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ANNUAL
 
FINANCIAL
 
REPORT
FOR THE YEAR ENDED
 
31 DECEMBER 2022
According to
 
Article 4 of the Law 3556/2007
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Table
 
of Contents
A.
Corporate Governance
I.
Statements of the members of
 
the Board of Directors
II.
Report of the Directors and Corporate
 
Governance Statement
 
Appendix: Audit Committee Activity Report
B.
Auditor’s Reports and Financial Statements
I.
Ιndependent Auditor’s Report
 
(on the Consolidated Financial Statements)
II.
Consolidated Financial Statements of the Company
 
for the year
 
ended 31 December 2022
III.
Ιndependent Auditor’s Report
 
(on the Financial Statements of the
 
Company)
IV.
Financial Statements οf the Company
 
for the year
 
ended 31 December 2022
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Statements
 
of Members of the Board of Directors
(according to the article 4 par. 2 of the Law 3556/2007)
We declare that to the best of our knowledge:
 
the annual
 
financial
 
statements
 
for the
 
year
 
ended 31
 
December 2022,
 
which
 
have been
prepared in accordance with the applicable accounting standards,
 
present fairly the assets,
liabilities, equity
 
and annual
 
results of Eurobank
 
Ergasias Services
 
and Holdings
 
S.A. and
the companies included in the consolidation,
 
and
 
the annual report
 
of the Board
 
of Directors presents fairly
 
the development, the performance
and the position of the
 
Eurobank Ergasias Services and Holdings S.A
 
and of the companies
included in
 
the consolidation,
 
including the
 
description
 
of the
 
main risks
 
and uncertainties
they face.
Athens, 6 April 2023
Georgios P.
 
Zanias
I.D. No AI – 414343
CHAIRMAN
 
OF THE BOARD OF
 
DIRECTORS
Fokion C. Karavias
I.D. No ΑΙ - 677962
CHIEF EXECUTIVE
OFFICER
Stavros E. Ioannou
 
I.D. No AH - 105785
DEPUTY
 
CHIEF EXECUTIVE
OFFICER
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
1
|
Page
 
€ = Euro
 
m = million
 
bn = billion
The directors
 
present their report
 
together with
 
the financial statements
 
for the
 
year ended 31 December 2022.
General information
Eurobank Ergasias Services and Holdings S.A. (the Company or Eurobank Holdings) is a holding company listed
on the Athens Exchange, owning 100% of the share
 
capital of Eurobank S.A. (the Bank). Eurobank
 
Holdings and
its
 
subsidiaries
 
form
 
a
 
group
 
(Group),
 
consisting
 
mainly
 
of
 
Eurobank
 
Group,
 
that
 
being
 
the
 
Bank
 
and
 
its
subsidiaries. The Company’s operations principally relate to the
 
strategic planning of the non-performing loans
management and the provision
 
of services to the
 
Group entities and third
 
parties.
Financial Results Review and Outlook
1
In
 
2022,
 
the
 
economic activity
 
remained
 
strong
 
in Greece
 
and
 
the
 
other
 
countries
 
in which
 
the
 
Group
 
has
 
a
substantial presence, despite the negative impact of increased geopolitical volatility, disruption in supply chains
and persistent inflationary pressures. In
 
this environment, the Group exceeded its targets in
 
terms of profitability,
asset quality and capital strength,
 
expanded its loan portfolio
 
and improve
 
d
 
further its
 
liquidity position.
As at
 
31 December
 
2022 total
 
assets increased
 
by €3.6bn
 
to €81.5bn
 
(Dec. 2021:
 
€77.9bn)
 
with gross
 
customer
loans amounting to €43.5bn (Dec.
 
2021: €40.8bn) and investment securities reaching €13.3bn
 
(Dec. 2021: €11.3bn).
Out of the total loan portfolio, €28.2bn has been
 
originated from Greek operations (Dec. 2021: €26.5bn), €10.4bn
from international
 
operations
 
(Dec. 2021: €9.2bn)
 
and €4.9bn
 
refer
 
to senior and
 
mezzanine notes
 
of the
 
Pillar,
Cairo
 
and
 
Mexico
 
securitizations
 
(Dec.
 
2021:
 
€5.1bn).
 
Business
 
(wholesale
 
and
 
small
 
business)
 
loans
 
stood
 
at
€25bn
 
(Dec.
 
2021:
 
€22.4bn)
 
and
 
accounted
 
for
 
57%
 
of
 
total
 
Group
 
loans,
 
while
 
loans
 
to
 
households
 
reached
€13.6bn
 
(Dec.
 
2021:
 
€13.3bn),
 
of which
 
75% is
 
the
 
mortgage
 
portfolio
 
and the
 
rest
 
are
 
consumer
 
loans.
 
Group
deposits
 
reached
 
€57.2bn
 
(Dec.
 
2021:
 
€53.2bn)
 
with
 
those
 
from
 
Greek
 
operations
 
increasing
 
by
 
€2.6bn
 
to
€39.6bn
 
(Dec. 2021:
 
€37bn), while
 
international
 
operations
 
added €1.5bn
 
totalling €17.7bn
 
(Dec. 2021:
 
€16.2bn).
As a result, the (net) loan–to–deposit (L/D) ratio stood at 73.1%
 
for the Group (Dec. 2021: 73.2%) and at 79.5%
 
for
Greek
 
operations
 
(Dec.
 
2021:
 
80.1%).
 
The
 
funding
 
from
 
the
 
targeted
 
long
 
term
 
refinancing
 
operations
 
of
 
the
European Central Bank (ECB)–
 
TLTRO III programme
 
decreased by €2.9bn amounting to €8.8bn as at December
2022 (Dec. 2021:
 
€11.7bn). During the
 
year,
 
in the context
 
of the
 
implementation of
 
its medium-term
 
strategy
 
to
meet the Minimum Requirements for Eligible Own Funds and Eligible Liabilities (MREL), the Bank proceeded with
the issuance of a preferred senior note of €500m at a coupon of 4.375%
 
and maturity date on 9 March 2025
 
and
the Company
 
completed the
 
issuance of a
 
Tier 2
 
debt instrument of
 
€300m at a
 
coupon of 10% which
 
matures
in December 2032. More recently, in January
 
2023, the Bank completed the issuance of
 
a €500m senior
 
preferred
note at a
 
coupon of
 
7% which
 
matures in January
 
2029 (notes 4
 
and 34
 
of the consolidated financial
 
statements).
The
 
rise in high
 
quality liquid
 
assets of the
 
Group led
 
the respective
 
Liquidity Coverage
 
ratio
 
(LCR) to
 
173% (31
December 2021: 152%).
 
Pre-provision
 
Income
 
(PPI)
 
increased
 
to
 
€2,218m
 
or
 
€1,893m
 
excluding
 
the
 
€325m
 
gain
 
on
 
sale
 
of
 
Bank’s
merchant acquiring business (project “Triangle”) (2021: €1,024m or €1,028m excluding
 
the €5m derecognition loss
on “Mexico” loans), while core pre-provision income (Core PPI) increased by 30.6% year-on-year to €1.176m (2021:
€900m). Net interest
 
income (NII) grew
 
by 17.4%
 
to €1,550m (2021: €1,321m), mainly driven by
 
the higher
 
interest
rates,
 
the organic
 
loans growth
 
and the
 
increased income
 
from investment
 
bonds partly
 
offset by
 
higher
 
debt
issued and deposits cost. Net
 
interest margin (NIM) stood at 1.94% (2021: 1.84%) with the fourth quarter reaching
2.28%.
 
Fees
 
and
 
commissions
 
expanded
 
by
 
19.1%
 
to
 
€543m
 
(2021:
 
€456m),
 
of
 
which
 
banking
 
fees
 
and
commissions
 
by
 
25.4%
 
to
 
€449m
 
(2021:
 
€358m),
 
mainly
 
due
 
to
 
the
 
increased
 
fees
 
from
 
network
 
operations,
lending
 
activities
 
and
 
credit/debit
 
cards
 
business.
 
Fees
 
and
 
commission
 
accounted
 
for
 
68bps
 
of
 
total
 
assets
(2021:
 
64bps).
 
Operating
 
expenses
 
increased
 
by
 
4.7%
 
to
 
€917m
 
(2021:
 
€876m)
 
due
 
to
 
higher
 
costs
 
from
international
 
operations
 
amounting to
 
€273m (2021:
 
€234m), partly
 
attributed
 
to the
 
merger
 
of Eurobank
 
a.d.
Beograd with
 
Direktna Bank
 
in Serbia,
 
while in Greece
 
slightly increased
 
by 0.3% to
 
€645m (2021: €643m).
 
The
cost to
 
income (C/I)
 
ratio
 
for
 
the
 
Group
 
reached
 
32.6%, excluding
 
the
 
€325m gain
 
on project
 
“Triangle”
 
(2021:
46%),
 
while
 
the
 
international
 
operations
 
C/I
 
ratio
 
stood
 
at
 
46.1%
 
(2021:
 
47.5%).
 
Furthermore,
 
the
 
cost
 
to core
income
2
 
ratio for the Group reached
 
43.8% (2021: 49.3%), while the international operations cost to core income
2
ratio stood at
 
45.6% (2021: 47.4%).
Trading
 
and other
 
activities recorded net
 
income of €1,042m (2021:
 
€123m income) including
 
a) €550m realised
gains
 
from
 
the
 
unwinding
 
of
 
interest
 
rate
 
swaps,
 
following
 
the
 
reassessment
 
of
 
Group’s
 
hedging
 
strategies,
which are
 
mainly related
 
with the
 
upward movement
 
of the
 
euro interest
 
rate curve
 
in 2022 (notes
 
9 and 19
 
of
the
 
consolidated
 
financial
 
statements),
 
b)
 
€70m
 
gains
 
from
 
portfolio
 
hedging
 
of
 
interest
 
rate
 
risk
 
(macro
hedging) (notes
 
9 and 19 of the
 
consolidated financial statements),
 
c) €107m gains from
 
short positions in debt
instruments
 
entered
 
into
 
in
 
the
 
context
 
of
 
Group’s
 
economic
 
hedging
 
strategies
 
(notes
 
9
 
and
 
35
 
of
 
the
consolidated
 
financial
 
statements),
 
d)
 
€325m
 
gain
 
from
 
the
 
completion
 
of
 
project
 
“Triangle”
 
(note
 
30
 
of
 
the
consolidated financial
 
statements), e)
 
€34m gains from
 
changes in fair
 
value of investment
 
properties,
 
f) €34m
gain on
 
sale of
 
5.1%
 
shareholding
 
in Group’s
 
joint venture
 
Grivalia Hospitality
 
S.A. and
 
from the
 
measurement
of the retained
 
interest as a financial
 
asset at FVTPL (note 24
 
of the consolidated
 
financial statements), and
 
g)
€76m
 
loss
 
from
 
the
 
recyclement
 
of
 
currency
 
translation
 
losses,
 
previously
 
recognized
 
in
 
other
 
comprehensive
income,
 
to
 
income
 
statement
 
due
 
to
 
liquidation
 
of
 
ERB
 
Istanbul
 
Holding
 
A.S.
 
(note
 
23.1
 
of
 
the
 
consolidated
financial statements).
 
1
 
Definitions of the selected financial ratios and the source of the financial data are provided in the Appendix.
2
 
Total operating expenses divided by total
 
core income.
International Operations: Operating expenses: €273m, (2021:
 
€234m), Core income:
€598m (2021: €493m).
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
2
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Page
 
€ = Euro
 
m = million
 
bn = billion
As at 31 December
 
2022, following
 
the classification
 
of project “Solar”
 
underlying loan portfolio
 
as held for
 
sale
(note
 
20
 
of
 
the
 
consolidated
 
financial
 
statements)
and
 
other
 
initiatives,
 
the
 
Group’s
 
NPE
 
stock
 
amounted
 
to
€2.3bn
 
(31
 
December
 
2021:
 
€2.8bn)
 
driving
 
the
 
NPE
 
ratio
 
to
 
5.2%
 
(31
 
December
 
2021:
 
6.8%),
 
while
 
the
 
NPE
coverage
 
ratio
 
stood at
 
74.6% (31
 
December
 
2021: 69.2%).
 
During the
 
year,
 
the NPE
 
formation
 
was positive
 
by
€46m (fourth
 
quarter:
 
€35m positive)
 
(2021: €44m
 
positive).
 
The
 
loan provisions
 
(charge)
 
reached
 
€291m and
corresponded
 
to 0.72%
 
of average
 
net
 
loans
 
(2021:
 
€418m
 
excluding
 
the
 
impairment
 
loss
 
of
 
€72m
 
on project
“Mexico” which corresponded
 
to 1.11% of average
 
net loans).
Furthermore,
 
the Group
 
recognised in 2022 other
 
impairment losses and provisions
 
amounting to €108m (2021:
€52m),
 
which
 
are
 
analysed
 
in
 
a)
 
€21m
 
on
 
investment
 
bonds,
 
including
 
€7m
 
loss
 
attributable
 
to Russian
 
debt
exposures
 
b)
 
€15m
 
on
 
real
 
estate
 
properties
 
c)
 
€23m
 
on
 
computer
 
hardware
 
and
 
software
 
and
 
d)
 
€49m
 
for
litigations and
 
other
 
operational
 
risk events.
 
In addition,
 
it recorded
 
restructuring costs
 
of €102m (2021:
 
€25m)
consisting of
 
a) €60m
 
cost for
 
Voluntary
 
Exit Schemes
 
(VES) and
 
related
 
costs, mainly
 
referring
 
to the
 
scheme
that was launched in February
 
2022 for eligible units in Greece
and b) €42m costs mainly related to the
 
merger
and the
 
integration
 
thereafter
 
of Eurobank
 
a.d. Beograd
 
with Direktna
 
Banka in Serbia,
 
as well
 
as the
 
Group’s
transformation
 
project (note 12 of the
 
consolidated financial statements).
Profit or Loss
Overall,
 
in 2022,
 
the
 
profit
 
attributable
 
to shareholders
 
amounted to
 
€1,330m (2021:
 
€328m), as
 
set out
 
in the
consolidated
 
income
 
statement.
 
The
 
adjusted
 
net
 
profit,
 
excluding
 
the
 
€230.5m
 
gain
 
(after
 
tax)
 
on
 
project
“Triangle”
 
and the
 
€75m restructuring
 
costs (after
 
tax), amounted
 
to €1,174m
 
for
 
the
 
Group
 
(2021: €424m),
 
of
which €224m (2021: €148m)
 
was related to
 
international business.
After deducting the
 
significant trading
 
gains
of €727m (€516m after tax) stated above for
 
2022 (gains on derivatives and short bond positions), the
 
return on
tangible book value grew to 11.4% (2021: 8.2%).
Going forward,
 
the
 
Group, pursues
 
its objectives
 
set out
 
in the
 
business plan
 
for
 
the
 
period
 
2023-2025,
 
which
includes
 
targets
 
for
 
a)
 
loans
 
organic
 
growth,
 
b)
 
the
 
further
 
strengthening
 
of
 
the
 
core
 
profitability
 
(EPS
 
and
RoTBV),
 
c) improvement
 
of the asset quality ratios,
 
d) solid organic capital generation
 
adequate to support the
business
 
growth,
 
and
 
e)
 
the
 
initiation
 
of
 
dividend
 
distribution
 
in
 
the
 
form
 
of
 
cash
 
dividends
 
and/or
 
share
buybacks, subject to regulatory approval,
 
mainly through the
 
following initiatives
 
and actions:
a)
Higher NII
 
mainly driven by
 
the positive
 
effect
 
of the
 
interest rates’
 
increase and
 
the sustainable
 
growth
 
in
loan volumes and
 
the increase, at
 
a relatively lower
 
pace, of customer deposits
 
,
b)
Organic increase of Group’s
 
performing loans mainly through
 
business lending,
c)
Growth of
 
fee and commission
 
income in a number
 
of fee business
 
segments such as
 
lending, network and
assets under management activities,
 
bancassurance,
 
card’s issuing and investment
 
property rentals,
d)
Initiatives
 
for
 
pursuing
 
further
 
operating
 
efficiency,
 
cost
 
containment
 
of
 
“run
 
the
 
bank”
 
activities,
 
and
proceeding
 
with
 
further
 
simplification
 
and
 
digitalisation
 
in
 
Greece
 
and
 
abroad,
maintaining
 
the
 
annual
increase of the operating expenses at a low to mid-single digit %,
 
considering the inflationary pressures and
the “grow
 
the bank” needs,
e)
Maintaining low
 
NPE ratios
 
with high
 
coverage
 
levels in
 
all core
 
markets in
 
which the
 
Group has
 
presence,
which
 
may
 
be
 
challenged
 
by
 
the
 
higher
 
interest
 
rates
 
and
 
inflationary
 
pressures'
 
impact
 
on
 
households
disposable income and corporate
 
profit margins,
 
f)
Strengthening
 
core
 
markets
 
presence
 
and
 
increasing
 
earnings
 
contribution
 
by
 
international
 
activities
through organic
 
growth and the
 
exploration of potential
 
market opportunities.
g)
Major
 
transformation
 
initiatives
 
introduced
 
in
 
the
 
context
 
of the
 
Group’s
 
transformation
 
plan
 
“Eurobank
2030”,
h)
Support the
 
green
 
transition
 
and financial
 
inclusion through
 
the
 
adoption
 
of the
 
Environment,
 
Social and
Governance
 
(ESG) criteria in all Group’s
 
activities and processes.
The
 
geopolitical
 
and macroeconomic
 
risks, mainly
 
related
 
with the
 
prolongation
 
of the
 
inflationary
 
wave
 
and
the
 
impact
 
of
 
interest
 
rate
 
hikes
 
on
 
both
 
households
 
and
 
businesses,
 
combined
 
with
 
potential
 
political
uncertainty in Greece,
 
set a number of challenges
 
to the achievement
 
of the Group’s
 
2023-2025 Business Plan,
mainly
 
related
 
with
 
growth
 
potential,
 
lending
 
margins,
 
deposit
 
rates,
 
asset
 
quality
 
and
 
operating
 
costs.
 
The
headwinds
 
coming
 
from
 
the
 
geopolitical
 
upheaval
 
and
 
the
 
macroeconomic
 
environment
 
are
 
likely
 
to
 
be
mitigated by:
a)
The
 
efficient
 
mobilization
 
of
 
the
 
already
 
approved
 
EU
 
funding,
 
mainly
 
through
 
Recovery
 
and
 
Resilience
Facility (RRF),
b)
The substantial pipeline
 
of new investments,
c)
The accumulated
 
liquidity in the
 
economy mainly related
 
with the
 
extensive state
 
support measures
 
of the
pandemic period,
d)
The decrease
 
of the unemployment
 
rate in 2022 to its lowest
 
level in the
 
last twelve years,
e)
The positive
 
developments in the
 
tourism sector and the strong
 
investment inflows,
 
f)
The potential
 
upside, related with the
 
interest rates’
 
increase impact on the
 
profitability of the
 
Group.
(see also further
 
information in the
 
section “Macroeconomic Outlook
 
and Risks”)
The
 
Group
 
Management
 
and Board,
 
mindful
 
of the
 
recent
 
banking
 
turmoil across
 
some
 
markets,
 
has
 
done
 
a
proactive
 
internal
 
review
 
to
 
re-assure
 
itself
 
of
 
the
 
continued
 
resilience
 
of
 
Eurobank
 
business
 
model
 
to
 
such
possible external shocks and is pleased to report that
 
this model is well supported by sound business
 
practices,
diversified
 
activities and prudent
 
risk management
 
approaches.
 
The
 
resulting stability
 
of the
 
Group’s
 
business
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
3
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operating
 
model
 
and
 
the
 
strength
 
of
 
its
 
financial
 
position
 
is
 
also
 
further
 
well-reflected/
 
supported
 
by
 
the
following significant
 
aspects:
a)
an increased level of high-quality liquid assets
 
connected, inter alia, with the resilience of retail deposits and
with the
 
debt issued
 
to wholesale markets,
 
leading to an
 
LCR of
 
173%, well
 
above
 
the regulatory
 
minimum
(100%),
b)
the wide and diversified
 
deposit mix, displaying a significant deposit base from retail,
 
which accounts for c.
70% of total deposits (Bank level),
c)
a well-managed debt securities portfolio, accounting for 16% of total assets mostly invested in
 
EU Sovereign
Bonds and
 
on investment
 
grade
 
securities. This
 
portfolio
 
is to
 
a great
 
extent hedged
 
for
 
the
 
interest
 
rate
risk,
d)
low interest
 
rate
 
risk exposure
 
on its core
 
banking book,
 
since the
 
vast majority of
 
assets are
 
floating rate
loans, which bear immaterial interest rate risk and fixed rate loans, with their interest rate risk being hedged
to a large extent,
e)
the strong capital
 
adequacy, the
 
earnings generation
 
capacity and the
 
high NPE coverage
 
ratio,
f)
the MREL ratio, which, at the end of 2022 amounted to 23.1% and, proforma
 
with the €500m senior issuance
in January 2023, to 24.3%, exceeding the
 
non-binding January 1st 2024 MREL target of 22.9%,
g)
a
 
robust
 
internal
 
risk
 
management
 
and
 
governance
 
framework
 
for
 
effectively
 
monitoring
 
and
 
mitigating
risks
 
as
 
well
 
as
 
a
 
high
 
level
 
of
 
Board
 
engagement
 
for
 
the
 
alignment
 
of
 
business
 
model
 
with
 
sound
 
risk
management and control
 
functions,
h)
the comprehensive
 
regulatory and supervisory EU framework
 
applicable even to small-sized
 
banks.
Capital adequacy
As at
 
31 December
 
2022, the
 
Group’s
 
Total
 
Regulatory
 
Capital
 
amounted to
 
€8bn (31
 
Dec
 
2021: €6.4bn)
 
and
accounted for 19.2%
 
(total CAD) of Risk Weighted Assets (RWA)
 
(Dec. 2021: 16.1%), compared
 
to the CAD Overall
Capital Requirements (OCR) ratio of 14.39%
3
. Respectively, the Common Equity Tier 1 (CET1) stood at 16% of
 
RWA
(Dec.
 
2021:
 
13.7%)
 
compared
 
to
 
the
 
CET1
 
OCR
 
ratio
 
of
 
9.57%
3
.
 
At
 
the
 
same
 
date,
 
the
 
fully
 
loaded
 
CET
 
1 ratio
(based on the full implementation of the Basel III rules in 2025) would be
 
15.2% (Dec. 2021: 12.7%).
 
Pro-forma with
the completion of project
 
“Solar”, the total CAD
 
and CET1 ratios would
 
be 19% and 16% respectively.
 
In the context of the Group’s initiatives for the optimization
 
of its regulatory capital, in December 2022 the Bank
proceeded with
 
the execution of the
 
third synthetic
 
risk transfer
 
transaction (project
 
“Wave III”)
 
in the form
 
of a
financial guarantee,
 
providing
 
credit protection
 
over
 
the
 
mezzanine loss
 
of a
 
portfolio
 
of performing
 
shipping
loans amounting
 
to $1.7bn,
 
which resulted
 
in a capital
 
benefit of
 
40 bps (note
 
20 of
 
the consolidated
 
financial
statements).
As at 31 December 2022, the Bank’s MREL ratio
 
at consolidated level stands at
 
23.07% of RWAs, higher
 
than the
interim binding MREL target
 
for 2022 of 18.21%
 
but also than
 
the interim non-binding MREL target from 1
 
January
2023 of 20.48% (note
 
4 of the
 
consolidated financial statements).
 
According to the
 
2022 SREP decision, for
 
the
first quarter of
 
2023, the
 
Group is required
 
to meet a Common Equity
 
Tier 1
 
Ratio of at
 
least 9.75%
 
and a Total
Capital Adequacy
 
Ratio
 
of at
 
least 14.45%
 
(Overall
 
Capital Requirements
 
or OCR)
 
including Combined
 
Buffer
Requirement of 3.70%.
 
Pursuant to the Regulation (EU)
 
No 575/2013 (CRR),
 
the deferred tax assets (DTAs) that rely on future profitability
and
 
exceed
 
certain
 
limits
 
shall
 
be
 
deducted
 
in
 
the
 
calculation
 
of
 
the
 
CET1
 
capital.
 
This
 
deduction
 
should
 
be
applied gradually by 2025. The enactment of the article 27A of Law 4172/2013, as
 
in force, provided for the Greek
credit institutions that the eligible DTAs are accounted on a) the losses from the Private Sector
 
Involvement (PSI)
and the
 
Greek State
 
Debt Buyback
 
Program
 
and b)
 
on the
 
sum of
 
(i) the
 
unamortized part
 
of the
 
crystallized
loan losses from write-offs and disposals, (ii) the accounting debt write-offs and (iii) the
 
remaining accumulated
provisions and other
 
losses in general due to credit
 
risk recorded up to 30 June 2015 and can be converted
 
into
directly enforceable
 
claims (tax credits) against the
 
Greek State, provided
 
that the Bank’s after
 
tax accounting
result for the
 
period is a loss. This
 
legislative provision
 
enabled the Greek
 
credit institutions, including the
 
Bank,
not to deduct the eligible
 
DTAs
 
from CET1 capital but recognise
 
them as a 100% weighted
 
asset, with a positive
effect
 
on the
 
capital
 
position. As
 
at
 
31 December
 
2022, the
 
Bank’s eligible
 
DTAs
 
for
 
conversion
 
to tax
 
credits
amounted
 
to
 
 
3,402m
 
(Dec.2021:
 
€3,547m)
 
(note
 
13
 
to
 
the
 
consolidated
 
financial
 
statements).
 
A
 
potential
change in
 
the
 
regulatory
 
treatment
 
of eligible
 
DTAs
 
as tax
 
credits
 
may have
 
an adverse
 
effect
 
in the
 
Group’s
capital position.
Climate risk stress test
The
 
Group participated
 
in the
 
ECB supervisory
 
climate risk
 
stress test,
 
which was
 
conducted in
 
the first
 
half of
2022. The
 
2022 climate risk
 
stress test assessed
 
how well banks
 
are set up
 
to deal with
 
climate-related risks.
 
A
total
 
of
 
104
 
significant
 
banks
 
participated
 
in
 
the
 
test
 
consisting
 
of
 
three
 
modules,
 
in
 
which
 
banks
 
provided
information
 
on their: (i)
 
own climate stress
 
-testing capabilities,
 
(ii) reliance on carbon
 
-emitting sectors, and (iii)
performance
 
under different
 
scenarios
 
over
 
several
 
time horizons.
 
The
 
test, which
 
was part
 
of the
 
ECB’s wider
climate roadmap, was not a capital adequacy exercise but rather a learning one for banks and
 
supervisors alike,
aiming at identifying vulnerabilities and best practices and
 
providing guidance to banks for the green transition.
In this context, the Group
 
has successfully completed the
 
2022 climate risk stress test exercise.
 
3
 
The
 
‘Overall
 
capital
 
requirement
 
(OCR)’
 
is
 
the
 
sum
 
of
 
the
 
total
 
SREP
 
capital
 
requirement
 
(TSCR)
 
and
 
the
 
combined
 
capital
 
buffer
requirement.
 
 
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In July 2022, the ECB published the climate risk stress test
 
aggregated results, showing that banks must improve
their
 
focus
 
on
 
climate
 
risk.
 
Furthermore,
 
all
 
participating
 
entities,
 
including
 
the
 
Group,
 
received
 
individual
feedback and are expected to take action
 
accordingly, in line with
 
the set of good practices
 
for climate-related
and environmental
 
risk management
 
that the
 
ECB published in
 
November
 
2022 along with
 
the good
 
practices
for climate stress
 
testing published in December
 
2022. The results
 
showed that the
 
Group has made significant
progress
 
in incorporating
 
a climate
 
risk stress
 
testing framework,
 
with an
 
overall
 
performance
 
in line
 
with the
average
 
score
 
of European
 
Banks. The
 
Group
 
continues
 
to work
 
in order
 
to implement
 
its climate
 
risk action
plan, to further
 
integrate climate risks into its business strategy
 
and risk management practices
 
and to support
its clients towards climate transition
 
and sustainable business growth.
2023 EU – wide stress test
 
In January 2023, the European
 
Banking Authority (EBA) launched
 
the 2023 EU-wide stress test exercise
 
which is
designed
 
to provide
 
valuable input
 
for
 
assessing
 
the
 
resilience
 
of the
 
European
 
banking
 
sector in
 
the
 
current
uncertain and changing macroeconomic
 
environment.
This exercise
 
is coordinated by the
 
EBA in cooperation
 
with the ECB and national
 
supervisory authorities and is
conducted
 
according
 
to
 
the
 
EBA’s
 
methodology.
 
It
 
is
 
carried
 
out
 
on
 
the
 
basis
 
of
 
year-end
 
2022
 
figures
 
and
assesses
 
the
 
performance
 
of
 
EU
 
banks
 
under
 
a
 
baseline
 
and
 
adverse
 
macroeconomic
 
scenario,
 
covering
 
the
period
 
from
 
2023
 
to
 
2025.
 
The
 
baseline
 
scenario
 
for
 
EU
 
countries
 
is
 
based
 
on
 
the
 
projections
 
from
 
the
 
EU
national
 
central
 
banks of
 
December
 
2022. The
 
adverse
 
scenario,
 
although unlikely
 
to unfold,
 
is used
 
to assess
the resilience
 
of banks to a hypothetical
 
severe
 
scenario of a significant
 
deterioration
 
in the overall
 
outlook for
the economy and financial markets in the
 
next three years. The
 
narrative
 
depicts an adverse scenario related
 
to
a
 
hypothetical
 
worsening
 
of
 
geopolitical
 
developments
 
leading
 
to
 
a
 
severe
 
decline
 
in
 
GDP
 
with
 
persistent
inflation and
 
high interest
 
rates. In
 
terms of GDP
 
decline, the
 
2023 adverse
 
scenario is the
 
most severe
 
used in
the EU wide stress up to now.
 
Eurobank Holdings
 
Group is participating
 
in the EBA-led stress test.
In parallel, the ECB will
 
conduct its own stress
 
test for a number of
 
medium sized- banks that it supervises directly
and that are not included
 
in the EBA-led stress test sample.
 
The EBA expects to publish the
 
results of the exercise
 
at the end of July 2023. The
 
stress test results will be used
to update each bank’s Pillar
 
2 Guidance in the
 
context of the SREP,
 
while qualitative findings
 
on weaknesses in
banks’ stress testing practices
 
could also affect their
 
Pillar 2 Requirements.
International Activities
The Group has a significant presence
 
in four countries apart from Greece. In Cyprus it offers Corporate
 
Banking,
Private Banking, International Business Banking, and Shipping services
 
through a network of 8 business centres.
In Luxembourg it provides
 
Private Banking and Corporate Banking services.
 
Additionally, the
 
subsidiary bank in
Luxembourg operates
 
a branch in London. In Bulgaria and
 
Serbia, it operates
 
in Retail and Corporate Banking,
Wealth Management
 
and Investment Banking through
 
a network of 306 branches
 
and business centres.
In December 2021, the merger of the Bank’s subsidiary in Serbia, Eurobank a.d. Beograd (“Eurobank Serbia”) with
Direktna Banka
 
a.d. Kragujevac
 
(“Direktna”) was
 
completed, after
 
all necessary
 
approvals
 
from the
 
competent
authorities were
 
obtained and
 
the
 
combined Bank
 
was renamed
 
to Eurobank
 
Direktna a.d.
 
On 2
 
March 2023,
the
 
Bank
 
announced
 
that
 
it
 
has
 
signed
 
binding
 
agreement
 
(share
 
purchase
 
agreement)
 
with
 
AIK
 
Banka
 
a.d.
Beograd
 
(“AIK”)
 
for
 
the
 
sale
 
of
 
Eurobank
 
Direktna,
 
the
 
Bank’s
 
subsidiary
 
in
 
Serbia
 
(the
 
“Transaction”).
 
The
Transaction
 
values 100%
 
of Eurobank
 
Direktna
 
at
 
€280m and
 
is consistent
 
with
 
Eurobank’s
 
strategy
 
to direct
capital
 
to opportunities
 
with
 
more compelling
 
RoTBV
 
and to
 
further
 
enhance
 
its presence
 
in its
 
core markets.
The
 
Transaction
 
is expected
 
to contribute ca.
 
50 bps to
 
Eurobank’s
 
CET1 ratio
 
(based on
 
third quarter
 
of 2022
ratio),
 
reflecting
 
the
 
release
 
of
 
related
 
RWAs.
 
It
 
is
 
expected
 
to
 
be
 
completed
 
within
 
year
 
2023,
 
subject
 
to
customary regulatory and other
 
approvals.
On 30 December 2022, the
 
Bank announced the
 
acquisition of a 3.2% holding in Hellenic
 
Bank Public Company
Limited (“Hellenic Bank”) thus increasing
 
its shareholding to 15.8%
 
in Hellenic Bank. Furthermore,
 
on 1 December
2022, the
 
conclusion of
 
a share
 
purchase agreement
 
(“SPA”)
 
with Wargaming
 
Group
 
Limited was
 
announced,
according
 
to which
 
the
 
Bank has
 
agreed
 
to acquire
 
an additional
 
13.41%
 
holding
 
in Hellenic
 
Bank,
 
subject
 
to
regulatory
 
approvals.
 
On
 
4
 
April
 
2023,
 
following
 
the
 
receipt
 
of
 
the
 
relevant
 
regulatory
 
approvals,
 
the
 
above
acquisition
 
was
 
completed,
 
and
 
the
 
Bank’s total
 
holding
 
in Hellenic
 
Bank reached
 
29.2%.
 
Following
 
that,
 
the
investment in Hellenic Bank
 
will be
 
accounted for as a
 
Group’s associate in the consolidated financial
 
statements
as of the second quarter of 2023. The said investment is aligned with the overall strategy
 
of the Group to further
strengthen
 
its presence
 
in its core
 
markets in which
 
retains a strategic
 
interest (further
 
information
 
is provided
in note 22 to consolidated financial statements).
 
Furthermore,
 
the
 
implementation
 
of the
 
new banking
 
system in
 
Cyprus (Temenos)
 
is progressing
 
according
 
to
plan. The
 
project is key
 
for the
 
technological transformation
 
of Eurobank
 
Cyprus, which in turn aims to enhance
functionality
 
and to
 
improve
 
efficiency
 
thus ensuring
 
the
 
best experience
 
for
 
the customers,
 
in the
 
new digital
era.
On 9
 
December
 
2022, Eurobank
 
Holdings announced
 
that
 
it had
 
reached
 
an agreement
 
for
 
the
 
acquisition of
BNP Paribas Personal Finance
 
Bulgaria (the “Business”) by
 
Eurobank’s subsidiary in Bulgaria, Eurobank
 
Bulgaria
A.D. (“Postbank”).
 
The
 
transaction is
 
in line with
 
the Group’s
 
strategy
 
to further
 
strengthen
 
Postbank’s position
in
 
the
 
Bulgarian
 
retail
 
sector
 
and
 
is
 
expected
 
to
 
burden
 
the
 
Group’s
 
regulatory
 
capital
 
ratios
 
by
 
ca.
 
25
 
bps,
 
 
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reflecting mainly the increase
 
in the Group’s
 
Risk Weighted Assets. The
 
completion of the
 
transaction is subject
to approvals by all competent
 
regulatory authorities (further information
 
is provided in note 23.1 to consolidated
financial statements).
The positive
 
prospects remain
 
valid despite the
 
war in Ukraine. Although
 
International Operations
 
do not have
a
 
direct
 
exposure
 
in
 
these
 
two
 
countries,
 
the
 
deterioration
 
of
 
the
 
key
 
macroeconomic
 
indicators,
 
both
 
at
European
 
and
 
global
 
level,
 
will
 
have
 
an
 
impact
 
on
 
the
 
local
 
economies.
 
International
 
Operations
 
solid
fundamentals though, allow for absorbing potential shocks and
 
safeguarding their profitability while supporting
the local communities.
Risk management
 
The
 
Group acknowledges
 
that
 
taking risks
 
is an
 
integral
 
part of
 
its operations
 
in order
 
to achieve
 
its business
objectives.
 
Therefore,
 
the
 
Group’s
 
management
 
sets adequate
 
mechanisms to
 
identify those
 
risks at
 
an early
stage and assesses their potential
 
impact on the achievement
 
of these objectives.
Due
 
to
 
the
 
fact
 
that
 
economic,
 
industry,
 
regulatory
 
and
 
operating
 
conditions
 
will
 
continue
 
to
 
change,
 
risk
management
 
mechanisms
 
are
 
set
 
in
 
a
 
manner
 
that
 
enable
 
the
 
Group
 
to
 
identify
 
and
 
deal
 
with
 
the
 
risks
associated with those changes. The Bank’s structure, internal processes
 
and existing control mechanisms ensure
both the
 
independence principle and the exercise
 
of sufficient supervision.
The Group's
 
Management considers effective
 
risk management as a top priority, as well as a major competitive
advantage,
 
for
 
the
 
organization.
 
As
 
such,
 
the
 
Group
 
has
 
allocated
 
significant
 
resources
 
for
 
upgrading
 
and
maintaining
 
its
 
policies,
 
methods
 
and
 
infrastructure
 
up
 
to
 
date,
 
in
 
order
 
to
 
ensure
 
compliance
 
with
 
the
requirements
 
of the
 
European
 
Central
 
Bank (ECB)
 
and of
 
the
 
Single Resolution
 
Board
 
(SRB), the
 
guidelines
 
of
the
 
European
 
Banking
 
Authority
 
(EBA)
 
and
 
the
 
Basel
 
Committee
 
for
 
Banking
 
Supervision
 
as
 
well
 
as
 
the
 
best
international banking
 
practices. The
 
Group implements
 
a well-structured
 
credit approval
 
process, independent
credit reviews
 
and effective
 
risk management policies
 
for all material
 
risks it is exposed
 
to, both in
 
Greece and
in each
 
country of
 
its international
 
operations.
 
The
 
risk management
 
policies
 
implemented
 
by
 
the
 
Group
 
are
reviewed
 
on a regular basis.
The
 
Group
 
Risk
 
and
 
Capital
 
Strategy
 
outlines
 
the
 
Group’s
 
overall
 
direction
 
regarding
 
risk
 
and
 
capital
management issues,
 
the risk
 
management mission
 
and objectives,
 
risk definitions, risk
 
management principles,
risk governance framework,
 
strategic objectives and key management initiatives for
 
the improvement
 
of the risk
management framework
 
in place.
 
Risk
 
culture
 
is
 
a
 
core
 
element
 
of
 
the
 
organisation.
 
Risk
 
management
 
function
 
provides
 
the
 
framework,
procedures and guidance
 
to enable all employees to proactively
 
identify, manage and monitor the
 
risks in their
own areas
 
and improve
 
the control
 
and co-ordination
 
of risk taking
 
across their
 
business. Ongoing
 
education,
communication and awareness takes place via dedicated learning programs,
 
monthly meetings, sharing of best
practices
 
and other
 
initiatives.
 
The
 
Group
 
has also
 
a policy
 
in place
 
to address
 
any risks
 
associated
 
with
 
the
introduction, significant
 
modifications and periodic
 
monitoring of its products and services.
The
 
maximum amount
 
of risk
 
which the
 
Group
 
is willing
 
to assume
 
in the
 
pursuit of
 
its strategic
 
objectives
 
is
articulated via a
 
set of
 
quantitative and qualitative statements for specific risk
 
types, including specific
 
tolerance
levels as described
 
in the Group’s
 
Risk Appetite Framework.
 
The objectives
 
are to support the
 
Group’s business
growth, balance
 
a strong capital position with higher
 
returns on equity and to ensure the Group’s
 
adherence
 
to
regulatory requirements.
 
The Risk appetite, that
 
is clearly communicated throughout
 
the Group determines
 
risk
culture
 
and forms
 
the
 
basis on
 
which
 
risk policies
 
and risk
 
limits are
 
established
 
at Group
 
and regional
 
level.
Within the
 
context of its Risk Appetite Framework,
 
the Bank has further
 
enhanced the risk identification
 
process
and the risk materiality
 
assessment methodology.
The
 
identification
 
and
 
the
 
assessment
 
of
 
all
 
risks
 
is
 
the
 
cornerstone
 
for
 
the
 
effective
 
Risk
 
Management.
 
The
Group aiming
 
to ensure
 
a collective
 
view on the
 
risks linked
 
to the
 
execution of
 
its strategy,
 
acknowledges the
new developments
 
at an early stage and assesses the potential
 
impact.
In
 
order
 
to
 
strengthen
 
further
 
the
 
existing
 
Operational
 
Risk
 
Framework
 
according
 
to
 
increased
 
regulatory
expectations as
 
defined in the:
 
i) EBA Guidelines
 
on Internal Governance
 
(2021) under
 
Directive
 
2013/36/EU, (ii)
BCBS Revisions to the
 
Principles for the
 
Sound Management of Operational
 
Risk (2021), (iii) BCBS Principles
 
for
Operational Resilience, and (iv) EBA
 
Guidelines on ICT
 
and security risk
 
management EBA/GL/2019/04, the Group
had
 
decided
 
to
 
move
 
towards
 
managing
 
Non-Financial
 
Risks
 
(NFRs)
 
holistically,
 
whereas
 
NFRs
 
include
 
all
operational
 
risks as
 
well as
 
specific additional
 
risks such
 
as strategic
 
and reputational
 
risk. NFR
 
management
comprises
 
risk
 
identification,
 
assessment,
 
and
 
mitigation
 
while
 
employing
 
independent
 
oversight
 
and
 
an
effective
 
risk culture to
 
ensure that
 
business objectives
 
are met
 
within the
 
NFR appetite that
 
is reflected in
 
the
Group’s Policies
 
and Guidelines.
The Board Risk Committee (BRC) is a committee of the Board of Directors (BoD) and its task is to assist the BoD
to
 
ensure
 
that
 
the
 
Group
 
has
 
a
 
well-defined
 
risk
 
and
 
capital
 
strategy
 
in
 
line
 
with
 
its
 
business
 
plan
 
and
 
an
adequate and
 
robust risk
 
appetite framework.
 
The
 
BRC assesses
 
the Group’s
 
risk profile,
 
monitors compliance
with
 
the
 
approved
 
risk
 
appetite
 
and
 
risk
 
tolerance
 
levels
 
and
 
ensures
 
that
 
the
 
Group
 
has
 
developed
 
a
 
risk
management
 
framework
 
with
 
appropriate
 
methodologies,
 
modelling tools,
 
data
 
sources
 
as well
 
as
 
sufficient
and
 
competent
 
staff
 
to
 
identify,
 
assess,
 
monitor
 
and
 
mitigate
 
risks.
 
Moreover,
 
BRC
 
is
 
conferred
 
with
 
certain
 
 
 
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approval authorities. The
 
BRC consists of five (5) non-executive directors, meets at least on a monthly basis and
reports to the BoD on a quarterly
 
basis and on ad hoc instances if it is needed.
The Management Risk Committee (MRC) is
 
a management committee established by the Chief Executive Officer
(CEO)
 
and
 
its
 
main
 
responsibility
 
is
 
to
 
oversee
 
the
 
risk
 
management
 
framework
 
of
 
the
 
Group.
 
As
 
part
 
of
 
its
responsibilities, the
 
MRC facilitates
 
reporting to
 
the
 
BRC on the
 
range of
 
risk-related
 
topics under
 
its purview.
The MRC supports
 
the Group
 
Chief Risk Officer
 
to identify material risks, to promptly
 
escalate them
 
to the BRC
and to ensure that the
 
necessary policies and procedures
 
are in place to prudently manage risks and to comply
with regulatory requirements.
In the
 
context of the
 
climate risk
 
stress testing
 
process,
 
the MRC
 
is responsible
 
to review,
 
challenge and
 
agree
on the
 
material climate
 
risks identified
 
in the
 
risk identification
 
process
 
as well
 
as the
 
transition scenarios
 
and
physical
 
risk
 
events
 
developed
 
in
 
the
 
scenario
 
design
 
process.
 
Further
 
to
 
MRC’s
 
clearance,
 
appropriate
management actions are proposed to the Executive Board Committee (“ExBo”) and consequently to the BRC for
review,
 
challenge and approval.
 
The
 
Group’s
 
Risk
 
Management
 
General
 
Division
 
which
 
is
 
headed
 
by
 
the
 
Group
 
Chief
 
Risk
 
Officer
 
(GCRO),
operates independently from the business units and is responsible for the identification, assessment, monitoring,
measurement
 
and
 
management
 
of
 
the
 
risks
 
that
 
the
 
Group
 
is
 
exposed
 
to.
 
It
 
comprises
 
of
 
the
 
Group
 
Credit
General
 
Division
 
(GCGD),
 
the
 
Group
 
Credit
 
Control
 
Sector
 
(GCCS),
 
the
 
Group
 
Credit
 
Risk
 
Capital
 
Adequacy
Control
 
Sector (GCRCACS),
 
the Group
 
Market and
 
Counterparty Risk
 
Sector (GMCRS),
 
the Group
 
Operational
Risk Sector (GORS),
 
the Group Model Validation and Governance Sector (GMVGS), the Group Risk
 
Management
Strategy
 
Planning
 
and
 
Operations
 
Division
 
(GRMSPO),
 
the
 
Supervisory
 
Relations
 
and
 
Resolution
 
Planning
Sector (SRRPS), the Group
 
Climate Risk Division (GCRD) and the
 
Risk Analytics Division (RAD).
 
As part of its overall system
 
of internal controls, Eurobank
 
Ergasias Services and Holdings
 
S.A. has engaged in a
Service
 
Level
 
Agreement
 
(SLA)
 
with
 
Eurobank
 
S.A.
 
(the
 
banking
 
subsidiary
 
of
 
the
 
Group)
 
in
 
order
 
to
 
receive
supporting and advisory services in all areas
 
of risk management undertaken
 
by the Group.
The most important types of
 
risk that are addresse
 
d
 
by the risk management
 
functions of the
 
Group are:
Credit Risk
Credit risk is the
 
risk that a counterparty
 
will be unable to fulfill
 
its payment obligations
 
in full when
 
due. Credit
risk is also
 
related with country risk and
 
settlement risk. Credit risk arises
 
principally from the wholesale and retail
lending activities of the Group, as well as from credit enhancements
 
provided, such as financial guarantees and
letters of credit. The Group is also exposed to credit risk arising from other activities such as investments in debt
securities, trading,
 
capital markets
 
and settlement activities.
 
Taking
 
into account that
 
credit risk is
 
the primary
risk the Group is exposed to,
 
it is very closely managed and monitored by
 
specialised risk units, reporting to the
GCRO.
The
 
credit
 
review
 
and approval
 
processes
 
are
 
centralized
 
both
 
in Greece
 
and in
 
the
 
International
 
operations
following
 
the
 
“four-eyes”
 
principle and
 
specific
 
guidelines
 
stipulated
 
in the
 
Credit
 
Policy
 
Manual
 
and the
 
Risk
Appetite
 
Framework.
 
The
 
segregation
 
of
 
duties
 
ensures
 
independence
 
among
 
executives
 
responsible
 
for
 
the
customer relationship, the
 
approval process and the loan disbursement, as well as monitoring of the loan during
its lifecycle. The credit approval
 
process in Corporate Banking is centralized
 
through the establishment of Credit
Committees with escalating Credit
 
Approval Levels,
 
which assess and limit to the extent possible the
 
corporate
credit risk. Rating
 
models are used
 
in order to calculate
 
the credit
 
rating of corporate
 
customers, reflecting
 
the
underlying
 
credit
 
risk. The
 
most significant
 
ones
 
are
 
the
 
MRA (Moody’s
 
Risk Analyst)
 
applied
 
for
 
companies
 
-
mostly-
 
with
 
industrial
 
and
 
commercial
 
activity
 
and
 
the
 
slotting
 
rating
 
models,
 
used
 
for
 
specialised
 
lending
portfolios
 
(shipping,
 
real
 
estate
 
and
 
project
 
finance)
 
with
 
ring
 
fenced
 
transactions.
 
Credit
 
risk
 
assessment
 
is
performed
 
by
 
Group
 
Credit
 
General
 
Division
 
(GCGD),
 
which
 
assesses
 
the
 
credit
 
requests
 
submitted
 
by
 
the
Business Units, a procedure including the evaluation of the operational
 
and financial profile of the customer, the
validation of the borrower’s
 
rating and the
 
identification of potential risk factors
 
for the
 
Bank.
The credit review and approval processes
 
for loans to Small Businesses (turnover up to €5m)
 
are also centralised
following
 
specific
 
guidelines
 
and
 
applying
 
the
 
‘four-eyes’
 
principle.
 
The
 
assessment
 
is
 
primarily
 
based
 
on the
analysis
 
of
 
the
 
borrower's
 
operational
 
characteristics
 
and
 
financial
 
position.
 
The
 
same
 
applies
 
for
 
Individual
Banking (consumer
 
and mortgage
 
loans), where
 
the
 
credit
 
risk assessment
 
is based
 
on criteria
 
related
 
to the
characteristics of the
 
retail portfolio,
 
such as the financial position of the
 
borrower,
 
the payment behaviour,
 
the
existence of real estate property
 
and the type and quality of securities.
 
The
 
ongoing monitoring
 
of
 
the
 
portfolio
 
quality
 
and
 
of
 
any deviations
 
that
 
may arise,
 
lead to
 
an immediate
adjustment
 
of
 
the
 
credit
 
policy
 
and
 
procedures,
 
when
 
deemed
 
necessary.
 
The
 
quality
 
of
 
the
 
Group’s
 
loan
portfolios
 
(business, consumer
 
and mortgage
 
in Greece
 
and abroad)
 
is monitored
 
and assessed
 
by the
 
Group
Credit Control
 
Sector (GCCS) via
 
field, desktop and thematic
 
reviews in
 
order to timely
 
identify emerging
 
risks,
vulnerabilities,
 
compliance
 
to credit
 
policies and
 
consistency in
 
underwriting. Furthermore,
 
the
 
GCCS assumes
oversight
 
and
 
supervisory
 
responsibilities
 
for
 
proper
 
operation
 
of
 
corporate
 
rating
 
and
 
impairment
 
models.
Moreover,
 
GCCS regularly reviews the adequacy of provisions of all loan portfolios. Finally, the
 
sector formulates
Group’s
 
credit
 
policies
 
while at
 
the
 
same time
 
it monitors
 
regulatory
 
developments
 
proposing
 
relevant
 
policy
updates
 
when
 
necessary.
 
GCCS
 
operates
 
independently
 
from
 
all
 
the
 
business
 
units
 
of
 
the
 
Bank
 
and
 
reports
directly to the GCRO.
 
 
 
 
 
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The
 
measurement,
 
monitoring and
 
periodic
 
reporting of
 
the
 
Group’s
 
exposure
 
to counterparty
 
risk (issuer
 
risk
and market driven counterparty risk), which is the risk
 
of loss due
 
to the customer’s failure to meet its contractual
obligations
 
in
 
the
 
context
 
of
 
treasury
 
positions,
 
such
 
as
 
debt
 
securities,
 
derivatives,
 
repos,
 
reverse
 
repos,
interbank placings, etc. are performed
 
by the Group
 
Market and Counterparty Risk Sector (GMCRS). The
 
Group
sets limits on
 
the level of counterparty risk that are based mainly on
 
the counterparty’s credit rating, as provided
by international rating
 
agencies, the product
 
type and the maturity of the
 
transaction (e.g. control
 
limits on net
open
 
derivative
 
positions
 
by
 
both
 
amount
 
and
 
term,
 
sovereign
 
bonds
 
exposure,
 
corporate
 
securities,
 
asset
backed
 
securities,
 
etc.).
 
GMCRS
 
maintains
 
and
 
updates
 
the
 
limits’
 
monitoring
 
systems
 
and
 
ensures
 
the
correctness and compliance of all financial
 
institutions limits with the Bank’s policies as
 
approved by the Group’s
relevant
 
bodies.
 
The
 
utilization
 
of
 
the
 
abovementioned
 
limits,
 
any
 
excess
 
of
 
them,
 
as
 
well
 
as
 
the
 
aggregate
exposure
 
per
 
Group’s
 
entity,
 
counterparty
 
and
 
product
 
type
 
are
 
monitored
 
by
 
GMCRS
 
on
 
a
 
daily
 
basis.
 
The
Group from 2021 applies the
 
new regulatory framework
 
for the
 
counterparty risk from derivatives
 
(SA-CCR).
 
Market Risk
 
The Group
 
has exposure to market
 
risk, which is the
 
risk of potential financial
 
loss due to an adverse
 
change in
market
 
variables.
 
Changes
 
in
 
interest
 
rates,
 
foreign
 
exchange
 
rates,
 
credit
 
spreads,
 
equity
 
prices
 
and
 
other
relevant
 
factors,
 
such as
 
the implied
 
volatilities,
 
can affect
 
the Group’s
 
income or
 
the fair
 
value of its
 
financial
instruments.
 
The
 
market
 
risks, the
 
Group
 
is
 
exposed
 
to, are
 
monitored,
 
controlled
 
and
 
estimated
 
by
 
GMCRS.
GMCRS is responsible
 
for the
 
measurement,
 
monitoring, control
 
and reporting
 
of the
 
exposure on market
 
risks
including the Interest Rate Risk in the Banking Book (IRRBB) of the Group. The GMCRS reports to the GCRO. The
exposures and the utilisation
 
of the limits are reported
 
to the Board Risk Committee.
Market risk in Greece and
 
International Subsidiaries is managed and monitored
 
mainly using Value at Risk
 
(VaR)
methodology,
 
Sensitivity
 
and
 
stress
 
test
 
analysis.
 
VaR
 
is
 
a
 
methodology
 
used
 
in
 
measuring
 
financial
 
risk
 
by
estimating the potential negative
 
change in the market value of a portfolio at a given confidence level and over
a specified
 
time horizon. The
 
VaR
 
that the
 
Group measures
 
is an estimate
 
based upon a
 
99% confidence
 
level
and a holding
 
period of
 
1 day and
 
the methodology
 
used for
 
the calculation
 
is Monte Carlo
 
simulation (full
 
re-
pricing of the
 
positions is performed).
 
Since VaR
 
constitutes an integral
 
part of the
 
Group's market
 
risk control
regime, VaR
 
limits have been established
 
for all portfolios
 
(trading and investment)
 
measured at fair
 
value and
actual exposure
 
is reviewed
 
daily by
 
management. However,
 
the use
 
of this
 
approach
 
does not
 
prevent
 
losses
outside
 
of
 
these
 
limits
 
in
 
the
 
event
 
of
 
extraordinary
 
market
 
movements.
 
For
 
that
 
reason
 
the
 
Group
 
uses
additional monitoring metrics such as: Stressed
 
VaR, Expected Shortfall
 
and Stress Tests.
 
Finally, the Group
 
has
the required systems and procedures
 
for the application
 
of the new regulatory framework
 
for market risk (FRTB)
according to the regulatory
 
plan.
Interest Rate Risk in the
 
Banking Book (IRRBB)
The IRRBB
 
is defined as
 
the current
 
and the
 
prospective
 
risk of a negative
 
impact to the
 
institution’s economic
value
 
of
 
equity,
 
or
 
to
 
the
 
institution’s
 
net
 
interest
 
income,
 
taking
 
market
 
value
 
changes
 
into
 
account
 
as
appropriate, which arise from
 
adverse movements
 
in interest rates
 
affecting interest
 
rate sensitive instruments,
including gap risk, basis risk and option risk.
 
GMCRS is the
 
unit responsible
 
for the
 
monitoring, control,
 
reporting and estimation
 
of IRRBB on
 
a group
 
level.
Both
 
the
 
Economic
 
Value
 
of
 
Equity
 
(EVE)
 
and
 
NII
 
sensitivity
 
to
 
a
 
number
 
of
 
stresses
 
on
 
interest
 
rates
 
are
estimated on a
 
periodic basis
 
and are compared
 
with the
 
approved
 
by BRC limits. The
 
Group is now
 
using the
recently established
 
Asset and Liability
 
Management (ALM)
 
tool for
 
a significant
 
part of the
 
analysis on a
 
solo
level. The
 
plan is to further
 
increase the
 
use of the
 
ALM tool for
 
any analysis related
 
to IRRBB on a
 
group level.
The
 
policy
 
for
 
the
 
management
 
of
 
IRRBB
 
as
 
approved
 
by
 
BRC
 
and
 
BoD
 
provides
 
a
 
clear
 
description
 
of
 
the
methodologies, governance,
 
limits that are used for
 
the management of IRRBB.
Liquidity
 
Risk
The Group
 
is exposed on a daily basis
 
to liquidity risk due to deposits
 
withdrawals, maturity
 
of medium or long
term
 
notes,
 
maturity
 
of secured
 
or unsecured
 
funding
 
(interbank
 
repos
 
and money
 
market
 
takings), collateral
revaluation
 
as a
 
result
 
of market
 
movements,
 
loan draw
 
-downs
 
and forfeiture
 
of guarantees.
 
The
 
Board
 
Risk
Committee
 
sets
 
liquidity
 
limits
 
to
 
ensure
 
that
 
sufficient
 
funds
 
are
 
available
 
to
 
meet
 
such
 
contingencies.
 
The
Group
 
monitors
 
on
 
a
 
continuous
 
basis
 
the
 
level
 
of
 
liquidity
 
risk
 
using
 
regulatory
 
and
 
internal
 
metrics
 
and
methodologies (LCR,
 
NSFR, buffer
 
analysis, cash flow analysis, short-term
 
and medium-term stress test
 
etc.).
BRC
 
role
 
is
 
to
 
approve
 
all
 
strategic
 
liquidity
 
risk
 
management
 
decisions
 
and
 
monitor
 
the
 
quantitative
 
and
qualitative aspects of liquidity risk. Group
 
Assets and Liabilities Committee (G-ALCO) has the
 
mandate to form
and implement
 
the
 
liquidity policies
 
and guidelines
 
in conformity
 
with Group's
 
risk appetite,
 
and to
 
review
 
at
least monthly
 
the overall
 
liquidity position
 
of the
 
Group. Group
 
Treasury
 
is responsible
 
for the
 
implementation
of the
 
Group's
 
liquidity strategy,
 
the
 
daily management
 
of the
 
Group’s
 
liquidity and
 
for
 
the
 
preparation
 
and
monitoring of the
 
Group’s
 
liquidity budget, while
 
GMCRS is responsible
 
for measuring,
 
control, monitoring
 
and
reporting the liquidity
 
of the Group.
 
 
 
 
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Operational
 
Risk
Operational
 
risk is defined as the
 
risk of loss resulting from inadequate
 
or failed internal processes,
 
people and
systems or from
 
external events.
 
This definition
 
includes legal
 
risk, but excludes
 
strategic and
 
reputational
 
risk.
Operational risk is embedded in
 
every business activity undertaken by the Group. The primary
 
aim of
 
operational
risk management is to ensure the integrity of the Group’s operations and its reputation by mitigating its impact.
To manage operational
 
risk more efficiently, the
 
Group operates
 
an Operational Risk Management
 
Framework,
which defines its approach to identifying,
 
assessing, monitoring and reporting operational
 
risks.
Governance
 
responsibility for
 
operational
 
risk management
 
stems from
 
the
 
Board of
 
Directors (BoD),
 
through
the Executive
 
Board and
 
Senior Management,
 
and passes
 
down to the
 
Heads and staff
 
of every
 
business unit.
The
 
BoD establishes
 
the
 
mechanisms used
 
by the
 
Group
 
to manage
 
operational
 
risk, by
 
setting the
 
tone and
expectations
 
at
 
top management
 
and delegating
 
relevant
 
responsibility.
 
The
 
Board
 
Risk Committee
 
and the
Audit Committee
 
monitor the
 
operational
 
risk level
 
and profile,
 
including the
 
level
 
of operational
 
losses, their
frequency and severity.
The
 
Heads of each
 
Business Unit (the
 
risk owners)
 
are primarily
 
responsible for
 
the day-today
 
management of
operational
 
risk and the adherence
 
to relevant controls.
 
To this
 
end, every business
 
unit:
a)
Identifies,
 
evaluates
 
and
 
monitors
 
its
 
operational
 
risks,
 
and
 
implements
 
risk
 
mitigation
 
controls
 
and
techniques,
b)
Assesses the efficiency
 
of control mechanisms,
c)
Reports all relevant issues,
d)
Has access and
 
uses the
 
methods and tools
 
introduced by
 
the Group
 
Operational
 
Risk Sector,
 
to facilitate
in identifying, evaluating and monitoring operational
 
risks.
Each
 
Business
 
Unit
 
has
 
appointed
 
an
 
Operational
 
Risk
 
Partner
 
(OpRisk
 
Partner)
 
or
 
an
 
Operational
 
Risk
Management Unit
 
(ORMU) depending
 
on the
 
size of
 
the
 
business unit
 
who is
 
responsible for
 
coordinating
 
the
internal
 
operational
 
risk
 
management
 
efforts
 
of the
 
business unit.
 
OpRisk Partners
 
and ORMUs
 
form
 
the
 
link
between Line 1 and
 
Line 2 of
 
the Three Lines of Defense Model for all
 
operational risk matters. In addition, OpRisk
Partners also exist at Units
 
that are part of Line 2
 
and Line 3
 
to ensure the appropriate operational risk oversight
in those functions.
Group Operational Risk Sector (GORS) has
 
been positioned as
 
an overlaying framework coordinator for all Non-
Financial
 
Risks
 
(NFRs).
 
The
 
GORS
 
overlaying
 
responsibilities
 
aim
 
to
 
harmonize
 
Two
 
Lines
 
of
 
Defense
 
(2LoD)
activities across the Group and to holistically ensure the effective,
 
consistent application of the NFR Framework.
2LoD
 
Units maintain
 
their
 
responsibilities
 
for
 
specific
 
Risk Theme(s)
 
owned.
 
NFR
 
management
 
comprises
 
risk
identification,
 
assessment, and
 
mitigation while
 
employing independent
 
oversight
 
and an effective
 
risk culture
to ensure that
 
business objectives
 
are met within
 
the NFR appetite
 
that is reflected
 
in the Group’s
 
Policies and
Guidelines. The update
 
and implementation of the
 
NFR Management Framework
 
is in progress.
Climate related risk
The
 
Group has
 
recognized climate
 
change as
 
a material
 
risk and based
 
on supervisory
 
guidelines, is
 
adapting
its policies and methodologies
 
for identifying and monitoring the
 
relevant risks.
Specifically,
 
climate
 
risk
 
is
 
the
 
risk
 
deriving
 
from
 
potential
 
loss
 
or
 
negative
 
impact
 
to
 
the
 
Group,
 
including
loss/damage
 
to physical
 
assets, disruption
 
of business
 
or system
 
failures,
 
from
 
the
 
adverse
 
effects
 
of climate
change and natural disasters.
Climate-related and environmental
 
risks are commonly understood to include the
 
following risks:
a)
Physical
 
risk, which
 
refers
 
to the
 
financial impact
 
of a
 
changing climate,
 
including more
 
frequent
 
extreme
weather
 
events and gradual changes in climate, as well as of environmental degradation,
 
such as air, water
and land pollution, water
 
stress, biodiversity
 
loss and deforestation,
b)
Transition
 
risk, which
 
refers
 
to an
 
institution’s
 
financial
 
loss that
 
can
 
result,
 
directly
 
or indirectly,
 
from
 
the
process of adjustment
 
towards a lower
 
-carbon and more environmentally
 
sustainable economy.
The
 
Group is
 
adopting a
 
strategic
 
approach towards
 
sustainability,
 
climate change
 
risk identification
 
and risk
management,
 
signifying
 
the
 
great
 
importance
 
that
 
is
 
given
 
in
 
the
 
risks
 
and
 
opportunities
 
arising
 
from
 
the
transitioning to a low-carbon
 
and more circular economy.
 
In this context, the Bank is in the
 
process of finalizing
its Financed Impact Strategy,
 
which will focus on:
 
a)
Clients’ engagement and awareness
 
to adapt their business so as to address
 
climate change challenges,
b)
Actions
 
for
 
supporting
 
customers
 
in
 
their
 
transition
 
efforts
 
towards
 
a
 
more
 
ESG-friendly
 
economic
environment,
c)
Enablers and tools such as frameworks
 
and products to underpin
 
Sustainable Financing,
d)
The risk assessment
 
of climate-related material
 
exposures.
In
 
line
 
with
 
good
 
practices
 
identified
 
by
 
the
 
ECB,
 
the
 
Financed
 
Impact
 
Strategy
 
of
 
the
 
Bank
 
will
 
focus
 
on
sustainable
 
financing
 
targets
 
/
 
commitments.
 
In
 
particular,
 
the
 
Bank
 
identified
 
total
 
portfolio
 
and
 
sectoral
targets
 
with
 
regards
 
to
 
financing
 
the
 
green
 
transition
 
of
 
its
 
clients.
 
To
 
facilitate
 
the
 
classification
 
of
sustainable/green
 
financing
 
opportunities
 
in
 
a
 
structural
 
manner,
 
the
 
Bank
 
has
 
developed
 
its
 
Sustainable
Finance
 
Framework
 
(SFF).
 
Through
 
its
 
SFF,
 
the
 
Bank
 
classifies
 
sustainable
 
lending
 
solutions
 
offered
 
to
 
its
customers,
 
specifying
 
the
 
applied
 
classification
 
approach
 
and
 
the
 
activities
 
defined
 
as
 
eligible
 
to
 
access
 
 
 
 
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sustainable financing (eligible
 
green and social
 
assets). Similar initiatives for the establishment of
 
SFF framework
is under way in the subsidiaries.
 
Furthermore,
 
the
 
Group
 
has
 
updated
 
its
 
governance
 
structure
 
by
 
introducing
 
and
 
defining
 
the
 
roles
 
and
responsibilities in relation
 
to climate related
 
and environmental
 
(CR&E) risks, embedding
 
regulatory guidelines
and market practices.
The
 
CR&E Risk
 
Governance
 
involves
 
various
 
key
 
stakeholders
 
(i.e. Business
 
functions,
 
Units, and
 
Committees).
The Group applies a model of defined roles and responsibilities regarding the management of CR&E risks
 
across
the 3 Lines of Defense.
The Group Climate Risk Division (GCRD) has the overall
 
responsibility for overseeing, monitoring, and managing
CR&E risks. Specifically,
 
the GCRD operates
 
as Project office
 
responsible for
 
the implementation
 
of the Climate
related and Environmental risks roadmap, with a
 
coordinating and supervisory role on
 
all related project streams
to
 
ensure
 
alignment
 
with
 
the
 
Bank’s
 
business
 
strategy
 
and
 
the
 
regulatory
 
authorities’
 
expectations.
 
In
 
this
context, GCRD ensures the implementation of environmental
 
and sustainability initiatives (frameworks,
 
policies,
procedures and products)
 
and compliance with existing and upcoming sustainability-related regulations,
 
under
an ongoing bank-wide program, in alignment with the supervisory agreed roadmap, which is accelerated
 
where
possible.
 
Also,
 
GCRD
 
is
 
responsible
 
for
 
the
 
co-ordination
 
with
 
Business
 
and
 
Risk
 
Units,
 
the
 
preparation
 
and
submission for
 
approval of
 
the Financed
 
Impact Strategy,
 
as well as monitors
 
its implementation.
 
Furthermore,
the
 
GCRD leads
 
the 2nd
 
Line of
 
Defense independent
 
sustainable lending
 
re-assessment
 
process.
 
Specifically,
in the
 
context of implementing
 
the approved
 
Sustainable Finance
 
Framework
 
(SFF), the
 
Division is responsible
to
 
assess
 
the
 
sustainability
 
features
 
of
 
new
 
loans
 
and
 
products
 
according
 
to
 
the
 
criteria
 
set
 
within
 
the
 
SFF.
Further information
 
on ESG risk is provided in the
 
Consolidated Pillar 3 Report on the
 
Company’s website.
The Group applies the elements of the
 
Three Lines of Defense Model for the management of all types of risk. The
Three
 
Lines
 
of
 
Defense
 
Model
 
enhances
 
risk
 
management
 
and
 
control
 
by
 
clarifying
 
roles
 
and
 
responsibilities
within the organization. Under the oversight
 
and direction of the Management Body, the responsibilities of each
of these lines of defense
 
are:
Line
 
1
 
-
 
Own
 
and
 
manage
 
risk
 
and
 
controls.
 
The
 
front
 
line
 
business
 
and
 
operations
 
are
 
accountable
 
for
 
this
responsibility as they
 
own the rewards
 
and are the primary risk generators,
Line 2
 
- Monitor
 
risk and
 
controls
 
in support
 
of Executive
 
Management,
 
providing
 
oversight,
 
challenge, advice
and group-wide direction.
 
These mainly include the
 
Risk and Compliance Units,
Line 3 - Provide
 
independent assurance
 
to the
 
Board and Executive
 
Management concerning
 
the effectiveness
of risk and control management.
 
This refers
 
to Internal Audit.
Further
 
information
 
on the
 
Group’s
 
financial risk
 
management
 
objectives
 
and policies,
 
including the
 
policy for
hedging each major type of transaction for
 
which hedge accounting is used is set out in the notes 2, 5 and 19 to
the consolidated
 
financial statements for
 
the year ended 31 December
 
2022.
Non Performing Exposures
 
(NPE) management
The
 
Group,
 
following
 
the
 
strategic
 
partnership
 
with
 
doValue
 
S.p.A.
 
and
 
the
 
transition
 
to
 
the
 
new
 
operating
model
 
for
 
the
 
management
 
of
 
NPE,
 
realizes
 
the
 
NPE
 
Strategy
 
Plan
 
through
 
its
 
implementation
 
by
 
doValue
Greece for
 
the assigned portfolio
 
and the securitization
 
transactions.
 
Troubled
 
Assets Committee
The Troubled Assets Committee (TAC) is established according to the regulatory provisions and its main purpose
is to act
 
as an independent
 
body, closely
 
monitoring the
 
Bank’s troubled
 
assets portfolio
 
and the
 
execution of
its NPE Management Strategy.
Remedial and Servicing Strategy
 
(RSS)
Remedial
 
Servicing
 
&
 
Strategy
 
Sector
 
(RSS)
 
has
 
the
 
mandate
 
to
 
devise
 
the
 
NPE
 
reduction
 
plan
 
and
 
closely
monitor the overall performance of the NPE portfolio as well as
 
the relationship of the Bank
 
with doValue Greece.
Furthermore,
 
following
 
Bank’s
 
commitments
 
against
 
the
 
significant
 
risk
 
transfer
 
(SRT)
 
monitoring
 
regulatory
requirements
 
pertaining
 
to
 
Bank’s
 
concluded
 
transactions,
 
RSS
 
has
 
a
 
pivotal
 
role
 
in
 
ensuring
 
that
 
relevant
process
 
is performed
 
smoothly and
 
in a timely
 
manner and
 
that any
 
shortcomings are
 
appropriately
 
resolved,
while
 
providing
 
any
 
required
 
clarifications
 
or
 
additional
 
material
 
required
 
by
 
the
 
regulatory
 
authorities.
 
The
Head of RSS reports to the General
 
Manager of Group Strategy.
In this context, RSS has been assigned inter alia with
 
the following
 
responsibilities:
a)
Develop and actively
 
monitor the NPE targets
 
and reduction plan,
b)
Set the
 
strategic
 
principles, priorities,
 
policy framework
 
and KPIs
 
under which
 
doValue
 
Greece
 
is servicing
the portfolio,
c)
Closely monitor
 
the
 
execution
 
of
 
the
 
approved
 
strategies,
 
as well
 
as all
 
contractual
 
provisions
 
under
 
the
relevant
 
contractual
 
agreements
 
for
 
Eurobank’s
 
portfolio
 
assigned
 
to
 
doValue
 
Greece
 
including
 
the
securitized portfolio
 
of ERB Recovery DAC,
d)
Monitoring of the performance
 
of the senior notes of the
 
securitizations in collaboration
 
with Group Risk so
as to
 
ensure compliance to
 
significant risk transfer (SRT) and
 
to the Hellenic
 
Asset Protection Scheme (HAPS),
e)
Budget and monitor the Bank’s expenses and revenues
 
associated with the
 
assigned portfolio,
f)
Cooperate closely with
 
doValue Greece
 
on a daily basis in achieving the
 
Group’s objectives,
g)
Maintain supervisory dialogue.
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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10
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NPE Management Strategy
 
and Operational
 
targets
Ιn
 
line
 
with
 
the
 
regulatory
 
framework
 
and
 
Single
 
Supervisory
 
Mechanism’s
 
(SSM)
 
requirements
 
for
 
Non-
Performing
 
Exposures’ (NPE) management,
 
in March 2023,
 
the Group
 
submitted its NPE Management
 
Strategy
for 2023-2025,
 
along with the
 
annual NPE stock targets
 
at both
 
Bank and Group
 
level. The
 
plan envisages the
decrease of the Group’s
 
NPE ratio at 5.2% at
 
the end of 2023 and at 4.5% in 2025.
 
In the
 
context of
 
its NPE
 
management strategy,
 
the
 
Group has
 
initiated, jointly
 
with the
 
other
 
Greek systemic
banks,
 
an
 
NPE
 
securitization
 
transaction
 
of
 
a
 
wholesale
 
portfolio
 
consisting
 
of
 
common
 
borrower
 
exposures
(project ‘Solar’). The
 
Group targets to the prudential
 
and accounting derecognition of the
 
underlying corporate
loan
 
portfolio
 
from
 
its
 
balance
 
sheet
 
by
 
achieving
 
a
 
Significant
 
Risk
 
Transfer
 
(SRT)
 
and
 
including
 
‘Solar’
securitization
 
under
 
the
 
Hellenic
 
Asset
 
Protection
 
Scheme
 
(HAPS),
 
with
 
the
 
senior
 
note
 
of
 
the
 
securitization
becoming
 
entitled
 
to
 
the
 
Greek
 
State’s
 
guarantee.
 
In
 
parallel,
 
the
 
Management
 
along
 
with
 
the
 
other
participating
 
banks
 
have
 
initiated
 
actions
 
towards
 
the
 
disposal
 
of
 
the
 
majority
 
stake
 
of
 
the
 
mezzanine
 
and
junior
 
notes
 
to
 
be
 
issued
 
in
 
the
 
context
 
of
 
the
 
above-mentioned
 
securitization
 
(note
 
20
 
to
 
the
 
consolidated
financial statements).
Macroeconomic Outlook
 
and Risks
2022 was marked by the war
 
in Ukraine, which gave rise
 
to a global –but
 
predominantly European–
 
energy crisis,
added
 
to
 
the
 
mounting
 
inflationary
 
pressures,
 
and
 
led
 
to
 
widespread
 
economic
 
uncertainty
 
and
 
increased
volatility in the
 
global economy and financial markets.
 
Nevertheless,
 
the post-pandemic recovery
 
continued for
a second consecutive year in
 
Greece, with its GDP growth overperforming that of most of its EU
 
peers. According
to
 
the
 
Hellenic
 
Statistical
 
Authority
 
(ELSTAT)
 
provisional
 
data,
 
the
 
Greek
 
economy
 
expanded
 
by
 
5.9%
 
on
 
an
annual
 
basis
 
in
 
2022
 
driven
 
by
 
strong
 
increases
 
in
 
household
 
consumption,
 
fixed
 
investment,
 
and
 
exports
 
of
services, with the European
 
Commission (EC) estimating the full-year
 
2022 growth rate at 5.5% and 1.2% in 2023
in its winter
 
economic forecast
 
(February
 
2023). The
 
inflation rate,
 
as measured
 
by the
 
change in the
 
12-month
average
 
Harmonized Index of Consumer Prices (HICP), increased
 
to 9.3% in 2022 according to ELSTAT,
 
primarily
as a result of supply-side
 
shocks (including the hikes in energy, food and other raw material prices, the
 
continued
disruptions in
 
the supply
 
chain and
 
the rising
 
nominal wages),
 
alongside the
 
steep post-pandemic
 
recovery
 
of
domestic and
 
external demand.
 
The
 
EC expects that
 
the inflation
 
rate
 
will decline
 
to 4.5% in
 
2023, and
 
further
de-escalate to 2.4% in 2024.
Moreover,
 
provisional ELSTAT
 
data shows that the average monthly unemployment
in
 
2022
 
decreased
 
to
 
12.4%,
 
from
 
14.8%
 
in
 
2021,
 
while
 
the
 
Organisation
 
for
 
Economic
 
Co-operation
 
and
Development (OECD)
 
in its latest report (January 2023) expects unemployment
 
to decline to 11.5% in 2023.
A significant boost to growth in Greece and in
 
other countries of presence is expected from European Union (EU)
funding,
 
mainly
 
under
 
the
 
Next
 
Generation
 
EU
 
(NGEU)
 
instrument
 
and
 
the
 
Multiannual
 
Financial
 
Framework
(MFF) 2021–2027,
 
EU’s long-term budget. Greece shall receive
 
EU funds of more than €30.5bn (€17.8bn
 
in grants
and €12.7bn
 
in loans)
 
up to
 
2026 from
 
NGEU’s Recovery
 
and Resilience
 
Facility
 
(RRF) to
 
finance
 
projects
 
and
initiatives laid down in its
 
National Recovery and Resilience Plan (NRRP) titled “Greece 2.0”.
 
The NRRP estimates
that
 
the
 
aforementioned
 
amount
 
will
 
be
 
supplemented
 
by
 
an
 
additional
 
€26.5bn
 
of
 
private
 
funds.
 
A
 
pre-
financing of €4bn was disbursed in August 2021, and the first two regular payments of €3.6bn each in April 2022
and January
 
2023 respectively.
 
Greece
 
has been
 
also allocated
 
about €40bn
 
through
 
MFF 2021–2027,
 
out of
which
 
close
 
to
 
€21bn
 
will
 
fund
 
investments
 
and
 
initiatives
 
under
 
its
 
new
 
Partnership
 
Agreement
 
for
 
the
Development Framework
 
(ESPA 2021–2027).
On the monetary policy front, although net
 
bond purchases under the temporary Pandemic Emergency Purchase
Programme (PEPP) ended in March 2022, as scheduled, the ECB will continue to reinvest principal from maturing
securities at least until
 
the end of 2024,
 
including purchases of Greek
 
Government Bonds (GGBs) over and above
rollovers
 
of redemptions. As
 
of 31 January 2023,
 
ECB net purchases
 
of GGBs under PEPP amounted
 
to €37.8bn.
Furthermore, the
 
Governing Council of the ECB, in line with its strong commitment
 
to its price stability mandate,
has proceeded with six rounds of interest rate hikes (in July, September,
 
October, December
 
2022, February and
in March 2023), raising the three
 
key ECB interest rates by 350 basis points in aggregate.
 
Moreover,
 
it approved
a
 
new
 
instrument
 
(the
 
“Transmission
 
Protection
 
Instrument”
 
 
TPI)
 
aimed
 
at
 
preventing
 
fragmentation
 
in the
sovereign
 
bonds
 
market.
 
Finally,
 
following
 
the
 
expiration
 
of the
 
special
 
terms
 
and conditions
 
applying
 
to the
TLTRO
 
III (Targeted
 
Longer-Term
 
Refinancing Operations)
 
on 23
 
June 2022,
 
the
 
ECB will
 
keep
 
assessing how
targeted lending operations
 
are contributing to its monetary policy stance.
 
On
 
the
 
fiscal
 
front,
 
the
 
general
 
government
 
balance
 
was
 
to
 
post
 
a
 
primary
 
deficit
 
of
 
1.6%
 
of
 
GDP
 
in
 
2022
according to
 
the 2023
 
Budget (latest
 
outlook point to
 
a primary
 
deficit of ca.
 
1% of GDP
 
or even
 
lower),
 
and a
primary surplus
 
of 0.7%
 
of GDP
 
in 2023
 
(2021: deficit
 
of 5%).
 
The
 
deviation
 
from
 
the
 
primary surplus
 
target of
3.5%
 
of
 
GDP
 
in
 
2022
 
shall
 
not
 
be
 
considered
 
a
 
violation
 
of
 
the
 
country’s
 
commitments
 
under
 
the
 
Enhanced
Surveillance (ES) framework, as in March 2020
 
the EC activated the so-called
 
general escape clause, which allows
for
 
non-permanent
 
deviations
 
from
 
the
 
agreed
 
fiscal
 
paths
 
of
 
the
 
member-states
 
due
 
to
 
the
 
extraordinary
health and economic distress caused by the pandemic. The EC has proposed that the clause should be
 
extended
through 2023 and be deactivated in 2024. Greece
 
exited the ES regime in August 2022, following
 
the successful
completion of
 
the
 
fourteenth
 
and final
 
quarterly review
 
(May 2022).
 
The
 
total benefit
 
between 2018
 
and 2023
exceeds €6.1bn
 
(disbursements of €5.1bn
 
and interest reductions
 
of €1bn). The gross
 
public debt-to-GDP ratio
 
is
expected
 
to
 
decline
 
to
 
168.9%
 
and
 
159.3%
 
in
 
2022
 
and
 
2023
 
respectively
 
(2021:
 
194.5%)
 
owing
 
to
 
the
 
robust
economic recovery
 
and the
 
effect
 
of the
 
sharp price
 
level
 
increase on
 
nominal GDP.
 
The
 
above
 
forecasts
 
may
change in case
 
of potential adverse international developments that could affect energy and other goods
 
prices,
interest rates,
 
external and domestic demand, and bring about the need for additional fiscal
 
support measures.
Regarding sovereign
 
rating
 
changes in
 
the past
 
12 months,
 
DBRS Morningstar
 
upgraded
 
the rating
 
of Greece
to BB (high)
 
with stable
 
outlook fro
 
m
 
BB with
 
positive
 
outlook on
 
18 March
 
2022. Similarly,
 
Standard &
 
Poor’s,
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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on
 
22
 
April
 
2022,
 
and
 
Fitch
 
Ratings,
 
on
 
27
 
January
 
2023,
 
upgraded
 
their
 
rating
 
for
 
Greece
 
to
 
BB+
 
from
 
BB,
changing
 
their
 
outlook
 
to
 
stable.
 
Although
 
Greece’s
 
sovereign
 
credit
 
rating
 
remains
 
one
 
notch
 
below
 
the
investment grade according
 
to three of the four External Credit
 
Assessment Institutions (ECAIs) accepted by the
Eurosystem, the aforementioned
 
upgrades signal that the rating agencies’ view on the sustainability of Greece’s
fiscal
 
position
 
keeps
 
improving
 
despite
 
the
 
uncertain
 
economic
 
environment.
 
In
 
2022,
 
the
 
Greek
 
State
proceeded with
 
the issuance
 
of nine bonds of various
 
maturities (5-year,
 
10-year,
 
15-year and 20-year)
 
through
the Public Debt Management Agency (PDMA), raising
 
a total of €8.3bn from international financial markets.
 
On
17 January 2023, the PDMA issued a 10-year bond of €3.5bn at a yield of 4.279%
and more recently, on 29 March
2023, issued a 5-year
 
bond of €2.5bn at a yield
 
of 3.919%.
 
As of end 2022, the
 
cash reserves
 
of the Greek
 
State
stood in excess
 
of €30bn, and
 
as of early
 
February
 
2023, its
 
sovereign
 
rating
 
was one
 
notch below
 
investment
grade by
 
three of the
 
four ECAIs
 
accepted by
 
the Eurosystem
 
(DBRS Morningstar: ΒΒ (high);
 
S&P Ratings, Fitch
Ratings: BB+).
According to Bank of Greece (BoG) data, the stock of
 
credit to the non-financial private sector stood at €107.1bn
at the
 
end of
 
2022, from
 
€102.6bn at
 
the
 
end of
 
2021, marking
 
an annual
 
gross
 
increase
 
of 4.4%
 
in spite
 
of a
significant deleveraging
 
of non-performing
 
exposures through
 
the “Hercules
 
II” scheme. Adjusted
 
for write-offs,
reclassifications
 
and
 
foreign
 
exchange
 
fluctuations,
 
domestic
 
credit
 
to
 
the
 
non-financial
 
sector
 
increased
 
by
6.2%
 
in
 
2022.
 
On
 
the
 
other
 
side
 
of
 
the
 
ledger,
 
domestic
 
non-financial
 
private
 
sector
 
deposits
 
amounted
 
to
€185.1bn
 
at the end of 2022 from €175.5bn at
 
the end of 2021, increasing by 5.5%. This
 
significant annual growth
follows
 
the
 
sharp increase
 
in nominal GDP
 
and the
 
effect
 
of the
 
government’s
 
energy
 
crisis support
 
measures.
Provisional
 
BoG
 
data
 
shows
 
that
 
residential
 
real
 
estate
 
prices
 
increased
 
by
 
10.2% in
 
the
 
first nine
 
months
 
of
2022, and commercial
 
real estate prices
 
increased by 2.4%
 
in the first
 
half of 2022 compared
 
to their end-2021
levels.
In
 
2022,
 
the
 
geopolitical
 
turmoil
 
caused
 
by
 
the
 
war
 
in
 
Ukraine
 
has
 
resulted
 
in
 
the
 
deterioration
 
of
 
the
macroeconomic outlook in Central,
 
Eastern and Southeastern Europe
 
(CESEE) countries.
 
However,
 
the economic
downturn
 
in CESEE
 
region
 
has
 
not
 
been
 
that
 
sharp
 
as
 
formerly
 
anticipated,
 
given
 
the
 
resilience
 
the
 
regional
economies have
 
demonstrated
 
towards
 
the
 
war fallout.
 
Looking
 
ahead,
 
the
 
main risks
 
continue to
 
stem from
the lingering
 
geopolitical upheaval
 
and the inflationary
 
outlook. Prospects
 
over
 
inflation in the
 
region for
 
2023
have broadly
 
improved on the
 
back of energy prices
 
de-escalation. In this context,
 
regional Central Banks
 
have
embarked since mid-2021 to tightening monetary cycles by increasing the key
 
policy rates throughout 2022 and
with some of those not having
 
terminated yet the
 
restrictive policy.
In tandem with
 
the entire
 
CESEE region,
 
the Bulgarian
 
economy expanded
 
by 3.4%
 
in 2022 (2021:
 
7.6%),
 
based
on data from the
 
National Statistical
 
Institute of Bulgaria, supported by strong
 
growth in exports and by
 
wage
and social
 
transfer increases that compensated for increasing consumer prices, while inflation averaged at 15.3%
in 2022 (2021: 3.3%). According to EC’s winter economic forecasts (February 2023), real GDP is expected to grow
by 1.4% in
 
2023 and 2.5% in 2024
 
mainly due to the
 
implementation of
 
the Recovery
 
and Resilience Plan
 
which
is considered as the main factor behind the
 
expected rebound of investment growth,
 
while the HICP is expected
at 7.8%
 
in 2023.
In Cyprus,
 
according to
 
the EC’s
 
winter economic
 
forecasts
 
(February
 
2023) the
 
real GDP
 
growth
 
is forecasted
at 5.8% in 2022 and 1.6% in 2023 (2021:
 
6.6%) mainly based on stronger household consumption underpinned
 
by
government
 
measures
 
to compensate
 
for
 
high energy
 
prices, and
 
higher
 
exports of
 
services,
 
mainly in tourism
and transport,
 
which were
 
the main
 
growth
 
drivers in
 
the previous
 
three quarters.
 
Despite the
 
negative
 
effects
from
 
the
 
war
 
in
 
Ukraine,
 
the
 
tourism
 
revenues
 
expanded
 
by
 
63.2%
 
year
 
on
 
year
 
during
 
the
 
period
 
January-
November
 
2022, thus
 
the
 
role of
 
the
 
tourism sector
 
was dominant
 
for
 
economic growth
 
in 2022.
 
Respectively,
the
 
Consumer
 
Price
 
Index
 
(CPI)
 
is
 
estimated
 
at
 
8.1%
 
in
 
2022
 
and
 
4%
 
in
 
2023
 
(2021:
 
2.3%)
 
mainly
 
due
 
to
 
a
deceleration
 
in energy
 
and commodity
 
prices. Implementation
 
of the
 
Recovery
 
and Resilience
 
Plan and
 
much
stronger activity in the
 
Tourism sector in 2022 are
 
expected to boost investments in 2023.
 
Regarding the
 
outlook for
 
the next
 
12 months the
 
major macroeconomic
 
risks and uncertainties
 
in Greece
 
and
our
 
region
 
are
 
as
 
follows:
 
(a)
 
the
 
ongoing Russia
 
- Ukraine
 
war
 
and
 
its
 
ramifications
 
on regional
 
and
 
global
stability and security,
 
as well as the
 
European and Greek
 
economy, (b) a
 
potential prolongation
 
of the ongoing
inflationary
 
wave and
 
its impact
 
on economic growth,
 
employment,
 
public finances,
 
household budgets,
 
firms’
production
 
costs,
 
external
 
trade
 
and
 
banks’
 
asset
 
quality,
 
as
 
well
 
as
 
any
 
potential
 
social
 
and/or
 
political
ramifications
 
these
 
may
 
entail,
 
(c)
 
the
 
ongoing
 
and
 
potential
 
upcoming
 
central
 
bank
 
interest
 
rate
 
hikes
worldwide,
 
and
 
in
 
the
 
euro
 
area
 
in
 
particular,
 
that
 
may
 
exert
 
upwards
 
pressures
 
on
 
sovereign
 
and
 
private
borrowing
 
costs,
 
especially
 
those
 
of
 
highly
 
indebted
 
borrowers,
 
deter
 
investments,
 
increase
 
volatility
 
in
 
the
financial markets and lead
 
economies to slow down
 
or even a temporary recession, (d) the recent banking sector
turmoil to
 
continue and
 
expand in
 
the
 
euro
 
area, affecting
 
customers’
 
confidence,
 
with a
 
potential impact
 
on
assets under management levels and on liquidity, (e) the
 
impact of a potential curtailment or discontinuation of
the government energy support measures on growth, employment and the servicing of household and corporate
debt,
 
(f)
 
the
 
persistently
 
large
 
current
 
account
 
deficits
 
and
 
the
 
prospect
 
of
 
them
 
becoming
 
once
 
again
 
a
structural
 
feature
 
of the
 
country’s growth
 
model, (g)
 
the absorption
 
capacity of
 
the NGEU
 
and MFF funds
 
and
the
 
attraction
 
of
 
new
 
investments
 
in
 
the
 
country,
 
(h)
 
the
 
effective
 
and
 
timely
 
implementation
 
of
 
the
 
reform
agenda
 
required
 
to
 
meet
 
the
 
RRF
 
milestones
 
and
 
targets
 
and
 
to
 
boost
 
productivity,
 
competitiveness,
 
and
resilience, (i) a
 
delay in the
 
implementation of
 
planned reforms,
 
projects and the
 
budget’s fiscal agenda due
 
to
the
 
possibility of
 
the 2023
 
national elections
 
resulting in
 
an inability
 
or delay
 
to form
 
a government
 
with solid
Parliament majority,
 
(j) the geopolitical
 
developments in
 
the near region,
 
(k) the evolution
 
of the pandemic and
the
 
probability
 
of
 
emergence
 
of
 
new
 
Covid-19
 
variants
 
that
 
could
 
further
 
impact
 
economic
 
growth,
 
fiscal
balances
 
and
 
international
 
trade
 
by
 
prolonging
 
the
 
disruptions
 
in
 
the
 
global
 
supply
 
chain,
 
and
 
(l)
 
the
 
 
 
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exacerbation of natural disasters due to the climate change
 
and their effect on GDP, employment, fiscal balance
and sustainable development
 
in the long run.
Materialization
 
of the
 
above
 
risks would
 
have
 
potentially
 
adverse
 
effects
 
on the
 
fiscal
 
planning of
 
the
 
Greek
government, as it could decelerate
 
the pace of expected growth and on the liquidity, asset quality, solvency
 
and
profitability of the
 
Greek banking sector. In this
 
context, the Group holds
 
non-significant exposure in Russian or
Ukrainian
 
assets
 
and
 
in
 
the
 
banks
 
that
 
have
 
recently
 
faced
 
solvency
 
or
 
liquidity
 
difficulties,
 
is
 
continuously
monitoring the
 
developments
 
on the
 
macroeconomic,
 
financial and geopolitical
 
fronts as
 
well as the
 
evolution
of its asset quality and
 
liquidity KPIs and has
 
increased its level
 
of readiness, so
 
as to accommodate
 
decisions,
initiatives
 
and policies
 
to protect
 
its capital
 
and liquidity
 
standing as
 
well
 
as the
 
fulfilment,
 
to the
 
maximum
possible degree, of its strategic
 
and business goals in accordance with
 
the business plan for
 
2023–2025.
Share Capital
As at 31 December 2022:
 
a)
The
 
total
 
share
 
capital
 
of
 
Eurobank
 
Holdings
 
amounted
 
to
 
€816,349,051.76
 
divided
 
into
 
3,710,677,508
common voting shares
 
of nominal value of €0.22 each.
 
All shares are
 
registered, listed
 
on the Athens
 
Stock
Exchange and incorporate all the
 
rights and obligations set by
 
the Greek legislation,
b)
The
 
number
 
of
 
Eurobank
 
Holdings
 
shares
 
held
 
by
 
the
 
Group’s
 
subsidiaries
 
in the
 
ordinary
 
course
 
of
 
their
business was 260,036 (31 December
 
2021: 784,540) (note 37 to the consolidated
 
financial statements),
c)
The
 
percentage
 
of the
 
ordinary voting
 
shares of
 
Eurobank
 
Holdings held
 
by the
 
Hellenic Financial Stability
Fund (HFSF) amounted to 1.40%.
On 21 July
 
2022, the Annual General Meeting (AGM) of the shareholders of Eurobank Holdings approved, among
others,
 
the
 
offsetting
 
of a)
 
the
 
total of
 
the
 
account “Corporate
 
law Reserves”
 
amounting to
 
€6,919.3m
 
and b)
part
 
of
 
the
 
account
 
“Share
 
Premium”
 
amounting
 
to
 
€6,894.4m
 
with
 
accumulated
 
losses
 
of
 
equivalent
 
value
amounting to €13,813.7m,
 
included in the
 
account “Retained earnings/(losses)”. The
 
above offsetting,
 
which was
approved
 
by the
 
competent supervisory
 
authorities in
 
October
 
2022, does
 
not affect
 
the Company’s
 
own and
regulatory capital.
By decision of the Board of Directors dated 30.08.2022, the share capital increased
 
by €333,444.32, through the
issue of 1,515,656
 
new shares
 
of a nominal value
 
of €0.22 each. This
 
increase was effected
 
through the
 
exercise
of stock options
 
granted to key
 
executives of the
 
Group at
 
the price
 
of €0.23 per share.
 
The total
 
issue price of
the above
 
shares, amounting
 
to €348,600.88,
 
was fully paid
 
up in cash.
 
The
 
total difference
 
above
 
par (before
directly attributable expenses), which amounts to €15,156.66,
 
was credited into the “Share
 
premium” account.
Share options
The
 
Annual
 
General
 
Meeting
 
of
 
the
 
shareholders
 
of
 
Eurobank
 
Holdings
 
held
 
on
 
28
 
July
 
2020
 
approved
 
the
establishment of a five-year shares award plan, starting from 2021, in the form of share
 
options rights by issuing
new shares
 
with a
 
corresponding
 
share capital
 
increase, in
 
accordance with
 
the provisions
 
of article 113
 
of law
4548/2018, awarded
 
to executives
 
and personnel of
 
Eurobank
 
Holdings and its
 
affiliated
 
companies according
to
 
article
 
32
 
of
 
law
 
4308/2014.
 
The
 
maximum
 
number
 
of
 
rights
 
that
 
can
 
be approved
 
was
 
set
 
at
 
55,637,000
rights, each of which
 
would correspond
 
to one new share.
 
The exercise
 
price of each new
 
share would
 
be equal
to €
 
0.23.
 
The
 
Annual General
 
Meeting authorized
 
the
 
Board
 
of Directors
 
of Eurobank
 
Holdings
 
to define
 
the
eligible staff and determine
 
the remaining terms and conditions
 
of the plan.
The
 
options are
 
exercisable
 
in portions,
 
annually during
 
a period
 
from
 
one to
 
five
 
years.
 
Each portion
 
may be
exercised wholly
 
or partly and converted
 
into shares at the
 
employees’ option,
 
provided they
 
remain employed
by the Group until the first available exercise date. The share options also comply with the restrictions regarding
remuneration
 
of Law 3864/2010, as each
 
time in force.
In
 
this
 
context,
 
the
 
BoD approved
 
the
 
final
 
terms
 
and
 
the
 
implementation
 
of
 
the
 
2nd
 
series
 
of
 
the
 
plan
 
and
11,654,117
 
share
 
options
 
were
 
awarded
 
to
 
executives
 
and
 
personnel
 
of
 
the
 
Group
 
in
 
December
 
2022
 
at
 
an
exercise price of € 0.23.
 
Further information
 
is provided in note 39 to
 
consolidated financial statements.
Dividends
Pursuant to the provisions
 
of the Company Law 4548/2018, companies are
 
required to pay dividends of at least
35% of
 
after-tax profit,
 
after necessary
 
deductions for
 
the formation
 
of the
 
statutory reserve
 
and other
 
credit
balances in the income
 
statement that
 
do not arise from realized
 
earnings.
For the financial year 2022, Eurobank Holdings has no profits and
 
therefore
 
will not distribute minimum
 
dividend.
Furthermore,
 
in 2023
 
the
 
Group
 
has
 
announced
 
that
 
the
 
amount earmarked
 
for
 
dividend
 
distribution
 
will be
used in an optimal way to bid for the
 
1.4% HFSF stake through
 
a share buyback scheme.
Major Shareholders
Based on the most recent notifications that
 
Eurobank Holdings has received
 
from shareholders controlling
 
5 per
cent or more of Eurobank
 
Holdings’ voting
 
rights, such significant shareholders
 
are the following:
 
a)
“Fairfax Financial Holdings Limited”, controlling
 
32.99% of Eurobank
 
Holdings’ total number of voting
 
rights,
corresponding
 
to
 
1,224,002,259
 
voting
 
rights
 
of
 
Eurobank
 
Holdings’
 
ordinary
 
shares.
 
Excluding
 
the
52,080,673
 
voting
 
rights
 
held
 
by
 
the
 
HFSF,
 
the
 
aforementioned
 
percentage
 
is
 
formed
 
to
 
33.46%
 
(the
reporting date
 
for the
 
aforementioned
 
is on 14
 
July 2021, while
 
the percentage
 
calculation is
 
based on the
new total company’s listed shares that are tradeable on the Athens Stock Exchange, following the last share
capital increase due to the
 
exercise of stock option rights),
 
 
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b)
“The Capital
 
Group Companies, Inc”,
 
controlling 5.06%
 
of Eurobank
 
Holdings’ total number
 
of voting rights,
corresponding
 
to 187,812,291
 
voting rights
 
of Eurobank
 
Holdings’ ordinary
 
shares. Excluding
 
the 52,080,673
voting rights
 
held by
 
the
 
HFSF,
 
the
 
aforementioned
 
percentage
 
is formed
 
to 5.13%
 
(the
 
reporting date
 
for
the
 
aforementioned
 
is
 
on
 
1
 
December
 
2020,
 
while
 
the
 
percentage
 
calculation
 
is
 
based
 
on
 
the
 
new
 
total
company’s listed
 
shares that
 
are tradeable
 
on the
 
Athens Stock
 
Exchange, following
 
the last
 
share capital
increase due to the exercise
 
of stock option rights),
c)
The
 
“Helikon
 
Investments
 
Limited”,
 
controlling
 
5.01%
 
of
 
Eurobank
 
Holdings’
 
total
 
number
 
of
 
voting
 
rights,
corresponding to 185,957,220
 
voting rights of Eurobank
 
Holdings’ ordinary shares.
 
Excluding the 52,080,673
voting rights
 
held by
 
the HFSF,
 
the aforementioned
 
percentage
 
is formed
 
to 5.08%
 
(the reporting
 
date for
the aforementioned
 
is on 25 January 2023).
Finally,
 
reflecting
 
the
 
HFSF’s status
 
as a
 
shareholder
 
of Eurobank
 
Holdings
 
(it currently
 
owns 1.4%
 
of Eurobank
Holdings’ shares,
 
which corresponds
 
to 52,080,673
 
ordinary shares
 
with voting
 
rights out
 
of total
 
3,710,677,508
ordinary shares
 
with voting
 
rights issued by Eurobank
 
Holdings), and following
 
the completion
 
of the demerger
of Eurobank
 
Ergasias
 
S.A., Eurobank
 
Holdings,
 
Eurobank
 
and the
 
HFSF are
 
parties to
 
a Tripartite
 
Relationship
Framework
 
Agreement (TRFA)
 
signed on 23 March 2020 and amended on 3 February 2022. The TRFA
 
allows the
HFSF to enforce against Eurobank
 
all the rights which it had against the former Eurobank
 
Ergasias S.A. under an
earlier Relationship Framework
 
Agreement (RFA)
 
between it and Eurobank
 
Ergasias S.A.
 
Accordingly,
 
the TRFA,
 
among other
 
matters, specifies
 
the way
 
HFSF’s rights, as
 
derived
 
from the
 
provisions
 
of
Law
 
3864/2010
 
(“HFSF
 
Law”),
 
were
 
to
 
be
 
implemented,
 
in
 
particular
 
on
 
issues
 
relating
 
to
 
the
 
corporate
governance
 
of
 
Eurobank
 
Holdings
 
and
 
the
 
Bank
 
and
 
the
 
implementation
 
of
 
the
 
Bank’s
 
NPEs
 
management
framework.
 
However,
 
the
 
HFSF Law
 
has been
 
recently
 
amended by
 
the
 
Law 4941/2022
 
(Government
 
Gazzette
A’113/16.06.2022)
 
and
 
a
 
number
 
of
 
provisions
 
of
 
the
 
TRFA
 
either
 
do
 
not
 
arise
 
from
 
the
 
HFSF
 
Law
 
or
 
directly
contradict
 
with
 
it,
 
therefore
 
the
 
TRFA
 
has
 
become
 
out
 
of
 
date.
 
In
 
particular,
 
under
 
the
 
current
 
HFSF
 
Law
 
as
amended by Law 4941/2022, the HFSF no longer has the right to
 
carry out evaluations of Eurobank Holdings and
the
 
Bank’s
 
corporate
 
governance
 
framework
 
or
 
the
 
right
 
to
 
establish
 
evaluation
 
criteria
 
for
 
their
 
Board
members.
 
In
 
addition,
 
the
 
HFSF
 
representative
 
no longer
 
has
 
the
 
right
 
to convene
 
a
 
General
 
Assembly
 
or to
approve the
 
CFO or to veto any resolution of the Board which may jeopardise depositors' interests or materially
affect
 
liquidity,
 
solvency or,
 
in general,
 
the prudent
 
and orderly
 
operation
 
of Eurobank
 
Holdings and
 
the
 
Bank.
Moreover,
 
the facilitation
 
of the
 
management of the
 
Bank’s NPEs has also
 
been removed
 
from the
 
remit of the
HFSF which
 
has been
 
modified in
 
such a
 
way as
 
to explicitly
 
and visibly
 
envisage the
 
effective
 
disposal of
 
the
shares
 
it
 
owns
 
in
 
Eurobank
 
Holdings,
 
based
 
on
 
a
 
divestment
 
strategy,
 
with
 
a
 
specific
 
time
 
horizon
 
until
 
31
December
 
2025.
 
However,
 
under
 
the
 
current
 
HFSF Law,
 
the
 
HFSF has
 
the
 
right to
 
appoint one
 
Director
 
to the
Board
 
and this
 
representative
 
has the
 
right to
 
veto any
 
Board
 
resolutions
 
relating
 
to corporate
 
changes that
can
 
significantly
 
affect
 
HFSF’s
 
participation
 
to
 
Eurobank
 
Holdings
 
share
 
capital
 
(anti-dilution
 
protection).
Regarding the
 
right of the
 
HFSF’s representative
 
to veto any
 
Board resolution
 
related to dividend
 
distributions
or the remuneration
 
policy and proposed
 
bonuses to Board members
 
and General
 
Managers or their
 
deputies,
the current
 
HFSF Law provides
 
that this is
 
applicable to credit
 
institutions whose ratio
 
of non-performing
 
loans
to total loans exceeds 10%. Moreover,
 
the representative
 
of the HFSF has the right to request Eurobank Holdings
or the Bank’s Board to be convened
 
or any Board meeting to be adjourned for
 
up to 3 business days.
Board of Directors
The Board
 
of Directors (BoD) was elected by the Annual General
 
Meeting (AGM) of the Shareholders
 
held on 23
July 2021 for
 
a three years
 
term of office
 
that will expire
 
on 23 July 2024,
 
prolonged
 
until the end
 
of the period
the AGM for
 
the year 2024 will take
 
place.
The BoD of Eurobank
 
Holdings is set out in note 47 to the consolidated
 
financial statements. Personal details of
the Directors are
 
available on the website
 
of Eurobank Holdings
 
(www.eurobankholdings.gr).
Sundry information
 
required under Law 3556/2007
 
(article 4, par.7)
By derogation of the ordinary shares
 
held by HFSF
 
which carry special rights
 
and restrictions under the legislation
in force and
 
the TRFA
 
signed between Eurobank
 
Holdings, the Bank and the
 
HFSF on 23 March 2020, according
to the Articles of Association:
 
a)
there
 
are no restrictions on the
 
transfer
 
of the Eurobank
 
Holdings’ shares,
b)
there
 
are no shares with special controlling
 
or voting rights,
c)
there
 
are no restrictions on voting
 
rights,
d)
the
 
rules
 
related
 
to
 
the
 
appointment
 
and
 
replacement
 
of
 
directors
 
as
 
well
 
as
 
to
 
the
 
amendment
 
of
 
the
Articles of Association are in accordance
 
with the provisions
 
of company law.
The
 
Eurobank
 
Holdings is not
 
aware of
 
any shareholders’
 
agreements resulting
 
in restrictions
 
in the
 
transfer
 
of
its shares or in the exercise of the shares’ voting rights. There are no significant agreements that enter into force,
are amended
 
or expire if there
 
is change in the
 
control of the
 
Eurobank Holdings
 
following
 
a public offer.
 
There
are no agreements between the
 
Eurobank Holdings and the
 
Directors or the staff for compensation
 
in the event
of departure as a result of a public offer.
Information required
 
under Law 4548/2018 (article 97,
 
par.1
 
(b))
According to article
 
97 par.
 
1 (b) of Law 4548/2018
 
the BoD members
 
owe to disclose
 
in a timely and adequate
manner to the other
 
members of the BoD their
 
own interests, which may arise from the
 
company's transactions,
which fall
 
within their
 
duties, as
 
well as
 
any conflict
 
of their
 
interests
 
with those
 
of the
 
company or
 
its related
companies. In
 
such case
 
and in line
 
with the
 
provisions
 
of article
 
97 par
 
3 of the
 
same law,
 
the member
 
of the
 
 
 
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BoD is not entitled to vote on issues in which there is a conflict of interest with his own company
 
or persons with
whom he is a related party.
 
In these cases, decisions
 
are taken by the
 
other BoD members.
For 2022, the
 
following issues
 
were noted
 
in which there was a conflict of interest
 
with Eurobank
 
Holdings:
For
 
the
 
purposes of
 
decisions related
 
to the
 
conclusion of
 
a Share
 
Purchase Agreement
 
(SPA)
 
as well
 
as of
 
an
Amended
 
and
 
Restated
 
Shareholders’
 
Agreement
 
(SHA)
 
related
 
to
 
the
 
Bank’s
 
participation
 
in
 
the
 
company
”Grivalia
 
Hospitality
 
S.A”
 
(Grivalia
 
Hospitality
 
οr
 
GH)
 
between
 
the
 
Bank
 
and
 
1)
 
the
 
companies
 
“DEBT
INVESTMENT
 
OPPORTUNITIES
 
III
 
DESIGNATED
 
ACTIVITY
 
COMPANY”
 
(DOF
 
III)
 
and
 
“DEBT
 
INVESTMENT
OPPORTUNITIES
 
IV DESIGNATED
 
ACTIVITY
 
COMPANY”
 
(DOF IV)
 
(controlled
 
by
 
M&G), 2)
 
the
 
company
 
under
the corporate
 
name “GRIVALIA
 
MANAGEMENT COMPANY
 
SOCIETE ΑΝΟΝΥΜΕ”
 
(GRIVALIA),
 
which is a
 
related
party to both the
 
Bank within the meaning
 
of paragraph 2 (b)
 
of article
 
99 of
 
Greek Law 4548/2018
 
and Eurobank
Holdings within the
 
meaning of paragraph
 
2 (a) of article 99 of
 
Greek Law 4548/2018,
 
since the
 
Vice Chairman
of the
 
Board of Directors
 
of Eurobank
 
Holdings and the
 
Bank Mr.
 
Georgios Chryssikos
 
holds the
 
majority (68%)
of the shares of GRIVALIA and is
 
an executive member of the board of
 
directors of GRIVALIA and 3) the company
under
 
the
 
corporate
 
name
 
“Eurolife
 
FFH Life
 
Insurance
 
Single Member
 
Société Anonyme”
 
(Eurolife),
 
which is
 
a
related party of Eurobank Holdings within the
 
meaning of paragraph 2 (a) of article 99 of Greek Law 4548/2018,
as
 
a
 
related
 
party
 
of
 
Eurobank
 
Holdings
 
according
 
to
 
IAS
 
24,
 
the
 
BoD’s
 
approval
 
was
 
granted
 
based
 
on
 
a
fairness opinion report
 
provided by a certified
 
auditor in accordance with article 101 of Law 4548/2018, while
 
all
the necessary
 
disclosure procedures
 
were adhered
 
to as provided
 
for in
 
articles 100 par.
 
3 and 101 par.
 
2 and 3
of Law
 
4548/2018. Furthermore,
 
for
 
the
 
same
 
issue, a)
 
the
 
Vice
 
Chairman of
 
the
 
BoD Mr.
 
Chryssikos
 
also Vice
Chairman and
 
Chief Executive
 
Officer
 
of GRIVALIA
 
holding 68%
 
of its
 
share capital
 
and b)
 
the
 
member
 
of the
BoD Mr. Martin also Vice
 
Chairman of Strategic Investments
 
at Fairfax (a company that
 
holds the 33.47% of the
shares of Eurobank
 
Holdings), which controls
 
Eurolife’s
 
parent company “Eurolife
 
FFH Insurance
 
Group Holdings
Société Anonyme” and indirectly Eurolife
 
itself were note entitled to vote according
 
to the provisions of par.
 
3 of
Art. 97 of the Company Law 4548/2018 due
 
to conflict of interest.
For the
 
purposes of decisions related to the
 
conclusion of a Share Purchase Agreement
 
(SPA), which pertains
 
to
the
 
participation
 
of
 
“Eurobank
 
S.A.”
 
(Eurobank
 
or
 
Bank)
 
in
 
the
 
company
 
“Grivalia
 
Hospitality
 
S.A.”
 
(Grivalia
Hospitality οr GH)
 
between the Bank and “Eurolife FFH
 
Life Insurance Single Member Société Anonyme” (Eurolife),
which
 
is
 
a
 
related
 
party
 
of
 
the
 
parent
 
company
 
of
 
the
 
Bank,
 
“Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.”
(Eurobank Holdings),
 
within the meaning
 
of paragraph
 
2 (a) of article 99 of Greek Law 4548/2018, according
 
to
IAS 24,
 
the
 
BoD’s approval
 
was granted
 
based on
 
a fairness
 
opinion report
 
provided
 
by a
 
certified
 
auditor in
accordance with article
 
101 of Law 4548/2018, while all the
 
necessary disclosure procedures
 
were adhered
 
to as
provided
 
for
 
in articles
 
100 par.
 
3 and
 
101 par.
 
2 and
 
3 of
 
Law 4548/2018.
 
Furthermore,
 
for
 
the
 
same issue,
 
the
BoD member
 
Mr.
 
Martin also
 
is Vice
 
Chairman of
 
Strategic
 
Investments
 
at Fairfax,
 
which holds
 
32.99%
 
of the
shares
 
of
 
Eurobank
 
Holdings,
 
and
 
also
 
controls
 
Eurolife’s
 
parent
 
company,
 
“Eurolife
 
FFH
 
Insurance
 
Group
Holdings Société Anonyme”,
 
and indirectly Eurolife
 
itself, was not entitled to vote
 
according to the provisions
 
of
par. 3 of Art. 97 of the
 
Company Law 4548/2018 due to conflict of interest.
For
 
the
 
purposes
 
of
 
decisions
 
relating
 
to
 
the
 
Stock
 
Options
 
plan
 
(1st
 
series
 
exercise
 
and
 
2nd
 
series
implementation) approved
 
by the Annual General Meeting of Shareholders
 
in July 2021, the CEO Mr. F.
 
Karavias
and the Deputy CEOs
 
Messrs. S.
 
Ioannou, K. Vassiliou and A.
 
Athanasopoulos were not entitled to vote, according
to the provisions
 
of par. 3 of art. 97 of the
 
Law 4548/2018, due to conflict of interests.
 
External Auditors
The Eurobank
 
Holdings’ Shareholders
 
Annual General Meeting
 
held on 21 July 2022 approved
 
the appointment
of KPMG, as
 
statutory auditor
 
for the
 
financial statements
 
(separate
 
and consolidated)
 
for the
 
year ending
 
31
December 2022.
During
 
2022,
 
the
 
Audit
 
Committee
 
reviewed
 
KPMG’s
 
independence
 
and
 
effectiveness,
 
along
 
with
 
its
 
annual
audit plan. In
 
addition, the Audit Committee ensured
 
on a
 
quarterly basis that a) the
 
non-audit services assigned
to KPMG,
 
have been
 
reviewed
 
and approved
 
as required
 
and b)
 
there
 
is a
 
proper
 
balance between
 
the
 
audit
and non-audit fees
 
paid to KPMG, in accordance
 
with the
 
relevant provisions
 
of the Group’s
 
Policy on External
Auditors’ Independence (note
 
46 of the consolidated financial statements).
NON-FINANCIAL INFORMATION
Business model
The
 
Eurobank
 
Holdings Group
 
(the
 
Group)
 
offers
 
a wide
 
range
 
of financial
 
products
 
and services
 
in retail
 
and
business
 
banking
 
and
 
has
 
a
 
significant
 
international
 
presence
 
in
 
four
 
countries
 
outside
 
Greece
 
(see
 
further
information
 
in the
 
section “International
 
Activities”).
It is
 
among the
 
leading providers
 
of banking services
 
and
credit
 
to large
 
corporates,
 
SMEs, small
 
businesses,
 
professionals
 
and households,
 
concentrating
 
its efforts
 
on
financing the growth cycle
 
of the Greek economy and the other
 
countries of presence, including an instrumental
participation in Recovery
 
and Resilience Facility (RRF) funds. In addition,
 
the Group has a strategic
 
focus in fee-
generating
 
activities, such as asset management, private banking,
 
equity brokerage,
 
treasury sales, investment
banking, factoring, real
 
estate, trade finance
 
and bancassurance.
The Group has a diversified (through business line, geography and customer) and resilient business model,
 
which
is based
 
on three
 
revenue
 
streams i.e.
 
the
 
Greek
 
banking operations,
 
the
 
international
 
activities and
 
the
 
real
 
 
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estate
 
business.
 
Its
 
strategy
 
aims
 
at
 
optimizing
 
its
 
financial
 
performance,
 
maintaining
 
a
 
strong
 
capital
 
and
liquidity base, rewarding its
 
shareholders as well as contributing
 
to the economy
 
and society in
 
a holistic manner.
The Group
 
continues to implement the Transformation
 
Program “Eurobank
 
2030”, which is a material enabler in
achieving
 
the
 
bank’s
 
strategic
 
objectives
 
and
 
enhancing
 
its
 
competitive
 
position,
 
as
 
it
 
focuses
 
on
 
business
growth, sustained
 
operational resilience,
 
constantly improving operational
 
efficiencies and, ultimately,
 
ensuring
increased
 
customer
 
value
 
and
 
satisfaction.
 
In
 
tandem,
 
the
 
Bank
 
is
 
investing
 
in
 
the
 
People
 
 
Technology
 
Sustainability
 
three-fold,
 
by
 
combining
 
cutting
 
edge
 
technology
 
and
 
the
 
expertise
 
of
 
its
 
highly
 
trained
 
staff,
using best practices to contribute
 
to the effort
 
for sustainable development
 
for all.
Its operating model evolves
 
around the following
 
key pillars:
 
a)
Financing
 
landmark
 
projects
 
and
 
investments
 
of
 
large
 
and
 
medium
 
size
 
businesses,
 
mainly
 
through
investments based on ESG criteria,
b)
Fully supporting SMEs, in combination with
 
the major funding potential
 
available through European
 
and/or
Greek programmes for
 
small businesses, aiming to boost their competitiveness, gain access to international
markets, create jobs
 
and thus distribute the benefits
 
of growth across
 
society,
c)
Sustaining a leading position in Retail Banking by
 
offering
 
high quality services and innovative
 
products to
distinct client segments leveraging on advanced multi-channel strategies and tailored to customer evolving
needs,
d)
Developing a people-centred
 
‘phygital’ model, a hybrid of physical and digital, that combines state-of-the-
art technological
 
infrastructure
 
with the
 
Group’s
 
human resources,
 
offering
 
simple, fast,
 
personalised, and
secure services.
In conducting
 
its business
 
activities,
 
the
 
Group
 
considers
 
the
 
particular
 
and diverse
 
needs of
 
its stakeholders
and focuses on creating
 
value for them. In
 
this context, the Group:
 
a)
designs and offers savings and investment
 
products to its depositors and investors; makes
 
appropriate use
of available funds for supporting
 
households and businesses to realise
 
their plans, financing the
 
economies
in which it operates,
b)
deploys a client-centric orientation
 
with segmental approach
 
and relationship-based management,
c)
relies
 
on
 
the
 
skills
 
and
 
expertise
 
of
 
its
 
human
 
resources
 
for
 
the
 
implementation
 
of
 
its
 
business
 
strategy
including
 
the
 
improvements
 
of
 
products
 
and
 
services
 
to
 
customers;
 
for
 
this
 
purpose,
 
it
 
enhances
 
staff
engagement
 
by
 
strengthening
 
the
 
knowledge
 
and
 
experience
 
of
 
its
 
employees
 
through
 
training
 
and
development
 
programmes
 
and providing
 
a safe
 
and productive
 
work environment,
 
where
 
diversity,
 
equity
and inclusion are strongly promoted,
 
d)
invests
 
in IT
 
infrastructures
 
and digital
 
transformation
 
to systemically
 
address
 
the
 
evolving
 
technological
developments and continuously
 
improve its business
 
and operational
 
model,
 
e)
has
 
established
 
a
 
system
 
of
 
internal
 
controls
 
that
 
is
 
based
 
on
 
international
 
good
 
practice
 
and
 
aims
 
to
minimize the
 
possibility of error
 
or financial loss,
 
to protect
 
the interest
 
of shareholders
 
and depositors, as
well as to ensure that the
 
requirements of the relevant
 
regulatory authorities are complied with at all times,
f)
uses natural resources
 
for its operation,
 
while being committed to minimizing its environmental footprint by
adopting environmentally friendly practices and promoting a green
 
economy. Green procurement
 
practices
are applied, embedding environmental
 
specifications and guidance
 
for selection of products
 
and suppliers,
g)
develops
 
an ongoing
 
dialogue
 
with stakeholders
 
and supports
 
society and
 
local
 
communities. The
 
Group
monitors
 
and
 
reviews
 
information
 
related
 
to
 
its
 
stakeholders
 
and
 
their
 
requirements,
 
shaping
 
a
 
specific
framework
 
of cooperation
 
and approach to communication
 
in each case.
 
 
The corporate
 
governance
 
principles of transparency,
 
credibility, social
 
responsibility and accountability define
the framework
 
for the achievement
 
of the Group’s objectives, govern
 
the organization, operations
 
and activities
and reflect
 
its values,
 
safeguarding
 
the
 
interests
 
of shareholders
 
and of
 
all other
 
stakeholders.
 
The
 
corporate
values of empathy, drive, cooperation, innovation and trust support
 
a strong yet adaptive business
 
culture, which
enables
 
the
 
Group
 
to provide
 
top quality
 
services
 
to every
 
client, household
 
or business,
 
to support
 
inclusive
growth and to create
 
sustainable prosperity for
 
all the communities it serves.
Impact Materiality Analysis
 
Materiality analysis is the key process used to define
 
the content of the Annual
 
Report - Business &
 
Sustainability
and
 
is
 
conducted
 
through
 
stakeholder
 
engagement
 
(including
 
an
 
electronic
 
survey
 
targeted
 
at
 
internal
 
and
external stakeholders).
 
Adopting the
 
new methodology
 
of the
 
GRI Standards
 
(2021), the
 
Bank has
 
proceeded
with
 
the
 
identification,
 
assessment,
 
prioritization
 
and validation
 
of the
 
positive
 
and negative
 
effects
 
that
 
the
Bank creates or may create on the
 
environment, society and the
 
economy.
An
 
integral
 
part
 
of
 
the
 
Bank’s
 
approach
 
towards
 
Sustainable
 
Development
 
is
 
the
 
fostering
 
of
 
strong
relationships, cooperation
 
and mutual benefit with all
 
stakeholders affected
 
directly or indirectly by its
 
activities.
In
 
this
 
context,
 
the
 
Bank
 
promotes
 
two-way
 
communication
 
and
 
develops
 
an
 
ongoing
 
dialogue
 
with
stakeholders.
 
The overall
 
Bank’s Materiality Analysis methodology,
 
the validated Material Topics,
 
Sustainability Indicators per
the
 
GRI
 
Standards
 
and
 
information
 
regarding
 
initiatives
 
across
 
the
 
ESG
 
spectrum
 
along
 
with
 
ESG
 
data
submitted by the Group’s
 
subsidiaries are included in the Annual Report 2022 – Business & Sustainability, which
is published on
www.eurobankholdings.gr.
 
 
 
 
 
 
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Group’s approach
 
towards sustainable development
The
 
Group
 
is constantly
 
committed to
 
investing
 
in sustainable
 
development
 
and to
 
consistently designing
 
its
actions to improve
 
its environmental performance,
 
social responsibility and corporate
 
governance. Its strategic
objective
 
is
 
to
 
adapt
 
its
 
business
 
and
 
operation
 
in
 
a
 
way
 
that
 
addresses
 
climate
 
change
 
challenges,
 
to
accommodate social
 
needs within
 
its banking business
 
model, and to
 
safeguard
 
prudent governance
 
for itself
and
 
its
 
counterparties,
 
in accordance
 
with
 
supervisory
 
initiatives
 
and
 
following
 
international
 
standards/
 
best
practices.
Committed to actively
 
contributing to the
 
achievement
 
of the
 
United Nations Sustainable
 
Development
 
Goals
(SDGs) and the
 
2030 Agenda
 
goals, the
 
Bank is a
 
signatory of
 
the UN
 
Global Compact
 
since 2008.
 
According
to the commitment to the UNEP FI Principles for Responsible Banking (PRB)
 
since 2019,
 
in line with the SDGs and
the Paris Agreement on Climate Change, the Bank issued its 2nd Progress Report which was incorporated in the
Annual Report 2021 –
 
Business & Sustainability. According to UNEP FI individual feedback report on the 2nd PRB
Progress
 
Report,
 
Bank’s
 
strengths
 
were
 
highlighted
 
(Impact
 
analysis,
 
Sustainable
 
finance
 
and
 
green
 
bond
frameworks,
 
employee
 
training
 
and integrated
 
reporting)
 
and the
 
way forward
 
for
 
full implementation
 
of the
Principles for
 
Responsible Banking
 
was set
 
through
 
the
 
identification
 
of the
 
two areas
 
the
 
Bank has
 
the
 
most
significant impacts, performance
 
measurement and pertinent
 
target
 
setting.
A dedicated Group
 
-wide programme
 
to address the requirements
 
of the ESG ecosystem
The Group
 
launched an initiative,
 
namely “Program
 
Field”, with an
 
aim to implement
 
its sustainability strategy,
integrate
 
climate risks,
 
fulfil its
 
UNEP FI
 
signatory commitments
 
as well
 
as to
 
ensure
 
readiness
 
to comply
 
with
upcoming
 
sustainability-related
 
regulations
 
(i.e.
 
“EU
 
Green
 
Deal”,
 
ECB
 
Guide
 
on
 
climate-related
 
and
environmental
 
risks, EU
 
Taxonomy
 
Regulation,
 
etc.). Through
 
this initiative,
 
the
 
Group
 
has identified,
 
assessed
and implements
 
climate-related and environmental
 
(CR&E) risk action plans within the
 
three Lines of Defence.
Group ESG Strategy
 
The
 
Bank is finalizing
 
its Strategy
 
both in
 
terms of its
 
financing and other
 
products, and
 
in terms
 
of its internal
environment and how
 
it is organised and operates.
 
The ESG Strategy
 
will include targets and commitments classified in two
 
key dimensions:
 
A.
Operational
 
Impact Strategy: targets
 
related to the ESG operational
 
footprint of the
 
Bank
B.
Financed Impact Strategy: targets
 
and commitments related to financed impact resulting
 
from lending
and investing activities to specific sectors and clients.
A. Operational
 
Impact Strategy
The Bank’s Operational
 
Impact Strategy will focus
 
on three strategic
 
axes:
Environmental impact
 
(operational
 
net zero, paperless
 
banking, circular economy),
Social and business impact (sustainable procurement,
 
socio-economic effect,
 
transparency),
Employer impact
 
(diversity and inclusion,
 
wellbeing culture, innovative
 
environment).
B. Financed Impact Strategy
The Bank’s Financed
 
Impact Strategy
 
will focus on:
Clients’
 
engagement
 
and
 
awareness
 
to
 
adapt
 
their
 
business
 
so
 
as
 
to
 
address
 
climate
 
change
challenges,
Actions
 
for
 
supporting
 
customers
 
in
 
their
 
transition
 
efforts
 
towards
 
a
 
more
 
ESG-friendly
 
economic
environment,
Enablers and tools such as frameworks
 
and products to underpin Sustainable
 
Financing,
The risk assessment
 
of climate-related material
 
exposures.
The
 
ESG Strategy,
 
through
 
a set
 
of actions
 
with measurable
 
targets, indicates
 
the Group’s
 
vision in
 
the
 
short,
medium and long term in relation
 
to the environment,
 
its social footprint,
 
with focus
 
on its people, and the ESG
impact in the market
 
and its portfolio.
Progress against targets
 
for 2022
The
 
Group
 
is
 
committed
 
to
 
specific
 
ESG
 
Financed
 
Impact
 
targets
 
which
 
include
 
both
 
quantitative
 
and
qualitative elements. More
 
specifically,
 
the relevant targets
 
for 2022 for
 
the Bank included the
 
following:
1.
The
 
operationalization
 
of the
 
Sustainable Finance
 
Framework
 
(SFF) in
 
terms of
 
policies,
 
procedures,
 
and
processes.
 
2.
The expansion
 
of data collection capabilities
 
for climate risk related
 
data.
 
3.
The increase
 
of penetration of ESG products.
 
4.
The
 
assurance
 
that
 
at
 
least
 
20%
 
of
 
the
 
annual
 
gross
 
new
 
corporate
 
disbursements
 
are
 
green
 
/
environmentally sustainable.
 
 
 
 
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Based
 
on actual
 
performance
 
the
 
Bank has
 
successfully
 
managed
 
to accomplish
 
all 2022
 
Impact
 
targets,
 
as
follows:
1.
Operationalized
 
the SFF.
 
In particular:
a)
Has
 
developed
 
a
 
web-based
 
SFF
 
Assessment
 
Tool
 
for
 
the
 
Corporate
 
Portfolio,
 
to
 
underpin
 
the
classification
 
and evaluation
 
of sustainable/ green
 
financing opportunities
 
in a structural
 
manner.
 
The
SFF
 
Assessment
 
Tool
 
automates
 
the
 
process
 
of
 
assessing
 
the
 
Bank’s
 
financings
 
against
 
the
 
criteria
defined in the SFF,
b)
Has completed
 
the roll
 
-out of
 
the SFF
 
as part
 
of its loan
 
origination process,
 
while the
 
SFF is currently
being localized to international
 
subsidiaries,
 
c)
Is assessing
 
a series
 
of new proposed
 
Retail SFF-aligned
 
products, also
 
taking into account
 
upcoming
Greek Government
 
Initiatives (ongoing / recurring
 
initiatives),
d)
Is examining (ongoing / recurring
 
initiatives) solutions
 
for converting
 
other
 
climate mitigation
 
products
into SFF-eligible products.
2.
Enhanced its capabilities for
 
the collection of climate
 
risk data
The
 
Bank is continuously
 
enhancing its capabilities
 
for the
 
collection of
 
climate-related
 
and environmental
 
risk
data, through
 
integration
 
of additional
 
information
 
requirements
 
in the
 
credit process
 
as well
 
as cooperation
with third party data
 
providers.
 
3.
Increased ESG product offerings
 
and designed additional SFF-aligned products
The Bank received
 
the Silver Awards
 
for Sustainable Financing for Tourism
 
in the Green Awards 2022 and going
forward, it aims to develop
 
additional ESG dedicated products
 
for the Retail
 
portfolio.
4.
Achieved its target for over
 
20% of the annual gross new corporate disbursements to be classified as green/
environmentally sustainable.
More specifically,
 
as regards Sustainable Financing Targets
 
in the Corporate Portfolio,
 
for 2022, new green SFF-
aligned disbursements
 
in the
 
Corporate
 
Investment
 
Banking (CIB)
 
portfolio
 
of the
 
Bank constituted
 
more than
20% of
 
the
 
total disbursements
 
in the
 
CIB
 
portfolio,
 
indicating
 
the
 
Bank's dedication
 
to the
 
support of
 
green
transition
 
of its
 
clients’ operations.
 
The
 
total outstanding
 
balance
 
of existing
 
green exposures
 
was more
 
than
€1,5bn as
 
of 31
 
December
 
2022, indicating
 
a year-on-year
 
growth
 
in green
 
financing of
 
over
 
60%. Specifically,
more than
 
€900mn are
 
attributed to
 
Renewable Energy
 
Sources (RES)
 
projects, while
 
over
 
€400mn have
 
been
allocated to Sustainability Linked Loans,
 
supporting clients’ sustainable transition.
Further
 
information
 
on the
 
Bank’s 2023 ESG
 
targets and
 
commitments is
 
provided
 
in the
 
Consolidated Pillar
 
3
Report on the Company’s website.
ESG Governance
The
 
Group
 
has updated
 
its governance
 
structure
 
by introducing
 
and defining
 
the
 
roles
 
and responsibilities
 
in
relation to climate related
 
and environmental risks, embedding regulatory
 
guidelines and market practices.
 
The
updated
 
governance
 
structure
 
aims
 
to
 
further
 
enhance
 
the
 
effective
 
oversight
 
of
 
climate
 
related
 
and
environmental risks at
 
management/ board level,
 
both for transition
 
and physical risks.
The
 
CR&E Risk
 
Governance
 
involves
 
various key
 
stakeholders
 
(i.e., Business
 
functions,
 
Units, and
 
Committees).
The Group applies a model of defined roles and responsibilities regarding the management of CR&E
 
risks across
the 3 Lines of Defense.
Moreover,
 
the the
 
Bank’s BoD has
 
assigned an executive
 
member as
 
the responsible
 
BoD member
 
for climate-
related and environmental risks. As
 
part of its
 
duties, the member responsible updates the Board
 
Risk Committee
(BRC),
 
in
 
alignment
 
with
 
the
 
BRC
 
Terms
 
of
 
Reference,
 
and
 
the
 
BoDs
 
of
 
Eurobank
 
Holdings
 
and
 
the
 
Bank
 
on
climate change and environmental
 
related risks at least on a semi - annual basis.
The
 
Bank has
 
also established
 
the
 
ESG Management
 
Committee, chaired
 
by the
 
BoD member
 
responsible for
climate-related and environmental
 
risks. As part of its duties, the Committee,
 
among other:
 
Provides strategic
 
direction on ESG initiatives
Reviews the
 
ESG Strategy prior to approval,
Integrates the
 
elements of the ESG Strategy
 
into the Bank’s business model and operations,
Regularly measures and analyses the
 
progress of the
 
ESG goals and performance
 
targets
Ensures the proper
 
implementation of ESG-related
 
Policies and Procedures
Reviews and approves
 
ESG-related reports and ensures
 
that are in accordance
 
with related standards
and guidelines.
ESG Data quality
The
 
Group
 
has
 
established
 
processes
 
and
 
policies
 
to
 
ensure
 
the
 
data
 
quality
 
for
 
data
 
related
 
to
 
both
operational
 
and financed impacts.
The
 
ESG
 
Division
 
is
 
responsible
 
for
 
the
 
collection,
 
calculation
 
and
 
review
 
of
 
data
 
related
 
to
 
the
 
operational
impact in line with the
 
associated certified management
 
systems (ISO 14001/EMAS, ISO 50001, ISO 14064).
 
 
 
 
 
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The
 
Group Climate
 
Risk Division
 
is responsible
 
for
 
establishing internal
 
reporting and
 
disclosure
 
processes
 
for
the
 
financed
 
impact
 
as well
 
as
 
the
 
oversight
 
of the
 
associated
 
data
 
collection,
 
in
 
line
 
with
 
the
 
Group’s
 
data
governance framework.
Internal and external ESG awareness
 
and capacity building
The Group
 
is placing great emphasis in building capacity
 
among its employees to be
 
able to support its clients
on their
 
sustainability plan and
 
their green
 
transition. To
 
this end, the
 
Bank implements
 
an ESG upskilling
 
plan
for its
 
employees as
 
well as launching
 
ESG awareness
 
initiatives for
 
its clients. The
 
internal awareness
 
sessions
regarding ESG and CR&E matters cover both members of the
 
management body and other stakeholders
 
across
the Bank
 
(e.g. Business
 
Units). Additionally,
 
the Bank
 
has offered
 
trainings to
 
stakeholders
 
from all
 
Three
 
Lines
of Defense
 
(i.e., Business
 
Units, Risk
 
Management
 
Units, Internal
 
Audit function)
 
regarding
 
the
 
SFF in
 
order
 
to
enhance their understanding
 
of sustainable financing criteria.
 
ESG ratings
The Bank actively participates in internationally renowned ESG ratings to highlight the continuous improvement
in its environmental, social and governance
 
performance, upgrade
 
the relevant disclosures and further
 
enhance
investor confidence in its practices. In 2022, the Bank posted improvements
 
compared to 2021 in important ESG
ratings such as Sustainalytics (from
 
15.3 to 12.1, maintaining the
 
“Low Risk” mark), Vigeo Eiris - Moody’s (from
 
38
to 50,
 
improving
 
from “Limited”
 
to “Robust”
 
mark), S&P
 
(from 48
 
to 50)
 
and Refinitiv
 
(from 69
 
to 79).
 
Specially
with respect to Sustainalytics, the Bank achieved the international “ESG Industry Top Rated” distinction and has
been added in the “Sustainalytics' Top
 
-Rated ESG Companies List”.
In the context of
 
networking with
 
market for
 
sustainable development
 
issues,
 
the Bank participates
 
in the ESG
Coordinating
 
Committee
 
of
 
the
 
Hellenic
 
Bank
 
Association,
 
the
 
Corporate
 
Responsibility
 
Committee
 
of
 
the
American-Hellenic Chamber
 
of Commerce and
 
the Greek Network
 
of the UN Global Compact.
Group’s implementation
 
of the EU Taxonomy
 
Regulation
The
 
EU Taxonomy
 
(Regulation
 
(EU) 2020/852
 
of the
 
European
 
Parliament
 
and of
 
the
 
Council) was
 
adopted in
2020 by the
 
European Parliament
 
and represents
 
an important step for
 
the EU to achieve
 
the Paris
 
Agreement
climate
 
neutrality
 
goals.
 
It
 
sets
 
out
 
the
 
criteria
 
to
 
establish
 
a
 
common
 
classification
 
system
 
for
 
sustainable
economic activities. The
 
EU Taxonomy
 
Regulation determines
 
whether
 
an economic activity
 
is environmentally
sustainable and obligates
 
financial and non-financial
 
entities subject to
 
the Non-Financial
 
Reporting Directive
(NFRD) to disclose the
 
alignment of their
 
activities. Separate
 
reporting requirements
 
and extensive criteria
 
are
established
 
for
 
financial
 
and
 
non-financial
 
undertakings
 
under
 
the
 
Art.8
 
Delegated
 
Act
 
of
 
EU
 
Taxonomy
Regulation.
The
 
key
 
indicator
 
of alignment
 
for
 
credit
 
institutions is
 
the
 
Green Asset
 
Ratio
 
(GAR), which
 
companies will
 
be
required
 
to
 
publish
 
starting
 
in
 
2024.
 
It
 
determines
 
the
 
extent
 
to
 
which
 
activities
 
comply
 
with
 
the
 
criteria
 
of
Taxonomy.
 
It
 
is
 
the
 
ratio
 
of
 
a
 
company's
 
taxonomy-aligned
 
assets
 
to
 
covered
 
assets
 
(total
 
assets
 
excluding
exposure to sovereigns,
 
central banks and the
 
trading portfolio).
For the
 
years 2021 and
 
2022, financial undertakings
 
subject to NFRD are
 
required to disclose
 
the proportion
 
of
taxonomy-eligible
 
and
 
taxonomy
 
non-eligible
 
activities
 
related
 
to
 
the
 
environmental
 
objectives
 
of
 
climate
change adaptation and
 
climate change mitigation.
 
The following
 
four additional
 
environmental objectives
 
are
expected to be adopted in 2023:
 
a)
Sustainable use and protection
 
of water and marine resources,
 
b)
Transition
 
to a circular economy,
 
c)
Pollution control
 
and prevention,
 
and
 
d)
Protection and restoration
 
of biodiversity and ecosystems.
The EU is also working on
 
a Social Taxonomy to classify economic activities that significantly contribute to
 
social
goals in the EU, as well
 
as an Extended Environmental
 
Taxonomy,
 
that will focus on
 
supporting environmentally
sustainable transitions
 
of different
 
categories
 
of economic
 
activities. However,
 
it is
 
more likely
 
that
 
these
 
new
taxonomies will not be prioritized
 
in the immediate
 
future.
Integration of Taxonomy
 
in the Group’s
 
business strategy,
 
operating model, products
 
and customers
The Group recognizes the significance
 
of the impact of its activities to
 
the society and the environment. It places
high
 
importance
 
on
 
the
 
effective
 
integration
 
of
 
sustainability
 
principles
 
and
 
ESG
 
aspects
 
throughout
 
the
activities of the organization,
 
the governance
 
model and related commitments.
 
Further information
 
about ESG
Governance and the
 
way that the Bank has integrated ESG and Climate risks in its operating
 
model is provided
in “ESG Governance”
 
in the section “Group’s
 
approach towards sustainable
 
development”. Moreover,
 
it is noted
that, as
 
part of regulatory
 
expectations, the
 
Bank has fully
 
integrated
 
climate related
 
and environmental
 
risks
through the
 
Three Lines of Defense,
 
embedding regulatory guidelines and market
 
practices. The
 
Group Climate
Risk Division (GCRD) is working towards the advancement of Program
 
Field, covering the implementation
 
of the
Climate Risk Roadmap, implementing the
 
Bank’s CR&E risk strategy and ensuring compliance
 
with existing and
upcoming sustainability-related regulations. In this context, within 2023, GCRD will monitor the implementation
of the Financed impact
 
strategy and definition of the
 
approach and data requirements
 
for portfolio
 
alignment.
 
The
 
Group strives
 
to invest in
 
sustainable development
 
with the
 
aim of improving
 
its impact on
 
environmental
sustainability, social
 
responsibility,
 
and corporate
 
governance.
 
The Bank
 
is gradually integrating
 
ESG practices
and aspects within its operations and services and will continue to do so as the ESG elements and requirements
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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evolve.
 
The
 
Bank’s
 
Sustainable
 
Investment
 
Framework
 
(SIF)
 
outlines
 
the
 
potential
 
sustainable
 
investment
approaches/strategies,
 
the
 
selection
 
of
 
eligible
 
investments
 
and
 
the
 
monitoring
 
frequency
 
of
 
the
 
sustainable
portfolio
 
(the
 
sustainable
 
portfolio
 
is
 
part
 
of
 
the
 
Bank’s
 
investment
 
portfolio).
 
The
 
Framework
 
specifies
 
the
respective
 
criteria
 
that
 
are utilized
 
in the
 
Bank’s banking
 
books investment
 
strategy,
 
along with
 
the
 
selection
process of eligible sustainable investments.
Committed to being transparent
 
about its ESG approach and to ensure
 
that the decision
 
-making is in line with
environmental
 
protection
 
and sustainability,
 
the
 
Group developed
 
its Sustainable
 
Finance Framework
 
(SFF) in
accordance with
 
internationally recognized
 
industry guidelines and
 
principles. Indicatively,
 
such guidelines are:
a) International Capital Market Association (ICMA) and Loan Market
 
Association (LMA) principles and b) The EU
Taxonomy
 
Climate Delegated Act.
Through its SFF, the Group classifies sustainable lending solutions
 
offered to its customers, specifying the applied
classification approach
 
and the activities defined as eligible to access sustainable financing (eligible green and
social
 
assets).
 
The
 
SFF
 
scope
 
encompasses
 
a
 
wide
 
range
 
of
 
sustainable
 
lending
 
products
 
covering
 
both
Wholesale
 
and Retail
 
banking
 
portfolios.
 
Moreover,
 
the
 
Bank has
 
established
 
and published
 
the
 
Green
 
Bond
Framework. The
 
framework was prepared in accordance with global best practices and standards and considers
EU
 
Taxonomy
 
eligibility
 
criteria
 
to
 
classify
 
potential
 
investments
 
as
 
green.
 
Furthermore,
 
the
 
Green
 
Bond
Framework
 
has undergone a Second Party
 
Opinion (process and a
 
positive letter has been issued).
 
The Group aims to further align the SFF with the EU Taxonomy requirements,
 
that will underpin the identification
of exposures aligned with the EU Taxonomy,
 
the calculation of Green Asset Ratio
 
(GAR) and supplementary key
performance
 
indicators.
 
GAR
 
constitutes
 
the
 
key
 
indicator
 
of
 
alignment
 
for
 
credit
 
Institutions
 
under
 
the
 
EU
Taxonomy
 
Regulation. The latter
 
will be disclosed with reference date of 31 December 2023 in line with the Pillar
III timeframe.
Aiming
 
to
 
integrate
 
the
 
SFF
 
into
 
its
 
core
 
operations,
 
the
 
Bank
 
has
 
developed
 
governance
 
structures
 
and
functions as
 
well as
 
a digital tool
 
(Sustainable Finance
 
Framework
 
assessment tool)
 
that facilitate
 
the day-to-
day implementation of the
 
SFF.
The
 
SFF assessment
 
tool automates
 
the process
 
of assessing the
 
financings against
 
the criteria
 
defined in
 
the
SFF and incorporates both the internal criteria defined by the Bank (and verified by an independent third party),
as
 
well
 
as
 
the
 
assessment
 
steps
 
and
 
criteria
 
defined
 
by
 
the
 
EU
 
Taxonomy
 
regulation.
 
Through
 
the
 
SFF
assessment
 
tool,
 
users
 
categorize
 
financing
 
to
 
the
 
applicable
 
eligible
 
activity
 
and
 
are
 
guided
 
through
 
the
assessment
 
steps
 
which
 
involve
 
substantiating
 
alignment
 
with
 
the
 
criteria
 
of
 
each
 
step,
 
including
 
Taxonomy
alignment
 
assessment
 
(Technical
 
Screening
 
Criteria,
 
Do
 
Not
 
Significant
 
Harm
 
criteria,
 
Minimum
 
Social
Safeguards).
Central element of the Bank’s ESG strategy
 
and the SFF is to support the net zero transition
 
of its clients. To this
end, the
 
Bank achieved
 
its 2022 goal,
 
with greater
 
than 20%
 
of its annual
 
gross new
 
corporate
 
disbursements
being
 
classified
 
as
 
Green/
 
Environmentally
 
sustainable.
 
Further
 
information
 
is
 
provided
 
in
 
“Financed
 
Impact
Strategy”
 
in the section “Group’s
 
approach towards
 
sustainable development".
Going forward, the Bank’s key
 
priorities include the development
 
of a strong and realistic roadmap towards net
zero transition and the
 
increasing client support towards climate transition and sustainable financing. The
 
Bank
also aims to disclose its
 
financed impact targets at portfolio and sectoral level and further
 
integrate climate risk
regulatory requirements
 
into its business strategy and
 
risk management framework.
Disclosures relating to Article 8 of the
 
Taxonomy
 
Regulation for
 
2022
The
 
Group, upon reviewing
 
its business activities,
 
to align Taxonomy
 
reporting with
 
its core activities,
 
provides
the
 
key
 
performance
 
indicators
 
(KPIs)
 
and
 
other
 
disclosure
 
requirements
 
related
 
to
 
its
 
dominant
 
financial
undertakings as laid down in Article 10 of the Art. 8 Delegated Act. For financial undertakings/groups,
 
according
to the abovementioned
 
article, the transitional
 
rules for the
 
period from 1 January 2022 until 31 December
 
2023
are limited to the reporting of the
 
extent to which their customers
 
and counterparties’ activities are
 
Taxonomy-
eligible as well as information
 
on assets that cannot
 
be assessed under the Taxonomy
 
Regulation.
 
The Group
 
as a financial institution is required to use clients' concrete
 
eligibility information
 
in order to disclose
their
 
own
 
taxonomy
 
eligible
 
ratio.
 
In the
 
case
 
of corporate
 
clients,
 
credit
 
institutions
 
are
 
only allowed
 
to use
actual
 
information
 
that
 
has
 
been
 
disclosed
 
by
 
clients
 
reporting
 
under
 
the
 
Non-Financial
 
Reporting
 
Directive
(NFRD).
 
Last
 
year,
 
such
 
reported
 
information
 
was
 
not
 
yet
 
available.
 
However,
 
NFRD
 
companies
 
have
 
now
published
 
their
 
eligibility
 
percentages
 
for
 
2021
 
based
 
on their
 
revenues,
 
capital
 
expenditure
 
and
 
operational
expenditure.
 
Companies
 
may
 
disclose
 
additional
 
information
 
on
 
a
 
voluntary
 
basis.
 
The
 
Group
 
has
 
opted
 
to
voluntarily disclose additional information under ‘EU Taxonomy voluntary disclosures’. Voluntary
 
reporting under
the Taxonomy
 
Regulation can
 
enable non-financial
 
and financial
 
entities to provide
 
more explanation
 
of their
activities.
The
 
preparation
 
of
 
mandatory
 
reporting
 
of
 
Taxonomy
 
eligibility
 
as
 
well
 
as
 
the
 
aforementioned
 
voluntary
disclosures
 
which are
 
presented below,
 
are based
 
on the
 
consolidation
 
for
 
the
 
Group,
 
in accordance
 
with the
supervisory
 
reporting
 
of
 
institutions
 
according
 
to
 
the
 
Commission
 
Implementing
 
Regulation
 
(EU)
 
2021/451
(FINREP).
 
 
 
 
 
 
 
 
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Specifically, data
 
of the Group’s
 
internal systems is used for reporting the
 
assets while Taxonomy
 
eligibility KPIs
of
 
NFRD
 
counterparties
 
are
 
collected
 
based
 
on
 
the
 
latest
 
published
 
annual
 
reports.
 
The
 
identification
 
of
companies subject to
 
NFRD and companies
 
not subject
 
to NFRD has
 
been carried
 
based on internal
 
customer
segmentation data
 
used for FINREP purposes.
 
Lastly,
 
it
 
is
 
noted
 
that
 
the
 
Complementary
 
Delegated
 
Act,
 
which
 
entails
 
economic
 
activities
 
related
 
to
 
the
nuclear
 
and
 
gas
 
industries,
 
was
 
adopted
 
by
 
the
 
European
 
Commission
 
in
 
2022
 
and
 
entered
 
into
 
force
 
on
 
1
January 2023.
 
Consequently,
 
the
 
Group's
 
assessment
 
of the
 
eligibility of
 
assets for
 
the
 
financial year
 
2022 is
based on the
 
latest available eligibility KPIs
 
and these
 
KPIs do not include
 
activities under the
 
Complementary
Delegated Act mentioned
 
above.
The data as of 31 December
 
2022 have been prepared based
 
on a best effort basis to adhere
 
to the applicable
regulations and will evolve
 
in the future
 
as further
 
information becomes
 
available from counterparties
 
and new
regulatory
 
developments.
 
During
 
2022,
 
the
 
Group
 
continued
 
its
 
work
 
on
 
implementing
 
the
 
EU
 
taxonomy
requirements
 
and
 
further
 
enhancing
 
its
 
reporting
 
methodology.
 
Information
 
about
 
the
 
Group’s
 
processes
 
to
ensure
 
data
 
quality
 
is
 
provided
 
in
 
“ESG
 
data
 
quality”
 
in
 
the
 
section
 
“Group’s
 
approach
 
towards
 
sustainable
development".
The reported
 
KPIs are included in the table below:
 
31 December 2022
Assets
Amount
(in €
million)
% of total
assets
²
1.
 
Taxonomy
 
-eligible assets
¹
11,937
14.36%
2. Taxonomy
 
non-eligible assets
62,138
74.76%
 
of which corporate exposures to non-NFRD counterparties
30,719
36.96%
 
of which derivatives, hedge accounting
1,022
1.23%
 
of which on-demand interbank loans
30
0.04%
3.
 
Assets to central governments,
 
central banks, supranational
 
issuers
8,912
10.72%
4.
 
Trading
 
portfolio
134
0.16%
Total
 
assets (1+2+3+4)
²
83,121
100%
Impairment for debt
 
instruments at amortized cost and other
adjustments according to EU Taxonomy
 
methodology
(1,661)
Total
 
assets according to the
 
Consolidated balance sheet
 
as at
31/12/2022
81,460
(1)
 
The Taxonomy
 
-eligible assets
 
of the Group using
 
only the Turnover KPI of
 
the non-financial counterparties
 
subject to
 
NFRD amount
to €11,637m,
 
that is
 
the 14%
 
of the
 
total assets and
 
the Taxonomy
 
non-eligible assets amount to
 
€62,437m, that
 
is the
 
75% of the
total assets.
(2)
 
The
 
total assets
 
in the
 
KPIs above
 
are presented
 
at
 
their
 
gross
 
amounts (except
 
for
 
collateral
 
obtained
 
by taking
 
possession
included
 
in
 
Taxonomy
 
eligible
 
and
 
non-eligible
 
assets,
 
which
 
is
 
presented
 
in
 
carrying
 
amount),
 
according
 
to
 
EU
 
Taxonomy
methodology.
Clarification of Taxonomy
 
-related KPIs
The Taxonomy
 
-eligible assets presented in the table above include the reported
 
eligibility for exposures to non-
financial companies subject to NFRD based on
 
the average
 
of the Turnover
 
and capital expenditure (CapEx) KPI
published by
 
the counterparties,
 
while the
 
percentage
 
based on
 
their
 
turnover
 
is included
 
in the
 
footnote.
 
The
Taxonomy
 
KPI
 
operating
 
expenses
 
(OpEx) is
 
not
 
used
 
for
 
assessing
 
taxonomy-eligible
 
activities.
 
For
 
financial
undertakings subject
 
to NFRD, the
 
Group’s
 
exposures have
 
been weighted
 
to the
 
counterparty’s proportion
 
of
Taxonomy
 
-eligible
 
assets.
 
Furthermore,
 
no
 
distinction
 
between
 
general
 
purpose
 
loans
 
and
 
specific
 
purpose
loans is made.
In order
 
to determine
 
which companies
 
are subject
 
to the
 
NFRD and
 
calculate
 
the taxonomy
 
eligible KPIs,
 
an
assessment
 
is
 
carried
 
out in
 
order
 
to determine
 
that
 
all of
 
the
 
following
 
criteria
 
are
 
met:
 
a) if
 
the
 
country
 
of
incorporation of the
 
counterparty is in the EU, and b) whether
 
the enterprise is either
 
a listed company, a credit
institution, or
 
an insurance
 
company,
 
and c)
 
whether
 
the entity’s
 
net revenue
 
exceeds €40m
 
or its
 
total assets
exceed €20m
 
and d)
 
the counterparty
 
has over
 
500 employees.
 
Financial and
 
non-financial undertakings
 
that
do not meet the
 
aforementioned
 
requirements are
 
identified as non-NFRD.
 
Undertakings that are not required
 
to report under the EU Taxonomy
 
regulation (non-NFRD) are not included in
the calculation of eligible assets since
 
estimations in mandatory reporting are not
 
allowed. Therefore,
 
assets on
the Group’s
 
balance sheet to non-NFRD undertak
 
ings are not assessed for
 
taxonomy eligibility.
In accordance with the
 
instructions set out in Annex V of Delegated Regulation,
 
the exposures to be included in
the
 
numerator
 
encompass
 
banking
 
book
 
exposures
 
in
 
gross
 
carrying
 
amounts
 
in
 
respect
 
of
 
NFRD-relevant
counterparties and households. Regarding household exposures, ownership of immovable property and vehicles
 
 
 
 
 
 
 
 
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is considered
 
as a
 
Taxonomy
 
-eligible economic
 
activity.
 
For
 
this reason,
 
loans to
 
households
 
collateralized
 
by
residential
 
immovable
 
property,
 
vehicle
 
loans
 
and
 
repossessed
 
real
 
estate
 
collaterals
 
are
 
assessed
 
as
Taxonomy
 
-eligible, whereas any other type of household exposures are currently not considered to
 
be taxonomy
eligible.
 
Assets
 
of
 
non-NFRD
 
counterparties,
 
derivatives,
 
hedge
 
accounting
 
and
 
on-demand
 
interbank
 
loans
 
are
 
not
included in the calculation of Taxonomy-eligible assets and presented separately in the share of Taxonomy
 
non-
eligible assets. The mandatory
 
metrics are based on the
 
denominator total assets.
EU Taxonomy
 
voluntary disclosures
Along
 
with
 
mandatory
 
disclosures,
 
the
 
Group
 
implemented
 
increased
 
information
 
with
 
a
 
breakdown
 
of
Taxonomy eligible and non-eligible assets on a
 
voluntary basis. The purpose is to enhance transparency, provide
additional information
 
of the metrics and present
 
the eligibility proportion
 
of its assets.
 
31 December 2022
Assets
Amount
(in €
million)
% of total
covered
assets
¹
% of total
assets
¹
1. Taxonomy
 
-eligible assets
²
11,937
16.11%
14.36%
 
of which exposures to households
10,545
14.24%
12.69%
 
of which corporate exposures to undertakings under the NFRD
827
1.12%
0.99%
 
of which collateral obtained by taking possession: residential and
commercial immovable properties
565
0.76%
0.68%
2. Taxonomy
 
non-eligible assets
62,138
83.89%
74.76%
 
of which exposures to households
3,100
4.18%
3.73%
 
of which corporate exposures to undertakings under the NFRD
3,963
5.35%
4.77%
 
of which exposures to regional governments or local authorities
25
0.03%
0.03%
 
of which corporate exposures to non-NFRD counterparties
30,719
41.47%
36.96%
 
of which derivatives and hedge accounting
1,022
1.38%
1.23%
 
of which on-demand interbank loans
30
0.04%
0.04%
 
of which other assets
23,279
31.43%
28.01%
Total
 
covered assets
¹
74,075
100%
89.12%
3. Assets to central
 
governments,
 
central banks, supranational
issuers
8,912
10.72%
4. Trading
 
portfolio
134
0.16%
Total
 
assets
¹
83,121
100%
Impairment for debt
 
instruments at amortized cost and other
adjustments according to EU Taxonomy
 
methodology
 
(1,661)
Total
 
assets according to the
 
Consolidated balance sheet
 
as
at 31/12/2022
81,460
(1)
The total assets and total covered assets in the KPIs above are presented at their gross amounts (except from collateral obtained
by taking possession, which is presented in carrying amount), according to EU Taxonomy
 
methodology.
(2)
In terms of eligible
 
assets, a breakdown of the Group’s activities shows
 
that 12.69% stem from lending
 
to households (vehicle loans
and lending
 
with collateral
 
in real
 
estate which
 
are Taxonomy
 
-eligible in
 
their
 
entirety), while
 
lending to
 
undertakings subject
 
to
NFRD represents 0.99%
 
and repossessed collaterals
 
represent 0.68%.
The voluntary
 
metrics are
 
based both
 
on the denominator
 
total assets and total
 
covered
 
assets. Total
 
covered
assets amount to
 
€74,075m, excluding exposures to
 
sovereigns and the trading portfolio. The share of taxonomy-
eligible assets to total assets is 14.36% while the share
 
of taxonomy-eligible assets to total covered
 
assets rises
to 16.11%
 
.
Protection of environment
 
The
 
Group is
 
committed to
 
minimizing its
 
environmental
 
footprint
 
and to
 
promoting
 
a green
 
economy.
 
In this
context,
 
the
 
Bank
 
implements
 
an
 
Environmental
 
Policy,
 
an
 
Energy
 
Management
 
Policy
 
and
 
a
 
Water
Management Policy,
 
towards the protection
 
of the environment in all aspects of its operations.
 
In the context of
implementing these policies, the Group applies certified management systems, in accordance with International
Standards,
 
such
 
as
 
a
 
Quality
 
Management
 
System
 
(ISO
 
9001),
 
an
 
Environmental
 
Management
 
System
 
(ISO
14001,
 
EMAS)
 
and
 
an
 
Energy
 
Management
 
System
 
(ISO
 
50001).
 
Furthermore,
 
the
 
Bank,
 
has
 
established
sustainability
 
practices
 
in
 
procurement,
 
in
 
order
 
to
 
select,
 
where
 
possible,
 
environmentally
 
and
 
socially
responsible goods
 
and suppliers.
 
The
 
implementation
 
of these
 
management systems
 
is supported
 
by relevant
e-learning training programs.
 
Additionally, for
 
the integration
 
of the Environmental
 
and Social (E&S) issues into
its
 
business
 
model,
 
the
 
Group
 
implements
 
an
 
Environmental
 
&
 
Social
 
Management
 
System
 
(ESMS)
 
in
accordance, among others,
 
with the requirements
 
and expectations of institutional investors,
 
shareholders and
other
 
stakeholders.
 
The
 
environmental
 
performance,
 
with
 
respect
 
to
 
the
 
improvement
 
of
 
the
 
operational
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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environmental
 
footprint,
 
is
 
monitored
 
through
 
specific
 
environmental
 
indicators
 
in
 
order
 
to
 
identify
 
any
deviations and take
 
corrective
 
actions and is included in the
 
Annual Report – Business & Sustainability and
 
the
Environmental
 
Report
 
(as
 
per
 
EMAS
 
Regulation).
 
Both
 
reports
 
are
 
assured
 
by
 
independent
 
parties
 
and
 
are
available
 
on
 
the
 
Group’s
 
and
 
the
 
Bank’s
 
websites
 
(www.eurobankholdings.g
 
r
 
and
 
www.eurobank.gr
respectively).
 
Environmental
 
performance
 
data
 
are
 
monitored
 
at
 
Group
 
level
 
(specifically
 
for
 
energy,
 
water
 
and
 
waste).
However,
 
the
 
related
 
Management
 
Systems
 
(ISO
 
14001/EMAS,
 
ISO
 
50001
 
and
 
ISO
 
14064)
 
and
 
corresponding
certification
 
scopes apply only at Bank level and therefore
 
environmental performance
 
is assured and reported
only
 
at
 
Bank
 
level.
 
In
 
this
 
context,
 
the
 
Bank
 
has
 
implemented
 
an
 
integrated
 
action
 
plan
 
to
 
reduce
 
paper
consumption and fully digitize its operations.
 
As a result of these efforts
 
in 2022, the paper supply amounted to
129.9
 
tons and
 
represented
 
a reduction
 
of 37.94%
 
compared
 
to 2021
 
(set target
 
for
 
2022: 196
 
tons). Also,
 
the
corresponding
 
consumption
 
per
 
employee
 
decreased
 
by
 
36.23%
 
to
 
20.82
 
Kg/employee
 
for
 
2022
 
from
 
32.65
Kg/employee
 
in 2021. In
 
addition, the
 
increase in the
 
use of the
 
e-statement service
 
was significant in
 
2022, as
more than 222,000 additional e-Banking users
 
chose e-statements, resulting in the additional savings
 
of 501,000
physical
 
statements.
 
The
 
Bank’s
 
financial
 
savings
 
from
 
the
 
discontinuation
 
of
 
physical
 
statements
 
are
 
also
substantial,
 
amounting
 
to
 
€30m
 
since
 
the
 
service
 
became
 
available.
 
The
 
Bank
 
has
 
established
 
a
 
Water
Management Policy with
 
the aim of responsibly managing the
 
use of water resources
 
and efforts
 
for savings. In
2022, the water consumption
 
amounted to 54,460m
3
, which represents a decrease of 12.62% compared
 
to 2021
(62,322 m
3
).
The Group
 
is actively involved
 
in a series of International and European
 
initiatives for
 
environmental protection
and Sustainable Development, such as
 
the EU Eco-Management and
 
Audit Scheme (EMAS) and
 
the Mastercard’s
Priceless
 
Planet Coalition
 
global
 
initiative.
 
2022 was
 
a year
 
of significant
 
distinctions for
 
the
 
Bank in
 
terms of
Energy
 
Management
 
with
 
a
 
Gold
 
Award
 
at
 
the
 
“Facility
 
Management
 
Awards”
 
and
 
a
 
Silver
 
Award
 
at
 
the
“Environmental Awards”,
 
while at the “Hellenic Responsible
 
Business Awards”
 
and in the “Green Buildings / Built
Environment” category
 
it was granted with the
 
Gold Award.
Energy and Emissions Management
The
 
importance
 
of
 
Climate
 
Change
 
makes
 
energy
 
consumption
 
monitoring
 
one
 
of
 
the
 
most
 
important
environmental
 
priorities
 
of
 
the
 
Bank.
 
The
 
Bank
 
implements
 
a
 
certified
 
Energy
 
Management
 
System
 
(EMS)
 
in
accordance with the
 
ISO 50001 standard, with the purpose of responsible
 
energy management in all the
 
Bank’s
facilities (it concerns all the Bank’s Administration
 
Buildings / Branches and covers 100% of its operations), which
aims to
 
minimize energy
 
cost, the
 
environmental
 
impact
 
of harmful
 
greenhouse
 
gas emissions,
 
as well
 
as the
depletion
 
of
 
fossil
 
fuels.
 
In
 
accordance
 
with
 
the
 
applicable
 
legislative
 
requirements
 
(Greek
 
Climate
 
Law
4936/2022) and
 
international
 
best
 
practices,
 
the
 
Bank was
 
certified
 
according
 
to the
 
International
 
Standard
ISO 14064 for
 
the quantification
 
and reporting of
 
greenhouse gas emissions
 
(Category 1-7), with
 
the aim of
 
the
reduction
 
of
 
greenhouse
 
gas
 
emissions
 
and
 
its
 
environmental
 
footprint.
 
The
 
Bank
 
also
 
maintains
 
the
corresponding
 
matching
 
in
 
line
 
with
 
the
 
methodology
 
of
 
the
 
“GHG
 
Protocol
 
Corporate
 
Accounting
 
and
Reporting Standard” (Scope 1, 2 & 3).
 
Direct
 
Green
 
House Gases
 
(GHG) Emissions
 
(Scope 1)
 
result
 
from
 
the
 
Bank’s consumption
 
of natural
 
gas
 
and
heating oil to heat
 
buildings and the
 
use of fuel for
 
the Bank’s own
 
vehicles for
 
transportation within
 
the Attica
region. It also includes the data on fluorinated gases (F-gases) released by the air conditioning installations and
automatic
 
fire
 
extinguishing
 
systems
 
of
 
the
 
Bank
 
(fugitive
 
emissions).
 
