OKEANIS ECO TANKERS 2022 ANNUAL REPORT
ANNUAL
REPORT
2022
2
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT TABLE OF CONTENTS
TABLE OF
CONTENTS
0
3
Letter from the Chairman
07 History
8 Fleet
9 Presentation of the Board of Directors
12 Board of Directors’ Report
23 Responsibility Statement
25 Corporate Governance Statement
38 Consolidated Financial Statements
3
9 Directors’ Statement
40 Independent Auditor’s Report
45 Consolidated Statement of Profit or Loss and Other Comprehensive Income
46 Consolidated Statement of Financial Position
47 Consolidated Statement of Changes in Equity
48 Consolidated Statement of Cash Flows
49 Notes to the Consolidated Financial Statements
85
Parent Company Financial Statements
86
Independent Auditor’s Report
89 Statement of Profit or Loss and Other Comprehensive Income
90 Statement of Financial Position
91 Statement of Changes in Equity
92 Statement of Cash Flows
93 Notes to the Financial Statements
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
3
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
LETTER
FROM THE
CHAIRMAN
LETTER FROM THE CHAIRMAN
4
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT LETTER FROM THE CHAIRMAN
The past year demonstrates that the seaborne transportation of crude oil and natural gas
is at the heart of global energy security. On behalf of the Board, I thank all our employees,
especially the crews onboard our vessels, for their unwavering professionalism, dedication,
and stamina during these uncertain times.
Our people’s hard work, commitment, and diligence proved critical in delivering industry-
leading operating results and record financial results in 2022, which translate to significant value
creation for our shareholders. While our performance benefitted from a strong market rebound,
especially in the second half of the year, our counter-cyclical investments in state-of-the-art,
Eco and scrubber-fitted vessels set us apart from the competition and drive shareholder value
both in absolute and relative terms. Our plan for 2023 calls for enhanced focus on strategic
initiatives that include, first and foremost, operational safety, adroit vessel trading, solid financial
performance, and shareholder value creation.
2022 started on a weak footing for our markets, mainly due to weak trade demand for
global seaborne crude oil amid the rapid spread of the Omicron Covid-19 variant, renewed
implementation of mobility restriction policies, primarily in China, and further lagging of the
OPEC output versus quotas during the seasonally muted first quarter. In addition, the continued
growth of tonnage supply, following the delivery of the remaining vessels ordered during the
historically busy 2018 through 2020 period, further curtailed the short-term fundamentals for the
large crude tanker market at the time.
Notwithstanding the soft start, the crude tanker market improved markedly since February 2022
for the Suezmax and Aframax vessels, while gains in the VLCCs occurred during the second half
of 2022. In particular, the Russian invasion of Ukraine during the first quarter and the subsequent
imposition of Russian crude oil sanctions by the EU, UK, and the US, have resulted in significant
trade complexity and rerouting of crude oil voyages. During the first months of the invasion, the
Aframax and Suezmax vessels, the dominant pre-war asset classes chartered for the seaborne
transportation of Russian oil, realized initial spikes in freight rates. By contrast, the large crude
tanker fleet concentrated in the West as Europe rushed to secure non-Russian replacement
barrels. Due to the Chinese lockdown, the combination of VLCC fleet dislocation in the West,
and limited fronthaul cargoes towards the East resulted in downward pressure on charter rates
that proved transitory.
Source: Company filings, OET.
VLCC Suezmax
OET Peer A Peer B Peer C Peer D OET Peer A Peer B Peer C Peer D
$37,937
$54,851
Full year 2022 Spot TCE performance ($/day)
60,000 $pd
55,000
50,000
45,000
40,000
35,000
30,000
25,000
20,000
5
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT LETTER FROM THE CHAIRMAN
Following the initial shock, new trade lanes emerged and absorbed tonnage. Europe replaced
Russian barrels from remoter exporting regions, such as West Africa, the Middle East, and USG.
At the same time, Russia shifted its oil exports to China and India. The collective impact was
longer average distances per crude voyage that significantly enhanced the mile side of the crude
tanker demand equation, which is expressed in tonne-miles. The lift in mobility restrictions in
many parts of the world, together with significant US exports (amplified through the Strategic
Petroleum Reserve (“SPR”) program), and reinstatement of OPEC+ production cuts established
in 2021, resulted in historically elevated oil in transit volumes thus improving the second variable
in identifying crude tanker demand.
In last year’s report, I argued that 2021 was the most challenging year ever recorded for the
crude tanker market. However, we successfully navigated the downturn thanks to our young,
fuel-efficient scrubber-fitted fleet, outperforming the market and our listed peers. Entering 2022
with a fully delivered fleet, our results demonstrate that our competitive advantage is amplified
in a strong market and provide the Company with the flexibility and optionality to allocate more
trading days to spot charters to capture market momentum. Regarding the VLCCs, OET delivered
daily spot earnings throughout the year of $37,900 per day, representing 29% outperformance
relative to the average of the crude tanker peer group, while our Suezmax daily spot earnings
came in at $54,850 per day, representing 65% outperformance relative to our listed peers.
The backbone of OET’s strategy has been to trade our vessels efficiently, maintain a strong capital
structure with sufficient liquidity, and deliver value to our shareholders. We are delighted to have
continued performing on all fronts. During the first half of the year and in uncertain times, we
proactively bolstered our cash position through the refinancing, at very attractive terms, of VLCCs
Nissos Kythnos and Nissos Donoussa, releasing approximately $29m from the transaction while
maintaining c. 50% market LTV on a fleetwide basis at the end of the year. In addition, cognizant
of our promises towards shareholder returns, we have declared distributions totaling $1.85 per
share or c. $61m in the form of capital distributions and share buybacks over the past year.
Note: Peers average price indexed to OET price as of 30 December 2020 of NOK 50.8
Sources: Refinitiv, OET.
Dec Feb Apr Jun Aug Oct Dec Feb Apr Jun Aug Oct Dec Feb
2020 2021 2022 2023
OET share price outperfomance relative to peers
OET
Peers average
250 NOK
200
150
100
50
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT LETTER FROM THE CHAIRMAN
Sustainability is at the heart of our operations. We have taken significant steps to be part of our
industry’s efforts towards net zero carbon and comply with responsible investment practices.
In May 2022, we signed our first senior secured sustainability linked loan (“SLL”), which includes
customary environmental clauses and sustainability targets for the Company, which are linked to
pricing. The execution of the SLL marks a significant milestone for the Company and aligns with
our young Eco fleet and commitment towards sustainable growth. At the corporate level, we
have endorsed our sustainability credentials by publishing our inaugural Environmental, Social,
and Governance (“ESG”) report referring to 2021. As a result, our young fleet is well equipped
to comply with upcoming Energy Efficiency Existing Ship Index (“EEXI”) and Carbon Intensity
Index (“CII”) regulations. We expect such regulations to significantly impact the crude tanker
fleet, forcing owners of older tonnage to undergo modifications, incur extra costs, and ultimately
reduce speed to comply. Together with our managers, we will work on our sustainability targets
through continuous monitoring, reporting, and improvement on all related ESG aspects.
Tanker market fundamentals appear very robust for the medium term thanks to a potent mix of
supply and demand factors which we have not seen before, albeit uncertainty remains vis-à-vis
global growth, inflationary dynamics, interest rates and geopolitical risks. The orderbook stands
at a more than 20-year low, and the fleet’s average age is growing quickly, yet close to zero
newbuilding contracting would suggest muted fleet growth in 2023 and negative in 2024/2025
for the large crude tanker segment. The shipbuilding industry is constrained with fully booked
capacity until 2025, and even an influx of deliveries by 2027 would not be enough to distort
the current supply and demand balance. Oil demand is expected above pre-pandemic levels
exceeding 100mbd in 2023 on the back of Chinese reopening, while the shift in trade patterns,
since the Russian invasion of Ukraine, offers additional support to tonne-mile demand.
As we move forward, the OET platform remains robust, with strong financial flexibility, a state-
of-the-art asset base eligible to capture the strong market momentum, and a clear focus on
delivering shareholder value.
Ioannis Alafouzos
Chairman & Director
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
7
HISTORY
HISTORY
APRIL 2013
Ordered 3x LR2 Aframaxes at HHI
FY 2015
Took delivery of Aframaxes and ordered
2x Suezmaxes at JMU
FEBRUARY 2018
Ordered 2x scrubber-fitted VLCCs at HHI
JUNE 2018
Contributed Alafouzos family’s eco tanker
fleet to OET in exchange for shares
DECEMBER 2018
Raised additional $30 million at NOK 66 per
share
MAY 2019
Raised additional $15 million from Alafouzos
family at NOK 83 per share
JANUARY 2020
Concluded VLCC NB program with HHI
DECEMBER 2020
Concluded scrubber retrofit program across
entire fleet
OCTOBER 2021
Monetized 1x VLCC built 2019
JUNE 2021
Acquired 2x under construction ECO scrubber
fitted built 2022 VLCCs at HSHI from the
Sponsor - Monetized 2x Aframaxes built 2015
MARCH 2019
Uplisting of OET to Euronext Expand
OCTOBER 2019
Exercised free option to acquire 2x 2020-built
Suezmaxes under construction at HSHI from
sponsor (Mr Ioannis Alafouzos)
SEPTEMBER 2020
Concluded Suezmax NB program with HSHI
JANUARY 2021
Uplisted to Oslo Børs
AUGUST 2021
Monetized 1x Aframax built 2015
NOVEMBER 2021
Monetized 1x VLCC built 2019
MAY 2014
Ordered 2x Suezmaxes at SSME
DECEMBER 2017
Ordered 4x scrubber-fitted VLCCs at HHI
APRIL 2018
Ordered 2x scrubber-fitted VLCCs at HHI
Established Okeanis Eco Tankers Corp. (OET)
JULY 2018
Listing of OET on Euronext Growth; raised
$100 million at NOK 72 per share
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT FLEET
FLEET
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
No. Type Vessel Yard Country Built Age DWT Employment Eco-Design? Scrubber? BWTS?
1 Milos SSME Korea 2016-10 6 157,539 Time charter Yes Yes Yes
2 Poliegos SSME Korea 2017-01 6 157,539 Spot Yes Yes Yes
3
SUEZMAX
Kimolos JMU Japan 2018-05 4 159,159 Spot Yes Yes Yes
4 Folegandros JMU Japan 2018-09 4 159,221 Spot Yes Yes Yes
5 Nissos Sikinos HSHI Korea 2020-09 2 157,447 Time charter Yes Yes Yes
6 Nissos Sifnos HSHI Korea 2020-09 2 157,447 Time charter Yes Yes Yes
7 Nissos Rhenia HHI Korea 2019-05 3 318,744 Spot Yes Yes Yes
8 Nissos Despotiko HHI Korea 2019-06 3 318,744 Time charter Yes Yes Yes
9
Nissos Donoussa HHI Korea 2019-08 3 318,953 Spot Yes Yes Yes
10 VLCC Nissos Kythnos HHI Korea 2019-09 3 318,953 Spot Yes Yes Yes
11 Nissos Keros HHI Korea 2019-10 3 318,953 Spot Yes Yes Yes
12 Nissos Anafi HHI Korea 2020-01 3 318,953 Spot Yes Yes Yes
13 Nissos Kea HHI Korea 2022-03 1 300,323 Spot Yes Yes Yes
14 Nissos Nikouria HHI Korea 2022-05 1 300,323 Spot Yes Yes Yes
3,463,090
9
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
PRESENTATION
OF THE BOARD
OF DIRECTORS
PRESENTATION OF THE BOARD OF DIRECTORS
10
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT PRESENTATION OF THE BOARD OF DIRECTORS
Ioannis Alafouzos,
Chairman & Director
Ioannis Alafouzos serves as Chairman of Okeanis Eco Tankers. Mr. Alafouzos
began his career in shipping in 1981 and has over 40 years of experience
in all facets of the industry. Mr. Alafouzos founded Kyklades Maritime
Corporation’s tanker arm and has been the key strategist for the company’s
cyclical asset plays. Mr. Alafouzos holds an MA from Oxford University in
History of Economics. He was a member of the ABS Technical Committee
from 2005-2009, a board member of Ionian and Popular Bank in the
1990’s, and a board member of the Hellenic Chamber of Shipping in the
1980’s.
Robert Knapp,
Independent Director
Robert Knapp is the CIO of Ironsides Partners, an investment manager
based in Boston, which he founded in 2007. Ironsides is an asset value
investor with an emphasis on market dislocations or disruptions. Mr. Knapp
serves as a director for several investment companies including Barings
BDC listed on the NYSE and was a director of MPC Container Ships AS
when it was founded. He is a graduate of Princeton University in the US
and Oxford University in the UK.
Daniel Gold,
Independent Director
Daniel Gold is the CEO of QVT Financial LP, an asset management
company with offices in New York and New Delhi. QVT Financial, through
its managed funds, is an experienced global investor in the shipping and
offshore industries. Mr. Gold holds an AB in Physics from Harvard College.
Joshua Nemser,
Independent Director
Joshua Nemser is a New York-based senior portfolio manager at VR Capital
Group. He oversees the portfolio and members of the firm’s NA+ team, which
pursues performing and distressed credit and other special situations in
North America and other developed markets as well as transportation and
other hard asset sectors. Prior to joining VR, Mr. Nemser was an investment
banking associate at Moelis & Company, where he advised on a range of
mergers, acquisitions, recapitalizations, and restructurings. Prior to Moelis,
he was an attorney in the Business Finance & Restructuring department of
Weil, Gotshal & Manges. Prior to Weil, he was vice president and chief pilot
of a federally certificated air carrier. Mr. Nemser holds a J.D. from the New
York University School of Law, where he graduated magna cum laude, and
a B.S. in business administration from the University of Southern California.
He is a licensed airline transport pilot with over 2,000 flight hours.
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT PRESENTATION OF THE BOARD OF DIRECTORS
Charlotte Stratos,
Independent Director
Charlotte Stratos has served as a Senior Advisor to Morgan Stanley’s
Investment Banking Division-Global Transportation team from 2008 to
2022. From 1987 to 2007 Ms. Stratos was Managing Director and Head
of Global Greek Shipping for Calyon Corporate and Investment Bank of
the Credit Agricole Group. Ms. Stratos served in various roles with Bankers
Trust Company as Vice President of Greek shipping finance from 1976 to
1987. She currently serves as an independent director of Costamare Inc.
a containership company listed on the NY Stock Exchange. Previously
she held the position of independent director for Hellenic Carriers Ltd. a
shipping company listed on London’s AIM from 2007 until 2016 and as a
board member of Emporiki Bank from 2006-2008.
