FRIGOGLASS S.A.I.C.
Annual Financial Report 2022
This document has been translated from the original version in Greek.
In the event that differences exist between this translation and the original Greek text ,
the document in the Greek language will prevail over this document.
FRIGOGLASS S.A.I.C.
Commercial Refrigerators
15, A. Metaxa Street
GR-145 64 Kifissia
Athens – Greece
General Commercial Registry:1351401000
1
FRIGOGLASS S.A.I.C.
Commercial Refrigerators
Annual
Financial Report for the period 1 January to 31 December 2022
It is confirmed that the present Annual Financial Report (pages 3 – 188) is prepared in accordance with article
4 of Law 3556/2007 and decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market
Commission, Law 4548/2018 and was approved by the Board of Directors of “FRIGOGLASS S.A.I.C.” on 28 April
2023.
The present Annual Financial Report is available on the corporate website www.frigoglass.com used by the
company. The Financial Statements and the Auditors’ Reports for the subsidiaries which are consolidated, and
they are not listed (in accordance with Capital Markets Board of Director’s Decision 8/754/14.04.2016) can be
found on the following link: https://www.frigoglass.com/financial-results/
TAB
LE OF CONTENTS
Pages
A) Board
of Directors΄ Statement 3
B) Board of Directors΄ Report 4
C) Activity Report of the Audit Committee 86
D) Independent Auditor΄s Report 93
E) Financial Statements for the period 1
st
January to 31
st
December 2022 102
F) Alternative Performance Measures (“APMs”) 185
It is
asserted that for the preparation of the Financial Statements the following individuals are responsible:
The C
hairman of the Board of Directors The Managing Director
Haralamb
os David Nikolaos Mamoulis
The H
ead of Financial Controlling
Vasile
ios Stergiou
2
STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS
In accordance with article 4, par. 2 of Law 3556/2007, we confirm that to the best of our knowledge:
1. the Annual Financial Statements of the Company and the Group of FRIGOGLASS S.A.I.C. for the year
01.01.2022 - 31.12.2022, which were compiled according to the standing accounting standards, describe in a
truthful way the assets and the liabilities, the equity and the results of FRIGOGLASS S.A.I.C, as well as the
subsidiary companies which are included in the consolidation as a whole.
2. the enclosed Board of Directors' report presents in a true manner the development, performance and
financial position of FRIGOGLASS S.A.I.C. as well as of the companies included in the consolidated financial
statements taken as a whole, including the description of the principal risks and uncertainties that they are
facing.
Kifissia, April 28, 2023
The Chairman of the Board of Directors
Haralambos David
The Managing Director
Nikolaos Mamoulis
The Member of the Board of Directors
George Pavlos Leventis
3
BOARD OF DIRECTORS REPORT
Concerning the Annual Financial Report
for the period 1
st
January – 31
st
December 2022
Kifissia, 28 April 2023
Dear Shareholders,
According to Law 4548/2018, Law 3556/2007 and the implementing decisions of the Hellenic Capital Market
Commission, we are submitting the present annual report of the Board of Directors referring to the
consolidated and the parent company financial data of FRIGOGLASS S.A.I.C. for the fiscal year ended on 31
December 2022.
1) Introduction – relating to the Group as it was prior to the Transaction (as described in Note 26)
Frigo
glass (the “Group”) is a leading international producer of Ice‐Cold Merchandisers (ICMs) and a leading
supplier of high
‐qualit
y glass containers and complementary packaging products in West Africa. We are a
strategic partner of the global beverage brands throughout the world, including Coca‐Cola, Pepsi, AB InBev,
Diageo and Heineken. Through our close collaboration with and proximity to our customers, we help them
realize their strategic merchandizing plans, from conception and development of new, customized ICMs and
glass packaging solutions, to a full portfolio of after‐sales customer service for their cold‐drink equipment.
In I
CM Operations, we manufacture and sell ICMs and provide integrated after‐sales customer service for our
products and a range of cold‐drink equipment through the unique and innovative platform ‘‘Frigoserve’’. Our
ICMs are strategic merchandizing tools for our customers, serving not only to chill their products, but also as
a retail space that encourages immediate consumption of our customers’ products, enhance their brands,
enabling increased market penetration and driving their profitability. Our five production facilities are
strategically located in Romania (operational from March 2023), Russia, India, Indonesia and South Africa,
serving different markets primarily based on their location, import restrictions and cost of transportation.
In Glass Operations, we manufacture and sell glass containers, plastic crates and metal crowns. Our products
include a broad range of glass bottles and other containers in a variety of shapes, sizes, colors and weights to
offer solutions to a wide range of customers operating in the soft drinks, beer, food, spirits, cosmetics and
pharmaceutical industries. We currently operate two glass plants, two plastic crates facilities for returnable
glass bottles and one metal crowns plant.
2) Financial and Business Review
Discontinued Operations (as described in Note 33)
In 2
022, Group’s sales from discontinued operations increased by 23.2% y
‐o‐y t
o €473.3 million. Sales in the
Commercial Refrigeration business grew by 11.1% y
‐o‐y, d
riven by pricing initiatives earlier in the year and
increased demand in Asia, Africa and West Europe. This performance was achieved despite the significantly
lower orders in Russia and Ukraine due to the ongoing conflict. Sales in Asia were up 66.1% y‐o‐y, driven by
strong demand in India and market share gains in central Asia. Growth momentum continued in Africa, with
sales growing by 32.7% y
‐o‐y fo
llowing increased orders in South Africa, Nigeria and other east African
countries, as well as price initiatives. We saw a good recovery in West Europe, with sales up 16.8%, driven by
increased beverage consumption in the on
‐tra
de channels. Eastern European sales declined by 13.7% y
‐o‐y,
re
flecting significantly lower orders in Russia and Ukraine. Sales in Russia and Ukraine declined jointly by 31%
y
‐o‐y,
whereas excluding those two countries sales grew by 2% y
‐o‐y.
For the period ended December 31,
2022, the Russian and Ukrainian markets accounted for 8.9% and 0.6% of Group’s sales. In the Glass
4
Operations, growth momentum remained strong throughout the year, with sales increasing by 55.1% to
€164.0 million. This performance was driven by increased demand across all operations, coupled with price
adjustments.
Gro
up’s Adjusted EBITDA from discontinued operations declined by 10.7% y
‐o‐y t
o €44.8 million, with the
respective margin tightening by 3.6 percentage points to 9.5%. Adjusted EBITDA in the Commercial
Refrigeration business declined by 64.1% to €7.7 million, driven by increased raw materials cost, higher
transportation costs mainly from finished goods transfers from Russia, increased idle cost and a less favorable
geographical sales mix. Lower productivity in Romania and Russia following production disruptions and lower
cost absorption in Romania due to limitations of the assembly line also weighed on Adjusted EBITDA. These
factors outpaced the benefits of volume leverage, price adjustments and lower discounts. Adjusted EBITDA
has been aided by €13.9 million related to the Business Interruption claim. Adjusted EBITDA in the Glass
business increased by 29.2% to €37.1 million, with respective margin declining by 4.5 percentage points to
22.7%. The margin decline reflects increased production cost and a less favorable energy sourcing mix due to
gas outages in one of our plants, outpacing the benefits of volume leverage and pricing.
Continuing Operations
In 2022, Group’s Adjusted EBITDA from continuing operations was negative €1.1 million, compared to a
negative Adjusted EBITDA of €1.0 million in last year, driven by increased administrative expenses.
Regarding the Transaction and the Hive‐Down completed after the balance sheet date, refer to Section 6
“Events after Balance Sheet Date and Other Information”.
5
2.2) Parent Company Financial Data
The Parent Company’s losses after taxes reached the amount of € 10,1 million. The total Equity of the company
reached the amount of € 1,9 million.
Following the implementation of the Transaction and the Hive-Down, as described in Note 26 of the Financial
Statements, the activities of Frigoglass SAIC are limited to holding company activities related to its 15% equity
stake in Frigo DebtCo PLC.
3) References to specific Notes and other sections of this document
Details over Frigoglass principal sources of liquidity, material commitments and financing agreements, as well
as material debt instruments and credit facilities are set out on to Note 15 of the Financial Statements.
For Frigoglass critical accounting estimates and judgments refer to Note 4 of the Financial Statements.
The related party transactions are set out on Note 24 of the Financial Statements.
For information about the restructuring and recapitalization of the Group refer to Notes 26 and 33 of the
Financial Statements.
For an overview of the Group’s management activities and responsibilities, refer to section 4 “Corporate
Governance Statement” of the Board of Directors Statement.
6
4) Corporate Governance Statement
This present statement has been drafted in accordance with Article 152 and 153 of Law 4548/2018, as in force
(the “Law”), article 18 par. 3 of Law 4706/2020 and contains all the information required by the respective Greek
legislation, as well as the Greek Corporate Governance Code adopted by the Company, as defined below.
4.1 Code of Corporate Governance
In the framework of its policy of adopting high corporate governance standards, FRIGOGLASS S.A.I.C. (hereinafter
the “Company” or “Frigoglass”) has adopted the Hellenic Code of Corporate Governance of SEV (edition of June
2021) (hereinafter referred to as the "Code"), by virtue of the decision of the Board of Directors of the Company
(the "Board of Directors") dated 17.7.2021. The adoption of the Code is an obligation of the Company arising from
article 17 of Law 4706/2020, which entered into force on 17.7.2021.
Without prejudice to those listed in term 4.11, the Company has fully complied with the optimum corporate
governance practices of the Code, in the pursuit of transparency in communication with its shareholders and on-
going improvement of the corporate framework for the Company’s operations and competitiveness.
The Code also defines the methods by which the Company operates and establishes administrative rules and
procedures governing the relations between the administration, the Board of Directors, the shareholders and all
other persons associated with and affected by actions taken by the Company’s decision-making bodies.
The Code is publicly available on the website:
http://www.frigoglass.com/corporate-governance.
4.2 Practices of Corporate Governance additional to those provided by the law
The Company, in addition to the Code, the Internal Regulation of Operation, which has been adopted in
accordance with article 14 of Law 4706/2020 and the other regulated policies and/or procedures from the current
Greek legislation, is further applying:
a) its code of business conduct and ethics (hereinafter “the Code of Business Conduct and Ethics”), and
b) its supplier code (hereinafter “the Supplier Code”).
Α. Code of Business Conduct and Ethics
The purpose of applying the Code of Business Conduct and Ethics is, inter alia, to shape a framework for business
operations consistent with the principles and rules of morality and transparency, ensure compliance with
international commercial law and the law applicable in the states where the Company is active, maintain high-
level services and products, improve the Company’s profitability, develop an environmentally friendly operating
framework and safeguard human rights through granting of equal rights and avoiding discriminatory treatment
of all parties associated with the Company.
The Code of Business Conduct and Ethics is available on the website at the address: http://www.frigoglass.com
.
Β. The Supplier Code
Through the implementation of the Supplier Code, the Company seeks to create a business environment of
cooperation with its suppliers governed by the principles of morality, transparency, protection of the
7
environment and respect for human rights and the rules of health and safety. More specifically, the Company
focuses on avoiding unfair competition and any involvement in situations of conflict of interest or bribery.
The Supplier Code is available on the website at the address:
http://www.frigoglass.com.
4.3. Information regarding the operation of the General Meeting of shareholders and its powers, as well as a
description of the shareholders rights and how they can exercise them
Α. Operating rules and basic powers of the General Meeting of shareholders
The General Meeting of shareholders (hereinafter the “General Meeting”) is convened by the Board of Directors,
which decides the items to be placed on the agenda, and mandatorily meets at the registered offices of the
Company or in the region of another municipality within the prefecture of the Company’s registered offices, or
another municipality neighbouring the Company’s registered offices, at least once in every financial year and until
the first ten (10) calendar days of the ninth month following the end of the financial year. An Extraordinary General
Meeting may be held whenever the Board of Directors deems that necessary.
The General Meeting is the Company’s supreme corporate body and may decide on any matter affecting the
Company. Its lawful decisions also oblige absent or dissenting shareholders. More specifically, the General
Meeting is the only body competent to decide on:
• any matter laid before it by the Board of Directors or by those entitled, under the provisions of the Law
and the Company’s Articles of Association (hereinafter the “Articles of Association”), to convene a
General Meeting;
• amendments of the Articles of Association. Such amendments are those relating to increases or
reductions of share capital, the winding up of the Company, a change to its nationality or extension of its
term, the merger with another company, its division (demerger), conversion or revival;
• the election of the members of the Board of Directors except in the case of Article 6 (5) of the Articles of
Association and the statutory auditors and the determination of remuneration of the members of the
Board of Directors, which, without prejudice to the remuneration provided for in the Company's
remuneration policy (the "Remuneration Policy"), may include their participation in the distribution of
net income;
• approval or amendment of the annual financial statements, as drawn up by the Board of Directors, and
distribution of the Company’s net profits;
• approval, under special voting carried out by roll-call, of the administration of the Board of Directors and
the discharge of the statutory auditors from any liability after the approval of the annual financial
statements and after hearing the report on the operations of the Board of Directors and the general status
of corporate affairs and the Company itself. The Board of Directors and its employees are entitled to
participate in the above voting, but only with shares owned by them;
• the approval of the Remuneration Policy and the remuneration report of articles 110 and 112 of the Law
respectively;
• hearing of the statutory auditors, regarding the audit they have carried out on the Company’s books and
accounts;
• issuance of a bond convertible into shares or a bond entitling the holder to a share in the Company’s
profits;
• appointment of liquidators, in the event of the Company’s dissolution;
8
• taking legal action against members of the Board of Directors or the auditors, for infringement of their
duties under the Law or the Company’s Articles of Association;
• the approval of the Company’s Suitability Policy and any substantial modification;
• the determination of the type of the Audit Committee of the Company (the “Audit Committee”), the term
of office, the number and the capacity of its members as well as the appointment of its members when
the Audit Committee is an independent committee.
Β. Shareholders’ rights and exercise methods
Each shareholder, owning one share at least, may participate in the General Meeting either in person or by a
power of attorney, in accordance with the relevant provisions of the Law. Persons under age or under judicial
interdiction or supervision and legal entities are represented by their legal representatives. The documents of
representation may be private, provided that they are dated and they are signed by the person who issued them.
The appointment, the revocation or the replacement of a representative can also be made via email in the
timeframe set by Law.
Persons having the shareholder capacity at the beginning of the fifth (5th) day preceding the General Assembly
(record date) are entitled to participate in the General Meeting (including the iterative meeting). The
aforementioned record date is also applicable in any iterative meeting, provided that such iterative meeting does
not take place in a date which is longer than thirty (30) days from the record date. On the opposite or if for such
iterative meeting a new invitation is published, persons having the shareholder capacity at the beginning of the
third (3rd) day preceding the iterative meeting are entitled to participate in the General Meeting.
The other rights of the shareholders are set out in the Company’s Articles of Association and in Law.
The Chairman of the Board of Directors, the Chief Executive Officer, the chairmen of the Committees of the Board
of Directors, as well as the internal and external auditors of the Company are always available to answer
shareholders’ questions.
4.4. Information regarding the composition and operation of the Board of Directors of the Company
Α. Composition of the Board of Directors
The Board of Directors has the central role for Company’s governance and the General Meeting of shareholders
has the responsibility to appoint the directors of the Board. The Board of Directors has the responsibility to deal
with the Company’s affairs exclusively in the interest of the Company and its shareholders within the existing
regulatory framework.
All actions taken by the Board of Directors, even if they are not directly related to Company’s goals, bind the
Company against third parties.
The current Board of Directors, at the timing of drafting of the present, consists of 8 members, 7 of whom are non-
executive. All members, whether independent or not, are responsible for the advancement of all Company affairs,
they participate in councils and committees and protect the principles of sound Corporate Governance.
A1. Executive members
The status of the members of the Board of Directors as executive members or non-executive members is defined
by the Board of Directors. The executive members are responsible for the implementation of the strategies adopted
9
by the Board of Directors and they consult with the non-executive members periodically about the suitability of
said strategies. Also, they inform the Board of Directors in writing by submitting reports with their estimations and
their proposals to the BoD, jointly or individually, in cases of risk situations, reception of measures, decisions or
risks that may be reasonably expected to have an impact on the Company and its financial condition.
A2. Non-executive members
The non-executive members, including the independent non-executive members, monitor and review critically and
constructively the Company’s strategy, its implementation and the achievement of the Company’s goals. They
ensure the effective supervision of the executive members, including of the monitoring and the review of their
performance. They ensure the effective oversight of the executive members, including the monitoring and
controlling of their performance. The non-executive members meet at least annually or when deemed appropriate,
without the presence of executive members, in order to discuss the performance of the latter. In these meetings
the non-executive members do not act as a de facto body or committee of the Board of Directors in these meetings.
They consider and express opinions on proposals submitted by the executive members, based on existing
information. In addition to the above, the non-executive members may communicate with the Company’s
executives, through regular interaction with the Heads of Departments the Company.
A3. Independent non-executive members
The Board of Directors receives the necessary measures to ensure the compliance with the the criteria of
independence of Law 4706 / 2020. The fulfilment of the independence criteria is revisited by the Board of Directors
at least annually and in each case before the publication of the annual financial report, which includes the relevant
statement. The independent non-executive members submit, jointly or individually, reports to the General Meeting
of Shareholders independently from the reports submitted by the Board of Directors. The General Meeting of
Shareholders or the Board of Directors elect the independent non-executive members that are not less than 1/3 of
the total number of its members as well as not less than two (2). If a fraction occurs, it is rounded to the nearest
whole number.
A4. The status of "Independent" non-executive member
For the Company, a non-executive member of the Board of Directors is considered independent if, at the time of
his appointment and during his/her term, does not directly or indirectly hold a percentage of voting rights over
0.5% of the Company’s share capital and does not have financial, business, family or other forms of relationships
of dependence which could affect his decisions and his independent, objective judgement.
A relationship of dependence exists in particular in the following cases:
a) When the member receives any significant remuneration or benefit from the Company or an affiliated company,
or participates in a stock option plan for the purchase of shares or any other remuneration or benefit scheme
associated with performance, other than the fee for its participation to the Board of Directors or its committees,
as well as to the collection of fixed benefits under the pension system, including deferred benefits, for previous
services to the Company. The criteria by which the meaning of significant remuneration or benefit is defined are
set out in the Company's Remuneration Policy.
b) When the member or person, who has close relationships with the member, maintains or has maintained a
business relationship during the last three (3) financial years before his appointment with:
10
ba) the Company or
bb) a person related with the Company or
bc) a shareholder who directly or indirectly holds a percentage in the Company's share capital equal to or greater
than ten percent (10%) during the last three (3) financial years before his appointment or in an affiliated company,
provided that this relationship affects or could affect the business activities of the Company or the member or the
person closely associated with. Such a relationship exists especially when the person is a major supplier or
customer of the Company.
c) When the member or a person, who has close relationships with the member:
ca) has served as a member of the Board of Directors of the Company or of an affiliated company for more than
nine (9) financial years, cumulatively, at the time of his election;
cb) has served as a management executive of or maintained a relationship under an employment contract,
contract for work, services agreement or remunerated mandate with the Company or an affiliated company
during the last three (3) financial years before his election;
cc) has a second degree family relationship by blood or by marriage, or is a spouse or partner considered to be
equivalent to a spouse of a member of the Board of Directors or senior management executive or shareholder
holding a percentage in the Company's share capital equal to or greater than ten percent (10%) or in an affiliated
company;
cd) has been appointed by a specific shareholder of the Company, in accordance with the Articles of Association,
in accordance with Article 79 of the Law;
ce) represents shareholders who directly or indirectly hold a percentage of voting rights equal to or greater than
five percent (5%) at the General Meeting of the Company's shareholders, without instructions in writing;
cf) conducted a statutory audit of the Company or an affiliated company, whether via an enterprise or in person
or through a relative up to the second degree by blood or by marriage or his spouse during the last three (3)
financial years before his appointment;
cg) is an executive member of the Board of Directors in another company, with an executive member of the
Company serving on the Board of said company as a non-executive member.
In view of the above, the Board of Directors reviewed and confirmed, prior to publication of the present, in
accordance with article 9 par. 3 of Law 4706/2020, that all the above criteria are met in full by its independent non-
executive members, as defined below, as well as by the Chairman of the Audit Committee, independent (third
party) and non-member of the Board of Directors.
A5. Election, quorum and current composition of the Board of Directors
On 31.12.2022, the Board of Directors consists of the following members:
• the Chairman, a non-executive member;
• the Vice-Chairman, a non-executive member;
• the Chief Executive Officer, an executive member; and
11
• five (5) independent non-executive members, one of which assumes the duties of the Senior Independent
Director.
In case the Board of Directors appoints an executive member as Chairman then the Vice-Chairman must be a non-
executive member.
For certain cases such as the drafting of the Company’s financial statements and meetings of the Board of Directors
on items of the agenda that require the approval of the General Meeting of Shareholders (as per Law) with
increased quorum and majority, the Board of Directors is in quorum when at least two (2) independent non-
executive members are present. In case an independent member is unjustifiably absent from at least two (2)
consecutive meetings of the Board of Directors, he/she is technically considered as resigned. This resignation is
confirmed by the Board of Directors which should replace the member. The Company submits the minutes of the
meeting of the Board of Directors or the General Meeting of Shareholders to the Hellenic Capital Market
Commission, when the subject of the meeting is the composition or the term of the Board of Directors, within
twenty (20) days from the date of the meeting.
For the election of its members, the Board of Directors posts the following information regarding each candidate
member on the Company's website, no later than twenty (20) full days before the General Meeting of the
Shareholders:
• Justification of the candidate’s selection proposal;
• Detailed CV, which includes in particular the current or prior candidate activity, as well as any participation
in other Board of Directors and Committees;
• The fulfilment of the criteria of the Company's Suitability Policy, and the additional fulfilment of the
independence criteria defined in article 9 of Law 4706/2020, in case the candidate is proposed to be elected
as an independent member of the Board of Directors.
According to the Company’s Articles of Association, the Board of Directors may assign, by virtue of its decision, the
exercise of all or some of its powers, which are related to the Company’s management, the administration and
representation of the Company to one or more individuals, regardless of the fact that these individuals are
members of the Board of Directors or not. The Board of Directors should determine the responsibilities of these
individuals.
Moreover, according to the Articles of Association, the Board of Directors may establish a Steering Committee
(formed by either members of the Board of Directors or non-Board members) at which specific powers and
responsibilities of the Board of Directors can be discharged. The Board of Directors is responsible to specify the
members, responsibilities, terms of reference and decision-making rules of the Steering Committee.
The Company’s rules of engagement and representation are determined by the Board of Directors. Two authorized
signatories are always required. The signatures are posted together and independently of the position, and they
belong to individuals that have been appointed by the Board of Directors as authorized signatories.
The operation of certain actions demands a special resolution of the Board of Directors, requiring the unanimous
vote of the present and the represented members of the Board of Directors. These actions are the following:
• the selling and purchasing of the Company’s fixed assets as well as any mortgaging, pawning, or
encumbrance over the Company’s fixed assets and guarantees in favor of third parties;
12
• the granting of credit by the Company that do not exceed the limits of the Company's current transactions
with third parties, subject to articles 99 and 100 of the Law;
• the payment of the remuneration or compensation owed to the members of the Board of Directors,
provided these have been approved by the General Meeting of the Shareholders, in accordance with the
provisions of the Law; and
• discharging of all or some of the authorities of the Board of Directors related to the administration,
management and representation of the Company, to one or more persons regardless of whether these
persons are Board of Directors members or not.
The actions requiring a special resolution of the Board of Directors are described in the Company’s Chart of
Authorities.
In particular, the composition of the Board of Directors, following the decision of the Annual General Meeting of
the Company dated 30.6.2021 and the decision of the Board of Directors dated 1.7.2021 on its formation into a
body, was as follows:
- HARALAMBOS DAVID son of GEORGE, Chairman of the Board of Directors, non-executive member of
the Board,
- GEORGE PAVLOS LEVENTIS son of KONSTANTINOS, Vice Chairman of the Board of Directors, non-
executive member of the Board,
- NIKOLAOS MAMOULIS son of GEORGE, CEO, executive member of the Board,
- IOANNIS COSTOPOULOS son of ATHANASSIOS, independent, non-executive member of the Board and
Senior Independent Director,
- STEPHEN GRAHAM BENTLEY son of DONALD HENRY, independent, non-executive member of the
Board,
- IORDANIS AIVAZIS son of STERGIOS, independent, non-executive member of the Board,
- FILIPPOS KOSTELETOS son of MARINOS, independent, non-executive member of the Board,
- ZULIKAT WURAOLA ABIOLA daughter of MOSHOOD KASHIMAWO OLAWALE, independent, non-
executive member of the Board.
- KATHLEEN VERELST daughter to ERIC, independent, non-executive member of the Board.
After the resignation of the independent non-executive member of the Board of Directors, Mr. Iordanis Aivazis, on
02.11.2022, the Board of Directors unanimously decided not to replace him, whereas the number of members of
the Board of Directors, including independent non-executive members, is in compliance with the regulatory
requirements of the Law and the Greek regulatory framework on corporate governance.
In view of the above, the composition of the Board of Directors was, until 31.12.2022, as follows:
- HARALAMBOS DAVID son of GEORGE, Chairman of the Board of Directors, non-executive member of
the Board,
- GEORGE PAVLOS LEVENTIS son of KONSTANTINOS, Vice Chairman, non-executive member of the
Board,
- NIKOLAOS MAMOULIS son of GEORGE, CEO, executive member of the Board,
- IOANNIS COSTOPOULOS son of ATHANASSIOS, Senior Independent Director, independent, non-
executive member of the Board,
- STEPHEN GRAHAM BENTLEY son of DONALD HENRY, independent, non-executive member of the
Board,
- FILIPPOS KOSTELETOS son of MARINOS, independent, non-executive member of the Board,
13
- ZULIKAT WURAOLA ABIOLA daughter of MOSHOOD KASHIMAWO OLAWALE, independent, non-
executive member of the Board,
- KATHLEEN VERELST daughter to ERIC, independent, non-executive member of the Board.
The table below lists the members of the Board of Directors, the dates of commencement and termination of
term for each member, as well as the frequency of attendance of each member in the meetings held during 2022.
Title
Name
Executiv
e/ Non-
Executiv
Independ
ence
Office
Commen
cement
Office
Termina
tion
Board
Member
Attenda
nce in
2022
Chairman
Haralambos (Harry)
G. David
executiv
14/12/2
020
14/12/2
023
16/26
Vice Chairman
George Pavlos
Leventis
executiv
14/12/2
020
14/12/2
023
16/26
Chief Executive
Officer
Nikolaos Mamoulis
Executiv
e
14/12/2
020
14/12/2
023
25/26
Member Ioannis Costopoulos
Non-
executiv
e
Independe
nt (Senior
Independe
nt
Director)
14/12/2
020
14/12/2
023
26/26
Member
Stephen Graham
Bentley
executiv
Independe
nt
14/12/2
020
14/12/2
023
26/26
Member
(until
02/11/2022)
Iordanis Aivazis
executiv
Independe
nt
14/12/2
020
02/11/2
022
19/26
Member Filippos Kosteletos
executiv
Independe
nt
14/12/2
020
14/12/2
023
25/26
Member
Zulikat Wuraola
Abiola
executiv
Independe
nt
14/12/2
020
14/12/2
023
25/26
Member Kathleen Verelst
executiv
Independe
nt
12/2/20
21
14/12/2
023
25/26
14
According to the Company’s Code of Business Conduct and Ethics the members of the Board of Directors must
avoid any acts or omissions from which they have, or may have, a direct or indirect interest and which conflict or
may possibly conflict with the interests of the Company.
The members of the Board of Directors receive remuneration or other benefits, in accordance with the specific
provisions of the Articles of Association, the law and the Company’s Remuneration Policy.
The remuneration of the members of the Board of Directors are presented in 'Note 24 - Transactions with related
parties' of the Financial Statements which is part of this Annual Financial Report.
B. Responsibilities of the Board of Directors
Article 86 of the Law stipulates that the Board of Directors is responsible to decide on every aspect concerning
the Company’s administration, the management of Company’s assets and the pursuit of the Company’s goals.
The members of the Board of Directors and each third party, who has been granted authority, according to article
87 of the Law, should observe the law, the Articles of Association and the decisions of the General Meeting of the
Shareholders when exercising their duties and responsibilities. They should manage the corporate affairs in such
a way to promote the interests of the Company, oversee the execution of the decisions of the Board of Directors
and the General Meeting of the Shareholders and inform the other Directors of the Board of Directors on the
corporate affairs.
The main responsibilities of the Board of Directors are the long-term goal setting of the Company, strategic
decision-making, providing the necessary resources to achieve the strategic goals and the appointment of the
members of the executive management. The Board of Directors has the responsibility, more specifically, for the
following:
• the design of the general strategy and planning of the Company, the approval of the Company’s annual
budget and business plan, the determination of the Company’s performance targets and the monitoring of
the efficiency of governance practices followed during the operations of the Company and in large capital
transactions, according to the provisions 1 to 24 of Law 4706/2020;
• the selection, appointment and monitoring of the members of executive management and the
determination of their compensation by taking into account the Company’s interests, as well as the executive
management’s dismissal and replacement. For this purpose, the Company has created a Human Resources,
Remuneration and Nomination Committee (the “Human Resources, Remuneration and Nomination
Committee”);
• the consistency of disclosed accounting and financial statements, including the report of the chartered
accountants, the existence of risk evaluation procedures, the supervision and the compliance of the
Company’s activities to the legislation as in force;
• the monitoring and resolution of conflicts of interest among executive management members;
• the reporting of the Company’s activities to its shareholders;
• the adoption and implementation of the Company’s general policy based on the suggestions and
recommendations made by the executive management;
• the implementation and supervision of the Corporate Governance framework;
• the monitoring and periodical assessment, at least every three fiscal years, of the implementation and the
effectiveness of the Corporate Governance framework, taking appropriate action to address any deficiencies;
• ensures the adequacy and efficient operation of the Company's Internal Audit System through the
identification and management of critical risks associated with its business and operations;
15
• ensures the adequacy and efficient operation of the Company's Internal Audit System by ensuring the
completeness and reliability of the data and information required for the accurate and timely determination
of the Company's financial condition and the production of reliable financial statements, as well as non-
financial reports, according to article 151 of the Law;
• ensures the adequacy and efficient operation of the Company's Internal Audit System by complying with
the legal and regulatory framework as well as with internal regulations which govern the operations of the
Company;
• ensures that the functions of the Internal Audit System are independent of the business areas, and that
they have the appropriate financial and human resources as well as the authority to operate efficiently, as
required by their terms of reference;
• ensures that the detailed CV of each member is updated and is posted publicly throughout their term of
office, as well as the updated Articles of Association of the Company;
• ensures that there are clear reporting lines and effective allocation of the responsibilities in order for the
former to be clear, enforceable and properly documented;
• ensures that the Internal Audit Unit operates effectively; and
• approves the Suitability Policy of the Members of the Board of Directors and makes relevant suggestions
to the General Meeting of the Shareholders.
C. Responsibilities of the Chairman, the Chief Executive Officer (CEO) and the Corporate Secretary
Chairman of the Board of Directors: The Chairman of the Board of Directors as a non-executive member, is the
supreme executive body of the Company, is responsible for every affair relating to the operations of the Board of
Directors and has the overall supervision of its activities. The Chairman exercises his responsibilities provided by
the Law, the Articles of Association and the Code. Furthermore, the Chairman promotes the spirit of culture and
the constructive dialogue during the work of the Board of Directors, the establishment of good relations between
the members while he ensures that the members of the Board of Directors understand satisfactorily the
Shareholders’ opinion and communicate effectively with them.
The Chairman collaborates closely with the Chief Executive Officer and the Corporate Secretary for the prompt
provision of accurate and clear information to the Board of Directors.
Chief Executive Officer: The Chief Executive Officer is the only executive member of the Board of Directors and is
involved in the day-to-day management affairs. He is responsible for the efficient operation of the Company based
on current strategic goals, business plans and action plans that have been determined by the Board of Directors.
The Corporate Secretary is responsible inter alia:
• for ensuring the participation of newly appointed members in the induction and training
procedures that have been adopted for overall supervision of the Company’s compliance with any
statutory and regulatory requirements;
• for the overall supervision of the Company’s compliance with any statutory and regulatory
requirements;
• for overseeing the convention and holding of Annual General Meetings, according to the
Company’s Articles of Association;
• for the direct and smooth exchange of information between the Board of Directors and its various
committees as well as the Company’s senior executives; and
• for ensuring the immediate, clear and complete information of the Board of Directors.
16
D. Curriculum vitae of the members of the Board of Directors, Key Management Personnel and Corporate
Secretary as well as information on the holding of Shares of the Company
D1. Members of the Board of Directors
Haralambos (Harry) G. David
Chairman (non-executive member)
Mr. Haralambos (Harry) David was elected Chairman of the Board of Directors in November 2006. He has been a
member of the Board of Directors since 1999. His career began as a certified Investment Advisor with Credit Suisse
in New York. He then served in several executive positions in various companies (public and private). Today he
holds a position on the Board of A.G. Leventis PLC (Nigeria), the Nigerian Bottling Company Limited, Beta Glass
PLC (Nigeria), Pikwik (Nigeria) Ltd and ΤΙΤΑΝ Cement International S.A..
Mr. David is a member of the TATE Modern’s Africa Acquisitions committee. He has served on the Boards of Alpha
Finance, PPC (Hellenic Public Power Corporation) and Emporiki Bank (Credit Agricole).
Until 31.12.2022 Mr. David additionally had the following professional commitments outside the Company:
COMPANY
POSITION
Titan Cement International S.A.
Board Member
A.G. Leventis Nigeria Ltd
Board Member
Nigerian Bottling Company Ltd
Board Member
PIKWIK NIGERIA LIMITED
Board Member
Nephele Navigation Inc
Board Member
Torval Investment Corp
Board Member
Adcom Advisory Limited
Board Member
A. G. Leventis Foundation
Chairman of the Olympic Preparation
Scholarship Committee
Tate Museum
Member of the Africa Acquisitions Committee
Boval Ltd
Senior Executive
George- Pavlos Leventis
Vice Chairman (non-executive member)
Mr. Le
ventis was appointed to the Board of Directors of Frigoglass as a non
-exec
utive member in April 2014 and
currently holds the position of the Vice Chairman. He has previously worked in the fund management business as
an equities analyst. He graduated with a bachelor’s degree in Modern History from Oxford University and holds a
postgraduate Law degree from City University. He is an Investment Management Certificate holder. He is a trustee
of the Terra Cypria foundation.
Until 31
.12.2022 Mr. Leventis additionally had the following professional commitments outside the Company:
COMPANY
POSITION
8 Kensington Park Road Ltd
Board Member
17
Adcom Advisory Ltd
Board Member
Terra Cypria Foundation
Trustee
Chalet Alpette Sarl
Director
Nikos Mamoulis
Chief Executive Officer (executive member)
Mr. Mamoulis joined Frigoglass as Chief Financial Officer in October 2013 and was appointed Chief Executive
Officer of Frigoglass in July 2015. He has more than 25 years of experience in senior financial positions within
different business sectors. Before joining Frigoglass, Mr. Mamoulis was with Coca-Cola HBC for 12 years with his
last position being that of Group Financial Controller. He previously also held the Chief Financial Officer position
in Lafarge Heracles Group and Boutaris Group. Mr. Mamoulis is a graduate of the Athens University of Economics
and Business.
Until 31.12.2022 Mr. Mamoulis had no professional commitments outside the Company.
Philippe Costeletos
Member (independent non-executive)
Mr. Philippe Costeletos was appointed to the Board of Directors in December 2020. He has over three decades of
private investment and board governance experience and is the founder of Stemar Capital Partners (SCP), an
investment firm focused on building long-term investment platforms. He was formerly Chairman of International
of Colony Capital, a global real estate and investment management firm. Previously, he was Head of Europe at
TPG, a leading global private investment firm and a member of TPG’s Global Management and Investment
Committees. Prior to that, Mr Costeletos was member of the Management Committee at Investcorp, a leading
manager of alternative investment products. Previously, Mr. Costeletos held positions at JP Morgan Capital, JP
Morgan’s Private Equity Group and Morgan Stanley. Mr. Costeletos is Senior Independent Director, Chairman of
the Remuneration and Conflicts Committees and a member of the Nominations and Valuation Committee of RIT
Capital Partners. He is Chairman of Mistral Fertility and a board member of Digital Care, Vangest Group and
Generation Home. He is a Senior Advisor to the Blackstone Group. Mr. Costeletos is a member of the President’s
Council on International Activities at Yale University and the Yale Center for Emotional Intelligence Advisory Board.
He graduated magna cum laude with a BA with distinction in Mathematics from Yale University and received an
MBA from Columbia University.
Until 31.12.2022 Mr. Costeletos additionally had the following professional commitments outside the Company:
COMPANY
POSITION
Stemar Capital Partners Limited
Founder
RIT Capital Partners Plc
Senior Independent Board Member
Janus Fertility SL
Chairman
Vangest Partners SA
Board Member
Digital Care Asset Holdings Ltd
Board Member
Generation Home
Board Member
Ioannis Costopoulos
18
Member (independent non-executive, Senior Independent Director)
Mr. C
ostopoulos was appointed to the Board of Directors in March 2015. Mr. Costopoulos is currently based in
London where he is the Managing Director of CCML Ltd, a consulting company he founded in 2017, offering
strategic and organisational support to family businesses. He is a member of the Board of Directors of Austriacard
A.G. in Vienna. From 2004 to 2015, he worked for the Hellenic Petroleum Group. From 2004 to 2006, he was an
executive member of the Board of Directors of Hellenic Petroleum Group with responsibility for the areas of
International Business Activities and Strategic Development. From 2007 to 2015, he served as Chief Executive
Officer of the Hellenic Petroleum Group and president of several of their subsidiaries. From 1992 to 2003, he held
senior management positions, namely: Chief Executive Officer of Petrola SA, Regional Director of Johnson &
Johnson Consumer for Central and Eastern Europe and Chief Executive Officer of Diageo
-Metax
a in Athens. From
1980 to 1992, he served in the senior management of Booz Allen & Hamilton business consultants in London and
Chase Bank in New York and London. He has also been a member of the Board of Directors of the Hellenic
Federation of Enterprises (SEV) and the Foundation for Economic & Industrial Research (IOBE) in Athens. He holds
a bachelor’s degree in Economics from the University of Southampton, U.K. and a master’s degree in Business
Administration from the University of Chicago.
Until 31.12.2022 Mr. Costopoulos additionally had the following professional commitments outside the Company:
COMPANY
POSITION
Fourlis Fourlis Holdings S.A.
Board Member until June 2022, when he
resigned
Austriacard AG
Member of the Supervisory Board
DMEP Holdco Ltd
Board Member
DMEP (UK) Ltd
Board Member
CCML Consulting Limited
Board Member
Zulikat Wuraola Abiola
Member (independent non-executive)
Miss Wura Abiola was appointed to the Board of Directors in December 2020. She is the Managing Director of
Management Transformation, serving clients in the areas of leadership, governance, organizational development,
risk management, strategy and public sector policy consulting since 1999. Miss Abiola is the Chair of the FMDQ
Debt Capital Markets Development/ Infrastructure Finance Sub-Committee and a Director on the Boards of Beta
Glass Nigeria PLC, Appzone Mauritius Ltd and Bookings Africa Nig Ltd. She is also a Senior Lecturer (Adjunct) on
organisational development as well as corporate policy at the School of Economics of the University of Lagos.
Committed to the development of the Nigerian financial sector, she served on the Nigeria Financial Sector Strategy
2020 Subcommittee on Human Capital Development Strategy. Before 1999, Miss Abiola was a management
consultant at McKinsey & Co and project supervisor at Vitol S.A. She holds a B.Sc. in Accounting from the University
of San Francisco (summa cum laude), MBA (specializing in the Management of Innovation and Technology) from
Imperial College, London University & École Nationale des Ponts et Chaussées in Paris, and Ph.D. in Organizational
Behavior (1997) from Imperial College, London University. She also holds a diploma in Environmental Risk
Assessment and Management from the Harvard School of Public Health and is an associate member of the
International Coach Federation and a certified Global Professional in Human Resources (GPHR) by the Society for
Human Resource Management.
19
Until 31.12.2022 Miss Abiola additionally had the following professional commitments outside the Company:
COMPANY
POSITION
Management Transformation Ltd
CEO
Caledonian Motors Ltd
Board Member
Caledonian Farms Ltd
Board Member
Summit Oil International Ltd
Board Member
AP Capital Ltd
Board Member
Nibra Designs Ltd
Chairman of the Board
Appzone Ltd
Chairman of the Board
Lekoil Ltd
Board Member
Member of the Audit Committee
Havek Leadership Academy
Board Member
Dextrapro Ltd
Chairman of the Board
Bookings Africa
Board Member
Stephen Graham Bentley
Member (independent non-executive)
Mr. Bentley was appointed to the Board of Directors in November 2017. Mr. Bentley is a Chartered Accountant
(with bachelor’s degree (Hons) in Accountancy) who has over thirty years’ experience as Chief Financial officer of
publicly quoted and private equity backed businesses in the United Kingdom. Mr. Bentley was previously Group
Finance Executive of Tricentrol PLC, which was a British independent Oil & Gas exploration and development
company and was quoted in London and New York. In addition, he has been Group Finance Director of several
companies quoted in London, namely Ellis & Everard PLC, a chemical distributor in the United Kingdom and in the
United States; TDG PLC, a leading logistics company in the United Kingdom with operations in continental Europe;
and Brunner Mond PLC, a medium sized chemical manufacturer with production in the United Kingdom, the
Netherlands and Kenya where he led the company’s initial public offering of shares. Subsequently, Mr. Bentley
worked with a private company as a Group Finance Director and helped with the sale of James Dewhurst Limited
to a large Belgian textile group. Latterly, Mr. Bentley joined the Board of Directors of Frenkel Topping Group, an
independent financial advisor and fund management business, which is quoted on AIM of the London Stock
Exchange. He retired his executive responsibilities in early 2020. He is a Fellow of the Institute of Chartered
Accountants and qualified with Whinney Murray & Co (now Ernst & Young) in London. He is also a Fellow of the
Association of Corporate Treasurers.
Until 31.12.2022 Mr. Bentley had no professional commitments outside the Company.
Kathleen Verelst
Member (independent non-executive)
Kathleen Verelst is a member of the Frigoglass Board since February 2021. Based in London, she is a Senior
Investment/Divestment Advisor for Unibail Rodamco Westfield (URW), a premier global developer, owner and
operator of flagship shopping destinations. Prior to joining URW, Kathleen was a Managing Director and Senior
20
Advisor with Morgan Stanley in the Investment Banking Division both in London and New York. For over 22 years,
she advised clients on complex financial restructurings, real estate transactions as well as originated and
underwrote large real estate financings. Kathleen started her career as a lawyer in New York working in the Real
Estate Department of Shearman & Sterling and Cleary Gottlieb Steen & Hamilton. Kathleen graduated magna cum
laude from the law faculty of the University of Leuven (Belgium) and obtained an LL.M (Master of Laws) of the
University of Michigan, Ann Arbor. She is a member of the New York Bar.
Until 31.12.2022 Mrs Verelst additionally had the following professional commitments outside the Company:
COMPANY
POSITION
Unibail Rodamco Westfield
Senior Investment/Divestment Advisor
D2. Key Management Personnel
Darren Bennett-Voci, Glass Division Director
Darren was appointed Glass Division Director in March 2016, based in Lagos, Nigeria. Darren is a multilingual
senior executive with 24 years of experience in the container glass industry. He has operated in a wide variety of
business environments, cultures and countries, in Europe, the Middle East and Africa. Prior to joining Frigoglass,
he held various roles in Sales and Marketing at Owens-Illinois, in the UK, Poland, Italy and Switzerland. Darren
joined Frigoglass in June 2012 as Commercial Director – Glass, based in Dubai. He is Managing Director of the two
Frigoglass entities in Nigeria, Frigoglass Industries (Nigeria) Ltd. (crates, crowns & ICM services) and Beta Glass plc
(container glass) which is listed on the Nigerian Stock Exchange (NGX). He holds a Master in Advanced European
Studies from the Collège d’Europe in Warsaw, and is a member of the Institute of Directors Nigeria.
Costas Dintsios, Frigoserve Director
Costas was appointed to the position of Frigoserve Director in September 2018. He has extensive knowledge and
experience in B2B commercial, Services and Supply Chain. He holds a Bachelor’s Degree in Mechanical Engineering
and a Master’s Degree in Industrial Management, both from Aristotle University of Thessaloniki. Prior to joining
Frigoglass, Costas held several general management roles in Ingersoll Rand.
Emmanouil Metaxakis, Group Chief Financial Officer
Emmanouil was appointed to the position of Group Chief Financial Officer in April 2021. He has joined Frigoglass
in June 2010 as Financial Planning and Analysis Supervisor and has a proven track record and broad experience
gained from senior financial positions within Frigoglass. Prior to joining Frigoglass, Manos spent five years with
Deloitte management consulting. He holds a Bachelor in Business Administration from the University of Piraeus
and a Master in Corporate Finance from SDA Bocconi.
Emmanouil Souliotis, Group HR Director
Manolis was appointed Group HR Director in July 2014. He joined Frigoglass in November 2003 as Human
Resources Manager for the Romanian operations. He has more than 20 years of experience in human resources
leadership positions within different countries and operations, having developed sound business acumen and
deep operational knowledge. Before joining Frigoglass, he worked in AB Vassilopoulos, Human Resources
department in various functions such as recruitment, staff training and employee benefits. Manolis holds a
Bachelor in Business Administration from the University of Sunderland.
Following the completion of the Hive-Down (as described in Note 26), key management personnel previously
employed by Frigoglass SAIC have been transferred to Frigoglass Services Single Member S.A.
21
D3. Corporate Secretary
Mr. Theodore Rakintzis is a partner in Kyriakides-Georgopoulos Law Firm (“KG”) with expertise on banking and
finance, capital markets, M&A and real estate law. He has led KG's practice during the last decade in breakthrough
transactions with transnational elements including the relisting of Coca-Cola Hellenic to the LSE and the relocation
of its seat from Athens to Switzerland, the relisting of Titan Group to Euronext Brussels and Paris and its secondary
listing in ATHEX and the acquisition of companies in Turkey, the USΑ, the UAE and Europe by the Frigoglass Group.
His banking and finance expertise includes representing banks and financial institutions as well as corporate
borrowers in complex financing structures as well as NPL portfolio acquisitions. He is also a member of KG’s Private
Wealth Structuring Practice Group. Having long established experience in advising family offices and individuals
on aspects, such as inheritance and succession planning, wealth structuring, asset transfer and asset protection
and establishment of trusts and being further involved in many projects related with Art Law and non-for-profit
organizations, he has published various articles in the international business legal press and is actively
participating as key speaker in international conferences. He is a graduate of the Law School of the University of
Athens and holds a postgraduate law degree (LLM) from the University of Cambridge (St. John’s College). He is a
member of the Athens Bar Association.
D4. Information on the holding of shares of the Company by members of the Board of Directors and Key
Management Personnel
The following table lists the shares of the Company that are held directly by each member of the Board of
Directors:
Board Members
Company Shares
Haralambos (Harry) G. David
205.890
George Pavlos Leventis
-
Nikolaos Mamoulis
-
Ioannis Costopoulos
-
Stephen Graham Bentley
-
Iordanis Aivazis
-
Filippos Kosteletos
-
Zulikat Wuraola Abiola
-
Kathleen Verelst
-
While the following table lists the shares of the Company that are directly held by its Key Management Personnel:
Senior Managers
Company Shares
Darren Bennett-Voci
-
Costas Dintsios
43.280
Emmanouil Metaxakis
-
Emmanouil Souliotis
-
E. Remuneration of the members of the Board of Directors
E1. Remuneration Policy
22
The Company has established, maintains and applies core principles and rules in determining the remuneration
of the members of the Board of Directors, which contribute to its business strategy, long-term interests and
sustainability and are summarized in the Company's Remuneration Policy.
