549300GSRN07MNENPL972021-12-31549300GSRN07MNENPL972020-12-31549300GSRN07MNENPL972021-01-012021-12-31549300GSRN07MNENPL972020-01-012020-12-31549300GSRN07MNENPL972020-01-01ifrs-full:IssuedCapitalMember549300GSRN07MNENPL972020-01-01ifrs-full:TreasurySharesMember549300GSRN07MNENPL972020-01-01ifrs-full:SharePremiumMember549300GSRN07MNENPL972020-01-01ifrs-full:OtherReservesMember549300GSRN07MNENPL972020-01-01ifrs-full:RetainedEarningsMember549300GSRN07MNENPL972020-01-01549300GSRN07MNENPL972020-01-012020-12-31ifrs-full:IssuedCapitalMember549300GSRN07MNENPL972020-01-012020-12-31ifrs-full:TreasurySharesMember549300GSRN07MNENPL972020-01-012020-12-31ifrs-full:SharePremiumMember549300GSRN07MNENPL972020-01-012020-12-31ifrs-full:OtherReservesMember549300GSRN07MNENPL972020-01-012020-12-31ifrs-full:RetainedEarningsMember549300GSRN07MNENPL972020-12-31ifrs-full:IssuedCapitalMember549300GSRN07MNENPL972020-12-31ifrs-full:TreasurySharesMember549300GSRN07MNENPL972020-12-31ifrs-full:SharePremiumMember549300GSRN07MNENPL972020-12-31ifrs-full:OtherReservesMember549300GSRN07MNENPL972020-12-31ifrs-full:RetainedEarningsMember549300GSRN07MNENPL972021-01-012021-12-31ifrs-full:IssuedCapitalMember549300GSRN07MNENPL972021-01-012021-12-31ifrs-full:TreasurySharesMember549300GSRN07MNENPL972021-01-012021-12-31ifrs-full:SharePremiumMember549300GSRN07MNENPL972021-01-012021-12-31ifrs-full:OtherReservesMember549300GSRN07MNENPL972021-01-012021-12-31ifrs-full:RetainedEarningsMember549300GSRN07MNENPL972021-12-31ifrs-full:IssuedCapitalMember549300GSRN07MNENPL972021-12-31ifrs-full:TreasurySharesMember549300GSRN07MNENPL972021-12-31ifrs-full:SharePremiumMember549300GSRN07MNENPL972021-12-31ifrs-full:OtherReservesMember549300GSRN07MNENPL972021-12-31ifrs-full:RetainedEarningsMemberiso4217:EURiso4217:EURxbrli:sharesxbrli:shares
HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE S.A.
2021 ANNUAL FINANCIAL REPORT
For the period 1 January 2021 – 31 December 2021
In accordance with the International Financial Reporting Standards
ATHENS EXCHANGE GROUP
110 Athinon Ave.
10442 Athens GREECE
GEMI: 003719101000
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Table of contents
1. DECLARATIONS BY MEMBERS OF THE BOARD OF DIRECTORS ............................................................................
2. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS .....................................................................................
Business Development in 2021 ...........................................................................................................................
Comment on the results ...................................................................................................................................
Non-Financial Reporting ....................................................................................................................................
Risk Management .............................................................................................................................................
Internal Audit ....................................................................................................................................................
Management of the Clearing Fund ...................................................................................................................
Hellenic Energy Exchange (HEnEx) ....................................................................................................................
Hellenic Corporate Governance Council (HCGC) ...............................................................................................
Participation in Boursa Kuwait ..........................................................................................................................
Report of the Audit Committee for fiscal year 2021 .........................................................................................
2.2. Corporate Governance Statement .......................................................................................................
TRANSACTIONS WITH ASSOCIATED COMPANIES ............................................................................................
Alternative Performance Measures ................................................................................................................
Composition of the BoDs of the companies of the Group ..............................................................................
Significant events after 31.12.2021 ................................................................................................................
3. AUDIT REPORT BY THE INDEPENDENT CERTIFIED AUDITORS ACCOUNTANTS ................................................
4. 2021 COMPANY & CONSOLIDATED FINANCIAL STATEMENTS .........................................................................
4.1. Annual Statement of Comprehensive Income ...................................................................................
4.2. Annual Statement of Financial Position .............................................................................................
4.3. Annual Statement of Changes in Equity .............................................................................................
4.4. Annual Cash Flow Statement ..............................................................................................................
5. NOTES TO THE 2021 ANNUAL FINANCIAL STATEMENTS .................................................................................
5.1. General information about the Company and its subsidiaries ...........................................................
5.2. Basis of preparation of the company and consolidated financial statements for 2021 .....................
5.3. Basic Accounting Principles ................................................................................................................