John Kittmer,
Independent Director
John Kittmer has held senior positions across the UK public sector. Between
2013-2016, he was British Ambassador to Greece and responsible among
other things for British commercial relations in Greece. He has served other
senior roles in the UK Foreign and Commonwealth Office, the Department
for Environment, Food and Rural Affairs, and the Cabinet Office. He holds a
BA from the University of Cambridge, an MA from the University of London
and a PhD from King’s College London. He is Chairman of The Anglo-
Hellenic League and the Gilbert Murray Trust, UK-registered charities
working on educational and cultural issues.
Petros Siakotos,
Independent Director
Petros Siakotos has spent most of his career in international banking,
successively with Salomon Brothers, HSBC, Credit Suisse and as Managing
Director at UBS Russia. He has advised the Greek and Russian governments
in key privatisations and has helped corporate clients with numerous
equity and debt raising and strategic transactions. He then served as Senior
Advisor to EBRD for the Greek market until 2018. He is currently a director
at NUR MINOS, a company developing renewable energy generation
projects and is involved in several energy efficiency initiatives. Mr. Siakotos
has a BA from Yale University and an MBA from the Anderson School of
Management at UCLA.
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT BOARD OF DIRECTORS’ REPORT
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
BOARD
OF DIRECTORS’
REPORT
13
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Business Overview and Corporate Development
Okeanis Eco Tankers Corp. (the “Company”) was incorporated on April 30, 2018 under the laws
of the Republic of the Marshall Islands. On June 28, 2018, all of the shares in fifteen single-
purpose companies (the “SPVs”) and OET Chartering Inc., were transferred to the Company
from Okeanis Marine Holdings (“OMH”), a holding company controlled by the Alafouzos family.
Control was established from the time the Company had the power to govern the financial
and operating policies of the contributed SPVs, to accrue benefits from their activities. The eco
fleet of OMH was contributed to the Company as a payment in-kind transaction where OMH
received shares in the Company in return. The Alafouzos family fully owned OMH and, as of the
date of this Annual Report, holds a stake of 56.88% in the Company.
The Company was admitted to trading on Euronext Growth (ex-Merkur Market) on July 3, 2018
and from January 2021, the Company’s shares have been trading on Oslo Børs.
The Company is an international tanker company in the oil shipping industry. Its main activities
are the ownership, chartering and operation of oil tanker vessels. The Company owns, through
its vessel-owning subsidiaries, the SPVs, a fleet of fourteen tanker vessels comprising six modern
Suezmax tankers and eight modern VLCC tankers.
Among the factors that are believed to differentiate the Company from its competitors are:
a) its focus on “future proof” vessels built to eco standards that consume less bunker fuel than
conventional tanker vessels; b) being equipped with exhaust gas cleaning systems (“scrubbers”)
and; c) being built to comply with regulations for ballast water treatment. Furthermore,
the Board is committed to crystallizing value for the Company’s shareholders via a clear
monetization strategy: selling vessels at an opportune time in the cycle and implementing a
full capital payout policy.
The following significant events occurred in 2022:
• In January 2022, the Company purchased 122,573 of its own shares at an average price of
NOK 71.0 per share.
• In March 2022, the Company took delivery of the VLCC vessel Nissos Kea.
• On April 18 2022, the Company signed a loan agreement with Okeanis Marine Holdings S.A.
(a company controlled by Mr. Ioannis Alafouzos – or the “Sponsor”) regarding the acquisition
of VLCC vessels Nissos Kea and Nissos Nikouria. Under the agreement, the loaned amount
of $17.6 million for each vessel, bears a fixed interest cost of 3.5% p.a. and is payable at OET’s
sole discretion, up to any date within two years from the vessels’ delivery.
• In May 2022, the Company signed its first senior secured, sustainability-linked loan (the
“SLL”) with National Bank of Greece with an aggregate amount of $125.7 million to refinance
its existing indebtedness of the VLCC vessels Nissos Kythnos and Nissos Donoussa and for
general corporate purposes. The new loan bears a fixed interest of 2.5% p.a. plus LIBOR,
amortizes over a 21-year profile and matures in 7 years.
• In May 2022, the Company terminated three of its interest rate swap agreements. The net
cash received from the transaction amounted to $4.1 million.
• In June 2022, the Company took delivery of the VLCC vessel Nissos Nikouria.
• On June 30 2022, the Company terminated its remaining five interest rate swap agreements.
The net cash received from the said transactions amounted to $8.2 million.
• In September 2022, the Company paid an amount of approximately $9.8 million or $0.30
per share as return of paid in capital.
BOARD OF DIRECTORS’ REPORT
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
• In December 2022, the Company paid an amount of approximately $9.8 million or $0.30
per share as return of paid in capital.
As of December 31, 2022, the Company’s share capital is $32,890 divided into 32,890,000 shares,
each with a nominal value of $0.001 per share. The following significant events occurred after
the Statement of Financial Position date:
• The Board of Directors declared a return of capital of $1.25 per share to shareholders. The
cash payment was recorded as a return of paid-in-capital and was paid on Friday March
17, 2023 to shareholders of record as of March 13, 2023. The shares were traded ex-capital
distribution as from and including March 10, 2023.
Environmental Footprint
The maritime industry faces the challenge of adopting new technologies and operational
practices to comply with stricter international and local regulations in order to reduce climate
intensity by 40% by 2040 and greenhouse gas emissions by 50% by 2050. In light of these
challenges, the Company believes that this will be a strong distinguishing factor between
tanker owner/operators going forward.
Adhering to ABS Monitoring Reporting and Verification Regulation and its strategy to reduce
carbon emissions, the Company has one of the youngest fleets in operation, pursuing a strategy
of investing only in Eco-design vessels, with the goal of reducing its environmental footprint,
exceeding industry emission benchmarks and generating value for its shareholders.
The table below presents the Company’s emissions data:
Reporting period is January 1, 2022 through December 31, 2022.
REPORTING MEASURE CALCULATION VLCC SUEZMAX
Number of vessels reporting emissions data at end of reporting period 8 6
Fleet average age at end of reporting period 2.67 yrs 4.27 yrs
Percentage of vessels equipped with scrubbers
at end of reporting period 100% 100%
CO
2
emissions generated from vessels (metric tons)
Laden Condition 161,700 107,800
All Conditions 276,500 144,900
Fleet Annual Efficiency Ratio (AER)
1
CO
2
emissions - all conditions (from above) A 276,500 144,900
Design deadweight tonnage (DWT) B 319,000 158,400
Total distance travelled (nautical miles) C 532,800 385,100
Fleet AER for the period A
x
10
6
/(B
x
C) 1.6g/ton-mile 2.4g/ton-mile
Fleet Energy Efficiency Operational Indicator (EEOI)
2
CO
2
emissions - all conditions (from above) A 276,500 144,900
Weighted avg. cargo transported for the period (metric tons) D 109,400 81,200
Total distance travelled (nautical miles) E 532,800 385,100
Fleet EEOI for the period A
x
10
6
/(D
x
E) 4.7g/ton-mile 4.6g/ton-mile
BOARD OF DIRECTORS’ REPORT
NOTES 1) Annual Efficiency Ratio is a measure of carbon efficiency using the parameters of fuel consumption, distance travelled, and design deadweight tonnage.
2) Energy Efficiency Operational Indicator is a tool for measuring the CO
2
gas emissions in a given time period per unit transport work performed. This calculation is
performed as per IMO MEPC.1/Circ684. Reporting period is January 1, 2022 through December 31, 2022.
15
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Our 2022 EEOI figures are well within the indicative EEOI Sea Cargo Charter guidance for 2022
of 5.1g/ton-mile and 8.4 g/ton-mile for VLCCs and Suezmaxes respectively.
Climate Change
The energy transition to address climate change may lead to softer demand for oil and higher
operating costs that could have a negative impact on the Company’s profitability. Climate
change has prompted the enactment of new regulations forcing the shipping industry to
adapt to this new business environment through the application of environmentally friendly
policies and operations.
Since inception, the Company has controlled one of the most fuel-efficient and youngest fleets
in the tanker industry with vessels that burn less fuel and emit industry low greenhouse gas
emissions per nautical mile travelled, while it has taken significant steps required to monitor,
report and minimize its environmental footprint ever since.
The Company’s strategy is to comply with the current and future regulatory framework, and
maintain and improve its sustainable investment practices through the ownership and
operation of young vessels built to meet the strictest environmental standards.
Climate related risks
Within the scope of the Group’s Risk Assessment process, management has identified and
assessed the following climate related risks:
• Energy transition having a negative impact on oil demand
• Escalated operating costs associated with vessels’ maintenance and employability
• Enactment of new regulations
• Introduction of new technologies
Management estimates that oil dependency will decrease in the coming decades, as the
share of fossil fuels in the global energy mix drops and renewable energies substitute oil as the
primary energy source. However, management has reached the conclusion that the Company
will continue to be a key market player in the years to come and that its asset base is less likely
to realize meaningful value impairments for the following reasons: a) the Company operates
one of the youngest fleets in the industry, b) the current global crude tanker orderbook stands
at historically low levels, c) shipyard capacity is very tight and new vessel orders could not
deliver earlier than the second half of 2026, d) the average age of the global crude tanker fleet
has grown by more than 2 years over the last decade.
Furthermore, the Company’s Eco-designed vessels are fully equipped with exhaust gas cleaning
(“scrubbers”) and Ballast Water Treatment Systems (“BWTS”). These technologies are relatively
young and the Company has already benefited from their application, both financially and
environmentally. It is the Company’s policy to be at the forefront of technological progress,
adopting new technologies and undertaking all vessel improvements deemed necessary to
sustain the Eco-friendly character of its ships and their competitiveness.
As a result of the above, the Company will incur increased operating and maintenance costs to
preserve the operational performance and competitive advantage of its vessels relative to the
BOARD OF DIRECTORS’ REPORT
16
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
market. In particular, such incremental costs are taken into consideration when an indication
of impairment arises, and are included in the Company’s discounted cash flows calculations.
Management adjusts its cash flows, accordingly with the following:
• an increase in its operating costs both for inflation, as well as, extra operating costs associated
with the vessels operating effectiveness
• an increase associated with the vessels special surveys and future Dry-dock costs
• adjusted its weighted average cost of capital calculation
Management has concluded that its vessels’ carrying values, as well as, their useful lives have
not been impaired.
Management, also monitors closely all applicable environmental laws and regulations, as
well as, those coming into effect, taking precautionary measures to assure compliance.
Adhering to the EU, IMO and ABS Monitoring Reporting as well as the Verification Regulation,
the Company has implemented a strategy to reduce climate intensity by 40% by 2040
and greenhouse gas emissions by 50% by 2050. For more information, please consult the
Company’s Annual ESG report, available on the Company’s site.
Finally, the Company’s strategy in investing only in young, Eco vessels, mitigates its exposure
towards climate risk by reducing its overall environmental footprint, while it offers the Company
variety and flexibility in sourcing its capital through “green”, sustainable borrowing from global
banks and investors.
Consolidated Financial Statements
Income Statement
For the year ended December 31, 2022, the Company generated revenues of $271.0 million,
up from $169.0 million in 2021 mainly due to a 73% increase in the daily fleet-wide time
charter equivalent (TCE) earnings (TCE earnings are published on a quarterly basis. For further
information visit the Company’s site www.okeanisecotankers.com).
Operating expenses inclusive of technical management fees amounted to $40.1 million, down
from $46.1 million in 2021 mainly due to the US Dollar appreciation against the Euro, as well as,
from reduced Covid-19 related expenses to off-shore personnel incurred in 2021.
Commissions and voyage expenses came in at $77.5 million, up from $47.2 million in 2021
mainly due to a 17% decrease in time charter coverage (from 48% in 2021 to 40% in 2022),
counterbalanced by increased bunker fuel prices in the current year.
General and administrative expenses amounted to $5.3 million, up from $5.1 million in 2021.
Depreciation and amortization expense totaled $38.0 million, down from $38.7 million in 2021.
Interest and other finance costs for the year ended December 31, 2022 amounted to $38.1
million, up from $36.5 million in 2021 due to a 28% increase in gross indebtedness and the steep
increase in LIBOR rates, from 21 basis points in 2021 to 477 basis points in 2022, counterbalanced
by one-off finance costs of $6.9 million incurred in 2021 connected to the vessels’ disposal and
the respective termination of the Company’s sale and lease-back agreements.
BOARD OF DIRECTORS’ REPORT
17
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Furthermore, the Company recorded an additional realized gain of $11.5 million in 2022,
compared to an unrealized gain of $3.6 million, resulting mainly from the termination of its
derivative instruments.
The Company reported a profit for the year of $84.6 million or basic and diluted earnings of
$2.63 per share, compared to a loss of $0.9 million or basic and diluted loss of $0.03 per share
in 2021.
Statement of Financial Position
Total assets as at December 31, 2022 were $1,183.4 million, up from $954.6 million in 2021 resulting
mainly from the delivery of two VLCC vessels, Nissos Kea and Nissos Nikouria. Total liabilities
amounted to $761.1 million, up from $596.3 million in 2021, attributed to additional long-term
debt raised, associated with the abovementioned vessel acquisitions, while total equity was
$422.2 million, up from $358.3 million in 2021 being the result of profitable operations for the
year of $84.6 million, the cumulative capital distributions of $19.6 million and repurchase of
own shares of $1.0 million, corresponding to an equity ratio of 36%. The Company’s cash and
cash equivalents (including restricted cash) as at December 31, 2022 was $88.3 million, up from
$45.5 million in 2021, as a result of the cash flow movements described below.
Cash Flow
For the year ended December 31, 2022 net cash provided by operating activities was $82.5
million (2021: $28.6 million) that was the result of profitable operations. Net cash used in
investing activities was $178.7 million (2021: provided by $285.7 million), mainly reflecting
vessels’ acquisition during the year of $178.6 million and scheduled five-year special surveys of
$1.5 million. Net cash provided by financing activities was $139.0 million (2021: used in $299.4
million), primarily reflecting proceeds from long-term borrowings of $306.3, repayments of
long-term borrowings of $144.3 million, capital distribution of $19.6 million, acquisition of
treasury stock of $1.0 million and payment for loan financing fees of $1.7 million.
Going Concern
The consolidated financial statements of the Company have been prepared on a going concern
basis and in accordance with the IFRS. Based on the Company’s financial condition, together
with the expected future cash flows from operations and the fact that there are no unfunded
capital commitments, the Board of Directors confirms the going concern assumption.
Principal Risks
Interest Rate Risk
The Company’s vessels are financed by long-term financing facilities at a margin over LIBOR.
Any increase or decrease in LIBOR will correspond to a change in the interest expense. From
time to time, the Company enters into interest rate swaps agreements and books significant
cash balances to short-term deposits, in order to hedge the risk arising from changes in LIBOR
rates. The principal objective of these contracts is to mitigate the risks and minimize the costs
associated with its floating-rate debt.
