ANNUAL REPORT
AND FINANCIAL STATEMENTS
2022
Contents
Notice of Annual General Meeting ................................................................................................................. 1
Notes to the Notice of the Annual General Meeting ...................................................................................... 2
Officers, Professional Advisors and Bankers ................................................................................................ 5
Statement of the Members of the Board of Directors .................................................................................... 6
Management Report ...................................................................................................................................... 7
Corporate Governance Report .................................................................................................................... 11
Remuneration Report .................................................................................................................................. 17
Directors’ Curricula Vitae ............................................................................................................................. 19
Independent Auditors’ Report ...................................................................................................................... 23
Consolidated Statement of Profit or Loss and Other Comprehensive Income ........................................... 30
Company Statement of Profit or Loss and Other Comprehensive Income ................................................. 31
Consolidated Statement of Financial Position ............................................................................................. 32
Company Statement of Financial Position .................................................................................................. 33
Consolidated Statement of Changes in Equity ............................................................................................ 34
Company Statement of Changes in Equity ................................................................................................. 35
Consolidated Statement of Cash Flows ...................................................................................................... 36
Company Statement of Cash Flows ............................................................................................................ 37
Notes to the Financial Statements ............................................................................................................... 38
ANNUAL REPORT ‘22 | 2
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
ENTITLEMENT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
1. Any person appearing as a shareholder in the Register of Members of the Company on the record date is
entitled to participate in the Annual General Meeting. Each ordinary share is entitled to one vote. The record
date for determining the right to vote at the Annual General Meeting is 23 May 2023. Transactions which will
be taking place on 22 May 2023 and thereafter will not be considered in determining the right to vote at the
Annual General Meeting.
2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend
and vote on his behalf. Shareholders may appoint any person as their proxy. Such proxy need not be a
member of the Company. Shareholders who appoint a proxy to vote on their behalf, but wish to specify how
their votes will be cast, should tick the relevant boxes on the Form of Proxy.
3. The instrument appointing a proxy, which is available on the website of the Company at www.vassiliko.com
(under Investors Relations), must be deposited at the Registered Offices of the Company (1A, Kyriakos Matsis
Avenue, 4
th
Floor, CY-1082 Nicosia, Cyprus, fax +357 24 332 651) 24 hours prior to the commencement of the
business of the Annual General Meeting.
4. If such appointor is a company, the Form of Proxy must bear the name of the company, and be signed by its
duly authorised officer/s. In the case of joint shareholders, the Form of Proxy can only be signed by the
person whose name appears first in the Register of Members. Shareholders should confirm that the form of
proxy has been successfully received by the Company by calling +357 24 855 555.
5. Shareholders and/or their proxies who will attend the Annual General Meeting are requested to carry with
them their identity card, or other proof of identification.
6. Any legal entity, which is a shareholder of the Company, may by resolution of its Directors or other governing
body, authorise such person, as it thinks fit to act as its representative at any meeting of the Company, and
the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which
he/she represents, as that corporation could exercise, if it were an individual member of the Company.
VOTING PROCEDURES AT THE ANNUAL GENERAL MEETING
7. At the Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of
hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:
a. by the Chairman, or
b. by at least three members present in person or by proxy, or
c. by any member or members present in person or by proxy and representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the meeting, or
d. by a member or members holding shares in the Company conferring a right to vote at the meeting being
shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid
up on all the shares conferring that right.
ANNUAL REPORT ‘22 | 3
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING (continued)
8. If a poll is demanded in the manner aforesaid, it shall be taken in such a manner, as the Chairman shall direct,
and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
The demand for a poll may be withdrawn.
SHAREHOLDERS RIGHTS AT THE ANNUAL GENERAL MEETING
9. Pursuant to article 127B of Cyprus Companies Law, Cap. 113, shareholders of the Company have the right to
put an item on the agenda of the Annual General Meeting, provided that the item is accompanied by a written
explanation justifying the inclusion of the item or the proposed resolution for approval at the Annual General
Meeting provided that:
a. the shareholder or group of shareholders hold at least 5% of the issued share capital of the Company,
representing at least 5% of the voting rights of shareholders entitled to vote at the meeting for which an
item has been added on the agenda, and
b. the shareholders’ request to put an item on the agenda or resolution (as described above) is received by
the Company’s Secretary in hard copy or electronically at the addresses indicated below at least 42 days
prior to the Annual General Meeting.
Vassiliko Cement Works Public Company Limited
1A, Kyriakos Matsis Avenue, 4
th
Floor, CY-1082 Nicosia, Cyprus
or by fax at +357 24 332 651
or by email at investors@vassiliko.com
10. Pursuant to article 128C of the Cyprus Companies Law, Cap. 113, shareholders have a right to ask questions
related to items on the agenda and to have such questions answered by the Board of Directors of the Company
subject to any reasonable measures the Company may take to ensure the identification of shareholders.
OTHER INFORMATION AND AVAILABLE DOCUMENTS
11. As at 30 March 2023, the issued share capital of the Company is €30.932.457 divided into 71.935.947 ordinary
shares of nominal value €0,43 each.
12. The Annual Report and Financial Statements of the Company for 2022 (incorporating the Notice to and
the Agenda of the Annual General Meeting, Explanatory Notes on the Agenda Items, the Management
Report, the Corporate Governance Report, the Remuneration Report, the Auditors’ Report and the Financial
Statements), and the Form of Proxy are available in electronic form on the website of the Company at
www.vassiliko.com (Investor Relations) and in hard copy at the Company’s Registered Offices, at 1A Kyriakos
Matsis Avenue, 4
th
Floor, 1082 Nicosia.
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING (continued)
EXPLANATORY NOTES
The formal Notice of the 2023 Annual General Meeting is set out on page 1. The Notice asks the shareholders of
Vassiliko Cement Works Public Company Limited to approve a number of items of business. For your information,
the explanatory notes below summarise the purpose of each resolution to be voted on by the Company’s
shareholders at this year’s Annual General Meeting.
RESOLUTION 1: TO CONSIDER THE MANAGEMENT REPORT
The Chairman will present the Management Report for the year 2022.
RESOLUTION 2: TO RECEIVE, CONSIDER AND APPROVE THE ANNUAL FINANCIAL STATEMENTS AND
THE REPORT OF THE AUDITORS
The Chairman will present the Annual Financial Statements and KPMG Limited will present their Audit Report for
the year ended 31 December 2022.
RESOLUTION 3: APPROVE A DIVIDEND PAYMENT
The Directors proposed the payment of a dividend of €0,13 per share, €0,085 out of the profits of the year 2021
included in Retained Earnings and €0,045 out of the profits of 2022. If approved at the Annual General Meeting, the
dividend will be paid to the entitled shareholders registered as at 8 June 2023 (record date). The shares of the
Company will be traded ex-dividend as of 7 June 2023. Payment of the dividend will be made (effected) till the 4
July 2023.
RESOLUTION 4: RE-ELECTION OF DIRECTORS
In accordance with the articles of association Messrs Stavros Galatariotis, Costas Koutsos and Antonis Mikellides
are the Directors who will retire by rotation this year and offer themselves for re- election in accordance with the
Company’s Articles of Association.
Brief details of all Directors appear on pages 19 to 22 of the Annual Report.
RESOLUTION 4: RE-ELECTION OF DIRECTORS
The Shareholders are asked to approve the remuneration report that appears on pages 17 to 18.
RESOLUTION 6: TO FIX THE REMUNERATION OF THE DIRECTORS
The Shareholders are asked to approve that the remuneration of the Directors for the year 2023 remains the
same as for the previous year, i.e.:
€25.000 for the Chairman,
€20.000 for each of the Directors,
€300 representation allowance per presence in a meeting held.
RESOLUTION 7: APPOINTMENT OF AUDITORS
This resolution relates to the re-appointment of KPMG Limited as the Company’s auditors to hold office until the
next Annual General Meeting of the Company, and to authorise the Directors to set their remuneration.
