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ATHENS INTERNATIONAL AIRPORT S.A.
ANNUAL FINANCIAL REPORT
FINANCIAL YEAR 2023
COMPANY’S GENERAL COMMERCIAL REGISTRY No. 2 229601000
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Table of Contents
1. Statements of the Board of Directors' Members ................................................... 3
2. Board of Directors’ Report ..................................................................................... 5
A. The Company ........................................................................................................................ 8
B. Significant Events of Financial Year 2023 ................................................................................ 13
C. Selected Alternative Performance Measures ............................................................................ 32
D. Corporate Governance Statement .......................................................................................... 35
E. Strategic Goals and Outlook .................................................................................................. 68
F. Main Risks relevant to the Next Financial Year ........................................................................ 69
G. Related Parties Transactions ................................................................................................. 74
H. Non-Financial Statement - ESG .............................................................................................. 75
I. Board of Directors’ Explanatory Report .................................................................................. 112
J. Appendix ............................................................................................................................ 121
3. Audit Committee Report .................................................................................... 126
4. Independent Auditors Report ........................................................................... 133
5. Full Year Audited Financial Statements ............................................................ 141
5.1 Income Statement of the Company .................................................................................. 143
5.2 Statement of Comprehensive Income of the Company ....................................................... 144
5.3 Statement of Financial Position of the Company ................................................................ 145
5.4 Statement of Changes in Equity of the Company ............................................................... 146
5.5 Statement of Cash Flow of the Company ........................................................................... 147
5.6 Notes to the Financial Statements .................................................................................... 148
6. Website of the Annual Financial Report ............................................................ 202
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1.
Statements of the Board of Directors' Members
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Statements of the Board of Directors’ Members
on the true presentation of the data contained within the Annual Financial Report
Pursuant to the provisions of article 4, par. 2c, Law No. 3556/2007, as in force, we Michail Kefalogiannis, Chairperson of the Board of Directors, Ioannis N. Paraschis, Managing Director (CEO), and Gerhard Schroeder, Vice-Chairperson state that to the best of our knowledge:
a. The Annual Financial Statements, which were prepared in accordance with the applicable International Financial Reporting Standards (IFRS), fairly represent the assets and liabilities, the equity and results of the company Athens International Airport S.A. for the period 1 January 2023 to 31 December 2023.
b. The Annual Report of the Board of Directors fairly represents the performance, results of operations and financial position of the company Athens International Airport S.A., as well as a description of the main risks and uncertainties it faces.
Athens, 01 March 2024
By authority of the Board of Directors
Michail Kefalogiannis
Chairperson of the BoD
Dr Ioannis N. Paraschis
Managing Director (CEO)
Gerhard Schroeder
Vice Chairperson of the BoD
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2.
Board of Directors’ Report
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Board of Directors’ Report – Table of Contents
A. The Company ........................................................................................................... 8
A.1 The Company at a Glance ........................................................................................................ 9
A.2 Main Activities ....................................................................................................................... 12
B. Significant Events of Financial Year 2023 ............................................................. 13
B.1 Business Environment ........................................................................................................... 13
B.2 Business Developments ......................................................................................................... 16
C. Selected Alternative Performance Measures ......................................................... 32
D. Corporate Governance Statement ......................................................................... 35
D.1 Corporate Governance Code .................................................................................................. 35
D.2 Deviations from Special Practices of the Corporate Governance Code ....................................... 36
D.3 Operation Regulation ............................................................................................................ 37
D.4 Main features of the Systems of Internal Audit and Risk Management in relation to the Financial
Reporting Process ................................................................................................................ 37
D.5 Information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC on public
takeover bids ....................................................................................................................... 39
D.6 General Meeting and Shareholders’ Rights .............................................................................. 39
D.7 Composition & Operation of the Board of Directors, and other Company Bodies & Committees ... 46
D.8 Information according to article 10 of Law 4961/2022 on “Emerging information and
communication technologies strengthening digital governance and other provisions” ................ 67
E. Strategic Goals and Outlook .................................................................................. 68
F. Main Risks relevant to the Next Financial Year ..................................................... 69
F.1 Financial Risk Management .................................................................................................... 72
F.2 Capital Risk Management ....................................................................................................... 73
G. Related Parties Transactions ................................................................................. 74
H. Non-Financial Statement - ESG ............................................................................. 75
H.1 Business Model ..................................................................................................................... 75
H.2 Sustainability Strategy ........................................................................................................... 83
H.3 Sustainability Governance ...................................................................................................... 86
H.4 Impact Management ............................................................................................................. 88
H.5 Partnerships for Sustainability ................................................................................................ 91
H.6 Our Approach to Risk Management ........................................................................................ 92
H.7 EU Taxonomy ....................................................................................................................... 93
H.8 Environment and Climate Change .......................................................................................... 97
H.9 Social and Labour ............................................................................................................... 100
H.10 Governance ...................................................................................................................... 104
I. Board of Directors’ Explanatory Report ............................................................... 112
J. Appendix .............................................................................................................. 121
J.1 BoD Members’ Resumes ....................................................................................................... 121
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Introduction
Dear Shareholders,
This Annual Board of Directors’ report of Athens International Airport S.A. (hereinafter “AIA” or “Company”), covers the twelve-month period ending 31.12.2023. The report has been prepared in accordance with the relevant provisions of articles 150-152 of Law 4548/2018, article 4 of Law 3556/2007 and decision 8/754/14.4.2016 of the Board of Directors of the Hellenic Capital Markets Commission.
The Company’s Annual Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as endorsed by the European Union.
This report includes, among others, a summary of the development, performance financial position and results of the Company, description of significant events that took place during the current financial year, a description of anticipated significant risks and uncertainties for the following financial year, a disclosure of material transactions that took place between the Company and its related parties, presentation of qualitative information and estimates relating to the development of operations of the Company for the following financial year, as well as a presentation of the most significant non-financial information that have an impact on the Company.
The Company’s Financial Statements, the auditor’s report and the Annual Report of the Board of Directors are posted on the Company’s website: https://www.aia.gr/investors/en/financial- information/financial-statements
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A. The Company
Athens International Airport S.A. (“AIA” or the “Company”) was established in 1996 as a public-private partnership with an initial 30-year concession governed by the Airport Development Agreement (ADA), as ratified by Greek Law 2338/95, by which the Company was granted with the exclusive right and obligation of the design, financing, construction, completion, commissioning, maintenance, operation, management, and development of the Athens International Airport “Eleftherios Venizelos”, (the Airport). Further, by virtue of Greek Law 4594/2019, the ADA Extension Agreement was ratified, and the duration of the concession was extended for 20 additional years (i.e., until 11th June 2046), while it was further amended and ratified by Law 5080/2024.
Pursuant to Article Three of Law 2338/1995, AIA is a public utility company, operating according to the rules of the private economy, is not included in the category of enterprises and/or organisations of the public sector or even within the broader public sector, and is not subject to legislative provisions governing companies belonging directly or indirectly to the Greek State. AIA is governed by that law as amended and in force, and in combination with the provisions of Laws 4548/2018, 3656/2007 and 4706/2020.
The ADA, which governs the operation and development of the Airport has been ratified by the aforementioned law 2338/1995, as in force constituting a lex specialis and an ad hoc unique regulatory regime, which supersedes any other provision of law, as foreseen therein. The ADA was further amended pursuant to an amending agreement between the Greek State and the Company, dated December 7, 2023, ratified by Greek Law 5080/2024, which provides for certain amendments to the ADA that were necessary for the purposes of the admission of the AIA’s shares to listing and trading on the Main Market of the Regulated Securities Market of the Athens Exchange. In the context of the disposal by AIA’s shareholder Hellenic Republic Asset Development Fund S.A. (the “HRADF”) of a 30% participation in the share capital of the Company, an initial offering to the public in Greece and an offering to institutional investors outside of Greece took place (the Combined Offering), both of which were completed on 1.02.2024. The trading of AIA’s shares on the Main Market of the Regulated Securities Market of the Athens Exchange commenced on 07.02.2024 (the Trading Date).