BOARD OF DIRECTORS’ REPORT
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Currency Risk
USD is the functional currency of the Company. Some expenses largely relating to crewing
are incurred in other currencies, mainly EUR. The Company is exposed to currency exchange
rate fluctuations, which affect its costs in other currencies. Any adverse movements of the
USD compared to other currencies negatively affect the financial condition of the Company.
The Company has no hedging mechanisms in place as of December 31, 2022, however, when
opportunity arise, it converts significant cash balances from USD to EUR to hedge against
adverse fluctuations.
Market Risk
The tanker shipping industry is cyclical with high volatility in charter rates and profitability.
The Company charters its vessels principally in the spot market, being exposed to various
unpredictable factors such as: supply and demand of energy resources, global economic
and political conditions, natural or other disasters, disruptions in international trade, COVID-19
outbreak, environmental and other legal regulatory developments and so on. During 2022, the
Company has entered into Forward Freight Agreements (“FFAs”) in order partially to mitigate
its exposure to spot charter rate fluctuations and mitigate any adverse effect this may have in
our operating cash flows and dividend policy.
Credit Risk
The Company only charters its vessels to international energy companies, national oil companies
and top-tier trading houses with a proven track record of creditworthiness in the charter
market. Any charterer that expresses a desire to trade on credit terms is subject to the Group’s
policy of stringent credit verification procedures, including an extensive KYC process and proof
of funds. Payments related to shipbuilding contracts are secured with refund guarantees from
top-tier financial institutions.
Liquidity Risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An
unmatched position potentially enhances profitability, but can also increase the risk of losses.
The Company manages liquidity risk by maintaining sufficient cash and cash equivalents.
Macroeconomic Conditions Risk
Any changes in macroeconomic factors will affect the demand for tanker vessels. Such factors
include international economic conditions, geopolitical changes and inflation levels on the
demand side, as well as, OPEC decisions on the supply side. Any adverse change on either the
demand for or supply of crude oil will affect seaborne oil demand, thus affecting oil tanker
earnings.
The Company has also purchased and maintains a Directors and Officers Liability Insurance
issued by a reputable, specialized insurer with appropriate rating.
Organisation and Personnel
The Company’s registered office is in the Republic of the Marshall Islands, and its corporate
and commercial management is performed by its wholly owned subsidiary, OET Chartering
Inc. that is based in Athens, Greece. Technical management of the fleet is outsourced to
BOARD OF DIRECTORS’ REPORT
19
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
the affiliated company Kyklades Maritime Corporation (“Kyklades” or “KMC” or “Management
Company), which is wholly owned by the Alafouzos family.
Working Environment
The Company is an equal opportunity employer and is committed to creating and fostering
a diverse working environment by providing equal employment opportunities for all persons.
The Company as at December 31, 2022 employed twelve persons, of whom five are women
and seven are men. The Company’s Board of Directors comprises one woman and six men.
The Company makes employment decisions on the basis of merit alone, and is committed to
recruiting, training and promoting a diverse group of persons across all job ranks. Furthermore,
all other personnel actions are enacted without regard to race, color, religion, creed, sexual
orientation, ethnic origin, citizenship, gender, gender identity, age, disability, genetic
information, parental status, marital status, or any other status.
As clearly stated in the Company’s Corporate Governance policy:
The Company forbids discrimination against any employee or any other individual in terms
of, but not limited to, sex, color, race, religion, age, disability, pregnancy or maternity, sexual
preference, nationality, political view and ancestry.
The Company forbids harassment and bullying, and all employees are expected to treat
every individual with respect and without discrimination and provide everyone with equal
employment opportunities, training or promotion.
In case an employee observes such harassment or suspects as much, they should report it
immediately to their immediate supervisor or to the Board of Directors. The incident shall then
be investigated immediately, meticulously and with confidentiality.
The Company had no fatal or other accidents during the year and provided sickness absence
to its employees when necessary.
Human Rights
The Company has also taken specific measures to combat human rights inequalities and has
established its Slavery and Human Rights policy by which:
The Company is committed to establishing a corporate culture within which business is
conducted in an ethical, fair, honest and transparent manner. The Company emphasizes the
importance of preventing any kind of slavery violations and that no violation took place in any
of the supply chains that the Company is involved in.
The Company is compliant with the Maritime Labour Convention 2006, ensuring decent
working conditions for its seafarers covering almost every aspect of their work life on board
vessels, such as:
• A safe and secure workplace that complies with safety standards;
• Fair terms of employment;
• Decent working and living conditions on board vessels; and
• Health protection, medical care, welfare measures and other forms of social protection.
BOARD OF DIRECTORS’ REPORT
20
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Outlook
Following the most challenging year ever recorded for the crude tanker markets in 2021,
2022 started similarly, signaling further delay in the long-anticipated, fundamentally driven,
market recovery. The Russian invasion of Ukraine resulted in imposition of crude oil sanctions
by the EU, UK and the US, which caused trade complexity and rerouting of crude oil voyages.
Following the initial shock, new trade lanes emerged and absorbed tonnage, with longer
average distances per crude voyage. The constructive mix of demand and supply metrics for
our markets was further impacted by firmer oil demand and elevated global oil supply, which
resulted in strong crude tanker tonne-mile demand growth of 5.7% year on year in 2022.
The crude tanker fleet registered a 5.2% growth compared to 2021, primarily driven by vessel
deliveries from vintage orders since 2020 and limited scrapping. The tight market balance led
to improved utilization for our markets and strong charter rates, particularly since the second
half of 2022.
Inheriting firm market conditions from the fourth quarter of 2022, we enter 2023 with
positive sentiment across the board and expect such conditions to remain throughout the
year, though we are vigilant about global economic slowdown, other macro and geopolitical
risks. The very encouraging market outlook is attributable to a) clear demand side support
notably from Russia-related shifts in trading patterns, that amplify tonne-mile demand, and
rebounding Chinese oil demand on the back of lifted mobility restrictions relating to the
Covid-19 pandemic, and b) potentially negative fleet growth in coming years.
Oil demand is now projected to surpass the 100 mbd mark and grow by 2.0 mbd in 2023
despite the soft macroeconomic outlook, according to the International Energy Agency (“IEA”).
Oil demand growth is supported by the reopening in China that bolsters mobility and oil
demand in China and elsewhere in Asia on the back of increased travel and trade activity with
China. Non-OECD demand growth accounts for more than 70% of total, underpinning strong
pent-up oil demand outside China relating to positive implications for travel and trade activity.
For China, which has recently moved from a strict zero-Covid policy to practically none, pent-
up oil demand is expected at approximately 1.0 mbd accounting for c. 50% of the total. The
Chinese reopening and a flattening oil price forward curve which reinstates arbitrage, are the
predominant factors behind the current strong market on VLCCs and the optimistic outlook
for the asset class.
Source: Energy Aspects.
Million barrels per day 18
16
14
12
10
8
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Chinese oil demand
2016-2019 avg.
2022
2023
2023E
BOARD OF DIRECTORS’ REPORT
21
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT BOARD OF DIRECTORS’ REPORT
The oil market balance switched to oversupply during the second half of 2022 despite OPEC+
c. 1 mbd effective production cut driven by strong US exports and leading to oil price weakness
over the same period. We believe that mild stocks built during the first months of the year will
prove transitory and relate mainly to heavy maintenance in the US, winter storm Elliot, and
softening arbitrage. The oil market balance is projected to shift to undersupply by the second
half of 2023, on account of solid demand mainly from Asia, and recent voluntary cuts by OPEC+,
returning inventories to 1H22 historical lows, supporting oil prices, and incentivizing crude oil
flows and production. The voluntary cut of 1.1 mbd (excl. already announced Russian crude
supply cuts of 0.5 mbd) until the end of the year by OPEC+, is considered a precautionary move
to mitigate any potential demand weakness attributed to exogenous, macro-driven factors
relating to contagion fears since the collapse of Silicon Valley Bank, which led to tremendous
bond volatility and weak market liquidity, spiraling losses to the oil markets.
Source: Energy Aspects.
Million barrels per day 1
0
(1)
(2)
2022 2023
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Crude and liquids stock changes
Crude
Liquids
The crude tanker market benefits from a supportive supply side following very limited ordering
in recent years. The current orderbook to fleet ratio stands at levels never seen before, notably
at 1.9% for the VLCC and 3.0% for the Suezmax fleet. Underlying crude tanker fleet growth is
projected lower than 2.0% in 2023, with the potential to contract in 2024/2025. New orders
may now only hit the water in mid-2026 as yards are occupied with other segments, mainly
containerships and LNG carriers that also offer higher profitability margins, and it will take
even longer to see a material shift given capacity limitations at the yards. Consequently, the
average age of the fleet is growing quickly at a time when the industry enters into an enhanced
environmental regulations framework. In particular, the adoption and testing of EEXI and CII,
starting from 2023, is expected to result in meaningful speed reductions for older tonnage
benefitting even further the supply side of the crude tanker market. We would also expect
such speed reduction to limit chartering liquidity for that part of the fleet and negatively
impact asset values.
22
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT BOARD OF DIRECTORS’ REPORT
Sources: Clarksons Research, OET.
No. of vessels 150
100
50
0
-50
-100
4%
-1%
-6%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023Ε 2024Ε
VLCC & Suezmax fleet profile
Scrapping
Deliveries
Fleet growth
In summary, crude tanker demand growth is expected to outpace supply growth in coming
years, suggesting a very constructive market environment on absolute and relative terms.
We believe we are beginning a crude tanker bull cycle with a data-driven conviction for a
meaningful duration this time, albeit for owners with young Eco vessels.
23
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT RESPONSIBILITY STATEMENT
RESPONSIBILITY
STATEMENT
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
24
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT RESPONSIBILITY STATEMENT
We confirm that, to the best of our knowledge, the consolidated financial statements as of and
for the year ended December 31, 2022, have been prepared in accordance with the International
Financial Reporting Standards published by the International Accounting Standards Board and
give a true and fair view of the assets, liabilities, financial position and profit or loss of Okeanis Eco
Tankers Corp. and its subsidiaries as a whole.
We also confirm that, to the best of our knowledge, the Board of Directors’ Report includes a
true and fair review of the development and performance of the business and the position of the
Company taken as a whole, together with a description of the principal risks and uncertainties
the Company faces.
Ioannis Alafouzos
Chairman & Director
Robert Knapp
Independent Director
Daniel Gold
Independent Director
Joshua Nemser
Independent Director
Charlotte Stratos
Independent Director
John Kittmer
Independent Director
Petros Siakotos
Independent Director
25
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
CORPORATE
GOVERNANCE
STATEMENT
26
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Introduction
In order to be a trustworthy business partner and service provider, Okeanis Eco Tankers Corp.
has made a commitment to ensure trust in the Company and to enhance shareholder value
through efficient decision-making and smooth communication between management, the
board of directors (the “Board”) and shareholders. The Company’s corporate governance policy
is intended to decrease business risk, facilitate transparency, maximize value, and utilize the
Company’s resources in an efficient, sustainable manner, to the benefit of relevant stakeholders.
The Company complies with the Norwegian Code of Practice for Corporate Governance
(the “Corporate Governance Code”), last revised on October 14, 2021 (www.nues.no), with any
deviations explained. The principal purpose of the Corporate Governance Code is to ensure
(i) that listed companies implement corporate governance that clarifies the respective roles
of shareholders, the Board and executive management more comprehensively than what is
required by legislation, and (ii) effective management and control over activities with the aim
of securing the greatest possible value creation over time in the best interest of companies,
shareholders, employees and other parties concerned. Deviations from the Corporate
Governance Code are discussed under the relevant item in question.
The Company’s corporate governance policy was first adopted by the Board on February 26,
2019 and was last updated on April 29, 2021. The Company constantly monitors the Norwegian
Code of Practice for Corporate Governance for any updates and amends its Corporate
Governance Policy accordingly. Since April 29, 2021 there were no updates in the Norwegian
Code of Practice for Corporate Governance that the Company should take into consideration.
The Company voluntarily reports on Environmental and Social issues in a separate ESG report,
as set out in the Euronext guidance on such reporting as of January 2020.
All relevant documents are uploaded to the Company’s website (www.okeanisecotankers.
com) and are being reviewed and updated on a regular basis.
Implementation and Reporting on Corporate Governance
The Company is primarily governed by the Marshall Islands Business Corporations Act (BCA), its
articles of incorporation (the “Articles of Incorporation”) and its bylaws (the “Bylaws”). In addition,
the Company is required to comply with certain aspects of the Norwegian Securities Trading
Act, the Norwegian Accounting Act, the Market Abuse Regulation (MAR) and The Issuer Rules
for Oslo Børs (Rule Book I: Harmonized Rules and Oslo Rule Book II-Issuer Rules).
The Company’s corporate governance principles are determined by the Board and are set
forth in the Company’s management documents. The purpose of the Company’s corporate
governance policy is to ensure an appropriate separation of roles and responsibilities among
the Company’s Board and its management and to make certain that the Company’s business
activities are subject to satisfactory control.
The Company’s key values are: integrity, accountability, innovation, reliability, quality
consciousness and dedication. These values characterize the behavior of the Company and
the Company’s employees, and form the basis for the Company’s ethical guidelines.
27
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Business
The Company is an international crude tanker business within the shipping industry, with the
ambition of owning, chartering out and operating modern shipping assets aiming to create
value for its shareholders in a sustainable manner.
The Company’s objectives and principal strategies are further described on the Company’s
website: www.okeanisecotankers.com. The Company has offices in Athens, Greece, through its
wholly owned subsidiary OET Chartering Inc .
Deviation: Marshall Islands law does not require the business activities of the Company to
be narrowly defined in the Company’s Bylaws and the Company’s Articles of Incorporation.
The Company may be organized for any lawful purpose. It is customary for Marshall Island
companies to have general and expansive descriptions of permitted activities, but – as reflected
in other documents issued by the Company – the Company has clear objectives and strategy
for its business and seeks to create value for its shareholders in a sustainable manner.
Equity and Dividends
Equity
As of December 31, 2022, the Company’s consolidated equity was approximately $422.2 million,
equivalent to approximately 36% of total assets. The Company’s equity level and financial
strength is considered in light of its objectives, charter coverage and strategy.
Dividend Policy - value creation for shareholders
During the year ended December 31, 2022 the Company distributed an amount of $19.6
million through capital distributions. It is the intention of the Company that its shares shall
offer a competitive yield and be reflective of the cash flows generated by the Company. The
Company has selected to distribute/return dividends/paid-in capital close to its free cash flow
adjusted for non-recurring items, working capital needs or other discretionary items as from
time to time will be decided by the Board. The dividend payment or capital return frequency
will be considered over time. The timing and amount of dividends is at the discretion of the
Board, who will also take into account any applicable contractual and/or legal restrictions on
such payments.