This Remuneration Policy was approved by virtue of the Annual General Meeting’s resolution of the shareholders
of the Company dated 08.09.2022, replaces the remuneration policy approved by virtue of the Extraordinary
General Meeting of shareholders of the Company dated 14.12.2021 and is valid for four (4) years from its approval.
The Remuneration Policy considers European best practice for listed entities, whilst reflecting the current
remuneration arrangements of the members of the Board of Directors and specific circumstances within the
Company. In addition, the Remuneration Policy takes into consideration the provisions of the Company’s Articles
of Association, the Code and the Company’s Internal Regulation of Operation.
The Remuneration Policy applies to the remuneration of all members of the Board of Directors and it aims at
ensuring that the Company is remunerating them on the basis of the Company’s short and long-term business
plan, so as to continue to win, to be different and to create pioneering solutions that foster better lives, through
teamwork, responsibility, ethos and excellence.
The Remuneration Policy sets out details of both:
(i) the current rights and obligations and
(ii) the terms under which future remuneration may be offered to current and/or new members during the term.
The level of fixed pay – salary and board fees – for both executive and non-executive members of the Board of
Directors is established on the basis of paying fair and reasonable remuneration for the best and most appropriate
person for the role, taking into account the level of responsibility, as well as the knowledge and experience
required to deliver upon expectations, while ensuring that the Company pays no more than is necessary, always
supporting its longer-term interests and sustainability.
The Remuneration Policy also establishes the criteria for “significant remuneration and benefits” in accordance
with Article 9 para. 2 (a) of L. 4706/2020.
The Remuneration Policy provides for variable compensation arrangements for the executive member of the
Board of Directors to further align the executive member’s interests with those of the Company as the
performance conditions used will be based on indicators of the long-term success and sustainability of the
Company.
The Remuneration Policy does not provide for variable compensation arrangements for the non-executive
members to ensure that there is no conflict of interest in the decision-making of the non-executive members and
in their ability to challenge management decisions when they entail risk for the Company.
The remuneration of non-executive members of the Board of Directors is not comparable to the structure of
remuneration for the employees and executive member of the Company.
The Remuneration Policy is available on the website at the address https://www.frigoglass.com/el/corporate-
governance/.
E2. Remuneration of the members of the Board of Directors/ Remuneration Reports
23
For fiscal period 1.1.2022 – 31.12.2022, the remuneration paid to the members of the Board of Directors is the
one provided in the current Remuneration Policy.
The most recent approved remuneration report of the members of the Board of Directors (fiscal year 2021) has
been drawn up in accordance with article 112 of the Law, as well as with the Company’s Remuneration Policy. It
was discussed at the Company’s Annual Ordinary General Meeting, dated 08.09.2022, where shareholders
representing 52.66% of the share capital attended, while the percentage of votes “IN FAVOUR” amounted to
98.18% of the shareholders present.
The remuneration paid to the Company’s members of the Board of Directors for the fiscal period 1.1.2021-
31.12.2021 include both a fixed as well as a variable part, aiming at aligning them to the Company’s business
growth and effectiveness.
The 2021 remuneration report is available through the website www.frigoglass.com, while the respective report
for 2022 will be posted following its approval during 2023.
F. Operation of the Board of Directors / Suitability Policy
F1. Operation of the Board of Directors and decision-making process
By virtue of the decision of the Board of Directors dated 23.11.2021, the Board of Directors Charter was approved.
The Board of Directors Charter describes its overall operation, specifically the way it convenes, takes decisions as
well as the processes it follows.
At the beginning of each calendar year, the Board of Directors adopts a meeting calendar and an annual action
plan, which is reviewed according to the developments and needs of the Company, to ensure the correct,
complete, and timely fulfillment of its duties, as well as all matters of examination on which it makes decisions.
The Board of Directors shall meet at the registered offices of the Company or alternatively abroad and specifically
at a place where the Company operates through a subsidiary, whenever so required by the law or the needs of
the Company. During 2022 a total of twenty six (26) Board of Directors meetings were held.
The items on the agenda of the Board of Directors meetings are notified to its members beforehand, enabling the
members who are unable to attend to comment on the items to be discussed. The Board of Directors may meet
by teleconference with respect to some or all of its members, in accordance with paragraph 4 of article 90 of the
Law. In this case, the invitation to the members of the Board of Directors shall contain the information and
technical instructions necessary for their attendance at the meeting.
The Board of Directors is in quorum and meets validly when half (1/2) of the members plus one are present or
represented, provided that no fewer than three (3) members are present. To find the quorum number the
resulting fraction is omitted.
The Board resolves validly by absolute majority of the members who are present (in person) and represented,
except for occasions where the Articles of Association provide for an increased majority. In case of a draw, if the
voting is carried out by roll-call, it is repeated, while if it is secret, the decision is postponed. In case of personal
matters the Board resolves with a secret vote by ballot. Each member has one vote, whereas when he represents
an absent member, he has two (2) votes. Τhe members of the Board of Directors ensure that they do not abstain
from meetings of the Board of Directors without a substantial reason.
24
For certain cases such as the drafting of the Company’s financial statements and meetings of the Board of
Directors on items of the agenda that require the approval of the General Meeting of Shareholders with increased
quorum and majority, the Board of Directors is in quorum when at least two (2) independent non-executive
members are present. In the meetings where the agenda includes items that require the approval of the General
Meeting of Shareholders with increased quorum and majority, all the members of the Board of Directors must
either participate in person or being represented. In case an independent member is unjustifiably absent from at
least two (2) consecutive meetings of the Board of Directors, he/she is technically considered as resigned. This
resignation is confirmed by the Board of Directors which should replace the member. The Company submits the
minutes of the meeting of the Board of Directors or the General Meeting of Shareholders to the Hellenic Capital
Market Commission, when the subject of the meeting is the composition or the term of the Board of Directors,
within twenty (20) days from the date of the meeting.
The operation of certain actions demands a special resolution of the Board of Directors, requiring the unanimous
vote of the present and the represented members of the Board of Directors. These actions are the following:
• the selling and purchasing of the Company’s fixed assets as well as any mortgaging, pawning, or
encumbrance over the Company’s fixed assets and guarantees in favor of third parties;
• the granting of credit by the Company that do not exceed the limits of the Company's current transactions
with third parties, subject to articles 99 and 100 of the Law;
• the payment of the remuneration or compensation owed to the members of the Board of Directors,
provided these have been approved by the General Meeting of the Shareholders, in accordance with the
provisions of the Law; and
• discharging of all or some of the authorities of the Board of Directors related to the administration,
management and representation of the Company, to one or more persons regardless of whether these
persons are Board of Directors members or not.
The actions requiring a special resolution of the Board of Directors are described in the Company’s Chart of
Authorities.
According to the Company’s Articles of Association, the Board of Directors may assign, by virtue of its decision,
the exercise of all or some of its powers, which are related to the Company’s management, the administration
and representation of the Company to one or more individuals, regardless of the fact that these individuals are
members of the Board of Directors or not. The Board of Directors should determine the responsibilities of these
individuals.
The Company’s rules of engagement and representation are determined by the Board of Directors. Two
authorized signatories are always required. The signatures are posted together and independently of the position,
and they belong to individuals that have been appointed by the Board of Directors as authorized signatories.
F2. Suitability Policy of the members of the Board of Directors
In the context of compliance with Law 4706/2020, the Company adopted a Suitability Policy for the members of
the Board of Directors. The current version of the Suitability Policy valid at 31.12.2022, was approved by the
Extraordinary General Meeting of the Company's shareholders dated 14.12.2021, after relevant approval by the
Board of Directors, and replaced the policy approved by virtue of the Annual General Meeting of the Company's
shareholders dated 30.6.2021.
25
The Suitability Policy determines the criteria of individual and collective suitability that must be met by the
members of the Board of Directors. The members of the Board of Directors must meet the eligibility criteria based
on the needs of their role both during the selection, replacement and renewal of their term of office and
throughout their term of office.
Both during the initial adoption and during the updating of the Suitability Policy, the Board of Directors checked
its completeness and effectiveness. It confirms, as discussed at its meeting of 28.4.2023, the policy’s full
implementation in its entirety by the Company and its bodies and compliance with all its content on 31.12.2022.
G. Diversity Policy and Criteria
The Company acknowledges that in an era in which flexibility and creativity are key to competitiveness,
promoting diversity in both the Board of Directors and the senior executive positions is particularly significant for
engendering its further business growth. The Company also acknowledges that diversity may boost the potential
for accessing a greater range of solutions to issues of business strategy and increasing its competitive advantage.
To this end, the Company has in place and applies a Diversity Policy, in order to promote an appropriate level of
diversity within the Board of Directors and a diverse group of members. The Diversity Policy concerns, in addition
to the members of the Board of Directors, the senior executives including specific goals of representation by
gender.
By gathering a wide range of qualifications and skills during the selection of the members of the Board of Directors
and for senior executive positions, the diversity of views and experiences for sound decision-making are ensured.
The Diversity Policy’s purpose in not only to provide equality and fairness among the members of the Board of
Directors and the senior executives, but also to prevent all forms of unlawful discrimination.
Based on the best practices, the Board of Directors publishes the details in relation to its composition in order to
promote its diversity and highlight how the management skills and qualifications are aligned with the strategy of
the Company. The Board of Directors of the Company is comprised by a wide range of members with diverse, but
supplementary skill groups, in order to have a good performance. It has an open and transparent culture, with
respect towards different approaches and views, which is representative of the values of the entity. In addition, it
is progressive and thoughtful, while, at the same time, it promotes prudent risk taking. The members of the Board
of Directors must encourage the diversity of thoughts and ideas in the decision – making process, by maintaining
an open environment, where every member feels valued and receives the respect of the other members for
his/hers personal capabilities and beliefs.
In this context, sufficient gender representation is also provided for, at a twenty five per cent (25%) on the total
number of the members of the Board of Directors, while all the necessary measures in order to exclude
discrimination on grounds of sex, race, color, ethic or social origin, religion or beliefs, wealth, birth, disability, age
or sexual orientation are taken.
The Company aims to facilitate the broader possible participation of women in the Board of Directors and senior
executive positions where feasible, always in accordance with the requirements and opportunities in each one of
its business units. Until 31.12.2022, the Company:
1. complies with the statutory limit of gender representation in the Board of Directors and
2. has set also the target that women will represent 5% of executives by the end of 2024 in senior
management positions.
26
In addition, the balance of all diversity parameters applicable to the Board of Directors is taken into account during
the evaluation of the Board of Directors.
4.5. Information regarding the composition and operation of the other management, administrative or
supervisory bodies or committees of the Company
A. Audit Committee
The Audit Committee is responsible for the efficient and independent execution of internal and external audits in
the Company and the communication between the Auditors and the Board of Directors. In addition, the Audit
Committee operates in the interest of the shareholders and investors of the Company.
The Audit Committee may be comprised of:
• non-executive members of the Board of Directors (Board of Directors Committee), appointed by the Board
of Directors itself; or
• non-executive members of the Board of Directors and other third parties (an independent committee)
appointed by the General Meeting of the Shareholders; or
• third parties only (fully independent committee) appointed by the General Meeting of the Shareholders.
The General Meeting of the Shareholders decides upon the nature of the Audit Committee, its term, the number
and role of its members, while always consists of at least three (3) members. The majority of the Audit
Committee’s members must be independent in accordance with the provision of paragraph 1 (d) of article 44 of
Law 4449/2017 and article 9 of Law 4706/2020. The Audit Committee meets at the registered offices of the
audited entity or where its Articles of Association provide, in accordance with article 90 of the Law. Discussions
and resolutions of the Audit Committee are recorded in minutes and signed by all present members, according to
article 93 of the Law.
According to Article 44 of Law 4449/2017, as in force, the Company has established and operates an Audit
Committee which is, inter alia, responsible to:
• Inform the Board of Directors about the statutory audit results and explain the statutory audit’s
contribution to the integrity of the provision of financial information, as well as the Committee’s role in
the relevant procedure.
• Monitor the financial reporting process, be informed by Management on the progress, the procedure and
timeline of the financial statements’ preparation, and submit recommendations or proposals in
connection with the assurance of its integrity.
• Monitor the effectiveness of the internal audit, quality control and risk management systems, as well as
the department of internal audit, regarding the financial reporting of the Company, without breaching the
latter’s independence.
• Discuss with the statutory auditors (before the audit commences) the nature, scope and plan of the audit,
and provide recommendations, if necessary.
• Monitor the statutory audit of the annual and consolidated financial statements, taking into account any
findings or conclusions by the Hellenic Accounting and Auditing Standards Oversight Board (henceforth
“ELTE”), and be updated by Management and the statutory auditor during the preparation and the audit
of the financial statements.
27
• Discuss issues and reservations arising from the interim and final audits, and any matters the statutory
auditor may wish to discuss (in the absence of Management, where necessary).
• Oversee the statutory auditor’s compliance with the reporting requirements specified in Articles 10 and
11 of Regulation (EU) 537/2014.
• Review the annual financial statements, before their submission to the Board of Directors, focusing
particularly on:
• any changes in accounting policies and practices;
• major judgmental areas;
• significant adjustments resulting from the audit;
• the going concern assumption;
• compliance with accounting standards;
• compliance with the capital markets legal framework and the applicable legislation.
• Submit reports to the Board of Directors with regard to the areas of its responsibility and in particular the
fields where, upon its review, it considers that there are material issues related to the financial reporting
and the management’s reaction to tackle those issues.
• Assume responsibility for the statutory auditor’s selection procedure. The Committee shall submit a
recommendation to the Board of Directors for the appointment of an audit firm, including at least two
choices, with a reasoned preference for one. The Committee shall state that its recommendation is free
from influence by a third party.
• Ensure that transparent and non-discriminatory selection criteria have been determined for the invitation
of auditing firms to the tendering process.
• Be able to demonstrate to ELTE, upon request, that the selection procedure was conducted in a fair
manner.
• Validate Management’s report on the conclusions of the selection procedure, taking into account findings
or conclusions of any inspection reports published by ELTE.
• Review and monitor the independence of the statutory audit firm and the appropriateness of the
provision of permissible non-audit services.
• Develop an appropriate policy regarding the provision of permissible non-audit services, including a
monitoring mechanism concerning the fee cap for non-audit services (i.e. 70% of the previous 3
consecutive financial years’ audit fees).
• Formally pre-approve all permissible non-audit services, after having properly assessed the threats to
independence and the safeguards applied.
• Hold discussions with the audit firm concerning threats to its independence and applicable safeguards, if
the total fees received from the Company represent more than fifteen (15) percent of the total audit
firm’s fees.
• Monitor the compliance with the requirements regarding the cooling-off period prior to the employment
of former statutory auditors as part of the Company’s management or governance bodies.
• Assess the staffing, structure and independence of the Internal Audit Unit and, if necessary, provide
recommendations to the Board of Directors. The Internal Audit Unit is under the authority of the
Committee and submits regular reports regarding its activities.
28
• Review the annual internal audit plan, receive summaries of internal audit reports and Management’s
response, and ensure co-ordination between the internal and external (i.e. statutory) auditors.
• Meet regularly with the Head of Internal Audit, who is functionally subordinated to it and is appointed by
the Board of Directors after Committee’s proposal and discuss any challenges faced in the course of
internal audits. The Head of the Internal Audit submits to the Committee the annual audit plan and the
requirements of the necessary resources, as well as the implications of the resource limitation or the audit
work of the unit in general.
• Review the effectiveness of the Company’s corporate governance and internal control systems, and in
particular review the external auditor’s management letter and Management’s response.
• Be informed about any conflicts of interest by the Internal Audit Unit.
• Identify the organizational units and Subsidiaries that will be included in the assessment of the Company's
Internal Audit System.
• Give assignment order for the project of the assessment of the Company's Internal Audit System to an
independent evaluator while together with the Board of Directors receives the relevant report of the
assessment results. At the same time, during the assessment, the process of monitoring by the
Commission the effectiveness of the Internal Audit System is evaluated.
• Propose the Internal Audit Charter for approval to the Board of Directors.
• Monitor and approve the internal audit schedule which is developed by the Internal Audit Unit.
• Monitor the Anti-Corruption program and practices of the Company along with the Company’s
management and the Internal Audit Unit.
• Receive at least every three (3) months reports from the Internal Audit Unit with its proposals within the
framework of its duties, which the Committee presents and submits together with its observations to the
Board of Directors.
• Receive quarterly reports of the Internal Audit Unit to the audited units with findings regarding the risks
arising from them, suggestions for improvement as well as opinions from the audited units, agreed
actions, if any, or acceptance of the risk of non-action by them, the limitations in the scope of its audit, if
any, the final proposals of internal audit and the results of the response of the audited units of the
Company.
• Review the Company’s IRO to ensure its compliance with the relevant law requirements and submit it for
approval to the Board of Directors.
• Ensure compliance with corporate governance requirements regarding Board of Directors composition.
• Adopt and revises the present IRO which should remain available on the Company's website.
• Submit an annual report of actions to the annual General Meeting of the Company’s shareholders,
describing its actions and all matters discussed, including the description of the sustainable development
policy of the Company.
• Consider other relevant topics, as appropriate.
• Approve the annual action plan of Compliance and monitor its implementation.
29
The current Audit Committee was appointed by virtue of the Extraordinary General Meeting of the Company's
Shareholders dated 14.12.2020 as independent in accordance with the provisions of article 44 of Law 4449/2017,
as amended by Law 4706/2020, and consists of a total of three (3) members and specifically of two (2)
Independent Members of the Board of Directors and one (1) third party (non-member of the Board of Directors).
The members of the Audit Committee are in their entirety independent from the Company, in accordance with
paragraph 1 (d) of article 44 of Law 4449/2017 as amended by Law 4706/2020 and Article 9 of Law 4706/2020.
The Audit Committee is valid if at least two of its members are present, one of whom will be its Chairman. During
the year 2022, the Audit Committee met a total of six (6) times. These meetings were scheduled in such a way as
to coincide in time with the process of publishing the Company's financial information. The composition of the
Audit Committee throughout 2022 was as follows:
All of the above members have sufficient knowledge and hold substantial past experience in senior financial
positions and other comparable experience in corporate activities.
Finally, as already mentioned, Mr. George Samothrakis fulfils the requirements provided by law regarding the
requisite knowledge of accounting and auditing.
The Audit Committee shall meet whenever this is deemed necessary and in no circumstances less than four times
a year. It must also hold at least two meetings attended by the Company’s regular auditor, without the presence
of the members of the management.
Within 2022, the Audit Committee considered a wide range of financial reporting and related matters in respect
of the 2021 annual financial statements and the 2022 half-year financial information.
The Audit Committee also reviewed any significant areas of judgment that materially impacted reported results,
key points of disclosure and presentation to ensure the adequacy, clarity and completeness of the financial
statements and the financial information, and the content of results announcements prior to their submission to
the Board of Directors. The Audit Committee also considered reports from PwC on their annual audit of 2021 and
their review of the 2022 half year Board of Directors report that forms part of the statutory reporting obligations
of the Company.
Moreover, in 2022, the Audit Committee has:
Title Name
Executive/ Non-
Executive
Independ
ence
Board
Member
Attendance
in 2022
Chairman George Samothrakis
Third Party
(non-member of
the Board of
Directors)
Independe
nt
6/6
Member Zulikat Wuraola Abiola
Non-executive
member
Independe
nt
6/6
Member Stephen Bentley
Non-executive
member
Independe
nt
6/6
30
• reviewed the results of the audits undertaken by Internal Audit and considered the adequacy of
management’s response to the matters raised, including the implementation of any recommendations
made;
• reviewed the effectiveness of Internal Audit, taking into account the views of the Board of Directors and
senior management on matters such as independence, proficiency, resourcing, and audit strategy,
planning and methodology;
• reviewed regular reports on control issues of major level significance, as well as details of any remedial
action being taken. It considered reports from Internal Audit and PwC (for 2022) on the Company’s
systems of internal control and reported to the Board of Directors on the results of its review.
Further information is provided in the detailed Audit Committee Activity Report.
B. Human Resources, Remuneration and Nomination Committee
The Human Resources, Remuneration and Nomination Committee consists of at least three (3) non-executive
members of the Board of Directors, at least two (2) of which are independent non-executive members. The Human
Resources, Remuneration and Nomination Committee is responsible for establishing the principles that govern
the Company's human resources policy, on which the management relies on making its decisions and exercising
its relevant responsibilities.
More specifically, its duties are – inter alia - to:
• Submit proposals to the Board of Directors regarding the remuneration package (salary and benefits) of the
Chief Executive Officer of the Company.
• Review and submit proposals to the Board of Directors (and through the Board of Directors to the General
Meeting of Shareholders, where applicable), regarding the granting of stock option programs.
• Review and submit proposals to the Board of Directors regarding the total amount of the annual remuneration
and benefits of persons falling within the scope of the Remuneration Policy and the executives of the
Company, in particular the Ηead of the Internal Audit Unit.
• Regularly review the salary of the executive members of the Board of Directors and other terms of their
contracts with the Company, including the compensation in case of departure and the pension arrangements.
• Submit proposals to the Board of Directors regarding the Remuneration Policy that is submitted for approval
to the General Meeting as well as any business policy in relation to remuneration.
• Review the information contained in the final draft of the annual remuneration report, providing its opinion
to the Board of Directors, before submitting the report to the General Meeting.
• Establish the principles of the human resources policy of the Company, which shall guide the decisions and
actions of the management.
• Review and process matters which are relevant to the human resources.
• Provide its assent for the recruitment or the replacement of the members of the Senior Management of the
Company, which assist the Chief Executive Officer (CEO) of the Company.
• Establish the principles of the social corporate responsibility policies of the Company.
31
• Identify and propose to the Board of Directors persons suitable for the acquisition of the status of the member
of the Board of Directors taking into account the adequate representation by gender, as defined in the
diversity policy adopted by the Company.
• Take into account the factors and criteria determined by the Company in accordance with the Suitability
Policy, for the selection of candidate members of the Board of Directors.
• Prepare a whole plan of succession of the Chief Executive Officer (CEO), taking care to identify the quality
characteristics that the Chief Executive Officer (CEO) should have, to monitor and identify potential internal
and external candidates as well as for the dialogue with the Chief Executive Officer (CEO) regarding the
evaluation of candidates for his position but also for other positions of the senior management.
• Prepare a plan for filling positions and succession for the members of the Board of Directors as well as other
senior executives of the Company.
• Review periodically and consistently the renewal needs of the Board of Directors in order to achieve the
required changes in the composition or the skills and to maximize the efficiency and the collective suitability
of the Board of Directors.
• Provide an effective contribution in preparing and monitoring the implementation of the Company's
Suitability Policy and make relevant recommendations to the Company for the review of its design and
implementation.
• Be in charge of the annual assessment process of the Board of Directors as well as the evaluation of its
Chairman but also assist in finding an external consultant for the evaluation process as above at least every
three years.
• Guide the Board of Directors regarding the annual assessment of the performance of the Chief Executive
Officer (CEO) of the Company.
• Announce the results of the assessment of the members of the Board of Directors to the latter collectively
for further discussion.
The current Human Resources, Remuneration and Nominations Committee, based on the decision of the Board
of Directors dated 06.11.2022, consists of three (3) non-executive members of the Board of Directors two (2) of
which are independent non-executive members.
During the year 2022, the Human Resources, Remuneration and Nominations Committee held ten (10) meetings.
The composition of the Committee on Human Resources, Remuneration and Nominations, as it emerged from its
decision of 5.3.2021 on the formation into a body, was as follows until the 02.11.2022:
Title Name
Executive/ Non-
Executive
Independ
ence
Board
Member
Attendance
in 2022
Chairman Iordanis Aivazis
Non-executive
member
Independe
nt
8/8
Member George Pavlos Leventis
Non-executive
member
8/8
Member Ioannis Costopoulos
Non-executive
member
Independe
nt
8/8
32
After the resignation of the non-executive member of the Board of Directors Mr. Iordanis Aivazis, on 06.11.2022,
Mrs. Kathleen Verelst was appointed as a member to the Human Resources, Remuneration and Nominations
Committee and Mr. Ioannis Costopoulos was appointed Chairman of the Committee.
The composition of the Human Resources, Remuneration and Nominations Committee commencing 07.11.2022
was as follows:
The Chief Executive Officer, upon invitation, and HR Director shall normally attend the meetings of said
Committee, except when discussions are conducted concerning matters affecting them personally.
The Group HR Director acts as the Secretary of the Human Resources, Remuneration and Nominations Committee.
In particular, in 2022, the Human Resources, Remuneration and Nominations Committee has:
• reviewed operational issues which cover the following key areas:
- formation of the committee, i.e. appointment of new chairman and new committee member
- proposal of remuneration package for the CEO and Senior Leadership team including the Head of
Internal Audit
- Retention Plan for the CEO
• reviewed and monitored the effectiveness and implementation of the Remuneration Policy and the
Suitability Policy
• reviewed the annual remuneration report
• proceeded with the annual Board Suitability Assessment and Board Effectiveness Evaluation
• proposed the amendment of the Remuneration Policy to fully align with the Greek Corporate
Governance Code
• proposed the adoption of a new Succession Policy for the CEO and the Senior Leadership team
• prepared the internal process to run the Board Effectiveness Evaluation, Suitability Assessment and
Succession Planning for the FY 2023.
C. Investment Committee
The investment committee (the “Investment Committee”) is responsible for providing recommendations to the
Board of Directors with regards to strategic and business development initiatives, as well as for evaluating and
suggesting to the Board of Directors new investment opportunities and/or Company expansion, according to the
strategy of the Company.
Title Name
Executive/ Non-
Executive
Independ
ence
Board
Member
Attendance
in 2022
Chairman Ioannis Costopoulos
Non-executive
member
Independe
nt
2/2
Member George Pavlos Leventis
Non-executive
member
2/2
Member Kathleen Verelst
Non-executive
member
Independe
nt
2/2
33
Moreover, the Investment Committee is also responsible for evaluating significant opportunities for business
development and expansion through acquisitions and/ or strategic partnerships. The current Investment
Committee is appointed by the Board of Directors, by virtue of its decision dated 15.12.2020, and consists of three
(3) members, two (2) of which are non-executive.
During the year 2022, the Investment Committee held two (2) meetings. The composition of the Investment
Committee throughout 2022 was as follows:
Title Name
Executive/ Non-
Executive
Independ
ence
Board
Member
Attendance
in 2022
Chairman
Haralambos (Harry) G.
David
Non-executive
member
2/2
Member Nikolaos Mamoulis Executive member 2/2
Member Filippos Kosteletos
Non-executive
member
Independe
nt
2/2
4.6. Evaluation of the suitability and effectiveness of the Board of Directors and its committees
In 2022, according to the Company’s internal policies and the Code, the Suitability Policy, the Board of Directors
of the Company performed a suitability assessment of the Board of Directors and its committees as well as an
internal effectiveness evaluation of the Board of Directors and its committees, including the effectiveness of the
Chairman, the Chief Executive Officer as a Board member, the members of the Board of Directors at an individual
level. The above were effected through self & peer-to-to-peer evaluation online confidential questionnaires,
tailored made for the Company in accordance with its Suitability Policy and global best practices for listed
companies.
The evaluation included an individual and collective assessment of the Board of Directors in various areas (such
as Role of the Board of Directors, Compliance and Risk Management, Operations and Board Dynamics,
Effectiveness of Leadership SkillsEvaluation of Board committees effectiveness) as well as leadership &
interpersonal skills, professional skills & experience. It also focused on areas potentially required for further
training and development and also aimed towards identifying the critical skills that need to be developed or
acquired.
The outcome of the aforementioned evaluation was satisfactory and indicated that the Board of Directors fully
performs its duties and exercises effective supervision, while there are some areas of improvement mainly in
relation to long-term strategic focus, focus on ESG and Sustainability, Board information regarding market’s
trends, including new technologies.
In addition, it is recommended the establishment of three new committees (on Strategy and Risk, Technology and
Innovation and ESG and Sustainability) which would support the Board's function to improve its efficiency and
effectiveness. Finally, it identified specific areas for which development and training is recommended, notably the
sustainable corporate governance leadership, technology information and innovation, sustainability (ESG) and
non-financial reporting, alignment of corporate strategy with the business model and intangible assets, the role
and responsibilities of the Board of Directors, and corporate governance of institutional investors.
34
4.7. Communication with Shareholders
Frigoglass recognizes the importance of the effective and timely communication with shareholders and the wider
investment community. The Company uses the website www.frigoglass.com
which is open to the investment
community and to its own shareholders; the site features this Code, as well as a description of the Company’s
corporate governance, management structure, ownership status and all other information useful or necessary to
shareholders and investors. Finally, Frigoglass also communicates with the investment community through its
participation in a number of conferences and meetings held in Greece and abroad and the schedule of conference
calls.
4.8. In
ternal Audit System (IAS)
A. Main Features of Internal Audit System (IAS)
Internal Audit System (“IAS”) consists of a set of policies, procedures and control mechanisms as well as tasks and
behaviors implemented by the Board of Directors, the senior executives and the staff of the Company to ensure
its smooth and efficient operation.
Establishment of the IAS aims to:
• assure operational efficiency and effectiveness by using human and material resources efficiently,
• identify existing and potential enterprise risks;
• implement a reliable framework for financial information and production of administrative reports;
• encourage compliance with legal and regulatory framework, internal regulations and the Code of Business
Conduct and Ethics;
• protect reputation and maintain a positive attitude towards the Company in order to defend the interests
of its shareholders, investors and employees; and
• ensure the efficient and effective use of information systems for operational support and secure the
keeping and processing of data.
The strategic objectives, the organizational structure and the environment in which the Company operates
depend highly on internal and external fluctuating and volatile factors. This makes volatile also the context of
business risks that the Company is required to manage. In order to safeguard the interests and ensure the
business continuity, the Company establishes an adequate and effective IAS, which requires periodic
reassessment of the nature and extent of risks faced through the Company’s operations.
The main purpose for the establishment of the Internal Audit System is the creation of effective structures and
procedures that allow the achievement of strategic objectives, while supporting effective Corporate Governance
and business risk management. For this purpose, and within the IAS framework, the Board of Directors is informed
through reports upon the business activities, the results and the forecasts. Senior executives and the Board of
Directors are informed through the provision of an independent, objective assurance by the Internal Audit Unit
upon all operational issues and upon the promotion of its strategic initiatives.
The Board of Directors is in charge of corporate governance, which is achieved through its actions and behaviors
as well as, through the functions of top management and Internal Audit.
35
B. Components of the Internal Audit System (IΑS)
The Internal Audit System (IAS) consists of the following five interrelated components:
• Control Environment;
• Risk Management;
• Internal Controls;
• Information & Communication;
• Monitoring.
Each of the abovementioned components is described in detail below:
i. Control Environment
The control environment is the steppingstone of the Company's IΑS. It consists of the decisions and actions of the
Board of Directors and the top management regarding risk management and acts as a pillar to achieve the
fundamental objectives of the IΑS. The control environment is fundamental for the business strategy
development, for setting the corporate goals, the way the Company operates as well as setting the process of
identification, evaluation and management of enterprise risks. Hence, it affects the design and operation of
internal controls and safeguards, the information and communication systems, as well as the IΑS’s monitoring
mechanisms.
The control environment consists of multiple sub-elements that determine the overall management and operation
style of the Company:
• Organizational Structure: provides the framework for planning, executing, controlling and supervising
activities and includes the establishment of basic structures and reporting lines of the Company;
• Discharge of responsibilities: explicit powers should be granted, and a strict segregation of duties is
applied between the staff and the management of the Company;
• The Board of Directors operates independently from management and supervises the effective
implementation of IΑS principles;
• Integrity, ethical values and management behavior: The Company demonstrates a commitment to
establishing strict standards of integrity, ethics and conduct for the employees;
• Human Resources policies and procedures: The human resources management is determined by a strict
framework of policies and procedures (such as Remuneration Policy, training plan, etc.) demonstrating
the commitment of top management to the ongoing evolution of collective knowledge and the
development of acceptable standards of conduct.
ii. Risk Management
An effective enterprise risk management framework is fundamental for the IΑS. Τhe Company’s risk management
framework is based on the nature and extent of the risks it faces, the risk appetite set by the Board of Directors,
the risk profile, the Company’s ability to reduce the impact of existing risks and operational costs of specific
internal controls and safeguards, corresponding to the benefit of managing these risks. The effectiveness of risk
management depends on:
36
• determination of corporate objectives: The Company defines specific objectives, related to its mission and
vision, facilitating the identification and management of enterprise risks;
• risk monitoring: the identification of risk factors that may affect the implementation of the business
strategy and the achievement of the objectives is the responsibility of the Board of Directors and the top
management;
• risk Assessment: The Board of Directors and top management assess and regularly reassess risks, at least
annually, at an inherent level (impact * likelihood) and residual level (adequacy of controls mechanisms);
and
• risk response: The Board of Directors and top management are responsible for determining how to
respond to risk, considering the cost and benefit of each possible response based on the defined risk
tolerance limits.
iii. Internal Controls
Internal controls refer to policies, procedures and safeguards to ensure that actions are performed to manage
existing risks. Internal controls can be found in every aspect of the Company operations and are performed by all
employees. The selection of the appropriate mix of internal controls should be proportionate to the defined risk
appetite and should be subject to a cost-benefit analysis. Internal controls may consist of a framework of policies
and procedures which is applied in order to standardize the operations of the Company and reducing exposure to
enterprise risks, granting authorizations and approval limits, verification procedures, reconciliations and other
segregation of duties practices. Internal controls integrated into the information systems of the Company are
equally important.
iv. Information & communication
A key element of an effective IAS is the dissemination of information and the communication within the Company.
Information refers to the managerial and financial information and information regarding the IAS. The Company
has established infrastructure to manage information and communication with stakeholders and assurance
providers in order to achieve the objectives of the IAS both internally and externally.
The internal information and communication infrastructures include all the means by which the information is
disseminated within the Company, either from top to bottom or from bottom to top. They include all
communication channels within the Company, such as electronic correspondence, announcements on the website
of the Company, awareness campaigns or information systems updates.
External information and communication infrastructures also cover all channels of communication with third
parties, such as regulators or assurance providers, through which information is provided in response to requests
or for regulatory reporting purposes. Such channels may include the reporting framework (either regular or ad
hoc), e-mail correspondence and corporate announcements.
v. Monitoring
The monitoring of the IAS refers to the ongoing evaluation of its key elements. This can be achieved mainly through
the operations and activities of the Internal Audit Unit, but also through constant supervisory activities. The results
of the evaluation of the IAS and the deficiencies identified, should be communicated promptly to the line
management of the Company, who is responsible for performing corrective actions, and to the top management
or to the Board of Directors, depending on the significance of the deficiency.
37
C. Internal Audit Structure
The design and monitoring of the IAS and the Corporate Governance framework is based on the adoption of the
three lines model. By adopting the three lines model, the Company can design and implement the organizational
structure for risk management and internal controls, and can define distinct roles and responsibilities between
functions, and the interrelation between them.
The three lines model enhances the identification of structures and processes that best assist the achievement of
objectives and facilitate strong governance and risk management. The Company implements the model by:
• adopting a principles-based approach and adapting the model to suit organizational objectives;
• focusing on the contribution of the Risk Management function in achieving objectives and creating value,
as well as protecting the Company’s value;
• clearly defining the roles and responsibilities represented in the model; and
• implementing measures to ensure activities and objectives are aligned with the interests of stakeholders.
The fundamental elements of the three lines model are described below:
i. Board of Directors
The Board of Directors is the governing body which all reporting lines of the Company end up. The Board of
Directors engages with stakeholders to monitor their interests and communicate transparently on the
achievement of the Company objectives. Moreover, it nurtures a culture of promoting ethical behavior and
accountability based on the principles of the Code of Business Conduct and Ethics.
The Board of Directors establishes structures and processes for governance, including the creation of committees
as required, delegates authorities and responsibilities and provides the resources to management for achieving
the objectives of the organization. It determines the Company’s appetite for risk and exercises oversight of the
Risk Management Function, the Compliance Function and Internal Audit Unit. Finally, the Board oversees the
independence, objectivity, and competence of the Internal Audit Unit.
ii. Governance
The first line consists of the organizational units or persons whose activity is directly related to the provision of
services to the clients and which are owners and managers of the enterprise risks. First line units implement and
monitor activities (including risk management) and use Company resources to achieve the objectives of the
organization. They maintain a continuous communication with the Board of Directors, and report on expected
and actual outcomes which are linked to the objectives of the organization and the associated risks. First line units
establish and maintain appropriate structures and processes for the management of the Company operations and
risk management, including the IAS. Finally, they are responsible for maintaining compliance with the legal and
regulatory framework as well as the business conduct standards.
The second line consists of organizational units or persons who specialize in risk management and are responsible
to monitor and manage enterprise risks. They support the Risk Management Function by performing the following:
• Development, implementation, and continuous improvement of risk management practices (including the
IAS) at a process, systems, and entity level;
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• Help to achieve risk management objectives such as: compliance with laws, regulations, and business
conduct standards, internal controls, information and technology, security, sustainability and quality
assurance.
The second line provides analysis and reporting on the adequacy and effectiveness of risk management including
the IAS.
iii. Internal Audit
The Internal Audit Unit is an independent function which is responsible to inform the Audit Committee and the
Board of Directors regarding the adequacy and effectiveness of the IAS. The Internal Audit Unit provides
independent and objective assurance and advice to the management and the Board of Directors on the adequacy
and effectiveness of the Corporate Governance framework and risk management, provides support in achieving
organizational objectives and promotes a culture of continuous improvement. The Internal Audit Unit reports to
the Board of Directors instances of impairment to its independence and objectivity, and implements relevant
controls as required.
In addition to the three lines mentioned above, the model includes external assurance providers, who provide
additional assurance regarding the compliance with the legal and regulatory framework and act on protecting the
value and interests of the Company and stakeholders.
The participation of the external assurance providers in the Corporate Governance model is complementary to
the three lines. External assurance providers are responsible for:
• providing assurance to ensure that the Company complies with the legal and regulatory framework and
protect the interests of its stakeholders (e.g. chartered accountants); and
• supporting the Board of Directors and management to develop and assess the IAS (e.g. external
consultants).
D. Involved Departments / Functions
Implementation of the IAS principles and elements falls in the responsibility of every employee of the Company.
However, the main responsibility for monitoring the operation and assessing the IAS and the Corporate
Governance framework lies with the following departments and functions:
• Internal Audit Unit;
• Risk Management Function;
• Compliance Function.
In this context, the general principles governing the IAS and describe their activities are presented below.
i. Internal Audit Unit
The Internal Audit Unit is an independent unit which reports directly to the Audit Committee in relation to its
activities. The main responsibility of the Internal Audit Unit is to ensure that all operations are acting in accordance
with the rules and procedures of the IAS, as well as to monitor the implementation of the decisions of top
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management, in order to identify deficiencies which may lead to uncontrollable and unacceptable risks, loss of
opportunities for growth and inefficient use of resources.
The Internal Audit Unit is staffed with sufficiently trained and experienced staff to carry out tasks related to the
evaluation of the adequacy and effectiveness of the Corporate Governance framework and the IAS. In order to
function effectively, the Internal Audit Unit maintains its independence in terms of its reporting lines and activities.
The Internal Audit Unit provides independent and objective audit and consulting services, which add value and
improve the operation of the IAS. It adopts a systematic risk-based approach risk-based approach, to help improve
the Corporate Governance procedures, by identifying the shortcomings of the IAS and ensuring that appropriate
corrective actions are implemented.
ii. Risk Management Function
The Risk Management Function is responsible for the development and coordination of risk management
processes and procedures as well as for informing the senior executives and the Board of Directors about all the
risks faced by the Company. The Board of Directors monitors the exposure to enterprise risks, with a view to
maintaining stability and minimum interruption to the operations and the growth of the Company. Enterprise risks
fall into the following four categories: operational, financial, strategic and compliance risks.
The main responsibilities of the Risk Management Function are the following:
• The definition of the risk management framework, including the identification, recording, assessment,
management, reduction, monitoring and reporting of all existing and emerging enterprise risks. Risks are
assessed using an appropriate methodology developed for this purpose;
• The systematic evaluation of the risk management framework in terms of adequacy and efficiency, as well
as the submission of proposals for corrective actions, if deemed necessary;
• The development and implementation of procedures to risk assess every organizational unit;
• The setting and monitoring risk tolerance limits through appropriate processes.
iii. Compliance Function
The Compliance Function ensures that the Company implements and complies with the legal and regulatory
framework as in force.
The Compliance Function’s main responsibility is to establish and implement appropriate and up-to-date policies
and procedures, for the Company to comply with the current laws and regulations. Such policies may include the
reporting and management of misconduct, conflict of interest, file retention, data protection, anti-fraud, etc.
To establish policies and procedures, the Compliance Function considers the complexity and nature of the
Company's activities, including the development and of new products and new business activities.
The responsibilities of the Compliance Function include the following:
• Development and implementation of the Compliance program for the early identification and
management of regulatory compliance risks and changes in the regulatory framework;
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• Providing support to management and staff on issues related to compliance with laws, regulations and
internal rules. This can be accomplished through a formal reporting framework, or through corporate e-
mail but also through the establishment of alternative communication channels such as telephone lines
or applications for submitting inquiries or report issues. Such reporting should include as a minimum the
employee contact information, inquiry/issue details, and any actions already taken;
• Promoting a culture of professional business conduct through staff training and staff communications;
• Coordinating and communicating with the supervisory authorities, through a framework of regular and
ad hoc reports;
• Maintaining communication channels for reporting regulatory compliance and ethics issues, as defined in
Speak up Policy.
E. Internal Audit Unit
The Company has established an Internal Audit Unit, which is an independent unit ensuring that all operations are
operating in accordance with the corporate objectives, policies and procedures. Internal Audit Unit is independent
and reports directly to the Audit Committee.
The Internal Audit Unit reviews and assesses the efficiency and effectiveness of the IAS and the quality of all
processes and systems within the Company. Moreover, it monitors, and reviews press releases regarding the use
of funds which have been raised through the stock market. The number of internal auditors is proportional to the
size of the Company, the number of its employees, the operational areas, the number of functional units and the
audited entities in general. Members of the Board of Directors, senior executives and their relatives up to second
degree cannot be appointed as internal auditors.
The Audit Committee nominates the Head of the Internal Audit Unit, who is appointed by the Board of Directors
and is a full-time and exclusive employee, independent and objective in the performance of his/her duties. The
Head of the Internal Audit Department should have the appropriate qualifications and work experience for the
role. The Internal Audit Unit reports administratively to the Managing Director and operationally to the Audit
Committee. The Head of Internal Audit is not a member of the Board of Directors or a member with the right to
vote on any Committees of the Company, and/or a person who has close ties with anyone who has been assigned
such role in the Company or the Company’s Subsidiaries. The Head of the Internal Audit Unit provides any
information requested in writing by the Hellenic Capital Market Commission, cooperates with it and facilitates in
every possible way the latter’s task of monitoring, controlling and supervision.
The Company should inform the Hellenic Capital Market Commission about any change of the Head of the Internal
Audit Unit and submit the minutes of the relevant meeting of the Board of Directors within twenty (20) business
days.
The Internal Audit Unit has unrestricted access to all information, data, units, employees and activities required
to perform audit work. The members of the Board of Directors and the Audit Committee must co-operate and
inform internal auditors on every issue that is significant for the audit work.
The Internal Audit Unit does not judge the work/decision of the employees; the objective is to evaluate the
decision-making process and the corresponding results.
The Internal Audit Unit is responsible for the following:
• Evaluates, reviews and audits the IAS and its efficiency;
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• Reviews the processes for the providing financial and management reporting the Board of Directors;
• Ensures the implementation of policies and procedures;
• Ensures the adequacy of the risk identification and management procedures;
• Participates and monitor the regular and ad-hoc stock-takes;
• Audits the accounting and IT systems;
• Reviews the controls to safeguard the Company’s assets;
• Performs scheduled, unscheduled and surprise audits;
• Reviews the IRO as in force based on the decisions of the Board of Directors and current legislation;
• Monitors the implementation of the IRO and the Company’s Articles of Association, as well as the
applicable legislative framework;
• Reviews the compliance with the commitments stated in the press releases issued for the stock market;
• Reviews the business relationship and intercompany transactions with Subsidiaries;
• Reports to the Audit Committee any instances of conflict of interest;
• Submits quarterly progress reports the Board of Directors;
• Participates in the General Meeting of the Shareholders.
Finally, following an approval by the Board of Directors, Internal Audit Unit is obliged to provide any information
requested by the respective supervisory authorities, cooperate with and assist them with their monitoring and
supervising responsibilities.
There are certain stages to be followed during the audit process:
• Assessment of enterprise risks.
• Planning of long/short term audits.
• Audit preparation.
• Performing the audit.
• Communicating the results.
• Archiving.
• Following up on the implementation of the recommendations.
The methodology and the presentation of the results is performed as follows:
• Discussion with the auditee on issues identified during the audit;
• Report issues to the supervisors of the auditee;
• Issuance of the audit report with final observations, recommendations;
• The auditees should provide comments on the issues formally; furthermore, if they are unable to
implement a recommendation, they must justify the reasons of their inability;
• If the auditees do not respond on the issues within the predefined deadlines, all recommendations should
be considered as agreed and corrective actions should be performed;
• Perform a follow up on the implementation of the corrective actions within a predefined timeframe;
• In case no action has been taken a formal notice is issued;
• Finally, management is notified if, even after the issuance of the formal notice, no action has been taken.
The Internal Audit Unit has established an Internal Audit Charter approved by the Board of Directors, following a
proposal of the Audit Committee. The implementation of the regulation is monitored, controlled and assessed by
the Internal Audit Unit.
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F. Internal Audit System Evaluation
The Company, in accordance with the provisions of article 14 par. 3(i) and 4 of L. 4706/2020 regarding the policy
and procedure for conducting periodic evaluation of IAS, the decision under no. 1/891/30.09.2020 of the Hellenic
Capital Market Commission , as amended by virtue of the decision under no. 2/917/17.06.2021 of the Board of
Directors of the Hellenic Capital Market Commission and in force, engaged “PricewaterhouseCoopers SA” (PwC),
by virtue of a decision of its Board of Directors, to evaluate the IAS of the Company and its significant subsidiaries,
namely Frigoglass Nigeria “BETA Glass plc” and Frigoglass Romania Srl, as at December 31, 2022 reporting date.
PwC confirmed their independence as per the International Ethics Standards Board for Accountants’ Code of Ethics
as incorporated into the Greek Legislation as well as the ethical requirements of the Regulation (EU) No 537/2014
and the provisions of L. 4449/2017.
PwC conducted the engagement in accordance with the International Standard on Assurance Engagements 3000
and the provisions of article 14 par. 3(i) and (4) of L. 4706/2020 and the decision under no. 1/891/30.09.2020 of
the Board of Directors of the Hellenic Capital Market Commission, as in force (the “Regulatory Framework”), in
order to assess adequacy and effectiveness of the IAS of the Company and its significant subsidiaries (Frigoglass
Nigeria “BETA Glass plc” and Frigoglass Romania Srl), as at 31.12.2022 reporting date and 17.07.2021 – 31.12.2022
reporting period.
The conclusion of the Independent Assessor, namely Mr. Dimitris Sourmpis, Chartered Auditor Accountant with
Reg.No. 16891 of PwC, which is included in the final assessment report of the adequacy and effectiveness of the
IAS dated 27.03.2023, states the following:
“Based on the procedures performed as described in the “Scope of Engagement” paragraph above, and the
evidence obtained, about the Company’s and its significant subsidiaries ICS adequacy and effectiveness, as at
December 31, 2022 reporting date, nothing has come to our attention that causes us to believe that something
could be identified as a material weakness in terms of the Company’s and its significant subsidiaries ICS in
compliance with the Regulatory Framework”.