5.4. Risk Management ...............................................................................................................................
5.5. Capital Management ..........................................................................................................................
5.6. Segment Information .........................................................................................................................
5.7. Overview of the capital market ..........................................................................................................
5.8. Trading ................................................................................................................................................
5.9. Post trading ........................................................................................................................................
5.10. Listing .................................................................................................................................................
5.11. Data services ......................................................................................................................................
5.12. IT & Digital services ............................................................................................................................
5.13. Ancillary services ................................................................................................................................
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5.14. Hellenic Capital Market Commission fee ............................................................................................
5.15. Personnel remuneration and expenses ..............................................................................................
5.16. Third party remuneration & expenses ...............................................................................................
5.17. Maintenance / IT Support ..................................................................................................................
5.18. Building / equipment management ...................................................................................................
5.19. Utilities ...............................................................................................................................................
5.20. Other operating expenses ..................................................................................................................
5.21. Taxes ...................................................................................................................................................
5.22. Owner occupied tangible assets and intangible assets ......................................................................
5.23. Leases .................................................................................................................................................
5.24. Real Estate Investments .....................................................................................................................
5.25. Participations and other long term claims .........................................................................................
5.26. Trade and other receivables ...............................................................................................................
5.27. Financial assets at fair value through other income ..........................................................................
5.28. Cash and cash equivalents ..................................................................................................................
5.29. Third party balances in bank accounts of the Group ..........................................................................
5.30. Deferred Tax .......................................................................................................................................
5.31. Contractual obligations ......................................................................................................................
5.32. Equity and reserves ............................................................................................................................
5.33. Grants and other long term liabilities .................................................................................................
5.34. Provisions ...........................................................................................................................................
5.35. Trade and other payables ...................................................................................................................
5.36. Taxes payable .....................................................................................................................................
5.37. Social security organizations ..............................................................................................................
5.38. Current income tax and income taxes payable ..................................................................................
5.39. Related party disclosures ...................................................................................................................
5.40. Earnings per share and dividends .......................................................................................................
5.41. Revenue from participations ..............................................................................................................
5.42. Composition of the BoDs of the companies of the Group .................................................................
5.43. Contingent Liabilities ..........................................................................................................................
5.44. Events after the date of the Statement of Financial Position .............................................................
5.45. Adjustments .......................................................................................................................................
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1. DECLARATIONS BY MEMBERS OF THE BOARD OF DIRECTORS
(in accordance with article 5 of Law 3556/2007)
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WE DECLARE THAT
1. to the best of our knowledge, the separate and consolidated Financial Statements of the Group and the Company, which have been prepared in accordance with the International Financial Accounting Standards in effect, reflect in a true manner the assets, liabilities and equity on 31.12.2021 and the results for the 2021 fiscal year of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX), as well as of the companies that are included in the consolidation taken as a whole;
2. to the best of our knowledge, the attached report of the Board of Directors for the 2021 fiscal year reports in a truthful manner the performance and position of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX), as well as of the companies that are included in the consolidation taken as a whole, including a description of the main risks and uncertainties that they face;
3. to the best of our knowledge, the separate and consolidated Financial Statements for the 2021 fiscal year are those that have been approved by the Board of Directors of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX) on 28.03.2022 and have been published by being uploaded on the internet, at
www.athexgroup.gr
.
Athens, 28 March 2022
THE
CHAIRMAN OF THE BoD
THE
CHIEF EXECUTIVE OFFICER
THE
MEMBER OF THE BoD
GEORGE HANDJINICOLAOU
YIANOS KONTOPOULOS
GIORGOS DOUKIDIS
ID: Χ-501829
ID: AA-246553
ID: X-468731
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2. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.” FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2021 (in accordance with article 5 of Law 3556/2007 and Law 4548/2018)
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The Board of Directors of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE SA (Athens Exchange or ATHEX or the Company) publishes its Report on the separate and consolidated interim Financial Statements for the period that ended on 31.12.2021, in accordance with Law 4548/2018 and article 5 of Law 3556/2007.
The separate and consolidated annual financial statements have been prepared in accordance with the International Financial Reporting Standards that were adopted by the European Union.
Business Development in 2021
2021 began with the intensification and completion of the effort that began in the fall of 2020 for the effective integration of the revised strategy in the daily operation of the Group. Targeted development actions were selected in order to increase revenue in the medium term and the goals were divided into strategic and operational, both to make their monitoring more effective and to facilitate the inclusion of new goals that serve the long-term goal of the Group.