ANNUAL REPORT ‘22 | 4
ANNUAL REPORT ‘22 | 5
OFFICERS, PROFESSIONAL ADVISORS AND BANKERS
Directors: ANTONIOS A. ANTONIOU (Executive Chairman)
GEORGE ST. GALATARIOTIS
COSTAS ST. GALATARIOTIS
STAVROS G. GALATARIOTIS
COSTAS KOUTSOS
CHARALAMBOS PANAYIOTOU
MAURIZIO MANSI MONTENEGRO
ANTONIS MIKELLIDES
ANTONIOS KATSIFOS (until 19/5/2022)
STELIOS S. ANASTASIADES
HAKAN GÜRDAL
MIHAIL POLENDAKOV (as from 19/5/2022)
General Manager: GEORGE S. SAVVA
Financial Manager: MELINA KYRIAKOU
Secretary: MARIA MAVRIDOU
Independent Auditors: KPMG LIMITED
14, ESPERIDON STREET
1087 NICOSIA
CYPRUS
Legal Advisοrs: TASSOS PAPADOPOULOS & ASSOCIATES
CHRYSSES DEMETRIADES & CO. LLC
L. PAPAPHILIPPOU & CO LLC
CHRISTYS & CO LLC
IOANNIDES DEMETRIOU LLC
Bankers: ALPHA BANK LTD
BANK OF CYPRUS PUBLIC COMPANY LTD
EUROBANK EFG CYPRUS LTD
HELLENIC BANK PUBLIC COMPANY LTD
NATIONAL BANK OF GREECE (CYPRUS) LTD
NATIONAL BANK OF GREECE SA
UBS SWITZERLAND AG
Registered office: 1A, KYRIAKOS MATSIS AVENUE
1082 NICOSIA
CYPRUS
Registered number: HE 1210
Internet website: www.vassiliko.com
ANNUAL REPORT ‘22 | 7
MANAGEMENT REPORT
The Board of Directors of Vassiliko Cement Works Public Company Limited (the “Company”) presents to the
members of the Company its annual report together with the audited consolidated and separate financial
statements of the Company for the year ended 31 December 2022.
FINANCIAL STATEMENTS
The consolidated financial statements for the year 2022 include the results of the holding company, its subsidiaries
and associate companies.
PRINCIPAL ACTIVITIES
The Group's principal activities are the production of clinker and cement, which are distributed in the local and
international markets.
REVIEW OF DEVELOPMENTS, POSITION AND PERFORMANCE OF THE OPERATIONS
The revenue for 2022 reached €142.661 thousand compared to €101.419 thousand for 2021, showing an increase
of 40,7%.
Due to the Ukraine war and the subsequent energy crisis in Europe, coupled with rising CO
2
emissions prices,
operational costs have been significantly impacted. The Company has experienced adverse effects due to the
increased expenses associated with energy, shipping, and carbon emissions. Although the cost of fossil fuels was
significantly higher, the Company has partially offset this increase with the replacement with alternative fuels.
To address the ongoing challenges posed by the energy crisis, the Company is actively pursuing its strategy of
replacing traditional fossil fuels with alternative sources. This approach not only provides financial benefits but also
helps reduce the environmental impact of the Company's operations. The Company will continue to pursue this
strategy further to ensure long-term sustainability.
FINANCIAL RESULTS
The results of the Group are presented in the consolidated statement of profit or loss and other comprehensive
income. Profit for the year ended 31 December 2022 amounted to €12.897 thousand compared to €17.441
thousand in 2021.
DIVIDENDS
On 6 October 2022, the Board of Directors approved the payment of an interim dividend of €0,06 per share of
€4.316 thousand.
The Board of Directors recommends the payment of a dividend of €9.352 thousand or €0,13 per share, €0,085 out
of the profits of the year 2021 included in Retained Earnings and €0,045 out of the profits of 2022.
MAIN RISKS AND UNCERTAINTIES
Statements made in this report that are not historical facts, including the expectations for future volume and pricing
trends, demand for the products, energy costs and other market developments are forward looking statements.
These statements are not guarantees of future performance and involve risks, uncertainties and assumptions
(“Factors”), which are difficult to predict.
ANNUAL REPORT ‘22 | 8
MANAGEMENT REPORT (continued)
Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking
statements include, but are not limited to: the cyclical nature of the Company's business; national and regional
economic conditions; currency fluctuations; energy prices; emission rights price fluctuation; seasonal nature of the
Company’s operations; levels of construction spending and, in particular, in Government infrastructure projects
announced; supply/demand structure of the industry; competition from new or existing competitors; unfavourable
weather conditions during peak construction periods; changes in and implementation of environmental and other
governmental regulations. In general, the Company is subject to the risks and uncertainties of the construction
industry. The forward-looking statements are made as of this date and the Company undertakes no obligation to
update them, whether as a result of new information, future events or otherwise.
Further information for risks and uncertainties to which the Group is exposed, is disclosed in note 34 of the
financial statements.
FUTURE DEVELOPMENTS
Due to the energy crisis and new EU directives on CO
2
emissions rights policy, the Company is facing several
challenges. These directives will also escalate the cost of emissions compliance even further. In response, the
Company is continuing to implement its strategy to replace traditional fossil fuels with alternative sources. This is
aimed at reducing the environmental impact of its operations and lowering the cost of compliance.
Furthermore,
the Company is in the process of expanding the Photovoltaic Park capacity, in an effort to reduce
further its enviromental footprint.
EVENTS AFTER THE REPORTING PERIOD
The important events that occurred after the reporting period are disclosed in note 38 of the financial statements.
SHARE CAPITAL
The issued share capital of the Company comprises 71.935.947 ordinary shares of €0,43 per share. There were
no changes to the share capital of the Company during 2022. The Company’s shares are listed on the Cyprus
Stock Exchange (CSE).
There are no restrictions on the transfer of the Company’s shares other than the requirements of the Market
Abuse Regulation, which relates to transactions by persons in possession of inside information and persons
discharging managerial responsibilities, as well as persons closely associated with them.
The Company does not have any shares in issue which carry special control rights.
AGREEMENTS WHICH ARE EFFECTIVE UPON A CHANGE OF CONTROL OF THE COMPANY
The Company has not contracted any agreement which becomes effective, is amended or ceases to apply in
case of change of control following a public tender offer to the Company’s shareholders or the proposal of a
resolution to the general meeting of the Company for a merger, acquisition or sale of its operations.
There are no agreements with the Executive Directors or employees of the Company providing for compensation
in case of resignation or dismissal without a valid reason or for termination of their employment due to a public
tender offer for the acquisition of the shares of the Company. In case of termination by the Company of the
employment of Executive Directors or employees, prior to their retirement, the Company has to compensate them
according to the provisions of the Law and the Company’s agreements with the Trade Unions.
DIRECTORS’ INTEREST IN THE SHARE CAPITAL OF THE COMPANY
The beneficial interest in the Company’s shares held by members of the Board of Directors, directly or indirectly,
at 31 December 2022 and 25 March 2023, is set out in note 30 of the Financial Statements.
ANNUAL REPORT ‘22 | 9
MANAGEMENT REPORT (continued)
BRANCHES
During the year, the Group did not operate any branches.
BOARD OF DIRECTORS
The members of the Board of Directors on the date of the report appear on page 5. In accordance with the
Company’s Articles of Association (Article 92), at the next Annual General Meeting, Messrs Stavros Galatariotis
(Non-Executive Director), Costas Koutsos (Non-Executive Director) and Antonis Mikellides (Independent Director)
retire from office by rotation and, being eligible, offer themselves for re-election.
The Directors who served during the period from 19 May 2022, the date of the last Annual General Meeting, till
this date were the following:
Antonios A. Antoniou
George St. Galatariotis
Costas St. Galatariotis
Stavros G. Galatariotis
Costas Koutsos
Charalambos Panayiotou
Maurizio Mansi Montenegro
Antonis Mikellides
Stelios S. Anastasiades
Hakan Gürdal
Mihail Polendakov
The responsibilities of the Directors as members of the Board Committees are disclosed in the Corporate
Governance Report.
There were no material changes to the compensation of the Board of Directors.
