PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY S.A.

Transcription

1 PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY S.A. Register Number: 51526/01ΑΤ/Β/02/0537 G.E.MI. No HEAD OFFICE: 8 ARTEMIDOS STR., PC , MAROUSI Annual Financial Statements for the Financial Year from 1st January up to 31st December 2014 In accordance with the International Financial Reporting Standards Financial Statements for the Financial Year from 1st January up to 31st December

2 Contents REPORT OF THE BOARD OF DIRECTORS 4 A. Independent Auditor s Report 8 B. Annual Financial Statements 10 Profit and Loss Statement 11 Statement of Total Income 12 Statement of Financial Position 13 Consolidated Statement of Changes in Equity 14 Statement of Changes in Equity of the Parent Company 15 Cash Flow Statement Information about the Group General Information Nature of Activities Structure of the Group Important Events Summary of significant accounting policies Financial Statements preparation framework Changes in accounting principles Consolidation Information per sector Foreign currency conversion Major accounting judgments, estimations and assumptions Financial assets fair value Tangible assets Intangible assets Impairment of Assets Cash and cash equivalents Share capital Income tax & deferred tax Benefits to personnel Grants Provisions and contingent liabilities Recognition of income and expenses Leases Distribution of dividends Employee benefits Restatement of prior periods Financial Statements - Change in accounting policy Compulsory measurement of pollutant emissions Risk management Financial Instruments Financial information per sector Notes on Financial Statements Tangible assets Company goodwill 43 Financial Statements for the Financial Year from 1st January up to 31st December

3 5.3 Intangible assets Participation in associated enterprises Deferred tax Long-term Receivables Total stock Customers and other commercial receivables Other receivables Cash and cash equivalents Share Capital Loan obligations Obligations of personnel benefits Other long-term obligations Provisions Derivative Financial Instruments Suppliers and Other Liabilities Current Tax Liabilities Other Short-term Liabilities Sales Cost of sold items Expenses per class Financial income / expenses Other financial results Income from Associated Enterprises Income Tax Cash flows from operational activities Encumbrances Contingent receivables liabilities Proposed and distributed dividends Undertaken Operating Lease obligations Number of employed personnel Transactions with associated parties Events after the date of the balance sheet 62 ANNEX Ι SEPARATE FINANCIAL STATEMENTS OF THE INTEGRATED UNDERTAKING OF GENERATION AND SUPPLY OF ELECTRICITY 63 Financial Statements for the Financial Year from 1st January up to 31st December