The foregoing results constitute a further confirmation that the Company is in compliance with the applicable
legislative and regulatory framework governing its IAS and Corporate Governance System and that it has adopted
and implements international best practices to ensure the lawful and orderly operation towards achieving the
sustainable development strategy of the Company and the Group.
G. Statement of the Board of Directors regarding the Internal Audit System
The Company applies an Internal Audit System that covers efficiently its activities and ensures its effective
operation in the context of its business strategy.
The Board of Directors reviewed the Company’s main risks, as well as the effectiveness of its Internal Audit System
for the closed fiscal year.
The Audit Committee is an important mechanism that supports the review and the evaluation of the Internal Audit
System performed by the Board of Directors. In this context, the Audit Committee took into consideration
information received by management, the Internal Audit Unit and the independent external auditor and shared
its opinions and recommendations with the Board of Directors, which further assessed the same in the context of
the review of the Internal Audit System.
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It should be noted that the Internal Audit System and the Risk Management provide reasonable, but not absolute
security, as they are designed to reduce the probability of occurrence of the relevant risks and mitigate their
impact. However, they cannot preclude such risks from materializing.
H. Evaluation of the impact of non-audit services provided by an audit firm on the objectivity and effectiveness
of the statutory audit
The external certified auditors of PricewaterhouseCoopers S.A. (PwC) also provided during the year 2022, non-
audit services to the Company and the affiliated companies of the Group. The relevant non-audit services were
provided in accordance with the applicable European Directive (Directive 2006/43 / EC of the European Parliament
and of the Council of 17 May 2006, as amended by Directive 2014/56 / EU of 16 April 2014 and Regulation (EU)
537/2014 of the European Parliament and of the Council) and national (Law 4449/2017, as in force) legislation,
while no non-audit services have been provided which are prohibited according to article 5 par. (1) of Regulation
(EU) No 537/2014.
PwC is independent of the Company and its subsidiaries in accordance with the Code of Conduct for Professional
Auditors of the Council of International Standards on Auditors (Code of ECHR) and the ethical requirements of
Regulation (EU) no. 537/2014 and Law 4449/2017 related to the control of financial statements.
PwC also follows it’s global PwC Independence Policy, which is based on the SBS Code.
The Frigoglass Group, respectively, implements a policy for monitoring the independence of the external auditor
and the use of the external auditor for authorized non-audit services, including a monitoring mechanism regarding
the maximum fee limit for authorized non-audit services.
Any permissible non-audit service provided by the external certified auditor, regardless of the size of the
assignment, is approved in advance by the Audit Committee, based on a defined scope of pre-approved services.
The above policy explicitly defines the process of control and approval of the independence mechanism of the
external certified auditor by the Audit Committee for the authorized non-audit services.
At the beginning of each financial year, the Audit Committee, based on a proposal of the Group's Chief Financial
Officer, determines and approves the budget for the current financial year, setting maximum fee limits for each
category of services of the Company and the Frigoglass Group. Following the approval of the budget, the Group's
Chief Financial Officer shall ensure that the Frigoglass Group's entities are informed of the budgetary amount
allocated to them. It is noted that the above budget includes, for reasons of an integrated presentation of the fees
paid to the statutory auditors, the auditors' fees for the statutory audit of the financial statements, although these
are decided and approved in accordance with the law by the competent auditing bodies.
The nature and level of all services provided by the external auditor are factors taken into
account by the Audit Committee when it annually reviews the independence of the external auditor.
In view of the above, the Company considers that the above mentioned non-audit services provided by PwC during
the year 2022 did not affect or had any impact on the objectivity and effectiveness of statutory audit.
4.9. Sustainable Development
A. Company and sustainability
Sustainability is a central element of the Company's business strategy and is firmly embedded in its culture,
operations and products. The Company operates in a sustainable way, creates value and takes measures to
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minimize the impact, focusing on the provision of quality and innovative products, while understanding that the
promotion of corporate interest and competitiveness is closely linked to its sustainability.
The Company is fully committed to applying a strict Code of Business Ethics and Conduct in all activities and
employees, as well as to comply with local laws and regulations and to follow policies and procedures to enhance
transparency and prevent fraud, corruption, bribery or any conduct contrary to the Code of Business Conduct.
Complies with applicable environmental laws and regulations and is a signatory to the United Nations Global
Compact (UNGC). The Company cooperates with customers, business partners and suppliers to promote
sustainable development, innovation and the creation of solutions that bring mutual benefits and allow the
mutual development to all parties involved.
The Company’s sustainability policy is based on a set of guiding principles, specifically, upholding high professional
standards, transparency, trust and justice, fostering a culture of partnership and cooperation, valuing the long-
term relationships with our customers and suppliers, and leading by example to create a more sustainable future.
In addition, the sustainability policy has been developed in accordance with the Code adopted by the Company.
Sustainability is determined by the impact of the Company's activities on the environment and the wider
community and is measured on the basis of non-financial factors related to the environment, social responsibility
and governance (“ESG” factors) which are economically significant for the Company and the collective interests
of key stakeholders, such as employees, customers, suppliers, local communities as well as other important
stakeholders.
Publications on the management and performance of the Company on sustainable development issues are
available to the Company’s shareholders and stakeholders.
B. Corporate Governance and sustainability
The governance of sustainability issues and matters is a fundamental consideration, as the Company continues its
efforts in embedding sustainability principles into the decision-making process and operations as a whole. Aiming
to reinforce the governance of sustainability issues across the organisation, elements are incorporated into the
decision-making process to ensure that sustainability management begins at the highest level.
The Company’s leadership has the ultimate accountability of the Company’s sustainability programs and
performance. In partnership with leadership, the Sustainability Director leads the design, development, execution
and continuous improvement of the sustainability strategy, goals and initiatives. Supported by working
committees throughout the locations of the Company’s operations, the sustainability working group address and
manage sustainability matters across all the functions and locations. Collaboratively, they engage with
stakeholders, mobilise the organisation and collaboration across departments. The implementation and
measurement of the various sustainability initiatives and processes ensures the alignment with business strategies
and operational objectives.
These committees are responsible for ensuring that the Company is making systematic progress on its
sustainability strategy as well as addressing risks, communicating results and working towards embedding
sustainability within the organisation.
The Company approaches sustainability, focusing its efforts and resources on four, complementary and mutually
supported areas: Marketplace, Environment, Workplace and Community. The Company manages and monitors
its performance against its focus areas in two ways:
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• Key performance indicators: The Company defines short- or long-term targets for improvement that relate
with each sustainability pillar. Respective KPIs are determined, established by the corresponding internal
teams and monitored throughout the year.
• Actions and progress: The Company develops actions and initiatives that correspond to each sustainability
target and constantly monitors their progress, seeking to improve performance in relation to the four
sustainability pillars.
C. Reporting and communication of sustainability performance
The Company communicates its approach on sustainability, progress and achievements through its annual
sustainability report which is prepared in accordance with GRI Standards, “Core option” and the Code. The report
covers all operations and sites where the Company has operational control, such as manufacturing facilities and
sales offices, as well as subsidiary companies (unless stated otherwise) and reports the organisation’s approach
on its sustainability pillars and the associated material issues through the description of its management approach
and performance against key performance indicators. Adhering to the Group Reporting Initiatives (GRI) Standards
ensures that the contents of the report are relevant, consistent and comparable.
4.10 Transactions with related parties
The Company has taken all necessary measures so that the Board of Directors has the necessary information to
base its decisions regarding transactions between related parties as well as transactions of the Company's
subsidiaries with related parties. In this context, the Company has adopted the Regulation for the Management
of Transactions of the Company with Affiliated Parties.
In view of the above, the Company must monitor the transactions with the related parties and notify them to the
competent bodies and the shareholders, ensuring the transparency, the independent financial management, the
accuracy and correctness of its transactions, and the smooth execution of them. The transfer of resources, services
or commitments, regardless of whether a price is charged, is considered as a transaction between affiliated
companies.
All transactions of the Company with related parties must be carried out independently, based on the existing
legal restrictions and formalities, and in accordance with the current prevailing buying and trade conditions, just
as if the transactions were carried out with a third party independent with the Company.
Every affiliated party follows regulations regarding the transparency, the independent financial administration,
the accuracy and the correctness of its transactions.
In the context of dealing with business and legal risks that may activate licensing and publicity mechanisms for
certain transactions of the Company, which are described in detail in the Regulation for the Management of
Transactions of the Company with Affiliated Parties.
4.11 Explanation of the reasons for non-compliance with specific practices of the Code for the year 2022
By 31.12.2022 the Company has adopted and fully complied with all the special practices of the Code. However,
mainly due to the time of entry into force of the Code, the Company has not fully adopted the following practices
of the Code by 31.12.2022 while it is already in the process of compliance:
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The Company, until 31.12.2022 has not fully complied with the practice 2.3 of the Code according to which the
Company must have a framework for filling positions and succession of members of the Board of Directors as well
as a succession plan of the Chief Executive Officer.
The reason for non-compliance is due to the narrow time frame from the issuance and adoption of the Code.
Currently, it is clarified that the Company has already established the Chief Executive Officer succession plan, by
virtue of the approval decision of the Human Resources, Remuneration and Nominations Committee dated
14.12.2022 and the approval decision of the Board of Directors dated 26.01.2023, while the Company is already
at the stage of compliance with the establishment of a framework for filling positions and succession of the
members of the Board of Directors.
According to the Company's schedule, the Company's compliance with the above special practice of the Code will
be fully completed by the end of 2023.
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5) Risks and Uncertainties
Following the implementation of the Transaction and the Hive-Down, as described in the section Events after
Balance Sheet Date and Other Information, the activities of Frigoglass SAIC are limited to holding company
activities related to its 15% equity stake in Frigo DebtCo PLC.
Following this event Frigoglass SAIC (the “Company”) will no longer present consolidated financial statements.
As such, the principal risks and uncertainties outlined below relate only to Frigoglass SAIC.
Frigoglass SAIC has an equity position of €1,9m for the year ended 31 December 2022 and, therefore, is lower
than half (1/2) of the share capital. As a consequence, the requirements of article 119 of Law 4548/2018 are
applicable.
The major risks to which the Company may be exposed are ranked by a risk index, after taking into consideration
the likelihood and the potential impact.
When assessing the likelihood and potential impact of such risks, the Board of Directors considers whether
the outcome could pose:
• an immediate threat to the existence of the Company
• a reputational threat from which the Company could be expected to recover fully in due course and
• no immediate threat to the Company or its operating activities
In its assessment, the Board of Directors considers that limited risks present an immediate threat to the
existence of the Company and has, in each case, ensured that adequate measures are in place to mitigate the
occurrence and impact of any risks. The Board of Directors also obtains regular reporting so that these risks
can be continuously assessed.
Principal Risks
Lack of availability of funding to meet obligations as they fall due.
Most of the likely liquidity requirements are foreseeable (for example, payroll and audit fees) while others
(such as costs of handling with the remaining assets) are subject to the Company’s discretion. The Board is
satisfied that unexpected liquidity needs are not significant and could readily be met. As part of the
Transaction and the Hive-Down, Frigoinvest Holdings B.V. has agreed to cover up to 31 December 2026 a
reasonable amount of the Company's annual operating expenses, including to cover the indemnity of the
Company's management and the members of its Board of Directors, for any claims and obligations (including
expenses) that may arise from the Transaction and the Hive-Down, as well as to provide indemnity up to a
certain amount for any unknown past tax liabilities.
Valuation risk -under- or overstating the valuations of investments that could result in financial loss or
reputational risk.
Valuation risk is the uncertainty about the difference between the fair value reported for a financial
instrument at the valuation date and the price that could be obtained on that same date if the instrument
were effectively traded.
Factors contributing to valuation risk include the use of data for which no market
information is available (i.e., unobservable inputs), market instability and poor verification of data by those
responsible for determining the value of the instrument.
To mitigate this risk the Board will challenge policies and tools used to determined valuations.
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6) Events after Balance Sheet Date and Other Information
Grants for export receivable
Export Expansion Grants (EEG) are granted by the Federal Government of Nigeria on exports of goods produced
in the country, after having met certain eligibility criteria. The EEGs are granted by the Nigerian Export
Promotion Council (NEPC) via the issuance of Promissory Notes (PNs) issued by Debt Management Office (DMO)
of the Nigerian Federal Government. The majority of the outstanding EEG claims of Beta Glass PLC., for the
period 2007-2020, were settled through the issuance of PNs in February 2023.
Restructuring and recapitalization of the Group
On 5 December 2022, a committee of the Noteholders of the €260 million senior secured notes due 2025 (the
“2025 Notes”), that represented 56.9% of the principal amount of the 2025 Notes (such committee, the
“Noteholder Committee”), provided to the Company and the Group €35 million in aggregate principal amount
of Fixed Rate Super Senior Secured Notes due 2023 (the “Initial Bridge Notes”), with the ability, subject to
agreement between the parties, to tap an additional aggregate amount of €20 million through two tranches of
equal amount (the “Additional Bridge Notes”, and together with the Initial Bridge Notes, the “Bridge Notes”),
as further set out below. In addition to funding the Initial Bridge Notes, the Noteholder Committee agreed to
support a recapitalization and restructuring transaction, in order to provide stability to the Group’s operations.
The Additional Bridge Notes of €20 million aggregate principal amount were issued on 20 January 2023 and 3
February 2023, following the respective subscription agreements and the extension of the maturity dates of
the Bridge Notes. The €55 million Bridge Notes were used by the Group, inter alia, to support its working capital
needs and capital expenditures, including the rebuild of the new manufacturing facility in Romania.
The Bridge Notes are presented in detail in Note 15 of the Financial Statements.
In addition to the above, the Noteholder Committee and certain entities of the Frigoglass Group (Frigoinvest
Holdings B.V. (“FHBV”) and Frigoglass Finance B.V. (“FFBV”)), have entered into a lock-up agreement (as
amended from time to time) (the “Lock-up Agreement”), pursuant to which the parties committed to provide
support to implement the transaction.
The initial maturity date of the Bridge Notes was 11 January 2023 with a final maturity date on 28 February
2023. FHBV and FFBV, as issuers of the Bridge Notes, have not repaid the principal amount of and any accrued
interest related to the Bridge Notes which was due and payable on 28 February 2023. This constituted an Event
of Default under the trust deed governing the Bridge Notes and such Event of Default commenced the
implementation of the Transaction, as further described below.
On or about 6 March 2023, Frigoglass reached an agreement with the Noteholder Committee with the support
of its major indirect shareholder, Truad Verwaltungs A.G. (“Truad”), for a consensual recapitalization and
restructuring (the “Transaction”) of the group of companies (i.e., FHBV and its subsidiaries) which was
controlled at that time by Frigoglass SAIC.
By 24 March 2023, Noteholders representing over 95% of the aggregate principal amount of the 2025 Notes
have elected to accede to the Lock-up Agreement and support the Transaction.
The Transaction, as reflected in the amended Lock-Up Agreement, involved a number of inter-conditional
components which resulted in changes to Frigoglass Group’s debt capital structure on completion on the
Implementation Date (as further described below), including:
1. Issuance of new first lien senior secured notes in the amount of €75 million (the “New Super Senior
Notes”) (with an uncommitted ability to issue in total up to an additional €30 million under the
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indenture governing the New Senior Secured Notes) by Frigo DebtCo PLC (refer below for the details of
the company). The maturity of the bonds is three years after the Implementation date of the
Transaction.
2. Issuance of new second lien senior secured notes in the amount of €150m (the “Reinstated Notes”) by
Frigo DebtCo PLC, following the restructuring of the 2025 Notes. The maturity of the bonds is five years
after the implementation of the Transaction.
As a result of the Transaction the 2025 Notes were canceled. The Bridge Notes have been repaid through the
proceeds of the New Super Senior Notes.
Following the Event of Default under the trust deed governing the Bridge Notes, the Noteholder Committee
commenced the implementation of the Transaction by enforcing the pledge over the shares of FHBV, which
was completed on 27 April 2023 (the “Implementation Date”). On the Implementation Date, ownership of FHBV
(and each of its subsidiaries) was transferred to Frigo DebtCo PLC an entity in which the Noteholders (or their
affiliates) indirectly own an 85% equity stake. As a result, FHBV and its subsidiaries, with effect from 27 April
2023, are controlled by Frigo DebtCo PLC.
Additionally, simultaneously to the implementation of the Transaction, Frigoglass SAIC transferred to Frigoglass
Services Single Member SA (a new subsidiary entity of FHBV) substantially all of its assets and liabilities (the
“Hive-Down”) in consideration for a 15% equity stake in Frigo DebtCo PLC as well as receipt of a series of
indemnities to support Frigoglass’ solvency and liquidity going forward. On the Implementation Date, Frigoglass
SAIC and other Group companies have been discharged from the obligations and guarantees stemming from
the 2025 Notes and the Bridge Notes.
The Hive-Down was approved by the General Meeting of Shareholders of Frigoglass SAIC, on 28 March 2023,
according to article 23 of law 4706/2020. Following the implementation of the Transaction and the Hive-Down,
the activities of Frigoglass SAIC are limited to holding company activities related to its 15% equity stake in Frigo
DebtCo PLC and, thus the recapitalized group, with the remaining 85% being held by Frigo NewCo 1 Limited, a
private liability company incorporated in England and Wales. 95% of the share capital of Frigo NewCo 1 Limited
has been distributed pro rata to the 2025 Noteholders with the remaining 5% of the share capital distributed
to the 2025 Noteholders who elected to purchase the New Super Senior Notes.
The shares of Frigo DebtCo PLC have been pledged in favor of the Security Agent for both the New Super Senior
Notes and the Reinstated Notes, under a share charge governed by English law.
Before the implementation of the Transaction and the Hive-Down, the intercompany balances of the Group,
including those at Frigoglass SAIC, were reorganized. As a result of such reorganization, Frigoglass SAIC had a
net intercompany balance towards FHBV of €51.4m. On 27 April 2023, FHBV undertook a reduction in its share
capital of an amount equivalent to the intercompany balance owed by the Company, which also reduced the
cost of investment in FHBV by an equivalent amount. Following this reduction, the cost of investment was
€8.6m. Taking this under consideration management concluded that the recoverable amount of the investment
in FHBV should be written down, resulting in an impairment of €8.6m with respect to Frigoglass SAIC’s
investment in FHBV.
As a result, the following have been presented in the Financial Statements as of 31 December 2022:
1. The initial Bridge Notes have been initially classified in the Group’s current borrowings and
subsequently reclassified to Liabilities directly associated with Assets Held for Sale, as presented in Note
15 of the Financial Statements.
2. The Parent Company has written down the value of its investment in subsidiaries, as presented in Note
9 of the Financial Statements.
50
3. The Financial Statements were prepared under the IFRS 5 principle, as discussed in Note 33 of the
Financial Statements.
There are no other post-balance events which require disclosure or are likely to affect the financial statements
or the operations of the Group and the Parent company.
7) Related Party Transactions
The rel
ated party transactions of the Company, in the sense used in IAS 24, are listed in the following table:
For information relating to what constitutes continued and discontinued operations, please refer to Note 24
of the Financial Statements.
8) Research and Development
The main objectives of the Research and Development (R&D) function are to develop innovative, pioneering
cooler solutions for Group’s customers.
R&D focuses on developing products along the guiding principles of standardization and simplification, as well
as increased customization.
Frigoglass provides Ice-Cold Merchandising solutions that are designed to help its customers to achieve their
sustainability goals. Frigoglass focuses on the design, development and improvement of its products in order
to reduce carbon dioxide emissions, energy consumption and greenhouse gas emissions consistently with the
needs and requirements of its customers.
in € 000's
31.12.2022
154.009 Coca-Cola HBC AG Group
4.261 Coca-Cola HBC AG Group & A.G. Leventis (Nigeria) Plc.
27.046 Coca-Cola HBC AG Group
Parent Company:
Income from
Services fees
Expenses from
Services fees
Receivables Payables
Loans
Payable
Interest
expense
Frigoglass Cyprus Ltd - - - - 1.128 82
Frigoglass South Africa Ltd 1.274 - 4.327 - - -
Frigoglass Indonesia PT 298 - 488 - - -
Frigoglass Romania SRL 9.286 - 3.555 4.227 - -
Frigoglass Eurasia LLC 1.703 - 694 74 - -
Frigoglass India PVT.Ltd. 1.585 164 5.139 44 - -
3P Frigoglass Romania SRL 50 - 25 - - -
Frigoglass Industries (Nig.) Ltd 136 - 197 - - -
Beta Glass Plc. 616 - 384 - - -
Frigoglass Finance B.V. - - - 131 - -
Frigoinvest Holdings B.V. 253 - 3.406 - 60.836 3.718
Total 15.201 164 18.215 4.476 61.964 3.800
Coca-Cola HBC AG Group / Revenue from
Services of ICM's
5.870 - 1.795 - - -
Grand Total 21.071 164 20.010 4.476 61.964 3.800
The fees of Management:
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Board of Directors Fees 403 415 403 415
Wages & other short term employee benefits 1.869 2.806 1.272 2.215
Other long term employee benefits - 668 - 583
Post employment benefits 361
406 321 366
T
otal fees 2.230 3.880 1.593 3.164
Parent Company
Consolidated
Year ended
Consolidated:
Sales of Goods
Purchases of Goods & Services
Receivables
51
Frigoglass operates a Research and Development (R&D) center located in Romania and those which are
located in Greece and India support the one located in Romania.
As part of the transaction explained in Section 6 “Events after Balance Sheet Date and Other Information” the
research and development department constitutes a part of discontinued operations.
9) Explanatory report of the BoD in accordance with article 4 para. 7 & 8 of Law 3556/2007
A. Structure of the Company’s share capital
The Company’s share capital amounts to Euro 21.378.865 divided among 356.314.416 shares with a nominal
value of Euro 0,06 each.
All the shares are registered and listed for trading in the Securities Market of the Athens Exchange.
Each ordinary share entitles the owner to one vote and carries all the rights and obligations set out in law and
in the Articles of Association of the Company.
The liability of the shareholders is limited to the nominal value of the shares they hold.
B. Limits on transfer of Company shares
The Company shares may be transferred as provided by the law and the Articles of Association provide no
restrictions as regards the transfer of shares.
C. Significant direct or indirect holdings in the sense of Presidential Decree 51/1992
On 31.12.2022 the following shareholders held more than 5% of the total voting rights of the Company:
• Truad Verwaltungs A.G. 48,43%
• Alpha Bank S.A 5,94%
D. Shares conferring special control rights
None of the Company shares carry any special rights of control.
E. Limitations on voting rights
The Articles of Association make no provision for any limitations on voting rights.
F. Agreements among Company shareholders
The Company is not aware of any agreements among shareholders entailing limitations on the transfer of
shares or limitations on voting rights, nor is there any provision in the Articles of Association providing the
possibility of such agreements.
G. Rules governing the appointment and replacement of members of the Board of Directors and the
amendment of the Articles of Association deviating from those provided by Law 4548/2018
The rules set out in the Articles of Association of the Company on the appointment and replacement of
members of the Board of Directors and the amendment of the provisions of the Articles of Association do not
differ from those provided by Law 4548/2018.
H. Authority of the Board of Directors or certain of its members to issue new shares or to purchase the own
shares of the Company, pursuant of Law 4548/2018.
According to the provisions of article 24 par. 1 sub. b’ and c’ of Law 4548/2018, the General Meeting by its
own decision, which is subject to the disclosure formalities of the article 13 of Law 4548/2018, may authorize
the Board of Directors to increase the share capital by its own decision.
52
Also, according to the provisions of article article 113 of Law 4548/2018, by a resolution of the General
Meeting passed under an increased quorum and majority in accordance with the provisions of articles 130
par. 3 and 4 and 132 par. 2 of Law 4548/2018, a programme can be established for the offer of shares to the
Directors and to company personnel, as well as to personnel of affiliated companies, in the form of stock
options, according to the more specific terms of such resolution, a summary of which is subject to the publicity
formalities of article 13 of Law 4548/2018.
The par value of the shares offered may not exceed, in total, one tenth (1/10) of the paid-up capital on the
date of the resolution of the General Meeting. The Board of Directors issues a decision regarding every other
related detail which is not otherwise regulated by the General Meeting and, depending on the number of
beneficiaries who have exercised their options, the Board of Directors decides on the corresponding increase
of the Company’s share capital and on the issuing of new shares.
According to the provisions of article 49 of Law 4548/2018, subject to prior approval by the General Meeting,
the Company may acquire its own shares, under the responsibility of the Board of Directors, provided that the
par value of the shares acquired, including the shares previously acquired and still held by the Company, does
not exceed one tenth (1/10) of its paid-up share capital. The resolution of the General Meeting must also set
the terms and conditions of the acquisitions, the maximum number of shares that may be acquired, the
effective period of the approval granted, which may not exceed 24 months, and, in the case of acquisition for
any consideration, the maximum and minimum range of such consideration.
I. Significant agreements put in force, amended or terminated in the event of a change in the control of the
Company, following a public offer
The Company has no agreements which are put in force, amended or terminated in the event of a change in
the control of the Company following a public offer.
Frigoglass SAIC does not hold any treasury shares.
J. Significant agreements with members of the Board of Directors or employees of the Company
The Company has no significant agreements with members of the Board of Directors or its employees
providing for the payment of compensation, especially in the case of resignation or dismissal without good
reason or termination of their period of office or employment due to of a public offer.
53
10) Non-Financial Performance Review – Sustainability
The information in this statement relate to discontinued operations.
1. Business model
1.1. Business overview
Frigoglass is a strategic partner to the world’s leading beverage brands.
We are one of the global leaders in Ice Cold Merchandisers (ICM), providing our customers with a complete
range of innovative merchandising solutions, which uniquely position and promote their brands to consumers
around the world. Frigoglass supplies Ice Cold Merchandisers (beverage coolers) to soft drinks and alcoholic
beverage companies.
Our market-leading products combined with our commitment for consistent, superior after-sales support,
have allowed us to build and continuously develop long-standing partnerships with our customers, who
include leading beverage companies in more than 100 countries that we serve globally. Our innovative coolers
enhance our customers’ beverage branding at the point of sale, drive impulse consumption and maximize
merchandising opportunities.
We are committed to providing increasingly environmentally friendly product solutions, which enable our
customers to meet their ambitious sustainability and carbon emission reduction targets. Frigoglass is also a
principal supplier of glass bottles and complimentary packaging solutions in the high-growth markets of West
Africa. These markets present an attractive long-term investment opportunity for our customers and as such,
we remain committed to supporting them in capitalizing on this opportunity.
1.2. Global presence
With its footprint, Frigoglass is well established in the more mature European markets while in the last years
it has established its position also in emerging markets. We support our customers through manufacturing
facilities in six countries and an extensive network of sales and after-sales representatives.
In our Glass business, we are focused on the markets of West Africa. We aim to create value for our customers
by building on our position as a leading supplier of glass bottles and complementary packaging solutions in
West Africa.
Cool Operations:
Europe
Production Plants & Sales offices:
Romania, Russia
Sales offices:
Norway, Poland, Germany, Hungary,
Switzerland, Greece
Cool Operations:
Asia & Africa
Production Plants & Sales offices:
India, Indonesia, South Africa
Sales offices:
Kenya, Nigeria
Glass Operations:
Africa
Production Plants & Sales offices:
Nigeria
54
1.3. Key objectives and strategy
In 2022, Frigoglass remained focused on its strategic priorities and continued creating value-adding,
innovative, cold merchandising solutions for its customers around the world.
1.3.1. Customer focus
In Frigoglass, we put the customer in the centre of our business model. During the last years, we have
redefined our ICM Commercial Vision and have taken several steps to further improve our Customer Focus.
Three pillars support our ICM Commercial Vision:
1. Build on successful partnerships: Maintain strong partnership with our Global Accounts to serve them
with a differentiated offering in line with regional requirements.
2. Optimize route-to-market approach: Integrate our customers’ requirements into our products and
serve them with great value, while Innovation & Sustainability remain key pillars for any new
development.
3. Enhance commercial capabilities to strengthen customer relationships: Create a strong and
ambitious commercial organization and culture as enabler of our go-to-market strategy and reach our
targets. Split Sales teams per Global Account to increase focus and reflect customers’ needs.
In 2022, our Glass division recorded significant growth across all operations as the post-COVID demand
recovery continued unabated. Following the completion of our furnace capacity expansion project mid- 2021
which added 35,000 tons of capacity we were able to fully utilize this additional capacity in the first full year
of production. In 2022 we suffered from a few local disruptions to our supply chain, but the biggest impact
came from the cost situation that escalated due to global events, general cost inflation, further Naira
devaluation and interruptions to our natural gas supply.
Glass container volumes increased by almost 23% compared to the dramatic rebound already witnessed in
2021. This volume growth largely reflects increased orders from Brewers, with some additional growth coming
from the Spirits category. Our Crates operation delivered almost 20% volume growth linked to the surge in
glass requirements for Beer and solid demand from the Soft Drinks segment.
Our metal crowns operation continued to grow, capitalizing on the market share gains secured in 2021, with
over 2.1 billion crowns sold. The capacity expansions completed in mid-2021 enabled us to expand our
customer base further pushing sales in Southern Africa for the first time whilst retaining our focus on our local
customers in Nigeria and West Africa. We cemented our sustainability goals by making commitments through
the SBTI platform and look forward to partnering with our customers as we progress on our sustainability
journey.
1.3.2. Innovation leader
Development update
In 2022, we focused product development resources mainly on our Sustainability targets, the launch of the
new cabin platform, cost optimization and supply security, since it has been affected by the COVID-19
pandemic.
Our R&D made substantial progress on ideas and designs to improve further the energy efficiency of the
cooling circle in combination with less heat losses and energy consuming components. The products’ energy
consumption during use in the market is one important contributor in the Scope 3 emissions and part of our
upcoming SBTi plan.
55
In parallel, the new Europeans ICOOL2 and Max/Plus ranges of coolers based on the new common cabin
platform were enhanced with new models. Apart from aesthetical innovations the new ranges feature also a
number of attributes for energy optimization and lower maintenance.
For the India and Southeast Asia regions the development focused on preparing the ground to transit to the
environmentally friendly HC refrigerants. Once complete in cooperation with local customers, this transition
will mark the end of Freon (R134a) refrigerants’ use in our coolers in Frigoglass operations worldwide.
Energy labelling for all commercial refrigerators was introduced in March 2021, which helped us advertise our
low energy consuming products directly to the end consumer. From 2021 to 2022 we increased the share of
C vs. D energy rating through improvement or new models and we work to move in following years to higher
share of B, eliminating D or worse rated products. Future technology advancement at competitive cost will
help us reach top energy rating levels.
Since the raw material availability and logistics remain heavily impacted by COVID-19 and the geopolitical
situation globally, we have ongoing projects on securing alternative component and sourcing supplies with
the least possible cost impact.
Market penetration
2022 was affected not only by the COVID-19 pandemic, but also by the war in Ukraine, while our cooler
manufacturing facility in Romania was still not fully operating, after the fire incident in 2021. Despite these
challenges, we successfully executed our plans, exceeding expectations.
In Europe, we expanded the ICOOL2 range of TCCC exclusive products , which built on the success of the first
ICOOL generation whilst offering significant benefits in sustainability and more importantly impulse creation.
We have also continued to be the key strategic partner to the leading Coca-Cola bottlers in Europe and other
regions. Respectively, based on the common cabin platform strategy, we expanded the new Max range of
products for breweries and the generic market, successfully replacing the Smart range and improving our
fleet’s average energy consumption.
In India, we maintained our partnership with key soft drink customers, while enhancing our network of local
distributors , hence the penetration of our product offering in the local market.
Our consumer appliances business with its renewed product portfolio maintains a solid foundation for
business growth both in our traditional markets and new ones.
Research & Development
In 2022 we maintained the ISO17025 quality system of our labs as well as the Safety Accreditations of our
Strategic Customers and third parties, securing their status as internationally recognized independent labs. As
such, our in-house test results have full validity, which allows us to avoid transportation of samples to external
labs, thus reducing time to commercialization and outbound freight, consequently total emissions.
2. Management approach on key non-financial and sustainability aspects
At Frigoglass, our approach to key non-financial sustainability aspects is underpinned by a set of guiding
principles; in specific, upholding high professional standards, being transparent, trusted and fair, fostering a
culture of partnership and collaboration, valuing the long-term relationships with our customers and suppliers,
and leading by example to create a more sustainable future.
2.1. Focus areas
The group-wide framework on non-financial issues focuses on four areas, which are complementary and
mutually supportive.
56
Marketplace
Quality and innovation are two important drivers in our sustainability strategy. Frigoglass aims to create value
for its business and customers by developing high quality, reliable products and services, continuously
enhancing their efficiency, whilst following fair business practices and ensuring regulatory compliance with
applicable laws in all areas of our operation.
Environment
Frigoglass creates value by recognizing and reducing its products’ impact on the environment. In the
operations, we measure performance through regularly monitoring the environmental impact of our products
and undertaking actions to improve the efficiency of materials’ use. Performance and efficiency constitute key
drivers behind all our efforts to minimise our environmental impact.
Workplace
Our people are our greatest asset. Engaging and developing our people for the long term is our firm objective.
We are therefore strongly committed to attracting, developing and retaining the best people to successfully
support our business strategy, whilst providing them a safe and inclusive working environment.
Community
It is important for us to be a responsible corporate citizen by supporting the local society. We work closely
with our community stakeholders to find out how we can achieve greater social impact through our business
operations and focus our efforts on creating value for the communities in which we operate.
Frigoglass approach, the specific policies and the outcomes of those policies as well as Key Performance
Indicators associated with the above focus areas are presented in chapters: 5. Marketplace, 6. Environment,
7. Workplace
3. Material issues and engagement with our stakeholders
3.1. Material issues
For us at Frigoglass, engaging in sustainability means aligning with the needs and expectations of our
stakeholders - customers, consumers, employees and shareholders around the globe.
As we aim to maintain our stakeholders’ engaged in a business environment that is continuously shifting, we
regularly revaluate our business and sustainability priorities as well as those of our stakeholders.
Our top material issues are following:
1. Sustainable product design
2. Regulatory compliance
3. Product energy and material efficiency
4. Economic performance
5. Information security
6. Use of recyclable materials
7. Product lifecycle impact assessment
8. Customer satisfaction
9. Ethical business conduct and culture
10. Product solutions, connectivity and IoT
11. Occupational health and safety
12. Sustainable sourcing and supply chain
13. Inclusion, diversity and equal opportunities
57
3.2. Stakeholder engagement
At Frigoglass, we highly appreciate the role of stakeholders and the significance of their involvement when it
comes to defining our sustainability strategy. Engaging with them is essential for understanding their needs
and creating value for the organization. Their insight also helps us acquire a multi-angle perspective that
supports our decision-making process and ensures that our sustainability targets and actions respond to their
concerns and meet their expectations. In the process of mapping our stakeholders, we have identified those
for which we have legal, commercial or moral responsibility, such as our investors, clients and the communities
in which we operate. Our employees and our suppliers are equally important stakeholder groups because we
depend on them for our operation. Finally, we are conscious of external groups, such as our business partners
and product end users, who are influenced by our products and performance. Continuous dialogue and
engagement with different stakeholder groups enable us to understand various perspectives, identify
opportunities to improve our performance, create value for our customers and shareholders and set our
sustainability targets. Integrity, transparency and compliance are the key principles behind all our engagement
initiatives. Stakeholder engagement outcomes inform our strategy, risk management and resource allocation,
and help us meet stakeholders’ expectations and address their concerns.
Our ongoing engagement with our stakeholders helps us understand:
● The impact of our activities and how to handle them in a responsible manner
● The potential risks and opportunities associated with each stakeholder group and how we can
effectively manage them in a proactive way
● The effectiveness of our sustainability strategy
Feedback from our stakeholders on how we can improve our management and reporting of sustainability
issues has included the following recommendations:
● Integrate sustainability issues further into business strategy
● Enhance our sustainability reporting practices to demonstrate transparency
● Set clear KPIs and targets and measure progress against them
● Promote standardisation of procedures on quality, labour management and environmental issues
across all operations
4. Principal risks and their management
In 2022, we continued the implementation of the risk management identification process across our
operations, which was an upgrade of our Operational Risk Management tool and update of our reporting
system to better assess potential risks and develop mitigation actions.
Frigoglass CEO and the Executive Committee oversee the risk and opportunity identification process, which
includes regulatory reviews, carbon emission and energy use data collection, as well as consultation with both
suppliers and customers. Data collection is used to identify where climate change and other risks and
opportunities exist across the company. Specifically, data on carbon emission and energy are used to assess
energy efficiency opportunities at a number of our plants, as well as help us set our carbon emission target.
Customers’ consultation has been guiding our research and development efforts to produce more energy
efficient ICMs.
The updated Operational Risk Management program consists of four major assessment categories. For each
of them a series of issues and potential risks have been outlined to allow us to have an accurate overview of
the risks at asset level i.e. in each individual plant. Under this program, climate change has been recognized
as a key risk that relates to both business continuity and environmental management. Annual Environmental,
Health and Safety audits have been carried out in each plant by third parties.
These audits assess how effectively this risk is managed in relation to the program’s goals and more
specifically:
58
● The level of risk,
● The measures being taken to address these risks and
● The opportunities to reduce these risks.
These audits have also been used as an opportunity to identify additional potential risks. The findings from
the annual audits have been compiled and shared with the Executive Committee for their further assessment
and action planning.
Frigoglass has used a risk assessment process to prioritize the identified risks and opportunities, based on the
following criteria:
● Meeting regulatory obligations
● Meeting customer expectations with respect to energy efficiency and climate change
● Impacts on reputation
● Impacts on business continuity
The identified risks have been categorized in five groups, and more specifically, as risks resulting from:
● Changes in climate-related regulations
● Changes in physical climate parameters
● Changes from other climate-related developments
● Increasing digitization and Internet of Things (IoT)
● Global pandemic – COVID-19
4.1. Risks resulting from changes in climate-related regulations
Description
Increasing reporting obligations imposed by regulators may require changes to how we collect
and report data today.
Potential impact
Increased operational cost
Impact magnitude
Low-medium
Estimated implications
The financial implications of emissions reporting obligations are associated with the cost to
collect, check, collate and accredit emissions data across all of Frigoglass businesses and
report in the required format. This could be quite a complex task give
n that Frigoglass
operates in some jurisdictions that may have very different reporting requirements.
Management method
Frigoglass started collecting emission data in 2010 and continues to annually collect, check,
collate and accredit emissions data to feed into the development and tracking of emissions
reduction targets across the business. In addition, the level of reporting for each operation is
continually being improved to increase the accuracy of the collected data on all three emission
scopes. It is anticipated that collecting emissions data regularly in structured manner will
reduce any risks associated with future emission reporting obligations.
Description
Participation in the EU Emissions Trading System (ETS) and introduction of similar schemes in
the future may have a flow-on impact on the cost of business inputs such as electricity and
fuels.
Potential impact
Increased operational cost
Impact magnitude
59
Low-medium
Estimated implications
Existing and future regulations on GHG emissions and a trading scheme will serve to monetise
the environmental cost of GHG emissions and will increase the cost of traditional fossil fuel-
based energy usage including electricity, stationery and transport fuel as well as refrigerant
gas for both Frigoglass and our suppliers. This could lead to an increase in costs associated
with our raw materials and components as well as direct increases in energy costs for our
production facilities.
Management method
We use three methods to manage emissions and associated costs:
1) Measuring energy consumption and emissions
2) Managing operational costs by analysing collected data, identifying energy efficiency
projects and implementing them across our operations. This has included dematerialising our
supply chain and products (e.g., modular product design, fewer item codes and a higher
degree of standardization, more efficient component selection)
3) Investment in research and development to produce ICMs that use natural refrigerants and
consume minimum possible power
Description
Changes to refrigerant regulation, including phasing out or banning of different refrigerant
gases.
Potential impact
Increased operational cost
Impact magnitude
Low-medium
Estimated implications
Frigoglass is fully equipped in all its plants to produce with HFC-free refrigerants. Should
additional changes to refrigerant types be required, it is estimated that costs of the magnitude
of €3 million will be needed to upgrade production facilities.
Management method
Frigoglass is investing in research and development into alternative refrigerants and in 2022
approx. 70% of our ICM placements worldwide were with Hydrocarbon (HC) refrigerants.
4.2. Risks resulting from changes in physical climate parameters:
Description
Greater variability of temperature including high temperature which may lead to production
downtime.
Potential impact
Reduction/disruption in production capacity
Impact magnitude
High
Estimated implications
Temperature extremes could reduce revenue by disrupting production. Production costs may
increase due to increased electricity load for additional cooling of production sites and
increased energy costs where energy providers need to upgrade their infrastru
cture to
guarantee supply during periods of extreme weather. The financial implications could range
from small increases in operational costs to significant costs related to plant shut down as a
60
result of damage from extreme weather events. The financial costs of production disruptions
from weather-related events is estimated 1.3% of total spending.
Management method
Frigoglass has an Operational Risk Management program, which includes new standards as
well as a regularly updated, structured and detailed reporting system to identify and address
risks associated with climate change. The major risk categories we have identified are site
construction, safety measures, and critical hazards while some of the issues included in these
groups are business continuity, environmental management and health & safety, among
others. The potential impacts from changes in temperature extremes are considered under
the Operational Risk Management program where critical thresholds on business continuity
are reached. Regarding managing certainty of supply, our regular supplier assessment ensures
that we continually identify those suppliers that are able to provide materials to different
manufacturing sites around the world, ensuring a certain degree of resilience in the availability
of the materials and components required for manufacture of products. Diversification of our
suppliers is another means of addressing the risk of climate impacts across our supply chain.
On the market side we manage risk of production capacity disruption through possibility to
supply same and/or similar products from different manufacturing sites.
Description
Increase in average temperature over longer time frames which may lead to increased
operation and production costs associated with cooling in factories. Additional impacts to
personnel may be expected
Potential impact
Increased operational cost
Impact magnitude
Medium
Estimated implications
Change in average temperature will increase the production costs within our factories and
those of our suppliers, due to increased cooling requirements. Should temperatures exceed
tolerable ranges, productions may need to cease, which would reduce raw material supply
and potentially impact on Frigoglass ability to meet customer orders. This would result in a
loss of revenue of max 10%
Management method
Currently factories operate within the acceptable temperature tolerance range. However, the
risk of increased average temperatures is incorporated into our Operational Risk Management
program. Heat risk to personnel is currently considered within the health and safety category
of our Operational Risk Management Program. Should temperatures increase beyond
acceptable tolerance levels, Frigoglass will implement facility upgrades to ensure that
production can continue uninterrupted.
4.3. Risks resulting from changes from other climate-related developments:
Description
Damage to the reputation of Frigoglass as a provider of environmentally friendly technologies
by its customers and investors if the company fails to meet compliance requirements or is
seen to be insufficiently managing all business risks associated with climate change.
Potential impact
Reduced demand for goods/ services
Impact magnitude
High
61
Estimated implications
The loss of Frigoglass reputation as a supplier of environmentally friendly technologies would
have a significant financial impact as we could lose a large proportion of our customer base to
other suppliers.
Management method
We manage reputation risk by maintaining our leadership in technology and innovation
through funding of our research hubs in Europe and Asia to ensure that our technology meets
our customers’ needs for energy efficiency, natural refrigerants and IoT-enabled ICMs. The
latter allows for more efficient control of the ICMs’ operation and servicing.
Description
Expectations of major customers with respect to environmental performance (from a design
and use perspective)
Potential impact
Reduced demand for goods/ services
Impact magnitude
High
Estimated implications
The financial implication of not being able to provide our customers with both supply chain
management information as well as innovative emissions and energy-related solutions pose a
significant financial loss (up to 50% of sales) to Frigoglass if these customers move to other
suppliers who can provide the required information, products and solutions.
Management method
As a technology and innovation leader in our sector, with research and development hubs in
Europe, Asia and Africa, we are best positioned to provide global beverage companies with
the most advanced product range to reduce their carbon footprint and address the rapidly
rising energy costs. The innovations we develop then flow through to our capital investment
strategies in our plants in order to equip manufacturing sites with the capability and capacity
to manufacture newer models to meet the increasing demand, as well as supplier sourcing
strategies to ensure the appropriate components are available in expected quantities and
meet our supplier quality standards. In addition, Frigoglass has been collecting and reporting
on carbon emission data since 2010 and continues to improve and refine its emissions data. It
also reports on a range of sustainability indicators that would be of interest to our customers.
4.4. Risks resulting from increasing digitization and Internet of Things (IoT):
Description
The increasing integration of digital solutions in every aspect of our operations greatly
enhances our connectivity, efficiency and the quality of our services. As digital processes are
now an integral part of our operations, so is the responsibility to protect company, clients and
personal data.
Potential impact
The impact is twofold, mainly on disruption of operations through IT system shutdown
(e.g. Cyber-attack) and/ or data theft.
Impact magnitude
Low to medium
Estimated implications
Implications from risks related to data security and IT can be multifold. There can be damage
of our Brand reputation, our stakeholders’ trust and relationships with our partners.
Disruptions of operational and supply chain processes may be expected as well. This would
62
lead to potential financial losses through revenue loss or other hidden costs and/or legal
consequences in form of monetary fines and regulatory sanctions.
Management method
Data security within the organization follows the ISO 27001 standard for information security
management, which covers key areas of management, technical and physical controls, legal,
compliance and business continuity management. It is safeguarded through respective
processes and controls. A dedicated IT function oversees the integrity of our IT systems and
processes, running regular vulnerability scans for identification of potential areas of weakness
of our IT systems. We have strict access control policies across the organization and the
employee training on proper data use and IT system functionalities is part of the Frigoglass
Academy Agenda of online trainings. Finally, we have contingency planning procedures to
ensure the company’s continuity of operations in cases of IT system outages.
4.5. Global pandemic COVID-19
Globalization has increased the risk of infectious disease spread that may easily reach pandemic levels. Such
phenomena among others may disrupt trade and cause general consumer unrest. This in turn has direct effect
across the complete value chain of our operations.
As a company operating in multiple regions, sourcing from a range of local and global suppliers and selling to
more than 100 countries, we were able to adjust with as high flexibility as possible to the adverse conditions
that COVID-19 global pandemic caused in the period of 2020-‘21.
We used our diversified sourcing locations to dampen the difficulties of raw material availability. Our various
production locations, streamlined product ranges and standardized components allowed us to shift
productions to specific plants as needed so that the operations are disturbed to the minimum possible extent.
Following our H&S policy we increased the measures against further spread of the virus throughout all
operations locations and with all our business partners and subcontractors, while following local governmental
guidelines on work procedures (work from home, business travel ban, remote meetings etc). The IT
infrastructure has been adjusted accordingly to match the new way of work. As an outcome of the various
actions the impact of the pandemic on the operations has been kept to a minimum. In parallel, the pipeline of
new developments has been kept to ensure business continuity in the post-Covid era.
5. Marketplace
5.1. Economic performance and impact
Ensuring economic growth forms an integral part of Frigoglass’ sustainable development. We aim to ensure
that economic value is created on a constant basis and distributed among all stakeholders. At the same time,
we strive to fulfil the company’s social and environmental responsibilities to the greatest possible extent. We
are committed to achieving long-term economic growth, as well as generating and distributing broader
economic value for our stakeholders.
Economic value is distributed through various means:
● Payments to our employees
● Payments to our suppliers and business partners
● Payments to our providers of capital
● Government taxes
● Community investments
In pursuit of value creation, considerable effort has been put forward and several initiatives have been
implemented which are directly related to it.
63
The financial performance of the group is presented in detail in 2022 Financial Statements.