Also,
 
in
 
2022,
 
the
 
greenhouse
 
gas
emissions from the
 
use of leased company cars by the
 
Bank’s employees were
 
included.
Regarding
 
electric energy
 
use (indirect
 
emissions -
 
Scope
 
2), the
 
Bank calculates
 
its emissions
 
using both
 
the
location-based
 
and market-based
 
methods, using
 
national annual CO
2
 
emission conversion
 
factors. The
 
Bank,
demonstrating
 
a
 
long-term
 
commitment
 
to
 
environmental
 
and
 
energy
 
management,
 
displayed
 
remarkable
reflexes, during the current unprecedented
 
energy crisis. Specifically, in September 2022, it announced a specific
set of measures
 
to further
 
save energy
 
with large-scale
 
actions, but also initiatives
 
concerning the
 
daily energy
behaviour of employees.
In this
 
context, in 2022
 
the total
 
electricity consumption
 
was at
 
38,314 ΜWh decreased
 
by 7.44%
 
compared to
2021, while the indirect
 
greenhouse gas emissions
 
(scope 2) in
 
carbon equivalents was
 
at 12,824
 
tCO
2
e decreased
by
 
20.69%,
 
compared
 
to 2021
 
(16,169
 
tCO
2
e).
 
Furthermore,
 
in 2022,
 
the
 
total
 
energy
 
consumption
 
(all
 
energy
sources) was decreased by
 
7.4%
 
compared to 2021 and respectively
 
the total greenhouse
 
gas emissions (Scope
1 & 2)
 
were decreased by 14.1%. This performance
 
exceeded the environmental management targets set for 2022
of 4% reduction in electricity and
 
indirect greenhouse gas emissions (scope 2) compared to
 
2021. The Bank, since
the
 
beginning
 
of
 
the
 
Energy
 
Management
 
System
 
implementation
 
in
 
2014,
 
has
 
reduced
 
electricity
 
and
greenhouse gas emissions by
 
42.4% and 73.2% respectively.
 
The Bank is
 
further
 
intensifying the effort
 
to reduce
electricity consumption with the
 
aim of further 10% saving,
 
cumulative for
 
the years 2022 – 2023.
 
For 2022, 97.90%
 
of total electricity
 
consumed was sourced by
 
Renewable Energy Sources (RES), certified through
“Guarantees
 
of
 
Origin”,
 
while the
 
same
 
process
 
will continue
 
for
 
2023.
 
Compared
 
to 2021,
 
this
 
indicator
 
was
improved
 
by
 
0.5%.
 
The
 
Bank
 
monitors
 
the
 
energy
 
intensity
 
ratio,
 
which
 
expresses
 
the
 
absolute
 
energy
consumption
 
of
 
the
 
Bank
 
for
 
all
 
its
 
operational
 
revenue
 
and
 
at
 
the
 
same
 
time,
 
assists
 
energy
 
performance
monitoring in relation
 
to its scale of activities.
 
In 2022, the energy
 
intensity ratio
 
was at 15.26ΜWh/€m reduced
by
 
48.62%
 
compared
 
to 2021
 
(29.71
 
ΜWh/€m). Accordingly,
 
the
 
carbon
 
intensity index
 
(GHG, scope
 
1 &
 
2) for
2022 is of value 5.66tCO
2
e/m€ and displays a decrease of 49.75%
 
compared to 2021 (11.26 tCO
2
e/m€).
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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Regarding scope 3 emissions, the Bank is currently finalizing calculations related to financed emissions, business
travel,
 
employees’ commuting
 
and waste generated.
 
The respective
 
scope 3 figures will be
 
disclosed as part
 
of
the
 
Annual
 
Report
 
2022
 
-
 
Business
 
&
 
Sustainability.
 
Moreover,
 
enhanced
 
disclosures
 
regarding
 
financed
emissions (i.e. emissions intensity and emissions
 
per sector) will be disclosed in the Bank’s Climate
 
Report 2022.
Finally, the Bank has certified 18 buildings with the green building certification
 
methods of “Leadership in Energy
and Environmental
 
Design -
 
LEED” and
 
“Building Research
 
Establishment Environmental
 
Assessment Metho
 
d
 
BREEAM”,
 
thus
 
demonstrating
 
the
 
Bank’s
 
excellent
 
working
 
environment.
 
Within
 
2022,
 
the
 
N.
 
Ionia
 
building
complex was
 
also certified,
 
where
 
the
 
Data
 
Center building
 
received
 
LEED Gold
 
certification,
 
while the
 
rest of
the building complex LEED Silver.
Supply Chain
The
 
Bank has established
 
and implements a
 
Procurement
 
Policy which
 
defines the
 
general
 
principles and rules
governing the procurement of goods and services. Through its implementation, the transparency, objectivity and
integrity of the execution
 
of procurement
 
are ensured, while at
 
the same time,
 
compliance of suppliers with
 
the
applicable
 
local,
 
national
 
and
 
international
 
legislative
 
and
 
regulatory
 
requirements
 
is
 
secured
 
through
appropriate
 
mechanisms, as
 
a condition
 
of starting
 
and maintaining
 
a professional
 
relationship
 
with them.
 
In
addition, the establishment of an Outsourcing Policy ensures the efficient monitoring of third party relationships
under their associated
 
risks.
 
The
 
Bank operates
 
with a centralized
 
and upgraded
 
model for
 
the administration
 
of procurement
 
requests for
goods and
 
services and the management of
 
contracts which facilitates approval flows, while achieving
 
efficiency
in the
 
execution of
 
purchases based
 
on the
 
principle of
 
the final
 
lowest
 
bidder,
 
as well
 
as in
 
the finalization
 
of
new
 
assignments
 
or
 
renewals
 
and
 
contracts.
 
In
 
addition,
 
aiming
 
at
 
the
 
minimization
 
of
 
its
 
environmental
footprint and efficiency, the Bank uses an electronic invoicing system, in
 
cooperation with specific suppliers while
at the same time,
 
for the supply of some
 
types of goods and services, e-auctions
 
are held.
Group Procurement Sector evaluates
 
the Bank’s suppliers based on qualitative and quantitative criteria, aiming
at the
 
assessment of risks
 
such as for
 
the quality
 
of services, financial
 
status/business continuity of
 
the supplier
and its legal/regulatory compliance. Specifically,
 
on an annual basis it measures and weighs all the key financial
data from
 
the
 
balance
 
sheets of
 
the
 
suppliers, while
 
complementing
 
the
 
evaluation
 
with qualitative
 
data, like
ISO certifications,
 
through
 
specific targeted
 
questionnaires
 
to qualified
 
evaluators from
 
various business
 
units
of the Bank together
 
with Group Procurement
 
evaluators. In the end, a weighted
 
objective score is obtained for
each supplier that reveals
 
the continuation of the cooperation
 
between the Bank and the supplier.
 
Furthermore,
for
 
reasons
 
of
 
transparency
 
and
 
safeguarding
 
the
 
Group's
 
interests,
 
the
 
Bank
 
adheres
 
to
 
the
 
Due
 
Diligence
procedure
 
for the
 
integration
 
of a new
 
supplier into the
 
Bank. Based on the
 
above
 
procedure,
 
the new
 
entrant
supplier is required, among other
 
prerequisites, to provide
 
published financial statements and
 
all the necessary
financial data over
 
a period of three
 
years, information
 
on the legal
 
form of the
 
company, its beneficial
 
owners
and legal representatives,
 
as well as regulatory certifications
 
it holds.
On an annual basis,
 
the Bank
 
carries
 
out an assessment
 
for IT
 
suppliers, consulting,
 
technical and
 
construction
services, as well as
 
for other goods and services, maintaining for
 
quality reasons, specific indicators that measure
the
 
degree
 
of dependence
 
of suppliers
 
and the
 
Bank on
 
the
 
relationship
 
between
 
them
 
in terms
 
of the
 
total
turnover
 
of
 
each
 
party.
 
In
 
addition,
 
the
 
Procurement
 
Committee
 
that
 
has
 
been
 
established,
 
ensures
 
the
observance
 
and safeguarding
 
of the
 
procedures
 
in line
 
with
 
the
 
Bank’ procurement
 
policy,
 
both
 
in relation
 
to
the necessity of the
 
procurement and for
 
the containment of operating
 
costs, together
 
with the approval
 
of the
tender results presented. In addition, in the context
 
of implementing Sustainable Procurement, ESG criteria have
been
 
established
 
for
 
the
 
tendering
 
processes
 
of
 
non-IT
 
goods,
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
a
 
the
tendering procedure
 
.
 
Factors related
 
to the
 
impact of
 
a product/
 
service/ project
 
on Environment
 
and Society,
as well as Governance issues of the company/supplier,
 
are taken into consideration.
 
As such, contribution to the
protection of environment,
 
green development
 
and local society are considered
 
to have a positive effect.
Furthermore,
 
regarding
 
governance
 
factors,
 
certifications
 
are
 
requested
 
from
 
suppliers
 
(e.g.
 
ISO
 
9001,
 
14001,
50001),
 
if
 
any,
 
as
 
well
 
as
 
disclosures
 
in
 
relation
 
to
 
their
 
operational
 
footprint,
 
ESG
 
Ratings
 
results
 
and
Sustainability
 
Report.
 
In
 
alignment
 
with
 
the
 
applied
 
procedure,
 
these
 
criteria
 
are
 
embedded
 
in
 
a
 
specified
section on
 
tenders’
 
Requests of
 
Proposals (RFP)/
 
Requests of
 
Quotation
 
(RFQ), and
 
are considered
 
during the
technical evaluation conducted.
 
The overall
 
objective is to select, where
 
possible, environmentally and socially
 
responsible goods from suppliers
that
 
are
 
aligned
 
with
 
those
 
principles.
 
Procurement
 
processes
 
are
 
part
 
of
 
the
 
Bank’s
 
certified
 
Management
Systems in
 
accordance
 
with the
 
international
 
standards
 
ISO 9001,
 
ISO 14001
 
and ISO
 
50001. The
 
Bank mainly
works with suppliers who operate
 
and are registered or have an office in Greece,
 
promoting and supporting the
local economy.
Employee Engagement
Group’s
 
employees
 
constitute
 
its
 
greatest
 
asset
 
as
 
far
 
as
 
development
 
and
 
sustainability
 
are
 
concerned.
Starting
 
from
 
its
 
recruitment
 
process,
 
the
 
Group
 
aims
 
to
 
establish
 
a
 
long-term
 
and
 
mutually
 
beneficial
relationship
 
with
 
every
 
employee.
 
As
 
of
 
31
 
December
 
2022,
 
the
 
Group
 
employed
 
11,328
 
(Dec.2021:
 
11,935)
employees of which 5,060
 
(Dec.2021: 5,275) abroad.
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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To
 
ensure
 
equal
 
and
 
fair
 
opportunities
 
to
 
all
 
employees,
 
the
 
Group
 
follows
 
several
 
guidelines
 
surrounding
Compensation &
 
Benefits, Recruitment,
 
People & Talent
 
Development,
 
Performance
 
Management,
Kniship and
Health & Safety,
 
Learning, Engagement & Communication.
 
In 2022, the Bank launched
 
three new policies
 
on C-
Level
 
Succession
 
Planning,
 
Diversity,
 
Equity
 
&
 
Inclusion
 
and
 
Workplace
 
anti-Violence
 
&anti-Harassment.
 
The
Group respects
 
human rights, equal opportunities
 
and diversity
 
vis à vis clients, suppliers
 
and employees,
 
while
the
 
Group’s
 
objective
 
is
 
to
 
recruit
 
and
 
retain
 
its
 
employees
 
regardless
 
of
 
race,
 
religion,
 
age,
 
gender,
 
sexual
orientation
 
or
 
disability.
 
The
 
Group
 
strives
 
to
 
ensure
 
that
 
its
 
workforce
 
reflects
 
the
 
communities
 
in
 
which
 
it
operates
 
and
 
the
 
international
 
profile
 
of
 
the
 
organization.
 
The
 
Group
 
recognizes
 
that
 
diversity
 
is
 
a
 
key
component
 
of
 
a
 
responsible
 
business
 
strategy
 
in
 
support
 
of
 
its
 
international
 
operations.
 
Related
 
matters
mentioned above
 
are also addressed in the
 
2020 Code of Conduct & Ethics for the
 
Group.
 
The Group
 
is constantly revising its compensation and benefits
 
policies, taking into account market trends, and
aiming to
 
create
 
a competitive
 
offering
 
that
 
will attract,
 
engage and
 
retain its
 
employees,
 
while at
 
the
 
same
time complies to all regulatory and legal requirements. As a result, the basic principles of the compensation and
benefits framework
 
which ensure
 
alignment between
 
individual objectives
 
and the
 
Group’s
 
business strategy,
as well as the long-term
 
value creation for
 
the shareholders,
 
are the following:
a)
Ensure gender-neutral
 
compensation policies.
b)
Safeguard that total reward is sufficient for retaining and attracting executives
 
with high skill and expertise.
c)
Ensure internal equity between
 
Business Units.
d)
Avoid taking excessive
 
risks, including direct and indirect sustainability risk.
e)
Link compensation with long-term
 
performance.
Furthermore,
 
the
 
Bank has
 
set up
 
the
 
Eurobank
 
Group's
 
Occupational
 
Pension
 
Fund, seeking
 
to provide
 
long-
term
 
support
 
to
 
all
 
its
 
employees,
 
while
 
committing
 
to
 
strong
 
ESG
 
standards.
 
The
 
establishment
 
of
 
the
Occupational
 
Pension
 
Fund
 
(OPF),
 
acting
 
as
 
an
 
additional
 
pillar
 
of
 
a
 
modern
 
Retirement
 
Scheme,
 
allows
 
all
Eurobank
 
Group
 
employees
 
to participate
 
on a
 
voluntary
 
basis.
 
Following
 
a
 
written
 
agreement
 
between
 
the
employees and the employer,
 
the OPF is set up as a Private Legal Entity
 
to work in tandem and complement the
mandatory Public Pension System.
Internal Job Market (IJM)/ Internal
 
Mobility
The
 
Bank
 
focuses
 
on
 
deploying
 
its
 
existing
 
workforce
 
to
 
meet
 
internal
 
staffing
 
needs,
 
according
 
to
 
their
qualifications.
 
In
 
this
 
context,
 
the
 
Bank
 
actively
 
promotes
 
equal
 
opportunities
 
for
 
all
 
employees
 
to
 
fully
participate
 
in IJM,
 
regardless
 
of role,
 
level
 
and
general
 
division.
 
In 2022,
 
66 Job
 
openings were
 
published
 
in
Internal Job Market, 353 internal
 
candidates applied and 40% of job vacancies
 
in Greece were
 
filled internally.
Learning
Building
 
and
 
strengthening
 
professional
 
expertise
 
with
 
updated
 
skills
 
and
 
capabilities,
 
as
 
well
 
as
 
providing
modern learning
 
curriculums
 
and methodologies
 
constitute a
 
major priority
 
for the
 
transformation
 
strategy
 
of
the
 
Group.
 
The
 
Group’s
 
leading Learning
 
Management
 
System offers
 
enhanced
 
self-service
 
capabilities
 
to all
employees that
 
boost learner engagement,
 
while redefining and upgrading the
 
knowledge and skills needed in
the
 
workplace
 
(reskilling
 
&
 
upskilling).
 
The
 
size
 
of
 
investment
 
in
 
learning
 
for
 
2022
 
is
 
reflected
 
briefly
 
in
 
the
following indicators:
a)
The total
 
number of learning participations reached
 
369,027,
 
on Group level,
b)
The total
 
number of training hours exceeded
 
790,000 (530,000 hours for
 
employees working in Greece)
 
,
c)
Over
 
97%
 
of
 
the
 
learning
 
activity
 
regarding
 
employees
 
working
 
in
 
Greece
 
takes
 
place
 
online
 
or
 
through
virtual classrooms.
Upskilling,
 
capitalizing
 
on technology
 
and
 
learning certifications
 
constitute
 
the
 
axes of
 
the
 
strategic
 
learning
framework
 
of the Group.
 
More specifically:
a)
LinkedIn Learning Solutions: The
 
strategic partnership with
 
LinkedIn Learning allows all Group employees
 
in
Greece
 
to access
 
the platform’s
 
online learning
 
courses and
 
highlights the
 
Group’s
 
actual commitment
 
to
addressing current
 
needs of
 
the
 
current
 
era
 
and helping
 
its people
 
further
 
develop
 
their
 
skills. In
 
addition,
The
 
Group has
 
extended its
 
partnerships
 
with other
 
internationally
 
recognized
 
learning platforms
 
such as
Interskill,
 
Skillsoft,
 
Microsoft
 
LxPand
 
and
 
Pluralsight,
 
offering
 
thousands
 
of
 
courses
 
on
 
cutting-edge
technologies.
b)
Digital Accelerator:
 
In 2021-2022
 
the
 
Group
 
implemented
 
an innovative
 
program,
 
in accordance
 
with the
European
 
Digital
 
Competence
 
Framework,
 
(DigComp)
aiming
 
to
 
upgrade
 
the
 
digital
 
skills
 
of
 
all
 
its
employees.
c)
Leadership
 
skills: The
 
Group’s
 
Top
 
Management
 
and the
 
Heads of
 
the
 
Group’s
 
subsidiaries get
 
the
 
latest
information from
 
the world of business while, through
 
a series of monthly executive master classes, they
 
get
the
 
opportunity
 
to
 
connect
 
and
 
communicate
 
online
 
about
 
the
 
latest
 
trends
 
in
 
strategic
 
leadership
transformation.
 
Moreover,
 
the
 
“Remote
 
Work
 
Bootcamp”,
 
a
 
blended
 
learning
 
experience
 
to
 
support
Managers of the Organization
 
in the new “phygital”
 
era was launched.
d)
Anti-
 
money
 
laundering
 
(AML)
 
Virtual
 
Workshops:
 
in
 
collaboration
 
with
 
ICA
 
(Internal
 
Compliance
Association),
 
highly
 
practical
 
and
 
interactive
 
workshops,
 
addressing
 
more
 
than
 
1,200 managers
 
in Retail,
Corporate and Private
 
Banking Networks, as well as all AML related
 
central units.
e)
“PROSPER –
 
Class of
 
2022”:
 
a customized
 
talent development
 
program
 
aiming to
 
equip our
 
talent pools
with future
 
-proof leadership
 
skills and state
 
of the
 
art knowledge
 
and experiences
 
in numerous
 
fields such
as ESG, Innovation and Strategy.
f)
ESG Thinking:
 
a 3-module digital
 
learning program
 
with the
 
aim to increase
 
awareness on
 
all ESG related
matters, as well as familiarize
 
all employees on the
 
Group’s strategic
 
priorities around the
 
ESG agenda.
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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g)
Role-specific
 
certification
 
of
 
knowledge
 
and
 
skills:
 
The
 
Group
 
supports
 
its
 
employees
 
acquire
 
all
 
the
professional and regulatory
 
certifications required
 
by their role within the
 
organization, offering
 
web-based
courses and virtual classes to help them
 
prepare for
 
their certification
 
exams.
To
 
fully
 
meet
 
employees’
 
and
 
the
 
Group’s
 
learning
 
needs,
 
the
 
Group
 
implements
 
policies
 
and
 
procedures
certified
 
according
 
to
 
the
 
ISO
 
9001
 
standard.
 
At
 
the
 
same
 
time
 
and
 
since
 
2015
 
the
 
Bank
 
holds,
 
the
 
ACCA
Approved
 
Employer
 
(Professional
 
Development
 
Stream)
 
distinction,
 
documenting
 
the
 
high learning
 
standards
provided to its employees. Aimed at empowering
 
employees on more demanding roles
 
and enhance leadership
capabilities,
 
the
 
Group
 
Human
 
Resources
 
Division
 
designs
 
and
 
implements
 
specialized
 
programs,
 
such
 
as
Development
 
&
 
Succession
 
planning,
 
Talent
 
Development
 
&
 
Management,
 
Career
 
Development
 
&
 
Planning,
Knowledge & Experience Sharing
 
(mentoring & reverse
 
mentoring).
Talent
 
Management Programme
In 2022 the
 
Bank continued
 
the implementation
 
of the
 
bank-wide Talent
 
Management Programme,
 
aiming at
the
 
identification,
 
development,
 
retention
 
and
 
effectively
 
utilization
 
of
 
a
 
robust
 
talent
 
pipeline.
 
A
 
Talent
Management policy
 
is being
 
designed and
 
will launch
 
in 2023
 
to set
 
out the
 
guidelines and
 
process
 
of Talent
Management within the
 
Bank and to ensure the talent retention
 
and utilization.
Performance
 
Management
 
Performance
 
Management
 
in
 
the
 
Group
 
has
 
a
 
transparent,
 
consistent
 
and
 
effective
 
framework
 
concerning
continuous improvement
 
of the
 
employees and
 
aligning with
 
the strategic
 
objectives and
 
values of the
 
Group.
Its
 
framework
 
translates
 
the
 
Group’s
 
strategy
 
into
 
tangible
 
quantitative
 
business
 
goals
 
(“what”)
 
for
 
all
employees
 
and supports
 
a common
 
culture
 
by driving
 
the
 
Group’s
 
organizational
 
capabilities
 
and qualitative
competencies
 
(“how”)
 
throughout
 
the
 
organization.
 
Performance
 
Management
 
is
 
grounded
 
on
 
two
 
main
systems, implemented
 
in Greece
 
& Cyprus.
 
Along with
 
Axiopoio
 
which is
 
the
 
main Performance
 
Management
system, the Performance
 
Feedback
 
for Senior Management was launched
in 2022 in SAP SuccessFactors, which
is
 
based
 
on
 
the
 
360°
 
Feedback
 
methodology.
 
Both
 
systems
 
have
 
a
 
developmental
 
focus
 
and
 
continuous
feedback on their
 
core.
 
Career Development
Career
 
Development
 
i
s
 
of
 
great
 
importance
 
for
 
the
 
Group.
 
In
 
this
 
context,
 
in
 
2022
 
the
 
Group
 
utilized
 
the
Development
 
Plans, giving
 
value to
 
a wide
 
range
 
of functionalities
 
like Learning
and Career
 
Development.
 
On
that basis,
 
employees can
 
design their
 
personal Development
 
and Improvement
 
Plan being supported by
 
their
manager, and through relevant training and development activities, to further develop their
 
skills and behaviors,
bolstering their
 
profile to match either
 
their current
 
role or a different
 
one in the future.
 
C-Level Succession
 
Planning
The
 
Bank’s
 
C-Level
 
Succession
 
Planning
 
framework
 
is
 
assessed
 
annually
 
following
 
a
 
structured
 
and
comprehensive
 
process,
 
according
 
to
 
the
 
guidelines
 
of
 
the
Bank’s
 
Nomination
 
and
 
Corporate
 
Governance
Committee and the BoD of the
 
Bank. In 2022, the C-Level
 
Succession Planning Policy
 
was launched.
Diversity,
 
Equity & Inclusion
In 2022, the Bank implemented the Women
 
in Banking (WiB) - Leadership Acceleration
 
Program with the
 
aim to
empower talented
 
women in the
 
Bank to showcase
 
their unique qualities
 
as leaders and actively
 
participate in
shaping a more
 
people-centric culture
 
and inclusive leadership.
 
The program
 
has a 6-month
 
duration,
 
offering
valuable knowledge, experiences
 
and skills through
 
mentoring women
 
with successful
 
career paths
 
in the Bank,
as well as through
 
interactive learning
 
programs.
 
WiB Season 1
 
success was marked
 
by 3 Awards:
 
1 Gold Award
 
in Women
 
Empowerment
 
Awards,
 
1 Silver Award
in the
 
“Effective
 
Use of
 
Coaching-Mentoring”
 
category
 
in HR
 
Awards
 
and
 
1 Bronze
 
Award
 
in Gender
 
Equality
Awards powered
 
by the Diversity
 
Charter in Greece.
In 2022, the Bank was included in the Bloomberg Gender Equality Index (GEI). This distinction reflects the Bank’s
commitment to support responsible development
 
without discrimination and its commitment in the application
of Diversity,
 
Equity & Inclusion criteria and more generally
 
of ESG in all aspects of the Group's
 
operations.
Improving Employee
 
Experience
The Group,
 
through the
 
investment in the
 
SAP SuccessFactors upgrades
 
the working environment
 
and expands
the possibilities
 
of cooperation.
 
As part of the
 
project, the
 
basic technological infrastructure
 
has been enriched
with modern
 
applications
 
related to
 
the acquisition
 
of "talent" (talent
 
acquisition) and
 
performance
 
appraisal.
The
 
applications
 
of the
 
SAP SuccessFactors
 
platform
 
improve
 
the
 
daily communication
 
in the
 
Group,
 
increase
the degree of autonomy and
 
mobility of the users,
 
while managers can monitor and manage their
 
teams. More
particularly,
 
the
 
functions
 
are available
 
both
 
from
 
the
 
office
 
space
 
and "smart"
 
devices
 
and the
 
users, among
others:
 
a)
Have access, wherever
 
they are, to their
 
personal profiles and contact details of
 
their colleagues,
b)
Register and manage with self-service
 
process, license
 
requests and change of personal data,
c)
Have
 
access
 
to learning
 
and training
 
planning for
 
themselves
 
and their
 
teams, can
 
attend
 
online courses
and connect to online libraries that
 
are available (Learning Management System),
d)
Have access to a modern evaluation
 
and continuous feedback application.
 
 
 
 
 
 
 
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Strengthening Dialogue
 
& Information
Employees are
 
systematically kept
 
informed
 
on a series of
 
issues of interest
 
and/ or corporate
 
issues through
 
a
variety of
 
means including
 
print, interpersonal
 
and online
 
ways. The
 
Group,
 
through
 
its Intranet
 
Portal named
“Connected”, provides
 
timely corporate
 
and work
 
-related
 
information
 
to all
 
its employees
 
in Greece.
 
Through
intranet,
 
employees
 
can
 
access
 
information
 
on
 
social
 
issues,
 
on
 
physical
 
or
 
virtual
 
visits
 
of
 
the
 
management
team, on corporate functions, on interviews given by the
 
Group's management to printed and digital media etc.
In 2022
 
Connected acquired a new
 
interface, in order to meet the needs
 
of the modern era. For the dissemination
of the
 
strategy
 
and the
 
two-way
 
communication
 
between
 
the
 
Group’s
 
Management
 
and the
 
employees,
 
the
program
 
"Breakfasts
 
with
 
the
 
Management"
 
was
 
deployed
 
through
 
digital
 
means
 
with
 
the
 
participation
 
of
employees
 
from
 
all
 
Units.
 
In
 
addition,
 
the
 
initiative
 
"Executive
 
Meetings"
 
took
 
place
 
with
 
an
 
extended
participation
 
from
 
members
 
of the
 
management
 
team. At
 
the
 
same
 
time,
 
the
 
top management
 
conducted
 
a
number of "Virtual Visits" to regional markets throughout
 
Greece, an initiative that started during the
 
pandemic
crisis
 
and
 
continues
 
all
 
along,
 
with
 
the
 
aim
 
to
 
strengthen
 
an
 
"open
 
line"
 
of
 
communication
 
with
 
Network
employees across Greece, facilitating the
 
exchange of views and the discussion of
 
challenges and opportunities.
 
Remote Working
 
In 2022, the Group introduced the new Hybrid Work Model becoming the first banking group in
 
Greece to launch
a combination
 
of working
 
at home
 
and working
 
at the
 
office
 
(work @
 
home |
 
work
 
on premises),
 
on a
 
regular
basis,
 
for
 
its
 
staff.
 
Responding
 
to
 
a
 
new,
 
modern,
 
social
 
and
 
labor
 
market
 
reality
 
and
 
capitalizing
 
on
 
the
successful
 
experience
 
from
 
deploying
 
remote
 
working
 
at
 
a
 
large
 
scale
 
during
 
the
 
pandemic,
 
the
 
Group
announced
 
its
 
new,
 
innovative,
 
remote
 
working
 
policy.
 
The
 
new
 
initiative
 
aims
 
at
 
ensuring
 
its
 
employees’
personal
 
life
 
balance
 
while
 
reducing
 
the
 
Group’s
 
environmental
 
footprint
 
by
 
limiting
 
transportation
 
of
employees and energy
 
consumption.
Recognition and Reward Policy
As part
 
of its
 
Employee
 
Recognition and
 
Reward
 
policy,
 
the
 
Group
 
in 2022
 
implemented
 
the
 
“Transformation
Challenge
 
Box”, to
 
enable
 
all employees
 
offer
 
their
 
ideas, proposals,
 
and solutions
 
for
 
all aspects
 
of banking
operations,
 
and make
 
their
 
own contribution
 
to the
 
transformation
 
of the
 
Group. The
 
top-3 among
 
a total
 
of
408 original ideas
 
were
 
selected after
 
an internal vote
 
of the
 
employees, as
 
well as a
 
discussion and a
 
vote by
the
 
Transformation
 
Operating
 
Committee
 
members.
 
In
 
addition,
 
recognizing
 
long-term
 
loyalty,
 
the
 
Group
awards
 
its
 
employees
 
after
 
15
 
and
 
25
 
years
 
of
 
service.
 
In
 
the
 
last
 
20
 
years,
 
the
 
Group
 
has
 
recognized
 
and
rewarded
 
over
 
3,162
 
secondary
 
and
 
higher
 
education
 
students,
 
through
 
the
 
“Awarding
 
Excellence”
 
initiative.
Through
 
this
 
program,
 
the
 
Group
 
is
 
investing
 
in
 
the
 
younger
 
generation
 
and
 
is
 
recognizing
 
the
 
children
 
of
employees
 
that
 
have
 
outperformed
 
at
 
their
 
school.
 
The
 
program
 
also covers
 
all
 
Group
 
employees
 
that
 
have
undergone and topped in postgraduate degrees during their tenure in the organization. The
 
Group traditionally
designs and implements initiatives that support the employees and their fami
 
lies. In 2022, the Group offered 12-
month gift vouchers
 
to more than
 
2,000 children
 
of employees.
 
In a spirit
 
of giving back
 
to our community,
 
the
Group
 
has established
 
and supports
 
the
 
“Team
 
Up” initiative.
 
This
 
is an
 
employee
 
volunteerism
 
program
 
that
has been up and running since 2018. Until the end of 2022, nearly 900 employees have joined the program
 
(22%
higher
 
than
 
2021).
 
In
 
2022
 
11
 
events
 
have
 
taken
 
place
 
and
 
705
 
employees
 
offered
 
more
 
than
 
3,250
 
hours
 
of
volunteering services.
 
Support at work - HR4U
The
 
call
 
center
 
“HR4U”
 
supports
 
the
 
employees
 
of
 
the
 
Bank
 
and
 
responds
 
daily at
 
each
 
employee’s
 
request,
taking all
 
the
 
necessary
 
actions for
 
their
 
best service.
 
In 2022,
 
more than
 
39,000
 
requests were
 
seen to HR4U.
Topics include
 
a wide range of questions about benefits
 
and programs,
 
as well as urgent needs.
Labour Unions
The
 
Group
 
respects
 
employees’
 
constitutional
 
right
 
to
 
membership
 
in
 
Labour
 
Unions.
 
Six
 
such
 
Unions
 
are
currently active
 
within the Bank, representing
 
86.4% of the staff,
 
i.e. 5,258 employees. The most multitudinous of
these
 
Unions
 
is
 
recognized
 
as
 
the
 
official
 
representative
 
Union
 
in
 
labour
 
negotiations
 
with
 
the
 
Bank’s
Management. All
 
employees
 
of the
 
Bank are
 
employed
 
full-time
 
and covered
 
by collective
 
labour agreements
(industry-wide
 
and
 
enterprise-level),
 
while
 
labour
 
relations
 
are
 
regulated
 
by
 
the
 
current
 
laws
 
and
 
the
 
Bank’s
Statute
 
of
 
Internal
 
Service.
 
Furthermore,
 
the
 
Bank's
 
Management
 
cooperates
 
with
 
the
 
labour
 
unions
 
and
supports the
 
scheduled working
 
meetings to
 
strengthen
 
the dialogue
 
and to
 
monitor the
 
developments
 
in the
working environment.
Corporate Social Responsibility
Driven by
 
its sense of responsibility
 
and commitment
 
to giving back
 
to society,
 
the Group
 
has made corporate
responsibility
 
one
 
of
 
the
 
foundations
 
of
 
its
 
strategic
 
planning,
 
which
 
is
 
directly
 
linked
 
to
 
the
 
UN
 
Sustainable
Development
 
Goals
 
(SDGs).
 
Through
 
its
 
corporate
 
responsibility
 
strategy,
 
and
 
responding
 
to
 
the
 
needs
 
of
today’s
 
ever-changing
 
environment,
 
the
 
Group
 
aims
 
to
 
actively
 
contribute
 
to
 
improving
 
the
 
economy
 
and
society where it operates,
 
by adopting responsible practices
 
that promote transparenc
 
y
 
and business ethics.
 
The
 
Bank has
 
a
 
solid
 
framework
 
of
 
procedures
 
for
 
the
 
implementation
 
of
 
its
 
Corporate
 
Social
 
Responsibility
(CSR) strategy,
 
aiming at maximizing the
 
value created by
 
CSR initiatives and
 
shielding the
 
Organization from
the
 
possibility
 
of
 
corruption,
 
conflict
 
of
 
interest
 
and
 
money
 
laundering.
 
The
 
annual
 
Corporate
 
Social
Responsibility
 
action
 
plan
 
is
 
approved,
 
as
 
part
 
of
 
the
 
Marketing
 
&
 
Corporate
 
Communication
 
budget
formulation process,
 
by the Communication Committee (COMCOM) in which the
 
CEO, the deputy CEOs and the
Group General
 
Manager of Marketing
 
& Corporate
 
Communication participate.
 
Finally, all
 
expenses related
 
to
 
 
 
 
 
 
 
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sponsorships,
 
donations
 
and
 
other
 
Corporate
 
Social
 
Responsibility
 
actions
 
are
 
subject
 
to
 
approval
 
levels
depending on the amount but also the
 
criticality and importance for
 
the Bank and their
 
recipients.
Corporate social responsibility
 
is based on the following
 
pillars:
Education
Education is a key pillar
 
of the Bank's
 
corporate responsibility strategy.
 
In this context,
 
in 2003 the Bank
 
launched
Moving Education
 
Forward,
 
according
 
to which
 
awards are
 
provided
 
to high-school
 
graduates
 
across
 
Greece
who achieve top marks in the annual national university entrance exams. In the last 20
 
years it has been running,
a
 
total
 
of
 
21,536
 
students
 
have
 
been
 
awarded,
 
many
 
of
 
whom
 
have
 
gained
 
recognition
 
in
 
the
 
economic,
academic and scientific life of Greece.
 
The Bank awarded
 
975 top graduates during the
 
2021-2022 school year.
 
Supporting the Society
Moving
 
Family
 
Forward
 
is
 
a
 
corporate
 
social
 
responsibility
 
initiative,
 
aiming
 
to
 
address
 
the
 
country’s
demographic
 
challenge, by providing
 
young families
 
with incentives
 
for
 
taking the
 
decision to
 
have children.
 
It
focuses on the eastern borders
 
of Greece - Prefecture of Evros, North Aegean islands and the
 
Dodecanesee and
includes collaborations
 
with non-governmental
 
organisations (NGOs) for
 
supporting future and young parents,
offering
 
banking
 
products
 
with
 
favourable
 
terms
 
for
 
customers
 
in
 
those
 
areas
 
and
 
a
 
number
 
of
 
actions
 
for
setting the demographic
 
challenge higher in the
 
agenda of public dialogue.
The
 
Bank has announced
 
that it
 
will contribute directly
 
and significantly
 
to the
 
long-term initiatives
 
to protect
Greek forests from fires and restore the country's natural wealth, which is currently threatened by the new global
reality of
 
climate change.
 
In this
 
context, after
 
the devastating
 
wildfires in
 
the summer
 
of 2021 and
 
along with
several
 
notable NGOs, The Bank restored
 
the greater
 
area of ancient Olympia
by planting trees in the affected
forest
 
area. Moreover,
 
the Bank has
 
once more responded
 
to the ever
 
-increasing needs
 
of the National
 
Health
System by renovating the Special Respiratory Infections Unit of the Sotiria Thoracic Diseases Hospital of Athens.
In 2022 the
 
Bank supported 50 NGOs
 
and institutions operating
 
across Greece,
 
which mainly support children
and
 
vulnerable
 
social
 
groups,
 
with
 
the
 
amount
 
of
 
€280,000.
 
In
 
addition,
 
it
 
has
 
been
 
steadily
 
supporting
 
the
important
 
work
 
of the
 
PNOE –
 
Friends of
 
Children's
 
Intensive
 
Care
 
non-profit
 
association,
 
helping
 
it meet
 
its
objective,
 
which
 
is
 
to
 
create
 
and
 
equip
 
paediatric
 
Intensive
 
Care
 
Units
 
(ICUs)
 
and
 
to
 
support
 
children
hospitalised in ICUs and their parents.
 
In particular,
 
in 2000 the Bank launched
 
the EuroLine
 
card and has since
been donating 0.20% of the total value
 
of transactions carried
 
out by EuroLine cardholders
 
to this cause.
Access to financial services
 
for all /Financial inclusion
 
As
 
part
 
of
 
the
 
EaSI
 
programme
 
for
 
employment
 
and
 
social
 
innovation,
 
the
 
Bank
 
has
 
been
 
working
 
with
 
the
Action Finance Initiative (AFI), providing micro
 
-credit facilities (up to €12,500 per individual) to support the long-
term unemployed,
 
vulnerable
 
social groups
 
and businesspeople
 
with limited
 
access to
 
bank loans.
 
This
 
way,
 
it
offers
 
them the
 
opportunity to create
 
their own job
 
(self-employment) or
 
establish small businesses resulting
 
in
the creation of new jobs.
In 2022, through the AFI,
 
107 entities
 
have been provided with credit
 
facilities amounting
in total to € 1.22m, with favourable
 
terms, which are guaranteed
 
by the EIF.
Digital literacy and inclusion
 
The
 
Bank has
 
launched the
 
“Eurobank
 
Digital Academy
 
for
 
Business”, a
 
resource
 
hub on
 
digital skills for
 
Greek
companies
 
that
 
treat
 
technology
 
as
 
a
 
key
 
enabler,
 
and
 
digital
 
transformation
 
as
 
a
 
growth
 
strategy
 
and
 
a
competitive edge.
 
Since 2019,
 
19 events
 
have been
 
held with
 
1,685 participations,
 
of which
 
3 events
 
with 1,023
participants
 
in 2022.
 
In addition,
 
the
 
Bank has
 
created a
 
dedicated
 
hotline for
 
digitally illiterate
 
elder groups
who wish to access its digital channels.
Supporting entrepreneurship and
 
innovation
 
The
 
Bank
 
actively
 
contributes
 
to
 
economic
 
growth
 
and
 
recognises
 
the
 
importance
 
of
 
entrepreneurship
 
as
 
a
major
 
lever
 
for
 
the
 
expansion
 
of
 
the
 
Greek
 
economy.
 
It
 
focuses
 
on
 
supporting
 
the
 
extroversion
 
of
 
Greek
businesses
 
and
 
encouraging
 
new
 
business
 
initiatives.
 
In
 
this
 
context,
 
the
 
Bank
 
has
 
launched
 
Exportgate,
 
an
international trade
 
portal that promotes
 
the business networking
 
of Greek and Cypriot companies
 
worldwide.
 
In a strategic partnership with Banco Santander for Global Trade,
 
the Bank has joined the “Trade Club Alliance”,
the first
 
Global Digital Business
 
Interconnection
 
Network, supported
 
by 13 international
 
banking groups.
 
Using
artificial intelligence
 
and other
 
technologies, the
 
network
 
connects more
 
than 22,700
 
businesses in
 
more than
60 countries. All participating banks follow
 
audits to ensure network integrity.
 
In
 
2016
 
the
 
Bank,
 
in
 
partnership
 
with
 
Grant
 
Thornton,
 
established
 
the
 
Growth
 
Awards
 
to
 
award
 
business
excellence
 
as a
 
growth
 
lever
 
of the
 
Greek economy.
 
To
 
date,
 
the 6
 
Growth
 
Awards
 
ceremonies
 
have
 
awarded
38 of the most robust
 
Greek enterprises.
 
In the area
 
of innovative youth
 
entrepreneurship, the
 
Bank has established
 
the egg-enter•grow•go
 
initiative, a
comprehensive
 
business incubation
 
and acceleration
 
programme,
 
in partnership
 
with
 
Corallia.
 
Since
 
2013 the
egg
 
has
 
been
 
continuously
 
helping
 
the
 
Greek
 
startup
 
community
 
to
 
improve
 
its
 
competitiveness
 
within
 
a
challenging
 
global
 
market,
 
under
 
3
 
main
 
pillars
 
extroversion,
 
financing
 
and
 
business
 
networking.
 
It
 
has
 
been
playing a crucial role in shaping the Greek startup scene, boosting innovative entrepreneurship
 
through the egg
Start-Up (incubator)
 
and egg
 
Scale-Up
 
(accelerator)
 
platforms.
 
In particular,
 
its business
 
and social
 
footprint
includes, among other
 
:
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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a)
More than
 
€12m has been
 
invested in the
 
egg accelerator
 
by the
 
Bank, €3.2m
 
which has been
 
provided
 
by
the
 
Bank
 
as
 
financing
 
to
 
49
 
egg
 
startups,
 
and
 
€43.4m
 
in
 
equity
 
funding,
 
which
 
has
 
been
 
drawn
 
by
 
65
businesses,
b)
310 startups
 
which have
 
been created
 
through
 
the egg,
 
171 startups
 
which have
 
become businesses,
 
92 of
which with a combined
 
turnover
 
of €12m.
Specifically,
 
during 2022, 35 startups
 
have been created
 
through
the egg and 21 startups have
 
become businesses.
The Corporate Social Responsibility actions are described in the Annual
 
Report 2022 – Business
 
& Sustainability,
which is published on www.eurobankholdings.gr.
Actions against corruption
 
and bribery incidents
The
 
Group is
 
committed to pursuing
 
the fundamental
 
values of integrity,
 
transparency
 
and accountability.
 
It is
also committed to safeguarding its reputation
 
and client base.
 
The
 
Group
 
follows
 
best business
 
practices,
 
having accepted
 
and integrated
 
in its
 
culture
 
the
 
ten principles
 
of
the
 
UN
 
Global
 
Compact.
 
The
 
10th
 
principle
 
on
 
Anti-Corruption
 
states
 
that
 
“Businesses
 
should
 
work
 
against
corruption
 
in all its
 
forms, including
 
extortion and
 
bribery”. The
 
Group has
 
adopted a zero
 
tolerance
 
approach
against
 
all
 
types
 
of
 
fraud,
 
including
 
bribery.
 
In
 
accordance
 
with
 
the
 
relevant
 
legislation,
 
the
 
Group
 
prohibits
bribery in any form
 
either
 
direct or indirect
 
(through a
 
third party). The
 
principle of zero
 
tolerance
 
applies to all
staff
 
and
 
prohibits
 
all
 
forms
 
of
 
bribery,
 
whether
 
active
 
or
 
passive,
 
direct
 
or
 
indirect
 
and
 
is
 
also
 
reflected
 
in
contractual documents
 
adopted when entering
 
into relationships
 
with third
 
parties, either
 
natural or legal.
 
The
principle of zero
 
tolerance
 
also applies to clients of the
 
Group, as the
 
Organisation for
 
Economic Co-operation
and Development (OECD)
 
anti-bribery convention
 
is followed.
In this context, the Group has adopted the following
 
policies and procedures to govern
 
the treatment of bribery
and corruption cases
 
encountered:
a)
Code of Conduct and Ethics,
b)
Anti-Bribery & Corruption
 
Policy (policy statement
 
is posted on the Group’s
 
website),
c)
Policy for
 
Reporting Unethical Conduct,
d)
Management of Sponsorships and Donations.
Recognizing that any involvement
 
in cases of bribery not only constitutes a crime, but also reflects
 
adversely on
its reputation and client base, the Group takes
 
the following
 
measures aimed at limiting its exposure to bribery:
 
a)
Setting out a clear approach to deal with
 
the risk of bribery,
b)
Establishing a robust system of internal
 
controls that
 
does not tolerate
 
bribery and corruption,
c)
Establishing mechanisms for
 
monitoring potential incidents of bribery,
d)
Providing
 
confidential reporting
 
mechanisms and
 
encouraging
 
their
 
use by
 
both staff
 
and third
 
parties by
providing protection
 
to individuals who report in good faith,
e)
Providing
 
ongoing
 
training
 
and
 
briefing
 
to
 
staff
 
on
 
the
 
prevention
 
and
 
identification
 
of
 
bribery
 
and
corruption incidents.
Group
 
Compliance
 
is responsible
 
for
 
issuing policies
 
and procedures
 
to combat
 
bribery and
 
corruption
 
cases.
Each
 
unit
 
of
 
the
 
Bank
 
is
 
responsible
 
for
 
complying
 
with
 
the
 
existing
 
policies.
 
The
 
Internal
 
Conduct
 
&
 
Ethics
Division of
 
Group
 
Compliance
 
carries
 
out risk
 
assessment exercises
 
on anti-bribery
 
and anti-corruption
 
issues
and performs
 
specialized
 
monitoring exercises
 
for
 
potential
 
violations.
 
The
 
Forensic
 
Audit
 
Division
 
of Internal
Audit investigates all cases
 
of suspected internal fraud
 
/ corruption.
Actions against Money Laundering
 
(ML) and Terrorist
 
Financing (TF)
Money Laundering
 
(ML) and
 
Terrorist
 
Financing (TF)
 
activities are
 
threats
 
against the
 
integrity and
 
stability of
the international financial system that may cause significant economic losses and reputational damages for the
Group. The
 
Group has responsibility towards
 
its customers, shareholders
 
and authorities to conduct business in
a lawful and ethical way.
 
Based on
 
the implementation of the Anti-money laundering/ combating the financing
 
of terrorism and Sanctions
Policy (the
 
Policy) the
 
Group aims at achieving
 
the following
 
objectives:
a)
Maintaining its integrity, credibility
 
and reputation,
b)
Implementing internationally
 
accepted best practices,
c)
Implementing and complying with all the
 
legal and regulatory requirements
 
that govern
 
its operations,
d)
Ensuring that
 
its business,
 
channels, products
 
and services
 
are not
 
used, intentionally
 
or unintentionally,
 
to
facilitate ML and/or TF,
e)
Ensuring that sanctions measures
 
and controls assist in applying effectively
 
applicable regulation,
f)
Ensuring that adequate processes, systems and controls are in place, up to date and fit for purpose, in
 
order
to detect, prevent and
 
deter any activities related to ML/ TF and Sanctions violations.
 
The
 
requirements
 
set forth
 
in the
 
Policy apply
 
to the
 
Group,
 
including all its
 
staff,
 
all its functions
 
and units,
 
as
well as third parties
 
who are given access to Group’s
 
information and premises.
The Group’s
 
AML/CFT and Sanctions Control
 
Framework
 
has two main components:
a)
AML/CFT and Sanctions Program
 
and
b)
Governance
 
and Control Framework.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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The
 
Group’s
 
AML/CFT
 
and Sanctions
 
Control
 
Framework
 
includes
 
policies,
 
guidelines
 
for
 
conducting
 
business
activity consistent with legal and regulatory requirements and the AML Compliance Risk Appetite. AML/CFT and
Sanctions
 
Governance
 
Structure,
 
determines
 
Roles
 
and
 
Responsibilities
 
that
 
are
 
allocated
 
among
 
the
 
Three
Lines of Defense, including the
 
role and responsibilities
 
of the Money Laundering
 
Reporting Officer
 
(MLRO) and
Group
 
MLRO,
 
together
 
with
 
ongoing
 
training
 
necessary
 
to
 
support
 
effective
 
execution
 
of
 
their
 
roles
 
and
responsibilities.
 
Related party transactions
In
 
January
 
2022,
 
an
 
occupational
 
insurance
 
fund
 
(“Institution
 
for
 
occupational
 
retirement
 
provision-
occupational insurance
 
fund Eurobank’s
 
Group personnel” henceforth
 
“the Fund”) was established
 
as a not-for-
profit legal entity under Law 4680/2020, for
 
the benefit of the employees
 
of the Company, the
 
Bank and certain
other
 
Greek entities
 
of the
 
Group,
 
which constitute
 
the
 
sponsoring employers
 
of the
 
Fund. Accordingly,
 
in line
with IAS 24 Related Parties, the
 
Fund is considered to be related party
 
to the Group.
As at
 
31 December
 
2022, the
 
Group’s
 
outstanding balances
 
of the
 
transactions
 
and the
 
relating
 
net income
 
/
expense for 2022 with (a) the
 
key management personnel
 
(KMP) and the entities controlled
 
or jointly controlled
by KMP are: compensation
 
€8.8m, receivables €5.7m,
 
liabilities €24m, guarantees
 
received €0.01m,
 
net expense
€17.1m,
 
of
 
which
 
€1.9m
 
expense
 
relating
 
with
 
equity
 
settled
 
share
 
based
 
payments,
 
(b)
 
the
 
Fairfax
 
group
(excluding Eurolife FFH Insurance Group Holdings S.A., which is also
 
a Group’s associate) are: receivables €73.8m,
liabilities
 
€116.3m,
 
guarantees
 
issued
 
€2m,
 
net
 
income
 
€8.3m,
 
(c)
 
the
 
associates
 
and
 
joint
 
ventures
 
are:
receivables €87.2m,
 
liabilities €209.3m, net expense
 
€66.7m (d) the
 
Fund are: liabilities €1m.
At
 
the
 
same
 
date,
 
the
 
Company’s
 
outstanding
 
balances
 
of
 
the
 
transactions
 
and
 
the
 
relating
 
net
 
income
 
/
expense for
 
2022 with
 
(a) KMP
 
are: compensation
 
€0.2m that
 
is referring
 
mainly to
 
KMP services
 
provided
 
by
Eurobank
 
S.A.
 
in
 
accordance
 
with
 
the
 
relevant
 
agreement,
 
(b)
 
the
 
Fairfax
 
group
 
refer
 
to
 
receivables
 
and
operating income
 
of €0.4m related to financial consulting services,
 
(c) the subsidiaries are: receivables
 
€1,334m,
liabilities €0.6m
 
and net
 
income €63.9m
 
and (d)
 
the
 
Group’s
 
associate Eurolife
 
FFH Insurance
 
Group
 
Holdings
S.A. are: operating
 
income of €0.1m.
 
All transactions
 
with related
 
parties are
 
entered
 
into the
 
normal course
 
of business
 
and are
 
conducted on
 
an
arm's length basis. Further
 
information
 
is provided
 
in the note
 
45 to the
 
consolidated financial statements
 
and
note 19 to the financial statements
 
of the Company.
Corporate Governance
 
Statement
In
 
compliance
 
with
 
the
 
art.
 
17
 
of
 
the
 
Law
 
4706/2020
 
for
 
the
 
listed
 
companies
 
(effective
 
from
 
18
 
July
 
2021
onwards), which
 
stipulates that
 
listed companies
 
should adopt
 
and implement
 
a corporate
 
governance
 
code,
prepared
 
by a recognized
 
and reputable body,
 
and following
 
a relevant resolution
 
of the
 
Board of Directors
 
of
Eurobank
 
Holdings
 
on
 
29
 
September
 
2021,
 
Eurobank
 
Holdings
 
has
 
adopted
 
and
 
implements
 
the
 
Hellenic
Corporate
 
Governance
 
Code
 
(Code).
 
The
 
Code
 
has
 
been
 
posted
 
on
 
Eurobank
 
Holdings’
 
website
(www.eurobankholdings.gr
 
).
 
The Corporate
 
Governance Statement
 
for the year
 
2022, attached herewith,
 
is an integral part of the Directors’
Report, and outlines how the principles stipulated by the Code were applied, during 2022, to Eurobank
 
Holdings
and to Eurobank S.A. (100% subsidiary
 
of Eurobank Holdings).
Georgios Zanias
 
Fokion
 
Karavias
Chairman
 
Chief Executive Officer
6 April 2023
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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APPENDIX
4
Definition
 
of
 
Alternative
 
Performance
 
Measures
 
(APMs)
 
in
 
accordance
 
with
 
European
 
Securities
 
and
 
Markets
Authority (ESMA) guidelines, which are
 
included in the Report of Directors/Financial
 
Statements:
a)
Loans to Deposits ratio:
 
Loans and advances
 
to customers at
 
amortised cost divided by
 
due to customers
at the end of the
 
reported period,
 
b)
Pre-Provision
 
Income (PPI):
 
Profit from
 
operations
 
before
 
impairments, provisions
 
and restructuring
 
costs
as disclosed in the financial statements
 
for the
 
reported period,
c)
Core income:
 
The
 
total of
 
net interest
 
income,
 
net banking
 
fee
 
and commission
 
income
 
and income
 
from
non banking services,
d)
Core
 
Pre-provision
 
Income
 
(Core
 
PPI):
 
The
 
core
 
income
 
minus
 
the
 
operating
 
expenses
 
of
 
the
 
reported
period,
e)
Net Interest
 
Margin (NIM):
 
The
 
net interest
 
income of
 
the
 
reported period,
 
annualised and divided
 
by the
average
 
balance
 
of continued
 
operations’
 
total
 
assets (the
 
arithmetic
 
average
 
of total
 
assets,
 
excluding
those related
 
to discontinued operations’
 
,
 
at the end
 
of the reported
 
period, at the
 
end of interim quarters
and at the end of the
 
previous period),
f)
Fees and commissions:
 
The total of net
 
banking fee and commission income and income
 
from non banking
services of the
 
reported period,
g)
Fees
 
and commissions
 
over assets
 
ratio:
The
 
Fees
 
and commissions
 
of the
 
reported period
 
divided by
 
the
average
 
balance
 
of continued
 
operations’
 
total
 
assets (the
 
arithmetic
 
average
 
of total
 
assets,
 
excluding
those related
 
to discontinued operations’,
 
at the end
 
of the reported
 
period, at the
 
end of interim quarters
and at the end of the
 
previous period),
 
h)
Income from trading and other activities
: The total of net trading income, gains less
 
losses from investment
securities and other
 
income/ (expenses) of the
 
reported period,
i)
Cost to Income ratio:
 
Total
 
operating expenses
 
divided by total operating
 
income,
j)
Adjusted net profit:
Net profit/loss from continuing operations
 
after deducting restructuring costs, goodwill
impairment, gains/losses related
 
to the transformation
 
plan and income tax adjustments,
k)
Non-performing
 
exposures (NPE):
 
Non Performing
 
Exposures (in
 
compliance with
 
EBA Guidelines)
 
are the
Group’s
 
material exposures
 
which are
 
more than
 
90 days
 
past-due or
 
for
 
which the
 
debtor is
 
assessed as
unlikely to pay its credit obligations in full without realization of collateral, regardless of the existence of any
past due
 
amount or the
 
number of
 
days past
 
due. The
 
NPE, as reported
 
herein,
 
refer
 
to the
 
gross loans
 
at
amortised cost except for
 
those that have
 
been classified as held for sale,
l)
NPE
 
ratio:
 
NPE
 
divided
 
by
 
gross
 
loans
 
and
 
advances
 
to
 
customers
 
at
 
amortised
 
cost
 
at
 
the
 
end
 
of
 
the
reported period,
m)
NPE
 
formation:
 
Net
 
increase/decrease
 
of
 
NPE
 
in
 
the
 
reported
 
period
 
excluding
 
the
 
impact
 
of
 
write
 
offs,
sales and other
 
movements,
n)
NPE
 
Coverage
 
ratio:
 
Impairment
 
allowance
 
for
 
loans
 
and
 
advances
 
to
 
customers
 
and
 
impairment
allowance
 
for
 
credit
 
related
 
commitments
 
(off
 
balance
 
sheet
 
items),
 
divided
 
by
 
NPE
 
at
 
the
 
end
 
of
 
the
reported period,
o)
Provisions
 
(charge)
 
to
 
average
 
net
 
loans
 
ratio
 
(Cost
 
of
 
Risk):
 
Impairment
 
losses
 
relating
 
to
 
loans
 
and
advances
 
charged
 
in
 
the
 
reported
 
period,
 
annualised
 
and
 
divided
 
by
 
the
 
average
 
balance
 
of
 
loans
 
and
advances to
 
customers
 
at amortised
 
cost (the
 
arithmetic
 
average
 
of loans
 
and advances
 
to customers
 
at
amortised cost, including those that have been classified as held
 
for sale, at the end of the reported
 
period,
at the end of interim quarters
 
and at the end of the
 
previous period),
p)
Return
 
on
 
tangible
 
book
 
value
 
(RoTBV):
Adjusted
 
net
 
profit
 
divided
 
by
 
average
 
tangible
 
book
 
value.
Tangible
 
book value is the total equity excluding preference
 
shares, preferred
 
securities and non controlling
interests minus intangible assets,
Definition of capital and other
 
selected ratios in accordance
 
with the regulatory
 
framework,
 
which are included
in the Report of Directors/Financial
 
Statements:
a)
Total
 
Capital
 
Adequacy
 
ratio:
 
Total
 
regulatory
 
capital
 
as
 
defined
 
by
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
force,
 
based on the
 
transitional rules for
 
the reported
 
period, divided by
 
total Risk Weighted
 
Assets (RWA).
The RWA are the Group’s
 
assets and off-balance-sheet exposures, weighted according to risk factors based
on Regulation (EU) No 575/2013,
 
taking into account credit, market and operational
 
risk,
b)
Common Equity
 
Tier
 
1 (CET1):
 
Common Equity
 
Tier
 
I regulatory
 
capital
 
as defined
 
by
 
Regulation
 
(EU) No
575/2013 as in force,
 
based on the transitional
 
rules for the
 
reported period, divided by
 
total RWA,
c)
Fully loaded Common Equity
 
Tier I (CET1):
 
Common Equity Tier I regulatory capital as
 
defined by Regulation
No 575/2013 as in force,
 
without the application
 
of the relevant transitional
 
rules, divided by total RWA,
d)
Liquidity Coverage
 
Ratio (LCR):
 
The
 
total amount of
 
high quality
 
liquid assets divided
 
by the
 
net liquidity
outflows for a 30-day stress
 
period.
4
 
Following the significant reduction of the
 
Group’s NPE, the APM “Texas ratio”
 
is no longer used as an assets quality metric.
 
 
 
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e)
Minimum
 
Requirements
 
for
 
Eligible
 
Own
 
Funds
 
and
 
Eligible
 
Liabilities
 
(MREL)
 
ratio:
The
 
sum
 
of
 
i)
 
total
regulatory
 
capital
 
(at
 
Eurobank
 
S.A. consolidated
 
level)
 
as
 
defined
 
by
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
force,
 
based on the
 
transitional rules
 
for the
 
reported period
 
and ii) liabilities
 
issued by Eurobank
 
S.A. that
meet the MREL-eligibility criteria
 
set out in Regulation (EU) No 575/2013 as in force,
 
divided by RWA.
The following
 
table presents the
 
components of the
 
calculation of the
 
above APMs,
 
which are derived
 
from the
Company’s consolidated
 
financial statements
 
for the
 
year ended 31
 
December 2022
 
and for
 
the year
 
ended 31
December 2021:
Components of Alternative Performance
 
Measures
€ million
FY 2022
FY 2021
Net Interest Income
¹
1,550
1,321
Fees and commissions
543
456
Total
 
Operating income
²
3,135
1,900
Total
 
Operating income,
 
excluding the gain on project
 
"Triangle"
²
2,811
1,904
Total
 
Operating expenses
³
(917)
(876)
Pre-provision
 
income (PPI)
¹
2,218
1,024
Pre-provision
 
income (PPI), excluding the
 
gain on project "Triangle"
1,893
1,028
Core Pre-provision
 
income (Core PPI)
1,176
900
Net profit/(loss) from continued
 
operations
¹
1,330
327
Gain on project "Triangle"
 
(before tax)
325
 
-
Gain on project "Triangle"
 
(after tax)
231
 
-
Restructuring costs, after tax
(75)
(19)
Impairment loss on project
 
"Mexico"
 
-
(72)
Derecognition gain/(loss) on
 
"Mexico" loans, after tax
 
-
(5)
Adjusted net profit
1,174
424
Impairment losses relating to
 
loans and advances
(291)
(490)
Impairment losses for
 
loans, excluding the loss on project
 
"Mexico"
(291)
(418)
NPE formation
⁽⁶⁾
46
44
Non performing exposures
 
(NPE)
2,257
2,775
Due to customers
57,239
53,168
Gross Loans and advances to
 
customers at amortized cost
43,450
40,815
Impairment allowance for
 
loans and advances to customers
(1,626)
(1,872)
Impairment allowance for
 
credit related commitments
(57)
(48)
Due to customers (Greek operations)
39,575
37,016
Gross Loans and advances
 
to customers at amortized cost (Greek
 
operations)
32,812
31,259
Impairment allowance for
 
loans and advances to customers
 
(Greek
operations)
(1,332)
(1,606)
Common Equity Tier 1 (CET1)
6,715
5,436
Average
 
balance of continued operations’
 
total assets
 
80,030
71,677
Average
 
balance of loans and advances to customers
 
at amortized cost
⁽⁴⁾
40,388
37,826
Average
 
balance of tangible book value
⁽⁵⁾
5,790
5,139
(1)
4Q2022
 
NIM:
 
Net
 
interest
 
income
 
of
 
the
 
fourth
 
quarter
 
2022
 
(€470m),
 
annualised,
 
divided
 
by
 
the
 
average
 
balance
 
of
continued
 
operations’
 
total
 
assets
 
(€82,449m).
 
The
 
average
 
balance
 
of
 
continued
 
operations’
 
total
 
assets,
 
has
 
been
calculated as the arithmetic average of their balances
 
at the end of the reporting period (31 December 2022: €81,460m) and
at the end of interim quarter (30 September 2022: €83,438m).
(2)
International
 
Operations:
 
Operating
 
income:
 
€592m
 
(2021:
 
€492m).
 
Greek
 
operations:
 
Operating
 
income:
 
€2,219m,
excluding the gain on project "Triangle" of €325m (2021:
 
€1,412m, excluding the derecognition loss on “Mexico” loans of €5m).
(3)
 
International
 
Operations:
 
Operating
 
expenses:
 
€273m
 
(2021:
 
€234m).
 
Greek
 
operations:
 
Operating
 
expenses:
 
€645m
(2021: €643m).
(4)
The
 
average
 
balance
 
of
 
loans
 
and
 
advances
 
to
 
customers
 
measured
 
at
 
amortized
 
cost,
 
has
 
been
 
calculated
 
as
 
the
arithmetic average of their
 
balances at the end of the
 
reporting period (31 December 2022: €41,824m), at the end of interim
quarters (30
 
September 2022:
 
€41,390m, 30
 
June 2022:
 
€40,513m and
 
31 March
 
2022: €39,269m),
 
and at
 
the
 
end of
 
the
previous period (31 December 2021 €38,943m).
(5)
 
The average
 
balance of tangible book value, has been calculated
 
as the arithmetic
 
average of the
 
total equity minus the
intangible assets and non controlling
 
interests at the
 
end of the
 
reporting period (31
 
December 2022: €6,326m), at the
 
end
of interim quarters (30
 
September 2022: €6,038m,
 
30 June 2022: €5,934m
 
and 31 March 2022:
 
€5,380m) and at the
 
end of
the previous period
 
(31 December 2021: €5,270m).
(6)
 
NPEs formation
 
has been
 
calculated
 
as the
 
decrease
 
of NPE
 
in 2022
 
(€517m), after
 
deducting the
 
impact of
 
write-offs
€292m, sales €275m and other movements
 
(€4m).
 
 
 
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Source of financial Information
 
The
 
Directors’
 
Report
 
includes
 
financial
 
data
 
and
 
measures
 
as
 
derived
 
from
 
the
 
Company’s
 
consolidated
financial statements
 
for
 
the
 
year
 
ended
 
31 December
 
2022 and
 
for
 
the
 
year
 
ended 31
 
December
 
2021,
 
which
have
 
been
 
prepared
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
 
Standards
 
(IFRS).
 
In
 
addition,
 
it
includes
 
information
 
as
 
derived
 
from
 
internal
 
information
 
systems,
 
consistent
 
with
 
the
 
Group’s
 
accounting
policies,
 
such
 
as
 
the
 
selected
 
financial
 
information
 
for
 
the
 
Group’s
 
two
 
main
 
reportable
 
segments
 
a)
 
Greek
Operations,
 
which
 
incorporate
 
the
 
business
 
activities originated
 
from
 
the
 
Company,
 
the
 
Bank and
 
the
 
Greek
subsidiaries and b)
 
International Operations, which incorporate the business activities originated from the banks
and the
 
local subsidiaries
 
operating
 
in Bulgaria, Serbia,
 
Cyprus and Luxembourg
 
(as described
 
at the
 
relevant
section on page 4).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
33
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CORPORATE GOVERNANCE
 
STATEMENT
 
2022
1.
Adoption of the Hellenic Corporate
 
Governance Code
 
In compliance
 
with art.
 
17 of
 
L.4706/2020 for
 
the
 
listed companies
 
(effective
 
from
 
18.7.2021
 
onwards),
 
which stipulates
 
that
listed companies should adopt and implement a corporate governance
 
code, prepared by a recognized and reputable body,
Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
(Company,
 
Eurobank
 
Holdings,
 
Holdings
 
or
 
HoldCo)
 
has
 
adopted
 
and
implements the Hellenic Corporate Governance
 
Code (the Code).
 
The Code
Given that the Eurobank
 
Holdings Group (the Group) consists mainly of Eurobank
 
S.A. (Eurobank or Bank) and its subsidiaries
(the
 
Eurobank
 
or Bank
 
Group),
 
the
 
present
 
outlines how
 
the principles
 
stipulated by
 
the
Code were applied to both Eurobank
 
Holdings and Eurobank during 2022.
 
2.
Board of Directors
5
2.1
General
The HoldCo/Bank
 
are managed by
 
their respective
 
Boards of Directors (Board
 
or BoD), which are
 
collectively responsible
 
for
their long-term success. The
 
Boards exercise their responsibilities
 
in accordance with the Greek legislation,
 
international best
practices and
 
the HoldCo’s
 
and the Bank’s
 
contractual obligations
 
to the Hellenic
 
Financial Stability Fund (HFSF) under
 
the
Tripartite Relationship
 
Framework
 
Agreement (TRFA)
 
signed between the
 
HoldCo, the
 
Bank and the HFSF,
 
as well as with
 
its
Articles of Association and the shareholders’
 
General Meeting’s legitimate decisions.
 
The Board's
 
role is
 
to provide
 
entrepreneurial leadership
 
to the
 
Group within
 
a framework
 
of prudent and
 
effective
 
controls
which
 
enables
 
risk
 
to
 
be assessed
 
and
 
managed.
 
The
 
Board
 
sets
 
the
 
Group's
 
strategic
 
goals,
 
ensures
 
that
 
the
 
necessary
financial and human resources
 
are in place
 
for the
 
Group to pursuit its
 
purpose and reviews
 
management performance.
 
The
Board sets the
 
Group's values and standards
 
and ensures that its
 
obligations to its shareholders
 
and others
 
are understood
and met.
 
All Directors
 
must act
 
in what
 
they
 
consider to
 
be the
 
best interests
 
of the
 
Group, consistent
 
with their
 
statutory
duties.
2.2
Composition of the Board
The members of the
 
Board are elected by the HoldCo’s
 
and Eurobank’s General
 
Meeting, which determines the exact number
of the directors and their term of office, within the
 
limits of the law and of the HoldCo’s and Eurobank’s Articles of Association
and also designates the independent non-executive directors.
 
The
 
current
 
Boards, as
 
of the
 
date of
 
approval
 
of the
 
here-in
 
Statement, consist
 
of thirteen
 
(13) Directors
 
of whom,
 
four (4)
executives, three (3) non-executives, five (5) independent non-executives and one
 
(1) representative of the HFSF,
 
who has been
appointed (as non-executive Director) in accordance with relevant
 
legal requirements, as outlined below:
 
Eurobank Holdings
Eurobank
First
appointment
End of
Term
First
appointment
End of
Term
Georgios P.
 
Zanias
Chairperson, Non-Executive Director
Mar. 2019
2024
Mar. 2020
2024
Georgios K. Chryssikos
Vice-Chairperson, Non-Executive Director
Jun. 2014
2024
 
Mar. 2020
2024
Fokion
 
C. Karavias
Chief Executive Officer
Jun. 2014
2024
Mar. 2020
2024
Stavros E. Ioannou
Deputy Chief Executive Officer
 
Apr. 2015
2024
Mar. 2020
2024
Konstantinos V.
 
Vassiliou
Deputy Chief Executive Officer
July 2018
2024
Mar. 2020
2024
Andreas D. Athanassopoulos
Deputy Chief Executive Officer
Dec. 2020
2024
Dec. 2020
2024
Bradley Paul L. Martin
Non-Executive Director
Jun. 2014
2024
Mar. 2020
2024
Rajeev K. L. Kakar
Non-Executive Independent Director
July 2018
2024
Mar. 2020
2024
Jawaid A. Mirza
Non-Executive Independent Director
Jun. 2016
2024
Mar. 2020
2024
Alice K. Gregoriadi
Non-Executive Independent Director
Apr. 2020
2024
Apr. 2020
2024
Irene Rouvitha Panou
Non-Executive Independent Director
Apr. 2020
2024
Apr. 2020
2024
Cinzia V.
 
Basile
Non-Executive Independent Director
Dec. 2020
2024
Dec. 2020
2024
Efthymia P.
 
Deli
Non-Executive Director, HFSF
Representative
Jan. 2021
2024
Jan. 2021
2024
5
Information regarding the Board’s composition is also included in relevant note of the consolidated accounts of HoldCo and Eurobank
respectively
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
34
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The short CVs
 
of the HoldCo and Eurobank
 
Board members as summarized below are evidence
 
that the Boards’
 
composition
reflects
 
the
 
knowledge,
 
skills
 
and
 
experience
 
required
 
for
 
the
 
execution
 
of
 
their
 
duties,
 
in
 
accordance
 
with
 
the
 
Board
Nomination Policy and the
 
HoldCo’s/Bank’s business model and strategy.
It is
 
also noted
 
that the
 
directorships of
 
the HoldCo
 
and Eurobank
 
Board members
 
as at
 
31.12.2022, are
 
outlined in
 
Section
2.7,
 
“Directorships of Board members”.
Georgios Zanias
Chairperson, Non-Executive Director
Year of birth: 1955
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
George
 
P.
 
Zanias
 
joined
 
Eurobank
 
as
 
the
 
Chairman
 
of
 
the
 
Board
 
of
Directors
 
in
 
2019.
 
He
 
is
 
also
 
a
 
Professor
 
of
 
Economics
 
at
 
the
 
Athens
University of
 
Economics and
 
Business and
 
a Member
 
of the
 
Boards of
 
the
American-Greek Chamber of Commerce
 
and of IOBE.
In
 
the
 
past,
 
Mr
 
Zanias
 
has
 
served
 
as
 
the
 
Minister
 
of
 
Finance
 
(2012),
Chairman of the
 
Board of Directors
 
of the National
 
Bank of Greece (2012-
2015),
 
Chairman
 
of
 
the
 
Board
 
of
 
the
 
Hellenic
 
Banking
 
Association
 
(2012-
2015),
 
Member
 
of
 
the
 
Board
 
of
 
the
 
European
 
Banking
 
Federation
 
(2012-
2015), Member
 
of the
 
Intitute International
 
d’ Etudes Bancaires
 
(2012-2015
and
 
2019-today),
 
Chairman
 
of
 
the
 
Council
 
of
 
Economic
 
Advisors
 
at
 
the
Ministry
 
of
 
Finance
 
(2009-2012),
 
General
 
Secretary
 
of
 
the
 
Ministry
 
of
Economy and Finance (2001-2004), Chairman and Scientific Director
 
of the
National Economic Institute (KEPE) (1998-2001).
He has also
 
served as a Director
 
on the Boards of
 
Hellenic Exchanges (2000-
2001),
 
the
 
Public
 
Debt
 
Management
 
Office
 
(PDMA)
 
(2009-2012),
 
General
Bank (1997-1998), CHIPITA
 
SA (2015-2019), the
 
European Financial Stability
Mechanism
 
(EFSF/ESM)
 
(2010-2012).
 
Also:
 
Member
 
of
 
the
 
Board
 
of
Governors
 
of
 
the
 
Black
 
Sea
 
Trade
 
and
 
Development
 
Bank
 
(2003-2004),
Alternate
 
Governor
 
of
 
the
 
Board
 
of
 
Governors
 
of
 
EBRD
 
(2002-2004),
Member of the European Securities Committee (2001-2002), Member of the
Monetary
 
Policy
 
Committee
 
of
 
the
 
Bank
 
of
 
Greece
 
(May-July
 
2012),
Chairman of the Board of Directors of Piraeus
 
Real Estate SA and Picar SA
(2017-2019), Vice
 
Chairman of the
 
Board of ETVA
 
Industrial Zone SA (2018-
2019).
He holds a Doctorate
 
from Oxford
 
University, an
 
M.Sc. for the
 
University of
Reading and a B.Sc. from the Athens University
 
of Economics and Business.
George Chryssikos
Vice Chairman, Non-Executive Director of
the BoD
Membership in Board Committees:
 
Member
Year of birth: 1972
Nationality: Hellenic
Number of shares in Eurobank Holdings:
2.880.000
Mr.
 
Chryssikos
 
is
 
the
 
Founder
 
and
 
Managing
 
Partner
 
of
 
Grivalia
Management Company SA and also serves as Chairman & CEO of Grivalia
Hospitality.
In
 
the
 
past,
 
Mr.
 
Chryssikos
 
had
 
also
 
the
 
following
 
significant
 
posts:
 
Non-
Executive Director of the BoD,
 
MYTILINEOS (2017-2019), Member of
 
the BoD,
Praktiker
 
Hellas
 
(2014-2019), Member
 
of the
 
BoD and
 
General
 
Secretary,
British Hellenic Chamber of Commerce (2014-2017), CEO, Executive Director
of the BoD and Chairman of
 
the Investment Committee, Grivalia Properties
REIC (2013
 
-2019), Non-Executive
 
Director
 
of
 
the
 
BoD, Lamda
 
Hellix
 
(2013-
2017), General Manager, Executive Director of the BoD and Chairman of
 
the
Investment
 
Committee,
 
Grivalia
 
Properties
 
REIC
 
(2008),
 
Investment
Manager
 
and
 
Member
 
of
 
the
 
Investment
 
Committee,
 
Grivalia
 
Properties
REIC (2006).
He
 
holds
 
an
 
MBA
 
in
 
Corporate
 
Finance
 
&
 
Strategy
 
from
 
the
 
Columbia
Business School,
 
USA, an MSc
 
in Engineering &
 
Construction Management
from
 
UC
 
Berkeley,
 
USA,
 
as
 
well
 
as
 
a
 
MEng
 
in
 
Civil
 
Engineering
 
from
 
the
National Technical
 
University of Athens.
Fokion
 
Karavias
Chief Executive Officer (CEO)
Year of birth: 1964
Nationality: Hellenic
Number
 
of
 
shares
 
in
 
Eurobank
 
Holdings:
7.569
Mr.
 
Karavias
 
joined
 
Eurobank
 
in
 
1997
 
and
 
served,
 
inter
 
alia,
 
as
 
Senior
General Manager, Group Corporate & Investment Banking, Capital
 
Markets
&
 
Wealth
 
Management
 
(2014-2015)
 
and
 
Executive
 
Committee
 
Member
(2014-2015),
 
General
 
Manager
 
and
 
Executive
 
Committee
 
Member
 
(2005-
2013), Deputy General
 
Manager and
 
Treasurer
 
(2002-2005), Head of
 
fixed
income and derivative product
 
trading (1997).
In the past, Mr.
 
Karavias had also the
 
following significant
 
posts: Treasurer
of
 
Telesis
 
Investment
 
Bank
 
(2000),
 
Head
 
of
 
fixed
 
income
 
products
 
and
derivatives in Greece of Citibank, Athens
 
(1994) and has also worked in the
Market Risk Management Division of JPMorgan NY (1991).
He holds a
 
PhD in
 
Chemical Engineering from the University of
 
Pennsylvania,
Philadelphia,
 
USA
 
and
 
an
 
MA
 
in
 
Chemical
 
Engineering
 
from
 
the
 
same
university, as
 
well as a Diploma in
 
Chemical Engineering from
 
the National
Technical
 
University of
 
Athens.
 
He has
 
published articles
 
on topics related
to his academic research.
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
35
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Stavros Ioannou
Deputy Chief Executive Officer (CEO), Group
Chief Operating Officer
 
(COO) &
International Activities
Membership in Board Committees:
Board Digital and Transformation
Committee - Member
Year of birth: 1961
Nationality: Hellenic
Number of shares in Eurobank Holdings:
1.528
Mr. Ioannou holds several
 
other posts in the Eurobank
 
Group as member of
the BoD of Eurobank Direktna
 
AD, Serbia (since November 2010), Eurobank
Bulgaria AD
 
(since
 
October
 
2015), Vice
 
-Chairman in
 
Eurobank
 
Cyprus Ltd
(since November
 
2022) and
 
is also
 
the Chairman
 
of the
 
BoD, BE-Business
Exchanges
 
SA
 
(since
 
January
 
2014).
 
He
 
has
 
also
 
been
 
appointed
 
as
 
the
responsible BoD
 
member of
 
Eurobank
 
Holdings and Eurobank
 
for climate-
related and environmental risks and for
 
the outsourcing function
He
 
is
 
currently
 
Non-Executive
 
Board
 
member
 
of
 
Grivalia
 
Management
Company S.A. (since September 2019).
In the past, Mr.
 
Ioannou had also the following
 
significant posts: Chairman
of
 
the
 
Executive
 
Committee
 
in
 
the
 
Hellenic
 
Banking
 
Association
 
(2020-
2022) where he had been member since 2013,
 
Vice Chairman at Cardlink SA
(2013-2015), Member of
 
the BoD in
 
Millennium Bank, responsible for
 
Retail,
Private Banking and
 
Business Banking (2003),
 
Head at Barclays
 
Bank PLC,
responsible for Retail Banking,
 
Private Banking and
 
Operations (1990-1997).
He holds
 
an MA
 
in Banking
 
and Finance
 
from
 
the University
 
of Wales,
 
UK
and
 
a
 
Bachelor
 
Degree
 
in Business
 
Administration
 
from
 
the
 
University
 
of
Piraeus.
Kostas Vassiliou
Deputy Chief
 
Executive
 
Officer
 
(CEO), Head
of Corporate & Investment Banking
Year of birth: 1972
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
Mr. Vassiliou
 
holds several
 
other posts in the
 
Eurobank Group
 
as Chairman
of the
 
BoD of Eurobank
 
Factors Single Member
 
SA (since December
 
2018),
Member of
 
the
 
BoD of
 
Eurobank
 
Equities Single
 
Member SA
 
(since
 
March
2015). He also serves as Vice-Chairman of the BoD of Eurolife FFH Insurance
Group
 
Holdings
 
SA
 
(since
 
January
 
2021),
 
Eurolife
 
FFH
 
Life
 
Insurance
 
SA
(since
 
December
 
2020)
 
and
 
Eurolife
 
FFH
 
General
 
Insurance
 
SA
 
(since
December 2020).
In the
 
past, Mr.
 
Vassiliou
 
had also
 
the following
 
significant posts:
 
Country
Manager
 
for
 
Greece,
 
Cyprus
 
and
 
the
 
Balkans,
 
Mitsubishi
 
UFJ
 
Financial
Group,
 
London (2000-2005)
 
and Senior
 
Relationship
 
Manager,
 
Mitsubishi
UFJ Financial Group, London (1998-2000).
He
 
holds
 
an
 
MΒΑ
 
from
 
Boston
 
University,
 
USA
 
and
 
a
 
BA
 
in
 
Business
Administration from
 
the Athens University of Economics and Business.
Andreas Athanasopoulos
Deputy Chief
 
Executive Officer,
 
Group Chief
Transformation
 
Officer,
 
Digital & Retail
Membership in Board Committees:
Board
 
Digital
 
and
 
Transformation
Committee - Member
Year of birth: 1966
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
In the past, Mr. Athanassopoulos had the following significant posts: Group
Chief
 
Customer
 
Officer
 
&
 
CEO
 
Financial
 
services,
 
Dixons
 
Carphone,
 
UK
(2018-2020),
 
CEO
 
and
 
Vice
 
President,
 
Dixons
 
Carphone,
 
Greece
(Kotsovolos)
 
(2013-2018), General
 
Manager Retail
 
Βanking, National
 
Bank
of Greece
 
(2008-2013),
 
Chairman of
 
NBG Asset
 
Management (2011
 
-2013),
Deputy General Manager Small Business
 
Banking, Eurobank (Greece & New
Europe)
 
(2003-2008),
 
Consumer
 
Credit
 
Director,
 
Piraeus
 
Bank
 
(Greece)
(2000-2003).
He holds a Postdoc on Decision Sciences from the
 
London Business School,
UK, a PhD
 
in Industrial and Business Studies
 
from the University of Warwick,
UK, an
 
MSc in
 
Statistics and
 
Operational
 
Research from
 
the
 
University
 
of
Essex,
 
UK,
 
a
 
BSc
 
in
 
Applied
 
Mathematics
 
from
 
the
 
University
 
of
 
Patras,
Greece. He has
 
also served as a
 
Professor in Financial Services of
 
the Athens
Graduate
 
School
 
of Business
 
(ALBA) (1997-2001)
 
and a
 
Senior Lecturer
 
of
the
 
Warwick
 
Business
 
School,
 
UK
 
(1992-1996)
 
and
 
has
 
published
 
35
scholarly reviewed papers
 
in top rated academic journals.
Alice Gregoriadi
Independent Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Member
Remuneration Committee – Member
Board
 
Digital
 
and
 
Transformation
Committee – Chairwoman
Year of birth: 1968
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
In the past, Mrs.
 
Gregoriadi had also
 
the following significant posts: Hellenic
Corporation
 
of
 
Assets
 
&
 
Participations
 
(HCAP),
 
Greece,
 
Non-Executive
Board
 
member,
 
Audit
 
Committee
 
member,
 
Corporate
 
Governance
 
and
Nominations
 
Committee
 
member
 
(February
 
2017
 
 
February
 
2021),
JPMorgan, London, UK, various posts as Managing Director (February 2010
 
May
 
2015),
 
IBOS Board
 
Director
 
(April
 
2010
 
 
August 2014),
 
ABN
 
Amro
Bank, Amsterdam, Netherlands & London, UK, various
 
posts as Managing /
Executive
 
Director
 
(November
 
2001
 
 
December
 
2009),
 
Citibank
 
NA,
London, UK, various
 
Senior Executive Director posts
 
(February 1994 – August
2001),
 
Clearing
 
House
 
Automated
 
Payments
 
System
 
(CHAPS),
 
UK,
 
Board
Director (June 1997 – July 2000).
She
 
holds
 
an
 
MBA
 
from
 
the
 
Manchester
 
Business
 
School,
 
UK
 
(1991-1993),
including an MBA international exchange program from
 
the E.J.Cox School
of
 
Management,
 
Texas,
 
USA
 
 
(1992),
 
an
 
Executive
 
Certification
 
on
Blockchain for business from University College London (2019), an Executive
Certification
 
on eCommerce
 
from
 
the
 
Darden
 
School of
 
Business, Virginia
University,
 
USA (2000)
 
and a
 
BSc in Business
 
Administration
 
from the
 
The
American College, Athens,
 
(1987-1990).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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Rajeev Kakar
Independent Non-Executive Director
Membership in Board Committees:
Audit Committee – Member
Board Risk Committee – Chairman
Nomination
 
&
 
Corporate
 
Governance
Committee – Member
Board
 
Digital
 
and
 
Transformation
Committee – Vice Chairman
Year of birth: 1963
Nationality: Indian
Number of shares in Eurobank Holdings:
 
-
Mr. Kakar is a senior international banker with 35 years of financial services
experience,
 
and
 
currently
 
also
 
serves
 
as
 
a
 
board
 
member
 
of
 
several
Financial
 
Institutions-
 
including
 
Commercial
 
International
 
Bank
 
(Egypt),
Gulf
 
International
 
Bank
 
Group
 
Board
 
(Bahrain),
 
Gulf
 
International
 
Bank
(Saudi Arabia), UTI Asset
 
Management Company Ltd. (India),
 
and is also a
Global Advisory Board member at the University of Chicago’s Booth School
of
 
Business.
 
In
 
the
 
past
 
Mr.
 
Kakar
 
has
 
also
 
served
 
as
 
board
 
member
 
on
several
 
international
 
financial
 
institutions/bank
 
boards
 
-
 
eg.,
 
as
 
Board
Member
 
of
 
Visa
 
International
 
CEEMEA
 
(United
 
Kingdom
 
2004-2006),
Chairman
 
of
 
the
 
BoD, Fullerton
 
Securities &
 
Wealth
 
Advisors
 
(New
 
Delhi,
India 2008-2017),
 
board Member
 
of Fullerton
 
India Credit
 
Company (India
2009-2017), Member of
 
the Board
 
of Commissioners,
 
Adira Dinamika
 
Multi
Finance Tbk, subsidiary of Bank Danamon (Indonesia 2010-2013), etc.
Between 2006-2018, Mr. Kakar served as
 
the Global Co-Founder of Fullerton
Financial
 
Holdings
 
(Singapore)
 
-
 
a
 
wholly
 
owned
 
subsidiary
 
of
 
Temasek
Holdings, Singapore.
 
In this
 
role, he
 
also concurrently
 
served as
 
Fullerton’s
Global CEO of Consumer Banking, Regional
 
CEO for Central Europe, Middle
East and
 
Africa, and
 
also as
 
the Founder,
 
Managing Director
 
and CEO
 
of
Dunia Finance (Fullerton’s UAE subsidiary). Prior to 2016, he was at Citibank
for
 
20
 
years
 
working
 
across
 
various
 
countries
 
and
 
held
 
various
 
senior
management
 
positions,
 
including,
 
his
 
most
 
recent
 
Citibank
 
assignment
where
 
he
 
served
 
as
 
the
 
Regional
 
CEO
 
&
 
Division
 
Executive
 
for
 
Citibank-
Turkey,
 
Middle East and Africa until Jan 2006.
Mr.
 
Kakar holds
 
an MBA,
 
Finance &
 
Marketing from
 
the Indian
 
Institute of
Management,
 
Ahmedabad
 
(India)
 
and
 
a
 
Bachelor
 
of
 
Technology,
Mechanical Engineering from the
 
Indian Institute of Technology (India).
Bradley Paul Martin
Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Member
Nomination
 
&
 
Corporate
 
Governance
Committee – Vice Chairman
Year of birth: 1959
Nationality: Canadian
Number
 
of
 
shares
 
in
 
Eurobank
 
Holdings:
122.500
Mr. Martin also serves as a Vice
 
Chairman in Strategic Investments of the
Fairfax Financial Holdings, where
 
he has been a senior executive since
1998.
In the past Mr. Martin has also served
 
as: Member of the BoD, Bank of
Ireland (2013-2017), Chief Operating Officer
 
(COO), Fairfax Financial
Holdings (2006-2012) and Partner,
 
Torys LLP law firm (before
 
1998).
He holds a ΒΑ from Harvard University,
 
USA and an LLB from the
University of Toronto,
 
Canada.
Jawaid Mirza
Independent Non-Executive Director
Membership in Board Committees:
Audit Committee – Chairman
Nomination
 
&
 
Corporate
 
Governance
Committee – Member
Board
 
Digital
 
and
 
Transformation
Committee – Member
Remuneration Committee – Vice
 
Chairman
Year of birth: 1958
Nationality: Canadian
 
Number of shares in Eurobank Holdings:
 
-
Mr Mirza is a strong proponent
 
and practitioner of
 
international corporate
governance and brings with him over 35 years of diversified experience and
a
 
solid
 
track
 
record
 
in
 
all
 
facets
 
of
 
financial
 
and
 
risk
 
management,
technology, mergers
 
and acquisitions, business turnarounds and operation
management.
 
 
In
 
the
 
past,
 
Mr
 
Mirza
 
was
 
also
 
the
 
lead
 
Director
 
with
 
Commercial
International Bank of Egypt, as well as Independent
 
Non-Executive Director
with
 
South
 
Africa
 
Bank
 
of
 
Athens
 
(Johannesburg).
 
He
 
also
 
served
Commercial Bank of Egypt (CIB) as Managing Director & CEO of Consumer
Banking and Group COO.
 
Over the years, Mr Mirza has
 
worked with global
institutions
 
like
 
Citibank and
 
ABN AMRO
 
Bank Ltd
 
where
 
he
 
held
 
several
senior
 
positions
 
as
 
CFO
 
European
 
Region,
 
Managing
 
Director
 
and
 
Chief
Operating Officer for
 
Global Private Banking, Asset Management and New
Growth
 
Markets,
 
Chief
 
Financial
 
Officer
 
for
 
Asian
 
region
 
including
Australia/New
 
Zealand
 
and
 
Middle
 
East.
 
Mr
 
Mirza
 
led
 
several
 
due
diligences for acquiring
 
banks in Europe, Asia,
 
and Latin America.
 
Mr Mirza
was also a member
 
of the Top
 
Executive Group
 
(TEG) of ABN
 
AMRO Bank
as well as member of the Group
 
Finance and Group COO Board.
 
 
Mr Mirza
 
also serves
 
as Non-Executive
 
Independent Director
 
of AGT
 
Food
& Ingredients (Canada), IDRF (Canada).
 
 
Mr
 
Mirza
 
holds
 
various
 
business
 
management
 
courses
 
from
 
reputable
institutions like Queens Business school, Wharton Business school, Stanford
Graduate
 
School
 
of
 
Business
 
and
 
is
 
also
 
a
 
member
 
of
 
the
 
Institute
 
of
Corporate Directors, Canada.
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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37
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Irene Rouvitha Panou
Independent Non-Executive Director
Membership in Board Committees:
Nomination & Corporate Governance
Committee – Chairwoman
Audit Committee – Vice Chairwoman
Year of birth: 1958
Nationality: Cypriot
Number of shares in Eurobank Holdings: -
Mrs.
 
Rouvitha
 
Panou
 
is
 
Trustee
 
of
 
UK-based
 
Stelios
 
Philanthropic
Foundation
 
(since May
 
2022) and
 
Member of
 
the
 
Advisory Council
 
of The
School
 
of Economics
 
and Management
 
at
 
the
 
University
 
of
 
Cyprus (since
May 2020). In the past, she had the following
 
significant posts: Chair of the
Board
 
of
 
Cyta
 
(Cyprus’
 
leading
 
integrated
 
electronic
 
communications
provider)
 
for
 
two
 
consecutive
 
tenures
 
(July
 
2016-July
 
2021),
 
Chair
 
of
 
the
Pensions & Grants
 
Fund of the Personnel
 
of Cyta (January 2019-July 2021),
Board member of Τhe Cyprus Employers
 
and Industrialists Federation
 
(May
2020-July 2021)
 
and of Vassiliko
 
cement public
 
company in
 
Cyprus, where
she
 
was
 
Member
 
of
 
the
 
Board
 
Audit
 
Committee (February
 
2012-October
2014),
 
Independent
 
Non-Executive
 
Director
 
of
 
Alpha
 
Bank
 
Group
subsidiaries
 
(Alpha
 
Bank
 
Romania,
 
Alpha
 
Bank
 
Cyprus,
 
Alpha
 
Leasing
 
in
Greece),
 
where
 
she
 
was
 
Chair/Member
 
of
 
the
 
Board
 
Audit,
 
Risk
 
and
Remuneration
 
Committees (November
 
2014-April 2020).
 
She was
 
Chair of
the
 
Board
 
of
 
The
 
Cyprus
 
Development
 
Bank
 
following
 
the
 
Bank’s
privatisation
 
(September
 
2008-April
 
2014).
 
She
 
worked
 
at
 
Laiki
 
Group
(HSBC
 
associate
 
bank)
 
(October
 
1991-November
 
2006)
 
where
 
she
 
was,
among
 
others,
 
Group
 
General
 
Manager
 
(January
 
2000-November
 
2006)
and
 
Managing
 
Director
 
of
 
Laiki
 
Bank
 
Hellas
 
SA
 
(April
 
2002-November
2006),
 
also
 
serving
 
as
 
Director
 
on
 
the
 
Boards
 
of
 
Laiki
 
Group
 
and
 
its
subsidiaries in
 
Greece and
 
Australia. She
 
held senior
 
positions in
 
the field
of
 
management
 
and
 
financial
 
services
 
consulting
 
based
 
in
 
Boston,
 
USA
(June 1994-September 1991).
She graduated from the
 
London School of Economics, UK (B.Sc. Economics,
Metcalfe Scholar) and continued with postgraduate studies at University of
Cambridge,
 
UK
 
(M.Phil.
 
Economics)
 
and
 
the
 
Massachusetts
 
Institute
 
of
Technology,
 
USA (Master of Science in Management, Fulbright Scholar).
 
Cinzia Basile
Independent Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Vice Chairwoman
Remuneration Committee – Chairwoman
Year of birth: 1971
Nationality: Italian
Number of shares in Eurobank Holdings:
 
-
In the
 
past, Mrs.
 
Basile had also
 
the following
 
significant posts: she
 
set up
and
 
ran
 
Credit
 
Suisse
 
AG’s
 
Investment
 
Bank
 
multi-asset
 
investment
management
 
business
 
(Custom
 
Markets)
 
in
 
the
 
UK,
 
Ireland
 
and
Luxembourg, Non-Executive Member of
 
the BoD and
 
Chair of
 
the Operating
and
 
Risk
 
Committee
 
of
 
Credit
 
Suisse
 
Custom
 
Markets,
 
a
 
sponsored
management company
 
of Credit
 
Suisse located
 
Luxembourg (August
 
2011
 
August
 
2017),
 
Non-Executive
 
Member
 
of
 
the
 
BoD
 
and
 
Chair
 
of
 
the
Operating
 
of
 
Custom
 
Markets
 
plc
 
and
 
Custom
 
Markets
 
QIAF,
 
sponsored
management companies of
 
Credit Suisse located
 
in Ireland (August 2011
 
August 2017), Non-Executive
 
Member of the BoD
 
and Chair
 
of the Operating
and Risk Committee of Custom
 
Markets QIAF a subsidiary
 
of Credit Suisse
located in Ireland (August 2011 – August 2017).
She holds a Juris Doctor
 
Degree from the University of Rome “La Sapienza”,
Italy and
 
she
 
was awarded
 
a Thesis
 
Scholarship
 
(derivative
 
instruments),
London School of Economics, UK.
Efthymia Deli
Non-Executive Director, Representative
 
of
the Hellenic Financial Stability Fund under
Law 3864/2010
Membership in Board Committees:
Audit Committee – Member
Board Risk Committee – Member
Remuneration Committee – Member
Nomination & Corporate Governance
Committee – Member
Board Digital and Transformation
Committee – Member
Year of birth: 1969
Nationality: Greek
Number of shares in Eurobank Holdings:
 
-
In
 
the
 
past,
 
Mrs.
 
Deli
 
had
 
also
 
the
 
following
 
significant
 
posts:
 
Project
Management
 
Office,
 
New
 
Hellenic
 
Postbank
 
(merged
 
with
 
Eurobank
Ergasias)
 
(January
 
2014
 
 
August
 
2015),
 
Deputy
 
General
 
Manager
 
at
Hellenic Postbank (February 2012 – December 2013), Interim Chief Executive
Officer
 
(CEO)
 
at
 
T Bank
 
(former
 
Aspis Bank)
 
(July 2011
 
– December
 
2011),
Deputy General
 
Manager
 
at
 
Hellenic
 
Postbank
 
(March
 
2008
 
 
July 2011),
Director,
 
Strategic
 
Analysis
 
Division,
 
(Marfin)
 
Egnatia
 
Bank
 
(September
2004
 
 
March
 
2008),
 
Director,
 
Customer
 
Relationship
 
Management
Division, Egnatia Bank (May 2002 – September
 
2004), Senior Advisor to the
Management,
 
Strategic
 
Planning
 
and
 
Economic
 
Research
 
Division,
National Bank of Greece (1999 – March 2002).
She holds a MSc in Analysis, Design and Management Information Systems
(MIS) from the
 
London School of Economics
 
and Political
 
Science (LSE), UK
and
 
a
 
BSc
 
in
 
Statistics
 
from
 
the
 
Athens
 
University
 
of
 
Economics
 
and
Business.
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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TO THE REPORT OF THE DIRECTORS
 
38
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The short CV of the Secretary to the
 
BoD is the following:
Ioannis Chadolias
Secretary to the
 
BoD, Head of Group
 
Company Secretariat
Sector
Secretary to the following
 
Board Committees:
Remuneration Committee
Nomination & Corporate Governance
 
Committee
Board Digital and Transformation
 
Committee
Year of birth: 1970
Nationality: Hellenic
Number of shares: 8.216
Mr.
 
Chadolias
 
is responsible
 
to provide
 
effective
 
company
secretarial support to
 
the Board
 
and Board Committees
 
of
Eurobank
 
and
 
Eurobank
 
Holdings
 
as
 
well
 
as
 
to
 
their
 
most
important
 
Executive
 
Committees,
 
and
 
to
 
safeguard
 
the
integrity of
 
the
 
corporate
 
governance
 
framework
 
of
 
these
companies.
Mr. Chadolias has
 
served within Eurobank
 
Group as Deputy
Company Secretary (September 2016
 
– January 2021),
 
Head
of Group Corporate
 
Governance Division
 
(September 2009
 
August
 
2016)
 
and
 
Subsidiaries
 
Control
 
and
 
Compliance
Manager (December 2006 – September 2009).
He
 
holds
 
a
 
Master
 
of
 
Science
 
(MSc)
 
in
 
Project
 
Analysis,
Finance and Investment
 
from the
 
University of York
 
(United
Kingdom),
 
a
 
Bachelor
 
Degree
 
in
 
Economics
 
from
 
the
Economic
 
University
 
of
 
Athens
 
(Greece)
 
and
 
several
professional qualifications.
There
 
are no restrictions
 
in the
 
re-election and cessation
 
of Directors in
 
the HoldCo’s
 
and Eurobank’s
 
Articles of Association.
In all cases of members whose
 
membership has lapsed, the Board is entitled to
 
continue the management and representation
of the HoldCo
 
and Eurobank, without being
 
obliged to replace
 
the lapsed members, provided that the
 
number of the
 
remaining
members exceeds half of the number of the
 
members prior to the event
 
that led to the lapse of their
 
membership and, in any
case, is not less than three (3).
 
According to the
 
HoldCo’s and Eurobank’s
 
Articles of Association,
 
in compliance with
 
Law 4548/2018, the
 
Board may consist
of three
 
(3) to
 
fifteen (15)
 
members, while,
 
under the
 
TRFA,
 
this range
 
has been specifically
 
set to
 
be between
 
seven (7)
 
and
fifteen (15)
 
members
 
(including the
 
representative
 
of
 
the
 
HFSF).
 
In addition,
 
according
 
to
 
the
 
TRFA,
 
(a)
 
the
 
number
 
of
 
the
Board’s members
 
must always be odd, (b) the
 
majority of the directors
 
must be non
-
executive members
 
with at least half
 
of
the
 
non
-
executive
 
members
 
(rounded
 
to
 
the
 
nearest
 
integer)
 
and
 
in
 
any
 
case
 
not
 
less
 
than
 
three
 
(3)
 
(excluding
 
the
representative of the
 
HFSF), being independent non
-
executive members, in accordance with the provisions
 
of Law 4706/2020
on corporate governance
 
,
 
the European Commission Recommendation
 
2005/162/EC and the Joint ESMA and EBA Guidelines
on the
 
“Assessment
 
of the
 
suitability of members
 
of the
 
management body and
 
key function
 
holders” (EBA/GL/2021/06)
 
and
(c) the Board should include at least two
 
(2) executive members. For
 
2022, the NomCo at its meetings held
 
on 24.5.2022 and
14.12.2022 reviewed the independence criteria set
 
out above and
 
concluded that the five
 
Independent Non-Executive Members
continue to meet the
 
relevant independence criteria. For
 
any differentiations
 
from TRFA’s
 
provisions the
 
HFSF’s prior consent
should be received.
 
Furthermore,
 
according to the
 
HFSF corporate
 
governance review
 
criteria developed
 
as per the
 
relevant
provisions of Law 3864/2010, the
 
target size of the Board should be up to thirteen (13) members.
 
2.3
HFSF and Tripartite Relationship Framework
 
Agreement (TRFA)
The
 
first
 
economic
 
adjustment
 
programme
 
for
 
Greece
 
required
 
the
 
establishment
 
of
 
the
 
HFSF,
 
funded
 
by
 
the
 
Greek
government
 
out
 
of
 
the
 
resources
 
made
 
available
 
by
 
the
 
IMF
 
and
 
the
 
EU,
 
to
 
ensure
 
adequate
 
capitalisation
 
of
 
the
 
Greek
banking
 
system.
 
The
 
HFSF
 
was established
 
in July
 
2010
 
and its
 
duration,
 
originally
 
set
 
until 30
 
June 2017,
 
was
 
repeatedly
extended until 31 December 2025.
 
In Eurobank’s
 
case, the
 
support provided to
 
it by the
 
HFSF was through
 
the issuance of
 
new ordinary shares
 
covered
 
entirely
by
 
the
 
HFSF
 
with
 
the
 
contribution
 
of
 
bonds
 
issued
 
by
 
the
 
EFSF
 
and
 
owned
 
by
 
the
 
HFSF,
 
as
 
resolved
 
by
 
the
 
Eurobank’s
Extraordinary General
 
meeting on 30 April 2013.
Reflecting the HFSF’s status as a shareholder
 
of Eurobank Holdings (it currently
 
owns 1.4% of Eurobank
 
Holdings’ shares), and
following the
 
completion of the demerger,
 
Eurobank Holdings, the
 
Bank and the HFSF are parties to a Tripartite
 
Relationship
Framework
 
Agreement
 
(TRFA)
 
signed
 
on
 
23 March
 
2020
 
and amended
 
on
 
3 February
 
2022.
 
The
 
TRFA
 
allows
 
the
 
HFSF to
enforce
 
against the
 
Bank all the
 
rights which it
 
had against the
 
former
 
Eurobank
 
Ergasias S.A. under
 
an earlier Relationship
Framework
 
Agreement (RFA) between
 
it and Eurobank Ergasias S.A.
 
Accordingly, the TRFA,
 
among other matters, specifies the way HFSF’s rights, as derived from
 
the provisions of Law 3864/2010
(“HFSF Law”), were to be implemented, in particular on issues relating to the corporate governance
 
of Eurobank Holdings and
the Bank and the implementation
 
of the Bank’s NPEs management framework.
However,
 
the HFSF
 
Law has
 
been amended
 
by the
 
Law 4941/2022
 
(Government
 
Gazette A’113/16.06.2022)
 
and a
 
number of
provisions of the TRFA
 
either do not arise from the HFSF Law or directly contradict with it, therefore
 
the TRFA has become out
of date.
In
 
particular,
 
under
 
the
 
current
 
HFSF
 
Law
 
as
 
amended
 
by
 
Law
 
4941/2022,
 
the
 
HFSF
 
no
 
longer
 
has
 
the
 
right
 
to
 
carry
 
out
evaluations of Eurobank Holdings and the Bank’s corporate governance framework or the right to establish evaluation criteria
for their
 
Board members.
 
In addition,
 
the HFSF
 
representative
 
no longer
 
has the
 
right to convene
 
a General
 
Assembly or to
approve
 
the
 
CFO
 
or
 
to
 
veto
 
any
 
resolution
 
of
 
the
 
Board
 
which
 
may
 
jeopardise
 
depositors'
 
interests
 
or
 
materially
 
affect
liquidity,
 
solvency
 
or,
 
in
 
general,
 
the
 
prudent
 
and
 
orderly
 
operation
 
of
 
Eurobank
 
Holdings
 
and
 
the
 
Bank.
 
Moreover,
 
the
facilitation of the management of the Bank’s NPEs
 
has also been
 
removed from the remit of the HFSF which
 
has been modified
in such a way as to explicitly and visibly envisage the
 
effective disposal
 
of the shares it
 
owns in Eurobank Holdings,
 
based on
a divestment strategy,
 
with a specific time horizon until 31 December 2025.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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However,
 
under the current HFSF Law, the HFSF has the right to appoint one Director to the Board and this representative has
the
 
right to
 
veto
 
any Board
 
resolutions
 
relating
 
to corporate
 
changes that
 
can
 
significantly affect
 
HFSF’s participation
 
to
Eurobank Holdings share capital (anti-dilution protection). Regarding the right of the HFSF’s representative to veto any Board
resolution related to dividend distributions or the remuneration policy and proposed bonuses to Board members and General
Managers or
 
their deputies,
 
the current
 
HFSF Law
 
provides
 
that
 
this is
 
applicable to
 
credit institutions
 
whose ratio
 
of non-
performing loans to total loans
 
exceeds 10%. It
 
is noted that in
 
Eurobank’s case, this ratio stands at 5.6%
 
(Source: Press Release
of Financial Results for the Nine Months of 2022).
Moreover,
 
the representative
 
of the HFSF
 
has the right
 
to request Eurobank
 
Holdings or the
 
Bank’s Board to
 
be convened or
any Board meeting to be adjourned for up to 3 business days.
2.4
Division of responsibilities
There is a clear division of responsibilities at
 
the head of the HoldCo and the Bank
 
between the proper operation of the Board,
attributed
 
to
 
the
 
Chairperson,
 
and
 
the
 
day-to-day
 
management
 
and
 
control
 
of
 
the
 
HoldCo’s
 
and
 
the
 
Bank’s
 
business,
attributed to the Chief Executive
 
Officer (CEO) and
 
the Deputy CEOs. The
 
roles of Chairperson and
 
CEO are not exercised
 
by
the same person.
 
Chairperson
 
The
 
Chairperson of
 
the HoldCo’s/Bank’s
 
Board is
 
a Non-Executive
 
Director and
 
does not
 
serve as
 
Chairperson of
 
either
 
the
Risk or Audit Committees. The Chairperson, who is elected unanimously by all the Board members (including the Independent
Non-Executives) as
 
per the
 
L. 4548/2018
 
and the
 
Articles of
 
Association,
 
chairs the
 
Board and
 
is responsible
 
for
 
the overall
effective and efficient
 
operation and organization
 
of its meetings.
 
The Chairperson is responsible to:
organize and coordinate the work
 
of the Board
 
set the Board’s
 
agenda and ensure that
 
adequate time is available
 
for discussion of
 
all agenda items, in particular
strategic issues
promote a culture of open-mindedness and constructive dialogue
 
facilitate and promote the establishment of good and constructive relationships between the members of the Board
and the effective
 
contribution of all non-executive members
ensure that the Directors receive accurate, timely and clear information and that their developmental needs are met,
with the view of enhancing the effectiveness
 
of the Board as a team
ensure continuous and
 
clear communication
 
with the
 
representatives
 
of the
 
Ministry of Finance,
 
the BoG,
 
the HFSF
and of other public authorities
ensure that the Board as
 
a whole has a satisfactory understanding of the views of the
 
shareholders
 
ensure effective
 
communication
 
with all
 
shareholders
 
as well
 
as the
 
fair and
 
equitable treatment
 
of their
 
interests
and the development of constructive
 
dialogue with them in order to understand their
 
positions
work closely with the CEO and Corporate
 
Secretary to prepare the BoD and to fully
 
inform its members
The Board has also elected a
 
Vice-Chairperson. The Vice-Chairperson who is a Non-executive Director, supports the Chair and
acts as a liaison between the Chair and the members
 
of the Board.
It is noted that the Board
 
has not appointed a Senior Independent Director.
CEO
The HoldCo’s/Bank’s
 
CΕΟ is accountable for
 
and manages strategy
 
development and
 
implementation in
 
line with the
 
vision
of the Group. He is responsible for
 
leading the organisation to the
 
achievement of its objectives.
 
Executive Directors
The HoldCo/Bank’s
 
Executive Directors
 
(i.e. the
 
HoldCo’s/Bank’s CEO
 
and Deputy CEOs)
 
have responsibilities
 
for the
 
day-to-
day management
 
and control
 
of the
 
Group
 
and the
 
implementation
 
of its
 
strategy
 
defined by
 
the
 
Board.
 
In addition,
 
the
HoldCo’s/Bank’s
 
Executive
 
Directors
 
are
 
responsible
 
to
 
a)
 
consult
 
regularly
 
with
 
the
 
non-Executive
 
Directors
 
on
 
the
appropriateness
 
of
 
the
 
implemented
 
strategy,
 
b) to
 
provide
 
updates
 
to
 
the
 
Board
 
(in
 
collaboration
 
with
 
the
 
other
 
senior
managers of the HoldCo/Bank) regarding the market
 
and any other developments that
 
affect the HoldCo/Bank and c) inform
the Board
 
without delay in writing,
 
either jointly or
 
separately,
 
by submitting a report
 
with their
 
estimates and proposals,
 
of
situations of crises or risks that are expected to influence the financial situation
 
of the HoldCo/Bank.
The
 
HoldCo’s/Bank’s
 
CEO and
 
Deputy CEOs
 
exercise
 
their
 
responsibilities
 
as these
 
are defined
 
in the
 
HoldCo’s
 
and Bank’s
Internal Governance Control
 
Manuals (IGCMs) which are approved by the respective
 
HoldCo’s/Bank’s Board. The
 
HoldCo and
Bank
 
IGCMs
 
which
 
meet
 
the
 
legal
 
and
 
regulatory
 
requirements
 
on
 
corporate
 
governance
 
issues,
 
describe
 
the
 
overall
framework
 
by which Eurobank Holdings and Bank are directed
 
and controlled.
Non-Executive Directors
The
 
non-Executive
 
Directors
 
are
 
responsible
 
for
 
the
 
overall
 
promotion
 
and
 
safeguarding
 
of
 
the
 
HoldCo’s
 
and
 
the
 
Bank’s
interests. In
 
addition, the
 
non-Executive Directors
 
monitor and
 
examine the
 
strategy
 
and its
 
implementation,
 
as well
 
as the
achievement
 
of the
 
objectives,
 
ensure effective
 
supervision
 
of the
 
executive
 
members,
 
including
 
monitoring and
 
control
 
of
their
 
performance,
 
examine
 
and
 
express
 
opinions
 
on
 
the
 
proposals
 
submitted
 
by
 
the
 
Executive
 
Directors
 
on
 
the
 
basis
 
of
existing information and approve,
 
revise and oversee the
 
implementation of the remuneration
 
policy at Group level.
 
The non-Executive Directors may request, in accordance with HoldCo’s/Bank’s established, internal procedures, to contact the
executives of the company’s senior management through
 
regular presentations by the
 
heads of departments and services.
The
 
non-Executive
 
Directors
 
meet
 
at
 
least
 
annually,
 
or
 
exceptionally
 
when
 
judged
 
appropriate
 
without
 
the
 
presence
 
of
executive members
 
in order
 
to discuss
 
the performance
 
of the
 
latter.
 
At these
 
meetings the
 
non-Executive Directors
 
do not
 
 
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act as a de
 
facto body or
 
a committee of the
 
Board. In 2022, the
 
HoldCo’s/Bank’s non-Executive
 
Directors had scheduled
 
to
meet
 
twice,
 
on
 
30.06.2022
 
and
 
15.12.2022,
 
however
 
the
 
meeting
 
on
 
15.12.2022
 
took
 
place
 
on
 
26.01.2023
 
due
 
to
 
the
 
tight
schedule of the quarterly Board and Board
 
Committees’ meetings in December 2022.
The HoldCo and the Bank encourage the non-executive Directors to take care of
 
their information regarding all the issues that
the respective Board deals with.
The Independent non-Executive Directors have the
 
duty, to submit, each one of them or jointly, to the Annual or Extraordinary
General Meeting of Shareholders,
 
their own reports other
 
than those of the Board.
 
2.5
Operation of the
 
Board
The way
 
that the
 
Board operates,
 
including the manner
 
in which it meets
 
and takes decisions
 
and the procedures
 
it follows,
taking into account the relevant provisions of the HoldCo’s/Bank’s
 
Articles of Association and the mandatory legal provisions,
is
 
described in
 
the
 
HoldCo’s/Bank’s
 
IGCM,
 
which is
 
approved
 
by
 
the
 
respective
 
HoldCo’s/Bank’s
 
Board
 
and is
 
drawn
 
up in
compliance with legal and regulatory requirements on corporat
 
e
 
governance issues.
 
Board Meetings
The
 
Board
 
meets regularly
 
every
 
quarter and
 
on an
 
ad hoc
 
basis, whenever
 
the
 
law or
 
the HoldCo’s
 
and the
 
Bank’s needs
necessitate it. For each calendar year and within the 3rd Quarter of the preceding year, the
 
Board adopts an annual calendar
of Board
 
and Board
 
Committees meetings
 
and an annual
 
action plan, which
 
is revised
 
according to
 
the developments
 
and
needs, in order
 
to ensure the
 
correct, complete and
 
timely fulfilment
 
of its tasks, as well
 
as the examination
 
of all matters on
which it
 
takes
 
decisions.
 
All updates
 
/ amendments
 
in the
 
adopted annual
 
calendar
 
of
 
Board
 
and Board
 
Committees are
promptly communicated to Board and Board
 
Committees’ members so that they make
 
the necessary planning.
 
The Board meetings take place given at least two (2)
 
business days’ notice or at
 
least five (5) business
 
days’ notice, if a specific
meeting is
 
held outside the
 
HoldCo/Bank’s registered
 
office, as
 
per Company Law
 
4548/2018 provisions.
 
The invitation
 
must
also mention with
 
clarity the agenda subjects, otherwise
 
a decision is taken only
 
when all members of
 
the Board are
 
present
or represented
 
and nobody
 
objects
 
to the
 
convocation
 
of the
 
meeting
 
and to
 
the
 
taking
 
of decisions.
 
Submissions
 
to the
Board are normally circulated together
 
with the agenda.
In addition, according
 
to the TRFA
 
provisions the
 
Board informs
 
the HFSF Representative
 
and the Observer
 
on the activities
and
 
the
 
decisions
 
of the
 
Board
 
and
 
to
 
that
 
end it
 
shall
 
notify
 
to
 
them
 
the
 
agenda
 
together
 
with
 
the
 
relevant
 
supporting
material at
 
least three (3)
 
business days prior
 
to the
 
Board meeting, otherwise,
 
unless an emergency
 
case unforeseeable
 
by
the HoldCo/Bank exists,
 
the HFSF Representative
 
is entitled to request a
 
postponement of the
 
Board meeting which shall
 
be
resumed the
 
earliest after three
 
(3) business days, provided
 
that the
 
aforementioned
 
documents are provided
 
to him/her on
time. In case where
 
an item on the
 
agenda requires, as per
 
TRFA provisions,
 
the prior HFSF
 
consent, the HoldCo/Bank
 
should
not submit
 
it for
 
approval to
 
the Board
 
before HFSF
 
consent is granted,
 
unless otherwise
 
agreed between
 
the HoldCo/Bank
and the HFSF.
 
For urgent matters,
 
the Board may approve
 
matters subject to subsequent HFSF consent.
 
 
Dissemination of Information
The Board
 
utilises technological
 
tools with
 
the necessary
 
security specifications
 
for real-time
 
information
 
and facilitates
 
the
connection and information of members.
The
 
CEO
 
and
 
senior
 
management
 
shall
 
ensure
 
that
 
any
 
information
 
necessary
 
for
 
the
 
performance
 
of
 
the
 
duties
 
of
 
the
members of the Board
 
is available to them at any time.
Quorum in the Board Meetings
The
 
Board
 
is
 
considered
 
to
 
be
 
in
 
quorum
 
and
 
meets
 
validly
 
when
 
at
 
least
 
half
 
plus
 
one
 
of
 
its
 
members
 
are
 
present
 
or
represented.
 
The
 
number of
 
the
 
present
 
or represented
 
members
 
is not
 
allowed
 
to be
 
less than
 
three
 
(3). For
 
defining the
quorum any
 
resulting
 
fraction
 
is
 
omitted. Decisions
 
of
 
the
 
Board
 
are
 
taken
 
by
 
absolute
 
majority of
 
the
 
Directors
 
that
 
are
present or represented. In case of parity of votes, the
 
vote of the Chairperson of the
 
Board does not prevail.
 
Board Decisions and Minutes
Decisions are taken
 
following discussions
 
which exhaust the
 
agenda items to the
 
satisfaction of
 
all members present.
 
Board
meetings minutes are kept by the Company Secretary of the
 
Board, are approved
 
at subsequent Board meetings and signed
by all members present.
 
Finally, the drawing up and
 
signing of minutes
 
by all the members of
 
the Board or their representatives
is equal to a decision of the Board, even if no meeting has
 
preceded.
Company Secretary
The HoldCo’s/Bank’s
 
Board is
 
supported by
 
a competent, qualified
 
and experienced
 
Company Secretary
 
in order
 
to comply
with
 
internal
 
procedures
 
and
 
policies,
 
relevant
 
laws
 
and
 
regulations
 
and
 
to
 
operate
 
effectively
 
and
 
efficiently.
 
The
HoldCo’s/Bank’s
 
Company Secretary
 
is a
 
senior management
 
officer
 
who is
 
appointed and
 
dismissed by
 
the
 
Board on
 
the
proposal of the Chair.
 
The
 
Company
 
Secretary
 
is
 
the
 
head
 
of
 
the
 
Group
 
Company Secretariat
 
which is
 
a
 
sector of
 
the
 
Bank.
 
Among others,
 
the
Company Secretary is responsible,
 
in consultation with
 
the Chair,
 
for ensuring immediate,
 
clear and complete information
 
of
the Board and
 
Board Committees, the
 
inclusion of new members,
 
the organisation
 
of General Meetings
 
of Shareholders, the
facilitation of
 
communication of shareholders
 
with the Board
 
and the facilitation
 
of communication of the
 
Board with senior
management.
In addition, the Company Secretary is responsible for
 
advising the Board through the
 
Chairperson on all governance matters
and ensuring that the Board procedures
 
are complied with.
All members
 
should have
 
access to
 
the advice
 
and services
 
of the
 
Company Secretary,
 
who is
 
responsible to
 
facilitate
 
their
induction and assist them with their professional
 
development.
 
 
 
 
 
 
 
 
 
 
 
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2.6
Attendance of Board members in the
 
Board and Board Committees
In accordance with HoldCo’s and Bank’s Board and Board
 
Committees’ Attendance Policy,
 
the Board members are
 
expected
to attend all Board and Board Committees’ meetings to which they
 
are appointed.
 
It
 
is
 
accepted,
 
though,
 
that
 
the
 
Board
 
members
 
may
 
be
 
unable
 
to
 
attend
 
some
 
meetings
 
due
 
to
 
conflicts
 
with
 
other
commitments or other
 
unforeseen circumstances.
 
In this context, a mandatory minimum
 
attendance of not less than
 
85% for
each member
 
should be achieved
 
every calendar
 
year.
 
Individual meetings up
 
to 15% can
 
be missed only if
 
a valid excuse is
provided.
In
 
addition,
 
according
 
to
 
L.
 
4706/2020,
 
in
 
case
 
of
 
unjustified absence
 
of
 
a
 
Board
 
member
 
in
 
at
 
least
 
two
 
(2)
 
consecutive
meetings of the Board, this member shall be
 
considered as resigned. This resignation is established by a
 
decision of the Board,
which replaces the member,
 
in accordance with the procedure
 
provided by the Law.
During 2022 the average
 
Directors’ of HoldCo and Eurobank Board
 
attendance was as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2022
2021
2022
2021
HoldCo
20
19
99.6%
99.6%
Bank
 
21
20
98%
99%
During 2022, at
 
individual level,
 
the attendance
 
of all the
 
Directors to the
 
Board, stood
 
above the
 
85% threshold.
 
Moreover,
in all the cases
 
of missed Board attendances
 
in the period,
 
representation proxies
 
have been provided,
 
leading to an overall
attendance (physical and under representation)
 
of 100%.
In particular, the Directors’
 
attendance rates at the
 
Board meetings in 2022 were the
 
following:
Eurobank Holdings Board
Eurobank Board
Eligible to attend
Attended in
person (#
and %)
Eligible
to
attend
Attended in
person
 
(# and %)
Georgios Zanias,
Chairperson, Non-Executive Director
20
20
100%
21
21
100%
Georgios Chryssikos,
Vice-Chairperson, Non-Executive Director
20
20
100%
21
21
100%
Fokion
 
Karavias,
Chief Executive Officer
1
20
20
100%
21
19
90%
Stavros Ioannou,
Deputy Chief Executive Officer
20
20
100%
21
21
100%
Konstantinos Vassiliou,
Deputy Chief Executive Officer
20
20
100%
21
21
100%
Andreas Athanassopoulos,
Deputy Chief Executive Officer
20
20
100%
21
21
100%
Bradley Paul Martin,
Non-Executive Director
20
20
100%
21
21
100%
Rajeev Kakar,
Non-Executive Independent Director
2
20
19
95%
21
19
90%
Jawaid Mirza,
Non-Executive Independent Director
20
20
100%
21
21
100%
Alice Gregoriadi,
Non-Executive Independent Director
20
20
100%
21
21
100%
Irene Rouvitha Panou,
Non-Executive Independent Director
1
20
20
100%
21
20
95%
Cinzia Basile,
Non-Executive Independent Director
20
20
100%
21
21
100%
Efthymia Deli,
Non-Executive Director, HFSF Representative
20
20
100%
21
21
100%
1
Mr. Fokion
 
Karavias and Mrs. Irene Rouvitha Panou provided representation proxies for
 
the missed meetings in Eurobank
 
2
Mr. Rajeev Kakar provided representation
 
proxies for the missed meetings in Eurobank
 
Holdings and Eurobank
The average Director’s attendance rates to HoldCo’s and Eurobank’s Board Committees, along with
 
the individual attendance
rates per Board Committee are presented separately,
 
under the subsection of the present Corporate Governance
 
Statement,
referring to the
 
Board Committees.
 
2.7
Directorships of Board members
The
 
directorships
 
of
 
the
 
Board
 
members
 
(including
 
significant
 
non-executive
 
commitments
 
to
 
companies
 
and
 
non-profit
organisations)
 
are
 
notified
 
before
 
their
 
appointment
 
to
 
the
 
Nomination
 
&
 
Corporate
 
Governance
 
Committee
 
(NomCo)
Chairperson and/or the NomCo in accordance
 
with the HoldCo and Bank External Engagements Policy.
 
In parallel, the Board
members notify changes regarding their
 
directorships to the Bank Group Company Secretariat
 
as soon as they occur.
The number of directorships which may be held by the Board
 
members at the same time
 
comply with the provisions
 
of art. 83
of the
 
Law 4261/2014 (Law), according
 
to which the
 
Directors shall not
 
hold more than
 
one (1) of
 
the following
 
combinations
 
 
 
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of directorships
 
at the
 
same time:
 
a) one
 
(1) executive
 
directorship with
 
two (2)
 
non-executive directorships;
 
and b)
 
four
 
(4)
non-executive
 
directorships.
 
This
 
restriction
 
is not
 
applied to
 
directorships
 
within the
 
Group.
 
Bank of
 
Greece
 
(BoG) as
 
the
competent authority may allow Board members to hold
 
one (1) additional non-executive directorship.
 
In addition, it is noted
 
that directorships in organizations,
 
which do not pursue predominantly
 
commercial objectives,
 
do not
count for regulatory purposes.
In the context of Board’s
 
overall
 
effectiveness assessment
 
through which the
 
NomCo assesses annually the
 
knowledge, skills,
experience and contribution of individual Board members and of the Board collectively
 
and reports to the Board accordingly,
the Board
 
members’
 
directorships were
 
also reviewed.
 
The
 
relevant review
 
revealed
 
that all
 
Board members
 
are compliant
with the Law’s provisions.
HoldCo and Eurobank Board
 
Members’ Directorships (including Directorships within Eurobank
 
Group) as at 31.12.2022
Georgios Zanias –
Chairperson, Non-Executive Director
 
Foundation for
 
Economic and Industrial Research (IOBE) –
Board Member
1
Georgios Chryssikos –
Vice-Chairperson, Non-Executive Director
 
Grivalia Management Company S.A. –
Vice Chairman, Non-Executive Director
 
Grivalia Hospitality S.A. –
Chairman of the BoD, Chief Executive Officer
Fokion
 
Karavias –
Chief Executive Officer
 
Hellenic Bank Association (HBA) –
BoD Member
1
Stavros Ioannou
– Deputy Chief Executive Officer
 
Grivalia Management Company S.A. –
Non-Executive Director
 
Be-Business Exchanges S.A. of Business Exchanges Networks and Accounting and Tax Services
 
 
 
C
hairman
 
Eurobank Direktna a.d. Beograd –
Non-Executive Director
2
 
Eurobank Cyprus Ltd –
Non-Executive Director
2
 
Eurobank Bulgaria AD –
Non-Executive Director, Supervisory Board
2
Konstantinos Vassiliou
– Deputy Chief Executive Officer
 
Hellenic Exchanges – Athens Stock Exchange S.A. –
Non-Executive Director
 
Marketing Greece S.A. –
Non-Executive Director
1
 
Eurolife FFH General
 
Insurance Single Member S.A –
Vice Chairman, Non-Executive Director
3
 
Eurolife FFΗ Life Insurance
 
Single Member S.A. –
Vice Chairman, Non-Executive Director
3
 
Eurolife FFH Insurance
 
Group Holdings S.A.
– Vice Chairman, Non-Executive Director
3
 
Eurobank Equities Investment Firm Single Member
 
S.A. –
Non-Executive Director
2
 
Eurobank Factors Single Member S.A. –
Chairman
2
 
Andreas Athanassopoulos
– Deputy Chief Executive Officer
 
Praktiker Hellas Trading
 
Single Member S.A –
BoD Member
 
Worldline Merchant Acquiring Greece
 
S.A –
Vice Chairman, Non-Executive Director
Bradley Paul Martin –
Non-Executive Director
 
Blue Ant Media Inc.-
Non-Executive Director
 
Resolute Forest Products
 
Ltd –
Non-Executive Director
 
AGT Food and Ingredients Inc –
Non-Executive Director
Rajeev Kakar –
Non-Executive Independent Director
 
Gulf International Bank, Bahrain –
Non-Executive Director
4
 
Gulf International Bank, Kingdom of Saudi Arabia –
Non-Executive Director
4
 
Commercial International Bank (CIB)
 
Non-Executive Director
 
UTI Asset Management Co. Ltd (UTIAMC) –
Non-Executive Director
 
Jawaid Mirza –
Non-Executive Independent Director
 
AGT Food and Ingredients Inc –
Non-Executive Director
Alice Gregoriadi –
Non-Executive Independent Director
 
Hellenic Blockchain Hub –
Non-Executive Director
1
Cinzia Basile –
Non-Executive Independent Director
 
Creditis Servizi Finanziari S.p.A. –
Non-Executive Director
6
 
Brent Shrine Credit Union (trading name My Community Bank) –
Non-Executive Chair of the Board
1
 
Zenith Service S.p.A. –
Non-Executive Director
 
Nikko Europe Asset Management –
Non-Executive Director
5
 
Nikko AM Global Umbrella Fund
 
– Non-Executive Director
5
 
Fincentro Finance S.p.A
. – Non-Executive Director
6
Irene Rouvitha Panou –
Non-Executive Independent Director
 
Stelios Philanthropic Foundation
 
Member of the Board of Trustees
1
Efthymia P.
 
Deli –
Non-Executive Director, HFSF Representative
 
None
 
 
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1
Organization that does not pursue predominantly commercial objectives
2
 
Company that
 
belongs to
 
Eurobank Group
 
and along
 
with directorships
 
in HoldCo,
 
Eurobank
 
and the
 
other
 
companies of
 
the Group
 
is
considered as 1 (one) directorship for each Board member
3
 
Company that belongs
 
to Eurolife
 
FFH Group and
 
along with directorships in
 
the other
 
companies of that
 
group, is considered
 
as 1 (one)
directorship for each Board member
4
 
Company that belongs to Gulf International Bank Group and along with directorships in the
 
other companies of that group,
 
is considered
as 1 (one) directorship for each Board member
5
 
Company that belongs to
 
Nikko Asset Management Group
 
and along with
 
directorships in the other companies
 
of that group, is considered
as 1 (one) directorship for each Board member
6
Company that belongs to Columbus HoldCo S.a.r.l Group and along with directorships in the other
 
companies of that group, is considered
as 1 (one) directorship for each Board member
2.8
Conflicts of interest
The
 
Group,
 
based on
 
the
 
“Conflicts of
 
Interest
 
Policy”,
 
which is
 
approved
 
by HoldCo’s
 
and Eurobank’s
 
BoD, has
 
adopted a
series of policies, procedures, systems and controls for identifying, preventing and managing situations that give, or may give,
rise to actual, potential or perceived conflicts of interest
 
arising from the business activities of the Group.
To
 
avoid
 
situations
 
of
 
conflict
 
of
 
duties,
 
the
 
Group
 
has
 
procedures
 
which
 
segregate
 
executive
 
and
 
non-executive
responsibilities of the members of the Board, including the division of the responsibilities of the Chairperson of the Board with
the
 
executive
 
responsibilities
 
of
 
the
 
CEO.
 
More
 
specifically,
 
by
 
adopting
 
appropriate
 
procedures,
 
effective
 
segregation
 
of
duties
 
is
 
ensured,
 
so
 
as
 
to
 
avoid
 
cases
 
of
 
incompatible
 
roles,
 
conflicts
 
of
 
interest
 
between
 
the
 
members
 
of
 
the
 
Board
 
of
Directors,
 
Management
 
and Executives
 
and
 
between
 
the
 
Group,
 
its
 
transacting
 
parties
 
and/or the
 
malicious
 
use of
 
inside
information or assets.
The Group should be able to identify whether
 
an actual or potential conflict of interest exists to an extent that would impede
the Board members’ ability to perform
 
their duties independently and objectively (independence of mind) and, if so, to assess
its materiality in order to be able to proceed
 
with mitigating measures.
The Board members:
must comply
 
with the
 
high standards
 
and principles
 
of professional
 
ethics in
 
the performance
 
of their
 
duties, apply
 
the
principles of the “Conflicts of Interest Policy” and
 
refrain from any activity or conduct that is inconsistent with it.
 
must ensure they act
 
with independence of mind
 
i.e. be able
 
to make their own sound,
 
objective and independent decisions
and judgments.
according to article 97 par. 1 of Company Law 4548/2018, are prohibited from pursuing personal interests that run counter
to the interests of Holdings (or the Group) and must timely and adequately disclose to the other
 
members of the Board of
Directors any personal/own interests that may arise
 
from Holdings’ transactions which fall within their line of
 
responsibility,
as well
 
as any
 
other
 
potential, perceived
 
or actual
 
conflict of
 
interests that
 
may exist
 
between Holdings
 
or its
 
affiliated
undertakings (under article 32
 
of Law 4308/2014)
 
and themselves. Furthermore, they have to disclose to
 
the other members
of the Board, any
 
conflicts of interest
 
between Holdings and
 
their associated parties under
 
article 99 par. 2
 
of the Company
Law 4548/2018. Adequate disclosure on behalf of the Board members, as per the
 
above, is considered one that includes a
description of both the transaction
 
and their own interests.
 
must
 
ensure
 
the
 
privacy
 
and
 
the
 
confidentiality
 
of
 
non-publicly
 
available
 
information
 
and
 
refrain
 
from
 
behaviors
 
that
would constitute market abuse and conflict of interest.
In line with this framework,
 
Board members are required
 
to disclose, on an ongoing basis, any engagements, directorships or
interests they
 
hold with
 
any legal
 
entities outside
 
the Group
 
and to
 
provide
 
the Group
 
with any
 
information
 
(on a
 
“best of
their
 
knowledge”
 
basis)
 
that
 
may
 
be
 
required.
 
Board
 
members
 
are
 
required
 
to
 
disclose
 
any
 
issue
 
which,
 
taking
 
into
consideration the
 
Board’s agendas, may create a conflict of interest.
Board
 
Members are
 
committed to
 
inform
 
the
 
Group,
 
on an
 
ongoing basis
 
during their
 
tenure, for
 
any new
 
facts
 
that
 
may
affect the initial assessment
 
of the conflict of interest and independence of mind criterion.
All actual
 
or potential
 
conflicts of
 
interest at
 
the Board
 
level should
 
be adequately
 
communicated, discussed,
 
documented,
decided on
 
and duly
 
managed/mitigated by
 
the Group.
 
A member
 
of the
 
Board should
 
abstain from
 
voting on
 
any matter
where the member
 
has an identified conflict of interest.
2.9
Remuneration
Eurobank
 
Holdings
 
has
 
established
 
a
 
Board
 
of
 
Directors’
 
Remuneration
 
Policy
 
(Remuneration
 
Policy)
 
in
 
line
 
with
 
related
requirements of Law 4548/2018 (the Law)
 
(latest version of the Policy
 
approved by the
 
AGM on 21.7.2022).
 
The Remuneration
Policy
 
has been created
 
to satisfy
 
the pertinent
 
terms of
 
the Law
 
(articles 109,
 
110, 111,
 
112 and 114)
 
and it also
 
complies with
relevant stipulations of the
 
TRFA.
The Remuneration
 
Policy describes the
 
key components and considerations
 
of the remuneration
 
framework
 
for the
 
members
of the
 
Board and
 
its objective
 
is to
 
safeguard
 
that remuneration
 
is reasonable,
 
gender neutral
 
and sufficient
 
to retain
 
and
attract directors
 
with appropriate
 
skills and experience to
 
develop and
 
implement the Eurobank
 
Holdings’ business strategy
and
 
ensure
 
its
 
long-term
 
interests
 
and
 
sustainability,
 
while
 
avoiding
 
excessive
 
risk
 
taking.
 
This
 
is
 
achieved
 
through
 
the
continuous monitoring of market trends and best
 
practices on domestic and global levels and the setting of the remuneration
framework
 
which
 
defines
 
the
 
salary
 
structure
 
and
 
ranges,
 
in
 
order
 
to
 
attract
 
and
 
retain
 
talented
 
individuals
 
accordingly.
External,
 
independently
 
produced
 
benchmarking
 
analysis
 
of
 
the
 
remuneration
 
of
 
the
 
employees
 
of
 
the
 
financial
 
and
 
the
banking sector
 
in Greece,
 
is used
 
in establishing
 
the
 
Policy,
 
as well
 
as the
 
remuneration
 
framework
 
of the
 
members
 
of the
Board.
 
 
 
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In addition, regarding the Remuneration
 
Policy, it is noted
 
that:
The process
 
of its development is characterised
 
by objectivity and transparency.
The
 
Board
 
members
 
exercise
 
independent
 
judgment
 
and
 
discretion
 
when
 
approving
 
and
 
recommending
 
to
 
the
General Meeting its
 
approval and generally
 
when approving any remuneration,
 
taking into account both individual
performance and the
 
performance of the
 
company.
Eurobank Holdings produces, for each financial year, a Remuneration
 
Report concerning the remuneration and other
 
financial
benefits paid to each Executive and
 
Non-Executive Directors of the
 
Board during the
 
reporting financial year,
 
in line with the
requirements
 
of
 
Article
 
112
 
of
 
the
 
Law.
 
The
 
Eurobank
 
Holdings
 
Remuneration
 
Report
 
for
 
2021
(https://www.eurobankholdings
 
.gr/-/media/holding/omilos/grafeio
 
-tupou/etairikes-anakoinoseis/2022/etairiki-anakoinosi-
30-06-21/ekthesi-apodoxon-2021-eng.pdf)
 
has been approved
 
by the
 
Annual General
 
Meeting on 21.7.2022
 
and for
 
reasons
of transparency
 
and efficient information,
 
presents clearly the
 
additional remuneration
 
of the
 
Board members
 
participating
in committees.
 
The remuneration
 
of the executive Directors, as well as the
 
senior management of the company, are
 
related to the size of the
company, the
 
extent of their
 
responsibilities, the corporate
 
strategy,
 
the company's objectives
 
and their realisation,
 
with the
ultimate
 
goal
 
of avoiding
 
excessive
 
risk-taking
 
including with
 
respect
 
to direct
 
or indirect
 
sustainability risks
 
and creating
long-term value in the company.
 
In addition, regarding the remuneration
 
of the executive Directors, it is noted that:
The Stock Options that are provided
 
to them are completely matured after four
 
(4) years from the date of granting.
They have
 
not received
 
bonus during 2022,
 
therefore
 
there
 
was no need
 
for the
 
Board to examine
 
the refund
 
of all
or part of the bonus awarded to them, due to breach of contractual
 
terms or incorrect financial statements.
Due to
 
same
 
composition
 
of the
 
Board
 
of the
 
Eurobank
 
Holdings
 
with the
 
Board
 
of its
 
subsidiary Eurobank
 
and since
 
the
Directors
 
are
 
paid
 
solely
 
by
 
one
 
of
 
the
 
two,
 
that
 
being
 
the
 
Bank,
 
any
 
reference
 
to
 
the
 
remuneration
 
and
 
/or
 
the
 
benefits
payable to the Directors of Eurobank
 
Holdings, applies to the relevant remuneration
 
they receive as
 
Directors of the Bank.
The 2022 Board and
 
key management remuneration disclosure is included
 
in note 45
 
of the consolidated accounts
 
of Eurobank
Holdings and in compliance with
 
the provisions of the Company Law 4548/2018 and
 
in order to ensure adequate
 
transparency
to the market of the remuneration
 
structures and the associated risks, is uploaded at website
2.10
Board Role and Responsibilities
The principal duties and responsibilities of the
 
HoldCo / Bank’s Board are to:
review,
 
guide and approve
 
the strategy
 
(including the revision
 
of opportunities and risks
 
related to the
 
strategy), major
plans of
 
action, risk
 
policy,
 
business and restructuring
 
plans, set performance
 
objectives, monitor
 
performance,
 
oversee
and approve
 
major capital
 
expenditures, acquisitions,
 
divestitures
 
and formation
 
of new
 
entities including
 
creation
 
of
special purpose vehicles
ensure the existence of the necessary financial
 
and human resources, as
 
well as the existence of
 
an internal control system
approve the
 
annual budget and monitor its implementation on a quarterly basis
 
approve the
 
three-years business plan and monitor its implementation
review and
 
approve
 
at least annually the
 
risk strategy
 
and risk appetite and ensure
 
that it is
 
consistent with the
 
overall
business strategy,
 
capital plan, funding plan, restructuring plan and budget
receive and discuss
 
at least on a quarterly basis comprehensive
 
risk reports covering
 
all the main risks
 
and providing an
overview of the
 
key changes in the risk profile
 
versus risk targets and risk appetite
develop
 
and
 
deliver
 
the
 
objectives
 
in
 
the
 
agreed
 
restructuring
 
plan
 
under
 
the
 
HFSF
 
Law
 
and
 
for
 
taking
 
any
 
action
necessary to that effect
provide oversight
 
to senior management
 
along with
 
the strategic
 
orientation, approve
 
corporate
 
governance
 
practices
 
and corporate
 
values and
 
monitor their
effectiveness and compliance
 
with them, making changes as needed
along
 
with
 
senior
 
management,
 
set
 
the
 
standard
 
that
 
shape
 
the
 
corporate
 
culture
 
(which
 
is
 
in
 
line
 
with
 
values
 
and
strategic
 
planning)
 
and
 
use tools
 
and
 
techniques
 
for
 
the
 
integration
 
of
 
the
 
desired
 
culture
 
into
 
the
 
systems,
 
policies,
procedures, practices
 
and
 
behaviors at all levels.
approve
 
the
 
risk
 
and
 
capital
 
strategy
 
and
 
regularly
 
monitor
 
that
 
the
 
CEO
 
and
 
the
 
Executive
 
Board
 
pursue
 
its
implementation effectively
approve the
 
organization chart and any amendments
approve Board and Board Committees related policies
 
and other policies, as required by
 
legal or regulatory requirements
or internal processes
ensure that
 
rigorous and
 
robust processes
 
are in place
 
to monitor organizational
 
compliance with the
 
agreed strategy
and risk appetite and with all applicable laws and regulations
select, compensate, monitor and when necessary, replace
 
key executives and oversee succession
 
planning
align key executive and board remuneration
 
with the longer-term interests
 
of Group and its shareholders
ensure a formal and transparent
 
board nomination and election process
monitor,
 
manage
 
and
 
approve
 
where
 
required
 
potential
 
conflicts
 
of
 
interest
 
of
 
management,
 
board
 
members
 
and
shareholders, including misuse of corporate assets and abuse in related
 
party transactions
ensure the integrity of accounting
 
and financial reporting systems,
 
including the independent audit,
 
and that appropriate
systems
 
of
 
control
 
are
 
in
 
place,
 
in
 
particular,
 
systems
 
for
 
risk
 
management,
 
financial
 
and
 
operational
 
control
 
and
compliance with the law and relevant standards
 
 
 
 
 
 
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review
 
and
 
monitor
 
on
 
a
 
regular
 
basis
 
the
 
Non-Performing
 
Loans
 
(NPL)
 
and
 
Non-Performing
 
Exposures
 
(NPE)
performance against set targets
oversee the process
 
of disclosure and communications
determine the appropriate
 
level of remuneration
 
of the Board
 
and Board Committees’ members,
 
both at Company and
Group level, pending final ratification
 
by the respective General
 
Assemblies
bind and monitor the executive administration
 
on matters relating to new technologies and environmental
 
issues
identify
 
the
 
stakeholders
 
that
 
are
 
important,
 
in
 
accordance
 
with
 
its
 
characteristics
 
and
 
strategy
 
and
 
ensure
 
that
mechanisms are
 
in place
 
for the
 
knowledge and
 
understanding of
 
their interests
 
and the
 
way they
 
interact
 
with Group
strategy and also monitor their effecti
 
veness
where necessary
 
for the
 
achievement of the
 
objectives and in accordance
 
with the strategy,
 
ensure the timely
 
and open
dialogue with stakeholders and the usage of different
 
channels of communication for
 
each group of stakeholders, with a
view to flexibility and facilitation of understanding of the
 
interests of both parties
2.11
Main issues the Board dealt with during 2022
In 2022,
 
the
 
HoldCo’s/Bank’s
 
Board has
 
reviewed
 
the
 
corporate
 
strategy,
 
the
 
main risks
 
to the
 
business and
 
the
 
system of
internal controls.
In more detail, in discharging its responsibilities for 2022 the main issues
 
Holdco’s/Bank’s BoDs dealt with related to:
Eurobank Holdings
Bank
a)
Governance:
approval
 
of
 
the
 
establishment
 
of
 
two
 
Board
Committees,
 
namely
 
the
 
Remuneration
 
Committee
and the Board Risk Committee and approval of their
Terms of Reference.
approval of the Board
 
Committees’ composition
 
approval
 
of
 
revised
 
Terms
 
of
 
Reference
 
of
 
the
Nomination and Corporate
 
Governance Committee
and the Audit Committee.
preparation
 
and
 
convocation
 
of
 
the
 
Shareholders
General Meeting
 
annual
 
evaluation
 
of
 
the
 
Board
 
and
 
the
 
Board
Committees
 
review
 
of the
 
attendance
 
of Directors
 
to the
 
Board
and Board Committees
CEO’s
 
performance
 
evaluation
 
for
 
2021
 
and
approval
 
of
 
his
 
financial
 
and
 
non-financial
objectives for 2022
approval
 
of the
 
Board
 
of Directors
 
Diversity
 
Policy,
the
 
External
 
Engagements
 
Policy,
 
the
 
CEO
Succession
 
Planning
 
Policy,
 
the
 
Board
 
and
 
Board
Committees Evaluation Policy,
 
the Board and
 
Board
Committees
 
attendance
 
Policy,
 
the
 
Group
Compliance
 
Policy,
 
the
 
Group
 
Governance
 
Policy,
the
 
C-Suite
 
Succession
 
Planning
 
Policy,
 
the
 
Senior
Management Selection and Appointment Policy,
 
the
Dividend
 
Distribution
 
Policy
 
and
 
the
 
Conflicts
 
of
Interest Policy
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
Board
Nomination Policy
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board of the Remuneration
 
Policy
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
‘Board
 
and
Board Committees’ fees for Non-Executive Directors,
the
 
Remuneration
 
Policy
 
for
 
the
 
Directors
 
and
 
the
Remuneration Report for
 
the financial year 2021
information on the on the tax
 
treatment of the Board
and Board Committees’ Fees
approval
 
of
 
the
 
2022
 
stock
 
option
 
plan
implementation
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
 
New
Voluntary Exit Scheme
 
(VES)
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
 
New
Variable Remuneration
 
Scheme
update on Senior Executives succession plan
approval
 
of
 
HoldCo’s
 
Internal
 
Governance
 
Control
Manual
a) Governance:
approval of the Board
 
Committees’ composition
approval
 
of
 
revised
 
Terms
 
of
 
Reference
 
of
 
the
Nomination and Corporate Governance Committee,
Remuneration
 
Committee,
 
Audit
 
Committee
 
and
Board Digital and Transformation
 
Committee
preparation
 
and
 
convocation
 
of
 
the
 
Shareholders
General Meetings
annual
 
evaluation
 
of
 
the
 
Board
 
and
 
Board
Committees and
 
the Strategic Planning Committee’s
self-assessment for 2021
review
 
of the
 
attendance
 
of Directors
 
to the
 
Board
and Board Committees
CEO’s
 
performance
 
evaluation
 
for
 
2021
 
and
approval of his
 
financial and
 
non-financial objectives
for 2022
approval
 
of
 
the
 
Board
 
Nomination
 
Policy,
 
the
Directors Diversity
 
Policy,
 
the External Engagements
Policy,
 
the
 
CEO
 
Succession
 
Planning
 
Policy,
 
the
Board and Board
 
Committees Evaluation Policy,
 
the
Board
 
and
 
Board
 
Committees
 
attendance
 
Policy,
the
 
Group
 
Compliance
 
Policy,
 
the
 
Group
Governance
 
Policy,
 
the C-Suite
 
Succession Planning
Policy,
 
the
 
Senior
 
Management
 
Selection
 
and
Appointment Policy,
 
the Dividend Distribution Policy
 
,the Conflicts of Interest Policy and the AML/CFT and
Sanctions Policy
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board of the Remuneration
 
Policy
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
Board
 
and
Board Committees’ fees for
 
Non-Executive Directors
information on the on the tax
 
treatment of the Board
and Board Committees’ Fees
update
 
on
 
the
 
implementation
 
of
 
the
 
Group
Subsidiary
 
Board
 
Remuneration
 
Policy
 
through
 
the
Group during 2021
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
 
New
Voluntary Exit Scheme
 
(VES)
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
 
New
Variable Remuneration
 
Scheme
update on Senior Executives succession plan
approval
 
of
 
the
 
revised
 
Eurobank
 
Group
Organizational Chart
 
regular update on Board Committees’ matters
update on Company Secretary’s Report 2022
approval of
 
Board and Board
 
Committees calendar
for 2023
various
 
remuneration
 
issues,
 
including issues
 
of
 
the
international
 
subsidiaries
 
(performance
 
related
 
 
 
 
 
 
 
 
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approval
 
of
 
the
 
revised
 
HoldCo
 
Group
Organizational Chart
regular update on Board Committees’ matters
update on Company Secretary’s Report 2022
approval of
 
Board and Board
 
Committees calendar
for 2023,
various remuneration
 
issues
approval
 
(by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board)
 
of
 
the
 
proposal
 
concerning
 
the
 
annual
contributions
 
to
 
Eurobank’s
 
Group
 
Occupational
Fund
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General Meeting for approval, of the appointment of
the auditors for the
 
financial Year 2022.
approval
 
of the
 
Corporate
 
Governance
 
Action Plan
of
 
recommendations
 
derived
 
from
 
various
 
reviews,
including
 
the
 
Supervisory
 
Review
 
and
 
Evaluation
Process
 
(SREP)
 
2021
 
and
 
the
 
BoD
 
and
 
BoD
Committees Self-Assessment 2021.
discussion
 
on
 
the
 
Preliminary
 
Supervisory
 
Review
and
 
Evaluation
 
Process
 
(SREP) assessment
 
of
 
2022
and updates for the relevant
 
decisions
update
 
on
 
the
 
new
 
HFSF
 
Law and
 
its effect
 
on
 
the
Internal
 
Governance
 
Framework
 
and
 
Directors’
eligibility criteria
 
approval
 
of
 
the
 
assignment
 
to
 
the
 
Bank
 
of
 
the
support of the
 
outsourcing function
 
of the Eurobank
Holdings.
variable
 
remuneration,
 
remuneration
 
adjustments
etc)
approval
 
(by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board)
 
of
 
the
 
proposal
 
concerning
 
the
 
annual
contributions
 
to
 
Eurobank’s
 
Group
 
Occupational
Fund
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting for
 
approval,
 
of
 
the appointment
of the auditors for the
 
financial Year 2022
 
approval
 
of the
 
Corporate
 
Governance
 
Action Plan
of
 
recommendations
 
derived
 
from
 
various
 
reviews,
including
 
the
 
Supervisory
 
Review
 
and
 
Evaluation
Process
 
(SREP)
 
2021
 
and
 
the
 
BoD
 
and
 
BoD
Committees Self-Assessment 2021
update
 
on
 
the
 
new
 
HFSF
 
Law and
 
its
 
effect
 
on the
Internal
 
Governance
 
Framework
 
and
 
Directors’
eligibility criteria
 
approval
 
of
 
the
 
undertaking
 
by
 
the
 
Bank
 
of
 
the
support of the
 
outsourcing function
 
of the Eurobank
Holdings
update from its international banking subsidiaries.
approval of credit facilities
 
to related parties.
b)
Environmental, Social & Governance
 
(ESG) issues:
update on the Group’s
 
position on ESG matters
Program Field II Update
update
 
by
 
the
 
responsible
 
BoD
 
member
 
for
climate-related and environmental risks
discussion
 
on
 
the
 
Climate
 
Risk Stress
 
Test
 
results
2022, including the Thematic Review.
b)
Environmental, Social & Governance
 
(ESG) issues:
update on Eurobank’s position on ESG matters
Program Field II Update
update by the
 
responsible BoD member for
 
climate-
related and environmental risks
discussion
 
on
 
the
 
Climate
 
Risk
 
Stress
 
Test
 
results
2022, including the Thematic Review.
c)
Strategic issues including Corporate and other
 
actions:
 
discussion of various strategy issues
approval
 
of the
 
sale of
 
stake in
 
Grivalia Hospitality
(related parties’ transactions)
approval of
 
the share
 
capital increase following
 
the
exercise
 
of
 
stock
 
option
 
rights
 
(stock
 
options)
 
and
amendment of article 5 of the Articles of Association
of the
 
Company according
 
to article
 
113 par.
 
3 of
 
l.
4548/2018.
c)
Strategic issues including Corporate and other
 
actions:
 
discussion of various strategy issues
approval
 
of the
 
sale of
 
stake in
 
Grivalia Hospitality
(related parties’ transactions)
approval
 
of the
 
merger
 
of the
 
Bank with
 
“HELLENIC
POST CREDIT SOCIETE ANONYME”
 
(POSTCREDIT)
approval
 
of
 
the
 
merger
 
of
 
the
 
Bank
 
with
 
“CLOUD
HELLAS SINGLE
 
MEMBER KTIMATIKI
 
S.A.” by
 
way of
its absorption by the Bank
approval
 
of
 
the
 
merger
 
of
 
the
 
Bank
 
with
 
“STANDARD
 
REAL
 
ESTATE
 
SOCIETE
 
ANONYME”
 
by
way of its absorption by the Bank
approval of
 
the sale of
 
real estate portfolio
 
(Project
Mart)
approval of the hive down of the Merchant Acquiring
Sector of the Bank (Project Triangle)
approval of the
 
acquisition of BNP Paribas Personal
Finance
 
S.A.
 
(ΒNPP)
 
branch
 
in
 
Bulgaria
 
(Project
Echos)
d)
Capital adequacy:
 
approval
 
of
 
the
 
2022
 
Internal
 
Capital
 
&
 
Liquidity
Adequacy Statements (CAS
 
& LAS) in the
 
context of
the
 
Internal
 
Capital
 
&
 
Liquidity
 
Adequacy
Assessment Process (ICAAP & ILAAP 2022).
approval of additional Baseline and Adverse Capital
Scenarios
 
in
 
the
 
context
 
of
 
the
 
Internal
 
Capital
Adequacy Assessment Process
 
(ICAAP) 2022, due to
the
 
ongoing
 
geopolitical
 
crisis
 
and
 
potential
adjustment to Capital Adequacy Statements (CAS)
approval of
 
ad-hoc data collection
 
on financial and
macroeconomic projections
d)
Capital adequacy:
 
approval
 
of
 
the
 
2022
 
Internal
 
Capital
 
&
 
Liquidity
Adequacy Statements (CAS
 
& LAS) in the
 
context of
the
 
Internal
 
Capital
 
&
 
Liquidity
 
Adequacy
Assessment Process (ICAAP & ILAAP 2022)
approval of additional Baseline and Adverse Capital
Scenarios
 
in
 
the
 
context
 
of
 
the
 
Internal
 
Capital
Adequacy Assessment Process
 
(ICAAP) 2022, due to
the
 
ongoing
 
geopolitical
 
crisis
 
and
 
potential
adjustment to Capital Adequacy Statements (CAS)
approval of
 
ad-hoc data collection
 
on financial and
macroeconomic projections
approval of
 
securitizations of the
 
Bank’s receivables
from portfolios
 
of business and other loans.
 
 
 
 
 
 
 
 
 
 
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e)
Business monitoring:
 
approval
 
of
 
the
 
2021
 
annual
 
financial
 
statements
and the 2022 interim financial statements
approval of the Annual Budget
 
2023 and the 3-Years
Business Plan for the period
 
2023-2025
discussion of 2022 performance versus
 
budget
discussion of business developments and liquidity.
e)
Business monitoring:
 
approval
 
of the
 
2021
 
annual
 
consolidated
 
financial
statements
 
and
 
the
 
2022
 
interim
 
consolidated
financial statements
approval of the Annual Budget
 
2023 and the 3-Years
Business Plan for the period
 
2023-2025
approval
 
of the
 
Group’s
 
NPE Targets
 
for the
 
period
2022-2024 and the
 
NPE management Strategy
 
update
 
on
 
significant
 
subsidiaries
 
activities
 
and
strategic priorities
discussion of 2022 performance versus
 
budget
review of business developments
 
and liquidity.
f)
Risk Management and Internal Control:
 
briefing on
 
the assessment
 
on Internal
 
Audit Group
and Group Compliance annual regulatory reports
update on significant internal audit and
 
compliance
issues
update on significant legal issue
 
approval of the Risk Appetite
 
Framework, Group Risk
and Capital Strategy and Risk Appetite Statements
approval
 
of
 
Risk
 
Identification
 
and
 
Materiality
Assessment (RIMA) framework
 
and reports
approval
 
for
 
the
 
Reversion
 
to
 
Standardised
Approach for the
 
Risk Weighted Assets calculation
approval of the consolidated Pillar
 
3 Reports
 
(capital
and risk management disclosures) for 2021, 3M2022,
6M2022 and 9M2022
regular
 
briefing
 
on
 
Board
 
Risk
 
and
 
Audit
Committees’ matters
 
update on significant risk issues, including the Group
Chief Risk Officer’s Annual Report for the
 
year 2021
update
 
on
 
the
 
2021
 
Annual
 
Activity
 
Report
 
of
 
the
Audit Committee
 
before
 
submission
 
to
 
the
 
Annual
General Meeting
approval
 
of new
 
or revised
 
policies as
 
per the
 
legal
and regulatory framework
 
and internal processes
approval of the 2022 Group
 
Recovery Plan
updates for the Russian-Ukraine crisis and sanctions.
f)
Risk Management and Internal Control:
 
briefing on
 
the assessment
 
on Internal
 
Audit Group
and Group Compliance annual regulatory reports
update on significant internal audit issues
update
 
on
 
significant
 
compliance
 
issues,
 
including
AML end-to-end project status update
update on significant legal issue
 
approval of the Risk Appetite Framework,
 
the Group
Risk
 
and
 
Capital
 
Strategy
 
and
 
Risk
 
Appetite
Statements
approval
 
of
 
for
 
the
 
Reversion
 
to
 
Standardised
Approach for the
 
Risk Weighted Assets calculation
approval of the
 
consolidated Pillar 3 Report (capital
and risk management disclosures) for 2021
update
 
on
 
credit
 
and
 
NPE
 
related
 
issues
 
through
various reports
 
regular
 
briefing
 
on
 
Board
 
Risk
 
and
 
Audit
Committees’ matters
 
update on significant risk issues, including the Group
Chief Risk Officer’s Annual Report for the
 
year 2021
update
 
on
 
the
 
2021
 
Annual
 
Activity
 
Report
 
of
 
the
Audit
 
Committee
 
before
 
submission
 
to
 
the
 
Annual
General Meeting
approval
 
of new
 
or revised
 
policies as
 
per the
 
legal
and regulatory framework
 
and internal processes.
updates for the Russian-Ukraine
 
crisis and sanctions
g)
Transformation
 
Project:
received
 
regular
 
updates
 
on
 
the
 
transformation
project,
 
including
 
the
 
Group
 
Compliance
 
Target
Operating Model.
g)
Transformation
 
Project:
received
 
regular
 
updates
 
on
 
the
 
transformation
project,
 
including
 
the
 
Group
 
Compliance
 
Target
Operating Model.
Board Strategy Day
 
Apart from
 
the annual
 
meeting on
 
Eurobank’s
 
annual budget
 
and its
 
3-year business
 
plan, a
 
strategy
 
meeting, outside
 
the
formal
 
confines of
 
the BoD
 
(no formal
 
minutes are
 
kept),
 
also takes
 
place (on
 
an annual
 
basis), so
 
as the
 
BoD members
 
to
have ample
 
time for
 
discussion and
 
deliberation
 
on the
 
top strategic
 
initiatives that
 
are relevant
 
to Eurobank’s
 
growth
 
and
its standing among its peers (the Board Strategy Day).
The
 
Board
 
Strategy
 
Day
 
took
 
place
 
on 30.09.2022
 
and focused
 
on Transformation
 
and deep
 
dives
 
on key
 
transformation
streams.
2.12
Board and Board Committees overall
 
effectiveness assessment
Board and Board Committees Evaluation conducted
 
internally
In accordance
 
with the
 
HoldCo/Bank
 
Board
 
and Board
 
Committees Evaluation
 
policy
 
(Evaluation
 
Policy),
 
the
 
HoldCo/Bank
Nomination
 
and
 
Corporate
 
Governance
 
Committee
 
(NomCo)
 
has
 
the
 
overall
 
responsibility
 
to
 
assess
 
the
 
structure,
 
size,
composition and performance of the Board and the Board Committees
 
and make recommendations to the Board with regard
to any changes deemed necessary. Therefore,
 
it is NomCo’s responsibility to design and coordinate the self-evaluation
 
of the
Board’s and the Board Committees’ effectiveness
 
(Internal Evaluation).
 
The
 
Internal
 
Evaluation
 
is
 
based
 
on
 
a
 
self-evaluation
 
questionnaire.
 
The
 
content
 
of
 
the
 
questionnaire
 
and
 
the
 
evaluation
process can be designed
 
and managed
 
by the Chair
 
of the NomCo.
 
Alternatively, the NomCo may assign
 
this task to
 
a member
of the Bank’s personnel (for
 
example the Group Company Secretary) and/or to an external consultant.
In this context, the 2022 Internal Evaluation was carried out using the Board self-assessment questionnaires
 
as primary input.
The
 
input includes
 
the
 
anonymized responses
 
of Board
 
members
 
to the
 
questionnaires,
 
delivered
 
through
 
Diligent’s secure
 
 
 
 
 
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web-based
 
platform
 
(Questionnaires
 
module).
 
In
 
accordance
 
with
 
the
 
Evaluation
 
Policy,
 
these
 
questionnaires
 
cover
 
the
following area
 
s:
Board’s performance
 
in setting and monitoring strategy (including the business plan)
Board’s performance
 
in overseeing, engaging with, evaluating, incentivizing
 
and retaining key management personnel
Board’s performance
 
in overseeing risk management and internal control
 
adequacy of the Board’s profile and composition
adequacy of Board dynamics and functioning
role and performance
 
of the Board Chairperson
adequacy of Board secretarial support
effectiveness of Board
 
Committees
Regarding
 
the
 
evaluation
 
of
 
the
 
HoldCo/Bank
 
Board
 
Committees,
 
it
 
is
 
noted
 
that
 
the
 
Board
 
members
 
responded
 
to
 
the
questions of the Board self-assessment
 
questionnaires assigned to the particular Board Committee(s), they
 
are members.
 
The
 
results of
 
the Internal
 
Evaluation reve
 
aled that
 
the HoldCo/Bank
 
Boards continued
 
to function
 
effectively
 
in 2022
 
as in
2021.
 
In particular, in the Strategy area,
 
the Board overall
 
has a positive impression with respect to the improving
 
role of the Board
on strategy, including the time devoted for
 
the review and approval of the business plan and budget and the frequency of the
updates provided by Management on performance
 
against strategic objectives and budgetary targets.
 
Referring to the relationship with Management, the Board has a positive view regarding the adequacy of senior management
performance against performance targets, including the frequency of the reporting it receives by Management at Board level.
 
On the
 
strategic
 
HR issues
 
and remuneration
 
front, the
 
Board considers
 
that the
 
remuneration
 
has improved
 
over
 
the past
years.
 
Regarding risk governance
 
and internal control,
 
the overall
 
impression is that
 
the Board
 
has a comprehensive
 
picture of the
Bank’s risk
 
profile,
 
exercises an
 
adequate oversight
 
of risk
 
management and
 
adequately discusses
 
Eurobank’s
 
risk appetite
framework
 
and
 
risk
 
appetite
 
statements
 
before
 
final
 
approval.
 
Also,
 
the
 
Board
 
is
 
satisfied
 
that
 
Eurobank
 
Group
 
has
appropriate policies and resources
 
to identify, assess, monitor and mitigate financial and non-financial risk.
 
Regarding
 
the
 
board
 
profile
 
and
 
composition,
 
the
 
Board’s
 
collective
 
knowledge,
 
skills,
 
experience
 
and
 
tenure
 
levels
 
are
perceived to
 
be generally adequate
 
by the Directors
 
and the Board is considered
 
to have adequate size and structure
 
which
allows
 
productive
 
discussions.
 
Additionally,
 
the
 
Board
 
has
 
diverse
 
profiles
 
that
 
ensure
 
productive
 
exchange
 
of
 
views
 
and
opinions that ensure effective
 
oversight.
 
Regarding
 
the
 
Board
 
functioning
 
and dynamics,
 
the
 
Board
 
meets
 
an adequate
 
number
 
of times
 
and
 
the
 
Board
 
members
generally
 
come to
 
the meetings
 
prepared. Also,
 
there
 
is good planning
 
of the
 
Board’s annual agenda,
 
ensuring coverage
 
of
all responsibilities.
 
The
 
Board discussions
 
appear to
 
show strong
 
and constructive
 
challenge. Members
 
acknowledged that
the number of items on the agenda is satisfactory
 
and permits meaningful discussions.
 
For the
 
role of the Board
 
Chairman, the Board’s view is that it clearly reflects
 
the leadership needs of the Board.
 
For the
 
Board’s secretarial support, the
 
Board considers that it is effective
 
in its role and continues to support
 
the Board and
the Board Committees adequately and
 
timely. The Board also considers that in general it receives the Board packs in
 
advance
of meetings allowing adequate
 
time for review, whereas the quality of the documents submitted by
 
Management to the Board
is generally perceived
 
as very good. As regards to the
 
Board’s minutes, these are considered to be of good quality.
Finally, the evaluation highlighted that further enhancements could be pursued, among others, in the areas of risk governance
and internal control (through
 
further analysis of the non-financial risks).
As regards the main conclusions of the Internal Evaluation
 
of the Board Committees, it is noted that they
 
have been included
in the relevant sections where
 
the Board Committees’ functioning
 
and operation is presented.
 