On 31 December 2023 , the shareholding structure of AIA was the following:
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Following the Trading Date and as of the date of this report, the shareholding structure is as follows:
As of the date of this Report, AviAlliance GmbH holds 50% plus 60 ordinary shares, corresponding to 50.00002% of the Company’s share capital. AviAlliance is a limited liability company incorporated under the laws of Germany, registered with the local court (Amtsgericht) of Düsseldorf under number HRB 76408, and with its registered office at Klaus-Bungert-Straβe 5, 40468 Düsseldorf, Germany. Ultimate shareholder of AviAlliance GmbH is Public Sector Pension Investment Board”, whose registered office is in Canada (Ottava, Ontario).
In addition, as of the date of the Report, Hellenic Corporation of Assets & Participations S.A. (HCAP) holds 25.5% of the Company’s share capital. Sole shareholder of HCAP is the Greek State, duly represented by the Minister of National Economy and Finance.
AIA holds a participation of 34% shares in the share capital of the company under the trade name “Athens Airport Fuel Pipeline Company S.A.”.
The Company’s Articles of Association, as in force, were amended by virtue of resolutions of the General Meeting of the Shareholders dated May 6, 2022, November 2, 2023, December 4, 2023, and January 12, 2024. By virtue of article 65 of Law 5045/2023, the amendments of the Articles of Association resolved on December 4, 2023, have been effective from the date of commencement of trading of the Company’s Ordinary Shares on the Main Market of the Regulated Securities Market of the Athens Exchange, i.e., 7.2.2024 and constitute the current codified Articles of Association of the Company.
AIA’s financial year ends on December 31. The Company is domiciled in Greece and is resident in Greece for tax purposes.
A.1 The Company at a Glance
AIA has proven to be a resilient, efficient, and profitable operator of the largest civil airport in Greece. The Company is the sole and exclusive 1 operator of a major commercial airport within a catchment area of
1 Pursuant to Law 2338/95, no new airport will be developed as an international airport within 50km of Syntagma Square with the benefit of the Greek State Support until and unless more than 50mn passengers by air use the airport in any continuous period of 12 months. An existing airport in this area may be developed to an international airport once AIA crosses 30 million passengers in 12 months, with airport charges and fees not lower than AIA (ref. Art. 3.2.1 ADA).
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approximately 6 million people within the wider region 2 and offers flight links to the rest of the country, including the Greek islands. The Airport’s location in the Attica region, Greece’s economic center, allows it to benefit from the resilience of leisure traffic, the general trend toward lengthening of the tourism season and Greece’s currently favourable macroeconomic backdrop. The Airport served more than 28 million passengers in 2023, with traffic already exceeding pre-Covid-19 levels, outperforming many of its European peers 3 .
2 https://www.statistics.gr/2021-census-res-pop-results
3 ACI EUROPE Airport Traffic Report - December Q4 H2 FY 2023
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Note: Variations calculated on the primary figures prior to conversion to mios.
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For definition of Adjusted EBITDA see “Selected Alternative Performance Measures” Section.
A.2 Main Activities
According to article 2 of the Articles of Association, the Company’s object is inter alia :
a. To carry out any and/or all the business or activities connected with the design, financing, construction, completion, commissioning, maintenance, operation, administration, and development of the Airport. To provide and operate or ensure the provision and operation (either within the site of the Airport or in areas adjacent to it or elsewhere) of aviation facilities and services, air traffic control, data processing systems and telecommunications, security systems, restaurants and catering, storage areas and offices, retail sale and whole sale of goods, hotels and conference rooms, recreation areas, handling of cargoes, repair shops and maintenance facilities, production of electric power, transportation and any kind of transportation related activities, as well as any other facilities, services and amenities (related to the foregoing or not) which are necessary for and/or supplementary to the operation of the Airport and the arrival, departure and handling of aircraft, passengers, luggage, cargoes, freight and mail.
b. To provide education and training services.
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c. To carry out any act whatsoever which is necessary or expedient, at the discretion of the Board of Directors, for the implementation of the ADA, as such is in force from time to time, whose terms are binding on the Company, as well as for the performance of the Company's obligations and the exercise of any or all of the Company’s rights and powers and for the carrying out of all the activities which are allowed by virtue of the ADA.
d. To implement any other activities whatsoever (economic, commercial, industrial, non-commercial, real estate, capital-linked or other) which, in the opinion of the Board of Directors serve or may serve the Company's objects, as such objects are described in detail in (a) to (d) (objects) hereof.
The Company has usufruct rights until the end of the concession over an area of approximately 16.5 square kilometers granted under the ADA and includes a main terminal building of approximately 185,000 square meters as well as a satellite terminal building of approximately 34,000 square meters and approximately 338,000 square meters of developed non-terminal commercial land area. It features 24 contact bridges, of which 10 can be used for non-Schengen flights and 12 for Schengen flights and 2 can be used for both flight types, and 75 remote aircraft parking positions, which can be used for Schengen and non-Schengen flights. Freight transport is handled at four cargo terminals. The airfield at the Airport includes two parallel independent runways separated by 1,575 meters each connected to a double taxiway system; the Eastern runway is 4,000 meters long and 45 meters wide and the Western runway is 3,800 meters long and 45 meters wide. In addition, the Airport features a control tower, three aircraft maintenance hangars, three catering facilities, four cargo terminals, one air mail building, a veterinary and phytogenic control station, a sewage treatment plant, two ramp service stations, four car parks for passengers and visitors with 7,350 available spaces and other ancillary facilities.
The Company’s business is divided into two categories as defined in the ADA, Air Activities and Non-Air Activities: Air Activities include services provided by the Airport to airlines and passengers with respect to landing, parking, and servicing of aircraft, the handling of passengers, baggage cargo or mail on Airport premises, and the transfer of passengers, baggage, cargo, or mail to or from aircraft. Furthermore, they include airside concessions and a number of rentals and other services. Non-Air Activities include services related to commercial and retail services, car parking, off-terminal real estate and a number of rentals and other services.
B. Significant Events of Financial Year 2023
B.1 Business Environment
a. Global Economy
[4]
Following the Covid-19 pandemic, and despite Russia’s invasion of Ukraine and the cost-of-living crisis, the global economy is recovering and is proving resilient. Inflation is falling faster than expected from its 2022 peak, with a smaller-than-expected toll on employment and activity, reflecting favorable supply-side developments and tightening by central banks, which has kept inflation expectations anchored. At the same time, high interest rates aimed at fighting inflation and a withdrawal of fiscal support amid high debt are expected to weigh on growth in 2024. Global growth is projected to slow from 3.5% in 2022 to 3.1% in 2023 and 2024.
4 IMF, World Economic Outlook, January 2024
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Global headline inflation is expected to fall from 8.7% in 2022 to an estimated 6.8% in 2023 (annual average) and 5.8% in 2024. Advanced economies are expected to see faster disinflation, with inflation falling by 2.0% in 2024 to 2.6%, compared to the emerging markets and developing economies, where inflation is projected to decline by just 0.3% to 8.1%. The drivers of declining inflation differ by country, but generally reflect lower core inflation as a result of still-tight monetary policies, a related softening in labour markets, and pass-through effects from earlier and ongoing declines in relative energy prices.
Overall, about 80% of the world’s economies are expected to see lower annual average headline and core inflation in 2024. In several major economies, the downward revision to the projected path of inflation, combined with a modest upgrade to economic activity, implies a softer-than-expected landing.