Progress on strategic goals
Specifically, with the aim of increasing new listings, a significant number of contacts with companies took place during the year. In 2021 we had a total of three (3) new listings, one in the Main Market (Interlife) and two in the Alternative Market (ENA) (Real Consulting, Phoenix Vega).
In 2021 we had a 20-year record in terms of raising funds (with the exception of 2007 (MIG €5.2 billion) and the years of bank recapitalizations (2013 - 2015)), while there were significant rights issues (PPC, Piraeus, Alpha). Particularly important is the fact that we had 7 new bond issues, with the presence of Greek shipping, which shows that the market has now been established as a reliable venue for raising funds.
At the same time, an effort was made to explore new products of interest to the market with particular emphasis on upgrading the derivatives market. A questionnaire was distributed to participants of this market in order for the changes of the framework and the new products to meet their needs. On 28.6.2021 trading in the new Future in a Bank Index started.
Efforts were also made to familiarize the market with ESG [Environment-Society-Corporate Governance] actions and the importance of their organized disclosure, and significant progress was made in maturing ESG, opening up the prospect of new revenue streams. Important achievements for this year are the creation of the ATHEX ESG Index (49 companies) and the Decision of DEHA for the creation of the ATHEX BONDS GREENet, an information section on the official website of the Exchange, in order to promote the ESG bonds traded in the ATHEX markets. In addition, the Group's action plan included the organization of workshops and seminars, the collection and confirmation of non-financial information data from listed companies as well as the release of an Awareness Report in collaboration with a top consultant on these issues.
In the field of improvement, development and promotion of services, a significant increase in revenue was achieved with many services of the Group contributing to it and with the service AXIA e-Shareholders Meeting recording revenues of €308 thousand, an increase of 224% compared to last year.
In 2021, the licensing of ATHEXCSD was successfully completed by the Hellenic Capital Market Commission under CSDR, which marks a whole new era for post-trading activities while the necessary adjustments were made to the settlement services of ATHEXCSD, as well as to the affected services of ATHEXClear and ATHEX, to the Settlement Discipline rules. The goal of a smooth transition to the new regulatory environment with the lowest possible adjustment costs for ATHEXCSD, ATHEXClear and ATHEX, as well as the ecosystem was achieved, with planning now focusing on exploiting the opportunities offered by the new framework for the effective introduction of new services.
The projects foreseen in the collaborations with Boursa Kuwait, the CSE [Cyprus Stock Exchange], EnEx as well as DESFA [Hellenic Gas Transmission System Operator] were implemented on the international axis. A very important achievement for this year is the new collaborations with exchanges of the Balkans (BELEX, ALPEX, BuSE) which, in addition to the strategic benefit, are expected to bring additional revenue to the Group.
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Finally, for the most effective penetration into new markets, in 2021 a strategic plan was formed in collaboration with a specialized consultant that will allow the Group to focus on the promotion of specific services to specific customers.
Progress on operational goals
In 2021, the completion of the 5-year project of upgrading the central infrastructure with significant benefits in security, efficiency, functionality, control and monitoring of the central infrastructure, allowed the beginning of the next phase of modernization of systems aimed at digital transformation.
Lastly, the Group starting on 1.1.2021 (1.7.2021 for the branch in Thessaloniki), is consuming electricity that is 100% from renewable sources for its operation, through PPC [Public Power Corp]. The transition to using green electricity is an important step towards the implementation of the Sustainability policy of the Group, as part of which it is reexamining all aspects of its operation in order to reduce its footprint.
Significant information on the Athens Stock Exchange markets
Key market data
The Athens Exchange General Index closed on 31.12.2021 at 893.34 points, 10.4% higher than the close at the end of 2020 (808.99 points). The average capitalization of the market was €61.1bn, increased by 28.6% compared to 2020 (€47.5bn).
The total value of transactions in the nine months of 2021 (€17.8bn) is 9.9% higher compared to 2020 (€16.2bn), while the average daily traded value was €71.3m compared to €65.0m in 2020, increased by 9.7%.
In 2021, capital totaling €8.1bn was raised, out of which €1.4bn through bond issues.