The Company will be aligned with and committed to creating value for its shareholders. As
part hereof,
• the Board has adopted a policy effective as from January 2021 to calculate the Company’s
Net Asset Value (“NAV”) per share and consider asset sales and capital reductions if there is
a large discrepancy to its equity market capitalization (the “Discount Control Mechanism”),
• a special sub-committee will handle inbound M&A interest and consider issuance of new
shares and/or new vessel acquisitions, and
• the Company will capitalize on an expected strengthening tanker market and pursue an
opportunistic asset divestment policy.
28
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Major Shareholders as at December 31, 2022
NAME HOLDING OF SHARES % STAKE
ALAFOUZOS FAMILY 18,686,586 56.82%
BNP PARIBAS 2,101,386 6.39%
THE BANK OF NEW YORK MELLON 1,195,453 3.63%
AVANZA BANK AB 1,058,835 3.22%
INTERACTIVE BROKERS LLC 770,617 2.34%
CLEARSTREAM BANKING S.A. 619,310 1.88%
BROWN BROTHERS HARRIMAN (LUX.) SCA 490,052 1.49%
CACEIS BANK SPAIN SA 402,821 1.22%
NORDNET BANK AB 359,434 1.09%
VERDIPAPIRFONDET KLP AKSJENORGE 328,244 1.00%
THE BANK OF NEW YORK MELLON 302,600 0.92%
AS CLIPPER 299,500 0.91%
NORDNET LIVSFORSIKRING AS 240,901 0.73%
MERRILL LYNCH, PIERCE, FENNER & SM 235,986 0.72%
MORGAN STANLEY & CO. INTERNATIONAL 218,542 0.66%
SKANDINAVISKA ENSKILDA BANKEN AB 203,027 0.62%
THE BANK OF NEW YORK MELLON SA/NV 180,000 0.55%
STAVANGER FORVALTNING AS 175,000 0.53%
SPESIALFONDET KLP ALFA GLOBAL ENER 153,256 0.47%
OTHER SHAREHOLDERS 4,172,558 12.69%
Top 20 Shareholders 32,194,108 97.88%
OKEANIS ECO TANKERS CORP. 695,892 2.12%
Total 32,890,000 100.00%
Share capital increases and issuance of shares
The Company may issue in the aggregate, over the course of its lifetime, without the consent
of any shareholders, up to the 100,000,000 authorized shares as set forth in the Articles of
Incorporation. To the extent the Company wishes to issue any number of shares that are in
excess of such number of authorized shares (taking into account the number of shares that are
issued and outstanding), the Articles of Incorporation must be amended by shareholder vote.
Purchase of own shares
The Company may purchase its own shares out of surplus except if the Company is insolvent
or would thereby be made insolvent. Accordingly and further, the Company may purchase its
own shares out of stated capital, if the purchase is made for the purpose of: (a) eliminating
fractions of shares; (b) collecting or compromising indebtedness to the corporation; or (c)
paying dissenting shareholders entitled to receive payment for their shares. Shares that have
been issued and have been purchased or otherwise redeemed by the Company shall be
cancelled if they are redeemed out of stated capital, or if the Articles of Incorporation require
that such shares be cancelled upon redemption. Any shares reacquired by the corporation
and not required to be cancelled may be either retained as treasury shares or cancelled by the
Board at the time of redemption or at any time thereafter. Shares cancelled after repurchase
shall be restored to the status of authorized but unissued shares, except that if the Articles of
Incorporation prohibit the reissue of any shares required or permitted to be cancelled.
29
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Deviation: According to Marshall Islands law, the Board is authorized to issue additional shares
at any time, up to the limits set by the Company’s authorized share capital. This authorization
is not limited to specific purposes or limited in time and can be increased only upon the
authorization of the shareholders.
Equal Treatment of Shareholders and Transactions with Related Parties
Neither the general meeting, nor the Board of Directors nor the chief executive may make any
decision that is intended to give an unreasonable advantage to certain shareholders or other
parties at the expense of other shareholders of the Company unless there is a factual basis for
such discrimination.
Class of shares
The Company has one class of shares. All shares are vested with equal rights in the Company,
and neither the Articles of Incorporation nor the Bylaws contain any provisions restricting the
exercise of voting rights.
Trading in own shares
In the event of a future share buy-back program, the Board will aim to ensure that all transactions
pursuant to such program will be carried out through the trading system at Oslo Børs.
Transactions with close associates
No contract or transaction between the Company and one or more of the Company’s
directors or officers will be void or voidable solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof which authorizes the contract
or transaction, or solely because his or her or their votes are counted for such purpose, if (1) the
material facts as to such director’s interest in such contract or transaction and as to any such
common directorship, officership or financial interest are disclosed in good faith or known to
the Board or committee, and the Board or committee approves such contract or transaction
by a vote sufficient for such purpose without counting the vote of such interested director,
or, if the votes of the disinterested directors are insufficient to constitute an act of the Board,
by unanimous vote of the disinterested directors; or (2) the material facts as to such director’s
interest in such contract or transaction and as to any such common directorship, officership
or financial interest are disclosed in good faith or known to the shareholders entitled to vote
thereon, and such contract or transaction is approved by vote of such shareholders.
The Board has adopted rules of procedures for the Board which, inter alia, includes guidelines
for notification by members of the Board and executive management if they have any material
direct or indirect interest in any transaction entered into by the Company. These procedures
further ensure that the Company is made aware of possible conflicts of interests and handles
such agreements in a sufficiently thorough manner, with the aim of preventing value from
being transferred to related parties.
Deviation: According to the Articles of Incorporation, the shareholders do not have any pre-
emptive rights to subscribe for new shares. This is in line with Marshall Islands law and practice.
30
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Guidelines for directors and executive management
Pursuant to Marshall Islands law, the Board is not required to obtain independent third party
evaluations in the event that the Company enters into transactions with close associates. The
Board may engage independent third parties to evaluate future transactions.
Shares and Negotiability
The shares of the Company are fully transferable. There are no restrictions on transferability of
shares pursuant to the Articles of Incorporation or Bylaws. Pursuant to Article VI of the Bylaws,
the Board shall have power and authority to make such rules and regulations as it may deem
appropriate concerning the issuance, registration and transfer of certificates representing
shares of the Company’s stock in uncertified form, and expects to issue all of its stock for the
foreseeable future in uncertified form.
Shareholder Meetings
General
The Board will make its best efforts with respect to the timing and facilitation of annual and
special meetings of the shareholders to ensure that as many shareholders as possible may
exercise their rights by participating in shareholder meetings, thereby making the shareholder
meeting an effective forum for the views of shareholders and the Board.
Special meetings of the shareholders may be called by the Board or by such person or persons
as may be authorized by the Articles of Incorporation or the Bylaws.
Notification
The notice for a general meeting, with reference to or attached support information on
the resolutions to be considered at the general meeting, shall as a principal rule be sent
to shareholders no later than 15 and no more than 60 days prior to the date of the general
meeting. The Board will seek to ensure that the resolutions and supporting information are
sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to
be considered at the meeting. The notice and support information, as well as a proxy voting
form, will normally be made available on the Company’s website, www.okeanisecotankers.
com, no later than 15 and no more than 60 days prior to the date of the general meeting.
Participation and execution
The Board of Directors can choose whether to hold a general meeting as a physical meeting
or as an electronic meeting. Shareholders have the right to attend by electronic means unless
the Board of Directors finds that there is sufficient cause for it to refuse to allow this.
The Board shall, as a general rule, be present at general meetings. The auditor will attend the
annual shareholder meeting and any special shareholder meetings to the extent required by
the agenda items or other relevant circumstances. The chairman of the Board or an individual
appointed by the Chairman of the Board will chair shareholders’ meetings.
31
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
The Company will aim to prepare and facilitate the use of proxy forms which allows separate
voting instructions to be given for each item on the agenda, and nominate a person who will be
available to vote on behalf of shareholders as their proxy. The Board may decide that shareholders
may submit their votes in writing, including by use of electronic communication, in a period prior
to the relevant shareholder meeting. The Board should seek to facilitate such advance voting.
To the extent deemed appropriate or necessary by the Board, the Board will seek to arrange
for the shareholder meeting to vote separately on each candidate nominated for election to
the Company’s corporate offices.
Deviation: The Corporate Governance Code stipulates that at least 21 days’ notice must be
given to call a general meeting. The procedures for notification (as set out above) are in line
with Marshall Islands law and practice and believed to capture the intent thereof, and secure
shareholders’ rights.
The Corporate Governance Code stipulates that the Board shall ensure that the shareholder
meeting is able to elect an independent Chairman. However, having the Chairman of the
Board or a person appointed by him chairing the annual shareholder meeting simplifies the
preparations for the annual shareholder meeting significantly.
Nomination Committee
The Company’s Bylaws allow for the establishment of a nomination committee; however, the
Company has decided not to establish one.
Deviation: The Company’s Bylaws provide that Okeanis Eco Tankers Corp. may appoint
a nomination committee. Shareholders have not expressed any desire yet to create such a
body, which is also not required under Marshall Islands law, being the jurisdiction in which
the Company is incorporated. The Company has based its solid operations, successful strategy
and growth on the leadership and stewardship of its majority shareholder, Mr. Ioannis
Alafouzos, who (together with affiliates) currently owns approximately 57% of the Company.
Mr. Alafouzos acting in accordance with the remaining six independent directors, including
three representing various funds that currently hold in aggregate approximately 8.7% of the
outstanding shares in the Company, act for the best interest of the shareholders. The Board of
Directors will listen to shareholder demands, as and if expressed, with a view to facilitating a
Board going forward which continues to have the support of shareholders, aligning ownership
interest, expertise, integrity and independence in accordance with the principles underlying
the NUES recommendation.
Board of Directors: Composition and Independence
Pursuant to Section H of the Articles of Incorporation, the Company’s Board shall consist of at
least one director, as fixed from time to time by the shareholder or by the Board. Any vacancies
in the Board for any reason, and any created directorships resulting from any increase in the
number of directors, may be filled by the vote of a majority of the members of the Board of
Directors then in office, although less than a quorum, and any directors so chosen shall hold
32
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
office until the next election of directors. Pursuant to the Company’s ByLaws, the directors
of the Company shall be elected by a plurality of the votes cast at the annual meeting of
the shareholders by the holders of the shares entitled to vote in the election. Each Director,
including the Chairman of the Board, shall be elected to serve for a term of maximum of two
years and until his/her successor shall be elected and qualified. Any and all of the directors
may be removed with or without cause by vote of the shareholders and any or all of the
directors may be removed by the Board with cause.
The Board of Directors of the Company currently consists of seven directors, all being elected
by the 2022 Annual General Meeting for a term of one year and until their successors shall be
duly elected. The Chairman of the Company and Director, Mr. Ioannis Alafouzos, is the father
of the Company’s CEO, Mr. Aristidis Alafouzos, and is connected to the Company’s largest
shareholder, the Alafouzos family. Board members Mr. Daniel Gold, Mr. Joshua Nemser and
Mr. Robert Knapp are connected to shareholders of the Company (each and collectively being
less than 10% of our common stock) and are not otherwise connected with the Company, its
management, or main shareholders. Board Members Ms. Charlotte Stratos, Dr John Kittmer and
Mr. Petros Siakotos are not otherwise connected with the Company, its management, or main
shareholders nor do they hold any material ownership in our common stock. Consequently,
the Board of Directors of the Company is in accordance with the recommendation of the
Norwegian Corporate Governance Code (NUES).
All members of the Board are up for re-election in the upcoming 2023 Annual General Meeting.
As a listed company, the composition of the Board should ensure that it can attend to the
common interests of all shareholders and meet the Company’s need for expertise, capacity
and diversity. Attention should be paid to ensuring that the Board can function effectively
as a collaborative body. The composition of the Board should ensure that it can operate
independently of any special interests. At least two of the members of the Board should be
elected by shareholders and should also be independent of the Company’s main shareholder(s).
According to NUES the board of directors should not include executive personnel. If the Board
does include executive personnel, the Company should provide an explanation for this and
implement consequential adjustments to the organization of the work of the Board, including
the use of board committees to help ensure more independent preparation of matters for
discussion by the Board. The Company’s Board does not include executive personnel.
The annual report provides information illustrating the expertise of the members of the Board,
and information on their record of attendance at Board meetings. In addition, the annual
report identifies which members are considered to be independent.
Deviation: The Company’s CEO, Mr. Aristidis Alafouzos is the son of the Chairman of the Board,
Mr. Ioannis Alafouzos. In light of Mr. Ioannis Alafouzos’s unique experience and majority stake
in the Company, it is the view of the Board that he is naturally aligned with shareholders
and that it is advantageous that, he and his son, maintain the role of Chairman and CEO,
respectively. The Company’s current shareholders and financiers share a similar view.
33
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
The Chairman of the Board should be elected at the general meeting
Each Director, including the Chairman of the Board, shall be elected to serve for a term of a
maximum of two years and until his successor shall be elected and qualified. The annual report
provides information illustrating the expertise of the members of the Board, and information
on their record of attendance at Board meetings. In addition, the annual report identifies
which members are considered to be independent.
The Work of the Board of Directors
The rules of procedure for the Board of Directors
The Board is responsible for the overall management of the Company, and shall supervise the
Company’s business and activities, in general.
The Board has adopted rules of procedure, which provide regulation on, inter alia, the duties of
the Board, the annual plan for the Board, notices of Board proceedings, and the shareholders
and matters of confidentiality.
The Board shall produce an annual plan for its work, with particular emphasis on objectives,
strategy and implementation. The CEO shall at least once a month, by attendance or in writing,
inform the Board about the Company’s activities, position and profit trend.
The Board’s consideration of material matters in which the Chairman of the Board is, or has
been, personally involved, shall be chaired by some other member of the Board.
The Board of Directors shall act with sufficient clarity with regards to agreements with close
associates ensuring that the Company is made aware of possible conflicts of interests and shall
handle such agreements in a sufficiently thorough manner, with the aim of preventing value
from being transferred to related parties.
The Board conducts an annual self-evaluation of its own work and competence, with input
from various sources. The Board considers external investors’ perception of the Company’s
operational performance, corporate governance reputation, financial transparency and
effectiveness in communications with external stakeholders. The various Board committees
are also reviewed for their effectiveness in executing their responsibilities. A factor that is
believed to drive alignment between the Board and the Company’s shareholders is the Board’s
significant, cumulative shareholding of approximately 68% in the Company.