Advanced economies are expected to see growth decline slightly in 2024, with a recovery in the euro area from low growth in 2023 and a moderation of growth in the United States. Emerging market and developing economies are expected to experience stable growth through 2024, with regional differences. For advanced economies, growth is projected to decline slightly from 1.6% in 2023 compared to 2.6% in 2022 - to 1.5% in 2024.
Growth in the euro area is projected to recover from its low rate of an estimated 0.5% in 2023, which reflected relatively high exposure to the war in Ukraine, to 0.9% in 2024. Stronger household consumption as the effects of the shock to energy prices subside and inflation falls, supporting real income growth, is expected to drive the recovery.
In the United States, growth is projected to fall from 2.5% in 2023 to 2.1% in 2024, with the lagged effects of monetary policy tightening, gradual fiscal tightening, and a softening in labor markets slowing aggregate demand.
In emerging market and developing economies, growth is expected to remain at 4.1% in 2024. Growth in China is projected at 5.2% in 2023 and 4.6% in 2024.
b. Greek Economy 5
Despite the intense turbulence and extreme fluctuations that were created by the most recent successive imported crises, i.e., the pandemic, the energy markets and the sharp escalation of inflation, the Greek economy appears to be gradually completing a strong recovery cycle that is healing many of the wounds of the decade-long debt crisis, bringing it closer to normality.
There are many individual indicators that reflect this recovery, as GDP has been growing faster than the European averages. This growth is accompanied by a systematic decline in unemployment and an increase in investment which is also higher than European growth rates.
The domestic economic climate is also recovering, reaching a high of 15-year level. Achievements in structural reforms and debt reduction have been reflected in Greece’s sovereign debt rating, which returned to investment grade in September 2023. The rise in the Athens Exchange was also particularly strong in 2023.
5 EC Winter Economic Forecast 2024, Institutional Paper 268 | February 2024; IOBE, 3 Months Report on Greek Economy, Issue 4 th /23, January 2024; OECD Economic Outlook, Volume 2023 Issue 2: Preliminary Version, November 2023
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Since the Covid-19 pandemic, Tourism has moved dynamically and has been a critical component of the overall recovery. Tourism also made a crucial contribution to the economy during the ten-year crisis as well, cushioning it to a certain extent.
Growth is projected to slow to 2.2% in 2023 from 5.6% in 2022, and to 2.3% in 2024. Following the strong recovery in 2022, consumption growth decreased substantially but remained one of the main growth drivers last year. Despite tightening financing conditions, investment made a significant contribution, thanks to strong construction activity and the implementation of the Recovery and Resilience Facility (RRF). The slower than expected recovery of Greece’s key EU trade partners weighed on export growth, still net exports had a positive contribution to growth. GDP is expected slightly increased at 2.3% in 2024. Consumption is expected at the same level as in 2023 resulting in a slightly lower contribution to real GDP growth, while Investment is expected to pick up as the Recovery and Resilience Plan (RRP) implementation gains speed, and as financing conditions ease. However, investments are likely to induce higher import demand for both goods and services, which is projected to reduce the positive contribution of net exports in 2024.
Harmonised Index of Consumer Prices (HICP) inflation moderated to 4.2% in 2023. Core inflation was substantially higher, at 5.3% in 2023 on average, but declined below the level of HICP inflation by December 2023. This reflects a progressive moderation of demand pressures on core prices and lower- than-expected pass-through of previous energy and food price shocks. The tightening labour market, together with the recently announced minimum wage increase (as from April 2024), is expected to put some upward pressure on prices, which would partly offset the impact of lower energy prices on inflation. Overall, HICP inflation is expected to decline more gradually in 2024 to 2.7%.
c. Industry Environment
For the aviation industry worldwide, the year 2023 was a year of recovery from the severe effects of Covid- 19, with air travel demand almost reaching the pre-covid 2019 levels, but also a year of new macroeconomic and industry challenges. According to IATA 6 , industry-wide demand for air travel in 2023, as measured in revenue passenger-kilometers (RPKs), reached 94% of 2019 levels Passengers around the world clearly demonstrated that they deem air transportation necessary, even in the face of record-high jet fuel prices and the wars in Ukraine and the Middle East and their associated impact on international operations.
At the Airports’ front, according to the Airports Council International (ACI World) 7 , global passenger traffic in 2023 is projected at approximately 94.2% of the 2019 level. By the end of 2023, the North America region is estimated reach 99.8% of the 2019 level. The Latin America-Caribbean region is forecasted to be the first region to surpass its 2019 level. In 2023, the region is estimated to reach 102.9% of the 2019 level. The Middle East region is predicted to reach 96.8% of the 2019 level. The Africa region is expected to be at 96.3% of the 2019 level, in the year 2023, while the Asia-Pacific region is expected to reach 87.3% of the 2019 level, having a substantial jump in passenger traffic in the first half of 2023, bur with its recovery slowing down significantly in the second half of the year due to challenges in overseas tourism and looming economic concerns.
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Air Passenger Market Analysis (iata.org)
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Global passenger traffic expected to recover by 2024 and reach 9.4 billion passengers | ACI World
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Looking into more detail in Europe, according to ACI Europe 8 , the passenger traffic at European airports reached nearly 95% of pre-pandemic 2019 levels, despite inflationary pressures, high air fares and geopolitical tensions. At the same time, there is high dispersion in the performance amongst national markets and individual airports, signifying that Europe has become a disintegrated airport market, reflecting structural developments and differences amongst individual markets. Best performing airports are in countries relying on incoming tourism and VFR (Visit Friends and Relatives) traffic, incl. Greece, or in emerging aviation markets, benefiting from traffic shifts due to the war in Ukraine or alternatively from Ultra-low cost carrier stimulation. Athens International Airport is among the fastest recovering European airports, with approximately 10% growth over 2019.
B.2 Business Developments
a. Key Corporate Developments
Substantial progress in 2023 across all strategic pillars
Traffic Developments
Overall, the year 2023 ended with Athens International Airport’s traffic amounting to 28.17 million passengers, exceeding the 2022 levels by 24% and higher than the respective 2019 levels by 10.2%. Analytically, domestic and international passengers surpassed the 2022 levels by 18.9% and 26.4%, while also exceeding the 2019 levels by 13.3% and 8.8%, respectively. The year was characterised by strong air travel demand despite macroeconomic and geopolitical challenges.
During the first quarter of the year, passenger traffic has already surpassed the 2019 levels by 2.4%, with both domestic and international segments exceeding the 2019 record levels. In the course of the second and third quarters of the year, the strong passenger demand momentum resulted in growth levels in comparison with 2019 at the level of 10%. During the last three months of the year, the summer momentum did not only continue but also further accelerated with passenger demand remaining strong and effectively unaffected by the macroeconomic and geopolitical challenges and further positively impacted by attractive airline offers. As a result, passenger traffic exceeded in the last quarter the corresponding 2019 levels by almost 16%.
In 2023, Athens was directly connected with scheduled services with 156 destinations-cities ( 143 in 2022 and 157 in 2019 ), in 57 countries ( 50 in 2022 and 55 in 2019 ), operated by 66 carriers ( 66 in 2022 and 66 in 2019 ). Aircraft movements amounted to 241,605, i.e., 13.2% above the 2022 levels and 7.1% above the respective 2019 levels. Analytically, both domestic and international flights were above the 2022 volumes by 7.4% and 18.1, while versus 2019 levels, the observed growth was at the levels of 10.5% and 4.6%, respectively.
In 2023, a challenging year for global air cargo volumes, AIA’s air cargo traffic reached approx. 94 thousand tonnes declining by 7.4% compared to 2022 volumes and reaching the 2019 levels. Freight traffic amounted c. 90 thousand tonnes, experiencing a 7.5% decrease compared to 2022 but remained above
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Airports Council International Europe | ACI EUROPE - Media (aci-europe.org)
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2019 volumes (+4.9%) compensating for the further decrease of mail (postal) traffic which amounted c. 4 thousand tonnes (-4.9% vs 2022 and a -51.2% vs 2019). With regards to the latter, since the pandemic, global postal volumes are continuously declining, due to the emergence of large digital platforms that transport cross-border e-commerce by freight.
