 2022 decision of the Board of Directors of the Hellenic Capital Market Commission after request submitted by the company
based on par.5 of art. 17 of Law 3771/2005.
Resolutions of the Ordinary General Meeting of the Company
On 15/06/2022 the Ordinary General Meeting of the Company’s shareholders took place. The quorum required by the law and the
Articles of Association was ascertained at the General Meeting and the Meeting resolved on all items of the agenda, as follows:
Item 1
Submission for approval of the annual financial statements as of December 31, 2021 (Company and consolidated financial
statements), in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of
Directors and the Auditors’ Report
The Ordinary General Meeting approved the Company annual financial statements and the consolidated annual financial statements
for the fiscal year 2021, the report of the Board of Directors, the explanatory report according to law 4548/2018 and the report of the
certified auditors of the Company, as well as the corporate governance statement.
Item 2
Approval of distribution of profits for the fiscal year 01.01.2021-31.12.2021 and distribution of dividend to the shareholders
The Ordinary General Meeting approved the distribution of profits for the fiscal year 01.01.2021-31.12.2021 and in particular the
interim dividend distributed (i.e., an amount of € 1,25 per share (gross amount), € 1,188 (net amount after the withholding of 5%) and
excluding the Company’s equity shares, in accordance with the resolution passed by the Board of Directors on 24.11.2021 and, further,
approved the distribution of the final dividend for the 2021 fiscal year amounting to the sum of fifteen cents (€ 0,15) per share (gross
amount), € 0,1425 (net amount after 5% withholding) and excluding the Company’s equity shares.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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Item 3
Information from the Chairman of the Audit Committee to the shareholders about the activities of the Audit Committee during the
fiscal year 2021
The Ordinary General Meeting was informed about the activities of the Audit Committee during the 2021 fiscal year.
Item 4
Approval of the overall management of the Board of Directors of the Company during the fiscal year 2021 and release of the
members of the Board of Directors and the Certified Auditors from any liability for compensation for the activities during the fiscal
year 2021
The Ordinary General Meeting approved the overall management of the Company for the fiscal year 2021 and released the certified
auditors of the Company from any liability for compensation for said fiscal year.
Item 5
Approval of remuneration and compensation of the members of the Board of Directors for the fiscal year 2021 and advance payment
of remuneration and compensation for the fiscal year 2022
With regard to the following members of the Board of Directors, the Ordinary General Meeting approved the remuneration for their
participation in the meetings of the Board of Directors and in the Committees of the Company and more specifically, for Mr. Apostolos
Papadopoulos the amount of € 25.050, for Mr. Faidon Tamvakakis, the amount of € 22.266,67, for Mr. Pantelis Tzortzakis the amount
of € 56.396,67, for Mr. Nikolaos Karamouzis the amount of € 50.400, for Mr. Apostolos Tamvakakis the amount of € 58.800, for Mrs.
Maria Damanaki the amount of € 45.216,67, for Mrs. Eftychia Koutsoureli the amount of € 47.183,33, for Mrs. Philippa Michali the
amount of € 24.216,67, for Mr. Panagiotis Kyriakopoulos the amount of € 31.936,67 and for Mr. Emil Yiannopoulos the amount of €
30.650, i.e., a total of amount of € 392.116,68.
The Ordinary General Meeting approved the advance payment of fees and remuneration to the members of the Board of Directors for
their participation in the Board of Directors and in Committees of the Board of Directors for the current fiscal year 2022 up to the total
gross amount of € 750.000 until the next Ordinary General Meeting, according to article 109 of Law 4548/2018 as such is in force and,
of course, in the context of the approved remuneration policy.
Last, the Ordinary General Meeting authorized the Board of Directors to determine the gross fees and remuneration for each member
of the Board of Directors for his/her participation in the Board of Directors and in the Committees of the Board of Directors.
Item 6
Submission for discussion and voting by the General Meeting of the Remuneration Report of the members of the Board of Directors
of the Company according to article 112 § 3 of Law 4548/2018
The Ordinary General Meeting approved the Remuneration Report of the members of the Board of Directors of the Company for the
2021 fiscal year according to article 112 § 3 of Law 4548/2018.
Item 7
Election of an audit company for the audit of the financial statements and the audit for the issuance of the tax certificate for the
fiscal year 1/1/2022 - 31/12/2022 and determination of the audit fees
The Ordinary General Meeting elected the company of Certified Auditors, under the name KPMG Certified Auditors SA. (Institute of
CPA (SOEL) No. 114 - TIN 094415531) that has its seat in Agia Paraskevi, at 3 Stratigou Tombra St., postal code 15342 in order to carry
out the statutory audit of the company and consolidated financial statements for the year 1/1/2022-31/12/2022 and the tax
compliance audit of the year 2022, with an annual remuneration, which includes the statutory audit of the annual financial statements
(both stand-alone and consolidated) for the year ending on 31/12/22 and the tax audit of the same year, up to the maximum amount
of € 29.000 plus the corresponding VAT.