34
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
The table below sets forth the number of shares beneficially owned by each of the Group’s
Directors and key management personnel, as at December 31, 2022:
NUMBER OF SHAREHOLDING %
NAME POSITION SHARES HELD (DIRECT AND INDIRECT)
Ioannis Alafouzos Chairman & Director 18,658,786 56.73%
Daniel Gold Independent Director 2,516,386 7.65%
Joshua Nemser Independent Director 1,602,689 4.87%
Robert Knapp Independent Director 225,000 0.07%
John Kittmer Independent Director — 0.00%
Charlotte Stratos Independent Director — 0.00%
Peter Siakotos Independent Director — 0.00%
Aristidis Alafouzos CEO 27,800 0.08%
Iraklis Sbarounis CFO — 0.00%
Konstantinos Oikonomopoulos CDO — 0.00%
In 2022, six regular meetings of the Board of Directors were held. The majority of the Board
actions were carried out either through means of telecommunication or written consents
of the Board of Directors. Besides the formal meetings, the Board of Directors is in contact
regularly via conference calls and email.
The decision-making process and the attendance rate of the members of the Board of
Directors for 2022 was as follows:
UNANIMOUS
NAME TITLE MEETINGS ATTENDED WRITTEN CONSENTS
Ioannis Alafouzos Chairman & Director 6 out of 6 12
Robert Knapp Independent Director 4 out of 6 12
Daniel Gold Independent Director 5 out of 6 12
Joshua Nemser Independent Director 5 out of 6 12
Charlotte Stratos Independent Director 5 out of 6 12
John Kittmer Independent Director 6 out of 6 12
Petros Siakotos Independent Director 6 out of 6 12
Audit Committee
The Company’s audit committee is governed by an instruction adopted by the Board. A
majority of the members shall be independent of the Company’s operations, and at least
one member who is independent of the Company shall have qualifications in accounting or
auditing. Board members who are also members of the executive management cannot be
members of the audit committee. The principal tasks of the audit committee are to:
(a) prepare the Board’s supervision of the Company’s financial reporting process;
(b) monitor the systems for internal control and risk management;
(c) maintain continuous contact with the Company’s auditor regarding the audit of the
annual accounts; and
(d) review and monitor the independence of the Company’s auditor, including in particular
the extent to which the auditing services provided by the auditor or the audit firm
represent a threat to the independence of the auditor.
The Audit Committee consists of Charlotte Stratos and John Kittmer, both being independent
Directors. Ms. Stratos has adequate financial literacy and is thus competent in accounting
related matters.
35
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Remuneration Committee
The members of the remuneration committee shall be independent of the Company’s
executive management. The principal tasks of the remuneration committee are to prepare:
(a) the Board’s declaration on determination of salaries and other remuneration for executive
management;
(b other matters relating to remuneration and other material employment issues in respect
of the executive management;
The Remuneration Committee consists of Charlotte Stratos and John Kittmer, both being
independent Directors.
Risk Management and Internal Control
Risk management and internal controls are given high priority by the Board to ensure
that adequate systems are in place. The control system consists of interdependent areas,
which include risk management, control environment, control activities, information and
communication and monitoring.
The Company’s management is responsible for establishing and maintaining sufficient internal
control over financial reporting. The CEO and CFO supervise and oversee the external reporting
and the internal reporting processes. This includes assessing financial reporting risks and
internal controls over financial reporting within the Group. The consolidated external financial
statements are prepared in accordance with International Financial Reporting Standards
(IFRS) and International Accounting Standards as adopted by the EU.
The Board ensures that the Company has sound internal controls and systems for risk
management. If employees experience situations or matters that may be contrary to rules and
regulations, they are urged to raise their concern with their immediate superior or another
manager in the Company. The Company has established a whistle-blowing function that
enables employees to alert the Company’s governing bodies about possible breaches of rules
and regulations.
The Board conducts an annual organizational risk review in order to identify real and potential
risks, and remedy any incidents that have occurred. This year, the Company concluded an
annual review in the most important areas of risk and implemented a series of internal controls
and procedures. The Company has established an audit committee that regularly evaluates
and discusses the various risk elements of the Company, and potential for improvement. The
audit committee reports to the Board of Directors.
The Board conducts an annual organizational risk review in order to identify real and potential
risks, and remedy any incidents that have occurred. This year, the Company concluded an
annual review in the most important areas of risk and implemented a series of internal controls
and procedures. The Company has established an audit committee that regularly evaluates
and discusses the various risk elements of the Company, and potential for improvement. The
audit committee reports to the Board of Directors.
36
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT
Remuneration of the Board of Directors
Pursuant to the Company’s Bylaws, the remuneration of the Board is decided at the Company’s
general meeting, and reflects the Board’s responsibility, expertise, time commitment and
the complexity of the Company’s activities. The remuneration is not linked to the Company’s
performance.
Share options have not been granted to Board members.
The annual report provides details of all elements of the remuneration and benefits of each
member of the Board, which includes a specification of any remuneration in addition to
normal fees to the members of the Board. If and to the extent members of the Board and/or
companies with which they are associated are requested to take on specific assignments for
the Company in addition to their appointment as a member of the Board, the appointment
is being disclosed to the Board.
The remuneration for such additional duties is approved by the Board.
For additional information around Board of Directors’ remuneration, please refer to note 14 to
the consolidated financial statements.
Remuneration of the Executive Management
The Board prepares separate guidelines for the stipulation of salary and other remuneration
to key management personnel. The guidelines include the main principles applied in
determining the salary and other remuneration of the executive management, and ensure
alignment between executive management and shareholders. According to these, it is being
made clear which aspects of the guidelines are advisory and which, if any, are binding, thereby
enabling the general meeting to vote separately on each of these aspects.
The Board makes sure that performance-related remuneration of the executive management
in the form of annual bonus programs, share options or the like, if used, are linked to value
creation for shareholders or the Company’s earnings performance over time. Performance-
related remuneration is subject to an absolute limit. Furthermore, the Company ensures that
such arrangements are based on quantifiable factors that the employee in question can
influence.
In addition, the Company has appointed a remuneration committee in order to help ensure
thorough and independent preparation of matters relating to compensation paid to the
executive management.
For additional information around executive management’s remuneration, please refer to
note 14 to the consolidated financial statements.
37
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
Information and Communications
The Board will seek to ensure that market participants receive correct, clear, relevant and
up-to-date information in a timely manner, taking into account the requirement for equal
treatment of all participants in the securities market.
The Company each year publishes a financial calendar, providing an overview of the dates for
major events such as its ordinary general meeting and publication of interim reports.
Takeovers
In the event the Company becomes the subject of a takeover bid, the Board shall seek to ensure
that the Company’s shareholders are treated equally and that the Company’s activities are not
unnecessarily interrupted. The Board shall also ensure that the shareholders have sufficient
information and time to assess the offer. With a view to secure a shareholder-friendly policy,
the Board has appointed a special sub-committee, with solid shareholder representation,
which will handle any inbound M&A interest and/or take-over initiatives.
There are no defense mechanisms against takeover bids in the Company’s Articles of
Incorporation or Bylaws, nor have other measures been implemented to specifically hinder
acquisitions of shares in the Company. The Board has not established written guiding principles
for how it will act in the event of a takeover bid, as such situations are normally characterized
by unique, non-recurring events that make a guideline challenging to prepare. In the event
of a proposed takeover, the Board will consider relevant, specific recommendations in the
Corporate Governance Code.
Auditor
The Board requires the Company’s auditor to annually present to the Company a review of
the Company’s internal control procedures, including identified weaknesses and proposals for
improvement, as well as the main features of the plan for the audit of the Company.
Furthermore, the Board requires the auditor to participate in meetings of the Board that deal
with the annual accounts. A Board meeting with the auditor in which no member of the
executive management is present is being held at the request of the auditor.
The Board reviews and monitors the independence of the Company’s auditor, including in
particular the extent to which services other than auditing provided by the auditor or the audit
firm represents a threat to the independence of the auditor.
The ordinary general meeting approves the remuneration of the auditor. The Board reports to
the general meeting on details of fees for audit work and for other specific assignments.
CORPORATE GOVERNANCE STATEMENT
38
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
CONSOLIDATED
FINANCIAL
STATEMENTS
Index
39 Directors’ Statement
40 Independent Auditor’s Report
45 Consolidated Statements of Profit or Loss and Other Comprehensive Income,
years ended December 31, 2022 and 2021
46 Consolidated Statements of Financial Position, as of December 31, 2022 and 2021
47 Consolidated Statements of Changes in Equity, years ended December 31, 2022 and 2021
48 Consolidated Statements of Cash Flows, years ended December 31, 2022 and 2021
49 Notes to the Consolidated Financial Statements
OKEANIS ECO TANKERS CORP.
[Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382]
Consolidated Financial Statements
as of and for the Year Ended December 31, 2022
and Independent Auditor’s Report
39
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ STATEMENT
For the year ended December 31, 2022
The Directors present their statement to the members together with the audited financial
statements of the Group for the financial year ended December 31, 2022.
In the opinion of the Directors,
a) The consolidated financial statements of the Group as set out are drawn up as to give a true
and fair view of the financial position of the Group as at December 31, 2022 and the financial
performance, changes in equity and cash flows of the Group for the financial year covered by
the consolidated financial statements.
b) As at the date of this report, the Board does not have any reason to believe that the Group’s
shareholders do not support the going concern of the Group and it confirms that the
conditions for continued operations as a going concern are present for the Group. These
financial statements have been prepared under this assumption.
45
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
Okeanis Eco Tankers Corp.
Consolidated statement of profit or loss and other comprehensive income
For the years ended December 31, 2022 and 2021
(
All amounts expressed in U.S. Dollars)
FOR THE TWELVE MONTHS
ENDED DECEMBER 31,
NOTE 2022 2021
Revenue 24 270,972,421 168,998,225
Operating expenses
Commissions (3,382,419 ) (2,229,156 )
Voyage expenses 11 (74,086,221 ) (45,006,762 )
Vessel operating expenses 10 (35,740,460 ) (40,695,997 )
Management fees 14 (4,381,200 ) (5,425,200 )
Depreciation and amortization 7 (37,962,924 ) (38,666,266 )
General and administrative expenses 12 (5,296,523 ) (5,094,940 )
Impairment loss on classification of vessels
as held for sale 7 — (3,932,873 )
Net gain on disposal of vessels 7 — 4,076,668
Total operating expenses, net (160,849,747 ) (136,974,526 )
Operating profit 110,122,674 32,023,699
Other income/(expenses)
Interest income 22 721,528 3,470
Interest and other finance costs 22 (38,081,975 ) (36,465,423 )
Unrealized gain on derivatives 23 45,960 4,156,933
Realized gain/(loss) on derivatives 23 11,436,481 (558,916 )
Foreign exchange gain/(loss) 315,327 (62,662 )
Total other expenses, net (25,562,679 ) (32,926,598 )
Profit/(loss) for the year 84,559,995 (902,899 )
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement of post-employment benefit obligations (2,456 ) (203 )
Total comprehensive income/(loss) for the year 84,557,539 (903,102 )
Attributable to the owners of the Group 84,557,539 (903,102 )
Earnings/(loss) per share - basic & diluted 18 2.63 0.03
Weighted average no. of shares - basic & diluted 32,202,394 32,372,393
The accompanying notes are an integral part of these consolidated financial statements.
46
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
Okeanis Eco Tankers Corp.
Consolidated statement of financial position
As of December 31, 2022 and 2021
(All amounts expressed in U.S. Dollars)
AS OF DECEMBER 31, NOTE 2022 2021
Assets
Non-current assets
Vessels, net 7 1,024,296,035 865,208,380
Vessels under construction 8 — 18,193,257
Other fixed assets 7 132,223 61,019
Derivative financial instrument 23 — 3,150,767
Restricted cash 4,510,000 5,410,000
Total non-current assets 1,028,938,258 892,023,423
Current assets
Inventories 6 17,010,531 12,630,531
Trade and other receivables 49,630,484 7,448,390
Claims receivable 19 108,391 261,093
Prepaid expenses and other current assets 3,245,055 1,032,640
Current accounts due from related parties 14 449,629 1,070,101
Derivative financial instruments 23 209,238 —
Current portion of restricted cash 2,417,779 1,939,443
Cash & cash equivalents 81,345,877 38,183,154
Total current assets 154,416,984 62,565,352
Total assets 1,183,355,242 954,588,775
Shareholders’ equity & liabilities
Shareholders’ equity
Share capital 15 32,890 32,890
Additional paid-in capital 15 280,424,849 300,019,846
Treasury shares 15 (4,583,929 ) (3,571,790 )
Other reserves (28,606 ) (26,150 )
Retained earnings 146,398,057 61,838,062
Total shareholders’ equity 422,243,261 358,292,858
Non-current liabilities
Long-term borrowings, net of current portion 13 668,236,463 534,783,459
Retirement benefit obligations 23,937 17,294
Total non-current liabilities 668,260,400 534,800,753
Current liabilities
Trade payables 11,771,964 15,960,456
Accrued expenses 9 6,024,899 2,623,745
Deferred revenue 4,255,500 —
Current accounts due to related parties 14 — 698,153
Current portion of long-term borrowings 13 70,799,218 42,212,810
Total current liabilities 92,851,581 61,495,164
Total liabilities 761,111,981 596,295,917
Total shareholders’ equity & liabilities 1,183,355,242 954,588,775
The accompanying notes are an integral part of these consolidated financial statements.
47
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
Okeanis Eco Tankers Corp.
Consolidated statement of changes in equity
For the years ended December 31, 2022 and 2021
(All amounts, expressed in U.S. Dollars, except for number of shares)
ADDITIONAL
NUMBER PAID IN
OF SHARE CAPITAL TREASURY OTHER RETAINED
NOTE SHARES CAPITAL (NOTE 14) SHARES RESERVES EARNINGS TOTAL
Balance
January 1, 2021 32,375,917 32,890 334,328,863 (3,068,260 ) (25,947 ) 65,960,647 397,228,193
Acquisition
of treasury shares 15 (59,236 ) — — (503,530 ) — — (503,530 )
Loss for the year — — — — — (902,899 ) (902,899 )
Capital Distribution 15 — — (34,309,017 ) — — — (34,309,017 )
Dividend paid 15 — — — — — (3,219,686 ) (3,219,686 )
Other comprehensive
loss for the year — — — — (203 ) — (203 )
Balance
December 31, 2021 32,316,681 32,890 300,019,846 (3,571,790 ) (26,150 ) 61,838,062 358,292,858
Acquisition
of treasury shares 15 (122,573 ) — — (1,012,139 ) — — (1,012,139 )
Profit for the year — — — — — 84,559,995 84,559,995
Capital Distribution 15 — — (19,594,997 ) — — — (19,594,997 )
Other comprehensive
loss for the year — — — — (2,456 ) — (2,456 )
Balance
December 31, 2022 32,194,108 32,890 280,424,849 (4,583,929 ) (28,606 ) 146,398,057 422,243,261
NOTE Acquisitions of treasury stocks in 2021 have been combined in one line for presentation purposes. An analysis of these combined transactions, can be found in Note 15.