5.2. Fair business practices
Our core values guide our actions, aiming at conducting business in a socially responsible and ethical manner.
Our policies and procedures related to Human Rights, Business Ethics, Anti-Corruption and Bribery are
effectively communicated to all (permanent) employees and business partners (e.g. customers and suppliers)
through business contract terms and in-person regular online training programs. For our internal stakeholders,
we run an e-learning platform, the “Frigoglass Academy”, which offers systematic training and uses
comprehension test to verify understanding of our policies. It also provides reliable statistical data on the
population coverage of the training.
The training focuses on the following policies and takes place regularly with updated content, including policy
revisions and newly introduced policies:
● Code of Business Conduct and Ethics
● Labor policy
● Environmental policy
● Human Rights policy
● Speak-up policy
● Quality policy
● Health & Safety policy
● Data protection policy (GDPR)
● Cyber Security policy
● Anti-bribery policy
5.3. Responsible procurement and supplier assessment
Given the nature of our business model and our commercial relationships, responsible
procurement is a particularly important matter for Frigoglass.
As a global corporation with plants operating in several countries, we always strive to establish honest working
relationships with our suppliers which adhere to the principles of sustainable development. An audit process
is in place for our largest and most important suppliers, as well as for all our new suppliers. Our objective is to
continuously include a wider range of criteria into our supplier assessment processes and audit forms. This
refers not only to operational issues, such as the mitigation of supply chain constraints, but also to
sustainability aspects such as:
● The impact of our suppliers on ethics, labour and human rights
● Health and safety performance amongst our suppliers
● The environmental impact of our suppliers, with regard to both the materials used in manufacturing
and their products
● Specific Request for Quotation (RFQ) forms targeted at examining sustainability aspects of our
suppliers’ operations
Since 2018 Frigoglass has entered a new chapter in Corporate Social Responsibility journey by launching a
sustainable initiative to monitor social and environmental performance.
We work together with our key Strategic & Cost Leverage Suppliers, which represent about 50% of our Annual
Raw Material Spend to help them actively engage in completing and improving their annual reviews within
this program.
64
We focus on introducing more suppliers to platforms that support business transparency in sustainability and
provide an easy way to understand their performance against four key areas: Environment, Labour rights,
Ethics, Sustainable procurement.
5.3.1. The Frigoglass Supplier Code
Our business relationships with suppliers are underpinned by the Supplier Code, which Frigoglass has put
forward. In this code, Frigoglass lays out the standards and principles to which we expect our suppliers to
adhere. Ethics, labour and human rights, health & safety but also the environment are integral parts of our
Supplier Code. Every new party, defined by Frigoglass as Supplier or Business Partner, is required to sign the
Supplier Code thus committing themselves to complying with its defined principles.
Compliance covers all activities throughout all Suppliers’ premises and operations, including their own supply
chain, whilst contracts may also contain specific provisions addressing these issues. By requiring our suppliers
to comply with the requirements as outlined in the Supplier Code, Frigoglass helps “cascade” good practice
throughout its supplier base and minimise its indirect negative impacts. By doing so, it is not only protecting
its own reputation, but also the reputation of its suppliers – some of whom might be vulnerable to consumer
activism. Suppliers are achieving a level of performance that is in line with our customers’ own requirements
(for example, requirements about supplier environmental performance). As part of our risk management
strategy, compliance with the Frigoglass Supplier Code is subject to audit by Frigoglass or an independent third
party. We have also revised our supplier auditing to give more weight to sustainability-related factors. In cases
where Suppliers fail to comply with the requirements addressed in this Code, Frigoglass reserves the right to
renegotiate and/or terminate an agreement.
New supplier audits
2015 - 2022
% of new suppliers assessed on sustainability criteria
100%
Instances of identified actual or potential negative impact on the assessment
criteria
0
We assess a wide range of suppliers representing annual purchases of over 90% of our total group spent. Out
of those over 50% have been audited on-site in the last 3 years. As part of our responsible procurement
strategy, we run training programs on the sustainability criteria we place on our suppliers. As per Group target,
in 2022 all our buyers completed the Sustainable Procurement training. Every new buyer of Frigoglass receives
this obligatory training, as part of the standard employment process. In addition, we regularly conduct risk
analysis on key purchasing categories to ensure security of supply. When we identify suppliers with high
probability of non-compliance with our Supplier Code of Conduct, we manage supply chain risk by proactively
finding potential suppliers with higher probability to comply.
We expect all our suppliers to sign and comply with our Supplier Code of Conduct. By doing
so we impose and ensure minimum standards with respect to issues concerning:
Ethics
Anti-trust
Anti-Bribery
Conflict of interest
Protection of information and intellectual property
Labour
Freedom of association
Work conditions
Wages and benefits
Human rights
Child and forced labour
Diversity and equal opportunity
Harassment and violence
65
6. Environment
At Frigoglass, we are engaged in the preservation and conservation of the global environment and as such, we
remain committed to reducing the environmental impact of our business. We closely monitor the impact of
our products, processes, supply chain and operations on the environment and take concrete measures to
minimize it. We follow environmentally conscious and sustainable business practices, which directly inform
our corporate strategy and drive our approach to innovation. In the previous years, we made considerable
progress towards minimizing the environmental impact of our products, rationalizing our manufacturing
processes and improving the efficiency of our operations.
We also systematically enhance environmental awareness throughout the company providing regular
education of our employees on related subjects through our e-learning platform, the “Frigoglass Academy”.
Our commitment to Net Zero
Τhis year marks a significant milestone in our sustainability journey, since it is the year we set our commitment
to Net Zero. Through this commitment we set an ambitious plan to drastically reduce the carbon emissions
from all stages of our value chain in the near-term, until 2030, and ultimately reach Net Zero in the long-term,
by 2050.
Net Zero commitment
Frigoglass commits to reach net-zero greenhouse emissions across the value chain by 2050.
Near-Term targets
1. Frigoglass commits to reduce absolute scope 1 & 2 GHG emissions 48% by 2030 from a 2019 base
year.
2. Frigoglass also commits to reduce absolute scope 3 GHG emissions 27,5% by 2030 from a 2019 base
year.
Long-Term targets
1. Frigoglass commits to reduce absolute scope 1, 2, GHG emissions 90% by 2050 from a 2019 base year.
2. Frigoglass also commits to reduce absolute scope 3 GHG emissions 90% by 2050 from a 2019 base
year.
To reach its net zero ambition, Frigoglass has developed an emission reduction action plan in line with the
requirements of a 1.5°C science-based target pathway.
6.1. Product environmental stewardship
As a global manufacturer of beverage coolers, we are committed to designing and producing innovative
products, which are energy efficient with minimum environmental impact. ICMs make a significant proportion
of our customers’ carbon footprint. Since 2010 we have reduced our fleet’s carbon footprint by more than
55%. Offering energy efficient solutions remains an integral part of our product strategy and one of our main
competitive advantages.
Health and Safety
Occupational health and safety
Hygiene
Work conditions
Environment
Regulatory compliance
Pollution and waste
Use of recycled materials
66
Glass operations, on the other hand, are characterized by energy intensive production and require large
quantities of raw materials. Therefore, in these operations our primary goal is to recycle and reuse as many
materials as possible. Another important goal for Glass is to continue innovating on lightweight bottle
production, which again leads to use fewer Raw materials and helps us to meet our primary goal.
6.1.1. Improving environmental performance across our ICM range
Continuously improving the environmental performance of our coolers is one of our top priorities, which is
aligned with our customers’ expectations and upcoming global regulations. During the previous years, our
efforts to this front have been intense and have yielded substantial results.
● In close collaboration with our customers and suppliers, we gradually convert our product portfolio
into a fleet of coolers with environmentally friendly refrigerants. The share of our so-called “Eco
range” has grown considerably in the last years, maintaining a level of 80% of our total ICM sales up
to 2020. In 2021 the share dropped to 75% and in 2022 to 69% due to relative increase of sales to
customers in Asia. Certain markets, such as South East Asia and India do not have yet the necessary
infrastructure to support the transition to Hydrocarbon refrigerants, which is the reason that inhibits
us from our 100% target of Eco-coolers sales. In 2023 main customers of these regions have declared
intention to move 100% to HC refrigerant, which will be a major step towards reaching our target.
Evolution of
green ICM
sales in
relation to
total ICM
sales
2018
2019
2020
2021
2022
82%
82%
82%
75%
69%
● In all our plants we have the manufacturing capability to use environmentally friendly refrigerants, so
that we can quickly address potential future changes in refrigerant regulation and efficiently roll out
new products.
6.1.2. Assessing the lifecycle of our ICMs
There are several factors affecting the lifecycle assessment (LCA) for an average cooler, some of which are:
• Considerably reduced cooler energy consumption that leads to higher in-use energy efficiency over
the product’s life time
• Reduced emissions factors of relevant countries of ICM placement, which positively affects in-use
energy efficiency as well
Our last LCA analysis shows that the process with the most important environmental impact remains to be the
product use in the market. In specific, around 70% of the impact comes from product use, 20% from raw
materials and their sourcing, while the remaining 10% includes manufacturing, recycling and outbound
transportation. The results indicate that all our actions in product development are focused on the right
processes and areas that mostly affect the total CO2 footprint of the product.
6.1.3. Production of optimised bottles in our glass operations
In 2022 we successfully introduced an LNG system as a backup energy source in case of natural gas outages,
effectively reducing our dependence on diesel as the only backup in such instances. The availability of natural
gas deteriorated dramatically over the course of the year, with more than 265 days with either low pressure
or complete gas outage. The LNG installation provided some relief from the full impact of using diesel only
during the gas outages, but due to the sheer number of days without gas we also consumed more diesel to
ensure the security of our energy supply. The significant increase in sales was coupled with customers
extending the lifetime of their existing glass floats which led to less cullet being available in the local market.
Cullet availability is limited in Nigeria as our production of coloured glass is predominantly for returnable glass
67
bottles as the bottles are designed to withstand multiple trips in large glass bottles floats, being refilled more
than 25 times before being recycled as cullet and reused as part of our raw materials to make new bottles and
jars. In order to try to maintain our targeted cullet usage levels we had to import cullet from neighbouring
countries in West Africa at considerably higher cost and longer freight routes. Despite the ongoing challenges
with consistency in the availability of cullet we used 57% cullet for the production of green bottles, 46% cullet
usage for amber glass and 30% for flint bottles and jars. Our overall cullet usage was 44% and we remain
committed to our goal of achieving a minimum of 50% average recycled content across all three glass colours
by 2025.
6.2. Energy efficiency of operations
Over the last years we have realized several investments, aiming to protect the environment and enhance the
energy efficiency of our plants. Our investments covered a wide spectrum of processes, ranging from simple
process optimizations to sophisticated equipment upgrades in our production facilities. Below we highlight
some of these investments in our plants:
- Replacement of plant illumination with high efficiency LED lighting and motion sensors for automated
operation. Installation of skylight sheets on roof top to replace illumination through day light
- Disconnection of devices from power, when production stops, to avoid quiescent consumption
- Installation of lower energy consumption machines in high consuming areas of the manufacturing
process e.g. metal processing
- Advancement of leakage detection systems e.g. in water, air, refrigerants
- Automation of heating and ventilation systems in the shop floor as well as separation of heating
routing to dedicated operations for more efficient consumption control
- Additional building insulation to reduce heat losses
- Automation of the air compressors operation for more efficient consumption control
- Solar panel installation to support powering IT servers and other lower energy consuming operations
- Installation of LNG tanks in our Nigeria Glass operations to further decouple our dependency from the
local power grid fluctuations and reduce consumption of high CO2 emitting fuels (e.g. Diesel, petrol)
Also on the product side, we have made extended efforts to optimize the design, standardize the parts, and
reduce the weight of materials and packaging e.g. pallets. Those actions led mainly to reduction of material
use, better warehouse arrangements and space usage optimization as well as logistics that are more efficient.
In addition, as part of our environmental management system, all our operation facilities are certified as per
ISO14001, apart from one that is undergoing relevant preparation to be certified as well.
6.2.1. Environmental protection expenditures
In our efforts to continuously enhance the sustainable character of our operations, every year we are
allocating approximately 1% of our ICM sales revenue to projects related to improving energy efficiency in
operations and reducing our environmental impact. As a result, we have never received grievances about the
environmental impact of our operations as long as we monitor them.
6.3. Resource management and efficiency
At Frigoglass, we recognized early that our ICM operations are material-intensive. Since 2010, we have been
monitoring and reporting on our material use, with the objective to keep rates of material consumption over
produced volume at low levels, despite varying product mix. Furthermore, our Procurement cooperates with
strategic suppliers to ensure that stock of raw materials is maintained at warehouses close to the plants. This
helps avoid sub-optimal freights (e.g. by air) while still enables us to satisfy our customers’ needs for shorter
delivery times. The following table shows the material quantities used in the last 4 years:
Tons of materials used in Cool operations
Metals
Glass
68
Tons of
materia
ls
2019 2020 2021 2022 2019 2020 2021 2022
Europe
16.522
8.117
8.500
7.638
7.650
3.976
3.200
2.553
Asia
6.900
5.022
7.111
7.920
1.321
761
1.315
1.656
Africa
1.789
1.705
1.753
2.494
1.196
2.212
1.269
1.761
Total
25.211
14.843
17.364
18.052
10.167
6.950
5.784
5.969
Tons of
materia
ls
Plastics
Refrigerants
2019 2020 2021 2022 2019 2020 2021 2022
Europe
2.436
1.855
1.300
1.037
35
21
15
11
Asia
877
729
952
999
17
14
23
30
Africa
183
174
178
249
4
6
2
2,6
Total
3.496
2.758
2.430
2.285
56
41
40
44
Tons of
materia
ls
Insulation
Paint
2019 2020 2021 2022 2019 2020 2021 2022
Europe
2.287
1.202
1.126
963
101
27
27
22
Asia
1.071
613
814
858
18
12
15
12
Africa
373
410
226
293
4
5
2
1,79
Total
3.731
2.225
2.166
2.114
123
44
44
36
Material consumption intensity in Cool operations
2018
2019
2020
2021
2022
Tons of total material
consumption
36.110 42.784 26.860 27.829 28.499
kg of materials / ICM standard
unit sales
54,4 53,7 55,7 69,3 74,5
The exceptional events of recent years (COVID-19, supply chain disruptions) along with events specific to
Frigoglass (fire in our key production plant in Romania) have not allowed us to maintain the material efficiency
of previous years. However, once Romania plant is re-built we except to return to 2019 levels of material
intensity.
In Glass operations, materials consumption is mainly based on recycled cullet and therefore this part of our
business is by definition very material efficient.
Tons of materials used in Glass operations
Tons of
materials
Silica sand
Cullet
2019
2020
2021
2022
2019
2020
2021
2022
Africa
91.213
71.772
93.528
94.245
86.684
64.905
91.907
115.101
Total
91.213
71.772
93.528
94.245
86.684
64.905
91.907
115.101
Soda ash
Limestone powder
2019
2020
2021
2022
2019
2020
2021
2022
69
Africa
23.949
19.088
24.823
35.655
22.322
17.844
23.171
25.633
Total
23.949
19.088
24.823
35.655
22.322
17.844
23.171
25.633
Tons of
materials
Other
2019
2020
2021
2022
Africa
5.995
4.353
6.582
8.391
Total
5.995
4.353
6.582
8.391
Material consumption intensity in Glass operations
2018
2019
2020
2021
2022
Tons of total material
consumption
223.788
230.163
177.962
240.011
279.025
kg of materials / Tons of
production
1,30
1,26
1,30
1,27
1,38
% of recycled input materials
(cullets)
37%
38%
36%
38%
41%
In our Glass operations material intensity slightly increased because we tried to increase the proportion of
returnable bottles, which are heavier than non-returnable or one-way containers, but have considerable
benefits for the environment. Considering the fact that we have kept also a high share of recycled cullet in the
material consumption, the overall effect is becoming more environmental-friendly year after year.
6.4. Water consumption management
Water is a key input of our manufacturing process, especially in Glass operations, and we recognize its scarcity.
We are committed to making every effort to avert water losses in the production processes through water
recycling and reuse, both in our Cool and Glass operations.
In our ICM operations, used water is being properly treated according to the required specifications for
discharge back into the sewage system.
In our Glass operations, we have set procedures for leakage avoidance and maximum recycling. Especially in
our Effluent Treatment plant in Nigeria, where we utilize the latest advances in water treatment technologies,
we have achieved over 95% water recycling and reuse in our operations. The remaining 5% mostly evaporates
during the process, while a negligible part is being treated and discharged in the sewage system.
6.5. Waste management and control
In our ICM operations, hazardous and non-hazardous waste is generated from the manufacturing process of
coolers.
Reducing waste from production, without undermining the effectiveness of the process, is a key priority for
Frigoglass.
In 2022, waste generation was reduced further while recycling rates remained again at very high levels, over
our base target of 90%.
Tons of general waste generated in Cool operations
2017
2018
2019
2020
2021
2022
General waste
4.721
5.327
6.233
4.176
3.716
3.549
70
Recycled general
waste
4.043 4.681 5.746 4.065 3.593 3.429
% Recycled waste
85,6%
87,9%
92,2%
97,3%
96,7%
96,6%
At Frigoglass, we respect local legislation and comply with internal policies governing the handling of
hazardous waste. No hazardous waste is shipped internationally, whilst all is collected from the plants by
authorized agencies using their own transportation methods for further disposal and/or recycling.
Tons of hazardous waste generated in Cool operations
2017
2018
2019
2020
2021
2022
Hazardous waste
34,8
34,8*
33,6*
25,5
21,2
19,8
% change
- 19%
- 0,2%
- 3,4%
- 24,1%
-16,8%
-6,7%
* Accounting only for hazardous waste associated with production activities.
In 2022, we continued to reduce the generation of hazardous waste associated with our production activities
even further reducing it by 6,7% in relation to 2021.
In our Glass operations, both general and hazardous waste are of negligible quantities. General waste is fully
recyclable, while hazardous waste comes mainly in form of machinery oil and water contaminated with oil and
is all properly discharged by authorized companies.
7. Workplace
At Frigoglass, our people are our greatest asset. We believe that our long-term success depends on our ability
to attract, develop and maintain an engaged workforce. We implement a long-term strategy that focuses on
finding and retaining talent, promoting their development whilst supporting and safeguarding their rights. We
always strive to attract highly qualified personnel, respect their aspirations and ensure their continued
professional growth. We also pay special attention to providing a healthy, safe and supportive working
environment. We always operate with the highest ethical standards and promote diversity in the workplace.
The following table refers to Frigoglass permanent employees in operational sites and Head Offices for 2021
and 2022 (not including seasonal staff):
Permanent employees
Managerial
Non-Managerial
2021 2022 2021 2022 2021 2022
Head offices
111
105
53
51
58
54
Nigeria
839
858
81
86
758
772
India
238
245
15
16
223
229
Indonesia
169
164
10
8
159
156
Romania
601
588
19
16
582
572
Russia
825
745
18
18
807
727
South Africa
231
226
12
14
219
212
Total
3.014
2.931
208
209
2.806
2.722
We are always looking for ways to attract qualified personnel, to respect their aspirations and we remain
committed to their continued professional growth. The data below reports on the diversity of our people in
operational sites and Head Offices for 2022:
2022
Male
Female
<30
31-40
41-50
>51
Head offices
71
34
6
22
46
31
71
Nigeria
830
28
99
226
253
280
India
243
2
22
122
88
13
Indonesia
141
23
4
76
77
7
Romania
390
198
88
159
167
174
Russia
619
126
93
297
240
115
South Africa
179
47
40
101
63
22
Total
2.473
458
352
1.003
934
642
84%
16%
12%
34%
32%
22%
Our main areas of focus include maintaining employee satisfaction by creating an inclusive, diverse and safe
working environment, promoting their training and development, and encouraging proactiveness in the
workplace. We strive to provide an engaging and motivating environment that empowers our people to give
their best and develop their full potential.
7.1. Labour practices and human rights
Respect for human rights is a fundamental value of Frigoglass. Some countries, where Frigoglass operates, are
identified as presenting higher risk of labour and human rights violations. In these locations, we regularly
evaluate our standards and procedures for identifying, preventing and mitigating adverse labour practices and
adverse human rights impacts in our operations and value chain.
Our Labour Relations policy ensures compliance with the national legislation, and internationally agreed
human rights standards and regulations such as the Universal Declaration of Human Rights (UNDHR).
Our Human Rights Policy, which is guided by the International Bill of Human Rights and the ILO Declaration on
Fundamental Principles and Rights at Work, sets out the principles for how we relate to our employees,
contractors, suppliers and partners. We are committed to respecting all internationally recognized human
rights. Forced or slave labour and child labour are strictly forbidden, while we prohibit the employment of
persons under 18 years of age in occupations that require exposure to hazardous conditions, as provided for
in ILO Convention 182. Our employees have the right to join and support a union and be covered by a collective
agreement. In the majority of our plants there are unions or authorized employee representatives. We
encourage constructive dialogue with our employees’ freely chosen representatives and we are committed to
bargaining in good faith.
Our Speak up policy, which is intended to allow employees and business partners raise any concerns and
indicate any violation of the company policies and procedures, provides a free communication channel around
the clock, every day of the year.
At Frigoglass, we aim to provide competitive compensation to our employees, based on a structured
remuneration process. We offer wages, which are well above the local law, always complying with all national
laws on overtimes and working hours. In the case of significant operational changes, our employment
contracts contain at least one week’s notice to employees, unless otherwise required by local laws.
7.2. Diversity and equal opportunity
We aim to foster an inclusive environment where our people can meet and exceed their expectations,
regardless of race, gender, or socioeconomic background, and conversely benefit from diversity to deliver the
highest value to our stakeholders.
Diversity and inclusion are a vital part of our corporate culture. During the recruitment process, we undertake
a number of steps to ensure workforce diversity without any form of discrimination based on gender identity,
ethnicity, national origin, age, disability, marital status or any other characteristics protected by law. We do
not tolerate any form of harassment, abuse or exploitation.
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Our Code of Business Conduct upholds our commitment to providing equal employment opportunities in the
workplace and treating all employees without bias. Our Code of Conduct is read and signed by all employees
during the hiring process. Besides that, it is an integral part of the training program of our new e-learning tool.
We provide non-discriminatory, fair employee compensation, and firmly believe that talent diversity has a
direct impact on our success. We embrace diversity and celebrate our people’s unique qualities, differences
and similarities, so much that our success is attributed to it. Diversity is part of our culture that drives creativity
and leads to innovative solutions for our customers. We are proud that there have been no recorded incidents
of discrimination during the reporting period. Our internal audits and whistleblowing procedures are aiming
at maintaining zero incident levels.
Frigoglass is committed to promoting gender diversity and equality in the workplace. We strive to provide
equal job and advancement opportunities for men and women in our operations. Our goal is to become more
gender balanced and gradually increase the representation of women in leadership positions.
The table below demonstrates our progress in relation to gender diversity in leadership positions throughout
the past years (operational sites and Head Offices).
Governance
bodies
composition
2020
2021
2022
Male Female Male Female
Male
Female
Head offices
6
0
6
0
4
0
Nigeria
67
9
73
8
78
8
India
14
0
15
0
16
0
Indonesia
6
4
7
3
6
2
Romania
14
4
16
3
14
2
Russia
12
4
14
4
14
4
South Africa
8
2
8
4
11
3
Total
127
23
139
22
143
19
84,7%
15,3%
86,3%
13,7%
88%
12%
7.3. Occupational health and safety
Occupational health and safety have always been a top priority for Frigoglass. Our manufacturing operations
are part of the heavy industry and consequently the work environment and several production processes in
our facilities hold potential risks. At Frigoglass, we aim to maintain high level of safety across the business
whilst consistently improving our safety culture.
It is of outmost importance to ensure that all employees are aware of the hazards and potential risks, and
always comply with safety standards and regulations. In this respect, at Frigoglass we:
● Provide compulsory training on health and safety (H&S) issues to employees as well as to external
partners working at our facilities;
● Offer healthcare programs to all our employees;
● Provide personal protective equipment and follow procedures of handling chemicals and hazardous
materials in all our plants, which are regularly inspected and updated;
● Cooperate closely with clinics and/ or hospitals located in the vicinity of our plants;
● Conduct regular risk analysis on H&S issues and implement appropriate measures for controlling risks.
We are committed to keeping workplace accidents at zero levels by applying and implementing various
structural and technical measures, as well as conducting risk assessments on our facilities and equipment.
73
More specifically, risk assessments are conducted on a periodic basis in order to promptly identify and mitigate
potential hazards. They include the following steps:
● Identify and record potential hazards
● Identify the groups of employees exposed to those hazards
● Evaluate the severity of hazards
● Identify measures to mitigate risk
● Implement corresponding measures
● Re-evaluate and revise previously conducted risk assessments
In 2022 over 85% of our operational sites were certified per OHSAS 18001/ISO45001. In line with our
commitment to workplace health and safety, we target to obtain Occupational health & safety certification
for Indonesia operations soon too. In all our plants, we also implement a concrete and comprehensive safety
management system, which is subject to strict approval processes. As part of this system, we closely monitor
the accident frequency rates in all our plants and we are constantly working towards minimising them.
The above efforts have brought significant improvements in our health and safety performance, demonstrated
through decreasing trends in injury rates throughout the past years. Specifically in 2022, injury frequency rate
per 1000 hours of work was 0,39% and severity rate 0,13% demonstrating an improvement in relation to 2021.
7.4. Employee training and career development
At Frigoglass we recognize the importance of employee training and development. We continuously try to
provide our people with opportunities to grow professionally and resources to advance their career. The
company ensures that all employees are equipped with the right mix of knowledge, skills and abilities to fulfil
their job requirements.
Frigoglass systematically invests in employee training, providing a wide range of training opportunities. We
view employee training and development as an essential element of our success, as it effectively aligns action
with objectives. The company puts emphasis on the development of technical skills and is committed to
supporting employee professional advancement. We also provide training on ethical issues, such as anti-
corruption, anti-competitive behaviour and human rights, which aim at further promoting an equal and fair
working environment. The average hours of recorded training per employee in 2022 amounted to around
3hrs.
2022 was the fifth year of operation of the “Frigoglass Academy”, the online platform that provides a wide
range of training courses to our people. The program addresses all our permanent employees with computer
access and part of those currently lacking access. The program offers extensive training on our Code of
Business Conduct, Values and core operating policies i.e. Human Rights, Labor, Environment, Speak-up and
Health & Safety.
Performance reviews are also a key component of employee development. At Frigoglass, reviews take place
twice a year and give our people the opportunity to provide and receive feedback through individual guidance.
100% of our supervisory and managerial level employees receive annual performance reviews based on pre-
determined and agreed-upon performance criteria. Career development needs and actions are often tackled
through informal meetings and mentoring, while we always listen closely to our workforce’s views on how
their career goals can be met. The new hires and employee turnover in operational sites and Head Offices for
2022 are presented in the tables below:
2022
Total new hires
% workforce
Head offices
10
9,3%
Nigeria
106
6,5%
74
India
29
4,5%
Indonesia
1
0,6%
Romania
210
35,6%
Russia
194
23,5%
South Africa
48
18,7%
Total
598
14,1%
2022
Voluntary turnover
Total turnover,
including dismissals
Head offices
12
17
Nigeria
36
79
India
20
22
Indonesia
6
6
Romania
155
209
Russia
331
703
South Africa
7
21
Total
567
1.057
11) Consolidated disclosures pursuant to Art. 8 Taxonomy Regulation
1) Article 8 Taxonomy Regulation
The Taxonomy Regulation is a key component of the European Commission's action plan to redirect capital
flows towards a more sustainable economy. It represents an important step towards achieving carbon
neutrality by 2050 in line with EU climate goals as the Taxonomy is a classification system for environmentally
sustainable economic activities.
In the following section, we, as a non-financial parent undertaking, present the share of our group turnover,
capital expenditure (Capex) and operating expenditure (Opex) for the reporting period 2022, which are
associated with Taxonomy-aligned economic activities related to the first two environmental objectives
(climate change mitigation and climate change adaptation) in accordance with Art. 8 Taxonomy Regulation.
2) Our activities
Overview
For details and templates see chapter “Our KPIs and accounting policies”.
75
Table 1 - Proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in total turnover,
Capex and Opex in FY 2022
Total
Proportion of
Taxonomy-eligible
(non-aligned)
economic activities
(in %)
Proportion of
Taxonomy-aligned
economic activities
(in %)
Proportion of
Taxonomy- non-
eligible economic
activities (in %)
FY 2022
(mEU
R)
Turnover
473
65%
0%
35%
Capital
expenditure
(Capex)
50 63% 1% 36%
Operating
expenditure
(Opex)
9 45% 8% 47%
Definitions
Taxonomy-eligible economic activity means an economic activity that is described in the delegated acts
supplementing the Taxonomy Regulation (i.e., the Climate Delegated Act as of now) irrespective of whether
that economic activity meets any or all the technical screening criteria laid down in those delegated acts.
An economic activity is taxonomy-aligned when it complies with the technical screening criteria as defined in
the Climate Delegated Act and it is carried out in compliance with the minimum safeguards regarding human
and consumer rights, anti-corruption and bribery, fair competition, and taxation. To meet the technical
screening criteria an economic activity contributes substantially to one or more environmental objectives
while not doing significant harm to any of the other environmental objectives.
Taxonomy-non-eligible economic activity means any economic activity that is not described in the delegated
acts supplementing the Taxonomy Regulation.
Taxonomy-eligible and -aligned economic activities
We have examined all economic activities carried out by the group to see which of these are eligible and
aligned in accordance with Annex I and II to the Climate Delegated Act. Information on the extent to which
the economic activities (as defined in Annex I to the Climate Delegated Act) are also aligned is provided in the
KPI templates below (see chapter “Our KPIs and accounting policies”). The templates also provide a clear
indication of which environmental objective is pursued by the respective activity. Our activities primarily
contribute to climate change mitigation. With these activities, we generate revenue, and we generally incur
both Capex and Opex for these activities, too. We describe the economic activities related to individually
eligible and aligned Capex and Opex in the dedicated sections for the Capex and Opex KPI to explain our further
investment activities not directly related to our turnover generating activities (see chapter “Our KPIs and
accounting policies”).
Table 2 – Taxonomy-eligible economic activities
Economic activity
Description
NACE Code
3.5 Manufacture of energy efficiency
equipment for buildings
Manufacture of non- domestic cooling and
ventilation equipment
C28.2.5
7.3. Installation, maintenance and repair of
energy efficiency equipment
Repair of machinery
C33.1.2
76
Taxonomy-eligibility
We consider all activities complying with the required types as eligible under 3.5 and 7.3.
More specifically, the description of activity 3.5 in Annex I to the Climate Delegated Act includes activities
associated with several NACE codes related to the manufacturing of cooling equipment. In addition, the
activity (i) described in the technical screening criteria of “Substantial Contribution to Climate Change
Mitigation” fits the activities of Frigoglass. Thus, we defined our “Manufacture of non-domestic cooling and
ventilation equipment” activity as Taxonomy- eligible.
The description of activity 7.3 in Annex I to the Climate Delegated Act includes activities associated with several
NACE codes related to the installation, maintenance or repair of energy efficiency equipment. Thus, we
defined our “repair of machinery” activity as Taxonomy-eligible.
Both activities qualify as contributing substantially to climate change mitigation by improving energy
efficiency.
Taxonomy-alignment
Our manufacturing (3.5) and maintenance (7.3) activities are not Taxonomy-aligned. Details on our alignment
assessment are presented below.
Assessment of Taxonomy-alignment
Substantial contribution
To determine if an economic activity is taxonomy-aligned, it must first comply with the first requirement as
described in the Taxonomy Regulation. It must contribute substantially to one or more of the environmental
objectives. Turnover-generating activities (3.5 and 7.3) aim at a substantial contribution to climate change
mitigation. To contribute to an environmental objective, an activity must meet specific technical screening
criteria stated for that activity within the relevant Appendix to the delegated act. We comment on these
criteria and how they have been assessed below.
Our manufacturing activity (3.5) cannot substantially contribute to climate change mitigation, as the produced
cooling equipment, for household and for professional use, is not able to meet the substantial contribution
criteria for climate change mitigation. According to the technical screening criteria, the coolers for both
household and professional use, should fall within the highest two populated classes, that is the classes A and
B of energy efficiency according to the reference database named EPREL (European Product Database for
Energy Labelling)
1
, in accordance with Regulation (EU) 2017/1369. However, for the financial year 2022 all the
produced coolers did not fall under A or B rating.
Activity 7.3 includes maintenance and repair of our produced cooling equipment. However, we cannot
proceed with the assessment of substantial contribution since the relevant technical screening criteria refer
only to individual renovation measures for building equipment. Consequently, we are not able to meet the
substantial contribution criteria for climate change mitigation.
For this reason, we have not conducted a detailed analysis of the DNSH criteria for the above-mentioned
activities.
The assessment of Capex/Opex associated with these activities (category a) Capex/Opex) follows the
conclusions made for the purpose of assessing our turnover. For investments that also meet specific individual
criteria under other activities (category c) Capex/Opex) we analyze the investments against these specific
1
See: https://eprel.ec.europa.eu/screen/home
77
criteria. To learn more about how we determined the KPIs please refer to the chapter “Our KPIs and accounting
policies” below.
Minimum Safeguards
To reach Taxonomy-Alignment, an economic activity needs to comply with the minimum safeguards (MS) laid
down in Art. 18 of the EU Taxonomy Regulation. The MS cover the four topics human rights (including labor
and consumer rights), corruption and bribery, taxation, and fair competition. Since there is not yet a clear
guidance on how to comply with the MS, we based our assessment on the “Final Report on Minimum
Safeguards” published by the Platform on Sustainable Finance (PSF) in October 2022.
In Frigoglass, we take our responsibility as a global actor in the manufacturing sector seriously, by following
the ethical business conduct principles for our daily business activities that are manifested in our Code of
Conduct. We are committed to respecting all internationally recognized human rights as defined in the
Universal Declaration of Human Rights (UNDHR). With regard to our supply chains and business relationships,
we expect the same ethical business conduct as for our own business entities. Therefore, the MS requirements
are an integral part of our business contracts and our Supplier’s Code. Moreover, our supplier selection and
evaluation processes include human rights, anti-corruption and anti-bribery due diligence.
Our efforts to identify, prevent and, if necessary, mitigate and remediate any negative impacts on human
rights are based on a robust approach. The combat of corruption and bribery is an integral part of our Code of
Conduct. In line with our ethical business values, tax governance and tax compliance are important elements
of our oversight, and we are committed to comply with all relevant tax laws and regulations. Additionally, we
are committed to the principle of free competition on fair terms. With our Group's guideline for fair
competition and ethical business conduct, we pursue the goal of achieving and maintaining lively competition
in a free market environment by establishing a corresponding corporate culture. Regular training on all MS
topics is mandatory for all employees.
In the financial year 2022, Frigoglass has not been finally convicted in court of violating labor law or human
rights, of violating competition laws or for any major violation of tax laws. No relevant court cases in relation
to corruption and bribery have been identified. In addition, Frigoglass has not been involved in a case dealt
with by an OECD National Contact Point and was not questioned by the Business and Human Rights Resource
Center (BHRRC).
3) Our KPIs and accounting policies
The key performance indicators (“KPIs”) include the turnover KPI, the Capex KPI and the Opex KPI. For
presenting the Taxonomy KPIs, we use the templates provided in Annex II to the Disclosures Delegated Act.
As the KPIs need to include an assessment of Taxonomy-alignment for the first time for the reporting period
2022 we do not present comparative figures on alignment.
As we are not performing any of the activities related to natural gas and nuclear energy (activities 4.26-4.31)
we are not using the dedicated templates introduced by the Complementary Delegated Act as regards
activities in certain energy sectors.
78
Table 3 Turnover KPI for FY 2022
79
Table 4 Capex KPI for FY 2022
80
Table 5 Opex KPI for FY 2022
81
Definition and further explanation
Turnover KPI
Definition
The proportion of Taxonomy-aligned economic activities in our total turnover has been calculated as the part of
net turnover derived from products and services associated with Taxonomy-aligned economic activities
(numerator) divided by the net turnover (denominator), in each case for the financial year from 1.1.2022 to
31.12.2022.
The denominator of the turnover KPI is based on our consolidated net turnover in accordance with IAS 1.82(a).
For further details on our accounting policies regarding our consolidated net turnover, cf. chapter 2.18 Revenue
recognition of our Annual Financial Report 2022.
The numerator of the turnover KPI is defined as the net turnover derived from products and services associated
with Taxonomy-aligned economic activities, which in our case is zero.
Reconciliation
Our consolidated net turnover can be reconciled to our consolidated financial statements, cf. Statement of
Comprehensive Income of our Annual Financial Report 2022 (“Revenue from contracts with customers”).
Capex KPI
Definition
The Capex KPI is defined as Taxonomy-aligned Capex (numerator) divided by our total Capex (denominator).
Total Capex consists of additions to tangible and intangible fixed assets during the financial year, before
depreciation, amortization, and any re-measurements, including those resulting from revaluations and
impairments, as well as excluding changes in fair value. It includes acquisitions of tangible fixed assets (IAS 16) and
intangible fixed assets (IAS 38). Additions resulting from business combinations are also included. Goodwill is not
included in Capex, as it is not defined as an intangible asset in accordance with IAS 38. For further details on our
accounting policies regarding our Capex, cf. chapters 2.5 Property plant and equipment and 2.6 Intangible assets
of our Annual Financial Report 2022.
The numerator consists of the following categories of Taxonomy-eligible Capex:
a. Capex related to assets or processes that are associated with Taxonomy-aligned economic activities
(“category a”):
We consider that assets and processes are associated with Taxonomy-aligned economic activities when
they are essential components necessary to execute an economic activity. Consequently, all Capex
invested for the production and the repair of professional cooling equipment is zero.
Capex related to corporate assets such as our headquarter building and Capex related to our Taxonomy-
non-eligible activities have not been included in this category, but they are analyzed separately against
the respective criteria (regularly under category c).
b. Capex that are part of a plan to upgrade a Taxonomy-eligible economic activity to become Taxonomy-
aligned or to expand a Taxonomy-aligned economic activity (“category b”):
82
We have a specific upgrade plan for the activity 3.5 since it is considered Taxonomy-eligible but not yet
aligned. Based on this plan, the manufacturing activity will be updated to produce professional cooling
equipment that will meet the relevant technical screening criteria (cf. chapter “Contextual Information”
below for details on this plan).
c. Capex related to the purchase of output from Taxonomy-aligned economic activities and individual
measures enabling certain target activities to become low-carbon or to lead to greenhouse gas reductions
(“category c”).
Reconciliation
Our total Capex can be reconciled to our consolidated financial statements, cf. Note 6 - Property, Plant &
Equipment and Note 8 - Intangible assets of our Annual Financial Report 2022 (“table on changes in Property,
Plant & Equipment, in Intangible assets”). They are the total of the movement types (acquisition and production
costs)
● additions and
● additions from business combinations
for intangible assets, right-of-use assets and property, plant and equipment.
Further explanations
Individually Taxonomy-aligned Capex
The numerator of the Capex KPI also includes those Capex that are related to the purchase of output from
Taxonomy-aligned economic activities and certain individual measures enabling the target activities to become
low-carbon or to lead to greenhouse gas reductions. These individual measures correspond to economic activities
listed in the Climate Delegated Act and must be implemented and operational within 18 months.
We have identified the following purchased outputs that correspond to eligible economic activities and, thus,
result in Taxonomy-eligible Capex and Opex:
Table 6 - Individually Taxonomy-eligible Capex/Opex and the corresponding economic activities
Description of the Taxonomy-eligible purchased output or
individual measure
Corresponding economic
activity
(Annex I to Climate Delegated
Act)
Additions of electric forklifts and electric lifting devices
3.3. Manufacture of low carbon
technologies for transport
Purchases of output qualify as Taxonomy-aligned CapEx in cases where it can be verified that the respective
supplier performed a Taxonomy-aligned activity to produce the output we acquired. Since Taxonomy-alignment
also includes DNSH criteria and minimum safeguards, we are not able to assess the Taxonomy-alignment on our
own. For the purchased output in 2022, we were not able to obtain any conclusive confirmation of Taxonomy-
alignment from our suppliers regarding the purchased output from activity 3.3. After contacting our most
significant suppliers such verification might be possible in the coming years, at least for suppliers who are also
subject to Taxonomy reporting obligations.
Opex KPI
Definition
The Opex KPI is defined as Taxonomy-aligned Opex (numerator) divided by our total Opex (denominator).
83
Total Opex consists of direct non-capitalized costs that relate to research and development, building renovation
measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day
servicing of assets of property, plant and equipment. This includes:
● Research and development expenditure recognized as an expense during the reporting period in our
Statement of Comprehensive Income of our Annual Financial Report 2022. In line with our consolidated
financial statements (IAS 38.126), this includes all non-capitalized expenditure that is directly attributable to
research or development activities.
● The volume of non-capitalized leases was determined in accordance with IFRS 16 and includes expenses for
short-term leases and low-value leases (cf. Note 29 - Expenses by nature of our Annual Financial Report for
the Year 2022). Even though low-value leases are not explicitly mentioned in the Disclosures Delegated Act,
we have interpreted the legislation as to include these leases.
● Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of
property, plant and equipment were determined based on the maintenance and repair costs. The related cost
items can be found in various line items in our Statement of Comprehensive Income, including production
costs (maintenance in operations), sales and distribution costs (maintenance logistics) and administration
costs (such as maintenance of IT-systems).
In general, this includes staff costs, costs for services and material costs for daily servicing as well as for regular
and unplanned maintenance and repair measures. These costs are directly allocated to our PP&E.
This does not include expenditures relating to the day-to-day operation of PP&E such as: raw materials, cost of
employees operating the machine, electricity or fluids that are necessary to operate PP&E. Amortization and
depreciation are also not included in the Opex KPI.
We exclude direct costs for training and other human resources adaptation needs from the denominator and the
numerator. This is because Annex I to Disclosures Delegated Act lists these costs only for the numerator which
does not allow a mathematically meaningful calculation of the Opex KPI.
With regard to the numerator, we refer to the corresponding statements on the Capex KPI.
Contextual Information
CapEx KPI
Upgrade plan
The EU legislation requirements regarding the GHG emissions reduction are increasing and for Frigoglass,
sustainability is a key component of our overall strategy and is placed at the core of our organization. For this
reason, we plan to upgrade our production of cooling systems (activity 3.5) that is currently Taxonomy-eligible to
become Taxonomy-aligned in the next few years. This facility, which during the financial year 2022 produced
coolers of a lower efficiency class, has been reorganized to produce B class coolers. More specifically, our Capex
plan was approved by the BoD during the last quarter of 2021 and includes the following milestones that we
consider significant for the implementation of our upgrade project:
Table 7 – Capex plan for upgrading activity 3.5
Type of coolers
Start of
production
Start of revenue
generation
Total Budgeted
Capex
(KEUR)
Capex in
2022
(KEUR)
Opex in
2022
(KEUR)
84
ICOOL
FY2023
FY2023
553
364
371
MAX
FY2024
FY2024
559
364
371
TOTAL
1.112
727
741
With the implementation of our CAPEX plan we are ensuring compliance of the economic activity with the relevant
technical screening criteria, since our production will include coolers rated in the highest two populated classes
of energy efficiency in accordance with Regulation (EU) 2017/1369 and delegated acts adopted under that
Regulation. Consequently, in the following years starting from the financial year 2023 our activity will be partially
Taxonomy - aligned. The main measures include the purchase and technical installation of machinery, research
and development and certification programs.
OpEx KPI
Upgrade plan
The upgrade plan for activity 3.5 also includes Opex. In total we expect that 80% of our total Opex, predominantly
for R&D costs, will concern the new production line of B class coolers. In FY 2022, OpEx of 0,6m EUR for non-
capitalised R&D costs has been incurred that is reported as partially aligned.
Yours Faithfully,
The Board of Directors
85
ACTIVITY REPORT OF THE AUDIT COMMITTEE
FOR THE FISCAL YEAR 2022
86
ACTIVITY REPORT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR 2022
The Audit Committee (hereinafter the "Committee") of the company under the name "FRIGOGLASS SOCIETE
ANONYME OF INDUSTRIAL COOLERS" (hereinafter the "Company") prepared, in accordance with the
provisions of article 44 of Law 4449/2017, as amended by Law 4706/2020, and the relevant guidelines of the
Hellenic Capital Market Commission, this report on issues related to its operation for the closed fiscal year
2022 (01.01.2022 - 31.12.2022).
By virtue of the Extraordinary General Meeting of the Company’s shareholders dated 14.12.2020, the
Committee was elected and appointed as independent, consisting of a total of three (3) members and
specifically of two (2) independent members of the Board of Directors and by one (1) third party (non-member
of the Board of Directors). The composition of the Committee, which was formed into a body by virtue of its
decision dated 22.12.2020, is the following:
Chairman: George Samothrakis –third party (non-member of the Board of Directors) and independent
Member: Zulikat Wuraola Abiola – independent non-executive member of the Board of Directors
Member: Stephen Bentley – independent non-executive member
of the Board of Directors
All the members of the Committee are independent and meet all the independence criteria and qualifications
of par. 1 and 2 of article 9 of Law 4706/2020, as in force.
In particular and regarding the Committee's activities during the closed fiscal year 2022 (01.01.2022 -
31.12.2022):
A. Meetings and agenda
According to its terms of reference, the Committee shall meet whenever this is deemed necessary and in no
circumstances less than four (4) times a year. It must also hold at least two (2) meetings attended by the
Company’s regular auditor, without the presence of the members of the management. Minutes,
which are
signed by all members of the Committee, are kept for each meeting.
The Committee held a total of six (6) meetings during 2022, with all its members attending all meetings, and
the internal auditors informing the Committee on the pertinent matters. At most of its meetings, and following
invitation from the Committee, key executives in charge of the administration and management of corporate
affairs and business activities were also present.
The relevant minutes were kept for all meetings of the Committee that took place in 2022, and during these
meetings the following issues were examined, inter alia:
Dates of the meetings of the
Committee - 2022
Items
1 16
th
of March 2022
Internal Audit / Controls, Compliance & Ethics (CC&E)
- Company’s Strategic/Business Risks Update,
specifically, regarding the following:
87
- The process of Enterprise Risk Management followed across
the Group, and
- The results of the 2021 risk assessment exercise.
Frigoglass SAIC's strategic/business risks were extensively discussed
by the Committee, taking into account the unfortunate geopolitical
events in Russia. As a result, the severity of Frigoglass’ Geographical
Footprint recorded risk was upgraded.
Other issues
- Group’s liquidity projections.
The Group CFO presented two scenarios on the liquidity projections
of the Company outside Nigeria.
2 7
th
of April 2022
Meeting with the External Auditors
- Update of the Committee by the external auditor, the company
PricewaterhouseCoopers (PWC), on the progress of the 2021
annual statutory audit program and the publication of the
financial statements.
- Update of the Committee on the executive summary points,
which can be summarized as follows:
- Assumption of the “going concern” application
- Accounting for fire incident in Romania
- Impairment of PPE
- Impairment of investments
- Uncertain tax positions
- Provision for staff leaving indemnity
- Significance of reported finds
During the audit approach briefing the materiality aspect was noted.
Risk and focus areas were also discussed.
- Identification of audit opinion and uncorrected misstatements.
- Meeting with PwC and the Audit Committee was carried out
without the presence of Frigoglass management.
Internal Audit / Controls, Compliance & Ethics (CC&E)
- Update on the progress of the Internal Audit Plan for 2022.
- Update on Internal Audit findings and mitigation actions.
- Update on the whistleblowing program.
- Presentation of the progress of the non-audit fees during 2022,
based on the received AFS (Approval for Services) by PwC,
compared to the pre-
approval given by the Committee in
December 2021, for the services to be rendered in 2022.