Assessment of the
 
knowledge, skills and
 
experience (KSE) of the
 
Board collectively
 
as well as
 
the KSE and
 
contribution of
individual Board members.
The NomCo has also the responsibility to assess the knowledge, skills and experience (KSE) of the Board collectively as well as
the KSE and contribution of individual Board members
 
and to report to the Board accordingly.
 
Individual Evaluations
The individual evaluations
 
(i.e. the assessment
 
of the Board
 
Chairperson, the assessment
 
of NEDs and the assessment
 
of the
Executive Directors) take
 
into account the status of the
 
member (executive, non-executive,
 
independent), the participation
 
in
committees, the
 
undertaking of specific
 
responsibilities / projects,
 
the time
 
devoted, the
 
behavior and the
 
use of knowledge
and experience.
A. Assessment of the Board Chairperson
The
 
Board
 
Chair’s
 
evaluation
 
is
 
part
 
of
 
the
 
Internal
 
Evaluation
 
(mentioned
 
above)
 
and
 
is
 
conducted
 
by
 
all
 
other
 
Board
members via the Questionnaire for
 
the self-evaluation of the
 
Board’s and the Board Committees’ effectiveness
 
.
The HoldCo/Bank Board Chair’s evaluation
 
in 2022 remained very strong (similarly to the
 
respective evaluation in 2021).
B. Assessment of the Non-Executive Directors’
 
(NEDs), excluding the Chairperson, contribution to the
 
Board
The Board Chair is responsible to conduct the
 
assessment of the NEDs’ contribution to the
 
Board and present the results to
the NomCo.
 
 
 
 
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The assessment of the
 
NEDs’ contribution to the Board is performed
 
in the following
 
discrete steps:
The NomCo approves
 
the NEDs self-evaluation questionnaire.
The questionnaire is distributed to the NEDs. Responses
 
are strictly confidential and
 
can only be sent
 
to the Board
Chair and/or those expressly mandated to assist in the task by him/her
The
 
Board
 
Chair
 
holds
 
confidential
 
one-on-one
 
interviews
 
with
 
each
 
NED,
 
using
 
the
 
individual
 
NEDs
 
self-
evaluation Questionnaire as an input.
 
The Board Chair presents an overall
 
report on his findings to the NomCo.
The Board Chair’s views on NEDs
 
performance and contribution of knowledge, skills
 
and experience are presented
and discussed
 
at
 
the
 
NomCo also
 
during the
 
process
 
of developing
 
the
 
NomCo’s
 
proposals
 
for
 
discussing the
(re)appointment / succession planning of individual Board members.
 
In accordance with the procedure described above, the
 
2022 annual assessment of
 
the NEDs’ contribution to
 
the HoldCo/Bank
Board was directed
 
by the
 
Board Chair with
 
the use of
 
an individual self-evaluation
 
questionnaire consisted of
 
10 questions
aiming to identify the strengths and areas for
 
improvement of individual Directors across
 
the following
 
5 areas:
Contribution to overall
 
Board profile skillset
Board participation and quality of contributions to Board deliberations
Punctuality and attendance
Team Spirit and demeanor
Independent Thinking and Constructive Challenge
The 2022
 
annual assessment
 
of the
 
NEDs’ contribution
 
to the
 
HoldCo/Bank Board
 
demonstrated that
 
the NEDs
 
adequately
meet expectations for effectively
 
accomplishing their role as Directors of the
 
HoldCo/Bank.
C. Executive Directors’ Performance
 
Evaluation
 
The
 
Executive
 
Directors’
 
Performance
 
Evaluation
 
(i.e
 
CEO
 
and
 
Deputy
 
CEOs)
 
is
 
conducted
 
through
 
a
 
separate
 
process,
involving
 
the
 
CEO
 
and
 
the
 
Nomination
 
and
 
the
 
Remuneration
 
Committees,
 
annually,
 
on
 
the
 
basis
 
of
 
the
 
qualitative
 
and
quantitative Key Performance
 
Indicators, as these are approved
 
every year by the
 
Non-Executive Directors.
Regarding
 
the
 
Evaluation
 
of
 
the
 
CEO,
 
in
 
accordance
 
with
 
the
 
TRFA,
 
the
 
Remuneration
 
Committee
 
proposes
 
to
 
the
 
Non-
Executive
 
Directors
 
of
 
the
 
HoldCo’s/Bank’s
 
BoD
 
for
 
their
 
approval
 
the
 
Key
 
Performance
 
Indicators
 
(KPIs)
 
relevant
 
to
 
the
remuneration
 
of the Bank’s
 
CEO and evaluate the
 
CEO’s performance
 
in light of these
 
KPIs. The results
 
of the evaluation
 
are
communicated to the Chief Executive and taken
 
into account in determining his remuneration.
Collective Suitability Assessment
During 2022,
 
further
 
to
 
the
 
aforementioned
 
evaluation
 
of
 
the
 
Board
 
of
 
Directors,
 
an
 
assessment
 
of
 
the
 
Board’s
 
collective
suitability in
 
terms of
 
knowledge, skills
 
and experience
 
based on
 
the Joint
 
ESMA/EBA Guidelines
 
on “the
 
assessment of
 
the
suitability of members of the management body and key function holders”
 
(EBA/GL/2021/06)
 
was conducted with the support
of the NomCo.
In particular,
 
the assessment
 
examined whether
 
the Board
 
of Directors
 
is collectively
 
suitable to understand
 
(i) the
 
business
model, strategy
 
and risks,
 
and (ii)
 
matters
 
of Governance,
 
Risk Management,
 
Compliance, Audit,
 
Management, Strategy
 
&
Decision making,
 
and concluded that
 
the Board
 
is collectively
 
suitable to understand
 
the aforementioned
 
areas. Within
 
the
positive
 
assessment,
 
the
 
evaluation
 
also
 
highlighted
 
that
 
the
 
Board’s
 
collective
 
suitability
 
could
 
take
 
benefit
 
through
continued
 
improvement
 
of
 
the
 
present
 
skillset
 
in
 
the
 
areas,
 
among
 
others,
 
of
 
audit,
 
risk
 
management,
 
technology
 
and
digitization.
 
2.13
Directors’ Induction and Continuous Professional
 
Development Process
All
 
new
 
Board
 
members
 
receive
 
a
 
full
 
and
 
formal
 
Induction
 
Program
 
whose
 
main
 
objectives
 
are
 
to
 
(a)
 
communicate
HoldCo/Bank’s vision and culture, (b) communicate practical
 
procedural duties, (c) reduce the
 
time taken for them
 
to become
productive in their duties, d) assimilate them
 
as welcomed members of the Board,
 
e) become familiar with the HoldCo/Bank’s
organizational structure and f) give them an understanding of HoldCo/Bank’s business and strategy and the markets in which
it
 
operates,
 
a
 
link
 
with
 
the
 
HoldCo/Bank’s
 
people
 
and
 
an
 
understanding
 
of
 
its
 
main
 
relationships.
 
Also,
 
the
 
new
 
Board
members,
 
upon their
 
appointment receive
 
a Manual
 
of Obligations
 
towards
 
Supervisory Authorities
 
and the
 
HoldCo/Bank,
aiming to inform them on their
 
main obligations under the
 
local regulations and the
 
Board’s procedures, while
 
meetings and
presentations are
 
arranged with
 
the HoldCo/Bank’s
 
Key Executives, in
 
order for
 
the new
 
Directors to acquire
 
a real overview
of the HoldCo/Bank.
 
Furthermore,
 
given
 
that
 
the
 
HoldCo/Bank
 
acknowledges
 
the
 
need
 
to
 
provide
 
resources
 
for
 
developing
 
and
 
refreshing
 
the
knowledge and skills of
 
the Directors, during 2022 and
 
in the framework of its Continuous Professional Development program,
all the
 
Board
 
members
 
a) received
 
formal
 
training
 
on Blockchain
 
& Central
 
Bank Digital
 
Currency
 
in Financial
 
Services,
 
on
Artificial Intelligence
 
in Financial
 
Services,
 
on Anti-Money
 
Laundering (AML)
 
regulatory developments
 
and on Risk
 
Appetite
Framework (RAF) Communication, b) received regular updates, including reports and presentations, from senior management
regarding
 
the
 
operations
 
and
 
strategic
 
targets
 
of
 
business
 
units
 
and
 
c)
 
were
 
updated
 
on
 
a
 
regular
 
basis
 
on
 
risk,
 
audit,
compliance,
 
financial,
 
human
 
resources,
 
legal
 
and
 
regulatory
 
issues,
 
and
 
d)
 
received
 
regular
 
and
 
ad-hoc
 
research
 
and
economic bulletins prepared by Eurobank’s
 
Economic Analysis and Financial Markets Research Division.
 
 
 
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3.
Board Committees
The Boards
 
of HoldCo/Bank
 
are assisted
 
in carrying
 
out their
 
duties by
 
Board Committees
 
to whom
 
they delegate
 
some of
their responsibilities.
 
In addition, the
 
Boards approve
 
their terms
 
of reference,
 
receive regular
 
and ad hoc reports
 
from them
and assess their performance
 
as per the provisions
 
of the Board and Board Committees Evaluation Policy.
 
According to the
 
TRFA, the
 
HFSF appoints its Representative
 
as well as its Observer
 
(who has no voting
 
rights in the Board’s
Committees) or
 
replaces them
 
with a
 
written request
 
addressed to
 
the Chairperson
 
of the
 
Board and
 
their appointment
 
is
completed immediately from the receipt
 
by the HoldCo’s/Bank’s
 
BoD of the HSFS’s written request and no further procedures
are required.
 
Pursuant to the
 
TRFA, the
 
HFSF Representative
 
has the
 
right to participate
 
in, request the
 
convocation
 
of, and
include items on the agendas of
 
the Audit Committee, Board Risk Committee, Remuneration Committee and Nomination and
Corporate Governance
 
Committee.
 
According
 
to
 
the
 
TRFA
 
provisions,
 
the
 
members
 
of
 
the
 
Audit,
 
Board
 
Risk,
 
Remuneration
 
and
 
Nomination
 
and
 
Corporate
Governance Committees should be at least three (3) and should not exceed 40% (rounded to the nearest integer) of the
 
total
number of Board
 
members, excluding the
 
representative of
 
the HFSF.
 
The Committees’
 
Chairpersons should be independent
non-executive
 
members.
 
The
 
Committees’
 
members
 
should
 
be
 
non-executives
 
with
 
the
 
majority
 
of
 
them,
 
excluding
 
the
representative of the HFSF,
 
independent non-executives, except for the Audit and Board Risk Committees where
 
75% and 1/3,
respectively,
 
of
 
their
 
members
 
(excluding
 
the
 
representative
 
of
 
the
 
HFSF
 
and
 
rounded
 
to
 
the
 
nearest
 
integer)
 
should
 
be
independent non-executives. For any deviations
 
from the TRFA
 
provisions, the
 
prior consent of HFSF should be received.
 
3.1
Audit Committee
6
The primary
 
function of the
 
Audit Committee (AC) is
 
to assist the Board
 
in discharging its oversight
 
responsibilities primarily
relating to:
the
 
review
 
of
 
the
 
adequacy of
 
the
 
Internal
 
Control
 
and
 
Risk Management
 
systems and
 
the
 
compliance
 
with
 
rules and
regulations monitoring process,
the review of the
 
financial reporting process and satisfaction
 
as to the integrity of the HoldCO’s Financial Statements,
 
the External Auditors’ selection, performance
 
and independence,
the effectiveness
 
and performance of the
 
Internal Audit and of the Compliance function.
In addition, in the context
 
of AC’s responsibility to
 
safeguard External Auditors’ independence, the AC ensures that the nature
of non-audit services, prior to their being undertaken by the
 
External Auditors, has been reviewed and approved
 
as required
and that there
 
is proper balance
 
between audit and non-audit
 
work in accordance
 
with Group’s
 
/ Bank’s policy on
 
External
Auditors’ Independence.
AC Membership/Composition
The HoldCo/Bank’s
 
Audit Committees are Committees consisted
 
exclusively by Board
 
members and their
 
compositions have
been approved
 
by the General
 
Meetings of the Shareholders
 
(as per the
 
legal framework),
 
following the
 
recommendation of
the NomCos
 
to the
 
Boards. The
 
tenure of
 
the Committee
 
members
 
coincides with
 
the tenure
 
of the
 
HoldCo/Bank’s Boards,
with the
 
option to renew
 
their appointment, but
 
in any case, the
 
service in the
 
Committees should not be more
 
than nine (9)
years in
 
total. The
 
Chairperson of
 
the Committees
 
is appointed
 
by the
 
members
 
of the
 
Committees, while
 
the Committee’s
members may
 
also appoint a
 
Vice Chairperson.
 
The HFSF
 
appointed an Observer
 
in the
 
Audit Committees, in
 
line with
 
the
requirements of the TRFA.
All AC members
 
have sufficient
 
knowledge in the
 
field of HoldCo/Bank’s
 
activities and the
 
necessary skills and
 
experience to
carry out their duties and meet the
 
requirement of established knowledge and experience
 
in auditing and/or accounting.
The
 
Audit
 
Committees
 
consist
 
of
 
four
 
(4)
 
non-executive
 
Directors,
 
three
 
(3)
 
of
 
whom
 
are
 
independent,
 
including
 
the
Chairperson.
 
One
 
(1)
 
of
 
the
 
Audit
 
Committee
 
members
 
is
 
the
 
HFSF
 
Representative.
 
In
 
particular,
 
the
 
HoldCo/Bank’s
 
AC
composition is outlined below:
AC Chairperson:
Jawaid Mirza,
Non-Executive Independent Director of the Board
AC Vice-Chairperson:
Irene Rouvitha Panou,
Non-executive Independent Director of the Board
AC Members:
Rajeev Kakar
,
Non-Executive Independent Director of the Board
Efthymia Deli,
 
Non-executive Director of the Board,
 
HFSF Representative
It is noted that in line with the provisions
 
of article 44 of law 4449/2017, as amended
 
and currently in force,
 
and further to the
decision of the HoldCo/Bank’s
 
Annual General Meetings of
 
Shareholders as of 21.07.2022
 
regarding the recomposition
 
of the
Audit
 
Committees
 
and
 
more
 
specifically
 
regarding
 
their
 
type,
 
composition
 
and
 
term
 
of
 
office;
 
and
 
the
 
BoDs’
 
decision
 
of
30.6.2022
 
and
 
21.07.2022
 
regarding
 
the
 
membership
 
of
 
the
 
ACs,
 
following
 
relevant
 
recommendations
 
by
 
the
 
NomCos
 
of
28.06.2022, the ACs decided on their constitution and on the
 
appointment of their Chairman. Compared to the previous
 
ACs’
composition and following
 
the recomposition
 
of the
 
ACs on 21.72022,
 
the ACs’
 
members were
 
decreased from
 
six (6) to four
(4) since Mr. Bradley
 
Paul Martin and Ms. Cinzia Basile ceased to be members of the Committee.
AC Meetings
The
 
HoldCo/Bank’s
 
Audit Committees
 
meet
 
at
 
least eight
 
(8) times
 
per
 
year
 
or more
 
frequently,
 
as circumstances
 
require,
report on their activities
 
to the HoldCo/Bank’s Boards
 
on a quarterly basis and submit the
 
minutes of their meetings
 
and the
annual
 
Activity
 
Reports
 
(before
 
their
 
submission
 
to
 
the
 
HoldCo/Bank
 
Shareholders’
 
Annual
 
General
 
Meeting)
 
to
 
the
HoldCo/Bank’s Boards.
 
6
HoldCo/Bank’s
 
Audit
 
Committees’
 
Terms
 
of
 
Reference
 
may
 
be
 
found
 
at
 
the
 
HoldCo/Bank
 
websites
 
(
 
&
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Quorum in the AC Meetings
The Audit Committee’s meeting is in quorum and meets validly when half of its members plus one are present or represented,
provided that at least three
 
(3), including the
 
Chairperson or the
 
Vice Chairperson,
 
are present. Each
 
member of the Committee
may validly represent only one
 
of the other
 
Committee members. Representation
 
in the Committee may
 
not be entrusted to
persons other than
 
the members thereof.
 
AC Decisions
The Audit Committee resolutions are validly taken
 
by an absolute majority of the members who are present and represented.
In case of a tie of votes, the Chairperson and in case of his/her absence the
 
Vice Chairperson has the casting vote.
 
The Board
is informed whenever
 
a decision of the Audit Committee is not reached unanimously.
 
Attendance to the AC Meetings
During 2022 the attendance details for
 
the Audit Committee were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2022
2021
2022
2021
HoldCo
14
11
100%
95%
Bank
 
14
12
100%
95%
It is
 
noted that
 
in 2022,
 
all Directors
 
provided
 
representation
 
proxies for
 
each missed
 
meeting in
 
HoldCo/Bank AC,
 
leading
their overall
 
attendance rate (physical and under representation)
 
at 100% in HoldCo/Bank AC.
AC Secretary and Minutes
The
 
Audit
 
Committee
 
appoints
 
its
 
Secretary,
 
who
 
reports
 
to
 
the
 
Group
 
Company
 
Secretariat
 
and
 
cooperates
 
with
 
the
Chairperson of the Committee. The Secretary is responsible to minute the proceedings and decisions of all Audit Committees’
meetings, including
 
the names
 
of those
 
present and
 
in attendance
 
and the
 
action plans
 
and follow
 
ups for
 
assignments, as
well as for the issuance of extracts. Decisions, actions
 
and follow ups are disseminated to the responsible parties, as required.
AC Terms
 
of Reference (ToR)
The Audit
 
Committee’s ToR
 
are reviewed
 
every two
 
(2) years and revised
 
if necessary,
 
unless significant changes necessitate
earlier revision. The
 
ToR are approved
 
by the Board.
 
AC’s Performance
 
Evaluation
AC’s performance
 
is evaluated
 
annually according
 
to the
 
provisions
 
of the
 
Board and
 
Board Committees
 
Evaluation Policy.
According
 
to
 
AC’s
 
self-evaluation,
 
the
 
AC
 
members
 
are
 
satisfied
 
with
 
the
 
Committee’s
 
effectiveness
 
and
 
leadership.
 
They
believe that the AC
 
uses its time effectively
 
and there is a good planning and scheduling of the
 
meetings. The Chairperson of
the AC
 
is well
 
prepared for
 
the meetings
 
and helps
 
the Committee
 
to effectively
 
navigate through
 
its agenda, encouraging
critical discussion and ensuring that every
 
member can freely express
 
her/his views. The members
 
are also well prepared and
there is
 
high level of
 
participation on
 
all important discussions, showing
 
an adequate level
 
of challenge. The
 
evaluation also
highlighted
 
that
 
the
 
retention
 
of
 
qualified
 
and
 
experienced
 
staff
 
in
 
the
 
areas
 
of
 
audit
 
and
 
compliance
 
is
 
of
 
strategic
importance and should remain an area of focus, while the further enhancement
 
of the audit staff’s skillset in specialties of the
modern digital era such as Artificial Intelligence (AI) design, algorithm testing and digitalization
 
should be actively pursued.
AC’s Activity in 2022
For 2022, AC has amongst others:
Eurobank Holdings
Bank
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
 
AC
 
Terms
 
of
Reference
reviewed
 
and
 
discussed
 
reports
 
with
 
information
relating
 
mainly
 
to
 
the
 
Internal
 
Audit
 
and
 
Compliance
issues,
 
including
 
quarterly
 
reports
 
from
 
Internal
 
Audit
and Compliance functions
ensured
 
that
 
an
 
annual
 
evaluation
 
of
 
the
 
System
 
of
Internal Controls
 
for the
 
year 2021
 
has been performed
and documented by
 
Internal Audit. The Audit
 
Committee
has
 
prepared
 
its
 
own
 
assessment
 
report
 
on
 
Internal
Audit’s evaluation. The reports were further submitted to
the
 
Board
 
and
 
the
 
BoG
 
in
 
line
 
with
 
the
 
BoG
 
Act
2577/2006
reviewed
 
the
 
annual
 
Compliance
 
Sector’s
 
reports
 
over
compliance activities for the
 
year 2021 and prepared its
own assessment report thereon. The reports were further
submitted
 
to
 
the
 
Board
 
and
 
the
 
BoG,
 
in
 
line
 
with
 
the
BoG Governors Act 2577/2006
reviewed,
 
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
for
 
approval
 
the
 
revised
 
Conflict of
 
Interest
 
Policy
 
and
the revised Compliance Policy
reviewed,
 
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
for
 
information
 
the
 
revised
 
Insider
 
Dealing
 
Guideline
and the revised Market Abuse Policy
reviewed
 
and
 
approved
 
the
 
MiFID
 
II
 
Product
Governance
 
Policy
 
and
 
the
 
Policy
 
for
 
Reporting
Unethical Conduct
discussed with Management, Internal Audit
 
and External
Auditors issues relating to the financial results,
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
 
AC
 
Terms
 
of
Reference
reviewed
 
and
 
discussed
 
reports
 
with
 
information
relating
 
to
 
the
 
System
 
of
 
Internal
 
Controls,
 
including
quarterly
 
reports
 
from
 
Internal
 
Audit
 
Group,
Compliance,
 
Operational
 
Risk Sector,
 
Clients Relations
Office, etc.
ensured
 
that
 
an
 
annual
 
evaluation
 
of
 
the
 
System
 
of
Internal
 
Controls
 
has
 
been
 
performed,
 
by
 
the
 
Internal
Audit Group
 
for the
 
year 2021.
 
Results are
 
documented
in the
 
latter’s report
 
of the
 
System of
 
Internal Controls.
The Audit
 
Committee has prepared
 
its own assessment
report on Internal Audit Group’s
 
evaluation. The
 
reports
were further
 
submitted to the Board and the BoG in line
with the BoG Act 2577/2006
approved the
 
revised Group Compliance Mandate
focused
 
particularly
 
on
 
the
 
AML
 
function
 
and
 
received
regular updates on the AML issues
 
discussed
 
the
 
revised
 
Compliance
 
Risk
 
Assessment
Methodology
discussed
 
and
 
further
 
submitted
 
to
 
the
 
BoD
 
for
information
 
the Anti-Money
 
Laundering (AML)
 
Business
Risk Assessment
reviewed the annual Group Compliance Sector’s reports
over
 
AML and
 
compliance activities
 
of the
 
Bank for
 
the
year
 
2021
 
and
 
prepared
 
its
 
own
 
assessment
 
report
thereon. The reports were further submitted to the
 
Board
and
 
the
 
BoG,
 
in
 
line
 
with
 
the
 
BoG
 
Governors
 
Act
2577/2006
 
 
 
 
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reviewed and cleared the financial
 
statements and other
financial
 
reports
 
and
 
trading
 
updates
 
prior
 
to
 
their
release
discussed
 
with
 
Management
 
the
 
implementation
 
of
corrective
 
actions
 
to
 
recommendations
 
made
 
by
Internal
 
and
 
External
 
Auditors
 
and
 
Regulatory
Authorities
assessed the effectiveness
 
of the External Auditors, their
objectivity
 
and
 
independence,
 
discussed
 
results
 
with
Management
 
and
 
Internal
 
Audit
 
and
 
communicated
final results to the Board and to the External
 
Auditors
approved the
 
remuneration of External
 
Auditors
proposed to the Board and the Annual General Meeting
of
 
Shareholders
 
for
 
approval
 
the
 
appointment
 
of
 
the
External Auditors for the financial year
 
2022
monitored,
 
in
 
line
 
with
 
the
 
External
 
Auditor’s
Independence Policy, the non-audit services provided by
the External Auditor in 2022,
 
assessed the performance
 
of the Internal Auditor,
approved
 
the
 
annual
 
Plans
 
of
 
Internal
 
Audit
 
and
Compliance and monitored their progress
received updates on the
 
progress of the Annual Budget
 
in accordance with the
 
provisions of Law 2533/1997,
 
the
Audit Committee reviewed
 
reports on
 
substantial stock
transactions
 
of
 
the
 
HoldCo’s
 
Directors
 
and
 
General
Managers which
 
meet the
 
criteria set
 
in Law 2533/1997
and notified the Board
approved
 
and notified the
 
Board for
 
further submission
to the
 
Annual General
 
Meeting, the
 
annual AC
 
Activity
Report for 2021.
reviewed,
 
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
for approval
 
the revised
 
Group AML/CFT
 
and Sanctions
Policy,
 
the
 
revised
 
Compliance
 
Policy
 
and
 
the
 
revised
Conflict of Interest Policy
reviewed,
 
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
for
 
information
 
the
 
revised
 
Insider
 
Dealing
 
Guideline
and the revised Market Abuse Policy
 
reviewed
 
and
 
approved
 
the
 
revised
 
Order
 
Execution
Policy,
 
the
 
revised
 
MiFID
 
II
 
Product
 
Governance
 
Policy,
the revised
 
Policy
 
for
 
Reporting Unethical
 
Conduct, the
revised
 
Safekeeping
 
Policy,
 
the
 
revised
 
MiFID
 
II
Customer
 
Categorization
 
Policy,
 
the
 
revised
Appropriateness
 
Assessment
 
Policy
 
and
 
the
 
revised
Suitability Assessment Policy
discussed with Management, Internal Audit
 
and External
Auditors issues relating to the financial results,
 
reviewed
 
and
 
cleared
 
the
 
consolidated
 
financial
statements
discussed
 
with
 
Management
 
the
 
implementation
 
of
corrective
 
actions
 
to
 
recommendations
 
made
 
by
Internal
 
and
 
External
 
Auditors
 
and
 
Regulatory
Authorities
discussed
 
with
 
the
 
Audit
 
Committee
 
Chairpersons
 
of
Eurobank
 
Serbia,
 
Eurobank
 
Bulgaria,
 
Eurobank
 
Cyprus
and
 
Eurobank
 
Private
 
Bank
 
Luxembourg
 
the
 
key
 
audit
issues of the International Subsidiaries
discussed with
 
Management
 
and External
 
Auditors the
oversight,
 
the
 
potential
 
risks
 
and
 
the
 
proposed
mitigating
 
actions
 
of
 
the
 
merger
 
of
 
Eurobank
 
Serbia
with Direktna
assessed the effectiveness
 
of the External Auditors, their
objectivity
 
and
 
independence,
 
discussed
 
results
 
with
Management
 
and
 
Internal
 
Audit
 
and
 
communicated
final results to the Board and to the External
 
Auditors
approved the
 
remuneration of External
 
Auditors
proposed to the Board and the Annual General Meeting
of
 
Shareholders
 
for
 
approval
 
the
 
appointment
 
of
 
the
External Auditors for the financial year
 
2022
monitored,
 
in
 
line
 
with
 
the
 
External
 
Auditor’s
Independence Policy, the non-audit services provided by
the External Auditor in 2022
 
assessed the performance
 
of the Head of
 
Internal Audit
and the Head of Group Compliance Sector
approved
 
the annual Plans
 
of Internal Audit Group
 
and
of Group Compliance and monitored their progress
monitored the memberships and the modus operandi of
the
 
Audit
 
Committees
 
of
 
the
 
subsidiaries,
 
as
 
required,
and reviewed their
 
Activity Reports
in accordance with the
 
provisions of Law 2533/1997,
 
the
Audit Committee reviewed
 
reports on
 
substantial stock
transactions
 
of
 
the
 
Bank’s
 
Directors
 
and
 
General
Managers which
 
meet the
 
criteria set
 
in Law 2533/1997
and notified the Board
approved
 
and notified the
 
Board for
 
further submission
to the
 
Annual General
 
Meeting, the
 
annual AC
 
Activity
Report for 2021.
 
It is noted
 
that in
 
accordance with
 
the Law
 
4449/2017 as in
 
force,
 
the HoldCo/Bank
 
ACs submit
 
an annual activity
 
report to
their
 
Shareholders’
 
Annual General
 
Meeting on
 
the
 
issues dealt
 
with by
 
the
 
ACs
 
during the
 
previous
 
year,
 
also including
 
a
description of the sustainability policy followed
 
by each entity.
The 2022
 
HoldCo/Bank AC
 
Activity Reports which
 
are also
 
part of
 
the 2022
 
HoldCo/Bank Annual Financial
 
Reports, refer
 
to
the AC activity during 2022, the issues addressed
 
and the sustainability policy.
3.2
Board Risk Committee
7
The purpose of the HoldC/Bank’s
 
Board Risk Committee (BRC) is to assist the Board in the following
 
risk-related issues:
to advise and
 
support BoD regarding
 
the monitoring
 
of overall
 
actual and future
 
risk appetite and
 
strategy,
 
taking into
account all types of risks to
 
ensure that they are in line with the business strategy, objectives, corporate
 
culture and values
of the institution
to provide BoD with recommendations
 
on necessary adjustments to the risk strategy
to assist BoD in overseeing the implementation
 
of risk strategy and the corresponding
 
limits set
7
HoldCo/Bank’s BRCs’ Terms of Reference
 
may be found at the HoldCo/Bank websites (
 
&
).
 
 
 
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to oversee the implementation of the strategies for capital and liquidity management as well as
 
for all other relevant risks,
such
 
as
 
credit
 
and
 
market
 
risks
 
as
 
well
 
as
 
non-financial
 
risks
 
such
 
as
 
operational,
 
reputational
 
conduct
 
legal,
 
cyber,
outsourcing climate and environmental, in order to
 
assess their adequacy against the approved risk appetite
 
and strategy
to oversee the
 
progress made to enhance resolvability
 
in accordance with the
 
requirements of the
 
Resolution Authorities
(for Bank BRC only)
to review a number
 
of possible scenarios, including
 
stressed scenarios, to assess
 
how the risk profile would
 
react to external
and internal events
to oversee
 
the alignment
 
between all
 
material financial
 
products and
 
services offered
 
to clients and
 
the business
 
model
and risk
 
strategy.
 
The
 
BRC should
 
assess the
 
risks associated
 
with the
 
offered
 
financial products
 
and services
 
and take
into account the
 
alignment between the
 
prices assigned to
 
and the profits
 
gained from
 
those products
 
and services
(for
Bank BRC only)
to provide advice on the appointment
 
of external consultants that BoD may decide to engage for advice or support
to
 
assess
 
the
 
recommendations
 
of
 
internal
 
or
 
external
 
auditors
 
and
 
follow
 
up
 
on
 
the
 
appropriate
 
implementation
 
of
measures taken
to
 
ensure
 
that
 
an
 
appropriate
 
risk
 
management
 
framework
 
has
 
been
 
developed
 
which
 
is
 
embedded
 
in
 
the
 
decision-
making
 
process
 
(e.g.
 
new
 
products
 
and
 
services
 
introduction,
 
risk
 
adjusted
 
pricing,
 
internal
 
risk
 
models,
 
risk
 
adjusted
performance measures
 
and capital allocation)
to define the risk management principles and ensure that there
 
are the appropriate methodologies,
 
modeling tools, data
sources and sufficient and competent staff to identify,
 
assess, monitor and mitigate risks, and
 
to set,
 
approve
 
and oversee
 
the implementation
 
of the
 
institution’s risk
 
culture, core
 
values and expectations
 
regarding
credit risk
BRC Membership/Composition
The BRC members are appointed by the BoD, following
 
the recommendation of the
 
NomCo, in accordance with the legal and
regulatory
 
framework
 
where
 
applicable.
 
The
 
Chairperson
 
qualifies
 
as
 
independent
 
member
 
with
 
a
 
solid
 
experience
 
in
commercial
 
banking and preferably
 
risk and/or Non-Performing
 
Exposures management
 
and is familiar
 
with the
 
Greek and
international
 
regulatory
 
framework.
 
The
 
appointment
 
of
 
the
 
Chairperson
 
and
 
the
 
Vice-Chairperson
 
shall
 
go
 
through
 
the
NomCo’s
 
proposal
 
process
 
and approved
 
by
 
the
 
Board.
 
The
 
tenure
 
of
 
the
 
BRC members
 
coincides with
 
the
 
tenure
 
of
 
the
Bank’s Board,
 
with the
 
option to
 
renew their
 
appointment, but
 
in any
 
case, the
 
service in
 
the BRC
 
should not
 
be more
 
than
nine (9) years in total. HFSF appointed an Observer in the
 
BRC, in line with the requirements
 
of the TRFA.
The BRC
 
consists of
 
five (5)
 
non-executive Directors,
 
three (3)
 
of whom
 
are independent,
 
including the
 
Chairperson and
 
the
Vice-Chairperson.
 
One
 
(1)
 
of
 
the
 
BRC
 
members
 
is
 
the
 
HFSF Representative.
 
In
 
particular,
 
the
 
BRC
 
composition
 
is
 
outlined
below:
BRC Chairperson:
Rajeev Kakar,
Non-Executive Independent Director of the Board
BRC Vice-Chairperson:
Cinzia Basile,
Non-executive Independent Director of the Board
Members:
Bradley Paul Martin,
 
Non-Executive Director of the Board
Alice Gregoriadi,
Non-Executive Independent Director of the Board
Efthymia Deli,
 
Non-executive Director of the Board,
 
HFSF Representative
It
 
is
 
noted
 
that
 
during
 
2022
 
and
 
following
 
NomCos’
 
recommendations
 
for
 
the
 
recomposition
 
of
 
the
 
HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on 21.7.2022,
 
Mr. Jawaid Mirza to cease to be member of the
 
BRCs.
 
BRC Meetings
The BRC meets
 
at least on a monthly basis and the
 
Chairperson updates the BoD members
 
on the material matters
 
covered
by the Committee during the previous
 
period (if any) at the quarterly meetings
 
of the BoD.
 
Apart
 
from
 
the
 
BRC
 
members,
 
the
 
Audit
 
Committee’s
 
members
 
may
 
also
 
attend
 
BRC
 
sessions
 
when
 
common
 
issues
 
are
discussed (i.e. on
 
operational
 
risk matters,
 
on IT security
 
and cyber risks).
The Chairperson
 
of the
 
BRC may also
 
invite to the
meetings other executives
 
of the Group or external advisors or experts,
 
as deemed appropriate.
Quorum in the BRC Meetings
Quorum requires
 
the majority
 
of members
 
(half plus one)
 
to be present
 
or represented,
 
provided that
 
no less than
 
three (3)
Committee members,
 
including the
 
Chairperson or
 
the Vice
 
Chairperson, are
 
present. Each
 
member
 
of the
 
Committee may
validly
 
represent
 
only
 
one
 
of
 
the
 
other
 
Committee
 
members.
 
Representation
 
in
 
the
 
Committee
 
may
 
not
 
be
 
entrusted
 
to
persons other
 
than the me
 
mbers thereof.
 
In determining the number
 
of members for
 
the quorum, fractions,
 
if any, will not
 
be
counted.
 
BRC Decisions
The BRC resolutions require
 
a majority vote of the members
 
who are present or represented. In case of a tie, the Chairperson
and in case of his/her absence the Vice Chairperson has the casting vote. In case of non-unanimous decisions, the views of
 
the
minority are also minuted. The Board is informed
 
of the BRC’s minutes.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Attendance to the BRC Meetings
During 2022, attendance details for the
 
Board Risk Committee were as foll
 
ows,
 
Company
Meetings
Average ratio of
Directors’ attendance
2022
2021
2022
2021
HoldCo
(since 31.3.2022)
10
n/a
95%
n/a
Bank
 
14
14
97%
99%
The Directors’ individual attendance
 
rates at the BRC meetings
 
in 2022 were the following:
Eurobank Holdings’ BRC
Eurobank BRC
Eligible to attend
Attended in person
 
(# and %)
Eligible
to
attend
Attended in
person
 
(# and %)
Rajeev Kakar,
BRC Chairperson
10
9
90%
14
13
93%
Cinzia Basile,
 
BRC Vice-Chairperson
10
9
90%
14
13
93%
Bradley Paul Martin,
 
BRC member
10
9
90%
14
14
100%
Jawaid Mirza,
BRC member until 21.7.2022
6
6
100%
9
9
100%
Alice Gregoriadi,
BRC member
10
10
100%
14
14
100%
Efthymia Deli,
BRC member
10
10
100%
14
14
100%
It is noted
 
that Mr. Rajeev Kakar, Ms. Cinzia Basile
 
and Mr. Bradley Paul L.
 
Martin provided representation proxies for all missed
meeting in HoldCo/Bank’s BRCs, leading their overall
 
attendance rates (physical and under representation)
 
at 100% in BRC.
BRC Secretary and Minutes
The BRC appoints its
 
Secretary, who reports
 
to the Group
 
Company Secretariat and cooperates
 
with the Chairperson
 
of the
Committee and the Group Chief Risk
 
Officer (“GCRO”). The Secretary is responsible to minute
 
the proceedings and resolutions
of
 
all
 
BRC
 
meetings,
 
including
 
the
 
names
 
of
 
those
 
present
 
and
 
in
 
attendance
 
and
 
the
 
action
 
plans
 
and
 
follow
 
ups
 
for
assignments, as well as for issuance of extracts.
 
Decisions, actions and follow
 
ups are disseminated to the Bank’s responsible
Units, as required.
 
BRC Terms of Reference
 
(ToR)
BRC’s
 
ToR
 
are
 
reviewed
 
at
 
least
 
every
 
two
 
(2)
 
years
 
and
 
revised,
 
if
 
necessary,
 
unless
 
significant
 
changes
 
in
 
the
 
role,
responsibilities, organization and/or regulatory requirements necessitate earlier revision.
 
The ToR are approved
 
by the Board.
BRC’s Performance Evaluation
BRC’s performance
 
is evaluated annually according
 
to the provisions
 
of the Board
 
and Board Committees Evaluation
 
Policy.
According to
 
BRC’s self-evaluation,
 
the BRC
 
members are
 
satisfied with the
 
Committee’s effectiveness
 
and leadership. They
believe that
 
the BRC uses
 
its time effectively
 
and there
 
is a good
 
planning and scheduling
 
of the meetings.
 
The Chairperson
of the BRC is
 
well prepared for the meetings and helps the Committee
 
to effectively navigate through its agenda, encouraging
critical discussion and ensuring that every
 
member can freely express
 
her/his views. The members
 
are also well prepared and
there is
 
high level of
 
participation on
 
all important discussions, showing
 
an adequate level
 
of challenge. The
 
evaluation also
highlighted that BRC’s
 
planning and scheduling
 
of meetings should
 
continue to focus
 
on prioritizing the
 
most important risk
issues.
 
 
 
 
 
 
 
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BRC’s Activity in 2022
For 2022, the BRC has,
 
amongst others:
Eurobank Holdings
Bank
monitored
 
the
 
Group’s
 
overall
 
actual
 
and
 
future
 
risk
appetite and
 
strategy,
 
taking into
 
account all
 
types of
risks
 
to
 
ensure
 
that
 
they
 
are
 
in
 
line
 
with
 
the
 
business
strategy, objectives,
 
corporate culture and values of the
Group
approved,
 
among
 
others,
 
the
 
following
 
regulatory
 
and
other reports, including risk policies and frameworks:
-
Internal Capital &
 
Liquidity Adequacy Assessment
processes ICAAP/ILAAP
 
-
Capital Adequacy Statements, Liquidity Adequacy
Statements
-
Risk Identification
 
and Materiality
 
Process
 
(RIMA)
Report
-
Group Recovery Plan
 
approved the
 
GCRO Annual Report
approved the Group
 
Risk and Capital Strategy and Risk
Appetite Framework as well as
 
Risk Appetite
 
Statements
incl. RAS dashboard
monitored
 
Eurobank’s
 
overall
 
actual
 
and
 
future
 
risk
appetite and
 
strategy,
 
taking into
 
account all
 
types of
risks
 
to
 
ensure
 
that
 
they
 
are
 
in
 
line
 
with
 
the
 
business
strategy,
 
objectives, corporate culture
 
and values of the
institution
monitored
 
qualitative
 
and
 
quantitative
 
aspects
 
of
credit, market, liquidity and operational
 
risks,
 
reviewed
 
Information
 
and
 
Communication
 
Technology
(ICT)
 
Risk
 
and
 
Security
 
(incl.
 
Cyber
 
Security),
 
Physical
Security and Fraud
 
detection
reviewed
 
General
 
Data
 
Protection
 
Regulation
 
(GDPR)
and Payment Services Directive
 
2 (PSD2) status
approved,
 
among
 
others,
 
the
 
following
 
regulatory
 
and
other reports, including risk policies and frameworks
 
-
Single
 
Resolution
 
Board’s
 
(SRB’s)
 
Working
Priorities
 
and
 
Eurobank’s
 
Resolvability
 
Work
Programme (Bail in playbook, etc.)
-
Minimum Requirement for
 
Own Funds and Eligible
Liabilities (MREL) Issuance plan & Targets
 
-
Non-performing
 
Exposures
 
(NPE)
 
Reduction
 
Plan
2022-2024: Summary report, impairments and key
risk metrics
­
EBA Dashboard
reviewed and/or approved:
­
Climate Stress Test
 
2022 and Framework
­
External
 
3rd
 
Party
 
Benchmarking
 
of
 
the
 
Risk
Management Function
­
Early Warning System
­
Risk Parameters
 
monitoring
­
Outsourcing
 
reports
 
incl.
 
OSI
 
regarding
 
IT
Outsourcing
­
 
OSI – Internal Ratings Based
 
(IRB) for Loss given
Default (LGD)
Retail models
­
New SRT NPE Securitisations
 
­
ALM tool governance framework
 
guideline
approved
 
several
 
policies incl. market
 
risk, counterparty
risk, liquidity, credit, collection etc.
3.3
Remuneration Committee
8
The
 
HoldCo/Bank’s
 
Boards
 
have
 
delegated
 
to
 
the
 
respective
 
RemCos
 
the
 
responsibilities
 
(a)
 
to
 
provide
 
specialized
 
and
independent advice for
 
matters relating
 
to remuneration
 
policy and its implementation
 
at HoldCo/Bank Group
 
level and for
the
 
incentives
 
created
 
while
 
managing
 
risks,
 
capital
 
and
 
liquidity,
 
(b)
 
to
 
safeguard
 
the
 
proper
 
exercise
 
of
 
its
 
duties
 
and
responsibilities,
 
the
 
efficient
 
alignment
 
of
 
the
 
personnel’s
 
remuneration
 
with
 
the
 
risks
 
the
 
HoldCo/Bank
 
undertakes
 
and
manages and the
 
required alignment between
 
the HoldCo/Bank
 
and the Group,
 
and (c) to approve
 
or propose for
 
approval
all exposures
 
of Key
 
Management Personnel
9
 
and their
 
relatives
 
(spouses, children,
 
siblings).
The Non-Executive
 
Directors of
HoldCo/Bank have
 
the responsibility
 
to approve
 
and periodically
 
review HoldCo/Bank’s
 
remuneration
 
policy and
 
oversee its
implementation both at
 
Bank and Group level.
 
The implementation
 
of the
 
HoldCo/Bank remuneration
 
policy is in
 
line with the
 
provisions
 
of Laws 3864/2010,
 
4261/2014 and
Bank of Greece Governor’s Act 2650/2012.
The HoldCo/Bank RemCo is also responsible to:
determine the remuneration system for the members of the Board of Directors
 
and the senior executives
 
and to make
a relevant recommendation on them to the Board of Directors, which decides on them or to make recommendations
to the General Meeting, where
 
required.
propose
 
to
 
the
 
Non-Executive
 
Directors
 
of
 
the
 
HoldCo/Bank’s
 
BoD
 
for
 
their
 
approval
 
the
 
goals
 
and
 
objectives
relevant
 
to
 
the
 
HoldCo/Bank’s
 
CEO
 
remuneration
 
and
 
evaluate
 
his/her
 
performance
 
in
 
light
 
of
 
these
 
goals
 
and
objectives.
guide and monitor the external
 
remuneration
 
consultant (if hired) and ensure that
 
it receives appropriate
 
reporting
from him/her.
 
In addition, HoldCo/Bank RemCo ensures that the external consultant is referred
 
in the HoldCo/Bank’s
annual report of
 
the year hired and/or
 
completed his/her work, together with
 
a statement of any
 
possible relationship
between him/her and the HoldCo/Bank
 
or with members of the HoldCo/Bank’s
 
Board individually.
8
 
HoldCo/Bank’s Remuneration
 
Committees’ Terms
 
of Reference
 
may be
 
found
 
at the
 
HoldCo/Bank websites
 
(
 
&
).
 
9
 
Key Management Personnel includes: Bank’s Executive and Non-Executive BoD members, Executive Board (ExBo) members, General
Managers non-members of the ExBo and the Heads of Group Internal Audit, Group Compliance, Group Risk Management.
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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RemCo Membership/Composition
The RemCo members are appointed by the
 
Board. One (1) of the RemCo members is the HFSF Representative,
 
while the HFSF
appointed an Observer in the RemCo, in line with the
 
requirements of the TRFA.
In
 
the
 
event
 
that
 
the
 
Chairperson
 
of
 
the
 
Bank’s
 
Board
 
is
 
a
 
member
 
of
 
the
 
RemCo,
 
she/he
 
cannot
 
participate
 
in
 
the
determination of his/her remuneration.
The
 
tenure
 
of
 
the
 
RemCo
 
members
 
coincides
 
with
 
the
 
tenure
 
of
 
the
 
HoldCo/Bank’s
 
Board,
 
with
 
the
 
option
 
to
 
renew
 
their
appointment, but in any case, the service in RemCos should not be more
 
than nine (9) years in total.
 
The RemCos consists of five (5)
 
non- executive Directors four (4) of
 
whom are independent Directors,
 
including the Chairperson
and the Vice-Chairperson. In particular,
 
the HoldCo/Bank RemCo composition is outlined below:
RemCo Chairperson:
Cinzia Basile,
Non-executive Independent Director of the Board
RemCo Vice-Chairperson:
Jawaid Mirza,
Non-Executive Independent Director of the Board
Members:
George Chryssikos,
 
Non-Executive Director of the Board
Alice Gregoriadi,
Non-Executive Independent Director of the Board
Efthymia Deli,
 
Non-executive Director of the Board,
 
HFSF Representative
It is
 
noted
 
that
 
during 2022
 
and following
 
NomCo’s
 
recommendations,
 
the
 
HoldCo/Bank’s
 
BoDs on
 
21.7.2022
 
decided the
following amendments
 
on RemCos’ composition:
a)
Mr. Jawaid
 
Mirza was appointed
 
RemCos’ Vice-Chairperson
 
in replacement
 
of Mr.
 
Rajeev Kakar
 
who ceased to
 
be
member of the RemCos.
b)
Mr. George Chryssikos was appointed RemCos’ member,
 
and
 
c)
Mr. Bradley Paul
 
Martin and Ms. Irene Rouvitha Panou ceased to be members of the
 
RemCos.
RemCo meetings
HoldCo/Bank’s RemCo meets at least twice a year and minutes are kept.
 
Quorum in RemCo meetings
HoldCo/Bank’s
 
RemCo
 
is
 
in
 
quorum
 
and
 
meets
 
validly
 
when
 
half
 
of
 
its
 
members
 
plus
 
one
 
(1)
 
are
 
present
 
or
 
represented
(fractions,
 
if
 
any,
 
are
 
not
 
counted),
 
provided
 
that
 
no
 
less
 
than
 
three
 
(3)
 
members,
 
including
 
the
 
Chairperson
 
or
 
the
 
Vice
Chairperson
 
are
 
present.
 
Each
 
member
 
of
 
RemCo
 
may
 
validly
 
represent
 
only
 
one
 
of
 
the
 
other
 
RemCo
 
members.
Representation in RemCo may not be entrusted to persons other
 
than the members thereof.
 
RemCo Decisions
RemCo’s resolutions
 
are validly taken
 
by an absolute
 
majority of the
 
members who
 
are present
 
or represented.
 
In case of
 
a
tie, the Chairperson and in case of his/her absence the Vice Chairperson of RemCo shall have the casting vote.
 
In case of non-
unanimous decisions, the
 
views of the
 
minority should also
 
be minuted. The
 
Board shall
 
be informed
 
whenever
 
a decision
 
of
the Committee is not reached unanimously.
 
Attendance to the RemCo meetings
During 2022 the attendance details for
 
the Remuneration
 
Committees were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2022
2021
2022
2021
HoldCo
6
n/a
100%
n/a
Bank
 
8
8
100%
100%
RemCo Secretary and Minutes
RemCo appoints its
 
Secretary, who reports to
 
the Group Company Secretariat
 
and cooperates with the Chairperson
 
of RemCo
and
 
the
 
Group
 
Human
 
Resources
 
Deputy
 
General
 
Manager.
 
The
 
Secretary
 
is
 
responsible
 
to
 
minute
 
the
 
proceedings
 
and
resolutions of all RemCo’s meetings, including the names
 
of those present and in attendance and the action plans and follow
ups
 
for
 
assignments,
 
as
 
well
 
as for
 
issuance
 
of
 
extracts.
 
Decisions,
 
actions
 
and
 
follow
 
ups are
 
disseminated
 
to the
 
Bank’s
responsible Units, as required.
RemCo Terms of Reference
 
(ToR)
RemCo’s
 
ToR
 
are
 
reviewed
 
at
 
least
 
every
 
two
 
(2)
 
years
 
and
 
revised,
 
if
 
necessary,
 
unless
 
significant
 
changes
 
in
 
the
 
role,
responsibilities, organization and/or regulatory requirements necessitate earlier revision.
 
The ToR are approved by the Board.
RemCo’s Performance
 
Evaluation
RemCo’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
the
 
Board
 
and
 
Board
 
Committees
 
Evaluation
Policy.
 
According
 
to
 
RemCo’s
 
self-evaluation,
 
the
 
RemCo
 
members
 
are
 
satisfied
 
with
 
the
 
Committee’s
 
effectiveness
 
and
leadership. They believe that the RemCo uses its time effectively and there is a good planning and scheduling of
 
the meetings.
The Chairperson of the
 
RemCo is well prepared for
 
the meetings and helps the
 
Committee to effectively navigate through
 
its
agenda, encouraging
 
critical discussion
 
and ensuring that
 
every member
 
can freely
 
express her/his
 
views. The
 
members are
also well prepared and
 
there is high level of
 
participation on all
 
important discussions, showing an
 
adequate level of challenge.
The
 
evaluation
 
also
 
highlighted that
 
while the
 
level
 
of remuneration
 
has improved,
 
it should
 
remain
 
an area
 
of focus
 
and
should be regularly assessed against relevant local and international benchmarking.
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
57
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RemCos' Activity in 2022
For 2022, RemCo has amongst others:
Eurobank Holdings
Bank
reviewed and proposed
 
to the Non-Executive Directors
for approval
 
the Remuneration
 
Policy of the
 
HoldCo
approved
 
the
 
Identification
 
Process
 
of
 
Material
 
Risk
Takers
 
(as part of the Remuneration
 
Policy)
discussed
 
the
 
remuneration
 
policy
 
implementation
 
at
Group level
discussed the
 
Remuneration
 
Policy Rev
 
iew – Follow
 
up
(for
 
the
 
Year
 
2020),
 
conducted
 
by
 
the
 
Internal
 
Audit
Group
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
Board
 
and
Board Committees’ Fees for
 
Non-Executive Directors of
the HoldCo
was
 
informed
 
on the
 
tax treatment
 
of
 
the
 
Board
 
and
Board Committees’ Fees
proposed to the
 
Board for
 
approval the
 
Remuneration
Report for the financial year 2021
proposed
 
to
 
the
 
Non-Executive
 
Directors
 
of
 
the
 
Bank
for approval the CEO’s Performance Evaluation for 2021
&
 
CEO’s
 
Financial
 
and
 
Non-Financial
 
objectives
 
for
2022
approved the
 
Remuneration Disclosures
 
for 2021
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
Board and Board Committees’ attendance policy
proposed to the
 
Board for approval
 
the Non-Executive
Directors’
 
remuneration
 
for
 
2023
 
onwards
 
(subject
 
to
AGM approval)
proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
a New Variable Remuneration
 
Scheme
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
 
2022
 
Stock
Option Plan Implementation
proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
a
 
borrowing
 
request
 
of
 
a
 
member
 
of
 
a
 
Key
Management Personnel
reviewed and proposed
 
to the Non-Executive Directors
for
 
approval
 
a
 
proposal
 
concerning
 
the
 
annual
contributions to Eurobank’s Group
 
Occupational Fund.
proposed
 
to the
 
BoD for
 
approval
 
the
 
revised
 
RemCo
Terms of Reference
reviewed and proposed
 
to the Non-Executive Directors
for approval
 
the Remuneration
 
Policy of the Bank
approved
 
the
 
Identification
 
Process
 
of
 
Material
 
Risk
Takers
 
(as part of the Remuneration
 
Policy)
discussed
 
the
 
remuneration
 
policy
 
implementation
 
at
Bank and Bank Group level
discussed the
 
Remuneration
 
Policy Review
 
– Follow
 
up
(for
 
the
 
Year
 
2020),
 
conducted
 
by
 
the
 
Internal
 
Audit
Group
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
Board
 
and
Board Committees’ Fees for
 
Non-Executive Directors of
the Bank
was
 
informed
 
on the
 
tax treatment
 
of
 
the
 
Board
 
and
Board Committees’ Fees
proposed to the
 
Board for approval
 
the Non-Executive
Directors’
 
remuneration
 
for
 
2023
 
onwards
 
(subject
 
to
AGM approval)
approved
 
the
 
remuneration
 
framework
 
and
remuneration increase of Senior Managers of Eurobank
Cyprus
proposed
 
to
 
the
 
Non-Executive
 
Directors
 
of
 
the
 
Bank
for approval the CEO’s Performance Evaluation for 2021
&
 
CEO’s
 
Financial
 
and
 
Non-Financial
 
objectives
 
for
2022
proposed to the BoD for approval the Board and
 
Board
Committees’ attendance policy
reviewed
 
the implementation
 
of the
 
Board and
 
Board
Committees’ attendance policy,
discussed
 
and
 
further
 
submitted
 
to
 
the
 
Board
 
for
information
 
the
 
implementation
 
of
 
the
 
Group
Subsidiary
 
Board
 
Remuneration
 
Policy
 
through
 
the
Group during 2021
approved the
 
Remuneration Disclosures
 
for 2021
proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
a New Voluntary Exit Scheme
 
(VES)
proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
a New Variable Remuneration
 
Scheme
depending on
 
the
 
case,
 
approved
 
or proposed
 
to the
Non-Executive
 
Directors
 
for
 
approval
 
various
remuneration
 
issues
 
of
 
the
 
international
 
subsidiaries
(remuneration
 
framework,
 
performance
 
related
variable remuneration, remuneration
 
adjustments etc)
proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
a
 
borrowing
 
request
 
of
 
a
 
member
 
of
 
a
 
Key
Management Personnel
received
 
and
 
reviewed
 
the
 
annual
 
updates
 
of
 
the
RemCo Chairpersons of Group’s banking subsidiaries
approved
 
the
 
appointment
 
of
 
RemCo
 
Chairperson
 
in
Eurobank Bulgaria
 
reviewed and prop
 
osed to the Non-Executive Directors
for
 
approval
 
a
 
proposal
 
concerning
 
the
 
annual
contributions to Eurobank’s Group
 
Occupational Fund.
3.4
Nomination and Corporate Governance
 
Committee
10
 
Eurobank Holdings and the Bank’s Boards have delegated to
 
the NomCos the responsibilities (a) to
 
lead the process for Board
and
 
Board
 
Committees
 
appointments,
 
including
 
the
 
identification,
 
nomination
 
and
 
recommendation
 
of
 
candidates
 
for
appointment to the Board,
 
(b) to consider matters
 
related to the Board’s adequacy, efficiency and effectiveness
and (c)
review
the Group’s
 
corporate governance
 
policies, procedures
 
and arrangements.
 
The Committees were
 
renamed Nomination
 
and
Corporate Governance
 
Committees in order to accurately reflect their
 
expanded purpose.
The NomCo, in carrying out its duties, is accountable to the
 
Board.
In particular, among others,
 
the NomCo is responsible:
 
At least
 
annually and
 
in accordance
 
with Board
 
and Board
 
Committees Evaluation
 
Policy,
 
to assess
 
the structure,
size, composition and performance
 
of the BoD and make
 
recommendations to
 
the BoD with regard
 
to the need for
its renewal and/or any other
 
changes it considers appropriate
 
10
HoldCo/Bank’s NomCos’ Terms of Reference
 
may be found at the HoldCo/Bank websites (
 
&
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
58
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Page
 
At least annually and in accordance with
 
Board and Board Committees Evaluation
 
Policy, to assess
 
the knowledge,
skills, experience and contribution of individual Board members
 
and of the Board collectively
 
and report to the BoD
accordingly
In
 
the
 
context
 
of
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
implementation,
 
to
 
determine
 
the
 
evaluation
parameters
 
based
 
on
 
best
 
practices
 
and
 
ensure
 
the
 
effectiveness
 
of
 
the
 
evaluation
 
of
 
the
 
Board,
 
the
 
individual
evaluation
 
of
 
Non-Executive
 
Directors,
 
including
 
the
 
Chair,
 
the
 
succession
 
plan
 
of
 
the
 
Chief
 
Executive
 
and
 
the
members
 
of the
 
Board,
 
the
 
targeted composition
 
of the
 
Board
 
of Directors
 
in relation
 
to the
 
strategy
 
and Board
Nomination Policy
To play a leading role in the nomination process and the design of the succession plan for the members of the Board
and senior management
To review
 
at least once every two
 
years and recommend for the
 
approval of the BoD the
 
BoD Nomination Policy
 
To ensure that the nomination process, as this is defined in the BoD Nomination Policy, is clearly defined and
 
applied
in a transparent manner and in a way that ensures
 
its effectiveness
To ensure that there is adequate,
 
step-wise succession planning
 
for Board members so
 
as to
 
maintain an
 
appropriate
level
 
of continuity
 
and organizational
 
memory at
 
Board level,
 
especially when
 
dealing with
 
sudden or
 
unexpected
absences or departures of Board members
To
 
monitor the
 
Board succession
 
planning in
 
order to
 
ensure the
 
smooth succession
 
of the
 
members
 
of the
 
Board
with their gradual replacement
 
in order to avoid the lack of management
To ensure
 
that the
 
succession framework
 
takes into account
 
the findings of
 
the evaluation
 
of the
 
Board in order
 
to
achieve the necessary changes in composition or skills and to maximise the effectiveness and collective suitability of
the Board
To review at least annually and always
 
before the initiation of the CEO succession process the qualifications required
for
 
the
 
position
 
of the
 
CEO, to
 
ensure that
 
there
 
is a
 
viable pool
 
of internal
 
and external
 
candidates
 
and also
 
to
ensure that
 
the CEO
 
is involved
 
in all the
 
areas of
 
CEO Succession
 
Plan, including the
 
assessment of
 
the nominees
for his/her position, as he
 
deems appropriate
To ensure that the CEO is involved in the succession
 
planning process of the senior executives at the level of the CEO
minus one, including the assessment of nominees for
 
the said positions
As far as NomCos of subsidiaries
 
are concerned, neither the HoldCo NomCo nor the Eurobank NomCo replace them. However,
the
 
Eurobank
 
NomCo has
 
the
 
overall
 
responsibility
 
to oversee
 
that
 
the
 
NomCos of
 
subsidiaries comply
 
with its
 
standards,
modus operandi and governance
 
framework.
NomCo Membership/Composition
NomCo members
 
are appointed by
 
the Board.
 
The tenure
 
of NomCo members
 
coincides with the
 
tenure of
 
the Board,
 
with
the option to renew their
 
appointment, but in any case, the service in NomCo should not
 
be more that nine (9) years in total.
 
The
 
BoD
 
Chairman
 
is
 
a
 
member
 
of
 
NomCo,
 
while
 
one
 
(1)
 
of
 
the
 
NomCo
 
members
 
is
 
the
 
HFSF
 
Representative.
 
The
 
HFSF
appointed an Observer in the NomCo, in line with
 
the requirements of the
 
TRFA.
The NomCo as of the date of approval of the here-in Statement, consists of five (5) non-executive Directors, three (3) of whom
are independent Directors, including the Chairperson who may not serve as the Chairperson of the Remuneration Committee.
 
The NomCo composition is outlined below:
NomCo Chairperson:
Irene Rouvitha Panou,
Non-Executive Independent Director of the Board
NomCo Vice-Chairperson:
Bradley Paul L. Martin,
Non-Executive Director of the Board
Members:
Jawaid Mirza,
 
Non-Executive Independent Director of the Board
Rajeev Kakar,
Non-Executive Independent Director of the Board
Efthymia Deli,
 
Non-Executive Director of the Board,
 
HFSF Representative
It is
 
noted
 
that
 
during 2022
 
and following
 
NomCos’
 
recommendations,
 
the
 
HoldCo/Bank’s
 
BoDs on
 
21.7.2022
 
decided the
following amendments
 
on NomCos’ composition:
a)
Mr. Jawaid Mirza was appointed NomCos’ member
 
and
 
b)
Mr. Georgios Zanias and Ms. Alice Gregoriadi
 
ceased to be members of the NomCos.
 
NomCo Meetings
NomCo meets at least twice a year and minutes are kept.
 
Quorum in the NomCo Meetings
NomCo is in quorum and meets validly when
 
half of its members plus one (1) are
 
present or represented (fractions,
 
if any, are
not counted),
 
provided
 
that no
 
less than
 
three (3)
 
members, including
 
the Chairperson
 
or the
 
Vice Chairperson
 
are present.
Each member of NomCo may validly represent only
 
one of the other NomCo members. Representation in the NomCo may not
be entrusted to persons other than the
 
members thereof.
 
NomCo Decisions
NomCo’s resolutions
 
are validly taken
 
by an absolute
 
majority of the
 
members who
 
are present or
 
represented. In case
 
of a
tie, the Chairperson and in case of his/her absence the Vice Chairperson of NomCo shall
 
have the casting vote.
In case of non-
unanimous decisions, the
 
views of the
 
minority should also
 
be minuted. The
 
Board shall
 
be informed
 
whenever
 
a decision
 
of
the Committee is not reached unanimously.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Attendance to the NomCo meetings
During 2022 the attendance details for
 
the NomCo were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2022
2021
2022
2021
HoldCo
6
7
97%
98%
Bank
 
7
7
98%
98%
The Directors’ individual attendance
 
rates at the NomCo meetings in 2022 were
 
the following:
Eurobank Holdings NomCo
Eurobank NomCo
Eligible to attend
Attended in
person
 
(# and %)
Eligible
to
attend
Attended in
person
 
(#
and %)
Irene Rouvitha Panou,
NomCo Chairperson
6
6
100%
7
7
100%
Bradley Paul Martin,
NomCo Vice-Chairperson
6
5
83%
7
6
86%
Rajeev Kakar,
NomCo member since 21.7.2022
2
2
100%
2
2
100%
Georgios Zanias,
NomCo member until 21.7.2022
4
4
100%
5
5
100%
Jawaid Mirza,
NomCo member
6
6
100%
7
7
100%
Alice Gregoriadi,
NomCo member since 23.7.2021
4
4
100%
5
5
100%
Efthymia Deli,
NomCo member
6
6
100%
7
7
100%
It is
 
noted that
 
Mr.
 
Bradley
 
Paul
 
Martin provided
 
representation
 
proxies
 
for
 
each missed
 
meeting in
 
HoldCo/Bank
 
NomCo,
leading his overall attendance
 
rate (physical and under representation)
 
at 100% in HoldCo/Bank NomCo.
NomCo Secretary and Minutes
NomCo
 
appoints
 
its
 
Secretary,
 
who
 
reports
 
to
 
the
 
Group
 
Company
 
Secretariat
 
and
 
cooperates
 
with
 
the
 
Chairperson
 
of
NomCo. The Secretary is responsible to minute the proceedings and resolutions of all NomCo’s meetings, including the names
of those present
 
and in attendance
 
and the action
 
plans and follow
 
ups for
 
assignments, as well
 
as for
 
issuance of extracts.
Decisions, actions and follow
 
ups are disseminated to the responsible parties, as required.
NomCo Terms of Reference
 
(ToR)
NomCo’s
 
ToR
 
are
 
reviewed
 
at
 
least
 
every
 
two
 
(2)
 
years
 
and
 
revised,
 
if
 
necessary,
 
unless
 
significant
 
changes
 
in
 
the
 
role,
responsibilities, organization and/or regulatory requirements necessitate earlier revision.
 
The ToR are approved
 
by the Board.
 
NomCo’s Performance
 
Evaluation
NomCo’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
the
 
Board
 
and
 
Board
 
Committees
 
Evaluation
Policy.
 
According
 
to
 
NomCo’s
 
self-evaluation,
 
the
 
NomCo
 
members
 
are
 
satisfied
 
with
 
the
 
Committee’s
 
effectiveness
 
and
leadership. They believe that the NomCo uses its time effectively and there is a
 
good planning and
 
scheduling of the meetings.
The Chairperson of the NomCo is well
 
prepared for the meetings
 
and helps the Committee to effectively navigate through
 
its
agenda, encouraging
 
critical discussion
 
and ensuring that
 
every member
 
can freely
 
express her/his
 
views. The
 
members are
also well prepared and
 
there is high level of
 
participation on all
 
important discussions, showing
 
an adequate level of
 
challenge.
The evaluation
 
also highlighted that
 
the NomCo
 
and the
 
BoD should continue overseeing
 
that strong
 
governance culture
 
is
maintained across Eurobank
 
and its subsidiaries.
NomCo’s Activity in 2022
For 2022, NomCo has amongst others:
Eurobank Holdings
Bank
Proposed
 
to
 
the
 
BoD for
 
approval
 
the
 
revised
 
NomCo
Terms of Reference
reviewed for further
 
update of the Board, the Board and
Board Committees 2021 self-evaluation and the Board’s
overall
 
effectiveness assessment
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
new
composition of the Board Committees
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
Board of
 
Directors Diversity
 
Policy,
 
the CEO
 
Succession
Planning
 
Policy,
 
the
 
External
 
Engagements
 
Policy,
 
the
Board and
 
Board Committees
 
Evaluation Policy,
 
the C-
Suite
 
Succession
 
Planning
 
Policy,
 
the
 
Senior
Management
 
Selection
 
and
 
Appointment
 
Policy,
 
and
the Group Governance
 
Policy.
 
In addition, reviewed and
proposed to
 
the BoD
 
and AGM
 
for approval
 
the Board
Nomination Policy
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
revised Organizational Chart
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
Internal
Governance Control
 
Manual
Proposed
 
to
 
the
 
BoD for
 
approval
 
the
 
revised
 
NomCo
Terms of Reference
reviewed for further
 
update of the Board, the Board and
Board Committees 2021 self-evaluation and the Board’s
overall
 
effectiveness
 
assessment
 
and
 
the
 
Strategic
Planning Committee’s self-assessment for 2021
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
new
composition of the Board Committees
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
Board of
 
Directors Diversity
 
Policy,
 
the CEO
 
Succession
Planning
 
Policy,
 
the
 
External
 
Engagements
 
Policy,
 
the
Board and
 
Board Committees
 
Evaluation Policy,
 
the C-
Suite
 
Succession
 
Planning
 
Policy,
 
the
 
Senior
Management
 
Selection
 
and
 
Appointment
 
Policy,
 
the
Group
 
Governance
 
Policy
 
and
 
the
 
Board
 
Nomination
Policy
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
revised Organizational Chart
approved the selection of candidates as members of the
Board of Directors of Group’s significant subsidiaries
 
 
 
 
 
 
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reviewed
 
and updated
 
the
 
Board
 
on Senior
 
Executives
succession plan
approved
 
the external
 
engagements of
 
three (3)
 
Board
members
reviewed
 
the
 
independence
 
of
 
the
 
Independent
 
Non-
Executive directors
reviewed
 
the attendance
 
of Directors
 
to the
 
Board and
Board Committees
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
Corporate Governance Action Plan of recommendations
derived
 
from
 
various reviews,
 
including the
 
Supervisory
Review and Evaluation Process (SREP) 2021 and the BoD
and BoD Committees Self-Assessment 2021.
approved
 
the
 
NomCo
 
Chairpersons
 
of
 
Eurobank
Bulgaria and Eurobank Direktna
 
approved the appointment of the Head of Group Digital
Banking
 
General
 
Division
 
and
 
the
 
appointment
 
of
General Managers
received
 
and
 
reviewed
 
the
 
annual
 
updates
 
of
 
the
NomCo Chairpersons of Group’s banking subsidiaries
reviewed
 
and updated
 
the
 
Board
 
on Senior
 
Executives
succession plan
reviewed
 
the
 
Succession
 
planning of
 
Key
 
Management
Personnel
 
(KMP)
 
of
 
significant
 
subsidiaries
 
Eurobank
Bulgaria and Eurobank Cyprus
was
 
updated
 
on
 
the
 
Group
 
Corporate
 
Governance
Arrangements
 
Guideline
 
implementation
 
status
 
by
Group’s banking subsidiaries
approved
 
the external
 
engagements of
 
three (3)
 
Board
Members
 
reviewed
 
the
 
independence
 
of
 
the
 
Independent
 
Non-
Executive directors
reviewed
 
the attendance
 
of Directors
 
to the
 
Board and
its Committees
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
Corporate Governance Action Plan of recommendations
derived
 
from
 
various reviews,
 
including the
 
Supervisory
Review and Evaluation Process (SREP) 2021 and the BoD
and BoD Committees Self-Assessment 2021.
Board of Directors Diversity Policy
 
The Board
 
of Directors Diversity
 
Policy (“Policy”)
 
sets out the approach
 
to diversity on the
 
Board and it is
 
in accordance with
international best practices and
 
the applicable legal framework
11
.
As declared
 
in the
 
Policy,
 
the
 
Board’s
 
diversity
 
is one
 
of the
 
factors
 
which, according
 
to the
 
Board
 
Nomination
 
Policy,
 
the
Committee shall consider when examining composition and structure of the Board. A diverse Board includes and makes good
use of variety in the skills, educational and professional
 
background, geographical
 
provenance (nationality),
 
gender, age and
other qualities of Directors.
NomCo members discuss and agree all measurable
 
objectives for achieving diversity
 
on the Board during the review
 
process
of
 
the
 
Board
 
profile
 
matrix
 
according
 
to
 
the
 
Board
 
Nomination
 
Policy
 
and
 
for
 
proposing
 
the
 
(re)appointment/succession
planning
 
of
 
individual
 
Board
 
members
 
according
 
to
 
the
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy,
 
taking
 
into
consideration
 
the balance
 
of all diversity
 
aspects mentioned in
 
the Policy.
 
At any given time
 
the Board
 
may seek to improve
one or more aspects of its diversity and measure progress
 
accordingly.
According to the Policy,
 
NomCo’s priority is to ensure that the Board continues to have strong leadership and the right mix of
skills to deliver the business strategy.
 
Within this context and in regard to the
 
less represented gender in the Board,
 
NomCo’s
target is that the percentage of the female gender representation in
 
Board shall be at
 
least 25% calculated on
 
the total Board
size (rounded to the
 
nearest integer) in the
 
next three (3)
 
years, with the
 
aim the actual percentage
 
to be maintained above
the said minimum target at all times, also considering industry trends and best practices.
 
As of 31.12.2022, the representation
of the female gender in the Board
 
stood at 31%.
Senior Management Diversity
 
The Bank/HoldCo have acknowledged the need to facilitate career growth
 
for women executives, in order to create a pipeline
of
 
eligible
 
female
 
professionals
 
that
 
could
 
participate
 
in
 
the
 
Executive
 
Committee
 
and/or
 
Board.
 
For
 
that
 
purpose,
 
the
representation of female
 
executives that have
 
been identified during the annual Succession
 
Planning exercise (reviewed
 
and
approved
 
at Board
 
level)
 
has been
 
enhanced, ensuring
 
a 42%
 
increase of
 
women
 
successors’
 
participations
 
in the
 
pool, in
absolute terms.
In a
 
more long-term
 
perspective, the
 
Bank has
 
launched “Women
 
In Banking”
 
program,
 
a Women
 
Leadership Acceleration
Mentoring program,
 
aiming to
 
focus
 
on and
 
support career
 
growth
 
for
 
high potential
 
women
 
that
 
are
 
currently
 
in middle
management roles, in order
 
to create the context for
 
their transition to top executive
 
roles in the future.
The
 
Bank’s Human
 
Resources General
 
Division is
 
currently
 
in the
 
process
 
of examining
 
further
 
actions for
 
enhancing Senior
and/or Senior Management diversity within Bank/HoldCo.
 
Board Nomination Policy
The HoldCo/Banks’
 
Board Nomination
 
Policy sets
 
out the
 
guidelines and formal
 
process for
 
the identification,
 
selection and
nomination of
 
candidates for
 
the Board.
 
The Policy
 
ensures that
 
such appointments
 
are made: (a)
 
in accordance
 
with legal
and regulatory requirements;
 
(b) with due
 
regard to the
 
expectations of the
 
major shareholders, (c)
 
in line with the
 
HoldCo’s
and Bank’s contractual obligations with the HFSF and (d) on the basis of individual merit and ability, following a best practice
process.
The primary objectives of the
 
Policy are to:
11
The Board of Directors Diversity Policy may be found at the
 
HoldCo/Bank’s website
 
 
 
 
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Define the
 
general
 
principles which
 
guide the
 
NomCo as
 
it discharges
 
its role
 
across
 
all stages
 
of the
 
nomination
process
Devise the specific criteria and requirements
 
for Board nominees
 
Establish a transparent, efficient and fit-for
 
-purpose nomination process
Ensure that the structure of the Board
 
(including the succession planning) meets high ethical standards,
 
has optimal
balance of knowledge, skills and experience and is aligned with the
 
current regulatory requirements
 
The Board supported by NomCo
 
shall nominate candidates who meet the following
 
nomination criteria:
Reputation along with honesty, integrity and trust
a)
Reputation:
 
Sufficiently
 
good repute,
 
high social
 
esteem and
 
adherence
 
to the
 
reputation,
 
honesty,
 
and integrity
criteria of the applicable regulatory framework
 
b)
Honesty,
 
integrity
 
and
 
trust:
 
Demonstration
 
of
 
the
 
highest
 
standards
 
of
 
ethics,
 
honesty,
 
integrity,
 
fairness,
 
and
personal discipline, through personal history,
 
professional track
 
record or other public commitments
 
Knowledge, skills, experience (KSE) and other
 
general suitability requirements
a)
Understanding of the
 
HoldCo/Bank: Sufficient
 
KSE for
 
the development
 
of a proper
 
understanding of the
 
business,
culture, supervisory and regulatory context, product and geographic markets of operations,
 
and stakeholders of the
HoldCo and its subsidiaries
b)
Seniority:
 
Several
 
years
 
of
 
experience
 
in a
 
generally
 
recognised
 
position
 
of
 
leadership
 
in the
 
candidate’s
 
field of
endeavour
c)
Independent mind-set and ability to
 
challenge: Ability of forming
 
and expressing an
 
independent judgement on all
matters that reach the Board
 
and candour to challenge proposals and views on these matters by management and
other candidates
d)
Collegiality, team skills and leadership: Ability
 
to contribute constructively and
 
productively to Board discussions and
decision making
 
along with
 
ability of
 
leading such
 
discussions as
 
chair or
 
vice-chair of
 
specific committees
 
or the
Board as a whole
e)
Additional
 
criteria
 
for
 
the
 
nomination
 
of
 
Executive
 
Directors:
 
Proven,
 
through
 
current
 
and
 
previous
 
executive
positions,
 
knowledge,
 
skills,
 
experience
 
and
 
character
 
to
 
lead
 
the
 
HoldCo/Bank
 
and
 
its
 
subsidiaries
 
in
 
the
achievement of strategic objectives, along with willingness to enter into full time employment with the HoldCo/Bank.
Conflicts of interest and independence of mind
NomCo
 
examines
 
the
 
personal,
 
professional,
 
financial,
 
political
 
and
 
any
 
other
 
possible
 
interests
 
and
 
affiliations
 
of
candidates, ensuring that the
 
candidates do not have
 
actual, potential or perceived
 
conflicts of interest which cannot
 
be
prevented, adequately mitigated or
 
managed under the written
 
policies of the HoldCo/Bank,
 
that would impair their ability
to represent the
 
interests of all shareholders
 
of the HoldCo/Bank, fulfil
 
their responsibilities as Directors
 
and make sound,
objective and independent decisions (act with independence of mind).
In
 
particular,
 
NomCo
 
shall
 
also
 
examine
 
relevant
 
direct
 
and
 
indirect
 
monetary
 
interests
 
and
 
non-monetary
 
interests,
including those arising from affiliations
 
with and membership in other organisations.
Time commitment
NomCo ensures that
 
all nominees are able to
 
commit the time
 
necessary to effectively
 
discharge their responsibilities
 
as
Directors, including regularly attending and participating in meetings of the Board
 
and its Committees.
Collective suitability
 
The Collective
 
Suitability Matrix of the Joint ESMA/EBA Guidelines is updated in accordance
 
with the strategic objectives
and risk management
 
priorities of the
 
HoldCo/Bank, assisting
 
in identifying the
 
desirable KSE
 
of the
 
members to
 
ensure
collective suitability.
Among others,
 
in overseeing
 
the nomination
 
process,
 
the NomCo
 
shall ensure
 
that there
 
is adequate,
 
step-wise succession
planning for Board members
 
so as to maintain an appropriate level
 
of continuity and organizational memory
 
at Board level,
especially when
 
dealing with
 
sudden or
 
unexpected absences
 
or departures
 
of Board
 
members. In
 
this respect,
 
the NomCo
shall:
Monitor
 
the
 
tenures
 
of
 
Board
 
members
 
and
 
make
 
its
 
nomination
 
proposals
 
in
 
such
 
a
 
manner
 
as
 
to
 
encourage
staggered appointments/retirements on the Board, wherever possible. The reappointment of
 
current Board members
shall be based on continuing adherence to the criteria
 
established in this Policy
Ensure that
 
there
 
is an appropriate
 
level of
 
presence of
 
relevant KSEs
 
on the
 
Board, without
 
undue reliance on
 
the
expertise of a few Directors
Review
 
whether
 
there
 
are
 
sufficient
 
Board
 
members
 
who are
 
capable
 
of
 
serving
 
as
 
Board
 
Chair and
 
Committee
Chairs, if necessary
Periodically
 
monitor as
 
required the
 
availability of
 
candidates who
 
could address
 
the Board’s
 
succession planning
needs
 
Take
 
into account the
 
findings of the HoldCo
 
and Bank BoD evaluations
 
in order to
 
achieve the
 
necessary changes
in composition or skills and to maximise the effectiveness
 
and collective suitability of the
 
HoldCo and Bank BoD
The Board Nomination Policy is approved
 
by the Board and reviewed at least once every two (2) years by NomCo and revised
if necessary, unless material changes, regulatory
 
or other,
 
necessitate earlier revision.
CEO Succession Planning
The HoldCo/Banks’
 
CEO Succession Planning
 
Policy (Policy)
 
which is supplementary to the
 
HoldCo/Bank’s Board Nomination
Policy and HoldCo/Bank’s Board and Board
 
Committees Evaluation Policy,
 
sets out the guidelines and formal process
 
for the
identification, selection and nomination of candidates
 
for the succession
 
of the HoldCo/Bank’s CEO.
 
 
 
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In
 
accordance
 
with
 
the
 
Policy,
 
NomCo
 
defines,
 
in
 
collaboration
 
with
 
the
 
current
 
CEO,
 
the
 
qualifications
 
required
 
for
 
the
position
 
of
 
the
 
CEO, ensures
 
that
 
there
 
is
 
a viable
 
pool
 
of
 
candidates
 
who may
 
feet
 
the
 
required
 
profile,
 
reviews
 
at
 
least
annually and in any case before the initiation of the CEO succession process
 
the qualifications required for
 
the position of the
CEO and the
 
pool of candidates,
 
leads the selection
 
process, and
 
approves
 
a tailored to
 
the CEO induction
 
program, which
facilitates the smooth
 
transition.
3.5
Board Digital & Transformation
 
Committee
12
The
 
Bank’s Board
 
Digital &
 
Transformation
 
Committee (BDTC)
 
is a
 
consultative
 
body that
 
reviews
 
proposals
 
and gives
 
its
strategic advice and guidance on such proposals related to the Group’s digital, innovation, transformation
 
and cybersecurity,
in order to
 
contribute in
 
achieving the vision and
 
strategic goals of the
 
Bank. The BDTC, in carrying out
 
its duties,
 
is accountable
to the Bank Board.
BDTC Membership / Chairmanship
The
 
BDTC
 
members
 
are appointed
 
by the
 
Board. The
 
tenure of
 
the BDTC
 
members
 
coincides with
 
the tenure
 
of the
 
Bank’s
Board, with the
 
option to renew
 
their appointment,
 
but in any
 
case the
 
service in BDTC
 
should not be
 
more than twelve
 
(12)
years in total. The HFSF appointed an Observer
 
in the BDTC, in line
 
with the requirements of the
 
TRFA.
The BDTC consists of six (6) Directors of whom two (2) executives, three (3) independent non-executives, one (1) non-executive
who is also the representative of the
 
HFSF.
 
The BDTC
 
composition is outlined below:
BDTC
Chairperson:
Alice Gregoriadi,
 
Non-Executive Independent Director of the Board
BDTC Vice-
Chairperson:
Rajeev Kakar,
 
Non-executive Independent Director of the Board
Members:
Jawaid Mirza
, Non-executive Independent Director of the Board
 
Stavros Ioannou, Executive Director of the
 
Board / Deputy Chief Executive Officer,
 
Group Chief
Operating Officer (COO) &
 
International Activities
Andreas Athanasopoulos,
 
Executive Director of the Board
 
/ Deputy Chief Executive Officer, Group
 
Chief
Transformation
 
Officer, Digital & Retail
Efthymia P.
 
Deli,
 
Non-executive Director of the Board, HFSF
 
Representative
It is noted that during 2022 and following the
 
recommendation of the Bank NomCo, the Bank’s BoD on 21.7.2022
 
decided the
following amendments
 
on BDTC’s Composition:
 
Ms.
 
Alice
 
Gregoriadi,
 
previous
 
BDTC
 
Vice-Chairperson,
 
was
 
appointed
 
BDTC
 
Chairperson,
 
in
 
replacement
 
of
 
Mr.
Jawaid Mirza who remained BDTC member.
 
Mr. Rajeev Kakar,
 
previous BDTC
 
member, was appointed BDTC
 
Vice-Chairperson.
BDTC Meetings
BDTC meets
 
at least twice a year
 
and as each time required,
 
also considering that the
 
annually held Strategy
 
Away Day is a
forum
 
in
 
which
 
relevant
 
digital
 
and
 
transformation
 
strategic
 
matters
 
are
 
also
 
discussed,
 
while
 
minutes
 
are
 
kept
 
for
 
all
meetings.
 
Quorum in BDTC
BDTC
 
is in
 
quorum and meets
 
validly when
 
half of its
 
members plus
 
one (1)
 
are present
 
or represented
 
(fractions,
 
if any,
 
are
not counted), provided
 
that no less than
 
three (3) members,
 
including the Chairperson or
 
the Vice
 
Chairperson and one non
executive director are present. At all times, the Chairperson or the
 
Vice Chairperson are present and the total
 
number of non
executive
 
(incl.
 
independent
 
nonexecutive)
 
directors
 
should
 
be
 
the
 
majority
 
of
 
the
 
members
 
present
 
or
 
represented.
 
Each
member
 
may validly
 
represent
 
only one
 
of the
 
other
 
BDTC
 
members
 
and representation
 
may not
 
be entrusted
 
to persons
other than the
 
Committee members.
 
BDTC Decisions
BDTC’s resolutions
 
are validly taken by an absolute majority of the members
 
who are present or represented. In case of a tie,
the
 
Chairperson
 
and in
 
case of
 
his/her
 
absence the
 
Vice
 
Chairperson
 
of BDTC
 
shall have
 
the
 
casting
 
vote.
 
In case
 
of non-
unanimous decisions, the
 
views of the
 
minority should also
 
be minuted. The
 
Board shall
 
be informed
 
whenever
 
a decision
 
of
the BDTC
 
is not reached unanimously.
 
BDTC Attendance
 
Rate
During 2022, BDTC held two
 
(2) meetings and the ratio
 
of attendance was 100% (vs. 83% in 2021).
BDTC Secretary and Minutes
BDTC appoints its
 
Secretary, who reports
 
to the Group
 
Company Secretariat and cooperates
 
with the Chairperson
 
of BDTC.
The Secretary
 
is responsible to minute
 
the proceedings
 
and resolutions of
 
all BDTC’s
 
meetings, including the
 
names of those
present and in attendance and the action plans and follow
 
ups for assignments, as well as for issuance of extracts. Decisions,
actions and follow ups are
 
disseminated to the Bank’s responsible Units, as required.
BDTC Ter
 
ms of Reference (ToR)
The BDTC
 
ToR are
 
reviewed at
 
least once every
 
two (2) years
 
and revised if
 
necessary, unless
 
significant changes in the
 
role,
responsibilities, organization and/or regulatory requirements necessitate earlier revision.
 
The ToR are approved
 
by the Board.
12
BDTC ToR
 
may be found at the Bank’s website (www.eurobank.gr).
 
 
 
 
 
 
 
 
 
 
 
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BDTC Performance
 
Evaluation
BDTC’s performance
 
is evaluated annually according to the provisions of the Board and Board Committees Evaluation Policy.
According to BDTC’s self-evaluation, the BDTC members are satisfied with the Committee’s effectiveness and leadership. They
believe that the BDTC
 
uses its time effectively and there
 
is a good planning and scheduling of the meetings. The
 
Chairperson
of
 
the
 
BDTC
 
is
 
well
 
prepared
 
for
 
the
 
meetings
 
and
 
helps
 
the
 
Committee
 
to
 
effectively
 
navigate
 
through
 
its
 
agenda,
encouraging critical
 
discussion and ensuring
 
that every
 
member can
 
freely express her/his
 
views. The
 
members are
 
also well
prepared
 
and there
 
is high
 
level
 
of participation
 
on all
 
important discussions,
 
showing an
 
adequate level
 
of challenge.
 
The
evaluation
 
also
 
highlighted that
 
BDTC’s
 
planning and
 
scheduling
 
of future
 
meetings
 
could be
 
enhanced further
 
by
 
having
more benchmarking and best practices items in the agenda rather
 
than items related to the current
 
state of the Bank.
 
BDTC’s Activity
For
 
2022
 
BDTC
 
has
 
discussed mainly
 
the
 
Eurobank
 
2030
 
Transformation,
 
including
 
deep
 
dives
 
in
 
various.
 
The
 
Committee
reviewed
 
among
 
others
 
the
 
IT strategy
 
to support
 
transformation
 
and
 
the
 
management
 
of
 
risk
 
within
 
the
 
transformation
governance and was also update on certain innovation deep dives (like existing collaboration with Fintechs, scanning for new
opportunities and program EGG). In addition, for
 
2022, BDTC proposed
 
to the BoD for approval
 
its revised ToR.
 
4.
Management Committees
Given that
 
there
 
is no relevant
 
regulatory requirement
 
neither
 
a business need,
 
the CEO
 
has not established
 
committees at
HoldCo level.
As regards the Bank, the
 
CEO establishes committees to assist him, as required, in discharging his duties and responsibilities.
The
 
most
 
important
 
Committees established
 
by
 
the
 
CEO are
 
the
 
Executive
 
Board,
 
the
 
Strategic
 
Planning
 
Committee, the
Management Risk Committee, the
 
Group Asset and
 
Liability Committee, the Central
 
Credit Committees (I & II),
 
the Troubled
Assets
 
Committee,
 
the
 
Products
 
and
 
Services
 
Committee
 
(PSC)
 
and
 
the
 
Environmental,
 
Social
 
&
 
Governance
 
(ESG)
Management Committee.
 
Executive Board
The Composition of the
 
Executive Board and short biographical details of its members
 
are summarized below:
 
Fokion
 
Karavias
Chief Executive Officer (CEO)
Year of birth: 1964
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
7.569
Mr.
 
Karavias
 
joined
 
Eurobank
 
in
 
1997
 
and
 
served,
 
inter
 
alia,
 
as
 
Senior
General
 
Manager,
 
Group
 
Corporate
 
&
 
Investment
 
Banking,
 
Capital
Markets
 
&
 
Wealth
 
Management
 
(2014-2015)
 
and
 
Executive
 
Committee
Member
 
(2014-2015),
 
General
 
Manager
 
and
 
Executive
 
Committee
Member
 
(2005-2013),
 
Deputy
 
General
 
Manager
 
and
 
Treasurer
 
(2002-
2005), Head of fixed income and derivative product trading
 
(1997).
In
 
the
 
past,
 
Mr.
 
Karavias
 
had
 
also
 
the
 
following
 
significant
 
posts:
Treasurer
 
of
 
Telesis
 
Investment
 
Bank
 
(2000),
 
Head
 
of
 
fixed
 
income
products and derivatives in
 
Greece of Citibank,
 
Athens (1994) and
 
has also
worked in the Market
 
Risk Management Division of JPMorgan NY (1991).
He
 
holds
 
a
 
PhD
 
in
 
Chemical
 
Engineering
 
from
 
the
 
University
 
of
Pennsylvania, Philadelphia, USA and an
 
MA in Chemical Engineering from
the
 
same
 
university,
 
as well
 
as a
 
Diploma in
 
Chemical
 
Engineering from
the National
 
Technical
 
University of Athens.
 
He has published articles
 
on
topics related to his academic research.
Stavros Ioannou
Deputy Chief Executive Officer (CEO), Group
Chief Operating Officer
 
(COO) &
International Activities
Membership in Board Committees:
Board Digital and Transformation
 
Committee
– Member
Year of birth: 1961
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
1.528
Mr. Ioannou holds
 
several
 
other posts
 
in the Eurobank
 
Group as member
of
 
the
 
BoD
 
of
 
Eurobank
 
Direktna
 
AD,
 
Serbia
 
(since
 
November
 
2010),
Eurobank
 
Bulgaria AD
 
(since October
 
2015), Vice
 
-Chairman in
 
Eurobank
Cyprus Ltd (since
 
November 2022)
 
and is also
 
the Chairman of
 
the BoD,
BE-Business
 
Exchanges
 
SA
 
(since
 
January
 
2014).
 
He
 
has
 
also
 
been
appointed
 
as
 
the
 
responsible
 
BoD
 
member
 
of
 
Eurobank
 
Holdings
 
and
Eurobank
 
for
 
climate-related
 
and
 
environmental
 
risks
 
and
 
for
 
the
outsourcing function
He
 
is
 
currently
 
Non-Executive
 
Board
 
member
 
of
 
Grivalia
 
Management
Company S.A. (since September 2019).
In the past, Mr. Ioannou
 
had also
 
the following significant posts: Chairman
of
 
the
 
Executive
 
Committee
 
in
 
the
 
Hellenic
 
Banking
 
Association
 
(2020-
2022) where he
 
had been member since
 
2013, Vice
 
Chairman at Cardlink
SA (2013
 
-2015), Member
 
of
 
the
 
BoD in
 
Millennium Bank,
 
responsible
 
for
Retail,
 
Private
 
Banking
 
and
 
Business
 
Banking
 
(2003),
 
Head at
 
Barclays
Bank PLC, responsible for Retail Banking,
 
Private Banking and
 
Operations
(1990-1997).
He holds an MA in
 
Banking and Finance from
 
the University of
 
Wales, UK
and a Bachelor
 
Degree in Business
 
Administration
 
from the
 
University of
Piraeus.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Kostas Vassiliou
Deputy Chief Executive Officer
 
(CEO), Head of
Corporate & Investment Banking
Year of birth: 1972
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
Mr.
 
Vassiliou
 
holds
 
several
 
other
 
posts
 
in
 
the
 
Eurobank
 
Group
 
as
Chairman
 
of
 
the
 
BoD
 
of
 
Eurobank
 
Factors
 
Single
 
Member
 
SA
 
(since
December 2018), Member of the BoD of Eurobank Equities Single Member
SA (since March 2015),
 
Vice-Chairman of the BoD of
 
Eurolife FFH Insurance
Group
 
Holdings
 
SA
 
(since
 
January 2021),
 
Eurolife
 
FFH
 
Life
 
Insurance
 
SA
(since
 
December
 
2020)
 
and
 
Eurolife
 
FFH
 
General
 
Insurance
 
SA
 
(since
December 2020).
In the past, Mr. Vassiliou
 
had also the following significant posts: Country
Manager
 
for
 
Greece,
 
Cyprus
 
and
 
the
 
Balkans,
 
Mitsubishi
 
UFJ
 
Financial
Group, London (2000-2005) and Senior Relationship Manager, Mitsubishi
UFJ Financial Group, London (1998-2000).
He
 
holds
 
an
 
MΒΑ
 
from
 
Boston
 
University,
 
USA
 
and
 
a
 
BA
 
in
 
Business
Administration from
 
the Athens University of Economics and Business.
Andreas Athanasopoulos
Deputy
 
Chief
 
Executive
 
Officer,
 
Group
 
Chief
Transformation
 
Officer,
 
Digital & Retail
Membership in Board Committees:
Board Digital
 
and Transformation
 
Committee
- Member
Year of birth: 1966
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
In
 
the
 
past,
 
Mr.
 
Athanassopoulos
 
had
 
the
 
following
 
significant
 
posts:
Group Chief Customer Officer & CEO Financial services, Dixons
 
Carphone,
UK
 
(2018-2020),
 
CEO
 
and
 
Vice
 
President,
 
Dixons
 
Carphone,
 
Greece
(Kotsovolos) (2013-2018), General Manager Retail Βanking, National Bank
of Greece (2008-2013), Chairman of NBG Asset Management (2011-2013),
Deputy General
 
Manager
 
Small
 
Business
 
Banking,
 
Eurobank
 
(Greece
 
&
New
 
Europe)
 
(2003-2008),
 
Consumer
 
Credit
 
Director,
 
Piraeus
 
Bank
(Greece) (2000-2003).
He
 
holds
 
a
 
Postdoc
 
on
 
Decision
 
Sciences
 
from
 
the
 
London
 
Business
School, UK, a PhD in
 
Industrial and Business Studies
 
from the University of
Warwick,
 
UK,
 
an
 
MSc
 
in
 
Statistics
 
and
 
Operational
 
Research
 
from
 
the
University of Essex, UK, a BSc in Applied Mathematics from the
 
University
of Patras,
 
Greece. He has also served
 
as a Professor
 
in Financial Services
of
 
the
 
Athens
 
Graduate
 
School
 
of
 
Business
 
(ALBA)
 
(1997-2001)
 
and
 
a
Senior Lecturer
 
of the
 
Warwick
 
Business School,
 
UK (1992-1996)
 
and has
published 35 scholarly reviewed
 
papers in top rated academic journals.
Christos Adam
General
 
Manager,
 
Group
 
Risk
 
Management,
Group
 
Chief
 
Risk
 
Officer
 
(Group
 
CRO),
Eurobank SA
Year of birth: 1958
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
577
Mr.
 
Adam
 
has
 
served
 
within
 
the
 
Eurobank
 
Group
 
as
 
Deputy
 
General
Manager (2005-2013),
 
Head of
 
Group
 
Credit Control
 
Sector (1998-2013)
and Senior Account
 
Officer &
 
Senior Manager,
 
Corporate Division
 
(1990-
1997).
 
In the
 
past
 
Mr.
 
Adam
 
worked
 
in ANZ
 
Grindlays Greek
 
Branch,
 
he
had the position of Account Manager in the
 
Corporate Division.
He holds
 
an MBA
 
in Finance
 
from the
 
University of
 
Michigan, Ann
 
Arbor,
USA, with full scholarship
 
from the
 
Fulbright Foundation
 
and a Degree in
Economics from
 
the School
 
of Economics
 
& Political
 
Sciences, University
of Athens.
Thanasis Athanasopoulos
General
 
Manager
 
 
Head
 
of
 
Group
Compliance General Division of Eurobank
 
SA
Year of birth: 1973
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
-
In the past, Mr. Athanasopoulos has
 
served as Chief Audit
 
Executive of the
Alpha Bank Group and Vice President - Audit & Risk Review of the Mellon
Financial Corporation.
He
 
holds
 
a
 
BSc,
 
Business
 
Administration
 
from
 
the
 
Athens
 
University
 
of
Economics and Business,
 
a MSc, Banking from
 
the University
 
of Reading,
a MSc, Economic History
 
from the
 
London School of
 
Economics and he
 
is
certified
 
as
 
a
 
Fellow
 
Chartered
 
Accountant
 
of
 
ICAEW
 
and
 
a
 
Certified
Director (IDP) by INSEAD.
Iakovos Giannaklis
General
 
Manager,
 
Retail
 
Banking,
 
Eurobank
SA
Year of birth: 1971
Nationality: Hellenic
Number of shares in Eurobank Holdings:
 
1.756
He is also a member of the
 
BoDs in Eurolife FFH
 
Group Holdings, General
Insurance
 
and Life
 
insurance.
 
In the
 
past
 
Mr Giannaklis
 
has also
 
served
within the Eurobank Group as Member of
 
the BoDs of Eurobank FPS
 
Loans
and Credits
 
Claim Management
 
Société Anonyme,
 
Eurobank
 
Household
Lending
 
Services
 
SA
 
(2016-2018),
 
Eurobank
 
Asset
 
Management
 
MFMC
(2014-2017), Head of Branch
 
Network General
 
Division (2014-2016), Head
of
 
Branch
 
Network
 
Commercial
 
Development
 
Sector (2014),
 
Member
 
of
the
 
BoD,
 
Eurobank
 
Business
 
Services
 
(2009-2017)
 
and
 
Head
 
of
 
Branch
Network Sector (2009-2014).
He holds
 
an
 
MBA from
 
the
 
University
 
of
 
Indianapolis,
 
USA and
 
a
 
BA in
Business Administration, from
 
the City University of Seattle, USA.
Tasos Ioannidis
In the past Mr. Ioannidis has served
 
as General Manager,
 
Head of Global
Markets
 
&
 
Treasury
 
(April
 
2015
 
-
 
July
 
2019),
 
Deputy
 
General
 
Manager,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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General
 
Manager
 
Markets
 
&
 
Asset
Management, Eurobank SA
Year of birth: 1968
Nationality: Hellenic
 
Number of shares in Eurobank Holdings:
 
-
Head of Global Markets
 
& Treasury (October
 
2013 - March 2015),
 
Deputy
General
 
Manager,
 
Group
 
Treasurer
 
(April 2009
 
- October
 
2013), Deputy
General Manager,
 
Group Head of Trading
 
(March 2007 - April 2009).
 
He
has
 
also
 
served
 
as
 
Member
 
of
 
the
 
BoD,
 
Eurobank
 
Asset
 
Management
MFMC (May 2015 - September 2017), Chairman of the BoD, Eurobank ERB
MFMC, former TT ELTA
 
MFMC (February 2014 - September 2015), Member
of the BoD, Global Asset Management SA (June 2006 - December
 
2009),
and Member of the BoD,
 
Portfolio Investment SA (June 2002 - April 2003).
He holds a
 
MSc in Shipping,
 
Trade and Finance from Cass
 
Business School,
London,
 
UK
 
and
 
a
 
BSc,
 
School
 
of
 
Mechanical
 
Engineering
 
from
 
the
National Technical
 
University of Athens.
Apostolos Kazakos
General
 
Manager,
 
Group
 
Strategy,
 
Eurobank
SA
Year of birth: 1972
Nationality: Hellenic
 
Number of shares in Eurobank Holdings:
 
-
Mr.
 
Kazakos
 
has
 
also
 
served
 
as
 
Deputy
 
CEO,
 
Eurobank
 
Equities,
 
the
investment banking
 
and brokerage
 
arm of Eurobank
 
Group (May
 
2010 –
August
 
2013),
 
Assistant
 
General
 
Manager,
 
Head
 
of
 
Group
 
Strategy
 
&
Investment
 
Relations,
 
National
 
Bank
 
of
 
Greece
 
(August
 
2014
 
 
March
2015),
 
General
 
Manager
 
and
 
Head
 
of
 
the
 
Investment
 
Banking,
Restructuring & Capital
 
Investment Division, General Bank, Piraeus Group
(September 2013 –
 
July 2014), Senior
 
Executive and eventually Head
 
of the
Investment Banking Division, Eurobank Equities and
 
Telesis Bank (January
1998 – May 2010).
He
 
holds
 
an
 
MSc
 
in
 
International
 
Securities,
 
Investment
 
and
 
Banking,
International Securities Market
 
Association (ISMA) from
 
the University
 
of
Reading,
 
UK
 
and
 
a
 
Degree
 
in
 
Accounting,
 
Faculty
 
of
 
Administration
 
&
Finance
 
from
 
the
 
Technological
 
Educational
 
Institute
 
of
 
Central
Macedonia.
Harris Kokologi
 
annis
General Manager, Group Finance, Group Chief
Financial Officer (Group
 
CFO), Eurobank SA
Year of birth: 1967
Nationality: Hellenic
 
Number of shares in Eurobank Holdings:
 
-
Mr.
 
Kokologiannis
 
joined
 
Eurobank
 
in
 
January
 
2008
 
as
 
Head
 
of
 
Group
Finance and Control until his appointment as Group
 
CFO in July 2013.
 
He
 
has
 
served
 
as
 
Audit
 
Supervisor,
 
Deloitte
 
(Tax,
 
Audit,
 
Management
Consultant),
 
Group
 
CFO
 
(Lafarge
 
Cement
 
-
 
Heracles
 
General
 
Cement
Company),
 
Director
 
of
 
Finance
 
and
 
Control
 
(L’Oreal
 
Hellas),
 
Group
Financial Manager (PLIAS Group).
He is a Chartered Accountant in UK, member of the Chartered Institute of
Management
 
Accountant
 
(C.I.M.A.),
 
UK.
 
He
 
holds
 
an
 
MBA
 
from
 
the
University
 
of
 
Warwick
 
(UK)
 
and
 
a
 
BA
 
in
 
Business
 
Management
 
and
Organization
 
from
 
the
 
School
 
of
 
Economics
 
and
 
Business
 
Science
(ASOEE).
 
Michalis Louis
Head
 
of
 
International
 
Activities
 
General
Division & Group Private Banking
Year of birth: 1962
Nationality: Cypriot
Number
 
of
 
shares
 
in
 
Eurobank
 
Holdings:
113.958
Mr.
 
Louis also serves
 
as CEO, Eurobank
 
Cyprus Ltd (since
 
2007), Member
of
 
the
 
BoD,
 
Eurobank
 
Private
 
Bank
 
Luxembourg
 
SA,
 
Member
 
of
 
the
Supervisory Board (SB) of Eurobank
 
Bulgaria AD and Member of the BoD
of
 
Eurobank-Direktna
 
(before
 
the
 
merger
 
of
 
Eurobank
 
Serbia
 
with
Direktna
 
on
 
December
 
2021,
 
he
 
was
 
serving
 
as
 
the
 
BoD
 
Chairman
 
of
Eurobank Serbia).
He
 
holds
 
a
 
MSc
 
in
 
Corporate
 
Finance
 
&
 
Accounting
 
from
 
the
 
London
School
 
of
 
Economics
 
and
 
Political
 
Sciences,
 
UK
 
and
 
a
 
Degree
 
in
Accounting from Ealing College, UK.
Natassa Paschali
General
 
Manager,
 
Head
 
of
 
Group
 
Human
Resources
 
General
 
Division,
 
(Group
 
CHRO),
Eurobank SA
Year of birth: 1972
Nationality: Greek
Number of shares in Eurobank Holdings:
 
-
Mrs. Paschali
 
is the
 
Group Chief
 
Resources
 
Officer
 
(Group
 
CHRO), since
June 2018 In the past she has served within the
 
Eurobank Group
 
as Head
of People Engagement (January 2017 – June 2018), Head of HR, Eurobank
Private
 
Bank
 
Luxembourg
 
SA
 
(parallel
 
assignment),
 
Luxembourg
 
(May
2014
 
 
May
 
2017),
 
Head
 
of
 
HR
 
Line
 
Management,
 
Wholesale
 
Banking
(2008-2016).
She holds a MSc in Industrial Relations and Personnel
 
Management from
the London
 
School of Economics
 
and Political
 
Science (1995-1996) and
 
a
BA
 
in
 
English
 
Language
 
and
 
Literature
 
from
 
the
 
University
 
of
 
Athens,
School of Philosophy (1991-1995).
Mrs. Veronique Karalis,
 
Deputy Group Company Secretary, serves
 
as the Secretary of the ExBo.
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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The ExBo manages the implementation of
 
Group’s strategy in line with
 
the Board’s guidance. The functioning of
 
ExBo is subject
to the provisions of the TRFA.
 
The ExBo is established by the CEO and
 
its members are appointed by the CEO.
 
The ExBo meets
on a weekly
 
basis or ad hoc
 
when necessary.
 
Other executives
 
of the Group,
 
depending on the
 
subject to be discussed,
 
may
be invited to attend.
The
 
ExBo is
 
in quorum
 
and meets
 
validly when
 
half of
 
its members
 
plus one
 
are present
 
or represented.
 
In determining
 
the
number of members
 
for the
 
quorum, fractions,
 
if any, shall
 
not be counted. The
 
ExBo resolutions
 
require a majority
 
vote. The
ExBo
 
appoints its
 
Secretary,
 
who reports
 
to the
 
Group
 
Company Secretariat
 
and
 
cooperates
 
with
 
the
 
Chairperson
 
of
 
the
Committee. The Secretary is responsible to minute the proceedings
 
and resolutions of all ExBo meetings, including the names
of those present
 
and in attendance
 
and the action
 
plans and follow
 
ups for
 
assignments, as well
 
as for
 
issuance of extracts.
Decisions, actions and follow
 
ups are disseminated to the Bank’s responsible Units, as required.
 
The ExBo Terms
 
of Reference
(ToR) are approved
 
by the CEO and revised as appropriate.
The ExBo’s key
 
tasks and responsibilities are to:
manage the implementation of the
 
Group’s strategy
 
as developed by the SPC, in line with the
 
BoD’s guidance
draw up the annual budget and the business plan. The SPC reviews the
 
key objectives and the goals contained therein,
 
as
well as the major business initiatives, and submits them
 
to the Board for approval
approve
 
issues
 
concerning
 
the
 
Group’s
 
strategic
 
choices
 
(e.g. partnerships,
 
share
 
capital
 
increase,
 
issuing
 
convertibles
and/or launching debt issuance
 
programs,
 
mergers,
 
acquisitions or disposals, the
 
formation of
 
joint ventures, creation
 
or
dissolution of
 
special purpose vehicles,
 
dividend distribution and
 
all other
 
investments or
 
non-material disinvestments
 
13
by the
 
Group etc.),
 
ensuring these
 
being in
 
line with
 
the approved
 
Group’s
 
strategy,
 
if the
 
issue under
 
discussion is
 
less
than or equal to €40 million. In case though:
 
a)
the issue under discussion exceeds € 40 million
b)
a decision of the Board is obligatory by
 
Law or by the Bank’s contractual commitments
c)
it
 
is
 
deemed
 
necessary
 
by
 
the
 
SPC,
 
taking
 
into
 
account
 
the
 
complexity
 
and
 
nature
 
of
 
the
 
strategic
 
choices
 
under
discussion
the issues concerning
 
the Group’s
 
strategic choices are
 
approved by
 
the Board following
 
a relevant proposal
 
by the SPC
(as per its Terms
 
of Reference)
monitor the performance
 
of each business unit
 
and country against budget
 
and ensure corrective
 
measures are
 
in place
wherever
 
required
decide on all major
 
Group’s initiatives aiming at transforming the business and operating model, enhancing the operating
efficiency and cost rationalization,
 
improving organizational
 
and business structure
ensure that adequate systems of internal controls
 
are properly maintained
review and approve
 
Bank’s Policies (other than Credit Policies
 
that are approved
 
by Management Risk Committee and/or
Troubled
 
Assets Committee
 
and/or BRC)
 
that
 
are related
 
to its
 
responsibilities and/or
 
are of
 
critical
 
importance to
 
the
Bank, including but not limited to those requiring BoD approval as per the
 
TRFA
review
 
the
 
performance
 
of any
 
Committee and
 
/or individuals
 
to whom
 
it has
 
delegated part
 
of its
 
responsibilities,
 
as
approved
ensure adequacy of Resolution Planning governance,
 
processes and systems
 
hire and retain
 
external consulting firms
 
and approve
 
their compensation
 
and terms of
 
engagement in accordance
 
with
Bank’s policies and procedures
hire and retain
 
investment banking
 
advisors, and approve
 
their compensation
 
and terms of engagement,
 
in accordance
with Bank’s policies and procedures, where
 
applicable
To
 
review
 
the
 
quarterly report
 
of Group
 
Operational
 
Risk Sector
 
(GORS) before
 
submission to
 
the
 
BRC since
 
it entails
group wide operational
 
risk issues.
ExBo’s performance is evaluated annually
 
according to the
 
provisions of Bank’s Management
 
Committees’ Policy and
 
its Terms
of Reference. For 2022, ExBo performed its first self-evaluation. According to this evaluation, it was determined that its overall
performance and all the specific areas of evaluation i.e. the profile and composition, the organization and administration and
the
 
key
 
tasks
 
and
 
responsibilities,
 
are
 
strong.
 
Members
 
of
 
ExBo
 
suggested
 
the
 
following
 
areas
 
for
 
improving
 
ExBo’s
organization and administration: i) number of items in the agenda to be reduced to allow
 
for more meaningful discussions, ii)
submissions to be kept short to allow for more Questions & Answers and iii) supporting material to be shared well in advance
by business owners in order to allow
 
for better preparation.
Strategic Planning Committee
14
Until 20.7.2022,
 
the Bank's Strategic Planning Committee (SPC) was operating as a Board Committee, while on 21.7.2022,
 
the
Bank’s Board revoked
 
its mandate and terms of reference,
 
which ceased to be Board
 
Committee, on the understanding that
SPC will be reconstituted by the Bank’s CEO as a new Management Committee, with a new composition, mandate and terms
of reference approved
 
by the CEO.
The purpose of the SPC is to:
a)
assist Management in planning, developing and implementing the
 
Bank Group’s Strategy
 
and
b)
recommend to the Board
 
certain initiatives in relation to
 
the Bank Group’s Strategy.
13
 
As specified in the Divestment Policy
14
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
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The key tasks and responsibilities of the
 
SPC are:
within the framework
 
of which the Executive
 
Board draws
 
up the annual budget
 
and the business
 
plan, to review
 
the key
objectives and goals
 
contained therein
 
and review major
 
business initiatives, before
 
their submission
 
for approval
 
to the
Board
 
to review,
 
analyze and deliberate issues
 
concerning the Bank Group’s
 
strategic choices (e.g. strategic
 
partnerships, share
capital
 
increase,
 
issuing
 
convertibles
 
and/or
 
launching
 
debt
 
issuance
 
programs,
 
mergers/demergers,
 
acquisitions
 
or
disposals, the formation
 
of joint ventures, creation or dissolution
 
of special purpose vehicles, dividend distribution and all
other major
 
investments or
 
disinvestments by
 
the Bank
 
Group etc.), ensuring
 
these being in
 
line with the
 
approved
 
Bank
Group’s strategy.
 
The SPC shall formulate relevant
 
proposals to the Board, if:
a)
the issue
 
under discussion
 
exceeds €
 
40 million,
 
while for
 
lower
 
amounts approval
 
will be
 
provided
 
by the
 
Executive
Board
b)
a decision of the Board is obligatory by
 
Law or by the Bank’s contractual commitments
c)
it
 
is
 
deemed
 
necessary
 
by
 
the
 
SPC,
 
taking
 
into
 
account
 
the
 
complexity
 
and
 
nature
 
of
 
the
 
strategic
 
choices
 
under
discussion
to
 
submit
 
to
 
the
 
Board
 
for
 
approval
 
proposals
 
relating
 
to
 
the
 
strategy
 
and
 
the
 
budget
 
of
 
the
 
Property
 
Portfolio
 
as
described in the Service Level Agreement
 
between Eurobank and Grivalia Management
 
Company
to submit
 
to the
 
Board for
 
approval
 
proposals for
 
the acquisition
 
and disposal
 
of assets other
 
than repossessed
 
assets
(as these are
 
defined in the
 
Service Level
 
Agreement between
 
Eurobank and
 
Grivalia Management Company) with
 
book
value above € 10 million
to submit to the Board
 
for approval
 
proposals for
 
the disposal of repossessed
 
assets (as these are defined
 
in the Service
Level Agreement between
 
Eurobank and Grivalia Management Company) with gross
 
book value above € 20 million
to
 
maintain
 
and
 
take
 
all
 
necessary
 
actions
 
on
 
regulatory
 
and internal
 
capital
 
required
 
to
 
cover
 
all
 
types of
 
risks
 
(incl.
strategic and
 
reputational risks, as
 
well as other
 
non-quantifiable risks) and to
 
ensure that capital
 
requirements are
 
met
at all times
 
to review and evaluate all major Bank Group’s
 
initiatives aiming at transforming
 
the business and operating
 
model
 
to monitor on a
 
regular basis the strategic and the key performance indicators of the Bank Group,
 
including the segmental
view
 
to review and, as needed, make proposals
 
to the Board on all other
 
issues of strategic importance to the Bank Group
Until
 
20.7.2022
 
that
 
the
 
SPC
 
was
 
operating
 
as
 
a
 
Board
 
Committee,
 
its
 
members
 
were
 
appointed
 
by
 
the
 
Board,
 
on
 
the
recommendation of its Chairperson, following the
 
proposal by the NomCo. The Committee was chaired by the Chairperson of
the Board and in case of absence or
 
impediment of the Chairperson by the Vice-Chairperson of the Board and was composed
of the following
 
members with voting rights:
-
The Chairperson of the
 
Board
-
The Vice-Chairperson
 
of the Board
-
The Chief Executive Officer
 
(CEO)
-
The Deputy CEOs
-
The Group Chief Risk Officer
-
The Group Chief Financial Officer
The General
 
Manager Group Strategy participates
 
in the Committee as a permanent attendee with no voting rights.
Following
 
the reconstitution
 
of the
 
SPC as
 
a new
 
Management Committee
 
by the
 
Bank’s CEO,
 
the SPC
 
is composed
 
of the
following members
 
with voting rights:
 
-
The Chief Executive Officer
 
(CEO)
-
The Deputy CEOs
-
The Group Chief Risk Officer
-
The Group Chief Financial Officer
The Chairman of the Board, the Vice-Chairman of the Board and the General Manager Group Strategy
 
participate in the SPC
as a permanent attendees with no voting rights.
The
 
SPC is
 
chaired
 
by
 
the
 
CEO
 
and
 
in case
 
of
 
absence
 
or
 
impediment
 
of
 
the
 
CEO, by
 
the
 
longest
 
serving
 
Deputy CEO
 
in
attendance.
 
Since 21.7.2022, the SPC meets on a
 
weekly basis or ad
 
hoc, when necessary, and keeps
 
minutes of its
 
meetings (until 20.7.2022,
SPC met on a biweekly basis and reported to the Board
 
on a quarterly basis and as required).
 
During
 
2022,
 
the
 
SPC
 
held
 
forty
 
(40)
 
meetings
 
twenty
 
four
 
(24)
 
as
 
Board
 
Committee
 
and
 
sixteen
 
(16)
 
as
 
Management
Committee) and the ratio
 
of attendance was 93% (94% as Board Committee and 92% as a Management Committee).
The
 
SPC is
 
in quorum
 
and meets
 
validly when
 
a) half
 
of its
 
members
 
plus one
 
are present
 
(fractions
 
are excluded
 
from
 
the
computation), provided that at least three members are present and b) SPC’s Chairperson or the longest serving Deputy CEO
in attendance,
 
entitled to chair the Committee, is present.
 
The resolutions
 
of the
 
SPC require a
 
majority vote.
 
In case of
 
a tie of
 
votes, SPC’s
 
Chairperson has the
 
casting vote.
 
If SPC’s
Chairperson is absent, the longest serving Deputy CEO in attendance, entitled to chair the Committee, has the
 
casting vote.
 
In the
 
context of
 
providing
 
support to
 
the
 
Chairperson for
 
ensuring the
 
smooth
 
and proper
 
operation
 
of the
 
SPC, the
 
SPC
appoints its Secretary
 
who reports to
 
the Group Company Secretariat and
 
cooperates with the Chairperson of
 
the Committee.
 
The Secretary is responsible to maintain an annual calendar of the scheduled meetings, which may be
 
revisited depending on
unforeseen circumstances,
 
following
 
the approval
 
of SPC’s Chairperson.
 
In addition, the
 
Secretary is responsible
 
to organize
meeting
 
details
 
(including
 
venues),
 
record
 
the
 
attendance
 
of
 
members
 
and
 
other
 
attendees/invitees,
 
ensure
 
that
 
quorum
 
 
 
 
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requirements
 
are met,
 
minute the
 
proceedings
 
and resolutions
 
of all
 
Committee meetings,
 
issue true
 
copies/extracts
 
of the
SPC’s minutes and
 
notify the
 
responsible managers
 
regarding any issue
 
discussed by the
 
SPC and is
 
relevant to them
 
or on
which they need to take action.
The SPC Terms
 
of Reference (ToR)
 
are approved by
 
the CEO and revised as appropriate.
SPC’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
Bank’s
 
Managements
 
Committees’
 
Policy
 
and
 
its
Terms
 
of Reference.
 
According to
 
SPC’s self-evaluation
 
for 2022,
 
it was determined
 
that its
 
overall
 
performance
 
and all the
specific
 
areas
 
of
 
evaluation
 
i.e.
 
the
 
profile
 
and
 
composition,
 
the
 
organization
 
and
 
administration
 
and
 
the
 
key
 
tasks
 
and
responsibilities, are strong.
 
Management Risk Committee
15
The main responsibility of Management Risk Committee (MRC) is
 
to oversee the risk management framework of the Bank. The
MRC
 
ensures
 
that
 
material
 
risks
 
are
 
identified
 
and
 
promptly
 
escalated
 
to
 
the
 
BRC
 
and
 
that
 
the
 
necessary
 
policies
 
and
procedures are in place to prudently manage risk and to comply with regulatory
 
requirements.
 
As part of its responsibility, the MRC, facilitates
 
reporting to the BRC on the range of risk-related
 
topics under its purview.
As part of its mandate, the MRC:
 
reviews
 
the
 
Group’s
 
risk
 
profile
 
vis-à-vis
 
its
 
declared
 
risk
 
appetite,
 
examines
 
any
 
proposed
 
modifications
 
to
 
the
 
risk
appetite,
 
reviews and approves
 
the stress testing programme
 
results,
 
determines appropriate management actions
 
which are discussed and presented to the ExBo for information
 
and submitted
to the BRC for approval
The MRC maintains at all times a pro
 
-active approach to Management.
The
 
MRC understands
 
and evaluates
 
risks, addresses
 
escalated issues,
 
provides
 
oversight
 
of the
 
Group’s
 
risk management
framework
 
– including the
 
implementation of risk
 
policies – and informs
 
the BRC of the
 
Group’s
 
risk profile. The
 
Group CRO
updates the
 
ExBo on
 
material risks
 
and issues
 
on a
 
periodical
 
basis. Furthermore,
 
the
 
MRC assists
 
the
 
BRC in
 
defining risk
management
 
principles
 
and
 
methodologies
 
thereby
 
ensuring
 
that
 
the
 
Group’s
 
Risk
 
Management
 
Framework
 
contains
processes
 
for
 
identifying, measuring,
 
monitoring, mitigating
 
and
 
reporting
 
the
 
current
 
risk profile
 
against its
 
risk appetite,
limits, and performance targets. Specific responsibilities
 
performed by the
 
MRC are described below:
revises and presents to the BRC for approval
 
the risk strategy and the risk appetite, the
 
risk limits and the measures
for monitoring both financial and non-financial risks, in conjunction
 
with the Board’s approval of the annual business
plan / strategy
monitors :
 
a) current
 
risk exposures
 
at
 
a Group
 
level,
 
b) company-wide
 
compliance
 
with
 
the
 
risk limits,
 
c) Bank’s
overall
 
risk assessment processes and d) Bank's capability to identify and manage new risk types as they
 
emerge
performs risk escalation and remediation
 
by reviewing and reporting on any material breaches of risk limits and the
adequacy of proposed specific actions to address them
reviews the Stress
 
Testing Programme
 
with regards to:
 
o
its effectiveness and robustness
o
material risks
 
developed in
 
the risk
 
identification process
 
and scenarios
 
developed in
 
the scenario
 
design
process
o
key modelling assumptions and the stress testing results
 
before the submission
 
to the BRC
reviews at least on an annual basis the followi
 
ng reports:
 
o
the Group ICAAP and ILAAP
 
o
the Group Recovery
 
Plan
 
in compliance with the regulatory requirements
 
and guidelines before final submission to the
 
BRC.
Regarding
 
the
 
Resolution
 
Planning,
 
the
 
MRC
 
reviews
 
and
 
approves
 
the
 
Bank’s
 
rolution
 
planning
 
initiatives
 
to
enhance its resolvability material/documents
 
requested by the Resolution Authorities (SRB).
The MRC does
 
not conflict with the
 
GCRO or the Risk Management General
 
Division’s responsibilities for
 
Risk governance as
prescribed under
 
the Bank
 
of Greece’s
 
Governor
 
Act no.
 
2577/2006.
 
They
 
have responsibility
 
to escalate
 
material risks
 
and
issues to the BRC and to update ExBo on material risks and issues on a periodical basis.
The MRC
 
which meets
 
on a monthly
 
basis prior
 
to the
 
BRC meeting or
 
more frequently
 
on an ad-hoc
 
basis, if
 
required, is
 
in
quorum and meets validly when
 
half of its members, including the
 
Chairperson or the Vice
 
-Chairperson, plus one are present
or represented. Selected
 
attendees can be invited
 
to the MRC
 
meetings, when the
 
topics for discussion
 
fall under their
 
remit
or they
 
have the
 
requisite expertise
 
to constructively
 
participate. The
 
finalized minutes are
 
distributed to
 
the BRC,
 
SPC and
15
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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ExBo members, as prepared by
 
the committee’s secretary and approved
 
by its Chairperson. Abstracts of resolutions
 
reached
and actions to be taken are provided to Management,
 
SPC and/or ExBo members, as necessary.
 
Resolutions of the MRC are decided based on a simple majority and in case of a tie vote, the Chairman or the Vice
 
-Chairman
in
 
the
 
case
 
of
 
Chairman’s
 
absence,
 
has
 
the
 
casting
 
vote.
 
The
 
opinion
 
of
 
the
 
minority
 
is
 
recorded
 
in
 
the
 
meeting
 
minutes
whenever a decision
 
of the MRC is not reached unanimously,
 
and the BRC is informed accordingly.
 
Changes to the ToR of
 
the MRC are reviewed by the
 
MRC at least
 
every two (2) years and
 
revised if necessary, unless
 
significant
changes in
 
the composition,
 
role,
 
responsibilities, organization
 
and /
 
or regulatory
 
requirements
 
necessitate
 
earlier revision
and are approved by
 
the CEO. The ToR
 
of MRC are also submitted to the BRC for information
 
purposes.
 
The MRC’s
 
performance
 
is evaluated annually according
 
to the provisions
 
of Bank’s Management Committees
 
Policy and its
Terms
 
of
 
Reference.
 
For
 
2022,
 
the
 
Committee
 
performed
 
its
 
first
 
self-evaluation
 
and
 
it
 
was
 
determined
 
that
 
its
 
overall
performance and all the specific areas of evaluation i.e. the profile and composition, the organization and administration and
the key
 
tasks and responsibilities, are
 
strong. Members suggested the
 
following
 
areas for improving
 
MRC’s organization and
administration: i) number of items in the agenda to be reduced to allow for more meaningful discussions and ii)
 
more sessions
to be scheduled in order to reduce the material
 
submitted for the meetings.
Group Asset and Liability Committee (G-ALCO)
16
G-ALCO’s primary mandate is to i) review, approve, formulate,
 
implement and monitor - as may be
 
appropriate - the Group’s
a) liquidity
 
and funding
 
strategies
 
and policies,
 
b) interest
 
rate
 
guidelines and
 
interest
 
rate
 
risk policies,
 
c) Group’s
 
capital
investments, as well
 
as FX exposure and hedging strategy,
 
and d) Group’s business
 
initiatives and/or investments
 
that affect
the
 
Bank’s
 
market
 
and
 
liquidity risk
 
profile,
 
ii) approve
 
at
 
a first
 
stage
 
and
 
recommend
 
to the
 
BRC for
 
final
 
approval
 
the
respective country limits (with special attention given for the
 
approval / monitoring of the limits for countries where
 
Eurobank
has a local presence)
 
and iii) approve or propose –as the case may be - changes to these policies that
 
conform to the Bank’s
risk appetite
 
and levels of
 
exposure as determined
 
by the BRC &
 
Management while complying
 
with the framework established
by regulatory authorities and/or supervising bodies.
G-ALCO convenes
 
once a
 
month and/or
 
whenever
 
required. Other
 
executives or
 
managers of
 
the Group,
 
depending on the
subject to be discussed, may be invited to attend as required.
Required
 
quorum
 
for
 
G-ALCO
 
meetings
 
to
 
be
 
effective
 
is
 
six
 
members.
 
In
 
order
 
to
 
have
 
a
 
quorum
 
the
 
presence
 
of
 
its
Chairperson
 
and
 
a
 
minimum
 
of
 
three
 
(3)
 
SPC
 
members
 
is
 
required.
 
Decisions
 
on
 
issues
 
are
 
taken
 
by
 
majority
 
and
communicated
 
to
 
the
 
relevant
 
/
 
affected
 
business
 
areas,
 
while
 
meetings
 
are
 
minuted
 
by
 
the
 
Committee’s
 
Secretary
 
and
distributed to G-ALCO members, the
 
CEO, the Board’s Chairman and the Single Supervisory Mechanism (SSM).
G-ALCO’s performance
 
is evaluated annually
 
according to the
 
provisions
 
of Management Committees’
 
Policy and
 
its Terms
of Reference.
 
According
 
to G-ALCO’s
 
self-evaluation
 
for
 
2022, it
 
was determined
 
that:
 
i) its
 
members’
 
engagement
 
is well
appropriate, ii)
 
the
 
G-ALCO
 
continues to
 
function
 
effectively
 
in relation
 
to its
 
mandate
 
and responsibilities,
 
with members
engaging in critical discussions during
 
meetings on key
 
risk issues, iii) in light of the
 
increasing complexity and importance of
issues arising,
 
the
 
evolution
 
of the
 
regulatory
 
framework
 
and emergence
 
of additional
 
risk considerations,
 
G-ALCO
 
should
improve its organizational and operational efficiency with increasing frequency and/or length of meetings as may be required
to remain as effective.
Central Credit Committees
Central Credit Committee I
The main
 
objective of
 
Central Credit Committee
 
I (CCCI) is
 
to ensure the
 
objective credit
 
underwriting of relevant
 
exposures
of Greek
 
corporate
 
performing
 
and private
 
banking clients,
 
in accordance
 
to the
 
Risk Appetite
 
Framework
 
and the
 
Credit
Policy Manual of the Bank and in a way that balances
 
credit risk and return on equity.
The CCCI is chaired by an independent to Business and Risk Professional, convenes at least once a week and all meetings are
minuted. Decisions are taken
 
unanimously. If
 
unanimity is not achieved, the
 
credit request is escalated
 
by the Chairperson
 
to
the
 
next
 
(higher)
 
approval
 
level
 
requiring
 
a
 
unanimous
 
decision.
 
In
 
case
 
of
 
non-unanimity
 
the
 
final
 
decision
 
lies
 
with
 
the
Management Risk Committee (MRC), by majority voting.
The
 
main
 
duty
 
and
 
responsibility
 
of
 
the
 
CCCI
 
is
 
to
 
assess
 
and approve
 
all
 
credit
 
requests
 
for
 
clients
 
in the
 
Greek
 
related
corporate performing and private banking
 
portfolio of a total
 
exposure above €50mio and
 
unsecured exposure above €35mio.
For
 
total
 
exposure
 
exceeding
 
€75mio
 
and
 
unsecured
 
exposure
 
exceeding
 
€50mio,
 
additional
 
approval
 
by
 
the
 
GCRO
 
is
required, while for total exposure exceeding €150mio and unsecured exposure exceeding €100mio, additional approval by the
CEO is required. Furthermore,
 
for exposures higher
 
than 10% (or 20% for selected borrowers
 
where no single risk exists) of the
Bank’s regulatory
 
capital the
 
additional approval
 
of the
 
Management Risk
 
Committee (MRC) is
 
required. Subsequently,
 
the
final approval is granted by the
 
Board Risk Committee (BRC).
Central Credit Committee II
The main objective of the
 
Central Credit Committee II (CCCII) is the same
 
as for the CCCI for
 
lower levels
 
of exposure.
 
The CCCII
 
convenes at
 
least once a week
 
and all meetings are
 
minuted. Decisions are
 
taken unanimously.
 
If unanimity is not
achieved, the request is escalated
 
by the Chairperson to the next
 
approval level.
The main duty and responsibility of
 
CCCII is to assess
 
and approve all credit requests for clients in
 
the Greek related corporate
performing and private banking portfolio
 
for total exposure from €20mio
 
up to €50mio and unsecured exposure from €10mio
up to €35mio and retail exposures for total limits above
 
€3mio.
 
16
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(
).
 
 
 
 
 
 
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Central
 
Credit
 
Committees’
 
performance
 
is
 
evaluated
 
annually
 
according
 
to the
 
provisions
 
of
 
Managements
 
Committees’
Policy and its Terms
 
of Reference. The
 
Central Credit Committee’s self-evaluation
 
for 2022 is currently in progress.
Troubled Assets Committee
17
The Troubled Assets Committee (TAC)
 
is established according to the regulatory provisions. The main purpose of TAC is to act
as
 
an
 
independent
 
oversight
 
body,
 
closely
 
monitoring
 
the
 
Bank’s
 
troubled
 
assets
 
portfolio
 
and
 
the
 
execution
 
of
 
its
 
NPE
Management Strategy.
 
The
 
Committee
 
meets
 
at
 
least
 
once
 
per
 
month
 
and/or
 
whenever
 
required
 
if
 
the
 
majority
 
of
 
the
 
members,
 
including
 
the
Chairperson, are
 
present. Decisions
 
are taken
 
by majority,
 
are minuted
 
and circulated
 
as appropriate.
 
The
 
Chairman has
 
a
casting
 
vote.
 
TAC
 
cooperates
 
with
 
Group
 
Risk
 
Management
 
Division
 
to
 
reach
 
a
 
mutual
 
understanding
 
and
 
develop
 
an
appropriate methodology
 
for the evaluation
 
of the risks inherent
 
in the portfolio
 
management. TAC’s
 
propositions regarding
NPE policy updates are submitted to the Board Risk Committee.
TAC’s main responsibilities:
review internal reports regarding
 
troubled assets management under the regulatory
 
provisions
approve the available forbearance, resolution and closure solutions
 
by loan sub-portfolio, and
 
monitor their performance
through Key Performance
 
Indicators (KPIs)
define the
 
criteria to
 
assess the
 
sustainability of credit
 
and collateral
 
workout solutions
 
through the
 
design and use
 
of
“decision trees”
approve, monitor and assess pilot modification
 
programmes and
supervise and provide guidance and know-how to the respective troubled assets
 
units of Eurobank’s subsidiaries abroad
TAC
 
conducted a self-evaluation
 
for 2022
 
in compliance with
 
the provisions
 
of the
 
Management Committees’
 
Policy and
 
its
Terms of Reference. The evaluation concluded that the committee
 
operates effectively,
 
in the areas
 
of Profile and
 
Composition,
Organization & Administration as well as regarding
 
the Key Tasks and Responsibilities. However, the evaluation also identified
that
 
while
 
the
 
overall
 
quality
 
and
 
quantity
 
of
 
information
 
submitted
 
related
 
to
 
the
 
proposals
 
for
 
assessment
 
by
 
the
 
TAC
members is
 
adequate, there
 
is room
 
for further
 
enhancement on
 
providing more
 
details on the
 
quantification of
 
the impact
of the proposed for
 
approval actions. Such enhancement will benefit TAC
 
members to make more informed
 
decisions.
Products & Services Committee (PSC)
18
 
Products & Services Committee (PSC) is responsible
 
for creating and supervising the
 
governance framework
 
for the products
and services
 
offered
 
to Eurobank’s
 
clients in
 
Greece through
 
the
 
physical and
 
alternative
 
channels, in
 
accordance
 
with the
supervisory and regulatory requirements.
 
A governance
 
framework
 
assessing financial and non-financial risks is in place. The
PSC approves all new products & services as
 
well as significant modifications in existing
 
ones. The Committee also implements
a periodic review
 
of all products
 
and services, according
 
to their risk
 
profile to determine
 
their continuation,
 
modification or
discontinuation. The
 
products and
 
services of
 
Remedial &
 
Servicing Sector
 
are excluded
 
and are
 
under the
 
responsibility of
TAC (Troubled
 
Assets Committee).
PSC convenes once a month and/or
 
whenever required. Other executives or managers of the Group, depending on the subject
to be discussed, may be invited to attend as required.
The PSC is in quorum and meets validly when half of its members plus one are
 
present (fractions are excluded from the
computation). For quorum, the
 
Chairperson should be also present.
 
Decisions require,
 
as a
 
minimum, a
 
majority vote
 
of 50%+1
 
of the
 
members present
 
in the
 
meeting and
 
are recorded
 
in the
meeting’s minutes.
 
In case
 
of a
 
tie vote,
 
the
 
Chairperson has
 
the
 
casting
 
vote.
 
All members
 
of the
 
PSC have
 
equal voting
rights.
 
In case
 
of
 
no
 
reaching
 
a
 
decision
 
due
 
to disagreement
 
of
 
Members,
 
the
 
issue
 
under
 
discussion
 
is
 
escalated
 
to
 
the
Executive Board (ExBo).
Additionally,
 
decisions may
 
be taken
 
by circulation,
 
which is
 
equal to
 
a decision
 
of the
 
Committee, even
 
if no
 
meeting has
preceded.
The Committee’s
 
performance
 
is evaluated
 
annually according
 
to the
 
provisions
 
of the
 
Management Committees’
 
Policy
 
of
the Group
 
and its Terms
 
of Reference.
 
According to
 
the Committee’s
 
2022 self-evaluation,
 
its performance
 
was assessed as
very strong, it was determined that the Committee’s operation
 
is continuously improving and that it functions very effectively,
especially
 
in
 
the
 
areas
 
of
 
leadership
 
and
 
PSC
 
Chairperson’s
 
contribution
 
in
 
organizing/coordinating
 
meetings
 
and
encouraging critical discussions in meetings.
 
Environmental, Social & Governance
 
(ESG) Management Committee - ESG ManCo
19
The primary mandate of the ESG ManCo is to i) provide strategic direction on ESG initiatives, ii) review the ESG Strategy prior
to approval,
 
iii) integrate the
 
elements of the
 
ESG strategy into
 
the Bank’s business
 
model & operations,
 
iv) approve
 
eligible
assets of Green Bond Frameworks, v) regularly measure
 
and analyze the progress of the ESG goals and performance
 
targets,
and vi)
 
ensure the proper implementation of
 
ESG related policies
 
and procedures, in accordance
 
with supervisory requirements
and voluntary commitments.
 
ESG ManCo convenes
 
four times a
 
year and/or ad hoc
 
when necessary.
 
Other Bank
 
employees, depending on
 
the subject to
be discussed, may be invited as deemed appropriate.
17
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
18
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
19
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
 
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Required quorum for
 
ESG ManCo meetings
 
to be effective
 
is seven
 
members. In
 
order to
 
have a quorum,
 
the presence
 
of its
Chairperson and a minimum of six (6) members is required. Decisions on issues are taken by majority. In case of a tie vote, the
Chairperson has the casting vote.
 
Whenever a decision
 
of the ESG ManCo is not reached
 
unanimously, this is recorded
 
in the
minutes along
 
with the
 
opinion of
 
the
 
minority.
 
All meetings
 
and decisions
 
are minuted
 
by the
 
Committee’s
 
Secretary and
distributed to ESG ManCo members.
The
 
Terms
 
of
 
Reference
 
of
 
the
 
ESG
 
ManCo
 
will
 
be
 
reviewed
 
at
 
least
 
every
 
two
 
(2)
 
years
 
and
 
revised
 
if
 
necessary,
 
unless
significant changes in the composition, role, responsibilities, organization and / or regulatory requirements necessitate
 
earlier
revision.
ESG ManCo’s performance
 
is evaluated annually according
 
to the provisions
 
of the Management
 
Committees Policy
 
and Its
Terms
 
of Reference.
 
ESG ManCo’s performance
 
has been evaluated for
 
the first time
 
in 2023, for
 
the 2022 performance,
 
and
it was revealed that, as the ESG ManCo is new,
 
Business Units should better embrace the Committee and support its efficient
and effective operation.
According to
 
the self-evaluation,
 
it was determined
 
that ESG ManCo
 
functions satisfactorily
 
in areas such
 
as reviewing
 
ESG
Action Plans and
 
ESG Rating results, runs
 
effectively with respect to Secretary
 
duties and members appreciate
 
the ESG ManCo
Chairperson’s contribution for
 
encouraging a constructive dialogue in meetings.
 
The evaluation
 
highlighted the
 
need for
 
improved
 
attendance by
 
some members.
 
Improvements
 
are identified
 
with respect
to
 
the
 
extent
 
of
 
the
 
Agenda
 
and
 
the
 
time
 
allowance
 
per
 
item.
 
Members
 
raise
 
the
 
need
 
to
 
improve
 
focus
 
on
 
strategic
discussions and allowing time for the
 
appropriate detail, as well as the
 
need in raising further initiatives
 
for ESG training and
awareness.
As
 
a
 
way
 
forward
 
for
 
2023
 
and
 
following
 
the
 
experience
 
acquired
 
during
 
the
 
first
 
year
 
of
 
the
 
ESG
 
ManCo,
 
it
 
is
 
deemed
appropriate to revisit the
 
Terms of Reference
 
of the Committee.
Ethics Co
20
 
The task of the Ethics
 
Committee is to ensure that the Bank’s Code of Ethics is observed,
 
to interpret and constantly enrich it,
as well as
 
to contribute, generally, to the formulation of a
 
code of
 
values with which
 
the behaviour of the officers and personnel
of the Bank, as
 
well as that
 
of third persons that
 
regularly collaborate
 
with the Bank,
 
must comply.
 
Adherence to
 
the rules of
ethics contributes, on
 
the one hand,
 
to the protection
 
of dignity and personality
 
of the personnel,
 
and on the
 
other hand,
 
to
the good reputation and the
 
protection of the interests
 
of the Bank.
The Ethics Committee convenes once a month,
 
if there are issues to be discussed or,
 
exceptionally, more frequently,
 
in case of
an emergency, in a place and time that are stated in the
 
agenda. The Ethics Committee may convene either with the
 
physical
presence of its members, or by electronic
 
means. The Committee shall act unanimously.
The Ethics Committee’s performance
 
is evaluated annually according to the provisions
 
of Management Committees’ Policy.
 
Ethics Committee’s performance
 
was evaluated for
 
the first time
 
in 2022 and it was determined
 
that it continues to function
effectively,
 
especially in the
 
areas of
 
Profile &
 
Composition as well
 
as Organization
 
& Administration.
 
The Ethics
 
Committee
encourages critical discussion and a healthy
 
challenging culture.
5.
Key Control Functions
As part of
 
its overall system of internal
 
controls, HoldCo/Bank have established a number
 
of dedicated control functions whose
main responsibility
 
is to
 
act as
 
independent control
 
mechanisms thus
 
reinforcing
 
the
 
control
 
structure of
 
the HoldCo/Bank.
The most important functions and their
 
key responsibilities are described below.
5.1
Internal Audit
 
Eurobank Holdings
Internal Audit (“IA”)
 
is an independent,
 
objective assurance
 
and consulting
 
function designed
 
to add value
 
and improve
 
the
operations of Eurobank Holdings. IA has adequate organisation structure and appropriate resources to ensure
 
that it can fulfil
its roles and responsibilities.
 
IA also
 
maintains a
 
quality assurance
 
and improvement
 
programme,
 
which covers
 
all aspects
 
of the
 
IA activities, to
 
ensure
the consistent application of the
 
methodology in accordance with the
 
IIA Standards.
In order to
 
safeguard its independence,
 
IA reports functionally
 
to the Audit
 
Committee and administratively
 
to the CEO.
 
The
Board has delegated the responsibility for monitoring
 
the activity of the IA
 
to the Audit Committee
 
of the HoldCo. IA is
 
headed
by the Chief Internal Auditor (CIA) who is appointed by the
 
Audit Committee. The latter also assesses the CIA’s
 
performance.
The mission of IA is to enhance and protect organisational value by providing risk-based and objective assurance, advice and
insight. The key assurance
 
and consulting responsibilities of IA are to:
provide reasonable assurance, in the form of an independent opinion, as to
 
the adequacy and effectiveness of the internal
control framework
 
of the HoldCo,
assist Management on the prevention
 
and detection of fraud or defalcation
 
(unethical practices etc.),
assist Management in enhancing the system
 
of internal control including improvement of existing policies and procedures,
follow-up to ascertain
 
that appropriate action is taken
 
on reported audit findings within agreed deadlines,
 
participate in HoldCo’s projects
 
in an assurance or consulting capacity.
20
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
 
 
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Eurobank
Internal
 
Audit
 
Group
 
(“IAG”)
 
is
 
an
 
independent,
 
objective
 
assurance
 
and
 
consulting
 
function
 
designed
 
to
 
add
 
value
 
and
improve the operations
 
of Eurobank and its subsidiaries. IAG has adequate organisation structure and appropriate resources
to ensure that it can fulfil its roles
 
and responsibilities.
 
IAG comprises
 
the “Internal
 
Audit Sector”,
 
the “Forensic
 
Audit Division”,
 
the “International
 
Audit Division”
 
and the
 
“Business
Monitoring and Organisational Support Division”. IAG also
 
has a Quality
 
Assurance function (QAF), to assess the effectiveness
of the
 
Group’s internal
 
audit activities and conformance
 
with IIA Standards.
 
QAF operates
 
as Centre of
 
Excellence for
 
Audit
Standards
 
&
 
Methodology,
 
acting
 
as
 
an
 
advisor
 
to
 
IAG
 
Management
 
in
 
topics
 
related
 
to
 
quality
 
improvement
 
and
methodology.
In order to safeguard its independence, IAG reports functionally to the Audit Committee and administratively to the CEO. The
Board
 
has
 
delegated
 
the
 
responsibility
 
for
 
monitoring the
 
activity of
 
the
 
IAG
 
to
 
the
 
Audit Committee
 
of
 
the
 
Bank.
 
IAG
 
is
headed by the Group Chief Audit Executive (CAE)
 
who is appointed
 
by the Audit Committee. The latter also assesses the CAE’s
performance.
The key assurance
 
and consulting responsibilities of IAG are to:
provide reasonable assurance, in the form of an independent opinion, as to
 
the adequacy and effectiveness of the internal
control
 
framework
 
of
 
the
 
Bank
 
and
 
its
 
subsidiaries.
 
In
 
order
 
to
 
form
 
an
 
opinion,
 
IAG
 
establishes
 
and
 
carries
 
out
 
a
programme of audit work
 
(based on the risk assessment of the audit universe)
assist
 
and
 
advise
 
Management
 
on
 
the
 
prevention
 
and
 
detection
 
of
 
fraud
 
or
 
defalcation
 
or
 
unethical
 
practices
 
and
undertake such special projects as required
assist Management in enhancing the system of internal control including improvement of existing policies and procedures
follow-up to ascertain
 
that appropriate action is taken
 
on reported audit findings within agreed deadlines
 
carry
 
out
 
any
 
other
 
specific
 
duties
 
required
 
by
 
the
 
Regulatory
 
Authorities
 
and/or
 
participate
 
in
 
bank
 
wide
 
projects
undertaken by the Bank
participate in Bank projects in an assurance
 
or consulting capacity
assess the performance
 
of the Group’s internal
 
audit functions, which have a direct reporting line to IAG
5.2
Risk Management
 
Eurobank Holdings
As part
 
of its
 
overall
 
system of
 
internal controls
 
HoldCo has
 
engaged in
 
a Service
 
Level
 
Agreement
 
(SLA) with
 
Eurobank
 
in
order to
 
receive supporting
 
and advisory
 
services in
 
all areas
 
of risk
 
management (credit,
 
market, liquidity
 
and operational
risks) undertaken by the Group. The most important
 
services provided through the above-mentioned SLA are described below:
 
Provision of advice on:
-
Identification, evaluation and monitoring of credit
 
risk
-
Ensuring policy and instructions (strategy and products) recommended
 
by business owners and Servicers
 
are aligned
to applicable credit policy manual and regulatory guidelines
-
Standardization of procedures
 
and guidelines
-
Update and maintenance of the risk strategic
 
framework
 
master document
-
Participation in systemic bank consultation
 
committees
 
-
Review new remedial products
 
and initiatives prior submission to TAC
 
or approval
Coordination of NPE related regulatory reporting
Provision of input for
 
SSM submission and 3-year business plan, monthly MIS actual data (including Greek and
International subsidiaries)
Advising on identification, support/advise, recording and evaluation
 
of liquidity risks and financial monitoring
Advising in the identification, assessment, recording
 
and monitoring of operational risks (e.g. RCSA, events capture,
outsourcing etc.)
Advising in the identification, assessment, recor
 
ding and monitoring of climate risk
 
Eurobank
The Group Risk Management
 
General Division, which is headed by
 
the Group Chief Risk Officer
 
(GCRO), is independent from
the business units and
 
has full responsibility for
 
monitoring credit, market, liquidity,
 
operational
 
and climate risks undertaken
by the Eurobank
 
Group.
 
It comprises
 
the
 
Group
 
Credit General
 
Division,
 
the
 
Group
 
Credit Control
 
Sector,
 
the
 
Group
 
Credit Risk
 
Capital Adequacy
Control Sector, the Group Market & Counterparty Risk Sector, the Group Operational Risk Sector, the Group Model Validation
& Governance
 
Sector,
 
the Group
 
Risk Management
 
Strategy Planning
 
& Operations
 
Sector,
 
the Risk
 
Analytics Division,
 
the
Group Climate Risk Division and the Supervisory Relations
 
& Resolution Planning Sector
21
.
 
The GCRO serves as a pivotal
 
point for the risk management functions
 
of the Group and he is responsible for
 
developing the
Risk
 
Appetite
 
Framework
 
and
 
overseeing
 
and
 
coordinating
 
the
 
development
 
and
 
implementation
 
of
 
adequate
 
risk
measurement and management policies
 
in relation to credit, market, liquidity,
 
operational and climate risks.
The GCRO reviews
 
the credit policies prepared
 
by the responsible Risk Units before
 
their submission for
 
final approval to the
BRC or to the
 
BoD and oversees
 
their implementation
 
thereafter.
 
The GCRO
 
promptly reports
 
any deviation from
 
the credit
policy or potential conflict with the approved
 
risk strategy and risk appetite to the Board Risk Committee.
 
The
 
GCRO is
 
responsible
 
to provide
 
to
 
the
 
Board
 
Risk Committee,
 
on
 
a
 
monthly
 
basis,
 
adequate information
 
so
 
that
 
the
Committee can properly oversee and
 
advise the BoD
 
on the Bank's
 
risk exposures /
 
profile and future
 
risk strategy. Additionally,
21
The Supervisory Relations & Resolution Planning Sector has a dual reporting line to both the GCRO & the Group Chief Financial Officer
 
 
 
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the GCRO oversees compliance with
 
approved Risk Appetite Limits,
 
included in
 
the Risk Appetite
 
Framework (RAF) and reports
compliance status as well as any deviations to the
 
Board Risk Committee.
Eurobank
 
has
 
a
 
well-established
 
strategy
 
and
 
clear
 
risk
 
management
 
objectives
 
that
 
has
 
to
 
deliver
 
through
 
core
 
risk
management processes and methodologies.
 
At a strategic level, the risk management
 
objectives
 
are to:
Identify Eurobank’s material risks (credit,
 
market/liquidity, operational,
 
climate)
Ensure that business plan is consistent with Eurobank’s
 
risk appetite
Optimize
 
risk/return
 
decisions
 
by
 
taking
 
them
 
as
 
closely
 
as
 
possible
 
to
 
the
 
business,
 
while
 
establishing
 
strong
 
and
independent review
Ensure that business growth
 
plans are properly supported by effective
 
risk infrastructure
Manage
 
risk
 
profile
 
to
 
ensure
 
that
 
specific
 
financial
 
deliverables
 
remain
 
possible
 
under
 
a
 
range
 
of
 
adverse
 
business
conditions
Assist senior executives improve
 
the control
 
and co-ordination of risk taking across their businesses
Cultivate a robust risk culture throughout the Bank, encouraging
 
a positive attitude towards risk management, regulatory
compliance and
 
the internal
 
control
 
framework,
 
through
 
strong risk
 
awareness and
 
ownership, where
 
all staff
 
members
consider risk management as an integral part of their everyday
 
responsibilities
Provide the
 
framework,
 
procedures
 
and guidance
 
to enable
 
all employees
 
to manage risk
 
in their
 
own areas
 
across the
Business and back-office Units
Advise
 
and
 
support
 
Eurobank
 
Holdings
 
in
 
risk
 
management
 
according
 
to
 
the
 
agreed
 
Service
 
Level
 
Agreement
 
(SLA)
between Eurobank Holdings
 
and Eurobank
Risk
 
Management
 
along
 
with
 
Compliance
 
and
 
other
 
Units
 
are
 
involved
 
in
 
the
 
assessment
 
of
 
all
 
products
 
and
 
services
throughout their lifecycle.
The Group
 
applies the elements
 
of the Three
 
Lines of Defense Model
 
for the
 
management of risk. The
 
Three Lines of
 
Defense
Model
 
enhances
 
risk
 
management
 
and
 
control
 
by
 
clarifying
 
roles
 
and
 
responsibilities
 
within
 
the
 
organization.
 
Under
 
the
oversight and
 
direction of the
 
Management Body,
 
three separate
 
groups within
 
the organization
 
are necessary for
 
effective
risk management. The responsibilities of each of these
 
groups or lines of defense are:
Line 1 -
 
Own and manage risk
 
and controls.
 
The front
 
-line business and
 
operations
 
are accountable for
 
this responsibility as
they own the rewards
 
and are the primary risk generators.
Line 2 - Monitor risk and
 
controls in support of Executive Management, providing oversight, challenge, advice and group-wide
direction. These include the
 
Risk and Compliance Units, among others.
Line 3
 
- Provide
 
independent assurance
 
to the
 
Board
 
and Executive
 
Management concerning
 
the
 
effectiveness
 
of risk
 
and
control management. This
 
refers to Internal Audit.
5.3
Compliance
 
Eurobank Holdings
Eurobank
 
Holdings
 
Compliance
 
is
 
established
 
with
 
the
 
approval
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
the
 
Audit
 
Committee
 
of
Eurobank Holdings.
 
It is a permanent
 
function and independent
 
from Eurobank
 
Holdings’ business
 
activities so that
 
conflicts
of interests
 
are avoided.
 
In order
 
to safeguard
 
its independence, Eurobank
 
Holdings Compliance
 
reports functionally
 
to the
Audit Committee of Eurobank Holdings and for administrative purposes to the CEO.
The Audit Committee in consultation with
the NomCo, proposes to the Board for approval the appointment, replacement or dismissal of the Head of Eurobank Holdings
Compliance. The
 
performance
 
of the
 
Head of Eurobank
 
Holdings Compliance is
 
assessed on an
 
annual basis by
 
the AC.
 
The
Head
 
of
 
Compliance
 
attends
 
all
 
AC
 
meetings
 
and
 
submits
 
quarterly
 
and
 
annually
 
reports
 
(per
 
regulatory
 
requirements)
summarising Compliance’s activity and highlighting the main compliance issues.
Its
 
mission
 
is
 
to
 
promote,
 
within
 
Eurobank
 
Holdings,
 
an
 
organizational
 
culture
 
that
 
encourages
 
ethical
 
conduct,
 
and
 
a
commitment to compliance with laws and regulations as well as
 
global governance standards.
 
The main objective of Eurobank Holdings
 
Compliance is to
 
ensure that Eurobank Holdings has
 
established an adequate
 
system
of internal
 
controls
 
that allows
 
it to
 
operate
 
in accordance
 
with the
 
ethical set
 
of values
 
contained in
 
its "Code
 
of Conduct
and
 
Ethics"
 
and
 
in
 
compliance
 
with
 
applicable
 
laws,
 
regulations
 
and
 
internal
 
policies.
 
More
 
specifically,
 
for
 
the
 
regulatory
topics within its scope of responsibilities, Eurobank Holdings
 
Compliance is mandated to:
raise compliance awareness in Eurobank
 
Holdings
provide
 
advice the
 
Board of
 
Directors and
 
Senior Management
 
on Eurobank
 
Holdings compliance
 
with applicable
 
laws,
rules and standards and keeping them informed
 
of related developments
issue, as necessary, policies and
 
other documents, in order to provide guidance
 
to staff on the appropriate implementation
of applicable laws, rules
 
and standards as well
 
as to assist the
 
business to develop
 
and implement regulatory
 
compliant
policies and procedures
review new activities and advise on potential compliance risks
ensure that staff is adequately trained
 
about compliance issues
 
provide support
 
and challenge, if required,
 
the business
 
line management regarding
 
the effectiveness
 
of the compliance
risk management activities
monitor whether staff applies effectively the internal processes and procedures aimed at achieving regulatory compliance
monitor through
 
appropriate procedures
 
staff adherence
 
to internal
 
policies and
 
the "Code
 
of Conduct
 
and Ethics"
 
and
identify fraudulent activity
monitor timely submission of
 
reports to Competent Authorities and
 
report any delays and fines
 
for any alleged breaches
of regulations to the AC
fulfil any statutory responsibilities and liaise with regulators and external bodies on compliance issues
 
 
 
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Eurobank
Group Compliance
 
is established
 
with the
 
approval
 
of the
 
Board of
 
Directors and
 
the Audit
 
Committee of Eurobank.
 
It is
 
a
permanent function and independent from the Bank’s business activities so that conflicts of interests are
 
avoided. In order to
safeguard
 
its
 
independence,
 
Group
 
Compliance
 
reports
 
functionally
 
to
 
the
 
Audit
 
Committee
 
of
 
the
 
Bank
 
and
 
for
administrative purposes to the CEO.
The Audit Committee in
 
consultation with the NomCo proposes to
 
the Board for approval
the
 
appointment,
 
replacement
 
or
 
dismissal
 
of
 
the
 
Head
 
of
 
Group
 
Compliance.
 
The
 
performance
 
of
 
the
 
Head
 
of
 
Group
Compliance is assessed on
 
an annual basis by
 
the AC. The Head of Group Compliance attends all
 
Audit Committee’s meetings
and
 
submits
 
quarterly
 
and
 
annual
 
reports
 
(per
 
regulatory
 
requirements)
 
summarising
 
Group
 
Compliance’s
 
activity
 
and
highlighting the main compliance issues.
Its mission
 
is to
 
promote, within
 
Eurobank
 
and its subsidiaries
 
(Eurobank
 
group), an
 
organizational
 
culture that
 
encourages
ethical conduct
 
through
 
integrity and a
 
commitment to
 
compliance with
 
laws and
 
regulations as
 
well as
 
the application
 
of
international governance
 
standards.
 
The main objective of Group Compliance is to
 
ensure that the Eurobank group has established an adequate
 
system of internal
controls that
 
allows it to
 
operate in
 
accordance with
 
the ethical
 
set of values
 
contained in its
 
“Code of Conduct
 
and Ethics”
and in compliance
 
with applicable laws,
 
regulations and internal
 
policies, as well
 
as international best
 
practices. In
 
brief, for
the regulatory topics within its scope of responsibilities, Group
 
Compliance is mandated to:
raise compliance awareness throughout
 
the Eurobank
 
group
provide advice to the Board of
 
Directors and Senior
 
Management on compliance with
 
applicable laws, rules
 
and standards
and keep them informed
 
of related developments
issue
 
policies,
 
procedures
 
and
 
other
 
documents
 
such
 
as
 
compliance
 
manuals,
 
internal
 
codes
 
of
 
conduct
 
&
 
ethics
 
and
practice guidelines in order to provide
 
guidance to staff on the appropriate
 
implementation of applicable laws, rules and
standards as well as to assist the business to develop
 
and implement regulatory compliant policies and procedures
review new activities and advise on potential compliance risks
ensure that staff
 
is adequately trained
 
and frequently updated
 
about compliance issues by
 
designing training programs
and co-operating with HR for
 
their implementation
 
ensure
 
the
 
development
 
of
 
a
 
robust
 
compliance
 
risk
 
identification
 
and
 
assessment
 
framework,
 
provide
 
support
 
and
challenge,
 
if
 
required,
 
the
 
business
 
line
 
management
 
regarding
 
the
 
effectiveness
 
of
 
the
 
compliance
 
risk
 
management
activities
coordinate compliance risk management actions performed
 
by other business units
monitor and
 
test whether
 
staff
 
applies effectively
 
the internal
 
processes
 
and procedures
 
aimed at
 
achieving regulatory
compliance and
 
report to
 
the relevant
 
Business Units
 
any potential
 
breaches in
 
order for
 
the latter
 
to proceed
 
with the
required improvements
monitor
 
staff
 
adherence
 
to
 
internal
 
policies
 
and
 
the
 
"Code
 
of
 
Conduct
 
and
 
Ethics"
 
and
 
identify potential
 
breaches
 
or
fraudulent activity
monitor timely submission of
 
reports to Competent Authorities and
 
report any delays and fines
 
for any alleged breaches
of regulations to the AC
fulfil any statutory responsibilities and liaise with regulators and external bodies on compliance issues
supervise, monitor, coordinate and evaluate the activities of the Compliance Officers
 
of the Bank’s local and international
subsidiaries in order to ensure compliance with Eurobank
 
group standards
The scope of activities of Group Compliance covers
 
the following core
 
regulatory topics:
Financial Crime including laws
 
and regulations on Anti Money
 
Laundering (AML) and Countering
 
the Financing of Terrorism
(CFT) and legislation aimed
 
at combatting Tax
 
evasion such as FATCA
 
and CRS (tax compliance). The
 
scope includes the
provision
 
of timely
 
and accurate
 
responses
 
to requests
 
arising from
 
regulatory and
 
judicial authorities
 
for
 
the
 
lifting of
banking secrecy or freezing of assets and co-operation with them. The Eurobank Audit Committee in consultation with the
Eurobank
 
NomCo
 
proposes
 
to
 
the
 
Board
 
for
 
approval
 
the
 
appointment,
 
replacement,
 
or
 
dismissal
 
of
 
the
 
Anti-Money
Laundering Reporting Officer
 
of Eurobank,
 
who may be
 
the same
 
person as the
 
Head of Group
 
Compliance, and his/her
Deputy
 
Market Conduct
 
related regulation
 
regarding the
 
provision
 
of investment
 
products and
 
services to
 
clients including laws
and
 
regulations
 
on Market
 
Manipulation,
 
Insider
 
Trading,
 
Unlawful
 
disclosure
 
of inside
 
information
 
and other
 
financial
crimes
Internal conduct rules including Conflict of interest regulatory provisions,
 
internal codes of conduct, anti-bribery and anti-
corruption legislation and Antitrust and Competition laws and regulations
 
Consumer conduct
 
laws and
 
regulations
 
(including, inter
 
alia, dormant
 
accounts legislation,
 
BoG’s Code
 
of Conduct
 
for
loans, the Payment Services Directive
 
and the Deposit Guarantee scheme)
 
Any other
 
topic for which there
 
is a law / regulation assigning a
 
responsibility to the Compliance
 
function, including, inter
alia, the high level monitoring of the alignment
 
of the Bank’s activities with legal and regulatory requirements concerning
personal data protection
 
and corporate governance
6.
System of Internal Controls
Principles of Internal Controls
The Group has established a
 
System of Internal
 
Controls that is based on
 
international good practices and COSO
 
terminology
and is designed to provide reasonable assurance
 
regarding the achievement
 
of objectives in the following
 
categories:
efficient and effective
 
operations,
 
reliability and completeness of financial and management information,
 
compliance with applicable laws and regulations.
 
 
 
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The key principles underlying the
 
Group’s system of internal controls
 
are described below:
 
Ø
Control Environment:
 
The control
 
environment is the
 
foundation
 
for all components
 
of Internal Control
 
System, providing
discipline and
 
structure and
 
influencing the
 
control
 
consciousness
 
of employees.
 
Integrity and
 
high ethical
 
values stem
from
 
management’s
 
philosophy
 
and
 
operating
 
style
 
and
 
appropriate
 
recruitment
 
and
 
training
 
policies
 
ensure
 
the
competence of the
 
Group’s people.
 
The Group’s
 
organisation structure
 
is suitable for
 
its size and complexity with
 
clearly
defined responsibilities and reporting lines and clearly specified delegation of authority.
Ø
Risk
 
Management:
 
the
 
Group
 
acknowledges
 
that
 
taking
 
risks
 
is
 
an
 
integral
 
part
 
of
 
its
 
business.
 
It
 
therefore
 
sets
mechanisms
 
to
 
identify
 
those
 
risks
 
and
 
assess
 
their
 
potential
 
impact
 
on
 
the
 
achievement
 
of
 
the
 
Group’s
 
objectives.
Because economic, industry,
 
regulatory and operating
 
conditions will continue to change,
 
risk management mechanisms
in place shall be set (and evolve) in a manner that
 
enables to identify and deal with the specific and new risks associated
with changes.
 
Ø
Control Activities: Internal control
 
activities are documented in the policies and detailed procedures that
 
are designed to
ensure
 
that
 
operations
 
are
 
carried
 
out
 
safely
 
and
 
all
 
transactions
 
are
 
recorded
 
accurately
 
in
 
compliance
 
with
Management’s
 
directives
 
and regulations.
 
They
 
occur throughout
 
the
 
organisation
 
and business
 
processes,
 
at all
 
levels
and in all functions. One of the prime organisational measures to ensure control
 
effectiveness in the
 
Group is segregation
of duties. Functions that shall be separated include those of
 
approval (limits, limit excesses, specific transactions), dealing,
administration (administrative
 
input, settlement, confirmation checks,
 
transaction approval
 
check, documentation
 
check,
file
 
keeping,
 
custody)
 
and
 
controlling
 
(reconciliation,
 
limit
 
monitoring,
 
excess
 
approval
 
check,
 
risk
 
management,
compliance checks, physical counts).
 
Ø
Information
 
and Communication:
 
Information
 
must be identified, captured
 
and communicated in
 
a form
 
and timeframe
that enables people to carry out their responsibilities. The Group has set effective communication channels to ensure that
information
 
is
 
communicated
 
down,
 
across
 
and
 
up
 
within
 
the
 
organisation.
 
Mechanisms
 
are
 
also
 
in
 
place
 
to
 
obtain
appropriate
 
external
 
information
 
as
 
well
 
as
 
to
 
communicate
 
effectively
 
with
 
outside
 
parties
 
including
 
regulators,
shareholders and customers.
 
Ø
Monitoring: the Group
 
has established mechanisms for
 
the ongoing monitoring of activities as part
 
of the normal course
of
 
operations.
 
These
 
include
 
regular
 
management
 
and
 
supervisory
 
activities
 
and
 
other
 
actions
 
personnel
 
take
 
in
performing their
 
duties that assess
 
the performance
 
of internal control
 
systems. There
 
are also independent evaluations
of the
 
internal control
 
system by
 
the Internal
 
Audit function,
 
the scope
 
and frequency
 
of which
 
depend primarily
 
on an
assessment
 
of risks
 
and the
 
effectiveness
 
of ongoing
 
monitoring procedures.
 
Internal control
 
deficiencies are
 
reported
upstream, with serious
 
matters reported to top
 
management, the Audit
 
Committee and the Board.
 