CORPORATE GOVERNANCE STATEMENT
The Company recognises the importance of implementing corporate governance principles and adopted the
CSE’s Corporate Governance Code and applies its principles. The CSE’s Corporate Governance Code is
available on the CSE website (www.cse.com.cy).
The Company has adopted the 5
th
Revised Edition of the Corporate Governance Code, issued by the Cyprus
Stock Exchange in January 2019, which is applicable for the Corporate Governance Report for the year ending
31 December 2019 onwards. At the date of this report, the principles of the Corporate Governance Code are
partly implemented, given that the Principle regarding Board Balance, the Provision B.1.2 of the Corporate
Governance Code, regarding the independence criteria of the members of the Remuneration Committee, and
the number of Audit Committee meetings were not fully met.
The Corporate Governance Report of the Company for 2022 is available on the website of the Company
(www.vassiliko.com).
The rules governing the composition and function of the Board of Directors and the appointment and replacement
of its members as well as the composition and function of the Board Committees are set out in Section B of the
Report on Corporate Governance.
ANNUAL REPORT ‘22 | 11
CORPORATE GOVERNANCE REPORT
SECTION A
The Company has adopted the 5
th
Revised Edition of the Corporate Governance Code, issued by the Cyprus
Stock Exchange in January 2019, which is applicable for the Corporate Governance Report for the year ending
31 December 2019 onwards. At the date of this report the principles of the Corporate Governance Code are
partly implemented, given that the Principle regarding Board Balance, the Provision B.1.2 of the Corporate
Governance Code, regarding the independence criteria of the members of the Remuneration Committee, and
the number of Audit Committee meetings were not fully met.
SECTION B
THE BOARD
The Company is headed by the Board of Directors, which at 31 December 2022, comprised one Executive and
ten non-Executive Directors and is responsible to the shareholders for the proper management of the company
“Τσιμεντοποιία Βασιλικού Δημόσια Εταιρεία Λίμιτεδ” (English translation “Vassiliko Cement Works Public Company
Limited”) and its subsidiaries. The non-Executive Directors comprised two independent Directors and eight non-
independent Directors. The members of the Board (excluding the Chairman) comprised two independent non-
Executive Directors and eight non-independent Directors, all of which are non-Executive Directors. The
independent non-Executive Directors of the Board were Mr. Antonis Mikellides and Mr. Stelios S. Anastasiades.
The size and composition of the Board of Directors allow for the effective exercise of its responsibilities and reflect
the Company’s size, activity and ownership status. The Board of Directors is sufficiently diversified in terms of
age, educational and professional background reflecting a sufficiently wide range of experiences. Regarding the
recommendation of the Corporate Governance Code for gender diversity amongst the board members, the Board
of Directors in the appointments process positively considers nominations which promote gender diversity, without
adversely affecting the educational and professional background diversification of the Board of Directors.
The Board of Directors of the Company, as at the date of this report, comprises the following members:
Antonios Antoniou – Executive Chairman
George Galatariotis – Νon-Executive Director
Costas Galatariotis – Νon-Executive Director
Stavros Galatariotis – Νon-Executive Director
Costas Koutsos – Νon-Executive Director
Charalambos Panayiotou – Νon-Executive Director
Maurizio Mansi Montenegro – Νon-Executive Director
Antonis Mikellides – Independent non-Executive Director
Stelios S. Anastasiades – Independent non-Executive Director
Hakan Gürdal – Νon-Executive Director
Mihail Polendakov – Νon-Executive Director
The Company’s shares are traded in the Alternative Market of the Cyprus Stock Exchange. Corporate governance
provisions regarding Board Balance for Companies listed in the Alternative Market provide that the majority of
the non-Executive Directors, or at least two Directors, have to be independent non-Executive Directors. The
Company complies with the above Board Balance provision, since two members of the Board are Independent
non-Executive Directors. Based on the provisions of the Corporate Governance Code, and given that the Board
ANNUAL REPORT ‘22 | 12
CORPORATE GOVERNANCE REPORT (continued)
of Directors is comprised of two Independent non-Executive members and nine non-Independent members
(executive and non-executive), Board Balance is not met according to Principle A.2 of the Corporate Governance
Code.
Mr. Stelios S. Anastasiades, independent non-Executive Director, was appointed on 30 May 2017 as Senior
Independent Director. The Senior Independent Director of the Company is available to shareholders if they have
concerns that have not been resolved through the normal channels of contact with the Executive Chairman, or
the General Manager or for which such contact is inappropriate. The Senior Independent Director will attend
sufficient meetings of major shareholders and financial analysts to develop a balanced understanding of the
issues and concerns of such shareholders. The Senior Independent Director can be contacted initially via the
Company Secretary at the Registered Office of the Company.
The Board has six scheduled meetings a year, setting and monitoring the Group’s strategy, reviewing trading
performance, ensuring adequate funding, examining major capital expenditure, formulating policy on key issues
and reporting to shareholders where appropriate. The Board of Directors convened six times during 2022. In
accordance with best practice, the Board has established the Audit Committee, the Remuneration Committee
and the Nominations Committee as per the requirements of the Code. The Company Secretary is responsible to
and appointed by the Board and all Directors have access to her advice and services. Directors may obtain
independent professional advice if necessary, at the Company’s expense. Formal agendas, papers and reports
are supplied to Directors in a timely manner, prior to Board meetings. Briefings are also provided at other times,
for example, through operational visits and business presentations.
EXECUTIVE CHAIRMAN AND GENERAL MANAGER
The division of responsibility for the management of the Group between the Executive Chairman and the General
Manager of the Company is presented below.
The Executive Chairman of the Company, Mr. Antonios Antoniou has, among others, the following duties and
responsibilities:
• Determines the Agenda of the meeting of the Board of Directors.
• Chairs the Meetings of the Board of Directors and the General Meetings of the Shareholders of the
Company.
• Reviews the information and documents and confirms their relevance in order to be submitted to the
Members of the Board of Directors prior to the Board Meetings.
• Reviews the strategy of the Group with the General Manager of the Company.
• Represents the Company in all its major dealings.
• Meets with the major shareholders of the Company and conveys their suggestions to the Board of Directors.
• Cooperates with the General Manager of the Company to determine the strategic targets of the Group
according to the developments of the sector within which the Group operates and secures the thorough
appraisal of the Company’s strategic or other development proposals and the presentation thereof to the
Board of Directors for final approval.
• Evaluates and promotes various other proposals of the General Manager.
• Represents together with the General Manager and/or selective members of the Management Team the
Company at various meetings for the promotion of the strategic targets of the Company.
• Develops and maintains effective relationships with the Company’s stakeholders ensuring the continuity
and the sustainable development of the business.
ANNUAL REPORT ‘22 | 13
CORPORATE GOVERNANCE REPORT (continued)
• Supervises the internal control system, secures the proper implementation of the Company’s targets and
updates the Board of Directors on the related progress.
• Holds periodic meetings with the management of the Company to discuss various specific subjects.
The General Manager of the Company, Mr. George Savva, has, among others, the following duties and
responsibilities:
• To manage the Company in line with the strategy and the commercial targets determined by the Board of
Directors and in compliance with all relevant laws, regulations, Corporate Governance codes as well as
internal policies and procedures.
• To ensure the daily smooth operation of the Company in line with the policy, the targets and the budgets
approved by the Board of Directors.
• To ensure timely and effective implementation of the strategic resolutions of the Board of Directors in
agreement with the Executive Chairman.
• In cooperation with the Executive Chairman to manage the business development of the Company’s
activities, its subsidiaries and associates.
• To inform regularly the Executive Chairman regarding all the major issues of the Company, including the
current status of the operations of the Company.
• To implement procedures to ensure existence of an efficient internal control system.
• To define and introduce appropriate rules, measures and procedures to govern operations at risk.
• To identify the main business risks and approve the relevant action plans to mitigate them.
