Plaisio Computers S A : Annual Financial Report (en

PLAISIO COMPUTERS S.A.

ANNUAL FINANCIAL REPORT

01.01.2022 - 31.12.2022

G.Ε.ΜI. No: 121561160000

MAGOULA ATTICA (LOCATION SKLIRI)

ANNUAL FINANCIAL REPORT 2022

PLAISIO COMPUTERS S.A.

Annual Financial Report

January 1st to December 31st 2022,

It is confirmed, that this Annual Financial Report for 2022 (01.01.2022-31.12.2022) is the one approved by the Board

of Directors of Plaisio Computers S.A. on June 12th 2023.

*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the	2
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

ANNUAL FINANCIAL REPORT 2022

STATEMENT OF THE MEMBERS OF THE BOARD

TABLE OF CONTENTS
REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2022	4
INTRODUCTION	4
IMPORTANT EVENTS DURING THE FISCAL YEAR OF 2022	5
MAIN RISKS AND UNCERTAINTIES	6
INFORMATION FOR LABOR AND ENVIRONMENTAL ISSUES	9
DEVELOPMENT AND PERFORMANCE OF THE GROUP	10
OTHER INFORMATION-TREASURYSHARES-EVENTS THAT TOOK PLACE AFTER THE END OF THE PERIOD	13
NON FINANCIAL POSITION (BASED ON 4403/2016 & ARTICLE 151 OF L 4548/2018)	15
CHAPTER 3: INDEPENDENT AUDITOR'S REPORT	28
CHAPTER 4: ANNUAL FINANCIAL STATEMENTS	31
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31ST DECEMBER
2022	31
STATEMENT OF FINANCIAL POSITION	32
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST DECEMBER 2022	33
Cash Flow Statement	35
NOTES TO THE ANNUAL FINANCIAL STATEMENTS	36
1. General information	36
2. Summary of significant accounting policies	36
3. Risk management policies	50
4. Significant accounting estimates and judgments	53
5. Property, Plant and Equipment	54
6. Right-of-use Assets	57
7. Intangible Assets	58
8. Group Structure and Method of Consolidation	60
9. Other Investments	61
10. Deferred Tax	62
11.	Other non-current assets	64
12.	Inventories	64
13.	Trade receivables	65
14.	Other receivables	66
15. Cash and cash equivalents	67
16. Share capital and share premium	68
17.	Reserves	68
18.	Borrowing liabilites	70
19.	Lease Liabilities	72
20.	Provisions for pensions and similar commitments	73
21.	Contract liabilities	75
22. Deferred Income	75
23.	Suppliers	75
24.	Tax liabilities	76
25.	Current provisions	76
26.	Other current liabilities	77
27. Revenue	77
28. Cost of Goods Sold	77
29. Other operating income	78
30.	Distribution and administrative expenses	78
31. Other (expenses)/income	78
32. Finance income - expense	79
33. Income tax	79
34. Dividend per Share	81
35.	Related party transactions	81
36.	Contingent liabilities - assets	83
37.	Obligations	83
38. Number of personnel	84
39.	Events after the reporting period	84

*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the	3
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

ANNUAL FINANCIAL REPORT 2022

REPORT OF THE BOD FOR THE YEAR 2022

REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2022

INTRODUCTION

The present Report of the Board of Directors (from now on referred to as the ''Report''), which follows, refers to the financial year of 2022 (01.01.2022-31.12.2022).

This Report was compiled and is in line with the relevant stipulations of the law 4548/2018 and contains in a brief, but substantive manner all the important units, which are necessary, based on the above-mentioned legislative frame and depicts in a truthful way all the relevant indispensable according to law information, in order to conduct a substantive and well-founded appraisal of the activity, during the time period in question, of the Company "PLAISIO COMPUTERS SA" (hereinafter referred to as the "Company" or "Plaisio" as well as of the Group. In the Group, apart from Plaisio, also the following associated companies are included:

1. Plaisio Computers J.S.C., which is located in Sofia Bulgaria, in which Plaisio participates with 100%.
2. Plaisio Estate S.A, which is located in Kiffisia Attica, in which Plaisio participates with 20%.
3. Plaisio Estate J.S.C, which is located in Sofia Bulgaria, in which Plaisio participates with 20%.

The present Report accompanies the financial statements of 2022 (01.01.2022-31.12.2022). Given that the Company also compiles consolidated financial statements, the present report is single, the main point of reference is the consolidated financial figures of the Company and the associate companies, and the parent company's figures are referred to when it is considered necessary in order to better understand its content. For the above-mentioned reasons, the information needed according to the case b', paragraph 3 of article 153 of the law 4548/2018, is included in the present chapter of the Report of the Board of Directors that also includes the Corporate Governance Statement.

This Report is included integral with the financial statements of the Group and the Company and the other elements that are dictated by the law elements and statements of the financial report that refers to the financial year of 2022. The units of the Report and their content are as follows:

The accompanying notes are an indispensable part of the financial statements

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ANNUAL FINANCIAL REPORT 2022

REPORT OF THE BOD FOR THE YEAR 2022

IMPORTANT EVENTS DURING THE FISCAL YEAR OF 2022

In December 22nd 2022 Mr. Georgios Gerardos, Chairman of Board of Directors of Company (hereinafter "Offeror"), announced the submission of a Voluntary Tender Offer, in accordance with law 3461/2006, for the acquisition of all (100%) of the common shares, for a cash consideration of 4,58 euro per share, notifying in writing the Hellenic Capital Market Commission and the Board of Directors regarding the submission of the Tender Offer and at the same time submitting the information memorandum, as provided in article 10 par. 1 law 3461/2006 and at article 9 par. 6 of the abovementioned valuation report.

At the date of the Tender Offer, the Offeror and the persons acted jointly with him (hereinafter "Coordinated Persons"), in accordance with the provisions of article 2 par. e of law 3461/2006 and in particular:

1. Kostantinos Gerardos, CEO of the Company and
2. the persons controlled as referred to article 3 par. 1(c) law 3556/2007 by the above-mentioned persons and do not hold directly or indirectly, shares of the Company,
   controlled 18.142.713 shares, representing 82,18% of the total share capital and voting rights in the Company.

Specifically, the Offeror, directly controlled 14.727.189 shares, representing the 66,71% of the total share capital and voting rights of the Company and Kostantinos Gerardos directly controlled 3.415.524 shares, which represent 15,47% of the total share capital and the voting rights of the Company, and no other Coordinated Person did hold, directly or indirectly any shares of the Company.

The Tender Offer concerned the acquisition of all shares not held by the Offeror and the Coordinated Persons at the date of the Tender Offer, which was 3,932.952 shares, representing 17,82% of the total share capital and the voting rights in the Company.

To provide full, detailed and comprehensive information to shareholders and the investing public in general, from the date of the Tender Offer (22.12.2022) to the date of the end of the reporting period (31.12.2022), the following acquisitions took place in the name of the Offeror.

	Acquired	Percentage (%)	Total		Total
Date	Total shares	percentage (%)
shares	of share capital	transaction cost
		of share capital
23/12/2022	1.689.955	7,66%	7.739.993,90 €	19.832.668	89,84%
27/12/2022	856.153	3,88%	3.921.180,74 €	20.688.821	93,72%
28/12/2022	463.973	2,10%	2.124.996,34 €	21.152.794	95,82%
29/12/2022	62.846	0,28%	287.834,68 €	21.215.640	96,10%
30/12/2022	22.290	0,10%	102.088,20 €	21.237.930	96,21%

The accompanying notes are an indispensable part of the financial statements

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