Every three
 
years the
efficiency of the
 
internal control
 
system of HoldCo/Bank on
 
a solo and consolidated
 
basis is independently evaluated
 
by
a third
 
auditing firm, other
 
than the
 
statutory auditor,
 
as provided
 
for in
 
BoG Governor’s
 
Act 2577/2006.
 
The evaluation
report,
 
following
 
its
 
assessment/acknowledgement
 
by
 
HoldCo/Bank
 
competent
 
bodies
 
(Audit
 
Committee
 
and
 
BoD)
 
is
further submitted to the BoG.
Characteristics of the System of Internal Controls
 
(SIC)
HoldCo and Eurobank have indicati
 
ve, and not restrictive, the
 
following key
 
characteristics of the SIC:
Code of Conduct and processes for monitoring its implementation
Approved organisational chart in full development, for all levels of hierarchy, and with distinction of functions in main
and secondary, in which the area of responsibility per
 
sector/department is clearly defined
Composition and function of the Audit Committee
Description of strategic planning, process
 
of its development and implementation
Long-term and short-term
 
action plan per
 
important activity, with
 
a corresponding
 
report and identification
 
of the
deviations on a periodic basis, as well
 
as their justification
Complete and
 
up-to-date Articles
 
of Association
 
which clearly identify
 
and reflect
 
the object
 
of exploitation,
 
work
and the main objectives of the
 
economic operator
Description of tasks of directorates, departments and job
 
descriptions
Recording
 
of
 
policies
 
and
 
procedures
 
of
 
important
 
operations
 
of
 
the
 
HoldCo/Bank
 
and
 
identification
 
of
 
internal
controls
Processes for
 
compliance with the applicable legal and regulatory
 
framework
 
(Regulatory Compliance).
Processes for
 
risk assessment and management
Processes for
 
the integrity and reliability of financial information
Processes for
 
recruitment, training, delegation, targeting
 
and evaluation of the performance
 
of executives.
Processes for
 
the security, adequacy and reliability of information
 
systems
Processes for safeguarding
 
personnel and assets
Description of reporting lines and communication channels within and outside the
 
organisation
Mechanism for monitoring and evaluating the efficiency
 
and effectiveness
 
of processes
Process for
 
periodic evaluation of the
 
adequacy and efficiency of the SIC by an independent auditor
Policies
 
for
 
the
 
environmental
 
management
 
system and
 
other
 
environmental,
 
social
 
and governance
 
issues
 
(ESG
factors)
 
 
 
 
 
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In
 
the
 
context
 
of
 
the
 
implementation
 
of
 
the
 
above,
 
HoldCo
 
and
 
Eurobank
 
have
 
recorded
 
policies
 
and
 
procedures
 
for
 
the
operation of organisational
 
units. The procedures include a clear reference
 
to the internal controls established to address the
risks
 
they
 
face
 
and
 
to
 
the
 
person
 
responsible
 
for
 
each
 
procedure
 
and
 
are
 
also
 
assessed
 
in
 
the
 
context
 
of
 
the
 
corporate
governance system’s
 
assessment.
Evaluation of the System of Internal Controls
The Bank
 
AC, in
 
accordance with
 
the Bank
 
of Greece
 
Governor’s
 
Act 2577/9.3.2006
 
and its Terms
 
of Reference,
 
reviews
 
and
evaluates the adequacy
 
of the Internal Control
 
System (ICS) of the Bank,
 
as well as of the
 
Bank Subsidiaries annually, on the
basis of the relevant data and information of the
 
Internal Audit Group (IAG) of the Bank, the findings and remarks of external
auditors and those of the supervisory authorities. The AC
 
relies on the oversight and reporting
 
mechanisms it has established
with the Audit Committees of the Group’s
 
Subsidiaries.
Similarly,
 
the
 
HoldCo
 
AC,
 
in
 
accordance
 
with
 
its
 
Terms
 
of
 
Reference,
 
reviews
 
and
 
evaluates
 
the
 
adequacy
 
of
 
the
 
Internal
Control System (ICS) of the HoldCo, on the basis of the relevant data
 
and information of the Internal Audit (IA) of the HoldCo,
the findings and remarks of external auditors and those of the supervisory
 
authorities.
Independent Evaluation of the HoldCo/Bank System of Internal Controls
In March 2021, PWC presented to the AC members the scope, findings and
 
methodology followed
 
by PwC for the Independent
triennial Evaluation of the Holdco/Bank System of Internal Controls
 
(SIC) per BoG Act 2577/9.3.2006 (BoG Act).
Based on the
 
procedures performed
 
and the evidence
 
obtained, there
 
were no
 
indications that
 
the SIC, at
 
the given
 
time of
the assessment, was not in compliance in all material
 
aspects of the requirements of BoG Act.
Regarding the 26
 
observations raised
 
by PwC (25 observations
 
of low risk and 1 observation
 
regarding the model
 
validation
of Eurobank Bulgaria of medium risk), Management agreed to
 
take actions.
 
7.
Sustainability
Sustainability Approach
Eurobank
 
recognizes the
 
significance of
 
the impact
 
of its activities
 
in society and
 
the environment.
 
Thus, high
 
importance is
placed on the effective
 
integration of Sustainability principles and ESG aspects throughout the activities of the
 
organization,
its governance model and related commitments.
 
Furthermore,
 
Eurobank
 
acknowledges
 
its
 
important
 
role
 
in
 
creating
 
sustainable
 
value
 
for
 
its
 
stakeholders.
 
The
 
approach
towards
 
Sustainability
 
focuses
 
on
 
the
 
continued
 
efforts
 
as
 
a
 
financial
 
institution,
 
an
 
employer
 
and
 
a
 
corporate
 
citizen
 
to
address
 
environmental
 
and
 
societal
 
challenges.
 
Eurobank
 
develops
 
its
 
approach
 
across
 
the
 
Environmental,
 
Social
 
and
Governance
 
spectrum
 
(ESG)
 
and
 
balances
 
objectives
 
in
 
the
 
ESG
 
Strategy,
 
in
 
line
 
with
 
the
 
Bank’s
 
corporate
 
Purpose
(“Prosperity Needs Pioneers”)
 
and across two distinct levels of impact:
 
Ø
Financed Impact Strategy:
 
Impact resulting
 
from the
 
Bank’s lending and investing
 
activities to specific sectors
 
and
clients.
Ø
Operational Impact Strategy:
 
Impact arising from the Bank’s operational
 
activities and footprint.
 
Bank has
 
given priority
 
to managing
 
and mitigating
 
any underlying
 
economic, environmental
 
and social
 
risks arising
 
as an
integral part of developing products
 
and services, while complying with the applicable regulatory
 
framework.
 
Furthermore, aiming
 
to balance Purpose and Impact,
 
Bank develops and improves
 
mechanisms in order to
 
identify, measure
and communicate impacts, direct and indirect, across the
 
full spectrum of its activities.
Sustainability Policies & Frameworks
Eurobank
 
has taken
 
action towards
 
updating its
 
Sustainability Policy
 
Framework,
 
to outline
 
the approach
 
for adherence
 
to
applicable regulatory
 
requirements
 
and voluntary
 
initiatives
 
as well
 
as adopted
 
standards and
 
guidelines, thus
 
enabling a
contemporary
 
and
 
continuously
 
updated
 
approach
 
to
 
Sustainability,
 
in
 
line
 
with
 
international
 
best
 
practices.
 
The
Sustainability
 
Policy
 
Framework
 
sets
 
the
 
foundation
 
towards
 
integration
 
of
 
ESG
 
into
 
Eurobank’s
 
business
 
model
 
and
operations.
Focusing
 
on
 
the
 
social
 
aspect
 
of
 
ESG,
 
Eurobank
 
has
 
taken
 
actions
 
that
 
outline
 
its
 
corporate
 
values,
 
principles
 
and
commitments by
 
issuing the Human
 
Rights Statement, the
 
Diversity,
 
Equity and Inclusion Policy
 
as well as
 
the Policy
 
against
Harassment and Violence in Workplace. This approach outlines zero-tolerance for various types of
 
violation and discrimination
as well as for the equal opportunities with fairness and meritocracy and irrespective
 
of gender, nationality,
 
age or other traits
throughout the entire employee life cycle (i.e recruitment and
 
selection, learning, performance, talent and
 
career development,
reward management).
Moreover,
 
Bank
 
approved
 
and
 
implements
 
its
 
Sustainable
 
Finance
 
Framework
 
(SFF),
 
which
 
supports
 
the
 
identification
 
of
sustainable/green financing opportunities (finance
 
the transition of Bank’s clients). Bank
 
has also approved and made
 
publicly
available its
 
Green Bond
 
Framework.
 
The
 
Framework,
 
which has
 
been externally
 
reviewed
 
by
 
an established
 
second-party
opinion
 
provider,
 
facilitates
 
the
 
financing of
 
projects
 
that
 
will
 
deliver
 
environmental
 
benefits
 
to the
 
economy and
 
support
Bank’s business strategy
 
and vision. Furthermore,
 
Bank approved
 
its Sustainable Investment
 
Framework,
 
which specifies the
respective criteria that are utilized
 
in the Bank’s
 
banking books investment strategy, along with
 
the selection process of eligible
sustainable investments. The above
 
mentioned Frameworks
 
enable Bank to pursue economic growth in line with ESG criteria.
These
 
frameworks
 
are complemented
 
by
 
the
 
Environmental
 
Policy
 
and Energy
 
Management Policy
 
that
 
were
 
issued in
 
the
past
 
depicting
 
related
 
commitments
 
and
 
actions
 
towards
 
the
 
protection
 
of
 
the
 
environment
 
and
 
energy
 
efficiency,
 
and
updated accordingly,
 
incorporating recent
 
regulatory developments.
 
These
 
policies constitute
 
part of
 
Eurobank’s
 
system of
internal controls
 
and were
 
supplemented by
 
the newly
 
developed Water
 
Management Policy
 
outlining Bank’s approach
 
on
an appropriate water management with
 
a focus on continuous improvement
 
of its operational footprint.
 
 
 
 
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Engaging with stakeholders
An
 
integral
 
part
 
of
 
Eurobank's
 
approach
 
to
 
Sustainability
 
is
 
the
 
fostering
 
of
 
strong
 
relationships
 
of
 
trust,
 
loyalty,
 
good
cooperation
 
and mutual benefit with
 
all stakeholders
 
affected directly
 
or indirectly by
 
its activities. In this
 
context, Eurobank
promotes two-way communication and develops an open dialogue
 
with its stakeholders in order to account
 
for their concerns
A more
 
detailed presentation
 
of the
 
cooperation
 
framework,
 
expectations
 
and means
 
of communication
 
is included
 
in the
Annual Report 2021 – Business & Sustainability.
Stakeholder
 
consultation
 
is the
 
key
 
process
 
for
 
identifying, prioritizing,
 
validating
 
and
 
reporting
 
on
 
Bank’s prioritized
 
ESG
impacts / material issues. This process takes place on an annual basis through dedicated communication channels for specific
stakeholder
 
groups
 
as well
 
as surveys/questionnaires.
 
Further
 
details regarding
 
the
 
aforementioned
 
process
 
and its
 
results
are embedded in the Annual Report 2021 – Business & Sustainability.
In
 
alignment
 
with
 
the
 
latest
 
update
 
of
 
the
 
GRI
 
standards,
 
the
 
Bank
 
shall
 
focus
 
the
 
2022
 
Materiality
 
Analysis
 
on
impacts/outcomes
 
instead of
 
topics/outputs, prioritizing
 
them
 
for
 
reporting
 
based on
 
their
 
significance
 
(4 step
 
approach),
assess
 
both
 
negative
 
and
 
positive
 
impacts,
 
as
 
well
 
as
 
actual
 
and
 
potential
 
impacts.
 
In
 
the
 
context
 
of
 
the
 
new
 
impact
identification
 
process,
 
the
 
identification
 
of impacts
 
will take
 
place through
 
diverse
 
internal
 
and external
 
sources,
 
including
engaging internal stakeholders with significant
 
role in ESG implementation.
 
Governance
Bank has approved a governance
 
structure on the process for
 
the allocation of roles
 
and responsibilities with regards to ESG
and
 
climate
 
risk management
 
(both
 
for
 
transition
 
risk and
 
physical
 
risk). In
 
that
 
context,
 
a dedicated
 
Group
 
Climate
 
Risk
Division has
 
been established
 
supporting the
 
integration
 
of Climate related
 
and Environmental
 
(CR&E) risks into
 
the Bank’s
risk management framework, with a coordinating and supervisory role on all related project streams to ensure alignment with
the Bank’s
 
business strategy
 
and the
 
regulatory authorities’
 
expectations. Moreover,
 
the HoldCo/Bank
 
BoD has assigned
 
an
executive member
 
as the
 
responsible BoD
 
member for
 
climate-related and
 
environmental
 
risks, ensuring
 
that material
 
ESG
issues are taken into account
 
in the decision-making process. As part of
 
his duties, the member responsible updates the Board
Risk Committee
 
(BRC) (in
 
alignment with
 
the
 
BRC Terms
 
of Reference)
 
and the
 
Board
 
of Directors
 
of HoldCo
 
and Bank
 
on
climate change and environmental related risks at
 
least on a semi - annually basis.
Bank
 
has
 
established
 
the
 
ESG Management
 
Committee, chaired
 
by
 
the
 
BoD member
 
responsible
 
for
 
climate-related
 
and
environmental
 
risks.
 
The
 
purpose
 
of
 
the
 
ESG
 
Management
 
Committee,
 
established
 
by
 
the
 
Bank
 
CEO
 
who
 
appoints
 
its
members, is to provide strategic direction on
 
ESG initiatives, review the ESG
 
Strategy prior to approval, integrate the elements
of
 
the
 
ESG
 
strategy
 
into
 
the
 
Bank’s
 
business
 
model
 
and
 
operations,
 
approve
 
eligible
 
assets
 
of
 
Green
 
Bond
 
Frameworks,
regularly measure and analyze the progress
 
of the ESG goals and performance targets, ensure
 
the proper implementation
 
of
ESG related
 
policies
 
and
 
procedures
 
and
 
to
 
validate
 
the
 
prioritized
 
ESG impacts
 
/ Material
 
Issues reported
 
in the
 
Annual
Report - Business & Sustainability, in accordance with supervisory requirements
 
and voluntary commitments.
Bank established
 
a dedicated
 
unit called
 
ESG Division,
 
which succeeded
 
the former
 
Group Sustainability
 
/ Environmental
 
&
Social Affairs
 
Division, with an updated, comprehensive
 
mandate regarding ESG. The
 
Division reports to Deputy CEO, Group
COO and International
 
Activities and undertakes
 
a central
 
role in
 
coordinating ESG
 
activities across
 
the Bank.
 
The Head
 
of
the ESG Division acts as secretary to the ESG Management
 
Committee.
Reporting and Transparency
HoldCo/Bank
 
issue on
 
an
 
annual
 
basis
 
the
 
Annual Report
 
– Business
 
&
 
Sustainability,
 
which provides
 
stakeholders
 
with a
holistic
 
view
 
to
 
its
 
ESG
 
performance
 
and
 
complies
 
with
 
the
 
Sustainability
 
Reporting
 
Guidelines
 
of
 
the
 
Global
 
Reporting
Initiative (GRI).
 
Through
 
the Report,
 
Euroban/HoldCo
 
provide full
 
disclosure on sustainability
 
impacts such as
 
environmental
performance,
 
energy
 
and emissions,
 
social impact
 
and corporate
 
governance,
 
information
 
regarding
 
the
 
Bank’s initiatives,
while addressing all material
 
stakeholder interests across
 
the ESG spectrum. The Annual Report
 
- Business & Sustainability is
accessible
 
to
 
all
 
interested
 
parties
 
through
 
the
 
corporate
 
website.
 
The
 
sustainability-related
 
disclosures
 
in
 
the
 
report
 
are
assured
 
by
 
a
 
competent
 
assurance
 
provider
 
in
 
accordance
 
with
 
the
 
AA1000
 
Assurance
 
Standard
 
(version
 
3)
 
and
 
related
Principles for
 
inclusivity, materiality,
 
responsiveness and
 
impact, as per
 
the independent auditor’s
 
Limited Assurance
 
Report
which is disclosed
 
as part of
 
the Annual
 
Report – Business
 
& Sustainability.
 
In addition, the
 
Holdco/Bank reports
 
disclosures
as required by the EU Taxonomy (Regulation (EU) 2020/852 of the European Parliament and of the Council). Specifically, upon
reviewing its business
 
activities, to align taxonomy reporting with
 
its core activities, provides
 
the key
 
performance indicators
(KPIs) and other disclosure requirements
 
related to its dominant financial undertakings as laid down in Article 10 of the
 
Art. 8
Delegated Act. Furthermore, in the
 
context of Pillar III disclosures on ESG risks, Holdco/Bank will disclose ESG risk information
with reference date
 
31/12/2022.
 
Furthermore,
 
the
 
Bank’s
 
environmental
 
and
 
energy
 
management
 
performance,
 
with
 
respect
 
to
 
the
 
improvement
 
of
 
its
operational
 
footprint,
 
is monitored
 
through
 
specific indicators
 
and associated
 
targets
 
disclosed also
 
in the
 
Environmental
Report (EMAS). This constitutes an environment and energy
 
monitoring and self-improvement
 
tool, in line with commitments,
regulated by
 
applicable standards,
 
audited &
 
verified by
 
independent third
 
party.
 
Within
 
the
 
EMAS Report
 
framework,
 
the
Bank discloses the Green House Gas emissions record in line with the ISO14064 standard, as verified by external independent
party and in line with the provisions
 
of the national Climate Law.
 
Moreover,
 
Holdco/Bank
 
actively
 
participates
 
in
 
internationally
 
recognized
 
ESG
 
ratings,
 
aiming
 
to
 
continuously
 
improve
 
its
environmental,
 
social
 
and
 
governance
 
performance,
 
enhance
 
its
 
related
 
disclosures
 
and
 
further
 
build
 
the
 
trust
 
of
 
the
investment community in the Bank.
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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8.
Shareholders’ General
 
Meeting
The Shareholders’
 
General Meeting (“General Meeting”) is the supreme
 
body of the HoldCo/Bank, convened by the respective
Board and
 
entitled to
 
resolve
 
upon any
 
matter concerning
 
the HoldCo/Bank
 
and is
 
the only
 
competent body
 
to resolve
 
on
issues described in
 
article 117 of
 
Company Law 4548/2018 (such
 
as amendments to the Articles of
 
Association). All shareholders
have the right to
 
participate and vote
 
at the General
 
Meeting either in person
 
or by their legal
 
representatives according
 
to
the proposed legal procedure
 
each time in force.
 
The General
 
Meeting is in
 
quorum and meets
 
validly when the
 
shareholders, present
 
or represented,
 
represent at
 
least 20%
(1/5) of the
 
paid-in share capital
 
that corresponds
 
to the shares
 
with voting
 
rights (“share capital”).
 
Resolutions are
 
reached
by
 
absolute
 
majority and
 
shall
 
be binding
 
upon absent
 
and dissenting
 
shareholders
 
as well.
 
Exceptionally,
 
with
 
regard
 
to
certain
 
significant
 
decisions
 
such
 
as
 
most
 
decisions
 
related
 
to
 
share
 
capital,
 
mergers
 
etc.(para
 
3,
 
art.
 
130,
 
Company
 
Law
4548/2018),
 
the General Meeting is in quorum and meets validly when the shareholders,
 
present or represented, represent at
least
 
50.00%
 
(1/2)
 
of
 
the
 
paid-in
 
share
 
capital.
 
Resolutions
 
on
 
the
 
aforementioned
 
issues
 
are
 
reached
 
by
 
two-thirds
 
(2/3)
majority.
 
If such quorum
 
is not reached,
 
the General
 
Meeting is convened
 
again in a
 
repeat Meeting where
 
lower
 
quorum is
required for all categories
 
of resolutions.
 
Based on
 
the present
 
1.4% stake
 
in HoldCo’s
 
share capital,
 
the HFSF,
 
under Law
 
3864/2010 as
 
in force
 
and the
 
TRFA signed
between the Bank, the HoldCo
 
and the HFSF,
 
exercises its voting rights in the General
 
Meetings of HoldCo without limitation.
The
 
Annual
 
General
 
Meeting
 
is
 
held
 
every
 
year
 
before
 
the
 
10th
 
of
 
September.
 
An
 
Extraordinary
 
General
 
Meeting
 
may
 
be
convened by the Board
 
when it is deemed appropriate or necessary
 
or when required by law.
The minutes of the General
 
Meeting are signed by the Chairperson and the
 
Secretary of the General
 
Meeting.
Standard minority rights, as described in Company Law 4548/2018, apply.
 
Information about the
 
Eurobank Holdings General
 
Meetings
Requirements for calling
 
and convening the General
 
Meetings
All persons appearing as shareholders of
 
ordinary shares of the HoldCo in the registry
 
of the Dematerialized Securities System
(DSS) managed by Hellenic Central
 
Securities Depository S.A. on the Record
 
Date, namely at the
 
start of the fifth
 
day before
the General Meeting, have the
 
right to participate and vote in the HoldCo General
 
Meeting.
The aforementioned
 
record date
is
 
applicable
 
for
 
the
 
Repeat
 
Meeting
 
as
 
well.
 
The
 
shareholders
 
are
 
informed
 
on
 
time
 
about
 
the
 
agenda
 
of
 
each
 
General
Meeting and new technologies are used to help them par
 
ticipate.
At
 
least
 
20
 
days
 
before
 
the
 
General
 
Meeting
 
date,
 
the
 
shareholders
 
are
 
informed
 
and
 
given
 
access
 
to
 
all
 
necessary
information, in compliance with
 
the Greek Law.
 
The Notice of General
 
Meeting includes:
Date, time and place of the
 
Meeting
Items on the agenda
Participation and voting
 
rights with the relevant procedures
Minority shareholder rights
Relevant documents available
All resolutions
 
and information
 
about each
 
General
 
Meeting are
 
posted under Investor
 
Relations on the
 
Eurobank
 
Holdings
website.
Participation and proxies
Shareholders
 
are assisted
 
to participate
 
in HoldCo
 
General Meetings.
 
All Eurobank
 
Holdings shareholders
 
have the
 
right to
participate in person or appoint a proxy.
 
Proxies must be appointed at least 48 hours before the
 
General Meeting date.
 
To the
 
extent that shareholders'
 
questions on items on the
 
agenda are not answered
 
during General Meeting,
 
HoldCo has a
process for submitting the
 
relevant answers.
Annual General Meeting (AGM) of the
 
shareholders
 
In the
 
Annual General
 
Meeting of the
 
HoldCo’s shareholders,
 
held on
 
July 21, 2022,
 
remotely via teleconference
 
in real
 
time,
participated shareholders representing 2,768,461,395
 
shares out of 3,709,161,852
 
shares, corresponding to 74.64% of the paid
up share capital
 
with voting
 
rights on the
 
items of the
 
agenda. In respect
 
of the
 
items on the
 
agenda, as referred
 
to on the
invitation dated 30.06.2022, the General
 
Meeting:
1.
 
Approved,
 
with
 
a
 
majority
 
exceeding
 
the
 
minimum
 
required
 
by
 
the
 
law,
 
the
 
Annual
 
and
 
Consolidated
 
Financial
Statements for the
 
financial year 2021, as well as the Directors’
 
and Auditors’ Reports. Profit sharing.
2.
Approved, with a majority exceeding the
 
minimum required by the law,
 
the offsetting “Corporate law Reserves”
 
and
“Share
 
Premium”,
 
with
 
accumulated
 
losses
 
amounting
 
to
 
€13,813,713,430.07
 
from
 
the
 
account
 
“Retained
earnings/losses”.
3.
Approved,
 
with a
 
majority exceeding
 
the
 
minimum required
 
by the
 
law,
 
the
 
overall
 
management for
 
the
 
financial
year 2021 as well as the discharge of the Auditors
 
for the financial year 2021.
4.
Approved, with a majority exceeding the
 
minimum required by the law:
a)
 
the
 
appointment
 
of
 
the
 
firm
 
KPMG
 
Certified
 
Auditors
 
S.A.
 
(KPMG)
 
as
 
statutory
 
auditor
 
for
 
the
 
Annual
 
and
Consolidated Financial Statements of the Company
 
for the financial year 2022;
b) KPMG’s relevant fees
 
for the audit
 
of the Annual and Consolidated
 
Financial Statements of the
 
Company for the
financial year 2022 to amount to €0.2 m; and
c) the
 
amendment
 
of the
 
Tripartite
 
Relationship Framework
 
Agreement
 
between the
 
HFSF,
 
the Company
 
and the
Bank, for
 
the incorporation
 
of the
 
provisions
 
of article
 
28 par.
 
2 of
 
L. 4701/2020,
 
in order
 
to offer
 
the possibility
 
to
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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extend the
 
duration of
 
the audit
 
assignment to the
 
same statutory auditor
 
(in this case,
 
KPMG) even after
 
the end
of the initial 5 years’ engagement (2018-2022) for
 
a period not exceeding a total of 10 years.
5.
Approved,
 
with a majority
 
exceeding the
 
minimum required
 
by the
 
law, the
 
remuneration
 
paid during the
 
financial
year 2021, as well as the advance
 
payment of remuneration for the financial year of 2022 to the non-executive Board
members for the
 
execution of their duties as Board members and as members
 
of the Board Committees.
6.
Casted a positive vote on the Remuneration
 
Report for the financial year
 
2021.
7.
Approved, with a majority exceeding the
 
minimum required by the law,
 
the amendment of the Nomination
 
Policy of
the Directors of the Board.
8.
Approved, with a majority exceeding the
 
minimum required by the law:
a) The Audit Committee to function as Committee of the
 
Board consisting of members of the Board.
b) The Audit Committee to consist of 4 non-executive members of the
 
Board of which at least 3 shall be
Independent.
c) The term of office
 
of the members of the Audit Committee that
 
will be appointed by the Board in accordance
with article 44, par. 1c of L. 4449/2017,
 
as in force, to coincide with their
 
term of office as members
 
of the Board, i.e.
the term of office of the
 
Audit Committee members will expire on 23.07.2024,
 
prolonged until the end of the
 
period
the Annual General Meeting for
 
the year 2024 will take place.
All information on the
 
AGM can be found at Eurobank
 
Holding’s website:
(https://www.eurobankholdings.gr/el/enimerosi
 
-ependuton/enimerosi-metoxon-eurobank
 
-holdings/genikes-suneleuseis-
pages/taktiki-geniki-suneleusi-metoxon-21-07-2022)
 
Information about the
 
Eurobank General
 
Meetings
The
 
HoldCo, following
 
the demerger,
 
constitutes the
 
Eurobank’s
 
sole shareholder,
 
who represents
 
100% of
 
its share
 
capital.
According to article 121 par.
 
5 of Law 4548/2018, an invitation
 
to convene a general
 
meeting is not required
 
in the event
 
that
the meeting is attended
 
or represented by shareholders representing the
 
entire capital and none
 
of them objects to
 
its holding
and decision-making. In this context the following
 
general meetings of Eurobank
 
were held.
Annual General Meeting (AGM) of the
 
shareholders
 
In the Annual
 
General Meeting of
 
Eurobank’s shareholders, held on July
 
21, 2022 in
 
Athens, at “Bodossakis
 
Foundation Building”
(“John S.
 
Latsis” Hall),
 
20 Amalias
 
Avenue,
 
participated the
 
sole shareholder
 
Eurobank
 
Holdings representing
 
3,683,244,830
shares, corresponding
 
to 100% of
 
the paid
 
up share
 
capital with
 
voting
 
rights on
 
the items
 
of the
 
agenda. In
 
respect of
 
the
items on the agenda, the General
 
Meeting:
1.
Approved
 
the
 
Annual and
 
Consolidated
 
Financial Statements
 
for
 
the
 
financial year
 
2021
 
as well
 
as the
 
Directors’
 
and
Auditors’ Reports.
2.
Approved the
 
overall
 
management for the financial year
 
2021 and discharge of the Auditors for the
 
financial year 2021.
3.
Appointed “KPMG Certified Auditors S.A.” as Auditors for the financial year 2022 and b)
 
approved the amendment of the
Tripartite
 
Relationship Framework
 
Agreement
 
between the
 
HFSF,
 
the
 
Company and
 
the Bank,
 
for
 
the incorporation
 
of
the
 
provisions
 
of article
 
28 par.
 
2 of
 
L. 4701/2020,
 
in order
 
to offer
 
the
 
possibility to
 
extend the
 
duration
 
of the
 
audit
assignment to the same statutory auditor
 
(in this case, KPMG)
 
even after the end of
 
the initial 5 years’ engagement
 
(2018-
2022) for a period not exceeding a total
 
of 10 years.
4.
Approved
 
the
 
remuneration
 
for
 
the
 
financial year
 
2021 and
 
of the
 
advance payment
 
of the
 
remuneration
 
for
 
the
 
non-
executive Board Directors for the
 
financial year 2022.
5.
Approved the
 
recomposition of the Audit Committee.
 
6.
Approved the
 
Annual Activity Report of the Audit Committee for the
 
financial year 2021.
Extraordinary General
 
Meeting of the Shareholders
In the Extraordinary General
 
Meeting of Eurobank’s shareholders, held on June 14, 2022 in Athens, at
 
“Bodossakis Foundation
Building”
 
(“John
 
S.
 
Latsis”
 
Hall),
 
20
 
Amalias
 
Avenue,
 
participated
 
the
 
sole
 
shareholder
 
Eurobank
 
Holdings
 
representing
3,683,244,830 shares,
 
corresponding to
 
100% of
 
the paid
 
up share
 
capital with
 
voting rights
 
on the
 
items of
 
the agenda.
 
In
respect of the sole item on the agenda, the
 
General Meeting resolved
 
on the:
Approval of the hive
 
-down of the merchant
 
acquiring sector of the Bank by way of its absorption by CARDLINK ONE and the
Draft Demerger Deed
 
– Granting of authorisations.
9.
Other information
 
required by Directive 2004/25/EU
Holders of securities with special control rights
 
The HFSF’s
 
participation interest
 
in the HoldCo’s
 
share capital, through
 
the ordinary shares
 
it possesses, confers
 
to HFSF the
rights according to the legislation in force
 
and the TRFA that
 
has been signed between the HoldCo, the Bank and the
 
HFSF.
 
Treasury Shares
 
The
 
Shareholders’
 
General
 
Meeting can
 
authorize the
 
Board, under
 
article 49
 
of Company
 
Law 4548/2018,
 
to implement
 
a
program
 
of acquisition
 
of treasury
 
shares.
 
However,
 
according
 
to paragraph
 
1 of
 
Article 16C
 
of Law
 
3864/2010,
 
during the
period of the participation of the HFSF in the share
 
capital of the HoldCo, HoldCo is not permitted
 
to purchase treasury shares
without the approval
 
of the HFSF (note 37 of the consolidated accounts).
For other
 
information
 
required by
 
Directive 2004/25/EU
 
regarding the:
 
a) Major shareholdings,
 
b) Authority to
 
issue new
shares, and c) Restrictions of voting
 
rights, please refer to the relevant
 
sections of the Directors’ Report.
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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APPENDIX AUDIT COMMITTEE ACTIVITY REPORT FOR THE YEAR 2022
Purpose
1.
In accordance with the
 
Law 4449/2017
 
as amended, the Audit
 
Committee (AC) of
 
Eurobank Ergasias Services and Holdings
S.A. (Eurobank
 
Holdings or
 
HoldCo or
 
Company) should
 
submit an
 
annual report
 
to the
 
Shareholders’
 
Annual General
Meeting
 
on
 
the
 
issues
 
dealt
 
with
 
by
 
the
 
AC
 
during
 
the
 
previous
 
year,
 
also
 
including
 
therein
 
a
 
description
 
of
 
the
sustainability policy followed
 
by the entity.
2.
The current
 
2022 AC Activity
 
Report of Eurobank
 
Holdings which is also part
 
of the 2022 Annual
 
Financial Report, refers
to the AC activity during 2022 and the issues addressed. In addition, it
 
describes Eurobank Holdings’ sustainability policy.
3.
No deviations from the
 
AC’s Terms
 
of Reference (ToR)
 
have been identified.
AC Composition / Membership
4.
In line with the provisions of article 44 of law 4449/2017,
 
as amended and currently in force, and further
 
to the decision of
the HoldCo’s Annual General
 
Meeting of Shareholders as of 21.07.2022
 
regarding the recomposition of the
 
AC and more
specifically
 
regarding
 
its
 
type,
 
composition
 
and
 
term
 
of
 
office
 
and
 
the
 
BoD’s
 
decision
 
of
 
30.6.2022
 
and
 
21.07.2022
regarding the membership of the AC, following relevant recommendation
 
by the Nomination and Corporate Governance
Committee of
 
28.06.2022, the
 
AC
 
decided on
 
21.07.2022
 
on its
 
constitution
 
and on
 
the
 
appointment
 
of
 
its Chairman.
Compared to the
 
previous AC
 
composition, Mr.
 
Bradley Paul
 
Martin and Ms. Cinzia
 
Basile ceased to be
 
members of the
Committee.
5.
Following the
 
above, the AC consist exclusively
 
of BoD members, four (4) in total, all of which are non-executive, of whom
the three (3) are independent according to the
 
provisions of article 9 of L. 4706/2020, including the AC
 
Chairman among
the independent members, as follows:
1. Jawaid Mirza (Chairman of the Audit
 
Committee, independent non-executive
BoD member),
 
2. Irene
 
Rouvitha-Panou (Vice
 
-Chairwoman of
 
the Audit
 
Committee, independent non-executive
 
BoD
member),
 
3.
 
Rajeev
 
Kakar
 
(independent
 
non-executive
 
BoD
 
member),
 
and
 
4.
 
Efthymia
 
Deli
 
(Representative
 
of
 
the
Hellenic Financial Stability Fund (HFSF) - non-executive BoD member).
 
6.
All AC members have sufficient knowledge in the field
 
of HoldCo activities and
 
the necessary skills and experience to
 
carry
out their duties and meet the requirement
 
of established knowledge and experience in auditing and/or accounting.
7.
Information
 
regarding
 
current
 
AC
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
HoldCo’s website (www.eurobankholdings.gr).
 
Meetings Held During the Period
 
& Attendance
8.
During 2022, the Audit Committee held fourteen (14) meetings
 
vs eleven (11) in 2021.
 
9.
The average
 
ratio of attendance
 
at the meetings by
 
the AC members
 
stood at 100% (2021: 95%). It is noted that
 
in 2021,
for
 
the
 
cases
 
of
 
missed
 
in
 
person
 
attendances,
 
representation
 
proxies
 
have
 
been
 
provided,
 
leading
 
to
 
an
 
overall
attendance of 100%.
 
10.
Due
 
to
 
the
 
covid-19
 
pandemic,
 
only
 
two
 
(2)
 
quarterly
 
meetings
 
were
 
attended
 
in
 
person
 
and
 
the
 
rest
 
were
 
held
 
via
conference calls.
 
This practice is allowed
 
by the AC ToR
 
and is consistent across all HoldCo’s BoD Committees.
 
11.
The submissions for
 
the AC meetings have become
 
available to all BoD members through the
 
Diligent platform.
 
12.
The BoD Chair has regularly attended the AC meetings. In addition, all meetings were attended by the Internal Audit (IA),
while the General Manager of Group Compliance
 
was attending the meetings
 
depending on the subject
 
under discussion.
13.
The External Auditor of 2022 financial statements (i.e. KPMG) has been invited and attended meetings as required.
14.
The
 
AC
 
Chair updated
 
the
 
Board
 
members,
 
at
 
the
 
quarterly
 
meetings
 
of
 
the
 
Board,
 
on
 
the
 
material
 
matters
 
covered
during the AC meetings.
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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TO THE REPORT OF THE DIRECTORS
 
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Highlights of Issues of Importance during 2022
Internal Controls System and
 
Risk Management
15.
The AC,
 
in accordance
 
with its Terms
 
of Reference,
review
s the
 
adequacy of the
 
Internal Control
 
and Risk Management
systems and the compliance with rules and regulations of the
 
monitoring process.
16.
Throughout the year
 
2022:
 
the AC
 
Members received
 
update by
 
IA and
 
Compliance, covering
 
matters of
 
the System
 
of Internal
 
Controls,
Risk Management and Compliance with rules and regulations.
significant weaknesses
 
in internal controls
 
and the progress
 
of actions taken
 
to address them,
 
were presented
in the Internal Audit
 
Activity Report and
 
several pending issues (including External
 
Auditors’ Management Letter)
were discussed with Management and the
 
AC ensured that the time
 
plans and deadlines will be followed up.
 
the
 
AC
 
acknowledged
 
the
 
annual
 
Internal
 
Audit
 
Evaluation
 
Report
 
of
 
the
 
System
 
of
 
Internal
 
Controls,
 
a
requirement
 
of the
 
Bank of
 
Greece Act
 
2577/9.3.2006.
 
The said
 
report along
 
with the
 
AC’s own
 
assessment of
the evaluation was further
 
submitted to the BoD and subsequently to BoG in June 2022.
In accordance with the
 
provisions
 
of Law 2533/1997,
 
the AC reviewed
 
reports on substantial stock transactions
performed by the
 
Company’s Directors and General Managers in listed securities and notified
 
the Board.
Internal Audit (IA)
17.
The Internal
 
Audit (IA) function
 
of HoldCo is
 
independent (Internal Audit has
 
a functional reporting
 
line to the
 
AC and a
dotted
 
reporting
 
line
 
for
 
administrative
 
matters
 
to
 
the
 
CEO),
 
adequately
 
organized,
 
has
 
unrestricted
 
access
 
to
 
any
pertinent information and operates efficiently and effectively in compliance with the Standards of the Institute of
 
Internal
Auditors.
18.
During 2022, the AC:
 
received confirmation from
 
the Chief Internal Auditor (CIA) regarding IA’
 
s
 
independence for 2021.
discussed the performance
 
of the IA Annual Plan for 2021.
 
approved and furth
 
er submitted to the BoD for information
 
the IA Annual Plan for 2023.
monitored the progress
 
of the IA Audit Plan for 2022 through
 
the Activity Reports.
 
at the Quarterly AC meetings,
 
discussed the key highlights of the IA Activity Reports (including the follow
 
-up of
the external auditors’ Management Letter points).
 
Carried out the assessment of the
 
Chief Internal Auditors’ performance
 
for 2021.
Compliance
 
19.
The Compliance of HoldCo is a permanent and independent function (the Head of Compliance
 
reports functionally to the
AC
 
and
 
for
 
administrative
 
purposes
 
to
 
the
 
CEO
 
of
 
Holdings)
 
adequately
 
organized,
 
has
 
unrestricted
 
access
 
to
 
any
pertinent information and operates
 
efficiently and effectively.
20.
During 2022, the AC:
approved and further
 
submitted to the BoD for information
 
the 2023 Compliance Annual Plan.
 
at the Quarterly AC meetings, discussed
 
the key highlights of the Compliance
 
Activity Reports.
 
approved and proposed to the BoD
 
for information the revised Insider Dealing Guideline and
 
the revised Market
Abuse Policy and
 
approved and proposed to the BoD
 
for approval the revised Compliance Policy and
 
the revised
Conflicts of Interest Policy. In addition, the AC
 
approved the revised MiFID II Product Governance
 
Policy and the
revised Policy for
 
Reporting Illegal or Unethical Conduct.
In line with the BoG requirements, received
 
the Annual Group Compliance Report as per BoG
 
Act 2577/9.3.2006
(including
 
MiFID report)
 
for
 
acknowledgement.
 
The
 
said
 
report
 
along
 
with
 
the
 
AC’s
 
assessment
 
was
 
further
submitted to the BoD and subsequently to the BoG in June 2022.
Financial reporting
 
21.
The
 
AC,
 
in
 
accordance
 
with
 
its
 
Terms
 
of
 
Reference,
 
monitors
 
the
 
financial
 
reporting
 
process
 
and
 
submits
recommendations
 
and
 
proposals
 
to
 
ensure
 
its
 
integrity.
 
In
 
addition,
 
it
 
supervises
 
and
 
assesses
 
whether
 
the
 
internal
controls
 
related
 
to financial
 
reporting are
 
adequate and
 
effective
 
and that
 
these
 
controls
 
are
 
adjusted to
 
reflect any
major changes in the risk profile of Holdings.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
82
|
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22.
During the AC meetings in 2022:
the
 
AC,
 
among
 
others,
 
reviewed
 
and
 
approved
 
the
 
quarterly
 
results,
 
semi-annual
 
and
 
annual
 
Accounts
 
and
Financial Statements, Annual General Meeting (AGM) matters and matters of the External auditors. In addition,
the AC reviewed
 
and proposed to the BoD for
 
approval the Consolidated
 
Pillar III report.
Group
 
Finance
 
made
 
presentations
 
on
 
issues
 
such
 
as
 
accounting
 
policies,
 
critical
 
accounting
 
estimates,
significant
 
one-off
 
items
 
impacting
 
the
 
Financial
 
Statements,
 
major
 
variations
 
between
 
periods,
 
important
disclosures,
 
significant issues with tax authorities, as well as Group Control
 
issues.
 
IA performed
 
a high level
 
review of
 
material submitted to
 
the AC
 
for the
 
clearance of
 
the financial
 
results and
reported significant items to the AC Chairman for
 
his attention.
With
 
regards
 
to the
 
monitoring of
 
the
 
Actual vs
 
Budget Report,
 
the
 
AC received
 
quarterly updates
 
by Group
Finance which were subsequently presented to the
 
BoD.
 
External Auditors
23.
The AC, in accordance with its Terms
 
of Reference, is responsible for the
 
selection, performance and independence of the
External
 
Auditors,
 
KPMG.
 
In
 
addition,
 
the
 
AC
 
reviews
 
the
 
scope
 
of
 
audit
 
work
 
and
 
audit
 
approach
 
and
 
assesses
 
the
process for identifying and responding
 
to key audit and internal control risks.
24.
During the AC meetings in 2022:
KPMG presented its 2022 Audit
 
Plan to the AC.
 
The AC
 
has also, in line with
 
its ToR,
 
reviewed the
 
Engagement
letter for the 2022 Statutory Audit of the
 
Company.
KPMG presented and discussed with the
 
AC members a summary of
 
audit work done, major findings, including
a summary of unadjusted differences, and other
 
issues of importance.
25.
The
 
AC
 
has
 
received
 
the
 
2021
 
KPMG
 
Management
 
Letter
 
(ML)
 
and
 
has
 
discussed
 
the
 
issues
 
raised
 
with
 
KPMG
 
and
Management.
 
26.
The annual assessment
 
of the External Auditors for
 
the 2021 audit was discussed by
 
the AC members
 
and Management.
At the
 
same AC
 
meeting, the
 
AC decided
 
to propose
 
to the
 
BoD for
 
approval
 
and subsequent recommendation
 
to the
Annual
 
General
 
Meeting
 
of
 
shareholders
 
for
 
approval,
 
the
 
reappointment
 
of
 
KPMG
 
as
 
statutory
 
auditors
 
for
 
the
standalone and consolidated Financial Statements of Eurobank
 
Holdings for the financial year
 
of 2022.
27.
The AC has discussed and approved
 
the Global Group
 
Audit and assurance Fees of 2022.
 
28.
The
 
AC
 
has received
 
the
 
External
 
Auditors’
 
Independence Letter,
 
while it
 
monitored
 
the
 
independence
 
of the
 
External
Auditors through the
 
Auditors independence monitoring tool submitted quarterly by
 
Group Finance, depicting the
 
value
of non-audit services provided as compared to the
 
limits set by the Group External Auditor’s Independence Policy.
 
In line
with the Group
 
External Auditor’s Independence Policy,
 
the AC
 
in 2022 reviewed
 
all non-audit services nclding
 
the audit
assurance related work re Fairfax
 
Financial Holdings (FFH) annual requirement on the reconciliation of IFRS consolidated
Total
 
Equity and
 
Profit
 
& Loss
 
to U.S.
 
GAAP,
 
for
 
the
 
year
 
ending 31.12.2021,
 
ensuring that
 
the
 
independence limits
 
are
complied with.The AC met with the External
 
Auditors (with and without Management present) to discuss all of the above,
in addition
 
to any
 
significant changes
 
required to
 
the External
 
Auditors’ audit
 
plan. Also,
 
the AC
 
reviewed
 
the External
Auditor’s Report and the Report on Key Audit Issues.
AC’s Evaluation
29.
The
 
AC’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
HoldCo’s
 
Board
 
and
 
Board
 
Committees
Evaluation
 
Policy.
 
According
 
to
 
the
 
AC’s
 
2022
 
self-evaluation,
 
the
 
AC
 
members
 
are
 
satisfied
 
with
 
the
 
Committee’s
effectiveness and leadership. The
 
Committee uses its time effectively and there
 
is a good planning and scheduling of the
meetings.
 
The
 
Chairman is
 
well
 
prepared
 
for
 
Committee’s
 
meetings
 
and
 
helps
 
the
 
Committee to
 
effectively
 
navigate
through its agenda, encouraging critical discussion
 
and ensuring that every Committee
 
member can freely express her/his
views
Other AC Matters
30.
In 2022, the AC reviewed
 
and proposed to the BoD for
 
approval its Terms
 
of Reference.
31.
The AC
 
has approved
 
and notified the
 
Board for
 
further
 
submission to the
 
Annual General
 
Meeting, the
 
annual Activity
Report for 2021.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
83
|
Page
 
Sustainability Overview
32.
The Group
 
is constantly committed to
 
investing in sustainable development
 
and to consistently designing its
 
actions to
improve its impact on environmental sustainability, social responsibility
 
and corporate governance. Its strategic objective
is to adapt its business and operation in a way that addresses climate change challenges, to
 
accommodate social needs
within its banking business model,
 
and to safeguard prudent governance
 
for itself and its
 
counterparties, in accordance
with supervisory initiatives and following
 
international standards/ best practices.
33.
Committed to
 
actively contributing
 
to the
 
achievement
 
of the
 
United Nations
 
Sustainable Development
 
Goals (SDGs)
and the 2030 Agenda
 
goals, Eurobank is a signatory
 
of the UN Global
 
Compact since 2008. According
 
to the commitment
to the
 
UNEP FI
 
Principles for
 
Responsible Banking
 
(PRB) since
 
2019,
 
in line
 
with the
 
SDGs and
 
the Paris
 
Agreement
 
on
Climate Change, Eurobank issued its 2
nd
 
Progress Report which was incorporated in the www.eurobank.gr
 
.
34.
Eurobank
 
has
 
established
 
its
 
Sustainability
 
Policy
 
Framework,
 
to
 
outline
 
the
 
approach
 
for
 
adherence
 
to
 
applicable
regulatory
 
requirements
 
and
 
voluntary
 
initiatives
 
as
 
well
 
as
 
adopted
 
standards
 
and
 
guidelines,
 
thus
 
enabling
 
a
contemporary
 
and
 
continuously
 
updated
 
approach
 
to
 
Sustainability
 
in
 
line
 
with
 
international
 
best
 
practice.
 
The
Sustainability
 
Policy
 
Framework
 
sets
 
the
 
foundation
 
towards
 
integration
 
of
 
ESG
 
into
 
Eurobank’s
 
business
 
model
 
and
operations.
35.
The Sustainability Policy Framework
 
is available on Eurobank Holdings website
 
www.eurobankholdings.gr
 
.
36.
Eurobank is finalizing its
 
Strategy both in terms
 
of its
 
financing and
 
other products, and in
 
terms of its
 
internal environment
and
 
how
 
it
 
is
 
organized
 
and
 
operates.
 
ESG
 
Strategy
 
integration
 
has
 
two
 
distinct
 
pillars
 
of
 
impact:
 
Financed
 
and
Operational.
 
Key drivers
 
are the
 
compliance with the
 
regulatory guidelines and
 
expectations, including the
 
ECB’s Guide
on
 
climate-related
 
and
 
environmental
 
risks
 
and
 
the
 
ECB’s
 
good
 
practices
 
for
 
climate-related
 
and
 
environmental
 
risk
management.
37.
In 2022, the
 
project of designing ESG
 
Operational
 
Impact Strategy has
 
been concluded. It is directed
 
on environmental
impact (operational
 
net zero,
 
paperless banking, circular
 
economy), employer
 
impact (diversity
 
and inclusion, wellbeing,
innovative environment), and social and
 
business impact (sustainable
 
procurement, socio-economic effect, transparency).
The Operational
 
Impact Strategy,
 
through
 
a set of
 
actions with
 
measurable
 
targets, indicates
 
the Bank’s
 
vision for
 
the
current
 
and forthcoming
 
decade
 
in relation
 
to environment,
 
its social
 
footprint,
 
with focus
 
on its
 
people, and
 
the
 
ESG
impact in the market.
38.
The Financed
 
Impact Strategy,
 
applicable to
 
all lending portfolios,
 
leverages
 
on the
 
identified ESG and
 
climate related
opportunities and by assessing relevant risks aims to mitigate ESG & climate related risks for the
 
Group’s portfolios.
39.
The Financed
 
Impact Strategy
 
is also directed
 
on clients’ engagement
 
and awareness
 
to adapt their
 
business in a
 
way
to address climate
 
change challenges, actions
 
for supporting customers
 
in their transition
 
efforts
 
towards a
 
more ESG-
friendly economic environment, enablers and tools such as
 
frameworks
 
and products to underpin Sustainable Financing,
as well as on climate-related material exposures.
40.
Climate Risk
 
– The
 
Group has
 
recognized climate
 
change as a
 
material risk
 
and based
 
on its supervisory
 
guidelines, is
adapting its policies and methodologies for
 
identifying and monitoring the relevant risks.
41.
Adopting
 
a
 
strategic
 
approach
 
for
 
the
 
management
 
of
 
risks
 
and
 
the
 
identification
 
of
 
opportunities
 
in
 
relation
 
to
sustainability
 
and
 
climate
 
change, the
 
Bank
 
follows,
 
and
 
accelerates
 
where
 
possible,
 
a
 
detailed roadmap
 
prioritizing
actions for
 
the effective
 
management of
 
climate-related &
 
environmental (CR&E)
 
risk in alignment
 
with the
 
supervisory
expectations included at the ECB Guide on Climate-Related and Environmental Risks. Also, the IA is
 
informed and follows
up the Climate Risk
 
Roadmap, which has been agreed
 
with the
 
supervisor. The
 
respective developments
 
are considered
in IA risk-based audit
 
approach. With regard to the banking activity of
 
HoldCo (i.e. Eurobank S.A. or
 
the Bank), the Internal
Audit Group of the Bank issued in 2022 two consulting reports in the area (Climate Risk Stress Test
 
2022 and a Guide on
ESG Reporting).
42.
The
 
Group
 
has
 
approved
 
a
 
governance
 
structure
 
on
 
the
 
process
 
for
 
the
 
allocation
 
of
 
roles
 
and
 
responsibilities
 
with
regards
 
to ESG
 
and climate
 
risk management
 
(both
 
for
 
transition
 
risk and
 
physical risk)
 
within the
 
3 Lines
 
of Defense.
Moreover,
 
the HoldCo/Bank BoD has assigned an executive member as the
 
responsible BoD member for climate
 
-related
and
 
environmental
 
risks.
 
The
 
same
 
member
 
chairs
 
the
 
Eurobank
 
ESG
 
Management
 
Committee,
 
established
 
by
 
the
Eurobank CEO.As part of his duties, the member responsible updates the Board
 
Risk Committee (BRC) (in alignment with
the
 
BRC
 
Terms
 
of
 
Reference)
 
and
 
the
 
Board
 
of
 
Directors
 
of
 
HoldCo
 
and
 
Bank
 
on
 
climate
 
change
 
and
 
environmental
related risks.
43.
Committed
 
to
 
being
 
transparent
 
about
 
its
 
ESG
 
approach
 
and
 
to
 
ensure
 
that
 
the
 
decision-making
 
is
 
in
 
line
 
with
environmental protection and sustainability,
 
the Group developed and implements its Sustainable Finance Framework in
accordance with international recognized industry
 
guidelines and principles.
 
Eurobank has also established
 
and published
its
 
Green
 
Bond
 
Framework,
 
to
 
support
 
issuance
 
of
 
Green
 
Bonds.
 
Furthermore,
 
Eurobank
 
approved
 
its
 
Sustainable
Investment Framework,
 
which is applicable to the Bank’s banking book bond portfolio.
 
Jawaid Mirza
AC Chairman
Athens, March 2023
image_1
 
 
 
 
 
 
KPMG Certified Auditors S.A.
3 Stratigou Tombra
 
Street
Aghia Paraskevi
153 42 Athens, Greece
Telephone:
 
+30 210 60 62 100
Fax:
 
+30 210 60 62 111
Email:
 
info@kpmg.gr
KPMG Certified Auditors S.A., a Greek Societe Anonyme and a member
firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by
guarantee.All rights reserved.
Certified Auditors
Independent Auditors’ Report
To
 
the Shareholders of
Eurobank Ergasias Services and Holdings S.A.
Report on the Audit of the Consolidated
 
Financial Statements
Opinion
We have
 
audited the
 
accompanying Consolidated
 
Financial Statements
 
of Eurobank
 
Ergasias Services
and Holdings S.A. (the
 
“Company”) which comprise
 
the Consolidated Balance
 
Sheet as at 31
 
December
2022, the Consolidated
 
Statements of Income,
 
Comprehensive Income, Changes in
 
Equity and Cash
 
Flow
for the
 
year
 
then
 
ended,
 
and
 
notes,
 
comprising
 
a summary
 
of significant
 
accounting
 
policies
 
and other
explanatory information.
In our
 
opinion, the
 
accompanying Consolidated
 
Financial Statements present
 
fairly, in all
 
material respects,
the consolidated financial
 
position of Eurobank
 
Ergasias Services and
 
Holdings S.A. and
 
its subsidiaries
(the “Group”)
 
as
 
at 31
 
December
 
2022 and
 
its consolidated
 
financial
 
performance
 
and
 
its
 
consolidated
cash
 
flows
 
for the
 
year
 
then
 
ended,
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
 
Standards
 
as
adopted by the European Union.
Basis for Opinion
We conducted our
 
audit in accordance with
 
International Standards on Auditing
 
(ISA), as incorporated in
Greek
 
legislation.
 
Our
 
responsibilities
 
under
 
those
 
standards
 
are
 
further
 
described
 
in
 
the
 
Auditors’
Responsibilities
 
for
 
the
 
Audit
 
of
 
the
 
Consolidated
 
Financial
 
Statements
 
section
 
of
 
our
 
report.
 
We
 
are
independent of
 
the Group
 
in accordance
 
with the
 
International
 
Ethics Standards
 
Board for
 
Accountants
International Code
 
of Ethics
 
for Professional
 
Accountants, as
 
incorporated
 
in Greek
 
legislation, and
 
the
ethical requirements that are relevant to the audit of the consolidated
 
financial statements in Greece, and
we have
 
fulfilled our
 
other ethical
 
responsibilities
 
in accordance
 
with the
 
requirements
 
of the
 
applicable
legislation. We believe that the audit evidence we have obtained is sufficient
 
and appropriate to provide a
basis for our opinion.
image_2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Key Audit Matters
Key audit matters
 
are those matters,
 
that, in our
 
professional judgment,
 
were of
 
most significance
 
in our
audit of the consolidated financial statements of the current
 
period.
These matters and the relevant significant assessed risks of
 
material misstatement were addressed in the
context of
 
our audit
 
of the
 
consolidated financial statements
 
as a
 
whole, and
 
in forming
 
our opinion
 
thereon,
and we do not provide a separate opinion on these matters.
Impairment allowance on loans and advances at amortised
 
cost including off-balance sheet
elements
See Notes 2.2.13, 3.1 and 20 and 21 to the Consolidated Financial
 
Statements.
Total
 
estimated credit
 
losses as
 
of 31
 
December 2022
 
amounted to
 
EUR 1
 
626 million
 
(2021:
EUR 1
872 million).
The key audit matter
How the matter was addressed in our audit
The
 
estimation
 
of
 
expected
 
credit
 
losses
(“ECL”) on
 
loans and
 
advances
 
at amortised
cost
 
involves
 
significant
 
judgment
 
and
estimates. The key areas
 
where we identified
greater levels of management judgement and
therefore increased levels of
 
audit focus in the
Group’s estimation of ECL are:
 
Significant
 
Increase
 
in
 
Credit
 
Risk
(“SICR”) –
 
The identification
 
of qualitative
indicators
 
for
 
identifying
 
a
 
significant
increase
 
in
 
credit
 
risk
 
for
 
staging
classification
 
is
 
highly
 
judgmental
 
taking
also
 
into
 
account
 
the
 
current
macroeconomic
 
and
 
geopolitical
uncertainty.
 
Model estimations –
 
Inherently judgmental
modelling
 
and
 
assumptions
 
are
 
used
 
to
estimate ECL
 
which involves
 
determining
Probabilities of Default (“PD”), Loss Given
Default (“LGD”), and Exposures at Default
(“EAD”).
 
ECL
 
may
 
be
 
inappropriate
 
if
certain models or underlying
 
assumptions
do
 
not
 
accurately
 
predict
 
defaults
 
or
recoveries
 
over
 
time
 
or
 
fail
 
to
 
reflect
 
the
credit
 
risk
 
of
 
loans
 
and
 
advances
 
to
customers.
 
As
 
a
 
result,
 
certain
 
IFRS
 
9
models
 
and
 
model
 
assumptions
 
are
 
the
key
 
drivers
 
of complexity
 
and
 
subjectivity
Our audit procedures included, among others:
Controls testing:
We
 
tested
 
relevant
 
manual,
 
general
 
IT
 
and
 
automated
controls over key systems used in the ECL process.
Main aspects
 
of our
 
controls testing
 
involved
 
evaluating
the design and
 
testing the
 
operating effectiveness
 
of the
key controls over the:
 
Completeness
 
and
 
accuracy
 
of
 
the
 
key
 
inputs
 
into
the IFRS 9 impairment models.
 
Application of the staging criteria.
 
Model validation.
 
Authorisation
 
and
 
calculation
 
of
 
management
adjustments.
Test
 
of details:
Key aspects of our testing included, among others:
 
We performed
 
substantive procedures
 
on a
 
sample
basis
 
in
 
order
 
to
 
assess
 
the
 
SICR
 
assessment
 
for
corporate and retail portfolios.
 
We
 
assessed
 
the
 
appropriateness
 
of
 
management
adjustments
 
to
 
the
 
model
 
driven
 
ECL
 
results,
 
by
considering the assumptions,
 
reviewing calculations
and
 
data
 
used
 
and
 
inspecting
 
the
 
governance
around these adjustments.
image_2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
in
 
the
 
Group’s
 
calculation
 
of
 
the
 
ECL
estimate.
 
Management
 
adjustments
 
 
Adjustments
to the model-driven ECL results
 
are raised
by
 
management
 
to
 
address
 
any
 
known
limitations
 
or
 
emerging
 
trends
 
as
 
well
 
as
risks
 
not
 
captured
 
by
 
models.
 
These
adjustments
 
are
 
inherently
 
uncertain
 
and
significant
 
management
 
judgement
 
is
involved
 
especially
 
in
 
relation
 
to
 
current
macroeconomic
 
and
 
geopolitical
uncertainty.
 
 
Macroeconomic
 
Forward
 
Looking
Information
 
scenarios
 
 
IFRS
 
9
 
requires
the
 
Group
 
to
 
measure
 
ECL
 
on
 
an
unbiased
 
forward-looking
 
basis
 
reflecting
a
 
range
 
of
 
future
 
economic
 
conditions.
Significant
 
management
 
judgement
 
is
applied in determining the forward-looking
economic
 
scenarios
 
used,
 
the
 
probability
weightings
 
associated
 
with
 
the
 
scenarios
and
 
the
 
complexity
 
of
 
models
 
used
 
to
derive the
 
probability weightings applied
 
to
them
 
especially
 
when
 
considering
 
the
current uncertain economic environment.
 
Individually
 
assessed
 
loans
 
–The
estimation
 
of
 
future
 
cash
 
flows,
 
valuation
of
 
collateral
 
and
 
probability
 
weighting
 
of
scenarios
 
constitute
 
assumptions
 
with
high estimation uncertainty.
Disclosures
 
in
 
the
 
Consolidated
 
Financial
Statements.
The
 
disclosures
 
regarding
 
the
 
Group’s
application of IFRS 9
 
are key to explaining
 
the
significant judgements
 
and material
 
inputs
 
to
the IFRS
 
9 ECL
 
results as
 
well as
 
to provide
transparency
 
of
 
the
 
credit
 
risk
 
exposures
 
of
the Group.
 
We
 
assessed
 
the
 
reasonableness
 
and
appropriateness
 
of
 
the
 
macroeconomic
 
variables’
forecasts,
 
scenarios,
 
weights,
 
and
 
models
 
applied.
Our testing
 
included benchmarking
 
against external
sources.
 
We performed substantive procedures to assess the
completeness
 
and
 
accuracy
 
of
 
critical
 
data
 
input
used in the ECL models.
 
We
 
reperformed
 
ECL
 
calculations
 
for
 
lending
exposures
 
in
 
all
 
stages,
 
with
 
the
 
support
 
of
 
our
financial
 
risk
 
specialists
 
and
 
on
 
a
 
sample
 
basis,
where appropriate.
 
We performed substantive procedures to assess the
reasonableness
 
of
 
significant
 
assumptions
 
used
 
in
the
 
measurement
 
of
 
impairment
 
of
 
individually
assessed
 
credit
 
impaired
 
exposures,
 
including
valuation
 
of
 
collaterals
 
where
 
we
 
have
 
used
 
the
expertise of
 
real estate
 
valuation specialists
 
as well
as
 
assumptions
 
used
 
for
 
estimating
 
future
discounted cash flows.
Our financial risk specialists assisted with the:
 
Assessment
 
of
 
the
 
Group’s
 
impairment
methodologies for compliance with IFRS 9.
 
Evaluation of the risk
 
parameter models used as
 
well
as
 
reperforming
 
the
 
calculation
 
of
 
certain
 
risk
parameters.
 
Assessment
 
of
 
available
 
validation
 
reports
 
on
 
risk
parameters.
 
Assessment
 
of
 
the
 
methodological
 
coherence
 
and
mathematical
 
accuracy
 
of
 
management
adjustments, where needed.
Assessing disclosures:
We evaluated
 
the adequacy
 
and appropriateness
 
of the
disclosures in the
 
Consolidated Financial Statements that
address
 
the
 
uncertainty
 
which
 
exists
 
when
 
determining
the ECL. In addition,
 
we assessed whether the
 
disclosure
of the key judgements and
 
assumptions were sufficiently
clear and explanatory.
Recognition of deferred tax assets
See Note 2.2.16, 3.5 and 13 to the Consolidated Financial
 
Statements.
Total
 
deferred
 
tax
 
assets
 
as
 
of
 
31
 
December
 
2022
 
amounted
 
to
 
EUR
 
4 161
 
million
 
(2021: EUR 4 422 million).
The key audit matter
How the matter was addressed in our audit
image_2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
The recognition and
 
measurement of deferred
tax assets is considered a key audit matter as
it depends
 
on estimates
 
of future
 
profitability,
which
 
requires
 
significant
 
judgement
 
and
includes the risk of management bias.
Significant judgement and especially complex
assumptions
 
and
 
method,
 
due
 
to
 
inherent
uncertainties relate to the following:
The extent
 
that
 
there
 
are
 
probable
 
future
taxable profits
 
that will
 
allow the
 
deferred
tax
 
asset
 
amount
 
to
 
be
 
recovered
 
in
 
the
foreseeable future.
Forecast
 
of future
 
taxable
 
profit,
 
which
 
is
mainly
 
impacted
 
by
 
macroeconomic
forward looking information.
Disclosures
 
in
 
the
 
Consolidated
 
Financial
Statements
The
 
disclosures
 
regarding
 
the
 
Group’s
application
 
of
 
the
 
Standards
 
in
 
this
 
area
 
are
key
 
to
 
explaining
 
the
 
key
 
judgements
surrounding the
 
recoverability of
 
deferred tax
assets.
Our
 
audit
 
procedures,
 
included,
 
among
 
others
 
the
following:
We assessed the design and implementation of
controls
 
relevant
 
to
 
the
 
recognition
 
and
recoverability
 
of
 
deferred
 
tax
 
assets
 
including
the
 
approval
 
of
 
three-year
 
business
 
plan
 
and
monitoring of actual results against budgeted.
We
 
evaluated
 
the
 
appropriateness
 
of
 
the
assumptions
 
used
 
by
 
management
 
in
 
the
approved
 
three-year
 
business
 
plan
 
by
comparing the
 
revenue and
 
growth projections
to industry
 
trends and
 
ensuring consistency
 
with
strategic
 
plans.
 
We
 
also
 
evaluated;
 
the
appropriateness
 
of
 
the
 
assumptions
 
used
 
and
the reasonableness of projections
 
for the period
that
 
lies
 
beyond
 
the
 
approved
 
three-year
business plan.
We assessed the accuracy of
 
forecasted future
taxable
 
profits
 
by
 
evaluating
 
the
 
accuracy
 
of
management’s
 
projections
 
of
 
prior
 
year
 
by
comparing them to actual results.
We
 
tested
 
the
 
accuracy
 
of
 
the
 
relevant
underlying
 
data
 
of
 
the
 
estimate,
 
including
 
the
conversion
 
of
 
future
 
accounting
 
profits
 
to
taxable profits.
Our
 
tax
 
specialists
 
assisted
 
to
 
confirm
 
the
completeness and
 
accuracy of
 
the relevant
 
tax
adjustments that produce the taxable results.
Assessing disclosures:
We evaluated
 
the adequacy
 
and appropriateness
 
of the
disclosures in the
 
Consolidated Financial Statements that
address the deferred tax asset recoverability.
 
In addition,
we
 
assessed
 
whether
 
the
 
disclosures
 
of
 
the
 
key
judgements
 
and
 
assumption
 
were
 
sufficiently
 
clear
 
and
explanatory.
Use of IT systems relevant to the financial information
The key audit matter
How the matter was addressed in our audit
The Group’s financial reporting processes are
dependent
 
to
 
a
 
large
 
extent
 
on
 
information
produced
 
by
 
the
 
Group’s
 
Information
We
 
have
 
evaluated
 
in
 
collaboration
 
with
 
our
 
IT
 
Audit
specialists
 
the
 
general
 
controls
 
over
 
the
 
IT
 
systems,
image_2
 
 
 
 
 
 
 
 
 
 
 
 
 
5
Technology
 
(IT)
 
systems,
 
and/or
 
automated
processes
 
and
 
controls
 
(i.e.
 
calculations,
reconciliations)
 
implemented
 
in
 
these
systems.
The above
 
is a
 
key audit
 
matter as
 
the Group’s
financial
 
reporting
 
systems
 
rely
 
heavily
 
on
complex
 
information
 
systems
 
that
 
process
very
 
large
 
number
 
of
 
transactions.
 
These
 
IT
systems
 
function
 
based
 
on
 
the
 
operating
effectiveness
 
of
 
internal
 
controls
 
in
 
place
 
to
assure
 
the
 
completeness
 
and
 
accuracy
 
as
well
 
as
 
the
 
security
 
of
 
the
 
information
 
of
 
the
Group
 
that
 
produce
 
eventually
 
the
 
financial
information to be included in the
 
Consolidated
Financial Statements.
databases
 
and
 
applications
 
that
 
support
 
the
 
financial
reporting of the Group.
For this purpose, we performed procedures as follows:
We evaluated
 
the information
 
security resilience
 
of
the
 
Group
 
by
 
evaluating
 
the
 
design
 
of
 
key
 
IT
processes and controls over financial reporting.
We
 
evaluated
 
the
 
design
 
of
 
the
 
relevant
preventative and
 
detective general
 
IT
 
controls
over administration of
 
access to programs
 
and
data for the systems in
 
scope of our audit and,
we tested
 
the operating
 
effectiveness of
 
these
relevant controls.
We evaluated
 
the design
 
of the
 
relevant general
IT
 
controls
 
of
 
the
 
Group
 
over
 
program
development,
 
program
 
change
 
management
and
 
computer
 
operations
 
for
 
the
 
systems
 
in
scope of our audit and, we
 
tested the operating
effectiveness of these relevant controls.
Other Information
The
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
other
 
information.
 
The
 
other
 
information
 
comprises
 
the
information included in the Board
 
of Directors’ Report, for which reference is
 
made in the “Report on
 
Other
Legal and Regulatory
 
Requirements” and the
 
Declarations of
 
the Members
 
of the Board
 
of Directors
 
but
does not include the Consolidated Financial Statements
 
and our Auditors’ Report thereon.
Our opinion on the Consolidated Financial
 
Statements does not cover the other
 
information and we do not
express any form of assurance conclusion thereon.
In
 
connection
 
with
 
our
 
audit
 
of
 
the
 
Consolidated
 
Financial
 
Statements,
 
our
 
responsibility
 
is
 
to
 
read
 
the
other information
 
and, in
 
doing so,
 
consider whether
 
the other
 
information is
 
materially inconsistent
 
with
the Consolidated Financial Statements or our knowledge obtained in
 
the audit, or otherwise appears to be
materially
 
misstated.
 
If,
 
based
 
on
 
the
 
work
 
we
 
have
 
performed,
 
we
 
conclude
 
that
 
there
 
is
 
a
 
material
misstatement of this other
 
information, we are required to
 
report that fact. We have
 
nothing to report in
 
this
regard.
Responsibilities of the Board of Directors and Those Charged with Governance
for the Consolidated Financial Statements
The Board of Directors
 
is responsible for the
 
preparation and fair presentation
 
of the consolidated financial
statements in
 
accordance with
 
International Financial
 
Reporting Standards
 
as adopted
 
by the
 
European
Union,
 
and
 
for
 
such
 
internal
 
control
 
as
 
the
 
Board
 
of
 
Directors
 
determines
 
is
 
necessary
 
to
 
enable
 
the
preparation of consolidated financial statements that are free from
 
material misstatement, whether due to
image_2
 
 
 
 
6
fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the
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 the
 
Board of Directors
 
either intends to liquidate
the Group or to cease operations, or has no realistic alternative
 
but to do so.
The
 
Audit
 
Committee
 
of
 
the
 
Company
 
is
 
responsible
 
for
 
overseeing
 
the
 
Group’s
 
financial
 
reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives
 
are to
 
obtain reasonable
 
assurance about
 
whether the
 
consolidated financial
 
statements
as a whole
 
are free
 
from material
 
misstatement, whether
 
due to fraud
 
or error,
 
and to issue
 
an auditors’
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
 
which have
 
been incorporated
 
in Greek
 
legislation 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
 
consolidated financial statements.
As
 
part
 
of
 
an
 
audit
 
in
 
accordance
 
with
 
ISAs,
 
which
 
have
 
been
 
incorporated
 
in
 
Greek
 
legislation,
 
we
exercise professional judgment and maintain professional
 
skepticism throughout the audit. We
 
also:
 
Identify
 
and
 
assess
 
the
 
risks
 
of
 
material
 
misstatement
 
of
 
the
 
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.
 
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 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
 
the
 
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 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
auditors’
 
report
 
to
 
the
 
related
 
disclosures
 
in
 
the
 
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 auditors’ report.
 
However,
 
future events
 
or conditions
 
may cause the
Group to cease to continue as a going concern.
 
Evaluate
 
the
 
overall
 
presentation,
 
structure,
 
and
 
content
 
of
 
the
 
consolidated
 
financial
 
statements,
including the disclosures, and
 
whether the 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
 
these consolidated financial statements.
We
 
are responsible
 
for the
 
direction, supervision,
 
and
 
performance
 
of the
 
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.
image_2
 
 
 
 
 
 
 
 
 
 
 
 
7
We
 
also provide
 
those charged
 
with
 
governance
 
with
 
a statement
 
that
 
we have
 
complied with
 
relevant
ethical
 
requirements
 
regarding
 
independence
 
and
 
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
 
Consolidated Financial Statements
 
of the current period and
are
 
therefore
 
the
 
key
 
audit
 
matters.
 
We
 
describe
 
these
 
matters
 
in
 
our
 
auditors’
 
report
 
unless
 
law
 
or
regulation
 
precludes
 
public
 
disclosure
 
about
 
the
 
matter
 
or
 
when,
 
in
 
extremely
 
rare
 
circumstances,
 
we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public
 
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1
Board of Directors’ Report
The
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
preparation
 
of
 
the
 
Board
 
of
 
Directors’
 
Report
 
and
 
the
Corporate Governance Statement that is included in this report. Our
 
opinion on the consolidated financial
statements does not cover the Board
 
of Directors’ Report and we do
 
not express an audit opinion thereon.
Our responsibility is
 
to read the
 
Board of Directors’
 
Report and, in
 
doing so, consider
 
whether, based
 
on
our
 
consolidated
 
financial
 
statements
 
audit
 
work,
 
the
 
information
 
therein
 
is
 
materially
 
misstated
 
or
inconsistent with the
 
financial statements
 
or our audit
 
knowledge. Based
 
solely on
 
that work pursuant
 
to
the provisions of paragraph 5 of Article 2 of Law 4336/2015
 
(part B), we note that:
a)
 
The
 
Board
 
of
 
Directors’
 
Report
 
includes
 
a
 
Corporate
 
Governance
 
Statement
 
which
 
provides
 
the
information set by Article 152 of L. 4548/2018.
b)
 
In our opinion,
 
the Board
 
of Directors’
 
Report has
 
been prepared
 
in accordance
 
with the applicable
legal requirements of Articles 150-151 and 153-154 and of paragraph 1
 
(cases c and d) of article 152
of
 
L. 4548/2018
 
and
 
its
 
contents
 
correspond
 
with
 
the
 
accompanying
 
Consolidated
 
Financial
Statements for the year ended 31 December 2022.
c)
 
Based
 
on
 
the
 
knowledge
 
acquired
 
during
 
our
 
audit,
 
relating
 
to
 
Eurobank
 
Ergasias
 
Services
 
and
Holdings S.A. and its environment, we have not identified any material misstatements in
 
the Board of
Directors’ Report.
2
 
Additional Report to the Audit Committee
Our audit opinion on the Consolidated Financial Statements is consistent with the Additional Report to
 
the
Audit
 
Committee
 
of
 
the
 
Company
 
dated
 
7
 
April
 
2023,
 
pursuant
 
to
 
the
 
requirements
 
of
 
article 11
 
of
 
the
Regulation 537/2014 of the European Union (EU).
3
 
Provision of Non-Audit Services
We have not provided to the Group any prohibited non-audit services referred
 
to in article 5 of Regulation
(EU) 537/2014.
image_2
 
 
 
 
 
 
 
 
 
 
 
 
8
The
 
permissible
 
non-audit
 
services
 
that
 
we
 
have
 
provided
 
to
 
the
 
Group
 
during
 
the
 
year
 
ended
31 December 2022 are disclosed in Note 46 of the accompanying
 
Consolidated Financial Statements.
4
 
Appointment of Auditors
We were appointed for
 
the first time as
 
Certified Auditors of the
 
Group based on the
 
decision of the Annual
General
 
Shareholders’
 
Meeting
 
dated
 
10
 
July
 
2018.
 
From
 
then
 
onwards
 
our
 
appointment
 
has
 
been
renewed
 
uninterruptedly
 
for
 
a
 
total
 
period
 
of
 
five
 
years
 
based
 
on
 
the
 
annual
 
decisions
 
of
 
the
 
General
Shareholders’ Meeting.
5
 
Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the provisions of
the article 14 of Law 4706/2020.
6
 
Assurance Report on the European Single Electronic Reporting Format
We
 
examined
 
the
 
digital
 
files
 
of
 
Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
(the
 
Company
 
or/and
Group), which
 
were prepared
 
in accordance
 
with the
 
European Single
 
Electronic Format
 
(ESEF) that
 
is
determined by the
 
Commission Delegated
 
Regulation (EU) 2019/815,
 
as in force
 
(the ESEF Regulation)
that include
 
the Consolidated
 
Financial Statements
 
of the
 
Group for
 
the year
 
ended as
 
at 31 December
2022 in XHTML
 
format, and also
 
the file XBRL
 
(JEUVK5RWVJEN8W0C9M24-2022-12-31-en.zip) with the
appropriate
 
mark-up
 
of
 
the
 
those
 
consolidated
 
financial
 
statements,
 
including
 
of
 
the
 
notes
 
to
 
the
Consolidated Financial Statements.
Regulatory framework
The
 
digital
 
files
 
of
 
the
 
European
 
Single
 
Electronic
 
Format
 
are
 
prepared
 
in
 
accordance
 
with
 
the
 
ESEF
Regulation,
 
and
 
the
 
2020/C 379/01
 
Commission
 
Interpretative
 
Communication
 
issued
 
on
 
10 November
2020, as
 
required by
 
the L. 3556/2007
 
and the
 
relevant announcements
 
of the
 
Hellenic Capital
 
Markets
Commission and the Athens Stock Exchange (the “ESEF
 
Regulatory Framework”).
This Framework includes in summary,
 
among others, the following requirements:
 
All the annual financial reports must be prepared in XHTML
 
format.
 
 
With
 
respects
 
to
 
the
 
consolidated
 
financial
 
statements
 
based
 
on
 
International
 
Financial
 
Reporting
Standards
 
(IFRS),
 
the
 
financial
 
information
 
that
 
is
 
included
 
in
 
the
 
consolidated
 
balance
 
sheet,
consolidated statements of income and comprehensive income, changes
 
in equity and cash flow,
 
as
well as in the notes
 
to the consolidated financial
 
statements,
 
must be marked up
 
with XBRL tags, in
accordance with the
 
ESEF Taxonomy, as in force. The technical
 
requirements for the
 
ESEF, including
the relevant
 
taxonomy,
 
are included
 
in the
 
ESEF Regulatory
 
Technical
 
Standards,
 
including of
 
the
notes to the consolidated financial statements.
The requirements
 
as
 
defined
 
in
 
the
 
ESEF Regulatory
 
Framework
 
as
 
in
 
force
 
are
 
appropriate
 
criteria
 
in
order to express a reasonable assurance conclusion.
image_2
9
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is
 
responsible for the preparation and filing
 
of the consolidated financial statements
of the
 
Group, for the
 
year ended as
 
at 31 December 2022,
 
in accordance with
 
the requirements determined
by the ESEF Regulatory Framework, and for
 
such internal control as the Board of
 
Directors determines is
necessary to enable
 
the preparation of
 
digital files that
 
are free from
 
material misstatement, whether
 
due
to fraud or error.
Auditors’ Responsibilities
Our responsibility is the planning and the execution of this assurance
 
engagement in accordance with the
214/4/11-02-2022
 
Decision
 
of the
 
Hellenic Accounting
 
and Auditing
 
Standards Oversight
 
Board and
 
the
Guidelines
 
for
 
the
 
assurance
 
engagement
 
and
 
report
 
of
 
Certified
 
Auditors
 
on
 
the
 
European
 
Single
Electronic
 
Reporting
 
Format
 
(ESEF)
 
of
 
issuers
 
with
 
shares
 
listed
 
in
 
a
 
regulated
 
market
 
in
 
Greece”,
 
as
these were
 
issued
 
by the
 
Institute
 
of
 
Certified
 
Public
 
Accountants
 
of
 
Greece
 
on
 
14 February
 
2022 (the
“ESEF Guidelines”), in
 
order to obtain
 
reasonable assurance
 
that the Consolidated
 
Financial Statements
of the Group that are prepared by
 
the the Board of Directors of the Company
 
in accordance with the ESEF
comply in all material respects with the ESEF Regulatory
 
Framework as in force.
Our work
 
was
 
performed
 
in accordance
 
with the
 
International
 
Ethics Standards
 
Board for
 
Accountants’
Code of
 
Ethics for
 
Professional Accountants,
 
as it
 
has been
 
incorporated
 
into Greek
 
legislation and
 
we
have
 
also
 
fulfilled
 
our
 
independence
 
requirements,
 
in
 
accordance
 
with
 
the
 
L. 4449/2017
 
and
 
the
Regulation (EU) 537/2014.
The assurance work that we
 
carried out refers exclusively
 
to the ESEF Guidelines
 
and was conducted in
accordance with the 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
 
is
 
not
 
a
 
guarantee
 
that
 
such
 
an
 
assurance
 
engagement
 
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
 
express
 
the
 
conclusion
 
that
 
the
Consolidated Financial
 
Statements of
 
the Group
 
for the
 
year ended
 
as of
 
31 December 2022
 
in XHTML
format
 
(JEUVK5RWVJEN8W0C9M24-2022-12-31-en.xhtml),
 
and
 
the
 
XBRL
 
file
(JEUVK5RWVJEN8W0C9M24-2022-12-31-en.zip) marked up with respects to
 
the Consolidated Financial
Statements,
 
including
 
the
 
Notes
 
to
 
the
 
Consolidated
 
Financial
 
Statements,
 
have
 
been
 
prepared,
 
in
 
all
material respects, in accordance with the requirements
 
of the ESEF Regulatory Framework.
Athens, 7 April 2023
KPMG Certified Auditors S.A.
AM SOEL 114
Harry Sirounis, Certified Auditor
 
 
AM SOEL 19071
image_p96i1 image_p96i3 image_3
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
 
31 DECEMBER 2022
8 Othonos Str, Athens
 
105 57,
 
Greece
eurobankholdings.gr,
 
Tel.: (+30) 214 40 61000
General Commercial
 
Registry No: 000223001000
 
 
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.
 
.
 
Index to the Consolidated Financial Statements
 
..............................................................................................................................
Page
Consolidated Balance Sheet ................................................................................................................................
 
.....................................
 
1
Consolidated Income Statement ................................................................................................
 
..............................................................
 
2
Consolidated Statement of Comprehensive
 
Income ................................................................................................................................
 
3
Consolidated Statement of Changes in Equity ..........................................................................................................................................
 
4
Consolidated Cash Flow Statement .......................................................................................................................................................... 5
Notes to the Consolidated Financial Statements
1.
 
General information ................................................................................................
 
........................................................................
 
6
2.
 
Basis of preparation and principal accounting policies
 
................................................................................................................... 6
2.1
 
Basis of preparation .........................................................................................................................................................................
 
6
2.2
 
Principal accounting policies
 
.......................................................................................................................................................... 11
3.
 
Critical accounting estimates and judgments
 
in applying accounting policies ..............................................................................
 
39
4.
 
Capital Management ................................................................................................................................
 
.....................................
 
48
5.
 
Financial risk management and fair value ................................................................................................
 
.....................................
 
50
5.2.1 Credit Risk ......................................................................................................................................................................................
 
52
5.2.2 Market risk
 
................................................................................................................................................................
 
.....................
 
84
5.2.3 Liquidity risk
 
................................................................................................................................................................
 
...................
 
88
5.2.4 Interest Rate Benchmark reform
 
-IBOR reform ..............................................................................................................................
 
92
5.2.5 Climate-related risk ................................
 
....................................................................................................................................... 93
5.3
 
Fair value of financial assets and liabilities ....................................................................................................................................
 
94
6.
 
Net interest income ....................................................................................................................................................................... 99
7.
 
Net banking fee and commission income ....................................................................................................................................
 
100
8.
 
Income from non banking services ..............................................................................................................................................
 
100
9.
 
Net trading income and gains less losses from investment
 
securities ........................................................................................ 101
10.
 
Other income/ (expenses) ........................................................................................................................................................... 101
11.
 
Operating expenses ..................................................................................................................................................................... 102
12.
 
Other impairments, restructuring costs and provisions ................................................................................................
 
..............
 
102
13.
 
Income tax ................................................................................................................................................................................... 103
14.
 
Earnings per share ................................................................................................................................................................
 
.......
 
106
15.
 
Cash and balances with central banks .........................................................................................................................................
 
107
16.
 
Cash and cash equivalents and other information
 
on cash flow statement
 
................................................................................
 
107
17.
 
Due from credit institutions
 
......................................................................................................................................................... 108
18.
 
Securities held for trading................................................................
 
............................................................................................
 
108
19.
 
Derivative financial instruments and hedge
 
accounting.............................................................................................................. 109
20.
 
Loans and advances to customers ............................................................................................................................................... 112
21.
 
Impairment allowance for loans and advances to
 
customers .....................................................................................................
 
117
 
 
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.
 
.
 
22.
 
Investment securities
 
................................................................................................................................................................
 
...
 
119
23.
 
Group composition ......................................................................................................................................................................
 
122
23.1. Shares in subsidiaries
 
................................................................................................................................................................
 
...
 
122
23.2. Subsidiary with material Non Controlling Interest
 
...................................................................................................................... 127
24.
 
Investments in associates and joint
 
ventures
 
.............................................................................................................................. 127
25.
 
Structured Entities .......................................................................................................................................................................
 
130
26.
 
Property and equipment ................................................................................................
 
.............................................................
 
132
27.
 
Investment property ....................................................................................................................................................................
 
133
28.
 
Intangible assets .......................................................................................................................................................................... 135
29.
 
Other assets
 
................................................................................................................................................................
 
.................
 
136
30.
 
Disposal groups classified as held for sale ................................................................................................................................... 136
31.
 
Due to central banks ....................................................................................................................................................................
 
137
32.
 
Due to credit institutions .............................................................................................................................................................
 
137
33.
 
Due to customers
 
................................................................................................................................................................
 
.........
 
138
34.
 
Debt securities in issue ................................................................................................................................................................
 
138
35.
 
Other liabilities ................................................................................................................................
 
............................................
 
139
36.
 
Standard legal staff retirement
 
indemnity obligations
 
................................................................................................................ 140
37.
 
Share capital, share premium and treasury shares ................................
 
.....................................................................................
 
142
38.
 
Reserves and retained earnings
 
................................................................................................................................................... 143
39.
 
Share options
 
................................................................................................................................................................
 
...............
 
144
40.
 
Transfers
 
of financial assets
 
......................................................................................................................................................... 145
41.
 
Leases ................................................................................................................................................................
 
..........................
 
146
42.
 
Contingent liabilities and other commitments ............................................................................................................................ 148
43.
 
Operating segment information .................................................................................................................................................. 149
44.
 
Post balance sheet events ................................................................................................................................
 
...........................
 
152
45.
 
Related parties
 
................................................................................................................................................................
 
.............
 
152
46.
 
External Auditors ................................................................................................................................................................
 
.........
 
154
47.
 
Board of Directors
 
................................................................................................................................................................
 
........
 
155
APPENDIX – Disclosures under Law 4261/2014 ................................................................
 
...................................................................
 
156
 
 
 
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Consolidated Balance Sheet
 
.
1
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December
2022
2021
Note
€ million
€ million
ASSETS
Cash and balances with central banks
15
14,994
13,515
Due from credit institutions
17
1,329
2,510
Securities held for trading
18
134
119
Derivative financial instruments
19
1,185
1,949
Loans and advances to customers
20
41,677
38,967
Investment securities
22
13,261
11,316
Investments in associates and joint ventures
24
173
267
Property and equipment
26
775
815
Investment property
27
1,410
1,492
Intangible assets
28
297
269
Deferred tax assets
13
4,161
4,422
Other assets
29
1,980
2,065
Assets of disposal groups classified as held for sale
30
84
146
Total assets
81,460
77,852
LIABILITIES
Due to central banks
31
8,774
11,663
Due to credit institutions
32
1,814
973
Derivative financial instruments
19
1,661
2,394
Due to customers
33
57,239
53,168
Debt securities in issue
34
3,552
2,552
Other liabilities
35
1,701
1,358
Liabilities of disposal groups classified as held for sale
30
1
109
Total liabilities
74,742
72,217
EQUITY
Share capital
37
816
816
Share premium⁽¹⁾
37
1,161
8,056
Reserves and retained earnings⁽¹⁾
38
4,646
(3,333)
Equity attributable to shareholders of the Company
6,623
5,539
Non controlling interests
23.2
95
96
Total equity
6,718
5,635
Total equity and liabilities
81,460
77,852
 
(1)
 
The comparative information has been
 
adjusted due to change in the presentation
 
of treasury shares (note 37). As a result, “Share
premium” has increased by € 1 million against an equal decrease of “Reserves and retained
 
earnings”.
Notes on pages
6
 
to
155
 
form an integral part of these consolidated financial statements.
 
 
 
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Consolidated Income Statement
 
.
2
|
Page
 
31 December 2022 Consolidated Financial Statements
Year ended 31 December
2022
2021
Note
€ million
€ million
Interest income
2,315
1,842
Interest expense
 
(765)
(521)
Net interest income
6
1,550
1,321
Banking fee and commission income
584
495
Banking fee and commission expense
(135)
(137)
Net banking fee and commission income
7
449
358
Income from non banking services
 
8
94
98
Net trading income/(loss)
9
727
(8)
Gains less losses from investment securities
9
(9)
101
Other income/(expenses)
10
324
30
Operating income
3,135
1,900
Operating expenses
11
(917)
(876)
Profit from operations before impairments,
 
provisions and restructuring costs
2,218
1,024
Impairment losses relating to loans and
 
advances to customers
21
(291)
(490)
Other impairment losses and provisions
12
(108)
(52)
Restructuring costs
12
(102)
(25)
Share of results of associates and joint ventures
24
18
26
Profit before tax
 
1,735
483
Income tax
13
(405)
(156)
Net profit
1,330
327
Net profit/(loss) attributable to non controlling interests
0
(1)
Net profit attributable to shareholders
1,330
328
Earnings per share
-Basic and diluted earnings per share
 
14
0.36
0.09
Notes on pages
6
 
to
155
 
form an integral part of these consolidated financial statements.
 
 
 
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Consolidated Statement of Comprehensive Income
 
.
3
|
Page
 
31 December 2022 Consolidated Financial Statements
Year ended 31 December
2022
2021
€ million
€ million
Net profit
1,330
327
Other comprehensive income:
Items that are or may be reclassified subsequently to
 
profit or loss:
Cash flow hedges
- changes in fair value, net of tax
5
36
- transfer to net profit, net of tax
(5)
(0)
1
37
Debt securities at FVOCI
- changes in fair value, net of tax (note 22)
(547)
(97)
- transfer to net profit, net of tax (note 22)
222
(325)
6
(91)
Foreign currency translation
 
- foreign operations' translation differences
1
(0)
- transfer to net profit on the liquidation of
 
foreign subsidiary (note 23.1)
76
77
-
 
(0)
Associates and joint ventures
- changes in the share of other comprehensive
 
income, net of tax (note 24)
(32)
(32)
(3)
(3)
(280)
(57)
Items that will not be reclassified to profit or loss:
- Gains/(losses) from equity securities at
 
FVOCI, net of tax
24
2
- Actuarial gains/(losses) on post employment
 
benefit obligations, net of tax
4
1
28
3
Other comprehensive income
 
(252)
(54)
 
 
Total comprehensive
 
income attributable to:
- Shareholders
1,079
274
- Non controlling interests
(1)
(1)
1,078
273
Notes on pages
6
 
to
155
 
form an integral part of these consolidated financial statements
 
 
 
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Consolidated Statement of Changes in Equity
 
.
4
|
Page
 
31 December 2022 Consolidated Financial Statements
Share
 
capital
Share
 
premium
Reserves and
retained
earnings
Non
controlling
interests
Total
€ million
€ million
€ million
€ million
€ million
Balance at 1 January 2021
815
8,055
(3,608)
0
5,262
Reclassification of treasury shares⁽¹⁾
1
1
(2)
-
 
-
 
Net profit/(loss)
-
 
-
 
328
(1)
327
Other comprehensive income
-
 
-
 
(54)
(0)
(54)
Total comprehensive income for
 
the
 
year ended 31 December 2021
-
 
-
 
274
(1)
273
Changes in participating interests in subsidiary undertakings
-
 
-
 
1
97
98
Share options plan
-
 
-
 
2
-
 
2
Purchase/sale of treasury shares
-
 
-
 
1
-
 
1
Other
-
 
-
 
(1)
-
 
(1)
-
 
-
 
3
97
100
Balance at 31 December 2021⁽¹⁾
816
8,056
(3,333)
96
5,635
Balance at 1 January 2022⁽¹⁾
816
8,056
(3,333)
96
5,635
Net profit
-
 
-
 
1,330
0
1,330
Other comprehensive income
-
 
-
 
(251)
(1)
(252)
Total comprehensive income for
 
the year ended 31 December 2022
-
 
-
 
1,079
(1)
1,078
Offsetting of equity accounts (note 38)
-
 
(6,895)
6,895
-
 
-
 
Share options plan (note 39)
0
0
4
-
 
4
Purchase/sale of treasury
 
shares (notes 37 and 38)
-
 
-
 
1
-
 
1
0
(6,895)
6,900
-
 
5
Balance at 31 December 2022
816
1,161
4,646
95
6,718
Note 37
Note 37
Note 38
(1)
 
As of the
 
year ended 31
 
December 2022
 
the carrying amount
 
of treasury
 
shares, which was
 
previously deducted
 
from the “Share
capital”
 
and “Share
 
premium”,
 
is presented
 
within
 
“Reserves and
 
retained
 
earnings”.
 
Comparative information
 
has been
 
adjusted
accordingly (note 37).
Notes on pages
6
 
to
155
 
form an integral part of these consolidated financial statements.
 
 
 
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Consolidated
 
Cash Flow Statement
 
.
5
|
Page
 
31 December 2022 Consolidated Financial Statements
Year ended 31 December
2022
2021
Note
€ million
€ million
Cash flows from operating activities
Profit before income tax
1,735
483
Adjustments for :
Impairment losses relating to loans and advances to customers
21
291
490
Other impairment losses, provisions and restructuring costs
12
210
77
Depreciation and amortisation
11
124
114
Other (income)/losses οn investment securities
16
 
(14)
 
(76)
Valuation of investment property
10
 
(34)
 
(30)
Other adjustments
16
 
(244)
 
(12)
2,068
1,046
Changes in operating assets and liabilities
Net (increase)/decrease in cash and balances with central banks
 
(169)
 
(193)
Net (increase)/decrease in securities held for trading
0
 
(32)
Net (increase)/decrease in due from credit institutions
1,095
588
Net (increase)/decrease in loans and advances to customers
 
(3,226)
 
(1,636)
Net (increase)/decrease in derivative financial instruments
 
868
36
Net (increase)/decrease in other assets
116
 
(22)
Net increase/(decrease) in due to central banks and
 
credit institutions
 
 
(2,048)
3,125
Net increase/(decrease) in due to customers
4,068
5,338
Net increase/(decrease) in other liabilities
 
147
 
(4)
851
7,200
Income tax paid
 
(45)
 
(33)
Net cash from/(used in) operating activities
2,874
8,213
Cash flows from investing activities
Acquisition of fixed and intangible assets
26,27,28
 
(169)
 
(129)
Proceeds from sale of fixed and intangible assets
26,27
121
35
(Purchases)/sales and redemptions of investment securities
 
(2,937)
 
(2,752)
Acquisition of subsidiaries, net of cash acquired
-
 
121
Acquisition of holdings in associates and joint ventures, participations
 
in capital increases
-
 
 
(8)
Disposal of subsidiaries and merchant acquiring business, net of cash disposed
23,30
281
1
Disposal of holdings in associates and joint ventures
24
26
13
Dividends from investment securities, associates and
 
joint ventures
16,24
21
21
Net cash from/(used in) investing activities
 
(2,657)
 
(2,698)
Cash flows from financing activities
(Repayments)/proceeds from debt securities in issue
16
1,059
986
Repayment of lease liabilities
41
 
(39)
 
(34)
(Purchase)/sale of treasury shares
 
and exercise of share options
37
1
1
Net cash from/(used in) financing activities
1,021
953
Effect of exchange rate
 
changes on cash and cash equivalents
1
0
Net increase in cash and cash equivalents
1,239
6,468
Cash and cash equivalents at beginning of year
16
13,149
6,681
Cash and cash equivalents at end of year
16
14,388
13,149
Notes on pages
6
 
to
155
 
form an integral part of these consolidated financial statements.
 
 
 
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Notes to the Consolidated Financial Statements
 
.
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Page
 
31 December 2022 Consolidated Financial Statements
1.
 
General information
Eurobank Ergasias Services and Holdings S.A.
 
(the Company
 
or Eurobank
 
Holdings), which
 
is the
 
parent
 
company of
 
Eurobank S.A.
(the
 
Bank)
 
and
 
its
 
subsidiaries
 
(the
 
Group),
 
consisting
 
mainly
 
of
 
Eurobank
 
S.A.
 
Group,
are active in retail, corporate and private
banking, asset management, treasury, capital markets and other services.
The Group operates mainly in Greece and in Central and
Southeastern Europe.
The Company is incorporated in Greece
, with
 
its registered
 
office at
Othonos Street, Athens 105 57
 
and its
shares are listed on the Athens Stock Exchange.
These consolidated financial statements,
 
which include the Appendix, were
 
approved by the Board of
 
Directors on 6 April 2023.
 
The
Independent Auditor’s Report of the Financial Statements
 
is included in the section B.I of the Annual Financial Report.
The website
 
address,
 
where the
 
annual
 
financial statements
 
of the
 
consolidated
 
non-listed
 
Company’s
 
subsidiaries are
 
uploaded,
along with the independent Auditors’ reports and the Board
 
of Directors’ Reports for these entities
 
is: www.eurobankholdings.gr.
2.
 
Basis of preparation and principal accounting policies
The consolidated financial statements of the Group have
 
been prepared on a going
 
concern basis and in
 
accordance with the principal
accounting policies set out below:
2.1
 
Basis of preparation
The
 
consolidated
 
financial
 
statements
 
of
 
the
 
Group
 
have
 
been
 
prepared
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
Standards
 
(IFRS) issued
 
by the
 
International
 
Accounting
 
Standards
 
Board
 
(IASB), as
 
endorsed by
 
the European
 
Union (EU),
 
and in
particular with those standards and interpretations, issued and
 
effective or issued and early adopted as
 
at the time of
 
preparing these
consolidated financial statements.
The consolidated
 
financial statements
 
are prepared
 
under the
 
historical
 
cost basis
 
except
 
for the
 
financial assets
 
measured at
 
fair
value through
 
other comprehensive
 
income, financial
 
assets and
 
financial liabilities
 
(including derivative
 
instruments) measured
 
at
fair-value-through-profit-or-loss
 
and investment property measured
 
at fair value.
The accounting policies for
 
the preparation of
 
the consolidated financial
 
statements of the
 
Group have been
 
consistently applied to
the years
 
2022 and
 
2021, after
 
taking into
 
account the
 
amendments in
 
IFRSs as
 
described in
 
section 2.1.1
 
(a) “New
 
and amended
standards
 
adopted
 
by the
 
Group
 
as of
 
1 January
 
2022”.
 
In addition,
 
where necessary,
 
comparative
 
figures
 
have
 
been adjusted
 
to
conform to changes in presentation
 
in the current year.
The preparation of financial
 
statements in accordance with IFRS
 
requires the use of
 
estimates and judgements that affect the
 
reported
amounts of assets
 
and liabilities and
 
disclosure of
 
contingent liabilities
 
at the date
 
of the consolidated
 
financial statements,
 
as well
as
 
the
 
reported
 
amounts
 
of
 
revenues
 
and
 
expenses
 
during
 
the
 
reporting
 
period.
 
Although
 
these
 
estimates
 
are
 
based
 
on
management's best knowledge of current events
 
and conditions, actual results ultimately may differ
 
from those estimates.
The Group’s presentation
 
currency is the Euro (€) being the functional currency of the parent company. Except
 
as indicated, financial
information presented in Euro
 
has been rounded to the nearest million. The figures
 
presented in the notes may not sum precisely to
the totals provided due to rounding.
 
Going concern considerations
The annual financial
 
statements have been prepared on
 
a going
 
concern basis, as
 
the Board of
 
the Directors considered as
 
appropriate,
taking into consideration the following:
2022 was
 
marked
 
by
 
the
 
war
 
in Ukraine,
 
which gave
 
rise to
 
a global
 
- but
 
predominantly
 
European
 
- energy
 
crisis,
 
added
 
to
 
the
mounting
 
inflationary
 
pressures,
 
and led
 
to
 
widespread
 
economic uncertainty
 
and increased
 
volatility
 
in the
 
global economy
 
and
financial markets. Nevertheless, the post-pandemic recovery continued
 
for a second consecutive year in Greece, with its GDP growth
overperforming
 
that
 
of
 
most
 
of
 
its
 
EU
 
peers.
 
According
 
to
 
the
 
Hellenic
 
Statistical
 
Authority
 
(ELSTAT)
 
provisional
 
data,
 
the
 
Greek
economy expanded
 
by 5.9%
 
on an
 
annual basis
 
in 2022,
 
with the
 
European Commission
 
(EC) estimating
 
the full-year
 
2022 growth
rate at
 
5.5% and 1.2% in 2023
 
in its winter
 
economic forecast
 
(February 2023). The
 
inflation rate, as
 
measured by the change
 
in the
12-month average Harmonized
 
Index of Consumer Prices (HICP), increased to 9.3% in 2022 according to ELSTAT,
 
primarily as a result
of supply-side shocks (including the hikes in energy, food and other raw material prices, the continued disruptions in the supply chain
 
 
 
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Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
and the rising
 
nominal wages), alongside
 
the steep post
 
-pandemic recovery of
 
domestic and
 
external demand.
 
The EC expects
 
that
the inflation rate will decline to 4.5% in 2023, and further de-escalate to 2.4% in 2024. Moreover, provisional ELSTAT
 
data shows that
the
 
average
 
monthly
 
unemployment
 
in
 
2022
 
decreased
 
to
 
12.4%,
 
from
 
14.8%
 
in
 
2021,
 
while
 
the
 
Organisation
 
for
 
Economic
 
Co-
operation
 
and Development
 
(OECD) in
 
its latest
 
report (January
 
2023) expects
 
unemployment to
 
decline to
 
11.5% in
 
2023. On
 
the
fiscal front, the general government primary balance was to post a
 
deficit of 1.6% of GDP
 
in 2022 according to the 2023
 
Budget (latest
outlook point
 
to a
 
primary deficit
 
of ca.
 
1% of
 
GDP or
 
even lower),
 
and a
 
surplus of
 
0.7% of GDP
 
in 2023
 
(2021: deficit
 
of 5%).
 
The
gross public debt-to-GDP ratio is expected to decline to 168.9% and 159.3% in 2022 and 2023 respectively (2021: 194.5%). The above
forecasts
 
may
 
change
 
in
 
case
 
of
 
potential
 
adverse
 
international
 
developments
 
that
 
could
 
affect
 
energy
 
and
 
other
 
goods
 
prices,
interest rates,
 
external and domestic demand, and bring about the need for additional fiscal
 
support measures.
The Bulgarian economy expanded by 3.4%
 
in 2022 (2021:
 
7.6%), based on data
 
from the National Statistical Institute of
 
Bulgaria, while
inflation averaged
 
at 15.3% in 2022
 
(2021: 3.3%). According
 
to the EC’s
 
winter economic
 
forecasts (February
 
2023), the real
 
GDP in
Bulgaria is expected to grow by 1.4% in 2023, while the HICP is expected at 7.8% in 2023. Respectively, in Cyprus the real GDP growth
is forecasted at 5.8% in 2022 and 1.6% in
 
2023 (2021: 6.6%), while the CPI is estimated at 8.1% in 2022 and 4% in 2023 (2021: 2.3%).
A significant
 
boost to
 
growth in
 
Greece and
 
in other
 
countries of
 
presence is
 
expected
 
from European
 
Union (EU)
 
funding, mainly
under
 
the
 
Next
 
Generation
 
EU
 
(NGEU)
 
instrument
 
and
 
the
 
Multiannual
 
Financial
 
Framework
 
(MFF)
 
2021–2027,
 
EU’s
 
long-term
budget. Greece shall receive EU funds
 
of more than € 30.5 billion (€ 17.8 billion in grants
 
and € 12.7 billion in loans) up to 2026 from
NGEU’s Recovery and Resilience Facility (RRF) to finance projects and initiatives laid down in
 
its National Recovery and Resilience Plan
(NRRP) titled “Greece
 
2.0”.
 
A pre-financing
 
of € 4
 
billion was
 
disbursed in
 
August 2021, and
 
the first
 
two regular
 
payments of
 
€ 3.6
billion each in April
 
2022 and January 2023
 
respectively.
 
Greece has been also
 
allocated about €
 
40 billion through
 
MFF 2021-2027.
On the monetary policy front, although net bond purchases under the temporary
 
Pandemic Emergency Purchase Programme
 
(PEPP)
ended in March
 
2022, as scheduled, the
 
European Central
 
Bank (ECB) will continue
 
to reinvest
 
principal from maturing
 
securities at
least
 
until
 
the
 
end
 
of
 
2024,
 
including
 
purchases
 
of
 
Greek
 
Government
 
Bonds
 
(GGBs)
 
over
 
and
 
above
 
rollovers
 
of
 
redemptions.
Furthermore, the Governing Council of the ECB, in line with its strong commitment to its price stability mandate, has proceeded with
six rounds
 
of interest
 
rate hikes
 
(in July,
 
September,
 
October,
 
December 2022,
 
February and
 
in March
 
2023), raising
 
the three
 
key
ECB
 
interest
 
rates
 
by
 
350
 
basis
 
points
 
in
 
aggregate.
 
Moreover,
 
it
 
approved
 
a
 
new
 
instrument
 
(the
 
“Transmission
 
Protection
Instrument” – TPI) aimed at preventing
 
fragmentation in the
 
sovereign bonds market.
 
Finally, following
 
the expiration of the
 
special
terms and
 
conditions applying
 
to the
 
TLTRO
 
III (Targeted
 
Longer-Term
 
Refinancing Operations)
 
on 23
 
June 2022,
 
the ECB
 
will keep
assessing how targeted lending operations
 
are contributing to its monetary policy stance.
In
 
2022, the
 
Greek State
 
proceeded
 
with
 
the
 
issuance of
 
nine bonds
 
of
 
various
 
maturities
 
(5-year,
 
10-year,
 
15-year
 
and 20-year)
through
 
the
 
Public
 
Debt
 
Management
 
Agency
 
(PDMA),
 
raising
 
a total
 
of
 
€ 8.3
 
billion
 
from
 
international
 
financial markets.
 
On 17
January 2023, the PDMA issued a 10-year bond of € 3.5 billion at a yield of 4.279% and more
 
recently, on 29 March
 
2023, issued a 5-
year
 
bond of € 2.5 billion at a yield of 3.919%. As of end
 
2022, the cash reserves of the Greek State stood in excess of € 30 billion, and
as of early February 2023, its sovereign rating was one
 
notch below investment grade by three of the four External Credit Assessment
Institutions (ECAIs) accepted by the Eurosystem
 
(DBRS Morningstar: ΒΒ (high); S&P Ratings,
 
Fitch Ratings: BB+).
Regarding
 
the outlook
 
for
 
the next
 
12 months
 
the major
 
macroeconomic
 
risks
 
and uncertainties
 
in Greece
 
and
 
our
 
region are
 
as
follows: (a) the ongoing Russia -
 
Ukraine war and its ramifications on regional
 
and global stability and security, as well
 
as the European
and Greek economy,
 
(b) a potential prolongation of the ongoing inflationary
 
wave and its impact on economic growth, employment,
public finances,
 
household budgets,
 
firms’ production
 
costs, external
 
trade and
 
banks’ asset
 
quality,
 
as well
 
as any
 
potential social
and/or political
 
ramifications
 
these may
 
entail, (c)
 
the ongoing
 
and potential
 
upcoming central
 
bank interest
 
rate hikes
 
worldwide,
and in
 
the euro
 
area in
 
particular,
 
that may
 
exert upwards
 
pressures on
 
sovereign and
 
private borrowing
 
costs, especially
 
those of
highly indebted borrowers,
 
deter investments,
 
increase volatility in
 
the financial markets
 
and lead economies to
 
slow down or even
a
 
temporary
 
recession,
 
(d)
 
the
 
recent
 
banking
 
sector
 
turmoil
 
to
 
continue
 
and
 
expand
 
in
 
the
 
euro
 
area,
 
affecting
 
customers’
confidence, with a potential impact on assets under
 
management levels and on liquidity,
 
(e) the impact of a potential curtailment or
discontinuation of the government
 
energy support measures on growth,
 
employment and the servicing of household
 
and corporate
debt, (f)
 
the persistently
 
large current
 
account deficits
 
and the
 
prospect
 
of them
 
becoming once
 
again a
 
structural
 
feature
 
of the
country’s growth model, (g) the
 
absorption capacity of the
 
NGEU and MFF
 
funds and the
 
attraction of new investments in the
 
country,
(h) the
 
effective
 
and timely
 
implementation
 
of the
 
reform
 
agenda required
 
to meet
 
the RRF
 
milestones
 
and targets
 
and to
 
boost
productivity,
 
competitiveness, and
 
resilience, (i) a
 
delay in
 
the implementation
 
of planned reforms,
 
projects and the
 
budget’s fiscal
agenda
 
due
 
to
 
the
 
possibility
 
of
 
the
 
2023
 
national
 
elections
 
resulting
 
in
 
an
 
inability
 
or
 
delay
 
to
 
form
 
a
 
government
 
with
 
solid
Parliament
 
majority,
 
(j) the geopolitical
 
developments
 
in the
 
near region,
 
(k) the
 
evolution of
 
the pandemic
 
and the
 
probability of
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
emergence of new Covid-19 variants
 
that could further impact
 
economic growth, fiscal balances
 
and international trade by prolonging
the disruptions in the global supply
 
chain, and (l) the exacerbation
 
of natural disasters
 
due to the climate change
 
and their effect on
GDP,
 
employment,
 
fiscal balance and sustainable development
 
in the long run.
Materialization of the above risks, would
 
have potentially adverse effects
 
on the fiscal planning of the Greek government, as it could
decelerate the pace of expected growth and on the liquidity, asset quality, solvency and profitability of the Greek banking sector.
 
The
Group Management and Board,
 
mindful of the recent banking turmoil
 
across some markets, has done
 
a proactive internal review
 
to
re-assure itself of the continued resilience of Eurobank
 
business model to such possible external shocks and is pleased to report that
this
 
model
 
is
 
well
 
supported
 
by
 
sound
 
business
 
practices,
 
diversified
 
activities
 
and
 
prudent
 
risk
 
management
 
approaches.
 
The
resulting stability
 
of the Group’s
 
business operating
 
model is also further
 
well-reflected by,
 
among others, its
 
financial position and
performance
 
as analysed
 
below.
 
In this
 
context,
 
the Group
 
is continuously
 
monitoring the
 
developments
 
on the
 
macroeconomic,
financial and geopolitical fronts
 
as well as the evolution of
 
its asset quality and liquidity KPIs and has
 
increased its level of readiness,
so as to
 
accommodate decisions,
 
initiatives and
 
policies to
 
protect its
 
capital and
 
liquidity standing
 
as well as
 
the fulfilment,
 
to the
maximum possible degree, of its strategic and
 
business goals in accordance with the business plan for
 
2023–2025.
For the year ended 31 December 2022, the net profit attributable to shareholders amounted
 
to € 1,330 million (2021: € 328 million),
of which € 212 million (2021:
 
€ 143 million) was related to the international operations. The adjusted net profit, excluding the € 230.5
million gain (after tax) on sale of Bank’s merchant acquiring business and the € 75 million restructuring costs (after tax), amounted to
€ 1,174 million (2021: € 424 million). As at 31 December
 
2022, the Group’s Total
 
Adequacy Ratio (total CAD) and Common Equity Tier
1 (CET1)
 
ratios
 
stood
 
at 19.2%
 
(31 December
 
2021: 16.1%)
 
and
 
16% (31
 
December 2021:
 
13.7%) respectively
 
(note 4).
 
In January
2023, the
 
European Banking
 
Authority (EBA)
 
launched the
 
2023 EU-wide
 
stress test
 
exercise
 
which is
 
designed to
 
provide valuable
input for assessing the resilience of
 
the European banking sector,
 
including the 4 Greek systemic banks,
 
in the current uncertain and
changing macroeconomic
 
environment, covering
 
the period of
 
2023-2025. The EBA
 
expects to publish
 
the results of
 
the exercise
 
at
the end of July 2023 (note 4).
With regards
 
to asset
 
quality,
 
the Group’s
 
NPE formation
 
was positive
 
by €
 
46 million
 
during the
 
year
 
(fourth quarter
 
2022: €
 
35
million positive), (31 December 2021: € 44 million positive). At 31 December 2022 the Group’s
 
NPE stock, following the classification
of project “Solar” underlying loan portfolio as held
 
for sale and other initiatives,
 
amounted to € 2.3 billion
 
(31 December 2021: € 2.8
billion), driving the
 
NPE ratio
 
to 5.2% (31
 
December 2021: 6.8%),
 
while the NPE
 
coverage ratio
 
stood at
 
74.6% (31 December
 
2021:
69.2%).The debt securities portfolio, which is to
 
a large extent hedged for
 
the interest rate risk, accounts for 16%
 
of total assets mostly
invested in EU Sovereign Bonds and on investment grade securities. The Group holds
 
non-significant exposure in Russian or Ukrainian
assets and in the banks affected by the
 
recent banking turmoil.
In terms
 
of liquidity,
 
as at
 
31 December
 
2022, the
 
Group
 
deposits
 
increased
 
to
 
€ 57.2
 
billion (31
 
December 2021:
 
€ 53.2
 
billion),
leading the Group’s (net) loans to deposits (L/D) ratio to 73.1% (31 December 2021: 73.2%), while the funding from the targeted long
term refinancing operations of the European Central Bank –
 
TLTRO III programme decreased by € 2.9 billion amounting to €
 
8.8 billion
(31 December 2021: € 11.7
 
billion) (note 31). During
 
the year,
 
the Bank proceeded with
 
the issuance of a preferred
 
senior note of €
500 million
 
and the
 
Company completed
 
the issuance
 
of a
 
Tier 2
 
instrument
 
of €
 
300 million.
 
More recently,
 
in January
 
2023, the
Bank successfully completed
 
the issue of a €
 
500 million senior preferred
 
note (note 34). As
 
at 31 December 2022, the
 
Bank’s MREL
ratio at consolidated
 
level stands at
 
23.07% of RWAs,
 
higher than the interim
 
binding MREL target
 
for 2022 of 18.21%
 
but also than
the
 
interim
 
non-binding
 
MREL
 
target
 
from
 
1
 
January
 
2023
 
of
 
20.48%.
 
The
 
rise
 
in
 
high
 
quality
 
liquid
 
assets
 
of
 
the
 
Group
 
led
 
the
respective
 
Liquidity Coverage
 
ratio
 
(LCR) to
 
173% (31
 
December 2021:
 
152%). In
 
the context
 
of the
 
2022 ILAAP
 
(Internal
 
Liquidity
Adequacy Assessment
 
Process), the
 
liquidity stress
 
tests results
 
indicated
 
that the
 
Bank has
 
adequate
 
liquidity buffer
 
to cover
 
the
potential outflows that could occur in all scenarios
 
both in the short term (1
 
month horizon) and in the medium
 
term (1 year horizon).
Information on the interest rate
 
and liquidity risk exposures of the Group is included in notes
 
5.2.2 and 5.2.3.
Going concern assessment
The Board of
 
Directors, acknowledging
 
the geopolitical,
 
macroeconomic and
 
financial risks to
 
the economy and
 
the banking system
and taking into account the above
 
factors relating to
 
(a) the idiosyncratic growth
 
opportunities in Greece and the region for
 
this and
the next years, also underpinned by the mobilisation of the
 
already approved EU funding mainly through the RRF, and (b) the Group’s
pre-provision income
 
generating capacity,
 
asset quality,
 
capital adequacy and liquidity
 
position, has been satisfied
 
that the financial
statements of the Group can be prepared
 
on a going concern basis.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
2.1.1
 
New and amended standards and interpretations
(a) New and amended standards adopted by the Group as of
 
1 January 2022
The following amendments to standards
 
as issued by the IASB
 
and endorsed by the EU, apply as of 1 January 2022:
IFRS 3, Amendments, Reference to
 
the Conceptual Framework
The
 
amendments
 
to
 
IFRS
 
3 “Business
 
Combinations”
 
updated
 
a reference
 
to
 
the current
 
version
 
of
 
Conceptual Framework
 
while
added a
 
requirement
 
that, for
 
obligations within
 
the scope
 
of IAS
 
37 “Provisions,
 
Contingent Liabilities
 
and Contingent
 
Assets”,
 
an
acquirer applies IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events. In addition,
for a levy that would be
 
within the scope of IFRIC 21 Levies, the acquirer
 
applies IFRIC 21 to determine whether the
 
obligating event
that gives rise to a liability to pay the levy exists
 
at the acquisition date.
Moreover,
 
the issued amendments added a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition in
a business combination at the acquisition date.
The adoption of the amendments had no impact on the consolidated financial statements.
Annual improvement to IFRSs 2018-2020 cycle: IFRS1,
 
IFRS9 and IFRS 16
The improvements
 
introduce changes
 
to several
 
standards. The
 
amendments that
 
are relevant
 
to the Group’s
 
activities are set
 
out
below:
The
 
amendment
 
to
 
IFRS
 
1
 
“First-time
 
Adoption
 
of
 
International
 
Financial
 
Reporting
 
Standards”
 
provides
 
additional
 
relief
 
to
 
a
subsidiary which becomes a first-time adopter later than its parent in respect of accounting for cumulative translation differences. As
a result, the amendment allows entities that have elected to measure their assets and
 
liabilities at carrying amounts recorded in their
parent’s
 
books
 
to
 
also
 
measure
 
any
 
cumulative
 
translation
 
differences
 
using
 
the
 
amounts
 
reported
 
in
 
the
 
parent’s
 
consolidated
financial statements. This amendment also applies to
 
associates and joint ventures that have
 
taken the same IFRS 1 exemption.
The amendment to IFRS 9
 
“Financial Instruments” clarifies which fees should
 
be included in the
 
10% test for derecognition of financial
liabilities. The fees
 
to be included
 
in the assessment
 
are only those
 
paid or received
 
between the
 
borrower (entity)
 
and the lender,
including fees
 
paid or
 
received by
 
either the
 
borrower or
 
lender on the
 
other’s behalf.
 
The amendment
 
is applied
 
prospectively to
modifications and exchanges that occur
 
on or after the date the entity first applies the amendment.
The amendment to IFRS 16 “Leases” removes the illustration of the reimbursement of leasehold improvements, in order to avoid any
potential confusion about the treatment
 
of lease incentives.
The adoption of the amendments had no impact on the consolidated financial statements.
IAS 37, Amendments, Onerous Contracts – Costs
 
of Fulfilling a Contract
The amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent
 
Assets’ clarify which costs to include in determining the
cost of fulfilling a contract when assessing whether
 
a contract is onerous. In particular,
 
the direct costs of fulfilling a contract
 
include
both the incremental costs and
 
an allocation of other
 
costs directly related to fulfilling
 
contracts’ activities. General and administrative
costs do not relate
 
directly to a contract and
 
are excluded unless they
 
are explicitly chargeable to the
 
counterparty under the contract.
The adoption of the amendments had no impact on the consolidated financial statements
(b) New and amended standards not yet adopted by the Group
A number of new
 
standards and amendments
 
to existing standards
 
are effective
 
after 2022, as
 
they have not
 
yet been endorsed
 
by
the EU or have not been early applied by the Group. Those that may
 
be relevant to the Group are set
 
out below:
IFRS 17, Insurance Contracts (effective 1 January
 
2023)
IFRS 17,
 
which supersedes
 
IFRS 4
 
“Insurance Contracts”
 
provides a
 
comprehensive
 
and consistent
 
accounting model
 
for insurance
contracts.
 
It
 
applies
 
to
 
all
 
types
 
of
 
insurance
 
contracts
 
as
 
well
 
as
 
certain
 
guarantees
 
and
 
financial
 
insurance
 
with
 
discretionary
participating features. Financial guarantee contracts are allowed to
 
be within the
 
scope of IFRS
 
17, if the
 
entity has previously asserted
that it regarded them as insurance contracts.
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
According to IFRS 17 core general
 
model, groups of insurance contracts
 
which are managed together and are subject to
 
similar risks,
are measured
 
based on building
 
blocks of discounted,
 
probability-weighted estimates
 
of future cash
 
flows, a
 
risk adjustment
 
and a
contractual service
 
margin (“CSM”) representing
 
the unearned profit
 
of the contracts.
 
Under the model,
 
estimates are
 
remeasured
at each reporting period. A simplified measurement approach may be used if it is expected that doing so a reasonable approximation
of the general model is produced, or if the contracts
 
are of short duration.
Revenue is allocated
 
to periods in
 
proportion to the
 
value of expected
 
coverage and
 
other services that
 
the insurer provides
 
during
the period,
 
claims are
 
presented
 
when incurred
 
and any
 
investment
 
components
 
i.e. amounts
 
repaid to
 
policyholders
 
even if
 
the
insured event
 
does not occur,
 
are not included
 
in revenue
 
and claims. Insurance
 
services results are
 
presented separately
 
from the
insurance finance income or expense.
In June 2020, the IASB issued Amendments to IFRS 17 to
 
assist entities in its implementation.
 
The amendments aim to assist entities
to transition in order
 
to implement the
 
standard more easily, while they deferred the
 
effective date, so that entities
 
would be required
to apply IFRS 17 for annual periods beginning on or after
 
1 January 2023.
In December 2021, the IASB issued a narrow
 
-scope amendment to the transition requirements
 
of IFRS 17 for entities that
 
first apply
IFRS 17 and IFRS 9 at the same time.
The Group has
 
not issued contracts
 
within the scope
 
of IFRS 17; therefore,
 
the standard
 
is not expected
 
to impact the
 
consolidated
financial statements, other than through the
 
Group’s
 
share of the
 
results of its associate ‘’Eurolife FFH
 
Insurance Group Holdings S.A.’’
 
(“Eurolife”).
In particular,
 
as at 31 December 2022, the Group’s
 
share of the expected impact from
 
Eurolife’s
 
transition to IFRS 17
 
is estimated to
an increase in equity of ca. € 15 million, net of tax.
IAS 8, Amendments, Definition of Accounting Estimates (effective
 
1 January 2023)
The amendments in IAS 8 “Accounting
 
Policies, Changes in Accounting Estimates
 
and Errors” introduced the definition
 
of accounting
estimates and
 
include other
 
amendments to
 
IAS 8 which
 
are intended
 
to help
 
entities distinguish
 
changes in
 
accounting estimates
from changes in accounting policies.
The amendments clarify
 
(a) how accounting
 
policies and accounting
 
estimates relate
 
to each other by
 
(i) explaining that
 
accounting
estimates are
 
used in
 
applying accounting
 
policies and
 
(ii) making
 
the definition
 
of accounting
 
policies clearer
 
and concise
 
and, (b)
that selecting an estimation or valuation technique
and choosing the inputs to be used constitutes making an accounting
 
estimate.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
Amendments
 
to
 
IAS
 
1
 
Presentation
 
of
 
Financial
 
Statements
 
and
 
IFRS
 
Practice
 
Statement
 
2:
 
Disclosure
 
of
 
Accounting
 
policies
(effective 1 January 2023)
IASB issued
 
amendments to
 
IAS 1 “Presentation
 
of Financial Statements”
 
that require
 
entities to
 
disclose their
 
material accounting
policies rather than their significant accounting policies.
According
 
to
 
IASB,
 
accounting
 
policy
 
information
 
is
 
material
 
if,
 
when
 
considered
 
together
 
with
 
other
 
information
 
included
 
in
 
an
entity’s financial statements, it can reasonably be expected to influence decisions that the primary users
 
of general purpose financial
statements make on the
 
basis of those financial statements.
Furthermore, the amendments
 
clarify how an
 
entity can identify
 
material accounting
 
policy information,
 
while provide examples
 
of
when accounting policy
 
information is
 
likely to
 
be material. The
 
amendments to
 
IAS 1 also clarify
 
that immaterial
 
accounting policy
information need not be
 
disclosed. However, if it is
 
disclosed, it should
 
not obscure material accounting policy
 
information. To support
these amendments
 
the Board
 
has also
 
developed guidance
 
and examples
 
to explain
 
and demonstrate
 
the application
 
of the ‘four-
step materiality
 
process’ described
 
in IFRS Practice
 
Statement 2
 
Making Materiality
 
Judgements to
 
accounting policy disclosures,
 
in
order to support the amendments to IAS 1.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
IAS 1, Amendments, Classification of Liabilities as Current or Non-Current
 
(effective 1 January 2024, not yet endorsed by EU)
The amendments, published in January 2020, affect only the presentation
 
of liabilities in the balance sheet and provide clarifications
over the definition of the
 
right to defer the settlement of
 
a liability, while they make clear that the
 
classification of liabilities as current
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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11
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31 December 2022 Consolidated Financial Statements
or non-current
 
should be based
 
on rights that
 
are in existence
 
at the
 
end of the
 
reporting period.
 
In addition, it
 
is clarified that
 
the
assessment for liabilities classification made at
 
the end of the reporting period is not affected
 
by the expectations about whether an
entity will exercise its right to defer settlement of a liability.
 
The Board also clarified that when classifying liabilities as current or non-
current, an entity can ignore only those conversion
 
options that are recognised as equity.
In October 2022, the IASB
 
issued
 
Non-current Liabilities with Covenants
 
(Amendments to IAS 1)
 
with respect to the
 
classification (as
current or non-current), presentation and disclosures of
 
liabilities for which an
 
entity’s right to defer settlement for at
 
least 12 months
is subject to the
 
entity complying with conditions
 
after the reporting
 
period. The amendments to
 
IAS 1 specify that
 
covenants to be
complied with after the reporting date do not
 
affect the classification of debt as current or non-current at the
 
reporting date. Instead,
the amendments require a company to
 
disclose information about these covenants in the notes
 
to the financial statements.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
IAS 12, Amendments, Deferred Tax
 
related to Assets and Liabilities arising from a Single Transaction
 
(effective 1 January 2023)
The amendments
 
clarify that
 
the exemption
 
on initial
 
recognition set
 
out in
 
IAS 12
 
‘Income Taxes’
 
does not
 
apply for
 
transactions
such
 
as
 
leases and
 
decommissioning
 
obligations
 
that,
 
on initial
 
recognition,
 
give
 
rise to
 
equal amounts
 
of taxable
 
and deductible
temporary differences. Accordingly, for such transactions an entity is required to recognise the
 
related deferred tax asset and liability,
with
 
the
 
recognition
 
of
 
any
 
deferred
 
tax
 
asset
 
being
 
subject
 
to
 
the
 
recoverability
 
criteria
 
in
 
IAS
 
12.
 
The
 
amendments
 
apply
 
to
transactions that occur on or after the beginning of the earliest
 
comparative period presented.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
IFRS 16, Amendment, Lease Liability in a Sale and Leaseback (effective 1 January 2024, not yet
 
endorsed by EU)
The amendment requires a seller-lessee
 
to subsequently measure lease liabilities
 
arising in a sale and leaseback
 
transaction in a way
 
that it
does not
 
recognise any
 
amount of
 
the gain
 
or loss
 
that relates
 
to the
 
right of
 
use it
 
retains.
Any gains
 
and losses
 
relating to
 
the full
 
or
partial termination of a lease continue to be recognised when they occur. The amendment does not change the accounting for leases
unrelated to sale and leaseback transactions.
The adoption of the amendment is not expected to impact the consolidated
 
financial statements.
 
.
2.2
 
Principal accounting policies
2.2.1
 
Consolidation
(i) Subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed, 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.
 
The
 
Group
consolidates an entity only when all the above three elements
 
of control are present.
Power is considered
 
to exist when
 
the Group’s
 
existing rights give
 
it the current
 
ability to direct
 
the relevant
 
activities of the entity,
i.e. the activities
 
that significantly
 
affect the
 
entity’s returns,
 
and the Group
 
has the practical
 
ability to
 
exercise those
 
rights. Power
over
 
the
 
entity
 
may
 
arise
 
from
 
voting
 
rights
 
granted
 
by
 
equity
 
instruments
 
such
 
as
 
shares
 
or,
 
in
 
other
 
cases,
 
may
 
result
 
from
contractual arrangements.
Where voting
 
rights are
 
relevant,
 
the Group
 
is deemed
 
to have
 
control
 
where it
 
holds, directly
 
or indirectly,
 
more than
 
half of
 
the
voting rights over
 
an entity,
 
unless there is evidence
 
that another investor
 
has the practical
 
ability to unilaterally
 
direct the relevant
activities.
The
 
Group
 
may
 
have
 
power,
 
even
 
when
 
it
 
holds
 
less
 
than
 
a
 
majority
 
of
 
the
 
voting
 
rights
 
of
 
the
 
entity,
 
through
 
a
 
contractual
arrangement
 
with
 
other
 
vote
 
holders,
 
rights
 
arising
 
from
 
other
 
contractual
 
arrangements,
 
substantive
 
potential
 
voting
 
rights,
ownership of the largest
 
block of voting rights in a situation
 
where the remaining rights are
 
widely dispersed (‘de
 
facto power’), or a
combination
 
of
 
the
 
above.
 
In assessing
 
whether
 
the
 
Group
 
has
 
de
 
facto
 
power,
 
it
 
considers
 
all
 
relevant
 
facts
 
and
 
circumstances
including
 
the
 
relative
 
size
 
of
 
the
 
Group’s
 
holding
 
of
 
voting
 
rights
 
and dispersions
 
of
 
holdings of
 
other
 
vote
 
holders
 
to
 
determine
whether the Group has the practical ability to direct
 
the relevant activities.
 
 
 
 
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Notes to the Consolidated Financial Statements
 
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The Group is exposed
 
or has rights to
 
variable returns from
 
its involvement with
 
an entity when these
 
returns have the
 
potential to
vary as a result of the entity’s performance.
In assessing whether the
 
Group has the ability
 
to use its power
 
to affect
 
the amount of returns
 
from its involvement
 
with an entity,
the Group determines whether in
 
exercising its decision-making rights,
 
it is acting as an agent or
 
as a principal. The Group acts as an
agent when it is engaged
 
to act on behalf and for
 
the benefit of another party,
 
and as a result does not
 
control an entity.
 
Therefore,
in
 
such
 
cases,
 
the
 
Group
 
does not
 
consolidate
 
the
 
entity.
 
In making
 
the
 
above
 
assessment,
 
the
 
Group
 
considers
 
the scope
 
of
 
its
decision-making authority over the
 
entity, the
 
rights held by other
 
parties, the remuneration
 
to which the Group
 
is entitled from its
involvement, and its exposure to
 
variability of returns from other interests
 
in that entity.
The Group
 
has interests
 
in certain
 
entities which
 
are structured
 
so that
 
voting rights
 
are not
 
the dominant
 
factor
 
in deciding
 
who
controls the entity, such as when any voting rights
 
relate to administrative tasks only and the relevant activities are
 
directed by means
of contractual rights. In determining whether the Group
 
has control over such structured entities, it considers
 
the following factors:
-
The purpose and design of the entity;
-
Whether the Group has certain rights that
 
give it the ability to direct the relevant
 
activities of the entity unilaterally,
 
as a result
of existing contractual arrangements
 
that give it the power to govern the entity
 
and direct its activities;
-
In case another
 
entity is granted
 
decision making rights,
 
the Group assesses
 
whether this entity
 
acts as an agent
 
of the Group
or another investor;
-
The existence of any special relationships
 
with the entity; and
-
The extent
 
of the Group’s
 
exposure to
 
variability of returns
 
from its involvement
 
with the entity,
 
including its exposure
 
in the
most subordinated securitized
 
notes issued by the entity as well as subordinated
 
loans or other credit enhancements that may
be granted to the entity,
 
and if the Group has the power to affect such variability.
Information about the Group’s
 
structured entities is set out in note 25.
The Group reassesses whether it
 
controls an entity if facts
 
and circumstances indicate that there are changes
 
to one or more
 
elements
of
 
control.
 
This
 
includes
 
circumstances
 
in
 
which
 
the
 
rights
 
held
 
by
 
the
 
Group
 
and
 
intended
 
to
 
be
 
protective
 
in
 
nature
 
become
substantive upon
 
a breach of
 
a covenant
 
or default on
 
payments in a
 
borrowing arrangement,
 
and lead to
 
the Group having
 
power
over the investee.
Subsidiaries are
 
fully consolidated
 
from the
 
date on
 
which control
 
is transferred
 
to the Group
 
and are
 
no longer consolidated
 
from
the
 
date
 
that
 
control
 
ceases.
 
Total
 
comprehensive
 
income
 
is
 
attributed
 
to
 
the
 
owners
 
of
 
the
 
parent
 
and
 
to
 
the
 
non-controlling
interests even if this results
 
in the non-controlling interests having
 
a deficit balance.
In determining the proportion of profit or loss and changes in equity allocated
 
to the Group and non-controlling interests,
 
the Group
takes
 
into
 
account
 
current
 
ownership
 
interests,
 
also
 
including
 
in-substance
 
current
 
ownership
 
interests,
 
after
 
considering
 
the
eventual exercise
 
of any potential
 
voting rights
 
and other derivatives
 
that currently
 
give the Group
 
access to the returns
 
associated
with an ownership interest.
Changes in the
 
Group's ownership
 
interest in
 
subsidiaries that do
 
not result in
 
a loss of control
 
are recorded
 
as equity transactions.
Any difference between the consideration
 
and the share of the new net assets acquired is recorded directly in equity. Gains or losses
arising from disposals of
 
ownership interests that
 
do not result in a
 
loss of control
 
by the Group are
 
also recorded directly
 
in equity.
For disposals of ownership interests
 
that result in a loss of control, the Group derecognizes
 
the assets and liabilities of the subsidiary
and any related
 
non-controlling interest
 
and other components
 
of equity and
 
recognizes gains
 
and losses in
 
the income statement.
When
 
the
 
Group
 
ceases to
 
have
 
control,
 
any
 
retained
 
interest
 
in
 
the former
 
subsidiary
 
is re-measured
 
to
 
its
 
fair
 
value,
 
with
 
any
changes in
 
the carrying
 
amount recognized
 
in the
 
income statement.
 
The Group
 
considers
 
the eventual
 
exercise
 
of any
 
potential
voting
 
rights
 
and
 
other
 
derivatives
 
and
 
whether
 
they
 
currently
 
give
 
the
 
Group
 
access
 
to
 
the
 
returns
 
associated
 
with
 
a
 
retained
ownership interest, in determining
 
whether that ownership interest should
 
be derecognised or not.
Intercompany transactions,
 
balances and intragroup
 
gains on transactions between
 
Group entities are eliminated;
 
intragroup losses
are also eliminated unless the transaction provides
 
evidence of impairment of the asset transferred.
 
 
 
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Notes to the Consolidated Financial Statements
 
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(ii) Business combinations
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
 
Group. The consideration transferred
for an acquisition is measured at the fair value of the assets given, equity instruments
 
issued or exchanged and liabilities undertaken
at
 
the
 
date
 
of
 
acquisition,
 
including
 
the
 
fair
 
value
 
of
 
assets
 
or
 
liabilities
 
resulting
 
from
 
a
 
contingent
 
consideration
 
arrangement.
Acquisition related
 
costs are expensed
 
as incurred. Identifiable
 
assets acquired and
 
liabilities and contingent
 
liabilities assumed in a
business combination are measured initially at
 
their fair values at the
 
acquisition date irrespective of the
 
extent of any non-controlling
interest. Any previously held interest in
 
the acquiree is
 
remeasured to fair value
 
at the acquisition
 
date with any gain
 
or loss recognized
in the
 
income statement.
 
The Group
 
recognizes
 
on an
 
acquisition-by-acquisition basis
 
any non-controlling
 
interest
 
in the
 
acquiree
either at fair value or at the non-controlling
 
interest's proportionate share
 
of the acquiree's net assets.
The excess of the consideration
 
transferred, the
 
amount of any non-controlling
 
interest in the acquiree and
 
the acquisition-date fair
value of
 
any previous
 
equity interest
 
in the
 
acquiree over
 
the fair
 
value of
 
the identifiable
 
net assets
 
of the
 
subsidiary acquired,
 
is
recorded as
 
goodwill. If
 
this is
 
less than
 
the fair
 
value of
 
the net
 
assets of
 
the acquiree,
 
the difference
 
is recognized
 
directly in
 
the
income statement.
If the
 
initial accounting
 
for a
 
business combination
 
is incomplete
 
by the
 
end of
 
the reporting
 
period in
 
which it
 
occurs, the
 
Group
reports
 
provisional
 
amounts
 
for
 
the
 
items
 
for
 
which
 
the
 
accounting
 
is
 
incomplete.
 
Those
 
provisional
 
amounts
 
are
 
adjusted
retrospectively
 
during
 
the
 
measurement
 
period
 
to
 
reflect
 
the
 
new
 
information
 
obtained
 
about
 
the
 
facts
 
and
 
circumstances
 
that
existed at
 
the acquisition
 
date that,
 
if known,
 
would have
 
affected the
 
amounts recognized
 
at that
 
date. The
 
measurement period
adjustments, as
 
mentioned above,
 
affect accordingly
 
the amount
 
of goodwill
 
that was
 
initially recognized,
 
while the
 
measurement
period cannot exceed one year from
 
the acquisition date.
Commitments to
 
purchase non-controlling
 
interests
 
through derivative
 
financial instruments
 
with the
 
non-controlling
 
interests,
 
as
part of
 
a business
 
combination are
 
accounted
 
for
 
as a
 
financial liability,
 
with no
 
non-controlling
 
interest
 
recognized
 
for
 
reporting
purposes.
 
The
 
financial
 
liability
 
is
 
measured
 
at
 
fair
 
value,
 
using
 
valuation
 
techniques
 
based
 
on
 
best
 
estimates
 
available
 
to
management. Any differe
 
nce between the fair value of the financial liability upon initial recognition and the nominal
 
non-controlling
interest's share of net assets is recognized as part of goodwill. Subsequent revisions to the valuation of the
 
derivatives are recognized
in the income statement.
For
 
acquisitions
 
of
 
subsidiaries
 
not
 
meeting
 
the
 
definition
 
of
 
a
 
business,
 
the
 
Group
 
allocates
 
the
 
consideration
 
to
 
the
 
individual
identifiable assets and liabilities based
 
on their relative fair
 
values at the date of
 
acquisition. Such transactions or events
 
do not give
rise to goodwill.
Where necessary, accounting
 
policies of subsidiaries have been changed to ensure
 
consistency with the policies of the Group.
A listing of the Bank’s subsidiaries is set
 
out in note 23.
(iii) Business combinations involving entities under common control
Pursuant to
 
IAS 8 ‘Accounting
 
Policies, Changes
 
in Accounting
 
Estimates and
 
Errors’,
 
since business
 
combinations between
 
entities
under common
 
control
 
are excluded
 
from the
 
scope of
 
IFRS 3
 
‘Business Combinations’,
 
such transactions
 
are accounted
 
for in
 
the
Group’s financial statements by using the pooling of interests method (also known as merger accounting), with reference to the most
recent pronouncements of
 
other standard-setting bodies that
 
use a similar conceptual framework
 
and comply with the IFRS general
principles, as well as accepted industry practices.
Under the
 
pooling
 
of interests
 
method, the
 
Group
 
incorporates
 
the assets
 
and liabilities
 
of the
 
acquiree
 
at their
 
pre-combination
carrying amounts from the highest level of
 
common control, without any
 
fair value adjustments. Any difference
 
between the cost of
the transaction and the carrying amount of the net assets acquired
 
is recorded in Group's equity.
The Group accounts for the cost of such business combinations at the fair value of the consideration
 
given, being the amount of cash
or shares issued or if that cannot be reliably measured, the consideration
 
received.
Formation of a new Group entity to effect a business combination
Common control transactions that involve the formation of a new Group entity to effect a business combination by bringing together
two or more previously uncombined
 
businesses under the new Group entity
 
are also accounted for
 
by using the pooling of interests
method.
 
 
 
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Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
Other common control
 
transactions that involve
 
the acquisition of a single existing
 
Group entity or a single
 
group of businesses by
 
a
new entity formed
 
for this purpose
 
are accounted
 
for as capital
 
reorganizations,
 
on the basis that
 
there is no business
 
combination
and no substantive
 
economic change in
 
the Group. Under
 
a capital reorganization,
 
the acquiring entity
 
incorporates the
 
assets and
liabilities of the acquired
 
entity at their carrying
 
amounts, as presented
 
in the books of
 
that acquired entity,
 
rather than those
 
from
the highest level
 
of common control.
 
Any difference
 
between the cost
 
of the transaction
 
and the carrying amount
 
of the net assets
acquired is
 
recognized
 
in the
 
equity of
 
the new
 
entity.
 
Capital reorganization
 
transactions do
 
not have
 
any impact
 
on the
 
Group’s
consolidated financial statements.
(iv) Associates
Investments
 
in associates are
 
accounted for
 
using the equity
 
method of
 
accounting in the
 
consolidated financial
 
statements. These
are undertakings over which the Group exercises
 
significant influence but which are not controlled.
Equity accounting
 
involves recognizing
 
in the income
 
statement
 
the Group's
 
share of
 
the associate's profit
 
or loss for
 
the year.
 
The
Group's interest in the associate is carried
 
on the balance sheet at an amount that reflects its share of the net assets of the associate
and any
 
goodwill identified
 
on acquisition
 
net of any
 
accumulated impairment
 
losses. If the
 
Group's share
 
of losses of
 
an associate
equals or
 
exceeds its
 
interest
 
in the associate,
 
the Group
 
discontinues recognizing
 
its share
 
of further
 
losses, unless
 
it has incurred
obligations or made payments on behalf of the associate. Where necessary the accounting policies used by the associates
 
have been
changed to ensure consistency with the policies of the
 
Group.
When the Group obtains
 
or ceases to have
 
significant influence, any
 
previously held or retained
 
interest in the
 
entity is remeasured
to its fair value, with any change in the carrying amount recognized in the income statement,
 
except in cases where an investment in
associate becomes
 
an investment
 
in a joint
 
venture where
 
no remeasurement
 
of the interest
 
retained is
 
performed and
 
use of the
equity method continues to apply.
(v) Joint arrangements
A
 
joint
 
arrangement
 
is
 
an
 
arrangement
 
under
 
which
 
the
 
Group
 
has
 
joint
 
control
 
with
 
one
 
or
 
more
 
parties.
 
Joint
 
control
 
is
 
the
contractually agreed sharing of control and exists only when decisions about relevant activities require the unanimous consent of the
parties
 
sharing
 
control.
 
Investments
 
in
 
joint
 
arrangements
 
are
 
classified
 
as
 
either
 
joint
 
ventures
 
whereby
 
the
 
parties
 
who
 
share
control have rights
 
to the net assets of the arrangement
 
or joint operations where two
 
or more parties have rights to
 
the assets and
obligations for the liabilities of the arrangement.
The Group evaluates the contractual
 
terms of joint arrangements to determine
 
whether a joint arrangement is a joint operation
 
or a
joint venture. All joint arrangements
 
in which the Group has an interest are joint
 
ventures.
As
 
investments
 
in
 
associates,
 
the
 
Group's
 
interest
 
in
 
joint
 
ventures
 
is
 
accounted
 
for
 
by
 
using
 
the
 
equity
 
method
 
of
 
accounting.
Therefore, the accounting
 
policy described in note 2.2.1
 
(iv) applies also for joint
 
ventures. Where necessary the
 
accounting policies
used by the joint ventures have been changed
 
to ensure consistency with the policies of the Group.
When the Group ceases to have joint control over an entity, it discontinues the use of the equity method. Any
 
retained interest in the
entity is
 
remeasured to
 
its fair
 
value, with
 
any change
 
in the
 
carrying amount
 
recognized in
 
the income
 
statement,
 
except in
 
cases
where an investment
 
in a joint venture becomes an
 
investment in an associate, where
 
no remeasurement of the interest
 
retained is
performed and use of the equity method continues to
 
apply.
A listing of the Group's associates and joint ventures
 
is set out in note 24.
2.2.2 Foreign currencies
(i) Translation of foreign subsidiaries
Assets and liabilities of foreign
 
subsidiaries are translated
 
into the Group’s
 
presentation currency at
 
the exchange rates
 
prevailing at
each reporting
 
date whereas
 
income and expenses
 
are translated
 
at the average
 
exchange rates
 
for the
 
period reported.
 
Exchange
differences
 
arising from
 
the translation
 
of the
 
net investment
 
in a
 
foreign
 
subsidiary,
 
including exchange
 
differences
 
of monetary
items receivable or payable to the foreign
 
subsidiary for which settlement is neither planned nor likely
 
to occur that form part of the
net investment in the foreign
 
subsidiaries, are recognized in other comprehensive
 
income.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
Exchange
 
differences
 
from
 
the
 
Group’s
 
foreign
 
subsidiaries
 
are
 
released
 
to
 
the
 
income
 
statement
 
on
 
the
 
disposal
 
of
 
the
 
foreign
subsidiary while for monetary items that form part of the net investment in the foreign subsidiary, on repayment or when settlement
is expected to occur.
(ii) Transactions in foreign currency
Foreign
 
currency
 
transactions
 
are
 
translated
 
into
 
the
 
functional
 
currency
 
using
 
the
 
exchange
 
rates
 
prevailing
 
at
 
the
 
dates
 
of
 
the
transactions.
 
Foreign
 
exchange
 
gains
 
and
 
losses
 
resulting
 
from
 
the
 
settlement
 
of
 
such
 
transactions
 
are
 
recognized
 
in
 
the
 
income
statement.
Monetary assets
 
and liabilities denominated
 
in foreign
 
currencies are translated
 
into the
 
functional currency
 
at the
 
exchange rates
prevailing at each reporting
 
date and exchange
 
differences are recognized
 
in the income statement,
 
except when deferred
 
in equity
as qualifying cash flow or net investment hedges.
Non-monetary assets and liabilities are
 
translated into the
 
functional currency at the exchange
 
rates prevailing
 
at initial recognition,
except for non-monetary items denominated
 
in foreign currencies that are measured at fair value
 
which are translated at the rate of
exchange at the date the fair value
 
is determined. The exchange differences
 
relating to these items are treated
 
as part of the change
in fair
 
value and
 
are recognized
 
in the
 
income statement
 
or recorded
 
directly in
 
equity depending
 
on the
 
classification of
 
the non-
monetary item.
2.2.3 Derivative financial instruments and hedging
Derivative financial instruments that mainly include foreign exchange
 
contracts, forward currency agreements, currency
 
and interest
rate options (both written and purchased), as well as currency and interest
 
rate swaps are initially recognized in the balance
 
sheet at
fair value,
 
on the date
 
on which the
 
derivative contracts
 
are entered
 
into, and
 
subsequently are
 
re-measured at
 
their fair value.
 
All
derivatives are carried as assets when fair
 
value is positive and as liabilities when fair value is negative.
Fair
 
values
 
of derivatives
 
are determined
 
based on
 
quoted market
 
prices, including
 
recent
 
market
 
transactions,
 
or by
 
using other
valuation
 
techniques,
 
as
 
appropriate.
 
The principles
 
for
 
the
 
fair
 
value
 
measurement
 
of
 
financial instruments,
 
including derivative
financial instruments, are described in notes 3.2 and 5.3.
Embedded derivatives
Embedded derivatives
 
are components
 
of hybrid
 
contracts
 
that also
 
include non-derivative
 
hosts with
 
the effect
 
that some
 
of the
cash flows of the combined instruments vary
 
in a way similar to stand-alone derivatives.
Financial
 
assets
 
that
 
contain
 
embedded
 
derivatives
 
are
 
recognised
 
in
 
the
 
balance
 
sheet
 
in
 
their
 
entirety
 
in
 
the
 
appropriate
classification category,
 
following the instruments’
 
assessment of their contractual
 
cash flows and
 
their business model as
 
described
in note 2.2.9.
On the other
 
hand, derivatives embedded in
 
financial liabilities, are
 
treated as separate derivatives when their
 
risks and characteristics
are not
 
closely related
 
to those
 
of the
 
host contract
 
and the
 
host contract
 
is not
 
carried at
 
fair value
 
through profit
 
or loss.
 
These
embedded derivatives are measured at fair
 
value with changes in fair value recognized
 
in the income statement.
The use of derivative financial instruments is inherent
 
in the Group’s activities and aims principally at
 
managing risks effectively.
Accordingly,
 
the Group,
 
as part of
 
its risk management
 
strategy,
 
may enter
 
into transactions
 
with external
 
counterparties to
 
hedge
partially or fully interest rate,
 
foreign currency,
 
equity and other exposures that are generated
 
from its activities.
The objectives of hedging with derivative financial instruments
 
include:
Reduce
 
interest rate exposure
 
that is in excess of the Group’s
 
interest rate limits;
 
Manage efficiently interest
 
rate risk by
 
hedging the changes to movements
 
of the benchmark interest
 
rates represented
 
by the
prevailing reference rates;
Reduce
 
variability arising from the fair value
 
changes of derivatives embedded in financial assets;
Manage future variable cash flows;
 
Reduce
 
foreign currency risk or inflation risk;
 
Reduce variability in the Group’s
 
equity arising from translating a foreign net
 
investment at different
 
exchange rates.
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
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Hedge accounting
The Group has elected,
 
as a policy choice permitted
 
under IFRS 9, to
 
continue to apply
 
hedge accounting in accordance
 
with IAS 39,
until the project of accounting of macro hedging
 
activities is completed by the IASB.
For
 
hedge
 
accounting
 
purposes,
 
the
 
Group
 
forms
 
a
 
hedging
 
relationship
 
between
 
a
 
hedging
 
instrument
 
or
 
group
 
of
 
hedging
instruments and a
 
related item or
 
group of items
 
to be hedged.
 
A hedging instrument
 
is a
 
designated derivative or group
 
of derivatives,
or a designated non-derivative financial asset or financial liability whose fair value or cash flows are expected to offset changes in the
fair value
 
or cash flows
 
of a designated
 
hedged item
 
or group of
 
items. Specifically,
 
the Group designates
 
certain derivatives
 
as: (a)
hedges of the
 
exposure to
 
changes in fair
 
value of recognized
 
assets or liabilities
 
on a single
 
or portfolio
 
basis or unrecognized
 
firm
commitments (fair
 
value hedging),
 
(b) hedges of
 
the exposure to
 
variability in
 
cash flows of
 
recognized assets
 
or liabilities or
 
highly
probable forecasted
 
transactions (cash flow
 
hedging) or,
 
(c) hedges of the exposure
 
to variability in the
 
value of a net investment
 
in
a foreign
 
operation
 
which is
 
associated with
 
the translation
 
of the
 
investment's
 
net assets
 
in the
 
Group's functional
 
currency (net
investment hedging).
In
 
order
 
to
 
apply
 
hedge
 
accounting,
 
specified
 
criteria
 
should
 
be
 
met.
 
Accordingly,
 
at
 
the
 
inception
 
of
 
the
 
hedge
 
accounting
relationship, the Group documents the
 
relationship between hedging instruments
 
and hedged items, as well as its risk management
objective
 
and
 
strategy
 
for
 
undertaking
 
various
 
hedge
 
transactions,
 
together
 
with
 
the
 
method
 
that
 
will
 
be
 
used
 
to
 
assess
 
the
effectiveness of the hedging
 
relationship. The Group also
 
documents its assessment, both
 
at inception of
 
the hedge and
 
on an ongoing
basis, of whether the
 
derivatives that are
 
used in the hedging transactions
 
are highly effective
 
in offsetting
 
changes in fair
 
values or
cash flows
 
of hedged
 
items and
 
whether the actual
 
results of
 
each hedge
 
are within
 
a range
 
of 80-125%.
 
If a relationship
 
does not
meet
 
the
 
abovementioned
 
hedge
 
effectiveness
 
criteria,
 
the
 
Group
 
discontinues
 
hedge
 
accounting
 
prospectively.
 
Similarly,
 
if
 
the
hedging
 
derivative
 
expires
 
or
 
is
 
sold,
 
terminated
 
or
 
exercised,
 
or
 
the
 
hedge
 
designation
 
is
 
revoked,
 
then
 
hedge
 
accounting
 
is
discontinued prospectively. In addition, the Group uses other
 
derivatives, not designated in qualifying
 
hedge relationships, to manage
its exposure
 
primarily to
 
interest
 
rate
 
and foreign
 
currency risks.
 
Non qualifying
 
hedges are
 
derivatives
 
entered
 
into
 
as economic
hedges of
 
assets and
 
liabilities for
 
which hedge
 
accounting is
 
not applied.
 
The said
 
derivative instruments
 
are classified
 
along with
those held for trading purposes.
The method
 
of recognizing
 
the resulting
 
fair
 
value gain
 
or loss
 
depends on
 
whether the
 
derivatives
 
are designated
 
and qualify
 
as
hedging instruments, and if so, the nature of the item
 
being hedged.
 
Furthermore, the Group may
 
designate groups of items
 
as hedged items
 
by aggregating recognized assets
 
or liabilities or
 
unrecognized
but highly probable transactions of
 
similar risk characteristics that share the
 
exposure for which they are hedged.
 
Although the overall
risk exposures may be different for
 
the individual items in the group, the specific risk being hedged is inherent in each of the items in
the group.
The Group has applied the Phase 1 and Phase 2 IBOR reform amendments to IFRS 9, IAS 39 and IFRS 7, that provide temporary reliefs
on hedging
 
relationships during
 
the period
 
before the
 
replacement of
 
an existing
 
interest
 
rate benchmark
 
with an
 
alternative risk-
free rate
 
(RFR). Based
 
on the
 
above reliefs,
 
for the
 
purpose of
 
determining whether
 
a forecast
 
transaction is
 
highly probable,
 
or a
hedging relationship
 
is expected
 
to be
 
highly effective,
 
the Group
 
assumes that
 
the benchmark
 
interest
 
rate does
 
not change
 
as a
result of the
 
IBOR reform.
 
In addition, the Group,
 
is not required
 
to discontinue hedge
 
accounting if the
 
hedge falls outside
 
the 80–
125%
 
range
 
during
 
the period
 
of
 
uncertainty
 
arising from
 
the reform.
 
Furthermore,
 
in case
 
of
 
hedges
 
where
 
the hedged
 
item or
hedged risk is
 
a non-contractually
 
specified benchmark portion
 
of interest
 
rate risk,
 
following the
 
IBOR reform
 
reliefs, it is
 
assumed
that the
 
designated risk
 
portion only
 
needs to
 
be separately
 
identifiable at
 
the inception
 
of the
 
hedging relationship
 
and not
 
on a
going basis. The reliefs cease to apply once certain conditions are met i.e. at the earlier of (a) when the uncertainties arising from the
IBOR reform are no longer present with respect to the timing and the amount of the benchmark rate-based cash flows of the hedged
items or hedging instruments and (b) when the hedging relationships to
 
which the reliefs apply are discontinued.
Finally,
 
the
 
amendments
 
introduce
 
an
 
exception
 
to
 
the
 
existing
 
requirements
 
so
 
that
 
changes
 
in
 
the
 
formal
 
designation
 
and
documentation of a hedge accounting relationship or to
 
the method for assessing hedge effectiveness due to modifications
 
required
by IBOR reform will not result in the discontinuation
 
of hedge accounting or the designation of a new hedging relationship.
(i) Fair value hedging
The Group applies
 
fair value hedging
 
to hedge exposures
 
primarily to changes
 
in the fair value
 
attributable to
 
interest rate
 
risk with
respect to the applicable benchmark rate
 
and currency risk.
 
 
 
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Notes to the Consolidated Financial Statements
 
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Hedged items
The items that qualify for fair value hedge accounting
 
include financial assets and liabilities measured at amortized cost
 
such as:
fixed rate investment
 
securities, term deposits and debt securities in issue;
portfolios of floating-rate
 
loans and investment securities with embedded interest
 
rate options (such as purchased interest
rate floors);
 
portfolios of
 
fixed rate
 
amortizing loans (macro
 
hedging) including securitized
 
notes issued and
 
held by the
 
Group, as
 
well
as fixed rate investment
 
securities classified as FVOCI.
Hedge effectiveness assessment
The
 
Group
 
uses
 
the
 
dollar-offset
 
method
 
at
 
inception
 
(prospective
 
measurement)
 
and
 
on
 
an
 
ongoing
 
basis
 
(retrospective
measurement), in
 
order to
 
assess the effectiveness
 
of fair
 
value hedges
 
on a single
 
or portfolio
 
basis. This is
 
a quantitative
 
method
that involves the comparison of the change in the fair value of
 
the hedging instrument with the change in the fair value of
 
the hedged
item attributable to the hedged risk. The above comparison constitutes
 
the dollar-offset ratio and
 
should be within the range of 80%
-125%
 
for
 
the
 
hedge
 
to
 
be
 
highly
 
effective.
 
Even
 
if
 
a
 
hedge
 
is
 
not
 
expected
 
to
 
be
 
highly
 
effective
 
in
 
a
 
particular
 
period,
 
hedge
accounting
 
is not precluded if effectiveness is expected to
 
remain sufficiently high over the life of the
 
hedge.
The Group
 
may also
 
use the
 
hypothetical
 
derivative
 
method, an
 
approach to
 
the dollar
 
offset method,
 
mainly applied
 
in portfolio
hedges that
 
carry embedded
 
derivatives,
 
where the
 
hedged risk
 
is modelled
 
through hypothetical
 
derivatives,
 
which replicate
 
the
embedded derivative.
 
The fair value
 
of the hypothetical
 
derivative is used
 
as a proxy
 
for the net present
 
value of the hedged
 
future
cash
 
flows
 
against
 
which
 
changes
 
in
 
value
 
of
 
the
 
actual
 
hedging
 
instrument
 
are
 
compared
 
to
 
assess
 
effectiveness
 
and
 
measure
ineffectiveness.
 
Hedge ineffectiveness
 
may arise in
 
case of potential
 
differences in
 
the critical
 
terms between
 
the hedged
 
item and
the hedging instrument such as maturity,
 
interest rate reset
 
frequency and discount curves as well as differences
 
between expected
and actual cash flows.
In addition, for hedging relationships
 
where the critical terms
 
of the hedged item match
 
the ones of the hedging instrument
 
such as
coupon, maturity,
 
and payment
 
frequency,
 
it is presumed
 
that by
 
construction, effectiveness
 
is expected
 
to be
 
within the range
 
of
80% to 125%.
Fair value hedging adjustments and discontinuation of hedge
 
accounting
Changes in
 
the fair
 
value of
 
derivatives that
 
are designated
 
and qualify as
 
fair value
 
hedges are
 
recorded in
 
the income
 
statement,
under net
 
trading income
 
together with
 
the changes
 
in the
 
fair value
 
of the hedged
 
assets or
 
liabilities that
 
are attributable
 
to the
hedged risk
 
(fair value
 
hedging adjustments).
 
Fair value
 
hedging adjustments
 
to the
 
hedged items
 
measured at
 
amortised cost
 
are
recorded as
 
part of their
 
carrying value in
 
the balance sheet,
 
with the exception
 
of hedging adjustments
 
for portfolios
 
of fixed rate
assets in the context of macro-hedging (see below).
The Group
 
discontinues hedge
 
accounting prospectively
 
in case the
 
hedging instrument
 
expires or
 
is sold, terminated
 
or exercised,
the hedge no
 
longer meets the
 
qualifying criteria for
 
hedge accounting, or
 
designation is revoked.
 
In such cases,
 
any adjustment
 
to
the carrying
 
amount of
 
the hedged
 
item, for
 
which the
 
effective
 
interest
 
method is
 
applied, is
 
amortized to
 
profit or
 
loss over
 
the
remaining period to maturity with
 
amortization commencing no later
 
than when the hedged item ceases to
 
be adjusted for changes
in its
 
fair value
 
attributable
 
to the
 
risk being
 
hedged. If
 
the hedged
 
item is
 
derecognised, the
 
unamortised fair
 
value adjustment
 
is
recognised immediately in the income statement
.
Portfolio hedging of interest rate risk (macro
 
-hedging)
With
 
reference
 
to
 
portfolio
 
hedging
 
of
 
interest
 
rate
 
risk,
 
a
 
dynamic
 
hedging
 
strategy
 
is
 
applied
 
according
 
to
 
which
 
the
 
Group
voluntarily designates
 
and de-designates
 
the hedge
 
relationship on
 
a monthly basis.
 
The Group
 
determines the
 
designated hedged
amount by
 
identifying portfolios
 
of homogenous
 
fixed rate
 
assets based on
 
their contractual
 
interest rates,
 
maturity and
 
other risk
characteristics. Assets within the identified portfolios
 
are allocated into repricing time
 
periods based on
 
their repricing/maturity dates
or interest
 
payment dates
 
with assumptions made for
 
expected prepayments
 
and capital repayments.
 
The hedging instruments
 
are
groups
 
of interest
 
rate
 
swaps replicating
 
in aggregate
 
the amortization
 
profile of
 
the assets
 
and designated
 
appropriately
 
to their
repricing time periods.
 
Following the above
 
allocation into time
 
buckets, the designated hedged
 
principal and the
 
resulting percentage
of the asset portfolio hedged (hedge ratio)
 
for each time bucket are determined.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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The dollar-offset
 
method also
 
applies to
 
portfolio hedging
 
of interest
 
rate
 
risk and
 
hedge effectiveness
 
is measured
 
on a
 
monthly
basis. For prospective effectiveness measurement,
 
the dollar-offset method involves
 
a comparison of the sensitivity of fair value to a
change of 1 basis point in interest
 
rates (Point Value
 
- PV01) between the hedging instruments and the
 
hedged assets. A PV01 offset
within the threshold
 
of 80% to
 
125% demonstrates
 
that the hedge
 
is expected
 
to be highly
 
effective. Retrospective
 
effectiveness
 
is
measured by comparing
 
fair value changes
 
of the designated portion
 
of the portfolio of
 
fixed-rate assets
 
attributable to the
 
hedged
risk, against the fair value changes of the derivatives,
 
to ensure that they are within an 80% to 125% range.
Fair Value hedging adjustments
 
do not affect the carrying amount of the hedged assets pool, but instead they form
 
part of loans and
advances to customers balance sheet line. Considering the designation and de-designation process
for a portfolio hedging of interest
rate risk is performed
 
on a monthly basis, the
 
hedging adjustments begin amortization
 
on the month they occur
 
over the expiration
of the designated time periods on a straight
 
line basis.
Furthermore, the pool of hedging instruments is managed
 
dynamically and therefore when
 
new derivatives are added in the pool
 
of
hedging instruments, they are included in the
 
next period’s hedge assessment and consequently the change in
 
fair value in the month
of their inception affects the P&L. Similarly,
 
when existing swaps are de-designated,
 
either to improve expected hedge
 
effectiveness
or to be liquidated, the respective change in fair value from de-designation up to the next designation
 
or liquidation date, affects the
P&L.
(ii) Cash flow hedging
The Group applies cash flow hedging to hedge exposures to variability in cash flows primarily attributable to the interest rate risk and
currency risk associated with a recognized asset
 
or liability or a highly probable forecast transaction.
The items that qualify for cash flow hedging include recognized assets and liabilities such as variable rate deposits
 
or loans measured
at amortized cost, variable rate debt
 
securities in issue and foreign currency variable rate loans. The interest
 
rate risk with respect to
the applicable benchmark rate may
 
be hedged using interest
 
rate swaps and cross
 
currency swaps. The foreign
 
currency risk may be
hedged using currency forwards and currency
 
swaps.
Furthermore, cash
 
flow hedging is
 
used for
 
hedging highly probable
 
forecast transactions
 
such as the
 
anticipated future
 
rollover of
short-term
 
deposits
 
or
 
repos
 
measured
 
at
 
amortized
 
cost.
 
Specifically,
 
the
 
forecast
 
variable
 
interest
 
payments
 
of
 
a
 
series
 
of
anticipated
 
rollovers
 
of these
 
financial liabilities
 
are aggregated
 
and hedged
 
as a
 
group with
 
respect to
 
changes in
 
the benchmark
interest rates, eliminating cash flow variability.
 