Organized market – corporate actions
The largest corporate actions, based on the amount of capital raised were the following:
Corporate actions – share listings (IPOs*, rights issues)
Company
Corporate action
Capital raised (€m)
Comment
Real Consulting
IPO
4.9
Piraeus Financial Holdings
Rights issue
2,366.4
New shares from corporate bond
Piraeus Financial Holdings
Rights issue
1 , 380.0
Aegean Airlines
Rights issue
60.0
Elgeka
Rights issue
10.9
Alpha Services & Holdings
Rights issue
800.0
Ellaktor
Rights issue
120.5
Premia
Rights issue
47.5
OPAP
Rights issue
108.4
Dividend reinvestment
Attica Bank
Rights issue
151.9
New shares from warrants
OPAP
Rights issue
22.4
Dividend reinvestment
Public Power Corporation (PPC)
Rights issue
1,350.0
Attica Bank
Rights issue
240.0
Performance Technologies
Rights issue
5.0
* IPO – Initial Public Offer
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Corporate actions bond listings
Company
Duration | interest rate
Capital raised (€m)
Comment
Motor Oil
7 years | 1.90%
200.0
Costamare Participations
5 years | 2.70%
100.0
Prodea REIC
7 years | 2.30%
300.0
CPLP Ltd
5 years | 2.65%
150.0
Elvalhalcor
7 years | 2.45%
250.0
Noval
7 years | 2.65%
120.0
GEK Terna
7 years | 2.30%
300.0
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Comment on the results
Results of the Group for 2021
Turnover in 2021 for the Athens Exchange Group was €36.13m compared to €30.74m in 2020, increased by 17.5%. Approximately 54% of the turnover of the Group is from fees on trading, post-trading services (mainly clearing and settlement) of trades on the Athens Exchange, 20% is from technology services such as digital services, infrastructure and technology solutions to other markets, and 26% from other services (listings / services to issuers, IT services et al.)
In 2021 EBITDA was €13.08m compared to €8.34m in 2020, increased by 56.9%.
Earnings Before Interest and Taxes (EBIT) were €8.59m vs. €4.13m in 2020, increased by 108%.
After deducting €1.26m in income tax, the net after tax earnings of the Athens Exchange Group amounted to €8.21m compared to €3.87m, increased by 112%. After including Other Comprehensive Income (valuation of real estate and shares), earnings amount to €12.29m compared to €7.15m in 2020, increased by 72%.
Parent Company of the Athens Exchange Group
For the parent company, turnover was €17.96m vs. €15.77m, increased by 13.9% compared to 2020, while net after tax earnings were €6.19m in 2021 compared to €9.02m in the corresponding period last year, decreased by 31.4% due to dividends totaling €3.8m from its subsidiaries ATHEXClear (€0.4m) and ATHEXCSD (€3.2m) in 2021, compared to dividends totaling €7.9m received from its subsidiaries ATHEXClear (€3.8m) and ATHEXCSD (€4.0m) in 2020.
Financial assets at fair value through other comprehensive income
After its successful participation in the contest by CMA Kuwait to privatize Boursa Kuwait, ATHEX is a shareholder of Boursa Kuwait with a 0.779% stake, corresponding to 1,564,500 shares.
The shares of Boursa Kuwait began trading in the Kuwait organized securities market on 14.09.2020. On 31.12.2021 the shares posted a valuation gain of €3.8m compared to 31.12.2020 which is accounted in the special securities valuation reserve.
Third party balances in ATHEXClear bank accounts
The Group, through its subsidiary ATHEXClear is aligned with the corporate governance framework determined by Regulation (EU) 648/2012 of the European Parliament and Council (EMIR Regulation), and keeps all cash collaterals that are being managed by the Company and concern the cash market and the derivatives market, as well as the cash balances of ATHEXClear, in an account it maintains at the Bank of Greece (BoG) as a direct participant over the internet to the TARGET2-GR Express Transfer of Capital and Settlement System in real time (TARGET2-GR).
Therefore, its own cash balance and the balances of third parties (margins) are deposited in the same account that ATHEXClear maintains at the Bank of Greece, and as a result a separation of the assets is necessary in order for the collateral that ATHEXClear collects to be shown separately in the current assets of 31.12.2021. In the Statement of Financial Position of 31.12.2021, they are reported as equal amounts in both current assets and short term liabilities as “third party balances at the bank account of the company” and concern exclusively the margins in the derivatives market that were deposited in the bank account maintained by ATHEXClear at the BoG on 31.12.2021.
On 31.12.2021 at the BoG bank account cash market margins of €174.3m and derivatives market margins of €67.7m had been deposited.
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Share Capital
The Company is listed on Athens Exchange, and its shares are traded in the ATHEX cash market, in the Main Market segment. The shares of the Company are common registered, with a voting right.
With the decision of the Repeat General Meeting of 16.06.2021 to return €0.07 per share with an equal reduction in the stock’s par value, the share capital became €25,346,160 divided into 60,348,000 shares with a par value of €0.42 each.
The Equity of the Group on 31.12.2021 was €108.5m and the Company’s €91.4m.
Treasury Stock
The General Meeting on 31.05.2021 decided to grant authorization for the Company to acquire own shares in accordance with the terms and conditions of article 49 of Law 4548/2018, for a time period not to exceed twelve (12)