The accompanying notes are an integral part of these consolidated financial statements.
48
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
Okeanis Eco Tankers Corp.
Consolidated statement of cash flows
For the years ended December 31, 2022 and 2021
(
All amounts expressed in U.S. Dollars)
FOR THE TWELVE MONTHS
ENDED DECEMBER 31,
NOTE 2022 2021
Cash flows from operating activities
Profit/(loss) for the year 84,559,995 (902,899 )
Adjustments to reconcile profit/(loss) to net cash
provided by operating activities:
Depreciation 37,962,924 38,666,266
Interest expense 35,077,293 27,082,841
Amortization of loan financing fees 1,693,117 4,233,322
Unrealized (gain)/loss on derivatives 2,941,529 (4,156,933 )
Interest income (721,528 ) (3,470 )
Other non-cash items 6,643 (44,084 )
Net gain on disposal of vessels — (4,076,668 )
Impairment loss — 3,932,873
Foreign exchange differences (339,622 ) —
Total reconciliation adjustments 76,620,356 65,634,147
Changes in working capital:
Trade and other receivables (42,241,830 ) 7,184,671
Prepaid expenses and other current assets (1,235,237 ) (173,406 )
Inventories (4,380,000 ) (6,863,047 )
Trade payables (2,901,680 ) (2,945,453 )
Accrued expenses 871,637 469,704
Deferred revenue 4,255,500 (6,462,292 )
Claims receivable 152,702 (106,645 )
Interest paid (33,181,517 ) (27,240,486 )
Total changes in working capital (78,660,425 ) (36,136,954 )
Net cash provided by operating activities 82,519,926 28,594,294
Cash flows from investing activities
Collections of amounts due from related parties 620,472 5,993,518
Payments for other fixed assets — (20,000 )
Proceeds from vessels’ disposal — 300,938,574
Decrease in restricted cash 421,664 1,051,938
Dry-dock expenses (1,536,579 ) (1,921,472 )
Payments for vessels and vessels under construction (178,601,323 ) (20,367,653 )
Interest received 375,636 3,470
Net cash (used in)/provided by investing activities (178,720,130 ) 285,678,375
Cash flows from financing activities
Proceeds from long-term borrowings 306,298,000 —
Repayments of long-term borrowings (144,294,604 ) (261,713,694 )
Capital distribution (19,594,997 ) (34,309,017 )
Payment of amounts due to related parties (698,153 ) 318,350
Payment of loan financing fees (1,732,860 ) —
Acquisition of treasury stock (1,012,139 ) (503,530 )
Dividends paid — (3,219,686 )
Net cash provided by/(used in) financing activities 138,965,247 (299,427,577 )
Effects of exchange rate changes of cash held in foreign currency 397,680 —
Net change in cash and cash equivalents 42,765,043 14,845,092
Cash and cash equivalents at beginning of year 38,183,154 23,338,062
Cash and cash equivalents at end of year 81,345,877 38,183,154
Supplemental cash flow information
Capital expenditures included in trade payables — 235,000
The accompanying notes are an integral part of these consolidated financial statements.
49
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTSNOTES
50
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTSNOTES
51
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTSNOTES
52
OKEANIS ECO TANKERS 2022 ANNUAL REPORT NOTES CONSOLIDATED FINANCIAL STATEMENTS
53
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTSNOTES
54
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OKEANIS ECO TANKERS 2022 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTSAPPENDIX
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OKEANIS ECO TANKERS 2022 ANNUAL REPORT PARENT COMPANY FINANCIAL STATEMENTS
LETTER FROM
THE CHAIRMAN
HISTORY
& FLEET
PRESENTATION
OF THE BOARD
OF DIRECTORS
BOARD
OF DIRECTORS’
REPORT
RESPONSIBILITY STATEMENT
CORPORATE
GOVERNANCE
STATEMENT
CONSOLIDATED
FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL
STATEMENTS
PARENT
COMPANY
FINANCIAL
STATEMENTS
OKEANIS ECO TANKERS CORP.
[
Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382]
Parent Company Financial Statements
for the Year Ended December 31, 2022
and Independent Auditor’s Report
Index
86 Independent Auditor’s Report
89 Statement of Profit or Loss and Other Comprehensive Income,
for the years ended December 31, 2022 and 2021
90 Statement of Financial Position, as of December 31, 2022 and 2021
91 Statement of Changes in Equity, for the years ended December 31, 2022
and 2021
92 Statement of Cash Flows, for the years ended December 31, 2022 and 2021
Χ93 Notes to the Parent Company Financial Statements
89
OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT PARENT COMPANY FINANCIAL STATEMENTS
Okeanis Eco Tankers Corp.
Statement of profit or loss and other comprehensive income
For the year ended December 31, 2022
(
All amounts expressed in U.S. Dollars)
FOR THE TWELVE MONTHS ENDED DECEMBER 31,
NOTE 2022 2021
Expenses
General and administrative expenses 5 (886,768) (1,164,045)
Total expenses (886,768) (1,164,045)
Operating loss (886,768) (1,164,045)
Other income/(expenses)
Dividend income — 3,904,000
Interest and other finance costs 11 (332,450) (349,015)
Unrealized gain on derivatives 45,960 30,105
Realized profit on derivatives 2,161,927 —
Foreign exchange (loss)/gain (153,501) 6,387
Total other income/(expenses), net 1,721,936 3,591,477
Profit for the year 835,168 2,427,433
Other comprehensive income — —
Total comprehensive income for the year 835,168 2,427,433
Earnings per share from continuing operations,
basic and diluted 10 0.03 0.07
Weighted average no. of shares - basic & diluted 32,202,394 32,372,393
The accompanying notes are an integral part of these financial statements.
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Okeanis Eco Tankers Corp.
Statement of financial position
For the year ended December 31, 2022
(All amounts expressed in U.S. Dollars)
AS OF DECEMBER 31,
NOTE 2022 2021
Assets
Non-current assets
Investment in subsidiaries 4 255,718,980 255,718,980
Derivative financial instrument — 140,105
Total non-current assets 255,718,980 255,859,085
Current assets
Other receivables 40 40
Derivative financial instrument 209,238 —
Current account due from related parties 6 28,966,101 23,607,391
Cash & cash equivalents 2,405,768 24,282,086
Total current assets 31,581,147 47,889,517
Total assets 287,300,127 303,748,602
Shareholder’s equity & liabilities
Shareholder’s equity
Share capital 7 32,890 32,890
Additional paid in capital 7 280,451,624 300,046,621
Treasury Shares 7 (4,583,929) (3,571,791)
Retained earnings/(accumulated losses) 781,699 (53,468)
Total-Shareholder’s equity 276,682,284 296,454,252
Non-Current liabilities
Long-term borrowings, net of current portion 12 342,147 1,710,201
Total non-current liabilities 342,147 1,710,201
Current Liabilities
Trade payables 8 30,365 147,590
Current account due to related parties 6 8,877,277 4,068,505
Current portion of long-term borrowings 12 1,368,054 1,368,054
Total current liabilities 10,275,696 5,584,149
Total liabilities 10,617,843 7,294,350
Total shareholder’s equity & liabilities 287,300,127 303,748,602
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY FINANCIAL STATEMENTS
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Okeanis Eco Tankers Corp.
Statement of changes in shareholder’s equity
For the year ended December 31, 2022
(All amounts, expressed in U.S. Dollars, except for number of shares)
RETAINED
ADDITIONAL EARNINGS/
NUMBER SHARE PAID IN TREASURY (ACCUMULATED
NOTE OF SHARES CAPITAL CAPITAL SHARES LOSSES) TOTAL
Balance - January 1, 2021 32,375,917 32,890 334,355,638 (3,068,260) 738,785 332,059,053
Acquisition of own stock 7 (59,236) — — (503,531) — (503,531)
Profit for the year — — — — 2,427,433 2,427,433
Dividend paid 7 — — — — (3,219,686) (3,219,686)
Capital distribution 7 — — (34,309,017) — — (34,309,017)
Balance - December 31, 2021 32,316,681 32,890 300,046,621 (3,571,791) (53,468) 296,454,252
Acquisition of own stock 7 (122,573) — (1,012,139) — (1,012,139)
Profit for the year — — — 835,168 835,168
Capital distribution 7 — (19,594,997) — — (19,594,997)
Balance - December 31, 2022 32,194,108 32,890 280,451,624 (4,583,930) 781,699 276,682,284
NOTE Acquisitions of treasury stocks in 2021 have been combined in one line for presentation purposes. An analysis of transactions combined, can be found in Note 15.
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY FINANCIAL STATEMENTS
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Okeanis Eco Tankers Corp.
Statement of cash flows
For the year ended December 31, 2022
(All amounts expressed in U.S. Dollars)
FOR THE YEAR ENDED DECEMBER 31,
NOTE 2022 2021
Cash flows from operating activities:
Profit for the year 835,168 2,427,433
Adjustments to reconcile profit to net cash
provided by/(used in) operating activities:
Interest expense 11 92,962 117,461
Amortization of loan financing fees 6,941 21,905
Dividend income — (3,904,000)
Unrealized gain on derivatives 45,960 (30,105)
Foreign exchange differences 153,502 —
1,134,533 (1,367,306)
Changes in working capital:
Other current assets (115,093) (110,000)
Trade payables (117,22 3) (92,287)
Interest paid (92,962) (117,461)
Net cash provided by/(used in) operating activities 809,255 (1,687,054)
Cash flows from investing activities:
Current account due from related parties (5,358,710) (8,706,270)
Capital returns from subsidiaries — 90,936,600
Investment in subsidiaries — (17,410,000)
Dividends received — 3,904,000
Net cash (used in)/provided by investing activities (5,358,710) 68,724,330
Cash flows from financing activities:
Repayments of long-term borrowings (1,374,996) (4,354,166)
Current accounts due to related parties 6 4,808,772 (3,811,965)
Acquisition of treasury stock 7 (1,012,138) (503,531)
Capital Distribution (19,594,997) (34,309,017)
Dividends paid — (3,219,686)
Net cash used in financing activities (17,173,359) (46,198,365)
Effects of exchange rate changes
on the balance of cash held in foreign currency (153,503) —
Net change in cash and cash equivalents (21,722,815) 20,838,911
Cash and cash equivalents at beginning of the year 24,282,086 3,443,176
Cash and cash equivalents at the end of the year 2,405,768 24,282,087
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY FINANCIAL STATEMENTS
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1. Incorporation and General Information
Okeanis Eco Tankers Corp. (“OET” or the “Company” or “Okeanis Eco Tankers” or “Group), was
founded on April 30, 2018 as a private limited corporation under the laws of the Republic
of the Marshall Islands having its registered offices at the following address: Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960.
Glafki Marine Corp. (“Glafki”), owned by Messrs. Ioannis and Themistoklis Alafouzos, had the
majority control of OET until June 2022 through voting interests. In June 2022, the voting
interests of Mr. Themistoklis Alafouzos were transferred to Hospitality Assets Corp. (“Hospitality”)
and from June 2022, Glafki and Hospitality, each owned by Messrs. Ioannis and Themistoklis
Alafouzos, respectively, hold the majority control of OET through voting interests.
Glafki and Hospitality currently own 33.5% and 20.2%, of the Company’s shares, respectively.
The Company, as of the date of this report, owns fourteen vessels on the water. The principal
activity of its subsidiaries is to own, charter out and operate tanker vessels on an international
level.
The consolidated financial statements comprise the financial statements of Okeanis Eco
Tankers Corp. and its wholly owned subsidiaries (collectively the “Group”).
The Alafouzos family currently holds a stake of 56.9% in the Company. The Company traded on
the Merkur Market (currently named Euronext Growth) from July 3, 2018 until March 8, 2019,
when it was then admitted for trading on the Oslo Axess (currently named Euronext Expand).
In January 2021, the Company transferred its listing from Euronext Expand to Oslo Børs.
The table below sets forth an overview of the Company’s wholly owned subsidiaries:
INTEREST
HELD
COMPANY NAME DATE INCORPORATED BY OET
Therassia Marine Corp. June 28, 2018 Liberia 100%
Milos Marine Corp. June 28, 2018 Liberia 100%
Ios Maritime Corp. June 28, 2018 Liberia 100%
Omega One Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Two Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Three Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Four Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Five Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Six Marine Corp. October 30, 2019 Marshall Islands 100%
Omega Seven Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Nine Marine Corp. June 28, 2018 Marshall Islands 100%
Omega Ten Marine Corp. October 30, 2019 Marshall Islands 100%
Omega Eleven Marine Corp. June 28, 2018 Marshall Islands 100%
Nellmare Marine Ltd June 28, 2018 Marshall Islands 100%
Anassa Navigation S.A. June 28, 2018 Marshall Islands 100%
Arethusa Shipping Ltd. June 28, 2018 Marshall Islands 100%
Moonsprite Shipping Corp. June 28, 2018 Marshall Islands 100%
Theta Navigation Ltd June 14, 2021 Marshall Islands 100%
Ark Marine S.A. June 14, 2021 Marshall Islands 100%
OET Chartering Inc. June 28, 2018 Marshall Islands 100%
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
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COVID-19 Update
Impact on Operations
We have taken steps to protect our seafarers and shore employees and ensure uninterrupted
service to our clients. Our operations are no longer materially affected by the outbreak of the
Covid-19 virus. On occasion, our vessels may deviate from optimal trading routes in order to
effect crew changes, however transportation and mobilization costs in connection with those
crew changes have been minimized.
Okeanis Eco Tankers Corp. Response
Our primary concern continues to be the wellbeing of our seafarers and shore-based
employees, and, in tandem, providing safe and reliable services to our clients. In line with
industry response standards, we have updated our vessels’ procedures and supplied our fleet
with protective equipment. We have effected crew changes in permissible ports, a vaccination
programme for all of our ships’ seamen approaching Greek ports, remote superintendent
surveys and are complying with applicable local directives and recommendations. Shore-side,
all our employees are fully vaccinated. Management has established a range of safety protocols
in the working space, such as weekly Covid-19 testing for all office staff, regular cleaning/
disinfection of our premises, availability of hand sanitizer and surgical masks throughout our
premises, limited on-site visitors, elimination of non-essential travel, mandatory self-isolation of
personnel returning from travel and substitution of physical meetings with virtual meetings.
We have secured our online communications and have enhanced monitoring of our network.
Lastly, we have created an infectious disease preparedness and response plan that we have
communicated to all of our staff.