Seasonality of Business
Our revenue and other income and our results of operations are substantially dependent on overall passenger traffic volume, which is subject to seasonal and other changes in traffic patterns. Passenger traffic in the summer period between July and September is approximately two times higher than the traffic during the winter period between January and March. Our revenues tend to be lower in the first quarter (which is the lowest in terms traffic) and higher in the third quarter (which is the highest in terms of traffic), compared to the remaining quarters of the year.
Air Activities
Airport Operations
Throughout the year, t he Company deployed all necessary operational measures and resources to deliver smooth and efficient operations.
AIA’s winter operations plan was put into effect in the period 5-8 February 2023, with moderate to heavy snow fall affecting the wider Attica region. The airport remained operational at all times, whilst a limited number of flights was cancelled mainly due to the adverse weather conditions prevailing at domestic destinations.
On the 14 th of February, the last remaining COVID-19 restrictions, that had been introduced by the Greek Government relating to passengers arriving on direct flights from China, were lifted.
With regards to Air Traffic control, following a poor performance during the period March until end of June due to air navigation infrastructure defects and industrial issues raised by the Air Traffic Controllers (ATC),
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the performance was normalized from July onwards. For the restoration of normal operations of the national Air Navigation Service Provider (ANSP), which is the Hellenic Aviation Service Provider (HASP), AIA’s Management along with other key aviation stakeholders, repeatedly consulted the relevant State authorities and the Ministry of Transportation for an imminent solution. Indeed, improvement of ATC performance rate in conjunction with lower rate of en route Air Traffic Flow Management (ATFM) delays (as compared to 2022), allowed for a significantly better on time performance of airlines operating to/out of the Airport throughout the peak summer period. However, the offered ATC capacity is still falling short to address AIA’s traffic dynamics.
It is worth mentioning that the summer 2023 period performance in Athens has also been affected by the significant non-scheduled General Aviation/Business Aviation (GA/BA) traffic, which is very high compared to European metropolitan airports, mainly driven by the business and tourism growth rate, in combination with the limited apron capacity of the Greek regional airports, which resulted in the redirection of portion of this traffic segment to AIA.
For the 2023 summer period, contrary to operational disruptions realized at several major international airports, no major labour shortages were recorded at the Airport, as a result of a cautious strategy followed during the pandemic period, which allowed to retain resources through the State sponsored work sharing program of Syn-ergasia. Furthermore, the handling of inbound shortshipped/rush passenger bags proved successful.
Given the significant traffic of the winter season (29 October 2023 31 March 2024), operations at the Satellite Terminal Building continued in full deployment.
An extensive three-day aerodrome compliance oversight inspection and assessment was carried out by the Hellenic Civil Aviation Authority (HCAA) auditors in September, in accordance with the EASA regulatory framework . This assessment revealed only minor findings, most of them immediately addressed, whilst AIA received its renewed Certificate of Aerodrome Operations of indefinite term.
In regard to Security, a General Audit of AIA’s Security System was conducted by security inspectors of the HCAA , who assessed the security operation’s compliance with all chapters of the National Civil Aviation Security Regulation provisions.
Additionally, the HCAA conducted a specified audit, as well as a specified inspection of the security equipment. The results of the above-mentioned audits confirmed that AIA maintains a high level of security and complies with the regulations and best practices with regards to the provision of security services to the travelling public.
In the context of AIA’s role as the coordinator, facilitator and accelerator of development of the ground handling and cargo community, the following initiatives were jointly coordinated and concluded:
- Procurement and installation of 18 electric vehicles (EV) and Ground Support Equipment (GSE) charging positions were developed on various locations of the apron. The current total of 70 EV and GSE charging positions fully covers the ground handlers’ imminent and prospective needs.
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- Procurement and installation of a Passenger Boarding Bridge training simulator, aiming at further improving the skills of the ramp agents serving passenger boarding bridges.
- AIA was recognized by IATA for its valuable support and contribution to the local cargo community, receiving IATA’s CEIV Pharma certification. This joint effort, aiming at establishing a seamless pharma handling chain, includes all ramp and cargo handlers, various freight forwarders and a trucking company.
For the 12 th time in a row, Athens Airport’s aviation fuel supply chain, was awarded the Sustained Performance Award by the Joint Inspection Group (JIG). It is worth mentioning that OFC, the concessionaire operating the Tank Farm and Hydrant Refueling System, is the only Airport Tank Farm and HRS operator worldwide, which has been awarded 15 consecutive JIG Awards (2008-2023).
During a record year in terms of passenger traffic, Terminal Services staff responded to more than 6.7 million passenger and visitor queries (+32% vs. 2022 and +75% vs. 2019). The Airport Call Centre handled approximately 370,000 telephone inquiries with almost 94% of callers being served within the first 20 seconds. Over 6,000 enquiries were received and processed electronically via email.
Pricing and Airport Marketing
The annual consultation on the level of aeronautical charges with the Airport users was held in February 2023 under the Airport Charges Directive (2009/12/EC) as transposed to the Greek legislation (PD 52/12). Following the consultation, the Company announced that aeronautical charges remain unchanged with no increase.
The positive course of passenger traffic, which was already evident as from the second half of 2022, continued throughout 2023 resulting in strong growth figures. Prior to the improved outcome, AIA’s route development team had intensified discussions and meetings with airlines on recovery and growth plans. As a result, by the end of 2023 remarkable results were noted on the major markets of Europe and the USA, which represent more than 87% of the airport’s international traffic. Such discussions were also held with Asian carriers, which as they were among the last to recover the pandemic effects, they have started to plan growth by the end of the year.
In 2023, the overall Developmental Incentives’ Scheme continued to apply in a fully transparent and non- discriminatory manner. After March 2023, AIA lifted the temporary support measures (Restart Incentive) introduced during the previous period to mitigate the costs of operating airlines that had been severely affected during the lockdown periods and to support and encourage the recovery of international flights.
Athens network’s recovery and restoration of connectivity, along with the impressive growth of passenger traffic, and excellence in aviation marketing strategy, were recognised by the airlines themselves and led Athens International Airport to the top airport of Europe in the highly competitive category of airports with more than 20 million passengers annually in “ROUTES EUROPE 2023” awards.
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Non-Air Activities
Retail Concession Activities
As of December 31, 2023, the Company has entered into 70 concession agreements with a portfolio of 19 commercial retail operators, 5 food & beverage operators and 6 car rental operators, including large international commercial operators, as well as several local operators. Commercial terms with retail and food & beverage stores include variable fees along with minimum annual guaranteed amounts as well as cash or bank security guarantees that enhance the financial robustness of the agreements. Retail concession agreements generally provide for a term between 5 to 8 years against the payment of monthly variable fees based on turnover, and for a minimum annual guarantee, which is payable only if and to the extent it exceeds the aggregate annual variable fee. A similar fee structure is in place for all advertising at the Airport as part of a relevant concession agreement.
As of December 31, 2023, the Airport had a total number of 155 stores, including 75 commercial retail stores, 47 food & beverage locations and 33 service stores, covering a total of over 13,500 square meters, and the occupancy rate of commercial retail terminal space was approximately 99%.
Apart from the significant passenger growth, the main drivers of the year’s performance have been a favourable passenger spending profile and the improved commercial concept portfolio following AIA’s “Best of Greece” strategy roll-out, whereby Greece-focused concepts and brands from the high street were introduced to AIA’s terminals. Overall, the year saw the introduction of 8 new Retail, F&B and Services concepts further contributing to the extensive commercial offering transformation of the past few years.