APPOINTMENTS TO THE BOARD
The Nominations Committee is chaired by Mr. G. Galatariotis (non-Executive Director) and is composed of
two other Directors, Messrs C. Koutsos (non-Executive Director) and M. Mansi Montenegro (non-Executive
Director). Mr. M. Mansi Montenegro was appointed on the 16
th
of March 2023 to fill the vacant position that arose
due to the retirement of Mr. A. Katsifos member of the Nominations Committee until the 19
th
of May 2022. All the
members of the Committee are non-Executive Directors. The Nominations Committee is responsible for the
selection and nomination of any new Director, for the Board’s consideration. The Committee is responsible to
carry out a selection process. Upon the appointment of a new Director, appropriate training is provided as
required. In accordance with the Articles of Association of the Company and the Corporate Governance Code, at
least three out of the eleven Directors of the Company (excluding the Executive Chairman of the Company) retire
by rotation every year (each Director retires every three years) and, if eligible, may offer themselves for re-
election. The Board has set the 75
th
year of age as the year of retirement however, reserved the right to make
exceptions to the retirement age policy.
RELATIONS WITH SHAREHOLDERS
Importance is attached to maintaining a dialogue with the Company’s institutional shareholders. The Annual
General Meeting is used as a forum for communicating with shareholders, providing briefings on the Company’s
performance during the year under review and current business activity. There will be an opportunity for
shareholders to meet with and put questions to the Directors, including the chairmen of the Audit, Nominations and
Remuneration Committees. At Annual General Meetings, separate resolutions are proposed on each substantially
separate issue and the number of proxy votes received for and against each resolution is announced. Members
with voting rights of 5% may place items on the agenda of Annual General Meetings by submitting such items,
either in hard copies or soft copies (electronic), accompanied with relevant explanations, at least 42 days before
the date of the Annual General Meeting. Notices of Annual General Meetings are sent to the shareholders at least
21 days before the meeting. The Board of Directors appointed Mr. George Savva as Investor Liaison Officer to
facilitate better communication with shareholders and investors.
ANNUAL REPORT ‘22 | 14
CORPORATE GOVERNANCE REPORT (continued)
FINANCIAL REPORTING
The preparation and presentation of this report and financial statements and other price sensitive public reports,
seek to ensure that reports are prepared in a way that represent a balanced and understandable assessment of
the Group’s position and prospects.
INTERNAL CONTROL
Risk assessment and review is carried out by the executive management with details of significant risks being
documented. Periodic reports relating to significant risks and associated controls are prepared from this
documentation and presented to the Board for its review. The Board has overall responsibility for the Group’s
systems of internal control and for reviewing their effectiveness on an annual basis, as well as of the procedures
which confirm the accuracy, completeness and validity of the information that is provided to the investors. The
review covers all systems of internal control, including financial and operational systems, as well as compliance
systems and systems for the management of risks, which threaten the attainment of the Company’s objectives.
On the basis of the process described above during the year the Internal Auditors prepare Internal Audit Reports
addressed to the Audit Committee which informs the Board through its Annual Internal Audit Report. According
to the Internal Auditors Reports, the systems of internal control do not present any significant weaknesses. The
Board has reviewed the key risks inherent in the Group, together with the operating, financial and compliance
controls that have been implemented to mitigate those key risks. However, any system of internal control can
provide only reasonable and not absolute assurance against material misstatement or loss. The Board has put in
place an organisation structure with clearly defined lines of accountability and delegated authority. The principles
have been designed to establish clear local operating autonomy within a framework of central leadership, stated
aims and objectives. Procedures were established for business planning, budgeting, capital expenditure approval
and treasury management. The Executive Chairman and the General Manager regularly review the operating
performance of each business and monitor progress against business plans.
The Board of Directors assures that to the best of its knowledge, there has been no violation of the Securities and
Stock Exchange of Cyprus Laws and Regulations.
AUDIT COMMITTEE AND AUDITORS
The Audit Committee comprises of the Independent non-Executive Director, Mr. St. S. Anastasiades, (Chairman),
Mr. C. Galatariotis (non-Executive Director) and Mr. A. Mikellides (Independent non-Executive Director). The
majority of the members of the Audit Committee, including the Chairman, are Independent non-Executive
Directors. The Committee met three times during 2022, as further meetings were not deemed necessary, thus
the minimum number of meetings set by the Corporate Governance Code i.e. four meetings was not met during
2022. The Committee meetings provide a forum for reporting by the Group’s external and internal auditors who
have access to the Committee for independent discussion, without the presence of Executive Directors.
The Audit Committee reviews a wide range of financial matters including the annual and half-yearly results,
statements and accompanying reports, before their submission to the Board and monitors the controls which are
in force to ensure the integrity of the financial information reported to shareholders, and also oversees the
procedures for the selection of accounting policies and accounting estimates for the Company’s financial
statements and ensures that a mechanism is in place to ensure the Company’s assets, including the prevention
and detection of fraud. The Audit Committee also advises the Board on the appointment and termination
of appointment of external auditors and on their remuneration both for audit and non-audit work, and is
responsible for keeping under continuous review the scope and results of the audit and its cost-effectiveness and
the independence and objectivity of the auditors. The External Auditors of the Company provide permitted non-
ANNUAL REPORT ‘22 | 15
CORPORATE GOVERNANCE REPORT (continued)
audit services to the Company. The provision by the External Auditors of non-audit services do not impair their
independence and objectivity and they comply with the principles of independence in accordance with the relevant
directive. Furthermore, the Audit Committee proposes to the Board of Directors the appointment and revocation
of appointment of the audit firm assigned with the Internal Audit functions, and ensures its independence.
The Group’s internal audit function is outsourced to PricewaterhouseCoopers Ltd, a professional Auditors Firm,
which monitors the Group’s internal financial control, the internal control systems and risk management systems
and reports to the Management and to the Audit Committee.
The Audit Committee considers the above mentioned periodic reports whereas the Management is responsible
for the implementation of the recommendations made by internal audit that carry out post-implementation
reviews. The external auditors carry out independent and objective reviews and tests of the internal financial
control processes, only to the extent that they consider necessary to form their judgement when expressing their
audit opinion on the accounts.
The Audit Committee discusses extensively with the auditors significant audit findings arising during their audit
work, which were resolved or remained unresolved, as well as the auditor’s report which refers to weaknesses in
the internal control system, in particular those concerning the procedures of financial reporting and the preparation
of financial statements.
GOING CONCERN
After making appropriate enquiries, the Directors consider that the Group has adequate resources to continue in
operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis
in preparing the accounts and state that the Company intends to operate as a going concern for the next twelve
months.
REMUNERATION COMMITTEE
The Remuneration Committee comprises of three non-Executive Directors. The members of the Remuneration
Committee are Messrs Ch. Panayiotou (non-Executive Director), St. Galatariotis (non- Executive Director) and A.
Mikellides (Independent non-Executive Director). The Committee is chaired by Mr. Ch. Panayiotou who has
knowledge and experience in remuneration policy. Even though all the members of the Remuneration Committee
are non-executive Directors, only one director out of the three members of the Remuneration Committee is
independent non-executive director according to the criteria of independency of a director as these are defined
by the provision A.2.3. of the Corporate Governance Code. The Committee will usually meet at least once a year.
The Group Executive Chairman will normally be invited to attend its meetings in order to make recommendations
regarding the remuneration of the General Manager and the Deputy General Manager. The Committee periodically
reviews the Directors’ remuneration under their capacity as non-Executive Directors and members of the Board’s
Committees, as well as the remuneration policy for Executive Directors, the General Manager and the Deputy
General Manager. Independent external legal and consultancy advice is obtained when necessary. The Group
Executive Chairman is not present when his own remuneration is discussed.
The Remuneration policy of the Directors of the Company is included in the Remuneration Report (page 17).
ANNUAL REPORT ‘22 | 16
CORPORATE GOVERNANCE REPORT (continued)
DIRECTORS SEEKING RE-ELECTION
All the Directors are subject to election by the shareholders at the first Annual General Meeting that follows their
appointment and thereafter retire every three years. According to the Articles of Association, one third of the ten
Company Directors (excluding the Executive Chairman of the Company) retire from the Board at each Annual
General Meeting. The Directors liable to retirement according to the above provisions are those who served as
members of the Board for the longest period since their last election.