In addition, cash flow hedging applies to
 
hedges of currency risk arising from probable
forecasted sales of financial assets or
 
settlement of financial liabilities in foreign currency.
If the
 
hedged item
 
is documented
 
as a
 
forecast
 
transaction, the
 
Group
 
assesses and
 
verifies that
 
there is
 
a high
 
probability of
 
the
transaction occurring.
In order to assess the effectiveness
 
of cash flow hedges of interest
 
rate risk, the Group
 
uses regression analysis which demonstrates
that there is high
 
historical and expected future correlation between
 
the interest rate risk designated as
 
being hedged and
 
the interest
rate risk
 
of the hedging
 
instrument. For
 
assessing the effectiveness
 
of cash flow
 
hedges of currency
 
risk, the Group
 
uses the dollar-
offset method as it is described in section (i) above.
The effective
 
portion of changes
 
in the fair
 
value of derivatives
 
that are designated
 
and qualify as cash
 
flow hedges is recognized
 
in
other comprehensive income whereas the ineffective
 
portion is recognized in the income statement
 
under net trading income.
Amounts accumulated
 
in equity
 
are recycled
 
to the
 
income statement
 
in the
 
periods in which
 
the hedged
 
item will
 
affect profit
 
or
loss (for example, when the forecast
 
sale that is hedged takes place).
When a
 
hedging instrument
 
expires or
 
is sold,
 
or when
 
a hedge no
 
longer meets
 
the criteria
 
for hedge
 
accounting, the
 
cumulative
gain or loss existing in equity at that time remains
 
in equity until the forecast transaction
 
affects the income statement.
When a forecast
 
transaction is
 
no longer
 
expected to
 
occur,
 
the cumulative
 
gain or
 
loss that was
 
reported in
 
equity is immediately
transferred to the income
 
statement.
(iii) Net investment hedging
The Group
 
applies net
 
investment
 
hedging to
 
hedge exposures
 
to variability
 
in the
 
value of
 
a net
 
investment
 
in foreign
 
operation
associated with the translation of the investment’s
 
carrying amount into the Group’s
 
presentation currency.
 
 
 
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The Group invests in foreign subsidiaries, associates or other foreign operations with functional currencies different from the Group’s
presentation and
 
functional currency which
 
upon consolidation, their
 
carrying amount is
 
translated from
 
the functional currency
 
to
the
 
Group’s
 
presentation
 
currency
 
and
 
any
 
exchange
 
differences
 
are
 
deferred
 
in
 
OCI
 
until
 
the
 
net
 
investment
 
is
 
disposed
 
of
 
or
liquidated, at which time they are recognized
 
in the profit or loss.
The item
 
that qualifies
 
for
 
net investment
 
hedge accounting
 
is the
 
carrying amount
 
of the
 
net investment
 
in a
 
foreign
 
operation,
including monetary items that form part of the net
 
investment.
The
 
foreign
 
currency
 
exposure
 
that
 
arises
 
from
 
the
 
fluctuation
 
in
 
spot
 
exchange
 
rates
 
between
 
the
 
net
 
investment’s
 
functional
currency and the Group’s presentation currency may be
 
hedged using currency swaps, currency
 
forward contracts and their economic
equivalents, as well as cash instruments.
The effectiveness of net investment
 
hedges is assessed with the Dollar-Offset Method
 
as described above for fair value hedge.
Hedges of
 
net investments
 
in foreign
 
operations
 
are accounted
 
for
 
similarly to
 
cash flow
 
hedges. Any
 
gain or
 
loss on
 
the hedging
instrument relating to
 
the effective portion of the
 
hedge is recognized in equity;
 
the gain or loss relating
 
to the ineffective portion
 
is
recognized in the income statement.
 
Gains and losses accumulated in equity are included in the income statement
 
when the foreign
operation is disposed of as part of the gain or loss on the disposal.
(iv) Derivatives not designated as hedging instruments for hedge accounting
 
purposes
Changes
 
in the
 
fair
 
value
 
of derivative
 
financial instruments
 
that
 
are
 
entered
 
into
 
for
 
trading purposes
 
or as
 
economic hedges
 
of
assets, liabilities
 
or net
 
positions in
 
accordance with
 
the Group’s
 
hedging objectives
 
that may
 
not qualify
 
for hedge
 
accounting are
recognized in the income statement.
The fair
 
values of
 
derivative instruments
 
held for
 
trading, including
 
those entered
 
into as
 
economic hedges,
 
and hedge
 
accounting
purposes are disclosed in note 19.
2.2.4 Offsetting financial instruments
Financial
 
assets
 
and
 
liabilities
 
are
 
offset
 
and
 
the net
 
amount
 
is presented
 
in
 
the balance
 
sheet when,
 
and only
 
when,
 
the Group
currently
 
has a
 
legally enforceable
 
right to
 
set off
 
the recognized
 
amounts
 
and intends
 
either to
 
settle them
 
on a
 
net basis,
 
or to
realize the asset and settle the liability simultaneously.
2.2.5 Income statement
(i) Interest income and expense
Interest income and expense are recognized in the
 
income statement for all interest bearing financial instruments on an
 
accrual basis,
using
 
the effective
 
interest
 
rate
 
(EIR)
 
method. The
 
effective
 
interest
 
rate
 
is the
 
rate
 
that
 
exactly
 
discounts
 
estimated
 
future
 
cash
payments or receipts through the
 
expected life of the financial
 
instrument or, when appropriate, a shorter period to
 
the gross carrying
amount of the financial asset or to the amortized
 
cost of a financial liability. When
 
calculating the EIR for financial instruments
 
other
than purchased or originated credit-impaired, the Group estimates future cash flows considering all contractual terms of the financial
instrument
 
but does
 
not
 
consider
 
expected
 
credit
 
losses.
 
For
 
purchased
 
or originated
 
credit
 
impaired
 
(POCI) financial
 
assets,
 
the
Group
 
calculates
 
the
 
credit-adjusted
 
EIR,
 
which
 
is
 
the
 
interest
 
rate
 
that
 
upon
 
the
 
original
 
recognition
 
of
 
the
 
POCI
 
financial
 
asset
discounts the estimated future cash flows
 
(including expected credit losses) to the fair
 
value of the POCI asset.
The
 
amortized
 
cost
 
of
 
a
 
financial asset
 
or
 
liability
 
is
 
the
 
amount
 
at
 
which
 
it
 
is
 
measured
 
upon
 
initial
 
recognition
 
minus
 
principal
repayments, plus
 
or minus cumulative
 
amortization using
 
the EIR (as
 
described above)
 
and for
 
financial assets it
 
is adjusted
 
for the
expected credit loss allowance. The gross carrying amount of a
 
financial asset is its amortized cost before adjusting for ECL allowance.
The EIR calculation includes fees and points paid
 
or received that are an integral part
 
of the effective interest rate,
 
transaction costs,
and other premiums or discounts. Transaction costs include incremental costs that are directly attributable to the acquisition or issue
of a financial asset or liability.
The Group calculates interest
 
income and expense by applying the EIR to
 
the gross carrying amount of non-impaired
 
financial assets
(exposures in Stage 1 and 2) and to the amortized
 
cost of financial liabilities respectively.
For financial assets
 
that have
 
become credit-impaired
 
subsequent to
 
initial recognition (exposures
 
in Stage 3),
 
the Group calculates
interest income by applying the effective interest rate to the amortized cost of the financial asset (i.e. gross carrying amount adjusted
 
 
 
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Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
for the
 
expected credit
 
loss allowance).
 
If the
 
asset is no
 
longer credit-impaired,
 
then the EIR
 
is applied
 
again to
 
the gross
 
carrying
amount with the exception of POCI assets for
 
which interest income does not revert
 
to gross basis calculation.
For inflation-linked
 
instruments the
 
Group recognizes
 
interest
 
income and
 
expense by
 
adjusting the
 
effective interest
 
rate on
 
each
reporting period due
 
to changes in
 
expected future cash
 
flows, incorporating
 
changes in inflation
 
expectations over
 
the term of the
instruments.
 
The adjusted
 
effective
 
interest
 
rate
 
is applied
 
in order
 
to calculate
 
the new
 
gross carrying
 
amount on
 
each reporting
period.
The changes to
 
the basis for
 
determining the
 
financial instruments’
 
contractual cash
 
flows, required
 
in the context
 
of IBOR reform,
are accounted for as an update to
 
the instruments’ EIR.
Interest income
 
and expense are
 
presented separately
 
in the income statement
 
for all interest
 
bearing financial instruments
 
within
net interest income.
(ii) Fees and commissions
Fee and commission received
 
or paid that are
 
integral to the effective interest rate on a
 
financial asset or
 
financial liability are included
in the effective interest
 
rate.
Other
 
fee
 
and
 
commission
 
income
 
such
 
as
 
account
 
servicing
 
and
 
asset
 
management
 
fees
 
(including
 
performance
 
based
 
fees)
 
is
recognised
 
over
 
time
 
as
 
the
 
related
 
services
 
are
 
being
 
provided
 
to
 
the
 
customer,
 
to
 
the
 
extent
 
that
 
it
 
is
 
highly
 
probable
 
that
 
a
significant reversal
 
of the revenue
 
amount recognized
 
will not occur.
 
Transaction-based
 
fees such as
 
foreign exchange
 
transactions,
imports-exports, remittances,
 
bank charges and
 
brokerage
 
activities are recognised
 
at the point
 
in time when the
 
transaction takes
place. Other
 
fee
 
and
 
commission
 
expenses
 
relate
 
mainly
 
to
 
transaction
 
and service
 
fees,
 
which
 
are
 
expensed
 
as
 
the
 
services are
received.
In the case of a contract
 
with a customer that results
 
in the recognition of a financial
 
instrument in the Group’s
 
financial statements
which may
 
be partially
 
in the
 
scope of
 
IFRS 9
 
and partially
 
in the
 
scope of
 
IFRS 15,
 
the Group
 
first
 
applies IFRS
 
9 to
 
separate
 
and
measure the part of the contract that is in the scope of
 
IFRS 9 and subsequently applies IFRS 15 to the residual part.
2.2.6 Property, equipment and Investment
 
property
(i) Property and equipment
Property
 
and
 
equipment
 
are
 
stated
 
at
 
cost
 
less
 
accumulated
 
depreciation
 
and
 
accumulated
 
impairment
 
losses.
 
Cost
 
includes
expenditure that
 
is directly attributable
 
to the acquisition
 
of the asset. Subsequent
 
expenditure is recognized
 
in the asset's carrying
amount only
 
when it
 
is probable
 
that
 
future economic
 
benefits will
 
flow to
 
the Group
 
and the
 
cost of
 
the asset
 
can be
 
measured
reliably. All other repair
 
and maintenance costs are recognized in
 
the income statement as incurred.
Depreciation is calculated
 
using the straight-line method
 
to write down the cost
 
of property and equipment,
 
to their residual values
over their estimated useful life as follows:
-
Land: no depreciation;
-
Freehold buildings: 40-50 years and up to 70 years
 
(for specific strategic properties constructed
 
or heavily renovated according
to the best practices and guidelines of sustainable construction
 
and renovation, using resilient materials
 
and designs);
-
Leasehold improvements: over the lease term or
 
the useful life of the asset if shorter;
-
Computer hardware and related
 
integral software: 4-10 years;
-
Other furniture and equipment: 4-20 years; and
-
Motor vehicles: 5-7 years.
(ii) Investment property
Property
 
held
 
for
 
rental
 
yields and/or
 
capital
 
appreciation
 
that
 
is not
 
occupied by
 
the
 
Group’s
 
entities
 
is classified
 
as
 
investment
property.
Investment property is measured initially at its cost, including related transaction costs. Under fair value model of IAS 40
 
“Investment
property” after initial
 
recognition, investment
 
property is carried
 
at fair
 
value as determined
 
by independent
 
certified valuers,
 
with
 
 
 
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any change therein
 
recognized in
 
income statement.
 
Investment property
 
under construction is
 
measured at fair
 
value only if it
 
can
be measured reliably.
Subsequent expenditure is charged to the asset’s
 
carrying amount 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. Repairs and maintenance costs are recognized
to the income statement during the financial
 
period in which they are incurred.
Investment property is derecognised
 
when disposed or when it is permanently withdrawn
 
from use and there is no future economic
benefit expected from its disposal. Any
 
arising gain or loss (calculated as the difference
 
between the net proceeds from disposal and
the carrying amount of the asset) is recognized in income
 
statement.
If an
 
investment
 
property
 
becomes
 
owner-occupied,
 
it is
 
reclassified
 
as
 
property
 
and equipment
 
and its
 
fair
 
value
 
at
 
the date
 
of
reclassification becomes its deemed cost. If an item of property and equipment becomes an investment property because its use has
changed, any resulting
 
decrease between the
 
carrying amount and the
 
fair value of this
 
item at the date
 
of transfer
 
is recognized in
income statement
 
while any resulting
 
increase, to the extent
 
that the increase
 
reverses previous
 
impairment loss for
 
that property,
is
 
recognized
 
in
 
income
 
statement
 
while
 
any
 
remaining
 
part
 
of
 
the
 
increase
 
is
 
recognized
 
in
 
other
 
comprehensive
 
income
 
and
increases the revaluation surplus within equity.
If a
 
repossessed asset
 
becomes investment
 
property,
 
any difference
 
between the
 
fair value
 
of the
 
property at
 
the date
 
of transfer
and its previous carrying amount is recognized
 
in income statement.
Reclassifications among own used, repossessed assets and
 
investment properties may occur when there is
 
a change in the
 
use of such
properties. Additionally,
 
an investment property
 
may be reclassified to ‘non-current
 
assets held for sale’ category
 
to the extent that
the criteria described in note 2.2.25 are met.
2.2.7 Intangible assets
(i) Goodwill
Goodwill represents the excess of the aggregate of the fair value of the consideration
 
transferred, the amount of any non-controlling
interest
 
and the
 
acquisition date
 
fair value
 
of any
 
previously held
 
equity interest
 
in the
 
acquiree over
 
the fair
 
value of
 
the Group’s
share of net identifiable assets and contingent liabilities acquired. Goodwill
 
arising on business combinations is included
 
in ‘intangible
assets’ and is measured at cost less accumulated impairment
 
losses.
Goodwill arising on acquisitions of associates and jointly controlled entities is neither disclosed nor tested separately for impairment,
but instead is included in ‘investments
 
in associates’ and ‘investments in jointly
 
controlled entities’.
(ii) Computer software
Costs
 
associated
 
with
 
the
 
maintenance
 
of
 
existing
 
computer
 
software
 
programs
 
are
 
expensed
 
as
 
incurred.
 
Development
 
costs
associated
 
with
 
the
 
production
 
of
 
identifiable
 
assets
 
controlled
 
by
 
the
 
Group
 
are
 
recognized
 
as
 
intangible
 
assets
 
when
 
they
 
are
expected to generate economic benefits and can be measured reliably. Internally
 
generated computer software assets are amortized
using the straight-line method over 4 years,
 
except for core systems
 
whose useful life may extend up to
 
20 years.
(iii) Other intangible assets
Other
 
intangible
 
assets
 
are
 
assets that
 
are
 
separable
 
or arise
 
from
 
contractual
 
or other
 
legal
 
rights
 
and are
 
amortized
 
over
 
their
estimated useful lives. These include intangible
 
assets acquired in business combinations.
Intangible assets that have an indefinite
 
useful life are not subject to amortization
 
and are tested annually for impairment.
2.2.8 Impairment of non-financial assets
(i) Goodwill
Goodwill arising
 
on business combinations
 
is not amortized
 
but tested
 
for impairment
 
annually or more
 
frequently if
 
there are
 
any
indications
 
that
 
impairment
 
may
 
have
 
occurred.
 
The
 
Group’s
 
impairment
 
test
 
is
 
performed
 
each
 
year
 
end.
 
The
 
Group
 
considers
external
 
information
 
such
 
as
 
prevailing
 
economic
 
conditions,
 
persistent
 
slowdown
 
in
 
financial
 
markets,
 
volatility
 
in
 
markets
 
and
changes in levels of market and exchange risk, an unexpected decline in an asset’s market value or market
 
capitalization being below
the book value of
 
equity, together with a deterioration in internal performance indicators, in assessing
 
whether there is any indication
of impairment.
 
 
 
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For the purpose of impairment testing,
 
goodwill acquired in a business combination
 
is allocated to each Cash
 
Generating Unit (CGU)
or
 
groups
 
of
 
CGUs that
 
are
 
expected
 
to
 
benefit
 
from
 
the synergies
 
of
 
the
 
combination.
 
Each
 
unit
 
or group
 
of units
 
to
 
which the
goodwill is allocated represents the lowest level within the Group at which goodwill is monitored for internal management purposes.
The Group monitors goodwill either at the separate legal entity level or group of legal entities consistent with the internal monitoring
of operating segments.
The Group impairment model compares the carrying
 
value of a CGU or
 
group of CGUs with its
 
recoverable amount. The carrying value
of a CGU
 
is based on
 
the assets and
 
liabilities of each
 
CGU. The
 
recoverable
 
amount is
 
determined on
 
the basis of
 
the value-in-use
which is the present value of the future cash flows expected to be derived from the
 
CGU or group of CGUs. The estimated future cash
flows are discounted
 
to their present
 
value using a pre
 
-tax discount
 
rate that reflects
 
current market
 
assessments of the time
 
value
of money and the risks specific to the asset or CGU and the countries where
 
the CGUs operate.
An impairment loss arises if the carrying amount of an asset or CGU exceeds its recoverable amount,
 
and is recognized in the income
statement.
 
Impairment
 
losses
 
are
 
not
 
subsequently
 
reversed.
 
Gains
 
and
 
losses
 
on
 
the
 
disposal
 
of
 
an
 
entity
 
include
 
the
 
carrying
amount of goodwill relating to the entity sold.
(ii) Other non-financial assets
Other non-financial assets, including property and equipment and other intangible assets, are assessed for indications of impairment
at each reporting date
 
by considering both external
 
and internal sources of information
 
such as a significant reduction
 
in the asset’s
value
 
and
 
evidence
 
that
 
the
 
economic
 
performance
 
of
 
the
 
asset
 
is
 
or
 
will
 
be
 
worse
 
than
 
expected.
 
When
 
events
 
or
 
changes
 
in
circumstances indicate
 
that the carrying amount may
 
not be recoverable,
 
an impairment loss is recognized
 
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,
 
where
 
applicable.
 
Non-financial
 
assets,
 
other than
 
goodwill, for
 
which an
 
impairment
 
loss was
recognized in prior reporting periods, are reviewed
 
for possible reversal of such impairment at
 
each reporting date.
Impairment losses arising from the Group’s
 
associates and joint ventures are determined
 
in accordance with this accounting policy.
2.2.9 Financial assets
Financial assets - Classification and measurement
The
 
Group
 
classifies
 
financial
 
assets
 
based
 
on
 
the
 
business
 
model
 
for
 
managing
 
those
 
assets
 
and
 
their
 
contractual
 
cash
 
flow
characteristics. Accordingly, financial assets are classified into
 
one of the
 
following measurement categories: amortized cost, fair
 
value
through other comprehensive income or fair
 
value through profit or loss.
Purchases and
 
sales of
 
financial assets
 
are recognized
 
on trade
 
date, which
 
is the
 
date the
 
Group commits
 
to purchase
 
or sell
 
the
assets. Loans originated by the Group are recognized
 
when cash is advanced to the borrowers.
Financial Assets measured at Amortized Cost (‘AC’)
The Group classifies and measures
 
a financial asset at AC only
 
if both of the following conditions
 
are met and is not designated
 
as at
FVTPL:
(a) The
 
financial asset
 
is held within
 
a business model
 
whose objective
 
is to
 
collect contractual
 
cash flows
 
(hold-to-collect business
model) and
(b) The
 
contractual
 
terms of
 
the financial
 
asset give
 
rise on
 
specified dates
 
to cash
 
flows that
 
are solely
 
payments of
 
principal and
interest on the principal amount outstanding
 
(SPPI).
These financial
 
assets are
 
recognized initially
 
at fair
 
value plus
 
or minus direct
 
and incremental
 
transaction costs
 
and fees
 
received
that are attributable to the acquisition of these assets, and are subsequently measured at amortized cost, using the effective interest
rate (EIR) method (as described in note 2.2.5 above).
Interest
 
income, realized
 
gains and
 
losses on derecognition,
 
and changes
 
in expected
 
credit losses
 
from assets
 
classified at
 
AC, are
included in the income statement.
 
 
 
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Financial Assets measured at Fair Value through Other
 
Comprehensive Income (‘FVOCI’)
The Group classifies and measures a financial asset at FVOCI only if both of the following conditions are
 
met and is not designated as
at FVTPL:
(a) The financial asset
 
is held within a
 
business model whose objective
 
is achieved by both collecting
 
contractual cash flows and selling
financial assets (hold-to-collect-and-sell business
 
model) and
(b) The contractual terms of the financial asset give rise on specified dates
 
to cash flows that are SPPI.
Financial
 
assets
 
that
 
meet
 
these
 
criteria
 
are
 
debt
 
instruments
 
and
 
are
 
measured
 
initially
 
at
 
fair
 
value,
 
plus
 
or
 
minus
 
direct
 
and
incremental transaction costs that
 
are attributable to the acquisition of these assets.
Subsequent
 
to
 
initial recognition,
 
FVOCI
 
debt
 
instruments
 
are
 
re-measured
 
at
 
fair
 
value
 
through
 
OCI, except
 
for
 
interest
 
income,
related foreign exchange gains
 
or losses and expected credit losses, which are recognized in the income statement.
 
Cumulative gains
and losses previously recognized in OCI are transferred from OCI to the income statement when the debt instrument is
 
derecognised.
Equity Instruments designated at FVOCI
The Group may make an irrevocable election to
 
designate an equity instrument at FVOCI.
 
This designation, if elected, is
 
made at initial
recognition
 
and on
 
an
 
instrument
 
by
 
instrument
 
basis.
 
Gains and
 
losses
 
on these
 
instruments,
 
including when
 
derecognized,
 
are
recorded
 
in
 
OCI
 
and
 
are
 
not
 
subsequently
 
reclassified
 
to
 
the
 
income
 
statement.
 
Dividends
 
received
 
are
 
recorded
 
in
 
the
 
income
statement.
Financial Assets measured at Fair Value through Profit
 
and Loss (“FVTPL”)
The
 
Group
 
classifies
 
and
 
measures
 
all
 
other
 
financial
 
assets
 
that
 
are
 
not
 
classified
 
at
 
AC
 
or
 
FVOCI,
 
at
 
FVTPL.
 
Accordingly,
 
this
measurement category
 
includes debt instruments such as loans and
 
debt securities that are held within the
 
hold–to-collect (HTC) or
hold-to-collect-and-sell
 
models (HTCS),
 
but fail
 
the SPPI
 
assessment, equities
 
that are
 
not designated
 
at FVOCI
 
and financial
 
assets
held
 
for
 
trading.
 
Derivative
 
financial
 
instruments
 
are
 
measured
 
at
 
FVTPL
 
with
 
changes
 
in
 
fair
 
value
 
recognized
 
in
 
the
 
income
statement, unless they are designated
 
as effective hedging instruments,
 
where hedge accounting requirements
 
under IAS 39 apply.
Furthermore, a financial asset that meets the above conditions
 
to be classified at AC or FVOCI, may be irrevocably
 
designated by the
Group at
 
FVTPL at
 
initial recognition,
 
if doing
 
so eliminates,
 
or significantly
 
reduces an
 
accounting mismatch
 
that would
 
otherwise
arise.
Financial assets measured at FVTPL are initially recorded at fair value
 
and any unrealized gains or losses arising due to changes in fair
value are included in the income statement.
Business model and contractual characteristics assessment
The business model assessment
 
determines how the
 
Group manages a
 
group of assets
 
to generate cash
 
flows. That is,
 
whether the
Group's objective
 
is solely
 
to collect
 
contractual
 
cash flows
 
from the
 
asset, to
 
realize cash
 
flows from
 
the sale
 
of assets,
 
or both to
collect contractual cash flows and cash flows
 
from the sale of assets. In addition, the business model is determined after aggregating
the financial assets into groups (business lines) which are managed
 
similarly rather than at an individual instrument’s
 
level.
The business
 
model is
 
determined
 
by the
 
Group’s
 
key
 
management personnel
 
consistently
 
with the
 
operating
 
model, considering
how financial assets are managed
 
in order to generate cash flows, the objectives and
 
how performance of each
 
portfolio is monitored
and reported and any available information
 
on past sales and on future sales’ strategy,
 
where applicable.
Accordingly,
 
in making
 
the above
 
assessment, the
 
Group
 
will consider
 
a number
 
of factors
 
including the
 
risks associated
 
with the
performance of
 
the business model
 
and how those
 
risks are evaluated
 
and managed, the
 
related personnel
 
compensation, and the
frequency, volume
 
and reasons of past sales, as well as expectations about future
 
sales activity.
Types of business models
The Group’s business
 
models fall into three categories, which
 
are indicative of the key strategies
 
used to generate returns.
The hold-to-collect (HTC) business model has the objective to hold the
 
financial assets in order to collect contractual cash flows. Sales
within
 
this
 
model
 
are
 
monitored
 
and
 
may
 
be
 
performed
 
for
 
reasons
 
which
 
are
 
not
 
inconsistent
 
with
 
this
 
business
 
model.
 
More
specifically, sales
 
of financial assets due
 
to credit deterioration,
 
as well as sales close
 
to the maturity
 
are considered consistent
 
with
 
 
 
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31 December 2022 Consolidated Financial Statements
the objective of
 
hold-to-collect contractual
 
cash flows regardless
 
of value and
 
frequency.
 
Sales for other
 
reasons may
 
be consistent
with the HTC model such as liquidity
 
needs in any stress case scenario or sales
 
made to manage high concentration level of credit risk.
Such sales
 
are monitored
 
and assessed
 
depending on
 
frequency and
 
value to
 
conclude whether
 
they are
 
consistent
 
with the
 
HTC
model. Debt instruments
 
classified within this business
 
model include bonds, due
 
from banks and
 
loans and advances to
 
customers
including securitized notes issued by special purpose entities established by the Group and recognized in its balance sheet, which are
measured at amortized cost, subject to
 
meeting the SPPI assessment criteria.
The
 
hold-to-collect-and-sell
 
business
 
model
 
(HTC&S)
 
has
 
the
 
objective
 
both
 
to
 
collect
 
contractual
 
cash
 
flows
 
and
 
sell
 
the
 
assets.
Activities such as liquidity management, interest
 
yield and duration are consistent with this
 
business model, while sales of assets are
integral to achieving the objectives of this business model. Debt instruments classified within this business model include investment
securities which are measured at FVOCI, subject to meeting the SPPI assessment
 
criteria.
Other business models
 
include financial assets
 
which are managed
 
and evaluated
 
on a fair
 
value basis as
 
well as portfolios
 
that are
held for trading. This is a residual category for financial assets not meeting the criteria of the business models of
 
HTC or HTC&S, while
the collection of contractual cash flows may
 
be incidental to achieving the business models’ objective.
The Group’s
 
business models
 
are
 
reassessed
 
at
 
least
 
annually or
 
earlier,
 
if there
 
is a
 
sales’ assessment
 
trigger or
 
if there
 
are
 
any
changes in the Bank’s strategy
 
and main activities, as evidenced by the Bank’s
 
business plan, budget and NPE strategy.
Cash flow characteristics assessment
For a financial
 
instrument to be
 
measured at AC
 
or FVOCI, its
 
contractual terms
 
must give rise
 
on specified dates
 
to cash flows
 
that
are solely payments of principal and interest
 
(SPPI) on the principal amount outstanding.
In assessing whether
 
the contractual
 
cash flows
 
are SPPI,
 
the Group will
 
consider whether
 
the contractual
 
terms of
 
the instrument
are consistent with a basic lending
 
arrangement i.e. interest includes only consideration for the time
 
value of money, credit risk, other
basic lending
 
risks
 
and a
 
profit margin.
 
On the
 
initial recognition
 
of a
 
financial asset,
 
an assessment
 
is performed
 
of whether
 
the
financial asset contains
 
a contractual
 
term that could
 
change the amount
 
or timing of
 
contractual cash
 
flows in a
 
way that
 
it would
not be consistent with the above condition. Where the contractual terms introduce exposure to risk or volatility that are inconsistent
with a basic lending
 
arrangement, the related
 
financial asset is considered
 
to have failed
 
the SPPI assessment and
 
will be measured
at FVTPL.
For the purpose of the SPPI assessment, the Group considers the existence of various features, including among others, contractually
linked terms, prepayment terms, deferred interest
 
-free payments, extension and equity conversion options and terms that introduce
leverage
 
including
 
index
 
linked
 
payments,
 
features
 
that
 
change
 
contractual
 
cash
 
flows
 
based
 
on
 
the
 
borrower
 
meeting
 
certain
contractually
 
specified environmental,
 
social
 
and governance
 
(ESG)
 
targets.
 
Moreover,
 
for
 
the securitized
 
notes
 
issued
 
by special
purpose entities and held by
 
the Group, the cash
 
flow characteristics of the
 
notes and the underlying pool
 
of financial assets as well
as the credit risk inherent in each securitization’s
 
tranche compared to the credit risk
 
of all of the underlying pool of financial assets,
are considered.
In case of
 
special lending arrangements such
 
as non-recourse loans,
 
in its assessment
 
of the SPPI
 
criterion, the Group considers
 
various
factors
 
such
 
as
 
the
 
nature
 
of
 
the
 
borrower
 
and
 
its
 
business,
 
the
 
pricing
 
of
 
the
 
loans,
 
whether
 
it
 
participates
 
in
 
the
 
economic
performance of the
 
underlying asset and
 
the extent to
 
which the collateral
 
represents all
 
or a substantial
 
portion of the borrower’s
assets. Moreover,
 
for non-recourse
 
loans, the Group
 
takes into
 
consideration the
 
borrower’s adequacy
 
of loss absorbing
 
capital by
assessing jointly the criteria of equity
 
sufficiency, Loan to
 
Value ratio (LTV),
 
the Average Debt Service Coverage
 
ratio (ADSCR) as well
as the existence of corporate
 
and personal guarantees.
In certain cases when
 
the time value of
 
money element is modified
 
in that the financial
 
asset’s interest
 
rate is periodically
 
reset but
the reset frequency
 
does not match
 
the tenor of
 
the interest
 
rate or when
 
a financial asset’s
 
interest rate
 
is periodically reset
 
to an
average of particular short-term and long-term
 
interest rates, a quantitative assessment is
 
performed (the “Benchmark Test”) in order
to determine whether the contractual cash
 
flows are SPPI.
In particular,
 
the Group
 
assesses the contractual
 
cash flows
 
of the “real
 
instrument”,
 
whose interest
 
rate is
 
reset with
 
a frequency
that does not match
 
the tenor of the
 
interest rate, and those of the
 
“benchmark instrument”, which are identical in all
 
respects except
that the tenor of the
 
interest rate
 
matches exactly the
 
interest period.
 
If the undiscounted cash
 
flows of the former
 
are significantly
different
 
from the
 
benchmark cash
 
flows due
 
to the
 
modified time value
 
of money
 
element, the
 
financial asset
 
does not
 
meet the
SPPI criterion. In its assessment, the Group considers
 
both the effect of the modified time value of money element
 
in each reporting
 
 
 
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31 December 2022 Consolidated Financial Statements
period
 
and
 
cumulatively
 
over
 
the
 
life
 
of
 
the
 
instrument.
 
This
 
is
 
done,
 
as
 
far
 
as
 
the
 
lifetime
 
of
 
the
 
instrument
 
is
 
concerned,
 
by
comparing
 
the
 
cumulative
 
projected
 
undiscounted
 
cash
 
flows
 
of
 
the
 
real
 
and the
 
benchmark
 
instrument,
 
and
 
for
 
each
 
quarterly
reporting period,
 
by comparing
 
the projected
 
undiscounted
 
cash flows
 
of the
 
two instruments
 
for that
 
quarterly reporting
 
period,
based on predefined thresholds.
In addition, for the
 
purposes of the SPPI
 
assessment, if a contractual feature could have an
 
effect that is de-minimis on
 
the contractual
cash flows of the financial
 
asset, it does not affect
 
its classification. Moreover,
 
a contractual feature
 
is considered as not
 
genuine by
the
 
Group,
 
if it
 
affects
 
the
 
instrument’s
 
contractual
 
cash
 
flows
 
only
 
on
 
the
 
occurrence
 
of
 
an
 
event
 
that
 
is extremely
 
rare,
 
highly
abnormal and very unlikely to occur.
 
In such a case, it does not affect the instrument’s
 
classification.
The Group performs the SPPI assessment for its
 
lending exposures on a product basis for the
 
retail and part of the wholesale portfolio
where contracts are of standardized form, whereas for the remaining wholesale portfolio, securitized notes issued by special purpose
entities,
 
either established by the Group or third parties, and held by the Group,
 
and debt securities the assessment is performed on
an individual basis.
 
Derecognition of financial assets
The
 
Group
 
derecognizes
 
a
 
financial
 
asset
 
when
 
its
 
contractual
 
cash
 
flows
 
expire,
 
or
 
the
 
rights
 
to
 
receive
 
those
 
cash
 
flows
 
are
transferred in an outright sale in which substantially all risks and rewards of ownership
 
have been transferred. In addition, a financial
asset is derecognized
 
even if rights
 
to receive cash
 
flows are retained
 
but at the same
 
time the Group
 
assumes an obligation
 
to pay
the received cash flows without a material delay (pass through agreement) or when substantially all
 
the risks and rewards are neither
transferred
 
nor retained
 
but the Group
 
has transferred
 
control of
 
the asset. Control
 
is transferred
 
if, and
 
only if,
 
the transferee
 
has
the practical ability to sell
 
the asset in its entirety to
 
unrelated third party and is able to
 
exercise that ability unilaterally
 
and without
imposing additional restrictions on the transfer.
The main transactions that are subject to the above de-recognition
 
rules are securitization transactions, repurchase
 
agreements and
stock lending
 
transactions. In
 
the case of
 
securitization transactions,
 
in order
 
to assess the
 
application of
 
the above
 
mentioned de-
recognition
 
principles,
 
the
 
Group
 
considers
 
the
 
structure
 
of
 
each
 
securitization
 
transaction
 
including
 
its
 
exposure
 
to
 
the
 
more
subordinated
 
tranches
 
of
 
the
 
notes
 
issued
 
and/or
 
credit
 
enhancements
 
provided
 
to
 
the
 
special
 
purpose
 
entities,
 
as
 
well
 
as
 
the
securitization’s contractual
 
terms that may indicate that the Group retains control of the underlying assets. In the case of repurchase
transactions and stock lending, the assets transferred
 
are not derecognised since the terms of the transaction
 
entail the retention of
all their risks and rewards.
On derecognition of
 
a financial asset,
 
the difference
 
between the carrying
 
amount of the
 
asset and the sum
 
of (i) the consideration
received
 
(including
 
any
 
new
 
asset
 
obtained
 
less
 
any
 
new
 
liability
 
assumed)
 
and
 
(ii)
 
any
 
cumulative
 
gain
 
or
 
loss
 
that
 
had
 
been
recognized
 
in OCI
 
for
 
financial assets
 
at FVOCI,
 
is recognized
 
in income
 
statement,
 
except
 
for
 
cumulative
 
gains or
 
losses of
 
FVOCI
equity instruments which are not reclassified from OCI to
 
income statement at the date
 
of derecognition.
Modification of financial assets that may result in derecognition
In addition,
 
derecognition of
 
financial asset
 
arises when
 
its contractual
 
cash flows
 
are modified
 
and the
 
modification is
 
considered
substantial enough so that the original asset is derecognized and a new one is recognised. The Group
 
records the modified asset as a
‘new’ financial asset at fair value plus any eligible transaction costs and the difference with the carrying amount of the existing one is
recorded in the income statement
 
as derecognition gain or loss.
The Group may
 
modify the contractual
 
terms of a lending exposure
 
either as a concession granted
 
to a client facing
 
or that is about
to
 
face
 
financial
 
difficulties
 
or
 
due
 
to
 
other
 
commercial
 
reasons
 
such
 
as
 
changes
 
in
 
market
 
conditions,
 
competition
 
or
 
customer
retention.
Modifications that may result in derecognition
 
include:
change in borrower,
change in the currency that the lending exposure is denominated,
debt consolidation features
 
where two or more consumer
 
unsecured lending contracts
 
are consolidated into a
 
single new secured
lending agreement,
 
 
 
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Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
the removal or addition
 
of conversion features
 
and/or profit sharing mechanisms
 
and similar terms which
 
are relevant to
 
the SPPI
assessment.
In addition,
 
the Group
 
may occasionally
 
enter,
 
in the
 
context
 
of loans’
 
modifications, into
 
debt-for-equity
 
transactions.
 
These are
transactions where the terms of a lending exposure
 
are renegotiated and as a result,
 
the borrower issues equity instruments (voting
or no
 
voting) in
 
order to
 
extinguish part
 
or all
 
of its
 
financial liability
 
to the
 
Group. Such
 
transactions
 
may include
 
also exercise
 
of
conversion rights embedded into
 
convertible or exchangeable bonds
 
and enforcement of shares held as collateral.
In debt-for-equity transactions, the
 
modified loan is derecognized while the
 
equity instruments received in
 
exchange are recognized
at their fair value, with any resulting gain
 
or loss recognized in the Group’s
 
income statement.
2.2.10 Reclassifications of financial assets
The Group reclassifies a financial
 
asset only when it changes its business
 
model for managing financial assets. Generally,
 
a change in
the business model is expected to be rare and occurs when the Group either begins or ceases to perform an activity that is significant
to its operations; for
 
example, when a business
 
line is acquired, disposed of or
 
terminated. In the rare
 
event when there is
 
a change
to the existing business
 
models, the updated assessment
 
is approved by the Group’s
 
competent Committees and
 
the amendment is
reflected appropriately in the Group’s
 
budget and business plan.
Changes
 
in intention
 
related
 
to particular
 
financial assets
 
(even in
 
circumstances
 
of significant
 
changes in
 
market
 
conditions), the
temporary disappearance of
 
a particular market for
 
financial assets or a transfer
 
of financial assets between parts of the
 
Group with
different business models, are not
 
considered by the Group changes in business model.
The reclassification
 
is applied
 
prospectively
 
from the
 
reclassification
 
date,
 
therefore
 
previously
 
recognized
 
gains,
 
losses (including
impairment losses) or interest are not restated.
2.2.11 Financial liabilities
Financial liabilities - Classification and measurement
The Group
 
classifies its
 
financial liabilities
 
in the
 
following
 
categories: financial
 
liabilities measured
 
at amortized
 
cost and
 
financial
liabilities measured at fair-value-through
 
-profit-or-loss (FVTPL).
Financial liabilities at
 
fair-value-through-profit-or-loss
 
comprise two sub
 
categories: financial liabilities
 
held for trading
 
and financial
liabilities designated at fair-value-through
 
-profit-or-loss upon initial recognition.
Financial liabilities
 
held for
 
trading, which
 
include short positions
 
of debt
 
securities (sold but
 
not yet
 
purchased), are
 
liabilities that
the Group
 
incurs principally
 
for
 
the purpose
 
of repurchasing
 
in the
 
near term
 
for
 
short term
 
profit
 
or in
 
the context
 
of economic
hedging strategies of groups of assets
 
and/or liabilities or net positions for which hedge accounting
 
is not applied.
The Group
 
may,
 
at initial
 
recognition,
 
irrevocably
 
designate financial
 
liabilities at
 
fair-value-through-profit-or-loss
 
when one
 
of the
following criteria is met:
the designation eliminates or significantly
 
reduces an accounting mismatch
 
which would otherwise arise from measuring assets
 
or
liabilities or recognising the gains and losses on them on different
 
bases; or
a group of financial liabilities
 
or financial assets and financial liabilities
 
is managed and its performance
 
is evaluated on
 
a fair value
basis in accordance with a documented risk management or
 
investment strategy; or
the financial liability contains one or more embedded derivatives as components of a
 
hybrid contract which significantly modify the
cash flows that otherwise would be required by the
 
contract.
Financial liabilities held for trading or designated at FVTPL are initially recognized at fair value. Changes in fair value are recognized
 
in
the income statement,
 
except for
 
changes in fair
 
value attributable
 
to changes in
 
the Group’s
 
own credit risk,
 
which are recognised
in OCI and are
 
not subsequently reclassified to the
 
income statement upon derecognition of the liabilities.
 
However, if such treatment
creates or enlarges an accounting mismatch in the income statement,
 
all gains or losses of this financial liability, including the effects
of changes in the credit risk, are recognized in
 
the income statement.
 
 
 
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Derecognition of financial liabilities
A
 
financial
 
liability
 
is
 
derecognized
 
when
 
the
 
obligation
 
under
 
the
 
liability
 
is
 
discharged,
 
cancelled
 
or
 
expires.
 
When
 
an
 
existing
financial liability of the Group is replaced by another from the same counterparty on substantially different
 
terms, or the terms of an
existing liability are
 
substantially modified,
 
such an exchange
 
or modification is
 
treated as
 
an extinguishment of
 
the original liability
and the recognition of a new liability and any difference
 
arising is recognized in the income statement.
The Group considers
 
the terms to be
 
substantially different,
 
if the discounted present
 
value of the cash
 
flows under the new
 
terms,
including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from
the discounted present value of the remaining
 
cash flows of the original financial liability.
If an
 
exchange
 
of debt
 
instruments
 
or modification
 
of terms
 
is accounted
 
for as
 
an extinguishment,
 
any costs
 
or fees
 
incurred are
recognized as part of
 
the gain or
 
loss on
 
the extinguishment. If
 
the exchange or modification
 
is not
 
accounted for as an
 
extinguishment,
any
 
costs
 
or fees
 
incurred
 
adjust the
 
carrying amount
 
of the
 
liability and
 
are amortized
 
over the
 
remaining
 
term
 
of the
 
modified
liability.
Similarly,
 
when
 
the
 
Group
 
repurchases
 
any
 
debt
 
instruments
 
issued
 
by
 
the
 
Group,
 
it
 
accounts
 
for
 
such
 
transactions
 
as
 
an
extinguishment of debt.
2.2.12 Fair value measurement of financial instruments
Fair
 
value
 
of
 
financial
 
instruments
 
is the
 
price
 
that
 
would
 
be received
 
to
 
sell
 
an
 
asset
 
or paid
 
to
 
transfer
 
a liability
 
in
 
an
 
orderly
transaction between market participants at the measurement date under
 
current market conditions in the principal
 
or, in its absence,
the most advantageous
 
market to
 
which the Group
 
has access at
 
that date.
 
The fair value
 
of a liability
 
reflects its non-performance
risk.
When available, the
 
Group measures the fair
 
value of an instrument
 
using the quoted price
 
in an active market
 
for that instrument.
A market
 
is regarded
 
as active
 
if transactions
 
for
 
the asset
 
or liability
 
take
 
place with
 
sufficient
 
frequency and
 
volume to
 
provide
pricing
 
information
 
on
 
an
 
ongoing
 
basis.
 
If
 
there
 
is
 
no
 
quoted
 
price
 
in
 
an
 
active
 
market,
 
then
 
the
 
Group
 
uses
 
other
 
valuation
techniques that maximize
 
the use of relevant
 
observable inputs and minimize
 
the use of unobservable
 
inputs. The chosen valuation
technique incorporates all of the factors
 
that market participants would take
 
into account in pricing a transaction.
The Group has elected to use mid-market pricing as
 
a practical expedient for fair
 
value measurements within a bid-ask spread.
The best evidence
 
of the fair value
 
of a financial instrument
 
at initial recognition
 
is normally the transaction
 
price, i.e. the fair
 
value
of the consideration given
 
or received unless
 
the Group determines
 
that the fair
 
value at initial
 
recognition differs from the transaction
price. In this case,
 
if the fair value is evidenced
 
by a quoted price in
 
an active market for an identical asset
 
or liability (i.e. Level 1
 
input)
or based on
 
a valuation
 
technique that
 
uses only data
 
from observable
 
markets, a
 
day one
 
gain or
 
loss is recognized
 
in the
 
income
statement.
 
On the
 
other hand,
 
if the
 
fair value
 
is evidenced
 
by a
 
valuation
 
technique that
 
uses unobservable
 
inputs, the
 
financial
instrument
 
is initially
 
measured at
 
fair value,
 
adjusted to
 
defer the
 
difference
 
between the
 
fair value
 
at initial
 
recognition and
 
the
transaction price (day
 
one gain or
 
loss). Subsequently the
 
deferred gain
 
or loss is amortized
 
on an appropriate
 
basis over the
 
life of
the instrument or released
 
earlier if a quoted
 
price in an active market
 
or observable market
 
data become available
 
or the financial
instrument is closed out.
All assets and liabilities for
 
which fair value is measured
 
or disclosed in the financial statements
 
are categorized
 
within the fair value
hierarchy based on the lowest level
 
input that is significant to the fair value
 
measurement as a whole.
For assets and
 
liabilities that are
 
measured at fair
 
value on a
 
recurring basis, the
 
Group recognizes
 
transfers
 
into and out
 
of the fair
value hierarchy levels at
 
the beginning of the quarter in which a financial instrument's transfer
 
was effected.
2.2.13 Impairment of financial assets
The
 
Group
 
recognizes
 
allowance
 
for
 
expected
 
credit
 
losses
 
(ECL)
 
that
 
reflect
 
changes
 
in
 
credit
 
quality
 
since initial
 
recognition
 
to
financial assets that
 
are measured at
 
AC and FVOCI, including
 
loans, securitized notes
 
issued by special purpose
 
entities established
by the
 
Group,
 
lease receivables,
 
debt
 
securities, financial
 
guarantee
 
contracts,
 
and loan
 
commitments.
 
No ECL
 
are
 
recognized
 
on
equity investments.
 
ECL are
 
a probability
 
-weighted
 
average
 
estimate
 
of credit
 
losses that
 
reflects the
 
time value
 
of money.
 
Upon
initial recognition
 
of the
 
financial instruments
 
in scope
 
of the
 
impairment policy,
 
the Group
 
records
 
a loss
 
allowance equal
 
to 12-
month ECL,
 
being the ECL
 
that result
 
from default
 
events that
 
are possible
 
within the next
 
twelve months.
 
Subsequently,
 
for those
 
 
 
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31 December 2022 Consolidated Financial Statements
financial instruments that have
 
experienced a significant increase
 
in credit risk (SICR) since initial recognition,
 
a loss allowance equal
to lifetime
 
ECL is
 
recognized,
 
arising from
 
default
 
events that
 
are possible
 
over the
 
expected life
 
of the
 
instrument.
 
If upon
 
initial
recognition, the financial asset meets the definition of purchased or originated credit impaired (POCI), the loss allowance is based on
the change in the ECL over the life of the asset.
Loss allowances for
 
trade receivables
 
are always
 
measured at an
 
amount equal to
 
lifetime ECL. For
 
all other financial assets
 
subject
to impairment, the general three-stage
 
approach applies.
Accordingly,
 
ECL are recognized using a three-stage
 
approach based on the extent of credit deterioration
 
since origination:
Stage 1 – When
 
there is no
 
significant increase in
 
credit risk since initial
 
recognition of a
 
financial instrument, an amount
 
equal
to 12-month ECL is recorded.
 
The 12 – month ECL represent
 
a portion of lifetime losses, that result from
 
default events that are
possible
 
within the
 
next
 
12 months
 
after
 
the reporting
 
date
 
and
 
is equal
 
to
 
the
 
expected
 
cash
 
shortfalls
 
over
 
the
 
life
 
of
 
the
instrument or group of instruments, due to loss events probable within the next 12 months.
 
Not credit-impaired financial assets
that are either newly originated or purchased, as well as assets recognized following
 
a substantial modification accounted for as
a derecognition, are classified initially in Stage 1.
Stage 2 –
 
When a financial
 
instrument experiences a
 
SICR subsequent to
 
origination but is
 
not considered to
 
be in default,
 
it is
included
 
in
 
Stage
 
2.
 
Lifetime
 
ECL
 
represent
 
the
 
expected
 
credit
 
losses
 
that
 
result
 
from
 
all
 
possible
 
default
 
events
 
over
 
the
expected life of the financial instrument.
Stage 3 – Financial
 
instruments that
 
are considered to
 
be in default
 
are included in this
 
stage. Similar to
 
Stage 2, the allowance
for credit losses captures the lifetime expected
 
credit losses.
POCI - Purchased
 
or originated
 
credit impaired
 
(POCI) assets are
 
financial assets that
 
are credit impaired
 
on initial recognition.
They are
 
not subject
 
to stage
 
allocation and
 
are always
 
measured on
 
the basis
 
of lifetime
 
expected credit
 
losses. Accordingly,
ECL
 
are
 
only
 
recognized
 
to
 
the
 
extent
 
that
 
there
 
is
 
a
 
subsequent
 
change
 
in
 
the
 
assets’
 
lifetime
 
expected
 
credit
 
losses.
 
Any
subsequent favorable change to
 
their expected cash flows is recognized as impairment gain
 
in the income statement even if the
resulting expected
 
cash flows
 
exceed the
 
estimated cash
 
flows at
 
initial recognition.
 
Apart from
 
purchased assets,
 
POCI assets
may also
 
include financial instruments
 
that are
 
considered new
 
assets, following
 
a substantial
 
modification accounted
 
for as
 
a
derecognition (see section 2.2.9).
Definition of default
To determine the risk of default, the
 
Group applies a
 
default definition for accounting purposes, which
 
is consistent with the
 
European
Banking Authority
 
(EBA) definition
 
for non-performing
 
exposure
 
and regulatory
 
definition of
 
default
 
as applied
 
by the
 
Group on
 
1
January 2021 (refer
 
to note
 
5.2.1.2 (a)). The
 
accounting definition
 
of default
 
is also consistent
 
with the
 
one used for
 
internal credit
risk management purposes.
A financial asset
 
is credit-impaired
 
when one or
 
more events
 
that have
 
a detrimental
 
impact on the
 
estimated future
 
cash flows
 
of
that exposure have occurred:
The borrower faces a significant difficulty
 
in meeting his financial obligations.
There has been a breach of contract, such as a default or unpaid amounts, above specified materiality thresholds, for
 
more than
90 consecutive days.
The Group,
 
for
 
economic or
 
contractual
 
reasons
 
relating
 
to the
 
borrower’s
 
financial difficulty,
 
has granted
 
to the
 
borrower
 
a
concession(s) that the Group would not otherwise consider.
There is a probability that the borrower
 
will enter bankruptcy or other financial re-organization.
For
 
POCI
 
financial
 
assets,
 
a
 
purchase
 
or
 
origination
 
at
 
a
 
deep
 
discount
 
that
 
reflects
 
incurred
 
credit
 
losses
 
is
 
considered
 
a
detrimental
 
event.
 
The
 
Group
 
assesses
 
the
 
deep
 
discount
 
criterion
 
following
 
a
 
principle
 
-based
 
approach
 
with
 
the
 
aim
 
to
incorporate all reasonable and supportable
 
information which reflects market conditions that
 
exist at the
 
time of the
 
assessment.
For debt securities, the Group determines the risk of default using an internal credit rating scale. The Group considers debt securities
as credit impaired if the internal rating of the issuer/counterparty
 
corresponds to a rating equivalent to "C" (Moody's rating
 
scale) or
the external rating of the issuer/counterparty at
 
the reporting date is equivalent to “C” (Moody’s rating scale) and the internal rating
is not available.
 
 
 
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Significant increase in credit risk (SICR) and staging allocation
Determining whether a loss
 
allowance should be based
 
on 12-month expected credit losses
 
or lifetime expected credit losses
 
depends
on whether
 
there has been
 
a significant
 
increase in credit
 
risk (SICR) of
 
the financial assets,
 
issued loan commitments
 
and financial
guarantee contracts,
 
since initial recognition.
At each reporting date, the Group performs an assessment
 
as to whether the risk of a default occurring over the remaining expected
lifetime of the exposure has increased significantly from the expected
 
risk of a default estimated at origination for
 
that point in time.
The
 
assessment
 
for
 
SICR
 
is
 
performed
 
using
 
both
 
qualitative
 
and
 
quantitative
 
criteria
 
based
 
on
 
reasonable
 
and
 
supportable
information
 
that is
 
available
 
without undue
 
cost or
 
effort
 
including forward
 
looking information
 
and macroeconomic
 
scenarios as
well as
 
historical
 
experience. Furthermore,
 
regardless
 
of the
 
outcome
 
of the
 
SICR assessment
 
based on
 
the above
 
indicators,
 
the
credit risk of a financial asset is deemed to have increased
 
significantly when contractual payments
 
are more than 30 days past due.
As a primary criterion
 
for SICR assessment, the Group compares
 
the residual lifetime probability of default (PD) at
 
each reporting date
to the residual lifetime PD for the same point
 
in time which was expected at the origination.
The Group may also consider as a SICR indicator when the residual lifetime PD at each reporting date exceeds certain
 
predetermined
values. The criterion may be applied in order to
 
capture cases where the relative
 
PD comparison does not result to the identification
of SICR although the absolute value of PD is at levels which
 
are considered high based on the Group’s
 
risk appetite framework.
For
 
a
 
financial
 
asset's
 
risk,
 
a
 
threshold
 
may
 
be
 
applied,
 
normally
 
reflected
 
through
 
the
 
asset's
 
forecasted
 
PD,
 
below
 
which
 
it
 
is
considered that no significant increase in credit risk compared
 
to the asset's expected PD at origination date has taken
 
place. In such
a case the asset is classified at Stage 1 irrespectively of whether other
 
criteria would trigger its classification at Stage 2. This criterion
primarily applies to debt securities.
Internal credit risk rating
 
(on a borrower basis) is also used
 
as a basis for the identification
 
of SICR with regards to
 
lending exposures
of the
 
Wholesale portfolio.
 
Specifically,
 
the Group
 
takes
 
into consideration
 
the changes
 
of internal
 
ratings
 
by a
 
certain number
 
of
notches. In
 
addition, a watchlist
 
status is
 
also considered
 
by the Group
 
as a trigger
 
for SICR
 
identification. Internal
 
credit risk rating
models include borrower specific
 
information as well as, forward-looking information regarding the prospects
 
of the industry in
 
which
it operates.
For securitized
 
notes issued by
 
special purpose entities
 
established by
 
the Group, the
 
SICR assessment is
 
performed by
 
considering
the performance
 
of the
 
underlying assets,
 
where the
 
level of
 
their expected
 
cash flows
 
is compared
 
to the
 
carrying amount
 
of the
securitized notes. In addition, the assessment of SICR
 
for debt securities is performed on an
 
individual basis based on the number of
notches downgrade in the internal credit
 
rating scale since the origination date.
Forbearance measures as monitored by the Group are considered as a SICR indicator and thus the exposures
 
are allocated into Stage
2 upon
 
forbearance,
 
unless they
 
are
 
considered
 
credit-impaired
 
or the
 
net present
 
value of
 
their cash
 
flows before
 
and after
 
the
restructuring exceed the threshold of 1%, in which cases they are classified as
 
stage 3. Furthermore, regardless of the outcome of the
SICR assessment
 
based on
 
the above
 
indicators,
 
the credit
 
risk of
 
a financial
 
asset is
 
deemed to
 
have increased
 
significantly when
contractual payments are
 
more than 30 days past due.
Furthermore,
 
Management
 
may
 
apply
 
temporary
 
collective
 
adjustments
 
when
 
determining
 
whether
 
credit
 
risk
 
has
 
increased
significantly since initial
 
recognition on exposures
 
that share the same
 
credit risk characteristics
 
to reflect macro
 
-economic or other
factors which are
 
not adequately addressed by the
 
current credit risk models. These factors
 
may depend on information
 
such as the
type of the
 
exposure, counterparty’s
 
specific information
 
and the characteristics
 
of the financial
 
instrument, while their
 
application
requires the application of significant judgment.
Transfers from Stage
 
2 to Stage 1
A financial asset,
 
which is classified to
 
Stage 2 due
 
to Significant
 
Increase in Credit
 
Risk (SICR), is reclassified
 
to Stage 1,
 
as long as
 
it
does not meet anymore any of the Stage 2 Criteria.
Where forbearance measures have been applied, the Group uses a probation period of two years,
 
in order to fulfill the requirements
for
 
a transfer
 
back to
 
Stage
 
1. If
 
at
 
the end
 
of that
 
period
 
the borrowers
 
have
 
made regular
 
payments
 
of
 
a significant
 
aggregate
amount, there are
 
no past due amounts
 
over 30 days and
 
the loans are neither credit
 
impaired, nor any other
 
SICR criteria are met,
they exit forborne status and are
 
classified as stage 1.
 
 
 
 
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Transfers from Stage
 
3 to Stage 2
A financial
 
asset is
 
transferred
 
from Stage
 
3 to
 
Stage 2,
 
when the
 
criteria based
 
on which
 
the financial
 
asset was
 
characterized
 
as
credit impaired
 
are no
 
longer valid
 
and the
 
applicable probation
 
period for
 
the assets’
 
return in
 
non impaired
 
status, ranging
 
from
three to twelve months, has passed.
Criteria for grouping of exposures based on shared credit risk characteristics
The assessment
 
of loss allowance
 
is performed
 
either on an
 
individual basis or
 
on a collective
 
basis for
 
groups of similar
 
items with
homogeneous
 
credit
 
risk
 
characteristics.
 
The
 
Group
 
applies
 
the
 
same
 
principles
 
for
 
assessing
 
SICR
 
since
 
initial
 
recognition
 
when
estimating ECL on a collective or on an individual basis.
The
 
Group
 
segments
 
its
 
lending
 
exposures
 
on
 
the
 
basis
 
of
 
shared
 
credit
 
risk
 
characteristics
 
for
 
the
 
purposes
 
of
 
both
 
assessing
significant
 
increase
 
in
 
credit
 
risk
 
and
 
measuring
 
loan
 
loss
 
allowance
 
on
 
a collective
 
basis.
 
The
 
different
 
segments
 
aim to
 
capture
differences in PDs and in the rates
 
of recovery in the event of default.
The
 
shared
 
credit
 
risk
 
characteristics
 
used
 
for
 
the segmentation
 
of
 
exposures
 
include
 
several
 
elements
 
such
 
as: instrument
 
type,
portfolio
 
type,
 
asset
 
class,
 
product
 
type,
 
industry,
 
originating
 
entity,
 
credit
 
risk
 
rating,
 
remaining
 
term
 
to
 
maturity,
 
geographical
location of the borrower,
 
value of collateral to the financial asset, forbearance
 
status and days in arrears.
The Group
 
identifies individually
 
significant exposures
 
and performs
 
the ECL measurement
 
based on borrower
 
specific information
for both
 
retail and
 
wholesale portfolios.
 
This measurement
 
is performed
 
at a
 
borrower level,
 
hence the
 
criteria are
 
defined at
 
this
level, while both qualitative and quantitative
 
factors are taken
 
into consideration including forward
 
looking information.
For
 
the
 
remaining
 
retail
 
and
 
wholesale
 
exposures,
 
ECL
 
are
 
measured
 
on
 
a
 
collective
 
basis.
 
This
 
incorporates
 
borrower
 
specific
information,
 
collective
 
historical
 
experience
 
of
 
losses
 
and
 
forward-looking
 
information.
 
For
 
debt
 
securities
 
and
 
securitized
 
notes
issued by
 
special purpose
 
entities established
 
by the
 
Group, the
 
measurement of
 
impairment losses
 
is performed
 
on an
 
individual
basis.
Measurement of Expected Credit Losses
The measurement of ECL is an unbiased probability-weighted average estimate of credit losses that reflects the time value of money,
determined by
 
evaluating a
 
range of
 
possible outcomes.
 
A credit
 
loss is
 
the difference
 
between the
 
cash flows
 
that are
 
due to
 
the
Group in
 
accordance with
 
the contractual
 
terms of
 
the instrument
 
and the
 
cash flows
 
that the
 
Group
 
expects to
 
receive (i.e.
 
cash
shortfalls)
 
discounted
 
at
 
the
 
original
 
effective
 
interest
 
rate
 
(EIR)
 
of
 
the
 
same
 
instrument,
 
or
 
the
 
credit-adjusted
 
EIR
 
in
 
case
 
of
purchased
 
or
 
originated
 
credit
 
impaired
 
assets
 
(POCI).
 
In
 
measuring
 
ECL,
 
information
 
about
 
past
 
events,
 
current
 
conditions
 
and
reasonable
 
and
 
supportable
 
forecasts
 
of
 
future
 
conditions
 
are
 
considered.
 
For
 
undrawn
 
commitments,
 
ECL
 
are
 
calculated
 
as
 
the
present value of
 
the difference between
 
the contractual
 
cash flows due if
 
the commitment was
 
drawn and the
 
cash flows expected
to be received, while for financial guarantees ECL are measured
 
as the expected payments to reimburse the holder less any amounts
that the Group expects to receive.
The Group
 
estimates expected
 
cash shortfalls,
 
which reflect
 
the cash
 
flows expected
 
from all
 
possible sources,
 
including collateral,
guarantees
 
and other
 
credit enhancements
 
that are
 
part of
 
the contractual
 
terms and
 
are not
 
recognized
 
separately.
 
In case
 
of a
collateralized financial instrument,
 
the estimated expected cash flows related
 
to the collateral reflect the amount
 
and timing of cash
flows
 
that
 
are
 
expected
 
from
 
liquidation
 
less the
 
discounted
 
costs
 
of obtaining
 
and selling
 
the collateral,
 
irrespective
 
of
 
whether
liquidation is probable.
ECL are calculated
 
over the maximum contractual
 
period over which the
 
Group is exposed
 
to credit risk,
 
which is determined based
on the
 
substantive
 
terms of
 
the instrument,
 
or in
 
case of
 
revolving credit
 
facilities, by
 
taking into
 
consideration factors
 
such as
 
the
Group’s expected
 
credit risk management actions to mitigate
 
credit risk and past practice.
Receivables from customers arising from the Group’s activities other than lending, are presented under Other
 
Assets and are typically
short term. Therefore, considering that usually
 
there is no
 
significant financing component, the
 
loss allowance for such
 
financial assets
is measured at an amount equal to the lifetime expected
 
credit losses under the simplified approach.
ECL Key Inputs
The ECL calculations are based on the term structures
 
of the probability of default (PD), the loss given default
 
(LGD), the exposure at
default (EAD) and
 
other input parameters
 
such as the credit conversion
 
factor (CCF) and the
 
prepayment rate.
 
Generally,
 
the Group
 
 
 
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derives these parameters from internally
 
developed statistical models and observed point
 
-in-time and historical data, leveraging the
existing infrastructure development
 
for the regulatory framework
 
and risk management practices.
The
 
PD,
 
LGD
 
and
 
EAD
 
used
 
for
 
accounting
 
purposes
 
may
 
differ
 
from
 
those
 
used
 
for
 
regulatory
 
purposes.
 
For
 
the
 
purposes
 
of
impairment measurement,
 
PD is
 
a point-in-time
 
estimate whereas
 
for regulatory
 
purposes PD
 
is a
 
‘through-the-cycle’ estimate.
 
In
addition, LGD and
 
EAD for regulatory
 
purposes are based
 
on loss severity experienced
 
during economic downturn
 
conditions, while
for impairment purposes, LGD and EAD
 
reflect unbiased and probability-weighted estimates.
The PD
 
represents the
 
likelihood of
 
default assessed
 
on the
 
prevailing economic
 
conditions at
 
the reporting
 
date, adjusted
 
to take
into account estimates of future economic
 
conditions that are likely to impact the
 
risk of default, over a given time horizon.
The Group uses Point in Time (PiT) PDs in order to remove any bias towards historical data thus aiming to reflect management’s
 
view
of the future as at the reporting date, incorporating
 
relevant forward looking
 
information including macroeconomic scenarios.
Two types of PD are used for
 
calculating ECL:
12-month PD, which is the estimated probability of default occurring within the
 
next 12 months (or over the remaining life of
 
the
financial asset if this is less than 12 months). It is used to calculate 12-month ECL
 
for Stage 1 exposures.
Lifetime PD,
 
which is the
 
estimated probability
 
of a default
 
occurring over the
 
remaining life
 
of the financial
 
asset. It is
 
used to
calculate lifetime ECL for Stage
 
2, Stage 3 and POCI exposures.
For debt securities,
 
PDs are obtained
 
by an international
 
rating agency using
 
risk methodologies that
 
maximize the use
 
of objective
non-judgmental variables and market data. The Group assigns internal credit ratings to each issuer/counterparty based on these PDs.
In case of counterparties for which no information
 
is available, the Group assigns PDs which are derived from
 
internal models.
The Exposure
 
at default
 
(EAD) is an
 
estimate of
 
the exposure
 
at a
 
future default
 
date, taking
 
into account
 
expected changes
 
in the
exposure after
 
the reporting date,
 
including repayments
 
of principal and
 
interest and expected
 
drawdowns on
 
committed facilities.
The EAD includes both on and off balance sheet exposures. The on balance sheet exposure corresponds
 
to the total amount that has
been withdrawn and is due to be paid, which includes the outstanding
 
principal, accrued interest and any past
 
due amounts. The off
balance sheet exposure represents the credit
 
that is available to be withdrawn,
 
in excess of the on balance sheet exposure.
Furthermore, the CCF factor is used to
 
convert the amount of a credit facility and
 
other off-balance sheet amounts to an
 
EAD amount.
It is a modelled assumption
 
which represents a proportion
 
of any undrawn
 
exposure that is expected
 
to be drawn
 
prior to a default
event occurring.
In
 
addition,
 
the
 
prepayment
 
rate
 
is
 
an
 
estimate
 
of
 
early
 
prepayments
 
on
 
loan
 
exposure
 
in
 
excess
 
of
 
the
 
contractual
 
repayment
according to the repayment schedule and is expressed as a percentage applied to the EAD at each period, reducing the latter amount
accordingly.
LGD represents the Group's expectation of the extent of loss on a
 
defaulted exposure and it is the difference between the contractual
cash flows due and
 
those that the Group
 
expects to receive including
 
any amounts from
 
collateral liquidation.
 
LGD varies by type
 
of
counterparty,
 
type and seniority of claim, availability of collateral or other credit support, and is usually expressed as a percentage of
EAD. The Group distinguishes
 
its loan portfolios into two
 
broad categories i.e. secured
 
and unsecured. The Group estimates
 
the LGD
component
 
using
 
cure
 
rates
 
that
 
reflect
 
cash
 
recoveries,
 
estimated
 
proceeds
 
from
 
collateral
 
liquidation,
 
estimates
 
for
 
timing
realization,
 
realization
 
costs,
 
etc.
 
Where
 
the
 
LGD’s
 
component
 
values
 
are
 
dependent
 
on
 
macro
 
 
economic
 
data,
 
such
 
types
 
of
dependencies are reflected by incorporating forward looking information, such as
 
forecasted price indices into the respective models.
The
 
estimation
 
of
 
the
 
aforementioned
 
component
 
values
 
within
 
LGD
 
reflects
 
available
 
historical
 
data
 
which
 
cover
 
a
 
reasonable
period, i.e. a full economic cycle.
For
 
debt
 
securities,
 
the
 
LGD
 
is
 
typically
 
based
 
on
 
historical
 
data
 
derived
 
mainly
 
from
 
rating
 
agencies’
 
studies
 
but
 
may
 
also
 
be
determined considering the existing and expected
 
liabilities structure of the obligor and macroeconomic environment.
Furthermore, the
 
seniority of
 
the debt
 
security,
 
any potential
 
collaterals
 
by the
 
obligor or
 
any other
 
type of
 
coverage
 
is taken
 
into
account for the calculation.
 
 
 
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Forward-looking information
The
 
measurement
 
of
 
expected
 
credit
 
losses
 
for
 
each
 
stage
 
and
 
the
 
assessment
 
of
 
significant
 
increases
 
in
 
credit
 
risk
 
consider
information
 
about
 
reasonable
 
and
 
supportable
 
forecasts
 
of
 
future
 
events
 
and
 
macroeconomic
 
conditions.
 
The
 
estimation
 
and
application of forward-looking information
 
requires significant judgment.
The
 
Group
 
uses,
 
at
 
a
 
minimum,
 
three
 
macroeconomic
 
scenarios
 
(i.e.
 
base,
 
adverse
 
and
 
optimistic)
 
to
 
achieve
 
the
 
objective
 
of
measuring ECL in a way that reflects an unbiased and probability weighted outcome. The baseline scenario represents the most likely
scenario and is aligned with the information used by the Group for
 
strategic planning and budgeting purposes.
The scenarios
 
are reflected
 
in the
 
risk parameters,
 
and, namely
 
12-month PD,
 
Lifetime PD
 
and LGD,
 
hence 3
 
sets of
 
each of
 
these
parameters are used, in line with the scenarios developed.
The Group then
 
proceeds to the
 
calculation of weights
 
for each scenario,
 
which represent
 
the probability of
 
occurrence for each
 
of
these
 
scenarios.
 
These
 
weights
 
are
 
applied
 
on
 
the
 
3 sets
 
of
 
calculations
 
of
 
the
 
parameters
 
in order
 
to
 
produce
 
a single
 
scenario
weighted
 
risk
 
parameter
 
value
 
which
 
is
 
subsequently
 
used
 
in
 
both
 
SICR
 
assessment
 
and
 
ECL
 
measurement.
 
ECL
 
calculation
incorporates
 
forward-looking
 
macroeconomic
 
variables,
 
including
 
GDP
 
growth
 
rates,
 
house
 
price
 
indices,
 
unemployment
 
rates,
interest
 
rates,
 
inflation,
 
etc.
 
In order
 
to
 
capture
 
material
 
non –
 
linearities
 
in the
 
ECL model,
 
in the
 
case of
 
individually
 
significant
exposures, the
 
Group considers
 
the relevance
 
of forward
 
looking information
 
to each
 
specific group
 
of borrowers
 
primarily on
 
the
basis of the
 
business sector they
 
belong and other
 
drivers of
 
credit risk
 
(if any). As
 
such, different
 
scenario weights
 
are determined
per groups
 
of borrowers
 
with the
 
objective of
 
achieving an
 
unbiased ECL
 
amount which
 
incorporates
 
all relevant
 
and supportable
information.
Modified Financial Assets
In
 
cases
 
where
 
the
 
contractual
 
cash
 
flows
 
of
 
a financial
 
asset have
 
been
 
modified
 
and the
 
modification
 
is considered
 
substantial
enough (for the
 
triggers of derecognition,
 
refer to
 
Derecognition of Financial
 
assets in section 2.2.9
 
above), the modification
 
date is
considered
 
to
 
be
 
the
 
date
 
of
 
initial
 
recognition
 
for
 
impairment
 
calculation
 
purposes,
 
including
 
for
 
the
 
purposes
 
of
 
determining
whether a significant increase in credit risk has occurred. Such a modified asset is typically classified as Stage
 
1 for ECL measurement
purposes. However,
 
in some circumstances following a modification that results in derecognition of the original financial asset, there
may be evidence that
 
the new financial asset is credit-impaired at initial recognition,
 
and thus, the financial asset is recognized as an
originated credit-impaired financial asset (POCI).
In cases where the contractual
 
cash flows of a financial asset
 
have been modified and the
 
modification is not considered
 
substantial
enough, the Group recalculates the
 
gross carrying amount of the financial asset and
 
recognizes the difference
 
as a modification gain
or loss in the
 
income statement
 
and determines if
 
the financial asset’s
 
credit risk has
 
increased significantly
 
since initial recognition
by comparing the risk
 
of a default occurring
 
at initial recognition based
 
on the original unmodified contractual
 
terms and the risk
 
of
a default occurring at the reporting date, based
 
on the modified contractual terms.
Presentation of impairment allowance
For financial assets measured
 
at amortized cost, impairment
 
allowance is recognized as
 
a loss allowance reducing the
 
gross carrying
amount of the financial assets in the balance sheet. For debt instruments measured at
 
FVOCI, impairment allowance is recognized in
other comprehensive income and does not reduce the carrying amount of the debt instruments in the balance sheet. For off-balance
sheet financial items arising from lending activities, impairment allowance is presented in Other Liabilities. The respective ECL for the
above financial items is recognised within impairment
 
losses.
Write-off of financial assets
Where the
 
Group
 
has no
 
reasonable
 
expectations
 
of recovering
 
a financial
 
asset either
 
in its
 
entirety
 
or a
 
portion of
 
it, the
 
gross
carrying amount of that instrument is reduced directly,
 
partially or in full, against the impairment allowance. The amount written-off
is considered
 
as derecognized.
 
Subsequent
 
recoveries
 
of amounts
 
previously
 
written
 
off decrease
 
the amount
 
of the
 
impairment
losses in the income statement.
Financial assets that
 
are written
 
off could
 
still be subject
 
to enforcement
 
activities in order
 
to comply with
 
the Group’s
 
procedures
for recovery of amounts due.
 
 
 
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2.2.14 Sale and repurchase agreements, securities lending and borrowing
 
(i) Sale and repurchase agreements
Securities sold subject to repurchase
 
agreements (repos) continue
 
to be recorded in the
 
Group's Balance Sheet as the Group
 
retains
substantially all risks
 
and rewards of ownership,
 
while the counterparty
 
liability is included in amounts due
 
to other banks or due
 
to
customers,
 
as appropriate,
 
and measured
 
at
 
amortized
 
cost.
 
Securities purchased
 
under agreements
 
to
 
resell (reverse
 
repos)
 
are
recorded
 
as
 
loans
 
and
 
advances
 
to
 
other
 
banks
 
or
 
customers,
 
as
 
appropriate,
 
and
 
measured
 
at
 
amortized
 
cost.
 
The
 
difference
between the
 
sale and repurchase
 
price in case
 
of repos
 
and the purchase
 
and resale
 
price in case
 
of reverse
 
repos is
 
recognized as
interest and accrued over the period of the repo
 
or reverse repo agreements using the effective
 
interest method.
 
.
(ii) Securities lending and borrowing
Securities lent to
 
counterparties against the receipt of
 
a fee continue to
 
be recognized in the
 
financial statements. Securities borrowed
are
 
recognized
 
as trading
 
liabilities when
 
sold to
 
third parties
 
and measured
 
at fair
 
value
 
with any
 
gains or
 
losses included
 
in the
income statement.
2.2.15 Leases
T
he Group enters into leases either
 
as a lessee or as a lessor.
 
At inception of a contract, the Group
 
assesses whether a contract is, or
contains,
 
a lease.
 
A contract
 
is, or
 
contains,
 
a lease
 
if the
 
contract
 
conveys
 
the right
 
to control
 
the use
 
of an
 
identified asset
 
for a
period of time in exchange for consideration.
(i) Accounting for leases as lessee
When the
 
Group
 
becomes the
 
lessee in
 
a lease
 
arrangement,
 
it recognizes
 
a lease
 
liability and
 
a corresponding
 
right-of-use
 
(RoU)
asset at the commencement of the lease term when the Group acquires
 
control of the physical use of the asset.
Lease liabilities are presented within Other liabilities and RoU assets within Property
 
and equipment and investment property.
 
Lease
liabilities are measured based on
 
the present value of
 
the future lease
 
payments over the lease term,
 
discounted using an incremental
borrowing rate. The interest
 
expense on lease liabilities is presented within net interest
 
income.
The lease liability is remeasured when there is a
 
change in future lease payments
 
arising from a change in an index or rate,
 
a change
in the Group’s estimate of
 
the amount expected to
 
be payable under a
 
residual value guarantee or if
 
the Group changes its
 
assessment
of
 
whether
 
it
 
will
 
exercise
 
a
 
purchase,
 
extension
 
or
 
termination
 
option.
 
When
 
the
 
lease
 
liability
 
is
 
remeasured
 
in
 
this
 
way,
 
a
corresponding
 
adjustment
 
is made
 
to the
 
carrying amount
 
of the
 
right-of-use
 
asset, or
 
is recorded
 
in profit
 
or loss
 
if the
 
carrying
amount of the right-of-use asset has been reduced to zero.
The RoU asset
 
is initially recorded
 
at an amount
 
equal to the lease liability
 
and is adjusted
 
for rent prepayments,
 
initial direct costs,
or lease incentives
 
received. Subsequently,
 
the RoU
 
asset is depreciated
 
over the
 
shorter of
 
the lease term
 
or the useful
 
life of
 
the
underlying asset, with the depreciation presented
 
within operating expenses.
When a lease
 
contains extension
 
or termination options
 
that the Group
 
considers reasonably
 
certain to
 
be exercised,
 
the expected
future lease payments or costs of early termination
 
are included within the lease payments used to calculate
 
the lease liability.
The Group has
 
elected not to
 
recognise right-of-use
 
assets and lease
 
liabilities for
 
leases of low-value
 
assets and short-term
 
leases.
The Group recognises the lease payments
 
associated with these leases as an expense on a straight-line basis
 
over the lease term.
With respect
 
to the rent
 
concessions that
 
were a direct
 
consequence of the
 
COVID-19 pandemic, the
 
Group has
 
applied COVID-19-
Related Rent
 
Concessions
 
-
Amendment to
 
IFRS 16, which
 
provided a practical
 
expedient allowing
 
the Group not
 
to assess whether
eligible rent concessions were lease modifications.
(ii) Accounting for leases as lessor
At inception date of the lease, the Group, acting as a lessor, classifies each of its leases as either an operating
 
lease or a finance lease
based on whether the lease transfers
 
substantially all of the risks and
 
rewards incidental to the
 
ownership of the underlying asset. If
this is the case, then the
 
lease is a finance lease; if not,
 
then it is an operating
 
lease. As part of this assessment,
 
the Group considers
certain indicators such as whether the
 
lease is for the major part of the economic life of the asset.
 
 
 
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Finance leases
At commencement date,
 
the Group derecognizes
 
the carrying amount
 
of the underlying assets held under
 
finance lease, recognizes
a receivable at
 
an amount equal to
 
the net investment
 
in the lease and recognizes,
 
in income statement,
 
any profit or
 
loss from the
derecognition
 
of the
 
asset and
 
the recognition
 
of the
 
net investment.
 
The net
 
investment
 
in the
 
lease is
 
calculated as
 
the present
value of the future lease payments in the same way
 
as for the lessee.
After
 
commencement
 
date,
 
the
 
Group
 
recognizes
 
finance
 
income
 
over
 
the
 
lease
 
term,
 
based
 
on
 
a
 
pattern
 
reflecting
 
a
 
constant
periodic rate of return on the lessor’s net investment in the lease. The
 
Group also recognizes income from variable payments that are
not included in the net
 
investment in the
 
lease. After lease commencement,
 
the net investment
 
in a lease is not remeasured
 
unless
the lease is modified or the lease term is revised.
Operating leases
The Group continues to recognize
 
the underlying asset and does not recognize a net
 
investment in the lease on the balance sheet or
initial profit (if any) on the income statement.
The Group recognizes
 
lease payments
 
from the lessees as
 
income on a
 
straight-line basis
 
or another systematic
 
basis considered as
appropriate.
 
Also it
 
recognizes
 
costs,
 
including depreciation,
 
incurred in
 
earning the
 
lease income
 
as an
 
expense. The
 
Group
 
adds
initial direct costs incurred in obtaining an operating
 
lease to the carrying amount of the underlying asset and recognizes those costs
as an expense over the lease term on the same basis as the lease income.
Subleases
The Group, acting as a
 
lessee, may enter into arrangements to sublease a
 
leased asset to a third
 
party while the original
 
lease contract
is in effect. The Group acts as both the lessee and lessor of the same underlying asset. The sublease is a separate lease agreement, in
which the intermediate lessor classifies the sublease as a finance lease or an operating
 
lease as follows:
-
if the head lease is a short-term lease, the sublease is classified as an operating
 
lease; or
-
otherwise,
 
the
 
sublease
 
is
 
classified
 
by
 
reference
 
to
 
the
 
right-of-use
 
asset
 
arising
 
from
 
the
 
head
 
lease,
 
rather
 
than
 
by
reference to the underlying asset.
2.2.16 Income tax
Income tax consists of current and
 
deferred tax.
(i) Current income tax
Income tax payable
 
on profits, based on
 
the applicable tax
 
law in each jurisdiction and
 
the tax rate
 
enacted at the reporting
 
date, is
recognized as an expense in the period in which profits
 
arise.
(ii) Deferred tax
Deferred
 
tax
 
is
 
provided
 
in
 
full,
 
using
 
the
 
liability
 
method,
 
on
 
temporary
 
differences
 
arising
 
between
 
the
 
tax
 
base
 
of
 
assets
 
and
liabilities and their carrying amounts in the consolidated
 
financial statements. Deferred
 
tax assets and liabilities are measured
 
at the
tax rates that are expected to apply to the period when the asset is realized or the liability is
 
settled, based on tax rates (and tax laws)
that
 
have
 
been
 
enacted
 
or
 
substantively
 
enacted
 
by
 
the
 
balance
 
sheet
 
date.
 
The
 
principal
 
temporary
 
differences
 
arise
 
from
impairment/valuation
 
and
 
accounting
 
write-offs
 
relating
 
to
 
loans,
 
Private
 
Sector
 
Initiative
 
(PSI+)
 
tax
 
related
 
losses,
 
losses
 
from
disposals and crystallized write-offs
 
of loans, depreciation of property and equipment, fair value adjustment
 
of investment property,
pension
 
and
 
other
 
retirement
 
benefit
 
obligations,
 
and
 
revaluation
 
of
 
certain
 
financial
 
assets
 
and
 
liabilities,
 
including
 
derivative
financial instruments.
Deferred
 
tax
 
assets
 
are
 
recognized
 
where
 
it
 
is
 
probable
 
that
 
future
 
taxable
 
profit
 
will
 
be
 
available
 
against
 
which
 
the
 
temporary
differences can be utilized.
 
The carrying amount of deferred
 
tax assets is reviewed at
 
each reporting date and reduced
 
to the extent
that it is no longer probable
 
that sufficient taxable
 
profits will be available
 
to allow all or part of the
 
asset to be recovered.
 
Any such
reduction is
 
reversed to
 
the extent
 
that it becomes
 
probable that
 
sufficient taxable
 
profit will be
 
available. The
 
Group recognises
 
a
previously unrecognised deferred tax asset to the extent that it
 
has become probable that future taxable profit will
 
allow the deferred
tax asset to be recovered.
 
 
 
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Deferred
 
tax
 
related
 
to
 
debt
 
securities
 
at
 
FVOCI
 
and
 
cash
 
flow
 
hedges
 
is
 
recognized
 
to
 
other
 
comprehensive
 
income,
 
and
 
is
subsequently recognized in the income statement
 
together with the deferred gain
 
or loss.
The deferred
 
tax asset on
 
income tax losses
 
carried forward
 
is recognized as
 
an asset when it
 
is probable that
 
future taxable profits
will be available against which these losses can be utilized.
(iii) Uncertain tax positions
The Group determines and assesses all material tax positions taken, including all, if
 
any, significant uncertain positions, in all tax years
that are
 
still subject
 
to assessment
 
(or when
 
the litigation
 
is in
 
progress)
 
by relevant
 
tax authorities.
 
In evaluating
 
tax positions
 
in
various states,
 
local, and foreign
 
jurisdictions, the
 
Group examines
 
all supporting
 
evidence (Ministry of
 
Finance circulars,
 
individual
rulings,
 
case
 
law,
 
past
 
administrative
 
practices,
 
ad
 
hoc
 
tax/legal
 
opinions
 
etc.)
 
to
 
the
 
extent
 
they
 
are
 
applicable
 
to
 
the
 
facts
 
and
circumstances of the particular Group’s
 
case/ transaction.
In addition, judgments concerning
 
the recognition of a provision
 
against the possibility of
 
losing some of the tax
 
positions are highly
dependent on
 
advice received
 
from internal/
 
external legal
 
counselors. For
 
uncertain tax
 
positions with
 
a high level
 
of uncertainty,
the Group recognizes, on a transaction by transaction basis, or together as a group, depending
 
on which approach better predicts the
resolution of the uncertainty using an expected value (probability
 
-weighted average) approach:
 
(a) a provision against tax receivable
which has been booked for the amount of
 
income tax already paid but further
 
pursued in courts or (b) a
 
liability for the amount which
is expected to be paid to the tax authorities. The Group presents in its balance sheet all uncertain tax balances as current or deferred
tax assets or liabilities.
The Group as a general
 
rule has opted to obtain
 
for the Group’s
 
Greek companies an ‘Annual
 
Tax
 
Certificate’,
 
which is issued after a
tax audit is performed by the same statutory auditor or audit firm that audits the annual financial statements. Further
 
information in
respect of the Annual
 
Tax
 
Certificate and the
 
related tax
 
legislation, as well
 
as the unaudited tax
 
years for
 
the Group’s
 
companies is
provided in note 13.
2.2.17 Employee benefits
(i) Short term benefits
Short term employee
 
benefits are
 
those expected
 
to be settled
 
wholly before
 
twelve months
 
after the
 
end of the
 
annual reporting
period in which the employees render the related
 
services and are expensed as these services are provided.
(ii) Pension obligations
The Group provides a number
 
of defined contribution pension
 
plans where annual contributions are invested and
 
allocated to specific
asset
 
categories.
 
Eligible
 
employees
 
are
 
entitled
 
to
 
the
 
overall
 
performance
 
of
 
the
 
investment.
 
The
 
Group's
 
contributions
 
are
recognized as employee benefit expense
 
in the year in which they are paid.
(iii) Standard legal staff retirement indemnity obligations (SLSRI) and termination
 
benefits
The Group operates
 
unfunded defined benefit plans in
 
Greece, Bulgaria and Serbia,
 
under broadly similar regulatory
 
frameworks. In
accordance
 
with the
 
local labor
 
legislation, the
 
Group
 
provides for
 
staff
 
retirement
 
indemnity obligation
 
for
 
employees which
 
are
entitled to a lump sum payment based on the
 
number of years of service, as
 
of the date when employee service first leads to benefits
under the
 
plan until
 
the date
 
when further
 
employee service
 
will lead
 
to no
 
material
 
amount of
 
further benefits,
 
and the
 
level of
remuneration at
 
the date
 
of retirement,
 
if they remain
 
in the employment
 
of the Group
 
until normal retirement
 
age. Provision
 
has
been made for the actuarial value of the lump
 
sum payable on retirement
 
(SLSRI) using the projected unit credit method.
 
Under this
method the cost of providing
 
retirement indemnities is charged
 
to the income statement
 
so as to spread the cost over
 
the period of
service of the employees, in accordance with the actuarial valuations which
 
are performed every year.
The
 
SLSRI
 
obligation
 
is
 
calculated
 
as
 
the
 
present
 
value
 
of
 
the
 
estimated
 
future
 
cash
 
outflows
 
using
 
interest
 
rates
 
of
 
high
 
quality
corporate bonds. In countries where
 
there is no deep market in such bonds, the yields on
 
government bonds are used. The currency
and term to
 
maturity of the
 
bonds used are
 
consistent with
 
the currency and
 
estimated term
 
of the retirement
 
benefit obligations.
Actuarial gains and
 
losses that arise
 
in calculating the
 
Group’s SLSRI obligations are recognized directly
 
in other comprehensive income
in the period in which they occur and are not reclassified to the income statement
 
in subsequent periods.
 
 
 
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Interest on the staff
 
retirement indemnity obligations
 
and service cost, consisting
 
of current service cost, past
 
service cost and gains
or losses on settlement are
 
recognized in the income statement. In calculating the
 
SLSRI obligation, the Group also
 
considers potential
separations before normal retirement
 
based on the terms of previous voluntary exit
 
schemes.
Termination
 
benefits are payable when employment is terminated by the Group before
 
the normal retirement date, or whenever an
employee accepts voluntary redundancy in exchange for
 
these benefits (including those in the context of the Voluntary Exit Schemes
implemented by the Group). The Group recognizes 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 Group recognizes costs for a restructuring that involves the
 
payment
of termination
 
benefits. In
 
the case
 
of an
 
offer
 
made to
 
encourage
 
voluntary
 
redundancy,
 
the termination
 
benefits are
 
measured
based on the number of employees expected to accept
 
the offer. Termination
 
benefits falling due more than 12 months after the
 
end
of the reporting period are discounted to their present
 
value.
(iv) Performance-based cash payments
The Group's Management awards high performing employees with bonuses in cash, from time to time, on a discretionary basis. Cash
payments
 
requiring only
 
Management approval
 
are recognized
 
as employee
 
benefit expenses
 
on an
 
accrual basis.
 
Cash payments
requiring General
 
Meeting approval
 
as distribution of
 
profits to staff
 
are recognized
 
as employee benefit
 
expense in the
 
accounting
period that they are approved by the Group’s
 
shareholders.
(v) Share-based payments
The Group’s Management awards
 
employees with bonuses in the form of shares and share options on a discretionary basis and after
taking into account the current
 
legal framework. Non-performance
 
related shares vest in the
 
period granted. Share based payments
that are contingent upon the achievement
 
of a performance and service condition, vest only if both conditions are
 
satisfied.
The fair value of the share options
 
granted is recognized as an employee benefit expense over the vesting period,
 
with an equal credit
in equity,
 
i.e.no impact on
 
the Group’s
 
equity.
 
The amount
 
ultimately recognised
 
as an expense
 
is based on
 
the number
 
of awards
that meet the related service and non-market
 
performance conditions at the vesting date.
The fair
 
value of the
 
share options
 
at grant
 
date is determined
 
by using an
 
adjusted option
 
pricing model which
 
takes into
 
account
the
 
exercise
 
price,
 
the
 
exercise
 
dates,
 
the
 
term
 
of
 
the
 
option,
 
the
 
share
 
price
 
at
 
grant
 
date
 
and
 
expected
 
price
 
volatility
 
of
 
the
underlying share,
 
the expected
 
dividend yield
 
and the
 
risk-free
 
interest
 
rate
 
for the
 
term of
 
the options.
 
The expected
 
volatility is
measured at the grant date of the options
 
and is based on the historical volatility of the share price.
For share-based
 
payment awards
 
with non-vesting
 
conditions, the fair
 
value of the
 
share-based payment
 
at grant
 
date also reflects
such conditions and there is no true-up for differences
 
between expected and actual outcomes.
When the options
 
are exercised
 
and new shares
 
are issued, the
 
proceeds received
 
net of any
 
directly attributable
 
transaction costs
are credited to share capital
 
(par value) and share premium.
2.2.18 Repossessed properties
Land and buildings repossessed
 
through an auction
 
process to recover
 
impaired loans are,
 
except where otherwise
 
stated, included
in ‘Other Assets’. Assets acquired from an auction process are held temporarily for liquidation and are valued at the lower of cost and
net realizable value, which is the estimated
 
selling price, in the ordinary course of business, less costs necessary to
 
make the sale.
In cases where the Group makes use of repossessed
 
properties as part of its operations, they may be reclassified to
 
own occupied or
investment properties, as appropriate.
Any gains or losses on liquidation are included in the income statement.
2.2.19 Related party transactions
Related parties of the Group include:
(a) an entity that has control over the Group and
 
entities controlled, jointly controlled or significantly influenced by this entity, as well
as members of its key management personnel
 
and their close family members;
(b) an entity that has significant influence over the Group
 
and entities controlled by this entity,
 
 
 
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(c) members of key
 
management personnel of the Group,
 
their close family members and
 
entities controlled or jointly
 
controlled by
the abovementioned persons;
(d) associates and joint ventures of the Group;
(e) fellow subsidiaries;
(f) post-employment benefit plans established for the benefit
 
of the Group’s employees.
Transactions
 
of similar
 
nature are
 
disclosed on
 
an aggregate
 
basis. All
 
banking transactions
 
entered into
 
with related
 
parties are
 
in
the normal course of business and are conducted on an arm's length
 
basis.
2.2.20 Provisions
Provisions are recognized when
 
the Group has a present legal or
 
constructive obligation as a result of past
 
events, it is probable that
an outflow of resources embodying economic benefits will be required
 
to settle the obligation, and reliable estimates
 
of the amount
of the obligation can be made.
The
 
amount
 
recognized
 
as
 
a
 
provision
 
is
 
the
 
best
 
estimate
 
of
 
the
 
expenditure
 
required
 
to
 
settle
 
the
 
present
 
obligation
 
at
 
each
reporting date, taking into account
 
the risks and uncertainties surrounding the amount of such expenditure.
Provisions
 
are reviewed
 
at
 
each reporting
 
date
 
and adjusted
 
to
 
reflect
 
the current
 
best
 
estimate.
 
If,
 
subsequently,
 
it is
 
no longer
probable that an outflow
 
of resources embodying economic
 
benefits will be
 
required to settle the
 
obligation, the provision is
 
reversed.
2.2.21 Operating segment
An operating
 
segment is
 
a component
 
of the
 
Group that
 
engages in
 
business activities
 
from which
 
it may
 
earn revenue
 
and incur
expenses within
 
a particular
 
economic environment.
 
Operating segments
 
are identified
 
on the
 
basis of
 
internal reports,
 
regarding
operating results, of components of the
 
Group that are regularly reviewed
 
by the chief operating decision maker
 
in order to allocate
resources
 
to the
 
segment
 
and to
 
assess its
 
performance.
 
The chief
 
operating
 
decision maker
 
has been
 
identified
 
as the
 
Strategic
Planning Committee that is
 
responsible for strategic decision making.
 
Segment revenue, segment expenses
 
and segment performance
include
 
transfers
 
between
 
business
 
segments.
 
Such
 
transfers
 
are
 
accounted
 
for
 
at
 
competitive
 
prices
 
in
 
line
 
with
 
charges
 
to
unaffiliated customers
 
for similar services.
2.2.22 Share capital
Ordinary shares and preference
 
shares are classified as equity.
 
Incremental
 
costs directly
 
attributable
 
to the
 
issue of
 
new shares
 
or
options are shown in equity as a deduction from the proceeds, net
 
of tax.
Dividend
 
distribution
 
on
 
shares
 
is
 
recognized
 
as
 
a
 
deduction
 
in
 
the
 
Group’s
 
equity
 
when
 
approved
 
by
 
the
 
General
 
Meeting
 
of
shareholders
 
and the
 
required
 
regulatory
 
approvals,
 
if any,
 
are
 
obtained.
 
Interim
 
dividends are
 
recognized
 
as
 
a deduction
 
in
 
the
Group's equity when approved by the Board of
 
Directors.
Intercompany
 
non-cash
 
distributions
 
that
 
constitute
 
transactions
 
between
 
entities
 
under
 
common
 
control
 
are
 
recorded
 
in
 
the
Group’s equity by reference
 
to the book value of the assets distributed.
Where any Group entity purchases the Company’s equity share capital (treasury shares), the consideration paid including any
 
directly
attributable incremental
 
costs (net
 
of income taxes),
 
is deducted
 
from shareholders’
 
equity until the
 
shares are
 
cancelled, reissued
or disposed of. Where such
 
shares are subsequently sold or reissued, any consideration
 
received is included in shareholders’ equity.
2.2.23 Preferred securities
Preferred securities issued by the
 
Group are classified as equity when there
 
is no contractual obligation to
 
deliver to the holder cash
or another financial asset.
 
Incremental costs directly attributable to the issue of new preferred securities are shown in equity as a deduction from the proceeds,
net of tax.
Dividend distribution on preferred securities
 
is recognized as a deduction in the Group’s
 
equity on the date it is due.
 
 
 
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Where
 
preferred
 
securities,
 
issued
 
by
 
the
 
Group,
 
are
 
repurchased,
 
the
 
consideration
 
paid
 
including
 
any
 
directly
 
attributable
incremental costs (net of income
 
taxes), is deducted from shareholders’ equity. Where such securities
 
are subsequently called or sold,
any consideration received is included
 
in shareholders’ equity.
2.2.24 Financial guarantees and commitments to extend
 
credit
Financial guarantees
Financial guarantee
 
contracts are
 
contracts that
 
require the issuer
 
to make
 
specified payments to
 
reimburse the
 
holder for a
 
loss it
incurs because
 
a specified
 
debtor fails
 
to make
 
payments when
 
due, in
 
accordance with
 
the terms
 
of a
 
debt instrument.
 
Financial
guarantees granted by
 
the Group to banks, financial institutions and other bodies on behalf of customers
 
to secure loans, overdrafts
and other banking facilities, are initially recognized
 
at fair value, being the premium received. Subsequent
 
to initial recognition, such
guarantees are measured
 
at the higher of the amount of
 
the ECL allowance, and the
 
amount initially recognised less any
 
cumulative
amortization of the fee earned, where appropriate.
Financial guarantees purchased
 
by the Group that
 
are considered as integral
 
to the contractual
 
terms of the guaranteed
 
instrument
are not accounted for separately and
 
the cash flows from
 
the guarantee are taken into account
 
in the measurement of
 
the guaranteed
instrument’s expected credit losses, whereas any fees paid or transaction costs incurred for the acquisition of the financial guarantee
are considered as part of the guaranteed
 
asset’s effective interest
 
rate.
On the
 
other hand,
 
financial guarantees
 
purchased that
 
are not
 
considered as
 
integral to
 
the contractual
 
terms of
 
the guaranteed
instruments are accounted for separately where a reimbursement asset is recognized and included in Other
 
Assets once is its
 
virtually
certain that, under the terms and conditions of the guarantee, the Group will be reimbursed for the credit loss incurred.
 
The changes
in the carrying
 
amount of the
 
above reimbursement
 
asset arising from
 
financial guarantees,
 
entered into
 
to mitigate
 
the credit risk
of lending exposures measured at amortized
 
cost, are recognized under ‘Impairment
 
losses’ in the Group’s income statement.
Commitments to extend credit
Commitments represent
 
off-balance sheet items
 
where the
 
Group commits,
 
over the
 
duration of
 
the agreement,
 
to provide
 
a loan
with
 
pre-specified
 
terms
 
to
 
the
 
customer.
 
Such
 
contractual
 
commitments
 
represent
 
commitments
 
to
 
extend
 
credit
 
and
 
standby
letters and they are part of the normal lending
 
activities of the Group, for which an ECL allowance is recognised
 
under IFRS 9.
ECL allowance for off-balance sheet exposures
 
(financial guarantees granted and
 
commitments) is included within Other Liabilities.
2.2.25 Non-current assets classified as held for sale and discontinued
 
operations
Non-current
 
assets are
 
classified as
 
held for
 
sale if
 
their carrying
 
amount will
 
be recovered
 
through a
 
sale transaction
 
rather
 
than
through
 
continuing
 
use.
 
For
 
a non
 
-
 
current
 
asset
 
to
 
be classified
 
as
 
held
 
for
 
sale, it
 
is available
 
for
 
immediate
 
sale
 
in
 
its
 
present
condition, subject to terms that are usual and
 
customary for sales of such assets, and the sale is considered
 
to be highly probable. In
such cases, management
 
is committed to
 
the sale and actively markets
 
the property for
 
sale at a price that
 
is reasonable in relation
to the
 
current
 
fair value.
 
The sale
 
is also
 
expected to
 
qualify for
 
recognition
 
as a
 
completed sale
 
within one
 
year from
 
the date
 
of
classification. Before their classification as
 
held for sale,
 
assets are remeasured in
 
accordance with the
 
respective accounting standard.
Assets held for sale are subsequently remeasured at the lower of their carrying amount and
 
fair value less cost to sell. Any loss arising
from the above measurement is recorded in
 
profit or loss and can
 
be reversed in the future. When
 
the loss relates to a disposal
 
group,
it is allocated to the assets within that disposal group.
The Group presents discontinued operations in a
 
separate line in the
 
consolidated income statement if a Group entity
 
or a component
of a Group entity has been disposed of or is classified as held for sale and:
(a) Represents a separate
 
major line of business or geographical area of operations;
(b) Is part of a single coordinated plan to dispose of a separate
 
major line of business or geographical area of operations;
 
or
(c) Is a subsidiary acquired exclusively with a view
 
to resale.
Profit or
 
loss from
 
discontinued operations
 
includes the
 
profit or
 
loss before
 
tax from
 
discontinued operations,
 
the gain
 
or loss
 
on
disposal
 
before
 
tax
 
or
 
measurement
 
to
 
fair
 
value
 
less
 
costs
 
to
 
sell
 
and
 
discontinued
 
operations
 
tax
 
expense.
 
Intercompany
transactions
 
between
 
continuing
 
and
 
discontinued
 
operations
 
are
 
presented
 
on
 
a
 
gross
 
basis
 
in
 
the
 
income
 
statement.
 
Upon
classification of a Group entity as a discontinued operation,
 
the Group restates prior periods in
 
the consolidated income statement.
 
 
 
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2.2.26 Cash and cash equivalents
Cash and
 
cash equivalents
 
include cash
 
in hand,
 
unrestricted
 
deposits with
 
central
 
banks,
 
due from
 
credit
 
institutions
 
that are
 
all
carried at amortised cost and other short-term highly liquid investments with original maturities of three months or
 
less that are held
for trading.
2.2.27 Government grants
Government grants
 
are transfers
 
of resources
 
to the Group
 
by a government
 
entity such as
 
government, government
 
agencies and
similar bodies whether local,
 
national or international,
 
in return for
 
compliance with certain past
 
or future conditions related
 
to the
Group’s operating
 
activities.
Government grants are recognized when there is reasonable assurance that the grant will
 
be received and the Group will
 
comply with
the conditions
 
attached to
 
it. The
 
grants
 
are recognized
 
in the
 
income statement
 
on a
 
systematic
 
basis to
 
match the
 
way that
 
the
Group
 
recognizes
 
the
 
expenses
 
for
 
which
 
the
 
grants
 
are
 
intended
 
to
 
compensate.
 
In
 
case
 
of
 
subsequent
 
changes
 
in
 
the Group’s
expectations
 
of
 
meeting
 
the
 
conditions
 
attached
 
to
 
the
 
government
 
grants,
 
the
 
effect
 
of
 
such
 
changes
 
is
 
recognised
 
in
 
income
statement.
2.2.28 Fiduciary activities
The Group provides
 
custody,
 
trustee, corporate
 
administration, investment
 
management and advisory
 
services to third
 
parties that
result
 
in
 
the
 
holding
 
or
 
investing
 
of
 
assets
 
on
 
behalf
 
of
 
its
 
clients.
 
This
 
involves
 
the
 
Group
 
making
 
allocation,
 
purchase
 
and
 
sale
decisions in relation to
 
a wide range of
 
financial instruments. The Group
 
receives fee income for providing these
 
services. Those assets
that are
 
held in a
 
fiduciary capacity are
 
not assets of
 
the Group and
 
are not recognized
 
in the financial
 
statements.
 
In addition, the
Group does not guarantee these investments
 
and as a result it is not exposed to any credit risk in relation
 
to them.
3.
 
Critical accounting estimates and judgments in applying accounting policies
In the process
 
of applying the Group’s
 
accounting policies, Management
 
makes various
 
judgments, estimates and
 
assumptions that
may affect
 
the reported
 
amounts of
 
assets and
 
liabilities, revenues
 
and expenses
 
recognized in
 
the financial
 
statements within
 
the
next financial year
 
and the accompanying
 
disclosures. Estimates and
 
judgments are continually
 
evaluated and
 
are based on current
conditions, historical experience
 
and other factors, including
 
expectations of future
 
events that are believed
 
to be reasonable under
the
 
circumstances.
 
Revisions
 
to
 
estimates
 
are
 
recognized
 
prospectively.
 
The
 
most
 
significant
 
areas
 
in
 
which
 
the
 
Group
 
makes
judgments, estimates and assumptions in applying its accounting
 
policies are set out below:
3.1
 
Impairment losses on loans and advances to customers
In
 
2022,
 
the
 
geopolitical
 
and
 
economic
 
upheaval
 
caused
 
by
 
the
 
Russian
 
invasion
 
in
 
Ukraine,
 
along
 
with
 
the
 
persistent
 
-
 
albeit
decelerating
 
-
 
inflationary
 
pressures,
 
high
 
energy
 
prices
 
and
 
rising
 
borrowing
 
costs
 
affected
 
negatively
 
the
 
global
 
economic
environment,
 
worsened
 
the macroeconomic
 
outlook
 
of the
 
European
 
economies, which
 
are
 
now
 
confronted
 
with
 
a slowdown
 
in
growth and, accordingly,
 
exacerbated economic uncertainty in the regions
 
that the Group operates. In this volatile environment,
 
the
Greek economy has exhibited
 
notable resilience, mainly
 
driven by the
 
increase in consumption,
 
export of services,
 
strong performance
in tourism and further acceleration of new
 
investments supported
 
by the RRF funds, which is expected to continue,
 
at a slower pace
though (note 2).
On the back of the overall economic uncertainty mentioned above, the Group continued its robust performance, as evidenced by the
level of its credit quality
 
indicators at year
 
end 2022 that outperformed the
 
expected levels in terms
 
of NPE ratio and NPE coverage,
while it remains cautious towards the risks that may
 
eventually affect vulnerable corporate
 
borrowers (like those that operate
 
in the
food industry,
 
the energy sector,
 
the supply of raw
 
materials for the
 
construction sector etc.)
 
and erode the
 
disposable income and
the repayment capacity of retail customers.
 
In this context, in the fourth quarter of
 
2022, the Group revised the key macroeconomic
variables
 
incorporated
 
in
 
the
 
IFRS
 
9
 
expected
 
credit
 
losses’
 
models,
 
in
 
order
 
to
 
reflect,
 
to
 
the
 
extent
 
possible,
 
the
 
uncertainties
surrounding
 
the
 
economic
 
environment.
 
Furthermore,
 
the
 
Group
 
enhanced
 
the
 
use
 
of
 
industry
 
specific
 
variables
 
for
 
corporate
portfolio
 
as
 
well
 
as
 
the
 
monitoring
 
framework
 
of
 
vulnerable
 
corporate
 
borrowers
 
and
 
incorporated
 
inflation
 
and
 
interest
 
rates
movements
 
in the
 
retail
 
borrowers’
 
debt capacity
 
assessment,
 
so as
 
to better
 
capture
 
the impact
 
of the
 
macro
 
indicators
 
on the
performance of its loan portfolios.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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Expected Credit Loss (ECL) measurement
 
The ECL measurement requires Management to apply judgment, in
 
particular, the estimation of the amount and timing
 
of future cash
flows
 
and collateral
 
values
 
when determining
 
impairment
 
losses and
 
the assessment
 
of a
 
significant
 
increase in
 
credit risk.
 
These
estimates are driven by a number of factors, changes in
 
which can result in significant changes to the
 
timing and amount of allowance
for credit loss to be recognized.
The Group’s ECL calculations are
 
outputs of complex
 
models with a
 
number of underlying
 
assumptions regarding the choice
 
of variable
inputs
 
and
 
their
 
interdependencies.
 
In
 
addition,
 
temporary
 
adjustments
 
may
 
be
 
required
 
to
 
capture
 
new
 
developments
 
and
information available, which are not
 
reflected yet in the ECL calculation through
 
the risk models.
The elements of the ECL models that are considered
 
significant accounting judgments and estimates include:
Determination of a significant increase of credit risk
IFRS 9
 
does not
 
include a definition
 
of what
 
constitutes a
 
significant increase
 
in credit
 
risk (SICR). An
 
assessment of
 
whether credit
risk has increased
 
significantly since initial
 
recognition is performed
 
at each reporting
 
period by considering
 
primarily the change
 
in
the risk of default occurring over the
 
remaining life of the financial instrument. The Group assesses
 
whether a SICR has occurred since
initial
 
recognition
 
based
 
on
 
qualitative
 
and
 
quantitative
 
reasonable
 
and
 
supportable
 
forward-looking
 
information
 
that
 
includes
significant
 
management
 
judgment
 
(note
 
2.2.13).
 
More
 
stringent
 
criteria
 
could
 
significantly
 
increase
 
the
 
number
 
of
 
instruments
migrating to stage 2.
Retail lending
For retail
 
lending exposures
 
the primary criterion
 
is the change in
 
the residual cumulative
 
lifetime Probability
 
of Default (PD)
 
above
specified thresholds.
 
These thresholds
 
are set
 
and vary per
 
portfolio, modification
 
status (modified/non-modified),
 
product type as
well as per origination PD level. In general, thresholds for lower origination
 
PDs are higher than those assessed for higher origination
PDs.
As at 31 December 2022 and 2021, the range of lifetime PD thresholds based on the above segmentation, that triggers the allocation
to stage 2 for Greece’s
 
retail exposures are set
 
out below:
.
Retail exposures
Range of SICR thresholds
Mortgage
30%-50%
Home Equity
10%-80%
SBB
10%-65%
Consumer
60%-100%
Wholesale lending
For wholesale lending exposures, the origination PD curves and the residual lifetime PD curves at each reporting date
 
are mapped to
credit rating
 
bands. Accordingly,
 
SICR thresholds
 
are based
 
on the
 
comparison of
 
the origination
 
and reporting
 
date credit
 
ratings,
whereby rating downgrades represent changes in residual lifetime PD. Similar to retail
 
exposures, the Group segments the wholesale
lending exposures based
 
on asset class, loan
 
type and credit rating
 
at origination.
In addition, for securitized
 
notes issued by special
purpose entities established by
 
the Group, the
 
SICR assessment is
 
performed by considering the
 
performance of the
 
underlying assets.
As
 
at
 
31
 
December
 
2022
 
and
 
2021,
 
the
 
credit
 
rating
 
deterioration
 
thresholds
 
per
 
rating
 
bands
 
for
 
Greece’s
 
wholesale
 
lending
exposures that trigger
 
allocation to stage
 
2 are set out
 
below. In
 
particular,
 
as per the Group’s
 
SICR policy,
 
any downgrade
 
to rating
band 6 or high-risk rating bands (7,8 or 9) is considered as SICR event
 
to all corporate lending portfolios:
.
Wholesale internal rating bands
Minimum SICR threshold range
1
Five notches
2
Four notches
3
Three notches
4
Two notches
5-8
One notch
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
Determination of scenarios, scenario weights and macroeconomic factors
To achieve
 
the objective of measuring ECL, the Group evaluates a
 
range of possible outcomes in line with the requirements
 
of IFRS 9
through the application of a minimum three macroeconomic scenarios, i.e. baseline, adverse and optimistic, in a way
 
that reflects an
unbiased and probability weighted
 
outcome. Each of the scenarios is based
 
on Management’s assumptions around
 
future economic
conditions in the
 
form of macroeconomic,
 
market and
 
other factors.
 
As at 31 December
 
2022 and 2021,
 
the probability weights
 
for
the above mentioned scenarios applied by the Group
 
in the ECL measurement calculations are 50% for the
 
baseline scenario and 25%
for the adverse and optimistic scenarios.
The key assumptions underlying in each macroeconomic scenario
 
are provided below:
Baseline scenario
Baseline
 
scenario
 
assumes
 
no
 
escalation
 
of
 
the
 
war
 
in
 
Ukraine,
 
no
 
change
 
in
 
EU
 
sanctions
 
against
 
Russia
 
and
 
monetary
 
policy
trajectory as
 
well as stability
 
related to
 
the political cycle.
 
Core inflation
 
for Greece is
 
assumed to
 
gradually de-escalate,
 
increase in
post-Covid 19
 
employment is
 
assumed to
 
contribute to
 
lower unemployment
 
path, real
 
estate prices
 
continue their
 
upward trend,
while short-term prospects are supported by the: (a) strong tourist season
 
expected, (b) Recovery and Resilience Facility, Multiannual
Financial Framework and European Investment Bank funds, (c) ample
 
liquidity (deposits and state cash buffer) and (d)
 
fiscal measures
adopted to cushion energy.
 
In the Eurozone
 
front, the ECB is
 
expected to pause
 
its monetary policy tightening
 
in the first
 
quarter of
2023.
Optimistic scenario
The optimistic scenario assumes quicker recovery in 2022 and 2023, compared to the baseline scenario, as a result of: (a) higher than
expected
 
tourism
 
revenues,
 
(b)
 
no
 
negative
 
developments
 
with
 
respect
 
to
 
the
 
energy
 
crisis
 
(energy
 
prices
 
remain
 
unchanged
compared to
 
the baseline scenario),
 
and (c) no
 
escalation of
 
the war in
 
Ukraine. In
 
addition, it assumes
 
quick resolution
 
of political
uncertainty, formation
 
of a stable government with no need for a third round of elections and no negative
 
surprises from the flow of
EU funds.
Adverse scenario
The adverse scenario assumes a prolongation and escalation of the
 
war and economic sanctions, which leads to
 
a larger supply shock,
manifested in higher oil prices, and increase in domestic uncertainty as a
 
result of the political cycle / elections.
 
Therefore, higher and
more
 
persistent
 
inflation
 
(and
 
subsequent
 
erosion
 
of
 
incomes),
 
more
 
protracted
 
postponement
 
of
 
investment,
 
lower
 
external
demand but also more fiscal support measures, capped by the fiscal space of the country are expected. Also, negative
 
developments
are assumed on the RRF and structural reforms
 
fronts, while uncertainty around the Eurozone
 
growth outlook intensifies.
Forward-looking information
The Group ensures that impairment
 
estimates and macroeconomic forecasts,
 
as provided by Economic Analysis
 
& Financial Markets
Research
 
Division,
 
applicable
 
for
 
business
 
and
 
regulatory
 
purposes
 
are
 
fully
 
consistent.
 
Accordingly,
 
the
 
IFRS
 
9
 
baseline
 
scenario
applied in the ECL calculation coincides with the one used for ICAAP
 
and business planning purposes. In addition, relevant experience
gained from the stress tests
 
imposed by the regulator,
 
has been taken into account in the process of developing
 
the macroeconomic
scenarios, as well as impairments for stress testing
 
purposes have been forecasted
 
in line with IFRS 9 ECL methodology.
In
 
terms
 
of
 
macroeconomic
 
assumptions,
 
the
 
Group
 
assesses
 
a
 
number
 
of
 
indicators
 
in
 
projecting
 
the
 
risk
 
parameters,
 
namely
Residential and
 
Commercial Property
 
Price Indices, unemployment,
 
Gross Domestic
 
Product (GDP), Greek
 
Government Bond
 
(GGB)
spread over Euribor and inflation as well as interest
 
and FX rates.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
The arithmetic averages of the scenarios’ probability-weighted
 
annual forecasts for the next four year
 
period following the reporting
date,
 
used
 
in
 
the
 
ECL
 
measurement
 
of
 
Greek
 
lending
 
portfolios
 
for
 
the
 
year
 
ended
 
31
 
December
 
2022
 
and
 
2021,
 
are
 
set
 
in
 
the
following table:
Key macroeconomic indicator
31 December 2022
31 December 2021
Average (2023-2026)
 
annual forecast
Average (2022-2025)
 
annual forecast
Gross Domestic Product growth
2.10%
3.27%
Unemployment rate
10.76%
12.60%
Residential property prices' index
3.71%
5.55%
Commercial property prices' index
3.46%
5.75%
Inflation rate
3.10%
1.57%
Changes in the
 
scenarios and weights,
 
the corresponding
 
set of macroeconomic
 
variables and
 
the assumptions made
 
around those
variables for
 
the forecast
 
horizon would
 
have a significant
 
effect on
 
the ECL amount.
 
The Group independently
 
validates all models
and
 
underlying
 
methodologies
 
used
 
in
 
the
 
ECL
 
measurement
 
through
 
competent
 
resources,
 
who are
 
independent
 
of
 
the
 
model
development process.
Development of ECL models, including the various formulas, choice
 
of inputs and interdependencies
For the purposes
 
of ECL measurement
 
the Group performs
 
the necessary model parameterization
 
based on observed
 
point-in-time
data on
 
a granularity
 
of monthly intervals.
 
The ECL calculations
 
are based
 
on input parameters,
 
i.e. exposure
 
at default
 
(EAD), PDs,
loss
 
given
 
default
 
(LGD),
 
credit
 
conversion
 
factors
 
(CCFs)
 
etc.
 
incorporating
 
Management’s
 
view
 
of
 
the
 
future.
 
The
 
Group
 
also
determines the
 
links between
 
macroeconomic scenarios
 
and, economic inputs,
 
such as unemployment
 
levels and collateral
 
values,
and the effect on PDs, EADs and LGDs.
Furthermore,
 
the
 
PDs
 
are
 
unbiased
 
rather
 
than
 
conservative
 
and
 
incorporate
 
relevant
 
forward
 
looking
 
information
 
including
macroeconomic scenarios. The forecasting
 
risk parameters models incorporate
 
a number of macroeconomic variables,
 
such as GDP,
unemployment etc. and
 
portfolio specific variables
 
such as seasonal flag etc.,
 
which are used as independent
 
variables for optimum
predictive capability.
 
In 2022,
 
the Group
 
proceeded with
 
the recalibration
 
of its
 
PD models,
 
by introducing
 
industry specific
 
macro
variables in corporate borrowers and applying interest
 
rate and inflation scalars in the estimation of retail customers’ debt to income
ratio. More
 
specifically,
 
in the
 
latter case,
 
the borrowers’
 
instalments were
 
estimated with
 
the use
 
of the
 
projected
 
interest
 
rates,
while the income model, also took into account the projected
 
inflation on top of the projected GDP and unemployment
 
ratio.
 
The ECL
 
models are
 
based on
 
logistic regressions
 
and run
 
under the
 
different
 
macroeconomic scenarios
 
and relevant
 
changes and
shocks in the macro environment reflected
 
accordingly in a non-linear manner.
Segmentation of financial assets when their ECL is assessed on a collective
 
basis
The Group segments
 
its exposures on the
 
basis of shared credit
 
risk characteristics
 
upon initial recognition
 
for the purposes
 
of both
assessing significant
 
increase in
 
credit risk
 
and measuring
 
loan loss
 
allowance on
 
a collective
 
basis. The
 
different
 
segments aim
 
to
capture differences
 
in PDs
 
and in the
 
rates of
 
recovery in
 
the event
 
of default.
 
On subsequent
 
periods, the
 
Group re-evaluates
 
the
grouping
 
of
 
its
 
exposures
 
at
 
least
 
on
 
an
 
annual basis,
 
in
 
order
 
to
 
ensure
 
that
 
the groups
 
remain
 
homogeneous
 
in
 
terms
 
of
 
their
response
 
to the
 
identified
 
shared credit
 
risk characteristics.
 
Re-segmentation
 
reflects
 
management’s
 
perception
 
in respect
 
to
 
the
change of credit risk associated with the particular exposures
 
compared to initial recognition.
Modeling and Management overlays / adjustments
A number
 
of sophisticated
 
models have
 
been developed
 
or modified
 
to calculate
 
ECL, while
 
temporary
 
management
 
adjustments
may be required to
 
capture new developments and information
 
available, which are not yet
 
reflected in the ECL calculation
 
through
the risk models. Accordingly,
 
considering the
macroeconomic conditions and geopolitical
 
backdrop linked
 
to the war in Ukraine,
Management incorporates
 
in ECL calculations
 
an estimation
 
of potentially
non modeled
risks
arising from its
 
corporate lending
portfolios,
 
representing 4% of ECL stock.
 
Management adjustments reflect in 2022 the sensitivity of the macroeconomic variability in
the risk
 
profile of
 
debtors.
 
Internal counterparty
 
rating changes,
 
new or
 
revised models
 
and data
 
may significantly
 
affect ECL.
 
The
models are governed
 
by the Group’s
 
validation framework,
 
which aim to ensure
 
independent verification,
 
and are approved
 
by the
Board Risk Committee (BRC).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
Sensitivity analysis on lending portfolios
The sensitivity analysis when performed on certain key parameters can provide meaningful information only for portfolios
 
where the
risk parameters have a significant
 
impact on the overall credit risk of a lending portfolio, particularly where such sensitivities are also
used for internal credit risk management purposes. Otherwise, a sensitivity analysis on certain combinations of some risk
 
parameters
may not produce
 
meaningful results, as
 
in reality there
 
are interdependencies
 
between the various
 
economic inputs, rendering
 
any
changes in the parameters, changes correlated
 
in other factors.
The sensitivity analysis presented
 
in the tables below assumes a
 
favorable and
 
an adverse shift in the
 
scenario weighting, compared
to the one applied in the
 
ECL measurement. As at
 
31 December 2022, considering that
 
the prevailing macroeconomic
 
conditions, as
reflected
 
in
 
the
 
three
 
scenarios
 
incorporated
 
in
 
the
 
IFRS9
 
weighted
 
probability
 
scenario,
 
have
 
resulted
 
in
 
the
 
widening
 
of
 
the
differences
 
of
 
the
 
macro
 
variables’
 
levels
 
among
 
the
 
scenarios,
 
the
 
Group
 
rebalanced
 
the
 
scenario
 
weighting
 
used
 
in
 
the
 
ECL
sensitivity analysis in order to reflect a reasonable potential change
 
of key macroeconomic indicators. Accordingly,
 
the favorable shift
assumes an increase in the weighting of the optimistic
 
scenario at 50% and a stable weighting
 
of the baseline scenario at 50%, while
the adverse shift assumes an increase in the weighting of the adverse scenario at 50% and a stable weighting of the
 
baseline scenario
at 50%.
 
Correspondingly,
 
at year-end
 
2021, the
 
favorable
 
swift assumed
 
an increase
 
in the
 
weighting of
 
the optimistic
 
scenario at
75% and a decrease
 
in the weighting
 
of the baseline scenario
 
at 25%, while the
 
adverse swift assumed
 
an increase in
 
the weighting
of the adverse scenario
 
at 75% and a decrease in
 
the weighting of the baseline
 
scenario at 25% compared
 
to the scenario weighting
applied by the Group in ECL measurement.
The tables below
 
present the estimated
 
effect in the
 
Group’s
 
ECL measurement (including
 
off-balance sheet items)
 
per stage,
 
upon
potential reasonable
 
combined changes
 
of forecasts
 
in key
 
macroeconomic indicators
 
over the
 
next 5
 
years (2023-2027
 
and 2022-
2026, respectively):
As at 31 December 2022
As at 31 December 2021
Sensitivity scenario
Sensitivity scenario
Key macroconomic
 
indicators
 
Combined change %
Key macroconomic
 
indicators
 
Combined change %
Positive
change
Adverse
change
Positive
change
Adverse
change
GDP growth
 
41%
-41%
change of annual forecasts
GDP growth
 
20%
-20%
change of annual forecasts
Unemployment
rate
 
-11%
11%
change of annual forecasts
 
Unemployment
rate
 
-11%
11%
change of annual forecasts
 
Inflation rate
-2%
2%
change of annual forecasts
 
Inflation rate
1%
-1%
change of annual forecasts
 
Property indices
 
(RRE/CRE)
4%
-4%
change of
 
index adjusted
 
real estate collateral market
values
Property indices
 
(RRE/CRE)
3%
-3%
change of
 
index adjusted
 
real estate collateral market
values
Estimated effect per stage as at 31 December 2022
Positive change
Adverse change
12-month
ECL - Stage 1
Lifetime ECL
- Stage 2
Lifetime ECL
credit-impaired
31 December
2022
12-month
ECL - Stage 1
Lifetime ECL
- Stage 2
Lifetime ECL
credit-impaired
31 December
2022
 
Ιmpact in
 
€ million
(12)
(36)
(34)
(82)
10
43
35
88
 
Ιmpact in
 
% allowance
-7.08
-9.96
-2.93
-4.86
5.73
11.99
3.03
5.24
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
Estimated effect per stage as at 31 December 2021
Positive change
Adverse change
12-month
ECL - Stage 1
Lifetime ECL
- Stage 2
Lifetime ECL
credit-impaired
31 December
2021
12-month
ECL - Stage 1
Lifetime ECL
- Stage 2
Lifetime ECL
credit-impaired
31 December
2021
 
Ιmpact in
 
€ million
(9)
(24)
(28)
(61)
6
30
34
70
 
Ιmpact in
 
% allowance
-5.06
-7.57
-1.98
-3.20
3.47
9.39
2.37
3.64
The
 
Group
 
updates
 
and
 
reviews
 
the
 
reasonability
 
and
 
performs
 
back-testing
 
of
 
the
 
main
 
assumptions
 
used
 
in
 
its
 
methodology
assessment for SICR
 
and ECL measurement,
 
at least on an
 
annual basis or earlier,
 
based on facts and
 
circumstances. In this
 
context,
experienced and dedicated staff within the
 
Group’s Risk Management function monitor the
 
risk parameters applied for the
 
estimation
of ECL. Furthermore, as part of the well-defined governance framework,
 
any revisions to the methodology used are approved by the
Group competent committees and
 
ultimately the Board Risk Committee (BRC).
3.2
 
Fair value of financial instruments
The fair
 
value of financial
 
instruments is
 
the price that
 
would be received
 
to sell an
 
asset or paid
 
to transfer
 
a liability in
 
an orderly
transaction
 
between market
 
participants in
 
the principal
 
(or most
 
advantageous)
 
market
 
at the
 
measurement
 
date
 
under current
market
 
conditions
 
(i.e. an
 
exit price)
 
regardless
 
of whether
 
that
 
price is
 
directly
 
observable
 
or estimated
 
using another
 
valuation
technique.
The fair
 
value of
 
financial instruments
 
that are
 
not quoted
 
in an active
 
market are
 
determined by
 
using other
 
valuation techniques
that
 
include
 
the
 
use
 
of
 
valuation
 
models.
 
In
 
addition,
 
for
 
financial
 
instruments
 
that
 
trade
 
infrequently
 
and
 
have
 
little
 
price
transparency,
 
fair value is less objective and requires varying degrees of judgment depending on liquidity, concentration, uncertainty
of market factors,
 
pricing assumptions and other risks
 
affecting the specific instrument.
 
In these cases, the fair values
 
are estimated
from observable data in respect of similar financial instruments
 
or using other valuation techniques.
The valuation models used include
 
present value methods and other models based
 
mainly on observable inputs and
 
to a lesser extent
to non-observable inputs, in order to maintain
 
the reliability of the fair value measurement.
Where valuation
 
techniques are used
 
to determine the
 
fair values
 
of financial instruments
 
that are not
 
quoted in an
 
active market,
they are validated
 
and periodically reviewed by
 
qualified personnel independent of the
 
personnel that created
 
them. All models are
certified before they are used, and are calibrated to ensure that outputs reflect actual data and comparative market
 
prices. The main
assumptions and estimates, considered by
 
management when applying a valuation model include:
the likelihood and expected timing of future
 
cash flows;
the selection of the appropriate discount rate, which is based on an assessment of what a market participant would regard as an
appropriate spread of the rate
 
over the risk-free rate;
 
and
judgment to determine what model to use in order
 
to calculate fair value.
To the extent practicable, models use only observable
 
data, however areas such as
 
credit risk (both own
 
and counterparty), volatilities
and correlations require
 
the Management to
 
make estimates
 
to reflect uncertainties
 
in fair values
 
resulting from the
 
lack of market
data inputs. Inputs
 
into valuations based
 
on unobservable data
 
are inherently uncertain
 
because there is little
 
or no current market
data available. However, in most cases there will be
 
some historical data on
 
which to base
 
a fair value measurement and
 
consequently
even when unobservable inputs are used, fair values
 
will use some market observable inputs.
Information in respect of the fair valuation
 
of the Group’s financial assets and liabilities
 
is provided in note 5.3.
3.3
 
Classification of financial instruments
The Group applies significant judgment in assessing the classification
 
of its financial instruments and especially, in
 
the below areas:
Business model assessment
Judgment is exercised
 
in order
 
to determine
 
the appropriate
 
level at which
 
to assess the
 
business model. In
 
assessing the business
model of financial instruments, these are aggregated into groups (business lines) based on their characteristics, and the way they are
managed in order
 
to achieve the Group’s
 
business objectives. In
 
general, the assessment
 
is performed at
 
the business unit
 
level for
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
lending
 
exposures
 
including
 
securitized
 
notes
 
issued
 
by
 
special
 
purpose
 
entities
 
established
 
by
 
the
 
Group
 
and
 
based
 
on
 
the
measurement category for debt securities.
 
However,
 
further disaggregation may be performed by business
 
strategy/ region, etc.
In assessing the business model for financial
 
instruments, the Group performs a past sales evaluation of the
 
financial instruments and
assesses their expected evolution in the future. Judgment is
 
exercised in determining the effect of sales to a “hold
 
to collect” business
model depending on their objective and their acceptable level and frequency.
Contractual cash flow characteristics test
 
(SPPI test)
The
 
Group
 
performs
 
the
 
SPPI
 
assessment
 
of
 
lending
 
exposures
 
and
 
debt
 
securities
 
by
 
considering
 
all
 
the
 
features
 
which
 
might
potentially lead to SPPI
 
failure. Judgment is
 
applied by the responsible
 
business units when considering
 
whether certain contractual
features significantly
 
affect future cash flows.
 
Accordingly,
 
for non-recourse financial
 
assets, the Group assesses jointly
 
criteria such
as the adequacy
 
of equity,
 
LTV (Loan-to
 
-Value) and
 
DSCR (Debt-Service-Coverage-Ratio)
 
ratios as well
 
as the existence
 
of corporate
and personal guarantees. For the securitized notes issued by
 
special purpose entities, either established by
 
the Group or third parties,
and held by the Group, the
 
cash flow characteristics of the
 
notes and the underlying pool of
 
financial assets as well as the credit
 
risk
inherent
 
in each
 
securitization’s
 
tranche compared
 
to the
 
credit risk
 
of all
 
of the
 
underlying pool
 
of financial
 
assets, are
 
assessed.
 
Furthermore, in order to assess whether any variability in the cash flows is introduced by the modified time value of money element,
the Group performs a quantitative assessment (as described in note 2.2.9). Moreover,
 
the Group evaluates certain cases on whether
the existence of performance-related
 
terms exposes the Group to asset risk rather
 
to the borrower's credit risk.
The Group has established a robust framework to perform the necessary assessments in accordance with Group’s
 
policies in order to
ensure
 
appropriate
 
classification
 
of
 
financial
 
instruments,
 
including
 
reviews
 
by
 
experienced
 
staff
 
for
 
lending
 
exposures
 
and
 
debt
securities.
3.4
 
Assess control over investees
Management exercises
 
judgment in
 
order to
 
assess if the
 
Group has control
 
over another
 
entity based on
 
the control
 
elements set
out in note 2.2.1 (i).
In particular, as part of its
 
funding activity and
 
non-performing loans’ management strategy, the Group sponsors certain securitization
vehicles, the relevant
 
activities of which have
 
been predetermined as part
 
of their initial design by the Group.
 
The Group is exposed
to variability of returns
 
from these vehicles
 
through the holding of
 
debt securities issued
 
by them or
 
by providing credit enhancements
in accordance with the respective contractual terms. In assessing whether it
 
has control, the Group considers whether it manages the
substantive decisions that could
 
affect these vehicles’ returns. Accordingly,
 
the Group assesses on a case-by-case basis the structure
of securitization transaction, including the respective
 
contractual arrangements, in order
 
to conclude if it controls these vehicles.
In
 
addition,
 
the
 
Group
 
is
 
involved
 
in
 
the
 
initial
 
design
 
of
 
various
 
mutual
 
funds
 
in
 
order
 
to
 
provide
 
customers
 
with
 
investment
opportunities. The
 
Group primarily
 
acts as
 
an agent
 
in exercising
 
its decision
 
making authority
 
as it
 
is predefined
 
by the
 
applicable
regulated framework.
 
As a result, the Group has concluded that it does not control
 
these funds.
Further information in respect of the structured
 
entities the Group is involved, either consolidated
 
or not, is provided in note 25.
3.5
 
Income tax
The Group is subject to income taxes
 
in various jurisdictions and estimates are required
 
in determining the liability for income taxes.
The Group
 
recognizes
 
liabilities
 
for
 
anticipated
 
tax
 
audit issues
 
based on
 
estimates
 
of whether
 
additional taxes
 
will be
 
due or
 
for
anticipated
 
tax disputes.
 
Where the
 
final tax
 
outcome of
 
these matters
 
is different
 
from the
 
amounts that
 
were initially
 
recorded,
such differences will impact the income tax and deferred
 
tax in the period in which such determination is made. Further information
in relation to the above is provided in
 
note 13.
In addition,
 
the Group
 
recognizes deferred
 
tax assets
 
to the
 
extent that
 
it is probable
 
that sufficient
 
taxable profit
 
will be
 
available
against
 
which
 
unused
 
tax
 
losses
 
and
 
deductible
 
temporary
 
differences
 
can
 
be
 
utilized.
 
Recognition
 
therefore
 
involves
 
judgment
regarding the
 
future financial performance
 
of the particular Group
 
legal entity in which
 
the deferred tax
 
asset has been recognized.
 
Particularly,
 
in order to determine the amount of deferred
 
tax assets that can be recognized,
 
significant management judgments are
required regarding the likely timing
 
and level of
 
future taxable profits. In
 
making this evaluation,
 
the Group has
 
considered all available
evidence, including management’s projections
 
of future taxable income and the tax
 
legislation in each jurisdiction.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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The most significant judgment exercised by Management relates to the recognition of deferred tax assets in respect of losses realized
in Greece. In the event that, the Group assesses that it
 
would not be able to recover any portion of
 
the recognized deferred tax assets
in the future, the unrecoverable portion
 
would impact the deferred tax balances in the period in which
 
such judgment is made.
Further
 
information
 
in respect
 
of the
 
deferred
 
tax
 
assets recognized
 
by the
 
Group
 
and the
 
assessment
 
for
 
their recoverability
 
is
provided in note 13.
3.6
 
Retirement benefit obligations
The present
 
value of
 
the retirement
 
benefit obligations
 
depends on
 
a number
 
of factors
 
that are
 
determined on
 
an actuarial
 
basis
using a number of assumptions,
 
such as the discount rate
 
and future salary increases. Any
 
change in these assumptions impacts
 
the
carrying amount of the pension obligations.
The Group determines
 
the appropriate discount
 
rate used to
 
calculate the present
 
value of the estimated
 
retirement obligations,
 
at
the end
 
of each
 
year based
 
on interest
 
rates
 
of high
 
quality corporate
 
bonds. In
 
countries where
 
there is
 
no deep
 
market
 
in such
bonds,
 
the
 
yields
 
on
 
government
 
bonds
 
are
 
used.
 
The
 
currency
 
and term
 
to
 
maturity
 
of
 
the
 
bonds
 
used
 
are
 
consistent
 
with
 
the
currency and estimated average
 
term to maturity of the retirement benefit obligations.
 
The salary rate increase assumption is based
on future inflation estimates reflecting also
 
the Group's reward structure
 
and expected market conditions.
Other
 
assumptions
 
for
 
pension obligations,
 
such as
 
future
 
inflation
 
estimates,
 
are
 
based
 
in part
 
on current
 
and expected
 
market
conditions.
For information in respect of the sensitivity analysis of the Group’s
 
retirement benefit obligations to reasonably
 
possible, at the time
of preparation of these financial statements,
 
changes in the abovementioned key actuarial assumptions, refer
 
to note 36.
3.7
 
Investment properties
Investment
 
property is
 
carried at
 
fair value,
 
as determined
 
by external,
 
independent and
 
certified valuators
 
on an
 
annual basis,
 
or
more frequently if deemed appropriate
 
upon assessment of any relevant circumstances.
The main factors underlying the
 
determination of fair value are
 
related with rental income from current leases
 
and assumptions about
rental income from future leases in the light of current market conditions,
including CPI indexation, future vacancy rates and periods,
discount rates or rates
 
of return, terminal values as well as the level of future
 
maintenance and other operating costs.
Additionally,
 
where
 
the
 
fair
 
value
 
is
 
determined
 
based
 
on
 
market
 
prices
 
of
 
comparable
 
transactions
 
those
 
prices
 
are
 
subject
 
to
appropriate adjustments, in order to reflect
 
current economic conditions and Management’s best estimate regarding the
 
future trend
of properties market based on advice received from
 
its independent external valuers.
Further information in respect of the fair valuation
 
of the Group’s investment
 
properties is provided in note 27.
3.8
 
Provisions and contingent liabilities
The Group
 
recognizes
 
provisions when
 
it has
 
a present
 
legal or
 
constructive
 
obligation, it
 
is probable
 
that an
 
outflow of
 
resources
embodying economic benefits will be required to settle
 
the obligation and a reliable estimate can
 
be made of its amount.
 
A provision is not
 
recognized and a contingent liability
 
is disclosed when
 
it is not
 
probable that an outflow
 
of resources will be
 
required
to settle the
 
obligation, when the
 
amount of the obligation
 
cannot be measured reliably
 
or in case that
 
the obligation is
 
considered
possible and is subject to the occurrence or non -occurrence of one or more uncertain
 
future events.
Considering the
 
subjectivity and
 
uncertainty
 
inherent
 
in the
 
determination
 
of the
 
probability and
 
amount of
 
the abovementioned
outflows, the Group takes into account a number of factors
 
such as legal advice, the stage of the matter and historical evidence from
similar cases. In
 
the case of
 
an offer made
 
within the context of
 
the Group’s voluntary exit scheme,
 
the number of
 
employees expected
to accept the abovementioned
 
offer along with
 
their age cluster is
 
a significant factor
 
affecting the measurement
 
of the outflow for
the termination benefits.
 
Further information in relation to
 
the Group’s provisions
 
and contingent liabilities is provided in notes 35 and 42.
3.9
 
Share-based payments
The Group
 
grants shares
 
and share
 
options to
 
its employees
 
as a
 
common feature
 
of employee
 
remuneration.
 
IFRS 2
 
requires the
recognition of
 
an expense for
 
those shares
 
and share options
 
at their
 
fair value
 
on the grant
 
date (equity-settled
 
plans). For shares
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
granted to employees, the fair value is measured directly
 
at the market price of the entity’s shares, adjusted
 
to take into account
 
the
terms and conditions upon which the shares were granted. For share options
 
granted to employees, in many cases market
 
prices are
not available because the options granted
 
are subject to terms and conditions that do not apply to traded
 
options. If this is the case,
the Group estimates
 
the fair value of the
 
equity instruments granted
 
using a valuation technique,
 
which is consistent with
 
generally
accepted valuation methodologies.
The valuation
 
method and the
 
inputs used to
 
measure the share
 
options granted
 
to employees of
 
the Group are
 
presented in
 
note
39.
3.10
 
Leases
The Group, as a lessee, determines the lease term as the non-cancellable term of the
 
lease, together with any periods covered
 
by an
option to extend
 
the lease if it is
 
reasonably certain to
 
be exercised,
 
or any periods covered
 
by an option to
 
terminate the lease if
 
it
is reasonably certain not to be exercised.
The Group
 
applies judgement
 
in evaluating
 
whether it is
 
reasonably certain
 
or not to
 
exercise an
 
option to
 
renew or
 
terminate the
lease, by
 
considering all
 
relevant
 
factors
 
and economic
 
aspects that
 
create an
 
economic incentive.
 
The Group
 
reassesses the
 
lease
term if
 
there is
 
a significant
 
event or
 
change in
 
circumstances
 
that is
 
within its
 
control
 
that affects
 
its ability
 
to exercise
 
or not
 
to
exercise the
 
option to
 
renew or to
 
terminate, such
 
as significant leasehold
 
improvements or
 
significant customization
 
of the leased
asset.
In measuring
 
lease liabilities,
 
the Group
 
uses the
 
lessees’ incremental
 
borrowing
 
rate
 
(‘IBR’) when
 
it cannot
 
readily determine
 
the
interest rate implicit in the
 
lease. The IBR is the rate of interest
 
that the Group would have to
 
pay to borrow over a similar
 
term, and
with
 
a
 
similar
 
security,
 
the
 
funds
 
necessary
 
to
 
obtain
 
an
 
asset
 
of
 
a
 
similar
 
value
 
to
 
the
 
right-of-use
 
asset
 
in
 
a
 
similar
 
economic
environment.
Therefore,
 
estimation is
 
required when
 
no observable
 
rates are
 
available (such
 
as for
 
subsidiaries that
 
do not
 
enter into
 
financing
transactions) or when
 
they need to
 
be adjusted to
 
reflect the terms
 
and conditions of
 
the lease. The Group
 
estimates the IBR
 
using
observable inputs (such as government bond yields)
 
as a starting point when available, and
 
performs certain additional entity-specific
adjustments,
 
such as
 
credit spread
 
adjustments
 
or adjustments
 
to reflect
 
the lease
 
terms and
 
conditions. For
 
the Bank
 
and Greek
subsidiaries,
 
the
 
IBR
 
is
 
derived
 
from
 
the
 
estimated
 
covered
 
bonds
 
yield
 
curve,
 
which
 
is
 
constructed
 
based
 
on
 
observable
 
Greek
Government
 
Bond
 
yields,
 
while
 
for
 
international
 
subsidiaries
 
the
 
IBR
 
is
 
determined
 
on
 
a
 
country
 
basis,
 
taking
 
into
 
consideration
specific local conditions.
3.11
 
Other accounting estimates and judgments
Information in respect of other estimates
 
and judgments that are made by the Group is provided
 
in notes 20 and 30.
.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
4.
 
Capital Management
The Group’s capital
 
adequacy position is presented in the following table:
2022
2021
€ million
€ million
Equity attributable to shareholders
 
of the Company
6,623
5,539
Add: Adjustment due to IFRS 9 transitional arrangements
279
528
Add: Regulatory non-controlling interests
68
57
Less: Goodwill
(2)
(2)
Less: Other regulatory adjustments
(253)
(686)
Common Equity Tier 1 Capital
6,715
5,436
Total Tier 1 Capital
6,715
5,436
Tier 2 capital-subordinated debt
1,250
950
Add: Other regulatory adjustments
61
-
Total Regulatory
 
Capital
8,026
6,386
Risk Weighted Assets
41,899
39,789
Ratios:
%
%
Common Equity Tier 1
 
16.0
13.7
Tier 1
 
16.0
13.7
Total
 
Capital Adequacy Ratio
 
19.2
16.1
.
Notes:
 
a) The
 
profit of €
 
1,330 million attributable
 
to the
 
shareholders of the
 
Company for
 
the year
 
ended 31
 
December 2022 (31
 
December 2021: profit
 
of €
 
328
million) has been included in the calculation of the above capital ratios.
b) The Group has elected to
 
apply the phase-in approach for mitigating the
 
impact of IFRS 9 transition on the
 
regulatory capital, according to the
 
Regulation
(EU) 2017/2395 (providing a 5-year transition period to recognize the impact
 
of IFRS 9 adoption) and the Regulation 2020/873 (CRR quick fix –
 
see below). The
transition effect is included in the regulatory capital as of the first quarter of each year.
 
c) As of 31
 
March 2022, the Group
 
is applying the
 
temporary treatment specified
 
in Article 468 of
 
the CRR, amended
 
by the Regulation (EU)
 
2020/873, therefore
the Group’s
 
phased in
 
own funds
 
and capital
 
ratios reflect
 
the 60%
 
of unrealised
 
losses for
 
the period
 
1.1.2020 to
 
31.12.2022, accounted
 
for as
 
fair value
changes of debt instruments measured at
 
fair value through other comprehensive
 
income, corresponding to specific debt exposures, as
 
provided for in the said
article. The Group’s Common Equity
 
Tier 1 and Total
 
Capital Adequacy ratios, as if the temporary treatment of
 
the aforementioned unrealised losses had not
been applied, would be 15.8% % and 18.9% respectively.
d) The
 
Group’s
 
CET1 as
 
at 31
 
December 2022,
 
based on
 
the full
 
implementation of
 
the Basel
 
III rules
 
in 2025
 
(fully loaded
 
CET1), referring
 
mainly to
 
the
completion of the aforementioned IFRS 9 transitional arrangements, would be 15.2% (31 December 2021: 12.7%).
e) The pro-forma Common Equity Tier 1 and Total
 
Capital Adequacy ratios as at 31 December 2022 with the completion of Project “Solar” (note 20) would be
16% and 19%, respectively.
The Group
 
has sought
 
to
 
maintain
 
an actively
 
managed
 
capital
 
base to
 
cover
 
risks
 
inherent
 
in the
 
business.
 
The adequacy
 
of the
Group's
 
capital
 
is
 
monitored
 
using, among
 
other
 
measures,
 
the
 
rules
 
and
 
ratios
 
established
 
by
 
the
 
Basel
 
Committee
 
on
 
Banking
Supervision (BIS rules/ratios) which have been incorporated in the European Union (EU)
 
legislation through the Directive 2013/36/EU
(known as
 
CRD IV)
 
along with
 
the Regulation
 
No 575/2013/EU
 
(known as
 
CRR), as
 
they are
 
in force.
 
The above
 
Directive has
 
been
transposed into
 
Greek legislation
 
by Law 4261/2014
 
as in force.
 
Supplementary to
 
that, in the
 
context of
 
Internal Capital
 
Adequacy
Assessment Process (ICAAP), the Group considers a broader
 
range of risk types and the Group’s risk
 
management capabilities. ICAAP
aims ultimately to ensure
 
that the Group
 
has sufficient capital to
 
cover all material risks
 
that it is
 
exposed to, over a
 
three-year horizon.
Based on Council Regulation No 1024/2013, the European Central Bank (ECB) conducts annually a Supervisory Review and
 
Evaluation
Process (SREP) in order
 
to define the prudential
 
requirements of the
 
institutions under its supervision.
 
The key purpose
 
of the SREP
is
 
to
 
ensure
 
that
 
institutions
 
have
 
adequate
 
arrangements,
 
strategies,
 
processes
 
and
 
mechanisms
 
as
 
well
 
as
 
capital
 
and
 
liquidity
to ensure a sound management and coverage of their risks, to which they are or
 
might be exposed, including those revealed by stress
testing and risks the institution may pose to
 
the financial system.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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According to the
 
2021 SREP decision, for 2022,
 
the Group was required
 
to meet a Common Equity
 
Tier 1 Ratio of at
 
least 9.58% and
a Total
 
Capital Adequacy
 
Ratio of at
 
least 14.39%
 
(Overall Capital
 
Requirement or
 
OCR) including Combined
 
Buffer Requirement
 
of
3.39%, which is covered with CET1 capital and sits on top of the Total SREP Capital Requirement (TSCR). The ECB’s relief measures for
capital requirements, to address
 
the effects of Covid-19, ended at 31 December 2022.
The breakdown of the Group’s
 
CET1 and Total
 
Capital requirements is presented below.
31 December 2022
CET1 Capital
Requirements
Total Capital
Requirements
Minimum regulatory requirement
4.50%
8.00%
Pillar 2 Requirement (P2R)
1.69%
3.00%
Total SREP Capital Requirement
 
(TSCR)
6.19%
11.00%
Combined Buffer Requirement (CBR)
Capital conservation buffer
 
(CCoB)
2.50%
2.50%
Countercyclical capital buffer
 
(CCyB)
0.14%
0.14%
Other systemic institutions buffer
 
(O-SII)
 
0.75%
0.75%
Overall Capital Requirement (OCR)
9.58%
14.39%
(1)
As of 1
st
 
of March 2022, the P2R is not applicable for the Bank in its separate financial statements.
According to
 
the 2022 SREP
 
decision, since January
 
2023 the P2R
 
for the
 
Group has been
 
reduced from
 
3.00% to 2.75%
 
in terms of
total capital (or from 1.69% to 1.55% in terms of CET1 capital), reflecting the improved Group’s financial position particularly in terms
of asset quality. Thus, for
 
the first quarter of 2023, the Group is required to meet a Common Equity Tier 1 Ratio of at least 9.75% and
a Total
 
Capital Adequacy Ratio
 
of at least
 
14.45% (Overall Capital
 
Requirements or
 
OCR) including Combined Buffer
 
Requirement of
3.70% (Capital conservation buffer of 2.50%, Countercyclical
 
capital buffer of 0.20% and Other Systemically
 
Important Institution (O-
SII) buffer of 1.00%).
Furthermore,
 
the Regulation
 
2020/873 (CRR
 
quick
 
fix) provides,
 
among others,
 
for
 
the extension
 
by two
 
years
 
of the
 
transitional
arrangements
 
for
 
IFRS
 
9
 
and
 
further
 
relief
 
measures,
 
allowing
 
banks
 
to
 
add
 
back
 
to
 
their
 
regulatory
 
capital
 
any
 
increase
 
in
 
new
provisions for expected
 
losses that they have recognized
 
in 2020 and 2021 for their
 
financial assets, which have not
 
been defaulted.
Accordingly,
 
the relief applied for 2022 is 75%, for 2023 50% and for
 
2024 25%.
Further disclosures regarding capital
 
adequacy in accordance with the Regulation 575/2013 are
 
provided in the Consolidated Pillar 3
Report on the Company’s website.
Minimum Requirements for Eligible Own Funds and Eligible Liabilities (MREL)
Under the Directive
 
2014/59 (Bank
 
Recovery and
 
Resolution Directive)
 
as in force,
 
which was
 
transposed into
 
the Greek legislation
pursuant to Law
 
4335/2015 as in force,
 
European banks are
 
required to
 
meet the minimum requirement
 
for own funds
 
and eligible
liabilities (MREL). The Single Resolution Board (SRB) has determined Eurobank S.A. as the Group’s resolution entity and a Single Point
of Entry (SPE)
 
strategy for
 
resolution purposes. Based
 
on the latest
 
SRB’s decision,
 
the fully calibrated
 
MREL (final target)
 
to be met
by Eurobank
 
S.A. on a
 
consolidated basis
 
until the end
 
of 2025 is
 
set at
 
27.46% of its
 
total risk
 
weighted assets
 
(RWAs), including
 
a
fully-loaded combined buffer requirement (CBR) of 3.86%.
 
The final MREL
 
target is updated by the
 
SRB on an
 
annual basis. The
 
interim
binding MREL target, which is
 
applicable from 1 January 2022, stands
 
at 18.21% of RWAs,
 
including a CBR of 3.70%, while an interim
non-binding MREL target of 20.48%, including a CBR of 3.70%, applies from January
 
2023.
In
 
the
 
year
 
ended
 
31
 
December
 
2022,
 
in
 
the
 
context
 
of
 
the
 
implementation
 
of
 
its
 
medium-term
 
strategy
 
to
 
meet
 
its
 
MREL
requirements, the Bank proceeded with the issuance of an MREL-eligible senior preferred bond with a nominal value of € 500 million
and a
 
Tier 2
 
instrument of
 
€300 million
 
(note 34).
 
As at
 
31 December
 
2022, the
 
Bank’s
 
MREL ratio
 
at consolidated
 
level stands
 
at
23.07% of RWAs including profit for the year ended 31 December 2022 (31 December 2021: 18.47%), which is significantly above the
aforementioned interim MREL target
 
of 20.48%.
Post balance sheet event
 
 
 
image_4 image_5
 
 
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
In January 2023, the Bank
 
successfully completed the issue of
 
€ 500 million senior preferred
 
notes. The proceeds from
 
the issue will
support Eurobank Group’s strategy to
 
ensure ongoing compliance with its MREL requirement and will be used for Eurobank’s general
funding purposes (note 34).
.
2023 EU – wide stress test
.
In January 2023, the European Banking
 
Authority (EBA) launched the 2023
 
EU-wide stress test exercise
 
which is designed to provide
valuable
 
input for
 
assessing the
 
resilience
 
of the
 
European
 
banking sector
 
in the
 
current
 
uncertain
 
and changing
 
macroeconomic
environment.
This exercise is coordinated
 
by the EBA in cooperation
 
with the ECB and national supervisory authorities
 
and is conducted according
to the EBA’s
 
methodology. It
 
is carried out on the basis
 
of year-end 2022 figures
 
and assesses the performance
 
of EU banks under a
baseline and
 
adverse
 
macroeconomic
 
scenario,
 
covering
 
the period
 
from
 
2023 to
 
2025. The
 
baseline scenario
 
for
 
EU countries
 
is
based on the projections from the EU national central banks
 
of December 2022. The adverse scenario, although unlikely to
 
unfold, is
used to
 
assess the
 
resilience of
 
banks to
 
a hypothetical
 
severe scenario
 
of a
 
significant deterioration
 
in the
 
overall
 
outlook for
 
the
economy and financial markets in the next three years. The narrative depicts an adverse scenario related to a hypothetical worsening
of geopolitical
 
developments
 
leading to
 
a severe
 
decline in
 
GDP with
 
persistent
 
inflation and
 
high interest
 
rates.
 
In terms
 
of GDP
decline, the 2023 adverse scenario is the most severe used in the EU wide stress up to now. Eurobank Holdings Group is participating
in the EBA-led stress test.
 
In parallel, the
 
ECB will conduct
 
its own stress
 
test for
 
a number of medium
 
sized-
 
banks that it
 
supervises directly and
 
that are not
included in the EBA-led stress test sample.
The EBA
 
expects to
 
publish the
 
results
 
of the
 
exercise
 
at the
 
end of
 
July 2023.
 
The stress
 
test results
 
will be
 
used to
 
update each
bank’s
 
in the context
 
of the SREP,
 
while qualitative findings
 
on weaknesses in
 
banks’ stress
 
testing practices
 
could
also affect their
.
5.
 
Financial risk management and fair value
5.1
 
Use of financial instruments
By
 
their
 
nature
 
the
 
Group's
 
activities
 
are
 
principally
 
related
 
to
 
the
 
use
 
of
 
financial
 
instruments
 
including
 
derivatives.
 
The
 
Group
accepts deposits from
 
customers, at both
 
fixed and floating
 
rates, and
 
for various periods
 
and seeks to
 
earn above average
 
interest
margins by investing these funds in high quality assets. The Group seeks to increase these margins by consolidat
 
ing short-term funds
and lending for longer periods at higher rates,
 
while maintaining sufficient liquidity to meet all claims that might
 
fall due.
The
 
Group
 
also
 
seeks
 
to
 
raise
 
its
 
interest
 
margins
 
by
 
obtaining
 
above
 
average
 
margins,
 
net
 
of
 
provisions,
 
through
 
lending
 
to
commercial and retail borrowers within a range of credit standing. Such exposures include both on-balance sheet loans and advances
and off-balance sheet guarantees and other commitments
 
such as letters of credit.
The Group also trades in financial instruments where it
 
takes positions in traded and over the counter financial
 
instruments, including
derivatives, to take
 
advantage of short-term
 
market movements in the equity and bond markets
 
and in currency and interest rates.
5.2
 
Financial risk factors
Due to its activities,
 
the Group is
 
exposed to several
 
financial risks, such as
 
credit risk, market
 
risk (including currency,
 
interest rate
 
,
spread, equity and volatility risk), liquidity and operational risks. The Group's overall risk management strategy seeks to minimize any
potential adverse effects
 
on its financial performance, financial position and cash flows.
Risk Management objectives and policies
 
The Group
 
acknowledges that
 
taking risks
 
is an integral
 
part of its
 
operations in
 
order to
 
achieve its business
 
objectives. Therefore,
the Group’s
 
management sets adequate
 
mechanisms to identify those
 
risks at an
 
early stage and
 
assesses their potential impact
 
on
the achievement of these objectives.
Due to the fact that
 
economic, industry,
 
regulatory and operating conditions
 
will continue to change,
 
risk management mechanisms
are set
 
in a
 
manner that
 
enable the
 
Group to
 
identify and
 
deal with
 
the risks
 
associated with
 
those changes.
 
The Bank’s
 
structure,
internal processes and existing control mechanisms
 
ensure both the
 
independence principle and
 
the exercise of sufficient supervision.
 
 
 
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Notes to the Consolidated Financial Statements
 
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The Group's
 
Management considers
 
effective risk
 
management as
 
a top priority,
 
as well as
 
a major
 
competitive advantage,
 
for the
organization. As such, the Group has allocated significant resources for upgrading its policies, methods and infrastructure,
 
in order to
ensure compliance with the requirements of
 
the European Central Bank (ECB)
and of the
 
Single Resolution Board (SRB), the
 
guidelines
of
 
the
 
European
 
Banking
 
Authority
 
(EBA)
 
and
 
the
 
Basel
 
Committee
 
for
 
Banking
 
Supervision
 
and
 
the
 
best
 
international
 
banking
practices.
 
The
 
Group
 
implements
 
a
 
well-structured
 
credit
 
approval
 
process,
 
independent
 
credit
 
reviews
 
and
 
effective
 
risk
management policies for all material risks it is exposed to, both in Greece and in each country of its international operations. The risk
management policies implemented by the Group are
 
reviewed mainly annually.
The Group
 
Risk and
 
Capital Strategy,
 
outlines the
 
Group’s
 
overall direction
 
regarding
 
risk and
 
capital
 
management issues,
 
the risk
management mission
 
and objectives,
 
risk definitions,
 
risk management
 
principles, risk
 
governance framework,
 
strategic
 
objectives
and key management initiatives for
 
the improvement of the risk management framework
 
in place.
 
The maximum amount
 
of risk which the
 
Group is willing
 
to assume in the
 
pursuit of its
 
strategic objectives
 
is articulated via
 
a set of
quantitative
 
and
 
qualitative
 
statements
 
for
 
specific risk
 
types,
 
including
 
specific tolerance
 
levels
 
as
 
described
 
in
 
the
 
Group’s
 
Risk
Appetite Framework. The objectives are to support the
 
Group’s business growth, balance a strong capital position with higher
 
returns
on equity and to ensure the Group’s
 
adherence to regulatory requirements.
The
 
risk
 
appetite
 
that
 
is
 
clearly
 
communicated
 
throughout
 
the
 
Group,
 
determines
 
risk
 
culture
 
and
 
forms
 
the
 
basis
 
on
 
which
 
risk
policies and risk
 
limits are established
 
at Group and
 
regional level. Within
 
the context
 
of its Risk
 
Appetite Framework,
 
the Bank has
further enhanced the risk identification process and the risk materiality
 
assessment methodology.
The identification and the
 
assessment of all risks is the
 
cornerstone for
 
the effective Risk Management.
 
The Group aiming to
 
ensure
a
 
collective
 
view
 
on
 
the
 
risks
 
linked
 
to
 
the
 
execution
 
of
 
its
 
strategy,
 
acknowledges
 
the
 
new
 
developments
 
at
 
an
 
early
 
stage
 
and
assesses
 
the
 
potential
 
impact.
 
In
 
this
 
context,
 
the
 
Bank
 
has
 
recognized
 
climate
 
change
 
risk
 
as
 
a
 
material
 
risk
 
and
 
based
 
on
 
its
supervisory
 
guidelines,
 
is in
 
the process
 
of
 
continuing
 
adapting
 
its
 
policies and
 
methodologies for
 
identifying
 
and monitoring
 
the
relevant risks (note 5.2.5).
 
Board Risk Committee (BRC)
The Board Risk Committee (BRC)
 
is a committee of
 
the BoD and its
 
task is to assist the
 
BoD to ensure that the
 
Group has a well-defined
risk and capital
 
strategy in line
 
with its business
 
plan and in
 
line with
 
regulatory requirements and an
 
adequate and robust
 
risk appetite
framework.
Τhe BRC assesses the Group’s risk profile, monitors
 
compliance with the approved risk appetite and risk tolerance levels
 
and ensures
that the Group has developed a risk management framework
 
with appropriate methodologies, modelling tools, and data
 
sources, as
well as sufficient and competent staff to
 
identify, assess, monitor and mitigate risks.
Moreover, BRC is conferred with certain approval
authorities.
The BRC consists of five (5) non-executive directors, meets at least on a monthly basis
 
and reports to the BoD on a
 
quarterly basis and
on ad hoc instances if it is needed.
Management Risk Committee
The Management Risk Committee (MRC) is a management
 
committee established by the
 
CEO and its main responsibility of the MRC
is to oversee the risk management framework of the Group. As part of its responsibilities, the MRC facilitates reporting to the BRC on
the range of risk-related topics under
 
its purview. The MRC
 
supports the Group Chief
 
Risk Officer to
 
identify material risks, to
 
promptly
escalate them
 
to the
 
BRC and
 
to ensure
 
that the
 
necessary policies
 
and procedures
 
are in
 
place to
 
prudently
 
manage risks
 
and to
comply with regulatory requirements.
 
Group Risk Management General Division
The Group’s Risk Management General Division which
 
is headed by
 
the Group Chief Risk
 
Officer (GCRO), operates independently from
the business units and is responsible for the identification, assessment,
 
monitoring, measurement and management of the risks that
the Group is exposed to. It comprises
 
of the Group Credit General Division (GCGD),
 
the Group Credit Control Sector (GCCS), the
 
Group
Credit
 
Risk
 
Capital
 
Adequacy
 
Control
 
Sector
 
(GCRCACS),
 
the
 
Group
 
Market
 
and
 
Counterparty
 
Risk
 
Sector
 
(GMCRS),
 
the
 
Group
Operational Risk Sector (GORS), the Group Model Validation
 
and Governance Sector (GMVGS), the Group Risk Management Strategy
Planning and
 
Operations Division
 
(GRMSPO), the
 
Supervisory Relations
 
and Resolution
 
Planning Sector
 
(SRRPS), the
 
Group Climate
Risk Division (GCRD)
 
and the Risk Analytics Division (RAD).
 
 
 
 
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Non-Performing Exposures (NPEs) management
The Group, following
 
the strategic partnership
 
with doValue S.p.A. and
 
the successful transition to
 
the new operating model
 
for the
management of
 
NPEs, realizes
 
the NPE
 
Strategy Plan
 
through its
 
implementation by
 
doValue Greece
 
for the
 
assigned portfolio
 
and
the successful securitization transactions.
Troubled Assets Committee
The
 
Troubled
 
Assets
 
Committee
 
(TAC)
 
is
 
established
 
according
 
to
 
the
 
regulatory
 
provisions
 
and
 
its
 
main
 
purpose
 
is
 
to
 
act
 
as
 
an
independent body,
 
closely monitoring the Bank’s troubled
 
assets portfolio and the execution of its NPE Management
 
Strategy.
Remedial and Servicing Strategy (RSS)
Eurobank
 
established
 
Remedial
 
Servicing
 
&
 
Strategy
 
Sector
 
(RSS)
 
with
 
the
 
mandate
 
to
 
devise
 
the
 
NPE
 
reduction
 
plan,
 
to
 
closely
monitor
 
the overall
 
performance of
 
the NPE
 
portfolio
 
as well
 
as the
 
relationship
 
of the
 
Bank with
 
doValue
 
Greece.
 
Furthermore,
following Eurobank’s commitments against the significant risk transfer (SRT) monitoring regulatory requirements pertaining to Bank’s
concluded transactions,
 
RSS has a
 
pivotal role
 
in ensuring that
 
relevant process
 
is performed smoothly
 
and in a
 
timely manner and
that any
 
shortcomings are
 
appropriately resolved,
 
while providing
 
any required
 
clarifications or
 
additional material
 
required by
 
the
regulatory authorities.
The Head of
 
RSS reports to the
 
General Manager of Group Strategy.
In this context, RSS
 
has been assigned
 
inter alia with
 
the following
responsibilities:
Develop and actively monitor the NPE targets
 
and reduction plan
Set the strategic principles, priorities, policy framework
 
and KPIs under which doValue Greece is servicing the portfolio
Closely monitor the execution of the
 
approved strategies, as well as all
 
contractual provisions under the relevant contractual
agreements for Eurobank’s
 
portfolio assigned to doValue Greece
 
including the securitized portfolio of ERB Recovery
 
DAC
 
Monitoring of
 
the performance
 
of the
 
senior notes
 
of the securitizations
 
in collaboration
 
with Group
 
Risk so
 
as to
 
ensure
compliance to significant risk transfer
 
(SRT) and to the Hellenic Asset Protection Scheme (HAPS)
Budget and monitor the Bank’s expenses
 
and revenues associated with the assigned portfolio
Cooperate closely with doValue
 
Greece on a daily basis in achieving the Group’s
 
objectives
Maintain supervisory dialogue
NPE Operational targets
Ιn line with the regulatory framework and Single Supervisory Mechanism’s (SSM) requirements
 
for Non-Performing Exposures’ (NPE)
management, in
 
March 2023,
 
the Group
 
submitted its
 
NPE Management
 
Strategy
 
for 2023-2025,
 
along with
 
the annual
 
NPE stock
targets
 
at both
 
Bank and
 
Group level.
 
The plan
 
envisages the
 
decrease of
 
the Group’s
 
NPE ratio
 
at 5.2%
 
at the
 
end of
 
2023 and
 
at
4.5% in 2025.
5.2.1 Credit Risk
Credit risk
 
is the risk
 
that a
 
counterparty will
 
be unable
 
to fulfill
 
its payment
 
obligations in
 
full when due.
 
Credit risk
 
is also
 
related
with country risk and settlement risk, specified below:
a)
Country risk
 
is the
 
risk of
 
losses arising
 
from cross
 
-border lending
 
and investment
 
activities and
 
refers
 
to the
 
uncertainty
associated
 
with exposure
 
in a
 
particular country.
 