Additional key contributors to the commercial revenues increase were UK passengers’ eligibility for Duty- Free, l imited in-flight meal service on most economy flights, increased connectivity to US destinations and price inflation. All these enabled AIA to overcome the negative impact of adverse geopolitical developments on passenger traffic from destinations with high-spending passengers such as Russia, Ukraine and, for the last 2 months of the year, Israel.
Parking Services
AIA operates 2 short-term car parks offering 1,200 spaces, a long-term car park offering 5,800 spaces and a business/valet car park with 350 spaces. Car parking services are offered pursuant to a contract management agreement with a fixed fee. To improve curbside operations and address improper utilization of terminal curbsides by car users, the Airport introduced an access control scheme in June 2023, applying charges after beyond certain vehicle stopping time.
In 2023, we paid increased attention to the optimal management of parking capacity by closely monitoring the daily occupancy of parking spaces and making necessary adjustments. Revenue form online bookings reached 4 0 % of the total parking revenue and almost 60% of long-term parking revenue. Our dedicated staff were on full standby and successfully kept the entire AIA road network and parking lots open throughout the year, ensuring smooth and safe vehicle circulation.
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Rentals, IT&T and other
Property
Looking into the office and space leases portfolio, AIA has lease agreements with public entities for single- use buildings accommodating the Police administration, the Airport’s control tower operated by HASP, the HCAA's new headquarters and the Veterinary & Phytogenic control.
On the space leases to the private entities, the 2023 year-end space occupancy stood at 83% versus 78% in 2022.
On the revenue side, from both private and public entities, revenues increase d in 2023. This positive revenue performance is mainly attributed to additional rents resulting from the new agreements for the major main MRO (Maintenance Repair Overhaul) hangar occupied by Olympic Air (since December 2022) and the HCAA headquarters (since January 2023) as well as to the applicable annual increase in rental fees.
Information Technology and Telecommunications
The Company’s IT&T landscape is supported by up-to-date solutions and is comprised of approximately 190 software systems and services, which are regularly upgraded or modernized in accordance with the industry’s best practices to maintain the Airports competitive position.
In 2023, IT & Telecommunications (IT&T) rendered increased revenues, while the KPI for systems availability of all critical services reached 99.96%.
All IT&T services are ISO 9001:2015 and ISO/IEC 20000-1:2018 certified. Within the framework of reviewing the Information Security Management System (ISMS), the Information Technology & Cyber Security Services department is working towards getting ISO 27001 certified.
Cyber Security remains at the top of AIA’s priorities. In this context, AIA implements a multi-layered defense strategy with organizational and technical controls. More specifically, towards putting AIA’s Cyber Security Strategy into practice, enhancement of cyber security awareness was targeted through phishing and smishing campaigns, a tailor - made video for AIA employees and Thematic Newsletters. In addition, a Cyber
War Crisis tabletop exercise was conducted with AIA management involvement. The cooperation framework with EUROCONTROL was expanded with the addition of cybersecurity and a corporate Third- Party Cyber Risk Management process was initiated towards evaluating the info security maturity of AIA's third parties.
The IT&T Disaster Recovery annual exercise for 2023 was successfully concluded ensuring backup and recovery procedures are in place to eliminate the possibility of data loss, infrastructure and/or software failures and to validate the existing redundancy arrangements for IT&T critical systems.
Within the year, the Company’s efforts in the areas of IT&T and digital innovation were recognized in the framework of the “DEH Bite Awards 2023” under the categories: “5G applications”, “Continuous business improvement” and “Digital transformation customer experience” for our “New 5G application PoC of ‘Smart Glasses’”, the “New Energy Platform (EIS)”, and the new “Enterprise Asset Management (EAM)” platform. 
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IT&T in cooperation with Athens University of Economics and Business (AUEB), successfully completed the 4th “DIGITAL GATE”; an airport innovation challenge program fostering youth entrepreneurship, aiming to identify the best solutions and applications for new digital services and innovative business activities within the Airport.
AIA, committed to being at the forefront of innovation towards shaping a future that offers services that meet the airports' evolving needs, founded in 2021, along with AdR, AENA and Nice Côte d'Azur Airport, a dynamic network, currently joined by additional international airports, aiming to create economies of scale in regard to innovative solutions production and implementation. At this stage, the network is working towards shaping a joint call for startups in the field of “Seamless Travel Experience”.
b. Major Corporate Projects and Developments
IPO
Pursuant to the fact that the listing of AIA’s shares on a regulated market has always been considered as one of the main options by AIA’s shareholders, an option that has also been reflected in the ADA, the Company’s shareholders signed a Memorandum of Understanding (MoU) on June 1 st , 2023, in order to explore the potential for HRADF to sell its 30% shareholding in AIA through Initial Public Offering (IPO) and the listing of all AIA’s shares for trading on the Main Market of the Regulated Securities Market of the Athens Exchange (ATHEX) . Within this context, during 2023, the Company in coordination with its shareholders took all the preparatory steps to enable the successful completion of the IPO with a target day of commencement of trading the 7 th of February 2024. As part of these preparatory steps the Company engaged expert technical, financial, legal, communication and other advisors to provide the necessary support. The key milestone events that took place during the reporting period within the context of the IPO and listing of the Company shares are the following:
Extraordinary General Meeting of shareholders on July 6, 2023, deciding on the initiation of regarding the potential IPO and grant of relevant authorizations to BoD and management
Publication of L.5045/2023 ratifying necessary provisions for the IPO
Extraordinary General Meeting of shareholders on November 2, 2023, deciding share split and amendment of Art. 5.1 of the Company’s Articles of Association
Publication of interim 9-months financial results on 15 November 2023
Pre-marketing activities during October and Analyst Presentation on November 23, 2023
Extraordinary General Meeting of shareholders on December 4, 2023, deciding on ADA amendments, the listing of AIA shares in the Main Market of the Regulated Securities Market of the Athens Exchange and the amendment of the Company’s Articles of Association to align with provisions of law 4548/2018 and law 4706/2020 on listed sociétés anonymes subject to the fulfillment of the condition precedent of the commencement of trading of the Company’s shares on the Main Market of the Regulated Securities Market of the Athens Exchange
Extraordinary General Meeting of shareholders on December 14, 2023, deciding on distribution of interim dividend for financial year 2023 and appropriation of profits (retained earnings)
Extraordinary General Meeting of shareholders on December 15, 2023, deciding the entry into a framework agreement with AviAlliance as per the MoU, and election of a new Board of Directors, and appointment of independent non-executive members pursuant to Article 5 para 2 of law 4706/2020 subject to the fulfilment of the condition precedent of the commencement of trading
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of the Company’s shares on the Main Market of the Regulated Securities Market of the Athens Exchange.
33 Million Annual Passengers (MAP) Master Plan
In the 12-month period that ended in May 2019, passenger traffic surpassed 95% of annual capacity. Thereafter, in accordance with the provisions of the ADA, the Master Plan for the phased increase of the Airport’s capacity up to a maximum of 50 million passengers per year was prepared by AIA with the support of its technical advisors. The Masterplan was submitted to the HCAA and was approved by the latter on December 27, 2019. The 33MAP Master Plan, the first capacity expansion phase in the Master Plan, is designed to increase the capacity to 33 million passengers per year from 26 million currently. The implementation of the 33MAP was suspended during the Covid-19 pandemic, during which period traffic dropped below the threshold of 90% of terminal facilities annual passenger capacity. In light of the strong passenger traffic recovery at the Airport following the Covid-19 pandemic, the Company has now resumed the implementation of the 33MAP since passenger traffic over the previous 12 months has again reached 95% of terminal facilities annual capacity as of April 2023. The 33MAP includes expansion of the main terminal building by approximately 81,000 square meters, development of new apron for 32 stands and associated airside infrastructure, a new multi-story car park, a VIP terminal and other necessary infrastructure (e.g., road system, etc.). Following consultations with our expert advisors, the implementation of the 33MAP is estimated to require five to six years and, as a result, the Company is in discussions with the HCAA to agree on the respective implementation period. Also, during 2023 , the Company undertook the necessary organizational steps for the resumption of the 33MAP including the launch of the tender for the appointment of the Design Office for the expansion of the terminals.