4 REPORT OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY This Annual Report of the Board of Directors relates to the period of the financial year It contains financial information of the Company PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY (hereinafter referred to as the Company ) and its subsidiaries (hereinafter jointly referred to with the Company as the Protergia Group of the Group ) for the financial year 2014 and describes important events that took place during this period, as well as their effect on the financial statements. Furthermore it describes the principal risks and uncertainties that the Protergia Group may deal with the following year. 1. GENERAL REVIEW The two combined cycle power plants with combustible natural gas of the Protergia Group, in Agios Nikolaos, Boeotia of the subsidiary company PROTERGIA THERMOELEKTRIKI AGIOS NIKOLAOS SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY and in Agioi Theodoroi, Corinthia of the subsidiary company KORINTHOS POWER SOCIÉTÉ ANONYME OF GENERATION AND TRADING OF ELECTRICITY operated without any problems throughout the financial year The level of their production reached 778,354 MWh. Due to changes in the market regulatory framework their production was greatly reduced compared with 2013, but it was the highest of all private plants. The Protergia Group also operates, maintains and manages the third power plant with natural gas of MYTILINEOS Group, namely the electricity heat cogeneration plant of ALUMINIUM. All three plants have a total power of 1,214 MW. Furthermore, the plants from Renewable Energy Sources (RES) operated normally during the financial year 2014 with a total production of MW, which was decreased by approximately 14% compared with 2013 due to lower intensity of winds. In implementation of the investment plan of the three-year period from 2014 to 2016 for the construction of RES projects with a total power of 130 MW, 3 wind farms with 52 MW power started being constructed during the financial year and the development of other farms was continued, having power generation licenses of approximately 1,000 MW. As regards the field of International Trade GWh were traded through the Hellenic borders, namely three times the amount compared with In April 2014 the Protergia Group's participation on the retail market was officially announced. The number of personnel at a Group level was increased by 10 persons and it amounted to 177 persons on 31/12/2014 as against 167 on 31/12/2013. FINANCIAL RESULTS The Group s Turnover originates from the Production and sale of Energy of the IPP Boeotia and Corinthia, as well as from the daily energy market, the International Electricity Trade and the Production of RES plants. The financial results of the Parent Company and the Protergia Group are summarized below. The significant reduction in Sales observed at a consolidated level is due to a corresponding reduction of the production of the plants for the reasons mentioned above. Despite this, EBITDA and earnings before tax remained at satisfactory levels, while the significant decrease in earnings after tax, which amounts to 8.9 million, is due to impairments to investments and intangible assets of the Group because of the new valuation thereof. PROTERGIA GROUP SOCIÉTÉ PROTERGIA S.A. SOCIÉTÉ ANONYME ANONYME OF GENERATION AND OF GENERATION AND SUPPLY OF SUPPLY OF ELECTRICITY ELECTRICITY - Parent (Amounts in thousands ) 1/1-31/12/2014 1/1-31/12/2013 1/1-31/12/2014 1/1-31/12/2013 Revenue 168, ,116 8, ,140 Profit before income tax 12,487 14,140 (5,899) (16,739) Profit for the period 1,587 10,397 (8,060) (10,220) Oper.Earnings before income tax,financial results,depreciation and amortization (EBITDA) 74,523 89, ,598 Financial Statements for the Financial Year from 1st January up to 31st December

5 The Group measures its efficiency by making use of the following financial performance indicators used internationally: ROCE (Return on Capital Employed) (earnings before tax to the total Equity and Bank Loans) ROE (Return on Equity) (earnings after tax to the total Equity) In 2014, the profitability of the Total Capital Employed of the Group amounted to 1.75% and the Return on Equity to 0.38%. The indicators stood at 1.9% and 2.5% respectively for the financial year SIGNIFICANT EVENTS DURING THE CLOSING FINANCIAL YEAR DEPA and Gazprom agreement On 25/2/2014 the Ministry of Environment, Energy and Climate Change (YPEKA) announced the intergovernmental agreement between DEPA and Gazprom, which provided for the reduction of the price of natural gas (NG) supplied to the former by the latter. The discount was set at 15% on the price in force until 25/2/2014 with a retroactive application as of 1/7/2013. Pursuant to the above, DEPA respectively reduced the NG selling price which had an overall positive effect on the Group amounting to 10.3 million. Entry in the retail electricity market In 2014, the Group s Company Protergia Thermoelektriki Agios Nikolaos S.A. officially announced the commencement of activities in the retail electricity market in order to provide electricity to businesses, professionals and households, offering competitive prices and reliable services. Issue of a Debenture Loan of Korinthos Power S.A. On 13/11/2014 and pursuant to the provisions of C.L. 2190/1920 and Law 3156/2003, as in force, the Group s Company Korinthos Power S.A. concluded a long-term debenture loan amounting to 155 million, in order to refinance its existing bank debt in relation to the Plant, namely the short-term debenture loan dated 20/07/2010. On 31/12/2014, after capital payments, the debt for the ORD of the company was reduced to 150 million. Change in the pricing of electricity based on Law 4254/2014 (new deal) Pursuant to Law 4254/ Measures of support and development of the Hellenic Economy within the scope of Law 4046/2012 and other provisions the Group, as a RES energy producer, has issued discount-credit vouchers according to the Transactions Tax Reporting Code, and by making use of them the Group granted a discount of 35% on the total value of sold energy in The total effect of 3.5 million for the financial year 2014 was inserted in the Group s financial results and specifically in the account Other Operating Expenses. Participations On 9 January 2014, the 100% subsidiary company of the Group SPIDER ENERGY S.A. acquired the remaining 50% of the companies Aioliki Trikorfa S.A. and Makrinoros S.A. for a consideration of 0.3 million, thus making them 100% subsidiaries of the Group. By means of the unanimous decision dated 02/09/2014 of the Extraordinary General Meeting of shareholders on the dissolution of the Company SHP PEPONIAS S.A., the Company entered into liquidation proceedings because it had failed to fulfill its company purpose regarding the development and operation of a small hydroelectric power plant. Financial Statements for the Financial Year from 1st January up to 31st December