In accordance with the Company’s Articles of Association (Article 92), at the next shareholders Annual General
Meeting Messrs Stavros Galatariotis (Non-Executive Director), Costas Koutsos (Non-Executive Director) and
Antonis Mikellides (Independent Director) shall retire from office by rotation. All above mentioned Directors, being
eligible, shall offer themselves for re-election.
LOANS AND GUARANTEES GRANTED TO DIRECTORS
No loans and/or guarantees were granted to the Directors of the Company or to Directors of any subsidiary or
associated company, either by the Company itself or by its subsidiary or associated companies, and there are
also no monies receivable from any company involved with a Director, and/or any person related to him.
COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE OFFICER
The Board of Directors appointed Mr. George Savva, General Manager of the Company, at the position of
Compliance with the Code of Corporate Governance Officer.
ANNUAL REPORT ‘22 | 17
REMUNERATION REPORT
The Remuneration Report of the Company for the year 2022 has been prepared according to Appendices 1 and
2 of the Corporate Governance Code.
REMUNERATION COMMITTEE
The Remuneration Committee of the Board is responsible for ensuring that the remuneration packages awarded
to Executive Directors are appropriate to individual levels of responsibility and performance, are consistent with
the Company’s remuneration policy, and are in line with the principles of the Corporate Governance Code.
REMUNERATION POLICY
The Board’s policy is to employ high calibre people for its key positions. It requires a corresponding level of
performance from those people and seeks to reward accordingly. The Group may commission special reviews from
time to time to assess the Directors’ compensation levels. Account is taken of the salary and total remuneration
levels prevailing in comparable jobs both inside and outside the Construction and Building Materials sector,
together with the individual performance and contribution of each Executive Director.
The remuneration of the Executive Chairman and the General Manager includes variable-pay components
to ensure that the executive remuneration is linked to the Company’s performance. A maximum limit of the
variable-pay component is set. The non-variable component is deemed as sufficient remuneration, even when a
variable remuneration is not granted. The Board considers that packages of this nature are consistent with
prevailing practice and are necessary to attract, retain and reward executives of the calibre the Group requires.
In developing this policy, the Board has given full consideration to the provisions of the Corporate Governance
Code. The annual incentive plan rewards for the performance of each year and is paid in cash. The maximum
bonus payment is based on the evaluation of the performance of the Executive Chairman and the General
Manager assessed by the Remuneration Committee at the end of each year. The Remuneration Committee
evaluates the performance of the Executive Chairman and the General Manager considering the Company’s
financial performance, costs containment measures, measures towards the Group’s long-term viability, as well
as non-financial criteria relating to development and creating long term value for the Group. Bonuses granted in
2022 concern rewards for the financial performance of the Company for year 2022. The Company reserves the
right for full or partial recovery of any bonuses granted on the basis of information which subsequently proves to
be inaccurate.
In addition to the base salary and incentive plan participation, the Executive Chairman and the General Manager
enjoy the same benefits as other employees of the Company, which in the case of the General Manager include
the provident fund.
No significant changes were made to the remuneration policy of the Company for year 2022 compared to the
previous year.
The total remuneration of the sole Executive Director under his capacity as Executive for the year 2022 was
€295.475.
PENSION SCHEME
All the Employees of the Company, including the General Manager, were members of the Company’s Provident
Fund during 2022, which is a defined contribution scheme. No other additional pension schemes exist for the
Executive Member of the Board.
ANNUAL REPORT ‘22 | 18
REMUNERATION REPORT (continued)
EMPLOYMENT CONTRACTS
Employment of Executive Directors are for indefinite periods, however, notice periods do not exceed one year as
per the requirements of the Corporate Governance Code. In case of termination by the Company of the
employment of Executive Directors, prior to their retirement, the Company has to compensate the Executive
Directors according to the provisions of the Law.
NON-EXECUTIVE DIRECTORS
The remuneration of the Directors, both Executives and non-Executives, for services rendered to the Company
as Directors, is determined by the annual general meeting of the Company on the proposal of the Board. The
non-Executive Directors have letters of appointment for a three-year term. They do not participate in any profit
sharing, share option or other incentive scheme. The remunerations for each of the Directors for 2022 were
€20.000, and €25.000 for the Chairman and €300 per meeting for attendance in person.
EXECUTIVE AND NON-EXECUTIVE DIRECTORS’ REMUNERATIONS
The remunerations of the Directors, Executives and non-Executives, under their capacity as Directors of the
Company and as members of the Board of Directors’ Committees as well as under their capacity as Executive
Directors for 2022 were as follows:
Directors
Fees as
Members of the
Board and its
Committees
Fees and
emoluments
as
executives
Bonuses
Other
Benefits
Social
Benefits
Provident
Fund
Total
Remuneration
€
€
€
€
€
€
€
Executive Directors
Antonios Antoniou
26.800
216.000
70.000
9.475
-
-
322.275
Non-Executive Directors
George St. Galatariotis
23.300
-
-
-
-
-
23.300
Costas St. Galatariotis
22.700
-
-
-
-
-
22.700
Stavros G. Galatariotis
23.600
-
-
-
-
-
23.600
Costas Koutsos
23.300
-
-
-
-
-
23.300
Charalambos Panayiotou
23.600
-
-
-
-
-
23.600
Maurizio Mansi Montenegro
21.500
-
-
-
-
-
21.500
Antonis Mikellides
22.100
-
-
-
-
-
22.100
Antonios Katsifos
8.516
-
-
-
-
-
8.516
Stelios S. Anastasiades
22.400
-
-
-
-
-
22.400
Hakan Gürdal
21.500
-
-
-
-
-
21.500
Mihail Polendakov
12.684
-
-
-
-
-
12.684
252.000
216.000
70.000
9.475
-
-
547.475
The Independent Non-Executive Directors, Messrs A. Mikellides and St. S. Anastasiades did not receive from the
Company, during their tenure and the 12 months preceding their appointment to the Board, any other material
compensation, besides their remuneration as members of the Board of Directors of the Company.
LOANS AND GUARANTEES GRANTED TO DIRECTORS
No loans and/or guarantees were granted to the Directors of the Company or to Directors of any subsidiary
company or to their related parties by the Company and its subsidiary companies.
ANNUAL REPORT ‘22 | 19
DIRECTORS’ CURRICULA VITAE
ANTONIOS ANTONIOU – EXECUTIVE CHAIRMAN
Mr. Antonios Antoniou was born in London. He studied at the University of London where he obtained a BSc
(Hons) degree and a postgraduate diploma.
Mr. Antoniou worked for 5 years as a Biochemist at University College London and for 3 years as a Computer
Systems Analyst at British Gas Headquarters in London. He was a founding partner of AMER World Research
Ltd and Deputy General Manager from 1983 until 1998. From 1998 until December 2006 he served as Senior
Vice President (Operations and Systems) of Nielsen Europe and was a member of the European Executive
Committee.
As from February 2008 he has been the Executive Chairman of Vassiliko Cement Works Public Company Ltd.
From August 2017 until December 2019 he undertook the additional role of the Chief Executive Officer of the
Company.
As from January 2021 he is the Chairman of the Cyprus Employers & Industrialists Federation (OEB). He is a
Member of the Board of Directors of OEB since July 2011 and Member of its Executive Committee since
December 2013. From January 2019 until December 2020 he was the Vice-Chairman of OEB.
GEORGE ST. GALATARIOTIS
Mr. George St. Galatariotis was born in Limassol in 1947. He studied Business Administration at City Polytechnic
in London.
Mr. George Galatariotis is Executive Chairman of Galatariotis Group of Companies, Executive Chairman of The
Cyprus Cement Public Company Ltd and K&G Complex Public Company Ltd, as well as a Member of the Board
of Directors of Enerco – Energy Recovery Limited. He is also Member of the Board of Directors of several other
private and public companies. He is a Trustee of the Cyprus Conservation Foundation (Terra Cypria). Mr. George
Galatariotis has also served as a member of the Board of Limassol Chamber of Commerce and Industry and the
Cyprus Ports Authority. As from 2017 Mr. Galatariotis is a member of the Board of Directors of the Cyprus
Employers & Industrialists Federation.