Other projects
Furthermore, in 2023, the Company proceeded with the implementation of certain infrastructure development projects, the most notable of which are:
The development of a 16 MWp Photovoltaic Park (PVP) with an annual expected production of 27.5 GWh has been concluded and inaugurated in March 2023. The project is the first in a series of green investments toward the goal of the “Route 2025” for net zero greenhouse gas emissions by 2025. The completion of the 16 MWp will reduce AIA’s indirect emissions footprint by more than 11,550 tonnes of CO 2 per year and reduce the vulnerability of our utility costs from energy price surges.
The reconstruction, upgrade, and operational commissioning of the new Baggage Handling Systems, including Standard 3 (STD3) compliant screening equipment, was completed in the South Baggage Hall marking the completion of a milestone for the Airport’s operations without disruption project (the North Baggage Hall was completed in 2022).
The implementation of the Access Control system at the departures and arrival curbsides and respective measures (in accordance with Art. 29 of L.4903/2022) addressed the improper utilisation of the terminal curbside areas by car users and has ensured the orderly and safe use of said areas. In this context, a new remote taxi staging area and the relocation of the pre-booked taxis and valet parking area further enhanced the operation of the curbside coupled with the abovementioned intervention.
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The E x pansion of the Satellite Terminal Building, combining an expansion of the building by 1,400m² with certain operational rearrangements was partly delivered before the summer peak period contributing to the successful accommodation of the traffic during the summer 2023 peaks. The expansion project is expected to be completed within H1 2024.
The construction of a new apron area with 10 additional class C aircraft parking stands, north of Taxiway Y2, and a new GA/BA apron area close to the main MRO (Maintenance Repair Overhaul) facility, have been partially delivered, while the associated new ramp services station is to be completed within 2024.
Two Extra Schengen Bus Gates have been developed at the Departures Level by remodeling an existing area occupied in the past by CIP lounges.
Finally, to successfully grasp the opportunities and face the challenges ahead of us in the new era of post-pandemic growth that AIA has entered, we are taking concrete steps for driving high performance and moving the Company towards its long-term objectives. AIA’s Employee Performance Management process is a key tool enabling us to preserve a high-performance culture for continuous growth in a labor market environment which following the pandemic is characterized by a series of new challenges.
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c. Financial Highlights
c.1 Financial Performance by Segment
During the financial year 2023, financial performance demonstrated strong recovery, outperforming the previous year, when travel restrictions were imposed until May 2022, but also exceeding the pre-covid 2019 year. The main elements of financial performance in 2023 vs. 2022 are demonstrated below.
Income statement
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Revenues and other income
Total revenue and other income (excluding the compensation received by the Greek State) increased by €106.8 million, or 22.4%, from €476.9 million in 2022 to €583.7 million in 2023, with all revenue streams demonstrating substantial improvement.
In specific, revenues and other income from Air Activities reached €448.9 million, i.e., + 22.2% vs. prior year. The main contributor of this growth derives from the performance of revenues from Aeronautical charges and ADF income, which amounted to €353.4 million, i.e., +23.4% vs. 2022, driven by the traffic increase, i.e., +24.0% passengers’ growth, while the level of aeronautical charges remained constant in 2023.
Moreover, revenues and other income from Non-Air Activities were at €134.8 million, i.e., +23.2% compared to 2022. The key driver of this improvement is the increase in revenues from retail concession activities and car parking services. In specific revenues from retail concession activities reached €87.9 million during 2023 from €71.6 million in 2022, helped by passenger traffic increase and improved
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commercial performance, following improvements in the terminals in the context of the transformation of the terminals’ commercial offering following AIA’s “Best-of-Greece” concept. Additional contribution to commercial revenues came from travelers to the UK being eligible for duty free, elimination of meal-service on most economy flights and the increased connectivity to US destinations. These factors enabled us to overcome the negative commercial impact of geopolitical challenges to the passenger mix, including the absence of the high-spending passengers of China, Russia, and Ukraine. In relation to car parking services, relevant revenues in 2023 amounted to €19.1 million, improved compared to 2022 by €5.7 million or 42.5% increase, resulting from increased Athens O&D traffic,
targeted price adjustments and the efficient space management of the parking lots, including the implementation of the access control system at the arrivals & departures curbsides.
2023 Revenues and other income incorporate the €20.0 million compensation received by the Greek State within the year, to offset the losses incurred due to the Covid-19 related travel restrictions during the second half of 2020. This compensation is allocated between Air Activities and Non-Air Activities as follows:
Taking into account the relevant compensation, total Revenues and Other Income aggregate to a total of €603.7 million, higher by €126.8 million or 26.6% than prior year.
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Operating expenses
In 2023 operating expenses reached €201.6 million, increased by €53.0 million or 35.6% versus the prior year 2022. A significant part of this variance derives from the substantial increase of the variable portion of the Grant of Rights Fee (GoRF) to €29.6 million from €5.4 million, calculated on the basis of increased profitability. Moreover, 2023 operating expenses incorporate the €10.8 million one-off expenses borne by the Company in relation to the IPO. Excluding the variable portion of the GoRF and the extraordinary IPO expenses, operating expenses were by €17.9 million or 12.5% higher than prior year, mainly as a result of (i) additional resources (in house and outsourced) required to address operational needs compared to last year, which was still significantly impacted by the COVID-19 pandemic and also received the support of the Syn-ergasia state subsidy for work sharing (until May 2022) and (ii) the necessary adjustments in several outsourcing contract rates (such as security and cleaning) to address the minimum wages increases, along with the pay increases partly offset by (iii) lower utilities costs mainly due to lower electricity rates this year compared to the respective period last year plus the benefit from the implementation of the Photovoltaic Park and respective electricity production for self-consumption.
EBITDA
In 2023, as a result of the evolution of revenues and other income, including the compensation received by the Greek State, and operating expenses, overall earnings before interest, tax, depreciation, and amortisation (EBITDA) reached €402.1 million, i.e., increased by €73.9 million or 22.5% compared to the previous year. The EBITDA includes the impact of the Greek State compensation of €20.0 million received during 2023.
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Depreciation
Depreciation charge was €77.7 million in 2023, lower by €0.5 million compared to the corresponding charge in 2022 of €78.2 million.
Financial Expenses
Net financial expenses stood at €35.6 million presenting a shortfall of €2.5 million or 6.6% versus 2022, reflecting the higher interest income on cash deposits, which was offset to a large extent by the higher cost attributed to the Additional Facility Loan drawn at the end of 2022 and the hedging cost.
Profitability
2023 Profit before Tax amounted at €288.8 million as compared to €213.2 million in 2022. Income taxes increased by €12.2 million, or 27.0% to €57.3 million in 2023 from €45.1 million in 2022. This result is mainly due to the higher taxable profit recorded in 2023. Therefore, 2023 Profit after Tax was €231.5 million, i.e., €63.5 million or 37.8% higher than prior year.
Segment Performance
The ADA establishes a “dual-till” system which separates regulated Air Activities from unregulated Non-Air Activities. In line with the Airport Development Agreement, revenue generated from Aeronautical Charges and remaining Air Activities are intended to cover costs and expenditures related to Air Activities and generate after tax returns not in excess of the Air Activities ROE Cap . Meanwhile, Non-Air activities have uncapped profitability.