6 3. FINANCIAL RISKS MANAGEMENT The activities of the Protergia Group are subject to financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. The key management policies of financial risks are determined by the Treasury Department of the Company, which operates in cooperation with the treasury management of MYTILINEOS S.A. Group of Companies, within the context of specific guidelines approved by the Management in order to limit the negative impact on the Protergia Group s financial results. It should be emphasized, however, that the systems and risk management policies as such provide reasonable and not absolute security, because on the one hand they are designed to limit the likelihood of occurrence of such risks and to mitigate their effects, without however being able to exclude them. Credit risk The credit risk arises when the failure of the contracting parties to repay their obligations could reduce the amount of future cash inflows on the balance sheet date. The Protergia Group applies procedures and monitors on a continuous basis the order of its receivables. The maturity of the financial receivables of the Protergia Group and the Company on 31 December 2014 and 31 December 2013 respectively is analysed in note 3.1 of the consolidated financial statements. Liquidity risk The liquidity risk is linked to the need for sufficient financing of the activity and development of the Protergia Group. The relevant liquidity needs become the subject matter of management via the meticulous monitoring of debts and long-term financial obligations, as well as payments which are carried out on a daily basis. On 31/12/2014 the Protergia Group presents a temporary negative difference between its Current Assets and Short-term Liabilities amounting to 120 million. It must be noted that the Current Liabilities include debts amounting to million to associated enterprises which are mainly related to the construction of the electricity generation Plants in Corinth ( 20 million) and Agios Nikolaos, Boeotia ( 80.7 million), as well as to the purchase of spare parts. The above is depicted in the financial statements of the Mytilineos Group of Companies, with which the Protergia Group is consolidated and which indicated a positive working capital amounting to 270 million on 31/12/2014, and therefore has the necessary capital structure to ensure sufficient liquidity for its subsidiaries when necessary. In parallel, the Protergia Group management ensures that there are sufficient available credit facilities in order to cover its shortterm business needs, after the calculation of cash inflows arising from its operation, as well as cash and cash equivalents which are kept. The funds for long-term liquidity needs are additionally ensured by an adequate amount of borrowed funds. The maturity of the obligations of the Protergia Group and the Company on 31 December 2014 and 31 December 2013 respectively is analysed in note 3.1 of the consolidated financial statements. Foreign exchange risk The foreign exchange risk emerges when future trade transactions, recognized assets and liabilities are valued in a different currency from the Company s functional currency. The Protergia Group is exposed to foreign exchange risk through its transactions with customers and suppliers in foreign currency mainly due to the natural gas market where prices are denominated in U.S. dollars. In order to deal with and limit the above risk, the Group enters into derivative financial instruments contracts. Interest rate risk The assets of the Company and its subsidiaries which were exposed to interest rate fluctuations are related to cash and cash equivalents. The Company s policy regarding financial assets is to invest cash at floating rates in order to maintain the adequate liquidity, while achieving a satisfactory yield for its shareholders. 4. PROSPECTS FOR THE YEAR 2015 The progress and development of the Group is made within a constantly changing negative environment as regards the country and, above all, the electricity market. Despite this, and given the need for combined cycle power plants so that there is adequate electricity supplied to the country, the perspectives in the medium - long term remain positive. The decrease in the NG supply Financial Statements for the Financial Year from 1st January up to 31st December