Other issues
- Approval of Financial statements for the year ended December
31, 2021.
- Approval of the 2021 Committee Activity report.
- Approval of the C
ommittee report to the Board of Directors on
the Financial Statements as of December 31, 2021.
- Recommendation for the appointment of external auditors for
the year 2022 and agreement of PwC appointment.
3 21
st
of June 2022
Internal Audit / Controls, Compliance & Ethics (CC&E)
- Update on the progress of the Internal Audit Plan for 2022.
- Update on Internal Audit findings and mitigation actions.
- Update on the whistleblowing program.
88
- Presentation of the progress of the non-audit fees during 2022,
based on the received AFS (Approval for
Services) by PwC,
compared to the pre-
approval given by the Committee in
December 2021, for the services to be rendered in 2022.
Other issues
- Initiation of Internal Controls assessment process.
4 13
th
of September 2022
Internal Audit / Controls, Compliance & Ethics (CC&E)
- Update on the progress of the Internal Audit Plan for 2022.
- Update on Internal Audit findings and mitigation actions.
- Update on the whistleblowing program.
- Presentation of the progress of the non-audit fees during 2022,
based on the received AFS (Approval for Services) by PwC,
compared to the pre-
approval given by the Committee in
December 2021, for the services to be rendered in 2022.
Other issues
- Selection process of the new Audit Program provider.
5 29
th
of September 2022
Meeting with the External Auditors
- Presentation of PWC regarding the overview of H1 2022 and the
relevant audit report.
- Review and approval of the H1 2022 Financial Statements by the
Committee.
- Approval of the Committee report to the Board of Directors for
the H1 Financial Statements.
- M
eeting with PwC and the Audit Committee without the
presence of Frigoglass management.
Other issues
- Presentation of the Management letter for 2021 by PwC to the
Committee (MLP 2021).
- Receiving of PwC independence letter.
6 13
th
of December 2022
Meeting with the External Auditors
- Committee update by PWC on the annual statutory audit
program, the deadlines for the completion of the audit and
the publication of the financial statements.
- Update on the significant audit areas, which will be covered
taking into account the main business and financial risks of
the Group.
- Submission of proposals by t
he Committee for other
important audit areas, which altogether can be summarized
as follows:
- Evaluation of the “going concern” application.
- Uncertainties and Post Balance Sheet events.
- Significant judgements, assumptions and estimates
included in the financial statements.
- Financial impact of the COVID 19 pandemic.
- Fair value of assets.
- Evaluation of assets recoverability.
- Adequacy of significant risks’ disclosure.
- Material affiliated parties’ transactions.
- Significant extraordinary transactions.
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- Meeting with PwC and the Audit Committee
without the presence of Frigoglass management.
Internal Audit / Controls, Compliance & Ethics (CC&E)
- Update regarding the progress of the Internal Audit Plan for
2022.
- Follow up on Internal Audit findings and mitigation actions.
- Update on the whistleblowing program.
- Presentation of the progress of the non-audit fees during
2022, based on the received AFS (Approval for Services) by
PwC, compared to the pre-approval given by the Committee
in December 2021, for the services to be rendered in 2022.
-
Proposal and approval of the Internal Audit plan &
Compliance audit plan for 2023.
- Update on Law 4706/2020
Readiness Assessment &
Frigoglass audit preparation update.
- Assignment of the IAS (Internal Audit System) review to
PwC.
Other Issues
- Update on the submission of a trading report to the Capital
Market Commission upon their request, with the company's
basic financial figures.
- Approval of Internal Audit Manual update.
- Approval of Risk Management Policy.
B. External Audit / Financial Information Procedure
The Committee during 2022 has mainly focused on:
• The process of financial information and the evaluation of the financial statements of the Company in
terms of their accuracy, completeness and consistency. In particular, it was verified that the financial
statements were in accordance with the relevant framework concerning their content and preparation
process, as well as, their compliance with the respective publication rules and the ability of all interested
parties to have direct, unhindered and uninterrupted access to them.
• The announcements concerning the financial performance of the Company and the review of main
points of the financial statements that contain significant judgments and estimates of the management.
• The provision of additional services to the Company by the auditing company to which the statutory
auditor belongs. The definition and determination of the terms of cooperation and the remuneration of the
statutory auditor, through the proposal made during the Annual General Meeting of the Company as well as
the selection criteria (provision of high quality services, determination of a fair, reasonable and competitive
fee etc.).
• The confirmation of the independence of the statutory auditor, the objectivity and effectiveness of the
audit process, based on the relevant professional and regulatory requirements. The auditor, following the
Committee’s invitation, has confirmed his independence and the absence of any external direction, directive
or influence in the performance of his duties. The monitoring and ensuring of completeness, objectivity and
effectiveness of the audit is a key priority for the Committee.
• The process of carrying out the statutory audit of the separate and consolidated financial statements of
the Company, as well as the content of the main and the supplementary report submitted by the statutory
auditor.
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It is noted that in 2022, the Committee met three times (3) with the external auditors, in monitoring the
process of the relevant audit of the financial statements. Part of these meetings took place without the
presence of the Company's executives.
C. Sustainable Development Policy
Sustainable development is an integral part of the Company’s operation during the last years. It is a key
parameter in shaping the development strategy and supports important business platforms in the fields of
business, innovation and the environment.
The Committee places special emphasis on the Company's sustainable development policy. In light of the
above, the Committee noted that during the fiscal year 2022 the Company is fully committed to the
implementation of a strict code of conduct in all operations and employees, as well as to compliance with local
laws and regulations. The Company also complies with current environmental legislation and regulations.
Collaborates with its customers, business partners and suppliers in order to promote sustainable development,
innovation and the creation of solutions that enable their mutual development.
The Company's sustainability policy is based on a set of guidelines, through the observance of high professional
standards, which are transparent, reliable and fair, the cultivation of a culture of cooperation and the
evaluation of long-term relationships with its customers and suppliers.
It approaches sustainability and corporate social responsibility by focusing its efforts and resources on four
complementary and mutually supportive sectors: Market, Environment, Workplace and Community.
During the year, the Company’s performance was improved across all sustainability sectors. The Company has
implemented various additional measures to improve energy efficiency and reduce environmental impact. The
staff worldwide was systematically trained through regular training on the "Frigoglass Academy" platform.
Finally, the local communities of the areas where the Company operates, were supported with targeted
programs that improve the well-being and development of the people.
The award from EcoVadis - a leading corporate social responsibility rating agency - placing it at the highest
available Platinum recognition level rating, represents the acknowledgement of responsible business practices
in relation to the Environment, Work, Fair Business Practices and Sustainable Agreements.
D. Internal Audit and Risk Management System / Internal Audit Unit
The Committee also dealt with the following:
• Overseeing the Company's internal audit and the effectiveness of the Company's Internal Audit System
and risk management in order to ensure that the major risks (e.g. risk of fluctuations in raw material prices,
credit risk, liquidity risk, currency risk, interest rate risk, capital adequacy risk, risks due to capital controls etc.)
are identified, dealt with and disclosed publicly in a proper manner.
• Ensuring the independence of the Internal Audit Unit, the monitoring of its proper functioning in
accordance with international standards for the professional implementation of internal audit, as well as the
compliance with applicable legal and regulatory framework (e.g. Law 4706/2020, as in force today).
• Committee’s updating in relation to the work of the Internal Audit Unit and its reports and the
evaluation, the adequacy and the effectiveness of its work.
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• The delivery of reports of the Internal Audit Unit to the Board of Directors.
• Informing the Board of Directors of the areas in which the Committee, in the course of its work, considers
that there are significant issues and the monitoring of its response.
• The review of the Internal Audit Charter.
• The identification of potential cases of conflicts of interest during the Company's transactions with
affiliated parties or any unusual transactions that have not taken place under the normal market conditions
and the submission to the Board of Directors of relevant reports.
• Ensuring the existence of procedures enabling the Company's personnel to confidently express concerns
about possible financial reporting violations or irregularities in matters of financial information or other
matters affecting the operation of the business, which should be properly investigated and treated.
• The approval of the annual audit plan of the Internal Audit Unit. Audited, evaluated and approved the
annual audit plan of the Internal Audit Unit for the year 2023.
It is noted that during the exercise of its duties, the Committee had and continue to have uninterrupted and
full access to all information it needs and the Company provides the Committee with the necessary
infrastructure and space to effectively perform its duties.
George Samothrakis
Chairman of the Audit Committee of Frigoglass S.A.I.C.
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Independent auditor’s report
To the Shareholders of “Frigoglass SAIC”
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the accompanying separate and consolidated financial statements of Frigoglass
S.A.I.C. (Company and Group) which comprise the separate and consolidated statement of financial
position as of 31 December 2022, the separate and consolidated income statement and statements of
comprehensive income, changes in equity and cash flows for the year then ended, and notes to the
separate and consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the consolidated financial statements present fairly, in all material respects the
separate and consolidated financial position of the Company and the Group as at 31 December
2022 , their separate and consolidated financial performance and their separate and consolidated
cash flows for the year then ended in accordance with International Financial Reporting
Standards, as adopted by the European Union and comply with the statutory requirements of Law
4548/2018.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they
have been transposed into Greek Law. Our responsibilities under those standards are further
described in the section “Auditor’s responsibilities for the audit of the separate and consolidated
financial statements” of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Material uncertainty relating to going concern
We draw attention to Notes 2.1, 4.1.6 and 26 to the financial statements, which adequately describe the
factors the Company and the Group have considered with respect to the applicability of the use of the
going concern basis in the preparation of the financial statements, as well as to the Key Audit Matter
set out below, which summarises the recapitalisation and debt restructuring transaction that has been
agreed via the signing of the Lock-up Agreement (the “Transaction” or the “Lock-up Agreement”) on 5
December 2022 (as subsequently amended) and implemented on 27 April 2023.
As at 31 December 2022, and notwithstanding the fact that the Lock-up Agreement was signed and the
Noteholders demonstrated their commitment to support the solvency and liquidity issues that the
Group faced, there continued to exist a material uncertainty with respect to going concern for both the
Company and the Group.
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Subsequent to the audited financial year end date and as of the date of this audit report, following the
implementation of the Lock-up Agreement and the Hive-Down, the activities of Frigoglass SAIC will be
limited to investment holding company activities related to its 15% equity stake in Frigo DebtCo PLC
and thus, the recapitalised group, comprising the Frigoinvest Holdings B.V. (“FHBV”) sub-group, that
has been transferred to Frigo DebtCo PLC. Additionally, the implementation of the Lock-up
Agreement and the Hive-Down has resulted in Frigoglass SAIC being discharged from the obligations
stemming from the Bridge Notes and the 2025 Notes and, as part for the Hive-Down agreement,
FHBV has agreed to cover, up to 31 December 2026, a capped reasonable amount of the Company's
annual operating expenses, including to provide certain indemnities to the Company, its management
and the members of its Board of Directors, for any claims and liabilities (including expenses) that may
arise from the Transaction and the Hive-Down, as well as to provide indemnity up to a capped amount
for any possible past tax liabilities.
As regards the FHBV sub-group, certain of its former Noteholders (or their affiliates) who, following
the implementation of the Transaction, are now among the shareholders of Frigo DebtCo PLC, have
demonstrated their commitment by providing €75 million in liquidity to the FHBV sub-group by
subscribing for the New Senior Secured Notes, that has been and will be used by the FHBV sub-group
to support its solvency. In addition and as a result of the implementation of the Transaction, the debt
of the FHBV sub-group has been reduced by €110 million. However, as the Transaction was
implemented on 27 April 2023, the management and the board of directors of Frigo DebtCo PLC have
still to finalise and implement the business plan of the recapitalised FHBV sub-group, therefore a
going concern uncertainty continues to exists with respect to the sub-group.
Our opinion is not modified in respect of this matter.
Independence
During our audit we remained independent of the Company and the Group in accordance with
the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code) that has been transposed into Greek Law, and the ethical
requirements of Law 4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the
audit of the separate and consolidated financial statements in Greece. We have fulfilled our other
ethical responsibilities in accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the
requirements of the IESBA Code.
We declare that the non-audit services that we have provided to the Company and its subsidiaries
are in accordance with the aforementioned provisions of the applicable law and regulation and
that we have not provided non-audit services that are prohibited under Article 5(1) of Regulation
(EU) No 537/2014.
The non-audit services that we have provided to the Company and its subsidiaries during the
year ended 31 December 2022, are disclosed in the Note 29 to the separate and consolidated
financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the separate and consolidated financial statements of the year under audit. These
matters were addressed in the context of our audit of the separate and consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
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Key audit matter How our audit addressed the key
audit matter
Accounting for recapitalisation and debt
restructuring transaction
Following the fire incident at the Group’s
production facilities in Romania in June 2021,
the production requirements previously met by
the Romanian plant were mainly diverted to
the Group’s subsidiary in Russia. However, the
ongoing Russia-Ukraine conflict, since early
2022, and the consequential sanctions together
with the ensuing worsening of the
macroeconomic conditions with rising inflation
and interest rates, has led the Group to
experience significant liquidity issues that
adversely affected its ability to meet its short to
medium term debt repayment obligations.
To address this, the Company’s management
obtained approval from the Company’s
Board of Directors on 17 March 2022 to
appoint financial and legal advisors to assist in
identifying actions that would lead to
improving the Group’s capital and funding
structure. The advisors mandate included the
identification of alternative sources of funding
as part of a wider recapitalisation and
restructuring exercise.
Management and its advisors determined that
the only available viable source of funding was
the series of Bridge Notes issued by the Group
starting in December 2022, which was
subscribed to by the majority of the Group’s
existing Noteholders (the “Noteholders
committee”), using the same collateral as is
applicable to the Group’s existing 2025 Notes
as security. At the same time, a Lock-up
Agreement was signed between the
Noteholders committee and the Group’s
subsidiary entities Frigoinvest Holdings B.V.
(“FHBV”) and Frigoglass Finance B.V.
(“FFBV”), which formed the framework of the
subsequent events and corresponding actions
that led to the transfer of the operations of the
Group from the existing shareholders of
Frigoglass SAIC to the Noteholders as part of a
holistic recapitalisation and debt restructuring
transaction (the “Transaction”).
Our audit considered the following aspects
stemming for the recapitalisation and debt
restructuring transaction:
● Assessment of control over FHBV as of the
date of the Lock-up Agreement and as at 31
December 2022, in accordance with IFRS
10 “Consolidated Financial Statements”.
● Accounting for the assets and liabilities
impacted by the Transaction and the Hive-
Down, in accordance with IFRS 5 “Non-
current Assets Held for Sale and
Discontinued Operations”.
● Impairment of non-financial assets, in
accordance with IAS 36 “Impairment of
Assets”.
● Assessment of the appropriateness of the
going concern basis of preparation and
presentation of the financial statements for
the year ended 31 December 2022, in
accordance with IAS 1 “Presentation of
Financial Statements”.
We summarise below the procedures
performed:
● We obtained and reviewed all minutes of
the Company’s general meetings of
Shareholders and of its Board of Directors
to confirm that all decisions were
approved in accordance with relevant
requirements.
● We obtained and read the terms of all
contracts and other relevant
documentation relating to the Transaction
and the Hive-Down to confirm their
substance.
● With the support of our internal technical
experts we assessed the accounting
implications, in detail, to determine if the
Transaction and the Hive-Down is
correctly accounted for and adequately
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Key audit matter How our audit addressed the key
audit matter
The implementation of the Transaction
commenced on 28 February 2023, the
maturity date of the Bridge Notes, when the
Group did not repay the principal amount of
and any accrued interest related to the Bridge
Notes. This non-repayment constituted an
event of default under the trust deed governing
the Bridge Notes and the enforcement of the
pledge over the shares of FHBV.
The Transaction was completed on 27 April
2023 at which date the ownership of FHBV
(and all of its subsidiaries) was transferred to a
new entity, Frigo DebtCo PLC, in which certain
of its former Noteholders (or their affiliates)
indirectly own a 85% equity share. FHBV and
its subsidiaries, that is all the operations of the
Group, as of 27 April 2023 are controlled by
Frigo DebtCo PLC.
Additionally, on 27 April 2023, on the same
date as the completion of the Transaction,
Frigoglass SAIC effectively transferred to
Frigoglass Services Single Member SA, a new
Greek entity, being a 100% subsidiary of Frigo
DebtCo PLC, substantially all of its assets and
liabilities (the “Hive-Down”) in exchange for a
15% equity share of the shares in Frigo DebtCo
PLC and has additionally received a series of
indemnities to support Frigoglass SAIC’s
solvency and liquidity going forward.
The effect of the Transaction is that, as of 27
April 2023, the operations of Frigoglass SAIC
are limited to that of an investment holding
company related to its 15% equity share in
Frigo DebtCo PLC.
The impact of the Transaction and the Hive-
Down on the financial statements is presented
in the following notes to the financial
statements:
• Note 2 - Summary of Significant
Accounting Policies,
• Note 4 - Critical Accounting Estimates and
Judgements,
presented and disclosed in the financial
statements.
● We assessed the appropriateness of the
preparation of the financial statements on
the going concern basis of accounting and
the adequacy of the related disclosures in
the financial Statements.
Our audit procedures concluded that the
Transaction and the Hive-Down was
appropriately accounted for in accordance with
the requirements of IFRS. Furthermore we also
concur with the appropriateness of the related
disclosures included in Notes 2, 4, 6, 9, 15, 20,
26 and 33 in the separate and consolidated
financial statements.
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Key audit matter How our audit addressed the key
audit matter
• Note 6 - Property, plant and equipment,
• Note 9 - Investments in subsidiaries,
• Note 15 - Borrowings,
• Note 20 - Losses / Gains from fire and
restructuring,
• Note 26 - Post balance sheet events, and
• Note 33 - Discontinued Operations.
Given the complexity of this transaction, the
significance of the amounts to the financial
statements and the relevant accounting
implication, the recapitalisation and debt
restructuring transaction was considered a key
audit matter.
Other Information
The members of the Board of Directors are responsible for the Other Information. The Other
Information, which is included in the Annual Report in accordance with Law 3556/2007, is the
Statements of Board of Directors members, the Board of Directors Report, the Activity Report of
the Audit Committee and the Alternative Performance Measures (“APMs”) (but does not include
the financial statements and our auditor’s report thereon), which we obtained prior to the date of
this auditor’s report.
Our opinion on the separate and consolidated financial statements does not cover the Other
Information and except to the extent otherwise explicitly stated in this section of our Report, we
do not express an audit opinion or other form of assurance thereon.
In connection with our audit of the separate and consolidated financial statements, our
responsibility is to read the Other Information identified above and, in doing so, consider whether
the Other Information is materially inconsistent with the separate and consolidated financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We considered whether the Board of Directors Report includes the disclosures required by Law
4548/2018 and the Corporate Governance Statement required by article 152 of Law 4548/2018
has been prepared.
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Based on the work undertaken in the course of our audit, in our opinion:
● The information given in the Board of Directors’ Report for the year ended on 31 December
2022 is consistent with the separate and consolidated financial statements.
● The Board of Directors’ Report has been prepared in accordance with the legal
requirements of articles 150,151,153 and 154 of Law 4548/2018.
● The Corporate Governance Statement provides the information referred to items c
and d of paragraph 1 of article 152 of Law 4548/2018.
In addition, in light of the knowledge and understanding of the Company and Group and their
environment obtained in the course of the audit, we are required to report if we have identified
material misstatements in the Board of Directors’ Report and Other Information that we obtained
prior to the date of this auditor’s report. We have nothing to report in this respect.
Responsibilities of Board of Directors and those charged with governance for the
separate and consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the separate
and consolidated financial statements in accordance with International Financial Reporting
Standards, as adopted by the European Union and comply with the requirements of Law
4548/2018, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of separate and consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, the Board of Directors is
responsible for assessing the Company’s and Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless Board of Directors either intends to liquidate the Company and Group or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and Group’s financial
reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
98
● Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s and Group’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
● Conclude on the appropriateness of Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s and Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the separate
and consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company and Group to
cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the separate and consolidated
financial statements, including the disclosures, and whether the separate and consolidated
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
● Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the Company and Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the separate and consolidated financial statements of the
year under audit and are therefore the key audit matters. We describe these matters in our auditor’s
report.
Report on other legal and regulatory requirements
1. Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent
with our, as per article 11 of Regulation (EU) 537/2014 required, Additional Report to the Audit
Committee of the Company.
2. Appointment
We were first appointed as auditors of the Company by the decision of the annual general
meeting of shareholders on 30/6/1999. Our appointment has been renewed annually by the
decision of the annual general meeting of shareholders for a total uninterrupted period of
appointment of 23 years.
99
3. Operating Regulation
The Company has an Operating Regulation in accordance with the content provided by the
provisions of article 14 of Law 4706/2020.
4. Assurance Report on the European Single Electronic Format
We have examined the digital files of Frigoglass S.A.I.C. (hereinafter referred to as the “Company and
Group”), which were compiled in accordance with the European Single Electronic Format (ESEF)
defined by the Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU)
2020/1989 (hereinafter “ESEF Regulation”), and which include the separate and consolidated
financial statements of the Company and the Group for the year ended 31 December 2022, in XHTML
format “2138003J1IUF4RSQ4K72-2022-12-31-en.xhtml” , as well as the provided XBRL file
“2138003J1IUF4RSQ4K72-2022-12-31-en.zip” with the appropriate marking up, on the
aforementioned consolidated financial statements, including the other explanatory information (Notes
to the financial statements).
Regulatory framework
The digital files of the European Single Electronic Format are compiled in accordance with ESEF
Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of
10 November 2020, as provided by Law 3556/2007 and the relevant announcements of the
Hellenic Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF
Regulatory Framework”).
In summary, this Framework includes the following requirements:
● All annual financial reports should be prepared in XHTML format.
● For consolidated financial statements in accordance with International Financial Reporting
Standards, the financial information stated in the Statement of Comprehensive Income, the
Statement of Financial Position, the Statement of Changes in Equity and the Statement of
Cash Flows, as well as the financial information included in the other explanatory
information, should be marked-up with XBRL 'tags' and ‘block tag’, according to the ESEF
Taxonomy, as in force. The technical specifications for ESEF, including the relevant
classification, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for
formulating a reasonable assurance conclusion.
Responsibilities of the management and those charged with governance
The management is responsible for the preparation and submission of the separate and
consolidated financial statements of the Company and the Group, for the year ended 31
December 2022, in accordance with the requirements set by the ESEF Regulatory Framework, as
well as for those internal controls that management determines as necessary, to enable the
compilation of digital files free of material error due to either fraud or error.
Auditor’s responsibilities
Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 /
11.02.2021 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards
Oversight Board (HAASOB) and the "Guidelines in relation to the work and the assurance report
of the Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers
with securities listed on a regulated market in Greece" as issued by the Board of Certified
Auditors on 14/02/2021 (hereinafter "ESEF Guidelines"), providing reasonable assurance that
the separate and consolidated financial statements of the Company and the Group prepared by
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the management in accordance with ESEF comply in all material respects with the current ESEF
Regulatory Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of
the International Ethics Standard Board for Accountants (IESBA Code), which has been
transposed into Greek Law and in addition we have fulfilled the ethical responsibilities of
independence, according to Law 4449/2017 and the Regulation (EU) 537/2014.
The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines
and was carried out in accordance with International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information''.
Reasonable assurance is a high level of assurance, but it is not a guarantee that this work will
always detect a material misstatement regarding non-compliance with the requirements of the
ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
consolidated financial statements of the Company and the Group for the year ended 31 December
2022, in XHTML file format “2138003J1IUF4RSQ4K72-2022-12-31-en.xhtml”, as well as the provided
XBRL file “2138003J1IUF4RSQ4K72-2022-12-31-en.zip” with the appropriate marking up, on the
aforementioned consolidated financial statements, including the other explanatory information, have
been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
5. Other legal requirements
In Note 2.1 of the financial statements, reference is made to the fact that the total net equity of the
Company as at 31 December 2022 has become less than 50% of the company's share capital and
therefore the conditions of par. 4 of article 119 of Law 4548/2018 are met. The Company's
Management, taking into account the provisions of article 119 of N.4548/2018, will raise the issue
at the next General Assembly of the shareholders of the Company in order to decide on the
appropriate measures.
Athens, 02 May 2023
The Certified Accountant Auditor
PricewaterhouseCoopers S.A.
Certified Auditors – Accountants
260, Kifissias Avenue
152 32 Halandri Konstantinos Michalatos
SOEL Reg. No 113 SOEL Reg. No 17701
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FRIGOGLASS S.A.I.C.
Commercial Refrigerators
Annual Financial Statements
for the period 1 January to 31 December 2022
Table of Contents Pages
1. Statement of Financial Position 103
2. Income Statement 104
3. Statement of Comprehensive Income / (Loss) 105
4. Statement of Changes in Equity 106
5. Cash Flow Statement 108
6. Notes to the Financial Statements
(1) General Information 109
(2) Summary of Significant Accounting Policies 110
(3) Financial Risk Management 127
(4) Critical accounting estimates and judgments 133
(5) Segment Information 138
(6) Property, Plant and Equipment 141
(7) Right-of-use assets and Lease Liabilities 144
(8) Intangible assets 145
(9) Investments in subsidiaries 147
(10) Inventories 149
(11) Trade receivables 150
(12) Other receivables 151
(13) Cash and cash equivalents 152
(14) Other payables 153
(15) Borrowings 154
(16) Share capital, share premium and share based payments 160
(17) Other reserves 162
(18) Other operating income and Other gains/(losses) - net 163
(19) Financial costs – net 164
(20) (Losses) / Gains from Fire and Restructuring 165
(21) Income tax 166
(22) Earnings / (Losses) per share 168
(23) Reconciliation of Adjusted EBITDA 169
(24) Related party transactions 170
(25) Contingent Liabilities and Commitments 172
(26) Post balance sheet events 173
(27) Personnel expenses and Employee benefits 175
(28) Impact of the Russia and Ukraine conflict 176
(29) Expenses by nature 177
(30) Deferred tax 178
(31) Retirement benefit obligations 179
(32) Provisions 180
(33) Discontinued operations 181
102
FRIGOGLASS S.A.I.C.
Statement of Financial Position
in € 000's
31.12.2022 31.12.2021 31.12.2022 31.12.2021
ASSETS
Non-current assets
Property, plant and equipment 6 - 93.861 - 2.106
Right-of-use assets 7 704 3.710 704 958
Intangible assets 8 - 11.196 - 1.889
Investments in subsidiaries 9 - - 51.419 60.005
Deferred tax assets 30 - 220 - -
Other non-current assets - 171 - 62
Total non-current assets 704 109.158 52.123 65.020
Current assets
Inventories 10 - 104.317 - -
Trade receivables 11 - 66.078 - 1.853
Other receivables 12 694 42.508 18.909 14.916
Current tax assets - 3.193 - -
Cash and cash equivalents 13 853 79.207 853 1.752
Assets held for sale 33 432.292 - 5.427 -
Total current assets 433.839 295.303 25.189 18.521
Total Assets 434.543 404.461 77.312 83.541
LIABILITIES
Non-current liabilities
Borrowings 15 - 258.237 - 53.973
Lease liabilities 7 - 3.745 - 658
Deferred tax liabilities 30 - 17.733 - -
Retirement benefit obligations 31 - 4.366 - 2.915
Provisions 32 - 4.948 - -
Total non-current liabilities - 289.029 - 57.546
Current liabilities
Trade payables 1.368 70.102 1.368 3.183
Other payables 14 1.245 54.576 5.720 11.020
Current tax liabilities - 8.258 - -
Borrowings 15 - 66.985 61.965 -
Lease liabilities 7 762 1.274 762 366
Liabilities directly associated with assets
classified as held for sale
33 552.812 - 5.573 -
Total current liabilities 556.187 201.195 75.388 14.569
Total Liabilities 556.187 490.224 75.388 72.115
EQUITY
Share capital 16 21.379 21.379 21.379 21.379
Share premium 16 (33.744) (33.744) (33.744) (33.744)
Other reserves 17 (39.640) (35.332) 30.153 30.153
Accumulated losses (119.043) (87.820) (15.864) (6.362)
Capital and reserves attributable to
shareholders
(171.048) (135.517) 1.924 11.426
Non-controlling interests 49.404 49.754 - -
Total Equity (121.644) (85.763) 1.924 11.426
Total Liabilities and Equity 434.543 404.461 77.312 83.541
The primary financial statements should be read in conjunction with the accompanying notes.
Note
Consolidated
Parent Company
103
FRIGOGLASS S.A.I.C.
Income Statement
in € 000's
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Continuing operations:
Administrative expenses
29
(1.766) (1.652) (1.766) (1.652)
Net impairment losses
6 , 9, 29
(1.294) - (9.880) -
Operating Profit / (Loss) (3.060) (1.652) (11.646) (1.652)
Finance costs
19
(184) (103) (3.984) (3.829)
Finance costs - net (184) (103) (3.984) (3.829)
Profit / (Loss) before Ιincome Τax, Fire and Restructuring
Costs
(3.244) (1.755) (15.630) (5.481)
Profit / (Loss) before income tax (3.244) (1.755) (15.630) (5.481)
Income tax expense
21
(135) (116) (135) (116)
Profit / (Loss) for the period from continuing operations (3.379) (1.871) (15.765) (5.597)
Profit from discontinued operation
33
(22.880) 2.470 5.655 (1.770)
Profit / (Loss) for the period (26.259) 599 (10.110) (7.367)
Attributable to:
Non-controlling interests 5.573 6.274 - -
Shareholders (31.832) (5.675) (10.110) (7.367)
Total (26.259) 599 (10.110) (7.367)
Basic and Diluted Earnings / (Loss) per share, after taxes
attributable to the ordinary equity holders of the company
(0,0893) (0,0160) (0,0284) (0,0207)
- Continuing operations (0,0095) (0,0053) (0,0442) (0,0157)
- Discontinued operations (0,0799) (0,0107) 0,0159 (0,0050)
Adjusted EBITDA
23
(1.098) (985) (1.098) (985)
Note
Consolidated
Parent Company
Year ended
Year ended
Amounts in €
22
The primary financial statements should be read in conjunction with the accompanying notes.
104
FRIGOGLASS S.A.I.C.
Statement of Comprehensive Income/(Loss)
in € 000's
31.12.2022 31.12.2021
(26.259) 599
(4.308) (2.146)
(1.604) (1.339)
(5.912) (3.485)
609 (194)
609 (194)
(31.562) (3.080)
3.969 4.935
(35.531) (8.015)
(31.562) (3.080)
Continuing operations (3.379) (1.871)
Discontinued operations (28.183) (1.209)
(31.562) (3.080)
31.12.2022 31.12.2021
(10.110) (7.367)
609 (194)
609 (194)
(9.501) (7.561)
Continuing operations (15.765) (5.597)
Discontinued operations 6.264 (1.964)
(9.501) (7.561)
Consolidated
Parent Company
Foreign currency translation gains/(losses) shareholders
Foreign currency translation gains/(losses) to non-controlling interest
Year ended
Year ended
Currency translation differences
Profit / (Loss) for the period
Attributable to:
Other Comprehensive Income/(Loss):
Items that may be subsequently reclassified to income statement
Items that will not be subsequently reclassified to income statement
Total comprehensive income / (loss)
Actuarial Gains/ (Losses) - Net of Taxes
Other Comprehensive Income/(Loss):
Items that will not be reclassified to Profit & Loss
in subsequent periods
Total comprehensive income for the period attributable to the
shareholders arises from:
The primary financial statements should be read in conjunction with the accompanying notes.
- Non-controlling interests
Total comprehensive income for the period attributable to the
shareholders arises from:
Items that will not be subsequently reclassified to income statement
Total comprehensive income / (loss)
- Shareholders
Items that will not be subsequently reclassified to income statement
Profit / (Loss) for the period
Actuarial Gains/ (Losses) - Net of Taxes
105
FRIGOGLASS S.A.I.C.
in € 000's
Share Capital
Share
premium
Other
reserves
Accumulated
losses
Total
Non -
Controlling
Interests
Total
Equity
Balance at 01.01.2021
35.544 (33.801) (37.465) (91.882) (127.604) 46.503 (81.101)
Profit / (Loss) for the period - - - (5.675) (5.675) 6.274 599
Other Comprehensive income / (loss) - - (2.146) (194) (2.340) (1.339) (3.679)
Total comprehensive income / (loss) for the
period net of tax
- - (2.146) (5.869) (8.015) 4.935 (3.080)
Dividends to non-controlling interests - - - - - (1.684) (1.684)
Share capital decrease (Note 16) (14.218) - 4.395 9.823 - - -
Shares issued to employees exercising share
options
53 57 (162) 108 56 - 56
Share option reserve - - 46 - 46 - 46
Total Transactions with owners in their
capacity as owners
(14.165) 57 4.279 9.931 102 (1.684) (1.582)
Balance at 31.12.2021 21.379 (33.744) (35.332) (87.820) (135.517) 49.754 (85.763)
Balance at 01.01.2022 21.379 (33.744) (35.332) (87.820) (135.517) 49.754 (85.763)
Profit / (Loss) for the period - - - (31.832) (31.832) 5.573 (26.259)
Other Comprehensive income / (loss) - - (4.308) 609 (3.699) (1.604) (5.303)
Total comprehensive income / (loss) for the
period net of tax
- - (4.308) (31.223) (35.531) 3.969 (31.562)
Dividends to non-controlling interests - - - - - (4.319) (4.319)
Total Transactions with owners in their
capacity as owners
- - - - - (4.319) (4.319)
Balance at 31.12.2022 21.379 (33.744) (39.640) (119.043) (171.048) 49.404 (121.644)
Statement of Changes in Equity
Consolidated
The primary financial statements should be read in conjunction with the accompanying notes.
106
FRIGOGLASS S.A.I.C.
in € 000's
Share
Capital
Share
premium
Other
reserves
Accumulated
losses
Total
Equity
Balance at 01.01.2021 35.544 (33.801) 25.874 (8.732) 18.885
Profit / (Loss) for the period - - - (7.367) (7.367)
Other Comprehensive income / (loss) - - - (194) (194)
Total comprehensive income / (loss) for the
period net of tax
- - - (7.561) (7.561)
Share capital decrease (Note 16) (14.218) - 4.395 9.823 -
Shares issued to employees exercising share
options
53 57 (162) 108 56
Share based compensation - - 46 - 46
Total Transactions with owners in their capacity
as owners
(14.165) 57 4.279 9.931 102
Balance at 31.12.2021 21.379 (33.744) 30.153 (6.362) 11.426
Balance at 01.01.2022 21.379 (33.744) 30.153 (6.362) 11.426
Profit / (Loss) for the period - - - (10.110) (10.110)
Other Comprehensive income / (loss) - - - 609 609
Total comprehensive income / (loss) for the
period net of tax
- - - (9.501) (9.501)
Total Transactions with owners in their capacity
as owners
- - - - -
Balance at 31.12.2022 21.379 (33.744) 30.153 (15.863) 1.924
Parent Company
Statement of Changes in Equity
The primary financial statements should be read in conjunction with the accompanying notes.
107
FRIGOGLASS S.A.I.C.
in € 000's
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Profit / (Loss) for the period (26.259) 599 (10.110) (7.367)
Adjustments for:
Income tax expense 10.772 12.468 135 116
Depreciation 18.658 18.276 1.119 1.119
Provisions 4.411 3.271 429 327
Non-cash employee benefits expense - share-based payments - 46 - 46
Fire related income/cost 20 (17.000) (11.552) - -
Impairments 6, 9 1.894 - 9.880 -
Finance costs - net 19 36.670 24.731 4.000 3.847
Net (gain)/loss on disposal of property, plant and equipment 18 (450) (478) - -
Changes in working capital:
Decrease / (increase) of inventories (15.180) (27.219) - -
Decrease / (increase) of trade receivables (21.499) (10.983) (1.271) (269)
Decrease / (increase) of intergroup receivables - (3.526) 1.191
Decrease / (increase) of other receivables (2.281) (12.098) (611) 248
Decrease / (increase) of other non-current assets (56) 16 (1) 16
(Decrease) / increase of trade payables 15.447 27.673 1.215 (757)
(Decrease) / increase of intergroup payables - - (892) 37
(Decrease) / increase of other current and non-current liabilities (14.519) 5.387 (4.810) 1.418
Less:
Income taxes paid (6.290) (11.140) - -
(a) Cash flows from /(used in) operating activities (15.682) 18.997 (4.443) (28)
Cash flows from investing activities
Purchase of property, plant and equipment 6 (47.191) (12.888) (135) (118)
Purchase of intangible assets 8 (966) (1.236) (151) (209)
Proceeds from insurance compensation due to fire (property damage) 27.000 15.000 - -
Proceeds from disposal of property, plant and equipment 493 487 - -
Proceeds from disposal of subsidiary 703 1.458 - -
(b) Net cash flows(used in) /from investing activities (19.961) 2.821 (286) (327)
Net cash generated from operating and investing activities (a) + (b)
(35.643) 21.818 (4.729) (355)
Cash flows from financing activities
Proceeds from borrowings 15 193.783 111.513 6.400 3.350
(Repayments) of borrowings 15 (145.242) (100.249) (1.300) (3.350)
Interest paid 15 (23.316) (19.315) (900) (112)
Principal elements of lease payments 15 (3.248) (2.700) (370) (351)
Dividends paid to non-controlling interests (1.618) (1.684) - -
Proceeds from issue of shares to employees - 110 - 110
(c) Net cash flows from/(used in ) financing activities 20.359 (12.325) 3.830 (353)
Net increase/(decrease) in cash and cash equivalents (a) + (b) + (c)
(15.284) 9.493 (899) (708)
Cash and cash equivalents at the beginning of the period 79.207 70.243 1.752 2.460
Effects of exchange rate changes on cash and cash equivalents (518) (529) - -
Cash and cash equivalents attributable to discontinued operations 33 (62.552) - - -
Cash and cash equivalents at the end of the period
853 79.207 853 1.752
Cash Flow Statement
The primary financial statements should be read in conjunction with the accompanying notes.
Note
Parent Company
Period ended
Consolidated
Period ended
108
FRIGOGLASS S.A.I.C.
Commercial Refrigerators
General Commercial Registry: 1351401000
Notes to the Financial Statements
Note 1. General Information
These financial statements include the financial statements of the Parent Company FRIGOGLASS S.A.I.C. (the
“Company”) and the Consolidated financial statements of the Company and its subsidiaries (the “Group”). The
names of the subsidiaries are presented in Note 9 of the financial statements.
FRIGOGLASS S.A.I.C. and its subsidiaries are engaged in the manufacturing, trade and distribution of commercial
refrigeration units and packaging materials for the beverage industry. The Group has manufacturing plants and
sales offices in Europe, Asia and Africa.
The Company’s’ shares are listed on the Athens Stock Exchange.
The address of its registered office is:
15, A. Metaxa Street
GR 145 64, Kifissia
Athens, Greece
The corporate web
page www.frigoglass.com is used by the Company.
The financial statements have been approved by the Board of Directors on 28 April 2023 and are subject to the
approval of the Shareholders General Assembly.
109
Note 2. Summary of Significant Accounting Policies
The significant accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied to all years presented, unless otherwise stated.
2.1 Basis of Preparation
These financial statements have been prepared by management in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union and issued by the IASB.
The financial statements have been prepared on a historical cost basis except for assets and related liabilities, that
are subject to the holistic restructuring of the Group’s capital structure (as further described below), that are
measured in accordance with the requirements of IFRS 5 “Non-current Assets Held for Sale and Discontinued
Operations”.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of applying the accounting policies.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4.
The financial statements have been prepared in accordance with the going concern basis of accounting.
However, as a result of the deterioration of the macroeconomic environment, the fire incident at the Group’s
Commercial Refrigeration manufacturing facility in Romania and the ongoing Russia and Ukraine conflict the
Group experienced significant liquidity issues and was adversely affected in its ability to meet its short to medium
term debt repayment obligations.
Frigoglass, with the support of legal and financial advisors, reviewed and assessed its financial and strategic
options in view of improving the Group’s capital structure and securing additional liquidity. The only viable source
of funding proved to be the Noteholder committee which provided the initial tranche of bridge finance in
December 2022, as further explained in Notes 26, 4.1.6. and 15, using substantially the same collateral, as is
applicable to the existing 2025 Notes, as security (Refer to Note 15 for more details on the existing 2025 Notes).
At the same time when the initial tranche of bridge finance was committed, a Lock-up Agreement was signed on
5 December 2022 between the Noteholder Committee and certain of the Group’s subsidiaries (Frigoinvest
Holdings B.V (“FHBV”) and Frigoglass Finance B.V (“FFBV”)), which provided the framework for the restructuring
and recapitalization transaction and a roadmap to the orderly transfer of the control of the FHBV operating group
to the Noteholders.
On or about 6 March 2023, Frigoglass reached an agreement with the Noteholder Committee with the support of
its major indirect shareholder, Truad Verwaltungs A.G. (“Truad”), for a consensual recapitalization and
restructuring (the “Transaction”) of the group of companies (i.e., FHBV and its subsidiaries) which was controlled
at that time by Frigoglass SAIC (Transaction described in Note 26). In addition, simultaneously to the
implementation of the Transaction, Frigoglass SAIC also transferred to Frigoglass Services Single Member SA (a
new subsidiary entity of FHBV) substantially all of its assets and liabilities (the “Hive-Down”) in consideration for
a 15% equity stake in Frigo DebtCo PLC and also received a series of indemnities to support Frigoglass SAIC’s
solvency and liquidity going forward. Following the implementation of the Transaction and the Hive-Down, the
activities of Frigoglass SAIC are limited to holding company activities related to its 15% equity stake in Frigo DebtCo
110
PLC, with the remaining 85% of the recapitalized group being held by certain of its former Noteholders (or their
affiliates).
As of the date of approval of these financial statements, with respect to the FHBV sub-group, certain of its former
Noteholders (or their affiliates), who, following the implementation of the Transaction, are now among the
shareholders of Frigo DebtCo PLC, have demonstrated their commitment by providing €75 million in liquidity to
the FHBV sub-group by subscribing for the New Senior Secured Notes, that has been and will be used by the FHBV
sub-group to support its solvency. In addition, and as a result of the Transaction, the debt of the FHBV sub-group
has been reduced by €110 million (before the €75million Super Senior Notes). However, as the Transaction was
implemented on 27 April 2023, the management and the board of directors of Frigo DebtCo PLC have still to
finalise and implement the business plan of the recapitalised FHBV sub-group, therefore a going concern
uncertainty continues to exist with respect to the sub-group.
For Frigoglass SAIC, the parent entity as of 31 December 2022, the Board of Directors and management have
concluded that, as of the date of approval of these financial statements, no significant going concern uncertainty
exists. The Transaction and the Hive-Down have been implemented on 27 April 2023 and Frigoglass SAIC has been
discharged from the obligations stemming from the Bridge Notes and the 2025 Notes. In addition, as part for the
Hive-Down agreement, FHBV will cover the annual operating costs of the Company up to a capped reasonable
amount until 31 December 2026. In addition, FHBV will provide certain indemnity to the Company, the Company's
management and the members of the Company’s Board of Directors, for any claims and liabilities (including
expenses) that may arise from the Transaction and the Hive-Down and will also provide indemnity up to a capped
amount to the Company for any unknown past tax liabilities.
Refer to Note 4.1.6. for more details.
Frigoglass SAIC has an equity position of €1,9m for the year ended 31 December 2022 and, therefore, is lower
than half (1/2) of the share capital. As a consequence, the requirements of article 119 of Law 4548/2018 are
applicable.
Differences that may exist between the figures of the financial statement and those of the notes are due to
rounding. Wherever it was necessary, the comparative figures have been reclassified in order to be comparable
with the current year’s presentation.
2.2 Consolidation Principles and Business Combinations
a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an
entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
Inte
r
-comp
any transactions, balances and unrealized gains on transactions between group companies are
eliminated. Unrealized losses are also eliminated unless there is evidence of impairment. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-co
ntrolling interests in the results and equity of subsidiaries are shown separately in the consolidated income
statement, statement of comprehensive income, statement of changes in equity and balance sheet respectively.
111
The Company accounts for investments in subsidiaries in its separate financial statements at historic cost less
impairment losses. Impairment losses are recognized in the income statement.
b) Changes in ownership percentages
The G
roup treats transactions with non
-cont
rolling interests that do not result in a loss of control as transactions
with equity owners of the group. A change in ownership interest results in an adjustment between the carrying
amounts of the controlling and non
- cont
rolling interests to reflect their relative interests in the subsidiary. Any
difference between the amount of the adjustment to non
-cont
rolling interests and any consideration paid or
received is recognized in a separate reserve within equity attributable to the owners.
When
the group ceases to consolidate or equity account for an investment because of a loss of control, joint
control or significant influence, any retained interest in the entity is remeasured to its fair value with the change
in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition,
any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as
if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognized in other comprehensive income are reclassified to profit or loss.
c) Business combinations
The acquisition method of accounting is used to account for all business combinations. The consideration
transferred for the acquisition of a subsidiary comprises the:
• fair values of the assets transferred,
• liabilities incurred to the former owners of the acquired business,
• equity interests issued by the group,
• fair value of any asset or liability resulting from a contingent consideration arrangement, and
• fair value o
f any pre
-existin
g equity interest in the subsidiary.
Iden
tifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date. The Group recognizes any non-
controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-
controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acqu
isition
-related
costs are expensed as incurred.
The excess of the
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. Whenever the cost of the
acquisition is less than the fair value of the Group’s share of the net assets of the subsidiary acquired, the
difference is recognized directly in the income statement, as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing could be obtained from an independent financier under
comparable terms and conditions.
112
Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date.
Subsequent changes to the fair value of contingent consideration classified as financial liabilities are recognized
in profit or loss. Contingent consideration that is classified as equity is not re
-measu
red, and its subsequent
settlement is accounted for within equity.
If the
business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously
held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising
from such remeasurement are recognized in profit or loss.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the managing director and his executive
committee that makes strategic decisions.
2.4 Foreign currency translation
2.4.1 Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency that best
reflects the economic substance of the underlying events and circumstances relevant to that entity ("the
functional currency").
For the purpose of the consolidated financial statements, the results and financial position of each entity are
expressed in Euro, which is the presentation currency for the consolidated financial statements.
2.4.2 Transactions and balances
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange
rates, are generally recognised in profit or loss, within financial expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary
assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part
of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at
fair value through other comprehensive income are recognized in other comprehensive income.
2.4.3 Group companies
The results and financial position of all group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
• Assets and liabilities for each balance sheet presented are translated at the closing rate at the balance
sheet date.
• Income and expenses for each income statement and statement of comprehensive income are translated
at the average exchange rate of the reporting period, unless this average is not a reasonable
approximation of the cumulative effect of the exchange rates prevailing on the transaction dates, in which
case the rate on the date of the transaction is used.
113
• All resulting exchange differences are recognised in other comprehensive income as a separate
component of equity.
On the disposal of a foreign operation, the cumulative exchange differences relating to that particular foreign
operation, presented as a separate component of equity, are reclassified to the income statement as part of the
gain or loss on sale.
Goodwill and other fair value adjustments arising on the acquisition of a foreign operation are treated as assets
and liabilities of the foreign operation and translated at the closing rate.
2.5 Property plant and equipment
All property, plant and equipment are stated at historic cost less accumulated depreciation and any impairment
losses, except for land which is shown at cost less any impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the tangible assets. Subsequent costs
are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. All other repairs and maintenance costs are charged to the income statement during
the financial period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate the cost of the assets net of their residual
values over its estimated useful life as follows:
Buildings up to 40 years
Vehicles up to 6 years
Glass Furnaces up to 10 years
Glass Molds up to 2 years
Machinery up to 15 years
Furniture & Fixtures up to 6 years
The cost of subsequent expenditures is depreciated during the estimated useful life of the asset and costs for
major periodic renovations are depreciated to the date of the next scheduled renovation. When an item of plant
and machinery comprises major components with different useful lives, the components are accounted for as
separate items of plant and machinery.