COSTAS ST. GALATARIOTIS
Mr. Costas St. Galatariotis was born in Limassol in 1963. He graduated the 5
th
Gymnasium of Limassol and he
studied Economics, Industry and Commerce at the London School of Economics and Political Science.
Mr. Costas Galatariotis is Executive Chairman of the Galatariotis Group of Companies, member of Boards of
Directors of several private and public companies, Vice President of the Board of the Cyprus Chamber of
Commerce and Industry (LCCI) and a Member of the Bicommunal Technical Committee on Economic and
Commercial Matters.
Mr. Costas Galatariotis has served as Honorary Consul General of Japan in Cyprus from 2007 until 2012,
President of the Board of the Limassol Chamber of Commerce and Industry from 2014 until 2020 and Vice
Chairman of the Board of the Cyprus Investment Promotion Agency (CIPA) from 2018 until 2021.
ANNUAL REPORT ‘22 | 20
DIRECTORS’ CURRICULA VITAE (continued)
STAVROS G. GALATARIOTIS
Mr. Stavros Galatariotis was born in Limassol in 1976. In 1999 he graduated from the University of Surrey
with a BSc in Business Economics (First Class). During his studies he was awarded the CIMA award by the
Chartered Institute of Management Accountants. Stavros holds an MBA from the Cyprus International Institute of
Management.
Since 2000, Stavros Galatariotis is an Executive Director of the Galatariotis Group of Companies and a member
of the Board of Directors of several private and public companies. He is a Director of Vassiliko Cement Works
Public Company Limited since 2008.
COSTAS KOUTSOS
Mr. Costas Koutsos is the Executive Chairman of KEO Plc and Member of the Board of Directors of Hellenic
Mining Public Company Ltd. Between 1978 and 2011 he was the Managing Director of BMS Metal Pipes Industries
Group. He is a Financial Consultant, Companies Tax Consultant, Secretary and Member of the Board of Directors
of other private companies. Mr. C. Koutsos is a qualified accountant and he has worked for twelve years in a senior
position in an international audit firm. He has a perennial experience in the Cyprus Stock Exchange Market. He
is an active member of various charitable foundations. He served as Member of the Board of Directors of Cyprus
Metal Industry Association, member of the Cyprus Employers and Industrialists Federation from 1985 to 2011.
CHARALAMBOS P. PANAYIOTOU
Mr. Charalambos Panayiotou was born on 6 July 1971. He studied Management Sciences (BSc) at the London
School of Economics and Political Science (1993). He joined Coopers & Lybrand as a Chartered Accountant trainee
in the audit and tax department from 1993 to 1996. He is a member of “The Institute of Chartered Accountants in
England and Wales” as well as a Member of “The Institute of Certified Public Accountants of Cyprus” since 1996.
He then joined the Cyprus Popular Bank Ltd. In 2000 he was appointed Financial Controller of the Holy Bishopric
of Paphos, Executive member of the Board of Directors of St. George Hotel (Management) Ltd as well as of SM
Tsada Golf Ltd until September 2010, upon which date he was appointed as Managing Director of the KEO PLC
Group. He is a Member of the Board of Directors of Hellenic Mining Group Companies. He served as a Member
of the Board of the Hellenic Bank Public Company Ltd from June 2005 to January 2014. During this same period
he served as Chairman of the Hellenic Bank (Investments) Ltd. As from 2017 Mr. Panayiotou is a member of the
Board of Directors of the Cyprus Employers & Industrialists Federation.
MAURIZIO MANSI MONTENEGRO
Mr. Maurizio Mansi Montenegro was born on March 10, 1962. He holds a degree in Statistical Science from Rome
University “La Sapienza” and a post-graduate degree in Strategic and International Marketing from SDA Bocconi
(Milan), after having attended the International Executive Program at “Institut Européen d'Administration des
Affaires” (INSEAD). He started his career in Hewlett Packard as Business Analyst, then as Strategic Planning
Specialist in Agusta – Westland.
In 1990, he joined Italcementi Group as Marketing Analyst Coordinator and, after seven years of experience in the
Group’s Strategic Plan Direction, he has been responsible for Cement Commercial activities in Egypt. In 2007 he
was appointed as Assistant to the C.E.O. of Italcementi S.p.A. and between 2009 and the end of 2016, he was the
Managing Director of Interbulk Trading S.A. Since January 2017 he is General Director Trading of HC Trading, the
trading company of Heidelberg Cement Group. He is also member of the Board of Directors of Interbulk Trading
SA, HC Trading GmbH, HC Trading Malta Ltd and HCT Green Ltd.
ANNUAL REPORT ‘22 | 21
DIRECTORS’ CURRICULA VITAE (continued)
ANTONIS MIKELLIDES
Mr. Antonis Mikellides was born in London in 1978. He studied at the University of Westminster where he obtained
a BA degree in Business Computing and holds a Postgraduate degree in Shipping, Trade and Finance from City
University London as well as a diploma in Terrorism Studies, focusing mainly on Marine Piracy, from the
University of St. Andrews in Scotland.
Mr. Mikellides joined Zela Shipping Co Ltd in London in 2002 as a fleet operator, and in 2006 was in charge of
restructuring the fleet’s management company in Piraeus Greece. As from 2010 he has been a Director, Chief
Financial Officer and Vice-President of Olympia Ocean Carriers Ltd and in 2012 also became a Director of Sea
Trade Holdings. Mr. Mikellides has been elected on the Board of Directors of the Cyprus Union of Shipowners
since 2009.
STELIOS S. ANASTASIADES
Mr. Stelios S. Anastasiades is a Mechanical Engineer, aged 69. He was awarded a First Class Honours B.Sc.
(Eng) degree from the Queen Mary College and a M.Sc. degree and D.I.C from the Imperial College, University
of London.
Mr. Anastasiades is the Managing Director of KONE Elevators Cyprus Ltd, the leading company in Cyprus in the
field of lifts and escalators, with 120 employees and an annual turnover of €17,1 million.
He is the ex-President of the Nicosia Chamber of Commerce and Industry, an honorary member of the executive
committee of the Cyprus Chamber of Commerce and Industry, a member of the Cyprus Technical Chamber and
President of the Board of Directors of the Financial Ombudsman of the Republic of Cyprus. In the past he served
as Vice Chairman of Eurocypria Airlines, member of the Board of Social Insurance, member of the Board of the
Loan Commissioners and member of the board of the Cyprus Organization for Standards and Quality Control.
HAKAN GÜRDAL
Mr. Hakan Gürdal studied mechanical engineering at the Yildiz Technical University in Istanbul and holds an MBA
in International Management from the University of Istanbul.
He joined Çanakkale Çimento (today part of Heidelberg Cement’s joint venture Akçansa in Turkey) in 1992, as
investment engineer to build Istanbul port & terminal. Commissioning terminal, he became terminal manager,
and then Vice General Manager in charge of cement & concrete business lines. He held various management
positions at Akçansa, such as Strategy & Business Development Manager (1996–1997), Vice General Manager
Cement Domestic Sales & Exports (1997–2000) and Vice General Manager Ready-mixed Concrete, Aggregates
and Purchasing (2000–2008), before he became General Manager Akçansa (2008–2014). From 2014 to the end
of January 2016 he was President of the Cement Strategic Business Unit of Sabanci Holding, in charge of Cimsa
& Akcansa.
Mr. Hakan Gürdal has been appointed as member of the Managing Board (Vorstand) of Heidelberg Cement on
1 February 2016. Since 1 April 2016, he is in charge of the Africa & Eastern Mediterranean Basin Group area.
Additionally, from 1 January 2017 until 30 April 2019, he was the Board Level in charge for Group Purchasing
function within Heidelberg Cement. He is chairing Global Alternative Fuel Working Group.
As of 5 April 2019, he is additionally in charge at Board Level for HC Trading.
ANNUAL REPORT ‘22 | 22
DIRECTORS’ CURRICULA VITAE (continued)
MIHAIL POLENDAKOV
Mr. Mihail Polendakov was born in Sofia, Bulgaria in 1964. He graduated from the University of World Economy
with major in International Economic Relations in 1990 and was enrolled within the Senior Management
Development Program of INSEAD in 2002. He took the SUMMIT course of Duke University.