7 prices due to the deceleration in oil prices on international markets is expected to strengthen, compared with 2014, the role of the Group in the energy market. An important factor of uncertainty with possible negative effects is that the transitional capacity assurance mechanism expired on 31/12/2014. As regards the new reduced transitional flexibility remuneration mechanism, which shall possibly have a retroactive effect as of 1/1/2015, the public consultation procedures have been completed and the relevant approvals by DG COMP are expected, as well as the adoption of final decisions by RAE, without any apparent political will for the smooth progress of the relevant actions so far. In the RES market there is an ongoing process in order to ensure the necessary bank financing and to collect the aid, as approved by development laws, for the construction of wind farms in accordance with the Group s strategic investment plan. Finally, the Group shall seek to strengthen its position in the electricity supply market through trading and retail sales, which are expected to increase significantly. 5. SIGNIFICANT EVENTS AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE BALANCE SHEET DATE There are no other significant events that relate to the Group and the Company after the financial statements, which shall be required to be mentioned according to the International Financial Reporting Standards (IFRSs). More information and analytical details on the financial position and results of the Group and the Company are mentioned in the notes of the financial statements in accordance with the IFRSs. Evangelos Mytilineos Chairman of the Board of Directors Financial Statements for the Financial Year from 1st January up to 31st December

8 A. Independent Auditor s Report To the Shareholders of the company PROTERGIA S.A. POWER GENERATION & TRADING Report on the Separate and Consolidated Financial Statements We have audited the accompanying Separate and Consolidated financial statements of the Company PROTERGIA S.A. POWER GENERATION & TRADING, and its subsidiaries which comprise the Separate and Consolidated Statement of Financial Position as at December 31, 2014, the Separate and Consolidated Income Statements and Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Separate and Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these Separate and Consolidated financial statements in accordance with International Financial Reporting Standards as adopted by European Union, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these Separate and Consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Separate and Consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Separate and Consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the Separate and Consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the Separate and Consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company s internal control procedures. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Separate and Consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the abovementioned Separate and Consolidated financial statements present fairly, in all material respects, the financial position of the Company PROTERGIA S.A. POWER GENERATION & TRADING and its subsidiaries as at December 31, 2014, and their financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union. Report on Other Legal and Regulatory Requirements We verified the agreement and correspondence of the content of the Board of Directors Report with the abovementioned separate and consolidated financial statements, in the context of the requirements of Articles 43a, 108 and 37 of the Law 2190/1920. Financial Statements for the Financial Year from 1st January up to 31st December

9 Moreover, we have audited unbundled per operation Statement of Financial Position of the Company as at December 31, 2014, as well as unbundled per operations Income Statement before tax for the period from 1 January 2014 until 31 December The aforementioned Statement of Financial Position and Income Statement before tax (hereinafter "unbundled financial statements") were prepared under the responsibility of the Management of the Company PROTERGIA S.A. POWER GENERATION & TRADING in accordance with the provisions of Law 4001/2011 and the No. 204/2013 decision of the Regulatory Authority for Energy regarding the approval of rules for the allocation of Assets and Liabilities, Expenditure and Income, whose unbundling methodology is analytically described in Attachment I of the notes to the financial statements. The audit of the unbundled financial statements mainly includes the determination of whether the Company has properly applied the unbundling allocation rules and whether it has complied with its obligation for the avoidance of discriminations and crosssubsidizations among operations. Based on our audit, we have determined that unbundled per operation Balance Sheets and unbundled per operation Income Statement before tax presented in Attachment I of the notes to the financial statements of the Company have been prepared in accordance with the provisions of Law 4001/2011 and the No. 204/2013 approving decision of the Regulatory Authority for Energy. Athens, 28 April 2015 The Chartered Accountant Manolis Michalios SOEL Reg. No: Financial Statements for the Financial Year from 1st January up to 31st December