This uncertainty
 
may relate
 
to a
 
number of
 
factors
 
including the
 
risk of
losses following nationalization, expropriation,
 
debt restructuring and foreign exchange
 
rates’ movement.
b)
Settlement
 
risk
 
is
 
the
 
risk
 
arising
 
when
 
payments
 
are
 
settled,
 
for
 
example
 
for
 
trades
 
in
 
financial
 
instruments,
 
including
derivatives
 
and currency
 
transactions.
 
The
 
risk
 
arises
 
when
 
the
 
Group
 
remits
 
payments
 
before
 
it
 
can
 
ascertain
 
that
 
the
counterparties’ payments have been
 
received.
 
Credit
 
risk
 
arises
 
principally
 
from
 
the
 
wholesale
 
and
 
retail
 
lending
 
activities
 
of
 
the
 
Group,
 
as
 
well
 
as
 
from
 
credit
 
enhancements
provided, such as financial guarantees and
 
letters of credit. The Group
 
is also exposed to credit risk arising from other activities such
as investments in debt securities, trading, capital markets and settlement activities. Taking
 
into account that credit risk is the primary
risk the Group is exposed to, it is very closely managed and
 
monitored by specialised risk units, reporting to the GCRO.
 
 
 
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(a) Credit approval process
The credit approval
 
and credit review
 
processes are centralized
 
both in Greece and
 
in the International operations.
 
The segregation
of
 
duties
 
ensures
 
independence
 
among
 
executives
 
responsible
 
for
 
the
 
customer
 
relationship,
 
the
 
approval
 
process
 
and
 
the
 
loan
disbursement, as well as monitoring of the loan during its lifecycle.
Credit Committees
The credit
 
approval process
 
in Corporate
 
Banking is centralized
 
through establishment
 
of Credit
 
Committees with
 
escalating Credit
Approval Levels. Main Committees of the Bank
 
are considered to be the following:
Credit Committees
 
(Central and
 
Local) authorized
 
to approve new
 
financing, renewals
 
or amendments for
 
domestic groups
 
in
the existing credit limits, in accordance with their credit approval
 
authority, depending on total limit amount
 
and customer risk
category (i.e. high, medium or low), as well as the value and type of security;
Special Handling Credit Committees authorized to
 
approve credit requests and take
 
actions for distressed clients;
International Credit
 
Committees (Regional
 
and Country)
 
established for
 
the wholesale borrowers
 
of the Group’s
 
international
bank subsidiaries, authorized to approve new limits, renewals
 
or amendments to existing limits, in accordance with their credit
approval authority,
 
depending on total customer exposure and risk category (i.e. high, medium or low), as well as the value and
type of security; and
International Special Handling Committees established for
 
handling distressed wholesale borrowers of the
 
Group’s international
bank subsidiaries.
The Credit Committees meet on a weekly basis or more frequently,
 
if needed.
Group Credit General Division (GCGD)
Within an
 
environment
 
of increased
 
risk requirements,
 
Group Credit
 
General Division’s
 
(GCGD) mission
 
is to
 
safeguard
 
the Banks’
asset side,
 
by evaluating
 
credit risk
 
and making recommendations,
 
so that borrower’s
 
credit exposure
 
is acceptable
 
and within
 
the
approved
 
Risk Appetite
 
Framework.
 
GCGD is
 
headed by
 
the Group
 
Chief Credit
 
Officer (GCCO)
 
with direct
 
reporting
 
to the
 
Group
Chief Risk Officer (GCRO).
GCGD
 
operations
 
are
 
comprised
 
of
 
two
 
functions,
 
i.e.
 
the
 
Corporate
 
Credit
 
Risk,
 
including
 
both
 
the
 
domestic
 
and
 
the
 
foreign
underwriting activities (the latter
 
only for Global Clients
 
and material exposures
 
of International Subsidiaries),
 
and Retail Credit
 
Risk
respectively, covering the underwriting needs of the
 
SBB portfolio and the
 
Household Lending (mortgage, consumer loans,
 
auto-moto
loans and credit cards).
1.
Corporate Credit Risk
(a) Domestic and Greek related portfolio: the underwriting function includes the review of
 
credit requests originating from Corporate
Units handling
 
large and
 
medium scale
 
corporate
 
entities of
 
every risk
 
category and
 
specialised lending
 
units such
 
as Shipping
 
and
Structured Finance (Commercial
 
Real Estate,
 
Hotels & Leisure,
 
Project Finance, M&A
 
Financing) and Private
 
Banking. Major tasks
 
of
the respective workstream and involved
 
credit units pertain to the following:
Evaluation of credit applications and
 
issuance of an independent Risk Opinion, which includes:
(i)
 
assessment
 
of
 
the
 
customer
 
credit
 
profile
 
based
 
on
 
the
 
qualitative
 
and
 
quantitative
 
risk
 
factors
 
identified
 
(market,
operational, structural and financial)
 
(ii)
 
recommendations for the formulation
 
of bankable, well-secured and well-controlled
 
transactions (credit facility), as well as
(iii) review and confirmation of the ratings
 
of each separate borrower to reflect
 
the risks acknowledged.
Participation with voting right in all credit committees
 
as per the Credit Approval procedures.
Active participation in
 
the regulatory audits
 
and major internal projects
 
of the Bank, providing
 
at the same
 
time credit related
knowledge, expertise and support to other divisions.
Preparation
 
of
 
specialised
 
reports
 
to
 
Management
 
on
 
a
 
regular
 
basis,
 
with
 
regards
 
to
 
the
 
Top
 
25
 
largest,
 
in
 
terms
 
of
 
total
exposure, borrower Groups,
 
statistics on the new approved
 
financings and leveraged transactions.
 
 
 
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(b) International
 
Subsidiaries’ portfolio:
 
The GCGD
 
through its
 
specialized International
 
Credit Sector
 
(ICS) is responsible
 
to actively
participate
 
in
 
the
 
design,
 
implementation
 
and
 
review
 
of
 
the
 
credit
 
underwriting
 
function
 
for
 
the
 
wholesale
 
portfolio
 
of
 
the
International Subsidiaries covering
 
Bulgaria, Cyprus, Serbia, the ex-Romania
 
portfolio (Perimeter B)
 
and portion of the loan portfolio
of Luxemburg (and London). Moreover,
 
the respective unit’s tasks and responsibilities
 
are highlighted below:
Participation
 
with voting
 
right in
 
all International
 
Committees
 
(Regional
 
and Special
 
Handling) and
 
Country Risk
 
Committees
(CRCs);
Participation in
 
the sessions of
 
Special Handling Monitoring
 
Committees for
 
Bulgaria and
 
Serbia which monitor
 
and decide on
the strategy
 
of problematic
 
corporate relationships
 
with loan
 
outstanding exceeding
 
a certain
 
threshold, that
 
is jointly
 
set by
ICS and Country TAG;
Advice on best practices to the Credit Risk Units of International
 
Subsidiaries
GCGD
 
is
 
also
 
responsible
 
for
 
the
 
preparation
 
of
 
all
 
credit
 
committees’
 
agendas,
 
distribution
 
of
 
the
 
respective
 
material
 
and
maintenance of the respective Credit Committees’
 
minutes.
2.
Retail Credit Risk
 
The scope of
 
the Retail Banking Credit Risk
 
& Underwriting Sector is
 
the assessment of
 
credit applications submitted by Retail Business
Units,
 
in
 
relation
 
to
 
Borrowers
 
of
 
the
 
retail
 
credit
 
portfolio
 
(SBB
 
loans
 
and
 
Household
 
loans)
 
based
 
on
 
thresholds,
 
for
 
which
 
an
assessment by GCGD is required as per the
 
provisions of the relevant Credit Approval Procedures.
 
The main tasks of Retail Credit Risk
function are outlined below:
Assess credit
 
requests in
 
alignment with
 
the credit
 
risk assessment
 
criteria and
 
methodology provided
 
in the
 
appropriate
Credit Policy Manual.
Analyze and evaluate risk factors
 
depending on the type of credit request.
Prepare an
 
independent Credit Opinion
 
presenting the official
 
GCGD opinion on
 
the credit application
 
and confirm, where
required, the Borrower
 
Rating for
 
each Borrower
 
in its portfolio
 
ensuring that the
 
risks identified are
 
dully reflected
 
in the
Rating.
Participate with
 
voting rights in the
 
credit committees
 
as per the credit
 
approval process, according
 
to the Approval
 
Levels
defined in the CPM.
Transfer
 
of credit knowledge and expertise, as well as support to Network
 
officers regarding credit matters.
(b)
Credit risk monitoring
Group Credit Control Sector
The
 
Group
 
Credit
 
Control
 
Sector
 
(GCCS)
 
monitors
 
and
 
assesses
 
the
 
quality
 
of
 
all
 
of
 
the
 
Group’s
 
loan
 
portfolios
 
and
 
operates
independently from the business units of the Bank. The GCCS reports directly
 
to the GCRO.
The main responsibilities of the GCCS are to:
supervise, support and maintain the credit rating and
 
impairment systems used to assess the wholesale lending customers;
monitor and review the performance of all of the Group’s
 
loan portfolios;
supervise and control the foreign subsidiaries’ credit
 
risk management units;
monitor on a
 
regular basis and
 
report on a
 
quarterly basis to
 
the Board of
 
Directors and
 
the BRC of
 
risk exposures,
 
along with
accompanying analyses;
monitor
 
and evaluate
 
the efficiency
 
of
 
adopted
 
strategies
 
and
 
proposed
 
solutions
 
in
 
terms
 
of
 
dealing
 
with
 
Non-Performing
Exposures
 
(NPEs)
 
and
 
the
 
achievement
 
of
 
targets
 
for
 
NPEs
 
reduction,
 
as
 
communicated
 
and
 
agreed
 
with
 
the
 
Supervisory
Authorities;
 
 
 
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31 December 2022 Consolidated Financial Statements
conduct field reviews
 
and prepare written
 
reports to the
 
Management on the
 
quality of all
 
of the Group’s
 
loan portfolios and
adherence with EBA prevailing regulations;
monitor the proper EBA classifications in accordance
 
with the relevant provisions and guidelines;
participate in the approval of new credit policies and
 
new loan products;
participate in the Troubled
 
Asset Committee;
attend meetings of Credit Committees and
 
Special Handling Committees, without voting right;
formulate the Group’s credit impairment policy and measure the provisions of the Greek loan portfolios along with the relevant
reporting to Management;
regularly review the adequacy of provisions of all of the Group’s
 
loan portfolios;
formulate, in collaboration
 
with the responsible lending Units the credit policy manuals for performing
 
borrowers;
provide guidance and monitor the process of designing and reviewing
 
credit policies before approved
 
by Management.
monitor the proper application of
 
Real Estate collaterals’ valuation, as per the Banks’
 
Collateral Valuation policy and procedures;
monitor
 
the
 
supervisory,
 
regulatory
 
developments,
 
emerging
 
trends
 
and
 
best
 
practices
 
within
 
its
 
purview
 
in
 
order
 
to
 
keep
Management abreast and propose required
 
actions;
Group Credit Risk Capital Adequacy Control Sector
The
 
Group
 
Credit
 
Risk
 
Capital
 
Adequacy
 
Control
 
Sector
 
develops
 
and
 
maintains
 
the
 
credit
 
risk
 
assessment
 
models
 
for
 
the
 
loans
portfolio of the Group, performs capital adequacy calculations and assessment for the loan portfolios of the group, conducts internal
& external stress test exercises
 
as well as well as forecasting of risk parameters.
 
The Sector reports directly to the GCRO.
Specifically, the main responsibilities
 
of the Group Credit Risk Capital Adequacy Control
 
Sector are to:
control, measure and monitor the capital requirements
 
arising from the Bank’s loan portfolio
 
along with the relevant reporting
to Management and regulators (ECB/SSM);
manage the models
 
development, implementation, monitoring of the
 
internal risk based
 
models and IFRS9
 
models of Probability
of Default (PD), Loss Given Default (LGD)
 
and Exposure at Default (EAD) for evaluating
 
credit risk
measure and monitor the
 
risk parameters (PD,
 
LGD, EAD) for
 
the purposes of internal capital
 
adequacy assessment, as well as,
the estimation of risk related parameters
 
(such as forecast 12-m PD, forecast
 
lifetime PD) for impairment calculation purposes;
review
 
the
 
grouping
 
of
 
lending
 
exposures
 
and
 
ensuring
 
their homogeneity
 
in
 
accordance
 
with
 
the
 
Group’s
 
IFRS
 
accounting
policies
re-assess and re-develop if required,
 
the significant increase in credit risk (SICR) thresholds under IFRS9 standard;
prepare monthly capital adequacy calculations (Pillar
 
1) and relevant management, as
 
well as, regulatory reports
 
(COREPs, SREP)
on a quarterly basis;
participate in the preparation of the business
 
plan, the NPE targets plan and the recovery plan of the
 
Group in relation to asset
quality and
 
capital requirements
 
for the
 
loan book
 
(projected impairments
 
and RWAs),
 
as well
 
as participate
 
in the
 
relevant
committees;
perform stress tests, both internal
 
and external (EBA/SSM), and maintain the credit risk
 
stress testing infrastructure;
coordinate the stress testing
 
exercises for the loan portfolios
 
at Group Level;
prepare the credit risk analyses for Internal
 
Capital Adequacy Assessment (ICAAP)/ Pillar 2 purposes;
prepare the Basel Pillar 3 disclosures for credit
 
risk;
regularly
 
report
 
to
 
the
 
GCRO,
 
to
 
the
 
Management
 
Risk
 
Committee
 
and
 
to
 
the
 
Board
 
Risk
 
Committee
 
on:
 
risk
 
models
performance, risk parameters
 
(PD, LGD, EAD), forbearance
 
reporting, vintage analysis and default
 
/ redefault statistics;;
guide, monitor and supervise the Credit Risk divisions of the subsidiaries on modelling, credit stress testing and other credit risk
related regulatory issues.
monitor and guide Group’s
 
international subsidiaries on credit risk related
 
ICAAP,
 
stress testing and other regulatory credit risk
related issues, based on Group standards.
 
Review of local credit risk stress test
 
exercises;
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
support the
 
business units
 
in the
 
use of
 
credit risk
 
models in
 
business decisions,
 
for
 
funding purposes,
 
in the
 
capital
 
impact
assessment
 
of
 
strategic
 
initiatives
 
and the
 
development
 
and usage
 
of
 
risk related
 
metrics such
 
as risk
 
adjusted
 
pricing, Risk
Adjusted Return on Capital (RAROC) etc.; and
assist Remedial Servicing Strategy Sector in the
 
risk assessment and risk impact of various programs and products.
Group Model Validation and Governance Sector
The Group Model Validation
 
and Governance Sector was established in September
 
2018, with key mandates:
the establishment of a comprehensive model governance
 
and validation framework, and
the independent validation of
 
the technical and
 
operational completeness of all
 
models used by
 
the Group and
 
their parameters,
as well as their compliance with the provisions of the regulatory
 
framework.
In more detail, the tasks of the Sector are outlined
 
as follows:
Prepare and update the Group’s Models Framework (to include model definition, roles involved per model, model classification
principles and methodology, model validation principles, materiality classifications and
 
thresholds, models’ registry governance,
etc.);
Establish and update the Group’s
 
Models Registry;
Review models’ classification, in accordance with the
 
methodology provided in the Group Models Framework;
Prepare
 
and
 
update
 
the
 
Group
 
Models
 
Validation
 
Framework,
 
while
 
providing
 
support
 
to
 
Group’s
 
subsidiaries
 
in
 
its
implementation;
Monitor changes in ECB guidelines on models’ validation;
Propose and escalate for approval
 
the quantitative thresholds, in order to
 
assess the results of the validation tests;
Conduct model validation tests in alignment with the Group
 
Model Validation Framework
 
and regulatory requirements;
Prepare detailed
 
reports of
 
the model valuation
 
results according
 
to the
 
specific requirements
 
of the
 
model validated,
 
if any,
which are communicated to BRC on an annual basis
 
along with any related proposed remediation
 
plan;
Disseminate models’ validation test results
 
within the Group’s BRC or MRC
 
following reporting to Group CRO,
 
as appropriate;
Prepare action plan for remediation actions, if any,
 
as a result of the model validation tests implemented, and escalate the plan
for its approval by the appropriate
 
Management Authority;
Participate in the approval process
 
of new models for assessing ratings’ system
 
accuracy and suitability; and
Monitor industry practices on the development
 
and use of models as well as related ECB guidelines and restrictions.
Group Market and Counterparty Risk Sector
Group Market
 
and Counterparty Risk Sector
 
(GMCRS) is responsible
 
for the measurement,
 
monitoring and periodic reporting
 
of the
Group’s exposure to counterparty risk (issuer risk and market driven counterparty risk), which is the risk of loss due to
 
the customer’s
failure
 
to
 
meet its
 
contractual
 
obligations
 
in the
 
context
 
of treasury
 
positions,
 
such as
 
debt securities,
 
derivatives,
 
repos,
 
reverse
repos, interbank placings, etc.
In addition,
 
GMCRS monitors,
 
controls
 
and regularly
 
reports country
 
limits, exposures
 
and escalates
 
breaches to
 
the Management
and to
 
Committees. GMCRS
 
uses a comprehensive
 
methodology approved
 
by the BRC,
 
for determining
 
the acceptable
 
country risk
level, including the countries in which the Group has a strategic
 
presence.
The
 
Group
 
sets
 
limits on
 
the level
 
of
 
counterparty
 
risk
 
that
 
are
 
based
 
mainly
 
on
 
the counterparty’s
 
credit
 
rating,
 
as
 
provided
 
by
international rating agencies, the product type and
 
the maturity of the
 
transaction (e.g. control limits on net
 
open derivative positions
by both amount and term, sovereign bonds exposure,
 
corporate securities, asset backed securities etc.).
GMCRS maintains and updates the limits’ monitoring systems and ensures the correctness and compliance of all financial institutions
limits with the Bank’s policies as approved
 
by the Group’s relevant
 
bodies.
 
 
 
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Notes to the Consolidated Financial Statements
 
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The utilization of the abovementioned limits, any excess of them, as well as the aggregate
 
exposure per Group’s
 
entity, counterparty
and product type are monitored by GMCRS on a daily basis. Risk mitigation contracts are taken into account for the calculation of the
final exposure.
Also,
 
GMCRS
 
ensures
 
that
 
the
 
exposure
 
arising
 
from
 
counterparties
 
complies
 
with
 
the
 
approved
 
country
 
limits
 
framework.
 
The
GMCRS’s exposure measurement and reporting tool is
 
also available to the
 
Group’s subsidiaries treasury divisions, thus enabling
 
them
to monitor each counterparty’s exposure
 
and the limit availability.
Additionally,
 
for
 
the
 
banks’
 
corporate
 
bond
 
portfolio,
 
GMCRS
 
measures
 
and
 
monitors
 
daily
 
the
 
total
 
notional
 
limits,
 
the
 
sectoral
concentration
 
and the
 
maximum size
 
per issuer.
 
It uses
 
a measurement
 
tool for
 
monitoring any
 
downgrades and
 
any idiosyncratic
spread widening from purchase and any breach
 
is communicated to the Management and to
 
the relevant Committees.
GMCRS
 
implements
 
the
 
market’s
 
best
 
practices
 
and
 
safeguards
 
the
 
compliance
 
of
 
all
 
involved
 
parties
 
to
 
limits’
 
policies
 
and
procedures.
 
To
 
this
 
direction,
 
for
 
various
 
units
 
and
 
International
 
subsidiaries,
 
GMCRS
 
provides
 
support
 
and
 
guidance
 
for
implementation of the limits’ guidelines and policies.
Furthermore, GMCRS
 
prepares specialized
 
reports for
 
the Management/Committees
 
along with
 
regular reporting
 
that includes the
exposure
 
to the
 
Hellenic Republic
 
and a
 
report
 
that
 
is based
 
on the
 
calculation
 
of the
 
Lifetime
 
Expected
 
Losses for
 
the exposure
towards the Hellenic Republic (HR).
(c) Credit related commitments
The primary purpose of credit
 
related commitments is to ensure that funds are available to a
 
customer as agreed. Financial guarantee
contracts carry
 
the same credit
 
risk as loans
 
since they represent
 
irrevocable assurances
 
that the
 
Group will
 
make payments
 
in the
event that a customer
 
cannot meet its obligations
 
to third parties. Documentary
 
and commercial letters
 
of credit, which are written
undertakings by the Group
 
on behalf of a customer
 
authorizing a third party
 
to draw drafts
 
on the Group up to
 
a stipulated amount
under specific terms
 
and conditions,
 
are secured by
 
the underlying shipment
 
of goods to
 
which they relate
 
and therefore
 
carry less
risk than a loan. Commitments to extend credit
 
represent contractual commitments
 
to provide credit under pre-specified terms
 
and
conditions (note 42) in the form of loans, guarantees or letters of credit for which the
 
Group usually receives a commitment fee. Such
commitments are irrevocable over the
 
life of the facility or revocable only in response
 
to a material adverse effect.
(d) Concentration risk
The Group
 
structures the
 
levels of
 
credit risk
 
it undertakes
 
by placing
 
exposure limits
 
by borrower,
 
or groups
 
of borrowers,
 
and by
industry segments.
 
The exposure
 
to each
 
borrower is
 
further restricted
 
by sub-limits
 
covering on
 
and off-balance
 
sheet exposures,
and daily delivery risk limits in relation to trading items
 
such as forward foreign exchange
 
contracts.
Such risks are
 
monitored on a
 
revolving basis and are
 
subject to an
 
annual or more
 
frequent review. Risk concentrations are monitored
regularly
 
and
 
reported
 
to
 
the
 
BRC.
 
Such
 
reports
 
include
 
the
 
25
 
largest
 
exposures,
 
major
 
watch
 
list
 
and
 
problematic
 
customers,
industry analysis, analysis by rating/risk class, by delinquency bucket,
 
and loan portfolios by country.
(e) Rating systems
Rating of wholesale lending exposures
The Group has decided upon the differentiation of rating models for wholesale lending activities, in order to reflect appropriately the
risks
 
arising
 
from
 
customers
 
with
 
different
 
characteristics.
 
Accordingly,
 
the
 
Group
 
employs
 
the
 
following
 
rating
 
models
 
for
 
the
wholesale portfolio:
Moody’s
 
Risk
 
Analyst
 
model
 
(“MRA”
 
or
 
“Fundamental
 
Analysis”-“FA”)
 
is
 
used
 
to
 
assess
 
the
 
risk
 
of
 
borrowers
 
for
 
Corporate
Lending.
Internal Credit Rating model (“ICR”) is used for
 
those customers that cannot be rated
 
by MRA.
Transactional
 
Rating model (“TR”) has
 
been developed
 
in order to
 
assess the risk
 
of transactions taking
 
into consideration
 
their
collaterals/guarantees.
Slotting
 
rating
 
models
 
are
 
employed
 
in
 
view
 
of
 
assessing
 
the
 
risk
 
of
 
specialized
 
exposures,
 
which
 
are
 
part
 
of
 
the
 
Specialized
Lending corporate portfolio.
 
 
 
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Notes to the Consolidated Financial Statements
 
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Finally, an assessment of the borrowers’ viability and the identification of impairment triggers is performed using the “Unlikely to
Pay” (“UTP”) / impairment test.
MRA, ICR, Slotting and ”UTP” functions are supported by the CreditLens (“CL”)
 
computing platform provided
 
by an external provider
(Moody’s Analytics), while the TR is internally developed
 
and is being supported by the core applications of the Bank.
MRA follows
 
the Moody’s
 
fundamental analysis
 
(FA)
 
approach. The
 
FA
 
models belong
 
to a
 
family of
 
models defined
 
as Knowledge
Based Systems and rely on a
 
probabilistic reasoning approach. They use quantitative and qualitative information of
 
individual obligors
in
 
order
 
to
 
assess
 
their
 
creditworthiness
 
and
 
determine
 
their
 
credit
 
rating.
 
In
 
particular,
 
MRA
 
takes
 
into
 
account
 
the
 
company's
balance sheets, profit & loss accounts and cash flow statements to calculate key ratios. Its ratio analysis includes assessments of each
ratio’s
 
trend across multiple periods, both in terms of the slope
 
and volatility of the trend. It also compares
 
the value of the ratio for
the most recent period
 
with the quartile values for
 
a comparable peer group.
 
Moreover,
 
MRA is supplied with a commonly used
 
set
of qualitative
 
factors
 
relating to
 
the quality
 
of the company’s
 
management, the
 
standing of
 
the company,
 
including the
 
company’s
transaction behavior towards the Bank, and the
 
perceived riskiness of the industry. MRA is
 
used for the assessment of
 
all legal entities
with full accountancy tax books irrespective
 
of their legal form, and is calibrated
 
on the Greek corporate environment.
The MRA is
 
not employed
 
for certain
 
types of entities
 
that use different
 
accounting methods
 
to prepare
 
their financial statements,
such as Insurance companies and brokerage firms. Moreover,
 
entities such as start-ups that have not produced financial information
for at least
 
two annual accounting periods
 
are not rated
 
with MRA. In such cases, the
 
Internal Credit Rating
 
(“ICR”) is utilized, which
is
 
a
 
scorecard
 
consisting
 
of
 
a
 
set
 
of
 
factors
 
grouped
 
into
 
3
 
main
 
sections
 
corresponding
 
to
 
particular
 
areas
 
of
 
analysis:
 
Financial
Information,
 
Qualitative
 
Criteria,
 
and
 
Behavior
 
Analysis.
 
In
 
addition,
 
the
 
Group
 
performs
 
an
 
overall
 
assessment
 
of
 
wholesale
customers, based both on their rating
 
(MRA or ICR) and the collaterals and guarantees
 
regularly at every credit assessment. In 2021,
in
 
combination
 
with
 
the
 
application
 
of
 
the
 
new
 
Definition
 
of
 
Default,
 
the
 
Bank
 
calibrated
 
its
 
MRA
 
and
 
ICR
 
models,
 
which
 
were
approved by the regulatory authorities.
With reference to Specialized Lending portfolio (for which the Bank is using Slotting rating models) and in line with European Banking
Authority (EBA) definitions, it comprises types of
 
exposures towards entities specifically created to finance or operate physical assets,
where the primary source of
 
income and repayment
 
of the obligation lies directly
 
with the assets being financed. Accordingly,
 
three
of its
 
product lines
 
that are
 
included in
 
the Specialized
 
Lending exposure
 
class: Project
 
Finance (assessed
 
with the
 
Project Finance
Scorecard), Commercial Real Estate
 
(assessed with the CRE investor & CRE Developer
 
Scorecards) and Object Finance (assessed with
the Object Finance Scorecard tailored for
 
the Shipping portfolio).
In addition, the
 
Group has developed
 
an Unlikely to Pay/Impairment test. Unlikeliness
 
to pay refers to circumstances when
 
a Borrower
is assessed as unlikely
 
to pay its credit
 
obligations in full without
 
realization of collateral,
 
regardless of the existence
 
of any past due
amount or of the days past due (i.e. to exposures less than 90 dpd). The impairment test , which is performed to all borrowers during
every credit assessment is implemented in the CL platform
 
and includes clearly defined indicators of unlikeliness to
 
pay (UTP). These
indicators are separated
 
in “Hard” and “Soft” UTP triggers.
Hard
 
UTP
 
indicators
 
lead
 
directly
 
to
 
a
 
recognition
 
of
 
non-performing
 
(automatic
 
NPE
 
classification),
 
as
 
in
 
most
 
cases
 
these
events, by their very nature, directly fulfil the definition
 
of UTP and there is little room for interpretation.
Soft UTP triggers when applied, do
 
not automatically mean that an exposure is non-performing,
 
but that a thorough assessment
should be performed (assessment prior to NPE classification).
The Bank has further enhanced its wholesale credit risk assessment models linking risk parameters
 
estimation with macro-economic
factors allowing the forecasting
 
of rating transitions under different
 
macroeconomic scenarios (base, adverse and optimistic).
The rating systems described
 
above are an integral part of the wholesale banking decision-making
 
and risk management processes:
the credit approval or rejection, both at the origination
 
and review process;
the allocation of competence levels for
 
credit approval;
risk-adjusted pricing;
the calculation of Economic Value
 
Added (EVA) and internal capital
 
allocation; and
 
 
 
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Notes to the Consolidated Financial Statements
 
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31 December 2022 Consolidated Financial Statements
the impairment calculation (staging criteria and
 
subsequent ECL estimation of forecasted
 
risk parameters).
Rating of retail lending exposures
The Group
 
assigns credit
 
scores to
 
its retail
 
customers
 
using a
 
number of
 
statistically-based
 
models both
 
at the
 
origination and
 
on
ongoing basis
 
through behavioral
 
scorecards.
 
These models have
 
been developed
 
to predict,
 
on the
 
basis of available
 
information,
the probability of default, the loss given default and the exposure at default. They cover the entire spectrum of retail products (credit
cards, consumer lending, unsecured revolving credits,
 
car loans, personal loans, mortgages and small business loans).
The
 
Bank’s
 
models
 
were
 
developed
 
based
 
on
 
historical
 
data
 
and
 
credit
 
bureau
 
data.
 
Behavioral
 
scorecards
 
are
 
calculated
automatically on a monthly basis, thus ensuring that the credit risk
 
assessment is up to date.
The
 
models
 
are
 
applied
 
in
 
the
 
credit
 
approval
 
process,
 
the
 
credit
 
limits
 
management,
 
as
 
well
 
as
 
the
 
collection
 
process
 
for
 
the
prioritization of the accounts in
 
terms of handling. Furthermore,
 
the models are often
 
used for the risk
 
segmentation of the customers
and the
 
risk based
 
pricing of
 
particular segments
 
or new
 
products
 
introduced
 
as well
 
as in
 
the calculation
 
of the
 
Economic
 
Value
Added (EVA) and Risk Adjusted Return
 
on Capital (RaRoC) measures.
The rating systems employed
 
by the Bank meets the requirements
 
of the Basel III-Internal Ratings Based (IRB) approach.
 
The Bank is
IRB certified since 2008 for the Greek portfolios, both wholesale and retail (as detailed
 
in Basel III, Pillar 3 disclosures available at the
Bank’s website).
In the context of IFRS9 implementation, the Bank
 
has further enhanced its retail credit
 
risk assessment models linking risk
 
parameters
estimation with macro-economic factors allowing their
 
forecasting over one year and
 
lifetime horizon under different macroeconomic
scenarios (base, adverse and optimistic) and supporting the staging analysis and allocation to risk classes under homogeneous pools.
The
 
Group
 
Credit
 
Risk
 
Capital
 
Adequacy
 
Control
 
Sector
 
monitors
 
the
 
capacity
 
of
 
rating
 
models
 
and
 
scoring
 
systems
 
to
 
classify
customers
 
according
 
to
 
risk,
 
as well
 
as
 
to
 
predict
 
the probability
 
of
 
default
 
and loss
 
given default
 
and exposure
 
at default
 
on
 
an
ongoing basis.
 
The Group
 
Models Validation
 
and Governance
 
Sector implements
 
the Bank's
 
validation
 
policy which
 
complies with
international best practices
 
and regulatory requirements.
 
The Bank verifies the
 
validity of the rating
 
models and scoring systems
 
on
an annual basis and
 
the validation includes both quantitative and qualitative aspects.
 
The validation procedures are documented, and
regularly reviewed and reported to
 
the BRC.
The Group’s Internal Audit Division also independently reviews the validation process in wholesale and retail rating systems annually.
(f) Credit risk mitigation
A key component of the Group's business strategy is to reduce risk by utilizing various risk mitigating techniques. The most important
risk mitigating means are collaterals'
 
pledges, guarantees and master
 
netting arrangements.
Types of collateral commonly accepted
 
by the Group
The Group has internal
 
policies in place
 
which set out
 
the following types of
 
collateral that are usually accepted
 
in a credit
 
relationship:
residential real estate,
 
commercial real estate (offices, shopping malls, etc.),
 
industrial buildings and land;
receivables (trade debtors)
 
and post dated cheques;
securities, including listed shares and bonds;
deposits;
guarantees and letters
 
of support;
insurance policies; and
equipment, mainly, vehicles
 
and vessels.
A specific
 
coverage
 
ratio
 
is pre-requisite,
 
upon the
 
credit relationship’s
 
approval and
 
on ongoing
 
basis, for
 
each collateral
 
type, as
specified in the Group’s credit
 
policy.
For
 
exposures,
 
other than
 
loans to
 
customers
 
(i.e. reverse
 
repos,
 
derivatives),
 
the
 
Group
 
accepts as
 
collateral
 
only
 
cash or
 
liquid
bonds.
 
 
 
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Notes to the Consolidated Financial Statements
 
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Valuation principles of collaterals
In defining
 
the maximum
 
collateral
 
ratio for
 
loans, the
 
Group considers
 
all relevant
 
information available,
 
including the
 
collaterals’
specific characteristics,
 
if market
 
participants
 
would
 
take
 
those into
 
account
 
when
 
pricing the
 
relevant
 
assets.
 
The valuation
 
and
hence eligibility is based on the following factors:
 
the collateral’s
 
fair value,
 
i.e. the
 
exit price
 
that would
 
be received
 
to
 
sell the
 
asset in
 
an orderly
 
transaction
 
under current
market conditions;
the fair value reflects market participants’ ability to generate economic benefits by using the asset in its highest and best use or
by selling it;
a reduction in the
 
collateral’s
 
value is considered
 
if the type, location
 
or condition (such as deterioration
 
and obsolescence) of
the asset indicate so; and
no collateral value is assigned if a pledge is not
 
legally enforceable.
The
 
Group
 
performs
 
collaterals’
 
valuation
 
in accordance
 
with its
 
processes
 
and policies.
 
With
 
the exception
 
of special
 
cases
 
(e.g.
syndicated
 
loans), the real
 
estate collaterals
 
of all units
 
are valued
 
by Cerved Property
 
Services S.A. (“CPS”)
 
who is the
 
successor of
the
 
Bank’s
 
former
 
subsidiary,
 
Eurobank
 
Property
 
Services S.A.
 
CPS is
 
regulated
 
by the
 
Royal
 
Institute
 
of
 
Chartered
 
Surveyors
 
and
employs internal
 
or external
 
qualified appraisers
 
based on predefined
 
criteria (qualifications
 
and expertise).
 
All appraisals take
 
into
account factors such as the region,
 
age and marketability of the
 
property, and are further reviewed and countersigned by experienced
staff.
 
The valuation
 
methodology employed
 
is based on
 
International Valuation
 
Standards (IVS),
 
while quality
 
controls are
 
in place,
such as reviewing mechanisms, independent sample reviews
 
by independent well established valuation
 
companies.
In order to monitor
 
the valuation of residential
 
property held as collateral,
 
the Bank uses the Residential
 
Property Index of the Bank
of Greece. The
 
index has been
 
created by
 
the Real Estate
 
Market Analysis
 
Section of BoG using
 
detailed information
 
collected from
all Credit
 
Institutions
 
and Real
 
Estate
 
Investment
 
Companies (REIC)
 
operating
 
in Greece.
 
The Residential
 
Property
 
Index is
 
used in
combination with physical inspection and desktop
 
valuation, depending on the EBA status and the
 
balance of the loan.
For
 
commercial
 
real
 
estates,
 
the
 
Bank
 
uses
 
the
 
Commercial
 
Real
 
Estate
 
Index
 
developed
 
by
 
CPS.
 
This
 
index
 
is derived
 
through
 
a
combination of CPS & BoG CRE indices and it is
 
based on internationally accepted methodology. It constitutes a tool for the statistical
monitoring
 
of possible
 
changes of
 
the values
 
of the
 
commercial properties
 
as well
 
as for
 
the trends
 
in the
 
particular market.
 
It is
updated on an annual basis. The
 
Commercial Real Estate Index is used in combination with physical inspection and desktop valuation,
depending on the EBA status and the balance of the loan.
To ensure
 
the quality of the post-dated cheques
 
accepted as collateral, the Bank has developed
 
a pre-screening system, which
 
takes
into
 
account
 
a
 
number
 
of
 
criteria
 
and
 
risk
 
parameters,
 
so
 
as
 
to
 
evaluate
 
their
 
eligibility.
 
Furthermore,
 
the
 
post-dated
 
cheques’
valuation is monitored through
 
the use of advanced statistical
 
reports and through the review
 
of detailed information
 
regarding the
recoverability of cheques, referrals
 
and bounced cheques, per issuer broken down.
Collateral policy and documentation
Regarding collaterals, Group’s
 
policy emphasizes the need that collaterals and relevant processes are timely and prudently executed,
in
 
order
 
to
 
ensure
 
that
 
collaterals
 
and relevant
 
documentation
 
are
 
legally
 
enforceable
 
at
 
any
 
time. The
 
Group
 
holds the
 
right
 
to
liquidate collateral in the event
 
of the obligor’s financial
 
distress and can claim
 
and control cash proceeds
 
from the liquidation process.
Guarantees
The guarantees used as credit risk mitigation
 
by the Group are largely issued by central and
 
regional governments in the countries in
which
 
it
 
operates.
 
The
 
Hellenic
 
Development
 
Bank
 
(HDB)
 
and
 
similar
 
funds,
 
banks
 
and
 
insurance
 
companies
 
are
 
also
 
significant
guarantors of credit risk.
Management of repossessed properties
The
 
objective
 
of
 
the
 
repossessed
 
assets’
 
management
 
is
 
to
 
minimize
 
the
 
time
 
cycle
 
of
 
the
 
asset’s
 
disposal
 
and
 
to
 
maximize
 
the
recovery of the capital engaged.
To this
 
end, the management of repossessed assets
 
aims at improving rental
 
and other income from the
 
exploitation of such assets,
and at the
 
same time reducing
 
the respective holding and
 
maintenance costs. Additionally, the Group is
 
actively engaged in identifying
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
.
61
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31 December 2022 Consolidated Financial Statements
suitable potential buyers for its portfolio of repossessed assets (including specialized funds involved
 
in acquiring specific portfolios of
properties repossessed), both in Greece and abroad,
 
in order to reduce its stock of properties with a time horizon
 
of 3-5 years.
Repossessed assets are closely monitored based on technical and
 
legal due diligence reports, so that their market value
 
is accurately
reported and updated in accordance with market
 
trends.
Counterparty risk
The
 
Group
 
mitigates
 
counterparty
 
risk
 
arising
 
from
 
treasury
 
activities
 
by
 
entering
 
into
 
master
 
netting
 
arrangements
 
and
 
similar
agreements,
 
as
 
well
 
as
 
collateral
 
agreements
 
with
 
counterparties
 
with
 
which
 
it
 
undertakes
 
a
 
significant
 
volume
 
of
 
transactions.
Master netting arrangements do not generally result in
 
the offset of balance sheet
 
assets and liabilities, as
 
the transactions are usually
settled on
 
a gross basis.
 
However,
 
the respective credit
 
risk is reduced
 
through a
 
master netting
 
agreement to
 
the extent
 
that if an
event of default occurs, all amounts
 
with the counterparty are terminated
 
and settled on a net basis.
In the case of
 
derivatives, the Group
 
makes use of
 
International Swaps
 
and Derivatives Association
 
(ISDA) contracts,
 
which limit the
exposure
 
via
 
the
 
application
 
of
 
netting,
 
and
 
Credit
 
Support
 
Annex
 
(CSAs),
 
which
 
further
 
reduce
 
the
 
total
 
exposure
 
with
 
the
counterparty. Under these agreements, the total exposure with the counterparty is calculated on a daily
 
basis taking into account any
netting arrangements and collaterals.
The same
 
process is
 
applied in
 
the case
 
of repo
 
transactions where
 
standard
 
Global Master
 
Repurchase
 
Agreements
 
(GMRAs) are
used. The exposure
 
(the net difference
 
between repo
 
cash and the
 
market value
 
of the securities)
 
is calculated
 
on a daily basis
 
and
collateral is transferred
 
between the counterparties thus minimizing the exposure.
Following
 
the
 
European
 
Market
 
Infrastructure
 
Regulation
 
(EMIR),
 
the
 
Bank
 
performs
 
centrally
 
cleared
 
transactions
 
for
 
eligible
derivative contracts
 
through an EU
 
authorized European
 
central counterparty
 
(CCP), recorded
 
in trade
 
repositories. The
 
use of CCP
increases market transparency
 
and reduces counterparty credit and operational
 
risks inherent in derivatives markets.
The Bank uses a comprehensive
 
collateral management
 
system for
 
the monitoring of ISDA, CSAs
 
and GMRAs, i.e. the daily valuation
of the derivatives
 
and the market value
 
of the securities are used for
 
the calculation of each counterparty’s
 
exposure. The collateral
which should be posted or requested by the relevant
 
counterparty is calculated daily.
With
 
this
 
system,
 
the
 
Bank
 
monitors
 
and
 
controls
 
the
 
collateral
 
flow
 
in
 
case
 
of
 
derivatives
 
and
 
repos,
 
independently
 
of
 
the
counterparty. The effect of any market
 
movement that increases the Bank’s exposure is reported and the Bank proceeds to collateral
call accordingly.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
5.2.1.1 Maximum exposure to credit
 
risk before collateral held
2022
2021
€ million
€ million
Credit risk exposures relating to on-balance sheet assets
 
are as
follows:
Due from credit institutions
1,330
2,511
Less: Impairment allowance
(1)
1,329
(1)
2,510
Debt securities held for trading
87
69
Derivative financial instruments
1,185
1,949
Loans and advances to customers at
 
amortised cost:
- Wholesale lending⁽¹⁾
26,054
23,716
- Mortgage lending
10,201
10,105
- Consumer lending
3,353
3,242
- Small business lending
3,842
3,753
Less: Impairment allowance
(1,626)
41,824
(1,872)
38,943
Fair value changes of loans in portfolio hedging of
 
interest rate risk
(163)
-
Loans and advances to customers measured
 
at FVTPL
16
23
Investment securities:
- Debt securities measured at amortised cost
9,214
4,672
Less: Impairment allowance
(22)
9,192
(6)
4,666
Debt securities measured at FVOCI
3,828
6,509
Investment securities at FVTPL
241
141
Other financial assets⁽²⁾
202
190
Less: Impairment allowance
(23)
179
(28)
162
Credit risk exposures relating to off-balance
 
sheet items (note 42):
- Loan commitments
7,611
5,139
- Financial guarantee contracts and
 
other commitments
2,860
1,702
Total
68,189
61,814
(1)
Includes loans to public sector.
(2)
Refers to financial assets subject to IFRS 9 impairment requirements, which are recognised within other assets.
 
The above table represents the Group’s
 
maximum credit risk exposure as at 31 December 2022 and
 
31 December 2021 respectively,
without taking
 
account
 
of any
 
collateral
 
held or
 
other credit
 
enhancements
 
that
 
do not
 
qualify for
 
offset
 
in the
 
Group's
 
financial
statements.
For on-balance
 
sheet assets,
 
the exposures
 
set out above
 
are based
 
on the carrying
 
amounts as reported
 
in the balance
 
sheet. For
off-balance
 
sheet
 
items,
 
the
 
maximum
 
exposure
 
is
 
the
 
nominal
 
amount
 
that
 
the
 
Group
 
may
 
be
 
required
 
to
 
pay
 
if
 
the
 
financial
guarantee
 
contracts
 
and other
 
commitments are
 
called upon
 
and the
 
loan commitments
 
are drawn
 
down. Off-balance
 
sheet loan
commitments presented above, include
 
revocable commitments to extend
 
credit of € 3.7 billion (2021: € 3.6 billion) that are subject
to ECL measurement.
5.2.1.2
 
Loans and advances to customers
The section below provides an
 
overview of the Group’s exposure to credit risk arising
 
from its customer lending portfolios, in line
 
with
the guidelines
 
set by
 
the Hellenic
 
Capital
 
Markets
 
Commission and
 
the Bank
 
of Greece
 
(BoG) released
 
on 30
 
September 2013,
 
as
updated by the Group
 
in order to comply with
 
the revised IFRS 7 ‘Financial
 
Instruments: Disclosures’,
 
following the adoption of
 
IFRS
9
 
from
 
2018.
 
In
 
addition,
 
the
 
types
 
of
 
the
 
Group’s
 
forbearance
 
programs
 
are
 
in
 
line
 
with
 
the
 
BoG’s
 
Executive
 
Committee
 
Act
42/30.05.2014 and its amendments.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
63
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31 December 2022 Consolidated Financial Statements
(a) Credit quality of loans and advances to customers
Loans and advances to customers carried
 
at amortised cost are classified depending on how ECL is measured.
Accordingly,
 
loans reported
 
as non-impaired
 
include loans
 
for
 
which a
 
‘12-month
 
ECL allowance’
 
is recognized
 
as they
 
exhibit
 
no
significant increase in credit risk since initial recognition and loans for which a ‘Lifetime ECL allowance’
 
is recognized as they exhibit a
significant increase in credit risk since initial recognition
 
but are not considered to be in default.
Credit impaired loans category includes loans that are considered to be in default, for which a loss allowance equal to a ‘Lifetime ECL’
is recognized,
 
and loans
 
classified as ’Purchased
 
or originated
 
credit impaired’
 
(POCI) which are
 
always measured
 
on the
 
basis of
 
a
‘Lifetime ECL’.
 
From 1 January 2021 onwards, the Group applies a default definition for accounting purposes, which is
 
consistent with
the European Banking Authority (EBA) definition for non
 
-performing exposure and regulatory definition
 
of default.
Loans
 
and
 
advances
 
to
 
customers
 
carried
 
at
 
FVTPL
 
are
 
not
 
subject
 
to
 
ECL
 
measurement
 
and
 
therefore
 
are
 
not
 
included
 
in
 
the
quantitative information provided in the below sections for loans and advances measured at amortised cost, except where indicated.
The Group’s accounting
 
policy for impairment of financial assets is set out in note 2.2.13.
Quantitative information
The
 
following
 
quantitative
 
analysis
 
presents
 
information
 
about
 
the
 
total
 
gross
 
carrying
 
amount
 
of
 
loans
 
and
 
advances
 
including
securitization
 
notes
 
issued
 
by
 
special
 
purpose
 
entities
 
established
 
by
 
the
 
Group,
 
and
 
the
 
nominal
 
amount
 
of
 
credit
 
related
commitments, that are
 
classified as non-impaired (stage
 
1 and stage
 
2) and those classified as
 
credit-impaired (stage
 
3 and POCI). It
also presents
 
the impairment
 
allowance recognized
 
in respect of
 
all loans and
 
advances and
 
credit related
 
commitments, analyzed
into individually or
 
collectively assessed, based
 
on how the
 
respective impairment allowance has
 
been calculated, the carrying
 
amount
of
 
loans
 
and advances,
 
as well
 
as
 
the
 
value
 
of
 
collateral
 
held to
 
mitigate
 
credit
 
risk
 
which is
 
capped
 
to
 
the respective
 
gross
 
loan
amount. In particular,
 
the following four tables for 2022 and
 
2021 provide:
a summary of the credit quality of lending exposures and credit related
 
commitments, presenting product line, stage
 
allocation,
respective impairment allowance and collateral
 
held
the classification of lending exposures and credit related
 
commitments into the internal credit rating
 
categories,
the movement of the gross carrying amounts for
 
loans and advances to customers by product line and
 
stage,
the ageing analysis of credit impaired (Stage 3 and
 
POCI) loans and advances to customers
Public Sector lending
 
exposures include exposures
 
to the central
 
government, local
 
authorities, state-linked
 
companies and entities
controlled and fully
 
or partially owned by the
 
state, excluding
 
public and private
 
companies with commercial activity.
 
For credit risk
management purposes, exposures to Public Sector
 
are incorporated in wholesale lending.
.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
64
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31 December 2022 Consolidated Financial Statements
The following tables present
 
summary information about the
 
credit quality (stage analysis,
 
impairment allowance and
 
collateral held per product
 
line) of loans
 
and advances to
 
customers carried at amortised
cost and
 
credit related
 
commitments.
 
In addition,
 
they include the
 
fair value
 
changes of
 
loans in
 
portfolio hedging
 
of interest
 
rate risk
 
and the loans
 
and advances
 
to customers
 
carried at
 
FVTPL for
 
the
purpose of reconciliation with the total carrying amount
 
of loan and advances to customers:
.
31 December 2022
Impairment allowance
Lifetime ECL -
Stage 3 and POCI⁽¹⁾
Lifetime ECL -
Stage 3 and POCI⁽¹⁾
12-month ECL -
Stage 1
Lifetime ECL - Stage 2
Individually
assessed
Collectively
assessed
Total gross carrying
amount/nominal
exposure
12-month ECL -
Stage 1
Lifetime ECL - Stage 2
Individually
assessed
Collectively
assessed
Carrying amount
Value of
collateral
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
Retail Lending
12,169
3,992
105
1,131
17,396
(81)
(280)
(73)
(571)
16,392
11,598
- Mortgage
6,832
2,825
50
495
10,201
(21)
(160)
(41)
(188)
9,792
Value of collateral
6,563
2,378
22
385
9,348
- Consumer
2,028
357
0
214
2,599
(31)
(42)
(0)
(149)
2,376
Value of collateral
125
2
0
3
130
- Credit card
642
70
0
42
755
(6)
(6)
(0)
(37)
705
Value of collateral
0
0
0
0
0
- Small business
2,668
740
54
380
3,842
(23)
(72)
(32)
(197)
3,518
Value of collateral
1,347
550
25
198
2,120
Wholesale Lending
23,424
1,581
841
182
26,028
(68)
(75)
(368)
(109)
25,408
16,836
- Large corporate
14,865
794
284
19
15,961
(40)
(27)
(139)
(11)
15,744
Value of collateral
7,890
551
165
11
8,618
- SMEs
3,658
787
557
163
5,166
(28)
(48)
(228)
(99)
4,763
Value of collateral
2,238
601
387
91
3,317
- Securitized notes⁽²⁾
4,901
 
-
 
-
-
4,901
(0)
 
-
 
-
-
4,901
Value of collateral
4,901
 
-
 
-
-
4,901
Public Sector
25
0
1
0
26
(0)
(0)
(1)
(0)
25
0
- Greece
25
-
-
0
25
(0)
 
-
 
-
(0)
24
Value of collateral
0
 
-
 
-
0
0
- Other countries
0
0
1
-
1
(0)
(0)
(1)
-
1
Value of collateral
0
 
-
 
-
-
0
Fair value changes of loans in
portfolio hedging of interest rate
risk
(163)
Loans and advances to customers
at FVTPL
 
16
16
Total
35,618
5,573
946
1,313
43,450
(149)
(355)
(441)
(680)
41,677
28,450
Total value of collateral
 
23,065
4,082
599
688
Credit related commitments
 
10,129
289
36
17
10,471
(20)
(6)
(24)
(7)
Loan commitments
7,429
178
3
1
7,611
(12)
(5)
(1)
(0)
Financial guarantee contracts and
other commitments
2,701
110
33
16
2,860
(8)
(2)
(23)
(7)
Value of collateral
1,113
56
9
5
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
65
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31 December 2022 Consolidated Financial Statements
31 December 2021
 
Impairment allowance
Lifetime ECL - Stage 3 and POCI⁽¹⁾
Lifetime ECL - Stage 3 and POCI⁽¹⁾
12-month ECL -
Stage 1
Lifetime ECL - Stage 2
Individually
assessed
Collectively
assessed
Total gross carrying
amount/nominal
exposure
12-month ECL -
Stage 1
Lifetime ECL - Stage 2
Individually
assessed
Collectively
assessed
Carrying amount
Value of
collateral
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
Retail Lending
11,984
3,790
119
1,205
17,099
(102)
(235)
(73)
(581)
16,108
11,360
- Mortgage
6,871
2,735
54
444
10,105
(17)
(138)
(36)
(134)
9,780
Value of collateral
6,474
2,245
27
337
9,083
- Consumer
1,905
267
2
217
2,391
(35)
(31)
(1)
(136)
2,188
Value of collateral
107
1
2
3
112
- Credit card
667
45
0
138
850
(9)
(7)
(0)
(120)
714
Value of collateral
1
0
0
0
1
- Small business
2,540
744
63
406
3,753
(41)
(58)
(36)
(190)
3,427
Value of collateral
1,391
555
29
190
2,164
Wholesale Lending
20,564
1,668
1,168
282
23,681
(68)
(76)
(599)
(137)
22,802
16,118
- Large corporate
11,694
726
389
23
12,831
(39)
(37)
(183)
(13)
12,559
Value of collateral
6,474
478
255
9
7,217
- SMEs
3,764
941
779
259
5,744
(29)
(38)
(416)
(124)
5,137
Value of collateral
2,501
717
449
128
3,795
- Securitized notes⁽²⁾
5,106
 
-
 
-
-
5,106
(0)
 
-
 
-
-
5,106
Value of collateral
5,106
 
-
 
-
-
5,106
Public Sector
31
3
-
2
35
(1)
(0)
-
(1)
33
2
- Greece
30
2
-
1
33
(1)
(0)
-
(1)
31
Value of collateral
1
1
-
0
2
- Other countries
1
0
-
1
2
(0)
(0)
-
(0)
1
Value of collateral
0
 
-
 
-
-
0
Loans and advances to customers
at FVTPL
 
23
23
Total
32,578
5,461
1,287
1,489
40,815
(171)
(311)
(672)
(718)
38,967
27,503
Total value of collateral
 
22,055
3,998
762
666
Credit related commitments
 
6,397
393
32
19
6,841
(14)
(6)
(23)
(5)
Loan commitments
4,871
263
3
2
5,139
(9)
(3)
(1)
(0)
Financial guarantee contracts and
other commitments
1,526
130
29
17
1,702
(5)
(3)
(22)
(5)
Value of collateral
935
51
6
7
(1)
 
As at 31 December 2022, total gross carrying amount of credit impaired
 
loans includes POCI loans of € 43 million and carry an impairment
 
allowance of € 6.5 million
 
(2021: € 44 million gross carrying amount, of which € 9.3 million
 
arose from
the merger of Eurobank A.D. Beograd with Direktna Banka a.d. and € 6.4 million impairment allowance).
(2)
 
It refers to the
 
senior notes of the
 
Pillar, Cairo
 
and Mexico securitizations that are
 
collateralized by the underlying
 
pool of loans held by
 
the respective securitization vehicles (note
 
20). The amount of
 
the securitized loan portfolios has
 
been
capped to the gross carrying amount of the senior notes. In addition, the senior notes of the Cairo and
 
Mexico securitizations are guaranteed by the Hellenic Republic in the context of Hellenic Asset Protection Scheme (note 20).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
66
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31 December 2022 Consolidated Financial Statements
The Group assesses the credit quality of its loans and advances to customers
 
and credit related commitments that are subject to
 
ECL
using internal credit
 
rating systems
 
for the wholesale
 
portfolio, which
 
are based on
 
a variety of quantitative
 
and qualitative factors,
while the credit quality of the retail portfolio is based
 
on the allocation of risk classes into homogenous pools.
 
The following tables present the distribution
 
of the gross carrying amount of loans and advances and the nominal exposure
 
of credit
related commitments based on the credit quality
 
classification categories and stage allocation:
31 December 2022
31 December 2021
Internal credit rating
12-month ECL-
Stage 1
Lifetime ECL-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
Total gross
carrying
amount
12-month ECL -
Stage 1
Lifetime ECL - Stage
2
Lifetime ECL -
Stage 3 and
 
POCI
Total gross
carrying
amount
Retail Lending
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
- Mortgage
PD<2.5%
6,460
1,167
-
7,627
5,738
417
-
6,155
2.5%<=PD<4%
265
284
-
549
554
465
-
1,019
4%<=PD<10%
66
437
-
502
504
1,134
-
1,638
10%<=PD<16%
20
553
-
573
39
282
-
321
16%<=PD<99.99%
21
384
-
405
37
436
-
473
100%
 
-
 
 
-
 
545
545
 
-
 
 
-
 
498
498
- Consumer
PD<2.5%
287
8
-
294
131
13
-
144
2.5%<=PD<4%
707
34
-
742
805
22
-
827
4%<=PD<10%
964
133
-
1,097
903
83
-
987
10%<=PD<16%
46
11
-
57
50
12
-
62
16%<=PD<99.99%
23
172
-
194
15
137
-
152
100%
 
-
 
 
-
 
214
214
 
-
 
 
-
 
219
219
- Credit card
PD<2.5%
372
5
-
377
429
4
-
433
2.5%<=PD<4%
263
41
-
304
233
27
-
260
4%<=PD<10%
6
4
-
11
4
5
-
9
10%<=PD<16%
0
5
-
5
0
1
-
1
16%<=PD<99.99%
0
15
-
15
0
8
-
9
100%
 
-
 
 
-
 
42
42
 
-
 
 
-
 
139
139
- Small business
PD<2.5%
1,328
48
-
1,376
1,413
26
-
1,439
2.5%<=PD<4%
498
63
-
561
232
12
-
244
4%<=PD<10%
652
47
-
699
657
81
-
738
10%<=PD<16%
47
165
-
213
78
137
-
214
16%<=PD<99.99%
143
417
-
559
161
488
-
649
100%
 
-
 
 
-
 
434
434
 
-
 
 
-
 
469
469
Wholesale Lending
- Large corporate
Strong
10,572
0
-
10,572
7,417
16
-
7,434
Satisfactory
4,127
432
-
4,559
4,070
427
-
4,497
Watch list
165
362
-
527
206
283
-
489
Impaired (Defaulted)
 
-
 
 
-
 
303
303
 
-
 
 
-
 
411
411
- SMEs
Strong
1,090
9
-
1,098
1,049
20
-
1,069
Satisfactory
2,318
321
-
2,639
2,399
356
-
2,755
Watch list
250
458
-
708
316
565
-
882
Impaired (Defaulted)
 
-
 
 
-
 
720
720
 
-
 
 
-
 
1,039
1,039
- Securitized notes
Strong
4,901
 
-
 
-
4,901
5,106
 
-
 
-
5,106
Public Sector
All countries
Strong
25
 
-
 
-
25
22
 
-
 
-
22
Satisfactory
-
-
-
-
3
0
-
3
Watch list
 
-
 
0
-
0
6
2
-
8
Impaired (Defaulted)
 
-
 
 
-
 
1
1
 
-
 
 
-
 
2
2
Total
35,618
5,573
2,259
43,450
32,578
5,461
2,776
40,815
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
67
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2022
31 December 2021
Internal credit rating
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
Total
nominal
amount
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
Total
nominal
amount
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
Credit Related
Commitments
 
Retail Lending
Loan commitments
PD<2.5%
1,455
14
-
1,469
1,479
5
-
1,484
2.5%<=PD<4%
1,025
62
-
1,088
845
45
-
890
4%<=PD<10%
541
30
-
571
415
96
-
511
10%<=PD<16%
33
3
-
37
39
10
-
49
16%<=PD<99.99%
1
13
-
14
0
6
-
6
100%
 
-
 
 
-
 
1
1
 
-
 
 
-
 
2
2
Financial guarantee
contracts and other
commitments
PD<2.5%
81
0
-
81
92
 
-
 
-
92
2.5%<=PD<4%
77
1
-
78
39
 
-
 
-
39
4%<=PD<10%
22
0
-
22
11
0
-
11
10%<=PD<16%
 
-
 
0
-
0
 
-
 
0
-
0
16%<=PD<99.99%
0
2
-
2
1
0
-
1
100%
 
-
 
 
-
 
1
1
 
-
 
 
-
 
1
1
Wholesale Lending
Loan commitments
Strong
3,126
0
-
3,126
1,145
34
-
1,179
Satisfactory
1,241
37
-
1,278
902
58
-
960
Watch list
6
18
-
24
47
9
-
56
Impaired
(Defaulted)
 
-
 
 
-
 
3
3
 
-
 
 
-
 
3
3
Financial guarantee
contracts and other
commitments
Strong
1,940
10
-
1,950
883
1
-
884
Satisfactory
552
36
-
588
466
64
-
530
Watch list
28
62
-
90
34
65
-
99
Impaired
(Defaulted)
 
-
 
 
-
 
48
48
 
-
 
 
-
 
45
45
Total
10,129
289
53
10,471
6,397
393
51
6,841
The table below depicts the internal credit rating
 
bands (MRA rating scale or equivalent)
 
for the wholesale portfolio that correspond
to the credit quality classification categories
 
presented in the above tables:
Wholesale Lending
Credit Quality classification
categories
Internal Credit Rating
 
 
Large Corporate
 
Internal Credit Rating
 
SMEs
Strong
1-4
1-3
Satisfactory
5-6
4-6
Watch list
7-9
7-9
Impaired (Defaulted)
10
10
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
68
|
Page
 
31 December 2022 Consolidated Financial Statements
The following tables present the movement of the gross carrying
 
amounts for loans and advances to customers
 
by product line and stage and is calculated by reference
 
to the opening and closing balances
for the reporting years from 1 January
 
2022 to 31 December 2022 and 1 January 2021 to 31 December 2021:
31 December 2022
Wholesale
Mortgage
Consumer
Small business
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
Total
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
Gross carrying amount at 1
January
20,594
1,670
1,452
6,871
2,735
498
2,572
311
358
2,540
744
469
40,815
New loans and advances
originated or purchased
 
6,986
 
-
 
8
809
 
-
 
-
840
 
-
 
-
725
 
-
 
-
9,368
Transfers
 
between stages
-to 12-month ECL
 
576
(575)
(1)
333
(318)
(15)
92
(82)
(10)
154
(143)
(12)
-
-to lifetime ECL
(802)
819
(17)
(506)
611
(105)
(272)
303
(31)
(183)
235
(52)
-
-to lifetime ECL credit-
impaired loans
(41)
(85)
125
(60)
(151)
210
(71)
(44)
115
(38)
(75)
113
-
Loans and advances
derecognised/ reclassified as
held for sale during the year
(2)
(2)
(276)
(2)
 
-
 
(0)
(0)
 
-
 
-
 
-
 
 
-
 
(1)
(282)
Amounts written-off⁽¹⁾
 
-
 
 
-
 
(87)
 
-
 
 
-
 
(10)
 
-
 
 
-
 
(141)
 
-
 
 
-
 
(53)
(290)
Repayments
(4,060)
(293)
(184)
(820)
(179)
(45)
(507)
(87)
(61)
(615)
(70)
(38)
(6,959)
Foreign exchange differences
and other movements
198
46
2
204
127
11
15
26
26
84
49
8
798
Gross Carrying amount at 31
December
23,448
1,581
1,024
6,832
2,825
545
2,669
427
257
2,668
740
434
43,450
Impairment allowance
(68)
(75)
(478)
(21)
(160)
(229)
(37)
(48)
(186)
(23)
(72)
(229)
(1,626)
Carrying amount at 31
December
23,380
1,506
546
6,810
2,665
316
2,633
379
70
2,645
668
205
41,824
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
69
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2021⁽²⁾
Wholesale
Mortgage
Consumer
Small business
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI
Total
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
 
€ million
Gross carrying amount at 1
January
17,204
2,012
2,125
7,081
2,791
1,779
2,230
445
732
2,200
1,189
1,087
40,874
New loans and advances
originated or purchased
 
4,978
-
-
642
-
-
663
-
-
558
-
-
6,840
Arising from acquisition
94
-
2
45
-
3
164
-
3
10
-
1
322
Securitized notes
1,621
-
-
-
-
-
-
-
-
-
-
-
1,621
Transfers
 
between stages
-to 12-month ECL
460
(441)
(20)
549
(540)
(9)
149
(144)
(5)
437
(433)
(4)
-
-to lifetime ECL
(600)
638
(39)
(748)
966
(218)
(141)
168
(28)
(152)
216
(64)
-
-to lifetime ECL credit-
impaired loans
(35)
(190)
225
(89)
(223)
312
(66)
(99)
165
(59)
(142)
202
-
Loans and advances
derecognised/ reclassified as
held for sale during the year
(30)
(34)
(529)
(24)
(220)
(1,255)
(3)
(14)
(336)
(5)
(81)
(637)
(3,167)
Amounts written-off⁽¹⁾
 
-
 
 
-
 
(166)
-
-
(73)
-
-
(145)
-
-
(85)
(469)
Repayments
(3,373)
(360)
(166)
(771)
(152)
(69)
(458)
(65)
(65)
(451)
(46)
(45)
(6,020)
Foreign exchange differences
and other movements
276
46
17
187
115
28
34
19
37
1
41
13
814
Gross Carrying amount at 31
December
20,594
1,670
1,452
6,871
2,735
498
2,572
311
358
2,540
744
469
40,815
Impairment allowance
(69)
(76)
(737)
(17)
(138)
(170)
(44)
(39)
(257)
(41)
(58)
(227)
(1,872)
Carrying amount at 31
December
20,526
1,595
715
6,854
2,597
328
2,529
273
101
2,499
685
242
38,943
(1)
The contractual amount outstanding on lending exposures that were written off during the year ended 31 December 2022 and that are
 
still subject to enforcement activity is € 111 million (2021: € 217 million).
(2)
 
Comparative information has been adjusted in order to align with current year’s presentation.
Note 1: Wholesale product line category includes also Public sector loans portfolio.
Note 2: “Loans and advances derecognised/ reclassified as
 
held for sale during the year” presents loans
 
derecognized due to a) substantial
 
modifications of the loans’ contractual terms,
 
b) securitization and sale transactions, c) debt
 
to equity
transactions and those that have been reclassified as held for sale during the year
 
(notes 20 and 30).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
70
|
Page
 
31 December 2022 Consolidated Financial Statements
Credit impaired loans and advances to customers
The following
 
tables present
 
the ageing
 
analysis of
 
credit impaired
 
(Stage 3
 
and POCI)
 
loans and
 
advances by
 
product line
 
at their
gross carrying amounts, as well as the respective impairment
 
allowance and the value of collaterals held to
 
mitigate credit risk.
For denounced loans, the Group ceases to monitor the delinquency status and therefore the respective balances have
 
been included
in the ‘over 360 days’ time band, with the
 
exception of consumer exposures which continue to be monitored up to 360
 
days past due.
31 December 2022
Retail lending
Wholesale lending
Public sector
Lifetime ECL
credit-impaired
Mortgage
Consumer
Credit card
Small
business
Large
corporate
SMEs
Greece and
other countries
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
up to 90 days
192
68
7
120
138
308
0
832
90 to 179 days
38
23
7
19
16
31
-
133
180 to 360 days
82
38
9
47
1
52
-
228
more than 360 days
233
86
20
248
149
329
1
1,066
Total gross carrying
amount
 
545
214
42
434
303
720
1
2,259
Impairment allowance
(229)
(149)
(37)
(229)
(150)
(327)
(1)
(1,121)
Carrying amount
 
316
65
5
205
153
393
0
1,138
Value of Collateral
407
3
0
223
177
478
0
1,287
31 December 2021
Retail lending
Wholesale lending
Public sector
Lifetime ECL
credit-impaired
Mortgage
Consumer
Credit card
Small
business
Large
corporate
SMEs
Greece and
other countries
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
up to 90 days
208
74
24
127
208
341
0
981
90 to 179 days
49
26
7
26
1
4
-
113
180 to 360 days
88
42
9
45
0
44
0
228
more than 360 days
153
77
99
271
203
649
2
1,453
Total gross carrying
amount
 
498
219
139
469
411
1,039
2
2,776
Impairment allowance
(170)
(137)
(120)
(227)
(196)
(539)
(1)
(1,391)
Carrying amount
 
328
82
18
242
215
499
1
1,386
Value of Collateral
365
4
0
218
264
577
0
1,428
Note: As at 31 December 2022, total gross carrying amount of credit impaired loans includes POCI loans
 
of € 43 million (2021: € 44 million).
(b) Collaterals and repossessed assets
Collaterals
The Loan-to-Value
 
(LTV)
 
ratio of
 
the mortgage
 
lending reflects
 
the gross
 
loan exposure
 
at the
 
balance sheet
 
date over
 
the market
value of the property held as collateral.
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
71
|
Page
 
31 December 2022 Consolidated Financial Statements
The LTV ratio
 
of the mortgage portfolio is presented below:
2022
2021
€ million
€ million
Mortgages
Less than 50%
2,881
2,630
50%-70%
2,373
2,100
71%-80%
1,524
1,508
81%-90%
1,042
1,010
91%-100%
825
994
101%-120%
604
680
121%-150%
437
516
Greater than 150%
516
666
Total exposure
10,201
10,105
Average LTV
57.30%
61.82%
The breakdown of collateral
 
and guarantees for loans and advances to
 
customers at amortised cost is presented
 
below:
31 December 2022
Value of collateral received
Guarantees
received⁽¹⁾
Real Estate
Financial
 
Other
Total
 
€ million
€ million
€ million
€ million
€ million
Retail Lending
10,760
443
396
11,598
721
Wholesale Lending
5,544
923
10,368
16,836
744
Public sector
0
0
0
0
 
-
 
Total
16,304
1,366
10,764
28,434
1,465
31 December 2021
Value of collateral received
Guarantees
Received⁽¹⁾
Real Estate
Financial
 
Other
Total
 
€ million
€ million
€ million
€ million
€ million
Retail Lending
10,522
504
335
11,360
616
Wholesale Lending
 
4,795
1,139
10,184
16,118
376
Public sector
1
1
0
2
 
-
 
Total
15,318
1,644
10,519
27,480
992
(1)
In addition to the above presented guarantees, from December 2021, the Group has entered
 
into two financial guarantees contracts ‘Wave I’
 
and ‘Wave II’
related to the
 
portfolios of performing
 
SMEs and large
 
corporate loans of
 
€ 1.4 billion
 
as at 31
 
December 2022 (31
 
December 2021: €
 
1.7 billion) and
 
from
December 2022, into the financial guarantees contract ‘Wave III’ related to the portfolio of performing shipping loans of € 1.6 billion ($ 1.7 billion) (note 20).
The collaterals
 
presented in
 
the above table
 
under category
 
“Other”,
 
include assigned receivables,
 
equipment, inventories,
 
vessels,
etc. They also include the amount of the securitized loans held by the securitizations vehicles that
 
issued the Pillar, Cairo and Mexico
senior notes. The amount of the securitized loans has been
 
capped to the gross carrying amount of the senior notes. In
 
addition, the
senior notes of
 
the Cairo and
 
Mexico securitizations are guaranteed by
 
the Hellenic
 
Republic in the
 
context of Hellenic
 
Asset Protection
Scheme (note 20).
Repossessed assets
The Group recognizes
 
collateral assets
 
on the balance
 
sheet by taking
 
possession usually through
 
legal processes or
 
by calling upon
other credit enhancements. As at 31 December
 
2022, the carrying amount of repossessed assets
 
which are included in “Other assets”
amounted to € 559 million
 
(31 December 2021: €
 
572 million), note 29. These
 
assets are carried at the lower of
 
cost and net realizable
value (note 2.2.18).
The main
 
type of
 
collateral
 
that the
 
Group repossesses
 
against
 
repayment
 
or reduction
 
of the
 
outstanding
 
loan is
 
real estate.
 
The
below
 
table
 
presents
 
the
 
movement
 
of
 
repossessed
 
real
 
estate
 
assets
 
during
 
the
 
year,
 
including
 
a)
 
those
 
transferred
 
to
 
the
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
72
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31 December 2022 Consolidated Financial Statements
appropriate category based on their use by the Group as part of its operations i.e. investment property or own-used (notes 2.2.6, 26,
and 27) and b) those reclassified to “held for sale” category
 
(notes 30).
2022
2021
Real estate
 
Real estate
 
Residential
Commercial
Total
Residential
Commercial
Total
€ million
€ million
€ million
€ million
€ million
€ million
Balance at 1 January
209
362
571
208
377
585
Additions⁽¹⁾
14
22
36
12
23
35
Transfers
 
to investment property
(3)
(8)
(11)
(1)
(2)
(3)
Disposals
(4)
(22)
(26)
(4)
(12)
(16)
Valuation losses
(4)
(9)
(13)
(2)
(3)
(5)
Held for Sale (note 30 )
-
-
-
(3)
(21)
(24)
Other
 
0
(0)
0
(1)
-
(1)
Balance at 31 December
212
345
557
209
362
571
(1)
 
The carrying amount
 
of the real
 
estate properties
 
obtained during the
 
year and held
 
at the year
 
ended 31
 
December 2022
 
amounted to €
 
32 million
 
(31
December 2021: € 34 million).
In addition, the Group
 
repossesses other types of
 
collaterals mainly referring
 
to equity positions due
 
to the participation
 
in debt for
equity transactions as part
 
of forbearance measures (see below
 
“Debt for equity swaps”). The
 
Group during the year
 
has not obtained
other types of collaterals as a result of repossession
 
(31 December 2021: € 2.9 million).
(c) Geographical and industry concentrations
 
of loans and advances to customers
As
 
described
 
above
 
in
 
note
 
5.2.1,
 
the
 
Group
 
holds
 
diversified
 
portfolios
 
across
 
markets
 
and
 
countries
 
and
 
implements
 
limits
 
on
concentrations arising from the
 
geographical location or the
 
activity of groups
 
of borrowers that could
 
be similarly affected by
 
changes
in economic or other conditions, in order to mitigate
 
credit risk.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
The following
 
tables break
 
down the
 
Group’s
 
exposure into
 
loans and
 
advances to
 
customers and
 
credit related
 
commitments at
 
their gross
 
carrying amount
 
and nominal
 
amount respectively
 
by stage,
product line, industry and geographical region
 
and impairment allowance by product line, industry and geographical
 
region:
31 December 2022
Greece
Rest of Europe
Other Countries
Gross carrying/nominal amount
Gross carrying/nominal amount
Gross carrying/nominal amount
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Retail Lending
8,547
3,571
1,024
(807)
3,614
420
210
(197)
7
0
1
(1)
-Mortgage
4,978
2,677
463
(337)
1,848
147
81
(72)
6
0
1
(1)
-Consumer
835
177
126
(141)
1,191
180
88
(82)
1
0
0
(0)
-Credit card
543
51
36
(43)
98
19
6
(6)
0
0
0
(0)
-Small business
2,191
665
399
(286)
477
74
35
(38)
0
 
-
 
-
(0)
Wholesale Lending
10,579
1,001
804
(479)
9,676
572
207
(131)
3,169
8
12
(11)
-Commerce and services⁽²⁾
4,135
331
393
(242)
6,215
106
62
(47)
535
0
6
(6)
-Manufacturing
2,658
292
130
(96)
969
39
26
(16)
5
 
-
 
-
(0)
-Shipping
8
2
44
(44)
241
 
-
 
15
(16)
2,455
 
-
 
6
(5)
-Construction
1,279
51
57
(45)
616
62
17
(14)
65
8
-
(0)
-Tourism
962
308
176
(48)
228
118
44
(2)
 
-
 
 
-
 
-
 
-
 
-Energy
1,474
1
2
(3)
234
31
16
(8)
 
-
 
 
-
 
-
 
-
 
-Other
64
17
1
(0)
1,174
215
28
(28)
109
 
-
 
-
(0)
Public Sector
25
-
0
(0)
0
0
1
(1)
 
-
 
 
-
 
-
 
-
 
Total
19,151
4,572
1,829
(1,286)
13,291
992
418
(328)
3,176
9
13
(11)
Credit related
Commitments
 
7,352
175
48
(47)
2,489
114
4
(10)
288
0
0
(0)
-Loan commitments
5,493
109
2
(12)
1,654
70
2
(6)
281
0
0
(0)
-Financial guarantee
contracts and other
commitments
1,859
66
46
(35)
835
44
2
(4)
7
 
-
 
0
(0)
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
74
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31 December 2022 Consolidated Financial Statements
31 December 2021
Greece
Rest of Europe
Other Countries
Gross carrying/nominal amount
Gross carrying/nominal amount
Gross carrying/nominal amount
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
12-month ECL
 
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
12-month ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Impairment
allowance
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Retail Lending
8,873
3,433
1,092
(812)
3,103
357
232
(178)
8
0
1
(1)
-Mortgage
5,300
2,609
403
(257)
1,565
126
95
(68)
6
0
1
(1)
-Consumer
850
125
135
(138)
1,054
142
84
(66)
2
0
0
(0)
-Credit card
566
34
132
(132)
101
11
7
(5)
0
0
0
(0)
-Small business
2,158
665
423
(286)
383
79
46
(40)
0
0
-
(0)
Wholesale Lending
8,365
1,104
1,204
(744)
9,369
551
223
(124)
2,830
13
22
(12)
-Commerce and services⁽²⁾
3,159
516
606
(384)
6,373
109
72
(49)
727
 
-
 
9
(7)
-Manufacturing
2,520
247
178
(147)
772
46
28
(15)
0
 
-
 
-
 
-
 
-Shipping
6
3
50
(49)
224
 
-
 
19
(15)
1,931
3
13
(4)
-Construction
952
80
142
(92)
477
31
20
(16)
65
8
-
(0)
-Tourism
975
248
224
(62)
274
128
18
(2)
 
-
 
 
-
 
-
 
-
 
-Energy
682
3
0
(5)
177
23
20
(5)
 
-
 
 
-
 
-
 
-
 
-Other
70
6
3
(5)
1,072
215
46
(22)
107
2
-
(0)
Public Sector
30
2
1
(2)
1
0
1
(0)
 
-
 
 
-
 
-
 
-
 
Total
17,268
4,539
2,298
(1,557)
12,473
908
456
(302)
2,838
14
23
(12)
Credit related Commitments
4,125
271
46
(41)
2,073
120
5
(7)
199
2
0
(0)
-Loan commitments
3,085
168
2
(8)
1,591
94
3
(4)
196
2
0
(0)
-Financial guarantee
contracts and other
commitments
1,041
104
45
(33)
482
26
1
(2)
3
 
-
 
0
(0)
(1)
 
Includes POCI loans of € 8.3 million held by operations in Greece, € 34.3 million
 
held by operations in Rest of Europe and € 0.1 million held by operations in Other Countries (2021: € 44.1 million in
 
Rest of Europe).
(2)
 
The operations in Rest of Europe include € 4,901 million related to the notes of the Pillar, Cairo and Mexico securitizations (2021: € 5,106 million in Rest of Europe related to the notes of the Pillar, Cairo and Mexico securitizations).
As at 31 December 2022, the carrying
 
amount of Group's loans measured
 
at FVTPL of € 16 million (2021: €
 
23 million) was included in Wholesale
 
lending portfolio, which was
 
held by operations in Greece
(2021: € 20 million were held by operations in Greece and
 
€ 3.5 million were held by operations in Rest
 
of Europe).
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
75
|
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31 December 2022 Consolidated Financial Statements
(d) Forbearance practices on lending activities
Modifications
 
of
 
the
 
loans’
 
contractual
 
terms
 
may
 
arise
 
due
 
to
 
various
 
factors,
 
such
 
as
 
changes
 
in
 
market
 
conditions,
 
customer
retention and other factors as
 
well as due
 
to the potential
 
deterioration in the borrowers’ financial
 
condition. The Group
 
has employed
a range of forbearance
 
solutions in order to
 
enhance the management of
 
customer relationships
 
and the effectiveness
 
of collection
efforts, as well as to improve
 
the recoverability of cash flows
 
and minimize credit losses for both retail
 
and wholesale portfolios.
Forbearance practices’ classification
Forbearance practices
 
as monitored
 
and reported by
 
the Group, based
 
on the European
 
Banking Authority Implementing
 
Technical
Standards (EBA
 
ITS) guidelines,
 
occur only
 
in the
 
cases where
 
the contractual
 
payment terms
 
of a
 
loan have
 
been modified,
 
as the
borrower is considered unable to
 
comply with the existing loan’s
 
terms due to apparent financial difficulties, and
 
the Group grants a
concession by
 
providing more
 
favorable
 
terms and
 
conditions that
 
it would
 
not otherwise
 
consider had
 
the borrower
 
not been
 
in
financial difficulties.
All other
 
types of
 
modifications granted
 
by the
 
Group, where
 
there is
 
no apparent
 
financial difficulty
 
of the
 
borrower and
 
may be
driven by factors of a business nature
 
are not classified as forbearance measures.
Forbearance solutions
Forbearance solutions are granted following an assessment of the borrower’s ability and willingness to repay and can be of a short or
longer
 
term
 
nature.
 
The
 
objective
 
is to
 
assist
 
financially
 
stressed
 
borrowers
 
by rearranging
 
their
 
repayment
 
cash
 
outflows into
 
a
sustainable
 
modification,
 
and
 
at
 
the
 
same
 
time,
 
protect
 
the
 
Group
 
from
 
suffering
 
credit
 
losses.
 
The
 
Group
 
deploys
 
targeted
segmentation strategies
 
with the objective
 
to tailor different
 
short or long
 
term and sustainable
 
management solutions
 
to selected
groups of borrowers for
 
addressing their specific financial needs.
The nature and type of forbearance options
 
may include but is not necessarily limited to, one or more of the
 
following:
arrears capitalization;
arrears repayment plan;
reduced payment above interest
 
only;
interest-only payments;
reduced payment below interest
 
only;
grace period;
interest rate reduction;
loan term extensions;
 
split balance and gradual step-up of installment
 
payment plans;
partial debt forgiveness/write-down;
operational restructuring; and
debt to equity swaps.
Specifically
 
for
 
unsecured
 
consumer
 
loans
 
(including
 
credit
 
cards),
 
forbearance
 
programs
 
(e.g.
 
term
 
extensions),
 
are
 
applied
 
in
combination with debt consolidation whereby all existing consumer balances are pooled together.
 
Forbearance solutions are applied
in
 
order
 
to
 
ensure
 
a
 
sufficient
 
decrease
 
on
 
installment
 
and
 
a
 
viable
 
solution
 
for
 
the
 
borrower.
 
In
 
selected
 
cases,
 
the
 
debt
consolidations may be combined with mortgage prenotations
 
to convert unsecured lending exposures
 
to secured ones.
In the case of mortgage loans, a decrease of installment
 
may be achieved through
 
forbearance measures such as extended payment
periods, capitalization of arrears, split
 
balance and gradual step-up of installment payment
 
plans.
Wholesale exposures
 
are subject to
 
forbearance when
 
there are indications
 
of financial difficulties
 
of the borrower,
 
evidenced by a
combination of factors including the deterioration
 
of financials, credit rating downgrade, payment
 
delays and other.
During 2020 in response to the COVID-19 pandemic, the EBA published guidelines on payment moratoria
 
whereby the application of
a general payment
 
moratorium that meets
 
the requirements of the guidelines
 
would not in itself lead to a reclassification
 
under the
definition
 
of
 
forbearance.
 
However,
 
institutions
 
should
 
continue
 
to
 
categorize
 
the
 
exposures
 
as
 
performing
 
or non-performing
 
in
accordance with the
 
applicable requirements.
 
More precisely,
 
as a general
 
principle, before
 
granting a forbearance
 
measure, credit
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
76
|
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31 December 2022 Consolidated Financial Statements
institutions should
 
carry out
 
an individual
 
assessment of
 
the repayment
 
capacity of
 
the borrower
 
and grant
 
forbearance measures
tailored to the specific circumstances of the
 
borrower in question.
Based on this,
 
and following the
 
internal process of individual
 
assessments the Bank
 
flagged as forbearance
 
measures certain payment
moratoria for accounts
 
in the hotel sector,
 
which were considered to have increased
 
financial difficulties.
Debt for equity swaps
For
 
wholesale
 
portfolios,
 
the Group
 
on
 
occasion
 
participates
 
in
 
debt
 
for
 
equity
 
transactions
 
as
 
part
 
of
 
forbearance
 
measures,
 
as
described in note 2.2.9. In 2022, equity positions acquired by the Group
 
and held as of 31 December 2022 relate to the participation
of 3%
 
in Kalogirou
 
S.A. for
 
trade of
 
footwear,
 
apparel and
 
leather goods
 
for a
 
nil consideration.
 
Similarly in
 
2021, equity
 
positions
acquired by the Group and
 
held as of
 
31 December 2021
 
related to a) the participation of 100%
 
in Village Roadshow Operations Hellas
S.A. for € 1
 
million and b) the participation
 
of 29.48% in Intertech
 
S.A. – International Technologies
 
for a cash
 
consideration of €
 
1.9
million.
i.
Classification of Forborne loans
Forborne loans are classified either as non-impaired (stage
 
2), or impaired (stage 3) by assessing their delinquency and credit quality
status.
Credit impaired
 
forborne loans enter
 
initially a probation
 
period of one
 
year where
 
the borrowers’
 
payment performance
 
is closely
monitored. If at
 
the end of the abovementioned
 
period, the borrowers
 
have complied with
 
the terms of the
 
program and there
 
are
no past due amounts and concerns
 
regarding the loans’ full
 
repayment, the loans are
 
then reported as non-impaired forborne
 
loans
(stage 2).
 
In addition,
 
non-impaired forborne
 
loans, including those
 
that were
 
previously classified
 
as credit impaired
 
and complied
with the
 
terms of
 
the program,
 
are monitored
 
over a
 
period of
 
two years.
 
If,
 
at the
 
end of
 
that period,
 
the borrowers
 
have made
regular payments
 
of a
 
significant aggregate
 
amount, there
 
are no
 
past due
 
amounts over
 
30 days
 
and the
 
loans are
 
neither credit
impaired nor any other SICR criteria are met they
 
exit forborne status and are classified as stage
 
1.
Particularly,
 
the category
 
of
 
credit
 
impaired
 
forborne
 
loans includes
 
those that
 
(a) at
 
the date
 
when
 
forbearance
 
measures
 
were
granted, were
 
more than
 
90 days
 
past due
 
or assessed
 
as unlikely
 
to pay,
 
(b) at
 
the end
 
of the one
 
year probation
 
period met
 
the
criteria of entering the
 
non -impaired status and
 
during the two years monitoring
 
period new forbearance
 
measures were extended
or became more than 30 days past
 
due, and (c) were initially classified as non-
 
impaired and during the two years
 
monitoring period
met the criteria for entering the credit impaired
 
status.
Furthermore,
 
forborne
 
loans
 
that
 
fail
 
to
 
perform
 
under
 
the
 
new
 
modified
 
terms
 
and
 
are
 
subsequently
 
denounced
 
cease
 
to
 
be
monitored as
 
part of the
 
Group’s
 
forbearance activities
 
and are reported
 
as denounced credit
 
impaired loans (stage
 
3) consistently
with the Group’s management
 
and monitoring of all denounced loans.
ii.
Impairment assessment
Where forbearance
 
measures are extended,
 
the Group performs
 
an assessment of
 
the borrower’s
 
financial condition and
 
its ability
to repay,
 
under the
 
Group’s
 
impairment policies,
 
as described
 
in notes
 
2.2.13 and
 
5.2.1. Accordingly,
 
forborne loans
 
to wholesale
customers,
 
retail
 
individually
 
significant
 
exposures
 
and
 
financial
 
institutions
 
are
 
assessed
 
on
 
an
 
individual
 
basis.
 
Forborne
 
retail
lending
 
portfolios
 
are
 
generally
 
assessed
 
for
 
impairment
 
separately
 
from
 
other
 
retail
 
loan portfolios
 
on a
 
collective
 
basis as
 
they
consist of large homogenous portfolio.
iii.
Loan restructurings
In
 
cases
 
where
 
the
 
contractual
 
cash
 
flows
 
of
 
a
 
forborne
 
loan
 
have
 
been
 
substantially
 
modified,
 
the
 
original
 
forborne
 
loan
 
is
derecognized
 
and a
 
new loan
 
is recognized.
 
The Group
 
records
 
the modified
 
asset as
 
a ‘new’
 
financial asset
 
at fair
 
value and
 
the
difference with the carrying amount of the existing
 
one is recorded in the income statement
 
as derecognition gain or loss.
In cases where
 
the modification as
 
a result of
 
forbearance measures
 
is not considered
 
substantial, the Group
 
recalculates the
 
gross
carrying amount of
 
the loan and
 
recognizes the difference as a
 
modification gain or loss
 
in the income
 
statement. The Group continues
to monitor the modified forborne loan in
 
order to determine if the financial
 
asset exhibits significant increase in credit risk since
 
initial
recognition during the forbearance period.
As at 31 December 2022, the carrying amount of Group's forborne
 
loans measured at FVTPL was nil (2021: € 3.5 million).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
77
|
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31 December 2022 Consolidated Financial Statements
The following
 
tables present
 
an analysis
 
of Group’s
 
forborne activities
 
for loans
 
measured at
 
amortised cost.
 
In order
 
to align
 
with
the quantitative
 
information provided
 
in section (a) based
 
on revised IFRS
 
7 requirements,
 
the relevant
 
tables below are
 
presented
on a gross
 
carrying amount basis,
 
while cumulative
 
impairment allowance is
 
presented separately,
 
in line with
 
the Group’s
 
internal
credit risk monitoring and reporting.
The following table presents a summary of the types of the Group’s
 
forborne activities:
2022
2021
€ million
€ million
Forbearance measures:
Split balance
234
423
Loan term extension
1,044
1,468
Arrears capitalisation
137
183
Reduced payment below interest owed
71
112
Interest rate reduction
136
237
Reduced payment above interest owed
111
121
Arrears repayment plan
109
163
Interest only
35
33
Grace period
55
77
Debt/equity swaps
8
16
Partial debt forgiveness/Write-down
1
27
Operational restructuring
14
10
Other
54
75
Total gross carrying
 
amount
2,012
2,946
Less: cumulative impairment allowance
(401)
(465)
Total carrying amount
1,611
2,481
The following tables present a summary of the credit
 
quality of forborne loans and advances to customers:
31 December 2022
Total loans &
advances at
amortised
cost
Forborne
loans &
advances
% of Forborne
 
loans &
advances
€ million
€ million
Gross carrying amounts:
12-month ECL-Stage 1
35,618
 
-
 
 
-
 
Lifetime ECL-Stage 2
5,573
1,138
20.4
Lifetime ECL-Stage 3 and POCI
2,259
874
38.7
Total Gross Amount
43,450
2,012
4.6
Cumulative ECL Loss allowance:
 
-
 
 
-
 
12-month ECL-Stage 1
(149)
 
-
 
Lifetime ECL-Stage 2
(355)
(80)
Lifetime ECL-Stage 3 and POCI of which:
 
(1,121)
(321)
- Individually assessed
 
(441)
(165)
- Collectively assessed
 
(680)
(156)
Total carrying amount
41,824
1,611
3.9
Collateral received
28,434
1,527
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
78
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31 December 2022 Consolidated Financial Statements
31 December 2021
Total loans &
advances at
amortised cost
Forborne loans
& advances
% of Forborne
 
loans &
advances
€ million
€ million
Gross carrying amounts:
12-month ECL-Stage 1
32,578
 
-
 
 
-
 
Lifetime ECL-Stage 2
5,461
1,926
35.3
Lifetime ECL-Stage 3 and POCI
2,776
1,021
36.8
Total Gross
 
Amount
40,815
2,946
7.2
Cumulative ECL Loss allowance:
12-month ECL-Stage 1
(171)
 
-
 
Lifetime ECL-Stage 2
(311)
(103)
Lifetime ECL-Stage 3 and POCI of which:
 
(1,391)
(362)
- Individually assessed
 
(672)
(194)
- Collectively assessed
 
(718)
(168)
Total carrying amount
38,943
2,481
6.4
Collateral received
27,480
2,221
The following table presents the movement
 
of forborne loans and advances:
2022
2021
€ million
€ million
Gross carrying amount at 1 January
2,946
4,826
Forbearance measures in the year
299
481
Forborne loans derecognised/ reclassified as held
 
for sale during the year ⁽¹⁾
(56)
(1,128)
Write-offs of forborne loans
(22)
(33)
Repayment of loans
 
(233)
(260)
Loans & advances that exited forbearance status
 
⁽²⁾
(965)
(992)
Other
42
53
Less: cumulative impairment allowance
(401)
(465)
Carrying amount at 31 December
1,611
2,481
(1)
 
“Forborne loans
 
derecognised/ reclassified
 
as held
 
for sale
 
during the
 
year” presents
 
loans derecognized
 
during the
 
year due
 
to a)
 
securitization/ sale
transactions and b) substantial modifications of the loans’ contractual terms and those that have been reclassified as
 
held for sale during the year.
(2)
 
In 2022, an amount of € 88 million loans and advances that exited forbearance status refers to loans that were denounced (2021: € 48 million).
The following table presents the Group’s
 
exposure to forborne loans and advances by
 
product line:
2022
2021
€ million
€ million
Retail Lending
1,153
1,985
- Mortgage
751
1,358
- Consumer
106
123
- Credit card
16
47
- Small business
280
456
Wholesale Lending
859
961
-Large corporate
277
295
-SMEs
582
667
Total gross carrying
 
amount
2,012
2,946
Less: cumulative impairment allowance
(401)
(465)
Total carrying amount
1,611
2,481
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
79
|
Page
 
31 December 2022 Consolidated Financial Statements
The following table presents the Group’s
 
exposure to forborne loans and advances by
 
geographical region:
2022
2021
€ million
€ million
Greece
1,638
2,591
Rest of Europe
374
351
Other countries
0
5
Total gross carrying
 
amount
2,012
2,946
Less: cumulative impairment allowance
(401)
(465)
Total carrying amount
1,611
2,481
The
 
following
 
table
 
provides
 
information
 
on
 
modifications
 
due
 
to
 
forbearance
 
measures
 
on
 
lending
 
exposures
 
which
 
have
 
not
resulted
 
in
 
derecognition.
 
Such financial
 
assets
 
were
 
modified
 
while
 
they
 
had
 
a loss
 
allowance
 
measured
 
at
 
an
 
amount
 
equal
 
to
lifetime ECL.
2022
2021
Modified lending exposures
€ million
€ million
Loans modified during the year with loss allowance measured
 
at an amount equal to lifetime ECL
 
Gross carrying amount at 31 December
449
745
Modification gain / (loss)
2
18
Loans modified since initial recognition at a time when loss allowance was based on
lifetime ECL
Gross carrying amount at 31 December for which loss allowance has changed to 12-month
ECL measurement
370
614
In
 
the
 
year
 
ended
 
31
 
December
 
2022,
 
the
 
gross
 
carrying
 
amount
 
of
 
loans
 
previously
 
modified
 
for
 
which
 
the
 
loan
 
allowance
 
has
reverted to being measured at an amount
 
equal to lifetime ECL amounted to
 
€ 371 million (2021: € 504 million).
5.2.1.3 Debt Securities
The following
 
tables present
 
an analysis
 
of debt
 
securities by
 
external
 
credit rating
 
agency designation
 
at 31
 
December 2022
 
and
2021, based on Moody's ratings or their equivalent:
31 December 2022
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL-
Stage 3
Total
€ million
€ million
€ million
€ million
Debt securities at amortised cost
Aaa
2,617
-
-
2,617
Aa1 to Aa3
 
140
-
-
140
A1 to A3
133
-
-
133
Lower than A3
6,211
6
7
6,224
Unrated
74
-
26
100
Gross Carrying Amount
 
9,175
6
33
9,214
Impairment Allowance
(12)
(0)
(10)
(22)
Carrying Amount
 
9,163
6
23
9,192
Debt securities at FVOCI
Aaa
339
-
-
339
Aa1 to Aa3
 
212
-
-
212
A1 to A3
398
-
-
398
Lower than A3
2,605
121
-
2,726
Unrated
58
-
-
58
Carrying Amount
 
3,612
121
-
3,733
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
80
|
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31 December 2022 Consolidated Financial Statements
31 December 2021
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Total
€ million
€ million
€ million
Debt securities at amortised cost
Aaa
636
-
636
Aa1 to Aa3
 
108
-
108
Lower than A3
3,928
-
3,928
Gross Carrying Amount
 
4,672
-
4,672
Impairment Allowance
(6)
-
(6)
Carrying Amount
 
4,666
-
4,666
Debt securities at FVOCI
Aaa
591
-
591
Aa1 to Aa3
 
271
-
271
A1 to A3
567
-
567
Lower than A3
4,899
9
4,908
Unrated
128
-
128
Carrying Amount
 
6,456
9
6,465
31 December 2022
Debt securities
held for trading
Debt securities
measured at
FVTPL
€ million
€ million
Debt securities at FVTPL
Lower than A3
86
0
Unrated
1
-
Carrying Amount
 
87
0
31 December 2021
Debt securities
held for trading
Debt securities
measured at
FVTPL
€ million
€ million
Debt securities at FVTPL
Aa1 to Aa3
 
-
1
Lower than A3
69
0
Carrying Amount
 
69
1
The carrying amount of debt securities
 
rated lower than A3 includes: a) €
 
5,413 million related to Greek sovereign debt (2021:
 
€ 5,322
million), b) €
 
921 million related
 
to Eurozone
 
members sovereign
 
debt (2021: €
 
1,246 million), c)
 
€ 841 million
 
related to
 
sovereign
debt
 
issued
 
mainly
 
by
 
European
 
Union
 
members
 
and
 
candidate
 
members
 
(2021:
 
 
763
 
million)
 
of
 
which
 
€ 517
 
million
 
issued
 
by
countries of Group’s presence (Bulgaria and Serbia) (2021: € 460 million)
 
and d) € 1,846 million
 
corporate and banks’ securities (2021:
€ 1,568 million) of which € 958 million refer to Greek issuers (2021:
 
€ 726 million) and € 701 million to other European issuers (2021:
€ 689
 
million). The
 
carrying amount
 
of unrated
 
debt securities
 
of €
 
152 million
 
(2021: €
 
128 million)
 
comprise €
 
133 million
 
Greek
corporate bonds (2021: € 128 million) and € 19 million Russian corporate
 
bonds (see below).
Following the
 
significant worldwide
 
restrictions and
 
sanctions introduced
 
against Russia,
 
resulting in
 
significant uncertainty
 
on the
ability of the Russian debt issuers to repay their obligations on foreign
 
currency-denominated bonds, as of 31 March 2022 the Group
has classified its Russian debt exposures as credit impaired. Following the repayment of a Russian government bond of carrying value
 
12
 
million
 
in
 
April
 
2022,
 
the
 
carrying
 
value
 
of
 
the
 
said
 
debt
 
exposures
 
was
 
€ 19
 
million
 
as
 
at
 
31 December
 
2022,
 
including
 
an
impairment allowance of € 7 million.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
81
|
Page
 
31 December 2022 Consolidated Financial Statements
The following tables present the Group's exposure in debt securities, as categorized by stage, counterparty's geographical
 
region and
industry sector:
31 December 2022
Greece
Other European countries
Other countries
12-month
ECL-Stage 1
Lifetime ECL-
Stage 3
12-month
ECL-Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL-
Stage 3
12-month
ECL-Stage 1
Lifetime ECL-
Stage 2
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Debt securities at amortised cost
Sovereign
4,379
-
756
-
-
1,165
-
6,300
Banks
736
-
276
-
-
-
-
1,012
Corporate
241
7
989
3
26
633
3
1,902
Gross Carrying Amount
5,356
7
2,021
3
26
1,798
3
9,214
Impairment Allowance
(9)
(3)
(3)
(0)
(7)
(0)
(0)
(22)
Net Carrying Amount
 
5,347
4
2,018
3
19
1,798
3
9,192
Debt securities at FVOCI
Sovereign
976
-
1,046
94
-
451
-
2,567
Banks
12
-
209
7
-
-
-
228
Corporate
163
-
475
15
-
280
5
938
Carrying Amount
1,151
-
1,730
116
-
731
5
3,733
31 December 2021
Greece
Other European
countries
Other countries
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
12-month ECL-
Stage 1
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
Total
€ million
€ million
€ million
€ million
€ million
€ million
Debt securities at amortised cost
Sovereign
3,162
-
519
-
-
3,681
Banks
311
-
196
-
-
507
Corporate
-
-
299
185
-
484
Gross Carrying Amount
3,473
-
1,014
185
-
4,672
Impairment Allowance
(5)
-
(1)
(0)
-
(6)
Net Carrying Amount
 
3,468
-
1,013
185
-
4,666
 
Debt securities at FVOCI
Sovereign
2,149
-
1,859
615
-
4,623
Banks
166
-
311
-
-
477
Corporate
373
7
707
276
2
1,365
Carrying Amount
2,688
7
2,877
891
2
6,465
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
82
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2022
Greece
Other
 
European
countries
Other
countries
Total
€ million
€ million
€ million
€ million
Debt securities at FVTPL
Corporate
0
-
-
0
Carrying Amount
 
0
-
-
0
Debt securities held for trading
Sovereign
63
23
-
86
Corporate
1
-
-
1
Carrying Amount
 
64
23
-
87
31 December 2021
Greece
Other
 
European
countries
Other
countries
Total
€ million
€ million
€ million
€ million
Debt securities at FVTPL
Corporate
0
1
-
1
Carrying Amount
 
0
1
-
1
Debt securities held for trading
Sovereign
14
19
-
33
Corporate
-
23
13
36
Carrying Amount
 
14
42
13
69
5.2.1.4 Offsetting of financial assets and financial liabilities
Financial assets and
 
financial liabilities are
 
offset according
 
to IAS 32
 
‘Financial Instruments
 
and the net
 
amount is presented
 
in the
balance sheet when, there is a legally enforceable right
 
to set off the recognized amounts and there
 
is an intention to settle on a net
basis, or to realize the asset and settle the liability simultaneously (the offsetting criteria), as also set out in Group's accounting policy
2.2.4.
 
In 2022,
 
following the
 
change in
 
the volume
 
and market
 
terms of
 
the Group’s
 
positions in
 
CCP (Central
 
Counterparty) cleared
 
OTC
derivative financial instruments, there was a
 
significant increase in the
 
balances of the
 
related cash accounts used for variation margin
purposes reaching ca. € 1 bn liability, as at 31 December 2022 (2021: ca. € 0.2 billion asset). The Group
 
has assessed the terms of the
clearing agreements
 
for these
 
derivatives entered
 
into with
 
Clearing Members,
 
as at 31
 
December 2022. The
 
Group has
 
concluded
that the offsetting
 
criteria are met,
 
as at 31 December
 
2022, in respect
 
of the cash
 
accounts used for
 
variation margin purposes
 
for
such derivatives,
 
which are
 
also used
 
for the
 
settlement
 
of all
 
payments
 
thereunder,
 
and accordingly
 
derivative
 
assets of
 
€ 1,376
million and derivative liabilities of
 
€ 444 million (note
 
19) were offset against € 932 million
 
cash collateral received (note 32). Financial
instruments
 
that
 
meet
 
the
 
offsetting
 
criteria
 
include
 
also
 
the
 
eligible
 
repos
 
and
 
reverse
 
repos
 
under
 
global
 
master
 
repurchase
agreements (GMRAs).
Financial instruments under
 
master netting
 
arrangements and
 
similar agreements that
 
do not meet the
 
criteria for offsetting
 
in the
balance
 
sheet
 
include
 
derivatives
 
(bilateral
 
agreements)
 
as
 
well
 
as
 
repos
 
and
 
reverse
 
repos,
 
for
 
which
 
a)
 
the
 
right
 
of
 
set-off
 
is
enforceable
 
only
 
following
 
an
 
event
 
of
 
default,
 
insolvency
 
or
 
bankruptcy
 
of
 
the
 
Group
 
or
 
the
 
counterparties
 
or
 
following
 
other
predetermined events and/or b)
 
the Group and its counterparties may not intend to settle
 
on a net basis or to realize the assets and
settle the liabilities simultaneously.
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
83
|
Page
 
31 December 2022 Consolidated Financial Statements
The following tables
 
present financial assets
 
and financial liabilities that
 
meet the criteria for
 
offsetting and thus
 
are presented
 
on a
net
 
basis
 
in
 
the
 
balance
 
sheet,
 
as
 
well
 
as
 
amounts
 
that
 
are
 
subject
 
to
 
enforceable
 
master
 
netting
 
arrangements
 
and
 
similar
agreements for
 
which the offsetting
 
criteria mentioned above
 
are not satisfied.
 
In respect of
 
the latter,
 
the Group
 
may receive and
provide
 
collateral
 
in
 
the
 
form
 
of
 
marketable
 
securities
 
and
 
cash
 
that
 
are
 
included
 
in
 
the
 
tables
 
below
 
under
 
columns
 
‘financial
instruments’ and ‘cash collateral’.
31 December 2022
Related amounts not offset in the BS
Gross amounts
of recognised
financial assets
Gross amounts
of recognised
financial
liabilities offset
in the balance
sheet
Net amounts of
financial assets
presented in
the balance
sheet
Financial
instruments
(incl. non-cash
collateral)
Cash
collateral
received
Net
amount
€ million
€ million
€ million
€ million
€ million
€ million
Financial Assets
Reverse repos with banks
116
(114)
2
(2)
-
-
Derivative financial instruments
2,540
(1,376)
1,164
(685)
(232)
247
Other financial assets
9
(9)
-
-
-
-
Total
2,665
(1,499)
1,166
(687)
(232)
247
31 December 2022
Related amounts not offset in the BS
Gross amounts of
recognised
financial
liabilities
Gross amounts of
recognised
financial assets
offset in the
balance sheet
Net amounts
of financial
liabilities
presented in
the balance
sheet
Financial
instruments (incl.
non-cash
collateral)
Cash
collateral
pledged
Net
amount
€ million
€ million
€ million
€ million
€ million
€ million
Financial Liabilities
Derivative financial
 
instruments
2,043
(444)
1,599
(685)
(237)
677
Repurchase agreements with
banks
877
(114)
763
(763)
-
-
Other financial liabilities
9
(9)
-
-
-
-
Deposits from banks received
as collateral
1,226
(932)
294
(232)
-
62
Total
4,155
(1,499)
2,656
(1,680)
(237)
739
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
84
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2021
Related amounts not offset in the BS
Gross amounts
of recognised
financial assets
Gross amounts
of recognised
financial
liabilities offset
in the balance
sheet
Net amounts of
financial assets
presented in the
balance sheet
Financial
instruments
(incl. non-cash
collateral)
Cash
collateral
received
Net
amount
€ million
€ million
€ million
€ million
€ million
€ million
Financial Assets
Reverse repos with banks
622
(591)
31
(31)
-
-
Derivative financial instruments
1,942
-
1,942
(1,803)
(40)
99
Other financial assets
13
(13)
-
-
-
-
Total
2,577
(604)
1,973
(1,834)
(40)
99
31 December 2021
Related amounts not offset in the BS
Gross amounts of
recognised
financial liabilities
Gross amounts of
recognised
financial assets
offset in the
balance sheet
Net amounts
of financial
liabilities
presented in
the balance
sheet
Financial
instruments (incl.
non-cash
collateral)
Cash
collateral
pledged
Net
amount
€ million
€ million
€ million
€ million
€ million
€ million
Financial Liabilities
Derivative financial
 
instruments
2,386
-
2,386
(695)
(1,642)
49
Repurchase agreements with
banks
861
(591)
270
(270)
-
-
Other financial liabilities
13
(13)
-
-
-
-
Total
3,260
(604)
2,656
(965)
(1,642)
49
Derivative
 
financial assets
 
and liabilities
 
not under
 
master
 
netting arrangements
 
and similar
 
agreements
 
of carrying
 
value of
 
€ 21
million and € 62 million, respectively,
 
(2021: € 7 million and € 8 million, respectively) are not presented
 
in the above tables.
Financial assets and
 
financial liabilities are
 
disclosed in the above
 
tables at their
 
recognized amounts,
 
either at fair
 
value (derivative
assets and liabilities) or amortized cost (all other financial instruments),
 
depending on the type of financial instrument.
5.2.2
 
Market risk
The Group takes on exposure to market risk, which is the risk of potential financial loss due to an adverse change in market variables.
Changes
 
in
 
interest
 
rates,
 
foreign
 
exchange
 
rates,
 
credit
 
spreads,
 
equity
 
prices
 
and
 
other
 
relevant
 
factors,
 
such
 
as
 
the
 
implied
volatilities, can affect the Group’s
 
income or the fair value of its financial instruments. The market
 
risks, the Group is exposed to, are
monitored, controlled and estimated
 
by Group Market and Counterparty Risk
 
Sector (GMCRS).
GMCRS is respon
 
sible for
 
the measurement,
 
monitoring,
 
control and
 
reporting of
 
all market
 
risks, including
 
the interest
 
rate risk
 
in
the Banking Book (IRRBB) of the Group. The Sector reports to the GCRO
 
and its main responsibilities include:
Monitoring of all key market
 
& IRRBB risk indicators (VaR,
 
sensitivities, etc.)
Implementation of Stress Testing
 
methodologies for market risk and IRRBB
 
(historical and hypothetical),
Monitoring and reporting of market and IRRBB risk limits utilization.
Development, maintenance and expansion of risk management
 
infrastructure.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
85
|
Page
 
31 December 2022 Consolidated Financial Statements
The market risks the Group is exposed
 
to, are the following:
(a) Interest rate risk
The Group takes
 
on exposure to
 
the effects of
 
fluctuations in the
 
prevailing levels
 
of market interest
 
rates on its
 
cash flows and
 
the
fair
 
value
 
of
 
its financial
 
positions.
 
Cash flow
 
interest
 
rate
 
risk is
 
the risk
 
that
 
the future
 
cash flows
 
of
 
a financial
 
instrument
 
will
fluctuate because of
 
changes in market
 
interest rates.
 
Fair value interest
 
rate risk
 
is the risk that
 
the value of
 
a financial instrument
will fluctuate because of changes in market interest
 
rates. Fair value interest
 
rate risk is further split into ‘General’ and ‘Specific’.
 
The
former refers
 
to changes in the fair valuation
 
of positions due to the movements
 
of benchmark interest rates,
 
while the latter refers
to changes in the fair valuation of positions due to the
 
movements of specific issuer yields and credit spreads.
(b) Currency risk
The Group takes
 
on exposure to the
 
effects of fluctuations
 
in the prevailing foreign
 
currency exchange rates
 
on its financial position
and cash flows.
(c) Equity risk
Equity price risk is the risk
 
of the decrease of fair values as
 
a result of changes in the
 
levels of equity indices and the
 
value of individual
stocks. The equity risk that the Group undertakes
 
arises mainly from the investment portfolio.
(d) Implied volatilities
The Group carries limited implied volatility (vega)
 
risk, mainly as a result of open positions on options.
The Board’s Risk Committee
 
sets limits on the level of exposure to market
 
risks, which are monitored on a daily basis.
Market
 
risk
 
in
 
Greece
 
and
 
International
 
Subsidiaries
 
is
 
managed
 
and
 
monitored
 
mainly
 
using
 
Value
 
at
 
Risk
 
(VaR)
 
methodology.
Sensitivity and stress test analysis is additionally performed.
(i) VaR
 
summary for 2022 and 2021
VaR is a
 
methodology used in measuring financial risk
 
by estimating the potential
 
negative change in the
 
market value of
 
a portfolio
at a
 
given confidence
 
level and
 
over a
 
specified time
 
horizon. The
 
VaR
 
that the
 
Group measures
 
is an
 
estimate based
 
upon a
 
99%
confidence level and a holding period of 1 day and the methodology used for the calculation is Monte Carlo simulation (full
 
re-pricing
of the positions is performed).
The VaR
 
models are designed
 
to measure
 
market risk
 
in a normal
 
market environment.
 
It is assumed
 
that any
 
changes occurring
 
in
the risk factors affecting the
 
normal market environment
 
will follow a normal distribution.
Although VaR
 
is an
 
important tool
 
for measuring
 
market risk,
 
the assumptions
 
on which
 
the model
 
is based
 
do give
 
rise to
 
certain
limitations. Given this, actual outcomes are
 
monitored regularly,
 
via back testing process, to test
 
the validity of the assumptions and
the parameters used in the VaR
 
calculation.
The perimeter of the VaR
 
analysis includes Eurobank
 
Ergasias Services and Holdings
 
S.A., Eurobank S.A. and its
 
banking subsidiaries,
taking into account the FVTPL, including trading
 
and FVOCI portfolios. Consequently,
 
the potential impact as it is depicted in the VaR
figures would directly affect Group’s
 
Capital (income statement or equity).
Since VaR
 
constitutes an
 
integral part
 
of the Group's
 
market risk
 
control regime,
 
VaR limits
 
have been
 
established for
 
all the above
operations
 
(trading
 
and
 
investment
 
portfolios
 
measured
 
at
 
fair
 
value)
 
and
 
actual
 
exposure
 
is
 
reviewed
 
daily
 
by
 
management.
However,
 
the use of this approach does not prevent losses outside of these limits in the event
 
of extraordinary market
 
movements.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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VaR by risk type - Greece and International
 
Subsidiaries
(1)
.
2022
(Average)
2022
2021
(Average)
2021
€ million
€ million
€ million
€ million
Interest Rate Risk
22
9
14
14
Foreign Exchange Risk
0
0
1
1
Equities Risk
2
4
0
0
Total VaR
23
11
14
14
(1
)
 
Includes all portfolios measured at fair value.
 
The aggregate VaR of the interest
 
rate, foreign exchange and equities VaR
 
benefits from diversification effects. The largest
 
portion of
the Group’s Interest rate VaR
 
figures is attributable to the risk associated with interest rate and credit spread sensitive debt
 
securities
and derivatives. The average VaR of 2022 is materially increased, as compared to the average VaR of 2021, due to
 
geopolitical tension
(i.e. war in Ukraine) and the relevant extreme volatility observed in the markets
 
(especially between March and May), along with the
market perception regarding Central Banks’ monetary policy in the following years. Equity Risk Var is also increased due to the Bank’s
investment in Hellenic Bank which is in line with the Group’s
 
strategy to further strengthen
 
its presence in its core markets.
(ii) Interest rate gap and sensitivity
The following
 
table provides
 
the interest
 
rate repricing
 
gap of
 
the Group,
 
which analyses
 
the structure
 
of interest
 
rate mismatches
within the balance sheet. The Group’s
 
financial assets/liabilities are included at their notional/outstanding
 
amounts and categorized
based on either (i) the next contractual repricing date if floating rate
 
or (ii) the maturity/call date (whichever is first) if fixed rate.
 
The
below analysis provides an approximation of the interest rate risk exposure since transactions with different
 
duration are aggregated
together per time bucket. The interest
 
rate gap analysis is prepared
 
from 31 December 2022 onwards.
 
.
31 December 2022
less than 1
month
1-3 months
3-12 months
1-5
 
years
More than 5
years
€ million
€ million
€ million
€ million
€ million
Balances with central banks
14,481
-
-
-
-
Due to credit institutions
1,012
64
27
-
-
Debt securities⁽¹⁾
390
215
371
5,513
5,797
Loans and advances to customers
18,658
10,244
8,034
2,536
2,538
34,541
10,523
8,432
8,049
8,335
Due to central banks
(8,872)
-
-
-
-
Due to credit institutions
(575)
(968)
(299)
(1)
(14)
Due to customers
(48,934)
(3,754)
(3,991)
(336)
(2)
Debt securities in issue
(2)
-
(5)
(1,916)
(1,700)
(58,383)
(4,721)
(4,295)
(2,253)
(1,716)
Derivative financial instruments
4,844
(155)
(471)
69
(4,360)
Interest rate gap
(18,998)
5,647
3,666
5,865
2,259
(1)
 
Including short positions in debt securities (note 35).
 
The Group performs a sensitivity analysis to assess
 
the impact on net interest
 
income (NII) and on other
 
comprehensive income (OCI),
to a hypothetical change in the market
 
interest rates.
.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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31 December 2022 Consolidated Financial Statements
The impact
 
on NII is
 
calculated under
 
the scenario of
 
an instantaneous
 
parallel shift
 
of all interest
 
rates by
 
+/- 100bps,
 
for a 1-year
period, assuming a static balance sheet approach. As at 31 December 2022 the impact on NII, under the scenario of a parallel shift
 
in
the yield curves, stands at € 232 million (+100bps) and €-279 million (-100bps).
The
 
impact on
 
OCI is
 
calculated
 
as the
 
fair
 
value
 
movement
 
of
 
all financial
 
assets measured
 
at
 
FVOCI,
 
net of
 
hedging
 
and of
 
any
hedging instruments
 
designated in
 
qualifying cash flow
 
hedge relationships.
 
As at 31
 
December 2022 the
 
impact on OCI,
 
under the
scenario of a parallel shift in the yield curves, stands at €-49 million (+100bps) and
 
€ 51 million (-100bps).
.
(iii) Foreign exchange risk
The following tables present the Group’s
 
exposure to foreign currency
 
exchange risk as at 31 December 2022 and 2021:
31 December 2022
USD
CHF
RON
RSD
BGN
OTHER
EUR
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
ASSETS
Cash and balances with
central banks
 
29
 
4
 
0
 
375
 
472
 
9
 
14,105
 
14,994
Due from credit
institutions
 
330
 
20
 
33
 
0
 
0
 
63
 
883
 
1,329
Securities held for trading
 
0
 
-
 
-
 
-
 
18
 
0
 
116
 
134
Derivative financial
instruments
 
23
 
0
 
0
 
0
 
0
 
0
 
1,162
 
1,185
Loans and advances to
customers
 
3,068
 
1,999
 
8
 
616
 
3,975
 
555
 
31,456
 
41,677
Investment securities
 
1,743
 
-
 
-
 
99
 
81
 
264
 
11,074
 
13,261
Other assets⁽¹⁾
 
16
 
75
 
5
 
99
 
213
 
6
 
8,382
 
8,796
Assets of disposal groups
classified as held for sale
(note
 
30)
 
-
 
-
 
-
 
-
 
-
 
-
 
84
 
84
Total Assets
 
5,209
 
2,098
 
46
 
1,189
 
4,759
 
897
 
67,262
 
81,460
LIABILITIES
Due to central banks and
credit institutions
 
200
 
0
 
0
 
45
 
8
 
9
 
10,326
 
10,588
Derivative financial
instruments
 
21
 
1
 
0
 
129
 
0
 
1
 
1,509
 
1,661
Due to customers
 
 
5,929
 
95
 
1
 
666
 
4,313
 
604
 
45,631
 
57,239
Debt securities in issue
 
73
 
73
 
-
 
-
 
-
 
5
 
3,401
 
3,552
Other liabilities
 
25
 
1
 
18
 
20
 
51
 
3
 
1,583
 
1,701
Liabilities of disposal
group classified as held for
sale (note
 
30)
 
-
 
-
 
-
 
-
 
-
 
-
 
1
 
1
Total Liabilities
 
6,248
 
170
 
19
 
860
 
4,372
 
622
 
62,451
 
74,742
Net on balance sheet
position
 
(1,039)
 
1,928
 
27
 
329
 
387
 
275
 
4,811
 
6,718
Derivative forward
foreign exchange position
 
778
 
(1,927)
 
(15)
 
(54)
 
(0)
 
(281)
 
819
 
(680)
Total Foreign
 
Exchange
Position
 
(261)
 
1
 
12
 
275
 
387
 
(6)
 
5,630
 
6,038
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
88
|
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31 December 2022 Consolidated Financial Statements
31 December 2021
USD
CHF
RON
RSD
BGN
OTHER
EUR
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
ASSETS
Cash and balances with
central banks
 
13
 
5
 
0
 
237
 
686
 
8
 
12,565
 
13,515
Due from credit
institutions
 
211
 
88
 
41
 
0
 
0
 
103
 
2,067
 
2,510
Securities held for trading
 
3
-
 
-
 
-
 
 
20
 
0
 
97
 
119
Derivative financial
instruments
 
39
 
1
-
 
 
0
 
0
 
0
 
1,908
 
1,949
Loans and advances to
customers
 
2,832
 
2,124
 
11
 
640
 
3,276
 
469
 
29,615
 
38,967
Investment securities
 
909
-
 
 
0
 
120
 
56
 
102
 
10,129
 
11,316
Other
 
assets ⁽¹⁾
 
23
 
1
 
8
 
103
 
179
 
2
 
9,015
 
9,330
Assets of disposal groups
classified as held for sale
(note 30)
-
 
-
 
-
 
-
 
-
 
-
 
 
146
 
146
Total Assets
 
4,029
 
2,219
 
59
 
1,100
 
4,218
 
684
 
65,543
 
77,852
LIABILITIES
Due to central banks and
credit institutions
 
27
 
1
 
0
 
26
 
11
 
16
 
12,556
 
12,636
Derivative financial
instruments
 
42
 
0
 
0
 
182
 
0
 
1
 
2,170
 
2,394
Due to customers
 
 
5,373
 
131
 
0
 
538
 
3,906
 
569
 
42,651
 
53,168
Debt securities in issue
 
38
-
 
-
 
-
 
-
 
-
 
 
2,514
 
2,552
Other
 
liabilities
 
35
 
1
 
19
 
18
 
55
 
5
 
1,225
 
1,358
Liabilities of disposal
group classified as held for
sale (note 30)
-
 
-
 
-
 
-
 
-
 
-
 
 
109
 
109
Total Liabilities
 
5,515
 
133
 
19
 
764
 
3,972
 
590
 
61,224
 
72,217
Net on balance sheet
position
 
(1,485)
 
2,086
 
40
 
336
 
246
 
94
 
4,319
 
5,635
Derivative forward foreign
exchange position
 
1,280
 
(2,084)
 
(24)
 
(53)
 
20
 
(95)
 
(60)
 
(1,015)
Total Foreign
 
Exchange
Position
 
(205)
 
2
 
16
 
283
 
266
 
(1)
 
4,259
 
4,620
(1)
Other assets include Investments in associates and joint ventures, Property and equipment, Investment
 
property, Intangible assets, Deferred tax
 
assets and
Other assets.
5.2.3
 
Liquidity risk
The Group
 
is exposed
 
to daily
 
calls on
 
its available
 
cash resources
 
due to
 
deposits withdrawals,
 
maturity of
 
medium or
 
long-term
notes,
 
maturity of
 
secured
 
or unsecured
 
funding (interbank
 
repos and
 
money
 
market
 
takings), loan
 
drawdowns
 
and forfeiture
 
of
guarantees. Furthermore, margin calls on secured funding transactions (with ECB and the market), on risk mitigation contracts (CSAs,
GMRAs) and on
 
centrally cleared transactions
 
(CCPs) result in
 
liquidity exposure. The
 
Group maintains
 
cash resources to
 
meet all of
these needs. The Board Risk Committee sets liquidity limits to ensure
 
that sufficient funds are available to
 
meet such contingencies.
Past experience
 
shows that
 
liquidity requirements
 
to support
 
calls under
 
guarantees and
 
standby letters
 
of credit
 
are considerably
less than the amount
 
of the commitment. This is
 
also the case with credit
 
commitments where the outstanding
 
contractual amount
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
89
|
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31 December 2022 Consolidated Financial Statements
to extend
 
credit does
 
not necessarily
 
represent
 
future cash
 
requirements,
 
as many
 
of these
 
commitments will
 
expire or
 
terminate
without being funded.
The
 
matching
 
and
 
controlled
 
mismatching
 
of
 
the
 
maturities
 
and
 
interest
 
rates
 
of
 
assets
 
and
 
liabilities
 
is
 
fundamental
 
to
 
the
management of the
 
Group. It is
 
unusual for banks
 
to be completely
 
matched, as transacted
 
business is often
 
of uncertain term
 
and
of different types. An unmatched
 
position potentially enhances profitability,
 
but also increases the risk of losses.
The maturities of assets and liabilities and the ability to
 
replace, at an acceptable cost, interest
 
bearing liabilities as they mature, are
important factors in assessing the liquidity of the
 
Group.
Liquidity Risk Management Framework
The Group’s Liquidity Risk Policy
 
defines the following supervisory and control structure:
-
 
Board Risk
 
Committee's role
 
is to
 
approve
 
all strategic
 
liquidity risk
 
management decisions
 
and to
 
monitor the
 
quantitative and
qualitative aspects of liquidity risk;
-
 
Group Assets and Liabilities Committee has
 
the mandate to form and implement
 
the liquidity policies and
 
guidelines in conformity
with Group's risk appetite, and to review at
 
least monthly the overall liquidity position of the Group;
-
 
Group Treasury is responsible for the implementation of the Group's liquidity strategy,
 
taking into account the latest funding plan
and for the daily management of the Group’s
 
liquidity;
-
 
Group Market
 
and Counterparty Risk Sector
 
is responsible for
 
measuring, controlling, monitoring
 
and reporting the
 
liquidity risk
of the Group.
The main items related to liquidity risk that are
 
monitored on a periodic basis are summarized as follows:
The analysis of liquidity buffer held on Group level
 
per asset type and per subsidiary;
The Liquidity Coverage Ratio (LCR) both in solo
 
and group level;
The Net Stable Funding Ratio (NSFR) both in solo and group level;
Liquidity stress
 
test scenarios.
 
These scenarios
 
evaluate the
 
impact of
 
a number
 
of stress
 
events on
 
the Group's
 
liquidity
position;
Market sensitivities affecting liquidity;
The Additional Liquidity Monitoring Metrics (ALMM) both in solo and group level;
The Asset Encumbrance (AE) both in solo and group level;
Monitoring and implementation of the funding plan.
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
90
|
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31 December 2022 Consolidated Financial Statements
Maturity analysis of assets and assets held for managing liquidity risk
The following
 
tables present
 
maturity analysis
 
of Group
 
assets as
 
at 31
 
December 2022
 
and 2021,
 
based on
 
their carrying
 
values.
Loans without
 
contractual
 
maturities
 
are
 
presented
 
in the
 
‘less than
 
1 month’
 
time bucket.
 
The Group
 
has established
 
credit
 
risk
mitigation contracts with its interbank counterparties (ISDA/CSA). Under these contracts the Group has posted or received collateral,
which covers the corresponding net liabilities or net assets from derivative transactions.
 
The collateral posted is not presented in the
below tables. For derivative
 
assets not covered by ISDA/CSA
 
agreements the positive valuation
 
is presented at fair
 
value in the ‘over
1 year’ time bucket.
31 December 2022
Less than 1
month
1 - 3
months
3 months
to 1 year
Over 1
year
Total
€ million
€ million
€ million
€ million
€ million
- Cash and balances with central banks
14,994
-
-
-
14,994
- Due from credit institutions
398
28
-
167
593
- Loans and advances to customers
3,164
1,271
3,549
33,693
41,677
- Debt Securities
115
137
349
12,411
13,012
- Equity securities
-
-
-
383
383
- Derivative financial instruments
-
-
-
9
9
- Other assets⁽¹⁾
62
16
8
8,710
8,796
- Assets of disposal groups classified as held for sale (note 30)
-
-
84
-
84
Total
18,733
1,452
3,990
55,373
79,548
31 December 2021
Less than 1
month
1 - 3
months
3 months
to 1 year
Over 1
year
Total
€ million
€ million
€ million
€ million
€ million
- Cash and balances with central banks
13,515
-
-
-
13,515
- Due from credit institutions
484
-
-
140
624
- Loans and advances to customers
2,857
799
3,680
31,631
38,967
- Debt Securities
 
309
179
789
9,924
11,201
- Equity securities
 
-
-
-
234
234
- Derivative financial instruments
-
-
-
104
104
- Other assets⁽¹⁾
66
17
9
9,238
9,330
- Assets of disposal groups classified as held for sale
-
6
140
-
146
Total
17,231
1,001
4,618
51,271
74,121
(1)
 
Other assets include Investments in associates and joint ventures, Property and equipment, Investment property,
 
Intangible assets, Deferred tax assets and
Other assets.
The
 
Group
 
holds
 
a
 
diversified
 
portfolio
 
of
 
cash
 
and
 
highly
 
liquid
 
assets
 
to
 
support
 
payment
 
obligations
 
and
 
contingent
 
deposit
withdrawals in a stressed market
 
environment. The Group's assets held for
 
managing liquidity risk comprise:
(a) Cash and balances with central banks;
(b) Eligible bonds and other financial assets for collateral
 
purposes; and
(c) Current accounts with banks and interbank
 
placings maturing within one month.
The unutilized assets, containing highly liquid and central banks eligible assets, provide
 
a contingent liquidity reserve of € 20.1 billion
as at
 
31 December
 
2022 (2021:
 
€ 16.9
 
billion). This
 
increase is
 
attributed
 
mainly to:
 
i) a
 
large inflow
 
of customer
 
deposits (annual
increase by € 4 billion)
 
and ii) new own debt issuances
 
(annual increase by € 1.1 billion).
 
In addition, the Group holds other
 
types of
liquid assets, as defined by the regulator,
 
amounting to € 7.5 billion (cash value) (2021: € 7.5 billion). It should be noted that a part of
the ECB available
 
collateral of €
 
3.8 billion (cash value)
 
(2021: € 1.3 billion) is held
 
by Group’s
 
subsidiaries for which
 
temporary local
regulatory restrictions are applied and currently
 
limit the level of its transferability between
 
group entities.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
91
|
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31 December 2022 Consolidated Financial Statements
Maturity analysis of liabilities
The amounts disclosed
 
in the
 
tables below are
 
the contractual undiscounted cash
 
flows for the
 
years 2022 and
 
2021. Liabilities without
contractual
 
maturities (sight
 
and saving
 
deposits) are
 
presented in
 
the ‘less
 
than 1 month’
 
time bucket.
 
The Group
 
has established
credit risk
 
mitigation
 
contracts with
 
its interbank
 
counterparties (ISDA/CSA).
 
Due to
 
these contracts
 
the Group
 
has already
 
posted
collateral which covers the valuation
 
of its net liabilities from interbank derivatives. For derivative liabilities not covered
 
by ISDA/CSA
agreements the negative valuation
 
is presented at fair value in the ‘less than
 
1 month’ time bucket.
It should be noted that this table represents the worst case scenario since it is based on the assumption that all liabilities will be paid
at maturity and they will
 
not be rolled over
 
(e.g. all term
 
deposits are withdrawn at their contractual maturity).
 
The recent experience
shows that even in a period of a systemic
 
financial crisis the likelihood of such an event is remote.
31 December 2022
Gross nominal
 
Less than
1 - 3
3 months
Over
(inflow)/
 
1 month
months
 
to 1 year
1 year
outflow
€ million
€ million
€ million
€ million
€ million
Non-derivative liabilities:
- Due to central banks and credit institutions
996
812
4,815
4,379
11,002
- Due to customers
49,755
3,220
4,038
250
57,263
- Debt securities in issue
37
7
141
4,395
4,580
- Lease liabilities
 
3
6
28
192
229
- Other liabilities
863
416
217
-
1,496
- Liabilities of disposal group classified as held for sale (note 30)
-
-
1
-
1
51,654
4,461
9,240
9,216
74,571
Derivative financial instruments
25
-
-
-
25
Off-balance sheet items
Less than
Over
1 year
1 year
€ million
€ million
Credit related commitments
4,898
5,573
Contractual commitments⁽¹⁾
46
-
Total
4,944
5,573
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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|
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31 December 2022 Consolidated Financial Statements
31 December 2021
Gross nominal
 
Less than
1 - 3
3 months
Over
(inflow)/
 
1 month
months
 
to 1 year
1 year
outflow
€ million
€ million
€ million
€ million
€ million
Non-derivative liabilities:
- Due to central banks and credit institutions
442
23
2,756
9,301
12,522
- Due to customers
44,934
3,661
4,386
195
53,176
- Debt securities in issue
31
1
60
2,737
2,829
- Lease liabilities
 
3
6
27
221
257
- Other liabilities
416
456
239
-
1,111
- Liabilities of disposal group classified as held for sale
-
-
109
-
109
45,826
4,147
7,577
12,454
70,004
Derivative financial instruments
16
-
-
-
16
Off-balance sheet items
Less than
Over
1 year
1 year
€ million
€ million
Credit related commitments
1,757
5,084
Contractual commitments⁽¹⁾
43
-
Total
1,800
5,084
(1)
 
It refers to contractual commitments for the purchase of own used and investment property and intangible assets (note 42).
5.2.4
 
Interest Rate Benchmark reform – IBOR reform
During 2022, the Group’s
 
IBOR transition program
 
managed successfully the transition
 
of IBOR rates that
 
ceased after 31 December
2021 (CHF, GBP,
 
JPY,
 
1W and 2M USD and EUR Libor) to the new risk-free rates
 
(RFRs).
In particular,
 
the Group’s
 
financial instruments, referencing
 
the abovementioned
 
IBOR rates,
 
have transitioned
 
to the new
 
RFRs on
their first
 
repricing date
 
within 2022
 
for
 
loan and
 
deposit contracts
 
and through
 
the activation
 
of fallback
 
clauses for
 
derivatives.
Currently,
 
the
 
Group
 
focuses
 
on
 
the
 
exposures
 
referencing
 
the
 
remaining
 
USD
 
LIBOR
 
tenors
 
ahead
 
of
 
30
 
June
 
2023
 
scheduled
cessation date.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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As at 31
 
December 2022, the
 
Group’s
 
exposures
 
subject to transition
 
to the new
 
RFRs that mature
 
after the IBORs’
 
cessation dates
specified above are presented in the below table
 
:
.
31 December 2022
Benchmark rates
Impacted by IBOR
reform
USD
 
LIBOR ⁽⁴⁾
€ million
Non-derivative financial assets ⁽¹⁾
Loans & Advances to customers
1,943
1,943
Non-derivative financial liabilities ⁽²⁾
Due to customers
29
29
Derivative financial instruments ⁽³⁾
Derivatives designated in hedges
 
309
Trading derivatives
 
1,892
2,201
(1)
 
Balances provided are the gross carrying amounts (excl. ECL).
(2)
 
Balances
 
provided are at amortized cost
(3)
 
Balances provided are the notional amounts.
(4)
Excluding exposures to USD LIBORs that have a contractual maturity date before their planned cessation date.
5.2.5 Climate-related risk
The
 
Group
 
has
 
recognized
 
climate
 
change
 
as
 
a
 
material
 
risk
 
and
 
based
 
on
 
supervisory
 
guidelines,
 
is
 
adapting
 
its
 
policies
 
and
methodologies for identifying and monitoring the relevant
 
risks.
Specifically,
 
climate risk
 
is the
 
risk deriving
 
from potential
 
loss or
 
negative
 
impact to
 
the Group,
 
including loss/damage
 
to physical
assets, disruption of business or system failures,
 
from the adverse effects of climate
 
change and natural disasters.
Climate-related and environmental
 
risks are commonly understood to include the
 
following risks:
-
Physical risk,
 
which refers
 
to the financial
 
impact of
 
a changing climate,
 
including more
 
frequent extreme
 
weather events
and gradual changes in climate, as well as of environmental degradation, such as air,
 
water and land pollution, water stress,
biodiversity loss and deforestation.
 
-
Transition
 
risk,
 
which
 
refers
 
to
 
an
 
institution’s
 
financial
 
loss
 
that
 
can
 
result,
 
directly
 
or
 
indirectly,
 
from
 
the
 
process
 
of
adjustment towards a lower-
 
carbon and more environmentally sustainable
 
economy.
 
The Group is adopting a strategic approach towards
 
sustainability,
 
climate change risk identification and risk management, signifying
the great
 
importance that
 
is given
 
in the
 
risks
 
and opportunities
 
arising from
 
the transitioning
 
to
 
a low-carbon
 
and more
 
circular
economy. In
 
this context, the Bank is in the process of finalizing its Financed Impact Strategy,
 
which will focus on:
Clients’ engagement and awareness
 
to adapt their business so as to address climate change challenges
Actions for supporting customers in their transition
 
efforts towards a more ESG-friendly
 
economic environment
Enablers and tools such as frameworks and
 
products to underpin Sustainable Financing
The risk assessment of climate-related material
 
exposures
In line with good practices identified by the ECB, the Financed Impact Strategy
 
of the Bank will focus on sustainable financing targets
/ commitments. In particular,
 
the Bank identified total portfolio and sectoral targets
 
with regards to financing the green transition of
its clients. To facilitate
 
the classification of sustainable/green financing opportunities in a structural
 
manner, the Bank has developed
its Sustainable
 
Finance Framework
 
(SFF). Through
 
its SFF,
 
the Bank classifies
 
sustainable lending
 
solutions offered
 
to its customers,
specifying the applied classification approach
 
and the activities defined as eligible to
 
access sustainable financing (eligible green
 
and
social assets). Similar initiatives for the establishment
 
of SFF framework is under way in the subsidiaries.
 
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
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Furthermore, the Group has updated its governance structure by introducing and defining the roles and responsibilities in relation to
climate related & environmental
 
(CR&E) risks, embedding regulatory guidelines and market
 
practices.
The CR&E
 
Risk Governance
 
involves various
 
key stakeholders
 
(i.e. Business
 
functions, Units,
 
and Committees).
 
The Group
 
applies a
model of defined roles and responsibilities regarding
 
the management of CR&E risks across the 3 Lines of Defense.
The
 
Group
 
Climate
 
Risk
 
Division
 
(GCRD)
 
has
 
the
 
overall
 
responsibility
 
for
 
overseeing,
 
monitoring,
 
and
 
managing
 
CR&E
 
risks.
Specifically,
the GCRD
 
operates as Project
 
office responsible for
 
the implementation of the
 
Climate related and
 
Environmental risks
roadmap,
 
with
 
a
 
coordinating
 
and
 
supervisory
 
role
 
on
 
all
 
related
 
project
 
streams
 
to
 
ensure
 
alignment
 
with
 
the
 
Bank’s
 
business
strategy
 
and
 
the
 
regulatory
 
authorities’
 
expectations.
 
In
 
this
 
context,
 
GCRD
 
ensures
 
the
 
implementation
 
of
 
environmental
 
and
sustainability initiatives
 
(frameworks, policies,
 
procedures and
 
products) and compliance
 
with existing and
 
upcoming sustainability-
related regulations,
 
under an ongoing
 
bank-wide program,
 
in alignment with the
 
supervisory agreed roadmap,
 
which is accelerated
where
 
possible. Also,
 
GCRD is
 
responsible
 
for
 
the co-ordination
 
with Business
 
and Risk
 
Units, the
 
preparation
 
and submission
 
for
approval
 
of
 
the
 
Financed
 
Impact
 
Strategy,
 
as
 
well
 
as
 
monitors
 
its
 
implementation.
 
Furthermore,
 
the
 
GCRD
 
leads
 
the
 
2nd
 
Line of
Defense
 
independent
 
sustainable
 
lending
 
re-assessment
 
process.
 
Specifically,
 
in
 
the
 
context
 
of
 
implementing
 
the
 
approved
Sustainable
 
Finance
 
Framework
 
(SFF),
 
the
 
Division
 
is
 
responsible
 
to
 
assess
 
the
 
sustainability
 
features
 
of
 
new
 
loans
 
and products
according to the criteria set within the SFF.
Climate risk stress test
The Group participated in the European Central Bank’s (ECB) supervisory climate risk stress test, which was conducted in the first half
of 2022. The
 
2022 climate risk
 
stress test assessed how
 
well banks are
 
set up to
 
deal with climate-related risks.
 
A total of
 
104 significant
banks participated in the test consisting
 
of three modules, in
 
which banks provided information on their:
 
(i) own climate stress-testing
capabilities, (ii) reliance on carbon-emitting sectors,
 
and (iii) performance under different scenarios over
 
several time horizons.
The test, which was part of the ECB’s wider climate roadmap, was not a capital adequacy exercise but rather a learning one for banks
and supervisors alike, aiming at identifying vulnerabilities and best
 
practices and providing guidance to banks for the green transition.
In this context, the Group has successfully completed
 
the 2022 climate risk stress test
 
exercise.
In July
 
2022, the
 
European
 
Central
 
Bank (ECB)
 
published the
 
climate
 
risk stress
 
test
 
aggregated
 
results,
 
showing that
 
banks must
improve their focus on climate risk. Furthermore,
 
all participating entities, including the Group, received individual
 
feedback and are
expected to
 
take action
 
accordingly,
 
in line with
 
the set of
 
good
 
practices for
 
climate-related and
 
environmental
 
risk management
that the ECB published in November
 
2022, along with the good practices for
 
climate stress testing published
 
in December 2022. The
results showed that the Group has made significant
 
progress in incorporating a climate
 
risk stress testing framework,
 
with an overall
performance in
 
line with the
 
average score
 
of European
 
Banks. The Group
 
continues to
 
work in order
 
to implement
 
its climate risk
action
 
plan, to
 
further integrate
 
climate
 
risks
 
into
 
its business
 
strategy
 
and risk
 
management
 
practices,
 
and to
 
support its
 
clients
towards climate transition
 
and sustainable business growth.
.
5.3
 
Fair value of financial assets and liabilities
Fair value is
 
the price that
 
would be received
 
to sell an
 
asset or paid to
 
transfer a
 
liability in an orderly
 
transaction between market
participants in
 
the principal (or
 
most advantageous)
 
market at
 
the measurement
 
date under
 
current market
 
conditions (i.e. an
 
exit
price).
 
When
 
a
 
quoted
 
price
 
for
 
an
 
identical
 
asset
 
or
 
liability
 
is
 
not
 
observable,
 
fair
 
value
 
is
 
measured
 
using
 
another
 
valuation
technique that
 
is appropriate
 
in the
 
circumstances
 
and maximizes
 
the use
 
of relevant
 
observable inputs
 
and minimizes
 
the use
 
of
unobservable inputs. Observable inputs are developed
 
using market data, such as publicly available
 
information about actual events
or transactions, and reflect assumptions that market participants would
 
use when pricing financial
 
instruments, such as quoted prices
in active markets for similar instruments,
 
interest rates and yield curves,
 
implied volatilities and credit spreads.
The Group’s financial instruments measured at fair value or at amortized cost for which fair value is disclosed are
 
categorized into the
three levels of the fair value hierarchy
 
based on whether the inputs to the fair values are observable or
 
unobservable, as follows:
(a)
Level 1-Financial instruments measured based on quoted
 
prices (unadjusted) in active markets for identical financial
 
instruments
that the Group can access at the measurement date. A market is considered
 
active when quoted prices are readily and regularly
available
 
from
 
an
 
exchange,
 
dealer,
 
broker,
 
industry
 
group,
 
pricing
 
service,
 
or
 
regulatory
 
agency
 
and
 
represent
 
actually
 
and
regularly occurring
 
transactions.
 
Level 1
 
financial instruments
 
include actively
 
quoted
 
debt instruments
 
held or
 
issued by
 
the
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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|
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Group,
 
equity
 
and
 
derivative
 
instruments
 
traded
 
on
 
exchanges,
 
as
 
well
 
as
 
mutual
 
funds
 
that
 
have
 
regularly
 
and
 
frequently
published quotes.
(b)
Level
 
2-Financial
 
instruments
 
measured
 
using
 
valuation
 
techniques
 
with
 
inputs,
 
other
 
than
 
level
 
1
 
quoted
 
prices,
 
that
 
are
observable
 
either directly
 
or indirectly,
 
such as:
 
i) quoted
 
prices for
 
similar financial
 
instruments
 
in active
 
markets,
 
ii) quoted
prices for
 
identical or
 
similar financial
 
instruments
 
in markets
 
that are
 
not active,
 
iii) inputs
 
other than
 
quoted prices
 
that are
directly
 
or
 
indirectly
 
observable,
 
mainly
 
interest
 
rates
 
and
 
yield
 
curves
 
observable
 
at
 
commonly
 
quoted
 
intervals,
 
forward
exchange
 
rates,
 
equity
 
prices,
 
credit
 
spreads
 
and
 
implied
 
volatilities
 
obtained
 
from
 
internationally
 
recognized
 
market
 
data
providers
 
and
 
iv)
 
other
 
unobservable
 
inputs
 
which
 
are
 
insignificant
 
to
 
the
 
entire
 
fair
 
value
 
measurement.
 
Level
 
2
 
financial
instruments
 
include over
 
the
 
counter
 
(OTC)
 
derivatives,
 
less liquid
 
debt
 
instruments
 
held
 
or issued
 
by the
 
Group
 
and equity
instruments.
(c)
Level
 
3-Financial
 
instruments
 
measured
 
using
 
valuation
 
techniques
 
with
 
significant
 
unobservable
 
inputs.
 
When
 
developing
unobservable
 
inputs,
 
best
 
information
 
available
 
is
 
used,
 
including
 
own
 
data,
 
while
 
at
 
the
 
same
 
time
 
market
 
participants'
assumptions
 
are
 
reflected
 
(e.g.
 
assumptions
 
about
 
risk).
 
Level
 
3
 
financial
 
instruments
 
include
 
unquoted
 
equities
 
or
 
equities
traded in markets that are not considered active, certain OTC
 
derivatives, loans and advances to customers including securitized
notes of loan portfolios
 
originated by the
 
Group and recognized
 
in financial assets and
 
certain debt securities held
 
or issued by
the Group.
Financial instruments carried at fair value
The fair value hierarchy categorization of the
 
Group's financial assets and
 
liabilities measured at
 
fair value is presented in
 
the following
tables:
31 December 2022
Level 1
Level 2
Level 3
Total
€ million
€ million
€ million
€ million
Securities held for trading
134
-
-
134
Investment securities at FVTPL
93
15
133
241
Derivative financial instruments⁽¹⁾
1
1,178
6
1,185
Investment securities at FVOCI
3,600
228
-
3,828
Loans and advances to customers mandatorily
 
at FVTPL
-
-
16
16
Financial assets measured at fair value
3,828
1,421
155
5,404
Derivative financial instruments⁽¹⁾
1
1,660
-
1,661
Trading liabilities
419
-
-
419
Financial liabilities measured at fair value
420
1,660
-
2,080
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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31 December 2022 Consolidated Financial Statements
31 December 2021
Level 1
Level 2
Level 3
Total
€ million
€ million
€ million
€ million
Securities held for trading
119
-
-
119
Investment securities at FVTPL
78
16
47
141
Derivative financial instruments
0
1,949
0
1,949
Investment securities at FVOCI
6,212
297
-
6,509
Loans and advances to customers mandatorily
 
at FVTPL
-
-
23
23
Financial assets measured at fair value
6,409
2,262
70
8,741
Derivative financial instruments
1
2,393
-
2,394
Trading liabilities
43
-
-
43
Financial liabilities measured at fair value
44
2,393
-
2,437
(1)
 
Amounts
are after offsetting € 1,376 million and € 444 million level 2 derivative financial assets and liabilities, respectively, against cash collateral
 
received
(note 5.2.1.4).
 
The Group
 
recognizes
 
transfers
 
into
 
and out
 
of the
 
fair value
 
hierarchy
 
levels at
 
the beginning
 
of the
 
quarter
 
in which
 
a financial
instrument's transfer
 
was effected.
 
During the year ended
 
31 December 2022, the Group
 
transferred OTC
 
derivative instruments
 
of
€ 9
 
million
 
from
 
Level
 
2 to
 
Level
 
3 following
 
the
 
assessment
 
on
 
the
 
significance of
 
the
 
CVA
 
adjustment
 
to
 
their entire
 
fair
 
value
measurement, calculated based on internal
 
rating models.
Reconciliation of Level 3 fair value measurements
2022
2021
€ million
€ million
Balance at 1 January
70
86
Transfers
 
into Level 3
9
0
Transfers
 
out of Level 3
(0)
(0)
Additions, net of disposals and redemptions (note 24) ⁽¹⁾
87
(18)
Total gain/(loss)
 
for the year included in profit or loss
(11)
3
Foreign exchange differences and other
0
(1)
Balance at 31 December
155
70
(1)
 
Including capital returns on equity instruments.
.
Group's valuation processes and techniques
The Group’s
 
processes and procedures
 
governing the
 
fair valuations
 
are established
 
by the Group
 
Market Counterparty
 
Risk Sector
in line
 
with the
 
Group’s
 
accounting policies.
 
The Group
 
uses widely
 
recognized
 
valuation
 
models for
 
determining the
 
fair value
 
of
common
 
financial
 
instruments
 
that
 
are
 
not quoted
 
in an
 
active market,
 
such as
 
interest
 
and cross
 
currency
 
swaps,
 
that
 
use only
observable market data
 
and require little management
 
estimation and judgment. Specifically,
 
observable prices or model inputs are
usually
 
available
 
in
 
the
 
market
 
for
 
listed
 
debt
 
and
 
equity
 
securities,
 
exchange-traded
 
and
 
simple
 
over-the-counter
 
derivatives.
Availability
 
of
 
observable
 
market
 
prices
 
and
 
model
 
inputs
 
reduces
 
the
 
need
 
for
 
management
 
judgment
 
and
 
estimation
 
and
 
also
reduces the uncertainty associated with determining
 
fair values.
Where valuation
 
techniques are used
 
to determine
 
the fair values
 
of financial instruments
 
that are not
 
quoted in an
 
active market,
they
 
are
 
validated
 
against
 
historical
 
data
 
and,
 
where
 
possible,
 
against
 
current
 
or
 
recent
 
observed
 
transactions
 
in
 
different
instruments,
 
and
 
periodically
 
reviewed
 
by
 
qualified
 
personnel
 
independent
 
of
 
the
 
personnel
 
that
 
created
 
them.
 
All
 
models
 
are
certified before
 
they are
 
used and models
 
are calibrated
 
to ensure
 
that outputs reflect
 
actual data
 
and comparative
 
market prices.
Fair values’
 
estimates obtained
 
from models
 
are adjusted
 
for any
 
other factors,
 
such as liquidity
 
risk or model
 
uncertainties, to
 
the
extent that market
 
participants would take
 
them into account in
 
pricing the instrument. Fair
 
values also reflect the credit
 
risk of the
instrument and include adjustments to take
 
account of the credit risk of the Group entity and the counterparty,
 
where appropriate.
Valuation
 
controls applied by
 
the Group may
 
include verification of
 
observable pricing, re-performance
 
of model valuations,
 
review
and approval process for new models and/or changes
 
to models, calibration and back-testing against observable market transactions,
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
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31 December 2022 Consolidated Financial Statements
where available, analysis of
 
significant valuation movements, etc.
 
Where third parties'
 
valuations are used for
 
fair value measurement,
these are reviewed in order to ensure
 
compliance with the requirements of IFRS 13.
The fair values of
 
OTC derivative financial
 
instruments are estimated
 
by discounting expected cash
 
flows using market
 
interest rates
at the measurement date.
 
Counterparty credit risk adjustments
 
and own credit risk
 
adjustments are applied to
 
OTC derivatives, where
appropriate. Bilateral
 
credit risk adjustments
 
consider the expected cash
 
flows between the Group
 
and its counterparties under
 
the
relevant terms
 
of the derivative
 
instruments and the
 
effect of the
 
credit risk on
 
the valuation of
 
these cash flows.
 
As appropriate
 
in
circumstances,
 
the Group
 
considers also
 
the effect
 
of any
 
credit risk
 
mitigating arrangements,
 
including collateral
 
agreements and
master netting agreements on the calculation of
 
credit risk valuation adjustments (CVAs). CVA calculation uses probabilities of
 
default
(PDs) based
 
on observable
 
market data
 
such as
 
credit default
 
swaps (CDS)
 
spreads, where
 
appropriate, or
 
based on
 
internal rating
models.
 
The
 
Group
 
applies
 
similar
 
methodology
 
for
 
the
 
calculation
 
of
 
debit-value-adjustments
 
(DVAs),
 
when
 
applicable.
 
Where
valuation techniques
 
are based
 
on internal
 
rating models
 
and the
 
relevant
 
CVA is
 
significant to
 
the entire
 
fair value
 
measurement,
such
 
derivative
 
instruments
 
are
 
categorized
 
as
 
Level
 
3
 
in
 
the
 
fair
 
value
 
hierarchy.
 
A
 
reasonably
 
possible
 
change
 
in
 
the
 
main
unobservable input (i.e.
 
the recovery rate), used
 
in their valuation,
 
would not have
 
a significant effect on
 
their fair value measurement.
The Group
 
determines
 
fair values
 
for
 
debt securities
 
held using
 
quoted
 
market
 
prices in
 
active markets
 
for
 
securities with
 
similar
credit
 
risk,
 
maturity
 
and
 
yield, quoted
 
market
 
prices
 
in
 
non
 
active markets
 
for
 
identical
 
or
 
similar
 
financial
 
instruments,
 
or
 
using
discounted cash flows method.
Unquoted equity instruments at FVTPL under IFRS 9 are estimated mainly (i)
 
using third parties' valuation reports based on investees'
net assets, where management
 
does not perform any further
 
significant adjustments, and (ii) net
 
assets' valuations, adjusted where
considered necessary.
Loans and advances
 
to customers
 
including securitized notes
 
of loan portfolios
 
originated by the
 
Group with contractual
 
cash flows
that do not represent
 
solely payments of principal and interest
 
(SPPI failures), are measured
 
mandatorily at fair value
 
through profit
or loss. Quoted market
 
prices are not available
 
as there are no active
 
markets where these
 
instruments are traded.
 
Their fair values
are estimated on an individual loan basis by discounting the future expected cash flows over the time period they are expected to
 
be
recovered, using an appropriate discount rate or by reference to other comparable assets of
 
the same type that
 
have been transacted
during
 
a
 
recent
 
time
 
period.
 
Expected
 
cash
 
flows,
 
which
 
incorporate
 
credit
 
risk,
 
represent
 
significant
 
unobservable
 
input
 
in
 
the
valuation and as such, the entire fair value
 
measurement is categorized as Level
 
3 in the fair value hierarchy.
Financial instruments not measured at fair value
The fair value hierarchy
 
categorization of the
 
Group’s financial assets
 
and liabilities not measured at fair
 
value on the balance sheet,
is presented in the following tables:
31 December 2022
Level 1
Level 2
Level 3
Fair value
Carrying
amount
€ million
€ million
€ million
€ million
€ million
Loans and advances to customers
-
-
41,767
41,767
41,661
Investment securities at amortised cost
6,185
699
1,271
8,155
9,192
Financial assets not measured at fair value
6,185
699
43,038
49,922
50,853
Debt securities in issue
1,343
1,503
553
3,399
3,552
Financial liabilities not measured at fair value
1,343
1,503
553
3,399
3,552
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
98
|
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31 December 2022 Consolidated Financial Statements
31 December 2021
Level 1
Level 2
Level 3
Fair value
Carrying
amount
€ million
€ million
€ million
€ million
€ million
Loans and advances to customers
-
-
38,369
38,369
38,943
Investment securities at amortised cost
2,824
1,489
-
4,313
4,666
Financial assets not measured at fair value
2,824
1,489
38,369
42,682
43,609
Debt securities in issue
962
1,028
549
2,539
2,552
Financial liabilities not measured at fair value
962
1,028
549
2,539
2,552
The assumptions and methodologies underlying the calculation of fair values
 
of financial instruments not measured at fair value,
 
are
in line with those used to calculate the fair values for
 
financial instruments measured at fair value. Particularly:
(a)
Loans and advances to customers including securitized notes of loan portfolios originated by the Group: quoted market prices are
not available
 
as there
 
are no
 
active markets
 
where these
 
instruments
 
are traded.
 
The fair
 
values are
 
estimated
 
by discounting
future expected cash flows
 
over the time period they are
 
expected to be recovered,
 
using appropriate risk-adjusted
 
rates. Loans
are grouped into homogenous assets
 
with similar characteristics, as monitored
 
by Management, such as product, borrower
 
type
and delinquency status, in order to improve the accuracy
 
of the estimated valuation outputs. In estimating future cash flows, the
Group makes assumptions on expected
 
prepayments, product spreads
 
and timing of collateral realization.
 
The discount rates for
loans to customers incorporate
 
inputs for expected credit losses and interest
 
rates, as appropriate;
(b)
Investment securities
 
measured at amortized
 
cost: the fair
 
values are determined
 
using prices quoted in
 
an active market
 
when
these are
 
available. In
 
other cases,
 
fair values
 
are determined
 
using quoted
 
market prices
 
for securities
 
with similar
 
credit risk,
maturity
 
and
 
yield,
 
quoted
 
market
 
prices
 
in
 
non
 
active
 
markets
 
for
 
identical
 
or
 
similar
 
financial
 
instruments,
 
or
 
by
 
using
 
the
discounted cash flows method.
 
In addition, for certain high quality corporate bonds for which quoted prices are not available, fair
value
 
is determined
 
using
 
prices that
 
are
 
derived
 
from
 
reliable data
 
management
 
platforms
 
while
 
part
 
of them
 
is verified
 
by
market
 
participants
 
(e.g. brokers).
 
In certain
 
cases, prices
 
are
 
implied by
 
liquidity agreements
 
(e.g. repos,
 
pledges) with
 
other
financial institutions;
 
and
(c)
Debt securities in issue: the fair values are determined using quoted market prices,
 
if available. If quoted prices are not available,
fair values are determined based on third party
 
valuations, quotes for similar debt securities or by discounting the
 
expected cash
flows at a risk-adjusted rate, where the Group's own credit risk is
 
determined using inputs indirectly observable, i.e. quoted prices
of similar securities issued by the Group or other Greek issuers.
For other financial instruments, which are short term or re
 
-price at frequent intervals (cash and balances with central
 
banks, due
from credit
 
institutions, due
 
to central
 
banks, due
 
to credit
 
institutions and
 
due to
 
customers), the
 
carrying amounts
 
represent
reasonable approximations of fair values.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
99
|
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31 December 2022 Consolidated Financial Statements
6.
 
Net interest income
2022
2021
€ million
€ million
Interest income
Customers
1,394
1,234
- measured at amortised cost
1,393
1,232
- measured at FVTPL
1
2
Banks and other assets⁽¹⁾⁽³⁾
75
11
Securities
258
151
- measured at amortised cost
141
39
- measured at FVOCI
107
109
- measured at FVTPL
10
3
Derivatives (hedge accounting)
94
40
Derivatives (no hedge accounting)
494
406
2,315
1,842
Interest expense
 
Customers ⁽¹⁾
(93)
(50)
Banks ⁽¹⁾⁽²⁾⁽³⁾
(2)
35
Debt securities in issue ⁽¹⁾
(118)
(83)
Derivatives (hedge accounting)
 
(89)
(58)
Derivatives (no hedge accounting)
 
(460)
(362)
Lease liabilities - IFRS 16
(3)
(3)
(765)
(521)
Total
1,550
1,321
..
 
(1)
 
Measured at amortized cost.
.
.
 
(2)
 
For the year 2022, it includes net income of € 53 million that is attributable to the targeted longer-term refinancing operations (TLTRO
 
III) of the European
Central Bank (ECB) (2021: € 91 million) (note 31).
.
.
 
(3)
 
Interest from financial assets with negative rates, which were applied in 2021 and until June of 2022, was recorded
 
in interest expense.
. .
.
In 2022, the net
 
interest income
 
rose by 17.4%
 
to € 1,550
 
million, mainly driven
 
by higher interest
 
rates, the
 
organic loans growth
and the increased income from investment
 
bonds
 
partly offset by higher debt issued and deposits cost.
Interest income recognized
 
by quality of Loans and Advances and Product Line is further analyzed
 
below:
 
.
31 December 2022
Interest income
on non-impaired
loans and
advances
Interest
 
income on
impaired loans
and advances
Total
 
€ million
€ million
€ million
Retail lending
634
27
661
Wholesale lending⁽¹⁾
699
34
733
Total interest
 
income from customers
1,333
61
1,394
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
100
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2021
Interest income
on non-impaired
loans and
advances
Interest
 
income on
impaired loans
and advances
Total
 
€ million
€ million
€ million
Retail lending
570
65
635
Wholesale lending⁽¹⁾
551
48
599
Total interest
 
income from customers
1,121
113
1,234
(1)
 
Including interest income on loans and advances to Public Sector.
7.
 
Net banking fee and commission income
The
 
following
 
tables
 
include
 
net
 
banking
 
fees
 
and
 
commission
 
income
 
from
 
contracts
 
with
 
customers
 
in
 
the
 
scope
 
of
 
IFRS
 
15,
disaggregated by major type of services and operating
 
segments (note 43).
31 December 2022
Retail
Corporate
Global
Markets &
Asset Mngt
International
Other and
Elimination
center
Total
€ million
€ million
€ million
€ million
€ million
€ million
Lending related activities
9
98
14
19
(0)
139
Mutual funds and assets under
 
management
 
13
1
41
11
5
71
Network activities and other⁽¹⁾
70
7
31
105
(1)
213
Capital markets
 
-
9
13
6
(3)
26
Total
92
115
99
141
1
449
31 December 2021
Retail
Corporate
Global
Markets &
Asset Mngt
International
Other and
Elimination
center
Total
€ million
€ million
€ million
€ million
€ million
€ million
Lending related activities
 
9
62
10
12
(0)
93
Mutual funds and assets under
 
management
 
16
1
40
9
7
73
Network activities and other ⁽¹⁾
55
6
24
91
(7)
168
Capital markets
 
-
6
14
5
(2)
24
Total
80
75
88
117
(3)
358
(1)
 
Including income from credit cards related services.
8.
 
Income from non banking services
Income from non banking services
 
includes rental income of € 92.4
 
million (2021: € 95.9
 
million) from real estate properties and other
income of € 2.0 million (2021: € 1.9 million) from IT services provided by the Group
 
entities.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
101
|
Page
 
31 December 2022 Consolidated Financial Statements
9.
 
Net trading income and gains less losses from investment securities
2022
2021
€ million
€ million
Net trading income/(loss)
Debt securities, including short positions
98
(2)
Derivative financial instruments (note
 
19)
628
(29)
Equity securities
(1)
3
Revaluation on foreign exchange
 
positions
2
20
Total
727
(8)
Gains less losses from investment securities
Debt securities measured at FVOCI ⁽¹⁾
(26)
93
Equity securities
17
8
Total
(9)
101
.
(1)
It includes termination fees from related derivatives amounting to € 4 million income (2021: € 6 million loss).
Trading results of € 98 million income related to
 
debt securities include € 9 million loss (2021: € 3 million loss) from trading securities
and € 107
 
million gain on
 
short positions on
 
debt instruments entered
 
into the context
 
of the Group's
 
economic hedging strategies
(note 35).
Gains from derivative financial instruments of € 628
 
million comprise mainly a) €
 
390 million realized gains from unwinding of interest
rate
 
swaps in
 
the context
 
of the
 
updated Group's
 
hedging strategy,
 
b) €
 
160 million
 
realised gains
 
from unwinding
 
of interest
 
rate
swaps
 
following
 
the mandatory
 
discontinuance
 
of certain
 
hedge accounting
 
relationships
 
and c)
 
€ 70
 
million
 
gains
 
from
 
portfolio
hedging of interest rate risk (macro hedging), of which € 20 million arising from hedge ineffectiveness and € 50 million
 
from fair value
changes of the hedging derivatives
 
that occur as part
 
of the dynamic management
 
of the pool of hedging instruments
 
on a monthly
basis, and include their fair value changes before
 
initial designation or after de-designation (notes 2.2.3i and
 
19).
10.
 
Other income/ (expenses)
2022
2021
€ million
€ million
Gain/(loss) from change in fair value of investment
 
property (note 27)⁽¹⁾
34
32
Sale of merchant acquiring
 
business - Project Triangle (note 30)
325
-
Derecognition gain/(loss) on loans measured at
 
amortised cost (note 20)
2
(3)
Fee expense related to the deferred
 
tax credits (note 13)
(6)
(6)
Gain/ (loss) on the disposal/liquidation of subsidiaries and
 
associates (notes 23 and 24)
(34)
1
Dividend income
2
2
Gains/(losses) on loans at FVTPL
3
1
Other
 
(2)
3
Total
324
30
(1)
 
It includes ca € 2
 
million gain from remeasurement of
 
real estate property transferred
 
to investment property
 
from repossessed
 
assets in 2022.
 
In 2021, it
includes € 1.7 million gain related to the remeasurement of the interest held in the Group’s former joint venture Value Touristiki S.A. (note 23.1).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
102
|
Page
 
31 December 2022 Consolidated Financial Statements
11.
 
Operating expenses
2022
2021
€ million
€ million
Staff costs
 
(447)
(434)
Administrative expenses
(272)
(253)
Contributions to resolution and deposit guarantee
 
funds
(74)
(75)
Depreciation of real estate properties
 
and equipment
(46)
(40)
Depreciation of right of use assets
(40)
(38)
Amortisation of intangible assets
(38)
(36)
Total
(917)
(876)
For
 
the year
 
ended 31
 
December 2022,
 
the amount
 
of operating
 
expenses
 
(excluding
 
any
 
contribution
 
to
 
a deposit
 
guarantee
 
or
resolution fund) for the Group’s
 
Greek activities was € 590 million (2021: € 583 million).
Contributions to resolution and deposit guarantee funds
In 2016, the Single Resolution Mechanism (SRM),
 
which is one of the
 
pillars of the Banking Union in
 
the euro area alongside the Single
Supervisory Mechanism
 
(SSM), became
 
fully operational.
 