Mr. Mihail Polendakov started his career at HeidelbergCement Group AG as a Commercial Director of Zlatna
Panega Cement AD in 1997 and in 2001 became Country Manager for Zlatna Panega Cement AD, Member of
the Board and Chairman of the Supervisory Board of Granatoid AD, Chairman of the Supervisory Board of “Karieri
za pyasatzi I tchakuli” AD and Executive Director of “Ceskomoravski Cement–Sofia Branch”. In 2004 Mr.
Polendakov was appointed as Director Business Development and M&A of Central Europe East, Russia and CIS
in HeidelbergCement Group AG, Germany. In 2009 Mr. Polendakov became CEO of Black Sea Property Fund
Bulgaria EAD / (BKSA) listed on AIM.
In 2011 Mr. Mihail Polendakov took a role as General Director of HeidelbergCement Russia and had worked there
for 11 years until May 2022. In May 2022 he became General Manager of HeidelbergCement for Bulgaria, Greece
and Albania.
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2022
Note 2022 2021
€000 €000
Revenue 5
Cost of sales
(119.381 ) (73.777 )
Gross profit 23.280 27.642
Other operating income 6
Distribution expenses
(5.758 ) (4.879 )
Administrative expenses
(3.979 ) (4.169 )
Other operating expenses
(1.499 ) (1.442 )
Operating profit before net financing cost 7 14.579 18.509
Finance income
Finance expenses
(531 ) (286 )
Net finance cost 9 (220 ) (174 )
Net profit/(loss) from investing activities 10
Share of profit from equity-accounted investee 18
Profit before tax 15.045 19.017
Taxation 11
(2.148 ) (1.576 )
Profit for the year 12.897 17.441
Other comprehensive income
Items that will not be reclassified to profit or loss
Equity investments at fair value through other comprehensive income - net
change in fair value
19 48 14
Revaluation of property, plant and equipment
13 1.922 -
Items that are or may be reclassified to profit or loss
Deferred tax on revaluation of properties
11 (248 ) (389 )
Other comprehensive income/(loss) for the year
Total comprehensive income for the year
Profit attributable to:
Equity holders of the parent 12.897 17.441
Non-controlling interest
Total comprehensive income attributable to:
Equity holders of the parent
Non-controlling interest
Basic and diluted earnings per share (cents) 12 17,9 24,2
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 30
Company statement of profit or loss and other comprehensive income
for the year ended 31 December 2022
Note 2022 2021
€000 €000
Revenue 5
142.661 101.419
Cost of sales
(119.381) (73.777)
Gross profit 23.280 27.642
Other operating income 6
2.535 1.357
Distribution expenses
(5.758) (4.879)
Administrative expenses
(3.978) (4.190)
Other operating expenses
(1.499) (1.442)
Operating profit before net financing cost 7 14.580 18.488
Finance income
311 112
Finance expenses
(531) (286)
Net finance cost 9 (220) (174)
Net profit from investing activities 10
543 525
Profit before tax 14.903 18.839
Taxation 11
(2.065) (1.484)
Profit for the year 12.838 17.355
Other comprehensive income
Items that will not be reclassified to profit or loss
Equity investments at fair value through other comprehensive income - net
change in fair value
19 48 14
Revaluation of property, plant and equipment
13 1.922 -
Items that are or may be reclassified to profit or loss
Deferred tax on revaluation of properties
11 (248) (389)
Other comprehensive income/(loss) for the year
1.722 (375)
Total comprehensive income for the year
14.560 16.980
Basic and diluted earnings per share (cents) 12 17,8 24,1
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 31
Consolidated statement of financial position
as at 31 December 2022
Note 2022 2021
€000 €000
Assets
Property, plant and equipment
13 219.062 221.837
Intangible assets
15 12.338 12.332
Investment property
14 5.608 5.533
Right-of-use assets
33 1.466 1.583
Investment in equity-accounted investee
18 1.697 1.625
Financial assets at fair value through other comprehensive income
19 280 232
Total non-current assets
Inventories
20 46.232 42.078
Trade and other receivables
21 12.607 6.885
Cash and cash equivalents
22 2.209 1.612
Total current assets
Total assets
Equity
Share capital
23 30.932 30.932
Reserves
Total equity attributable to equity holders of the parent
Liabilities
Interest-bearing loans and borrowings 24
Lease liabilities 33
Deferred taxation
25 23.274 23.910
Provisions for liabilities and charges
26 - 300
Total non-current liabilities
Bank overdrafts 22
Interest-bearing loans and borrowings 24
Lease liabilities 33
Tax payable
Trade and other payables
27 12.199 6.868
Total current liabilities
Total liabilities
Total equity and liabilities
ANTONIOS ANTONIOU
COSTAS GALATARIOTIS
}
Directors
These financial statements were approved and authorised for issue by the Board of Directors and signed on its
behalf on 30 March 2023 by:
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 32
Company statement of financial position
as at 31 December 2022
Note 2022 2021
€000 €000
Assets
Property, plant and equipment
13 219.062 221.837
Intangible assets
15 12.338 12.332
Investment property
14 5.405 5.318
Right-of-use assets
33 1.466 1.583
Investments in subsidiaries
17 10 -
Investment in associate
18 500 500
Financial assets at fair value through other comprehensive income
19 280 232
Total non-current assets
239.061 241.802
Inventories
20 46.232 42.078
Trade and other receivables
21 13.152 7.428
Cash and cash equivalents
22 2.199 1.612
Total current assets
61.583 51.118
Total assets
300.644 292.920
Equity
Share capital
23 30.932 30.932
Reserves
216.751 215.859
Total equity
247.683 246.791
Liabilities
Interest-bearing loans and borrowings 24
12.249 3.801
Lease liabilities 33
1.471 1.542
Deferred taxation
25 23.274 23.910
Provisions for liabilities and charges
26 - 300
Total non-current liabilities
36.994 29.553
Bank overdrafts 22 - 7.761
Interest-bearing loans and borrowings 24
3.454 959
Lease liabilities 33
115 115
Income tax payable
200 875
Trade and other payables
27 12.198 6.866
Total current liabilities
15.967 16.576
Total liabilities
52.961 46.129
Total equity and liabilities
300.644 292.920
ANTONIOS ANTONIOU
COSTAS GALATARIOTIS
}
Directors
These financial statements were approved and authorised for issue by the Board of Directors and signed on its
behalf on 30 March 2023 by:
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 33
Consolidated statement of changes in equity
for the year ended 31 December 2022
Share
capital
Share
premium
Revaluation
reserve
Fair value
reserve
Retained
earnings
Total equity
attributable
to equity
holders of
the parent
Non-
controlling
interest
Total
equity
€000 €000 €000 €000 €000 €000 €000 €000
Balance at 1 January 2021 30.932 45.388 35.503 (413 ) 135.655 247.065 - 247.065
Comprehensive income
Profit for the year - - - - 17.441 17.441 - 17.441
Other comprehensive income
Other comprehensive loss for the year
Total comprehensive income for the year
Transactions with owners of the Company
Contributions and distributions
Dividends (note 29) - - - - (16.545 ) (16.545 ) - (16.545 )
Transfer - - (954 ) - 954 - - -
Balance at 31 December 2021 / 1 January 2022 30.932 45.388 34.160 (399 ) 137.505 247.586 - 247.586
Comprehensive income
Profit for the year
Other comprehensive income
Other comprehensive income for the year
Total comprehensive income for the year
Transactions with owners of the Company
Contributions and distributions
Dividends (note 29)
Transfer
Balance at 31 December 2022 30.932 45.388 34.625 (351 ) 137.943 248.537 - 248.537
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 34
Company statement of changes in equity
for the year ended 31 December 2022
Share
capital
Share
premium
Revaluation
reserve
Fair value
reserve
Retained
earnings
Total
equity
€000 €000 €000 €000 €000 €000
Balance at 1 January 2021 30.932 45.388 35.615 (413) 134.834 246.356
Comprehensive income
Profit for the year - - - - 17.355 17.355
Other comprehensive income
Other comprehensive loss for the year
- - (389) 14 - (375)
Total comprehensive income for the year
- - (389) 14 17.355 16.980
Transactions with owners of the Company
Contributions and distributions
Dividends (note 29) - - - - (16.545) (16.545)
Transfer - - (954) - 954 -
Balance at 31 December 2021 / 1 January 2022 30.932 45.388 34.272 (399) 136.598 246.791
Comprehensive income
Profit for the year - - - -
12.838 12.838
Other comprehensive income
Other comprehensive income for the year
- - 1.674 48 - 1.722
Total comprehensive income for the year
- - 1.674 48 12.838 14.560
Transactions with owners of the Company
Contributions and distributions
Dividends (note 29)
- - - - (13.668) (13.668)
Transfer
- - (1.209) - 1.209 -
Balance at 31 December 2022 30.932 45.388 34.737 (351) 136.977 247.683
Companies, which do not distribute at least 70% of their profits after tax, as defined by the Special Defence Contribution Law of the Republic of Cyprus during the two years after the end of the year
of assessment to which the profits refer, will be deemed to have distributed this amount as dividend on 31 December of the second year. The amount of the deemed dividend distribution is reduced
by any actual dividend already distributed by 31 December of the second year for the year to which the profits refer. Based on the amount of the deemed dividend distribution, the Company pays a
special defence contribution on behalf of the shareholders at a rate of 17% when the entitled shareholders are natural tax residents of Cyprus and have their residence (domicile) in Cyprus. In
addition, effective 1 March 2019 (deemed distribution of dividends for the year 2017), the Company pays a General Health System (GHS) contribution on behalf of the shareholders at a rate of
2,65% (1,70% for the period between 1 March 2019 to 28 February 2020), when the entitled shareholders are natural tax residents of Cyprus, regardless of their domicile.