10 B. Annual Financial Statements ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED ON DECEMBER 31 ST 2014 IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE E.U. The attached Financial Statements were approved by the Board of Directors of PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY on and they were published by being posted on the internet, under & It is emphasized that the summary financial data and information emerging from the financial statements, which was published in the Press, aim to provide the reader with a general update on the financial position and results of the Company, but do not provide a complete picture of the financial position, financial performance and cash flows of the Company and the Group, according to the International Accounting Standards. Financial Statements for the Financial Year from 1st January up to 31st December

11 Profit and Loss Statement PROTERGIA GROUP SOCIÉTÉ PROTERGIA S.A. SOCIÉTÉ ANONYME ANONYME OF GENERATION AND OF GENERATION AND SUPPLY OF SUPPLY OF ELECTRICITY ELECTRICITY - Parent (Amounts in thousands ) 1/1-31/12/2014 1/1-31/12/2013 1/1-31/12/2014 1/1-31/12/2013 Sales 168, ,116 8, ,140 Cost of sales (116,382) (308,116) (7,483) (124,405) Gross profit 52,152 61, ,735 Other operating income 9,574 3,152 4,475 1,887 Distribution expenses (168) (241) 0 0 Administrative expenses (11,636) (9,471) (4,542) (5,947) Other operating expenses (3,482) (3,548) (62) (69) Earnings before interest and income tax 46,440 50, ,606 Financial income Financial expenses (24,387) (22,885) (382) (5,125) Other financial results (10,093) (14,811) (6,132) (27,302) Share of profit of associates (191) Profit before income tax 12,487 14,140 (5,899) (16,739) Income tax expense (10,900) (3,743) (2,162) 6,519 Profit from continued operations 1,587 10,397 (8,060) (10,220) Profit for the period 1,587 10,397 (8,060) (10,220) Attributable to : Shareholders of the entity (1,630) 7,439 (8,060) (10,220) Non Controlling Interest 3,216 2, Summary of Operating Results from Continued Operations Oper.Earnings before income tax,financial results,depreciation and amortization (EBITDA) 74,523 89, ,598 Earnings before interest and income tax 46,440 50, ,606 Profit before income tax 12,487 14,140 (5,899) (16,739) Profit after tax from continued operations 1,587 10,397 (8,060) (10,220) (A) Det/tion of Accounts: Profits/Losses before income tax, financial results,depreciation and amortization Profit before tax 12,487 14,140 (5,899) (16,740) Plus: Financial Results 33,763 36,935 6,484 32,346 Plus: Investment Results 191 (183) 0 0 Plus: Amortizations 28,083 38, ,992 Profits/Losses before income tax, financial results,depreciation and amortization 74,523 89, ,598 (B) Det/tion of Accounts: Oper. Earnings before income tax, financial results,depreciation and amortization (EBITDA) Profit before tax 12,487 14,140 (5,899) (16,740) Plus: Financial Results 33,763 36,935 6,484 32,346 Plus: Investment Results 191 (183) 0 0 Plus: Amortizations 28,083 38, ,992 Subtotal 74,523 89, ,598 Oper. Profits/Losses before income tax, financial results,depreciation and amortization (EBITDA) 74,523 89, ,598 The attached notes of pages form an integral part of these Financial Statements. Financial Statements for the Financial Year from 1st January up to 31st December

12 Statement of Total Income PROTERGIA GROUP PROTERGIA S.A. SOCIÉTÉ SOCIÉTÉ ANONYME OF ANONYME OF GENERATION AND SUPPLY GENERATION AND SUPPLY OF ELECTRICITY OF ELECTRICITY - Parent 31/12/ /12/ /12/ /12/2013 (Amounts in thousands ) Other Comprehensive Income: Net Profit/(Loss) For The Period 1,587 10,397 (8,060) (10,220) Cash Flow Hedging Reserve (1,655) (136) Deferred tax from Actuarial Gain/ (Loss) Actuarial Gain/ (Loss) (82) (51) (21) 24 Realised Cash Flow Hedging Reserve from PY 388 Total Comprehensive Income For The Period (115) 10,598 (8,077) (10,036) Total comprehensive income for the period attributable to: Shareholders of the Entity (2,670) 7,640 (8,077) (10,036) Non controlling Interest 2,555 2, The attached notes of pages form an integral part of these Financial Statements. Financial Statements for the Financial Year from 1st January up to 31st December