The tangible assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
In the case where an asset's carrying amount is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount and the difference (impairment loss) is recorded as expense in the income
statement.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or
losses are included in the income statement.
Assets under construction are recorded as part of property, plant and equipment at cost. Depreciation on these
assets commences when the assets are available for use.
2.6 Intangible Assets
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2.6.1 Research Expenses
Research expenditure is recognised as an expense as incurred.
2.6.2 Development Expenses
Costs incurred on development projects (relating to the design and testing of new or improved products) are
recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the technical file so that it will be available for use
• management intends to complete the technical file and use or sell it
• there is an ability to use or sell the technical file
• it can be demonstrated how the technical file will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell the
technical file are available, and
• the expenditure attributable to the technical file during its development can be reliably measured.
Other development expenditures are recognised as an expense in the income statement as incurred.
Development costs that have a finite useful life and that have been capitalised, are amortised from the
commencement of the asset’s production on a straight-line basis over the period of its useful life, not exceeding
5 years.
2.6.3 Computer software
Acqu
ired software licenses are carried at acquisition cost less accumulated amortisation, less any accumulated
impairment. They are amortised using the straight
-line m
ethod over their useful lives, not exceeding a period of
10 years.
Deve
lopment costs that are directly attributable to the design and testing of identifiable and unique software
products controlled by the group are recognized as intangible assets when the criteria specified in 2.6.2 are met.
Directly attributable costs that are capitalized as part of the software include employee costs.
Capitalised development costs are recorded as intangible assets and amortized from the point at which the asset
is ready for use.
Computer software maintenance costs are recognised as expenses in the income statement as they incur.
2.6.4 Patterns and Trademarks
Separately acquired patents, trademarks and licenses are shown at historical cost less accumulated amortization
and less any accumulated impairment.
These costs may be acquired externally.
They have a finite useful life and are amortized using the straight-line method over a maximum period of 15 years.
2.7 Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
for impairment annually, more frequently if events or changes in circumstances indicate that their carrying
amount may not be recoverable. Other assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
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An impairment loss is recognised as an expense immediately, for the amount by which the asset’s carrying amount
exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows which are largely independent of the cash flows from other assets or group of assets (cash-generating units).
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
2.8 Financial assets
(i) Classification
The group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through OCI or through profit or loss), and
• those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual
terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss
or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group
has made an irrevocable election at the time of initial recognition to account for the equity investment at fair
value through other comprehensive income (FVOCI).
The group reclassifies debt instruments when and only when its business model for managing those assets
changes.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the group has transferred substantially all the
risks and rewards of ownership.
(iii) Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the
financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Subsequent measurement of debt instruments depends on the group’s business model for managing the asset
and the cash flow characteristics of the asset. The Group’s debt instruments are measured at amortised cost given
that they are held for collection of contractual cash flows and those cash flows represent solely payments of
principal and interest are measured at amortised cost. Interest income from these financial assets is included in
finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses.
Impairment losses are presented as separate line item in the statement of profit or loss.
(iv) Impairment
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From 1 January 2018, the Group assesses on a forward-looking basis the expected credit losses associated with its
debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has
been a significant increase in credit risk.
The Group currently does not hold any debt instruments. For the accounting policy related to trade receivables
and cash and cash equivalents, refer to notes 2.10 and 2.11 respectively. For a description of the Group’s
impairment policies refer to Note 3 – Impairment – Trade Receivables.
2.9 Inventories
Inventories are recorded at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business, less any applicable selling expenses.
The cost of finished goods and work in progress is measured on a weighted average bases and comprises raw
materials, direct labour cost and other related production overheads.
Appropriate allowance is made for excessive, obsolete and slow-moving items. Write-downs to net realisable
value and inventory losses are expensed in the period in which the write-downs or losses occur.
2.10 Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of business. They are generally due for settlement within 60- 180 days and therefore are all classified as current.
Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognized at fair value. The group holds the trade receivables
with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized
cost using the effective interest method. For a description of the Group’s impairment policies refer to Note 3-
Impairment – Trade Receivables.
2.11 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand,
deposits held at call with banks, other short-term, and highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value.
2.12 Share capital
Ordinary shares are classified as equity.
Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net
of tax, from the proceeds.
When
the Company or its subsidiaries purchase the Company’s, own equity instruments the amount paid
-
includ
ing any attributable incremental external costs net of income taxes - is deducted from total shareholders'
equity as treasury shares until they are cancelled or reissued. Where such shares are subsequently sold or
reissued, any proceed received is included in shareholders' equity.
2.13 Bor
rowings
Borrowings are recognised initially at fair value, net of any transaction cost incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings using the effective interest method.
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Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished
or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss as other income or finance costs.
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to
extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is
measured as the difference between the carrying amount of the financial liability and the fair value of the equity
instruments issued.
Borrowings are classified as current liabilities unless the Group entity has an unconditional right to defer
settlement for at least 12 months after the balance sheet date.
2.14 Current and Deferred income taxes
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the balance sheet liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
The deferred income tax that arises from initial recognition of an asset or liability in a transaction other than a
business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, is
not accounted for.
Deferred tax assets are recognised to the extent that future taxable profit, against which the temporary
differences can be utilised, is probable.
Deferred tax liabilities are provided for taxable temporary differences arising on investments in subsidiaries,
except for when the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred income taxation is determined using tax rates that have been enacted at the balance sheet date and are
expected to apply when the related deferred income tax asset is realised, or the related deferred income tax
liability is settled. Current and deferred tax is recognized in profit or loss, except to the extent that it relates to
items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a
net basis, or to realise the asset and settle the liability simultaneously.
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2.15 Trade Payables
Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the
effective interest method. Accounts payable are classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current
liabilities.
2.16 Employee benefits
2.16.1 Post-employment obligations
Group entities operate various post-employment schemes in accordance with the local conditions and practices
in the countries they operate. Post-employment obligations include both defined benefit and defined contribution
pension plans.
A defined benefit plan is a pension or voluntary redundancy plan that defines an amount of pension benefit that
an employee will receive on retirement, usually dependent on one or more factors such as age, years of service
and compensation.
The liability regarding defined benefit pension or voluntary redundancy plans, including certain unfunded
termination indemnity benefits plans, is measured as the present value of the defined benefit obligation at the
balance sheet date. The defined benefit obligation is calculated on an annual basis, by independent actuaries
using the projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates applicable to high quality corporate bonds or
government securities that are denominated in the currency in which the benefits will be paid, with terms
approximating to the terms of the related obligation.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions recognised
in the period in which they occur, directly in other comprehensive income.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognized immediately in profit or loss as past service costs.
For defined contribution plans, the Group pays contributions to privately administered pension insurance plans
on a voluntary basis. The Group has no further payment obligations once the contributions have been paid. The
contributions are recognized as employee benefit expense when they are due. Prepaid contributions are
recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
2.16.2 Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date or when an
employee accepts voluntary redundancy in exchange for these benefits.
The group recognises termination benefits at the earlier of the following dates: (a) when the group can no longer
withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within
the scope of IAS 37 and involves the payment of terminations benefits. Benefits falling due more than 12 months
after balance sheet date are discounted to present value.
2.16.3 Profit-sharing and bonus plans
The group recognizes a liability and an expense for bonuses and profit-sharing based on a formula that takes into
consideration the profit attributable to the company’s shareholders after certain adjustments. The group
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recognizes a provision where contractually obliged or where there is a past practice that has created a constructive
obligation.
2.16.4 Share-based payments
Frigoglass issues equity-settled share-based payments to its senior managers and members of the Executive
Committee in the form of an employee stock option plan.
The employee stock option plan is measured at fair value at the date of grant.
The fair value of options granted is recognized as an employee benefits expense with a corresponding increase in
equity. The total amount to be expensed over the vesting period is determined by reference to the fair value of
the options granted, excluding the impact of any non-market vesting conditions.
The total expense is recognized over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of
options that are expected to vest based on the non-market vesting and service conditions. It recognizes the
impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
When the options are exercised, the Company transfers the appropriate amount of shares to the employee. The
proceeds received net of any directly attributable transaction costs are credited directly to share capital (nominal
value) and share premium when the options are exercised.
2.17 Provisions
Provisions are recognised when a) the Group has a present legal or constructive obligation as a result of past
events, b) it is probable that an outflow of resources will be required to settle the obligation, c) and the amount
can be reliably estimated.
The provisions for restructuring costs include fines related to the premature ending of lease agreements,
personnel redundancies as well as provisions for restructuring activities that have been approved and
communicated by Management. These costs are recognised when the Group has a present legal or constructive
obligation. Personnel redundancies are expensed only when an agreement with the personnel representatives is
in place or when employees have been informed in advance for their redundancy.
Provisions are not recognised for future operating losses related to the Group’s ongoing activities.
When there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
In the case that a Group entity expects a provision to be reimbursed from a third party, for example under an
insurance contract, the reimbursement is recognised as a separate asset provided that the reimbursement is
virtually certain.
The Group entity recognises a provision for onerous contracts when the expected benefits to be derived from a
contract are less than the unavoidable costs of settling the obligations under the contract.
Provisions are measured at the present value of the expenditures that, according to the management’s best
estimations, are expected in order to settle the current obligation at the balance sheet date. The discount rate
used to determine the present value is a pre-tax rate that reflects current market assessments of the time value
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of money and the risks specific to the obligation. The increase in the provision due to the passage of time is
recognized as interest expense.
2.18 Revenue recognition
(i) Revenue from sale of goo
ds and sale of services
The Group recognises revenue, other than interest and dividend income and other such income from financial
instruments recognised in accordance with IFRS 9, upon transfer of promised goods or services to customers in
amounts that reflect the consideration to which the Group expects to be entitled in exchange for those goods or
services based on the following five step approach:
• Step 1: Identify the contracts with customers
• Step 2: Identify the performance obligations in the contract
• Step 3: Determine the transaction price
• Step 4: Allocate the transaction price to the performance obligations in the contract
• Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
(ii) Sales of goods
The Group manufactures and sells commercial refrigeration units (ICM segment) and packaging materials (glass
segment) for the beverage industry. Revenue from the sale of goods is recognised when control of the products
has transferred, being when the products are delivered to the customer, the customer has full discretion over the
channel and price to sell the products and there is no unfulfilled obligation that could affect the wholesaler’s
acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the
risk of obsolescence and loss have been transferred to the customer and either the customer has accepted the
products in accordance with the sales contract, the acceptance provisions have lapsed, or the group has objective
evidence that all criteria for acceptance have been satisfied.
The ICM units are often sold with retrospective volume discounts based on aggregate sales over a 12-month
period. Revenue is recognised based on the price specified in the contract, net of estimated volume discounts.
Accumulated experience is used to estimate and provide for the discounts, using the most probable value method,
and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A
refund liability (included in trade and other payables) is recognised for expected volume discounts payable to
customers in relation to sales made until the end of the reporting period. No element of financing is deemed
present as the sales are made with a credit term of 60 - 180 days, which is consistent with market practice.
The group’s obligation to repair or replace fully faulty commercial refrigerator units under the standard and
extended warranty terms is recognised as a provision.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is
unconditional because only the passage of time is required before the payment is due.
(iii) Sales of services
The ICM segment provides also logistic services, extended warranty services and refurbishment services under
fixed price contracts. Revenue from providing services is recognised over time in the accounting period in which
the services are rendered. Extended warranty revenue is recognised based on actual service provided at the end
of the reporting periods a proportion of the total services to be provided because the customer receives and uses
benefits simultaneously.
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In the case of logistics services and refurbishment where the contract includes a fee per unit, revenue is recognised
in the amount to which Frigoglass has a right to invoice.
Customers are invoiced on a monthly basis and consideration is payable when invoiced.
(iv) Interest income
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for financial assets that subsequently become credit impaired. For credit impaired financial assets,
the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).
Interest income is presented as finance income where it is earned from financial assets that are held for cash
management purposes. Any other interest income is included in other income.
(v) Dividend income
Dividend income is recognised as other income in profit or loss (whether relating to interim dividends or final
dividends) is recognised when the right to receive payment is established.
2.19 Dividend distribution
Dividends are recorded in the financial statements, as a liability, in the period in which they are approved by the
Annual Shareholder Meeting.
2.20 Government Grants
Grants from the government are recognized at their fair value where there is a reasonable assurance that the
grant will be received, and the Group entity will comply with all attached conditions.
Government grants relating to costs are deferred and recognized in the income statement over the period
corresponding to the costs they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in long-term liabilities
as deferred income and are credited to the income statement on a straight-line basis over the expected lives of
the related assets.
2.21 Leases
Information for leases where the Group is a lessee.
The group leases various offices, warehouses, equipment, and vehicles. Rental contracts are typically made for
fixed periods of 2 to 5 years but may have extension options as described below.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The
lease agreements do not impose any covenants other than the security interests in the leased assets that are held
by the lessor. Leased assets may not be used as security for borrowing purposes.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is
available for use by the group.
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period. The right of use asset is depreciated over the shorter of the asset’s useful life and the lease term
on a straight-line basis.
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Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate,
• amounts expected to be payable by the group under residual value guarantees
• the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of
the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.
Right-of-use assets are measured at cost comprising the following:
a) the amount of the initial measurement of lease liability
b) any lease payments made at or before the commencement date less any lease incentives received
c) any initial direct costs, and
d) restoration costs at the expense of the lessee in order to disassemble and remove the underlying asset, to
restore the premises where it has been located, or to restore the underlying asset to the condition provided by
the terms and conditions of the lease.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are
recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term
of 12 months or less. Low-value assets comprise IT equipment.
Extension and termination options are included in a number of property and equipment leases across the group.
These are used to maximize operational flexibility in terms of managing the assets used in the group’s operations.
The majority of extension and termination options held are exercisable only by the group and not by the respective
lessor.
Information for leases where the Group is a lessor
Lessors continue to classify leases as operating or finance leases.
Lease income from operating leases where the group is a lessor is recognised in income on a straight-line basis
over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount
of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The
respective leased assets are included in the balance sheet based on their nature.
Τhere were no instances whereby the Group was a lessor.
2.22 Non-curre
nt assets (or disposal groups) classified as held for sale and discontinued operations
Non-cu
rrent assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use and a sale is considered highly probable.
They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as
deferred tax assets, assets arising from employee benefits, financial assets and investment property that are
carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this
requirement.
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An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair
value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset
(or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not
previously recognised by the date of the sale of the noncurrent asset (or disposal group) is recognised at the date
of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they
are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are
presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as
held for sale are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-
ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively
with a view to resale. The results of discontinued operations are presented separately in the statement of profit
or loss.
2.23 New standards, amendments to standards and interpretations:
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for
periods beginning on or after 1 January 2022.
The Group’s evaluation of the effect of these new standards, amendments to standards and interpretations is as
follows:
None of the standards and interpretations issued is expected to have a significant effect on the Consolidated or the
Parent Company financial statements.
Standards and Interpretations effective for the current financial year
IFRS 16 (Amendment) ‘Covid-19-Related Rent Concessions’
The amendment extends the application period of the practical expedient in relation to rent concessions by one
year to cover rental concessions that reduce leases due only on or before 30 June 2022.
IAS 16 (Amendment) ‘Property, Plant and Equipment – Proceeds before Intended Use
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from
selling items produced while the entity is preparing the asset for its intended use. It also requires entities to
separately disclose the amounts of proceeds and costs relating to such items produced that are not an output of
the entity’s ordinary activities.
IAS 37 (Amendment) ‘Onerous Contracts – Cost of Fulfilling a Contract’
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The amendment clarifies that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract
and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before
a separate provision for an onerous contract is established, an entity recognises any impairment loss that has
occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.
IFRS 3 (Amendment) ‘Reference to the Conceptual Framework’
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in
order to determine what constitutes an asset or a liability in a business combination. In addition, an exception
was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is
clarified that the acquirer should not recognise contingent assets, as defined in IAS 37, at the acquisition date.
Annual Improvements to IFRS Standards 2018–2020
IFRS 9 ‘Financial instruments’
The amendment addresses which fees should be included in the 10% test for derecognition of financial
liabilities. Costs or fees could be paid to either third parties or the lender. Under the amendment, costs or fees
paid to third parties will not be included in the 10% test.
IFRS 16 ‘Leases’
The amendment removed the illustration of payments from the lessor relating to leasehold improvements in
Illustrative Example 13 of the standard in order to remove any potential confusion about the treatment of
lease incentives.
Standards and Interpretations effective for subsequent periods
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2 ‘Disclosure of
Acco
unting policies’ (effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to disclose their material accounting policy information and provide
guidance on how to apply the concept of materiality to accounting policy disclosures.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting
Estima
tes’ (effective for annual periods beginning on or after 1 January 2023)
The amendments clarify how companies should distinguish changes in accounting policies from changes in
accounting estimates.
IΑ
S 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single Transaction’ (effect
ive
for annual periods beginning on or after 1 January 2023)
The amendments require companies to recognise deferred tax on transactions that, on initial recognition, give
rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions
such as leases for the lessee and decommissioning obligations.
IAS 1 ‘Presentation of Financial Statements’ (Am
endments) (effective for annual periods beginning on or after 1
January 2024)
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● 2020 Amendment ‘Classification of liabilities as current or non-current’
The amendment clarifies that liabilities are classified as either current or non-current depending on the
rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the
entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers
to the ‘settlement’ of a liability. The amendment has not yet been endorsed by the EU.
● 2022 Amendment ‘Non-current liabilities with covenants’
The new amendments clarify that if the right to defer settlement is subject to the entity complying with specified
conditions (covenants), this amendment will only apply to conditions that exist when compliance is measured
on or before the reporting date. Additionally, the amendments aim to improve the information an entity
provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve
months after the reporting period.
The 2022 amendments changed the effective date of the 2020 amendments. As a result, the 2020 and 2022
amendments are effective for annual reporting periods beginning on or after 1 January 2024 and should be applied
retrospectively in accordance with IAS 8. As a result of aligning the effective dates, the 2022 amendments override
the 2020 amendments when they both become effective in 2024. The amendments have not yet been endorsed
by the EU.
IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’ (effective for annual periods beginning on or after
1 January 2024)
The amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction. Sale
and leaseback transactions where some or all the lease payments are variable lease payments that do not depend
on an index or rate are most likely to be impacted. An entity applies the requirements retrospectively back to sale
and leaseback transactions that were entered into after the date when the entity initially applied IFRS 16. The
amendment has not yet been endorsed by the EU.
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Note 3. Financial Risk Management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, commodity
price risk and interest rate risk), credit risk, liquidity risk and capital risk. The Group’s risk management programme
focuses on the volatility of financial markets and seeks to minimise potential adverse effects on the Group’s cash
flows.
Group Treasury carries out risk management under policies approved by the Board of Directors. Group Treasury
identifies, evaluates and hedges financial risks in close co-operation with the Group’s subsidiaries. The Board of
Directors has approved the Treasury Policy, which provides the control framework for all treasury and treasury-
related transactions. The Group Treasury does not perform speculative transactions or transactions that are not
related to the Group’s operations.
The below information with respect to risks relates to the Group prior to the restructuring as well as that which will
be relevant following the restructuring. For more details as regards the restructuring refer below and to Notes 2.1
4.1.6 and 26.
Frigoglass SAIC, with the completion of the Transaction and the Hive-Down, only holds a 15% minority investment
in Frigo DebtCo PLC (i.e., the recapitalized group) and will no longer be required to present consolidated financial
statements. As a result, the risks stated below will materially change. In each stated risk below, it is further
explained what will be relevant and applicable for Frigoglass SAIC going forward.
Market Risk
I) Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk on future transactions, recognised
monetary assets and liabilities that are denominated in currencies other than the local entity’s functional
currency.
To mitigate the exposure of our subsidiaries with functional currencies other than the euro to foreign currency
risk we use natural hedging by matching, to the maximum possible extent, revenue and expense cash flows in the
same currency in order to limit the impact of currency exchange rate movements. When natural hedging cannot
be achieved, we may use derivatives, mainly in the form of forward foreign exchange currency contracts. In some
cases when derivatives are either not accessible or at very high hedging cost, we may decide to allow our foreign
exchange exposure to remain unhedged. Recently, derivatives have not been used, only natural hedging of
exchange rate risks to the extent that this is feasible. Following the Russia-Ukraine conflict, the Group also closely
monitors exchange risks relating to Ruble-denominated transactions.
The following tables presents the sensitivity of the Group to reasonable possible shifts in exchange rates, based
on a historical volatility over a 12-months period. Calculations are based on each subsidiaries exposure of having
monetary assets and liabilities in currencies other than their functional currencies. The sensitivity analysis
determines the potential gains and losses in the income statement arising from the Group’s foreign exchange
positions as a result of the corresponding percentage increase and decrease in the Group’ foreign currencies
relative to the Euro and US dollar.
127
Exchange risk sensitivity 31 December 2021
EUR weakens
against local
currency
EUR strengthens
against local
currency
% historical
volatility over
a
12-month
period
(Gain)/loss in
income statement
€ million
(Gain)/loss in
income statement
€ million
USD/EUR
5.7%
0.3
-0.3
ZAR/EUR
13.1%
-1.9
1.9
NAIRA/EUR
8.1%
3.7
-3.6
RUB/EUR
10.0%
-0.5
0.5
INR/EUR
5.7%
-0.5
0.5
Other
0.1
-0.1
Total
1.2
-1.1
USD weakens
against local
currency
USD strengthens
against local
currency
% historical
volatility over
a
12-month
period
(Gain)/loss in
income statement
€ million
(Gain)/loss in
income statement
€ million
ZAR/USD
14.5%
-0.7
0.5
Other
0.1
-0.1
Total
-0.6
0.4
The exposure resulted mostly from the foreign currency exposure in cash balances (refer to Note 13) and the
exposure of borrowings presented below.
Following the Transaction described in detail in Note 26 Frigoglass SAIC will no longer present consolidated financial
statements. As such, Frigoglass SAIC will no longer be exposed directly to foreign currency risk. As a result, no table
analysis has been prepared for the year ended 31 December 2022.
II) Commodity price risk
31.12.2021
Euro 303.025
US Dollar 18.382
British pound sterling 75
Indian rupee 3.740
Total 325.222
128
The Group’s production costs are sensitive to the prices of certain raw materials used in the manufacturing process
of its products. The Group is primarily exposed to fluctuations in the prices of copper, steel, aluminium, plastics
and soda ash and have adopted policies to mitigate the risk of adverse volatility in the prices of such raw materials.
In particular, when we purchase raw materials, we negotiate discounts based on volume purchased. We keep
strategic inventory reserves at the supplier, at our plants and in finished goods, to guarantee availability. When
possible, we enter into annual, six-month or quarterly agreements with our suppliers so as to satisfy production
plans but at the same time permit adjustments if prices begin to decline and become more advantageous for us.
Following the Transaction described in detail in Note 26 Frigoglass SAIC will no longer present consolidated financial
statements. As such, it will no longer be exposed directly to commodity price risk.
III) Interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market interest rates
since the Group does not hold any interest-bearing assets other than short-term time deposits. Exposure to
interest rate risk on liabilities is limited to cash flow risk from changes in floating rates. The Group continuously
reviews interest rate trends and the tenure of financing needs. The Group’s policy is to minimize interest rate cash
flow risk exposures on long-term financing.
The exposure to interest rate risk on the Group’s income and cash flows from financing activities is set out below
with the relevant sensitivity analysis
In € 000's
Volatility of Interest
Rates (+/-)
Effect on Profit / <Loss>
before income tax
01.01.2021 - 31.12.2021
-EURO
1%
323
-USD
1%
184
-INR
1%
37
-GBP
1%
1
Total
545
Following the Transaction described in detail in Note 26 Frigoglass SAIC will no longer present consolidated financial
statements. As such, Frigoglass SAIC will only be exposed to the existing intercompany loans, which were
reorganized before the completion of the Transaction (27 April 2023), as explained in Notes 4.1.2 and 26. As a
result, a table analysis has not been prepared for the year ended 31 December 2022.
Credit risk
Credit risk arises from the Group’s cash and cash equivalents and its credit exposures to customers, including
outstanding receivables.
I) Risk management
Regarding banks and financial institutions, mainly independently rated parties with high quality credit credentials
are accepted.
In respect of outstanding trade receivables, the Group has policies in place to assess the credit quality of the
customer, taking into account its financial position, past experience, as well as other factors. Individual credit
limits are set, and compliance is regularly monitored by management. The Group's credit policy is determined by
the terms of payment that are stated on a case-by-case basis in each contract with a customer.
129
The Group has a significant concentration of credit risk with specific customers which comprise large international
Groups with high quality credit ratings. Refer below for the credit ratings of the customers.
With regards to Frigoglass SAIC, bank and financial institutions, mainly independently rated parties with high
quality credit credentials are accepted.
Following the Transaction described in detail in Note 26 Frigoglass SAIC will no longer present consolidated financial
statements. As such, Frigoglass SAIC will not be exposed to any risk, since the existing intercompany receivables,
were reorganized before the completion of the Transaction (27 April 2023), as explained in Notes 4.1.2 and 26.
II) Security
For some trade receivables the Group may purchase credit guarantee insurance cover.
III) Impairment
Trade receivables
The Group has only one type of financial assets that are subject to the expected credit loss model that is trade
receivables for sales of goods and from the provision of services.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates.
The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation,
based on the Group’s past experience, existing market conditions as well as forward looking estimates at the end
of each reporting period.
Management has assessed receivable balances of subsidiaries and has determined that these receivables do not
require an impairment provision. The analysis of the provision is presented in Note 11.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9. Based on this approach, the
Group recognizes expected life losses on expected receivables. The calculation is done on an individual basis.
Expected loss rates are based on the sales payment profile and the corresponding historical credit losses. The
failure of the customer to pay after 180 days from the invoice due date is considered a default, except in specific
cases.
Following the Transaction described in detail in Note 26 Frigoglass SAIC will no longer present consolidated financial
statements. As such, Frigoglass SAIC will not be exposed to any risk, since the existing intercompany receivables,
were reorganized before the completion of the Transaction (27 April 2023), as explained in Notes 4.1.2 and 26.
Trade debtors: Credit rating (S&P
rating)
Consolidated Parent Company
31.12.2021 31.12.2021
CCH Group (BBB+) 11.427 1.179
CCEP Gr
oup (BBB+) 1.023 -
Other Coca-Cola bottlers (N/A) 5.978 -
Diageo -Guinness Group (Α-) 4.121 -
Heineken Group (BBB+) 5.744 428
Pepsi Group (A+) 8.008 -
Other (N/A) 30.807 268
Total
67.108 1.875
130
Liquidity risk
The Group actively manages liquidity risk to ensure there is adequate cash reserves and available funding, through
committed and uncommitted banking facilities, to meet its obligations when due. For information relating to the
undrawn banking facilities refer to Note 15.
Group Treasury manages liquidity risk also by maintaining access to the debt and equity capital markets, and by
continuously monitoring working capital and forecasted and actual cash flows.
As noted previously, following the restructuring Frigoglass SAIC will no longer present consolidated financial
statements and holds a 15% minority investment in Frigo DebtCo PLC. As stated in Notes 4.1.2. and 26, the
intercompany loan payable has been partially offset against the intercompany receivables and the net
intercompany loan balance was fully settled through a reduction of the share capital of FHBV. Additionally, as part
for the Transaction and the Hive-Down, FHBV has agreed to provide a series of indemnities to support Frigoglass
SAIC’s solvency and liquidity going forward up to 31 December 2026, as described in Note 2.1. As a result of this
the risk of liquidity is mitigated and no table has been prepared for the year ended 31 December 2022.
Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders as well as maintain an optimal
capital structure to reduce the cost of capital. The Group maintains a credit rating with S&P Global Ratings and
Moody’s Investor Service.
The Lock-up Agreement (as amended from time to time) mentioned in Note 26 included a provision that for the
duration of the Lock-up Agreement and in accordance with the terms of the Lock-up Agreement, the Noteholder
Committee, agreed to forbear from exercising any rights against the Group that they would otherwise be entitled
to exercise as a result of the non-payment of the 1 February 2023 coupon with respect to the 2025 Notes.
The Event of Default under the trust deed governing the Bridge Notes occurred on 28 February 2023, the date on
which FHBV and FFBV did not repay the principal amount of, and the accrued interest related to the Bridge Notes
131
which became due on that date. Such an Event of Default triggered the commencement of the implementation of
the Transaction as described in Note 26.
The 2025 Notes were cancelled as a result of the Transaction. The Bridge Notes have been repaid through the
proceeds of the New Super Senior Notes. The Lock-up Agreement expired on the Implementation date (Transaction
described in Note 26).
Following the Transaction Frigoglass SAIC will no longer present consolidated financial statements and only holds a
15% minority investment in Frigo DebtCo PLC.
Frigoglass SAIC has an equity position of €1,9m for the year ended 31 December 2022 and, therefore, is lower
than half (1/2) of the share capital. As a consequence, the requirements of article 119 of Law 4548/2018 are
applicable.
132
Note 4. Critical Accounting Estimates and Judgements
Management makes estimates and judgments in order to select the most appropriate accounting principles taking
into consideration the future outcome of events and transactions. Estimates and judgments are continually
evaluated and are based on historical experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances.
Although these estimates and judgements are based on management’s knowledge of current events and actions
that may be undertaken in the future, actual results may ultimately differ from estimates
4.1 Critical accounting estimates and assumptions
The key items concerning the future and other key sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are described below:
4.1.1 Income Taxes
The Group is subject to income taxes in numerous jurisdictions. There are many transactions and calculations for
which the ultimate tax determination cannot be assessed with certainty in the ordinary course of business.
Significant judgement is required by the Group Management in determining the group provision for income taxes,
based on assessment of the probabilities as to whether additional taxes will be due. If the final tax outcome is
different from the amounts that were initially recorded, such differences will impact the income tax and deferred
tax.
4.1.2. Estimated impairment of investments
The Group’s investments in subsidiaries are tested whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value
less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units). At the year end, the Company has an investment in
Frigoinvest Holdings B.V., which holds the Group’s subsidiaries in the ICM and Glass segments which represent
the two identifiable, separate cash generating units.
As a result of the deterioration of the macroeconomic environment, the fire incident at the Group’s Commercial
Refrigeration manufacturing facility in Romania and the ongoing Russia-Ukraine conflict the Group experienced
significant liquidity issues adversely impacting its ability to meet its short to medium term debt repayment
obligations.
Frigoglass, with the support of its legal and financial advisors, proceeded to review and assess its financial and
strategic options in order to improve the Group’s capital structure and secure additional liquidity. As described in
detail in Notes 2.1, 4.1.6. and 26, the Group obtained bridge financing from the Noteholder Committee, which
resulted in the issuance of the Bridge Notes, as further explained in Note 15.
Before the implementation of the Transaction and the Hive-Down, which are described in detail in Notes 4.1.6.
and 26, the intercompany balances of the Group, including those at Frigoglass SAIC, were reorganized. As a result
of such reorganization, Frigoglass SAIC had a net intercompany loan balance towards FHBV of €51.4m. In April
2023, FHBV undertook a reduction in its share capital of an amount equivalent to the intercompany loan balance
owed by Frigoglass SAIC, which also reduced the cost of investment in FHBV by an equivalent amount. Following
133
this reduction, the cost of investment of Frigoglass SAIC into FHBV was €8.6m. Taking this under consideration
and in light of the Transaction overall, management concluded that the recoverable amount of the investment in
FHBV should be written down.
As a result, an impairment of €8.6m has been recorded. Refer to Note 9.
4.1.3. Estimation of useful lives of fixed assets
The Group assesses on an annual basis, the useful lives of its property, plant and equipment and intangible assets.
These estimates take into account the relevant operational facts and circumstances, the future plans of
Management and the market conditions that exist as at the date of the assessment.
4.1.4. Estimated impairment of property, plant & equipment and right of use assets
The Group’s property, plant and equipment is tested for impairment when indications exist that its carrying value
may not be recoverable. The recoverable amount of property, plant & equipment is determined under IAS 36 at
the higher of its value in use and fair value less costs of disposal. When the recoverable amount is determined on
a value in use basis, the use of assumptions is required. The value in use calculation used to determine the
recoverable amount is based on financial budget approved by management covering a one-year period and cash
projections for four additional years, taking into account management’s estimates and judgments regarding the
future results of the cash-generating unit. These estimates and judgments include assumptions about revenue
growth rates, direct costs, and discount rates.
The geopolitical situation in Eastern Europe intensified in February 2022, with the conflict between Russia and
Ukraine. Large-scale economic sanctions have been imposed on Russia by the US, the UK, and the EU as well as
other countries and counter sanctions have been imposed by the Russian government in response. The tension
and the conflict are increasingly affecting the global economy and exacerbating ongoing economic challenges
resulting in high inflation rates and supply-chain disruptions. Moreover, the demand in Russia is declining as
customers are reducing coolers’ placements. In addition and given the extent and ongoing duration of the conflict,
Frigoglass Eurasia LLC is facing supply chain disruptions on movements of products and the imports of raw
materials and is putting appropriate plans in place to maintain its operation in the country. From January 2023
Frigoglass Eurasia LLC is not allowed to export coolers towards European market due to EU sanctions.
As a result, the Group proceeded with an impairment test of the Russian cash-generating unit’s recoverable
amount. The recoverable amount was determined based on value in use calculations considering management’s
best estimates and judgments regarding the future results of the cash-generating unit by taking into consideration
the key impacts from the conflict. It is noted that the subsidiary in Russia has export activity and does not serve
only the local (Russian) market.
As a result of this exercise an impairment of €0.6million has been recorded. Refer to Note 6 for more information.
The calculations used cash flow estimates based on financial budgets approved by Management covering a one-
year period and cash flow projections for four additional years, taking into account management’s objective
estimates and judgments regarding the future results of the cash-generating. These estimates and judgments
include assumptions about revenue growth rates, direct costs and discount rates. Management incorporated the
key impacts from the conflict in the aforementioned model.
A sensitivity analysis was performed, and Management concluded that the recoverable amount is highly sensitive
in changes in the key assumptions.
134
As part of the Hive-Down Agreement explained in Note 26 the Company is obliged to make reasonable effort to
sell the only property that it owns after the Implementation Date. This relates to the former production plant in
Kato Achaia, consisting of both owned land and the building. The amount to be collected from the sale will be
transferred to Frigoinvest Holdings B.V., that will be part of the new Group. Frigoinvest Holdings B.V. will
undertake responsibility to cover the Company for any maintenance costs and any other obligations regarding the
property until the date of its sale to third parties. Since the amount to be collected after the sale, will be
transferred to FHBV (based on the Hive Down Agreement), management concluded that an impairment charge of
€ 1.3 m should be recognised as at 31 December 2022. For more information refer to Notes 6, 20, 26 and 33.
4.1.5. Export Expansion Grants Receivables
A significant component of the Export Expansion Grants receivable, in Nigeria have been outstanding for more
than 1 year and it is expected that they will be settled through Promissory Notes (PNs) to be issued by Debt
Management Office (DMO). Management does not expect any losses from the non-recoverability of these grants,
since the majority of the outstanding EEG claims of Beta Glass PLC., for the period 2007-2020, were settled through
the issuance of PNs in February 2023. For more information refer to Note 12.
4.1.6. Going concern basis of accounting
In 2021 and 2022, the Group experienced a recovery from the COVID-19 pandemic as evidenced by its sales
growth (refer to Notes 5 and 33).
On June 5, 2021, a fire incident occurred at the Group’s commercial refrigeration manufacturing facility in
Timisoara, Romania. The fire caused severe damage, primarily to the plant’s production area affecting part of the
building installations, machinery and inventories located in the production area. The total damage relating to the
destroyed tangible assets and inventories is evaluated (net book value) at €13.4 million. Frigoglass reached a
definitive agreement with the co-insurance scheme, which had underwritten the insurance coverage in relation
to the fire incident, for an aggregate net compensation amount of €61.6 million related to the property damage
(€42 million compensation) and business interruption claims (€19.6 million compensation). The entire amount has
already been received from the insurance companies. For more information, please refer to Notes 18 and 20 of
these Financial Statements. The facility is operational from March 2023.
The increased tension between Russia and Ukraine led to a conflict in February 2022. Economic sanctions have
been imposed on Russia by the US, the UK and the EU as well as other countries and counter sanctions have been
imposed by the Russian government in response. Frigoglass operates a production facility in Russia through its
Commercial Refrigeration subsidiary, Frigoglass Eurasia LLC (“Frigoglass Eurasia”). As noted previously, Frigoglass
Eurasia in 2021 and 2022 represented the Group’s main production facility in Europe following the fire incident in
the Romanian plant in June 2021.
The above, combined with the ongoing macroeconomic uncertainty stemming from the Russia-Ukraine conflict,
has led to Frigoglass experiencing severe liquidity issues that had an impact on its ability to meet its short to
medium term financial obligations.
To address this, management obtained approval from the Board on 17 March 2022 to appoint financial and legal
advisors to assist in improving the Group’s capital structure and securing additional liquidity. The only viable
source of funding proved to be the Noteholder Committee, which subscribed for the Bridge Notes as further
explained in Notes 15 and 26. The Bridge Notes were refinanced as part of the Transaction.
For information regarding the sequence of events up to the Hive-Down refer to Note 26.
135
On and following to the implementation of the Transaction, Frigoglass SAIC transferred to Frigoglass Services
Single Member SA (FHBV subsidiary) substantially all of its assets and liabilities (the “Hive-Down”) in consideration
for a 15% equity stake in Frigo DebtCo PLC as well as receipt of a series of indemnities to support Frigoglass’
solvency and liquidity going forward.
The Hive-Down was approved by the General Meeting of Shareholders of Frigoglass, on 28 March 2023, according
to article 23 of law 4706/2020. Following the implementation of the Transaction and the Hive-Down, the activities
of Frigoglass SAIC are limited to holding company activities related to its 15% equity stake in Frigo DebtCo PLC
and, thus the recapitalized group, with the remaining 85% being held by Frigo NewCo 1 Limited, a private liability
company incorporated in England and Wales. 95% of the share capital of Frigo NewCo 1 Limited has been
distributed pro rata to 2025 Noteholders with the remaining 5% of the share capital distributed to 2025
Noteholders who elected to purchase the New Super Senior Notes.
As of the date of approval of these financial statements, with respect to the FHBV sub-group, certain of its former
Noteholders (or their affiliates), who, following the implementation of the Transaction, are now among the
shareholders of Frigo DebtCo PLC, have demonstrated their commitment by providing €75 million in liquidity to
the FHBV sub-group by subscribing for the New Senior Secured Notes, that has been and will be used by the FHBV
sub-group to support its solvency. In addition, and as a result of the Transaction, the debt of the FHBV sub-group
has been reduced by €110 million (before the incurrence of the New Super Senior Notes). However, as the
Transaction was implemented on 27 April 2023, the management and the board of directors of Frigo DebtCo PLC
have still to finalise and implement the business plan of the recapitalised FHBV sub-group, therefore a going
concern uncertainty continues to exist with respect to the sub-group.
For Frigoglass SAIC, the parent entity as of 31 December 2022, the Board of Directors and management have
concluded that, as of the date of approval of these financial statements, no significant going concern uncertainty
exists. The Transaction and the Hive-Down have been implemented on 27 April 2023 and Frigoglass SAIC has been
discharged from the obligations stemming from the Bridge Notes and the 2025 Notes. In addition, FHBV will cover
the annual operating costs of the Company up to a capped reasonable amount until 31 December 2026. In
addition, FHBV will provide certain indemnity to the Company, the Company's management and the members of
the Company’s Board of Directors, for any claims and liabilities (including expenses) that may arise from the
Transaction and the Hive-Down and will also provide indemnity up to a capped amount to the Company for any
unknown past tax liabilities.
4.2 Critical judgements in applying the entity’s accounting policies
The Group proceeded with the restructuring of its indebtedness, with its key stakeholders, including its largest
shareholder, and the holders of the existing 2025 Notes. The Noteholders and the management of Frigoglass SAIC
jointly negotiated the terms of the restructuring. Therefore, the various activities and steps stemming from the
restructuring were linked and accounted for as one transaction to reflect the substance of the restructuring, rather
than its legal form. Refer to Notes 26 and 33 for more information.
As a result of the restructuring the Group reclassified the assets and liabilities of the Group and Frigoglass SAIC,
that form part of the restructuring but with certain exceptions, to “held for sale” in accordance with IFRS 5 (refer
to Note 33). In distinguishing between the assets and liabilities pertaining to continuing operations and those
pertaining to discontinued operations judgment had to be applied.
All assets and liabilities exclusively pertaining to one cash generating unit were allocated to that unit. In all other
cases a critical assessment was conducted as to whether it could be reasonably expected that the asset or liability
136
concerned would be transferred in the restructuring. For Frigoglass SAIC, those assets and liabilities that were
allocated as “held for sale” were those for which legal transfer was possible under the applicable legal rules.
Judgement also had to be applied to determine whether, as of 31/12/2022 the Noteholders obtained control of
FHBV and its subsidiaries.
The Lock-up Agreement of 5 December 2022, as subsequently amended, merely provided a framework for the
Transaction, a roadmap to the orderly transfer of the control of the FHBV operating group to the Noteholders
(either the holders of the Bridge Notes or the Senior Secured Notes due 2025).
Based on the management’s assessment in respect of indicators of control:
• No default had occurred as of 31/12/2022 on any of the issued notes.
• The Noteholders did not have a contractual right to appoint or remove directors nor veto the management
team’s operational decisions.
• The existing management team and directors remained in place until the completion of the Transaction.
After the completion of the transaction, the management team will be transferred over to the new Group.
• The Noteholders have not guaranteed management’s compensation. At the same time, they have
provided sufficient funding (via the Bridge Notes) to ensure the operating activities of the Group continue
until the completion of the Transaction, including the payment of management’s compensation.
• The Noteholders neither had any contractual rights that could be considered as participating decisions
nor could veto participating decisions. The Lock-up Agreement did not provide for their consent to be
given in respect of “participating decisions”. More specifically, the approval rights of the Noteholders in
the Lock-up Agreement were primarily protective in nature.
• The Noteholders did not have any other then exercisable rights e.g., warrants, options etc.
Therefore, based on management’s assessment, as of 31 December 2022 the Noteholders did not have power to
make decisions over the relevant activities of FHBV and its operating subsidiaries that would affect their variable
returns, and therefore Frigoglass SAIC as of that date controlled FHBV and its subsidiaries.
There are no other significant areas that Management required to make critical judgements in applying accounting
policies.
137
FRIGOGLASS S.A.I.C.
in € 000's
Note 5 - Segment Information
A) Analysis per business segment
i) Income statement continuing operations
ICM
Operations
Glass
Operations
Total
ICM
Operations
Glass
Operations
Total
Net impairment losses (1.294) - (1.294) - - -
Operating Profit / (Loss) (3.060) - (3.060) (1.
652) - (1.652)
Finance costs (184) - (184) (103) - (103)
Profit / (Loss) before income tax (3.244) - (3.244) (1.755) - (1.755)
Income tax expense (135) - (135) (116)
- (116)
Profit/(Loss) for the period (3.379) -
(3.379) (1.871) - (1.871)
Profit/(Loss) to shareholders (3.379) -
(3.379) (1.871) - (1.871)
Depreciation 668 - 668 667 - 667
Adjusted EBITDA (Note 23) (1.098) - (1.098) (985) - (985)
A) Analysis per business segment
ii) Income statement discontinued
operations
ICM
Operations
Glass
Operations
Total
ICM
Operations
Glass
Operations
Total
Timing of revenue recognition
At a point in time 241.937 163.997 405.934 220.730 105.755 326.485
Over time 67.373 - 67.373 57.783 - 57.783
Total Revenue from contracts with customers 309.310 163.997 473.307 278.513 105.
755 384.268
Impairment of tangible assets (600) - (600) - - -
Operating Profit / (Loss) (349) 26.603 26.254 11.796 20.817 32.613
Finance costs (35.659) (1.956) (37.615) (27.644) 2.459 (
25.186)
Finance income 83 1.046 1.129 24 534 558
Profit / (Loss) before Ιincome Τax, Fire and
Restructuring Costs
(35.924) 25.693 (10.231) (15.824) 23.810 7.986
(Losses) / Gains from Fire and Restructuring (2.012) - (2.012) 6.836 - 6.836
Profit / (Loss) before income tax (37.937) 25.693 (12.244) (8.988) 23.810 14.822
Income tax expense (3.110) (7.528) (10.637) (4.658) (7.694) (12.352)
Profit/(Loss) for the period (41.047) 18.166
(22.881) (13.645) 16.116 2.470
Profit/(Loss) to shareholders (40.345) 11.891
(28.454) (13.352) 9.548 (3.804)
Depreciation 7.446 10.544 17.990 9.667 7.942 17.609
Adjusted EBITDA 7.697 37.147 44.844 21.463 28.759 50.223
Notes to the Financial Statements
The Group's CEO and Executive Committee, examine the Group's performance both from a product and geographic perspective and
have identified two reportable segments of its business:
For the classification relating to continuing and discontinued operations refer to Notes 26 and 33.
The Group’s finance department is organized by segment for effective financial control and performance monitoring. Management
monitors the operating results of its business segments separately for the purpose of making decisions, allocating resources and
assessing performance. Segment performance is evaluated based on earnings before interest, taxes, depreciation, amortization,
impairment and fire cost/income (Adjusted EBITDA).
31.12.2021
31.12.2022
Year ended
Year ended
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns
that are different from those of other business segments.
1) ICM: The Group manufactures and sells Ice-Cold Merchandises (ICMs) and provides integrated after-sales customer service for its
products and a rage of cold-drink equipment through Frigoserve
2) Glass: The Group manufactures and sells glass containers, plastic crates and metal crowns.
Year ended
Year ended
31.12.2022
31.12.2021
138
FRIGOGLASS S.A.I.C.
in € 000's
Note 5 - Segment Information (continued)
ICM
Operations
Glass
Operations
Total
11,1% 55,1% 23,2%
-103,0% 27,8% -19,5%
-64,1% 29,2% -10,7%
iii) Statement of Financial Position
ICM
Operations
Glass
Operations
Total
ICM
Operations
Glass
Operations
Total
Total assets held for sale 255.400 176.892
432.292
- -
-
Total assets 2.251 -
2.251
248.667 155.794
404.
461
Total liabilities associated with assets held for
sale
504.182 48.630
552.812
- -
-
Total liabilities 3.375 -
3.375
466.106 24.118
490.
224
Capital expenditure (Notes 6 & 8)
32.828 15.329
48.157
5.244 8.880
14.124
Year ended
31.12.2022
Period ended
31.12.2021
Segment assets and liabilities are measured in the same way as in the financial statements. These assets and liabilities are allocated
based on the operations of each segment and the physical location of the asset.
Capital expenditure relates to discontinued operations and assets held for sale.
Commercial Refrigeration (ICM): Sales increased by 11,1% to €309.3 million, mainly driven by solid demand in Asia reflecting high
orders in India and market share gains in central Asia. Orders in West Europe and Africa were higher driven by Coca Cola bottlers. Sales
were supported by higher Frigoserve related sales, price increases and lower volume related discounts. These were partly offset by a
decline in East Europe reflecting Russia’s soft market and disruptions in deliveries.
Glass Operations: Sales increased by 55.1% to €164 million. The growth reflects solid demand across all operations coupled with
pricing initiatives to absorb cost. Sales were supported by favourable Naira/Euro rate.
Commercial Refrigeration (ICM):
Adjusted EBITDA decreased by 64.1% at €7.7 million. Adjusted EBITDA was impacted primarily due to
raw materials and transportation cost increase, lower cost absorption (due to light assembly line (SKD) in Romania), higher idle cost,
receivables write off for customers in Ukraine and a less favourable geographical mix. These factors were partly offset by pricing,
volume growth, lower discounts, Frigoserve’s improved performance as well as Business Interruption (Adjusted EBITDA includes 14 m
related to Business Interruption claim).