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 35
Consolidated statement of cash flows
for the year ended 31 December 2022
Note 2022 2021
€000 €000
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation and amortisation charges
Unrealised exchange loss
(311 ) (112 )
Change in fair value of investment property 14
(75 ) 50
Dividend income 10
(8 ) (5 )
Interest expense 9
Share of profit of equity-accounted investee 18
(603 ) (727 )
Loss on disposal of property, plant and equipment 52 71
Provision for bad debts
Bad debts recovered and impairment movement
(75 ) (226 )
Income tax expense 11
Operating profit before changes in working capital and provisions
Changes in:
Trade and other receivables
(5.648 ) 972
Inventories
(4.154 ) (16.366 )
Trade and other payables
Provisions
(300 ) -
Cash generated from operating activities 25.183 16.762
Interest paid
(487 ) (289 )
Tax paid
(3.707 ) (2.340 )
Net cash inflow from operating activities 20.989 14.133
Cash flows to investing activities
Proceeds from disposal of property, plant and equipment
Dividends received
Acquisition of property, plant and equipment 13
(10.490 ) (9.925 )
Acquisition of intangibles 15
(11 ) -
Net cash used in investing activities (10.065 ) (9.334 )
Cash flows to financing activities
Proceeds from new loans raised
Repayment of loans
(5.847 ) (8.181 )
Lease payments 33
(115 ) (115 )
Dividends paid 29
(13.668 ) (16.545 )
Net cash used in financing activities (2.840 ) (24.841 )
Effect of exchange rate fluctuations on cash held
Net increase/(decrease) in cash and cash equivalents 8.358 (19.931 )
Cash and cash equivalents at 1 January
(6.149 ) 13.782
Cash and cash equivalents at 31 December 22 2.209 (6.149 )
13, 15, 33
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 36
Company statement of cash flows
for the year ended 31 December 2022
Note 2022 2021
€000 €000
Cash flows from operating activities
Profit for the year
12.838 17.355
Adjustments for:
Depreciation and amortisation charges
15.230 14.258
Unrealised exchange loss
(311) (112)
Change in fair value of investment property 14
(87) 50
Dividend income 10
(456) (575)
Interest expense 9
531 332
Loss on disposal of property, plant and equipment 52 71
Provision for bad debts
78 -
Bad debts recovered and impairment movement
(75) (226)
Income tax expense 11
2.065 1.484
Operating profit before changes in working capital and provisions
29.865 32.637
Changes in:
Trade and other receivables
(5.650) 993
Inventories
(4.154) (16.366)
Trade and other payables
5.339 (502)
Provisions
(300) -
Cash generated from operations 25.100 16.762
Interest paid (487) (289)
Tax paid (3.624) (2.340)
Net cash inflow from operating activities 20.989 14.133
Cash flows to investing activities
Proceeds from disposal of property, plant and equipment
27 16
Dividends received
409 575
Acquisition of subsidiary company
(10) -
Acquisition of property, plant and equipment 13
(10.490) (9.925)
Acquisition of intangibles 15
(11) -
Net cash used in investing activities (10.075) (9.334)
Cash flows to financing activities
Proceeds from new loans raised
16.790 -
Repayment of loans
(5.847) (8.181)
Lease payments 33
(115) (115)
Dividends paid 29
(13.668) (16.545)
Net cash used in financing activities (2.840) (24.841)
Effect of exchange rate fluctuations on cash held
274 111
Net increase/(decrease) in cash and cash equivalents 8.348 (19.931)
Cash and cash equivalents at 1 January
(6.149) 13.782
Cash and cash equivalents at 31 December 22 2.199 (6.149)
13, 15, 33
The notes on pages 38 to 72 form an integral part of these financial statements.
ANNUAL REPORT ‘22 | 37
Notes to the financial statements
for the year ended 31 December 2022
1 Reporting entity and principal activities
2 Basis of preparation
"Τσιμεντοποιία Βασιλικού Δημόσια Εταιρεία Λίμιτεδ", translated in English as "Vassiliko Cement Works Public Company Ltd" (the
'Company') was established in Cyprus in 1963. The Company is domiciled in Cyprus and is a public company in accordance with the
requirements of the Cyprus Companies Law, Cap. 113 and the Cyprus Stock Exchange Laws and Regulations. The Company's registered
office is at 1A Kyriakos Matsis Avenue, CY-1082 Nicosia, Cyprus .
The consolidated financial statements for the year ended 31 December 2022 consist of the financial statements of the Company and its
subsidiaries (together referred to as the 'Group') and the Group's interest in associates.
The Group and the Company's financial statements (the "financial statements") were authorised for issue by the Board of Directors on 30
March 2023.
ANNUAL REPORT ‘22 | 38
ANNUAL REPORT ‘22 | 39
ANNUAL REPORT ‘22 | 40
ANNUAL REPORT ‘22 | 41
ANNUAL REPORT ‘22 | 42
ANNUAL REPORT ‘22 | 43
ANNUAL REPORT ‘22 | 44
ANNUAL REPORT ‘22 | 45
ANNUAL REPORT ‘22 | 46
ANNUAL REPORT ‘22 | 47
ANNUAL REPORT ‘22 | 48
ANNUAL REPORT ‘22 | 49
Expenses
ANNUAL REPORT ‘22 | 50
ANNUAL REPORT ‘22 | 51
ANNUAL REPORT ‘22 | 52
ANNUAL REPORT ‘22 | 53
ANNUAL REPORT ‘22 | 54
ANNUAL REPORT ‘22 | 55
ANNUAL REPORT ‘22 | 56
ANNUAL REPORT ‘22 | 57
ANNUAL REPORT ‘22 | 58
ANNUAL REPORT ‘22 | 59
ANNUAL REPORT ‘22 | 60
ANNUAL REPORT ‘22 | 61
ANNUAL REPORT ‘22 | 62
ANNUAL REPORT ‘22 | 63
ANNUAL REPORT ‘22 | 64
ANNUAL REPORT ‘22 | 65
ANNUAL REPORT ‘22 | 66
ANNUAL REPORT ‘22 | 67
ANNUAL REPORT ‘22 | 68
ANNUAL REPORT ‘22 | 69
ANNUAL REPORT ‘22 | 70
ANNUAL REPORT ‘22 | 71
ANNUAL REPORT ‘22 | 72