Item 8
Amendment of articles 15 and 16 of the Company's Articles of Association with regard to the procedure and conditions for the
payment of remuneration to the members of the Board of Directors and on the competence of the General Meeting of the Company
respectively
The Ordinary General Meeting approved the amendments of articles 15 and 16 of the Company's Articles of Association with regard to
the procedure and conditions for the payment of remuneration to the members of the Board of Directors and on the competence of
the General Meeting of the Company respectively, in order to allow the distribution of variable remuneration in the form of free shares
or stock options of the Company, to implement a shares scheme in accordance with the provisions of article 113 or article 114 of law
4548/2018, to the management personnel of subsidiaries as well, as set out in the International Accounting Standard 24 § 9, and in
order to implement a share scheme in accordance with the provisions of article 113 or article 114 of Law 4548/2018 and in order for
the General Meeting to decide on the implementation of a share scheme in accordance with the provisions of article 113 or article 114
of Law 4548/2018. Last, the Ordinary General Meeting approved the codification of the Company’s Articles of Association into a unified
text and authorised the Board of Directors to proceed to all necessary actions in this respect.
Item 9
Approval of the amendment of the remuneration policy for the members of the Board of Directors
The Ordinary General Meeting approved the amendment of the remuneration policy for the members of the Board of Directors, based
on the text attached to its minutes folder and authorized the Board of Directors to manage the remuneration policy always in
accordance with the relevant recommendations of the Remuneration Committee.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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Item 10
Election of the New Board of Directors – constitution into a Body
The Ordinary General Meeting elected the following members of the Board of Directors:
1. Mr. Theodoros Fessas
2. Mrs. Eftychia Koutsoureli
3. Mr. Apostolos Georgantzis
4. Mr. Markos Bitsakos
5. Mr. Emil Yiannopoulos – Independent Non-executive Member
6. Mrs. Maria Damanaki – Independent Non-executive Member
7. Mrs. Ioanna Dretta – Independent Non-executive Member
8. Mr. Nikolaos Karamouzis – Independent Non-executive Member
9. Mr. Nikolaos Socrates Lamproukos
10. Mr. Panagiotis Kyriakopoulos – Independent Non-executive Member
11. Mrs. Philippa Michali – Independent Non-executive Member
12. Mr. Ioannis Paniaras – Independent Non-executive Member
The term of the Board will be for three years and, in any case, until the Ordinary General Meeting of the year 2025. Following the above
election, the Board of Directors will consist of 12 Members, who will also include independent non-executive members of the Board of
Directors of the Company, considering the provisions of Law 4548/2018, Law 4706/2020, Circular 60/2020 of the Hellenic Capital
Market Commission, the Company's Articles of Association, the Internal Policies of the Company and the Suitability Policy for the
Members of the Board of Directors of the Company. The Board of Directors will be constituted into a Body anew and will elect its
executive and non-executive members in accordance with the provisions of the Law and the Articles of Association.
Item 11
Appointment of the new Audit Committee of the Company
The Ordinary General Meeting decided that:
a) the Audit Committee be a Committee of the Board of Directors, consisting exclusively of Members of the Board of Directors,
b) the Audit Committee to consist of three (3) Independent Non-Executive Members,
c) the term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of article 44
of Law 4449/2017, as such is in force, follow their term of office as members of the Board of Directors, i.e., be for three years
commencing on the election of the Board of Directors and being extended, ipso jure, until the Ordinary General Meeting to be convened
after the expiration of the Board’s term of office. Following the appointment of the members of the Audit Committee by the Board of
Directors, the Committee will be constituted into a body for the appointment of its President and its members.
Item 12
Purchase of equity shares according to article 49 of law 4548/2018, as such is in force- Provision of authorization to the Board of
Directors of the Company
The Ordinary General Meeting decided that the Company may acquire equity shares, in accordance with the provisions of article 49 of
Law 4548/2018, as such is in force and authorized the Board of Directors to implement such resolution. In particular, the Company will
be entitled, within the deadline provided by law, which may not exceed twenty-four (24) months, to proceed directly or indirectly to
the purchase of equity shares, up to 10% of its, from time to time, paid-up share capital. Said 10% includes the shares that the Company
has previously acquired and holds, with the aim to reduce the capital, make distributions to the employees or proceed to any other
action set out by the Law. The maximum and minimum purchase price for the Company's equity shares is set at 20 € and 1 €
respectively.
Item 13
Granting permission to the members of the Board of Directors and the Executives for carrying out the operations provided for in §
1 of article 98 of law 4548/2018, as such is in force.
The Ordinary General Meeting decided to grant permission to the Members of the Board of Directors and the Company Executives to
carry out the operations provided for in § 1 of article 98 of law 4548/2018, as such is in force, until the next General Meeting.
Distribution of dividends from prior years’ retained earnings
The Annual Ordinary General Meeting of June 15, 2022, decided to distribute dividend after excluding from this process the treasury
shares held by the Company.
It is noted that the Company had distributed interim dividend amounting to € 1,25 (gross amount) per share on the 35.740.896 shares
of the Company, which, as per resolution of the Extraordinary General Meeting held on February 28, 2022, were split (split: 1 old share
for 3 new shares) into 107.222.688 new shares. In accordance with the resolution of the Annual Ordinary General Meeting, the
distribution of dividend of € 0,15 (gross amount) for the new shares was decided.