The table below shows the breakdown of the income statement between Air Activities and Non-Air Activities for 2023:
Revenue and other income arising from our regulated Air Activities represents the greatest component of our total revenue (€465.1 million in 2023, or 77.0%, of our total revenue and other income in the same
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period). In terms of profitability, the Air Activities profitability accounts for 67.3 % of total company’s profitability (profits after tax).
The table below shows the Cumulative Recoverable Aeronautical Charges for the year ended December 31, 2023, as well as the Carry Forward Amount as of December 31, 2023.
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Strong profitability performance was accompanied with healthy operating cash flow generation. Strong liquidity allowed the company to distribute to the shareholders the entire 2022 retained earnings balance of €555 million and maintain a strong closing cash position of €306.9 million.
c.2 Information about Financial Instruments
The Company is exposed to the volatility of financial markets through its long-term borrowings.
The Company uses derivative financial instruments for cash flow hedging, to manage its exposure to interest rate risks associated with long-term floating interest rate loan agreements. The risk being managed in a cash flow hedge is the exposure from the volatility in future cash flows that are attributable to a particular risk associated with a recognized asset or liability resulting from changes in interest rates and could affect the profit and loss account.
c.3 Significant Events after the end of the Reporting Period
Other than the events disclosed in note 5.33 of the Financial Statements, no significant events occurred after the end of the year and until the date of submission of this report.
Listing of AIA’s shares on Athens Exchange
On June 1 st , 2023, AIA's shareholders signed a Memorandum of Understanding (MoU) to investigate the possibility of HRADF selling its 30% stake in AIA through an initial public offering (IPO). This decision was consistent with the long-standing option, included in the ADA, for AIA's shareholders to list the company's shares on a regulated market. The intended platform for this endeavor was the Main Market of the Regulated Securities Market of the Athens Exchange (ATHEX).
Throughout 2023, the company and its shareholders undertook a series of preparatory steps to ensure the IPO's success. These efforts included engaging expert technical, financial, legal, communication, and other advisors to provide necessary support and guidance. The target date for the commencement of trading was set for February 7 th , 2024.
Several critical milestones were achieved in early 2024 to enable the IPO.
On January 15 th , the Intention to Float Announcement was published. This announcement formally signaled the start of the IPO process.
Subsequently, on January 23 rd , ΑΤΗΕΧ confirmed that all prerequisites for listing the company's shares had been met. This validation was crucial and marked the completion of one of the important steps towards the IPO.
On January 25 th the Hellenic Capital Markets Commission (HCMC) approved the prospectus, which included the price range announcement. This approval was another key development, and the prospectus was promptly published to inform potential investors.
On February 2 nd , the offering price for the shares was announced, setting the stage for the final step of the process.
The culmination of these collective endeavors was the successful commencement of trading on February 7 th , 2024. This marked the realization of the shareholders' goal to list AIA's shares on a regulated market and represented a significant milestone in AIA's corporate history.
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C. Selected Alternative Performance Measures
In assessing the performance of our business, we consider a variety of metrics, i.e., Alternative Performance Measures (“APMs”), including certain financial measures which are not measures of financial performance under IFRS. The following section presents the evolution of such APMs.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA has been provided (i) to include the ADF subsidy to cover borrowing costs, (ii) to include the negative impact of the fixed component of the Grant of Rights Fee, i.e., €15.0 million annually, and (iii) to exclude the €20.0 million Covid-19 Compensation, received in 2023. The following tables present the evolution of the Adjusted EBITDA and margin both for Air and Non-Air Activities.
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Net debt
Consistent with peers in the industry we monitor the level of our Net debt and the Net debt to Adjusted EBITDA ratio, as per the following tables. Net debt represents the sum of long-term interest - bearing- loans & borrowings and lease liabilities less cash and cash equivalents. Net debt as of December 31, 2023, and 2022 is as follows.
Net Debt to Adjusted EBITDA ratio
Net debt to Adjusted EBITDA ratio reflects the ability of an entity to cover or repay its debt if Net debt and Adjusted EBITDA remain constant. The ratio of Net debt to Adjusted EBITDA as of December 31, 2023, and 2022 is as follows:
Free Cash Flow
Free Cash Flow, corresponding to Adjusted EBITDA less Acquisition of property, plant and equipment and intangible assets, provides an insight into the Company’s liquidity, operational efficiency, and short-term financial health. In particular, the Free Cash Flow is the liquidity left over after accounting for operating expenses including the fixed component of the Grant of Rights fee and capital expenditures but before
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accounting for net interest, (income)/ expense, and income taxes. Free cash flow conversion corresponds to Free Cash Flow divided by Adjusted EBITDA.
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D. Corporate Governance Statement
Introduction
The present statement has been prepared in accordance with the provisions of Article 152 of L. 4548/2018, article 18 of L. 4706/2020, as well as the implementing decisions and circulars of the Hellenic Capital Market Commission; it is included in the Company’s Annual Report of the Board of Directors in respect of the 2023 fiscal period, as a special part thereof, and is available at the Company’s website: https://www.aia.gr/investors/en/financial-information/financial-statements
The institutional framework governing the Company’s operation and obligations is L. 4548/2018 on the reform of the law of sociétés anonymes and L. 4706/2020 on corporate governance. The Company’s Articles of Association are available at the Company’s website: https://www.aia.gr/userfiles/LPFiles/policies- regulations/ARTICLES-OF-ASSOCIATION-EN.pdf
As a listed company on the Athens Exchange, the Company is subject to the applicable provisions on corporate governance including articles 1-24 of L. 4706/2020 and the Hellenic Capital Market Commission decisions and circulars issued by delegated authority of the law (decisions no. 1 Α/980/18.9.2020, 1/891/30.9.2020 as amended and in force, 2/905/3.3.2021, circular 60/1 8.9.2020), and article 44 of L. 4449/2017 (regarding Audit Committee), as amended by article 74 of L. 4706/2020 and in force.
D.1 Corporate Governance Code
With effect from the commencement of trading of the Company’s shares on the Main Market of the Regulated Securities Market of the Athens Exchange on 7 February 2024 (the “Trading Date”), the Company has adopted the Hellenic Corporate Governance Code (June 2021 edition) of the Hellenic Corporate Governance Council (HCGC) (hereinafter referred to as the “Code”), in accordance with the provisions of article 17 of Law 4706/2020 and Decision no. 2/905/3.03.2021 of the Board of Directors of the HCMC. Its adoption and implementation (as of the Trading Date) were approved by the Board of Directors on November 30, 2023. This Code is posted on the Company’s website: https://www.aia.gr/investors/en/corporate-governance/introduction.
From the Trading Date, the Company complies with the provisions of the above Code, with a few deviations from certain “Special Practices” stated within this Report, while it intends to adopt appropriate policies and proposals to minimize existing deviations from the provisions of the Code.
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D.2 Deviations from Special Practices of the Corporate Governance Code
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D.3 Operation Regulation
The Company has adopted an Operation Regulation, effective from the Trading Date, by virtue of a resolution of the Board of Directors dated November 30, 2023, in accordance with article 14 of Law 4706/2020. A summary of the Operation Regulation will become available from the Trading Date onwards on the Company’s website (https://www.aia.gr/investors/corporate-governance). The Operation Regulation includes, inter alia, the Company’s organizational structure, the characteristics of the internal audit system, as well as all policies and procedures required under para. 3 of article 14 of Law 4706/2020.
D.4 Main features of the Systems of Internal Audit and Risk Management in relation to the Financial Reporting Process
The Company and the members of Board of Directors are responsible for the Financial Statements that are being prepared in accordance with the International Financial Reporting Standards as adopted by EU, reviewed by Independent Certified Auditors and published on the Company’s website (
https://www.aia.gr/investors/en/financial-information/financial-statements
).