The Single
 
Resolution
 
Fund (SRF)
 
was established
 
by the
 
SRM Regulation
(EU) No
 
806/2014 in
 
order to
 
ensure uniform
 
practice in
 
the financing
 
of resolutions
 
within the SRM
 
and it
 
is owned
 
by the
 
Single
Resolution Board (SRB). The SRM provides that
 
the SRF will be built up over a period of eight years
 
with ‘ex-ante’
 
contributions from
the banking industry, which
 
may include irrevocable payment commitments
 
as a part of the total amount of contributions (note 42).
Staff costs
2022
2021
€ million
€ million
Wages, salaries and performance remuneration
(335)
(326)
Social security costs
(50)
(51)
Additional pension and other post employment costs
(18)
(17)
Other
 
(44)
(40)
Total
(447)
(434)
The average number of employees of the
 
Group during the year was 11,615 (2021: 11,495). As at 31 December 2022,
 
the number of
branches and business/private banking centers
 
of the Group amounted to 616 (2021: 668).
12.
 
Other impairments, restructuring costs and provisions
2022
2021
€ million
€ million
Impairment and valuation losses on real estate properties
(15)
(17)
Impairment losses on bonds (note 5.2.1.3)
(21)
(4)
Other impairment losses and provisions
(72)
(31)
Other impairment losses and provisions
(108)
(52)
Voluntary exit schemes and other related costs
 
(note 35)
(60)
(10)
Other restructuring costs
(42)
(15)
Restructuring costs
(102)
(25)
Total
(210)
(77)
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
103
|
Page
 
31 December 2022 Consolidated Financial Statements
For the year ended 31
 
December 2022, the Group recognized €
 
72 million (2021:
 
€ 31 million) other impairment
 
losses and provisions,
of which € 49 million relate to impairment losses for receivables and provisions on litigations and
 
other operational risk events (2021:
€ 14 million), and € 23 million relate mainly to impairment
 
losses on computer hardware and software
 
(2021: € 16 million) (notes 26
and 28).
.
Furthermore, for
 
the year
 
ended 31 December
 
2022, the
 
Group recognized
 
€ 42
 
million restructuring
 
costs (2021:
 
€ 15 million),
 
of
which € 14 million
 
relate to
 
the merger of Eurobank
 
a.d. Beograd with
 
Direktna Banka
 
a.d. and the integration
 
initiatives thereafter
(2021: € 5 million),
 
while the remaining costs for both periods mainly relate
 
to the Group’s transformation
 
projects and initiatives.
13.
Income tax
2022
2021
€ million
€ million
Current tax
 
 
(45)
 
(40)
Deferred tax
 
(360)
 
(116)
Total income tax
 
 
(405)
 
(156)
According
 
to
 
Law
 
4172/2013
 
currently
 
in
 
force,
 
the
 
nominal
 
Greek
 
corporate
 
tax
 
rate
 
for
 
credit
 
institutions
 
that
 
fall
 
under
 
the
requirements of article 27A of Law 4172/2013 regarding eligible DTAs/deferred
 
tax credits (DTCs) against the Greek State is 29%. The
Greek corporate
 
tax rate
 
for legal entities
 
other than the aforementioned
 
credit institutions is
 
22%. In addition, the
 
withholding tax
rate
 
for
 
dividends
 
distributed,
 
other
 
than
 
intragroup
 
dividends,
 
is
 
5%.
 
In
 
particular,
 
the
 
intragroup
 
dividends
 
under
 
certain
preconditions are relieved from both
 
income and withholding tax.
The nominal corporate tax
 
rates applicable in the banking
 
subsidiaries incorporated in the
 
international segment of the Group
 
(note
43) are as follows: Bulgaria 10%, Serbia 15%, Cyprus
 
12.5% and Luxembourg 24.94%.
Tax certificate
 
and open tax years
The Company and its subsidiaries, associates
 
and joint ventures, which operate
 
in Greece (notes 23 and 24) have
 
in principle up to 6
open tax years. For fiscal years starting from 1 January
 
2016 onwards, pursuant to the Tax Procedure Code, an ‘Annual Tax Certificate’
on an optional basis, is provided for the Greek entities, with annual financial statements audited compulsorily,
 
which is issued after a
tax audit is performed
 
by the same statutory auditor
 
or audit firm that audits the annual
 
financial statements. The Company
 
and, as
a general rule, the Group’s
 
Greek companies have opted to obtain
 
such certificate.
Following the completion in 2022, of the tax audit of the Company by the
 
tax authorities for the tax year 2016, its open tax
 
years are
2017-2022, while
 
the Bank’s
 
open tax
 
years are
 
2020 -
 
2022. The
 
tax certificates
 
of the
 
Company,
 
the Bank
 
and the
 
other Group’s
entities, which operate
 
in Greece, are
 
unqualified for
 
their open tax
 
years until
 
2021.
 
In addition, for
 
the year ended
 
31 December
2022, the tax audits from external auditors
 
are in progress.
In accordance
 
with the
 
Greek tax
 
legislation and
 
the respective
 
Ministerial Decisions
 
issued, additional
 
taxes and
 
penalties may
 
be
imposed by
 
the Greek
 
tax authorities
 
following a
 
tax audit
 
within the applicable
 
statute
 
of limitations
 
(i.e. in principle
 
five years
 
as
from
 
the
 
end
 
of
 
the
 
fiscal
 
year
 
within
 
which
 
the
 
relevant
 
tax
 
return
 
should
 
have
 
been
 
submitted),
 
irrespective
 
of
 
whether
 
an
unqualified tax
 
certificate has
 
been obtained
 
from the
 
tax paying
 
company.
 
In light of
 
the above,
 
as a general
 
rule, the right
 
of the
Greek State
 
to impose taxes
 
up to tax
 
year 2016 (included)
 
has been time-barred
 
for the Group’s
 
Greek entities
 
as at 31
 
December
2022.
The open
 
tax years
 
of the
 
foreign
 
banking entities
 
of the
 
Group
 
are as
 
follows:
 
(a) Eurobank
 
Cyprus Ltd,
 
2018-2022, (b)
 
Eurobank
Bulgaria A.D., 2017-2022, (c) Eurobank Direktna a.d.
 
(Serbia), 2017-2022, and (d)
 
Eurobank Private Bank Luxembourg S.A., 2018-2022.
The remaining
 
foreign
 
entities of
 
the Group
 
(notes 23
 
and 24),
 
which operate
 
in countries
 
where a
 
statutory
 
tax audit
 
is explicitly
stipulated by
 
law,
 
have in
 
principle up to
 
6 open tax
 
years, subject
 
to certain
 
preconditions of
 
the applicable
 
tax legislation
 
of each
jurisdiction.
In reference
 
to its total
 
uncertain tax
 
positions, the Group
 
assesses all relevant
 
developments (e.g. legislative
 
changes, case law,
 
ad
hoc tax/legal opinions, administrative
 
practices) and raises adequate provisions.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
104
|
Page
 
31 December 2022 Consolidated Financial Statements
Deferred tax
Deferred tax
 
is calculated
 
on all deductible
 
temporary differences
 
under the
 
liability method as
 
well as for
 
unused tax losses
 
at the
rate in effect at
 
the time the reversal is expected to take
 
place.
The net deferred tax is analyzed
 
as follows:
2022
2021
€ million
€ million
Deferred tax assets
4,161
4,422
Deferred tax liabilities
(31)
(26)
Net deferred tax
4,130
4,396
The movement on deferred tax
 
is as follows:
2022
2021
€ million
€ million
Balance at 1 January
4,396
4,498
Income statement credit/(charge)
(360)
(116)
Investment securities
 
at FVOCI
96
30
Cash flow hedges
(0)
(15)
Actuarial gains/(losses)
(1)
-
Other
(1)
(1)
Balance at 31 December
4,130
4,396
Deferred income tax (charge)/credit
 
is attributable to the following items:
2022
2021
€ million
€ million
Impairment/ valuation relating to loans, disposals and write-offs
(128)
13
Unused tax losses
(0)
(1)
Tax deductible PSI+ losses
(50)
(50)
Carried forward debit difference of law 4831/2021
(73)
73
Change in fair value and other temporary differences
(109)
(151)
Deferred income tax (charge)/credit
(360)
(116)
Deferred tax assets/(liabilities) are
 
attributable to the following items:
2022
2021
€ million
€ million
Impairment/ valuation relating to loans and accounting write-offs
1,030
1,034
PSI+ tax related losses
951
1,001
Losses from disposals and crystallized write-offs of loans
2,242
2,365
Carried forward debit difference of law 4831/2021⁽¹⁾
-
73
Other impairments/ valuations through the income statement
 
(120)
(38)
Cash flow hedges
5
5
Defined benefit obligations
 
5
6
Real estate properties, equipment and intangible assets
(78)
(61)
Investment securities at FVOCI
(15)
(112)
Other⁽²⁾
110
123
Net deferred tax
4,130
4,396
(1)
The unutilized part, as at 31 December 2021, of the carried forward crystallized tax
 
losses of loans, in accordance with the law 4831/2021 (see below), was
offset against taxable profit for the year ended 31 December 2022.
 
(
2)
It includes, among others, DTA on deductible temporary differences relating to operational risk provisions and the leasing operations.
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
.
 
105
|
Page
 
31 December 2022 Consolidated Financial Statements
Further information, in relation to
 
the aforementioned categories of deferred
 
tax assets as at 31 December 2022, is as follows:
(a)
 
 
1,030
 
million
 
refer
 
to
 
deductible
 
temporary
 
differences
 
arising
 
from
 
impairment/valuation
 
relating
 
to
 
loans
 
including
 
the
accounting debt write-offs
 
according to the Greek
 
tax law 4172/2013, as
 
in force. These temporary
 
differences can be utilized
 
in
future periods with no specified time limit and according to current
 
tax legislation of each jurisdiction;
(b) €
 
951 million
 
refer to
 
losses resulted
 
from the
 
Group’s
 
participation in
 
PSI+ and the
 
Greek’s
 
state debt
 
buyback program
 
which
are subject to amortization for tax purposes over a thirty-year period, i.e. 1/30 of
 
losses per year starting from year 2012 onwards
(see below – DTCs section);
(c) € 2,242 million refer to the unamortized part of the crystallized tax
 
losses arising from write-offs and disposals of loans, which are
subject to amortization over a twenty
 
-year period;
Assessment of the recoverability of deferred
 
tax assets
The recognition
 
of the deferred
 
tax assets
 
is based on
 
management’s assessment
 
that the Group’s
 
legal entities will
 
have sufficient
future taxable profits, against which the deductible temporary differences and the unused tax losses can be utilized. The deferred tax
assets
 
are
 
determined
 
on
 
the
 
basis
 
of
 
the
 
tax
 
treatment
 
of
 
each
 
deferred
 
tax
 
asset
 
category,
 
as
 
provided
 
by
 
the
 
applicable
 
tax
legislation of each jurisdiction
 
and the eligibility of
 
carried forward
 
losses for offsetting
 
with future taxable
 
profits. Additionally,
 
the
Group’s
 
assessment
 
on
 
the
 
recoverability
 
of
 
recognized
 
deferred
 
tax
 
assets
 
is
 
based
 
on
 
(a)
 
the
 
future
 
performance
 
expectations
(projections
 
of
 
operating
 
results)
 
and
 
growth
 
opportunities
 
relevant
 
for
 
determining
 
the
 
expected
 
future
 
taxable
 
profits,
 
(b)
 
the
expected timing of reversal of the
 
deductible and taxable temporary
 
differences, (c) the probability
 
that the Group entities will have
sufficient taxable
 
profits in the
 
future, in the
 
same period as
 
the reversal
 
of the deductible
 
and taxable
 
temporary differences
 
or in
the years into which the tax losses can be carried forward, and (d) the historical levels of Group entities’ performance in combination
with the previous years’ tax losses caused
 
by one off or non-recurring events.
In
 
particular,
 
as
 
of
 
31 December
 
2022, the
 
deferred
 
tax
 
asset
 
(DTA)
 
recoverability
 
assessment
 
has been
 
based
 
on the
 
three-year
Business Plan that was
 
approved by the Board of
 
Directors in December 2022,
 
for the period up
 
to the end
 
of 2025, and
 
was submitted
to
 
the
 
Single
 
Supervisory
 
Mechanism
 
(SSM).
 
For
 
the
 
years
 
beyond
 
2025,
 
the
 
forecast
 
of
 
operating
 
results
 
was
 
based
 
on
 
the
management
 
projections
 
considering
 
the
 
growth
 
opportunities
 
of
 
the
 
Greek
 
economy,
 
the
 
banking
 
sector
 
and
 
the
 
Group
 
itself.
Specifically,
 
the management projections
 
for the Group’s
 
future profitability
 
adopted in the
 
Business Plan, have
 
considered, among
others,
 
(a) the
 
interest
 
rates’
 
increase, (b)
 
the sustainable
 
increase in
 
loan volumes
 
and the
 
growth,
 
at a
 
relatively
 
lower
 
pace, of
customer
 
deposits,
 
(c)
 
the
 
increase
 
in
 
fee
 
and
 
commission
 
income
 
mostly
 
driven
 
by
 
assets
 
under
 
management,
 
bancassurance,
network and lending
 
related activities, cards’ issuing
 
and investment property rentals, (d)
 
the discipline
 
to operating expenses’ targets,
(e) the further decrease of NPE
 
ratio in line with the NPE
 
Management Strategy submitted to SSM (note 5.2), (f) the
 
cost of risk, which
is expected to carry the effect from the macroeconomic uncertainty and the inflationary
 
pressures’ impact on households’ disposable
income and (g) the fulfilment
 
of interim MREL targets
 
throughout the plan period.
 
The major initiatives introduced
 
in the context
 
of
the Group’s transformation
 
plan “Eurobank 2030”,
 
will contribute to meeting its financial objectives.
The Group closely
 
monitors and constantly assesses
 
the developments on
 
the macroeconomic and geopolitical
 
front (note 2) including
the inflationary
 
pressures
 
and their
 
potential
 
effect
 
on the
 
achievement
 
of its
 
Business Plan
 
targets
 
in terms
 
of asset
 
quality and
profitability and will continue to update
 
its estimates accordingly.
Deferred tax credit against the
 
Greek State and tax regime for
 
loan losses
As at 31 December 2022, pursuant to the Law 4172/2013, as in force, the Bank’s eligible DTAs/deferred
 
tax credits (DTCs) against the
Greek State
 
amounted to
 
€ 3,402 million (31
 
December 2021: €
 
3,547 million). The
 
DTCs are
 
accounted for
 
on: (a) the unamortised
losses from the Private
 
Sector Involvement (PSI)
 
and the Greek State Debt
 
Buyback Program, which are subject to
 
amortisation over
a thirty-year
 
period and
 
(b) on the
 
sum of (i)
 
the unamortized
 
part of the
 
DTC eligible
 
crystallized tax
 
losses arising
 
from write-offs
and disposals
 
of loans, which
 
are subject
 
to amortization
 
over a
 
twenty-year period,
 
(ii) the accounting
 
debt write-offs
 
and (iii) the
remaining
 
accumulated
 
provisions
 
and
 
other
 
losses
 
in
 
general
 
due
 
to
 
credit
 
risk
 
recorded
 
up
 
to
 
30
 
June
 
2015.
 
The
 
DTCs
 
will
 
be
converted into directly enforceable claims (tax credit) against
 
the Greek State provided that the Bank’s after tax accounting
 
result for
the year is a loss.
According
 
to
 
the
 
Law
 
4831/2021
 
(article
 
125),
 
which
 
amended
 
Law
 
4172/2013,
 
the
 
amortization
 
of
 
the
 
PSI
 
tax
 
related
 
losses
 
is
deducted from
 
the taxable
 
income at a
 
priority over
 
that of the
 
crystallized tax
 
losses (debit difference)
 
arising from
 
write-offs and
disposals of loans. In addition, the amount of the annual tax amortization of the above crystallized tax losses is limited to the amount
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
106
|
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31 December 2022 Consolidated Financial Statements
of the
 
annual taxable
 
profits, calculated
 
before the
 
deduction of
 
such losses
 
and following
 
the annual
 
tax deduction
 
of the
 
PSI tax
related losses. The
 
unutilized part of the
 
annual tax amortization
 
of the crystallized
 
loan losses can be carried
 
forward for
 
offsetting
over a period of 20
 
years. If at the end
 
of the 20-year utilization period, there are balances
 
that have not been offset, these will
 
qualify
as
 
a tax
 
loss, which
 
is subject
 
to
 
the
 
5-year
 
statute
 
of
 
limitation.
 
The above
 
provisions
 
apply
 
as
 
of
 
1 January
 
2021 and
 
cover
 
the
crystallized tax losses that
 
have arisen from write-offs and disposals of
 
loans as of 1 January 2016 onwards.
Taking
 
into
 
account
 
the
 
tax
 
regime
 
in
 
force,
 
the
 
recovery
 
of
 
the
 
Bank’s
 
deferred
 
tax
 
asset
 
recorded
 
on
 
loans
 
and
 
advances
 
to
customers
 
and
 
the
 
regulatory
 
capital
 
structure
 
are
 
further
 
safeguarded,
 
contributing
 
substantially
 
to
 
the
 
achievement
 
of
 
NPE
management targets through
 
write-offs and disposals, in line with the regulatory framework
 
and SSM requirements.
According to tax Law 4172/2013 as in
 
force, an annual fee of 1.5% is
 
imposed on the excess amount of
 
deferred tax assets guaranteed
by the Greek
 
State, stemming
 
from the difference
 
between the current
 
tax rate
 
for the eligible
 
credit institutions
 
(i.e. 29%) and the
tax rate applicable on 30 June 2015 (i.e. 26%). For the year ended
 
31 December 2022, an amount of €
 
5.9 million has been recognized
in “Other income/(expenses)”.
Income tax reconciliation and unused tax losses
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:
2022
2021
€ million
€ million
Profit/(loss) before tax
1,735
483
Tax at the applicable tax
 
rate
(503)
(140)
Tax effect
 
of:
- income not subject to tax and non deductible expenses
 
1
(5)
- effect of different tax rates
 
in different countries
44
30
- change in applicable tax rate
-
1
- other
53
(42)
Total income tax
 
(405)
(156)
As at 31 December
 
2022, the Company
 
and the Bank have
 
not recognised deferred
 
tax asset (DTA)
 
on unused tax losses
 
amounting
to € 470 million (2021: €
 
517 million). In particular, a part of the Bank’s carried forward tax losses was offset against the taxable profit
for
 
the year
 
ended 31
 
December 2022,
 
leading the
 
Group’s
 
respective
 
effective
 
tax
 
rate
 
to 23%
 
(32%
 
in the
 
comparative
 
period,
including
 
the
 
effect
 
of
 
the
 
non-recognition
 
of
 
DTA
 
on
 
the
 
impairment
 
loss
 
of
 
the
 
“Mexico”
 
loan
 
portfolio
 
in
 
Eurobank
 
Holdings
consolidated financial statements).
 
The analysis of unrecognized DTA
 
on unused tax losses of the Company and the
 
Bank per year of
maturity of related tax losses is presented
 
in the table below:
Unrecognized
DTA
 
€ million
Year of maturity of unused tax losses
2023
44
2024
62
2025
351
2026
12
2027
1
Total
470
14.
 
Earnings per share
Basic earnings per share is
 
calculated by dividing the net profit
 
attributable to ordinary shareholders by the weighted average number
of ordinary
 
shares in
 
issue during
 
the year,
 
excluding the
 
average
 
number of
 
ordinary shares
 
purchased by
 
the Group
 
and held
 
as
treasury shares.
The diluted
 
earnings per
 
share is
 
calculated
 
by adjusting
 
the weighted
 
average
 
number of
 
ordinary shares
 
outstanding
 
to assume
conversion of all
 
dilutive potential ordinary
 
shares. As at 31 December
 
2022, the Group’s
 
dilutive potential ordinary
 
shares relate to
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
107
|
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31 December 2022 Consolidated Financial Statements
the share
 
options that
 
were
 
allocated
 
to
 
key
 
executives
 
with grant
 
date
 
in July
 
2021 (note
 
39). The
 
weighted
 
average
 
number of
shares is adjusted for
 
the share options by calculating
 
the weighted average
 
number of shares that
 
could have been acquired
 
at fair
value (determined as the average market price of the Company's shares for the year). The number of shares resulting from the above
calculation is added to the weighted average number of ordinary shares in issue in order to determine the weighted average
 
number
of ordinary shares used for the calculation of the diluted
 
earnings per share.
 
Year ended 31 December
2022
2021
Net profit for the year attributable to ordinary shareholders
€ million
1,330
328
Weighted average number of ordinary
 
shares in issue for
 
basic earnings per share
Number of shares
3,708,988,032
3,707,975,186
Weighted average number of ordinary
 
shares in issue for diluted earnings
per share
Number of shares
3,714,564,870
3,708,992,794
Earnings per share
- Basic and diluted earnings per share
 
0.36
0.09
15.
 
Cash and balances with central banks
2022
2021
€ million
€ million
Cash in hand
504
478
Balances with central banks
 
14,490
13,037
Total
14,994
13,515
The
 
Bank
 
and
 
its
 
banking
 
subsidiaries
 
in
 
Eurozone
 
(Cyprus
 
and
 
Luxemburg),
 
are
 
required
 
to
 
hold
 
a
 
minimum
 
level
 
of
 
deposits
(minimum reserve requirement
 
- MRR) with their national
 
central bank on an
 
average basis
 
over maintenance periods
 
(i.e. six week
periods);
 
these deposits
 
are
 
calculated
 
as 1%
 
of certain
 
liabilities, mainly
 
customers’
 
deposits, and
 
can be
 
withdrawn
 
at any
 
time
provided that the MRR is met over the determined period of time. Similar obligations for the maintenance of minimum reserves with
their national central bank are also
 
applied to the banking
 
subsidiaries in Bulgaria and
 
Serbia. As at 31
 
December 2022, the mandatory
reserves (i.e. those that the Group entities maintain in
 
order to meet the MRR) with central banks
 
amounted to € 1,040 million (2021:
€ 871
 
million). The
 
interest
 
rate
 
on the
 
main refinancing
 
operations
 
(MRO) was
 
applied for
 
MRR deposits
 
placed to
 
the European
Central Bank (ECB) until December 2022, and the deposit facility
 
rate (DFR) in force is applied thereafter.
Since
 
2019,
 
the
 
European
 
Central
 
Bank
 
(ECB)
 
had
 
decided
 
to
 
introduce
 
a
 
two-tier
 
system
 
for
 
eligible
 
credit
 
institutions'
 
reserve
remuneration which
 
exempted part
 
of excess
 
liquidity holdings
 
(i.e. reserve holdings
 
in excess
 
of MRR) from
 
the negative
 
DFR.
 
The
above two-tier system was lifted by ECB in September 2022, and the (positive) DFR in force is applied for the excess liquidity holdings
placed to ECB thereafter.
.
16.
 
Cash and cash equivalents and other information on cash flow statement
For the
 
purpose of
 
the cash
 
flow statement,
 
cash and
 
cash equivalents
 
comprise the
 
following balances
 
with original
 
maturities of
three months or less:
2022
2021
€ million
€ million
Cash and balances with central banks (excluding mandatory and collateral
 
deposits with
central banks) (note 15)
13,954
12,644
Due from credit institutions
418
505
Securities held for trading
16
-
Total
14,388
13,149
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
108
|
Page
 
31 December 2022 Consolidated Financial Statements
Other (income)/losses on investment securities presented
 
in operating activities are analyzed as follows:
2022
2021
€ million
€ million
Amortisation of premiums/discounts and accrued interest
(21)
26
(Gains)/losses from investment securities
9
(101)
Dividends
(2)
(1)
Total
(14)
(76)
In the year
 
ended 31 December
 
2022, other adjustments
 
of € 244
 
million presented
 
in the cash
 
flow statement
 
mainly include a)
 
325 million gain
 
resulting from the sale
 
of Eurobank’s merchant acquiring business to
 
Worldline (note 30), b)
 
€ 34 million
 
gain resulting
from
 
the disposal
 
of a 5.1%
 
shareholding in
 
the Group’s
 
former joint
 
venture Grivalia
 
Hospitality S.A. and
 
the measurement
 
on the
disposal date of the retained interest in the entity as a financial asset at FVTPL (note 24) and c)
 
€ 76 million loss from the recyclement
of currency translation reserves due to
 
liquidation of ERB Istanbul Holding A.S. (note 23.1).
Changes in liabilities arising from financing activities
During the year ended
 
31 December 2022,
 
changes in the Group’s liabilities arising
 
from financing activities, other
 
than lease liabilities
(note 41),
 
are attributable
 
to: a) debt
 
issuance amounting
 
to € 1,070
 
million (2021: €
 
1,141 million) (net
 
of issuance costs),
 
b) debt
repayment amounting to € 11 million (2021: €
 
156 million) and c) accrued
 
interest and amortisation of debt issuance costs amounting
to € 57.1 million (2021: € 10.4 million).
17.
 
Due from credit institutions
2022
2021
€ million
€ million
Pledged deposits with banks
911
2,002
Placements and other receivables from banks
196
206
Current accounts and settlement balances with banks
222
302
Total
1,329
2,510
As at
 
31 December
 
2022, the
 
Group’s
 
pledged deposits
 
with banks
 
mainly include:
 
a) €
 
873 million
 
mainly cash
 
collaterals
 
on risk
mitigation contracts for derivative transactions and repurchase agreements (CSAs, GMRAs) and b) € 37 million cash collateral relating
to the sale of former Romanian subsidiaries.
The
 
Group's
 
exposure
 
arising
 
from
 
credit
 
institutions,
 
as
 
categorized
 
by
 
counterparty's
 
geographical
 
region,
 
is
 
presented
 
in
 
the
following table:
2022
2021
€ million
€ million
Greece
42
36
Other European countries
1,217
2,249
Other countries
70
225
Total
1,329
2,510
18.
 
Securities held for trading
2022
2021
€ million
€ million
Debt securities (note 5.2.1.3)
87
69
Equity securities
47
50
Total
134
119
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
109
|
Page
 
31 December 2022 Consolidated Financial Statements
19.
 
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments
 
both for hedging and non-hedging purposes.
The table below presents the fair values of the Group’s derivative financial instruments by product type and hedge relationship along
with
 
their
 
notional
 
amounts.
 
The
 
notional
 
amounts
 
of
 
derivative
 
instruments
 
provide
 
a
 
basis
 
for
 
comparison
 
with
 
instruments
recognized on
 
the balance sheet
 
but do not
 
necessarily indicate the
 
amounts of future
 
cash flows involved
 
or the current
 
fair value
of the instruments and, therefore, are
 
not indicative of the Group’s
 
exposure at the reporting date.
31 December 2022
31 December 2021
Contract /
notional
amount
Fair values
Contract /
notional
amount
Fair values
Assets
Liabilities
Assets
Liabilities
€ million
€ million
€ million
€ million
€ million
€ million
Derivatives for which hedge accounting is
not applied/ held for trading
- Interest rate swaps
35,481
1,778
1,372
29,758
1,738
1,352
- Interest rate options⁽¹⁾
3,616
74
96
3,599
41
97
- Cross currency interest
 
rate swaps
-
-
-
41
3
3
- Foreign exchange contracts⁽²⁾
3,686
62
71
3,682
53
25
- Other ⁽³⁾
154
2
2
195
2
2
1,916
1,541
1,837
1,479
Derivatives designated as fair value hedges
- Interest rate swaps
7,277
463
431
3,732
82
804
- Interest rate swaps/portfolio hedging
4,792
180
-
- Interest rate floors
7,791
-
55
-
-
-
643
486
82
804
Derivatives designated as cash flow hedges
- Interest rate swaps
-
-
-
1,852
30
54
- Cross currency interest
 
rate swaps
1,646
2
78
1,632
0
57
2
78
30
111
Offsetting (notes 5.2.1.4 and 32)
- Interest rate swaps
(1,376)
(444)
Total derivatives
 
assets/liabilities
1,185
1,661
1,949
2,394
(1)
Interest rate options include interest rate caps and floors and swaptions.
(2)
 
It includes currency swaps, forwards and options
(3)
It includes credit default swaps, warrants, commodity derivatives, futures and exchange traded equity options.
Information on the fair value measurement
 
and offsetting of derivatives is provided
 
in notes 5.3 and 5.2.1.4, respectively.
In response to the heightened market volatility,
 
and particular the increase in interest rate levels and bond yields since the beginning
of 2022,
 
the Group
 
discontinued certain
 
hedging relationships
 
designated as
 
fair value
 
and cash
 
flow hedging
 
of interest
 
rate risk,
which had been initiated in a low interest rate
 
environment and fulfilled to a significant extent
 
their hedging purpose. The derivative
positions were
 
gradually liquidated
 
over the first
 
quarter of 2022,
 
while in parallel
 
new economic hedges
 
were initiated
 
to manage
the Group’s
 
interest rate
 
exposures on
 
a portfolio
 
level. Such
 
economic hedges
 
were eventually
 
liquidated towards
 
the end
 
of the
second quarter of 2022, since Management, in the context of its updated hedging strategy
 
and risk management objectives, decided
to enter into new interest rate
 
swaps designated upon their inception as hedging instruments for which hedge accounting is applied.
The realized gains from the
 
aforementioned actions on the
 
Group’s hedging strategies, due to the
 
increase in interest rates, amounted
to approximately € 390 million (note
 
9).
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
110
|
Page
 
31 December 2022 Consolidated Financial Statements
Furthermore, the significant movements in interest
 
and inflation rates, especially in longer tenors exacerbated
 
the ineffectiveness of
certain long-dated
 
hedging relationships
 
for which
 
different
 
discount
 
rates
 
apply to
 
the hedged
 
item and
 
hedging instrument.
 
For
these hedging relationships, the hedge ratio fell outside the designated range of 80%-125% allowed by IAS39, both prospectively and
retrospectively,
 
leading to the
 
mandatory discontinuance
 
of the hedge
 
accounting since
 
the relationships
 
no longer
 
met the hedge
accounting
 
criteria.
 
Accordingly,
 
the
 
Bank
 
proceeded
 
to
 
the
 
gradual
 
unwinding
 
of
 
the
 
related
 
interest
 
rate
 
swaps,
 
realizing
approximately
 
€ 160
 
million gains
 
(note 9),
 
while at
 
the same
 
time entered
 
into new
 
ones of
 
shorter tenor,
 
so as
 
to ensure
 
hedge
effectiveness going forward.
The
 
Group
 
uses
 
certain
 
derivatives
 
and
 
other
 
financial
 
instruments,
 
designated
 
in
 
a
 
qualifying
 
hedge
 
relationship,
 
to
 
reduce
 
its
exposure to market
 
risks. The hedging practices
 
applied by the Group,
 
as well as the
 
relevant accounting
 
treatment are disclosed
 
in
note 2.2.3. In particular:
(a) Fair value hedges
The Group
 
hedges a
 
portion of
 
its existing
 
interest
 
rate risk
 
resulting from
 
any potential
 
change in
 
the fair
 
value of
 
fixed rate
 
debt
securities or fixed rate loans, denominated both in local and foreign
 
currencies, using interest rate
 
swaps and cross currency interest
rate swaps. In 2022, the Group recognized a gain of € 886 million (2021: € 60 million loss) from changes in the carrying amount of the
hedging instruments
 
and € 862 million loss
 
(2021: € 68 million
 
gain)
 
from changes in
 
the fair value
 
of the hedged items
 
attributable
to the
 
hedged risk. The
 
amount of hedge
 
ineffectiveness recognized
 
for 2022
 
in “Net trading
 
income/
 
(loss)” was
 
€ 24 million
 
gain
(2021: € 8 million gain).
(b) Fair value hedges – portfolios of assets
The Group hedges a portion of its existing interest rate risk resulting from any potential
 
change in the fair value of a portfolio of fixed
rate loans
 
including securitized notes
 
initially issued and subsequently
 
held by the Group
 
(macro-hedging), using a group
 
of interest
rate
 
swaps. The
 
Group
 
primarily designates
 
the change
 
in fair
 
value attributable
 
to changes
 
in the
 
benchmark interest
 
rate as
 
the
hedged risk including
 
also assumptions for
 
prepayment risk and,
 
accordingly,
 
enters into
 
interest rate
 
swaps whereby
 
the fixed legs
represent the economic risks of the hedged items. In 2022, the Group recognized a gain of € 180 million from changes in the carrying
amount of the hedging instruments and € 159 million loss from changes in the fair value of the designated hedged items attributable
to the hedged
 
risk. Accordingly,
 
the amount of
 
hedge ineffectiveness
 
recognized for
 
2022 in “Net
 
trading income/
 
(loss)” was €
 
21
million gain.
The Group also
 
hedges the variability
 
deriving from the
 
fair value changes
 
of purchased
 
interest rate
 
floors embedded
 
in portfolios
of floating rate loans and debt securities by writing the floors in the market. In 2022, the
 
Group recognized a gain of € 20 million from
changes in the carrying amount of the hedging instruments, and € 20 million loss from
 
changes in the fair value
 
of the hedged items
attributable to the hedged risk.
(c) Cash flow hedges
The Group hedges
 
a portion of
 
its existing interest
 
rate and
 
foreign currency
 
risk resulting from
 
any cash flow
 
variability on floating
rate
 
performing customer
 
loans or
 
floating rate
 
deposits, denominated
 
both in
 
local and
 
foreign
 
currency,
 
or unrecognized
 
highly
probable forecast transactions,
 
using interest rate and
 
cross currency interest rate
 
swaps. For the year ended 31 December 2022, an
amount of € 19 million gain was recognised in other comprehensive income in relation to derivatives
 
designated as cash flow hedges
(2021: €
 
51 million
 
gain). Furthermore,
 
in 2022,
 
the ineffectiveness
 
recognized
 
in the
 
income statement
 
that arose
 
from cash
 
flow
hedges was nil (2021: nil).
In addition, the Group
 
uses other derivatives,
 
not designated in a
 
qualifying hedge relationship,
 
to manage its exposure
 
primarily to
interest rate and foreign currency risks. Non
 
qualifying hedges are derivatives entered into as
 
economic hedges of assets
 
and liabilities
for which hedge accounting
 
was not applied. The said derivative
 
instruments are monitored
 
and have been classified for
 
accounting
purposes along with those held for trading.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
111
|
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31 December 2022 Consolidated Financial Statements
The
 
Group's
 
exposure
 
in
 
derivative
 
financial
 
assets,
 
as
 
categorized
 
by
 
counterparty's
 
geographical
 
region
 
and
 
industry
 
sector,
 
is
presented in the following tables:
31 December 2022
Greece
Other
 
European
countries
Other
 
countries
Total
€ million
€ million
€ million
€ million
Sovereign
249
-
-
249
Banks
12
291
570
873
Corporate
51
12
-
63
Total
312
303
570
1,185
31 December 2021
Greece
Other
 
European
countries
Other
 
countries
Total
€ million
€ million
€ million
€ million
Sovereign
1,105
-
-
1,105
Banks
4
466
261
731
Corporate
109
0
4
113
Total
1,218
466
265
1,949
As at 31 December 2022,
 
the net carrying value
 
of the derivatives with
 
the Hellenic Republic amounted
 
to a liability of €
 
489 million
(31 December 2021: € 1,100 million asset).
At 31 December 2022 and 2021,
 
the maturity profile of the nominal amount
 
of the financial instruments designated
 
by the Group in
hedging relationships is presented in the tables
 
below:
31 December 2022
Fair Value Hedges
 
Cash Flow Hedges
 
1 - 3
months
 
3 - 12
months
1-5 years
 
Over 5
years
Total
3 - 12
months
1-5 years
 
Over 5
years
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Interest rate swaps⁽¹⁾
255
24
2,884
4,114
7,277
-
-
-
-
Interest rate options
-
-
800
6,991
7,791
-
-
-
-
Cross currency interest rate
swaps
-
-
-
-
-
101
1,545
-
1,646
Total
255
24
3,684
11,105
15,068
101
1,545
-
1,646
31 December 2021
Fair Value Hedges
 
Cash Flow Hedges
1 - 3
months
 
3 - 12
months
1-5 years
 
Over 5
years
Total
3 - 12
months
1-5 years
 
Over 5
years
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Interest rate swaps
39
13
500
3,180
3,732
19
728
1,105
1,852
Cross currency interest
 
rate swaps
-
-
-
-
-
48
1,584
-
1,632
Total
39
13
500
3,180
3,732
67
2,312
1,105
3,484
(1)
Nominal amount
of interest rate swaps designated as fair value portfolio hedges is not included.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
112
|
Page
 
31 December 2022 Consolidated Financial Statements
(a) Fair value hedges
The following
 
tables present
 
data relating
 
to the hedged
 
items under fair
 
value hedges
 
for the years
 
ended 31 December
 
2022 and
2021:
31 December 2022
Carrying
amount/Exposure
designated as
hedged
 
Accumulated
amount of FV
hedge
adjustments
related to the
hedged item
 
Change in value as
the basis for
recognising hedge
ineffectiveness
€ million
€ million
 
€ million
Loans and advances to customers⁽¹⁾
12,693
(216)
(225)
Debt securities AC⁽¹⁾
3,978
(17)
(431)
Debt securities FVOCI
1,336
(157)
(266)
Debt securities in issue
2,373
(120)
(120)
Total
20,380
(510)
(1,042)
31 December 2021
Carrying amount/
Exposure
designated as
hedged
 
Accumulated
amount of FV
hedge adjustments
related to the
hedged item
 
Change in value as
the basis for
recognising hedge
ineffectiveness
€ million
€ million
€ million
Loans and advances to customers⁽¹⁾
470
16
(5)
Debt securities AC
2,208
531
179
Debt securities FVOCI
2,573
94
(105)
Total
5,251
641
69
(1)
For loans
 
and advances
 
to customers
 
hedges and
 
debt securities
 
at amortised
 
cost
 
included in
 
portfolio hedges,
 
the exposure
 
designated as
 
hedged is
presented.
At 31 December
 
2022, the accumulated
 
amounts
 
of fair value
 
hedge adjustments
 
remaining in the balance
 
sheet for any
 
items that
have ceased to be adjusted for
 
hedging gains and losses were € 279 million assets for
 
debt securities held at AC, € 4 million liabilities
for debt issued and € 19 million liabilities for adjustments related to debt securities held at FVOCI (2021: € 190 million assets for debt
securities held at AC).
(b) Cash flow hedges
The cash
 
flow hedge
 
reserves for
 
continuing hedges
 
as at
 
31 December
 
2022 were
 
€ 4
 
million gain
 
(2021: €
 
3 million
 
gain), which
relate to loans
 
and advances to customers
 
(2021: € 4 million gain
 
relates to loans
 
and advances to
 
customers and €
 
1 million loss to
deposits).
As at 31 December 2022, the
 
balances remaining in the cash
 
flow hedge reserve from
 
any cash flow hedging
 
relationships for which
hedge accounting is no longer applied was € 20 million loss (2021: € 19 million loss).
The reconciliation of the components of Group’s
 
special reserves including cash flow hedges is provided in note 38.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
 
113
|
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31 December 2022 Consolidated Financial Statements
20.
 
Loans and advances to customers
2022
2021
€ million
€ million
Loans and advances to customers at amortised cost
 
 
- Gross carrying amount
43,450
40,815
 
- Impairment allowance
(1,626)
(1,872)
Carrying Amount
41,824
38,943
Fair value changes of loans in portfolio hedging of interest rate
 
risk
(163)
-
Loans and advances to customers at FVTPL
16
23
Total
41,677
38,967
The table below presents the carrying amount of loans and advances to customers
 
per product line and per stage as at 31 December
2022:
31 December 2022
31 December 2021
12-month ECL-
Stage 1
Lifetime
 
ECL-
Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Total amount
Total amount
€ million
€ million
€ million
€ million
€ million
Loans and advances to customers at
amortised cost
Mortgage lending:
 
- Gross carrying amount
6,832
2,825
545
10,201
10,105
 
- Impairment allowance
(21)
(160)
(229)
(409)
(325)
Carrying Amount
6,810
2,665
316
9,792
9,780
Consumer lending:
 
- Gross carrying amount
2,669
427
257
3,353
3,242
 
- Impairment allowance
(37)
(48)
(186)
(271)
(340)
Carrying Amount
2,633
379
70
3,082
2,902
Small Business lending:
 
- Gross carrying amount
2,668
740
434
3,842
3,753
 
- Impairment allowance
(23)
(72)
(229)
(324)
(326)
Carrying Amount
2,645
668
205
3,518
3,427
Wholesale lending:⁽²⁾⁽³⁾
 
- Gross carrying amount
 
23,448
1,581
1,024
26,054
23,716
 
- Impairment allowance
(68)
(75)
(478)
(621)
(881)
Carrying Amount
23,380
1,506
546
25,432
22,835
Total loans and advances to customers
 
at
AC
 
- Gross carrying amount
35,618
5,573
2,259
43,450
40,815
 
- Impairment allowance
(149)
(355)
(1,121)
(1,626)
(1,872)
Carrying Amount
35,468
5,218
1,138
41,824
38,943
Fair value changes of loans in portfolio
hedging of interest rate risk
(163)
-
Loans and advances to customers at FVTPL
 
Carrying Amount⁽⁴⁾
16
23
Total
 
41,677
38,967
.
(1)
 
As at 31 December 2022,
 
POCI loans of € 43
 
million gross carrying amount (of
 
which € 41 million included in
 
non performing exposures) and €
 
6.5 million
impairment allowance are presented in ‘Lifetime ECL – stage 3 and
 
POCI’ (31 December 2021: € 44 million
 
gross carrying amount and € 6.4 million impairment
allowance).
 
(2)
 
Includes € 4,901 million related to the senior notes of Pillar, Cairo and Mexico securitizations, which have been categorized in Stage 1.
(3)
Includes loans to public sector.
(4)
 
Includes € 9.9 million related to the mezzanine notes of the Pillar, Cairo and Mexico securitizations.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
114
|
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31 December 2022 Consolidated Financial Statements
Loans and advances to customers – Project Solar
In the context
 
of its NPE management strategy,
 
the Group has structured
 
another NPE securitization transaction
 
(project ‘Solar’), as
part
 
of
 
a joint
 
initiative
 
with
 
the
 
other
 
Greek
 
systemic
 
banks
 
initiated
 
since
 
2018,
 
in
 
order
 
to
 
decrease
 
further
 
its
 
NPE
 
ratio
 
and
strengthen
 
its
 
balance
 
sheet
 
de-risking.
 
In
 
addition,
 
the
 
Group
 
targets
 
to
 
the
 
prudential
 
and
 
accounting
 
derecognition
 
of
 
the
underlying
 
corporate
 
loan
 
portfolio
 
from
 
its
 
balance
 
sheet
 
by
 
achieving
 
a
 
Significant
 
Risk
 
Transfer
 
(SRT)
 
and
 
including
 
‘Solar’
securitization under the Hellenic Asset Protection Scheme (HAPS), thus
 
the senior note of the securitization to become
 
entitled to the
Greek State’s
 
guarantee.
 
In parallel,
 
the Management
 
along with
 
the other
 
participating banks
 
have
 
initiated
 
actions towards
 
the
disposal of the majority stake of the mezzanine
 
and junior notes to be issued in the context
 
of the above-mentioned securitization.
Accordingly, as of 30 June
 
2022, the Group
 
classified the underlying
 
corporate loan portfolio as
 
held for sale,
 
while the remeasurement
of the portfolio’s expected credit
 
losses, in accordance with the Group’s accounting
 
policy for the impairment of financial assets, had
no significant impact
 
in impairment losses from
 
loans and advances to
 
customers. The impairment
 
loss was calculated
 
by reference
to
 
the
 
estimated
 
fair
 
value
 
of
 
the
 
notes
 
to
 
be
 
retained
 
by
 
the
 
Group
 
upon
 
the
 
completion
 
of
 
transaction
 
and
 
the
 
expected
consideration
 
to
 
be
 
received
 
by
 
the
 
sale
 
of
 
mezzanine
 
and
 
junior
 
notes.
 
As
 
at
 
31
 
December
 
2022,
 
the
 
carrying
 
amount
 
of
 
the
aforementioned loan
 
portfolio reached €
 
69 million, comprising loans
 
with gross carrying
 
amount of € 268
 
million, which carried an
impairment allowance of € 199 million.
 
Furthermore, the impairment allowance of the letters of guarantee included in
 
the underlying
portfolio reached € 1 million and was presented
 
in “liabilities of disposal groups classified as held for sale” (note 30).
As at
 
31 December
 
2022, following
 
the classification
 
of project
 
“Solar” underlying
 
loan portfolio
 
as held
 
for sale,
 
the Group’s
 
NPE
stock amounted to €
 
2.3 billion (31 December 2021: € 2.8 billion) driving the
 
NPE ratio to 5.2% (31 December 2021:
 
6.8%), while the
NPE coverage ratio
 
stood at 74.6% (31 December 2021: 69.2%).
Loans and advances to customers – Project Wave
In December 2022, the Bank, proceeded with
 
the execution of the third
 
synthetic risk transfer
 
transaction (project “Wave
 
III”) in the
form
 
of
 
a
 
financial
 
guarantee,
 
providing
 
credit
 
protection
 
over
 
the
 
mezzanine
 
loss
 
of
 
a
 
portfolio
 
of
 
performing
 
shipping
 
loans
amounting to $ 1.7 billion (the reference
 
portfolio). Similarly to the previous
 
two synthetic risk transfer
 
transactions (projects ‘Wave
I’ and ‘Wave II’), that were executed
 
in December 2021 over a reference portfolio of performing
 
SMEs and large corporate loans of €
1.7
 
billion,
 
the
 
Wave
 
III
 
transaction
 
was
 
accounted
 
for
 
as
 
a
 
purchased
 
financial
 
guarantee
 
contract
 
that
 
is
 
not
 
integral
 
to
 
the
contractual terms of
 
the reference
 
portfolio, where
 
a compensation right resulting
 
from the expected credit
 
losses of the protected
loans
 
is recognized,
 
to
 
the
 
extent
 
that
 
it
 
is virtually
 
certain
 
that
 
the Group
 
will be
 
reimbursed
 
for
 
the credit
 
losses
 
incurred.
 
The
reference portfolios of
 
Wave projects continued
 
to be recognised on the Group’s
 
Balance Sheet.
As at 31 December
 
2022, the Wave
 
III transaction, that
 
was performed in
 
the context of
 
the Group’s
 
initiatives for the
 
optimization
of its regulatory capital, resulted in a capital
 
benefit of 40 bps.
Securitizations of loan portfolios originated by the Group
The Group
 
in the
 
context
 
of the
 
achievement
 
of its
 
NPE reduction
 
targets
 
has entered
 
into the
 
securitization
 
of various
 
classes of
primarily NPE
 
through the
 
issue of senior,
 
mezzanine and
 
junior notes,
 
which resulted,
 
as described below,
 
in the derecognition
 
of
the underlying loan portfolios and the recognition of the retained
 
notes.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
115
|
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31 December 2022 Consolidated Financial Statements
‘Mexico’ securitization
In
 
May
 
2021, the
 
Bank, through
 
its
 
special purpose
 
financing
 
vehicle
 
(SPV)
 
‘Mexico
 
Finance
 
Designated
 
Activity
 
Company’ issued
senior,
 
mezzanine and
 
junior notes
 
of total
 
nominal amount
 
of ca. €
 
5.2 billion,
 
via a securitization
 
of a mixed
 
portfolio comprising
primarily NPE of total principle amount due of ca.
 
€ 5.2 billion and gross carrying amount of
 
ca. € 3.2 billion, which were fully retained
by the Bank. The Group included ‘’Mexico” securitization
 
under the Hellenic Asset Protection Scheme (HAPS) thus the senior
 
note of
the securitization became entitled to the Greek State’s
 
guarantee.
In June 2021, the General Shareholders’ Meeting of
 
the Bank (GM),
 
approved the distribution of the 95%
 
of the mezzanine and junior
notes of Mexico
 
securitization to its
 
parent company
 
through the decrease in
 
kind of the Bank’s
 
share capital. The
 
Bank applied the
use of book values in
 
intercompany distributions of non-cash assets, consistently with the accounting policies
 
already applied in other
types of common control
 
transactions. Therefore,
 
the reduction of the
 
Bank’s total
 
equity was determined
 
by the book value
 
of the
assets distributed.
The settlement of
 
the aforementioned
 
distribution in kind, that
 
took place in September
 
2021, resulted in the
 
de-recognition of the
underlying loan portfolio and the related
 
assets and liabilities from the Bank’s
 
balance sheet, on the basis that the
 
latter transferred
substantially
 
all risks
 
and rewards
 
of the
 
portfolio’s
 
ownership and
 
relinquished its
 
control over
 
it. In
 
addition, the
 
Bank ceased
 
to
control the SPV and the related real estate
 
company, which resides
 
with the majority stake of Class B noteholders. At the same time,
Eurobank Holdings
 
accounted for
 
the distribution
 
in kind as
 
dividend, recognizing
 
in profit
 
and loss the
 
fair value
 
of the distributed
notes, ie. 95% of
 
the mezzanine and junior notes.
 
Moreover, Eurobank Holdings obtained the direct control of the SPV
 
and the related
real estate company.
In September
 
2021, the BoD
 
of Eurobank
 
Holdings approved
 
to proceed
 
with the sale
 
of 95% of
 
the mezzanine
 
and junior
 
notes of
Mexico securitization to doValue S.p.A. and the ongoing servicing of the portfolio by doValue Group. Accordingly,
 
as at 30 September
2021, the
 
Group proceeded
 
with the
 
re-measurement
 
of the
 
portfolio’s
 
expected credit
 
losses, considering
 
the estimated
 
date for
the
 
Mexico
 
loan
 
portfolio’s
 
derecognition
 
from
 
its
 
balance
 
sheet,
 
in
 
accordance
 
with
 
its
 
accounting
 
policy
 
for
 
the
 
impairment
 
of
financial assets and recognized an impairment loss of € 72 million in the
 
third quarter of 2021.
The transaction
 
with doValue
 
Group for
 
the sale of
 
the 95% of
 
the mezzanine
 
and junior notes
 
retained by
 
Eurobank Holdings
 
was
concluded in December
 
2021, after the
 
fulfillment of all conditions
 
and having received
 
all appropriate
 
approvals. As
 
a result of the
aforementioned sale, the Group ceased
 
to control the SPV as
 
well as the
 
related real estate company and derecognized the underlying
loan portfolio from
 
its balance sheet,
 
on the basis
 
that it transferred
 
substantially all
 
risks and rewards
 
of the portfolio’s
 
ownership
and ceased to have
 
control over
 
the securitized loans,
 
which resides with the
 
majority stake
 
of Class B noteholders.
 
In addition, the
Group
 
recognized
 
the retained
 
notes on
 
its balance
 
sheet i.e.
 
100% of
 
the senior
 
and 5%
 
of the
 
mezzanine and
 
junior notes,
 
with
carrying amount € 1,539 million at 31 December 2022 (31 December 2021: € 1,624 million).
 
The derecognition of the underlying loan
portfolio
 
from
 
the
 
Group’s
 
balance
 
sheet
 
resulted
 
in
 
a
 
derecognition
 
loss
 
of
 
 
5
 
million,
 
which
 
was
 
presented
 
in
 
‘other
income/expenses’.
‘Cairo’ securitization
In June
 
2019, the
 
Group, through
 
the special
 
purpose financing
 
vehicles (SPVs)
 
‘Cairo No.
 
1 Finance
 
Designated Activity
 
Company’,
‘Cairo No. 2 Finance Designated
 
Activity Company’ and ‘Cairo No. 3 Finance Designated
 
Activity Company’,
 
issued senior,
 
mezzanine
and junior notes of total face value of ca. € 7.5 billion, via a securitization
 
of a mixed portfolio consisting primarily of non-performing
loans
 
(NPE)
 
(“Cairo”
 
securitization).
 
In
 
December
 
2019,
 
the
 
Group
 
announced
 
that
 
it
 
has
 
entered
 
into
 
a binding
 
agreement
 
with
doValue S.p.A. for the sale
 
of 20% of
 
the mezzanine and 50.1%
 
of the junior
 
notes of “Cairo”
 
securitization. The Group included
 
“Cairo”
securitization under
 
the Hellenic Asset
 
Protection Scheme
 
(HAPS) thus
 
the senior
 
note of
 
the securitization
 
became entitled
 
to the
Greek State’s
 
guarantee.
In June 2020,
 
the sale of
 
the aforementioned
 
notes was
 
completed and,
 
as a result,
 
the Group ceased
 
to control
 
the Cairo
 
SPVs on
the basis that it does not have
 
the power to direct their
 
relevant activities. Furthermore,
 
in June 2020, Eurobank Holdings,
 
following
a decision of the Board of
 
Directors (BoD), proceeded
 
to the contribution of the
 
retained Cairo notes,
 
i.e. 75% of the mezzanine and
44.9% of
 
the junior
 
notes, along
 
with an
 
amount of
 
€ 1.5
 
million in
 
cash to
 
its Cyprus-based
 
subsidiary Mairanus
 
Ltd, renamed
 
to
‘Cairo Mezz Plc’,
 
in exchange for
 
the newly-issued shares
 
of the aforementioned
 
subsidiary.
 
In July 2020, the
 
General Shareholders’
Meeting of the Company
 
approved the distribution of Cairo
 
Mezz Plc shares to
 
Eurobank Holding’s shareholders through the decrease
in kind of its share capital.
 
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
 
116
|
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31 December 2022 Consolidated Financial Statements
In September 2020,
 
following the completion
 
of the distribution
 
of the Cairo
 
Mezz Plc shares,
 
the underlying loan
 
portfolio and the
related assets and liabilities were derecognized
 
from the Group’s
 
balance sheet, on the basis that at that time the Group transferred
substantially all risks
 
and rewards of the portfolio’s
 
ownership and ceased to have
 
control over the securitized
 
portfolio. In addition,
the Group recognized
 
the retained notes
 
on its balance sheet,
 
i.e. 100% of the
 
senior notes, 5% of
 
mezzanine and junior
 
notes with
carrying amount € 2,332 million at 31 December 2022 (31 December 2021: € 2,432
million).
 
‘Pillar’ securitization
In
 
June
 
2019, the
 
Group,
 
through
 
the special
 
purpose
 
financing vehicle
 
(SPV)
 
‘Pillar
 
Finance Designated
 
Activity
 
Company’ issued
senior,
 
mezzanine
 
and
 
junior
 
notes
 
of
 
total
 
value
 
of
 
ca.
 
 
2
 
billion,
 
via
 
a
 
securitization
 
of
 
residential
 
mortgage
 
primarily
 
NPE.
 
In
September 2019, the Group sold 95% of the above-mentioned mezzanine and
 
junior notes to Celidoria S.A R.L. Upon the completion
of the
 
sale, the
 
Group ceased
 
to control
 
the SPV
 
and derecognized
 
the underlying
 
loan portfolio
 
in its
 
entirety,
 
on the
 
basis that
 
it
transferred substantially
 
all the risks and rewards of the underlying loan portfolio’s
 
ownership. In addition, the Group recognized the
retained
 
notes, i.e.
 
100% of
 
the senior,
 
5% of
 
the mezzanine
 
and junior
 
notes, on
 
its balance
 
sheet with
 
carrying amount
 
€ 1,039
million at 31 December 2022 (31 December 2021: € 1,060 million).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
117
|
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31 December 2022 Consolidated Financial Statements
21.
 
Impairment allowance for loans and advances to customers
The following tables present the movement
 
of the impairment allowance on loans and advances to customers
 
(expected credit losses – ECL):
31 December 2022
Wholesale
Mortgage
Consumer
Small business
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Impairment allowance as at 1 January
69
76
737
17
138
170
44
39
257
41
58
227
1,872
New loans and advances originated or
purchased
29
 
-
 
-
2
 
-
 
-
21
 
-
 
-
6
 
-
 
-
58
Transfers between stages
 
- to 12-month ECL
20
(20)
(0)
10
(9)
(1)
14
(8)
(5)
13
(10)
(3)
-
 
- to lifetime ECL
(12)
13
(1)
(4)
24
(20)
(8)
24
(15)
(7)
19
(12)
 
-
 
 
- to lifetime ECL credit-impaired loans
(6)
(8)
14
(1)
(9)
10
(5)
(7)
11
(2)
(7)
9
-
Impact of ECL net remeasurement
(35)
13
(1)
(3)
12
100
(25)
(0)
91
(30)
12
69
202
Recoveries from written - off loans
 
-
 
 
-
 
23
 
-
 
 
-
 
9
 
-
 
 
-
 
12
 
-
 
 
-
 
9
53
Loans and advances derecognised/
reclassified as held for sale during the
year⁽²⁾
 
-
 
(0)
(202)
 
-
 
 
-
 
(0)
 
-
 
 
-
 
-
 
-
 
 
-
 
(1)
(203)
Amounts written off⁽³⁾
 
-
 
 
-
 
(87)
 
-
 
 
-
 
(10)
 
-
 
 
-
 
(141)
 
-
 
 
-
 
(53)
(290)
Unwinding of Discount
 
-
 
 
-
 
(11)
 
-
 
 
-
 
(1)
 
-
 
 
-
 
(3)
 
-
 
 
-
 
(2)
(18)
Foreign exchange and other movements
 
4
1
5
(0)
3
(27)
(4)
1
(21)
2
1
(14)
(49)
Impairment allowance as at 31 December
68
75
478
21
160
229
37
48
186
23
72
229
1,626
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
118
|
Page
 
31 December 2022 Consolidated Financial Statements
31 December 2021
Wholesale
Mortgage
Consumer
Small business
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
12-month
ECL
-Stage 1
Lifetime ECL
-Stage 2
Lifetime ECL -
Stage 3 and
 
POCI⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Impairment allowance as at 1 January
83
108
1,052
24
152
665
41
61
617
35
119
520
3,477
New loans and advances originated or
purchased
17
 
-
 
-
1
 
-
 
-
22
 
-
 
-
5
 
-
 
-
45
Transfers between stages
 
- to 12-month ECL
16
(11)
(5)
18
(15)
(2)
21
(17)
(4)
38
(37)
(2)
-
 
- to lifetime ECL
 
(6)
13
(7)
(7)
80
(73)
(3)
23
(20)
(3)
23
(20)
 
-
 
 
- to lifetime ECL credit-impaired loans
(1)
(22)
22
(1)
(16)
17
(3)
(16)
18
(3)
(19)
22
 
-
 
Impact of ECL net remeasurement
(35)
(10)
138
(15)
(26)
232
(31)
(12)
138
(30)
(5)
138
480
Recoveries from written - off loans
 
-
 
 
-
 
7
 
-
 
 
-
 
3
 
-
 
 
-
 
10
 
-
 
 
-
 
5
25
Loans and advances
derecognised/reclassified as held for sale
during the year⁽²⁾
(0)
(3)
(271)
(0)
(34)
(604)
(0)
(1)
(306)
(0)
(25)
(327)
(1,571)
Amounts written off⁽³⁾
 
-
 
 
-
 
(166)
 
-
 
 
-
 
(73)
 
-
 
 
-
 
(145)
 
-
 
 
-
 
(85)
(469)
Unwinding of Discount
 
-
 
 
-
 
(21)
 
-
 
 
-
 
(8)
 
-
 
 
-
 
(7)
 
-
 
 
-
 
(9)
(46)
Foreign exchange and other movements
 
(5)
1
(13)
(3)
(2)
12
(3)
0
(42)
(2)
3
(15)
(69)
Impairment allowance as at 31 December
69
76
737
17
138
170
44
39
257
41
58
227
1,872
(1)
The impairment allowance for POCI loans of € 6.5 million is included in ‘Lifetime ECL – stage 3 and POCI’ (2021: € 6.4 million).
 
(2)
It represents the impairment allowance of loans derecognized due
 
to a) substantial modifications of the
 
loans’ contractual terms, b) securitization and sale
 
transactions, c) debt to equity transactions and those that
 
have been reclassified as
held for sale during the year (notes 20 and 30).
(3)
The contractual amount outstanding on lending exposures that were written off during the year ended 31 December 2022 and that
 
are still subject to enforcement activity is € 111 million (2021: € 217 million).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
119
|
Page
 
31 December 2022 Consolidated Financial Statements
The impairment losses relating
 
to loans and advances
 
to customers recognized
 
in the Group’s
 
income statement
 
for the year ended
31 December 2022
 
amounted to
 
€ 291
 
million (2021: €
 
490 million,
 
including €
 
72 million
 
loss relating
 
to the
 
project Mexico
 
(note
20)) and are analyzed as follows:
2022
2021
€ million
€ million
Impairment loss on loans and advances to customers
(261)
(525)
Net income / (loss) from financial guarantee contracts⁽¹⁾
(22)
-
Modification gain / (loss) on loans and advances to customers
2
18
Impairment (loss)/ reversal for credit
 
related commitments
 
(10)
17
Total
(291)
(490)
(1)
 
It refers to purchased financial guarantee contracts, not integral to the guaranteed loans (projects Wave).
22.
 
Investment securities
2022
2021
€ million
€ million
Investment securities at FVOCI
 
3,828
6,509
Investment securities at amortised cost
 
9,192
4,666
Investment securities at FVTPL
 
241
141
Total
13,261
11,316
Note: information on debt securities of the investment portfolio is presented in note 5.2.1.3
Ιn December 2022,
 
the Bank acquired
 
an additional 3.2%
 
holding in Hellenic
 
Bank Public Company
 
Limited (“Hellenic Bank”),
 
a financial
institution
 
located in
 
Cyprus, for
 
a consideration
 
of €
 
16.74 million.
 
Following
 
this transaction,
 
as at
 
31 December
 
2022, the
 
Bank
holds a 15.8%
 
participation in Hellenic
 
Bank. The said
 
investment is aligned with
 
the overall strategy of
 
the Group to
 
further strengthen
its presence
 
in its
 
core markets
 
in which
 
retains
 
a strategic
 
interest
 
and thus
 
has been
 
designated at
 
FVOCI. Its
 
fair value
 
as at
 
31
December 2022 amounted to € 94.6 million (2021: € 44.4 million).
In addition, on 1
 
December 2022, the Bank announced
 
that it has entered
 
into a share purch
 
ase agreement with Wargaming
 
Group
Limited, pursuant to which it has agreed
 
to acquire an additional 13.41% holding in Hellenic
 
Bank for a consideration of € 70
 
million.
The completion of the said acquisition was subject to the full fulfillment of the relevant
 
regulatory approvals.
Post balance sheet event
On
 
4
 
April
 
2023
 
the
 
Bank
 
announced
 
that,
 
following
 
the
 
receipt
 
of
 
the
 
relevant
 
regulatory
 
approvals,
 
the
 
above
 
acquisition
 
was
completed, and
 
its total
 
holding in Hellenic
 
Bank reached
 
29.2%. Following
 
that, the
 
investment
 
in Hellenic Bank
 
will be accounted
for as a Group’s
 
associate in the consolidated financial statements
 
as of the second quarter of 2023.
.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
120
|
Page
 
31 December 2022 Consolidated Financial Statements
22.1
 
Movement of investment securities
The tables below present the movement of the carrying
 
amount of investment securities per measurement
 
category and per stage:
31 December 2022
Debt securities at FVOCI
 
Investment securities at amortised cost
 
Investment
securities at
FVTPL
 
Equity
securities at
FVOCI
12-month
ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL-
Stage 3
12-month
ECL-
Stage 1
Lifetime ECL-
Stage 2
Lifetime ECL-
Stage 3
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Gross carrying amount at 1
January
6,456
9
-
4,672
-
-
141
44
11,322
Additions, net of disposals and
redemptions
(1,979)
(6)
(14)
4,904
-
-
80
17
3,002
Transfers between stages
(131)
117
14
(40)
6
34
-
-
-
Net gains/(losses) from changes in
fair value for the year
(740)
3
-
-
-
-
16
34
(687)
Amortisation of
premiums/discounts and interest
(42)
(2)
-
64
-
2
0
-
22
Changes in fair value
 
due to hedging⁽¹⁾
-
-
-
(449)
-
(4)
-
-
(453)
Exchange adjustments and other
movements
48
(0)
-
24
-
1
4
-
77
Gross carrying amount at 31
December
3,612
121
-
9,175
6
33
241
95
13,283
Impairment allowance
-
-
-
(12)
(0)
(10)
-
-
(22)
Net carrying amount at 31
December
3,612
121
-
9,163
6
23
241
95
13,261
31 December 2021
Debt securities at
 
FVOCI
 
Investment
securities at
amortised cost
 
Investment
securities at
FVTPL
 
Equity
securities at
FVOCI
12-month ECL-
Stage 1
Lifetime ECL-
Stage 2
12-month ECL-
Stage 1
Total
€ million
€ million
€ million
€ million
€ million
€ million
Gross carrying amount at 1 January
5,444
10
2,789
127
-
8,370
Arising from acquisition (note 23.2)
78
-
-
0
-
78
Additions, net of disposals and redemptions
1,020
-
1,676
8
41
2,745
Transfers between stages
2
(2)
-
-
-
-
Net gains/(losses) from changes in fair value for the year
(132)
1
-
4
3
(124)
Amortisation of premiums/discounts and interest
(21)
(0)
(5)
0
-
(26)
Changes in fair value due to hedging
-
-
179
-
-
179
Exchange adjustments and other movements
65
0
33
2
-
100
Gross carrying amount at 31 December
6,456
9
4,672
141
44
11,322
Impairment allowance
-
-
(6)
-
-
(6)
Net carrying amount at 31 December
6,456
9
4,666
141
44
11,316
(1)
 
Changes in fair value due to continued hedging relationships amount to € 548 million, loss.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
121
|
Page
 
31 December 2022 Consolidated Financial Statements
22.2
 
Movement of ECL
The table below presents the ECL movement per portfolio,
 
including ECL movement analysis per stage:
31 December 2022
31 December 2021
Measured at
amortised cost
Measured at
 
FVOCI
Total
Measured at
amortised cost
Measured at
 
FVOCI
Total
€ million
€ million
€ million
€ million
€ million
€ million
Balance at 1 January
6
12
18
5
10
15
New financial assets purchased
16
2
18
8
8
16
- of which 12-month ECL-Stage 1
16
2
18
8
8
16
Transfers
 
between stages
- (from)/to 12-month ECL-Stage 1
(6)
(11)
(17)
-
0
0
- (from)/to lifetime ECL-Stage 2
0
0
0
-
(0)
(0)
- (from)/to lifetime ECL-Stage 3
6
11
17
-
-
-
Remeasurement due to change in
ECL risk parameters
 
3
13
16
(6)
(6)
(12)
- of which 12-month ECL-Stage 1
(2)
9
7
(6)
(6)
(12)
- of which lifetime ECL-Stage 2
1
4
5
-
(0)
(0)
- of which lifetime ECL-Stage 3
4
-
4
-
-
-
Financial assets disposed during the
year
(3)
(4)
(7)
(0)
(1)
(1)
- of which 12-month ECL-Stage 1
(3)
(4)
(7)
(0)
(1)
(1)
Financial assets redeemed during the
year
-
(10)
(10)
(0)
(0)
(0)
- of which lifetime ECL-Stage 3
-
(10)
(10)
-
-
-
Foreign exchange and other
movements
 
(0)
(1)
(1)
(1)
1
-
Balance as at 31 December
22
12
34
6
12
18
22.3
 
Equity reserve: revaluation of the investment
 
securities at FVOCI
Gains
 
and
 
losses
 
arising
 
from
 
the
 
changes
 
in
 
the
 
fair
 
value
 
of
 
investment
 
securities
 
at
 
FVOCI
 
are
 
recognized
 
in
 
a
 
corresponding
revaluation reserve in equity.
 
The movement of the reserve is as follows:
2022
2021
€ million
€ million
Balance at
 
1 January
322
415
Net gains/(losses) from changes in fair value
(702)
(128)
Tax (expense)/benefit
180
33
Revaluation reserve from associated undertakings, net of tax
(33)
(4)
(555)
(99)
Net (gains)/losses transferred to net profit on disposal
29
(99)
ECL transferred to net profit
4
3
Tax (expense)/benefit on net (gains)/losses
 
transferred to net profit on disposal
(7)
28
Tax (expense)/benefit on ECL
 
transferred to net profit
(1)
(1)
25
(69)
Net (gains)/losses transferred to net profit from
 
fair value hedges
270
105
Tax (expense)/benefit
(73)
(30)
197
75
Balance at 31 December
(10)
322
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
122
|
Page
 
31 December 2022 Consolidated Financial Statements
23.
 
Group composition
23.1
 
Shares in subsidiaries
The following is a listing of the Company's subsidiaries as at 31 December 2022, included in the consolidated financial statements
 
for
the year ended 31 December 2022:
Name
Note
Percentage
holding
Country of
incorporation
Line of business
Eurobank S.A.
100.00
Greece
Banking
Be Business Exchanges S.A. of Business Exchanges
Networks and Accounting and Tax Services
98.01
Greece
Business-to-business e-commerce,
accounting, tax and sundry services
Eurobank Asset Management Mutual Fund Mngt
Company Single Member S.A.
100.00
Greece
Mutual fund and asset management
Eurobank Equities Investment Firm Single Member
S.A.
100.00
Greece
Capital markets and advisory services
Eurobank Leasing Single Member S.A.
100.00
Greece
Leasing
Eurobank Factors Single Member S.A.
100.00
Greece
Factoring
Herald Greece Single Member Real Estate
development and services S.A. 1
100.00
Greece
Real estate
Herald Greece Single Member Real Estate
development and services S.A. 2
100.00
Greece
Real estate
Standard Single Member Real Estate S.A.
100.00
Greece
Real estate
 
Cloud Hellas Single Member Ktimatiki S.A.
100.00
Greece
Real estate
 
Piraeus Port Plaza 1 Single Member Development S.A.
100.00
Greece
Real estate
 
(Under liquidation) Anchor Hellenic Investment
Holding Single Member S.A.
100.00
Greece
Real estate
 
Athinaiki Estate Investments Single Member S.A.
 
100.00
Greece
Real estate
 
Piraeus Port Plaza 2 Single Member Development S.A.
100.00
Greece
Real estate
 
Piraeus Port Plaza 3 Single Member Development S.A.
100.00
Greece
Real estate
 
Tenberco Real Estate
 
Single Member S.A.
100.00
Greece
Real estate
 
Value Touristiki Single Member Development S.A.
100.00
Greece
Real estate
 
Eurobank Bulgaria A.D.
 
99.99
Bulgaria
Banking
IMO Property Investments Sofia E.A.D.
100.00
Bulgaria
Real estate services
ERB Hellas (Cayman Islands) Ltd
k
100.00
Cayman Islands
Special purpose financing vehicle
Berberis Investments Ltd
100.00
Channel Islands
Holding company
Eurobank Cyprus Ltd
100.00
Cyprus
Banking
ERB New Europe Funding III Ltd
100.00
Cyprus
Finance company
Foramonio Ltd
100.00
Cyprus
Real estate
 
NEU 03 Property Holdings Ltd
100.00
Cyprus
Holding company
NEU Property Holdings Ltd
100.00
Cyprus
Holding company
Lenevino Holdings Ltd
100.00
Cyprus
Real estate
 
Rano Investments Ltd
100.00
Cyprus
Real estate
 
Neviko Ventures Ltd
100.00
Cyprus
Real estate
 
Zivar Investments Ltd
100.00
Cyprus
Real estate
 
Amvanero Ltd
100.00
Cyprus
Real estate
 
Revasono Holdings Ltd
100.00
Cyprus
Real estate
 
Volki Investments Ltd
100.00
Cyprus
Real estate
 
Adariano Investments Ltd
100.00
Cyprus
Real estate
 
Elerovio Holdings Ltd
100.00
Cyprus
Real estate
 
Sagiol Ltd
j
100.00
Cyprus
Holding company
Macoliq Holdings Ltd
j
100.00
Cyprus
Holding company
Senseco Trading Limited
j
100.00
Cyprus
Holding company
Eurobank Private Bank Luxembourg S.A.
100.00
Luxembourg
Banking
Eurobank Fund Management Company (Luxembourg)
S.A.
100.00
Luxembourg
Fund management
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
123
|
Page
 
31 December 2022 Consolidated Financial Statements
ERB Lux Immo S.A.
100.00
Luxembourg
Real estate
 
ERB New Europe Funding B.V.
100.00
Netherlands
Finance company
ERB New Europe Funding II B.V.
100.00
Netherlands
Finance company
ERB New Europe Holding B.V.
100.00
Netherlands
Holding company
ERB IT Shared Services S.A.
100.00
Romania
Informatics data processing
IMO Property Investments Bucuresti S.A.
100.00
Romania
Real estate services
IMO-II Property Investments S.A.
100.00
Romania
Real estate services
Retail Development S.A.
99.99
Romania
Real estate
 
Seferco Development S.A.
99.99
Romania
Real estate
 
Eurobank Direktna a.d.
70.00
Serbia
Banking
ERB Leasing A.D. Beograd-in Liquidation
85.15
Serbia
Leasing
IMO Property Investments A.D. Beograd
100.00
Serbia
Real estate services
Reco Real Property A.D. Beograd
100.00
Serbia
Real estate
 
ERB Hellas Plc
f
100.00
United Kingdom
Special purpose financing vehicle
Karta II Plc
-
United Kingdom
Special purpose financing vehicle
 
Astarti Designated Activity Company
-
Ireland
Special purpose financing vehicle
 
ERB Recovery Designated Activity Company
-
Ireland
Special purpose financing vehicle
 
The following entities are not included in the consolidated
 
financial statements due to immateriality:
(i) the Group’s
 
special purpose financing
 
vehicles and the
 
related holding
 
entities, which are
 
dormant and/or
 
are under liquidation:
Themeleion
 
III
 
Holdings
 
Ltd,
 
Themeleion IV
 
Holdings
 
Ltd,
 
Themeleion Mortgage
 
Finance Plc,
 
Themeleion
 
II Mortgage
 
Finance Plc,
Themeleion
 
III
 
Mortgage
 
Finance
 
Plc,
 
Themeleion
 
IV
 
Mortgage
 
Finance
 
Plc,
 
Themeleion
 
V
 
Mortgage
 
Finance
 
Plc,
 
Themeleion
 
VI
Mortgage Finance Plc, Anaptyxi APC Ltd and Byzantium
 
II Finance Plc.
(ii) the holding entity of Karta II Plc: Karta II Holdings Ltd.
(iii) dormant entity: Enalios Real Estate
 
Development S.A.
(iv) entities
 
controlled by
 
the Group
 
pursuant to
 
the terms
 
of the relevant
 
share pledge
 
agreements: Finas
 
S.A., Rovinvest
 
S.A. and
Promivet S.A.
In 2022,
 
the changes
 
in the
 
Group
 
structure
 
due to:
 
a) acquisitions,
 
mergers
 
and establishment
 
of companies,
 
b) sales
 
and other
corporate actions,
 
which resulted in
 
loss of control,
 
c) transactions with
 
the non-controlling interests,
 
which did not result
 
in loss of
control and d) liquidations, are as follows:
(a) IMO 03 E.A.D., Bulgaria
In February 2022,
 
the Bank disposed
 
of its
 
participation interest of 100%
 
in IMO 03
 
E.A.D. (which as
 
of 31
 
December 2021 was
 
classified
as held for sale) to a third party for a cash consideration
 
of € 5.8 million. The resulting loss on the disposal was immaterial.
(b) (Under liquidation) Real Estate Management
 
Single Member S.A., Greece
In February 2022, the liquidation of the company was completed.
(c) Hellenic Post Credit S.A., Greece
In February 2022, the Bank reached an agreement for the
 
acquisition of the remaining 50% of the
 
share capital of Hellenic Post Credit
S.A., settled
 
by offsetting
 
receivables it
 
held from
 
the other
 
shareholder of
 
the entity
 
(note 42).
 
In November
 
2022, after
 
receiving
the
 
required
 
approvals
 
from
 
the competent
 
authorities, the
 
merger
 
of
 
the
 
Bank and
 
Hellenic Post
 
Credit
 
S.A. was
 
completed,
 
by
absorption of the
 
latter by the former.
 
In line with the Group’s
 
accounting policy for
 
business combinations involving
 
entities under
common
 
control,
 
the
 
transfer
 
of
 
the
 
entity’s
 
assets
 
and
 
liabilities
 
to
 
the
 
Bank
 
was
 
performed
 
at
 
their
 
pre-combination
 
carrying
amounts under the
 
pooling of interests method (also
 
known as merger
 
accounting). The merger had no
 
impact in the
 
Group’s financial
statements.
(d) Staynia Holdings Limited, Cyprus
In February 2022, the
 
liquidation of the company
 
was decided. In June 2022,
 
the distribution of the
 
company’s surplus
 
assets to the
Bank
 
(its
 
sole shareholder)
 
was
 
completed
 
with
 
an immaterial
 
effect
 
on
 
the
 
Group’s
 
income statement,
 
while
 
its dissolution
 
was
completed in October 2022.
 
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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(e) ERB Istanbul Holding A.S. in liquidation, Turkey
In
 
June
 
2022,
 
the
 
liquidation
 
of
 
the
 
company
 
was
 
completed.
 
The
 
Group
 
recognized
 
a)
 
 
76.3
 
million
 
loss
 
in
 
“Other
income/(expenses)”,
 
arising mainly
 
from the
 
recyclement of
 
foreign
 
currency losses
 
of €
 
75.9 million,
 
previously recorded
 
in other
comprehensive income, to the income statement
 
and b) € 2.5 million tax expense on the liquidation proceeds.
(f) ERB Hellas Plc, United Kingdom
In June 2022, the liquidation of the company was decided.
(g) Vouliagmeni Residence Single Member S.A., Greece
In
 
March
 
2022,
 
the
 
Bank
 
signed
 
an
 
agreement
 
for
 
the
 
sale
 
of
 
its
 
participation
 
interest
 
of
 
100%
 
in
 
Vouliagmeni
 
Residence
 
Single
Member S.A. to
 
a third party.
 
On the basis
 
of the said
 
agreement, the
 
company was
 
classified as held
 
for sale
 
since 31 March
 
2022
and an
 
impairment loss
 
of €
 
0.7 million
 
was recognised
 
in the
 
income statement
 
line “Other
 
impairment losses
 
and provisions”.
 
In
July 2022,
 
the sale
 
of the
 
company was
 
completed for
 
a cash
 
consideration
 
of €
 
9.7 million
 
with no
 
effect
 
on the
 
Group’s
 
income
statement.
(h) Eliade Tower S.A., Romania
In September
 
2022, the
 
Group decided
 
to proceed
 
with the
 
sale of its
 
participation interest
 
of 99.99% in
 
Eliade Tower
 
S.A. On this
basis, as at 30 September 2022 the company was classified as held for sale and
 
an impairment loss of € 1.5 million was recognized in
the income statement
 
line “Other impairment losses
 
and provisions”.
 
In October 2022, the
 
sale of Eliade Tower
 
S.A. was completed
for a cash consideration of € 4.4 million with an immaterial
 
effect on the Group’s
 
income statement.
(i) Village Roadshow Operations Hellas S.A., Greece
The Bank had acquired
 
“Village Roadshow Operations Hellas S.A.” in the
 
third quarter of 2021,
 
following the enforcement of collateral
on the company’s
 
shares under a
 
lending arrangement.
 
The company
 
since its acquisition
 
had been classified
 
as held for
 
sale. On 2
August 2022, in the context
 
of the Group’s
 
loan restructuring activities, the Bank signed
 
an agreement with a third party
 
for the sale
of its participation interest of 100% in the
 
company and the restructuring of its existing loan facilities
 
subject to certain preconditions,
which were
 
fulfilled in November
 
2022. Following
 
the completion of
 
the agreement,
 
the Group recognized
 
a) € 21.5
 
million benefit
due to the reversal
 
of loan provisions
 
in the Bank’s
 
accounts, in the income
 
statement line
 
“Impairment losses relating
 
to loans and
advances to customers” and b) € 2 million loss
 
from the disposal of the company’s
 
shares, including costs directly attributable
 
to the
agreement, in the income statement
 
line ”Other income/(expenses)”.
(j) Sagiol Ltd, Macoliq Holdings Ltd and Senseco Trading
 
Limited, Cyprus
In October 2022, the liquidation of the companies was decided.
(k) ERB Hellas (Cayman Islands) Ltd, Cayman Islands
In December 2022, the liquidation of the company was decided.
In 2021,
 
the changes
 
in the
 
Group
 
structure
 
due to:
 
a) acquisitions,
 
mergers
 
and establishment
 
of companies,
 
b) sales
 
and other
corporate actions,
 
which resulted in
 
loss of control,
 
c) transactions with
 
the non-controlling interests,
 
which did not result
 
in loss of
control and d) liquidations, are as follows:
(i)
Grivalia New Europe S.A., Luxembourg
In January 2021, the liquidation of the company was completed.
(ii)
Senseco Trading Ltd,
 
Cyprus and Value Touristiki
 
S.A., Greece
In April 2021, the Bank acquired 100% of the shares and voting rights of Senseco Trading Limited for a cash consideration of
€ 6.7 million. The acquisition was accounted for as a business combination using the purchase method of accounting. At the
date of acquisition, the fair value of the total net assets amounted to € 6.4 million mainly referring to 51% of the shares and
voting rights
 
of the Group’s
 
joint venture
 
Value Touristiki
 
S.A. Accordingly,
 
the resulting
 
goodwill asset amounted
 
to € 0.3
million. Following the above transaction, Value Touristiki
 
S.A. became a wholly owned subsidiary of the Bank. In
 
accordance
with the requirements for business combinations achieved in stages, the Group had remeasured
 
its previously held interest
of 49% in Value Touristiki S.A. at fair value of € 6.1
 
million, with a resulting gain of
 
€ 1.7 million that
 
was recognized in “Other
income/(expenses)”.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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(iii)
Special purpose financing vehicle for the securitization of Bank’s
 
loans and related real estate
 
company
 
In May 2021, in
 
the context of the management of
 
the Group’s non performing exposures (NPE) the Bank,
 
through its special
purpose financing vehicle Mexico Finance Designated Activity Company, proceeded with the securitization of a
 
mixed assets
portfolio of primarily NPE and established the related real estate
 
company Mexico Estate
 
Single Member S.A. In September
2021, the BoD of Eurobank Holdings approved to proceed with the sale of 95% of the mezzanine and junior notes of Mexico
securitization
 
to
 
doValue
 
Group
 
subject
 
to
 
the
 
fulfillment
 
of
 
certain
 
conditions.
 
On
 
20
 
December
 
2021,
 
following
 
the
completion of
 
the Mexico
 
transaction, the
 
Group ceased
 
to control
 
the special
 
purpose financing
 
vehicle Mexico
 
Finance
Designated Activity
 
Company and the
 
related real
 
estate company
 
Mexico Estate
 
Single Member S.A., and
 
as a result
 
they
were not included in the consolidated financial statements
 
for the year ended 31 December 2021 (note 20).
(iv)
Eurobank A.D. Beograd and ERB Leasing A.D. Beograd
 
– In Liquidation, Serbia
In December 2021, the merger of Eurobank’s subsidiary in Serbia, Eurobank a.d. Beograd (“Eurobank Serbia”) with Direktna
Banka
 
a.d.
 
Kragujevac
 
(“Direktna”)
 
was
 
completed,
 
after
 
all
 
necessary
 
approvals
 
from
 
the
 
competent
 
authorities
 
were
obtained and the combined Bank was renamed to Eurobank Direktna a.d. As a result of the merger, the Group’s
 
percentage
holding in
 
its previously
 
wholly owned
 
subsidiaries Eurobank
 
Direktna a.d.
 
and ERB
 
Leasing A.D.
 
Beograd –
 
In Liquidation
decreased to 70% and 85.15%, respectively.
(v)
Ragisena Ltd, Cyprus
In
 
July
 
2021, Eurobank
 
Cyprus Ltd
 
disposed
 
its participation
 
interest
 
of
 
100% in
 
Ragisena
 
Ltd
 
to
 
a third
 
party
 
for
 
a cash
consideration of € 0.8 million. The resulting gain
 
on the disposal was immaterial.
(vi)
Eurobank Holding (Luxembourg) S.A. under liquidation,
 
Luxembourg
In September 2021, the liquidation of the company was
 
decided and its dissolution was completed in December 2021.
(vii)
Demerger of Eurobank Ergasias Leasing Single Member S.A.
In
 
June
 
2021,
 
in
 
the
 
context
 
of
 
the
 
optimization
 
of
 
the
 
Group’s
 
organizational
 
structure
 
and
 
the
 
enhancement
 
of
 
its
competitiveness in the leasing market, the Extraordinary General
 
Shareholders’ Meetings of the Bank and its wholly owned
subsidiary
 
Eurobank
 
Ergasias
 
Leasing
 
Single
 
Member
 
S.A.
 
resolved
 
the
 
approval
 
of
 
the
 
demerger
 
of
 
Eurobank
 
Ergasias
Leasing Single Member S.A.
 
(“Demerged Entity”) through
 
(i) the transfer
 
of part of its assets
 
and liabilities to the
 
Bank and
(ii)
 
the
 
establishment
 
of
 
a
 
new
 
company
 
through
 
the
 
transfer
 
of
 
the
 
remaining
 
part
 
of
 
the
 
assets
 
and
 
liabilities
 
of
 
the
Demerged Entity.
The aforementioned
 
demerger was
 
completed in
 
October 2021,
 
after receiving
 
the required
 
approvals by
 
the competent
Authorities, while
 
a new
 
company
 
“Eurobank Leasing
 
Single Member
 
S.A”
 
was established
 
for
 
this purpose,
 
as described
above.
 
Moreover,
 
the
 
deregistration
 
of
 
the
 
demerged
 
entity
 
“Eurobank
 
Ergasias
 
Leasing
 
Single
 
Member
 
S.A.”
 
from
 
the
General Commercial Registry was completed.
In line with the Group’s
 
accounting policy for business
 
combinations involving entities
 
under common control, the
 
transfer
of the Demerged Entity’s assets and liabilities to
 
the Bank was performed at their pre-combination
 
carrying amounts under
the pooling of interests
 
method, while the transfer
 
of the Demerged Entity’s
 
assets and liabilities to the
 
new company was
accounted for
 
as an internal
 
capital reorganization,
 
thus also
 
transferred
 
at their
 
carrying amounts.
 
The demerger
 
had no
impact in the Group’s financial statements.
(viii)
Standard Single Member Real Estate S.A., Greece
In December
 
2021, the
 
Bank signed
 
a shares
 
sale and
 
purchase agreement
 
with the
 
other shareholder
 
of Standard
 
Real
Estate S.A. for the acquisition of the remaining
 
shares (5.90%) in the company for
 
a cash consideration of € 0.1 million. The
effect
 
of
 
the
 
transaction
 
was
 
immaterial
 
and
 
was
 
recognized
 
directly
 
in
 
the
 
equity
 
attributable
 
to
 
the
 
shareholders
 
of
Eurobank Holdings. As
 
a result, Standard
 
Real Estate
 
S.A. became a wholly
 
owned subsidiary of
 
the Bank. In
 
January 2022,
following the above transaction, the name of the company
 
was amended with the inclusion of the term “Single member”.
(ix)
ERB Istanbul Holding A.S. in liquidation, Turkey
In December
 
2021, the
 
liquidation
 
of the
 
company
 
was decided
 
and accordingly
 
its name
 
was amended
 
to ERB
 
Istanbul
Holding A.S. in liquidation.
 
 
 
image_4 image_5
 
Notes to the Consolidated Financial Statements
 
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Agreement for the acquisition of BNP Paribas Personal Finance
 
Bulgaria by Eurobank Bulgaria A.D.
On 9 December
 
2022, Eurobank
 
Holdings announced that
 
it had reached
 
an agreement
 
for the
 
acquisition of
 
BNP Paribas
 
Personal
Finance Bulgaria
 
(the “Business”)
 
by Eurobank’s
 
subsidiary in
 
Bulgaria,
 
Eurobank
 
Bulgaria
 
A.D. (“Postbank”).
 
Specifically,
 
Postbank
had signed a put option letter for the benefit of BNP Paribas Personal Finance providing for
 
the sale of its Bulgarian branch, based on
the agreed
 
terms.
 
Pursuant
 
to the
 
above
 
agreement,
 
a consultation
 
process
 
with the
 
French
 
Labour
 
Council has
 
taken
 
place, the
conclusion of which led to the signing of a Business Transfer
 
Agreement in January 2023.
The
 
transaction
 
is in
 
line with
 
the
 
Group’s
 
strategy
 
to
 
further strengthen
 
Postbank’s
 
position in
 
the
 
Bulgarian
 
retail
 
sector
 
and is
expected to burden the Eurobank Holdings Group’s regulatory capital
 
ratios by c. 25bps, reflecting mainly the increase in the Group’s
Risk Weighted
 
Assets. As of
 
the end of
 
September 2022, BNP
 
Paribas Personal
 
Finance Bulgaria, which
 
operates through
 
a network
of 44 branches,
 
had total
 
assets of €
 
450 million, deposits
 
close to €
 
100 million and
 
a clientele of
 
more than
 
270 thousand clients.
The
 
completion
 
of
 
the
 
transaction
 
is
 
expected
 
to
 
take
 
place
 
in
 
the
 
first
 
semester
 
of
 
2023
 
subject
 
to
 
approvals
 
by
 
all
 
competent
regulatory authorities.
Other post balance sheet events
Retail Development S.A., Romania
In February
 
2023, the Bank
 
signed an agreement
 
for the
 
sale of its
 
participation interest
 
of 99.99% in
 
Retail Development
 
S.A. to a
third party.
Eurobank Direktna a.d., Serbia
On
 
2
 
March
 
2023,
 
the
 
Bank
 
announced
 
that
 
it
 
has
 
signed
 
a binding
 
agreement
 
(share
 
purchase
 
agreement)
 
with
 
AIK
 
Banka
 
a.d.
Beograd
 
(“AIK”)
 
for
 
the
 
sale
 
of
 
its
 
70%
 
shareholding
 
in
 
its
 
subsidiary
 
in
 
Serbia,
 
Eurobank
 
Direktna
 
a.d.
 
(the
 
“Transaction”).
Consequently,
 
the
 
subsidiary
 
will
 
be
 
classified
 
as
 
held
 
for
 
sale
 
and
 
its
 
results
 
will
 
be
 
presented
 
in
 
discontinued
 
operations.
 
The
Transaction is consistent with Eurobank’s
 
strategy to direct capital to opportunities with more compelling RoTBV (Return on Tangible
Book Value)
 
and to
 
further enhance
 
its presence
 
in its
 
core markets.
 
In this
 
context,
 
based on
 
the agreement,
 
100% of
 
Eurobank
Direktna was valued at €280 million.
The Transaction
 
is expected
 
to contribute
 
ca. 50
 
bps to
 
Eurobank Holdings
 
Group’s
 
CET1 ratio
 
(based on
 
the third
 
quarter of
 
2022
ratio), reflecting mainly the release of related
 
RWAs (Risk Weighted
 
Assets). It is expected to be completed within year 2023, subject
to customary regulatory and other approvals.
ERB Hellas (Cayman Islands) Ltd, Cayman Islands
In February 2023, the return of the company’s
 
share capital to the Bank, through the repurchase
 
of the whole of its own shares, was
completed.
Significant restrictions on the Group's ability to access or
 
use the assets and settle the liabilities of the Group
The Group does
 
not have any
 
significant restrictions
 
on its ability to
 
access or use its
 
assets and settle
 
its liabilities other than
 
those
resulting from regulatory,
 
statutory and contractual requirements,
 
set out below:
Banking and
 
other financial
 
institution subsidiaries
 
are subject
 
to regulatory
 
restrictions
 
and central
 
bank requirements
 
in the
countries
 
in
 
which
 
the
 
subsidiaries
 
operate.
 
Such
 
supervisory
 
framework
 
requires
 
the
 
subsidiaries
 
to
 
maintain
 
minimum
 
capital
buffers and
 
certain capital adequacy
 
and liquidity ratios,
 
including restrictions to
 
limit exposures and/or
 
the transfer
 
of funds to the
Company
 
and
 
other
 
subsidiaries
 
within
 
the
 
Group.
 
Accordingly,
 
even
 
if
 
the
 
subsidiaries’
 
financial
 
assets
 
are
 
not
 
pledged
 
at
 
an
individual entity level, their transfer within the
 
Group may be restricted under the
 
existing supervisory framework. As at 31
 
December
2022, the
 
carrying
 
amount
 
of the
 
Group
 
financial institution
 
subsidiaries’
 
assets and
 
liabilities, before
 
intercompany
 
eliminations,
amounted to € 89.7 billion and € 80.3 billion, respectively,
 
including Eurobank S.A. (2021: € 83.6billion and € 76.9 billion).
Subsidiaries
 
are
 
subject
 
to
 
statutory
 
requirements
 
mainly
 
relating
 
with
 
the
 
level
 
of
 
capital
 
and
 
total
 
equity
 
that
 
they
 
should
maintain, restrictions on the distribution of capital and special reserves, as well
 
as dividend payments to their ordinary shareholders..
 
The Group
 
uses its financial
 
assets as
 
collateral
 
for repo
 
and derivative
 
transactions, secured
 
borrowing from
 
central and
 
other
banks, issuances of covered bonds, as well
 
as securitizations. As a result of financial assets’ pledge,
 
their transfer within
 
the Group is
not permitted. Information relating
 
to the Group’s pledged
 
financial assets is provided in notes 17, 29 and 40.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
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The Group is
 
required to maintain mandatory and
 
collateral deposits with central banks.
 
Information for these deposits
 
is provided
in note 15.
23.2
.
 
Subsidiary with material Non Controlling Interest
..
In December
 
2021, the
 
merger of
 
Direktna Banka
 
a.d. Kragujevac
 
(“Direktna”)
 
with Eurobank’s
 
subsidiary in
 
Serbia, Eurobank
 
a.d.
Beograd
 
(“Eurobank
 
Serbia”)
 
(the
 
“Transaction”)
 
was
 
concluded,
 
with
 
absorption
 
of
 
Direktna
 
by
 
Eurobank
 
Serbia.
 
Following
 
the
completion of the transaction
 
Eurobank controls 70%
 
of the combined bank, while Direktna’s
 
shareholders own the remaining
 
30%.
Part of the Transaction
 
was the dividend distribution and capital return to Eurobank
 
Group of ca. € 232 million, after tax, in total.
As at 31 December
 
2022, the combined
 
bank “Eurobank Direktna
 
a.d.” is
 
the only entity of
 
the Group with
 
material non-controlling
interests.
 
Financial information
 
regarding the
 
combined bank, which
 
is before
 
inter-company eliminations
 
with other companies
 
of
the Group, is provided in the table below.
.
2022
2021
€ million
€ million
Total operating
 
income
93.5
66.6
Net profit
0.4
0.3
Other comprehensive income
(4.2)
(0.8)
Total comprehensive
 
income
(3.8)
(0.5)
Total comprehensive
 
income attibutable to non controlling interests
(1.1)
(1.4)
Total assets
2,580
2,469
Total liabilities
2,265
2,150
Net assets
315
319
Net assets attributable to non controlling interests
95
96
Cash and cash equivalents at beginning of year
224
153
Cash and cash equivalents at end of year
208
224
24.
 
Investments in associates and joint ventures
.
.
As at 31 December 2022, the
 
carrying amount of the Group’s investments in associates and joint ventures amounted to € 173 million
(2021: € 267 million). The following is the listing of the Group’s
 
associates and joint ventures as at 31 December 2022:
.
Name
Note
Country of
 
incorporation
Line of business
Group's
share
Femion Ltd
 
Cyprus
 
Special purpose investment vehicle
66.45
(Under liquidation) Tefin S.A.
 
 
Greece
 
Dealership of vehicles and machinery
50.00
Global Finance S.A.⁽¹⁾
 
Greece
 
Investment financing
33.82
Rosequeens Properties Ltd⁽²⁾
 
Cyprus
 
Special purpose investment vehicle
33.33
Odyssey GP S.a.r.l.
 
Luxembourg
 
Special purpose investment vehicle
20.00
Eurolife FFH Insurance Group Holdings S.A.⁽¹⁾
 
Greece
 
Holding company
20.00
Alpha Investment Property Commercial Stores S.A.
 
Greece
 
Real estate
30.00
Peirga Kythnou P.C.
 
Greece
 
Real estate
50.00
doValue Greece Loans and Credits Claim Management S.A.
 
Greece
 
Loans and Credits Claim Management
20.00
Perigenis Business Properties S.A.
 
Greece
 
Real estate
18.90
(1)
 
Eurolife Insurance group (Eurolife FFH Insurance Group Holdings S.A.
 
and its subsidiaries) and Global Finance group
 
(Global Finance S.A. and its subsidiaries)
are considered as the Group’s associates.
(2)
 
Rosequeens Properties Ltd (including its subsidiary Rosequeens Properties SRL until December 2022) is considered as a Group’s joint venture.
Omega Insurance
 
and Reinsurance
 
Brokers
 
S.A. in which
 
the Group
 
holds 26.05% is
 
not accounted
 
under the
 
equity method in
 
the
consolidated financial statements. The Group is
 
not represented in the
 
Board of Directors of
 
the company, therefore does not exercise
significant influence over it.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
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Femion Ltd.
 
is accounted
 
for as
 
a joint
 
venture of
 
the Group
 
based on
 
the substance
 
and the
 
purpose of
 
the arrangement
 
and the
terms of the
 
shareholder’s agreement which require the
 
unanimous consent of
 
the shareholders for significant
 
decisions and establish
shared control through the equal representation
 
of the shareholders in the management bodies of the company.
Perigenis Business Properties
 
S.A. is accounted
 
for as an
 
associate of the
 
Group based
 
on the Bank’s
 
representation
 
in the Board
 
of
Directors and the decision-making process as prescribed
 
in the company’s articles of association.
(a) Grivalia Hospitality S.A., Luxembourg
On 24 March 2022, the Bank signed a Share Purchase Agreement for the disposal of a 5.1% shareholding in the Group’s
 
joint venture
Grivalia Hospitality
 
S.A. for a
 
total consideration
 
of € 15.9
 
million. As a
 
result of the
 
transaction, the
 
Bank’s
 
shareholding in Grivalia
Hospitality S.A. decreased from 25% to 19.9% and in combination with the
 
terms of the revised Shareholders’ Agreement signed with
the other shareholders
 
on the same date,
 
the Bank ceased to
 
have joint control
 
over the entity and
 
hence has discontinued the
 
use
of the equity method of accounting.
 
Following the aforementioned
 
sale, as of 31 March 2022, the
 
retained interest
 
in the entity has
been
 
measured
 
as
 
a financial
 
asset
 
at
 
FVTPL with
 
any
 
change in
 
the
 
carrying
 
amount
 
to
 
be recognized
 
in
 
the
 
income statement.
Accordingly,
 
the difference
 
between:
 
(i) the
 
fair
 
value
 
of
 
the retained
 
interest
 
on the
 
aforementioned
 
date,
 
amounting
 
to €
 
71.2
million and the proceeds received from the
 
said partial disposal and (ii) the previous carrying amount of the investment
 
in the entity
under the equity method amounting to € 54.2 million, resulted in a total gain of € 32.3 million, net of the recyclement of € 0.6
 
million
foreign
 
currency
 
translation
 
losses
 
(previously
 
recognized
 
in
 
other
 
comprehensive
 
income),
 
that
 
was
 
recognised
 
in
 
the
 
income
statement in “Other income/(expenses)”.
 
For the year ended 31 December 2022, the
 
above gain was
 
further adjusted to € 34 million.
(b) Information Systems Impact S.A., Greece
In July 2022, the
 
Bank disposed of its
 
participation interest in Information Systems Impact S.A. to a
 
third party for a cash consideration
of € 3.9 million. The resulting gain on disposal amounted to
 
€ 1.1 million and was recognized in “Other income/(expenses)”.
(c) Intertech S.A. – International Technologies,
 
Greece
In
 
September
 
2022,
 
the
 
Bank
 
disposed
 
of
 
its
 
participation
 
interest
 
in
 
Intertech
 
S.A.
 
 
International
 
Technologies
 
(which
 
since its
acquisition in the third quarter of 2021 was classified as held for sale) to a third party for a cash consideration of € 1.9 million with an
immaterial effect on the Group’s
 
income statement.
(d) Sinda Enterprises Company Ltd, Cyprus
In
 
October
 
2022,
 
the
 
Bank
 
disposed
 
of
 
its
 
participation
 
interest
 
in
 
Sinda
 
Enterprises
 
Company
 
Ltd
 
to
 
a
 
third
 
party
 
for
 
a
 
cash
consideration
 
of
 
 
3.2
 
million.
 
The
 
resulting
 
loss
 
on
 
disposal
 
amounted
 
to
 
 
1.1
 
million
 
and
 
was
 
recognized
 
in
 
“Other
income/(expenses)”.
(e) Rosequeens Properties Ltd, Romania
In December 2022,
 
the Group’s
 
joint venture
 
Rosequeens Properties
 
Ltd, disposed
 
of its subsidiary
 
Rosequeens Properties
 
SRL to a
third party.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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Associates and joint ventures material to
 
the Group
With regards to the Group’s associates and joint ventures,
 
Eurolife FFH Insurance Group Holdings S.A. and doValue Greece Loans and
Credits Claim Management
 
S.A. are considered
 
individually material for
 
the Group. Financial
 
information regarding
 
those entities is
provided in the tables below:
Eurolife FFH Insurance Group Holdings S.A.
2022
2021
€ million
€ million
Current assets
3,148
3,451
Non-current assets
226
132
Total assets
3,374
3,583
Current liabilities
403
391
Non-current liabilities
2,410
2,491
Total liabilities
2,813
2,882
Equity
561
701
Group’s carrying amount of the investment
112
140
Operating income
169
129
Net profit
94
65
Other comprehensive income
(163)
(19)
Total comprehensive
 
income
(69)
46
Dividends paid to the Group
14
17
doValue Greece Loans and Credits
 
Claim Management S.A.
2022
2021
€ million
€ million
Current assets
90
128
Non-current assets
347
361
Total assets
437
489
Current liabilities
95
157
Non-current liabilities
121
140
Total liabilities
216
297
Equity
221
192
Group's share in equity
44
38
Goodwill and other adjustments ⁽¹⁾
1
12
Group’s carrying amount of the investment
45
50
Operating income⁽¹⁾
72
77
Net profit⁽¹⁾
53
54
Total comprehensive
 
income⁽¹⁾
53
54
Dividends paid to the Group
5
3
(1)
In the year ended
 
31 December 2022, other
 
adjustments of € 11
 
million (expense) refer mainly to
 
the elimination of the
 
Group’s share of the associate’s gains
relating to upstream transactions with the Bank.
The Group’s share of the associate’s
 
operating income, net profit and total comprehensive income, after the
above adjustments
 
amount to € 3 million,
 
 
0.5 million loss, €
 
0.5 million loss respectively.
.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
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The carrying amount, in aggregate, of the Group's joint ventures as at 31 December 2022 amounted to € 6 million (2021: € 65 million
including Grivalia
 
Hospitality S.A).
 
The Group’s
 
share of
 
profit and
 
loss and
 
total comprehensive
 
income of
 
the above
 
entities was
immaterial (2021: € 1 million).
The
 
carrying
 
amount,
 
in
 
aggregate,
 
of
 
the
 
Group's
 
associates
 
excluding
 
Eurolife
 
FFH
 
Insurance
 
Group
 
Holdings
 
S.A.
 
and
 
doValue
Greece Loans and Credits Claim
 
Management S.A. which is
 
presented above (i.e. Global Finance
 
S.A., Odyssey GP S.a.r.l.,
 
and Perigenis
Business Properties S.A.)
 
as at 31 December
 
2022 amounted
 
to € 9 million
 
(2021: € 12 million).
 
The Group’s
 
share of profit
 
and loss
and total comprehensive income of the above
 
entities was immaterial (2021: immaterial).
The Group has not recognized losses in relation
 
to its interest in its joint ventures,
 
as its share of losses exceeded its interest
 
in them
and no
 
incurred obligations
 
exist or
 
any payments
 
were performed
 
on behalf
 
of them. For
 
the year
 
ended 31
 
December 2022,
 
the
unrecognized
 
share of
 
losses for
 
the Group’s
 
joint ventures
 
amounted to
 
€ 2 million
 
(2021: € 2
 
million). The cumulative
 
amount of
unrecognized share of losses for
 
the joint ventures amounted to € 4 million (2021: € 24 million).
As
 
at
 
31
 
December
 
2022,
 
the
 
Group
 
has
 
no
 
unrecognized
 
commitments
 
in
 
relation
 
to
 
its
 
participation
 
in
 
joint
 
ventures
 
nor
 
any
contingent liabilities regarding its participation
 
in associates or joint ventures, which could result to
 
a future outflow of cash or other
resources.
The Group’s associate
 
Eurolife FFH Insurance Group Holdings S.A is subject to regulatory
 
and statutory restrictions and is required
 
to
maintain sufficient capital to satisfy
 
its insurance obligations.
Except
 
as described
 
above, no
 
significant restrictions
 
exist (e.g.
 
resulting
 
from loan
 
agreements, regulatory
 
requirements
 
or other
contractual arrangements) on the ability of associates or joint ventures to
 
transfer funds to the Group either as dividends or to repay
loans that have been financed by the Group.
25.
 
Structured Entities
The Group is involved in various types of structured
 
entities, such as securitization vehicles, mutual funds and private
 
equity funds.
A structured
 
entity is
 
an entity that
 
has been
 
designed so
 
that voting
 
or similar rights
 
are not the
 
dominant factor
 
in deciding who
controls the entity, such as when any voting rights
 
relate to administrative tasks only and the relevant activities are
 
directed by means
of contractual arrangements. A structured entity often has restricted activities, a narrow well-defined objective, insufficient equity to
permit it
 
to finance
 
its activities
 
without subordinated
 
financial support
 
and financing
 
in the
 
form
 
of multiple
 
contractually
 
linked
instruments to investors
 
that create concentrations
 
of credit or other risks.
An
 
interest
 
in
 
a
 
structured
 
entity
 
refers
 
to
 
contractual
 
and non-contractual
 
involvement
 
that
 
exposes
 
the
 
Group
 
to
 
variability
 
of
returns from
 
the performance
 
of the
 
structured
 
entity.
 
Examples of
 
interest
 
in structured
 
entities include
 
the holding
 
of debt
 
and
equity instruments, contractual arrangements,
 
liquidity support, credit enhancement, residual value.
Structured entities may be established
 
by the Group or by a third party and are
 
consolidated when the substance of the relationship
is such that the structured entities are controlled by the Group, as set out in note 2.2.1(i). As a result of the consolidation assessment
performed, the Group has involvement
 
with both consolidated and unconsolidated structured
 
entities, as described below.
Consolidated structured entities
The
 
Group,
 
as
 
part
 
of
 
its
 
funding activity,
 
enters
 
into
 
securitization
 
transactions
 
of
 
various
 
classes of
 
loans
 
(corporate,
 
small
 
and
medium enterprise, mortgage, consumer loans, credit card and bond loans), which generally result in
 
the transfer of the above assets
to structured
 
entities (securitization
 
vehicles), which,
 
in turn
 
issue debt
 
securities held
 
by investors
 
and the
 
Group’s
 
entities.
 
The
Group monitors the credit quality of the securitizations’ underlying loans, as well as the credit ratings of the debt instruments issued,
when applicable,
 
and provides
 
either credit
 
enhancements to
 
the securitization
 
vehicles and/or
 
transfers
 
new loans
 
to the
 
pool of
their underlying assets, whenever necessary,
 
in accordance with the terms of the relevant
 
contractual arrangements in force.
A listing of the Group’s
 
consolidated structured entities is set out in note 23.
As at 31 December 2022, the face value of debt securities issued by the securitizations sponsored by the Group amounted
 
to € 5,258
million, of which € 4,705 million were held by the Bank (2021: € 5,916 million, of which € 5,364 million were held by the Bank) (notes
20 and 34).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
The Group did not provide any
 
non contractual financial or other support
 
to these structured entities, where applicable,
 
and currently
has no intention to do so in the foreseeable future.
Unconsolidated structured entities
The
 
Group
 
enters
 
into
 
transactions
 
with
 
unconsolidated
 
structured
 
entities,
 
which
 
are
 
those not
 
controlled
 
by
 
the Group,
 
in
 
the
normal course of business, in order to provide
 
fund management services or take advantage
 
of specific investment opportunities.
Moreover,
 
the Group in the context of
 
its NPEs reduction acceleration plan
 
entered into the securitization
 
of various classes of NPEs
through the issue of senior,
 
mezzanine and junior notes (Cairo, Pillar and Mexico,
 
note 20).
Group managed funds
The Group establishes
 
and manages structured
 
entities in order
 
to provide customers,
 
either retail or
 
institutional, with investment
opportunities.
 
Accordingly,
 
through
 
its subsidiaries
 
Eurobank
 
Asset Management
 
Mutual Fund
 
Mngt
 
Company
 
S.A. and
 
Eurobank
Fund Management
 
Company
 
(Luxembourg)
 
S.A., it
 
is engaged
 
with the
 
management
 
of different
 
types of
 
mutual funds,
 
including
fixed income, equities, funds of funds and money market.
Additionally,
 
the Group
 
is entitled to
 
receive management
 
and other
 
fees and
 
may hold
 
investments
 
in such mutual
 
funds for
 
own
investment purposes as well as for the benefit
 
of its customers.
The Group is involved in the initial design of the mutual funds and, in its capacity as fund manager, takes investment decisions on the
selection
 
of
 
their
 
investments,
 
nevertheless
 
within
 
a
 
predefined,
 
by
 
relevant
 
laws
 
and
 
regulations,
 
decision
 
making
 
framework.
Τherefore, the Group has determined
 
that it has no power over these funds.
Furthermore,
 
in its
 
capacity as
 
fund manager,
 
the Group
 
primary acts
 
as an
 
agent in
 
exercising
 
its decision
 
making authority
 
over
them. Based on the above, the
 
Group has assessed that it has no
 
control over these mutual funds and as a
 
result does not consolidate
them. The Group does not have any contractual obligation to provide financial
 
support to the managed funds and
 
does not guarantee
their rate of return.
Non-Group managed funds
The Group purchases and
 
holds units of
 
third party managed
 
funds including mutual
 
funds, private equity and
 
other investment funds.
Securitizations
The Group has interests in unconsolidated securitization vehicles by investing in residential
 
mortgage backed and other asset-backed
securities issued by these entities.
The
 
table
 
below
 
sets
 
out
 
the
 
carrying
 
amount
 
of
 
the
 
Group’s
 
interests
 
in
 
unconsolidated
 
structured
 
entities,
 
recognized
 
in
 
the
consolidated
 
balance
 
sheet
 
as
 
at
 
31
 
December
 
2022,
 
representing
 
its
 
maximum
 
exposure
 
to
 
loss
 
in
 
relation
 
to
 
these
 
interests.
Information
 
relating to
 
the total
 
income derived
 
from interests
 
in unconsolidated
 
structured entities,
 
recognized either
 
in profit
 
or
loss or
 
other comprehensive
 
income during
 
2022 is also
 
provided (i.e.
 
fees, interest
 
income, net
 
gains or
 
losses on revaluation
 
and
derecognition):
31 December 2022
Unconsolidated structured entity type
Securitizations
Group
managed funds
Non- Group
managed funds
Total
€ million
€ million
€ million
€ million
Group's interest-
 
assets
Loans and advances to customers⁽¹⁾
4,911
-
-
4,911
Investment securities
1,486
71
17
1,574
Other Assets
-
2
-
2
Total
 
6,397
73
17
6,487
Total
 
income from Group interests
77
48
2
127
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
31 December 2021
Unconsolidated structured entity type
Securitizations
Group
managed funds
Non- Group
managed funds
Total
€ million
€ million
€ million
€ million
Group's interest-
 
assets
Loans and advances to customers ⁽¹⁾
5,116
-
-
5,116
Investment securities
691
63
19
773
Other Assets
-
2
-
2
Total
 
5,807
65
19
5,891
Total
 
income from Group interests
64
70
3
137
(1)
Includes the senior and mezzanine notes of the Pillar, Cairo and Mexico securitizations (note 20).
For the
 
year ended
 
31 December
 
2022, total
 
income related
 
to the
 
Group’s
 
interests
 
from securitizations
 
mainly includes:
 
(i) €
 
81
million, € 2 million
 
and € 0.7 million
 
interest income
 
of debt securities retained
 
by the Group measured
 
at amortized cost
 
,
 
at FVOCI
and FVTPL
 
respectively
 
and (ii)
 
€ 6.9
 
million from
 
gains or
 
losses on
 
revaluation
 
recognized
 
in other
 
comprehensive
 
income. Total
income from Group
 
interests in relation
 
to Group managed
 
funds consists of: (i)
 
€ 50.1 million income
 
relating to management
 
fees
and other commissions for
 
the management of funds
 
and (ii) € 2.5 million gains
 
or losses on revaluation
 
or from sale of the
 
Group’s
holding in funds recognized in profit or
 
loss. In addition, total income
 
in relation to non-Group managed funds consists mainly
 
of gains
or losses on revaluation or from sale of the Group’s
 
holding in funds and has been recognized in profit
 
or loss.
As at 31
 
December 2022, the
 
total assets
 
of funds under
 
the Group’s
 
management as well
 
as the notional
 
amount of notes
 
in issue
by unconsolidated
 
securitization vehicles
 
amounted to
 
€ 3,163 million
 
(2021: € 3,303
 
million) and
 
€ 33,227
 
million (2021: €
 
24,856
million), respectively.
26.
 
Property and equipment
31 December 2022
Land, buildings,
leasehold
improvements
Furniture,
equipment,
 
motor
vehicles
Computer
hardware,
software
Right of use
assets (RoU)⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
Cost:
Balance at 1 January
675
198
507
336
1,716
Transfers
 
(10)
0
6
-
(4)
Transfers
 
from/to repossessed assets
1
(2)
-
-
(1)
Additions
 
24
18
29
18
89
Disposals, write-offs and adjustment to RoU ⁽²⁾
(9)
(8)
(5)
(26)
(48)
Impairment
(6)
(0)
(11)
-
(17)
Held for sale (note 30)
1
-
-
-
1
Balance at 31 December
676
206
526
328
1,736
Accumulated depreciation:
Balance at 1 January
(217)
(155)
(423)
(106)
(901)
Transfers
1
0
-
-
1
Disposals, write-offs and adjustment to RoU ⁽²⁾
8
8
4
6
26
Charge for the year
(13)
(9)
(24)
(41)
(87)
Balance at 31 December
(221)
(156)
(443)
(141)
(961)
Net book value at 31 December
455
50
83
187
775
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2021
Land, buildings,
leasehold
improvements
Furniture,
equipment,
 
motor
vehicles
Computer
hardware,
software
Right of use
assets (RoU)⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
Cost:
Balance at 1 January
685
198
477
274
1,634
Arising from acquisitions/merger
6
1
-
9
16
Transfers
 
(15)
(2)
12
-
(5)
Additions
 
14
9
27
10
60
Disposals, write-offs and adjustment to RoU⁽²⁾
(12)
(8)
(8)
43
15
Impairment
(2)
(0)
(1)
(3)
Held for sale (note 30)
(1)
-
-
-
(1)
Balance at 31 December
675
198
507
336
1,716
Accumulated depreciation:
Balance at 1 January
(216)
(157)
(411)
(72)
(856)
Transfers
2
1
-
-
3
Disposals, write-offs and adjustment to RoU⁽²⁾
10
8
8
4
30
Charge for the year
(13)
(7)
(20)
(38)
(78)
Held for sale (note 30)
0
-
-
0
0
Balance at 31 December
(217)
(155)
(423)
(106)
(901)
Net book value at 31 December
458
43
84
230
815
(1)
The respective lease liabilities are presented in “other liabilities” (note 35).
(2)
 
It refers to termination, modifications and remeasurements of RoU. It includes
 
the remeasurement from revised estimates of the lease term during the year,
considering all facts and circumstances that affect the Group’s housing needs.
As at
 
31 December
 
2022, the
 
RoU assets
 
amounting to
 
€ 187
 
million (31
 
December 2021:
 
€ 230
 
million) refer
 
to leased
 
office and
branch premises, ATM
 
locations, residential properties
 
of € 180 million (31 December 2021: € 223 million)
 
and motor vehicles of € 7
million (31 December 2021: € 7 million).
Leasehold improvements relate to
 
premises occupied by the Group for its own activities.
27.
 
Investment property
The
 
Group
 
applies
 
the
 
fair
 
value
 
model
 
regarding
 
the
 
measurement
 
of
 
Investment
 
Property
 
according
 
to
 
IAS
 
40
 
“Investment
property”.
The movement of investment property
 
is as follows:
2022
2021
€ million
€ million
Balance at 1 January
1,492
1,459
Additions
4
3
Arising from acquisition
-
33
Transfers
 
from/to repossessed assets
13
3
Other transfers
 
9
13
Disposals
(119)
(31)
Net gain/(loss) from fair values adjustments
32
30
Held for sale (note 30)
(21)
(18)
Balance at 31 December
1,410
1,492
As at 31 December
 
2022, RoU assets
 
that meet the definition
 
of investment
 
property amount to
 
€ 14 million (31
 
December 2021: €
14 million). The respective lease liabilities are presented
 
in “other liabilities” (note 35).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
Changes
 
in
 
fair
 
values
 
of
 
investment
 
property
 
are
 
recognized
 
as
 
gains/(losses)
 
in
 
profit
 
or
 
loss
 
and
 
included
 
in
 
the
 
"Other
Income/(expense)" (note 10). All gains/(losses) are unrealized.
During
 
the year
 
ended 31
 
December 2022,
 
an amount
 
of €
 
88 million
 
(2021: €
 
93 million)
 
was
 
recognized
 
as rental
 
income from
investment property
 
in income from
 
non banking services (note
 
8). As at
 
31 December 2022,
 
the contractual
 
obligations in relation
to
 
investment
 
property
 
amounted
 
to
 
approximately
 
 
4
 
million,
 
and
 
are
 
associated
 
with
 
property
 
redevelopment,
 
repairs
 
and
maintenance.
The main classes of investment property have
 
been determined based on the nature, the characteristics
 
and the risks of the Group’s
properties. The
 
fair value
 
measurements of
 
the Group’s
 
investment property,
 
which are categorized
 
within level
 
3 of the
 
fair value
hierarchy,
 
are presented in the below table.
2022
2021
€ million
€ million
Residential
 
11
21
Commercial
 
1,358
1,420
Land Plots
32
35
Industrial
 
9
16
Total
 
1,410
1,492
The
 
basic
 
methods
 
used
 
for
 
estimating
 
the
 
fair
 
value
 
of
 
the
 
Group’s
 
investment
 
property
 
are
 
the
 
income
 
approach
 
(income
capitalization/discounted
 
cash flow
 
method), the
 
comparative
 
method and
 
the cost
 
approach, which
 
are also
 
used in
 
combination
depending on the class of property being valued.
The discounted
 
cash flow method
 
is used for
 
estimating the fair
 
value of the
 
Group’s
 
commercial investment
 
property.
 
Fair value is
calculated through the projection of
 
a series of
 
cash flows using
 
explicit assumptions regarding the benefits
 
and liabilities of
 
ownership
(income and
 
operating
 
costs, vacancy
 
rates,
 
income growth),
 
including the
 
residual value
 
anticipated
 
at the
 
end of
 
the projection
period. To this projected
 
cash flows series, an appropriate, market
 
-derived discount rate is applied to
 
establish its present value.
Under
 
the
 
income
 
capitalization
 
method,
 
also
 
used
 
for
 
the
 
commercial
 
class
 
of
 
investment
 
property,
 
a
 
property’s
 
fair
 
value
 
is
estimated based on the
 
normalized net operating
 
income generated by
 
the property,
 
which is divided by the capitalization
 
rate (the
investor's rate of
 
return).
The comparative method is used for the residential, commercial and land plot classes of investment
 
property. Fair value
 
is estimated
based on data for
 
comparable transactions, by
 
analyzing either real transaction
 
prices of similar properties,
 
or by asking prices after
performing the necessary adjustments.
The cost approach is used
 
for estimating the fair value of
 
the residential and the industrial
 
classes of the Group’s investment property.
This approach refers to the
 
calculation of the
 
fair value based on
 
the cost of
 
reproduction/replacement (estimated construction costs),
which is then reduced by an appropriate rate
 
to reflect depreciation.
The Group’s
 
investment
 
property valuations
 
are performed
 
taking into
 
consideration the
 
highest and
 
best use of
 
each asset that
 
is
physically possible, legally permissible and financially feasible.
The main method used to estimate the fair value of Group’s Investment property portfolio as at 31 December 2022, is
 
the discounted
cash flow method. Significant unobservable inputs used in the fair value measurement of the
 
relevant portfolio are the rental income
growth and the discount
 
rate. Increase in rental
 
income growth would result
 
in increase in the carrying
 
amount while an increase in
the discount rate would have the
 
opposite result. The discount rate used
 
ranges from 7% to 12%.
 
As at 31
 
December 2022, an increase
or decrease
 
of 5% in
 
the discount
 
rate used
 
in the DCF
 
analysis, would
 
result in
 
a downward
 
or upward
 
adjustment of
 
the carrying
value of the respective investment
 
properties by € 31 million.
In 2022, the Greek real
 
estate market
 
attracted significant
 
investment capital,
 
especially in the first
 
half, when
 
the pace of domestic
and
 
foreign
 
investment
 
activity returned
 
to
 
the
 
pre-Covid
 
19 pandemic
 
level.
 
However,
 
towards
 
the
 
end
 
of
 
the
 
year,
 
the rise
 
of
inflation
 
and
 
interest
 
rates,
 
as
 
well
 
as
 
the
 
increase
 
in
 
energy
 
and
 
construction
 
costs
 
as
 
a
 
result
 
of
 
the
 
Ukraine
 
war,
 
led
 
market
participants to become
 
more cautious and
 
selective in their investment
 
decisions. Nevertheless, the demand
 
for quality sustainable
properties outstrips current
 
market supply,
 
therefore the value
 
of these assets is expected
 
to demonstrate resilience
 
going forward,
even during an economic slowdown.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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In this
 
volatile economic
 
environment,
 
the diversification
 
of the Group’s
 
investment
 
property portfolio,
 
which primarily
 
consists of
office and big
 
box/supermarket
 
properties, has
 
proven to
 
be an effective
 
shield, as despite
 
the increase of
 
interest rates
 
in 2022, it
recorded
 
fair
 
value
 
gains
 
of c.
 
€34 million
 
mainly due
 
to
 
the increase
 
of the
 
value
 
of specific
 
offices leased
 
to
 
prime tenants
 
and
logistics (note 10).
In
 
particular,
 
the
 
characteristics
 
of
 
the
 
Group’s
 
investment
 
property
 
portfolio
 
in
 
terms
 
of
 
tenant’s
 
quality
 
(AAA
 
tenants)
 
and
sustainable lease
 
contracts that
 
were also favored
 
by CPI indexation,
 
as well as
 
the specifications
 
of the properties
 
were taken
 
into
account by the valuators in determining
 
the fair value of the Group’s
 
investment properties.
Moreover,
 
the
 
office
 
and
 
logistics
 
sectors
 
continue
 
to
 
exhibit
 
strong
 
supply/demand
 
fundamentals
 
in
 
Greece,
 
whereas
 
the
 
retail
sector,
 
considering
 
the
 
recovery
 
in
 
private
 
consumption
 
in
 
the
 
post-pandemic
 
environment,
 
is
 
experiencing
 
a
 
strong
 
leasing and
investment activity especially in big box retail
 
properties, although it lags in rental growth compared
 
to other sectors.
The Group will continue
 
to monitor closely the
 
effect of the economic
 
environment and
 
the trends that will be
 
demonstrated in the
investment real
 
estate market
 
in the upcoming
 
period on the valuation
 
of its investment
 
properties, while intensifying
 
its efforts
 
to
implement “green” energy investments
 
on its properties
.
28.
 
Intangible assets
The movement of computer software and
 
other intangible assets which refer to
 
purchased and developed software is as follows:
2022
2021
€ million
€ million
Cost:
Balance at 1 January
587
539
Arising from acquisitions
-
2
Transfers
 
(6)
(12)
Additions
94
77
Disposals and write-offs
(7)
(3)
Impairment
(10)
(16)
Balance at 31 December
658
587
Accumulated amortisation:
 
Balance at 1 January
(320)
(287)
Transfers
 
-
0
Amortisation charge for the year
(49)
(36)
Disposals and write-offs
7
3
Balance at 31 December
(362)
(320)
Net book value at 31 December
296
267
As at
 
31 December
 
2022, the
 
Group’s
 
remaining carrying
 
amount of
 
goodwill amounts
 
to €
 
1.6 million
 
(31 December
 
2021: €
 
1.6
million), out of which € 0.9 million relates to ERB Lux Immo S.A.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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31 December 2022 Consolidated Financial Statements
29.
 
Other assets
2022
2021
€ million
€ million
Receivable from Deposit Guarantee and Investment
 
Fund
 
495
706
Repossessed properties and relative prepayments
 
577
597
Pledged amount for a Greek sovereign risk financial guarantee
234
235
Balances under settlement⁽¹⁾
51
18
Deferred costs and accrued income
92
104
Other guarantees
215
128
Income tax receivable⁽²⁾
30
30
Other assets
286
247
Total
1,980
2,065
(1)
Includes settlement balances with customers and brokerage activity.
 
(2)
Includes withholding taxes, net of provisions.
In September 2022, the law 4370/2016 in respect of the deposit guarantee schemes of the Greek credit institutions was amended by
law 4972/2022. Pursuant to the
 
law’s amendments, the receivable from the
 
Hellenic Deposit and
 
Investment Guarantee Fund (HDIGF)
referring to the “Supplementary Deposit Cover Fund”
 
is refundable to the
 
Greek credit institutions in three equal
 
instalments, starting
three months after the
 
enactment of the
 
law and each
 
year thereafter, subject to the provisions of
 
the article 25a
 
of the law. Following
that, in December 2022 an amount of € 210 million was refunded to
 
the Bank by HDIGF.
As at 31 December 2022, other assets net of provisions, amounting to
 
€ 286 million include, among others, receivables related
 
to (a)
prepayments to suppliers, (b) public entities,
 
(c) property management activities (d) legal cases and e) project
 
Triangle (note 30).
30.
 
Disposal groups classified as held for sale
2022
2021
€ million
€ million
Assets of disposal groups
Real estate properties
15
31
Loans related to project Solar (note 20)
69
-
Village Roadshow Operations Hellas S.A. and
 
Intertech S.A. – International Technologies
-
81
IMO 03 E.A.D. (note 23)
-
6
Credit card acquiring - project Triangle
-
28
Total
84
146
Liabilities of disposal groups
Village Roadshow Operations Hellas S.A.
-
72
Credit card acquiring - project Triangle
-
37
Other liabilities related to project Solar (note 20)
1
-
Total
 
1
109
Real estate properties
Starting
 
from
 
the
 
end
 
of
 
2019,
 
the
 
Group,
 
in
 
the
 
context
 
of
 
its
 
strategy
 
for
 
the
 
active
 
management
 
of
 
its
 
real
 
estate
 
portfolio
(repossessed,
 
investment
 
properties and
 
own used
 
properties), has
 
gradually
 
classified as
 
held for
 
sale (HFS)
 
certain pools
 
of real
estate
 
assets of
 
total remaining
 
carrying amount
 
ca. €
 
15 million
 
as at
 
31 December
 
2022 (31
 
December 2021:
 
€ 31
 
million), after
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
their
 
remeasurement
 
in
 
accordance
 
with
 
the
 
IFRS
 
5
 
requirements.
 
The
 
Group
 
remains
 
committed
 
to
 
its
 
plan
 
to
 
sell
 
the
aforementioned assets, which is expected
 
to be completed within 2023, and undertakes
 
all necessary actions towards this direction.
The above
 
non-recurring fair
 
value measurements
 
were categorized
 
as Level 3
 
of the fair
 
value hierarchy
 
due to the
 
significance of
the unobservable inputs used, with no change occurring up to 31 December 2022.
Eurobank Merchant Acquiring business -Project ‘Triangle’
On 7 December 2021, the Company
 
announced that its subsidiary Eurobank
 
S.A. (“Eurobank”) had signed a binding
 
agreement with
Worldline B.V.
 
(“Worldline”) that included, among others, a) the sale of 80% of Eurobank’s
 
merchant acquiring business (“PayCo”) to
Worldline and b) a long term agreement for the
 
exclusive distribution of PayCo products in Greece through Eurobank’s sales network.
On the basis of the aforementioned agreement,
 
as of 31 December 2021 “PayCo” was classified as held for
 
sale.
On 30 June 2022, after receiving all necessary approvals, the
 
spin-off of the Bank’s merchant
 
acquiring business to Cardlink Payment
Institution S.A.
 
(“Cardlink One”),
 
a licensed payment
 
institution, and
 
the transfer
 
of 80% of
 
Cardlink One’s
 
shares to
 
Worldline was
completed
 
for
 
a
 
cash
 
consideration
 
of
 
 
254
 
million,
 
after
 
certain
 
adjustments.
 
Furthermore,
 
under
 
the
 
related
 
shareholders’
agreement,
 
the
 
remaining
 
20%
 
interest
 
in
 
“Cardlink
 
One”
 
is
 
subject
 
to
 
a
 
combination
 
of
 
call
 
and
 
put
 
options,
 
exercisable
 
after
approximately 3 years.
As a result
 
of the sale transaction
 
for the 80%
 
shareholding and based
 
on the terms of
 
the shareholders’
 
agreement in reference
 
to
the combination of options for the
 
20% shareholding, the Bank has
 
fully derecognised the merchant acquiring business, since
 
through
the combination of
 
options, access to substantially
 
all the returns
 
associated with the
 
remaining 20% ownership
 
interest is deemed
to be transferred to Wordline
 
at the time of the transaction.
On this basis, other than
 
the cash consideration, on 30 June 2022
 
the Bank recognised in other assets
 
a financial asset to be
 
measured
at
 
fair
 
value
 
through
 
profit
 
or loss
 
equal
 
to
 
€ 68.5
 
million,
 
representing
 
the present
 
value
 
of the
 
contractual
 
right
 
to
 
receive
 
the
options’ estimated exercise
 
price at the time of their execution.
 
In addition, on the same date, the Bank recognised in
 
other assets €
15.1 million deferred consideration
 
in accordance with the terms of the agreement.
Following the
 
above, the resulting
 
gain from
 
the transaction
 
that was
 
recognised in
 
“Other income/(expenses)”,
 
amounted to
 
ca. €
325 million before tax (ca. € 231 million after
 
tax), including the costs directly attributable
 
to the transaction.
...... .... .. ..
31.
 
Due to central banks
2022
2021
€ million
€ million
Secured borrowing from ECB
8,774
11,663
As at 31 December 2022, the Group had € 8.9
 
billion outstanding principal under the TLTRO
 
III refinancing program of the European
Central
 
Bank
 
(ECB),
 
following
 
the
 
maturity
 
of
 
€1.9
 
billion
 
and
 
the
 
early
 
repayment
 
of
 
1
 
billion
 
during
 
the
 
quarter,
 
whereas
 
the
respective net
 
income recognized
 
under interest
 
expense amounted
 
to €
 
53 million
 
(note 6).
 
On the
 
basis that
 
the Group
 
met the
required lending
 
thresholds, the above
 
income was
 
calculated under
 
the program’s
 
more favorable
 
interest rates
 
that provides
 
for
an interest
 
rate of
 
-1% for the special
 
interest period
 
from 24 June 2020
 
to 23 June
 
2022 and the average
 
deposit facility rate
 
(DFR)
as set by ECB’s decisions,
 
thereafter.
32.
 
Due to credit institutions
2022
2021
€ million
€ million
Secured borrowing from credit institutions
764
270
Borrowings from international financial and similar institutions
663
619
Deposits from banks received as collateral⁽¹⁾
294
27
Current accounts and settlement balances with banks
76
54
Interbank takings
17
3
Total
1,814
973
(1)
 
for 2022 the amount presented is after offsetting € 932 million against derivatives assets and liabilities (note 5.2.1.4)
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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31 December 2022 Consolidated Financial Statements
As
 
at
 
31
 
December
 
2022,
 
borrowings
 
from
 
international
 
financial
 
and
 
similar
 
institutions
 
include
 
borrowings
 
from
 
European
Investment Bank, European Bank for
 
Reconstruction and Development and other similar institutions.
33.
 
Due to customers
2022
2021
€ million
€ million
Savings and current accounts
42,840
40,601
Term deposits
14,198
12,367
Repurchase agreements
201
200
Total
57,239
53,168
For the year
 
ended 31 December
 
2022, due to
 
customers for
 
the Greek and
 
International operations
 
amounted to
 
€ 39,575 million
and € 17,664 million, respectively (2021: € 37,016 million and € 16,152 million, respectively).
34.
 
Debt securities in issue
2022
2021
€ million
€ million
Securitisations
553
552
Subordinated notes (Tier 2)
1,259
948
Medium-term notes (EMTN)
1,740
1,052
Total
3,552
2,552
Securitisations
The carrying value
 
of the class A
 
asset backed
 
securities issued by
 
the Bank’s
 
special purpose entities
 
Karta II plc
 
and Astarti DAC
 
as
at 31 December 2022, amounted to € 303 million and € 250 million, respectively.
Tier 2 Capital instruments
On 30 November 2022, the Company announced the issuance of a € 300 million
 
subordinated Tier II debt instrument which matures
in
 
December
 
2032,
 
is
 
callable
 
in
 
December
 
2027
 
offering
 
a
 
coupon
 
of
 
10%
 
per
 
annum
 
and
 
is
 
listed
 
on
 
the
 
Luxembourg
 
Stock
Exchange’s
 
Euro
 
MTF
 
market.
 
On
 
the
 
same
 
date,
 
the
 
Bank
 
issued
 
a
 
subordinated
 
instrument
 
of
 
equivalent
 
terms,
 
held
 
by
 
the
Company.
 
The proceeds from
 
the issue will
 
support Eurobank
 
Holding’s group
 
strategy to
 
ensure ongoing
 
compliance with
 
its total
capital adequacy ratio requirements
 
and will be used for Eurobank S.A.’s
 
general funding purposes.
 
Further information about the issue is provided in the relevant
 
announcement published in the Company’s website
 
on 30 November
2022.
In
 
January
 
2018,
 
Eurobank
 
Ergasias
 
S.A.
 
issued
 
Tier
 
2
 
capital
 
instruments
 
of
 
face
 
value
 
of
 
 
950
 
million,
 
in
 
replacement
 
of
 
the
preference shares which had been issued in the context of
 
the first stream of Hellenic Republic’s plan to support liquidity in the
 
Greek
economy under Law 3723/2008. The aforementioned
 
instruments have a maturity of ten years
 
(until 17 January 2028) and pay fixed
nominal interest rate of
 
6.41%, that shall be payable semi-annually.
Covered bonds
Financial disclosures required by the Act 2620/28.08.2009 of
 
the Bank of Greece
 
in relation to the covered bonds issued, are available
at the Bank's website (Investor
 
Report for Covered Bonds Programs).
Medium-term notes (EMTN)
In June 2022, the Bank proceeded with the issue of a preferred senior debt with a nominal value of € 500 million, of which € 7 million
were held by a Bank’s
 
subsidiary. The bond, which
 
is listed in the Luxembourg Stock Exchange’s
 
Euro MTF market, matures
 
in March
2025 and is callable at par in March 2024, offering a coupon
 
of 4.375% per annum.
This transaction
 
is another step
 
towards the
 
implementation of
 
Eurobank’s
 
medium-term strategy
 
to meet its
 
MREL requirements.
The proceeds from the issue will be used for Eurobank’s
 
general funding purposes.
Further information about the issue is provided in the relevant
 
announcement published in the Bank’s
 
website on 1 June 2022.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
139
|
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31 December 2022 Consolidated Financial Statements
During the year
 
ended 31 December 2022,
 
the Bank proceeded
 
with the issue of
 
medium term notes
 
of face value
 
of € 286 million,
which were designated for Group’s
 
customers.
Post balance sheet event
In January 2023, the Bank completed
 
the issue of a € 500 million
 
senior preferred note.
 
The bond, which is listed
 
in the Luxembourg
Stock
 
Exchange’s
 
Euro
 
MTF market,
 
matures
 
in January
 
2029 and
 
is callable
 
at
 
par in
 
January 2028,
 
offering
 
a coupon
 
of 7%
 
per
annum.
The proceeds from the issue will
 
support Group’s strategy to ensure ongoing compliance with its MREL requirements and will be
 
used
for the Bank’s general
 
funding purposes.
 
Further information about the issue is provided in the
 
relevant announcement published in the Bank’s
 
website on 20 January 2023.
35.
 
Other liabilities
2022
2021
€ million
€ million
Lease liabilities
205
248
Balances under settlement⁽¹⁾
444
374
Deferred income and accrued expenses
165
157
Other provisions
71
95
ECL allowance for credit related commitments (note
 
5.2.1.2)
57
48
Standard legal staff retirement
 
indemnity obligations (note 36)
19
23
Employee termination benefits
61
64
Sovereign risk financial guarantee
 
33
36
Income taxes payable
14
15
Deferred tax liabilities (note 13)
31
26
Trading liabilities
419
43
Other liabilities
182
229
Total
1,701
1,358
(1)
Includes settlement balances relating to bank cheques and remittances, credit card transactions, other
 
banking and brokerage activities.
As
 
at
 
31
 
December
 
2022,
 
other
 
liabilities
 
amounting
 
to
 
 
182
 
million
 
mainly
 
consist
 
of
 
payables
 
relating
 
with
 
(a)
 
suppliers
 
and
creditors, (b) contributions to insurance
 
organizations, and (c) duties and other taxes.
As at 31
 
December 2022, trading
 
liabilities amounting to
 
€ 419 million
 
(31 December 2021:
 
€ 43 million)
 
reflect the higher
 
levels of
short positions in debt
 
instruments, entered
 
into in the context
 
of the Group’s
 
economic hedging strategies,
 
aiming to manage on
 
a
pool basis
 
market
 
driven risks
 
that derive
 
from asset
 
positions. For
 
the year
 
ended 31
 
December 2022,
 
the gain
 
recognized
 
in net
trading income from the aforementioned
 
short positions amounted to € 107 million.
As at 31
 
December 2022, other
 
provisions amounting to €
 
71 million (2021:
 
€ 95 million)
 
mainly include:
 
(a) € 28
 
million for outstanding
litigations against
 
the Group
 
(note 42) and
 
(b) € 43
 
million for
 
other operational
 
risk events,
 
of which €
 
22 million is
 
relating to
 
the
sale of former Romanian subsidiaries.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
140
|
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31 December 2022 Consolidated Financial Statements
The movement of the Group's other provisions,
 
is presented in the following table:
31 December 2022
Litigations and
 
claims in
dispute
Other
Total
€ million
€ million
€ million
Balance at 1 January
64
31
95
Amounts charged during the year
13
12
25
Amounts used during the year
(46)
(1)
(47)
Amounts reversed during the year
 
(3)
(2)
(5)
Foreign exchange and other movements
 
-
3
3
Balance at 31 December
28
43
71
31 December 2021
Litigations and
 
claims in
dispute
Other
Total
€ million
€ million
€ million
Balance at 1 January
60
33
93
Arising from acquisition
2
2
Amounts charged during the year
9
3
12
Amounts used during the year
(5)
(4)
(9)
Amounts reversed during the year
 
(2)
(1)
(3)
Balance at 31 December
64
31
95
For the year ended 31
 
December 2022, an amount of
 
€ 48 million has
 
been recognised in the Group’s income statement for employee
termination benefits mainly in respect of the new
 
Voluntary Exit Scheme (VES) that
 
was launched by the Group in February
 
2022 for
eligible units
 
in Greece
 
and offered
 
to employees
 
over a
 
specific age
 
limit. The
 
new VES
 
is implemented
 
through either
 
lump-sum
payments
 
or
 
long-term
 
leaves
 
during
 
which
 
the
 
employees
 
will be
 
receiving
 
a
 
percentage
 
of
 
a
 
monthly
 
salary,
 
or
 
a
 
combination
thereof. The estimated
 
saving in personnel expenses amounts to € 16 million on
 
an annual basis.
36.
 
Standard legal staff retirement indemnity obligations
The Group provides for staff retirement indemnity obligation for its employees in Greece and abroad, who are entitled to a lump sum
payment
 
based on
 
the number
 
of years
 
of service
 
and the
 
level of
 
remuneration
 
at the
 
date
 
of retirement,
 
if they
 
remain in
 
the
employment of the Group until
 
normal retirement age, in accordance with the
 
local labor legislation. The
 
above retirement indemnity
obligations typically expose the Group to actuarial risks such as interest rate risk and salary risk. Therefore, a decrease in the discount
rate used to calculate
 
the present value of
 
the estimated future cash
 
outflows or an increase in
 
future salaries will increase the
 
staff
retirement indemnity obligations of
 
the Group.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
141
|
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31 December 2022 Consolidated Financial Statements
The movement of the liability for standard
 
legal staff retirement
 
indemnity obligations is as follows:
 
2022
2021
€ million
€ million
Balance at 1 January
23
22
Arising from acquisition
-
0
Current service cost
3
3
Interest cost
0
0
Past service cost and (gains)/losses on settlements
49
38
Remeasurements:
Actuarial (gains)/losses arising from changes in financial assumptions
(2)
(1)
Actuarial (gains)/losses arising from changes in demographic assumptions
(0)
0
Actuarial (gains)/losses arising from experience and other adjustments
 
(2)
0
Benefits paid
 
(52)
(39)
Exchange adjustments
0
(0)
Balance at 31 December
19
23
The benefits paid
 
by the Group
 
during 2022, in the
 
context of the
 
Voluntary Exit
 
Scheme (VES) (note
 
35), amounted to
 
€ 52 million.
The provision for staff retirement
 
obligations of the staff that participated
 
in the above scheme, amounted to € 2 million.
The significant actuarial assumptions (expressed as weighted
 
averages) were as follows:
2022
%
2021
%
Discount rate
3.4
0.6
Future salary increases
2.9
1.6
As at 31
 
December 2022, the
 
assumption for the price
 
inflation (weighted average) is 2.6%
 
(2021: 2%) and
 
has been taken into account
in determining the above actuarial assumptions for future
 
salaries increases.
As at 31 December 2022,
 
the average duration of the standard legal staff retirement indemnity obligation was 8 years (2021: 8 years).
A quantitative
 
sensitivity analysis
 
based on
 
reasonable
 
changes to
 
significant actuarial
 
assumptions as
 
at 31
 
December 2022
 
is as
follows:
An increase/(decrease) of the discount
 
rate assumed, by 50 bps/(50 bps),
 
would result in a (decrease)/increase of the
 
standard legal
staff retirement obligations
 
by (€ 0.7 million)/ € 0.7 million.
An increase/(decrease) of
 
the future salary
 
growth assumed, by
 
0.5%/(0.5%) would result
 
in an increase/(decrease)
 
of the standard
legal staff retirement
 
obligations by € 0.7 million/(€ 0.7 million).
The above sensitivity analysis is 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.
The
 
methods
 
and
 
assumptions
 
used
 
in
 
preparing
 
the
 
above
 
sensitivity
 
analysis
 
were
 
consistent
 
with
 
those
 
used
 
to
 
estimate
 
the
retirement benefit obligation
 
and did not change compared to the previous year.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
37.
 
Share capital, share premium and treasury shares
As
 
at
 
31 December
 
2022, the
 
par value
 
of the
 
Company's
 
shares is
 
€ 0.22
 
per
 
share
 
(2021: €
 
0.22). All
 
shares
 
are
 
fully paid.
 
The
movement of share capital and share
 
premium is as follows:
Share capital
Share
premium
€ million
€ million
Balance at 1 January 2021
815
8,055
Reclassification of treasury shares
1
1
Balance at 31 December 2021
816
8,056
Balance at 1 January 2022
816
8,056
Offsetting of equity accounts (note 38)
-
(6,895)
Share capital increase following the exercise of share options
0
0
Balance at 31 December 2022
816
1,161
In the year ended 31 December 2022, the Group has decided to
 
proceed with the presentation of the issued share capital on the face
of the
 
balance sheet
 
instead of
 
the outstanding
 
share capital,
 
and changed
 
the presentation
 
of the
 
treasury shares
 
accordingly.
 
In
particular,
 
the Group has
 
proceeded with the
 
reclassification of
 
the nominal value
 
of the treasury
 
shares and their
 
premium, which
were
 
previously
 
deducted
 
from
 
the
 
“Share
 
capital”
 
and
 
“Share
 
premium”
 
respectively,
 
within
 
“Reserves
 
and
 
retained
 
earnings”.
Comparative information has been adjusted, as of 1 January 2021, resulting in an increase of the share capital and share premium by
€ 1 million each against € 2 million decrease of “Reserves and
 
retained earnings”.
 
Share capital increase
Following the exercise
 
of share options
 
granted to key
 
executives of the
 
Group under the current
 
share options’ plan (note
 
39), and
by virtue
 
of the decision
 
of the Board
 
of Directors
 
of the Company
 
on 30 August
 
2022, the Company’s
 
share capital
 
increased by €
333,444.32 through the issue of 1,515,656 new common voting shares, of a nominal value of € 0.22 per share and exercise
 
price of €
0.23 per
 
share. The
 
difference
 
between the
 
exercise
 
price of
 
the new
 
shares and
 
their nominal
 
value, net
 
of the
 
expenses directly
attributable to the equity transaction,
 
amounted to € 2,136 and was recorded
 
in the account “Share premium”.
 
Following the above
increase,
 
as
 
at
 
31
 
December
 
2022,
 
the
 
share
 
capital
 
of
 
the
 
Company
 
amounts
 
to
 
 
816,349,051.76,
 
divided
 
into
 
3,710,677,508
common shares with a nominal value of € 0.22 each. The new shares were
 
listed on the Athens Exchange on 14 September
 
2022.
The following is an analysis of the movement in the number of the
 
Company’s shares outstanding:
.
Number of shares
Issued
 
Shares
Treasury
 
Shares
Net
Balance at 1 January 2021
3,709,161,852
(2,433,987)
3,706,727,865
Purchase of treasury shares
-
(3,083,564)
(3,083,564)
Sale of treasury shares
-
4,733,011
4,733,011
Balance at 31 December 2021
3,709,161,852
(784,540)
3,708,377,312
Balance at 1 January 2022
3,709,161,852
(784,540)
3,708,377,312
Share capital increase following the exercise of share options
1,515,656
-
1,515,656
Purchase of treasury shares
-
(1,745,293)
(1,745,293)
Sale of treasury shares
-
2,269,797
2,269,797
Balance at 31 December 2022
3,710,677,508
(260,036)
3,710,417,472
In the
 
ordinary
 
course
 
of business,
 
the Company’s
 
subsidiaries, except
 
for
 
the Bank,
 
may
 
acquire
 
and dispose
 
of treasury
 
shares.
According to
 
paragraph 1
 
of Article 16c of
 
Law 3864/2010, during
 
the period of
 
the participation of
 
the HFSF in
 
the share capital
 
of
the Company, the Company is not permitted
 
to purchase treasury shares without the approval of the HFSF.
 
As at 31 December 2022,
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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the cost of
 
the treasury shares
 
presented above, which is
 
included in
 
other reserves (note
 
38), amounted to
 
€ 0.3 million
 
(31 December
2021: € 0.7 million).
In addition,
 
as at 31
 
December 2022 the
 
number of the
 
Company’s
 
shares held
 
by the Group’s
 
associates in
 
the ordinary
 
course of
their insurance and investing activities was
 
64,163,790 in total (2021: 64,163,790).
38.
 
Reserves and retained earnings/losses
Statutory
reserves
Non-taxed
reserves
Fair value reserve
Other
 
reserves
Retained
earnings/(losses)
Total
€ million
€ million
€ million
€ million
€ million
€ million
Balance at 1 January 2021
396
831
415
8,212
(13,462)
(3,608)
Reclassification of treasury shares (note 37)
-
-
-
(2)
-
(2)
Net profit/(loss)
-
-
-
-
328
328
Transfers between reserves
 
15
(1)
-
148
(162)
0
Changes in participating interests in subsidiary
undertakings (note 23.2)
-
-
-
82
(81)
1
Debt securities at FVOCI
-
-
(91)
-
-
(91)
Cash flow hedges
-
-
-
37
-
37
Foreign currency translation
 
-
-
-
(0)
-
(0)
Gains/(losses) from equity securities at FVOCI
-
-
2
-
-
2
Associates and joint ventures
-changes in the share of other comprehensive
income, net of tax
-
-
(3)
(0)
-
(3)
Actuarial gains/(losses) on post employment
benefit obligations, net of tax
-
-
-
-
1
1
Share options plan
-
-
-
-
2
2
Purchase/sale of treasury shares
-
-
-
1
-
1
Other
-
-
(1)
0
-
(1)
Balance at 31 December 2021
411
830
322
8,479
(13,374)
(3,333)
Balance at 1 January 2022
411
830
322
8,479
(13,374)
(3,333)
Net profit
 
-
-
-
-
1,330
1,330
Transfers between reserves
 
73
(1)
-
195
(267)
-
Offsetting of equity accounts
(214)
-
-
(6,705)
13,814
6,895
Debt securities at FVOCI
-
-
(323)
-
-
(323)
Cash flow hedges
-
-
-
(0)
-
(0)
Foreign currency translation (note 23.1)
-
-
-
77
-
77
Gains/(losses) from equity securities at FVOCI
-
-
24
-
-
24
Associates and joint ventures
-changes in the share of other comprehensive
income, net of tax
-
-
(33)
1
(0)
(32)
Actuarial gains/(losses) on post employment
benefit obligations, net of tax
-
-
-
-
4
4
Share options plan (note 39)
-
-
-
-
4
4
Purchase/sale of treasury shares (note 37)
-
-
-
1
0
1
Other
-
-
-
(1)
-
(1)
Balance at 31 December 2022
270
829
(10)
2,047
1,511
4,646
As at 31 December 2022, other reserves comprise, among others, a) corporate law reserves of
 
€ 8 million, pursuant to the provisions
of the Greek company law in force
 
(2021: € 6,714 million) -
 
see below, b) € 1,568 million reserves relating to
 
dividends and gains from
the
 
sale
 
of
 
participations
 
(2021:
 
 
1,373
 
million),
 
c)
 
 
125
 
million
 
accumulated
 
loss
 
relating
 
to
 
foreign
 
operations’
 
translation
differences, including € 24
 
million accumulated gain
 
relating to net investment
 
hedging - NIH (2021: € 203
 
million accumulated loss,
including
 
 
27
 
million
 
gain
 
relating
 
to
 
NIH)
 
and
 
d)
 
 
12
 
million
 
accumulated
 
loss
 
from
 
cash
 
flow
 
hedging
 
(2021:
 
 
12
 
million
accumulated loss).
.
 
 
 
image_4 image_5
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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Offsetting of equity accounts
On 21 July
 
2022, the Annual
 
General Meeting (AGM) of
 
the shareholders of Eurobank
 
Holdings approved, among others,
 
the offsetting
of a) the total
 
of the account “Corporate
 
law Reserves” amounting
 
to € 6,919.3 million
 
and b) part of the
 
account “Share Premium”
amounting to € 6,894.4 million with accumulated losses of equivalent value amounting to € 13,813.7 million, included in the account
“Retained earnings/(losses)”.
 
The above offsetting,
 
which was approved by
 
the competent Supervisory
 
Authorities in October 2022,
did not affect the Company’s
 
own and regulatory capital.
Dividends
Pursuant to the provisions of the Company
 
Law 4548/18, companies are required to pay
 
dividends of at least 35% of after-tax
 
profit,
after necessary deductions for the formation
 
of the statutory reserve and other credit balances in
 
the income statement that
 
do not
arise from realized earnings.
For the
 
financial year
 
2022, Eurobank
 
Holdings has
 
no profits
 
and therefore
 
will not
 
distribute minimum
 
dividend. Furthermore,
 
in
2023 the
 
Group has
 
announced that
 
the amount
 
earmarked for
 
dividend distribution
 
will be used
 
in an
 
optimal way
 
to bid
 
for the
1.4% HFSF stake through
 
a share buyback scheme (note 45).
39.
 
Share options
The Annual
 
General Meeting
 
of the
 
shareholders
 
of Eurobank
 
Holdings held
 
on 28
 
July 2020
 
approved
 
the establishment
 
of a
 
five
year shares
 
award
 
plan, starting
 
from 2021,
 
in the
 
form
 
of share
 
options rights
 
by issuing
 
new shares
 
with a
 
corresponding share
capital increase, in accordance with the provisions of article
 
113 of law 4548/2018, awarded to executives and personnel of Eurobank
Holdings and its affiliated companies according to article 32 of law 4308/2014. The maximum number of rights that
 
can be approved
was set at 55,637,000 rights, each of
 
which would correspond to one new share. The exercise price of
 
each new share would be equal
to
 
 
0.23.
 
The
 
Annual
 
General
 
Meeting
 
authorized
 
the
 
Board
 
of
 
Directors
 
of
 
Eurobank
 
Holdings
 
to
 
define
 
the
 
eligible
 
staff
 
and
determine the remaining terms and conditions of the plan.
The
 
final
 
terms
 
and the
 
implementation
 
of
 
the
 
share
 
options
 
plan,
 
which
 
is
 
a
 
forward-looking
 
long-term
 
incentive
 
aiming
 
at
 
the
retention of key executives,
 
are defined and approved annually by the Board of Directors
 
in accordance with the applicable legal and
regulatory framework, as well as the policies of the
 
Group.
The options
 
are exercisable
 
in portions,
 
annually during
 
a period
 
from one
 
to five
 
years. Each
 
portion may
 
be exercised
 
wholly or
partly and converted into shares at the employees’ option, provided that they remain
 
employed by the Group until the first available
exercise date. The corporate
 
actions that adjust the number and the price of shares also adjust accordingly
 
the share options.
In addition, the share options also comply with the restrictions regarding
 
remuneration of Law 3864/2010, as each time in force.
The movement of share options during the period is analysed as follows:
Share options granted
2022
Balance at 1 January 2022
12,374,561
Options awarded during the year
11,654,117
Options cancelled during the year
(244,700)
Options exercised during the year
(1,515,656)
Balance at 31 December 2022
22,268,322
 
 
 
image_4 image_5
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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31 December 2022 Consolidated Financial Statements
The share options outstanding at the end of the period have
 
the following expiry dates:
Share options
Expiry date ⁽¹⁾
31 December 2022
2023
5,551,925
2024
7,131,580
2025
3,120,978
2026
2,595,139
2027
2,595,139
2028
1,273,561
Weighted average remaining contractual
 
life of share
options outstanding at the end of the period
24 months
(1)
 
Based on the earliest contractual exercise date.
In accordance
 
with the
 
Group’s
 
accounting policy
 
on employees’
 
share based
 
payments, the
 
grant date
 
fair value
 
of the
 
options is
recognized as an expense with a corresponding
 
increase in equity over the vesting period.
The fair
 
value at
 
grant date
 
is determined
 
using an
 
adjusted form
 
of the
 
Black-Scholes
 
model for
 
Bermudan equity
 
options which
takes
 
into account
 
the exercise
 
price, the
 
exercise
 
dates, the
 
term of
 
the option,
 
the share
 
price at
 
grant
 
date and
 
expected price
volatility
 
of the underlying share, the expected dividend yield and the risk-free
 
interest rate for
 
the term of the options.
Furthermore,
 
additional
 
conditions
 
on
 
certain
 
share
 
options
 
granted
 
to
 
key
 
executives
 
who
 
are
 
subject
 
to
 
any
 
remuneration
restrictions of Law 3864/2010 at the time of grant, are treated as non-vesting conditions. Accordingly,
 
the fair value measurement at
grant
 
date
 
of
 
such
 
share
 
options
 
takes
 
into
 
consideration
 
the
 
probability
 
that
 
the
 
relevant
 
restrictions
 
will
 
be
 
lifted,
 
based
 
on
Management judgement, and is not subsequently revised
 
regardless of whether the condition is eventually
 
satisfied.
The weighted average fair
 
value of the share options granted in December 2022 was € 0.63 (2021: € 0.42). The significant inputs into
the model were
 
a share price of €
 
1.021 (2021: € 0.7823) at
 
the grant date,
 
exercise price of
 
€ 0.23, annualized dividend
 
yield of 3%
(2021:
 
3%),
 
expected
 
average
 
volatility
 
of
 
38%
 
(2021:
 
68%),
 
expected
 
option
 
life
 
of
 
1-5
 
years,
 
and
 
a
 
risk-free
 
interest
 
rate
corresponding to the
 
options’ maturities, based
 
on the Euro swap
 
yield curve. The expected
 
volatility is measured
 
at the grant
 
date
of the options and is based on the average historical
 
volatility of the share price over the last one and a half year.
40.
 
Transfers
 
of financial assets
The Group
 
enters
 
into transactions
 
by which
 
it transfers
 
recognized
 
financial assets
 
directly to
 
third
 
parties or
 
to Special
 
Purpose
Entities (SPEs).
(a) The Group sells, in exchange
 
for cash, securities under an agreement
 
to repurchase them (repos)
 
and assumes a liability to repay
to the counterparty the cash received.
 
In addition, the Group pledges,
 
in exchange for cash, securities, covered bonds, as
 
well as loans
and receivables and assumes a liability to
 
repay to the counterparty
 
the cash received. The Group may
 
also transfer securities under
securities lending agreements with no exchange of cash or pledging of other financial assets as collateral.
 
For all the aforementioned
transactions, the
 
Group has
 
determined that
 
it retains
 
substantially all
 
the risks,
 
including associated
 
credit and
 
interest
 
rate risks,
and rewards of these financial assets and therefore has not derecognized them. As a result, the Group
 
is unable to use, sell or pledge
the transferred assets for the duration of the transaction. The related liability, where applicable, is recognized in Due to central banks
and credit institutions (notes 31 and 32), Due to customers
 
(note 33) and Debt securities in issue (note 34), as appropriate.
The Group
 
enters
 
into
 
securitizations
 
of various
 
classes of
 
loans
 
(corporate,
 
small and
 
medium enterprise,
 
consumer
 
and various
classes of non-performing loans), under which it assumes an obligation to pass on the cash flows from the loans to the holders of the
notes. The Group has determined that it retains substantially
 
all risks, including associated credit and interest rate
 
risks, and rewards
of these
 
loans and
 
therefore
 
has not
 
derecognized
 
them. As
 
a result
 
of the
 
above transactions,
 
the Group
 
is unable
 
to use,
 
sell or
pledge the
 
transferred
 
assets for
 
the duration
 
of their retention
 
by the
 
SPE. Moreover,
 
the note
 
holders' recourse
 
is limited
 
to the
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
transferred
 
loans. As at
 
31 December 2022,
 
the securitizations’
 
issues held by
 
third parties amounted
 
to € 553
 
million (2021: €
 
552
million) (note 34).
The table below sets out the details of Group's financial assets that have been
 
sold or otherwise transferred, but which do not qualify
for derecognition:
Carrying amount
2022
2021
€ million
€ million
Securities held for trading
44
11
Loans and advances to customers
14,186
14,344
-securitized loans⁽¹⁾
3,411
4,232
-pledged loans under covered bond program
4,261
4,360
-pledged loans with central banks
6,309
5,545
-other pledged loans
 
205
207
Investment securities
 
3,027
6,930
Total
17,257
21,285
(1)
 
It includes securitized loans of issues held by the Bank, not used for funding.
 
(b) The Group
 
may sell or
 
re-pledge any
 
securities borrowed
 
or obtained through
 
reverse repos
 
and has an
 
obligation to
 
return the
securities.
 
The
 
counterparty
 
retains
 
substantially
 
all
 
the
 
risks
 
and
 
rewards
 
of
 
ownership
 
and
 
therefore
 
the
 
securities
 
are
 
not
recognized by
 
the Group. As
 
at 31 December
 
2022, the Group
 
had obtained through
 
reverse repos
 
securities of face
 
value of €
 
134
million, of which € 15 million
 
sold under repurchase agreements and € 67 million pledged with
 
central banks (2021: € 598 million face
value of
 
which €
 
60 million
 
sold under
 
repurchase
 
agreements and
 
€ 505
 
million pledged
 
with central
 
banks). Furthermore,
 
in the
comparative
 
year,
 
the Group had
 
obtained Greek
 
treasury bills as
 
collaterals for
 
derivatives transactions
 
with the Hellenic
 
Republic
of face value of € 1,400 million, of which € 324 million sold under repurchase
 
agreements.
As at 31 December 2022, the cash value of the assets transferred
 
or borrowed by the Group through securities lending, reverse
 
repo
and
 
other
 
agreements
 
(points
 
a
 
and
 
b)
 
amounted
 
to
 
 
10,512
 
million,
 
while
 
the
 
associated
 
liability
 
from
 
the
 
above
 
transactions
amounted to € 10,412
 
million, of which € 114 million
 
repo agreements offset
 
in the balance sheet against
 
reverse repo deals
 
(notes
31, 32, 33,
 
34 and 5.2.1.4)
 
(2021: cash value
 
€ 13,583 million
 
and liability €
 
13,287 million, of
 
which € 591
 
million repo
 
agreements
offset in the balance sheet).
 
In addition, the Group’s
 
financial assets pledged as collaterals
 
for repos, derivatives,
 
securitizations and
other transactions other than the financial assets presented
 
in the table above are provided in notes 17 and 29.
41.
 
Leases
Group as a lessee
The Group leases office and branch premises, ATM
 
locations, residential properties for the
 
Group’s personnel,
 
and motor vehicles.
The majority of the Group’s property leases are under long term agreements (for a term of 12
 
years or more in the case of leased real
estate
 
assets),
 
with
 
options
 
to
 
extend
 
or
 
terminate
 
the
 
lease
 
according
 
to
 
the
 
terms
 
of
 
each
 
contract
 
and
 
the
 
usual
 
terms
 
and
conditions
 
of commercial
 
leases
 
applicable
 
in each
 
jurisdiction,
 
while motor
 
vehicles generally
 
have
 
lease terms
 
of up
 
to
 
4 years.
Extension options held by the Group are included in the lease term when it is reasonably certain that they will be exercised
 
based on
its assessment.
 
For
 
contracts
 
having
 
an indefinite
 
remaining
 
life
 
as at
 
1 January
 
2022, the
 
lease term
 
has been
 
determined
 
at
 
an
average of 7 years for the Bank, after
 
considering all relevant facts and circumstances. Depending on the
 
terms of each lease
 
contract,
lease payments are
 
adjusted annually
 
in line with the
 
consumer Price Index,
 
as published by
 
the Greek Statistical
 
Authority,
 
plus an
agreed fixed percentage.
Information about the leases for which the Group
 
is a lessee is presented below:
Right-of-Use Assets
As at 31 December 2022, the right-of-use assets included in property plant and equipment amounted to €
 
187 million (31 December
2021: € 230 million) (note
 
26), while those that
 
meet the definition of
 
investment property
 
amounted to € 14 million
 
(31 December
2021: € 14 million) (note 27).
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
147
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31 December 2022 Consolidated Financial Statements
Lease Liabilities
The
 
lease liability
 
included under
 
other
 
liabilities
 
amounted
 
to
 
€ 205
 
million
 
as at
 
31 December
 
2022 (31
 
December 2021:
 
€ 248
million) (note 35). The
 
maturity analysis of lease
 
liabilities as at 31
 
December 2022, based on
 
the contractual undiscounted cash flows,
is presented in note 5.2.3.
Amounts recognised in profit or loss
Interest on
 
lease liabilities is presented
 
in note 6 and the
 
lease expense relating to
 
short term leases is
 
ca. € 3 million (31
 
December
2021: € 3 million).
The Group had total cash outflows for
 
leases of € 39 million in 2022 (2021: € 39 million).
Group as a lessor
Finance lease
The Group leases out certain real estate
 
properties and equipment under finance leases, in its capacity as a lessor.
The maturity analysis of finance lease
 
receivables, based on the undiscounted lease payments to be
 
received after the reporting date,
is provided below:
2022
2021⁽¹⁾
€ million
€ million
Not later than one year
303
343
1-2 years
83
108
2-3 years
65
85
3-4 years
53
56
4-5 years
36
35
Later than 5 years
164
178
Lease Payments:
704
805
Gross investment in finance leases
704
805
Less: unearned finance income
(66)
(51)
Net investment in finance leases
638
754
Less: impairment allowance
(139)
(217)
Total
499
537
(1)
 
Comparative information has been adjusted in order to align with
 
current year’s presentation of the finance lease receivables.
Operating Leases
The
 
Group
 
leases
 
out
 
its
 
investment
 
property
 
under
 
the
 
usual
 
terms
 
and
 
conditions
 
of
 
commercial
 
leases
 
applicable
 
in
 
each
jurisdiction.
 