Glass Operations: Adjusted EBITDA increased by 29.2% to €37.1 million, mainly driven by volume growth. Pricing and improved cost
absorption more than offset higher production and energy cost. Adjusted EBITDA was also supported by the favourable Naira/Euro
rate.
There are no sales between the segments
Total Revenue from contracts with customers
Notes to the Financial Statements
Total Revenue from contracts with customers - discontinued operations
Adjusted EBITDA - discontinued operations
Operating Profit / (Loss)
Adjusted EBITDA
% Variance
31.12.2022 vs 31.12.2021
139
FRIGOGLASS S.A.I.C.
in € 000's
Note 5 - Segment Information (continued)
31.12.2022 31.12.2021
ICM Operations :
East Europe 116.264 134.702
West Europe 79.976 68.437
Africa / Middle East 48.111 36.266
Asia 64.959 39.108
Total
309.310 278.513
Glass Operations :
Africa 163.997 105.755
Total 163.997
105.755
Total Revenue from contracts with customers
East Europe 116.264 134.702
West Europe 79.976 68.437
Africa / Middle East 212.108 142.021
Asia 64.959 39.108
Consolidated
473.307 384.268
31.12.2022 31.12.2021
ICM Operations :
West Europe 7.738 6.995
Total Revenue from contracts with customers
7.738 6.995
31.12.2022 31.12.2021
ICM Operations :
East Europe 30.574 3.685
West Europe 1.030 938
Africa 530 398
Asia 694 223
Total
32.828 5.244
Glass Operations:
Africa 15.329 8.880
Total 15.329
8.880
Consolidated
48.157 14.124
Parent Company
Year ended
B) Revenue from contracts with customers per geographical area
(based on customer location) - discontinued operations
Consolidated
Notes to the Financial Statements
The basis of allocation to geographical segments is based on the physical
location of the asset.
Frigoglass (the “Group”) is a supplier of Ice-Cold Merchandisers (ICMs). The demand for these products is seasonal. Therefore, the
Group generally records higher revenues during the first and second quarters of the year.
B) Revenue from contracts with customers per geographical area
(based on customer location) - discontinued operations
Consolidated
Period ended
C) Capital expenditure per geographical area - assets held for sale
Year ended
140
FRIGOGLASS S.A.I.C.
in € 000's
Note 6 - Property, Plant and Equipment
Land
Buildings and
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
and other
equipment
Assets under
construction
Total
Cost
Balance at 01.01.2022 4.629 56.098 161.550 4.517 8.439 3.769 239.002
Additions - 1.892 8.067 701 1.328 35.203 47.191
Cost of assets impaired (303) (8.717) - - - - (9.020)
Disposals - (5) (478) (202) (568) - (1.253)
Write off - - (2.523) (20) (239) (2.782)
Transfer from/to - 866 2.442 140 168 (3.616) -
Foreign currency translation 4 (384) (3.237) (129) (44) (648) (4.438)
Cost of assets classified as held for sale (Note
33)
(4.330) (49.750) (165.821) (5.007) (9.084) (34.708) (268.700)
Balance at 31.12.2022 - - - - - - -
Accumulated Depreciation
Balance at 01.01.2022 - 29.820 105.118 3.569 6.634 - 145.141
Depreciation charge - 1.774 11.932 544 986 - 15.236
Disposals - (3) (448) (200) (558) - (1.209)
Write off - - (2.491) (20) (225) - (2.736)
Accumulated depreciation of assets impaired - (7.726) - - - - (7.726)
Impairment charge - - 600 - - - 600
Foreign currency translation - (16) (2.402) (87) (16) - (2.521)
Accumulated depreciation of assets classified as
held for sale (Note 33)
- (23.849) (112.309) (3.806) (6.821) - (146.785)
Balance at 31.12.2022 - - - - - - -
Net book value at 31.12.2022 - - - - - - -
18.6%
11.1% - 18.6%
1,0%
Consolidated
Assets under construction at 31 December 2022, include the purchase for machinery and the rebuilding of the factory in the Group's subsidiary in
Romania.
Τhe major variance derives from the depreciation of the Naira against the Euro.
Impairment assessment has been performed for those cash-generating units (CGUs) with an indication that their carrying amount exceeds their
recoverable amount.
Impairment charge - discontinued operations - assets held for sale
Notes to the Financial Statements
For 2022, additions of €6.8 million in machinery technical installation relate mostly to the purchase of equipment for the Group's subsidiaries in Nigeria
and Romania.
The recoverable amount of each cash-generating unit was determined through a value-in-use calculation. That calculation uses cash flow projections
based on financial budgets approved by management covering a one-year period and cash projections for four additional years.
Growth rate in perpetuity:
Subjective estimates and judgements by management about the future results of the CGU were included in the above calculation. These estimates and
judgements include assumptions surrounding revenue growth rates, direct costs, and discount rates.
The following table sets out the key assumptions for the calculation of the Value in Use:
Due to adverse operating results due to the geopolitical situation in Eastern Europe intensified in February 2022, with the conflict between Russia and
Ukraine, an impairment assessment at 31.12.2022, was carried out, using the assumptions stated above, which resulted to impairment loss of € 0.6 m.
for Frigoglass Eurasia LLC.
ICM segment: Frigoglass Eurasia LLC
After - Tax discount rate:
Gross margin pre Depreciation:
Impairment charge - continuing operations
The impairment charge of € 1.3 m. relates to the former production plant in Kato Achaia, consisting of both owned land and the building. As part of the
Hive-Down Agreement explained in Note 26 the Company is obliged to make reasonable effort to sell the only property that it owns after the
implementation date of the Transaction. Since the amount to be collected after the sale, will be transferred to FHBV (based on the Hive Down
Agreement), management concluded that an impairment charge is to be recognised as at 31 December 2022. For more information refer to Notes 26
and 33.
141
FRIGOGLASS S.A.I.C.
in € 000's
Note 6 - Property, Plant and Equipment (continued)
Land
Buildings and
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
and other
equipment
Assets under
construction
Total
Cost
Balance at 01.01.2021 4.408 58.444 174.625 4.446 8.989 26.070 276.982
Additions - 701 5.882 247 809 5.249 12.888
Disposals - (5) (9.570) (246) - - (9.821)
Write off due to fire (Note 20)
- (4.313) (32.044) (77) (1.455) (65) (37.954)
Write off - - (1.738) - (45) - (1.783)
Transfer from/to - 1.004 25.129 268 49 (26.450) -
Foreign currency translation 221 267 (734) (121) 92 (1.035) (1.310)
Balance at 31.12.2021 4.629 56.098 161.550 4.517 8.439 3.769 239.002
Accumulated Depreciation
Balance at 01.01.2021 - 29.980 129.673 3.490 7.141 - 170.284
Depreciation charge - 1.731 10.730 450 727 - 13.638
Disposals - (1) (9.564) (247) - - (9.812)
Write off due to fire (Note 20) - (2.053) (23.594)
(35) (1.288) - (26.970)
Write off - - (1.731) - (43) - (1.774)
Foreign currency translation - 163 (396) (89) 97 - (225)
Balance at 31.12.2021 - 29.820 105.118 3.569 6.634 - 145.141
Net book value at 31.12.2021 4.629 26.278 56.432 948 1.805 3.769 93.861
Τhe major variance derives from the depreciation of the Naira against the Euro.
Construction in progress as at 31.12.2021 mainly relates to the upgrade of machinery and building equipment also the purchase of new one.
Notes to the Financial Statements
Pledged assets are described in detail in Note 15 - Borrowings.
Consolidated
142
FRIGOGLASS S.A.I.C.
in € 000's
Note 6 - Property, Plant & Equipment (continued)
Land
Building and
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
and
fixtures
Total
Cost
Balance at 01.01.2022 303 9.042 - - 547 9.892
Additions - - - - 135 135
Cost of assets impaired (303) (8.717) - - - (9.020)
Cost of assets classified as held for sale (Note
33)
- (325) - - (682) (1.007)
Balance at 31.12.2022
- - - - - -
Accumulated Depreciation
Balance at 01.01.2022 - 7.471 - - 315 7.786
Depreciation charge - 344 - - 118 462
Accumulated depreciation of assets impaired - (7.726) - - - (7.726)
Accumulated depreciation of assets classified
as held for sale (Note 33)
- (89) - - (433) (522)
Balance at 31.12.2022 - - - - - -
Net book value at 31.12.2022 - - - - - -
Land
Building and
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
and
fixtures
Total
Cost
Balance at 01.01.2021 303 8.962 1.710 - 509 11.484
Additions - 80 - - 38 118
Write-off - - (1.710) - - (1.710)
Balance at 31.12.2021 303 9.042 - - 547 9.892
Accumulated Depreciation
Balance at 01.01.2021 - 7.128 1.710 -
199 9.037
Depreciation charge - 343 - - 116 459
Write-off - - (1.710) - - (1.710)
Balance at 31.12.2021 - 7.471 - - 315 7.786
Net book value at 31.12.2021 303 1.571 - - 232 2.106
Notes to the Financial Statements
Parent Company
Parent Company
Impairment charge - continuing operations
The impairment charge of € 1.3 m. relates to the former production plant in Kato Achaia, consisting of both owned land and the
building. As part of the Hive-Down Agreement explained in Note 26 the Company is obliged to make reasonable effort to sell the only
property that it owns after the implementation date of the Transaction. Since the amount to be collected after the sale, will be
transferred to FHBV (based on the Hive Down Agreement), management concluded that an impairment charge is to be recognised as
at 31 December 2022. For more information refer to Notes 26 and 33.
143
FRIGOGLASS S.A.I.C.
in € 000's
Note 7 - Right-of-use Assets and Lease Liabilities
A) Amounts recognised in the Statement of Financial Position
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Buildings and technical works 2.546 3.166 501 679
Furniture and fixtures - - - -
Motor vehicles 500 544 203 279
Transfer to assets classified as held for sale
(Note 33)
(2.342) - - -
Total 704 3.710 704 958
Lease liabilities
Non current - 3.745 - 658
Current 4.091 1.274 762 366
Transfer to liabilities directly associated with
assets classified as held for sale (Note 33)
(3.329) - - -
Total 762 5.019 762 1.024
Additions during the year 1.929 1.856 118 46
B) Amounts recognised in the Income Statement
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Buildings and technical works 1.968 1.782 201 193
Furniture and fixtures - - - -
Motor vehicles 565 500 162 126
Total 2.533 2.282 363 319
Relates to:
Continuing operations 363 319 363 319
Discontinued operations 2.170 1.963 - -
Interest expense ( Note 19 ) 453 272 50 69
Relates to:
Continuing operations 50 69 50 69
Discontinued operations 403 203 - -
Notes to the Financial Statements
Right-of-use assets
Consolidated
Parent Company
Depreciation
Consolidated
Parent Company
144
FRIGOGLASS S.A.I.C.
in € 000's
Note 8 - Intangible assets
Development
costs
Software
Assets under
construction
Total
Cost
Balance at 01.01.2022 17.820 9.690 6.670 34.180
Additions 118 219 629 966
Transfer to / from 552 58 (610) -
Foreign currency translation (27) (22) (6) (55)
Cost of assets classified as held for sale (Note 33) (18.463) (9.945) (6.683) (35.091)
Balance at 31.12.2022 - - - -
Accumulated Amortisation
Balance at 01.01.2022 14.759 8.225 - 22.984
Amortisation charge 1.343 581 - 1.924
Foreign currency translation (28) (22) - (50)
Accumulated depreciation of assets classified as held
for sale (Note 33)
(16.074) (8.784) - (24.858)
Balance at 31.12.2022 - - - -
Net book value at 31.12.2022 - - - -
Development
costs
Software
Assets under
construction
Total
Cost
Balance at 01.01.2021 17.542 9.215 5.981 32.738
Additions 134 413 689 1.236
Write - off (12) - - (12)
Foreign currency translation 156 62 - 218
Balance at 31.12.2021 17.820 9.690 6.670 34.180
Accumulated Amortisation
Balance at 01.01.2021 13.212 7.536 - 20.748
Amortisation charge 1.465 627 - 2.092
Foreign currency translation 82 62 - 144
Balance at 31.12.2021 14.759 8.225 - 22.984
Net book value at 31.12.2021 3.061 1.465 6.670 11.196
Notes to the Financial Statements
Assets under construction relate to the implementation of the SAP project.
Assets under construction are allocated to assets held for sale and relate to the implementation of the SAP project.
Pledged assets are described in detail in Note 15 - Borrowings.
Consolidated
Consolidated
145
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 8 - Intangible assets (continued)
Software & other
intangible assets
Assets under
construction
Total
Cost
Balance at 01.01.2022 1.908 1.140 3.048
Additions 151 - 151
Cost of assets classified as held for sale (Note 33) (2.059) (1.140) (3.199)
Balance at 31.12.2022 - - -
Accumulated Depreciation
Balance at 01.01.2022 1.159 - 1.159
Amortisation charge 294 - 294
Accumulated depreciation of assets classified as
held for sale (Note 33)
(1.453) - (1.453)
Balance at 31.12.2022 - - -
Net book value at 31.12.2022 - - -
Software & other
intangible assets
Assets under
construction
Total
Cost
Balance at 01.01.2021 1.699 1.140 2.839
Additions
209 - 209
Balance at 31.12.2021 1.908 1.140 3.048
Accumulated Depreciation
Balance at 01.01.2021 861 - 861
Amortisation charge 298 - 298
Balance at 31.12.2021 1.159 - 1.159
Net book value at 31.12.2021 749 1.140 1.889
Parent Company
Parent Company
Assets under construction are allocated to assets held for sale and relate to the implementation of the SAP
project.
Assets under construction are allocated to assets held for sale and relate to the implementation of the SAP
project.
146
FRIGOGLASS S.A.I.C.
in € 000's
Note 9 - Investments in subsidiaries
31.12.2022 31.12.2021
Net book value Net book value
Opening balance
60.005 60.005
(8.586) -
51.419 60.005
Company name and business segment
%
Shareholding
ICM Operations
Frigoglass S.A.I.C. Parent Company
Frigoglass Romania SRL 100,00%
Frigoglass Indonesia PT
99,98%
Frigoglass South Africa Ltd. 100,00%
Frigoglass Eurasia LLC 100,00%
100,00%
Scandinavian Appliances A.S 100,00%
Frigoglass Spzoo 100,00%
Frigoglass India PVT.Ltd. 100,00%
Frigoglass Switzerland AG Switzerland 100,00%
Frigoglass East Africa Ltd. 100,00%
Frigoglass GmbH 100,00%
Hungary 100,00%
Frigoglass Nordic AS 100,00%
Frigoglass Cyprus Ltd. 100,00%
Norcool Holding A.S 100,00%
Frigoinvest Holdings B.V 100,00%
Frigoglass Finance B.V 100,00%
3P Frigoglass SRL 100,00%
Glass Operations
Frigoglass Global Ltd. 100,00%
Beta Glass Plc. 55,21%
Frigoglass Industries (NIG.) Ltd. 76,03%
Cyprus
The Parent Company does not have any shareholdings in the preference shares of subsidiary undertakings
included in the Group.
South Africa
Frigoglass (Guangzhou) Ice Cold Equipment Ltd.
Frigoglass Hungary Kft
Russia
China
Norway
Poland
India
Notes to the Financial Statements
Norway
Nigeria
Nigeria
Cyprus
Norway
The Netherlands
The Netherlands
Romania
Parent Company
Impairment charge
The discontinued Group explained in Notes 26 and 33 is described below:
Country of
incorporation
Greece
Romania
Closing Balance
Investment in Frigoinvest Holdings B.V.
( The Netherlands )
Kenya
Germany
Before the implementation of the Transaction and the Hive-Down, which are described in detail in Notes 4.1.6.
and 26, the intercompany balances of the Group, including those at Frigoglass SAIC, the parent Company, were
reorganized. As a result of such reorganisation, Frigoglass SAIC had a net intercompany loan balance towards
FHBV of €51.4m. In April April 2023, FHBV undertook a reduction in its share capital of an amount equivalent to
the net intercompany balance owed by the Company, which also reduced the cost of investment in FHBV by an
equivalent amount. Following this reduction, an impairment of €8.6m was recorded.
Indonesia
147
FRIGOGLASS S.A.I.C.
in € 000's
Note 9 - Investments in subsidiaries (continued)
2022 2021
107.331 102.214
73.356 54.803
33.975 47.411
53.326 36.003
4.663 5.811
Non controlling interest - % 23,97% 23,97%
1.118 1.393
3.985 1.366
2.167 1.396
2022 2021
160.263 135.891
66.195 48.189
94.068 87.702
120.026 76.127
10.349 11.254
Non controlling interest - % 44,79% 44,79%
4.635 5.040
335 318
13.163 7.578
Total assets
Total liabilities
Profit / (Loss) after income tax expenses
Profit / (Loss) after income tax expenses attributable to non-
controlling interests
Dividends to non-controlling interests
Capital expenditure
Beta Glass Plc.
Frigoglass Industries ( Nigeria ) Ltd.
Total assets
Total liabilities
Total equity
Revenue from contracts with customers
Notes to the Financial Statements
Total equity
Revenue from contracts with customers
Profit / (Loss) after income tax expenses
Profit / (Loss) after income tax expenses attributable to non-
controlling interests
Dividends to non-controlling interests
Capital expenditure
Below is the summarised financial information of the Group's subsidiaries with non-controlling interests. Total assets and
liabilities include intergroup balances. The subsidiaries stated below are part of the assets held for sale and the
discontinued operations. For more information refer to Notes 26 and 33.
148
FRIGOGLASS S.A.I.C.
in € 000's
Note 10 - Inventories
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022
31.12.2021
Assets held
for sale
Assets held
for sale
Raw materials - 71.361 68.144 - - -
Work in progress - 2.673 2.953 - - -
Finished goods - 50.152 41.656 - - -
Less: Provision - (8.893) (8.436)
- - -
Total
- 115.293 104.317 - - -
31.12.2022
31.12.2022 31.12.2021 31.12.2022 31.12.2022
31.12.2021
Assets held
for sale
Assets held
for sale
Opening Balance 8.436 - 7.041 - - -
Increase in provision in income statement
6.198 - 2.307 - - -
Unused amounts reversed during the year (3.153) - (428) - - -
Amounts written off during the year
(2.626) - (529) - - -
Transferred to assets held for sale (Note 33) (8.893) 8.893 - - - -
Foreign currency translation 38 - 45 - - -
Closing Balance - 8.893 8.436 -
- -
Notes to the Financial Statements
Consolidated
Parent Company
Consolidated
Parent Company
Analysis of Provisions :
149
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 11 - Trade receivables
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Assets held
for sale
Assets held
for sale
Trade receivables
- 86.176 67.108 - 3.146 1.875
Less: Provisions ( Note 35 ) - (1.276) (1.030)
- (22) (
22)
Total - 84.900 66.078 - 3.124 1.853
Analysis of provisions for trade receivables:
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Assets held
for sale
Assets held
for sale
Opening balance 1.030 - 1.083 22 - 131
Additions 467 - 11 - - -
Reversed amounts (215) - (54) -
- (51)
Utilized (30) - (59) - - (58)
Exchange differences 24 - 49 - - -
Transferred to assets held for sale (Note 33) (1.276) 1.276 - (22) 22
-
Closing Balance - 1.276 1.030 - 22 22
is the following:
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Assets held
for sale
Assets held
for sale
00 - 30 days - 54.874 48.372 - 959 1.042
31 - 60 days - 15.676 11.544 -
890 583
61 - 90 days - 7.714 2.147 -
786 116
91 - 120 days - 4.265 1.957 - 311 59
121 - 180 days - 2.025 1.071 - 157 40
> 180 days
- 1.622 2.017 - 43 35
Total
- 86.176 67.108 - 3.146 1.
875
of the trade debtors is the following:
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Not yet Overdue - 62.018 55.681 -
3.042 1.764
Overdue 00 - 30 days - 13.006 7.505 - 56 57
Overdue 31 - 60 days - 5.226 1.483 - 14 22
Overdue 61 - 90 days - 2.532 488 - 7 7
Overdue 91 - 120 days - 1.536 237 - 1 8
Overdue 121 - 180 days - 440 689 - 2 1
Overdue > 180 days - 1.420 1.025 - 25 16
Total
- 86.176 67.108 - 3.146 1.875
Less: Provisions - (1.276) (1.030) - (22) (22)
Net trade debtors
- 84.900 66.078 - 3.124 1.853
The overdue analysis
Consolidated
Parent Company
Consolidated
Parent Company
Consolidated
Parent Company
In terms of comparing the balances as at 31.12.2021 with the assets held for sale as at 31.12.2022: The increase in the balance of the trade
receivables is mainly driven by the sales growth in the third and fourth quarters of the year, compared to the corresponding quarters of the year
2021.
Management does not expect any other losses from non-performance of trade receivables, other than as provided for as at 31.12.2022.
Pledged assets are described in detail in Note 15 - Borrowings.
Trade receivables are amounts due from goods sold or services performed in the ordinary course of business. Due to the short-term nature of the
current receivables, their carrying amount is considered the same as their fair value. The credit risk of customers is described in Note 3.
Consolidated
The aging analysis of the trade debtors
Parent Company
150
FRIGOGLASS S.A.I.C.
in € 000's
Note 12 - Other receivables
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Assets held
for sale
Assets held
for sale
V.A.T receivable 412 16.659 15.429 412 - 57
Intergroup receivables - - - 18.215 - 14.689
Grants for exports receivable - 7.403 7.187 - - -
Insurance prepayments 78 1.225 1.041 78 - 51
Prepaid expenses 115 1.559 1.262 115 - 82
Receivable from the disposal of subsidiary - 111 1.977 - - -
Other taxes receivable - 441 1.394 - - -
Advances to employees - 664 668 - 10 3
- 15 10.000 - - -
Other receivables 89 4.155 3.550 89 - 34
Total 694 32.232 42.508 18.909 10 14.916
Insurance claim receivable due to the fire incident - Assets held for sale:
Property damage
Frigoglass reached an agreement with the co-insurance scheme for a €42 million compensation related to the property damage claim including inventory.
The amount of €10m that was received in early February 2022 was presented as an insurance claim receivable as of 31.12.2021, on the basis that the
receivable was considered as virtually certain. For more information refer to Notes 18 and 20.
V.A.T. receivable in assets held for sale is fully recoverable through the operating activity of the Group and the Company. The balance consists of
refundable VAT in Romania and Nigeria, due to higher inventories to cover demand in the upcoming quarters.
Grants for exports receivable, assets held for sale: Export Expansion Grants (EEG) are granted by the Federal Government of Nigeria on exports of goods
produced in the country, after having met certain eligibility criteria. The EEGs are granted by the Nigerian Export Promotion Council (NEPC), a Federal
government agency, to qualified non-oil exporters. The NEPC oversees non-oil exporters and sets criteria for all non-oil export grants schemes. The EEGs
are recognized at fair value, and Management does not expect any losses from the non-recoverability of these grants. For all EEG claims prior to 2017, the
Federal Government of Nigeria settled these claims by issuing Negotiable Duty Credit Certificates (NDCC). The NEPC however ceased issuing the NDCCs,
following new guidelines from the Nigerian Federal Government, and these were replaced by Promissory Notes (PNs) issued by Debt Management Office
(DMO) of the Nigerian Federal Government. The EEG claims of Frigoglass Industries Ltd. were fully settled through PNs, that were subsequently cashed, in
2019 and 2020. The majority of the outstanding EEG claims of Beta Glass PLC., for the period 2007-2020, were settled through the issuance of PNs in
February 2023.
Other receivables - assets held for sale: Other receivables mostly include advances and prepayments to third parties.
Notes to the Financial Statements
Consolidated
Parent Company
Insurance claim receivable due to the fire incident
151
FRIGOGLASS S.A.I.C.
in € 000's
Note 13 - Cash and cash equivalents
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Assets held
for sale
Assets held
for sale
Cash on hand - 86 8 - - -
Short term bank deposits 853 62.466 79.199 853 - 1.752
Total 853 62.552 79.207 853 - 1.752
Cash & cash equivalents per currency:
EURO - € 831 21.057 31.569 831 - 1.748
USD - $ 20 20.262 11.836 20 - 2
Polish Zloty - PLN - 457 353 - - -
Nigeria Naira - NAIRA - 17.483 30.406 - - -
Norwegian krone - NOK - 521 1.005 - - -
Chinese yuan renminbi - CNY - 192 43 - - -
Indian Rupee - INR
- 145 687 - - -
Russian rouble - RUB - 837 74 - - -
Romanian Lei - RON - 849 1.181 -
- -
S. African Rand - ZAR 2 221 1.245 2
- 2
Indonesian Rupiah - IDR
- 53 57 - - -
Hungarian Forint - HUF - 278 356 - - -
Kenyan Sheiling-KES - 30 19 - - -
Danish Krone-DKK - 20 10 - - -
Swedish Krone-SEK - 63 103 - - -
Great British Pounds- GBP - 9 38 - - -
Swiss Franc -CHF - 76 225 - - -
Total 853 62.552 79.207 853 - 1.752
Pledged assets are described in detail in Note 15 - Borrowings.
Consolidated
Notes to the Financial Statements
Parent Company
152
FRIGOGLASS S.A.I.C.
in € 000's
Note 14 - Other payables
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale Held for sale
Taxes and duties payable 320 2.980 3.156 320 - 264
Intergroup payables - - - 4.475 - 5.367
VAT payable - 8.499 5.827 - - -
Social security insurance 270 2.196 1.477 270 - 294
Customers' advances - 4.386 5.453 - - 48
Other taxes payable - 654 473 - - -
Accrued discounts on sales - 6.483 7.313 - - -
Accrued fees & costs payable to third parties 361 10.033 5.388 361 103 402
Accrued payroll expenses - 3.867 11.295 - 98 4.325
Other accrued expenses 35 3.543 3.079 35 - 27
Accrual for warranty expenses - 4.538 5.268 - - -
All other payables 259 7.085
5.847 259 - 293
Total 1.245 54.264 54.576 5.720 201 11.020
Accrued fees & costs payable to third parties - liabilities associated with assets held for sale: The increase reflects mostly not yet invoiced purchases of
property plant and equipment in Nigeria.
All other payable liabilities associated with assets held for sale: Other creditors include dividends payable to minority, amounting to €4 million.
Customer Advances - liabilities associated with assets held for sale: The reduction reflects high advances received by clients, relating to orders for the first
quarter of 2022, at the end of 2021.
Notes to the Financial Statements
Consolidated
Parent Company
The carrying amount of other payables is considered to be the same as its fair value, due to their short-term nature.
153
FRIGOGLASS S.A.I.C.
in € 000's
Note 15 - Borrowings
31.12.2022
31.12.2022
31.12.2021 31.12.2022
31.12.2022
31.12.2021
Held for sale Held for sale
Bond loans - 260.000 260.000 - - -
Intergroup bond loans - - - - - 53.973
Bank loans - - 4.000 - - -
Unamortized costs for the issue of bond - (4.061) (5.763) - - -
Total Non current borrowings - 255.939 258.237 - - 53.973
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale Held for sale
Bank overdrafts - 2.341 3.740 - - -
Intergroup bond loans - - 61.965 -
Bridge notes - 35.000 - - - -
Bank loans - 72.600 55.771 - - -
Accrued interest for loans - 10.255 7.474 - - -
Total current borrowings - 120.196 66.985 61.965 - -
Total borrowings - 376.135 325.222 61.965 -
53.973
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale Held for sale
Total borrowings - 376.135 325.222 61.965 - 53.973
Total Lease Liabilities ( Note 7 ) 762 3.328 5.019 762 - 1.024
Cash and cash equivalents (Note 13) (853) (62.552) (79.207) (853)
- (1.752)
Net debt (91) 316.911 251.034 61.
874 - 53.245
Consolidated
Parent Company
Net debt
Notes to the Financial Statements
Consolidated
Parent Company
Consolidated
Parent Company
154
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 15 - Borrowings (continued)
The movement of liabilities from
borrowings & lease liabilities
is listed below:
Borrowings
Lease
liabilities
Total Borrowings Lease liabilities Total
Balance 01.01.2022 325.222 3.995 329.217 - - -
Cash flows - - - -
Proceeds from borrowings 193.783 - 193.783 -
- -
Repayments of borrowings (145.242) - (145.242) - - -
Principal repayments of lease obligations - (2.878) (2.878)
- - -
Interest paid (23.316) - (23.316) - - -
Total cash flows 25.225 -2.878 22.347 - - -
Lease increase - 1.811 1.811 - - -
Effect of changes in exchange rate (2.320) (35) (2.355) - - -
Other non-cash movements 28.009 436 28.445 - - -
Balance 31.12.2022 376.135 3.329 379.464 - - -
The movement of liabilities from
borrowings & lease liabilities
is listed below:
Borrowings
Lease
liabilities
Total Borrowings Lease liabilities Total
Balance 01.01.2022 0 1.024 1.024 53.973 1.024 54.997
Cash flows -
Proceeds from borrowings - - - 6.400 - 6.400
Repayments of borrowings - - - (1.300)
0 (1.300)
Principal repayments of lease obligations - (370) (370) -
(370) (
370)
Interest paid - - - (900) - (900)
Total cash flows 0 -370 -370 4.200 -370 3.830
Lease increase 0 118 118 0 118 118
Effect of changes in exchange rate
- - - - - -
Other non-cash movements - (10) (10) 3.792 (10) 3.
782
Balance 31.12.2022 0 762 762 61.965 762 62.727
Balance 01.01.2021 312.357 6.122 318.479 50.359 1.358 51.717
Cash flows
Proceeds from borrowings 111.513 - 111.513 3.350 - 3.350
Repayments of borrowings
(100.249) - (100.249) (3.350)
0 (3.350)
Principal repayments of lease obligations - (2.700) (2.700) - (351) (
351)
Interest paid (19.315) - (19.315) (
112) - (112)
Total cash flows -8.051 -2.700 -10.751 -112 -351 -463
Lease increase 0 1.634 1.634 0 46 46
Effect of changes in exchange rate 21 0 21 0 0 0
Other non-cash movements 20.895 -37 20.858 3.726 -29 3.697
Balance 31.12.2021 325.222 5.019 330.241 53.973 1.024 54.997
Parent Company
The other non-cash movements primarily include the interest expense for the period and the amortised issuance costs.
Held for Sale - Discontinued operations
Consolidated
Held for Sale - Discontinued operations
Parent Company
Continuing Operations
Consolidated
Continuing Operations
The other non-cash movements primarily include the interest expense for the period and the amortised issuance costs.
155
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 15 - Borrowings (continued)
Discontinued operations
Non-current borrowings
Bond Loan
On February 12, 2020, Frigoglass S.A.I.C. through its subsidiary Frigoglass Finance B.V. (the "Issuer") issued €260.0
million in aggregate principal amount of 6.875% Senior Secured Notes due 2025 (the “2025 Notes”). The Notes
are guaranteed on a senior secured basis by Frigoglass S.A.I.C. and certain of our subsidiaries (the "Guarantors")
and secured by certain assets of the Issuer and the Guarantors. The Notes mature on February 12, 2025. The Notes
pay interest semi‐annually on February 1 and August 1 of each year.
The Indenture limits, among other things, our ability to incur additional indebtedness, pay dividends on, redeem
or repurchase our capital stock, make certain restricted payments and investments, create or permit to exist
certain liens, transfer or sell assets, merge or consolidate with other entities and enters into transactions with
affiliates. Each of the covenants is subject to a number of important exceptions and qualifications.
Guarantees
The companies that have granted guarantees in respect of the Note are: Frigoglass S.A.I.C., Frigoinvest Holdings
B.V., Beta Glass Plc, Frigoglass Eurasia LLC, Frigoglass Industries (Nigeria) Limited, Frigoglass Cyprus Limited,
Frigoglass Global Limited, Frigoglass Romania S.R.L. and 3P Frigoglass S.R.L.
Security
The security granted in favour of the creditors under the Senior Secured Notes due 2025 include the following:
(a) Security over shares in the following Group companies: Frigoinvest Holdings B.V., Frigoglass Finance B.V., 3P
Frigoglass S.R.L., Frigoglass Romania S.R.L., Frigoglass Eurasia LLC, Frigoglass Global Limited and Frigoglass Cyprus
Limited. The Notes are also secured by a pledge over the shares of Frigoglass Industries (Nigeria) Limited and Beta
Glass (the "Share Pledge"), with an aggregate amount of the secured obligations in respect of the Share Pledge
being limited to €175.0 million.
(b) Security over assets of the Group in the value shown below:
Assets
31.12.2022
Intergroup receivables
357.478
Other debtors
32
Cash & cash equivalents
8.058
Total
365.568
The 2025 Notes have been canceled as part of the Transaction.
156
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 15 - Borrowings (continued)
Current borrowings
On 5 December 2022, a committee of the Noteholders of the €260 million senior secured notes due 2025 (the
“2025 Notes”), that represented 56.9% of the principal amount of the 2025 Notes (such committee, the
“Noteholder Committee”), provided to the Company and the Group €35 million in aggregate principal amount of
Fixed Rate Super Senior Secured Notes due 2023 (the “Initial Bridge Notes”), with the ability, subject to agreement
between the parties, to tap an additional aggregate amount of €20 million through two tranches of equal amount
(the “Additional Bridge Notes”, and together with the Initial Bridge Notes, the “Bridge Notes”), as further set out
below. In addition to funding the Initial Bridge Notes, the Noteholder Committee agreed to support a
recapitalization and restructuring transaction, in order to provide stability to the Group’s operations. The
Additional Bridge Notes of €20 million aggregate principal amount were issued on 20 January 2023 and 3 February
2023, following the respective subscription agreements and the extension of the maturity dates of the Bridge
Notes. The €55 million Bridge Notes were used by the Group, inter alia, to support its working capital needs and
capital expenditures, including the rebuild of the new manufacturing facility in Romania.
The Bridge Notes also have the same guarantees with the 2025 Notes, except for the guarantee of Frigoglass
Eurasia which was not granted to the Bridge Notes due to, inter alia, the sanctions regime in place making financial
dealings with Russian entities complex, and benefit from the share pledges.
The Initial Bridge Notes:
• Were issu
ed by Frigoglass Finance B.V. and Frigoinvest Holdings B.V. (together, the “Co
‐Issuer
s”) at an
issue price of 95%.
• Ranked pari p
assu in right of payment to the 2025 Notes but have contractual seniority in respect of
proceeds from the enforcement of collateral, a distressed disposal and any amounts which would be
subject to turnover provision.
• The proceeds were used, directly or indirectly, including by way of intragroup on‐lending, for general
corporate purposes, inter alia, to use for capital expenditures in connection with the reconstruction of
the Group’s production facility in Romania; to purchase inventory and/or working capital requirements;
to repay debt outstanding under certain existing local facilities; to finance payroll, taxes, overdue claims
of any third
‐party cre
ditor and other expenses of Frigoglass; and to finance certain fees, costs, taxes and
expenses related to or incurred or charged in connection with the recapitalization and restructuring
transaction.
• Includ
ed covenants in line with the terms of the indenture governing the terms of the 2025 Notes (the
“2025 Notes Indenture”) and also include, inter alia, certain maintenance covenants and certain additional
events of default, consistent with a financing of this nature.
• Paid 13% p.a. cash interest which will be payable on the maturity date.
• Were refinanced on the Implementation Date.
157
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 15 - Borrowings (continued)
The initial maturity date of the Bridge Notes was 11 January 2023 with a final maturity date of 28 February 2023.
Frigoinvest Holdings B.V. (“FHBV”) and Frigoglass Finance B.V., as issuers of the Bridge Notes, have not repaid the
principal amount of and any accrued interest related to the Bridge Notes which was due and payable on 28
February 2023. This constituted an Event of Default under the trust deed governing the Bridge Notes and such
Event of Default was required to commence the implementation of the Transaction.
On or about 6 March 2023, Frigoglass reached an agreement with the Noteholder Committee with the support of
its major indirect shareholder, Truad Verwaltungs A.G. (“Truad”), for a consensual recapitalization and
restructuring (the “Transaction”) of the group of companies (i.e., FHBV and its subsidiaries) which was controlled
at that time by Frigoglass SAIC.
By 24
March 2023, Noteholders representing over 95% of the aggregate principal amount of the 2025 Notes have
elected to accede to the Lock
‐up Agre
ement and support the Transaction.
The Transaction, as reflected in the amended Lock‐Up Agreement, involved a number of inter‐conditional
components which resulted in changes to Frigoglass Group’s debt capital structure on completion on the
Implementation Date (as further described below), including:
1) Issuan
ce of new first lien senior secured notes in the amount of €75 million (the “New Super Senior
Notes”) (with an uncommitted ability to issue in total up to an additional €30 million under the
indenture governing the New Senior Secured Notes) by Frigo DebtCo PLC (refer below for the details of
the company). The maturity of the bonds is three years after the Implementation date of the
Transaction.
2) Issuance of new second lien senior secured notes in the amount of €150m (the “Reinstated Notes”) by
Frigo DebtCo PLC, following the restructuring of the 2025 Notes. The maturity of the bonds is five years
after the implementation of the Transaction.
As a result of the Transaction the 2025 Notes were canceled. The Bridge Notes have been repaid through the
proceeds of the New Super Senior Notes.
Following the Event of Default under the trust deed governing the Bridge Notes, the Noteholder Committee
commenced the implementation of the Transaction by enforcing the pledge over the shares of Frigoinvest
Holdings B.V. (the “Share Pledge Enforcement”), which implementation was completed on 27 April 2023 (the
“Implementation Date”). On the Implementation Date, ownership of FHBV (and each of its subsidiaries) was
transferred to Frigo DebtCo PLC, an entity in which the Noteholders (or their affiliates) indirectly own an 85%
equity stake. As a result, FHBV and its subsidiaries, with effect from 27 April 2023, are controlled by Frigo DebtCo
PLC.
158
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 15 - Borrowings (continued)
Additio
nally, simultaneously to the implementation of the Transaction, Frigoglass SAIC transferred to Frigoglass
Services Single Member SA (a new subsidiary entity of FHBV) substantially all of its assets and liabilities (the “Hive
‐
Down”
) in consideration for a 15% equity stake in Frigo DebtCo PLC as well as receipt of a series of indemnities to
support Frigoglass’ solvency and liquidity going forward. On the Implementation Date, Frigoglass SAIC and other
Group companies have been discharged from the obligations and guarantees stemming from the 2025 Notes and
the Bridge Notes.
The Hive‐Down w
as approved by the General Meeting of Shareholders of Frigoglass SAIC, on 28 March 2023,
according to article 23 of law 4706/2020. Following the implementation of the Transaction and the Hive‐Down,
the activities of Frigoglass SAIC are limited to holding company activities related to its 15% equity stake in Frigo
DebtCo PLC and, thus the recapitalized group, with the remaining 85% being held Frigo NewCo 1 Limited, a private
liability company incorporate in England and Wales. 95% of the share capital of Frigo NewCo 1 Limited has been
distributed pro rata to the 2025 Noteholders with the remaining 5% of the share capital distributed to the 2025
Noteholders who elected to purchase the New Super Senior Notes.
Bank ov
erdrafts, accrued interest and bank loans
The Group’s outstanding balance of current borrowings as of December 31, 2022, amounted to €120.2 million
(December 31, 2021: €67.0 million), including the accrued interest of loans in the period. Current borrowings
represent bank overdraft facilities and short
‐term l
oans from various banks in India, Romania, Russia and Nigeria,
and part of them are secured through inventories, trade receivables and/or property.
Conti
nuing operations
Intergroup current loans
The loans from subsidiaries to the Parent Company are maturing in February 2025. The interest rate on the loans
for 2022 is 8.2%. For the reclassification of intergroup loans to current, as well as the subsequent events, refer to
Note 26.
As a result:
a) The initial Bridge Notes have been initially classified in the Group’s current borrowings and subsequently
reclassified to Liabilities directly associated with Assets Held for Sale.
b) The intercompany loans of the Parent Company have been classified as current following the netting off that
took place in April 2023.
159
FRIGOGLASS S.A.I.C.
in € 000's
Share capital:
Number of shares
Share capital
-000' Euro-
Share premium
-000' Euro-
Balance at 01.01.2021
355.437.751 35.544 (33.801)
Transfer to reserves due to the decrease of
the nominal value of each share for
offsetting losses by deletion of losses from
the account “Accumulated losses”
- (14.218) -
Shares issued to employees exercising
stock options / Proceeds from the issue of
shares
876.665 53 57
Balance at 31.12.2021
356.314.416 21.379 (33.744)
Balance at 31.12.2022
356.314.416 21.379 (33.744)
Notes to the Financial Statements
Note 16 - Share capital, share premium and share based payments
The share capital of the Parent Company at 31.12.2021 and 31.12.2022 comprised of 356,314,416 fully paid
up ordinary shares with an nominal value of € 0.06 each.
The share capital of the Group at 31.12.2020 comprised of 355.437.751 fully paid up ordinary shares with an
nominal value of € 0.10 each.
The General Meeting of shareholders, at 14.12.2021, decided the nominal decrease of the Company’s share
capital by the amount of €14,217,510.04 to become €21,326,265.06, through decrease of the nominal value of
the Company’s 355,437,751 shares from €0.10 to € 0.06 each, according to article 31 of Law 4548/2018, for the
purpose of forming a special reserve of equal amount and offsetting losses by deletion of losses from the
Company’s account “Retained earnings” and the respective amendment of article 3 of the Company’s Articles
of Association.
On the 31st of December 2021, FRIGOGLASS' s Board of Directors resolved to increase the share capital of the
Company by 876,665 ordinary shares, following the exercise of share options by option holders pursuant to the
Company’s share option plan. The proceeds from the share capital increase amounted to € 110 thousand.
160
A summary of stock option activity under all plans is as follows:
Weighted Average
exercise price (€)
Number of stock
options
Weighted Average
exercise price (€)
Number of stock
options
Beginning Balance 0,4247 4.469.417 0,4440 5.796.979
Granted during the year - - 0,125 (876.665)
Expired during the year 1,680 (485.764) 16,620 (30.897)
Forfeited during the year - - 0,125 (420.000)
Ending Balance 0,2717 3.983.653 0,4247 4.469.417
Vested and exercisable at
the end of the period
0,2717 3.983.653 0,4247 4.469.417
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant date
Expiry date Exercise price (€)
Share options
Weighted Average
exercise price (€)
27/6/2014 31/12/2023 11,370 30.663 0,0875
15/5/2015 31/12/2024 5,700 32.661 0,0467
4/11/2015 31/12/2024 6,630 6.666 0,0111
26/7/2016 31/12/2025 0,450 43.663 0,0049
22/3/2019 31/12/2028 0,125 3.870.000 0,1214
31/12/2022
Total 3.983.653 0,2717
5,889
2022
2021
Weighted average remaining contractual life, in years, of options outstanding at the end of
period
FRIGOGLASS S.A.I.C.
in € 000's
Note 16 - Share capital, share premium and share based payments ( continued )
Notes to the Financial Statements
Share Options
The establishment of the Frigoglass Stock Option Plan was approved by shareholders at the 2007 Annual General Meeting and
subsequently in 2009, 2010, 2012 ,2014 and 2019.
Options vest in one-third increments each year for three years and can be exercised for up to 10 years from the date of award. When
the options are exercised, the proceeds received, net of any transaction costs, are credited to share capital (at the nominal value) and
share premium.
The Stock Option Plan is designed to provide long-term incentives for senior managers and members of the Management Committee to
deliver long-term shareholder returns. Participation in the plan is at the board’s discretion and no individual has a contractual right to
participate in the plan or to receive any guaranteed benefits.
The exercise price of options is determined by the General Meeting.
161
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Statutory
reserves
Share based
payments
Extraordinary
reserves
Tax free
reserves
Currency
translation
reserve
Total
Balance at 01.01.2021 4.177 1.081 14.201 8.760 (65.684) (37.465)
Additions for the year - 46 - - - 46
Share capital decrease (Note 16) - - 4.395 - - 4.395
Shares issued to employees - (162) - - - (
162)
Foreign currency translation
- - (49) -
(2.097) (2.146)
Balance at 31.12.2021 4.177 965 18.547 8.760 (67.781) (35.332)
Balance at 01.01.2022 4.177 965 18.547 8.760 (67.781) (35.332)
Additions for the year 9 - - - - 9
Foreign currency translation
- - (36) -
(4.281) (4.317)
Balance at 31.12.2022 4.186 965 18.511 8.760 (72.062) (39.640)
Statutory
reserves
Share based
payments
Extraordinary
reserves
Tax free
reserves
Currency
translation
reserve
Total
Balance at 01.01.2021 4020
1.081 12.013 8.760 - 25.874
Additions for the year - 46 - - - 46
Share capital decrease (Note 16) - - 4.395 - - 4.395
Shares issued to employees - (162) - - - -
Balance at 31.12.2021
4.020 965 16.408 8.760 30.153
Balance at 01.01.2022
4.020 965 16.408 8.760 30.153
Balance at 31.12.2022
4.020 965 16.408 8.760 - 30.153
The currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of Group
entities with functional currencies other than the Euro.
In 2021 the Company proceeded with the formation of an extraordinary reserve in the amount of € 4,395 million, to offset future losses,
according to article 31 par. 2 of Law 4548/2018.
In 2017 the Company proceeded with the nominal decrease of the Company’s share capital by the amount of € 9,107 million, by a
corresponding decrease of the nominal value of each Company's share from € 0.90 to € 0.36, according to article 4 para. 4a of C.L.
2190/1920, for the purpose of forming a special reserve of equal amount the use of which will be decided in the future. This amount has
been allocated in the extraordinary and tax free reserves.
Parent Company
Note 17 - Other reserves
Consolidated
A statutory reserve has been created under the provisions of Hellenic law (Law 4548/2018) according to which, an amount of at least 5% of
the profit (after tax) for the year must be transferred to this reserve until it reaches one third of the paid up share capital. The statutory
reserve can not be distributed to the shareholders of the Company except for the case of liquidation.
The share based payments reserve refers to the established Stock Option Plan provided to senior managers and members of the
Management Committee.
The Company has created tax free reserves, in accordance with several Hellenic tax laws, during the years, in order to achieve tax
deductions, either:
a) by postponing the settlement of tax liabilities until the distribution of the reserves to the shareholders, or
b) by eliminating any future income tax payment related to the issuance of bonus shares to the shareholders.
Should the reserves be distributed to the shareholders as dividends, the distributed profits will be taxed with the applicable rate at the time
of distribution. No provision has been recognized for contingent income tax liabilities in the event of a future distribution of such reserves
to the Company's shareholders since such liabilities are recognized at the same time as the dividend liability associated with such
distributions.
162
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 18 - Other operating income and Other gains/(losses) - net
Other operating income
31.12.2022 31.12.2021 31.12.2022 31.12.2021
- - 13.981 12.767
13.682 - 1.851 -
1.061 698 - -
1.900 2.099 108 56
Total: Other operating income 16.643
2.797
15.940
12.823
Other operating income is attributable to:
Continuing operations - - - -
Discontinued operation 16.643 2.797 15.940 12.823
16.643
2.797
15.940
12.823
Other gains /(losses) - net
31.12.2022 31.12.2021 31.12.2022 31.12.2021
450 478 - -
(116) (14) - -
Total: Other gains/(losses) - net 334 464 -
-
Other gains /(losses) is attributable to:
Continuing operations - - - -
Discontinued operation 334 464 - -
334
464
-
-
Profit/(Loss) from disposal of property, plant & equipment
Other operating income / (expenses) and other gains / (losses) -discontinued operations- relate to income or
expenses not connected to the commercial activity of the Group.