The Company adopts and implements a Corporate Governance System in accordance with the provisions of Law 4706/2020, which includes an adequate and effective Internal Control System (ICS). The ICS comprises all internal control mechanisms and procedures, including the control environment, risk management mechanisms, regulatory compliance, internal audit as well as the information and communication system, which covers on an ongoing basis all activities of the Company and contributes to its safe and effective operation.
Internal Audit
The Internal Audit Department is an independent organizational unit within the Company that is functionally reporting to the Audit Committee and administratively (i.e., day to day operations) to the Managing Director/CEO.
The purpose of Company ’s Internal Audit Department is to provide independent, objective assurance and consulting services designed to add value and improve Company’s operations. IAD’s mission is to enhance and protect organizational value by providing risk-based and objective assurance, advice, and insight. Internal Audit Department helps the Company accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management and control processes.
Risk Management
AIA has established a sound risk management framework which ensures that the corporate objectives set by Senior Management and the Board of Directors are effectively served. To this end a Corporate Risk and Control Department (COC) has been set up, whose primary objective is to establish appropriate enterprise- wide processes and procedures for the timely and accurate identification, effective management and reporting of risks in all major risk categories of the airport. COC ensures that a risk management culture is integrated in the whole line of the Company, heading through a solid and holistic organizational resilience.
COC seeks to establish a uniform and effective approach to assess risks in all activities and decisions of the Company which takes into consideration the nature and criticality of airport operations. While it
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maintains its independence from the operational management, COC ensures that material risks (including operational, financial, compliance, and reputational risks) are determined and appropriate action plans and controls are designed to mitigate these and reduce the potential impact on the Company’s performance. More details on the Company’s approach on Risk Management are described in the “Non-Financial Statement” section.
Regulatory Compliance
The Company has established a Regulatory Compliance, Data Protection & Ethics Department, the main mission of which is to ensure the Company's full and continued compliance with the, from time to time, applicable legal and regulatory framework, by establishing and monitoring the implementation of appropriate and updated policies and procedures, in order to have the complete picture of the degree of achievement of this objective at all times. In establishing the relevant policies and procedures, the Department shall assess the complexity and nature of the Company's activities, including the development and promotion of new products and business practices.
In addition, specific controls are in place and operate, which are related to the use of tools and methodologies that are generally accepted, based on international practices. Some of the main areas whereby controls related to the Company’s financial reports and financial statements operate are the following:
Setup – Allocation of Duties
The assignment of duties and authorities to the Company’s Management ensures the effectiveness of the Internal Control System, while safeguarding the requisite segregation of duties.
Appropriate staffing of the financial services with individuals having the requisite technical expertise and experience to carry out the duties assigned to them.
Accounting monitoring and financial statements’ preparation procedures
A procedure for preparing and approving the Company’s financial statements has been adopted and describes in detail and in chronological order the actions that must be taken from the Joint Finance & Audit Committees of the BoD, the Company's Management, the competent Company’s Departments and the Statutory Auditors for the preparation and approval of the annual and interim financial statements of the Company.
• Automatic checks and verifications conducted among the various information systems.
Assets’ safeguarding procedures
A detailed procedure for the internal control and the effective accounting monitoring of the fixed assets used in the activities of the Company has been adopted by the latter, which is related to the accounting principles applicable under IFRS. Controls are also in place regarding fixed assets, inventories, cash and cash equivalents - cheques and other assets of the Company.
Transactions’ authorization limits
Corporate procedure for Signing Authorities is in place, defining the process of Application of Signing Authorities. The procedure provides the framework for applying AIA signing authorities while ensuring transparency and adequate confidence in related actions. The primary objective is the enhancement of the
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internal controls so as no single person may create a commitment on behalf of the Company without prior consent from another member of the management.
D.5 Information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC on public takeover bids
This information is provided under the section titled "EXPLANATORY REPORT TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS” of this Report of the BoD, as provided in article 4 of Law 3556/2007.
D.6 General Meeting and Shareholders’ Rights
The General Meeting of the Company’s shareholders is its supreme organ and has the right to decide on any issue concerning the Company. The operation of the Company’s General Meeting of shareholders, its role and responsibilities, convocation, participation requirements, the ordinary and extraordinary quorum and majority of the participants, the Presiding Board and the Agenda, are set out in the Company’s Articles of Association.
Participation and voting in the General Meeting
Pursuant to article 15 of the Articles of Association and Law 4548/2018, the General Meeting, the supreme corporate body of a Greek société anonyme , is entitled to decide on corporate matters appropriate for determination by shareholders. Its resolutions are binding on the Board of Directors as well as on all shareholders, including any absent or dissenting shareholders. Shareholders are entitled to attend the General Meeting, and vote on resolutions, either in person or through a proxy. Shareholders who are legal persons shall participate in the General Meeting through their legal representatives. According to article 124 of Law 4548/2018, any shareholders without voting rights are entitled to attend the General Meeting but shall not be taken into account for the formation of quorum.
Any natural or legal person that is indicated as a shareholder at the beginning of the fifth (5 th ) day before the date of the relevant General Meeting (record date) either by the ATHEXCSD (when providing registry services to the company concerned in accordance with the relevant provisions of the ATHEXCSD Rulebook) or the relevant DSS participant (as defined in Section 1, Part 1(92) of the ATHEXCSD Rulebook) or registered intermediary is entitled to attend and vote at the General Meeting.
Greek law requires the Board of Directors to ensure that a detailed invitation to each General Meeting and all related documents and information—including, inter alia , draft proposed resolutions or the Board of Directors’ comments on each agenda item and the total number of Ordinary Shares and voting rights that exist at the date of the invitation—are available to shareholders at least 20 days in advance. The invitation must include, inter alia , information regarding the time and place (unless the General Meeting convenes in full with the participation of the shareholders remotely by electronic means) of the General Meeting, the agenda, instructions on how to participate and exercise voting rights, in person or by proxy, including the proxy voting procedures, the rights of minority shareholders and the Company’s website address, where information about the General Meeting required by Greek law is available.
Following a Board of Directors resolution and subject to the conditions provided for in article 125 of Law 4548/2018 and article 17.7 of the Articles of Association, shareholders may participate in the General Meeting remotely, through use of audio-visual equipment or other electronic means, without being physically present at the place where the General Meeting is held. Any shareholders attending a General
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Meeting remotely shall be taken into account in the formation of quorum and majority, as if they were physically present. The General Meeting is the only body competent to decide on, inter alia : (i) the extension of the Company’ duration, merger (subject to certain exemptions), conversion, revival, demerger or dissolution; (ii) amendments to the Company’s Articles of Association (subject to certain exceptions provided for in the law); (iii) increases or reductions of the Company’s share capital (except for increases authorized by the Board of Directors according to Law 4548/2018 and increases imposed by other special laws) or the issuance of bonds that are contingent on the Company’s profits or convertible bonds, unless the General Meeting has authorized the Board of Directors to approve the issuance of any such bonds; (iv) election of the members of the Board of Directors (except for replacement by the Board of Directors of any members thereof who have resigned, deceased or otherwise ceased to be directors) and statutory auditors; (v) the distribution of annual profits; (vi) the approval of the annual financial statements; (vii) any remunerations and advances thereof to board members, as well as the remuneration policy and relevant report with respect to board members and senior management; (viii) the approval of the Company’s overall management and release of statutory auditors from liability upon approval of the financial statements; and (ix) the appointment of liquidators.
A simple quorum for the General Meeting is met whenever shareholders holding at least 20% of the Company’s paid-up share capital are present or represented at the General Meeting. Unless a special resolution by the increased quorum of 50% of the paid-up share capital and a majority of two thirds (2/3) of votes present or represented is required under Law 4548/2018 and articles 19.2 and 20.2 of the Articles of Association, or an extraordinary resolution with a quorum of shareholders representing not less than two thirds (2/3) of the Company’s paid-up share capital and a