When such
 
leases do
 
not transfer
 
substantially
 
all of
 
the risks
 
and rewards
 
incidental
 
to the
 
ownership
 
of the
 
leased
assets, the Group classifies these lease
 
as operating leases. Information relating to operating leases of investment property,
 
including
the rental income recognised by the Group
 
during the year,
 
is provided in note 27.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
The maturity
 
analysis of operating
 
lease receivables,
 
based on the
 
undiscounted lease
 
payments to
 
be received after
 
the reporting
date, is provided below:
2022
2021
€ million
€ million
Not later than one year
92
96
One to two years
85
89
Two to three years
78
82
Three to four years
70
75
Four to five years
64
70
More than five years
250
304
Total
639
716
42.
 
Contingent liabilities and other commitments
The Group
 
presents
 
the credit
 
related
 
commitments
 
it has
 
undertaken
 
within the
 
context
 
of its
 
lending related
 
activities into
 
the
following
 
three categories:
 
a) financial
 
guarantee
 
contracts,
 
which refer
 
to guarantees
 
and standby
 
letters
 
of credit
 
that carry
 
the
same credit risk
 
as loans (credit
 
substitutes), b) commitments to
 
extend credit, which comprise
 
firm commitments that are
 
irrevocable
over the life of the facility or revocable
 
only in response to a material adverse effect
 
and c) other credit related commitments, which
refer
 
to
 
documentary
 
and
 
commercial
 
letters
 
and
 
other
 
guarantees
 
of
 
medium
 
and
 
low
 
risk
 
according
 
to
 
the
 
Regulation
 
No
575/2013/EU.
Credit related commitments are analyzed
 
as follows:
2022
2021
€ million
€ million
Financial guarantee contracts
1,807
1,068
Commitments to extend credit
 
3,898
1,572
Other credit related commitments
 
1,053
634
Total
6,758
3,274
The credit
 
related commitments
 
within the scope
 
of IFRS 9
 
impairment requirements
 
amount to
 
€ 10.5 billion
 
(2021: € 6.8
 
billion),
including revocable loan commitments
 
of € 3.7 billion (2021: € 3.6 billion), while
 
the corresponding allowance for
 
impairment losses
amounts to € 57 million (2021: € 48 million).
In addition, the Group has issued a sovereign risk financial guarantee of € 0.23 billion (31 December 2021: € 0.24 billion) for which an
equivalent amount has been deposited under the relevant
 
pledge agreement (note 29).
 
Other commitments
(a) The Bank has signed
 
irrevocable payment
 
commitment and collateral
 
arrangement agreements
 
with the Single Resolution Board
(SRB) amounting in total to € 24.4
 
million as at 31 December
 
2022 (2021: € 20 million),
 
representing 15% of its resolution contribution
payment obligation to the Single Resolution
 
Fund (SRF) for the years 2016-2022.
According
 
to the
 
agreements,
 
which are
 
backed
 
by cash
 
collateral
 
of an
 
equal amount,
 
the Bank
 
undertook to
 
pay
 
to the
 
SRB an
amount up
 
to the
 
above irrevocable
 
payment
 
commitment, in
 
case of
 
a call
 
and demand
 
for payment
 
made by
 
it, in
 
relation to
 
a
resolution action
 
taken for
 
another European
 
bank. The said
 
cash collateral
 
has been recognized
 
as a financial
 
asset in the
 
Group’s
balance sheet (note 29).
(b) As at 31 December 2022,
 
the contractual commitments for the acquisition of own used property, equipment and intangible assets
amounted to € 46 million (2021: € 43 million).
Post balance sheet event
In February 2023, the Bank signed a binding pre-agreement with a third party for
 
the acquisition of a Cypriot holding company, which
indirectly owns a land plot to be developed into a modern office complex and proceeded with an advance payment of €15.2m, in line
with the agreement. The completion of the agreement is expected
 
to take place in 2024.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
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31 December 2022 Consolidated Financial Statements
Legal proceedings
In the
 
year ended
 
31 December
 
2022, the
 
Bank concluded
 
an agreement
 
for the
 
acquisition of
 
the remaining
 
50% of
 
Hellenic Post
Credit S.A share capital (note 23.1), settled by offsetting receivables it held from the other shareholder. As a result, related provisions
of €
 
34 million
 
which had
 
been recognized,
 
were used
 
to offset
 
the respective
 
receivables
,
 
leading to
 
a significant
 
decrease of
 
the
provisions for
 
legal proceedings
 
outstanding against
 
the Group,
 
which as at
 
31 December 2022
 
amounted to
 
€ 28 million
 
(note 35)
(31 December 2021: € 64 million).
Furthermore, in the normal course of its business, the Group has been involved in a number of legal proceedings, which are either at
still a premature
 
or at an advanced trial
 
instance. The final settlement
 
of these cases may
 
require the lapse of
 
a certain time so that
the litigants exhaust the legal remedies provided for by the
 
law. Management, is closely monitoring the developments to the relevant
cases
 
and
 
having
 
considered
 
the
 
advice
 
of
 
the
 
Legal
 
Services
 
General
 
Division,
 
does
 
not
 
expect
 
that
 
there
 
will
 
be
 
an
 
outflow
 
of
resources and therefore
 
does not acknowledge the need for a provision.
43.
 
Operating segment information
Management has
 
determined the operating
 
segments based on
 
the internal reports
 
reviewed by
 
the Strategic
 
Planning Committee
that
 
are
 
used
 
to
 
allocate
 
resources
 
and
 
to
 
assess
 
their
 
performance
 
in
 
order
 
to
 
make
 
strategic
 
decisions.
 
The
 
Strategic
 
Planning
Committee considers the business both from a business unit and geographic perspective. Geographically, management considers the
performance of its business activities originated from Greece and
 
other countries in Europe (International).
Greece is
 
further segregated
 
into retail,
 
corporate,
 
global markets
 
& asset
 
management
 
and investment
 
property.
 
International
 
is
monitored and reviewed on a country basis.
 
The Group aggregates segments when
 
they exhibit similar economic characteristics and
profile and are expected to have
 
similar long-term economic development.
In more detail, the Group is organized
 
in the following reportable segments:
-
Retail:
 
incorporating
 
customer
 
current
 
accounts,
 
savings,
 
deposits
 
and
 
investment
 
savings
 
products,
 
credit
 
and
 
debit
 
cards,
consumer loans, small business banking and mortgages.
-
Corporate:
 
incorporating current
 
accounts, deposits,
 
overdrafts,
 
loan and other
 
credit facilities,
 
foreign currency
 
and derivative
products
 
to
 
corporate
 
entities,
 
custody
 
and
 
clearing
 
services,
 
cash
 
management
 
and
 
trade
 
services
 
and
 
investment
 
banking
services including corporate finance, merger and
 
acquisitions advice.
-
Global Markets
 
& Asset Management:
 
incorporating financial
 
instruments trading,
 
services to institutional
 
investors,
 
as well as,
specialized financial
 
advice and intermediation.
 
In addition, this
 
segment incorporates
 
mutual fund products,
 
institutional asset
management and equity brokerage.
-
International: incorporating operations
 
in Bulgaria, Serbia, Cyprus, Luxembourg and Romania.
-
Investment
 
Property:
 
incorporating
 
investment
 
property
 
activities relating
 
to
 
a diversified
 
portfolio
 
of
 
commercial
 
real
 
estate
assets.
 
Other segment
 
of the
 
Group refers
 
mainly to
 
a) property
 
management (including
 
repossessed assets),
 
b) other
 
investing
 
activities
(including equities’ positions),
 
c) private banking
 
services to medium and
 
high net worth
 
individuals, d) the
 
Group’s
 
share of results
of Eurolife Insurance group, e) the results related
 
to the Group’s transformation
 
projects and initiatives, the notes of Cairo, Pillar and
Mexico
 
securitizations,
 
which were
 
retained
 
by the
 
Group,
 
and the
 
Group’s
 
share of
 
results of
 
doValue
 
Greece Loans
 
and Credits
Claim Management S.A. and f) the effect of the liquidation of “ERB Istanbul
 
Holding A.S.” in June 2022 (note 23.1).
The
 
Group's
 
management
 
reporting
 
is
 
based
 
on
 
International
 
Financial
 
Reporting
 
Standards
 
(IFRS)
 
as
 
adopted
 
by
 
the
 
EU.
 
The
accounting policies of the Group's operating segments
 
are the same with those described in the principal accounting policies.
Revenues from
 
transactions between
 
business segments are allocated
 
on a mutually agreed
 
basis at rates
 
that approximate
 
market
prices.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
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|
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31 December 2022 Consolidated Financial Statements
43.1
 
Operating segments
31 December 2022
Retail
Corporate
Global Markets &
 
Asset Mngt
Investment
Property
International
Other and
Elimination
center
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Net interest income
437
374
284
 
(12)
457
10
1,550
Net commission income
92
115
99
0
141
1
449
Other net revenue
324
2
703
183
 
(6)
 
(69)
1,136
Total external revenue
854
490
1,087
171
592
 
(58)
3,135
Inter-segment revenue
23
38
 
(36)
2
 
(2)
 
(24)
-
Total revenue
876
528
1,051
173
589
 
(83)
3,135
Operating expenses
 
(409)
 
(125)
 
(68)
 
(39)
 
(278)
0
 
(917)
Impairment losses relating to loans
 
and advances to customers
 
(223)
 
(18)
-
-
 
(32)
 
(17)
 
(291)
Other impairment losses and provisions (note 12)
 
(6)
 
(3)
 
(18)
 
(3)
 
(17)
 
(62)
 
(108)
Share of results of associates and
 
joint ventures
 
(0)
0
 
(0)
-
-
18
18
Profit/(loss) before tax before restructuring costs
239
383
965
132
262
 
(143)
1,837
Restructuring costs (note 12)
 
(24)
 
(1)
 
(1)
-
 
(14)
 
(62)
 
(102)
Profit/(loss) before tax
215
381
965
132
248
 
(205)
1,735
Profit/(loss) before tax attributable to non
controlling interests
-
-
-
-
0
 
(0)
0
Profit/(loss) before tax attributable
 
to shareholders
215
381
965
132
248
 
(205)
1,735
31 December 2022
Retail
Corporate
Global Markets &
 
Asset Mngt
Investment
Property
International
Other and
Elimination
center⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Segment assets
14,817
16,522
13,088
1,445
21,704
13,884
81,460
Segment liabilities
30,535
12,441
5,568
308
19,736
6,154
74,742
The International segment is further analyzed
 
as follows:
31 December 2022
Bulgaria
Serbia
Cyprus
Luxembourg
Romania
Total
€ million
€ million
€ million
€ million
€ million
€ million
Net interest income
 
215
 
70
 
136
 
34
 
2
 
457
Net commission income
 
73
 
22
 
40
 
8
 
(1)
 
141
Other net revenue
 
(5)
 
1
 
1
 
0
 
(2)
 
(6)
Total external revenue
 
282
 
93
 
177
 
42
 
(2)
 
592
Inter-segment revenue
 
0
 
(0)
 
0
 
(3)
-
 
(2)
Total revenue
 
283
 
93
 
177
 
39
 
(2)
 
589
Operating expenses
 
(136)
 
(63)
 
(50)
 
(23)
 
(5)
 
(278)
Impairment losses relating to loans and
advances to customers
 
(37)
 
(14)
 
(1)
 
(0)
 
20
 
(32)
Other impairment losses and provisions
 
 
(5)
 
(4)
 
(1)
 
(0)
 
(7)
 
(17)
Share of results of associates and joint
ventures
-
-
-
-
 
0
 
0
Profit/(loss) before tax before restructuring
costs
 
105
 
11
 
125
 
15
 
6
 
262
Restructuring costs (note 12)
-
 
(14)
-
-
-
 
(14)
Profit/(loss) before tax
 
105
 
(3)
 
125
 
15
 
6
 
248
Profit/(loss) before tax attributable to non
controlling interests
 
0
 
0
-
-
-
 
0
Profit/(loss) before tax attributable to
shareholders
 
105
 
(3)
 
125
 
15
 
6
 
248
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
151
|
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31 December 2022 Consolidated Financial Statements
31 December 2022
Bulgaria
Serbia
Cyprus
Luxembourg
Romania
International
€ million
€ million
€ million
€ million
€ million
€ million
Segment assets⁽²⁾
7,944
2,504
8,793
2,304
159
21,704
Segment liabilities⁽²⁾
7,146
2,217
8,031
2,112
230
19,736
31 December 2021
Retail
Corporate
Global Markets
&
 
Asset Mngt
Investment
Property
International
Other and
Elimination
center
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Net interest income
436
317
217
(21)
375
(3)
1,321
Net commission income
80
75
88
1
117
(3)
358
Other net revenue
1
2
71
131
0
16
221
Total external revenue
518
394
376
110
492
10
1,900
Inter-segment revenue
22
40
(33)
2
(3)
(28)
-
Total revenue
540
434
343
112
489
(19)
1,900
Operating expenses
(412)
(126)
(59)
(38)
(240)
(2)
(876)
Impairment losses relating to loans and advances
to customers
(251)
(94)
-
-
(73)
(71)
(490)
Other impairment losses and provisions (note 12)
(5)
(1)
(6)
(3)
(9)
(28)
(52)
Share of results of associates and joint ventures
(0)
0
0
2
(0)
24
26
Profit/(loss) before tax before restructuring costs
(128)
213
279
72
168
(95)
508
Restructuring costs (note 12)
(7)
(2)
(0)
(7)
(10)
(25)
Profit/(loss) before tax
(135)
211
279
72
161
(105)
483
Profit/(loss) before tax attributable to non
controlling interests
-
-
-
0
(1)
0
(1)
Profit/(loss) before tax attributable to shareholders
(135)
211
279
72
163
(105)
484
31 December 2021
Retail
Corporate
Global Markets
&
 
Asset Mngt
Investment
Property
International
Other and
Elimination
center⁽¹⁾
Total
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Segment assets
14,878
14,696
13,265
1,495
19,870
13,648
77,852
Segment liabilities
29,562
10,869
6,828
356
18,183
6,420
72,217
31 December 2021
Bulgaria
Serbia
Cyprus
Luxembourg
Romania
Total
 
€ million
€ million
€ million
€ million
€ million
€ million
Net interest income
185
53
102
25
10
375
Net commission income
63
14
33
8
(2)
117
Other net revenue
(1)
1
1
0
(0)
0
Total external revenue
247
68
136
34
7
492
Inter-segment revenue
0
(0)
0
(3)
-
(3)
Total revenue
247
68
136
31
7
489
Operating expenses
(118)
(50)
(45)
(21)
(5)
(240)
Impairment losses relating to loans and
advances to customers
(43)
(11)
(4)
0
(15)
(73)
Other impairment losses and provisions
(3)
(4)
0
(0)
(1)
(9)
Share of results of associates and joint
ventures
-
(0)
-
-
(0)
(0)
Profit/(loss) before tax before restructuring
costs
83
3
87
9
(15)
168
Restructuring costs
-
(5.11)
-
(1)
-
(7)
Profit/(loss) before tax
83
(2)
87
8
(15)
161
Profit/(loss) before tax attributable to non
controlling interests
0
(1)
-
-
-
(1)
Profit/(loss) before tax attributable to
shareholders
83
(1)
87
8
(15)
163
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
152
|
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31 December 2022 Consolidated Financial Statements
31 December 2021
Bulgaria
Serbia
Cyprus
Luxembourg
Romania
International
€ million
€ million
€ million
€ million
€ million
€ million
Segment assets⁽²⁾
7,159
2,404
8,027
2,231
159
19,870
Segment liabilities⁽²⁾
6,422
2,121
7,341
2,051
358
18,183
(1)
 
Interbank eliminations between International and the other Group’s segments are included.
 
(2)
 
Intercompany balances among the Countries have been excluded from the reported assets and liabilities of International segment.
43.2
 
Entity wide disclosures
Breakdown of the Group's revenue
 
for each group of similar products and services is as follows:
2022
2021
€ million
€ million
Lending related activities
1,445
1,522
Deposits, network and asset management activities
323
(88)
Capital markets
950
339
Non banking and other services
417
127
Total
3,135
1,900
Information on the Country by Country Reporting based
 
on Law 4261/2014 is provided in the Appendix.
44.
 
Post balance sheet events
Details of post balance sheet events are provided
 
in the following notes:
Note 2.1 – Basis of preparation
Note 4 – Capital Management
Note 5 – Financial risk management and fair value
Note 22 – Investment securities
Note 23.1 – Shares in subsidiaries
Note 34 - Debt securities in issue
Note 42 - Contingent liabilities and other commitments
Note 45 - Related parties
45.
 
Related parties
Eurobank Ergasias Services and Holdings S.A. (the
 
Company or Eurobank Holdings) is the
 
parent company of Eurobank S.A. (the
 
Bank).
The Board
 
of Directors
 
(BoD) of Eurobank
 
Holdings is the
 
same as the
 
BoD of the
 
Bank and part
 
of the key
 
management personnel
(KMP) of the Bank
 
provides services to Eurobank Holdings
 
according to the terms
 
of the relevant agreement between
 
the two entities.
As at 31 December 2022,
 
the percentage of
 
the Company’s
 
ordinary shares with
 
voting rights held by the
 
Hellenic Financial Stability
Fund (HFSF) stands at 1.40%. The HFSF is considered to have significant influence over the Company pursuant to the provisions of the
Law 3864/2010, as in force, including the amendments under law 4941/2022,
and the Tripartite Relationship
 
Framework Agreement
(TRFA) between the Bank, the
 
Company and the HFSF
 
signed on 23
 
March 2020 and
 
amended on 3
 
February 2022. Further
 
information
in
 
respect
 
of
 
the
 
HFSF
 
rights
 
based
 
on
 
the
 
aforementioned
 
framework
 
is
 
provided
 
in
 
the
 
section
 
“Report
 
of
 
the
 
Directors
 
and
Corporate Governance Statement” of the Annual
 
Financial Report for the year ended 31 December 2022.
In 2023, Eurobank
 
Holdings announced its intention
 
to submit an offer
 
for
 
the buyback of its 52.08
 
million shares (corresponding
 
to
a participation
 
of 1.4%),
 
presently owned
 
by the
 
HFSF,
 
subject to
 
the receipt
 
of the
 
required approvals
 
from the
 
regulator and
 
the
General Meeting of the Company’s
 
Shareholders.
Fairfax
 
Group,
 
which
 
holds
 
32.99%
 
of
 
Eurobank
 
Holdings
 
voting
 
rights
 
as
 
of
 
31
 
December
 
2022
 
(31
 
December
 
2021:
 
33%),
 
is
considered to have significant
 
influence over the Company.
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
153
|
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31 December 2022 Consolidated Financial Statements
In
 
January
 
2022,
 
an
 
occupational
 
insurance
 
fund
 
(“Institution
 
for
 
occupational
 
retirement
 
provision-occupational
 
insurance
 
fund
Eurobank’s
 
Group personnel”
 
henceforth “the
 
Fund”) was established
 
as a not-for
 
-profit legal
 
entity under
 
Law 4680/2020, for
 
the
benefit of the
 
employees of the
 
Company,
 
the Bank and certain
 
other Greek entities
 
of the Group,
 
which constitute the
 
sponsoring
employers of the Fund. Accordingly,
 
in line with IAS 24 Related Parties, the Fund is considered to
 
be related party to the Group.
A number
 
of banking
 
transactions are
 
entered into
 
with related
 
parties in
 
the normal
 
course of
 
business and
 
are conducted
 
on an
arm's length basis.
 
These include loans,
 
deposits and guarantees.
 
In addition, as
 
part of its normal
 
course of business
 
in investment
banking activities, the Group at times may hold positions in debt and
 
equity instruments of related parties.
The
 
outstanding
 
balances
 
of
 
the
 
transactions
 
with
 
(a)
 
Fairfax
 
group,
 
(b)
 
the
 
key
 
management
 
personnel
 
(KMP)
 
and
 
the
 
entities
controlled or jointly controlled by
 
KMP and (c) other related parties, as well as the relating
 
income and expenses are as follows:
31 December 2022
31 December 2021
Fairfax
Group⁽²⁾ ⁽⁴⁾
KMP and Entities
controlled or jointly
controlled by KMP⁽¹⁾
Other Related
Parties⁽³⁾
Fairfax
Group⁽²⁾
KMP and Entities
controlled or jointly
controlled by KMP⁽¹⁾
Other Related
Parties⁽³⁾
€ million
€ million
€ million
€ million
€ million
€ million
Loans and advances to
customers
73.45
5.69
0.14
0.01
4.95
26.52
Other assets
0.39
 
-
 
87.07
0.37
0.19
76.04
Due to customers
34.22
20.98
97.50
0.24
21.90
80.68
Debt securities in issue
81.98
1.27
102.47
 
-
 
0.20
 
-
 
Other liabilities
0.13
0.20
10.35
 
-
 
0.32
40.86
Net interest income
 
(0.69)
0.01
 
(4.68)
0.21
 
-
 
 
(2.52)
Net banking fee and
commission income
0.02
0.11
10.89
 
-
 
0.16
14.74
Net trading income
 
-
 
 
-
 
0.01
 
-
 
 
-
 
0.45
Impairment losses relating to
loans and advances including
relative fees
 
(0.55)
 
-
 
 
(62.75)
0.02
 
-
 
 
(89.75)
Other operating
income/(expenses)
9.56
 
(15.18)
 
(10.17)
5.93
 
(14.99)
 
(12.44)
Guarantees issued
1.97
 
-
 
 
-
 
 
-
 
0.01
4.65
Guarantees received
 
-
 
0.01
 
-
 
 
-
 
0.01
 
-
 
(1)
Includes the key management personnel of the Group and their close family members.
(2)
 
The balances with the Group’s
 
associate Eurolife FFH Insurance Group
 
Holdings S.A., which is also a member
 
of Fairfax Group are presented
 
in the column
other related parties.
(3)
Other related parties
 
include associates, joint
 
ventures and as
 
of the first
 
half of 2022
 
the aforementioned
 
Eurobank Group’s personnel
 
occupational insurance
fund. In particular,
 
as at 31 December
 
2022 the outstanding balances of
 
transactions with the Fund
 
refer mainly to
 
deposits of € 1
 
million received from the
Fund.
(4)
As of 24 March 2022, the Bank ceased to have joint
 
control over its former joint venture Grivalia Hospitality S.A. (note 24). In addition,
 
in the third quarter of
2022, Fairfax
 
Group obtained control
 
over Grivalia Hospitality
 
S.A. Hence, as
 
at 31
 
December 2022, the
 
company is
 
considered to be
 
a related party
 
of the
Group.
For the year ended 31 December 2022, there were no
 
material transactions with the HFSF.
For the year ended 31
 
December 2022, an impairment of €
 
0.8 million (2021: € 0.2 million) has been
 
recorded against
 
loan balances
with Group’s
 
associates
 
and joint
 
ventures,
 
while the
 
respective
 
impairment allowance
 
amounted
 
to €
 
0.02 million
 
(31 December
2021: € 0.4 million).
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
154
|
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31 December 2022 Consolidated Financial Statements
Key management compensation (directors
 
and other key management personnel of the Group)
Key management personnel are entitled to compensation in the form of short-term employee benefits of € 7.52 million (2021: € 7.35
million) and long-term employee benefits
 
of € 1.24
 
million (2021: €
 
1.17 million). Additionally, the Group has recognised €
 
1.94 million
expense relating
 
with equity settled
 
share based payments
 
(2021: € 0.52 million)
 
(note 39). Furthermore
 
,
 
as at 31
 
December 2022,
the defined benefit
 
obligation for
 
the KMP amounts
 
to € 1.58
 
million (31 December
 
2021: € 1.48
 
million), while the
 
respective cost
for the
 
year through
 
the income
 
statement
 
amounts to
 
€ 0.12
 
million (2021:
 
€ 0.12
 
million) and
 
the other
 
comprehensive
 
income
(actuarial gain) amounts to € 0.07 million (2021: € 0.05 million actuarial gain).
46.
 
External Auditors
The
 
Group
 
has
 
adopted
 
a
 
Policy
 
on
 
External
 
Auditors’
 
Independence
 
which
 
provides
 
amongst
 
others,
 
for
 
the
 
definition
 
of
 
the
permitted
 
and non-permitted
 
services the
 
Group
 
auditors
 
may provide
 
further to
 
the statutory
 
audit. For
 
any
 
such services
 
to be
assigned to
 
the Group’s
 
auditors there
 
are specific
 
controlling
 
mechanisms in
 
order for
 
the Company’s
 
Audit Committee
 
to ensure
that a) the non-audit services
 
assigned to “KPMG Certified Auditors S.A.”, along with the KPMG network (KPMG), have been reviewed
and approved as required and b) there
 
is proper balance between audit and permitted non-audit work.
The total fees of the Group’s
 
principal independent auditor KPMG, for audit and other services provided are
 
analyzed as follows:
2022
2021
€ million
€ million
Statutory audit⁽¹⁾
(3.0)
(2.8)
Tax certificate
(0.4)
(0.4)
Other audit related assignments
(1.1)
(1.2)
Non audit assignments
(0.1)
(0.2)
Total
(4.6)
(4.6)
(1)
 
Includes fees for statutory audit of the annual separate and consolidated financial statements.
It is noted
 
that the non-audit
 
assignment fees
 
of “KPMG Certified
 
Auditors S.A.”
 
Greece, statutory
 
auditor of the
 
Group, amounted
to € 0.08 million.
 
 
 
image_4 image_5
Notes to the Consolidated Financial Statements
 
.
155
|
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31 December 2022 Consolidated Financial Statements
47.
 
Board of Directors
The Board of Directors (BoD) was elected by the Annual General Meeting (AGM) of the Shareholders
 
held on 23 July 2021 for a three
years term of office that will expire
 
on 23 July 2024, prolonged until the end of the period the AGM for the year 2024 will take
 
place.
Following the aforementioned AGM
 
decision, the BoD was constituted as a body at the BoD meeting of 23 July 2021, as follows:
G. Zanias
Chairman, Non-Executive Member
G. Chryssikos
Vice Chairman, Non-Executive Member
F. Karavias
Chief Executive Officer
 
S. Ioannou
Deputy Chief Executive Officer
 
K. Vassiliou
Deputy Chief Executive Officer
 
A. Athanasopoulos
Deputy Chief Executive Officer
 
B.P.
 
Martin
Non-Executive Member
A. Gregoriadi
Non-Executive Independent Member
I. Rouvitha Panou
Non-Executive Independent Member
R. Kakar
Non-Executive Independent Member
J. Mirza
Non-Executive Independent Member
C. Basile
Non-Executive Independent Member
E. Deli
Non-Executive Member (HFSF representative
 
under Law
3864/2010)
Athens, 6 April 2023
Georgios P.
 
Zanias
 
Fokion C. Karavias
Harris V. Kokologiannis
I.D. No ΑI - 414343
I.D. No ΑΙ - 677962
I.D. No AN - 582334
 
CHAIRMAN
 
OF THE BOARD OF DIRECTORS
CHIEF EXECUTIVE OFFICER
GENERAL MANAGER OF GROUP FINANCE
 
 
CHIEF FINANCIAL OFFICER
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
 
.
156
|
Page
 
31 December 2022 Consolidated Financial Statements
APPENDIX – Disclosures under Law 4261/2014
Country by Country Reporting
Pursuant to article 81 of Law 4261/2014, which incorporated article 89 of Directive
 
2013/36/EC into the Greek legislation, the Group
provides the following information
 
for each country in which it has an establishment:
(i)
 
Names, nature of activities and geographical location.
(ii)
 
The operating income (turnover), the
 
profit/(loss) before tax, the tax
 
on profit/ (loss) and the current tax
 
on a consolidated
basis for
 
each country; intercompany
 
transactions among countries are eliminated
 
through the line ‘Intra-Group
 
amounts’.
The amounts disclosed are prepared on the same basis as
 
the Group’s financial statements for the year ended 31 December
2022.
(iii)
 
The number of employees on a full time equivalent basis.
(iv)
 
The public subsidies received.
For the listing of the
 
Bank’s subsidiaries
 
at 31 December 2022, the
 
country of their incorporation
 
and the line of their business
 
refer
to note 23.1.
The information per country is set out below:
Year ended 31 December 2022
Operating
income
 
Profit/(loss)
before tax
Tax on profit/(loss)
Current
tax
Number of
employees at 31
December
€ million
€ million
€ million
€ million
Greece
2,632
1,561
 
(365)
 
(6)
6,265
Bulgaria
282
109
 
(12)
 
(12)
3,016
Romania
 
(3)
 
(9)
 
(0)
 
(1)
16
Cyprus
164
115
 
(21)
 
(20)
450
Serbia
92
 
(1)
0
 
(0)
1,477
Luxembourg⁽¹⁾
48
22
 
(6)
 
(6)
104
Turkey (note 23.1)
 
(79)
 
(79)
 
(1)
 
(1)
 
-
 
Netherlands
 
(0)
 
(1)
 
-
 
 
-
 
 
-
 
Intra-Group amounts
 
(1)
 
-
 
 
-
 
 
-
 
Total
3,135
1,717
 
(405)
 
(46)
11,328
(1)
 
The operations of Eurobank Private Bank Luxembourg S.A.’s branch in London are included within Luxembourg.
For
 
the
 
year
 
ended
 
31
 
December
 
2022,
 
net
 
income
 
of
 
 
53
 
million
 
that
 
is
 
attributable
 
to
 
the
 
targeted
 
longer-term
 
refinancing
operations (TLTRO
 
III) of the European Central Bank has been recognised in the income statement
 
(note 31).
Article 82 of Law 4261/2014
For 2022, the Group’s
 
return on assets (RoA) was 1.66%. RoA is calculated
 
by dividing the net profit for the year ended 31 December
2022 by the Group’s average
 
total assets for the year.
image_1
 
 
 
 
 
 
KPMG Certified Auditors S.A.
3 Stratigou Tombra
 
Street
Aghia Paraskevi
153 42 Athens, Greece
Telephone
 
+30 210 6062100
Fax
 
+30 210 6062111
Email:
 
info@kpmg.gr
KPMG Certified Auditors S.A., a Greek Societe Anonyme and a member
firm of the KPMG global organization of independent member firms
affiliated with KPMG International Limited, a private English company
limited by guarantee.All rights reserved.
Certified Auditors
Independent Auditors’ Report
To
 
the Shareholders of
Eurobank Ergasias Services and Holdings S.A.
Report on the Audit of the Financial Statements
Opinion
We have audited
 
the accompanying Financial Statements
 
of Eurobank Ergasias
 
Services and Holdings
 
S.A.
(the
 
“Company”)
 
which
 
comprise
 
the
 
Balance
 
Sheet
 
as
 
at
 
31 December
 
2022,
 
the
 
Statements
 
of
Comprehensive Income, Changes in Equity and Cash Flow for the year then
 
ended, and notes, comprising
a summary of significant accounting policies and other
 
explanatory information.
In our opinion, the
 
accompanying Financial Statements
 
present fairly,
 
in all material respects,
 
the financial
position
 
of
 
Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
as
 
at
 
31 December
 
2022
 
and
 
its
 
financial
performance and its
 
cash flows for
 
the year then
 
ended, in accordance
 
with International Financial
 
Reporting
Standards as adopted by the European Union.
Basis for Opinion
We conducted
 
our audit
 
in accordance
 
with International
 
Standards on
 
Auditing (ISA),
 
as incorporated
 
in
Greek
 
legislation.
 
Our
 
responsibilities
 
under
 
those
 
standards
 
are
 
further
 
described
 
in
 
the
 
Auditors’
Responsibilities for
 
the Audit of
 
the Financial
 
Statements section of
 
our report. We
 
are independent
 
of the
Company in accordance
 
with the International
 
Ethics Standards Board
 
for Accountants International
 
Code
of Ethics
 
for Professional
 
Accountants, as
 
incorporated in
 
Greek legislation,
 
and the
 
ethical requirements
that are
 
relevant to
 
the audit
 
of the
 
financial statements
 
in Greece,
 
and we
 
have fulfilled
 
our other
 
ethical
responsibilities in accordance
 
with the requirements
 
of the applicable
 
legislation. We
 
believe that the audit
evidence we have obtained is sufficient and appropriate
 
to provide a basis for our opinion.
image_2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Key Audit Matters
Key audit matters
 
are those matters,
 
that, in our
 
professional judgment,
 
were of
 
most significance
 
in our
audit of the financial statements of the current period.
These matters and the relevant significant assessed risks of material misstatement were
 
addressed in the
context of our audit of the financial statements as a whole, and
 
in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Assessment of Impairment indicators of shares in
 
subsidiaries
See Notes 2.2.1, 2.2.6 and 10 to the Financial Statements.
Shares
 
in
 
subsidiaries
 
as
 
of
 
31
 
December
 
2022
 
amounted
 
to
 
EUR
 
4
 
097
 
million
 
(2021:
EUR
4
093 million).
The key audit matter
How the matter was addressed in our audit
The Company
 
records shares
 
in subsidiaries
at
 
amortised
 
cost
 
less
 
impairment.
 
In
accordance with
 
IFRS, management performs
impairment
 
tests
 
for
 
investments
 
in
subsidiaries when relevant indications exist.
The
 
assessment
 
of
 
whether
 
there
 
are
 
any
triggers
 
for
 
impairment
 
of
 
shares
 
in
subsidiaries
 
involves
 
significant
 
judgment
from
 
management
 
and
 
therefore
 
increased
levels of audit focus.
Disclosures in the Financial Statements
Disclosures
 
regarding
 
the
 
assumptions
 
and
the
 
methodology
 
used
 
for
 
the
 
calculation
 
of
any impairment
 
are important
 
to provide
 
clarity
to the financial statements.
Key aspects of our testing included, among others:
 
We
 
evaluated
 
management
 
assessment
 
of
whether
 
triggers
 
for
 
impairment
 
of
 
shares
 
in
subsidiaries exist.
Assessing disclosures:
We evaluated
 
the adequacy
 
and appropriateness
 
of the
disclosures
 
in
 
the
 
financial
 
statements
 
that
 
address
 
the
matters around the judgements.
image_2
 
 
 
 
 
 
 
 
 
3
Other Information
The
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
other
 
information.
 
The
 
other
 
information
 
comprises
 
the
information included in the Board of
 
Directors’ Report, for which reference is made in
 
the “Report on Other
Legal and Regulatory
 
Requirements” and
 
the Declarations
 
of the Members
 
of the Board
 
of Directors
 
but
does not include the Financial Statements and our Auditors’ Report
 
thereon.
Our opinion on the Financial Statements does not cover
 
the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information
and,
 
in
 
doing
 
so,
 
consider
 
whether
 
the
 
other
 
information
 
is
 
materially
 
inconsistent
 
with
 
the
 
Financial
Statements or
 
our knowledge
 
obtained
 
in the
 
audit, or
 
otherwise appears
 
to be
 
materially misstated.
 
If,
based on
 
the work
 
we have
 
performed, we
 
conclude
 
that there
 
is a
 
material
 
misstatement
 
of this
 
other
information, we are required to report that fact. We
 
have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance
for the Financial Statements
The Board of Directors is responsible
 
for the preparation and fair
 
presentation of the financial statements
in accordance
 
with International
 
Financial Reporting
 
Standards as
 
adopted by
 
the European
 
Union, and
for such
 
internal control
 
as the
 
Board of
 
Directors determines
 
is necessary
 
to enable
 
the preparation
 
of
financial statements that are free from material misstatement,
 
whether due to fraud or error.
In preparing the
 
financial statements,
 
the Board of
 
Directors is responsible
 
for assessing the
 
Company’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
 
the
 
Board
 
of
 
Directors
 
either
 
intends
 
to
 
liquidate
 
the
Company or to cease operations, or has no realistic alternative
 
but to do so.
The
 
Audit
 
Committee
 
of
 
the
 
Company
 
is
 
responsible
 
for
 
overseeing
 
the
 
Company’s
 
financial
 
reporting
process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from
 
material misstatement, whether
 
due to
 
fraud or
 
error, and to
 
issue an
 
auditors’ 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 which
 
have been incorporated
 
in Greek legislation
 
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 financial statements.
As
 
part
 
of
 
an
 
audit
 
in
 
accordance
 
with
 
ISAs,
 
which
 
have
 
been
 
incorporated
 
in
 
Greek
 
legislation,
 
we
exercise professional judgment and maintain professional
 
skepticism throughout the audit. We
 
also:
 
Identify
 
and
 
assess
 
the
 
risks
 
of
 
material
 
misstatement
 
of
 
the
 
financial
 
statements,
 
whether
 
due
 
to
fraud
 
or
 
error,
 
design
 
and
 
perform
 
audit
 
procedures
 
responsive
 
to
 
those
 
risks,
 
and
 
obtain
 
audit
image_2
 
 
 
 
 
 
4
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.
 
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 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
 
the
 
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 ability to continue as
 
a going
concern. If
 
we conclude
 
that a
 
material uncertainty
 
exists, we
 
are required
 
to draw
 
attention in
 
our
auditors’
 
report
 
to
 
the
 
related
 
disclosures
 
in
 
the
 
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
 
auditors’
 
report.
 
However,
 
future
 
events
 
or
 
conditions
 
may
 
cause
 
the
 
Company
 
to
cease to continue as a going concern.
 
Evaluate
 
the
 
overall
 
presentation,
 
structure,
 
and
 
content
 
of
 
the
 
financial
 
statements,
 
including
 
the
disclosures, and
 
whether the
 
financial statements
 
represent the
 
underlying transactions
 
and events
in a manner that achieves fair presentation.
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
 
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 Financial Statements
 
of the current period
 
and are therefore
the key audit matters. We describe
 
these matters in our auditors’ report
 
unless law or regulation precludes
public disclosure about
 
the matter or
 
when, in extremely
 
rare circumstances, we
 
determine that a
 
matter
should
 
not
 
be
 
communicated
 
in
 
our
 
report
 
because
 
the
 
adverse
 
consequences
 
of
 
doing
 
so
 
would
reasonably be expected to outweigh the public interest
 
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1
 
Additional Report to the Audit Committee
Our
 
audit
 
opinion
 
on
 
the
 
Financial
 
Statements
 
is
 
consistent
 
with
 
the
 
Additional
 
Report
 
to
 
the
 
Audit
Committee
 
of
 
the
 
Company
 
dated
 
7
 
April
 
2023,
 
pursuant
 
to
 
the
 
requirements
 
of
 
article 11
 
of
 
the
Regulation 537/2014 of the European Union (EU).
2
 
Provision of Non-Audit Services
We
 
have
 
not
 
provided
 
to
 
the
 
Company
 
any
 
prohibited
 
non-audit
 
services
 
referred
 
to
 
in
 
article
 
5
 
of
Regulation (EU) 537/2014.
image_2
 
 
 
 
 
 
 
 
 
 
5
The
 
permissible
 
non-audit
 
services
 
that
 
we
 
have
 
provided
 
to
 
the
 
Company
 
during
 
the
 
year
 
ended
31 December 2022 are disclosed in Note 20 of the accompanying
 
Financial Statements.
3
 
Appointment of Auditors
We were
 
appointed for
 
the first
 
time as
 
Certified Auditors
 
of the
 
Company based
 
on the
 
decision of
 
the
Annual General Shareholders’ Meeting
 
dated 10 July
 
2018. From then
 
onwards our appointment has
 
been
renewed
 
uninterruptedly
 
for
 
a
 
total
 
period
 
of
 
five
 
years
 
based
 
on
 
the
 
annual
 
decisions
 
of
 
the
 
General
Shareholders’ Meeting.
4
 
Operations Regulation
The Company has an
 
Operations Regulation in
 
accordance with the
 
content provided by
 
the provisions of
the article 14 of Law 4706/2020.
5
 
Assurance Report on the European Single Electronic Reporting Format
We examined the
 
digital files of
 
Eurobank Ergasias Services
 
and Holdings S.A.
 
(the Company), which
 
were
prepared
 
in
 
accordance
 
with
 
the
 
European
 
Single
 
Electronic
 
Format
 
(ESEF)
 
that
 
is
 
determined
 
by
 
the
Commission
 
Delegated
 
Regulation
 
(EU) 2019/815,
 
as
 
in
 
force
 
(the
 
ESEF
 
Regulation)
 
that
 
include
 
the
Financial
 
Statements
 
of
 
the
 
Company
 
for
 
the
 
year
 
ended
 
as
 
at
 
31 December
 
2022
 
in
 
XHTML
 
format
(JEUVK5RWVJEN8W0C9M24-2022-12-31-en.xhtml).
Regulatory framework
The
 
digital
 
files
 
of
 
the
 
European
 
Single
 
Electronic
 
Format
 
are
 
prepared
 
in
 
accordance
 
with
 
the
 
ESEF
Regulation,
 
and
 
the
 
2020/C 379/01
 
Commission
 
Interpretative
 
Communication
 
issued
 
on
 
10 November
2020, as
 
required by
 
the L. 3556/2007
 
and the
 
relevant announcements
 
of the
 
Hellenic Capital
 
Markets
Commission and the Athens Stock Exchange (the “ESEF
 
Regulatory Framework”).
This Framework includes in summary, among others, that
 
all the annual financial
 
reports must be prepared
in XHTML format.
The
 
requirements
 
as
 
defined
 
in
 
the
 
ESEF
 
Regulatory
 
Framework
 
as
 
in
 
force
 
are
 
appropriate
 
criteria
 
in
order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
preparation
 
and
 
filing
 
of
 
the
 
financial
 
statements
 
of
 
the
Company,
 
for the year
 
ended as at
 
31 December 2022,
 
in accordance with
 
the requirements determined
by the ESEF Regulatory Framework, and
 
for such internal control as the Board
 
of Directors determines is
necessary to enable
 
the preparation
 
of digital files
 
that are free
 
from material misstatement,
 
whether due
to fraud or error.
Auditors’ Responsibilities
Our responsibility is the planning and the execution
 
of this assurance engagement in accordance
 
with the
214/4/11-02-2022
 
Decision of
 
the Hellenic
 
Accounting and
 
Auditing Standards
 
Oversight
 
Board and
 
the
image_2
6
Guidelines
 
for
 
the
 
assurance
 
engagement
 
and
 
report
 
of
 
Certified
 
Auditors
 
on
 
the
 
European
 
Single
Electronic Reporting Format (ESEF) of
 
issuers with shares listed
 
in a regulated market
 
in Greece, as these
were issued
 
by the
 
Institute of
 
Certified Public
 
Accountants of
 
Greece on
 
14 February
 
2022 (the
 
“ESEF
Guidelines”), in order
 
to obtain reasonable
 
assurance that the
 
Financial Statements
 
of the Company
 
that
are prepared
 
by the
 
the
 
Board
 
of Directors
 
of the
 
Company
 
in accordance
 
with
 
the ESEF
 
comply
 
in all
material respects with the ESEF Regulatory Framework
 
as in force.
Our
 
work
 
was
 
performed
 
in
 
accordance
 
with
 
the
 
International
 
Ethics
 
Standards
 
Board
 
for
 
Accountants’
Code of
 
Ethics for
 
Professional
 
Accountants,
 
as it
 
has
 
been incorporated
 
into Greek
 
legislation
 
and we
have also
 
fulfilled our
 
independence requirements, in
 
accordance with the
 
L. 4449/2017 and the
 
Regulation
(EU) 537/2014.
The assurance work
 
that we carried
 
out refers exclusively
 
to the ESEF
 
Guidelines and was
 
conducted in
accordance with the 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
 
is
 
not
 
a
 
guarantee
 
that
 
such
 
an
 
assurance
 
engagement
 
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
 
express
 
the
 
conclusion
 
that
 
the
Financial
 
Statements
 
of
 
the
 
Company
 
for
 
the
 
year
 
ended
 
as
 
of
 
31 December
 
2022
 
in
 
XHTML
 
format
(JEUVK5RWVJEN8W0C9M24-2022-12-31-en.xhtml),
 
have
 
been
 
prepared,
 
in
 
all
 
material
 
respects,
 
in
accordance with the requirements of the ESEF Regulatory
 
Framework.
Athens, 7 April 2023
KPMG Certified Auditors S.A.
AM SOEL 114
Harry Sirounis, Certified Auditor
 
 
AM SOEL 19071
image_p261i1 image_3
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
 
31 DECEMBER 2022
8 Othonos Str, Athens
 
105 57,
 
Greece
eurobankholdings.gr,
 
Tel.: (+30) 214 40 61000
General Commercial
 
Registry No: 000223001000
 
 
image_4 image_5
 
.
 
Index to the Financial Statements
 
..................................................................................................................................................
Page
Balance Sheet ........................................................................................................................................................................................ 1
Statement of Comprehensive Income ................................................................................................................................................... 2
Statement of Changes in Equity................................
 
............................................................................................................................. 3
Cash Flow Statement ............................................................................................................................................................................. 4
Notes to the Financial Statements
1.
 
General information ................................................................................................
 
.....................................................................
 
5
2.
 
Basis of preparation and principal accounting policies
 
................................................................................................................ 5
2.1
 
Basis of preparation ......................................................................................................................................................................
 
5
2.2
 
Principal accounting policies
 
......................................................................................................................................................... 9
3.
 
Critical accounting estimates and judgments
 
in applying accounting policies ...........................................................................
 
19
4.
 
Financial risk management and fair value ................................................................................................
 
..................................
 
21
4.1
 
Financial risk factors and risk management................................
 
................................................................................................ 21
4.2
 
Fair value of financial assets and liabilities .................................................................................................................................
 
21
5.
 
Net interest income .................................................................................................................................................................... 22
6.
 
Other income/(expenses) ........................................................................................................................................................... 22
7.
 
Operating expenses .................................................................................................................................................................... 23
8.
 
Income tax .................................................................................................................................................................................. 23
9.
 
Investment securities
 
................................................................................................................................................................
 
..
 
24
10.
 
Shares in subsidiaries
 
................................................................................................................................................................
 
..
 
24
11.
 
Other assets
 
................................................................................................................................................................
 
................
 
24
12.
 
Debt securities in issue ............................................................................................................................................................... 24
13.
 
Other liabilities ................................................................................................................................
 
...........................................
 
25
14.
 
Share capital and share premium ............................................................................................................................................... 26
15.
 
Reserves and retained earnings/(losses) .................................................................................................................................... 26
16.
 
Share options
 
................................................................................................................................................................
 
..............
 
27
17.
 
Cash and cash equivalents ..........................................................................................................................................................
 
28
18.
 
Post balance sheet events ................................................................................................................................
 
..........................
 
28
19.
 
Related parties
 
................................................................................................................................................................
 
............
 
28
20.
 
External Auditors ................................................................................................................................................................
 
........
 
29
21.
 
Board of Directors
 
................................................................................................................................................................
 
.......
 
30
 
 
 
image_4 image_5 image_6
Balance Sheet
 
.
1
 
|
Page
 
31 December
 
2022 Financial
 
Statements
Notes on pages 5 to 30 form an integral part of these
 
financial statements.
 
 
 
image_4 image_5 image_7
Statement of Comprehensive Income
 
.
2
 
|
Page
 
31 December
 
2022 Financial
 
Statements
Notes on pages 5 to 30 form an integral part of these
 
financial statements
 
 
 
image_4 image_5 image_8
Statement of Changes in Equity
 
.
3
 
|
Page
 
31 December
 
2022 Financial
 
Statements
Notes on pages 5 to 30 form an integral part of these
 
financial statements.
 
 
 
image_4 image_5 image_9
Cash Flow Statement
 
.
4
 
|
Page
 
31 December
 
2022 Financial
 
Statements
Notes on pages 5 to 30 form an integral part of these
 
financial statements.
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
5
 
|
Page
 
31 December
 
2022 Financial
 
Statements
1.
 
General information
Eurobank
 
Ergasias
 
Services and
 
Holdings S.A.
 
(the Company
 
or Eurobank
 
Holdings) is
 
the parent
 
company
 
of Eurobank
 
S.A. (the
Bank) which
 
along with
 
its subsidiaries
 
(Eurobank S.A.
 
Group), comprise
 
the major
 
part of
 
Eurobank Holdings
 
Group (the
 
Group)
(note 10).
 
The Company
 
operates
 
mainly in
 
Greece and
 
through the
 
Bank’s
 
subsidiaries in
 
Central
 
and Southeastern
 
Europe. Its
main activities
 
relate to
 
the strategic
 
planning of
 
the administration
 
of non-performing
 
loans and
 
the provision
 
of services
 
to its
subsidiaries and third parties, while
 
the Eurobank S.A. Group is
 
active in retail, corporate
 
and private banking, asset
 
management,
treasury,
 
capital markets
 
and other services. The
 
Company is
 
incorporated in
 
Greece, with its
 
registered office
 
at Othonos Street,
Athens 105 57 and its shares are listed on
 
the Athens Stock Exchange.
These financial statements were approved
 
by the Board of Directors on 6 April 2023. The Ιndependent Auditor’s Report
 
is included
in section B III of the Annual Financial Report.
2.
 
Basis of preparation and principal accounting policies
The
 
financial
 
statements
 
of
 
the
 
Company
 
have
 
been
 
prepared
 
on
 
a
 
going
 
concern
 
basis
 
and
 
in
 
accordance
 
with
 
the
 
principal
accounting policies set out below:
2.1
 
Basis of preparation
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS)
issued by
 
the International
 
Accounting
 
Standards
 
Board
 
(IASB), as
 
endorsed by
 
the European
 
Union (EU),
 
and in
 
particular with
those standards
 
and interpretations,
 
issued and
 
effective
 
or issued
 
and early
 
adopted as
 
at the
 
time of
 
preparing these
 
financial
statements.
The financial statements are
 
prepared under the historical cost basis
 
except for the financial assets measured
 
at fair value through
other comprehensive income and financial assets and financial liabilities measured
 
at fair-value-through-profit
 
-or-loss.
 
The accounting policies for the preparation of the financial statements of the Company have been consistently applied to the
 
years
2022 and 2021, after
 
taking into account
 
the amendments in IFRSs
 
as described in section
 
2.1.1 (a) “New and
 
amended standards
adopted by the Company as of 1 January 2022”.
 
In addition, where necessary,
 
comparative figures have
 
been adjusted to conform
to changes in presentation in the current
 
year.
 
The
 
preparation
 
of
 
financial
 
statements
 
in
 
accordance
 
with
 
IFRS
 
requires
 
the
 
use
 
of
 
estimates
 
and
 
judgements
 
that
 
affect
 
the
reported amounts of
 
assets and liabilities and
 
disclosure of contingent
 
liabilities at the date
 
of the financial statements,
 
as well as
the reported amounts of
 
revenues and expenses during the
 
reporting period. Although these
 
estimates are based on management's
best knowledge of current events and conditions,
 
actual results ultimately may differ from
 
those estimates.
The Company’s presentation currency is the Euro (€). Except
 
as indicated, financial information presented in Euro has
 
been rounded
to the nearest million. The figures presented
 
in the notes may not sum precisely to the totals provided
 
due to rounding.
Going concern considerations
The
 
Company’s
 
business
 
strategy
 
and
 
activities
 
are
 
linked
 
to
 
those
 
of
 
its
 
banking
 
subsidiary
 
Eurobank
 
S.A.
 
In
 
this
 
context,
 
the
directors monitor closely the
 
capital and liquidity
 
position of the
 
Bank as well
 
as the associated
 
risks, uncertainties and the
 
mitigating
factors affecting
 
its operations. The annual
 
financial statements have
 
been prepared on a
 
going concern basis, as the
 
Board of the
Directors considered as appropriate,
 
taking into consideration the following:
2022 was
 
marked
 
by the
 
war in
 
Ukraine, which
 
gave
 
rise to
 
a global
 
- but
 
predominantly
 
European -
 
energy crisis,
 
added to
 
the
mounting inflationary
 
pressures, and
 
led to
 
widespread economic
 
uncertainty and
 
increased volatility
 
in the global
 
economy and
financial
 
markets.
 
Nevertheless,
 
the
 
post-pandemic
 
recovery
 
continued
 
for
 
a
 
second
 
consecutive
 
year
 
in
 
Greece,
 
with
 
its
 
GDP
growth overperforming
 
that of most
 
of its EU
 
peers. According
 
to the
 
Hellenic Statistical
 
Authority (ELSTAT)
 
provisional data,
 
the
Greek economy
 
expanded by
 
5.9% on
 
an annual basis
 
in 2022, with
 
the European
 
Commission (EC)
 
estimating the
 
full-year 2022
growth rate at 5.5% and 1.2%
 
in 2023 in
 
its winter economic forecast (February 2023). The inflation
 
rate, as measured by the
 
change
in the 12-month average Harmonized Index
 
of Consumer Prices (HICP), increased to 9.3% in 2022 according to ELSTAT,
 
primarily as
a result
 
of supply-side shocks
 
(including the hikes
 
in energy,
 
food and
 
other raw
 
material prices,
 
the continued
 
disruptions in the
supply chain and the rising nominal wages), alongside the steep post-pandemic recovery of domestic and external demand. The EC
expects that the
 
inflation rate will
 
decline to 4.5% in
 
2023, and further de-escalate
 
to 2.4% in 2024.
 
Moreover,
 
provisional ELSTAT
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
6
 
|
Page
 
31 December
 
2022 Financial
 
Statements
data shows that
 
the average
 
monthly unemployment in
 
2022 decreased to 12.4%,
 
from 14.8% in 2021,
 
while the Organisation
 
for
Economic Co-operation
 
and Development (OECD) in
 
its latest report
 
(January 2023) expects unemployment
 
to decline to 11.5% in
2023. On
 
the fiscal
 
front, the
 
general government
 
primary balance was
 
to post
 
a deficit
 
of 1.6%
 
of GDP
 
in 2022
 
according to
 
the
2023 Budget (latest outlook point to a primary deficit of
 
ca. 1% of GDP or even lower), and a surplus of 0.7% of GDP in 2023 (2021:
deficit of 5%). The gross public debt-to-GDP ratio is expected to decline to 168.9%
 
and 159.3% in 2022 and 2023 respectively (2021:
194.5%). The
 
above forecasts
 
may change
 
in case
 
of potential
 
adverse
 
international
 
developments
 
that could
 
affect
 
energy and
other goods prices, interest rates, external and domestic demand, and bring about the need for additional fiscal support measures.
The Bulgarian
 
economy expanded
 
by 3.4%
 
in 2022 (2021:
 
7.6%), based
 
on data
 
from the
 
National Statistical
 
Institute of
 
Bulgaria,
while inflation averaged
 
at 15.3% in 2022
 
(2021: 3.3%). According
 
to the EC’s
 
winter economic forecasts
 
(February 2023), the real
GDP in Bulgaria
 
is expected to
 
grow by
 
1.4% in 2023,
 
while the HICP
 
is expected
 
at 7.8% in
 
2023. Respectively,
 
in Cyprus
 
the real
GDP growth is forecasted at 5.8% in 2022 and 1.6% in 2023 (2021: 6.6%), while the CPI is estimated at 8.1% in 2022 and 4% in 2023
(2021: 2.3%).
A significant boost
 
to growth in
 
Greece and in
 
other countries of
 
presence is expected
 
from European
 
Union (EU) funding,
 
mainly
under
 
the Next
 
Generation
 
EU (NGEU)
 
instrument
 
and
 
the Multiannual
 
Financial
 
Framework
 
(MFF) 2021–2027,
 
EU’s
 
long-term
budget. Greece shall receive EU funds of more than €
 
30.5 billion (€ 17.8 billion
 
in grants and € 12.7 billion in loans)
 
up to 2026 from
NGEU’s
 
Recovery and
 
Resilience Facility
 
(RRF) to finance
 
projects and
 
initiatives laid down
 
in its National
 
Recovery and
 
Resilience
Plan (NRRP) titled “Greece
 
2.0”.
 
A pre-financing of
 
€ 4 billion was disbursed
 
in August 2021, and the
 
first two regular
 
payments of
€ 3.6 billion each in April 2022 and January 2023 respectively. Greece has been also allocated about € 40 billion through MFF 2021-
2027. On the monetary policy front, although net
 
bond purchases under the temporary Pandemic Emergency Purchase Programme
(PEPP)
 
ended
 
in
 
March
 
2022, as
 
scheduled,
 
the
 
European
 
Central
 
Bank
 
(ECB)
 
will
 
continue
 
to
 
reinvest
 
principal
 
from
 
maturing
securities
 
at
 
least
 
until
 
the
 
end
 
of
 
2024,
 
including
 
purchases
 
of
 
Greek
 
Government
 
Bonds
 
(GGBs)
 
over
 
and
 
above
 
rollovers
 
of
redemptions. Furthermore, the Governing Council of the ECB,
 
in line with its strong commitment to its price stability
 
mandate, has
proceeded with six rounds of interest rate hikes (in July, September, October,
 
December 2022, February and in
 
March 2023), raising
the
 
three
 
key
 
ECB
 
interest
 
rates
 
by
 
350 basis
 
points
 
in
 
aggregate.
 
Moreover,
 
it
 
approved
 
a new
 
instrument
 
(the “Transmission
Protection Instrument”
 
– TPI) aimed
 
at preventing
 
fragmentation in
 
the sovereign
 
bonds market.
 
Finally,
 
following the
 
expiration
of the special terms and conditions
 
applying to the TLTRO
 
III (Targeted
 
Longer-Term
 
Refinancing Operations) on
 
23 June 2022, the
ECB will keep assessing how targeted
 
lending operations are contributing to
 
its monetary policy stance.
In 2022,
 
the Greek
 
State proceeded
 
with the
 
issuance of
 
nine bonds
 
of various
 
maturities (5-year,
 
10-year,
 
15-year and
 
20-year)
through the
 
Public Debt
 
Management Agency
 
(PDMA), raising
 
a total
 
of €
 
8.3 billion
 
from international
 
financial markets.
 
On 17
January 2023, the PDMA issued a
 
10-year bond of € 3.5
 
billion at a yield of 4.279%
 
and more recently,
 
on 29 March 2023, issued a
5-year bond of € 2.5 billion at a yield of 3.919%. As of end 2022, the cash reserves of the Greek State stood in excess of € 30 billion,
and
 
as of
 
early
 
February
 
2023, its
 
sovereign
 
rating
 
was
 
one
 
notch
 
below
 
investment
 
grade
 
by three
 
of the
 
four
 
External
 
Credit
Assessment Institutions (ECAIs) accepted by the Eurosystem
 
(DBRS Morningstar: ΒΒ (high); S&P Ratings, Fitch Ratings: BB+).
Regarding
 
the outlook
 
for the
 
next 12
 
months the
 
major macroeconomic
 
risks and
 
uncertainties in
 
Greece and
 
our region
 
are as
follows:
 
(a)
 
the
 
ongoing
 
Russia
 
-
 
Ukraine
 
war
 
and
 
its
 
ramifications
 
on
 
regional
 
and
 
global
 
stability
 
and
 
security,
 
as
 
well
 
as
 
the
European and
 
Greek economy,
 
(b) a potential
 
prolongation of
 
the ongoing
 
inflationary wave
 
and its impact
 
on economic growth,
employment, public
 
finances, household
 
budgets, firms’
 
production costs,
 
external trade
 
and banks’
 
asset quality,
 
as well
 
as any
potential social
 
and/or political
 
ramifications these
 
may entail,
 
(c) the ongoing
 
and potential
 
upcoming central
 
bank interest
 
rate
hikes worldwide,
 
and in the
 
euro area
 
in particular,
 
that may
 
exert upwards
 
pressures on
 
sovereign and
 
private borrowing
 
costs,
especially those of highly indebted borrowers, deter investments, increase volatility
 
in the financial markets and lead economies to
slow down or even a temporary recession, (d) the recent banking sector turmoil to
 
continue and expand in the euro area, affecting
customers’ confidence,
 
with a potential
 
impact on assets
 
under management levels
 
and on liquidity,
 
(e) the impact
 
of a potential
curtailment or discontinuation of the
 
government energy support measures on growth,
 
employment and the servicing
 
of household
and corporate
 
debt, (f) the
 
persistently large
 
current account
 
deficits and the
 
prospect of them
 
becoming once again
 
a structural
feature
 
of
 
the
 
country’s
 
growth
 
model,
 
(g)
 
the
 
absorption
 
capacity
 
of
 
the
 
NGEU
 
and
 
MFF
 
funds
 
and
 
the
 
attraction
 
of
 
new
investments in the country,
 
(h) the effective and timely implementation of the reform agenda required to meet the RRF milestones
and targets and to
 
boost productivity, competitiveness, and resilience, (i)
 
a delay in
 
the implementation of
 
planned reforms, projects
and
 
the
 
budget’s
 
fiscal
 
agenda
 
due
 
to
 
the
 
possibility
 
of
 
the
 
2023
 
national
 
elections
 
resulting
 
in
 
an
 
inability
 
or
 
delay
 
to
 
form
 
a
government with solid Parliament
 
majority, (j) the geopolitical developments
 
in the near region, (k) the evolution
 
of the pandemic
 
 
 
image_4 image_5
 
Notes to the Financial Statements
 
.
7
 
|
Page
 
31 December
 
2022 Financial
 
Statements
and
 
the
 
probability
 
of
 
emergence
 
of
 
new
 
Covid-19
 
variants
 
that
 
could
 
further
 
impact
 
economic
 
growth,
 
fiscal
 
balances
 
and
international trade by prolonging the disruptions in the global supply chain, and (l) the exacerbation
 
of natural disasters due to the
climate change and their effect on GDP,
 
employment, fiscal balance and sustainable development
 
in the long run.
Materialization of the above risks, would
 
have potentially adverse effects on the fiscal
 
planning of the Greek
 
government, as it could
decelerate the pace
 
of expected
 
growth and on
 
the liquidity,
 
asset quality,
 
solvency and profitability
 
of the Greek
 
banking sector.
The
 
Group
 
Management
 
and Board,
 
mindful of
 
the recent
 
banking
 
turmoil
 
across
 
some markets,
 
has done
 
a proactive
 
internal
review to re-assure itself of the continued resilience of Eurobank business model to
 
such possible external shocks and is pleased to
report
 
that
 
this
 
model
 
is
 
well
 
supported
 
by
 
sound
 
business
 
practices,
 
diversified
 
activities
 
and
 
prudent
 
risk
 
management
approaches.
 
The
 
resulting
 
stability
 
of
 
the
 
Group’s
 
business
 
operating
 
model
 
is
 
also
 
further well-reflected
 
by,
 
among
 
others,
 
its
financial position and performance
 
as analysed below.
 
In this context,
 
the Group is continuously
 
monitoring the developments
 
on
the macroeconomic, financial and geopolitical fronts as well as the evolution of its asset quality
 
and liquidity KPIs and has increased
its level of readiness, so
 
as to accommodate decisions, initiatives
 
and policies to protect
 
its capital and liquidity standing
 
as well as
the fulfilment, to the maximum
 
possible degree, of its strategic
 
and business goals in accordance
 
with the business plan for
 
2023–
2025.
For the year ended 31 December
 
2022, at the Group level,
 
the net profit attributable
 
to shareholders amounted
 
to € 1,330 million
(2021: €
 
328 million),
 
of which
 
€ 212
 
million (2021:
 
€ 143
 
million) was
 
related
 
to the
 
international operations.
 
The adjusted
 
net
profit, excluding the € 230.5 million gain (after tax) on sale of Bank’s merchant acquiring business and the € 75 million restructuring
costs (after tax),
 
amounted to € 1,174
 
million (2021: € 424
 
million). The net loss
 
for the company
 
equals to € 8 million
 
(2021: € 55
million profit). The Group’s Total
 
Adequacy Ratio (total CAD) and Common Equity Tier 1 (CET1) ratios stood at 19.2% (31 December
2021: 16.1%)
 
and 16%
 
(31 December 2021:
 
13.7%) respectively
 
as at
 
31 December 2022.
 
In January
 
2023, the
 
European Banking
Authority
 
(EBA)
 
launched
 
the
 
2023
 
EU-wide
 
stress
 
test
 
exercise
 
which
 
is
 
designed
 
to
 
provide
 
valuable
 
input
 
for
 
assessing
 
the
resilience
 
of
 
the
 
European
 
banking
 
sector,
 
including
 
the
 
4
 
Greek
 
systemic
 
banks,
 
in
 
the
 
current
 
uncertain
 
and
 
changing
macroeconomic environment,
 
covering the period of
 
2023-2025. The EBA expects
 
to publish the results
 
of the exercise
 
at the end
of July 2023.
With
 
regards
 
to
 
asset
 
quality,
 
as
 
at
 
31
 
December
 
2022
 
the
 
Group’s
 
NPE
 
stock,
 
following
 
the
 
classification
 
of
 
project
 
“Solar”
underlying loan portfolio
 
as held for sale
 
and other initiatives, amounted
 
to € 2.3 billion
 
(31 December 2021: € 2.8
 
billion), driving
the NPE ratio to 5.2% (31 December 2021: 6.8%), while the NPE coverage
 
ratio stood at 74.6% (31 December 2021: 69.2%).
 
In terms
 
of liquidity,
 
as at
 
31 December 2022,
 
the Group
 
deposits increased
 
to €
 
57.2 billion (31
 
December 2021: €
 
53.2 billion),
while
 
the
 
funding
 
from
 
the
 
targeted
 
long
 
term
 
refinancing
 
operations
 
of
 
the
 
European
 
Central
 
Bank
 
 
TLTRO
 
III
 
programme
decreased by € 2.9 billion amounting
 
to € 8.8 billion (31 December 2021:
 
€ 11.7 billion). During the year,
 
the Bank proceeded with
the issuance of
 
a preferred
 
senior note of
 
€ 500 million
 
and the Company
 
completed the
 
issuance of a Tier
 
2 instrument
 
of € 300
million. More recently, in January 2023, the Bank successfully completed the issue of a € 500 million senior preferred note.
 
The rise
in high quality liquid assets of the Group led the respective Liquidity Coverage
 
ratio (LCR) to 173% (31 December 2021: 152%).
Going concern assessment
The Board of Directors, acknowledging the geopolitical, macroeconomic and financial risks to the economy and the banking system
and taking
 
into account
 
the above
 
factors
 
relating to
 
(a) the
 
idiosyncratic
 
growth opportunities
 
in Greece
 
and the
 
region for
 
this
and the next years,
 
also underpinned by the mobilisation
 
of the already approved
 
EU funding mainly through
 
the RRF,
 
and (b) the
Group’s pre-provision
 
income generating capacity,
 
asset quality, capital adequacy and liquidity position, has been satisfied that the
financial statements of the Company
 
can be prepared on a going concern basis.
2.1.1
 
New and amended standards and interpretations
(a) New and amended standards adopted by the Company as
 
of 1 January 2022
The following amendments to standards
 
as issued by the IASB and endorsed by the EU, that are relevant
 
to the Company,
 
apply as
of 1 January 2022:
 
 
 
 
image_4 image_5
 
 
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
IFRS 3, Amendments,
 
Reference to the Conceptual Framework
The amendments
 
to IFRS
 
3 “Business
 
Combinations” updated
 
a reference
 
to the
 
current version
 
of Conceptual
 
Framework while
added a requirement
 
that, for obligations
 
within the scope of IAS
 
37 “Provisions, Contingent
 
Liabilities and Contingent
 
Assets”,
 
an
acquirer applies IAS
 
37 to determine
 
whether at the
 
acquisition date a present
 
obligation exists as a
 
result of past events.
 
In addition,
for a levy that would be within the
 
scope of IFRIC 21 Levies, the
 
acquirer applies IFRIC 21 to determine whether the
 
obligating event
that gives rise to a liability to pay the levy exists
 
at the acquisition date.
Moreover,
 
the issued amendments added a new paragraph to IFRS 3 to clarify that contingent
 
assets do not qualify for recognition
in a business combination at the acquisition date.
The adoption of the amendments had no impact on the financial statements.
Annual improvement to IFRSs 2018-2020 cycle: IFRS 9 and IFRS
 
16
The improvements
 
introduce changes to
 
several standards.
 
The amendments that
 
are relevant to
 
the Company’s
 
activities are set
out below:
The
 
amendment
 
to
 
IFRS
 
1
 
“First-time
 
Adoption
 
of
 
International
 
Financial
 
Reporting
 
Standards”
 
provides
 
additional
 
relief
 
to
 
a
subsidiary which becomes a first-time adopter
 
later than its parent in respect of accounting
 
for cumulative translation differences.
As a result, the amendment allow
 
entities that have elected to
 
measure their assets and liabilities at carrying
 
amounts recorded in
their parent’s books to
 
also measure any
 
cumulative translation differences using the
 
amounts reported in
 
the parent’s consolidated
financial statements. This amendment also applies to
 
associates and joint ventures that have
 
taken the same IFRS 1 exemption.
The
 
amendment
 
to
 
IFRS
 
9
 
“Financial
 
Instruments”
 
clarifies
 
which
 
fees
 
should
 
be
 
included
 
in
 
the
 
10%
 
test
 
for
 
derecognition
 
of
financial liabilities.
 
The fees
 
to be
 
included in
 
the assessment
 
are only
 
those paid
 
or received
 
between the
 
borrower (entity)
 
and
the
 
lender,
 
including
 
fees
 
paid
 
or
 
received
 
by
 
either
 
the
 
borrower
 
or
 
lender
 
on
 
the
 
other’s
 
behalf.
 
The
 
amendment
 
is
 
applied
prospectively to modifications and exchanges
 
that occur on or after the date the entity first
 
applies the amendment.
The amendment to
 
IFRS 16 “Leases”
removes the illustration
 
of the reimbursement
 
of leasehold improvements,
 
in order to
 
avoid
any potential confusion about the treatment
 
of lease incentives.
The adoption of the amendments had no impact on the financial statements.
IAS 37, Amendments, Onerous Contracts – Costs
 
of Fulfilling a Contract
The amendments
 
to IAS
 
37
‘Provisions, Contingent
 
Liabilities and
 
Contingent Assets’
 
clarify which
 
costs to
 
include in
 
determining
the cost
 
of fulfilling a
 
contract when
 
assessing whether
 
a contract
 
is onerous.
 
In particular,
 
the direct costs
 
of fulfilling a
 
contract
include both
 
the incremental
 
costs
 
and an
 
allocation of
 
other costs
 
directly related
 
to fulfilling
 
contracts’
 
activities. General
 
and
administrative costs
 
do not relate directly
 
to a contract
 
and are excluded unless
 
they are explicitly chargeable
 
to the counterparty
under the contract.
 
The adoption of the amendments had no impact on the financial statements.
(b) New and amended standards not yet adopted by the Company
A number of amendments to existing standards are effective after 2022, as they have not yet been endorsed by the EU, or have not
been early applied by the Company.
 
Those that may be relevant to the
 
Company are set out below:
IAS 8, Amendments, Definition of Accounting Estimates (effective
 
1 January 2023)
The amendments in IAS
 
8 “Accounting Policies, Changes in Accounting Estimates and
 
Errors” introduced the definition of accounting
estimates and include other
 
amendments to IAS 8 which
 
are intended to help
 
entities distinguish changes in
 
accounting estimates
from changes in accounting policies.
The amendments clarify (a) how accounting policies and accounting estimates relate to each other by (i) explaining that accounting
estimates are used
 
in applying accounting policies and
 
(ii) making the definition of accounting
 
policies clearer and concise
 
and, (b)
that selecting an estimation or valuation technique
and choosing the inputs to be used constitutes making an accounting estimate.
The adoption of the amendments is not expected to impact the financial statements.
 
 
 
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Notes to the Financial Statements
 
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31 December
 
2022 Financial
 
Statements
Amendments
 
to
 
IAS 1
 
Presentation
 
of
 
Financial
 
Statements
 
and IFRS
 
Practice
 
Statement
 
2:
 
Disclosure
 
of
 
Accounting
 
policies
(effective 1 January 2023)
IASB issued amendments to IAS 1 “Presentation
 
of Financial Statements” that require
 
entities to disclose their material accounting
policies rather than their significant accounting policies.
According
 
to IASB,
 
accounting policy
 
information
 
is material
 
if,
 
when considered
 
together
 
with other
 
information
 
included in
 
an
entity’s financial statements, it can
 
reasonably be expected to
 
influence decisions that
 
the primary users
 
of general purpose financial
statements make on the
 
basis of those financial statements.
Furthermore, the amendments clarify how an entity can identify material accounting policy information, while provide examples of
when accounting policy information is likely to be material. The amendments
 
to IAS 1 also clarify that immaterial accounting policy
information
 
need not
 
be disclosed.
 
However,
 
if it
 
is disclosed,
 
it
 
should not
 
obscure
 
material
 
accounting
 
policy
 
information.
 
To
support these
 
amendments the
 
Board has
 
also developed
 
guidance and
 
examples to
 
explain and
 
demonstrate
 
the application
 
of
the
 
‘four-step
 
materiality
 
process’
 
described
 
in
 
IFRS
 
Practice
 
Statement
 
2
 
Making
 
Materiality
 
Judgements
 
to
 
accounting
 
policy
disclosures, in order to support the amendments to
 
IAS 1.
The adoption of the amendments is not expected to impact the financial statements.
IAS 12, Amendments, Deferred Tax
 
related to Assets and Liabilities arising from a Single Transaction
 
(effective 1 January 2023)
The amendments clarify
 
that the exemption
 
on initial recognition
 
set out in IAS
 
12 ‘Income Taxes’
 
does not apply
 
for transactions
such as
 
leases and
 
decommissioning obligations
 
that, on
 
initial recognition,
 
give rise
 
to equal
 
amounts of
 
taxable and
 
deductible
temporary
 
differences.
 
Accordingly,
 
for
 
such
 
transactions
 
an
 
entity
 
is
 
required
 
to
 
recognise
 
the
 
related
 
deferred
 
tax
 
asset
 
and
liability, with the recognition
 
of any deferred tax
 
asset being subject to the recoverability
 
criteria in IAS 12. The amendments apply
to transactions that occur on or after the beginning of the earliest
 
comparative period presented.
The adoption of the amendments is not expected to impact the financial statements.
IAS 1, Amendments, Classification of Liabilities as Current or Non-Current
 
(effective 1 January 2024, not yet endorsed by EU)
The amendments, published in
 
January 2020, affect only
 
the presentation of liabilities in
 
the balance sheet
 
and provide clarifications
over the
 
definition of
 
the right
 
to defer
 
the settlement
 
of a
 
liability,
 
while they
 
make
 
clear that
 
the classification
 
of liabilities
 
as
current or non-current
 
should be based on rights
 
that are in existence
 
at the end of the
 
reporting period. In addition,
 
it is clarified
that the
 
assessment for
 
liabilities classification
 
made at the
 
end of the
 
reporting period
 
is not affected
 
by the expectations
 
about
whether an entity
 
will exercise its
 
right to defer
 
settlement of a liability.
 
The Board also clarified
 
that when classifying liabilities
 
as
current or non-current, an entity can ignore
 
only those conversion options that are
 
recognised as equity.
In October 2022, the IASB issued
 
Non-current Liabilities with Covenants (Amendments to IAS 1)
 
with respect to the classification (as
current
 
or non-current),
 
presentation
 
and disclosures
 
of liabilities
 
for
 
which an
 
entity’s
 
right to
 
defer
 
settlement
 
for
 
at least
 
12
months
 
is
 
subject
 
to
 
the
 
entity
 
complying
 
with
 
conditions
 
after
 
the
 
reporting
 
period.
 
The
 
amendments
 
to
 
IAS
 
1
 
specify
 
that
covenants
 
to be
 
complied with
 
after
 
the reporting
 
date
 
do not
 
affect
 
the classification
 
of debt
 
as current
 
or non-current
 
at
 
the
reporting
 
date.
 
Instead,
 
the amendments
 
require
 
a company
 
to disclose
 
information
 
about these
 
covenants
 
in the
 
notes to
 
the
financial statements.
The adoption of the amendments is not expected to impact the financial statements.
2.2
 
Principal accounting policies
2.2.1
 
Investments in subsidiaries
Investments
 
in subsidiaries, including
 
investments acquired
 
through common
 
control transactions,
 
are accounted
 
at cost
 
less any
impairment losses. Cost is
 
the fair value of
 
the consideration given
 
being the amount of
 
cash or shares issued,
 
or if that cannot be
determined reliably,
 
the consideration received together
 
with any directly attributable costs.
As an exception to the above measurement basis, when the Company transfers an existing Group entity or business sector to a
 
new
subsidiary
 
formed
 
for
 
this
 
purpose
 
in
 
a
 
share
 
for
 
share
 
exchange
 
that
 
does
 
not
 
have
 
commercial
 
substance,
 
the
 
Company’s
investment in that newly formed
 
subsidiary is recognized at the carrying amount of
 
the transferred entity.
 
 
 
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Notes to the Financial Statements
 
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31 December
 
2022 Financial
 
Statements
A listing of the Company’s subsidiaries is set out
 
in note 10.
2.2.2 Foreign currencies
Foreign currency
 
transactions
 
are translated
 
into the
 
functional currency
 
using the
 
exchange
 
rates
 
prevailing
 
at the
 
dates of
 
the
transactions.
 
Foreign exchange
 
gains and
 
losses resulting
 
from the
 
settlement of
 
such transactions
 
are recognized
 
in the
 
income
statement.
Monetary assets and liabilities denominated in foreign
 
currencies are translated into the functional currency
 
at the exchange rates
prevailing at each reporting date and
 
exchange differences are
 
recognized in the income statement.
Non-monetary assets and liabilities are
 
translated into the functional currency at the
 
exchange rates prevailing at initial recognition.
2.2.3 Income statement
(i) Interest income and expense
Interest
 
income and
 
expense are
 
recognized
 
in the
 
income statement
 
for all
 
interest
 
bearing financial
 
instruments on
 
an accrual
basis, using the
 
effective interest
 
rate (EIR)
 
method. The effective
 
interest rate
 
is the rate
 
that exactly
 
discounts estimated
 
future
cash payments or receipts through the expected life of the financial instrument
 
or, when appropriate,
 
a shorter period to the gross
carrying
 
amount
 
of
 
the
 
financial
 
asset
 
or
 
to
 
the
 
amortized
 
cost
 
of
 
a
 
financial
 
liability.
 
When
 
calculating
 
the
 
EIR
 
for
 
financial
instruments, the
 
Company estimates
 
future cash
 
flows considering
 
all contractual
 
terms of
 
the financial
 
instrument but
 
does not
consider expected credit losses.
 
The EIR calculation includes fees and
 
points paid or received that
 
are an integral part of the
 
effective interest rate, transaction costs,
and other
 
premiums or
 
discounts. Transaction
 
costs include
 
incremental costs
 
that are
 
directly attributable
 
to the
 
acquisition or
issue of a financial asset or liability.
The amortized
 
cost of
 
a financial
 
asset or
 
liability is
 
the amount
 
at which
 
it is
 
measured upon
 
initial recognition
 
minus principal
repayments, plus or minus cumulative
 
amortization using the EIR (as described above) and for
 
financial assets it is adjusted for the
expected
 
credit
 
loss
 
allowance.
 
The
 
gross
 
carrying
 
amount
 
of
 
a
 
financial
 
asset
 
is
 
its
 
amortized
 
cost
 
before
 
adjusting
 
for
 
ECL
allowance.
The Company
 
calculates interest
 
income and
 
expense by
 
applying the EIR
 
to the
 
gross carrying
 
amount of
 
non-impaired financial
assets (exposures in Stage 1 and 2) and to the
 
amortized cost of financial liabilities respectively.
For
 
financial
 
assets
 
that
 
have
 
become
 
credit-impaired
 
subsequent
 
to
 
initial
 
recognition
 
(exposures
 
in
 
Stage
 
3),
 
the
 
Company
calculates
 
interest
 
income by
 
applying the
 
effective
 
interest
 
rate
 
to the
 
amortized
 
cost
 
of the
 
financial asset
 
(i.e. gross
 
carrying
amount adjusted
 
for the expected
 
credit loss allowance).
 
If the asset is
 
no longer credit
 
-impaired, then the
 
EIR is applied
 
again to
the gross carrying amount.
Interest income and expense are presented separately
 
in the income statement for all interest bearing financial instruments within
net interest income.
(ii) Fees and commissions
 
Fee and
 
commission received
 
or paid
 
that
 
are integral
 
to the
 
effective
 
interest
 
rate
 
on a
 
financial asset
 
or financial
 
liability are
included in the effective interest
 
rate.
Other fee and commission income is recognised over time as the related services are being provided to the customer, to the extent
that it
 
is highly
 
probable that
 
a significant
 
reversal
 
of the
 
revenue amount
 
recognized
 
will not
 
occur.
 
Transaction-based
 
fees are
recognised at the point in time when the transaction takes
 
place.
2.2.4 Property and equipment
Property
 
and
 
equipment
 
are
 
stated
 
at
 
cost
 
less
 
accumulated
 
depreciation
 
and
 
accumulated
 
impairment
 
losses.
 
Cost
 
includes
expenditure that is directly attributable to the acquisition of the asset. Subsequent expenditure is recognized in the asset's carrying
amount only when it is probable that future economic benefits will flow to the Company and the cost of the asset can be measured
reliably. All other repair and maintenance costs are
 
recognized in the income statement as incurred.
 
Depreciation is calculated using
the straight-line method to write down the cost of property and equipment, to their residual values over their estimated useful life.
 
 
 
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31 December
 
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2.2.5 Computer software
Costs
 
associated
 
with
 
the
 
maintenance
 
of
 
existing
 
computer
 
software
 
programs
 
are
 
expensed
 
as
 
incurred.
 
Development
 
costs
associated with the production of
 
identifiable assets controlled by
 
the Company are recognized
 
as intangible assets when they
 
are
expected
 
to
 
generate
 
economic
 
benefits
 
and
 
can
 
be
 
measured
 
reliably.
 
Internally
 
generated
 
computer
 
software
 
assets
 
are
amortized using the straight-line method.
2.2.6 Impairment of subsidiaries
The Company assesses as
 
at each reporting
 
balance sheet date whether
 
there is any indication
 
that its investments
 
in subsidiaries
may be impaired by considering both external and internal sources of information,
 
such as the net assets compared to the carrying
value
 
of
 
each
 
entity,
 
as
 
well
 
as
 
forward
 
looking
 
developments
 
and/or
 
economy
 
sector
 
in
 
which
 
they
 
operate.
 
In
 
addition,
 
the
collection of dividends from
 
subsidiaries is also a potential
 
trigger that may indicate
 
that the respective investments
 
are impaired.
In particular,
 
when dividend
 
is received
 
from the
 
Company’s
 
subsidiaries, it
 
is also
 
examined whether
 
that dividend
 
exceeds the
total
 
comprehensive
 
income
 
of
 
the
 
subsidiary
 
in
 
the
 
period
 
the
 
dividend
 
is
 
declared,
 
to
 
determine
 
whether
 
an
 
indication
 
of
impairment exists.
If any
 
indication of
 
impairment exists
 
at each
 
reporting date,
 
the Company
 
estimates the
 
recoverable
 
amount of
 
the investment,
being the higher of its fair value less costs to sell and
 
its value in use.
An impairment loss is recognized in profit or loss when the
 
recoverable amount of the investment
 
is less than its carrying amount.
Investments
 
in
 
subsidiaries
 
for
 
which
 
an
 
impairment
 
loss
 
was
 
recognized
 
in
 
prior
 
reporting
 
periods,
 
are
 
reviewed
 
for
 
possible
reversal of such impairment at each reporting
 
date.
2.2.7 Impairment of non-financial assets
Non-financial assets
 
are assessed
 
for indications
 
of impairment
 
at each
 
reporting date
 
by considering
 
both external
 
and internal
sources of information such as a significant reduction in the asset’s value and evidence that the economic performance of the asset
is
 
or
 
will
 
be
 
worse
 
than
 
expected.
 
When
 
events
 
or
 
changes
 
in
 
circumstances
 
indicate
 
that
 
the
 
carrying
 
amount
 
may
 
not
 
be
recoverable, an impairment loss is recognized 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, where
 
applicable. Non-
financial assets for
 
which an impairment
 
loss was recognized
 
in prior reporting
 
periods, are reviewed
 
for possible reversal
 
of such
impairment at each reporting date.
2.2.8 Financial assets
Financial assets - Classification and measurement
The Company
 
classifies financial
 
assets based
 
on the
 
business model
 
for
 
managing those
 
assets and
 
their contractual
 
cash flow
characteristics.
 
Accordingly,
 
financial assets
 
are classified
 
into one
 
of the
 
following measurement
 
categories: amortized
 
cost, fair
value through other comprehensive income (FVOCI) or
 
fair value through profit or loss (FVTPL).
Financial Assets measured at Amortized Cost (‘AC’)
The Company classifies and
 
measures a financial asset at
 
AC only if both of the
 
following conditions are
 
met and is not designated
as at FVTPL:
(a) The financial asset is held within
 
a business model whose objective is to
 
collect contractual cash flows
 
(hold-to-collect business
model) and
(b) The contractual
 
terms of the financial
 
asset give rise on
 
specified dates to
 
cash flows that
 
are solely payments
 
of principal and
interest on the principal amount outstanding
 
(SPPI).
These financial assets
 
are recognized initially at
 
fair value plus
 
or minus direct
 
and incremental transaction costs
 
that are attributable
to the acquisition of these assets, and are subsequently
 
measured at amortized cost, using the effective
 
interest rate
 
(EIR) method
(as described in 2.2.3 above).
 
 
 
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31 December
 
2022 Financial
 
Statements
Interest income, realized
 
gains and losses on derecognition,
 
and changes in expected credit
 
losses from assets classified at
 
AC, are
included in the income statement.
Equity Instruments designated at FVOCI
The Company may make an irrevocable election to designate an equity instrument at FVOCI. This designation, if elected, is made at
initial recognition and on an instrument by instrument
 
basis. Gains and losses on these instruments, including when derecognized,
are recorded in OCI and are not subsequently reclassified to
 
the income statement. Dividends received are
 
recorded in the income
statement.
Financial Assets measured at Fair Value through Profit
 
and Loss (“FVTPL”)
The Company
 
classifies and
 
measures all
 
other financial
 
assets that
 
are not
 
classified at
 
AC or
 
FVOCI, at
 
FVTPL. Accordingly,
 
this
measurement category
 
includes financial instruments
 
that are held
 
within the
 
hold–to-collect (HTC)
 
but fail
 
the SPPI assessment,
equities
 
that
 
are
 
not
 
designated
 
at
 
FVOCI
 
and
 
financial
 
assets
 
held
 
for
 
trading.
 
Financial
 
assets
 
measured
 
at
 
FVTPL
 
are
 
initially
recorded at fair value and any
 
unrealized gains or losses arising due to changes in
 
fair value are included in the income statement.
Business model and contractual characteristics assessment
The business model assessment determines how the Company
 
manages a group of assets to generate
 
cash flows. That is, whether
the Company's
 
objective is solely
 
to collect contractual
 
cash flows from
 
the asset, to
 
realize cash
 
flows from the
 
sale of assets,
 
or
both to
 
collect contractual
 
cash flows
 
and cash
 
flows from
 
the sale of
 
assets. In addition,
 
the business
 
model is determined
 
after
aggregating the financial
 
assets into groups
 
(business lines) which are
 
managed similarly rather
 
than at an
 
individual instrument’s
level.
The business model
 
is determined by
 
the Company’s key management personnel consistently with the
 
operating model, considering
how
 
financial
 
assets
 
are
 
managed
 
in
 
order
 
to
 
generate
 
cash
 
flows,
 
the
 
objectives
 
and
 
how
 
performance
 
of
 
each
 
portfolio
 
is
monitored and reported and any available
 
information on past sales and on future sales’ strategy,
 
where applicable.
Accordingly, in making the above assessment, the Company will consider a number of
 
factors including the risks associated with the
performance of the business model and how those risks are evaluated and managed, the related personnel compensation,
 
and the
frequency, volume
 
and reasons of past sales, as well as expectations about future
 
sales activity.
Types of business models
The Company’s
 
business models fall into two categories,
 
which are indicative of the key strategies
 
used to generate returns.
The hold-to-collect
 
(HTC) business
 
model has
 
the objective
 
to hold
 
the financial
 
assets in
 
order to
 
collect contractual
 
cash flows.
Sales within this model
 
are monitored and may be
 
performed for reasons which are not
 
inconsistent with this business model.
 
More
specifically, sales of financial assets due to credit deterioration, as well as sales close to the maturity are considered consistent with
the objective of hold-to-collect contractual cash flows regardless of value and frequency.
 
Sales for other reasons may be consistent
with the HTC
 
model such as liquidity
 
needs in any
 
stress case scenario
 
or sales made to
 
manage high concentration
 
level of credit
risk. Such sales
 
are monitored
 
and assessed depending
 
on frequency and
 
value to
 
conclude whether they
 
are consistent
 
with the
HTC
 
model.
 
Other
 
business
 
models
 
include
 
financial
 
assets
 
which
 
are
 
managed
 
and
 
evaluated
 
on
 
a
 
fair
 
value
 
basis
 
as
 
well
 
as
portfolios that
 
are held
 
for trading.
 
The Company’s
 
business models are
 
reassessed at
 
least annually or
 
earlier,
 
if there is
 
a sales’
assessment trigger or if there are any changes in the Company’s
 
strategy and main activities.
Cash flow characteristics assessment
For a financial instrument to be measured at AC, its contractual terms must give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on
 
the principal amount outstanding.
In
 
assessing
 
whether
 
the
 
contractual
 
cash
 
flows
 
are
 
SPPI,
 
the
 
Company
 
will
 
consider
 
whether
 
the
 
contractual
 
terms
 
of
 
the
instrument are
 
consistent with
 
a basic lending
 
arrangement
 
i.e. interest
 
includes only consideration
 
for the time
 
value of money,
credit risk, other
 
basic lending risks and
 
a profit margin. On
 
the initial recognition
 
of a financial asset,
 
an assessment is performed
of whether
 
the financial
 
asset contains
 
a contractual
 
term that
 
could change
 
the amount
 
or timing of
 
contractual cash
 
flows in
 
a
way that it would
 
not be consistent with the
 
above condition. Where the contractual
 
terms introduce exposure
 
to risk or volatility
that are inconsistent with
 
a basic lending arrangement, the related
 
financial asset is considered to have failed
 
the SPPI assessment
and will be measured at FVTPL.
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
For
 
the
 
purpose
 
of
 
the
 
SPPI
 
assessment,
 
the
 
Company
 
considers
 
the
 
existence
 
of
 
various
 
features,
 
including
 
among
 
others,
contractually linked terms, prepayment terms, deferred interest-free payments, extension and equity conversion options and
 
terms
that
 
introduce
 
leverage
 
including
 
index
 
linked
 
payments,
 
features
 
that
 
change
 
contractual
 
cash
 
flows
 
based
 
on
 
the
 
borrower
meeting certain
 
contractually
 
specified environmental,
 
social and
 
governance (ESG)
 
targets.
 
In addition,
 
for the
 
purposes of
 
the
SPPI assessment, if a contractual feature could have an effect that is de-minimis on the contractual cash flows of the financial
 
asset,
it does not
 
affect its
 
classification. Moreover,
 
a contractual
 
feature is
 
considered as
 
not genuine by
 
the Company,
 
if it affects
 
the
instrument’s contractual
 
cash flows only on the occurrence of an event that is extremely rare, highly
 
abnormal and very unlikely to
occur.
 
In such a case, it does not affect the instrument’s
 
classification.
Derecognition of financial assets
The Company
 
derecognizes
 
a financial
 
asset when
 
its contractual
 
cash flows
 
expire, or
 
the rights
 
to receive
 
those cash
 
flows are
transferred in an outright sale
 
in which substantially all
 
risks and rewards of
 
ownership have been transferred. In addition,
 
a financial
asset is derecognized even
 
if rights to receive cash
 
flows are retained
 
but at the same time the Company
 
assumes an obligation to
pay the received cash
 
flows without a material
 
delay (pass through agreement)
 
or when substantially all
 
the risks and rewards
 
are
neither transferred
 
nor retained
 
but the
 
Company has
 
transferred
 
control
 
of the
 
asset. Control
 
is transferred
 
if,
 
and only
 
if,
 
the
transferee
 
has
 
the
 
practical
 
ability
 
to
 
sell
 
the
 
asset
 
in
 
its
 
entirety
 
to
 
unrelated
 
third
 
party
 
and
 
is
 
able
 
to
 
exercise
 
that
 
ability
unilaterally and without imposing additional restrictions
 
on the transfer.
On derecognition
 
of
 
a financial
 
asset,
 
the difference
 
between
 
the
 
carrying
 
amount
 
of
 
the asset
 
and the
 
consideration
 
received
(including any new asset obtained less any new
 
liability assumed) is recognized in income statement.
Modification of financial assets that may result in derecognition
In addition, derecognition of financial
 
asset arises when its contractual
 
cash flows are modified and
 
the modification is considered
substantial enough so that the original asset is derecognized and a new one is recognised. The Company records the modified asset
as a ‘new’ financial asset at fair value plus any eligible transaction costs and the difference with
 
the carrying amount of the existing
one is recorded in the income statement
 
as derecognition gain or loss.
2.2.9 Reclassifications of financial assets
The Company reclassifies a
 
financial asset only
 
when it changes
 
its business model
 
for managing financial assets.
 
Generally, a change
in the business
 
model is expected
 
to be rare
 
and occurs
 
when the Company
 
either begins or
 
ceases to perform
 
an activity that
 
is
significant to
 
its operations.
 
In the
 
rare event
 
when there
 
is a
 
change to
 
the existing
 
business model,
 
the updated
 
assessment is
approved by
 
the Company’s
 
competent Committees
 
and the amendment
 
is reflected
 
appropriately in
 
the Company’s
 
budget and
business plan.
Changes in
 
intention related
 
to particular
 
financial assets
 
(even in
 
circumstances of
 
significant changes
 
in market
 
conditions) and
the temporary
 
disappearance of
 
a particular
 
market for
 
financial assets, are
 
not considered
 
by the
 
Company changes
 
in business
model.
The reclassification
 
is applied prospectively
 
from the reclassification
 
date, therefore
 
previously recognized
 
gains, losses (including
impairment losses) or interest are not restated.
2.2.10 Financial liabilities
Financial liabilities - Classification and measurement
The Company classifies its financial liabilities at amortized cost
 
category.
These
 
financial
 
liabilities
 
are
 
recognized
 
initially
 
at
 
fair
 
value
 
minus
 
transaction
 
costs
 
that
 
are
 
attributable
 
to
 
the
 
issue of
 
these
liabilities, and
 
are subsequently
 
measured at
 
amortized cost,
 
using the
 
effective interest
 
rate (EIR)
 
method (as
 
described in
 
2.2.3
above).
Derecognition of financial liabilities
A
 
financial
 
liability is
 
derecognized
 
when
 
the obligation
 
under
 
the liability
 
is discharged,
 
cancelled or
 
expires.
 
When
 
an existing
financial liability of the Company is replaced by another
 
from the same counterparty on substantially
 
different terms, or the terms
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
of an existing
 
liability are substantially
 
modified, such an
 
exchange or
 
modification is treated
 
as an extinguishment
 
of the original
liability and the recognition of a new liability and any difference
 
arising is recognized in the income statement.
The Company
 
considers the
 
terms to
 
be substantially
 
different,
 
if the
 
discounted present
 
value of
 
the cash
 
flows under
 
the new
terms,
 
including any
 
fees
 
paid net
 
of any
 
fees
 
received
 
and discounted
 
using the
 
original effective
 
interest
 
rate,
 
is at
 
least 10%
different from the discounted
 
present value of the remaining cash flows
 
of the original financial liability.
If an exchange
 
of debt instruments
 
or modification of
 
terms is accounted
 
for as an
 
extinguishment, any
 
costs or fees
 
incurred are
recognized
 
as
 
part
 
of
 
the
 
gain
 
or
 
loss
 
on
 
the
 
extinguishment.
 
If
 
the
 
exchange
 
or
 
modification
 
is
 
not
 
accounted
 
for
 
as
 
an
extinguishment, any costs or fees incurred adjust the carrying amount
 
of the liability and are amortized over the remaining term of
the modified liability.
Similarly,
 
when the
 
Company
 
repurchases
 
any
 
debt instruments
 
issued by
 
the Company,
 
it accounts
 
for
 
such transactions
 
as an
extinguishment of debt.
2.2.11 Fair value measurement of financial instruments
Fair
 
value of
 
financial instruments
 
is the
 
price that
 
would be
 
received to
 
sell an
 
asset or
 
paid to
 
transfer
 
a liability
 
in an
 
orderly
transaction
 
between
 
market
 
participants
 
at
 
the
 
measurement
 
date
 
under
 
current
 
market
 
conditions
 
in
 
the
 
principal
 
or,
 
in
 
its
absence, the most advantageous
 
market to which the Company
 
has access at that date. The fair
 
value of a liability reflects its
 
non-
performance risk.
When
 
available,
 
the
 
Company
 
measures
 
the
 
fair
 
value
 
of
 
an
 
instrument
 
using
 
the
 
quoted
 
price
 
in
 
an
 
active
 
market
 
for
 
that
instrument. A market
 
is regarded as
 
active if transactions
 
for the asset
 
or liability take
 
place with sufficient
 
frequency and volume
to provide
 
pricing information
 
on an ongoing
 
basis. If there
 
is no quoted
 
price in an
 
active market,
 
then the Company
 
uses other
valuation techniques that maximize the use of relevant observable inputs and minimize the use of
 
unobservable inputs. The chosen
valuation technique incorporates
 
all of the factors that market
 
participants would take into
 
account in pricing a transaction.
The Company has elected to use mid-market pricing
 
as a practical expedient for fair
 
value measurements within a bid-ask spread.
The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price, i.e. the fair value
of the
 
consideration
 
given or
 
received
 
unless the
 
Company
 
determines
 
that
 
the fair
 
value
 
at
 
initial recognition
 
differs
 
from
 
the
transaction price.
 
In this case,
 
if the fair
 
value is
 
evidenced by
 
a quoted
 
price in an
 
active market
 
for an
 
identical asset
 
or liability
(i.e.
 
Level
 
1
 
input)
 
or
 
based
 
on
 
a
 
valuation
 
technique
 
that
 
uses
 
only
 
data
 
from
 
observable
 
markets,
 
a
 
day
 
one
 
gain
 
or
 
loss
 
is
recognized
 
in
 
the
 
income
 
statement.
 
On
 
the
 
other
 
hand,
 
if
 
the
 
fair
 
value
 
is
 
evidenced
 
by
 
a
 
valuation
 
technique
 
that
 
uses
unobservable inputs,
 
the financial instrument
 
is initially measured
 
at fair
 
value, adjusted
 
to defer
 
the difference
 
between the
 
fair
value at initial
 
recognition and the
 
transaction price (day
 
one gain or
 
loss). Subsequently the deferred
 
gain or loss
 
is amortized on
an appropriate
 
basis over the
 
life of the
 
instrument or released
 
earlier if a quoted
 
price in an
 
active market
 
or observable
 
market
data become available or the financial instrument
 
is closed out.
All assets and liabilities for which fair value is
 
measured or disclosed in the financial
 
statements are categorized within the fair value
hierarchy based on the lowest level
 
input that is significant to the fair value
 
measurement as a whole.
For assets and liabilities that
 
are measured at fair
 
value on a recurring basis,
 
the Company recognizes transfers
 
into and out of the
fair value hierarchy
 
levels at the beginning of the quarter in which a financial instrument's transfer
 
was effected.
2.2.12 Impairment of financial assets
The Company recognizes allowance for
 
expected credit losses (ECL) that
 
reflect changes in credit quality since initial recognition
 
to
financial assets
 
that are
 
measured at
 
AC. ECL
 
are a
 
probability-weighted
 
average
 
estimate
 
of credit
 
losses that
 
reflects the
 
time
value of money.
Upon initial recognition
 
of the financial instruments,
 
the Company records
 
a loss allowance equal
 
to 12-month ECL,
 
being the ECL
that result from default events
 
that are possible within the next twelve months.
 
Subsequently, for
 
those financial instruments that
have
 
experienced
 
a
 
significant
 
increase
 
in
 
credit
 
risk
 
(SICR)
 
since
 
initial
 
recognition,
 
a
 
loss
 
allowance
 
equal
 
to
 
lifetime
 
ECL
 
is
recognized, arising from default
 
events that are possible over the expected life
 
of the instrument.
Loss allowances for
 
receivables presented
 
under Other Assets are
 
always measured
 
at an amount
 
equal to lifetime
 
ECL under the
simplified approach. For all other financial assets subject to impairment,
 
the general three-stage approach
 
applies.
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
Accordingly,
 
ECL are recognized using a three-stage
 
approach based on the extent of credit deterioration
 
since origination:
Stage 1 – When there is no significant increase in credit risk since initial recognition of a financial instrument, an amount equal
to 12-month
 
ECL is recorded.
 
The 12 –
 
month ECL
 
represent a
 
portion of lifetime
 
losses, that
 
result from
 
default events
 
that
are possible within the next 12 months after the reporting date and is equal to the expected cash shortfalls
 
over the life of the
instrument or group of
 
instruments, due to loss
 
events probable within the
 
next 12 months. Not
 
credit-impaired financial assets
that are either newly
 
originated or purchased, as well
 
as assets recognized following
 
a substantial modification
 
accounted for
as a derecognition, are classified initially in Stage 1.
Stage 2 – When a financial instrument experiences a SICR subsequent to
 
origination but is not considered to be in default, it is
included
 
in
 
Stage
 
2. Lifetime
 
ECL
 
represent
 
the expected
 
credit
 
losses
 
that
 
result
 
from
 
all possible
 
default
 
events
 
over
 
the
expected life of the financial instrument.
Stage 3 – Financial instruments that are considered to be in default are included in this stage. Similar to Stage 2, the allowance
for credit losses captures the lifetime expected
 
credit losses.
A financial asset is credit-impaired when one or more
 
events that have a detrimental
 
impact on the estimated future cash flows
 
of
that exposure have occurred:
The borrower faces a significant difficulty
 
in meeting his financial obligations.
There has been a breach of contract,
 
such as a default or past due event.
The Company,
 
for economic or contractual
 
reasons relating to the borrower’s
 
financial difficulty, has
 
granted to the borrower
a concession(s) that the Company would not otherwise consider.
There is a probability that the borrower
 
will enter bankruptcy or other financial re-organization.
For investment securities, the Company determines
 
the risk of default using an internal credit rating scale. The
 
Company considers
debt securities as credit
 
impaired if the internal
 
rating of the issuer/counterparty corresponds to a
 
rating equivalent to "C" (Moody's
rating scale) or
 
the external rating
 
of the issuer/counterparty
 
at the reporting date
 
is equivalent to
 
“C” (Moody’s rating scale)
 
and
the internal rating is not available.
Significant increase in credit risk (SICR) and staging allocation
Determining
 
whether
 
a
 
loss
 
allowance
 
should
 
be
 
based
 
on
 
12-month
 
expected
 
credit
 
losses
 
or
 
lifetime
 
expected
 
credit
 
losses
depends on whether there has been a significant increase in credit
 
risk (SICR) of the financial assets since initial recognition.
At
 
each reporting
 
date,
 
the Company
 
performs
 
an assessment
 
as to
 
whether
 
the risk
 
of a
 
default
 
occurring over
 
the remaining
expected lifetime
 
of the
 
exposure has
 
increased significantly
 
from the
 
expected risk
 
of a default
 
estimated at
 
origination for
 
that
point in time.
Specifically,
 
the assessment of
 
SICR for investment
 
securities is performed
 
on an individual basis
 
based on the number
 
of notches
downgrade in the internal credit rating
 
scale since the origination date.
Transfers from Stage
 
2 to Stage 1
A financial asset, which is classified to Stage 2 due to Significant Increase
 
in Credit Risk (SICR), is reclassified to Stage 1, as long as it
does not meet anymore any of the Stage 2 Criteria.
Transfers from Stage
 
3 to Stage 2
A financial asset
 
is transferred
 
from Stage
 
3 to Stage
 
2, when the
 
criteria based on
 
which the financial
 
asset was
 
characterized as
credit impaired, are no longer valid.
Measurement of Expected Credit Losses/ECL Key Inputs
The ECL calculations
 
are based on
 
the term structures
 
of the probability
 
of default (PD),
 
the loss
 
given default (LGD) and
 
the exposure
at
 
default
 
(EAD). Generally,
 
these parameters
 
are
 
based on
 
observed
 
point-in-time and
 
historical
 
data,
 
derived
 
by international
rating agencies.
For investment
 
securities, PDs
 
are obtained
 
by an
 
international rating
 
agency using
 
risk methodologies
 
that maximize
 
the use
 
of
objective non-judgmental variables and market data. The
 
Company assigns internal credit ratings to
 
each issuer/counterparty based
on these
 
PDs. In
 
case of
 
counterparties
 
for
 
which no
 
information
 
is available,
 
the Company
 
assigns PDs
 
which are
 
derived from
internal models.
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
The Exposure at default
 
(EAD) is an estimate of
 
the exposure at a future
 
default date, taking
 
into account expected
 
changes in the
exposure after the reporting date.
For investment securities, the LGD is typically based on historical data derived
 
mainly from rating agencies’ studies but may also be
determined considering the existing and expected
 
liabilities structure of the obligor and macroeconomic environment.
Furthermore, the seniority of
 
the debt security,
 
any potential collaterals
 
by the obligor or
 
any other type of
 
coverage is taken
 
into
account for the calculation.
Presentation of impairment allowance
For financial assets measured at amortized cost, impairment allowance is
 
recognized as a loss allowance reducing the gross carrying
amount of the financial assets in the balance sheet.. The respective ECL is recognised
 
within impairment losses.
Write-off of financial assets
Where the Company has no reasonable expectations of recovering
 
a financial asset either in its entirety or a portion of it, the gross
carrying amount of that
 
instrument is reduced directly
 
,
 
partially or in full, against
 
the impairment allowance. The
 
amount written-
off is considered as derecognized. Subsequent recoveries of amounts
 
previously written off decrease the amount
 
of the impairment
losses in the income statement.
2.2.13 Income tax
Income tax consists of current and
 
deferred tax.
(i) Current income tax
Income tax payable
 
on profits, based
 
on the applicable
 
tax law and
 
the tax rate
 
enacted at the reporting
 
date, is recognized
 
as an
expense in the period in which profits arise.
(ii) Deferred tax
Deferred
 
tax is
 
provided
 
in full,
 
using the
 
liability method,
 
on temporary
 
differences
 
arising between
 
the tax
 
base of
 
assets and
liabilities and
 
their carrying
 
amounts in
 
the financial
 
statements.
 
Deferred
 
tax assets
 
and liabilities are
 
measured at
 
the tax
 
rates
that are expected
 
to apply to the
 
period when the asset
 
is realized or
 
the liability is settled,
 
based on tax
 
rates (and tax
 
laws) that
have been enacted or substantively enacted
 
by the balance sheet date.
Deferred
 
tax
 
assets are
 
recognized
 
where
 
it is
 
probable
 
that
 
future taxable
 
profit
 
will be
 
available against
 
which the
 
temporary
differences can be utilized. The carrying amount of deferred tax assets is reviewed at each
 
reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
 
asset to be recovered. Any such
reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available. The Company recognises
a previously
 
unrecognised
 
deferred
 
tax asset
 
to the
 
extent
 
that it
 
has become
 
probable
 
that future
 
taxable
 
profit will
 
allow the
deferred tax asset to be recovered.
 
The deferred tax asset on income tax losses
 
carried forward is recognized as an asset when
 
it is
probable that future taxable profits
 
will be available against which these losses can be utilized.
(iii) Uncertain tax positions
The Company determines and assesses all material tax positions taken,
 
including all, if any, significant uncertain positions,
 
in all tax
years that are still subject
 
to assessment (or when
 
the litigation is in
 
progress) by relevant tax authorities. In
 
evaluating tax positions,
the
 
Company
 
examines
 
all
 
supporting
 
evidence
 
(Ministry
 
of
 
Finance
 
circulars,
 
individual
 
rulings,
 
case
 
law,
 
past
 
administrative
practices, ad hoc tax/legal
 
opinions etc.) to the
 
extent they are applicable
 
to the facts and
 
circumstances of the particular
 
Company’s
case/ transaction.
In addition, judgments concerning the recognition of a provision against the possibility of
 
losing some of the tax positions are highly
dependent on advice received from internal/
 
external legal counselors. For
 
uncertain tax positions with a high level of uncertainty,
the Company recognizes, on a
 
transaction by transaction basis,
 
or together as a
 
group, depending on
 
which approach better predicts
the
 
resolution
 
of
 
the
 
uncertainty
 
using
 
an
 
expected
 
value
 
(probability-weighted
 
average)
 
approach:
 
(a)
 
a
 
provision
 
against
 
tax
receivable which has been booked
 
for the amount of income tax
 
already paid but further pursued
 
in courts or (b) a liability for
 
the
amount which is expected to be paid to the tax authorities. The Company presents in its balance sheet all uncertain tax balances as
current or deferred tax
 
assets or liabilities.
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
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31 December
 
2022 Financial
 
Statements
The Company as a general rule has opted to obtain
 
an ‘Annual Tax
 
Certificate’,
 
which is issued after a tax audit is performed by the
same statutory
 
auditor or audit firm
 
that audits the
 
annual financial statements.
 
Further information
 
in respect of the
 
Annual Tax
Certificate and the related tax
 
legislation, is provided in note 8.
2.2.14 Employee benefits
(i) Short term benefits
Short term employee benefits are those
 
expected to be settled wholly before
 
twelve months after the end of the annual reporting
period in which the employees render the related
 
services and are expensed as these services are provided.
(ii) Pension obligations
The Company provides
 
a number of defined
 
contribution pension
 
plans where annual
 
contributions are invested
 
and allocated to
specific asset categories. Eligible
 
employees are entitled to the
 
overall performance of the investment. The
 
Company's contributions
are recognized as employee benefit
 
expense in the year in which they are paid.
(iii) Standard legal staff retirement indemnity obligations (SLSRI) and termination
 
benefits
The
 
Company
 
operates
 
unfunded
 
defined
 
benefit
 
plans,
 
under
 
the
 
regulatory
 
framework.
 
In
 
accordance
 
with
 
the
 
local
 
labor
legislation,
 
the
 
Company
 
provides
 
for
 
staff
 
retirement
 
indemnity
 
obligation
 
for
 
employees
 
which
 
are
 
entitled
 
to
 
a
 
lump
 
sum
payment based on the number of years of service, as of the date when employee service first leads to benefits under the plan until
the date when
 
further employee service
 
will lead to
 
no material amount
 
of further benefits,
 
and the level
 
of remuneration
 
at the
date of
 
retirement, if
 
they remain
 
in the
 
employment of
 
the Company
 
until normal
 
retirement age.
 
Provision has
 
been made
 
for
the actuarial value
 
of the lump sum
 
payable on retirement
 
(SLSRI) using the projected
 
unit credit method.
 
Under this method the
cost of providing
 
retirement indemnities is charged
 
to the income statement
 
so as to spread the
 
cost over the period
 
of service of
the employees, in accordance with the actuarial valuations
 
which are performed every year.
The SLSRI
 
obligation
 
is calculated
 
as the
 
present
 
value of
 
the estimated
 
future cash
 
outflows using
 
interest
 
rates
 
of high
 
quality
corporate bonds. The currency and term to maturity of the bonds used are consistent
 
with the currency and estimated term of the
retirement benefit
 
obligations. Actuarial
 
gains and
 
losses that arise
 
in calculating
 
the Company’s
 
SLSRI obligations
 
are recognized
directly
 
in
 
other
 
comprehensive
 
income
 
in
 
the
 
period
 
in
 
which
 
they
 
occur
 
and
 
are
 
not
 
reclassified
 
to
 
the
 
income
 
statement
 
in
subsequent periods.
Interest on the staff retirement indemnity obligations and service cost, consisting of current service
 
cost, past service cost and gains
or losses
 
on settlement
 
are recognized
 
in the
 
income statement.
 
In calculating
 
the SLSRI
 
obligation,
 
the Company
 
also considers
potential separations before
 
normal retirement based on the terms of previous
 
voluntary exit schemes.
Termination benefits are payable when employment is
 
terminated by the
 
Company before the normal
 
retirement date, or whenever
an employee
 
accepts
 
voluntary
 
redundancy
 
in exchange
 
for
 
these benefits
 
(including those
 
in the
 
context
 
of the
 
Voluntary
 
Exit
Schemes implemented
 
by the
 
Company). The
 
Company recognizes
 
termination
 
benefits at
 
the earlier
 
of the
 
following dates:
 
(a)
when
 
the
 
Company
 
can
 
no
 
longer
 
withdraw
 
the
 
offer
 
of
 
those
 
benefits;
 
and
 
(b)
 
when
 
the
 
Company
 
recognizes
 
costs
 
for
 
a
restructuring that involves
 
the payment of termination
 
benefits. In the case of an
 
offer made to encourage
 
voluntary redundancy,
the termination benefits are
 
measured based on
 
the number of
 
employees expected to accept
 
the offer. Termination benefits falling
due more than 12 months after the end of the reporting period are
 
discounted to their present value.
(iv) Performance-based cash payments
The Company's Management awards high performing employees with bonuses in cash, from time to time, on a discretionary
 
basis.
Cash
 
payments
 
requiring
 
only
 
Management
 
approval
 
are
 
recognized
 
as
 
employee
 
benefit
 
expenses
 
on
 
an
 
accrual
 
basis.
 
Cash
payments requiring General
 
Meeting approval as distribution of
 
profits to staff
 
are recognized as
 
employee benefit expense in
 
the
accounting period that they are approved
 
by the Company’s shareholders.
(v) Share-based payments
The Company’s Management awards
 
employees with bonuses in the form of shares and share options on a discretionary basis and
after taking
 
into
 
account the
 
current
 
legal framework.
 
Non-performance
 
related
 
shares
 
vest
 
in the
 
period granted.
 
Share based
payments
 
that
 
are
 
contingent
 
upon
 
the
 
achievement
 
of
 
a
 
performance
 
and
 
service
 
condition,
 
vest
 
only
 
if
 
both
 
conditions
 
are
satisfied.
 
 
 
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Notes to the Financial Statements
 
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The fair
 
value of
 
the share
 
options granted
 
is recognized
 
as an
 
employee benefit
 
expense over
 
the vesting
 
period,
 
with an
 
equal
credit in equity
 
i.e. no impact on
 
the Company’s
 
equity. The
 
amount ultimately recognised
 
as an expense
 
is based on the
 
number
of awards that meet the related
 
service and non-market performance conditions at the
 
vesting date.
The fair value of the share
 
options at grant date
 
is determined by using an adjusted
 
option pricing model which takes
 
into account
the exercise
 
price, the
 
exercise
 
dates,
 
the term
 
of the
 
option, the
 
share
 
price at
 
grant
 
date
 
and expected
 
price volatility
 
of the
underlying share, the
 
expected dividend yield
 
and the risk-free
 
interest rate
 
for the term
 
of the options.
 
The expected volatility
 
is
measured at the grant date of the options
 
and is based on the historical volatility of the share price.
For share-based payment awards with non-vesting conditions, the fair
 
value of the share-based payment at grant date also reflects
such conditions and there is no true-up for differences
 
between expected and actual outcomes.
When the options are exercised and new shares are issued, the proceeds received net
 
of any directly attributable transaction costs
are credited to share capital
 
(par value) and share premium.
Share
 
options
 
granted
 
by the
 
Company
 
to
 
employees
 
of
 
group
 
entities
 
are
 
treated
 
as
 
a contribution
 
by
 
the Company
 
to
 
these
entities, thus increasing the investment cost
 
in them.
2.2.15 Related party transactions
Related parties of the Company include:
(a) an entity that
 
has control over
 
the Company and
 
entities controlled, jointly
 
controlled or significantly
 
influenced by this entity,
as well as members of its key management
 
personnel and their close family members;
(b) an entity that has significant influence over the
 
Company and entities controlled by this entity,
(c) members of key management personnel of
 
the Company, their close family members and
 
entities controlled or jointly controlled
by the abovementioned persons;
(d) associates and joint ventures of the Company
(e) subsidiaries; and
(f) post-employment benefit plans established for the benefit
 
of the Group’s employees.
Transactions
 
of similar nature are disclosed
 
on an aggregate basis. All
 
banking transactions entered into
 
with related parties are in
the normal course of business and are conducted on an arm's length
 
basis.
2.2.16 Provisions
Provisions are recognized when the Company
 
has a present legal or constructive obligation
 
as a result of past events, it is probable
that an
 
outflow of resources
 
embodying economic benefits
 
will be required
 
to settle
 
the obligation,
 
and reliable
 
estimates of
 
the
amount of the obligation can be made.
The amount
 
recognized
 
as a
 
provision
 
is the
 
best
 
estimate
 
of the
 
expenditure
 
required
 
to settle
 
the present
 
obligation
 
at each
reporting date, taking into account
 
the risks and uncertainties surrounding the amount of such expenditure.
Provisions are
 
reviewed at
 
each reporting
 
date and
 
adjusted to
 
reflect the
 
current best
 
estimate. If,
 
subsequently,
 
it is
 
no longer
probable
 
that
 
an
 
outflow
 
of
 
resources
 
embodying
 
economic
 
benefits
 
will
 
be
 
required
 
to
 
settle
 
the
 
obligation,
 
the
 
provision
 
is
reversed.
2.2.17 Share capital
Ordinary shares and preference
 
shares are classified as equity.
 
Incremental costs directly attributable
 
to the issue of new shares or
options are shown in equity as a deduction from the proceeds, net
 
of tax.
Dividend distribution
 
on shares
 
is recognized
 
as a
 
deduction in
 
the Company’s
 
equity when
 
approved by
 
the General
 
Meeting of
shareholders
 
and the
 
required regulatory
 
approvals,
 
if any,
 
are obtained.
 
Interim dividends
 
are recognized
 
as a
 
deduction in
 
the
Company's equity when approved by the Board of
 
Directors.
Intercompany
 
non-cash
 
distributions
 
that
 
constitute
 
transactions
 
between
 
entities
 
under
 
common
 
control
 
are
 
recorded
 
in
 
the
Company’s equity by reference
 
to the book value of the assets distributed.
 
 
 
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Notes to the Financial Statements
 
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Where the Company purchases own shares (treasury shares), the consideration paid including any directly attributable incremental
costs (net
 
of income
 
taxes), is
 
deducted from
 
shareholders’ equity
 
until the
 
shares are
 
cancelled, reissued
 
or disposed
 
of. Where
such shares are subsequently sold or reissued, any
 
consideration received is included in shareholders’
 
equity.
2.2.18 Hybrid capital
Hybrid capital issued by the Company is classified as equity
 
when there is no contractual obligation
 
to deliver to the holder cash or
another financial asset. Incremental costs directly attributable to the issue of new hybrid capital are shown in equity as a deduction
from the proceeds, net of tax.
Dividend distribution on hybrid capital is recognized
 
as a deduction in the Company's equity on the date it is due.
Where hybrid capital, issued by the Company, is repurchased, the consideration paid including
 
any directly attributable incremental
costs
 
(net
 
of
 
income
 
taxes),
 
is deducted
 
from
 
shareholders’
 
equity.
 
Where
 
such
 
securities
 
are
 
subsequently
 
called
 
or
 
sold,
 
any
consideration received is included in shareholders’
 
equity.
2.2.19 Non-current assets classified as held for sale and discontinued
 
operations
Non-current assets
 
are classified as
 
held for sale
 
if their carrying
 
amount will be
 
recovered through
 
a sale transaction
 
rather than
through
 
continuing use.
 
For a
 
non-
 
current asset
 
to be
 
classified as
 
held for
 
sale, it
 
is available
 
for
 
immediate sale
 
in its
 
present
condition, subject to terms
 
that are usual and
 
customary for sales of such
 
assets, and the sale is considered
 
to be highly probable.
In
 
such cases,
 
management
 
is committed
 
to
 
the sale
 
and actively
 
markets
 
the property
 
for
 
sale at
 
a price
 
that
 
is reasonable
 
in
relation to the
 
current fair value.
 
The sale is also
 
expected to qualify
 
for recognition as
 
a completed sale within
 
one year from the
date of classification. Before their classification as
 
held for sale, assets are
 
remeasured in accordance with the
 
respective accounting
standard.
Assets held
 
for sale
 
are subsequently
 
remeasured
 
at the
 
lower of
 
their carrying
 
amount and
 
fair value
 
less cost
 
to sell.
 
Any loss
arising from
 
the above
 
measurement is
 
recorded
 
in profit
 
or loss
 
and can
 
be reversed
 
in the
 
future.
 
When the
 
loss relates
 
to
 
a
disposal group, it is allocated to the assets within that
 
disposal group.
The
 
Company
 
presents
 
discontinued
 
operations
 
in
 
a
 
separate
 
line
 
in
 
the
 
income
 
statement
 
if
 
a
 
component
 
of
 
the
 
Company’s
operations has been disposed of or is classified as held for sale and:
(a) Represents a separate
 
major line of business or geographical area of operations;
(b) Is part of a single coordinated plan to dispose of a separate
 
major line of business or geographical area of operations;
Profit or loss from
 
discontinued operations
 
includes the profit or
 
loss before tax
 
from discontinued operations,
 
the gain or loss on
disposal before tax
 
or measurement to
 
fair value less costs
 
to sell and discontinued
 
operations tax
 
expense. Upon classification
 
of
a
 
component
 
of
 
the
 
Company’s
 
operations
 
as
 
a
 
discontinued
 
operation,
 
the
 
Company
 
restates
 
prior
 
periods
 
in
 
the
 
income
statement.
2.2.20 Cash and cash equivalents
Cash and cash equivalents
 
include cash in hand,
 
unrestricted deposits with
 
central banks and
 
due from credit
 
institutions that are
all carried at amortised cost.
3.
 
Critical accounting estimates and judgments in applying accounting policies
In
 
the
 
process
 
of
 
applying
 
the
 
Company’s
 
accounting
 
policies,
 
the
 
Management
 
makes
 
various
 
judgments,
 
estimates
 
and
assumptions
 
that
 
may
 
affect
 
the
 
reported
 
amounts
 
of
 
assets
 
and
 
liabilities,
 
revenues
 
and
 
expenses
 
recognized
 
in
 
the
 
financial
statements
 
within the
 
next financial
 
year and
 
the accompanying
 
disclosures. Estimates
 
and judgments
 
are continually
 
evaluated
and
 
are
 
based
 
on
 
current
 
conditions,
 
historical
 
experience
 
and
 
other
 
factors,
 
including
 
expectations
 
of
 
future
 
events
 
that
 
are
believed to be reasonable under the circumstances.
 
Revisions to estimates are recognized
 
prospectively.
The most significant
 
areas in which the
 
Company makes
 
judgments, estimates and
 
assumptions in applying its
 
accounting policies
are set out below:
 
 
 
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3.1
Impairment losses on investment securities
The expected
 
credit losses
 
(ECL) measurement
 
of the Tier
 
2 subordinated
 
instruments requires
 
management to
 
apply judgement
relating to the risk parameters used in the calculation
 
of the ECL and in assessing whether a significant increase of credit risk (SICR)
event has occurred since initial recognition. These estimates
 
are based on quantitative and qualitative
 
information reasonable and
supportable forward looking information. A degree of uncertainty is involved
 
in making estimations using assumptions that may be
subjective and sensitive to the risk factors.
Specifically, the assessment
 
of SICR is performed on an individual basis based on the number of notches downgrade
 
in the internal
credit
 
rating
 
scale since
 
the
 
origination
 
date
 
while
 
the PD
 
used
 
for
 
the ECL
 
measurement
 
is received
 
by
 
an
 
international
 
rating
agency using
 
risk methodologies
 
that
 
maximize
 
the use
 
of observable
 
variables
 
and market
 
data.
 
Furthermore,
 
the LGD
 
used is
based on historical data
 
derived from rating
 
agencies’ studies that present
 
the recoveries on such
 
instruments taking into
 
account
the seniority of the exposure.
 
The
 
Company
 
independently
 
validates
 
all
 
ECL
 
key
 
inputs
 
and
 
underlying
 
assumptions
 
used
 
in
 
the
 
ECL
 
measurement
 
through
competent resources.
3.2
Impairment losses on investment in subsidiaries
The Company assesses
 
for impairment its
 
investment in subsidiaries at
 
each reporting date
 
as described in
 
note 2.2.6. If
 
an indication
of impairment exists, the
 
Company performs an impairment test
 
by comparing the carrying
 
value of the
 
investment in the subsidiary
with its
 
estimated
 
recoverable
 
amount, determined
 
as the
 
higher of
 
its fair
 
value less
 
cost to
 
sell and
 
its value
 
in use,
 
based on
reasonable and supportable information. The calculation of the recoverable amount involves the exercise of judgement in selecting
the appropriate parameters,
 
such as the applicable discount and growth rates.
3.3 Income tax
The Company
 
is subject
 
to income
 
taxes
 
and estimates
 
are required
 
in determining
 
the liability
 
for
 
income taxes.
 
The Company
recognizes liabilities
 
for anticipated
 
tax audit issues
 
based on estimates
 
of whether additional
 
taxes will
 
be due or
 
for anticipated
tax
 
disputes.
 
Where
 
the
 
final
 
tax
 
outcome
 
of
 
these
 
matters
 
is
 
different
 
from
 
the
 
amounts
 
that
 
were
 
initially
 
recorded,
 
such
differences will impact the income tax in the
 
period in which such determination is made.
In addition, the
 
Company recognizes deferred tax assets to
 
the extent that it
 
is probable that
 
sufficient taxable profit will be
 
available
against
 
which unused
 
tax
 
losses and
 
deductible temporary
 
differences
 
can be
 
utilized.
 
Recognition
 
therefore
 
involves
 
judgment
regarding the future financial performance of the Company.
 
As at 31 December 2022, based on the Management’s assessment the
Company is not expected to have sufficient
 
future taxable profits, against
 
which the unused tax losses can be utilized (note 8).
3.4 Retirement benefit obligations
The present value
 
of the retirement benefit
 
obligations depends on
 
a number of factors
 
that are determined on
 
an actuarial basis
using a number of assumptions, such as
 
the discount rate and future salary increases. Any changes in these assumptions impact
 
the
carrying amount of the pension obligations.
The Company determines the appropriate discount rate used
 
to calculate the present value of
 
the estimated retirement obligations,
at the
 
end of each
 
year based
 
on interest
 
rates of
 
high quality
 
corporate bonds.
 
The currency
 
and term
 
to maturity
 
of the bonds
used are consistent with the currency and estimated average term to maturity of the retirement benefit obligations. The salary rate
increase assumption
 
is based
 
on future
 
inflation estimates
 
reflecting also
 
the Company's
 
reward
 
structure and
 
expected market
conditions.
Other assumptions
 
for pension
 
obligations,
 
such as
 
future inflation
 
estimates, are
 
based in
 
part on
 
current and
 
expected market
conditions.
For information in respect of the Company’s
 
retirement benefit obligations refer
 
to note 13.
3.5 Share-based payments
The Company
 
grants
 
shares and
 
share options
 
to its
 
employees as
 
well as
 
the employees
 
of the
 
Group’s
 
entities, as
 
a common
feature of employee remuneration.
 
 
 
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For shares granted to employees, the fair value is measured directly at the market
 
price of the entity’s shares, adjusted to take into
account
 
the terms
 
and conditions
 
upon which
 
the shares
 
were granted.
 
For share
 
options granted
 
to employees,
 
in many
 
cases
market prices are not available because
 
the options granted are subject to
 
terms and conditions that
 
do not apply to
 
traded options.
If this
 
is the
 
case, the
 
Company estimates
 
the fair
 
value of
 
the equity
 
instruments granted
 
using a
 
valuation technique,
 
which is
consistent with generally accepted
 
valuation methodologies.
The
 
valuation
 
method
 
and the
 
inputs
 
used to
 
measure
 
the share
 
options
 
granted
 
to
 
employees
 
of
 
the
 
Company
 
and its
 
Group
entities are presented in note 16.
4.
 
Financial risk management and fair value
The Company is exposed to financial risks such as credit risk, market risk (including currency and interest rate
 
risk) liquidity risk and
operational risks.
 
4.1
 
Financial risk factors and risk management
As part of its overall system of internal controls the Company has engaged in a Service Level Agreement (SLA) with Eurobank S.A. in
order to receive supporting
 
and advisory
 
services in
 
all applicable areas
 
of risk management
 
(credit, market, liquidity and
 
operational
risks) undertaken by the Company.
The
 
Company’s
 
overall
 
risk
 
management
 
strategy
 
seeks
 
to
 
minimize
 
any
 
potential
 
adverse
 
effects
 
on
 
its
 
financial
 
performance,
financial position and cash flows.
The main financial risks to which the Company is exposed relate
 
to:
(a) Credit risk
The Company takes
 
on exposure to
 
credit risk which
 
is the risk that
 
a counterparty will
 
be unable to
 
fulfill its payment
 
obligations
in full when due. The Company is mainly exposed to subordinated instruments (note 9) issued by its subsidiary Eurobank S.A. and €
57
 
million
 
deposits
 
that
 
are
 
placed
 
with
 
the
 
latter.
 
Accordingly,
 
the
 
aggregate
 
carrying
 
amount
 
of
 
the
 
above
 
financial
 
assets
approximates the maximum credit
 
risk exposure of the Company.
 
(b) Market risk
The Company
 
takes
 
on exposure
 
to market
 
risk, which
 
is the
 
risk of
 
potential
 
financial loss
 
due to
 
an adverse
 
change in
 
market
variables, such as interest rates
 
and foreign exchange rates.
The Company’s interest rate risk, which mainly arises from the position in the
 
aforementioned subordinated fixed rate instruments,
is eliminated by
 
the subordinated Tier
 
II debt instruments
 
issued by the Company,
 
which have equivalent
 
terms with those
 
of the
former.
 
The Company’s financial assets and liabilities are
 
in Euro, therefore, currency
 
risk is eliminated.
(c) Liquidity risk
The maturity
 
of the Company’s
 
main assets
 
and liabilities, which
 
relate to
 
the aforementioned
 
subordinated instruments,
 
match,
and the underlying cash flows are the same. Accordingly,
 
the Company’s liquidity or cash flow risk is substantially
 
eliminated.
4.2
 
Fair value of financial assets and liabilities
The Company’s financial instruments carried at amortized cost are categorised into the three levels of fair value hierarchy
 
based on
whether the inputs to their fair values are market
 
observable or unobservable, as follows:
Level 1
 
- Financial instruments
 
are measured
 
based on quoted
 
prices (unadjusted)
 
in active
 
markets for
 
identical financial
instruments that the Company
 
can access at the measurement
 
date. A market
 
is considered active when quoted
 
prices are
readily and
 
regularly available
 
from an
 
exchange, dealer,
 
broker,
 
industry group,
 
pricing service, or
 
regulatory agency
 
and
represent
 
actually and
 
regularly
 
occurring transactions.
 
None of
 
the Company’s
 
financial instruments
 
is categorised
 
into
Level 1 of the fair value hierarchy.
Level
 
2
 
 
Financial
 
instruments
 
are
 
measured
 
using
 
valuation
 
techniques
 
with
 
inputs
 
other
 
than
 
level
 
1
 
quoted
 
prices,
observable either directly or indirectly, such as (i)
 
quoted prices for similar financial instruments in
 
active markets (ii) quoted
 
 
 
image_4 image_5
 
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Notes to the Financial Statements
 
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prices for identical financial instruments in markets that are
 
not active, (iii) inputs other than quoted prices that are directly
or indirectly observable, mainly interest rates and yield curves observable at commonly quoted intervals, forward
 
exchange
rates, equity
 
prices, credit spreads
 
and implied volatilities
 
obtained from
 
internationally recognised
 
market data
 
providers
and (iv) other unobservable
 
inputs which are insignificant
 
to the entire fair value
 
measurement. Level 2 financial
 
instruments
include
 
the
 
subordinated
 
instruments
 
(note
 
9)
 
issued
 
by
 
its
 
subsidiary
 
Eurobank
 
S.A.
 
and
 
the
 
subordinated
 
Tier
 
II
 
debt
instruments (note 12) issued by the Company.
 
Level
 
3
 
-
 
Financial
 
instruments
 
are
 
measured
 
using
 
valuation
 
techniques
 
with
 
significant
 
unobservable
 
inputs.
 
When
developing
 
unobservable
 
inputs,
 
best
 
information
 
available
 
is used,
 
including own
 
data,
 
while
 
at
 
the
 
same
 
time
 
market
participants’
 
assumptions
 
are
 
reflected
 
(e.g.
 
assumptions
 
about
 
risk).
 
The
 
Company’s
 
financial
 
instruments,
 
which
 
are
categorised into Level 3 of the fair
 
value hierarchy refer
 
mainly to the sight deposits with Eurobank S.A.
The fair value
 
of the subordinated
 
Tier II debt instruments
 
issued by the Company
 
(note 12) were
 
determined by using
 
quotes for
identical
 
financial
 
instruments
 
in
 
non-active
 
markets
 
obtained
 
from
 
Bloomberg
 
and
 
amounted
 
to
 
 
1,188
 
million
 
(2021:
 
 
974
million). The fair value of the subordinated
 
instruments issued by the Company’s subsidiary Eurobank
 
S.A. (note 9) and held by the
Company were determined
 
based on the aforementioned
 
instruments, which have equivalent
 
terms, therefore,
 
amounted also to
€ 1,188 million (2021: € 974 million).
 
Moreover,
 
the carrying amount of
 
the Company’s
 
sight deposits with Eurobank
 
S.A. represents reasonable
 
approximation of their
fair value.
5.
 
Net interest income
In the year ended
 
31 December 2022,
 
the interest expense that was recognised in
 
the income statement relates to the
 
subordinated
Tier II instruments
 
issued by the Company,
 
while the interest
 
income of a similar
 
amount relates
 
to the subordinated
 
Tier II notes
issued by Eurobank S.A. and held by the Company.
6.
 
Other income/(expenses)
In the year
 
ended 31 December
 
2022, other income/(expenses),
 
amounting to
 
€ 3 million,
 
consist of €
 
1.7 million income
 
from IT
services and € 1.6 million income regarding loan portfolio’s
 
related services provided to the Bank.
In the year ended 31
 
December 2021, other income/(expenses),
 
amounting to € 57 million,
 
consist of € 54.4 million
 
income
resulting from distribution in kind -Project
 
‘Mexico’,
 
€ 1.7 million income from IT services and € 1.5 million income regarding
loan portfolio’s related services provided to the Bank. Specifically, in the context of
 
Project ‘Mexico’, in June 2021 the General
Shareholders’ Meeting (GM) of Eurobank S.A (Bank) approved
 
the distribution of the 95% of the mezzanine and junior notes
of Mexico
 
securitization
 
to the
 
Company through
 
the decrease
 
in kind
 
of the
 
Bank’s
 
share capital.
 
Following the
 
receipt of
the respective regulatory
 
approvals, the settlement
 
of the distribution in kind
 
took place in September 2021 and
 
resulted in
the recognition of the distributed
 
notes at fair
 
value in the Company’s
 
balance-sheet. In particular,
 
the Company accounted
for the distribution in kind as dividend,
 
recognizing in profit and loss the fair value
 
of the distributed notes of € 54 million.
In
September 2021, the BoD of the Company
 
approved to proceed with the
 
sale of 95% of the mezzanine and
 
junior notes of Mexico
securitization and the ongoing servicing of the
 
portfolio by doValue Group. After the fulfilment of all conditions and having
 
received
all appropriate approvals, the aforementioned
 
sale transaction was concluded in December 2021.
 
Further
 
information
 
about the
 
NPE
 
securitisation
 
transaction
 
(Project
 
“Mexico”)
 
is provided
 
in
 
the
 
note
 
20 of
 
the
 
consolidated
financial statements of the Company
 
for the year ended 31 December 2022.
 
 
 
image_4 image_5
 
 
 
image_11
Notes to the Financial Statements
 
.
23
 
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31 December
 
2022 Financial
 
Statements
7.
 
Operating expenses
In the year
 
ended 31 December 2022,
 
the operating
 
expenses of € 10
 
million (2021: €
 
9 million) mainly
 
consist of: a)
 
€ 4.1 million
staff
 
cost (2021:
 
€ 3.7
 
million) and
 
b) €
 
5.2 million
 
other administrative
 
expenses
 
(2021: €
 
5.1 million).
 
Administrative
 
expenses
include € 4.5 million (2021: € 4.4 million) insurance premiums relating to the Group’s
 
financial lines insurance, including protection
for professional liability.
8.
 
Income tax
According
 
to Law
 
4172/2013 currently
 
in force,
 
the Greek
 
corporate
 
tax rate
 
for
 
legal entities
 
other than
 
credit institutions
 
(i.e.
credit institutions that fall
 
under the requirements of article 27A
 
of Law 4172/2013 regarding eligible DTAs/deferred
 
tax credits) is
22%.
 
In
 
addition,
 
the
 
withholding
 
tax
 
rate
 
for
 
dividends
 
distributed,
 
other
 
than
 
intragroup
 
dividends,
 
is
 
5%.
 
In
 
particular,
 
the
intragroup dividends under certain preconditions
 
are relieved from both income and withholding tax.
Current
 
income
 
tax
 
for
 
the
 
year
 
ended
 
31
 
December
 
2022
 
amounted
 
to
 
 
5
 
thousand,
 
mainly
 
referring
 
to
 
non-recoverable
withholding
 
tax
 
for
 
IT
 
services provided
 
to
 
a Group’s
 
entity
 
(2021: €
 
1 thousand).
 
Based
 
on the
 
management’s
 
assessment
 
the
Company is not
 
expected to have sufficient
 
future taxable profits against which
 
the unused tax
 
losses can be
 
utilized and accordingly,
in the year ended 31 December 2022, no deferred tax
 
has been recognized in the income statement.
Tax certificate
 
and open tax years
For fiscal years starting from
 
1 January 2016
 
onwards, pursuant to the
 
Tax Procedure Code, an ‘Annual Tax Certificate’ on an
 
optional
basis, is provided
 
for the Greek
 
entities, with annual
 
financial statements
 
audited compulsorily,
 
which is issued after
 
a tax audit
 
is
performed by the same
 
statutory auditor or audit
 
firm that audits
 
the annual financial
 
statements. The Company has opted
 
to obtain
such certificate.
Following the completion
 
in 2022, of the
 
tax audit of
 
the Company by
 
the tax authorities
 
for the tax
 
year 2016, its
 
open tax
 
years
are 2017-2022. The
 
tax certificates,
 
which have been
 
obtained by the
 
Company are
 
unqualified for
 
the open tax
 
years until 2021,
while for the year ended 31 December 2022, the tax audit
 
from external auditor is in progress.
In accordance with the Greek
 
tax legislation and the respective
 
Ministerial Decisions issued, additional
 
taxes and penalties
 
may be
imposed by the Greek tax authorities following a tax audit
 
within the applicable statute of limitations (i.e. five years as from the
 
end
of the
 
fiscal year
 
within
 
which the
 
relevant
 
tax
 
return
 
should have
 
been submitted)
 
,
 
irrespective
 
of whether
 
an unqualified
 
tax
certificate has been obtained from the tax
 
paying company.
In reference to its total uncertain tax positions, the Company assesses all relevant
 
developments (e.g. legislative changes, case law,
ad hoc tax/legal opinions, administrative
 
practices) and raises adequate provisions.
Unused tax losses
As at 31 December 2022, the Company has not
 
recognised deferred tax asset (DTA)
 
on unused tax losses amounted to € 380 million
(2021: € 378
 
million). The
 
analysis of
 
unrecognized DTA
 
on unused
 
tax losses
 
of the Company
 
per year
 
of maturity
 
of related
 
tax
losses is presented in the table below:
 
 
 
image_4 image_5 image_12
Notes to the Financial Statements
 
.
24
 
|
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31 December
 
2022 Financial
 
Statements
9.
 
Investment securities
 
In November
 
2022, Eurobank
 
S.A. (the
 
Bank) issued
 
subordinated Tier
 
II debt
 
instruments of
 
equivalent terms
 
with those
 
of the
subordinated Tier II debt
 
instruments issued by
 
the Company (note 12),
 
which were fully subscribed
 
by the latter. As at 31
 
December
2022, the carrying amount of the said subordinated debt instruments held by the Company and categorised
 
at amortised cost, was
€ 297 million.
As at 31 December 2022, the total carrying amount of the subordinated debt instruments
 
held by the Company and categorised as
at amortised cost, amounted
 
to € 1,275 million (31 December
 
2021: € 949 million), including
 
accrued interest of
 
€ 32.8 million (31
December 2021:
 
€ 0.2 million)
 
,
 
€ 5.2
 
million unamortized
 
issuance costs
 
(31 December 2021:
 
nil) and
 
impairment allowance
 
of €
2.7 million
 
(31 December
 
2021: €
 
1.5 million)
 
(12-month ECL).
 
In particular,
 
in the
 
year ended
 
31 December
 
2022, the
 
Company
recognised in the income statement
 
€ 1.2 million loss, in relation to impairment allowance (2021: € 6.8 million gain).
 
The fair value
of the
 
said debt
 
instruments held
 
by the
 
Company,
 
that have
 
been issued
 
by the
 
Bank, was
 
determined based
 
on quotes
 
for the
related
 
subordinated
 
Tier II
 
debt instruments
 
issued by
 
the Company
 
(note 12)
 
and amounted
 
to €
 
1,188 million
 
(31 December
2021: € 974 million).
10.
 
Shares in subsidiaries
The following is a listing of the Company's subsidiaries held
 
directly at 31 December 2022:
11.
 
Other assets
As at 31 December 2022,
 
other assets amounting
 
to € 5 million (31 December
 
2021: € 5 million) primarily
 
consist of (a) € 2
 
million
(31 December 2021:
 
€ 1.9 million)
 
prepaid expenses mainly for
 
insurance premiums, (b)
 
€ 1.7 million
 
(31 December 2021:
 
€ 1 million)
receivables for
 
IT services provided
 
to the
 
Group companies
 
and third
 
parties, (c) €
 
0.4 million
 
(31 December 2021:
 
€ 0.3 million)
receivables from Fairfax Group relating to financial consulting services,
 
(d) € 0.4 million
 
(31 December 2021:
 
€ 0.2 million)
 
receivable
regarding
 
loan portfolio’s
 
related
 
services provided
 
to the
 
Bank and
 
(e) €
 
0.3 million
 
in relation
 
to property
 
and equipment
 
and
intangible assets (31 December
 
2021: € 0.07 million). In addition,
 
in the year ended 31
 
December 2022, the Company’s
 
receivable
from withholding taxes amounting to
 
€ 1.4 million, which was outstanding as of 31 December 2021, was settled
 
in cash.
12.
 
Debt securities in issue
In November
 
2022, the
 
Company announced
 
that it
 
had successfully
 
completed the
 
issuance of
 
€300 million
 
subordinated Tier
 
II
debt instruments.
 
The said
 
instruments, mature
 
in December
 
2032, are
 
callable in
 
December 2027
 
offering a
 
coupon of
 
10% per
annum and
 
are listed
 
on the
 
Luxembourg
 
Stock Exchange’s
 
Euro MTF
 
market.
 
Their carrying
 
amount was
 
€ 297
 
million, as
 
at 31
December 2022, including € 5.2 million unamortized issuance costs
 
and € 2.1 million accrued interest. Their fair
 
value, at the same
date, which was determined by using quotes
 
for identical financial instruments in non-active markets,
 
amounted to € 302 million.
The proceeds
 
from the
 
above issue
 
will support
 
Eurobank
 
Holdings’ Group
 
strategy
 
to ensure
 
ongoing compliance
 
with its
 
total
capital adequacy ratio requirements
 
and will be used for the Bank’s
 
general funding purposes.
In January 2018, Eurobank Ergasias
 
S.A. issued subordinated Tier II
 
debt instruments of face
 
value of € 950 million, in repla
 
cement
of the preference shares, which had been issued
 
in the context of the first stream
 
of Hellenic Republic’s plan to support liquidity
 
in
the Greek
 
economy under
 
Law 3723/2008.
 
The said
 
instruments,
 
mature in
 
January 2028
 
and pay
 
fixed nominal
 
interest
 
rate
 
of
6.41%, that shall be payable semi-annually.
 
Their carrying amount, as at 31 December 2022, was € 978 million (31 December 2021:
€ 947 million),
 
including € 2.2
 
million unamortized issuance costs
 
(31 December 2021:
 
€ 2.6 million)
 
and 30.6 million
 
accrued interest
(31 December 2021:
 
0.2 million).
 
Their fair
 
value, at
 
the same date,
 
which was
 
determined by
 
using quotes
 
for identical
 
financial
instruments in non-active markets, amounted
 
to € 886 million (31 December 2021: € 974 million).
 
 
 
image_4 image_5 image_13 image_14
Notes to the Financial Statements
 
.
25
 
|
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31 December
 
2022 Financial
 
Statements
13.
 
Other liabilities
As at
 
31 December
 
2022, other
 
liabilities amounting
 
to €
 
3 million
 
(31 December
 
2021: €
 
2 million)
 
primarily consist
 
of (a)
 
€ 0.8
million (31 December 2021:
 
€ 0.6 million) accrued
 
expenses,
 
(b) € 1 million
 
(31 December 2021: €
 
0.9 million) current
 
payables to
suppliers and (c) € 0.2 million (31 December 2021: € 0.2 million) Standard legal
 
staff retirement indemnity obligations.
Standard legal staff retirement
 
indemnity obligations
The Company provides for staff
 
retirement indemnity obligation for
 
its employees, who are entitled to a lump sum payment based
on the number of years of service and the level of remuneration at the date of retirement, if they remain in the employment of the
Company until
 
normal retirement
 
age, in accordance
 
with the local
 
labor legislation.
 
The above
 
retirement indemnity
 
obligations
typically expose the Company
 
to actuarial risks such
 
as interest rate
 
risk and salary risk. Therefore,
 
a decrease in the discount
 
rate
used to
 
calculate the
 
present value
 
of the
 
estimated
 
future cash
 
outflows or
 
an increase
 
in future
 
salaries will
 
increase the
 
staff
retirement indemnity obligations of
 
the Company.
The movement of the liability for standard
 
legal staff retirement
 
indemnity obligations is as follows:
The significant actuarial assumptions (expressed as weighted
 
averages) were as follows:
As at
 
31 December
 
2022, the
 
assumption for
 
the price
 
inflation
 
(weighted
 
average)
 
is 2.6%
 
(2021: 2%)
 
and has
 
been taken
 
into
account in determining the above actuarial assumptions for
 
future salaries increases
As at 31 December
 
2022, the average duration of the
 
standard legal staff retirement indemnity obligation was 9 years (31
 
December
2021: 9 years).
A quantitative
 
sensitivity analysis
 
based on reasonable
 
changes to significant
 
actuarial assumptions
 
as at 31
 
December 2022 is
 
as
follows:
An increase/(decrease)
 
of the
 
discount rate
 
assumed, by
 
50 bps/(50
 
bps), would
 
result in
 
a (decrease)/
 
increase of
 
the standard
legal staff retirement
 
obligations by (€ 0.01 million)/ € 0.01 million.
An increase/(decrease) of the future
 
salary growth assumed, by
 
0.5%/(0.5%), would result in
 
an increase /(decrease) of
 
the standard
legal staff retirement
 
obligations by € 0.01 million/ (€ 0.01 million).
The above sensitivity analysis is 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.
The methods
 
and assumptions
 
used in
 
preparing the
 
above sensitivity
 
analysis were
 
consistent
 
with those
 
used to
 
estimate the
retirement benefit obligation
 
and did not change compared to the previous year.
 
 
 
image_4 image_5 image_15 image_16
Notes to the Financial Statements
 
.
26
 
|
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31 December
 
2022 Financial
 
Statements
14.
 
Share capital and share premium
As at
 
31 December
 
2022, the
 
par value
 
of the
 
Company's shares
 
is €
 
0.22 per
 
share (2021:
 
€ 0.22).
 
All shares
 
are fully
 
paid. The
movement of share capital, share premium
 
and number of shares issued are as follows:
Share capital increase
Following the exercise of share options granted to key executives
 
of the Group under the current share options’ plan (note 16), and
by virtue of the decision of
 
the Board of Directors
 
of the Company on 30 August
 
2022, the Company’s share
 
capital increased by
 
333,444.32 through the issue of 1,515,656 new
 
common voting shares of a nominal
 
value of € 0.22 per share and
 
exercise price of
€ 0.23 per share. The difference between the exercise price of the new shares and their nominal value, net of the expenses directly
attributable to the equity transaction, amounted to €
 
2,136 and was recorded in
 
the account “Share premium”. Following the above
increase,
 
as
 
at
 
31 December
 
2022, the
 
share
 
capital
 
of the
 
Company
 
amounts
 
to
 
€ 816,349,051.76,
 
divided
 
into
 
3,710,677,508
common shares with a nominal value of € 0.22 each. The new shares were
 
listed on the Athens Exchange on 14 September
 
2022.
Treasury shares
According to paragraph 1 of
 
Article 16c of Law 3864/2010, during the period of the participation of the HFSF in the share capital
 
of
the Company,
 
the Company is not permitted to purchase treasury
 
shares without the approval of the HFSF.
15.
 
Reserves and retained earnings/(losses)
As of 31 December 2022 and 2021, ‘Special reserves’ of € 1,004 million relate to
 
dividends from participations.
Offsetting of equity accounts
On
 
21
 
July
 
2022,
 
the
 
Annual
 
General
 
Meeting
 
(AGM)
 
of
 
the
 
shareholders
 
of
 
Eurobank
 
Holdings
 
approved,
 
among
 
others,
 
the
offsetting of a) the total of the account
 
“Corporate law Reserves” amounting to
 
€ 6,919.3 million and b) part of the account “Share
Premium” amounting to
 
€6,894.4 million with accumulated losses
 
of equivalent value
 
amounting to €13,813.7 million, included
 
in
the account
 
“Retained earnings/(losses)”.
 
The above offsetting,
 
which was approved
 
by the competent
 
Supervisory Authorities in
October 2022, did not affect the Company’s
 
own and regulatory capital.
 
 
 
 
image_4 image_5
 
 
 
 
 
 
 
 
 
 
 
Notes to the Financial Statements
 
.
27
 
|
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31 December
 
2022 Financial
 
Statements
Share options
 
granted
2022
Balance at 1 January 2022
12,374,561
Options
 
awarded
 
during
 
the
 
year
11,654,117
Options
 
cancelled
 
during
 
the
 
year
(244,700)
Options
 
exercised
 
during
 
the
 
year
(1,515,656)
Balance at 31 December 2022
22,268,322
Share options
Expiry date ⁽¹⁾
31 December 2022
2023
5,551,925
2024
7,131,580
2025
3,120,978
2026
2,595,139
2027
2,595,139
2028
1,273,561
Weighted
 
average
 
remainingcontractual
life
of
share
options
outstanding
at
the
end
 
of the
 
period
24 months
Dividends
Pursuant to
 
the provisions
 
of the Company
 
Law 4548/2018,
 
companies are
 
required to
 
pay dividends
 
of at
 
least 35%
 
of after-tax
profit, after necessary deductions for the formation of the
 
statutory reserve and other credit balances in the
 
income statement that
do not arise from realized earnings.
For the financial year 2022,
 
Eurobank Holdings has no profits
 
and therefore will not
 
distribute minimum dividend. Furthermore,
 
in
2023 the Company
 
has announced that
 
the amount earmarked
 
for dividend
 
distribution will be
 
used in an
 
optimal way
 
to bid for
the 1.4% HFSF stake through
 
a share buyback scheme (note 19).
16.
 
Share options
The Annual General
 
Meeting of the
 
shareholders of Eurobank
 
Holdings held on
 
28 July 2020 approved
 
the establishment
 
of a five
year shares
 
award plan,
 
starting from
 
2021, in the
 
form of
 
share options
 
rights by
 
issuing new shares
 
with a corresponding
 
share
capital
 
increase,
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
article
 
113
 
of
 
law
 
4548/2018,
 
awarded
 
to
 
executives
 
and
 
personnel
 
of
Eurobank Holdings and
 
its affiliated companies
 
according to article 32
 
of law 4308/2014. The
 
maximum number of rights
 
that can
be approved was set at 55,637,000 rights, each of which would correspond to one new share. The exercise price of each new share
would be equal to € 0.23.
 
The Annual General Meeting authorized the Board of
 
Directors of Eurobank Holdings to define the eligible
staff and determine the remaining terms
 
and conditions of the plan.
The final
 
terms and
 
the implementation
 
of the
 
share options
 
plan, which
 
is a
 
forward-looking
 
long-term incentive
 
aiming at
 
the
retention of
 
key executives,
 
are defined
 
and approved
 
annually by the
 
Board of
 
Directors in
 
accordance with
 
the applicable
 
legal
and regulatory framework, as well as the policies of the
 
Company and the Group.
The options are
 
exercisable in
 
portions, annually during
 
a period from
 
one to five
 
years. Each
 
portion may
 
be exercised
 
wholly or
partly and converted into shares
 
at the employees’ option,
 
provided that they remain
 
employed by the
 
Group until the
 
first available
exercise date. The corporate
 
actions that adjust the number and the price of shares also adjust accordingly
 
the share options.
In addition, the share options also comply with the restrictions regarding
 
remuneration of Law 3864/2010, as each time in force.
The movement of share options during the period is analysed as follows:
The share options outstanding at the end of the period have
 
the following expiry dates:
(1)
 
Based on the earliest contractual exercise date.
In accordance with the Company’s accounting
 
policy on employees’ share based payments, the grant
 
date fair value of the options
is recognized
 
as
 
an
 
expense
 
with
 
a corresponding
 
increase
 
in equity
 
over
 
the vesti
 
ng
 
period. The
 
share
 
options
 
granted
 
by the
 
 
 
image_4 image_5
Notes to the Financial Statements
 
.
28
 
|
Page
 
31 December
 
2022 Financial
 
Statements
Company to
 
employees of
 
Group entities,
 
were treated
 
as a contribution
 
by the
 
Company to
 
the Bank,
 
being their
 
parent entity,
thus increasing the investment cost
 
of the Company in the latter.
 
The fair value
 
at grant
 
date is determined
 
using an adjusted
 
form of the
 
Black-Scholes model
 
for Bermudan
 
equity options which
takes into
 
account the exercise
 
price, the exercise
 
dates, the term
 
of the option,
 
the share price
 
at grant
 
date and expected
 
price
volatility of the underlying share, the expected dividend
 
yield and the risk-free interest
 
rate for the term of the options.
Furthermore,
 
additional
 
conditions
 
on
 
certain
 
share
 
options
 
granted
 
to
 
key
 
executives
 
who
 
are
 
subject
 
to
 
any
 
remuneration
restrictions of Law 3864/2010 at the time of grant,
 
are treated as non-vesting
 
conditions. Accordingly,
 
the fair value measurement
at grant
 
date of
 
such share
 
options takes
 
into consideration
 
the probability
 
that the
 
relevant
 
restrictions will
 
be lifted,
 
based on
Management judgement, and is not subsequently revised
 
regardless of whether the condition is eventually
 
satisfied.
The weighted
 
average
 
fair value
 
of the
 
share options
 
granted in
 
December 2022 was
 
€ 0.63 (2021:
 
€ 0.42). The
 
significant inputs
into the model were
 
a share price of €
 
1.021 (2021: € 0.7823) at
 
the grant date,
 
exercise price of €
 
0.23, annualized dividend
 
yield
of 3%
 
(2021: 3%),
 
expected average
 
volatility of
 
38% (2021:
 
68%), expected
 
option life
 
of 1-5
 
years,
 
and a
 
risk-free
 
interest
 
rate
corresponding to the options’ maturities, based on the Euro swap yield curve. The expected volatility is measured at the grant date
of the options and is based on the average historical
 
volatility of the share price over the last one and a half year.
17.
 
Cash and cash equivalents
For the
 
purpose of
 
the cash
 
flow statement,
 
cash and
 
cash equivalents
 
with original
 
maturities of
 
three months
 
or less,
 
as at
 
31
December 2022, amount to € 57 million (31 December 2021: € 62 million):
For the
 
year ended
 
31 December 2022,
 
changes in debt
 
securities in issue
 
arising from
 
accrued interest
 
and amortisation of
 
debt
issuance costs amount to
 
€ 33 million (31 December 2021:
 
€ nill). In addition, changes
 
in income/(losses) on investment
 
securities
arising from amortization of discounts and accrued
 
interest amount to € 33 million (31 December 2021: € nill).
18.
 
Post balance sheet events
Details of post balance sheet events are provided
 
in the following notes:
Note 2.1 - Basis of preparation
Note 19 - Related parties
19.
 
Related parties
Eurobank
 
Ergasias
 
Services and
 
Holdings S.A.
 
(the Company
 
or Eurobank
 
Holdings) is
 
the parent
 
company
 
of Eurobank
 
S.A. (the
Bank).
The Board of Directors
 
(BoD) of Eurobank Holdings is the same
 
as the BoD of the Bank and part of
 
the key management
 
personnel
(KMP)
 
of
 
the
 
Bank provides
 
services to
 
Eurobank
 
Holdings
 
according
 
to
 
the terms
 
of
 
the
 
relevant
 
agreement
 
between
 
the two
entities. As at 31 December 2022, the percentage of the Company’s ordinary shares with voting rights held by the
 
Hellenic Financial
Stability
 
Fund
 
(HFSF)
 
stands
 
at
 
1.40%.
 
The
 
HFSF
 
is
 
considered
 
to
 
have
 
significant
 
influence
 
over
 
the
 
Company
 
pursuant
 
to
 
the
provisions
 
of
 
the
 
Law
 
3864/2010,
 
as
 
in
 
force,
 
including
 
the
 
amendments
 
under
 
law
 
4941/2022,
and
 
the
 
Tripartite
 
Relationship
Framework Agreement (TRFA) between the Bank, the Company and the HFSF
 
signed on 23 March 2020
 
and amended on 3
 
February
2022. Further information in respect of the HFSF rights based on the aforementioned
 
framework is provided in the section “Report
of the Directors and Corporate Governance
 
Statement” of the Annual Financial Report for the year ended 31 December 2022.
In 2023,
 
Eurobank Holdings
 
announced its
 
intention to
 
submit an
 
offer for
 
the buyback
 
of its
 
52.08m shares
 
(corresponding to
 
a
participation of
 
1.4%), presently
 
owned by
 
the HFSF,
 
subject to
 
the receipt
 
of the
 
required approvals
 
from the
 
regulator
 
and the
General Meeting of the Company’s
 
Shareholders.
Fairfax
 
Group,
 
which
 
holds
 
32.99%
 
of
 
Eurobank
 
Holdings
 
voting
 
rights
 
as
 
of
 
31
 
December
 
2022
 
(31
 
December
 
2021:
 
33%),
 
is
considered to have significant
 
influence over the Company.
In January
 
2022, an
 
occupational insurance
 
fund (“Institution
 
for
 
occupational retirement
 
provision-occupational
 
insurance fund
Eurobank’s Group
 
personnel” henceforth “the Fund”) was established
 
as a not-for-profit legal entity under Law 4680/2020, for the
benefit of the employees of the Company,
 
the Bank and certain other Greek entities of the Group, which constitute the sponsoring
 
 
 
image_4 image_5 image_17 image_18
Notes to the Financial Statements
 
.
29
 
|
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31 December
 
2022 Financial
 
Statements
employers of the Fund. Accordingly,
 
in line with IAS 24 Related Parties, the Fund is considered to
 
be related party to the Company.
For the year ended 31 December 2022, the Company has no related
 
party transactions with the Fund.
A number
 
of transactions
 
are entered
 
into with
 
related
 
parties in
 
the normal
 
course
 
of business
 
and are
 
conducted
 
on an
 
arm's
length basis. The outstanding balances of the transactions with the Company’s
 
subsidiaries are as follows:
(1)
The expenses in relation
 
to KMP services
 
provided by the Company’s
 
subsidiary Eurobank S.A. are
 
included in Key
 
management compensation disclosed
below.
As
 
at
 
31
 
December
 
2022,
 
the
 
Company
 
has
 
recognised
 
receivables
 
and
 
operating
 
income
 
of
 
amount
 
 
0.35
 
million
 
related
 
to
financial consulting
 
services with
 
Fairfax
 
group (31
 
December 2021: €
 
0.33 million).
 
In addition,
 
for the
 
year ended
 
31 December
2022 the Company has recognized operating income of €
 
0.12 million (2021: €
 
0.09 million) related to the Group’s associate Eurolife
FFH Insurance Group Holdings S.A., which is also a member of Fairfax
 
Group.
Key management compensation
In the year ended 31 December
 
2022, the Company recognized
 
Key management compensation
 
amounting to € 0.2
 
million that is
referring mainly to KMP services provided by
 
Eurobank S.A. in accordance with the relevant agreement
 
(2021: €0.2 million).
20.
 
External Auditors
The Company
 
has adopted
 
a Policy
 
on External
 
Auditors’ Independence
 
which provides
 
amongst others,
 
for the
 
definition of
 
the
permitted and non-permitted services the Company’s
 
auditors may provide further
 
to the statutory audit. For any
 
such services to
be assigned to
 
the Company’s
 
auditors there
 
are specific controlling
 
mechanisms in order
 
for the Company’s
 
Audit Committee to
ensure that a) the non-audit services assigned to
KPMG Certified Auditors S.A.”,
 
along with the KPMG network (KPMG), have been
reviewed and approved as required
 
and b) there is proper balance between audit and permitted
 
non-audit work.
The total fees of the Company’s
 
independent auditor KPMG for audit and other services provided are analyzed
 
as follows:
(1)
 
Includes fees for statutory audit of the Company’s annual financial statements.
It
 
is
 
noted
 
that
 
the
 
non-audit
 
assignment
 
fees
 
of
 
“KPMG
 
Certified
 
Auditors
 
S.A.”
 
Greece,
 
statutory
 
auditor
 
of
 
the
 
Company,
amounted to € 0.01 million.
 
 
 
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Notes to the Financial Statements
 
.
30
 
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31 December
 
2022 Financial
 
Statements
21.
 
Board of Directors
The Board
 
of Directors
 
(BoD) was
 
elected by
 
the Annual
 
General Meeting
 
(AGM) of
 
the Shareholders
 
held on
 
23 July
 
2021 for
 
a
three years term of office that will expire on 23 July
 
2024, prolonged until the end of the period the AGM
 
for the year 2024 will take
place.
Following the aforementioned AGM
 
decision, the BoD was constituted as a body at the BoD meeting of 23 July 2021, as follows:
G. Zanias
Chairman, Non-Executive Member
G. Chryssikos
Vice Chairman, Non-Executive Member
F. Karavias
Chief Executive Officer
S. Ioannou
Deputy Chief Executive Officer
K. Vassiliou
Deputy Chief Executive Officer
A. Athanasopoulos
Deputy Chief Executive Officer
B.P.
 
Martin
Non-Executive Member
A. Gregoriadi
Non-Executive Independent Member
I. Rouvitha Panou
Non-Executive Independent Member
R. Kakar
Non-Executive Independent Member
J. Mirza
Non-Executive Independent Member
C. Basile
Non-Executive Independent Member
E. Deli
Non-Executive Member (HFSF representative
 
under Law
3864/2010)
 
Athens, 6 April 2023