Income from scraps sales
Other
Consolidated
Parent Company
Consolidated
Parent Company
Income from subsidiaries: Services fees
Income from insurance claims & Other operating income
Income from insurance claims - discontinued operations
Frigoglass reached an agreement with the co-insurance scheme for a €19.6 million compensation related to the
business interruption claim in July 2022. The Group has already received the entire amount (€19.6 million), €6.7
million in the second quarter of 2022 and €12.9 million in July 2022. The total amount was recognized in the Income
Statement for the period ended 31 December 2022, broken down between the fire cost income (€5.7 million) and
other income (€13.9 million).
Other charges to customers and other income
163
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Finance income (1.129) (558) - -
Interest Expense 26.369 21.181 3.800 3.726
Exchange loss / (gain) and Other Financial costs 10.977 3.836 150 52
Finance cost for lease liabilities 453 272 50 69
Finance cost 37.799 25.289 4.000 3.847
Finance costs - net
36.670 24.731 4.000 3.847
Finance cost is attributable to:
Continuing operations
184 103 3.984 3.
829
Discontinued operation 36.486 24.628 16 18
36.670
24.731
4.000
3.847
Note 19 - Financial costs - net
Consolidated
Parent Company
164
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Below is the analysis:
31.12.2022 31.12.2021
- (10.984)
- (2.464)
Income from insurance compensation for property
damage
17.000 25.000
Income from insurance compensation for business
interruption
5.684 -
22.684 11.552
(484) (5.329)
Income related to destroyed materials - 613
Fire (Cost)/Income 22.200 6.836
(24.212) -
Restructuring costs (24.212) -
(Losses) / Gains from Fire and Restructuring (2.012) 6.836
Gains/losses are attributable to:
Continuing operations - -
Discontinued operation (2.012) 6.836
(2.012)
6.836
Restructuring costs
Note 20 - (Losses) / Gains from Fire and Restructuring
Inventories write off
Expenses due to business interruption
Fire Incident at facility in Romania - Discontinued operations
On June 5, 2021, a fire incident occurred at the Group’s commercial refrigeration manufacturing facility in
Timisoara, Timis County of Romania, which caused severe damage primarily to the plant’s production area and,
consequently, to machinery and inventories located within this area.
Frigoglass reached a definitive agreement with the co-insurance scheme, which had underwritten the insurance
coverage in relation to the fire incident , for an aggregate net compensation amount of €61.6 million related to the
property damage (€42 million compensation) and business interruption claims (€19.6 million compensation). The
€42 million for compensation related to property damage were received in the years 2021 and 2022 and were
recognized in the Income Statement against the fire costs expenses. For the business interruption claim, the total
amount was recognized in the Income Statement for the period ended 31 December 2022, broken down between
the fire cost income (€5.7 million) and other income (€13.9 million). For more information refer to Note 18.
Year ended
Fixed Assets write off
Costs for the restructuring of the group’s capital structure - Discontinued operations
Frigoglass with the support of its legal and financial advisors proceeded to review and assess its financial and
strategic options in view of optimizing the Group’s capital structure and securing additional capital and liquidity.
The cost has been reflected in the Income Statement of the year ended 31.12.2022, as restructuring costs. For more
information regarding the agreement, refer to Note 26.
165
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
31.12.2022 31.12.2021 31.12.2022 31.12.2022
Corporate tax 10.735 9.429 135 116
Deferred tax 37 3.039 - -
Income tax expense 10.772 12.468 135 116
Income tax expense is attributable to:
Profit / (Loss) from continuing operations 135 116 135 116
Profit / (Loss) from discontinued operation 10.637 12.352 - -
10.772 12.468 135 116
Note 21 - Income tax
For the year 2022, the tax audit has been assigned to «PricewaterhouseCoopers S.Α.», is in progress and Management does not expect any
material changes to the tax liabilities and the corresponding tax provision included in the financial statements.
The tax returns of the Parent Company and the Group's subsidiaries have not been assessed by the tax authorities for different periods,
which are presented in the table below.
The Group did not recognize deferred tax assets for accumulated tax losses € 57 m., for Greece, Indonesia, South Africa, Russia, Hungary
and The Netherlands because the future taxable profits within the next years, most probably, will not be adequate to cover the current
accumulated tax losses.
The profit before tax of the Group companies is taxed at the applicable rate corresponding to the country in which each company is
domiciled. The income tax rates in the countries where the Group operates are between 9% and 33%.
Audit Tax Certificate
It is noted that according to Law 4799/2021, the income tax from business activity obtained by legal entities in Greece, are taxed at a rate
of 22% for the income of the tax year 2021 onwards.
Effective from fiscal years ended 31 December 2011 onwards, Greek companies meeting certain criteria can obtained an "Annual Tax
Compliance Report" as provided for by par. 5, article 82 of L. 2238/1004 and article 65A of L. 4174/2013, from their statutory auditor in
respect of compliance with tax law.
With regard to the fiscal year 2021, the Company is subject to the tax audit of the Certified Auditors, stipulated by the provisions of article
65A of L. 4174/2013 and a Tax Certificate has been issued without any reservation or emphasis of matter regarding the Company's tax
compliance .
Consolidated
Parent Company
The tax expense allocated to continuing operations relates to the Parent Company's withholding taxes. Due to accumulated tax losses
carried forward, for which no deferred tax assets have been recorded, there is no tax on profit calculated for the Parent Company. As such
no reconciliation is presented in the Financial Statements.
Unaudited Tax Years
Until such time the special tax audit of the companies in the below table is completed, the tax burden for the Group relating to those years
cannot be accurately determined. The Group is raising provisions for any additional taxes that may result from future tax audits to the
extent that the relevant liability is probable and may be reliably measured.
166
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Company Country
Unaudited tax
years
Frigoglass S.A.I.C. Greece 2022
Frigoglass Romania SRL Romania 2017 - 2022
Frigoglass Indonesia PT Indonesia 2018 - 2022
Frigoglass South Africa Ltd. S. Africa 2017 - 2022
Frigoglass Eurasia LLC Russia 2020 - 2022
Frigoglass Guangzhou Ice Cold Eq. Ltd.
China 2017 - 2022
Scandinavian Appliances A.S Norway 2016 - 2022
Frigoglass Spzoo Poland 2017 - 2022
Frigoglass India PVT.Ltd. India 2017 - 2022
Frigoglass Switzerland AG Switzerland 2021 - 2022
Frigoglass East Africa Ltd. Kenya 2018 - 2022
Frigoglass GmbΗ Germany 2017 - 2022
Frigoglass Hungary Kft Hungary 2017 - 2022
Frigoglass Nordic AS Norway 2016 - 2022
Frigoglass Cyprus Ltd. Cyprus 2017 - 2022
Norcool Holding A.S Norway 2016 - 2022
Frigoinvest Holdings B.V The Netherlands 2017 - 2022
Frigoglass Finance B.V The Netherlands 2017 - 2022
3P Frigoglass SRL Romania 2017 - 2022
Frigoglass Global Ltd. Cyprus 2016 - 2022
Beta Glass Plc. Nigeria 2020 - 2022
Frigoglass Industries (NIG.) Ltd. Nigeria 2019-2022
One of the Group's foreign subsidiary undertakings may be challenged by the foreign tax authorities as regards the deductibility of certain
intra group charges, dividend distribution and bad faith suppliers, given recent developments in the tax environment in the country of
operation of that foreign subsidiary.
The Group and its tax advisors has assessed the possible challenge and has concluded that the foreign subsidiary has in place all required
transfer pricing documentation and other relevant supporting documentation to counter any challenge.
Moreover a recent tax audit completed for this subsidiary for prior years has not raised significant concerns.
The Group has therefore not proceeded to recognise a provision in relation to this matter as a cash outflow is not probable as of 31
December 2022.
Note 21 - Income tax (continued)
Holding Company
Holding Company
Sales Office
Service & Repair of ICM's
Holding Company
Financial Services
Ice Cold Merchandisers
Holding Company
In some countries, the tax audit is not mandatory and may only be performed under certain conditions.
Note:
Sales Office
Ice Cold Merchandisers
Parent Company & Service and Repair of
Ice Cold Merchandisers
The Group Management is not expecting significant tax liabilities to arise from the specific tax audit of the open tax years of the Company
as well as of other Group entities in addition to the ones already disclosed in the consolidated financial statements and estimates that the
results of the tax audit of the unaudited tax years will not significantly affect the financial position, the asset structure, the profitability and
the cash flows of the Company and the Group.
Glass Operation
Service & Repair of ICM's
Service & Repair of ICM's
Line of Business
Sales Office
Crowns & Plastics
Sales Office
Plastics
Ice Cold Merchandisers
Ice Cold Merchandisers
Sales Office
167
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Basic & Diluted earnings per share
in 000's €
31.12.2022 31.12.2021 31.12.2022 31.12.2021
(3.379) (1.871) (15.765) (5.597)
(28.453) (3.804) 5.655 (1.770)
(31.832) (5.675) (10.110) (7.367)
356.314.416 355.440.153 356.314.416 355.440.153
356.314.416 355.440.153 356.314.416 355.440.153
(0,0095) (0,0053) (0,0442) (0,0157)
(0,0799) (0,0107) 0,0159 (0,0050)
(0,0893) (0,0160) (0,0284) (0,0207)
Basic earnings / (losses) per share
Earnings / (Loss) per share after taxes from Continuing
operations attributable to the shareholders of the company
Earnings / (Loss) per share after taxes from Discontinued
operations attributable to shareholders of the company
Profit attributable to the shareholders of the company used
in calculating basic earnings per share
Weighted average number of ordinary shares for the purpose
of diluted earnings per share
(apart from earning per share and number of shares)
Profit / ( Loss) attributable to the shareholders of the
company used in calculating basic earnings per share from
discontinued operations
Weighted average number of ordinary shares for the
purposes of basic earnings per share
Note 22 - Earnings / (Losses) per share
Year ended
Consolidated
Basic and Diluted earnings per share are calculated by dividing the profit attributable to shareholders, by the weighted average
number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares).
The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share
options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair
value (determined as the average annual market share price of the Company's shares) based on the monetary value of the
subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the
number of shares that would have been issued assuming the exercise of the share options. The difference is added to the
denominator as an issue of ordinary shares for no consideration. No adjustment is made to net profit (numerator).
Options granted to employees under the Employee Option Plans of 2013 to 2019, have not been included in the determination
of diluted earnings per share calculations, given that the average share price for the year is not in excess of the available stock
option's exercise price. These options could potentially dilute basic earnings per share in the future.
Parent Company
Year ended
Profit / (Loss) attributable to the shareholders of the
company used in calculating basic earnings per share from
continuing operations
168
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 23 - Reconciliation of Adjusted EBITDA
31.12.2022 31.12.2021
Profit / (Loss) for the period from continuing operations (3.244) (1.755)
plus: Depreciation (Note 29) 668 667
plus: Impairment of tangible assets (Note 6) 1.294 -
plus: Finance costs / (income) (Note 19) 184 103
Adjusted EBITDA (1.098) (985)
Revenue from contracts with customers - -
Margin Adjusted EBITDA, % 0,0% 0,0%
Profit / (Loss) for the period from continuing operations (3.244) (1.755)
plus: Depreciation 668 667
plus: Impairment of tangible assets 1.294 -
plus: Finance costs / (income) 184 103
Adjusted EBITDA (1.098) -986
Revenue from contracts with customers - 0
Margin Adjusted EBITDA, % 0,0% 0,0%
* Finance costs / <income> = Interest expense - Interest income +/- Exchange Gain/Loss - Other
Financial costs (Note 19)
Year ended
ICM Operations
Consolidated
169
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 24 - Related party transactions
31.12.2022 31.12.2021 31.12.2022 31.12.2021
154.009 144.280 5.870 5.386
Purchases of goods and services
4.261 2.657 - -
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Receivables 27.046 11.427 1.795 1.179
Dividend payable 3.986 1.499 - -
31.12.2022 31.12.2021
Income from subsidiaries: Services fees
13.980 12.767
Income from subsidiaries: Recharge Development expenses
1.221 1.136
Income from subsidiaries is attributable to:
Continuing operations
- -
Discontinued operation
15.201 13.903
Expenses from subsidiaries: Services fees
164 154
Interest expense
3.800 3.726
Expenses attributable to:
Continuing operations
3.800 3.726
Discontinued operation
164 154
Frigoglass is the major shareholder of Frigoglass Nigeria Industries Ltd., with shareholding of 76.026%, where Coca-
Cola HBC AG also owns a 23.9% equity interest.
The investments in subsidiaries are reported on Note 9. Refer also to Note 26 for the impact of subsequent events.
Truad Verwaltungs A.G. currently indirectly owns 48.43% of Frigoglass and 99.3% of A.G. Leventis (Nigeria) Plc and
also indirectly controls Kar Tess Holding, which holds approximately 23% of Coca Col HBC's total issued share capital.
Frigoglass Industries (NIG) Ltd. has signed an office lease agreement with A.G. Leventis (Nigeria) Plc. for its offices in
Lagos, Nigeria, and freight forwarding in Nigeria.
The Group entered into an agreement with Coca-Cola HBC AG for the sale of cooling equipment in 1999. The
agreement was extended in 2004, 2008, 2013, 2018 and, most recently, in 2021, on substantially similar terms. The
current agreement expires on 31 December 2025.
A) Transactions with other related parties ( Coca-Cola HBC AG Group & A.G. Leventis Nigeria Plc. ) stated above
were:
Consolidated
Parent Company
B) The intercompany transactions and balances of the Parent company with the Group's subsidiaries were:
Sales of goods and services
All transactions and balances stated above relate to discontinued operations.
170
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 24 - Related party transactions (continued)
31.12.2022 31.12.2021
Receivables (Note 12)
18.215 14.689
Payables (Note 14)
4.475 5.367
Borrowings (Note 15)
61.965 53.973
31.12.2022 31.12.2021 31.12.2022 31.12.2021
403 415 403 415
1.869
2.806 1.272 2.215
- 668 - 583
361 406 321 366
2.230 3.880 1.593 3.164
2.633 4.295 1.996 3.579
Fees attributable to:
Continuing operations
490 502 490 502
Discontinued operation
2.143 3.793 1.506 3.077
2.633 4.295 1.996 3.579
Total
Parent Company
Consolidated
C) The fees of Management employee include wages, indemnities and other benefits and the amounts are:
Post employment benefits
Total fees
Other long term employee benefits
Board of Directors Fees
Wages & other short term employee benefits
All intercompany balances of the parent company are attributable to continuing operations.
171
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
a) Bank Guarantee Letters and Guarantees for Loans & Senior Secured Notes :
31.12.2022
31.12.2022
31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for
sale
Held for
sale
Bank Guarantee Letters - 1.690 2.086 - - -
Guarantees for Loans & Senior Secured Notes - - - 295.000 - 260.000
Total - 2.086 295.000 - 260.000
c) Capital commitments:
Note 25 - Contingent Liabilities and Commitments
There are no significant litigations or arbitration disputes between judicial or administrative bodies that have a significant impact on
the financial statements or the operation of the Company or the Group, discontinued or continuing operations.
The capital commitments contracted for but not yet incurred in the assets held for sale at the balance sheet date 31.12.2022 for the
Group amounted to € 10 million (31.12.2021: € 1.0 million.) and relate mainly to purchases of machinery and the rebuilding of the
building in Romania.
Parent Company
b) Other contingent liabilities & commitments:
Consolidated
As part of the Hive-Down Agreement explained in Note 26 the Company is obliged to make reasonable efforts to sell the only
property that it will own after the implementation date of the restructuring to third parties. This relates to the former production
plant in Kato Achaia, consisting of both owned land and the building. The amount to be collected from the sale will be transferred to
Frigoinvest Holdings B.V., that will be part of the new Group. As such a contingent liability exists for the Parent Company amounting
to the fair value of the building and land in Kato Achaia.
On the Implementation Date, Frigoglass SAIC and other Group companies have been discharged from the obligations and guarantees
stemming from the 2025 Notes and the Bridge Notes. The shares of Frigo DebtCo PLC have been pledged in favor of the Security
Agent for both the New Super Senior Notes and the Reinstated Notes, under a share charge governed by English law.
There are no capital commitments for the parent company.
172
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 26 - Post balance sheet events
Restructuring and recapitalization of the Group
On 5 December 2022, a committee of the Noteholders of the €260 million senior secured notes due 2025 (the “2025 Notes”), that
represented 56.9% of the principal amount of the 2025 Notes (such committee, the “Noteholder Committee”), provided to the
Company and the Group €35 million in aggregate principal amount of Fixed Rate Super Senior Secured Notes due 2023 (the “Initial
Bridge Notes”), with the ability, subject to agreement between the parties, to tap an additional aggregate amount of €20 million
through two tranches of equal amount (the “Additional Bridge Notes”, and together with the Initial Bridge Notes, the “Bridge
Notes”), as further set out below. In addition to funding the Initial Bridge Notes, the Noteholder Committee agreed to support a
recapitalization and restructuring transaction, in order to provide stability to the Group’s operations. The Additional Bridge Notes of
€20 million aggregate principal amount were issued on 20 January 2023 and 3 February 2023, following the respective subscription
agreements and the extension of the maturity dates of the Bridge Notes. The €55 million Bridge Notes were used by the Group, inter
alia, to support its working capital needs and capital expenditures, including the rebuild of the new manufacturing facility in Romania.
Grants for export receivable - Discontinued operations
Export Expansion Grants (EEG) are granted by the Federal Government of Nigeria on exports of goods produced in the country, after
having met certain eligibility criteria. The EEGs are granted by the Nigerian Export Promotion Council (NEPC) via the issuance of
Promissory Notes (PNs) issued by Debt Management Office (DMO) of the Nigerian Federal Government. The majority of the
outstanding EEG claims of Beta Glass PLC., for the period 2007-2020, were settled through the issuance of PNs in February 2023.
The Transaction, as reflected in the amended Lock-Up Agreement, involved a number of inter-conditional components which resulted
in changes to Frigoglass Group’s debt capital structure on completion on the Implementation Date (as further described below),
including:
a)Issuance of new first lien senior secured notes in the amount of €75 million (the “New Super Senior Notes”) (with an uncommitted
ability to issue in total up to an additional €30 million under the indenture governing the New Senior Secured Notes) by Frigo DebtCo
PLC (refer below for the details of the company). The maturity of the bonds is three years after the Implementation date of the
Transaction.
b)Issuance of new second lien senior secured notes in the amount of €150m (the “Reinstated Notes”) by Frigo DebtCo PLC, following
the restructuring of the 2025 Notes. The maturity of the bonds is five years after the implementation of the Transaction.
In addition to the above, the Noteholder Committee and certain entities of the Frigoglass Group (Frigoinvest Holdings B.V. (“FHBV”)
and Frigoglass Finance B.V. (“FFBV”)), have entered into a lock-up agreement (as amended from time to time) (the “Lock-up
Agreement”), pursuant to which the parties committed to provide support to implement the transaction.
The initial maturity date of the Bridge Notes was 11 January 2023 with a final maturity date on 28 February 2023. FHBV and FFBV, as
issuers of the Bridge Notes, have not repaid the principal amount of and any accrued interest related to the Bridge Notes which was
due and payable on 28 February 2023. This constituted an Event of Default under the trust deed governing the Bridge Notes and such
Event of Default commenced the implementation of the Transaction, as further described below.
The Bridge Notes are presented in detail in Note 15 of the Financial Statements.
On or about 6 March 2023, Frigoglass reached an agreement with the Noteholder Committee with the support of its major indirect
shareholder, Truad Verwaltungs A.G. (“Truad”), for a consensual recapitalization and restructuring (the “Transaction”) of the group of
companies (i.e., FHBV and its subsidiaries) which was controlled at that time by Frigoglass SAIC.
By 24 March 2023, Noteholders representing over 95% of the aggregate principal amount of the 2025 Notes have elected to accede
to the Lock-up Agreement and support the Transaction.
173
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
There are no other post-balance events which require disclosure or are likely to affect the financial statements or the operations of
the Group and the Parent company.
As a result, the following have been presented in the Financial Statements as of 31 December 2022:
a) The initial Bridge Notes have been initially classified in the Group’s current borrowings and subsequently reclassified to Liabilities
directly associated with Assets Held for Sale, as presented in Note 15 of the Financial Statements.
b) The Parent Company has written down the value of its investment in subsidiaries, as presented in Note 9 of the Financial
Statements.
c) The Financial Statements were prepared under the IFRS 5 principle, as discussed in Note 33 of the Financial Statements.
As a result of the Transaction the 2025 Notes were canceled. The Bridge Notes have been repaid through the proceeds of the New
Super Senior Notes.
Following the Event of Default under the trust deed governing the Bridge Notes, the Noteholder Committee commenced the
implementation of the Transaction by enforcing the pledge over the shares of FHBV, which was completed on 27 April 2023 (the
“Implementation Date”). On the Implementation Date, ownership of FHBV (and each of its subsidiaries) was transferred to Frigo
DebtCo PLC an entity in which the Noteholders (or their affiliates) indirectly own an 85% equity stake. As a result, FHBV and its
subsidiaries, with effect from 27 April 2023, are controlled by Frigo DebtCo PLC.
Additionally, simultaneously to the implementation of the Transaction, Frigoglass SAIC transferred to Frigoglass Services Single
Member SA (a new subsidiary entity of FHBV) substantially all of its assets and liabilities (the “Hive-Down”) in consideration for a 15%
equity stake in Frigo DebtCo PLC as well as receipt of a series of indemnities to support Frigoglass’ solvency and liquidity going
forward. On the Implementation Date, Frigoglass SAIC and other Group companies have been discharged from the obligations and
guarantees stemming from the 2025 Notes and the Bridge Notes.
The Hive-Down was approved by the General Meeting of Shareholders of Frigoglass SAIC, on 28 March 2023, according to article 23
of law 4706/2020. Following the implementation of the Transaction and the Hive-Down, the activities of Frigoglass SAIC are limited
to holding company activities related to its 15% equity stake in Frigo DebtCo PLC and, thus the recapitalized group, with the
remaining 85% being held by Frigo NewCo 1 Limited, a private liability company incorporated in England and Wales. 95% of the share
capital of Frigo NewCo 1 Limited has been distributed pro rata to the 2025 Noteholders with the remaining 5% of the share capital
distributed to the 2025 Noteholders who elected to purchase the New Super Senior Notes.
The shares of Frigo DebtCo PLC have been pledged in favor of the Security Agent for both the New Super Senior Notes and the
Reinstated Notes, under a share charge governed by English law.
Before the implementation of the Transaction and the Hive-Down, the intercompany balances of the Group, including those at
Frigoglass SAIC, were reorganized. As a result of such reorganization, Frigoglass SAIC had a net intercompany balance towards FHBV
of €51.4m. On 27 April 2023, FHBV undertook a reduction in its share capital of an amount equivalent to the intercompany balance
owed by the Company, which also reduced the cost of investment in FHBV by an equivalent amount. Following this reduction, the
cost of investment was €8.6m. Taking this under consideration management concluded that the recoverable amount of the
investment in FHBV should be written down, resulting in an impairment of €8.6m with respect to Frigoglass SAIC’s investment in
FHBV.
Note 26 - Post balance sheet events (continued)
174
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
31.12.2022 31.12.2022 31.12.2021
31.12.2022 31.12.2022 31.12.2021
Discontinu
ed
operations
Discontinue
d
operations
3 3.274 3.377
- 1.618 1.467
3 4.892 4.844 3 110 113
31.12.2022 31.12.2021
31.12.2022 31.12.2021
60.484
57.963 8.000 10.362
1.520
1.453 472 525
402
518 429 373
7.072 5.362 503 697
69.478 65.296 9.404 11.957
Payroll cost
Continuing operations 523 535 523 535
Discontinued operation 68.955 64.761 8.881 11.
422
69.478
65.296 9.404 11.957
Consolidated
Parent Company
Employee benefits, personnel expenses relate mainly to: transportation expenses, canteen expenses, training expenses, medical plan
expenses.
Employee benefits, personnel expenses
Total Personnel expenses & Employee benefits
Total Payroll
Pension plan (defined contribution)
Retirement benefit (defined benefit) (Note 31)
113
Glass Operations
110
Consolidated
Parent Company
Personnel expenses & Employee benefits
Total
Segment
ICM Operations
3
Note 27 - Personnel expenses and Employee benefits
The average number of personnel per operation for the Group & for the Parent company are listed below:
175
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 28 - Impact of the Russia and Ukraine conflict
The impact of the conflict relates to the Group's discontinued operations.
For the impact on property, plant and equipment and right to use assets refer to Notes 4.1.4 and 6.
For the impact on the investments in subsidiaries of the Parent company, refer to Notes 4.1.2. and 9.
For the impact on revenue from contracts with customers, refer to Note 5.
For the impact on going concern, refer to Note 4.1.6
The geopolitical situation in Eastern Europe intensified in February 2022, with the conflict between Russia and Ukraine.
Large-scale economic sanctions have been imposed on Russia by the US, the UK and the EU as well as other countries and
counter sanctions have been imposed by the Russian government in response. The tension and the conflict are increasingly
affecting the global economy and exacerbating ongoing economic challenges resulting in high inflation rates and supply-
chain disruptions.
Frigoglass operates a production facility in Russia through its Commercial Refrigeration subsidiary, Frigoglass Eurasia LLC.
Following the fire incident in the Romanian plant in June 2021, the Russian facility represented the Group’s main production
facility in Europe in 2021 and 2022 and 13% of Group’s total assets as of 31st of December 2022. Given the extent and
ongoing duration of the conflict, Frigoglass Eurasia LLC is facing supply chain disruptions on movements of products and on
the imports of raw materials and is putting appropriate plans in place to maintain its operation in the country. From January
2023 Frigoglass Eurasia LLC is not allowed to export coolers towards European market due to EU sanctions.
For the period ended 31 December 2022, the Russian and Ukrainian markets accounted for 8.9% and 0.6% of Group’s sales
(included in discontinued operations), respectively. The combined sales in Russia and Ukraine in 2022 declined by 30.9% y-o-
y.
Finally, Frigoglass Eurasia LLC maintains credit facilities with Russian banks which are primarily on-demand. As of December
31, 2022, Frigoglass Eurasia LLC had €28.6 million gross debt, and it is in discussions with the banks to extend or negotiate
such facilities. Frigoglass Eurasia LLC had €6.5 million cash and cash equivalents in 31.12.2022.
Frigoglass Eurasia LLC also had significant exports (finished and semi-finished goods) to other countries and to the Group’s
other subsidiaries in 2021 and 2022 accounting for c. 69% of its 2022 sales. Purchases of raw materials in Russia represent
approx. 21% of total purchases of the Commercial Refrigeration segment in 2022 which are consumed by the Russian
subsidiary.
176
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 29 - Expenses by nature
The expenses of the Group and Parent company are analysed below:
Consolidated Parent Company
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Raw materials and consumables used 257.867 189.075 28 1
Energy cost 33.699 19.358 258 199
Transportation expenses 18.727 11.955 - -
Staff costs and related expenses (Note 27)
69.478 65.296 9.404 11.957
Rental expenses, insurance and security
9.784 7.209 1.247 868
After sales expenses 30.310 25.554 5.556 5.051
Third party fees 11.063 8.987 2.196 3.428
Depreciation and amortisation 18.658 18.276 1.119 1.119
Other expenses 17.503 10.856 9.845 600
Total
467.089 356.567 29.653 23.222
Expenses by nature attributable to:
Continuing operations 3.060 1.652 11.646 1.652
Discontinued operation 464.029 354.915 18.007 21.570
467.089 356.567 29.653 23.222
Categorized as:
424.048 317.019 6.287 5.573
19.434 20.424 10.725 14.091
19.336 16.647 2.761 3.558
2.377 2.477 - -
Impairment 1.894 - 9.880 -
467.089 356.567 29.653 23.222
Depreciation allocated to:
31.12.2022 31.12.2021 31.12.2022 31.12.2021
14.443 14.202 - -
2.344
2.021 1.119 1.119
541 511 - -
1.329 1.542 - -
18.658 18.276 1.119 1.119
Depreciation attributable to:
Continuing operations 668 667 668 667
Discontinued operation 17.990 17.609 451 452
18.658 18.276 1.119 1.119
Audit fees and other services of the auditor:
2022 2021
Audit fees 205 180
Tax certificate 60 60
Other fees 153 111
Total fees 418 351
Audit fees attributable to:
Continuing operations 418 351
Discontinued operation - -
418 351
Total
Cost of goods sold
Administration expenses
Other expenses mainly comprise items relating to maintenance and car expenses and impairments.
Selling, distribution & marketing expenses
Research & development expenses
The fees of PricewaterhouseCoopers and its network in Greece concerning the permissible non-audit services which have
been preapproved from the Audit Committee, along with the audit fees were:
Parent Company
Total
Consolidated
Selling, distribution & marketing expenses
Research & development expenses
Cost of goods sold
Administration expenses
177
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Deferred tax asset
Tax Loss
Carryover
Provisions &
Liabilities
Pensions &
employee
benefit plan
Unrealized
exchange
differences
Other
Total
Balance at 01.01.2021 - 1.968 - 1.571 350
3.889
Charged to income statement - 467 - (1.046) (
15) (
594)
Foreign currency - (14) - 7 (1) (8
)
Balance at 31.12.2021
- 2.421 - 532 334 3.287
Balance at 01.01.2022 - 2.421 - 532 334 3.287
Charged to income statement - (220) - 321 428 529
Foreign currency - 50 - (90) - (40)
Transfer to assets held for sale (Note 33) - (2.251) - (763) (762) (3.776)
Balance at 31.12.2022 - - - - - -
Deferred tax liabilities
Accelerated
tax
depreciation
Unrealized
exchange
differences
Other
Total
Balance at 01.01.2021 9.793 8.896 10 18.699
Charged to income statement 3.065 (618) (1) 2.446
Foreign currency (69) (275) - (344)
Balance at 31.12.2021 12.789 8.003 9 20.801
Balance at 01.01.2022 - - 12.789 8.
003 9 20.801
Charged to income statement - - (471) 817
220 566
Foreign currency - - (311) (
376) 70 (617)
Transfer liabilities associated for assets
held for sale (Note 33)
- - (12.007) (8.444) (299) (20.750)
Balance at 31.12.2022 - - - - - -
-
Closing balance at:
31.12.2022 31.12.2022 31.12.2021
Held for
sale
Deferred tax assets - 181 220
Deferred tax liabilities - 17.154 17.733
- (16.973) (17.513)
Note 30 - Deferred tax
Net deferred tax asset / (liability)
Consolidated
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against tax liabilities
and when the deferred income taxes relate to the same fiscal authority. The majority portion of deferred tax asset / liability is to be
recovered after more than 12 months. The Group recognises a deferred tax asset with respect to tax losses carried forward only to the
extend that it believes can be utilised in the immediate future.
Consolidated
Net deferred tax asset / (liability)
178
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 31 - Retirement benefit obligations
Movement in the net liability recognized on the
balance sheet:
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale
Held for sale
Net liability at the beginning of the period
4.366 - 4.055 2.915 2.505
Current service cost 442 - 212 302 - 282
Interest expense / (income) 120 - 96 24 - 8
Past service cost (292) - 210 - - 83
Curtailment/settlement 103 - - 103 - -
Actuarial losses 29 - - - - -
Total amount recognised in the income statement 402 - 518 429 - 373
Loss from change in demographic assumptions (29) - 84 (29) - 84
Loss from change in financial assumptions (579) - 110 (579) -
110
Total amount recognised in other comprehensive income (608) - 194 (608) - 194
Exchange differences 37 - 122 - - -
Benefit payments (405) - (523) (395) - (157)
Transferred to assets held for sale (Note 33) (3.792) 3.792 (2.341) 2.341
Net liability at the end of the period 0 3.792 4.366 -
2.341 2.915
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale
Held for sale
Discount rate - 5,16% 2,94% - 3,81% 0,84%
Salary increase - 4,36% 3,61% - 2,85% 2,25%
Plan duration - 11,60 12,91 - 9,26 10,88
Sensitivity analysis for significant assumptions
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for sale
Held for sale
Discount rate 0,5% higher - (188) (254) - (98) (149)
Discount rate 0,5% lower - 204 278 - 105 160
Consolidated
Parent Company
The assumptions (weighted average for the Group) used in computing the defined benefit obligation comprised the following for the year ended 31
December:
Parent Company
In the following 12 months no significant cash outflows are expected.
The liabilities arising from such obligations are valued by independent firm of actuaries. The last actuarial valuations were undertaken in December
2022.
Employees are entitled to retirement indemnities, generally based on the employee's length of service, employment category and remuneration.
These are unfunded plans with obligation of payment at the date when they fall due.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur,
and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (projected unit credit method) has been applied as when calculating the pension liability recognised within the
statement of financial position. The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.
Consolidated
Parent Company
The major defined benefit plans of the Group are those of the Greek, Indonesia and India entities, which are subject to the local legislation.
Consolidated
179
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
31.12.2022 31.12.2022 31.12.2021 31.12.2022 31.12.2022 31.12.2021
Held for
sale
Held for
sale
Carrying amount at start of year 4.948 3.975 - - -
Additional provisions recognised 1.494 2.358 - - -
Unused amounts reversed (782) (1.442) - - -
Charged to income statement 712 - 916 - - -
Amounts used during the year (906) - - - - -
Foreign currency (14) - 57 - - -
Transferred to assets held for sale (Note 33) (4.740) 4.740
Carrying amount at end of year - 4.740 4.948 -
- -
Note 32 - Provisions
Consolidated
Parent Company
As at 31 December 2022 the total provision is consistent with the Group's warranty policy and assumes that no extraordinary quality control issues will
arise on the basis that no such indicators exist as at the date of approval of these financial statements.
Provisions for Warranties
180
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 33 - Discontinued operations
A) Description
B) Statement of Profit & Loss
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Revenue from contracts with customers
5
473.307 384.268 7.
738 6.995
Cost of goods sold
29
(424.048) (317.019)
(6.287) (5.573)
Gross profit 49.259 67.249 1.451 1.422
Administrative expenses
29
(17.668) (18.772) (
8.959) (12.439)
Selling, distribution and marketing expenses
29
(19.336) (16.647) (
2.761) (3.558)
Development expenses
29
(2.377) (2.477)
- -
Other operating income
18
16.643 2.797 15.
940 12.
823
Other gains/(losses) - net
18
334 464 - -
Impairment of tangible assets
6 , 29
(600) - - -
Operating Profit / (Loss) 26.255 32.614 5.671 (1.752)
Finance costs (37.615) (25.186) (16) (18)
Finance income 1.129 558 - -
Finance costs - net
19
(36.486) (24.628) (
16) (18)
Profit / (Loss) before Income Τax, Fire and Restructuring
Costs
(10.231) 7.986 5.655 (1.770)
(Losses) / Gains from Fire and Restructuring
20
(2.012) 6.836 -
-
Profit / (Loss) before income tax (12.243) 14.822 5.655 (1.770)
Income tax expense
21
(10.637) (12.352) -
-
Profit / (Loss) after income tax expenses from discontinued
operations
(22.880) 2.470 5.655 (1.770)
Attributable to:
Non-controlling interests 5.573 6.274 - -
Shareholders (28.453) (3.804) 5.655 (1.770)
(22.880) 2.470 5.655 (1.770)
Depreciation 17.990 17.609 451 452
Adjusted EBITDA*
44.845 50.223 6.122 (1.300)
* Adjusted EBITDA = Operating profit + Impairment of tangible assets + Depreciation
Consolidated
Note
Based on the Transaction, Management has concluded that the pronouncements of IFRS 5 are applicable for the financial statements, and
the Group operations, excluding some parts of the Parent Company, have been presented as assets held for sale. Assets held for sale are
measured at the lower of their carrying amount and fair value less costs to sell. In the context of this the Group will leave both business
segments and for this reason it has been portrayed as discontinued operations.
Following the maturity of the Bridge Notes on 28 February 2023, the Noteholder Committee commenced the implementation of the
Transaction by enforcing the pledge over the shares of Frigoinvest Holdings B.V. (“FHBV”), which implementation was completed by 27
April 2023 (the “Implementation Date”). On the Implementation Date, ownership of FHBV (and each of its subsidiaries) was transferred to
an entity in which the Noteholders (or their affiliates) indirectly own a 85% equity stake (“Frigo DebtCo PLC”). FHBV and the Group are
controlled by Frigo DebtCo PLC. For the details refer to Note 26.
Parent Company
Year ended
Year ended
181
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 33 - Discontinued operations (continued)
C) Statement of comprehensive income
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Profit / (Loss) for the period from discontinued operations (22.880) 2.470 5.655 (1.770)
Other Comprehensive Income/(Loss):
Foreign currency translation gains/(losses) shareholders (4.308) (2.146) - -
Foreign currency translation gains/(losses) to non-controlling
interest
(1.603) (1.339) - -
Currency translation differences
(5.911) (3.485) - -
Actuarial Gains/ (Losses) - Net of Taxes 609 (194) 609 (194)
Items that will not be reclassified to Profit & Loss
609 (194) 609 (194)
Total comprehensive income / (loss) (28.182) (1.209) 6.264 (1.964)
Attributable to:
- Non-controlling interests
3.970 4.935 - -
- Shareholders (32.152) (6.144) 6.264 (1.964)
(28.182) (1.209) 6.264 (1.964)
Year ended Year ended
Items that will not be subsequently reclassified to income statement
Items that may be subsequently reclassified to income statement
Consolidated
Parent Company
182
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 33 - Discontinued operations (continued)
D) Balance Sheet
Consolidated
Parent
Company
Year ended Year ended
31.12.2022 31.12.2022
ASSETS
Non-current assets
Property, plant and equipment
6
121.915 485
Right-of-use assets
7
2.342 -
Intangible assets
8
10.233 1.746
Investments in subsidiaries - -
Deferred tax assets
30
181 -
Other non-current assets 307 63
Total non-current assets 134.978 2.294
Current assets
Inventories
10
115.292 -
Trade receivables
11
84.900 3.124
Other receivables
12
32.232 10
Current tax assets 2.338 -
Cash and cash equivalents
13
62.552 -
Total current assets 297.314 3.134
Total Assets 432.292 5.428
LIABILITIES
Non-current liabilities
Borrowings
15
255.939 -
Lease liabilities
7
2.055 -
Deferred tax liabilities
30
17.154 -
Retirement benefit obligations
31
3.792 2.341
Provisions
32
4.740 -
Total non-current liabilities 283.680 2.341
Current liabilities
Trade payables 83.084 3.030
Other payables
14
54.265 202
Current tax liabilities 10.314 -
Borrowings
15
120.196 -
Lease liabilities
7
1.273 -
Total current liabilities 269.132 3.232
Total Liabilities 552.812 5.573
Net liabilities (120.520) (145)
Note
183
FRIGOGLASS S.A.I.C.
Notes to the Financial Statements
in € 000's
Note 33 - Discontinued operations (continued)
E) Cash Flows Statement
Consolidated
Year ended
31.12.2022
Profit / (Loss) for the period (22.880)
Adjustments for:
Income tax expense 10.637
Depreciation 17.990
Provisions 4.411
Fire related income/cost
20
(17.000)
Impairment of tangible assets
6
600
Finance costs - net 36.486
Net (gain)/loss on disposal of property, plant and equipment (450)
Changes in working capital:
Decrease / (increase) of inventories (15.180)
Decrease / (increase) of trade receivables (21.499)
Decrease / (increase) of other receivables (1.501)
Decrease / (increase) of other non-current assets (56)
(Decrease) / increase of trade payables 14.079
(Decrease) / increase of other current and non-current
liabilities
(16.252)
Less:
Income taxes paid (6.290)
(a) Cash flows from /(used in) operating activities (16.905)
Cash flows from investing activities
Purchase of property, plant and equipment
6
(47.191)
Purchase of intangible assets
8
(966)
Proceeds from insurance compensation due to fire (property
damage)
20
27.000
Proceeds from disposal of property, plant and equipment 493
Proceeds from disposal of subsidiary 703
(b) Net cash flows(used in) /from investing activities (19.961)
Net cash generated from operating and investing activities
(a) + (b)
(36.866)
Cash flows from financing activities
Proceeds from borrowings
15
193.783
(Repayments) of borrowings
15
(145.242)
Interest paid
15
(23.316)
Principal elements of lease payments
15
(2.878)
Dividends paid to non-controlling interests (1.618)
(c) Net cash flows from/(used in ) financing activities 20.729
Net increase/(decrease) in cash and cash equivalents (a) + (b)
+ (c)
(16.137)
Cash and cash equivalents at the beginning of the period 79.207
Effects of exchange rate changes on cash and cash equivalents (518)
Cash and cash equivalents at the end of the period
13
62.552
Note
184
Alternative Performance Measures (“APMs”)
The Group uses certain Alternative Performance Measures (“APMs”) in making financial, operating and
planning decisions, as well as, in evaluating and reporting its performance. These APMs provide additional
insights and understanding to the Group’s operating and financial performance, financial condition and cash
flow. The APMs should be read in conjunction with and do not replace by any means the directly reconcilable
IFRS line items.
Definitions and reconciliations of Alternative Performance Measures (“APMs”)
In discussing the performance of the Group, certain measures are used, which are calculated by deducting
from the directly reconcilable amounts of the Financial Statements the impact of restructuring/fire costs or
income.
(Losses) / Gains from Fire and Restructuring
Fire cost/income comprise costs/income arising from the fire incident at the Group’s commercial refrigeration
manufacturing facility in Timisoara, Timis County of Romania, which caused severe damage primarily to the
plant’s production area and, consequently, to machinery and inventories located within this area. These costs
are included in the Group’s Income Statement, while the receipt of the insurance compensation for these
expenses are included in the Cash Flow Statement. However, they are excluded from Adjusted EBITDA and
Adjusted Free Cash Flow in order for the user to obtain a better understanding of the Group’s operating and
financial performance achieved from usual activity.
Restructuring costs comprise costs arising from significant changes in the way the Group conducts business.
These costs are included in the Company’s/Group’s Income Statement, while the payment of these expenses
are included in the Cash Flow Statement. However, they are excluded from Adjusted EBITDA and Adjusted
Free Cash Flow in order for the user to obtain a better understanding of the Group’s operating and financial
performance achieved from ongoing activity.
Adjusted EBITDA (Earnings before Interest, Impairment, Taxes, Depreciation, Amortization, Restructuring
and Fire cost/income)
Adjusted EBITDA is calculated by adding back to profit/(loss) before income tax, the impairments, the
depreciation, the net finance cost/income and the restructuring and fire related costs/income. Adjusted
EBITDA margin (%) is defined as Adjusted EBITDA divided by Revenue from contracts with customers.
Adjusted EBITDA is intended to provide useful information to analyze the Group’s operating performance.
(in € 000’s) 2022 2021 2022 2021
Profit / (Loss) before income tax -3.244 -1.755 -12.243 14.822
Depreciation 668 667 17.990 17.609
Impairment of tangible assets 1294 0 600 0
Fire cost / (income) and restructuring 0 0 2.012 -6.836
Net finance costs 184 103 36.486 24.628
Adjusted EBITDA -1.098 -985 44.845 50.223
Sales from contracts with customers 0 0 473.307 384.268
Adjusted EBITDA margin, % 0,0% 0,0% 9,5% 13,
1%
Continuing operations
Discontinued operations
185
Net Trade Working Capital (NTWC)
Net Trade Working Capital is calculated by subtracting Trade Payables from the sum of Inventories and Trade
Receivables. The Group presents Net Trade Working Capital because it believes the measure assists users of
the financial statements to better understand its short-term liquidity and efficiency.
Free Cash Flow
Free Cash Flow is used by the Group and defined as cash generated by operating activities after cash used in
investing activities. Free Cash Flow is intended to measure Group’s cash generation, based on operating
activities, including the efficient use of working capital and taking into account the purchases of property,
plant and equipment and intangible assets. The Group presents Free Cash Flow because it believes the
measure assists users of the financial statements in understanding the Group’s cash generating performance,
as well as, availability for debt service, dividend distribution and own retention.
Adjusted Free Cash Flow
Adjusted Free Cash Flow facilitates comparability of Cash Flow generation with other companies, as well as
enhances the comparability of information between reporting periods. Adjusted Free Cash Flow is calculated
by excluding from the Free Cash Flow (defined above) the fire related cost/income, the insurance
reimbursements related to the fire incident in Romania, the proceeds from disposal of property, plant and
equipment (PPE) and subsidiaries, as well as the restructuring costs.
Discontinued
operations
(in € 000’s)
31 December
2022
31 December
2022
31 December
2021
Trade debtors 84.900 0 66.078
Inventories 115.292 0 104.317
Trade creditors 83.084 1.368 70.102
Net Trade Working Capital 117.108 -1.368 100.293
Continuing operations
Discontinued
operations
Continuing
operations
Discontinued &
Continuing operations
(in € 000’s) 2022 2022 2021
Net cash from/(used in) operating activities -16.905 1.224 18.997
Net cash from/(used in) investing activities -19.961 0 2.821
Free Cash Flow -36.866 1.224 21.818
Discontinued
operations
Continuing
operations
Discontinued &
Continuing operations
(in € 000’s) 2022 2022 2021
Free Cash Flow -36.866 1.224 21.818
Fire cost / (income) -5.200 0 4.555
Capex related to fire incident in Romania 29.050 0 1.144
Restructuring costs 18.562 0 0
Proceeds from insurance compensation due to fire
(property damage)
-27.000 0 -15.000
Proceeds from disposal of subsidiary -703 0 -1.458
Proceeds from disposal of Tangible Assets -493 0 -487
Adjusted Free Cash Flow -22.650 1.224 10.572
186
Net Debt
Net Debt is used by management to evaluate the Group’s capital structure and leverage. Net Debt is defined
as non-current borrowings plus current borrowings (including accrued interest) plus lease liabilities less cash
and cash equivalents as illustrated below.
Adjusted Net Debt
Adjusted Net Debt includes the unamortised costs related to the €260 million Senior Secured Notes issued on
February 12, 2020.
Capital Expenditure (Capex)
Capital Expenditure is defined as the purchases of property, plant and equipment and intangible assets. The
Group uses capital expenditure as an APM to ensure that capital spending is in line with its overall strategy for
the use of cash.
Discontinued
operations
(in € 000’s)
31 December
2022
31 December
2022
31 December
2021
Long-term borrowings 255.939 0 258.237
Short-term borrowings 120.196 0 66.985
Lease liabilities (long-term portion) 2.055 0 3.745
Lease liabilities (short-term portion) 1.273 762 1.274
Cash and cash equivalents 62.552 853 79.207
Net Debt 316.911 -91 251.034
Continuing operations
Discontinued
operations
(in € 000’s)
31 December
2022
31 December
2022
31 December
2021
Net Debt 316.911 -91 251.034
Unamortised issuance costs 4.061 0 5.763
Adjusted Net Debt 320.972 -91 256.797
Continuing operations
(in € 000’s) 2022 2021
Purchase of PPE -47.191 -12.888
Purchase of intangible assets -966 -1.236
Capital expenditure -48.157 -14.124
Discontinued operations
187
Name of legal entity Frigoglass Industrial Refrigeration, Industrial and Commercial Societe Anonyme
Domicile of entity Greece
Legal form of entity Limited Liability Company Listed in the Athens Stock Exchange
Country of incorporation Greece
Address of entity's registered office 15, A. Metaxa Street, GR 145 64, Kifissia, Athens, Greece
Principal place of business
Greece
Description of entity's operations and principal activities
Head Offices for Frigoglass Group & Services for ICM's
Name of parent entity Frigoglass Industrial Refrigeration, Industrial and Commercial Societe Anonyme
Name of ultimate parent of group Frigoglass Industrial Refrigeration, Industrial and Commercial Societe Anonyme
Company’s web page www.frigoglass.com
Legal Entity Identifier ( LEI ) code of reporting entity 2138003J1IUF4RSQ4K72
Data related to the European Single Electronic Format ( ESEF )
188
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