War in Ukraine
Russia’s invasion in Ukraine is a continuously evolving and unpredictable situation both from
a humanitarian and market perspective. The Company’s ultimate goal is to protect the lives
of its seafarers, safeguard its vessels and comply with global sanctions framework. Forecasts
and estimates around the outcome of this situation continue to be highly uncertain, and the
Company recognizes that further escalation could adversely affect global shipping markets.
In February 2022, both the European Union (“EU”) and the United States began leading
economic sanctions against Russia vis-à-vis the conflict in Ukraine.
According to the latest sanctions package, the EU introduced a ban on the direct or indirect
purchase, import, or transfer into the EU of crude oil or petroleum products originating in
Russia or exported from Russia. Effective from 5 December 2022, the EU also bans the maritime
transport to third countries of crude oil (as of 5 February 2023 for petroleum products) which
originate in or are exported from Russia. The latest ban on maritime transport is effective unless
the respective crude oil or petroleum products are purchased at or below a pre-established
price cap, which has currently been set to $60 per barrel.
The war has resulted in rerouting of crude oil voyages, leading to longer tonne-mile voyages.
In particular, Europe is currently replacing Russian barrels from other exporting regions
further away, such as, West and South Africa and the Middle East, while Russia is shifting its oil
production to China and India.
Currently, the disruption of trade flows has created inefficiencies resulting to longer tonne
miles benefiting the tanker market, while on the other hand, the recent increases in bunker
NOTES PARENT COMPANY FINANCIAL STATEMENTS
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
fuel prices, following crude supply shortages, as well as the deterioration of economic general
conditions could negatively affect the freight rates. These adverse economic factors might
increase voyage costs for our fleet, albeit expected less severe than our industry peers that
operate conventional, not equipped with scrubbers, vessels that consume more fuel and at
higher prices per metric tonne.
2. Basis of Preparation and Statement of Compliance
The financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards (IFRS) published by the International Accounting Standards
Board (the “IASB”). The financial statements are presented in United States Dollars ($) since
this is the currency in which the majority of the Company’s transactions are denominated.
The financial statements have been prepared on the historical cost basis, except for derivatives
measured at their fair value.
The financial statements have been prepared on a going concern basis.
Okeanis Eco Tankers annual financial statements were approved and authorized for issue by
the Company’s Board of Directors on April 6, 2023.
3. Summary of Significant Accounting Policies
Use of estimates
The preparation of the financial statements in conformity with IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial statements, and the
stated amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Cash and cash equivalents
The Company considers highly liquid investments such as time deposits and certificates of
deposit with original maturities of three months or less to be cash equivalents. For the purposes
of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as
defined above.
Dividend income
Dividend income is recognized when the right by the Company to receive payment of
dividends is established.
Interest income
The Company’s interest income comprises interest earned from short-term time deposits.
Investment in subsidiaries
The Company’s investments in the wholly owned subsidiaries are recorded at cost. When
necessary, the carrying amount of each of the Company’s investments separately, is tested for
impairment in accordance with IAS 36 Impairment of Assets, by comparing the investment’s
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
recoverable amount with its carrying amount. During the years ended December 31, 2022 and
2021, no impairment charges were deemed necessary regarding the Company’s investments.
Interest bearing loans and borrowings
Loans and borrowings are initially recognized at fair value, being the fair value of the
consideration received net of issue costs associated with the borrowing. After initial recognition,
interest-bearing loans and borrowings are subsequently measured at amortized cost using the
effective interest method and classified as current and non-current based on their repayment
profile.
Share capital, additional paid-in capital and dividends to the Company’s shareholders
Common shares issued are classified in equity, with the excess over par value classified under
additional paid-in capital. Additional paid-in capital also includes the cost of the common
shares issued in exchange for the historical acquisition of ownership in the Contributed
Companies (refer note 1). Incremental costs directly attributable to the issuance of new
common shares are deducted against additional paid-in capital. Dividends to the Company’s
shareholders are recognized when the respective dividends are approved for payment by the
Company’s Board of Directors.
Treasury shares
Common share repurchases are recorded at cost based on the settlement date of the
transaction. These shares are classified as treasury shares, which is a reduction to shareholders’
equity. Treasury shares are included in authorized and issued shares, but excluded from
outstanding shares.
Foreign currency translation
The functional currency of the Company is the U.S. dollar because the majority of the Company’s
transactions are denominated in U.S. dollars. Transactions denominated in foreign currencies
are converted into U.S. Dollars and are recorded at the exchange rate in effect at the date of the
transactions. Monetary assets and liabilities denominated in foreign currencies are translated
to U.S. Dollars at the rate of exchange prevailing at the statement of financial position date.
Any resulting foreign exchange differences are reflected under foreign exchange gains/(losses)
in the statement of profit or loss and other comprehensive income.
Cash flow statement policy
The Company uses the indirect method to report cash flows from operating activities.
Earnings/(Loss) per share
Basic earnings/(loss) per share is calculated by dividing income/(loss) attributable to equity
holders of OET by the weighted average number of common shares outstanding. Diluted
earnings/(loss) per share is calculated by adjusting income/(loss) attributable to equity holders
of OET and the weighted average number of common shares used for calculating basic
per share for the effects of all potentially dilutive shares. Such dilutive common shares are
excluded when the effect would be to reduce a loss per share or increase earnings per share.
The Company applies the if-converted method when determining diluted earnings/(loss) per
share. This requires the assumption that all potential ordinary shares have been converted
into ordinary shares at the beginning of the period or, if not in existence at the beginning of
the period, the date of the issue of the financial instrument or the granting of the rights by
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
which they are granted. Under this method, once potential ordinary shares are converted into
ordinary shares during the period, the dividends, interest and other expense associated with
those potential ordinary shares will no longer be incurred. The effect of conversion, therefore,
is to increase income (or reduce losses) attributable to ordinary equity holders as well as the
number of shares in issue. Conversion will not be assumed for purposes of computing diluted
earnings per share if the effect would be anti-dilutive.
During the years ended December 31, 2022 and 2021, there were no potentially dilutive items.
Taxation
The Company is not subject to tax on international shipping income since its country of
incorporation does not impose such taxes.
Provisions and contingencies
Provisions are recognized when the Company has a present legal or constructive obligation
as a result of past events and it is probable that an outflow of resources embodying economic
benefits will be required to settle this obligation and a reliable estimate of the amount of the
obligation can be made.
Provisions are reviewed at each statement of financial position date and adjusted to reflect the
present value of the expenditure expected to be required to settle the obligation. Contingent
liabilities are not recognized in the financial statements but are disclosed unless the possibility
of an outflow of resources embodying economic benefits is remote. Contingent assets are not
recognized in the financial statements but are disclosed when an inflow of economic benefits
is probable.
Fair value of financial assets and liabilities
The definitions of the levels, provided by IFRS 7 Financial Instruments Disclosure, are based on
the degree to which the fair value is observable.
• Level 1 fair value measurements are those derived from quoted prices in active markets for
identical assets or liabilities.
• Level 2 fair value measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
• Level 3 fair value measurements are those derived from valuation techniques that include
inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Cash and cash equivalents are considered Level 1 financial instruments. Variable rate long-
term borrowings and forward agreements (“FFAs” are considered Level 2 financial instruments.
There are no financial instruments in Level 3, nor any transfers between fair value hierarchy
levels during the periods presented.
The carrying amounts reflected in the statement of financial position for cash and cash
equivalents, other receivables and other current liabilities, approximate their respective fair
values due to the relatively short-term maturity of these financial instruments.
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
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Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities.
Deferred financing costs
Fees incurred for obtaining new loans or refinancing existing facilities such as arrangement,
structuring, legal and agency fees are deferred and classified against long-term debt in the
statement of financial position. Any fees incurred for loan facilities not yet advanced are
deferred and classified under non-current assets in the consolidated statement of financial
position. These fees are classified against long-term debt on the loan drawdown date.
Deferred financing costs are deferred and amortized over the term of the relevant loan using
the effective interest method, with the amortization expense reflected under interest and
finance costs in the consolidated statement of profit or loss and other comprehensive income.
Any unamortized deferred financing costs related to loans which are either fully repaid before
their scheduled maturities or related to loans extinguished are written-off in the consolidated
statement of profit or loss and other comprehensive income.
Derivative financial instruments - Forward Freight Agreements
The Company entered into Forward Freight Agreements (the “FFAs”) to economically hedge its
trading exposure in the spot market. FFAs are derivative financial instruments initially recognized
at fair value on the consolidated statement of financial position on the date the derivative
contracts are entered into and are subsequently remeasured to their fair value at each reporting
date. Upon settlement, if the contracted charter rate is less than the average of the rates, as
reported by an identified index, for the specified route and time period, the seller of the FFA is
required to pay the buyer the settlement sum, being an amount equal to the difference between
the contracted rate and the settlement rate, multiplied by the number of days in the specified
period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate,
the buyer is required to pay the seller the settlement sum. The resulting changes in fair value are
recognized in the consolidated statement of profit or loss and other comprehensive income
unless the derivative is designated and effective as a hedging instrument, in which event the
timing of the recognition in the consolidated statement of profit or loss depends on the nature
of the hedge relationship. FFA derivatives are presented as current or non-current assets or
liabilities when their valuation is favourable to the Company and as non-current liabilities when
unfavourable to the Company. Cash outflows and inflows resulting from derivative contracts are
presented as cash flows from operations in the consolidated statement of cash flows. Forward
freight derivatives are considered to be Level 2 items in accordance with the fair value hierarchy
as defined in IFRS 13 Fair Value Measurement. FFAs do not qualify for hedge accounting and
therefore unrealized gains or losses are recognized under Unrealized/realized gain/loss on
derivatives in the statement of profit or loss and other comprehensive income.
Adoption of new and revised IFRS
Standards and interpretations adopted in the current year
In August 2020, the IASB issued the Phase 2 amendments to IFRS 9 Financial Instruments,
IFRS 7 Financial Instruments: Disclosures, IFRS 4 and IFRS 16 in connection with the Phase
2 of the interest rate benchmark reform. The amendments address the issues arising from
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
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the implementation of the reforms, including the replacement of one benchmark with
an alternative one. The amendments are effective for annual periods beginning on or after
January 1, 2021 and did not have a material impact on the Company’s financial statements.
Standards and amendments in issue not yet adopted
In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial
Statements, to clarify that liabilities are classified as either current or non-current, depending
on the rights that exist at the end of the reporting period. Classification is unaffected by the
expectations of the entity or events after the reporting date (for example, the receipt of a
waiver or a breach of covenant). The amendment also defines the “settlement” of a liability as
the extinguishment of a liability with cash, other economic resources or an entity’s own equity
instruments. The amendment is effective for annual periods beginning on or after January
1, 2022 and should be applied retrospectively in accordance with IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors. Earlier application is permitted. Management
anticipates that this amendment will have no significant impact at the Company’s financial
statements. There are no other IFRS standards and amendments issued by but not yet adopted
that are expected to have a material effect on the Company’s financial statements.
4. Investment in Subsidiaries
As of December 31, 2022 and 2021, the Company had the following investment in subsidiaries:
AS OF DECEMBER 31, 2022 2021
Contributed companies 94,747,652 94,747,652
Omega Four Marine Corp. 8,138,670 8,138,670
Omega Six Marine Corp. 1,625,800 1,625,800
Omega Five Marine Corp. 6,259,302 6,259,302
Omega Seven Marine Corp. 14,724,074 14,724,074
Omega Ten Marine Corp. 1,125,800 1,125,800
Moonsprite Shipping Corp. 31,510,936 31,510,936
Arethusa Shipping Corp. 33,208,036 33,208,036
Anassa Navigation S.A. 23,872,230 23,872,230
Nellmare Marine Ltd. 23,096,480 23,096,480
Ark Marine S.A. 8,705,000 8,705,000
Theta Navigation Ltd. 8,705,000 8,705,000
Total 255,718,980 255,718,979
5. General and Administrative Expenses
General and administrative expenses are analyzed as follows:
FOR THE YEAR ENDED DECEMBER 31, 2022 2021
Personnel insurances 164,200 200,000
Directors’ fees and expenses 487,941 475,506
Professional fees 183,146 207,484
Other expenses 51,481 281,054
Total 886,768 1,164,044
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
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Auditor remuneration for the years ended December 31, 2022 and December 31, 2021
amounted to $180,042 and $177,787, respectively. The Company records audit fees as incurred.
Expenditure related to auditor remuneration is reflected in professional fees which, for the
year ended December 31, 2022 and December 31, 2021, amounted to $182,540 and $204,490,
respectively.
Insurance cover, for certain Directors and executives of the Company, in respect to their
potential liability towards the enterprise and third parties as of December 31, 2022 and 2021
amounted to $164,200 and $200,000, respectively.
6. Transactions and Balances with Related Parties
Current accounts due from related parties are analyzed as follows:
AS OF DECEMBER 31, 2022 2021
Amounts due from FRPEs 48,000 418,000
Amounts due from vessel-owning subsidiaries 25,842,963 23,189,391
Amounts due from OET Chartering Inc. 3,075,138 —
Total 28,966,101 23,607,391
Current accounts due from FRPEs - Family Related Party Entities principally non-eco vessel
owning companies privately owned by the Alafouzos family amounting to $48,000 as at
December 31, 2022 (2021: $418,000), represent amounts provided to vessel owning companies
for working capital purposes.
Current accounts due from subsidiaries companies, amounting to $25,842,963 and $23,189,391
as at December 31, 2022 and 2021, respectively, represent amounts provided to vessel owning
companies for working capital purposes.
Current accounts due from OET Chartering Inc., amounting to $3,075,138 as at December 31,
2022 represent amounts transferred to a subsidiary Company for depository purposes. More
specifically, the Company had transferred funds to a wholly owned subsidiary, where these are
placed on time deposits to optimize capital management. These deposits are of a short-term
nature and reset on a frequent basis, bearing market interest rates.
Current accounts due to related parties are analyzed as follows:
AS OF DECEMBER 31, 2022 2021
Amounts due to vessel-owning subsidiaries 8,877,277 2,445,490
Amounts due to OET Chartering Inc.
— 924,862
Amounts payable to Board of Directors members
— 698,153
Total 8,877,277 4,068,505
Current accounts due to vessel-owning subsidiaries amounting to $8,877,277 and $2,445,490
as at December 31, 2022 and 2021, respectively, represent amounts provided from vessel
owning companies for working capital purposes and to fund other vessel owning subsidiaries’
operations.
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
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Current accounts due to OET Chartering Inc., amounting to $924,862 as at December 31, 2021
represent amounts transferred from a subsidiary Company for depository purposes. More
specifically, the subsidiary has transferred funds to the Company, where these are placed on
time deposits to optimize capital management. These deposits are of a short-term nature and
reset on a frequent basis, bearing market interest rates.
Current accounts due to the Board of Directors members of $698,153 as at December 31, 2021,
concern fees payable to the members of the Board of Directors as remuneration for services
provided.
All balances noted above are unsecured, interest-free, with no fixed terms of payment and
repayable on demand.
Key management and Directors’ remuneration
Each of the Company’s directors, except for the Chairman of the Board of Directors, is entitled
to an annual fee of $75,000. Directors’ fees for the years ended December 31, 2022 and 2021
amounted to $450,000 and $418,900, respectively. In addition, each director is entitled to
a reimbursement for travelling and other minor out-of-pocket expenses. Furthermore, the
Company provided compensation to a member of its key management personnel, pursuant
to a remuneration agreement. For the years ended December 31, 2022 and 2021, such
remuneration amounted to nil and $450,000, respectively. There was no amount payable
related to this remuneration as of December 31, 2022 and 2021.
7. Share Capital and Additional Paid-in Capital
The Company’s common shares have been registered under the laws of the Republic of the
Marshall Islands. Pursuant to an agreement DNB Bank ASA (“DNB), DNB is recorded as the
sole shareholder in the records of the Company, as nominee on behalf of Euronext Securities
Oslo and maintains, in its role as VPS registrar, a sub-register of shareholders in the VPS where
the ownership of the shares is registered in book-entry form under their ISIN MHY641771016.
The Company has one class of shares. All shares rank in parity with one another and each one
carries one vote in a meeting of the shareholders. All shares are equal in all respects.
On March 5, 2019, the board of directors of the Oslo Stock Exchange approved the Company’s
listing application to trading on Oslo Axess. Trading in the shares on Oslo Axess commenced
on March 8, 2019, under the trading symbol “OET”.
On January 27, 2021, the board of directors of the Oslo Stock Exchange approved the Company’s
listing application to transfer its listing from Euronext Expand to Oslo Børs. Trading in the
shares on Oslo Børs commenced on January 29, 2021, under the trading symbol “OET”.
In March 2021, the Company paid a cash dividend to its shareholders of $0.10 per share,
amounting to $3.2 million.
In June 2021, the Company distributed an amount of $24.3 million or $0.75 per share via a
return of paid-in capital.
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS 2022 ANNUAL REPORT
On December 6, 2021 the Company purchased 22,500 of its own shares for an aggregate
consideration of $197,116 at an average price of NOK 75.3 per share.
On December 9, 2021 the Company purchased 8,000 of its own shares for an aggregate
consideration of $70,642 at an average price of NOK 75.9 per share.
On December 4, 2021 the Company purchased 28,736 of its own shares for an aggregate
consideration of $235,773 at an average price of NOK 70.5 per share.
Also, in December 2021, the Company distributed an amount of $10.0 million or $0.31 per
share via a return of paid-in-capital.
In January 2022, the Company purchased 20,000 of its own shares at the price of NOK 69.69
per share.
Also in January 2022, the Company purchased 102,573 of its own shares at the price of NOK
71.25 per share.
In September 2022, the Company distributed an amount of approximately $9.8 million or
$0.30 per share via a return of paid-in-capital.
In December2022, the Company distributed an amount of approximately $9.8 million or $0.30
per share via a return of paid-in-capital.
As of December 31, 2022, the Company had 32,194,108 shares outstanding (net of 695,892
treasury shares).
Neither the Company nor any of its subsidiaries have issued any restricted shares, share
options, warrants, convertible loans or other instruments that would entitle a holder of any
such instrument to subscribe for any shares in the Company or its subsidiaries. Neither the
Company nor any of its subsidiaries have issued subordinated debt or transferable securities
other than the shares in the Company and the shares in the Company’s subsidiaries which are
held directly or indirectly by the Company.
The table below shows the movement in the Company’s issued share capital up to and for the
year ended on December 31, 2022 hereof:
No. OF ISSUED
CHANGE IN NEW ISSUED (NET OF
TYPE OF ISSUED SHARE SHARE TREASURY) PAR VALUE
DATE CHANGE CAPITAL (USD) CAPITAL (USD) SHARES PER SHARE
May 14, 2019 Issuance of shares in third
offering at NOK 83 per share 1,580 32,890 32,890,000 0.001
August 30, 2019 Share buy-back — — 32,739,851 0.001
March 9, 2020 Share buy-back — — 32,625,917 0.001
April 6, 2020 Share buy-back — — 32,375,917 0.001
December 6, 2021 Share buy-back — — 32,353,417 0.001
December 9, 2021 Share buy-back — — 32,345,417 0.001
December 14, 2021 Share buy-back — — 32,316,681 0.001
January 24, 2022 Share buy-back — — 32,296,681 0.001
January 26, 2022 Share buy-back — — 32,194,108 0.001
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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8. Financial Risk Management
The Company’s principal financial instruments comprise long-term borrowings, forward
freight agreements, cash and cash equivalents and restricted cash. The main purpose of these
financial instruments is to finance the Company’s operations as well as mitigate its exposure
to market and interest rate fluctuations. The Company has various other financial assets and
liabilities such as trade receivables, current accounts with related parties and payables which
arise directly from its operations.
The main risks arising from the Company’s financial instruments are credit risk, foreign currency
risk, interest rate risk, liquidity risk and market risk. The Company’s policies for addressing these
risks are set out below:
•
Credit risk
The Company only trades with charterers who have been subject to satisfactory credit
screening procedures. Furthermore, outstanding balances are monitored on an ongoing
basis with the result that the Company’s exposure to bad debts is not significant.
With respect to the credit risk arising from the Company’s cash and cash equivalents and
restricted cash, the Company’s exposure arises from default by the counterparties, with a
maximum exposure equivalent to the carrying amount of these instruments. The Company
mitigates such risks by dealing only with high credit quality financial institutions.
•
Foreign currency risk
The Company’s vessels operate in international shipping markets, which utilize the U.S.
dollar as the functional currency. Although certain operating expenses are incurred in
foreign currencies, the Company does not consider the risk to be significant and takes no
other steps to manage its currency exposure.
•
Interest rate risk
The Company is exposed to the impact of interest rate changes primarily through its
floating-rate borrowings that require the Company to make interest payments based
on LIBOR. Significant increases in interest rates could adversely affect operating margins,
results of operations and ability to service debt.
As an indication of the sensitivity from changes in interest rates, an increase by 50 basis
points in interest rates would increase interest expense for the year ended December 31,
2022 by $10,322 (2021: $ 29,229) assuming all other variables held constant and taking into
consideration that the Company has entered into interest rate swap agreements for some
of its loans, therefore partially economically hedging part of its floating-rate borrowings.
•
Market risk
The tanker shipping industry is cyclical with high volatility in charter rates and profitability.
The Company charters its vessels principally in the spot market, being exposed to various
unpredictable factors such as: supply and demand of energy resources, global economic
and political conditions, natural or other disasters, disruptions in international trade,
COVID-19 outbreak, environmental and other legal regulatory developments and so on.
During 2022, the Company entered into Forward Freight Agreements (“FFAs”) in order to
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
minimize losses from charter rate fluctuations and eliminate any adverse effect this may
have in our operating cash flows and dividend policy.
•
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match.
An unmatched position potentially enhances profitability, but can also increase the risk
of losses. The Company minimizes liquidity risk by maintaining sufficient cash and cash
equivalents.
The following table details the Company’s expected cash outflows for its financial liabilities.
The table has been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Company would be required to pay to settle. The
table includes both interest and principal cash flows. Variable future interest payments
were determined based on the one month LIBOR as of December 31, 2022 of 0.10%, plus
the margin applicable to the Company’s loan at the end of the year presented.
WEIGHTED
AVERAGE
EFFECTIVE LESS THAN 1-3 3-12 1-5 5+
DECEMBER 31, 2022 INTEREST RATE 1 MONTH MONTHS MONTHS YEARS YEARS TOTAL
Trade payables — — 30,365 — — — 30,365
Current accounts
due to related parties — — — 8,877,277 — — 8,877,277
Variable interest loan
(principal and interest) 6.40% 5,501 354,751 1,080,758 354,767 — 1,795,777
Total 5,501 385,116 9,958,035 354,767 — 10,703,419
9. Commitments and Contingencies
The Company has joint and several liability over the below subsidiary loan agreements,
through the guarantees provided over the respective subsidiaries loans:
•
Omega Two Marine Corp.: lease agreement with OCY Knight AS dated June 8, 2017,
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$34,729,699.
•
Arethusa Shipping Corp.: loan agreement with BNP Paribas dated January 24, 2019
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$49,150,778.
•
Omega One Marine Corp.: lease agreement with Ocean Yield Malta Limited dated
January 29, 2019, with an outstanding balance as of December 31, 2022 (inclusive of
accrued interest) of $38,047,124.
•
Moonsprite Shipping Corp.: loan agreement with Credit Agricole dated February 27, 2019
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$48,790,190.
•
Omega Five Marine Corp.: loan agreement with OCY Knight 1 Limited dated May 3, 2019,
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$58,878,763.
•
Omega Seven Marine Corp.: loan agreement with OCY Knight 2 Limited dated June
10, 2019, with an outstanding balance as of December 31, 2022 (inclusive of accrued
interest) of $59,425,570.
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS 2022 ANNUAL REPORT
•
Omega Four Marine Corp.: loan agreement with BNP Paribas dated July 7, 2020, with an
outstanding balance as of December 31, 2022 (inclusive of accrued interest) of $34,299,581.
•
Omega Three Marine Corp.: loan agreement with ABN Amro dated July 8, 2020, with
an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$36,424,905.
•
Omega Six Marine Corp.: loan agreement with KEXIM dated September 9, 2020 with
an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$44,080,322.
•
Omega Ten Marine Corp.: loan agreement with KEXIM dated September 9, 2020
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$44,030,762.
•
Anassa Navigation S.A.: loan agreement with National Bank of Greece dated May 23,
2022 with an outstanding balance as of December 31, 2022 (inclusive of accrued interest)
of $61,335,000.
•
Nellmare Marine Ltd: loan agreement with National Bank of Greece dated May 23, 2022,
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$61,335,000.
•
Ark Marine S.A.: loan agreement with Sea 289 Leasing Co. Limited dated March 31, 2022,
with an outstanding balance as of December 31, 2022 (inclusive of accrued interest) of
$70,021,875.
•
Theta Navigation Ltd: loan agreement with Sea 290 Leasing Co. Limited dated June
3, 2022, with an outstanding balance as of December 31, 2022 (inclusive of accrued
interest) of $71,343,508.
The extent to which an outflow of funds will be required is dependent on the subsidiaries’
performance and compliance with the relevant terms included in the respective debt
arrangements.
10. Earnings per Share
Basic and diluted Earnings per share for the years ended December 31, 2022 and 2021, are
presented below:
FOR THE YEAR ENDED DECEMBER 31, 2022 2021
Earnings per share from continuing operations 0.03 0.07
Total Earnings per share, basic and diluted 0.03 0.07
The profit and weighted average number of common shares used in the calculation of basic
earnings per share are as follows:
FOR THE YEAR ENDED DECEMBER 31, 2022 2021
Profit for the year 835,168 2,427,433
Weighted average number of shares outstanding in the year 32,202,394 32,372,393
Earnings per share, basic and diluted 0.03 0.07
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
During the year ended December 31, 2022 and 2021, there were no potentially dilutive
instruments affecting weighted average number of shares, and hence diluted earnings per
share equals basic earnings per share for the years presented.
11. Interest and other finance cost
The following table summarizes the interest and other finance costs incurred:
FOR THE YEAR ENDED DECEMBER 31, 2022 2021
Interest expense 92,962 117,461
Other finance costs 232,546 209,649
Amortization of financing fees 6,942 21,905
Total 332,450 349,015
12. Borrowings
On June 27, 2019, the Company entered into a loan agreement with BNP Paribas for its scrubber
retrofit project. The total proceeds of the loan were $11,000,000. The facility carries an interest
rate over LIBOR of 2.00%, a 5-year tenor, and a 4-year repayment profile beginning one year
after drawdown. As a result of the Company’s Aframax vessels (Nissos Schinoussa and Nissos
Therassia) disposal and according to the relevant loan agreement clause, on June 16, 2021, the
Company further retired the amount of $2,750,004 in connection to the said disposal.
The loan agreement includes several ship finance covenants, amongst which are restrictions
as to changes in management and ownership of the vessels, declaration of dividends; further
indebtedness; mortgaging of vessels without the bank’s prior consent and a hull cover ratio as
well as several financial covenants. These mainly consist of:
• A hull cover ratio, being the ratio of a mortgaged vessel’s excess fair market values due to the
scrubber installations over the respective outstanding debt, of no less than the percentage
of 150%.
• Minimum corporate liquidity, being the lesser of $10,000,000, and $500,000 per vessel, in
the form of free and unencumbered cash and cash equivalents.
• A net worth, being the difference between the carrying value of total assets less the carrying
value of total liabilities, being greater than $100,000,000 at all times.
• A ratio of outstanding total liabilities to the carrying value of total assets (adjusted for the
vessel’s fair market value), of no more than 75%.
As at December 31, 2022, the Company was in compliance with its loan covenants.
Long-term debt net of current portion and current portion of long-term borrowings are
analyzed as follows:
LONG-TERM BORROWINGS, CURRENT PORTION
NET OF CURRENT PORTION LONG-TERM BORROWINGS
Outstanding loan balance 343,764 1,374,996
Loan financing fees (1,617) (6,942)
Total 342,147 1,368,054
PARENT COMPANY FINANCIAL STATEMENTSNOTES
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OKEANIS ECO TANKERS
OKEANIS ECO TANKERS 2022 ANNUAL REPORT
The future annual loan repayments are as follows:
FOR THE YEAR ENDED DECEMBER 31, 2022 2021
No later than 1 year 1,374,996 1,374,996
Later than 1 year and no later than 5 years 343,764 1,718,760
Total 1,718,760 3,093,756
Less: Amounts due for settlement within 12 months (1,374,996) (1,374,996)
Long-term borrowings, net of current portion 343,764 1,718,760
13. Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue
as a going concern, ensure that it maintains a strong credit rating and healthy capital ratios in order
to support its business and maximize shareholders value.
14. Subsequent Events
On March 17, 2023, the Company distributed an amount of $1.25 per share, totaling $40.2
million as a return of capital to its shareholders.
PARENT COMPANY FINANCIAL STATEMENTSNOTES
OKEANIS ECO TANKERS
Okeanis Eco Tankers Corp.
c/o OET Chartering Inc.
Ethnarchou Makariou av, & 2 D. Falireos str., 185 47, N. Faliro, Greece
Tel: +30 210480 4200
info@okeanisecotankers.com
www.okeanisecotankers.com
Contact
Iraklis Sbarounis, CFO
ir@okeanisecotankers.com