13 Statement of Financial Position PROTERGIA GROUP SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF PROTERGIA S.A. SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY - ELECTRICITY Parent (Amounts in thousands ) 31/12/ /12/ /12/ /12/2013 Assets Non current assets Tangible Assets 558, ,549 2,638 8,784 Goodwill 59,507 59, Intangible Assets 205, ,904 9,272 9,377 Investments in Subsidiary Companies , ,735 Investments in Associate Companies 7,231 8,546 5,733 6,520 Deferred Tax Receivables 12,372 5,496 6,519 2,347 Other Long-term Receivables 425 1, , , , ,944 Current assets Total Stock 18,811 11, Trade and other receivables 81, ,716 1,034 2,419 Other receivables 13,167 13,434 30, ,273 Derivatives Cash and cash equivalents 17,972 18,767 1,312 3, , ,983 33, ,202 Assets 975,323 1,018, , ,146 Liabilities & Equity EQUITY Share capital 5,487 5,487 5,487 5,487 Share premium 263, , , ,147 Other reserves 67,942 69, Retained earnings 23,061 15,471 2,499 5,507 Equity attributable to parent's shareholders 359, , , ,347 Non controlling Interests 56,359 53, EQUITY 416, , , ,347 Non-Current Liabilities Long-term debt 222, ,966-4,750 Deferred tax liability 70,431 54,143 27,443 21,239 Liabilities for pension plans Other long-term liabilities 13,931 6,829-0 Non-Current Liabilities 307, ,198 27,613 26,138 Current Liabilities Trade and other payables 142, , Tax payable 5,534 6, ,587 Short-term debt 46,424 38,014 2,000 - Current portion of non-current liabilities 27, , Derivatives 3, Other payables 26,828 16,551 16,999 5,721 Current Liabilities 251, ,154 19,572 8,662 LIABILITIES 559, ,352 47,185 34,800 Liabilities & Equity 975,323 1,018, , ,146 The attached notes of pages form an integral part of these Financial Statements. Financial Statements for the Financial Year from 1st January up to 31st December

14 Consolidated Statement of Changes in Equity PROTERGIA GROUP SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY (Amounts in thousands ) Share capital Share premium Other reserves Retained earnings Total Non controlling Interests Total Opening Balance 1st January 2013,according to IFRS -as published- 5, ,680 (138) (5,273) 366,756 50, ,352 Change In Equity Dividends Receives Transfer of Intangible Assets Impairment to Reserves 0 (13,508) 0 13, Transfer To Reserves (266) (216) 0 (216) Impact of taxation rate change 0 (11,942) 0 0 (11,942) 0 (11,942) Treasury Stock Sales/Purchases Impact From Acquisition Of Share In Subsidiaries (36) (36) 0 (36) Impact From Transfer Of Subsidiary Increase / (Decrease) Of Share Capital Impact From Merge Through Acquisition Of Subsidiary 0 (69,151) 69, Transactions With Owners 0 (94,601) 69,201 13,305 (12,095) 0 (12,095) Net Profit/(Loss) For The Period ,439 7,439 2,958 10,397 Other Comprehensive Income: Cash Flow Hedging Reserve Actuarial Gain/(Loss) 0 0 (51) 0 (51) 0 (51) Total Comprehensive Income For The Period ,439 7,640 2,958 10,598 Closing Balance 31/12/2013 5, ,079 69,264 15, ,301 53, ,855 Opening Balance 1st January 2014,according to IFRS -as published- 5, ,079 69,264 15, ,301 53, ,855 Change In Equity Dividends Receives Transfer To Reserves 0 0 (282) 246 (36) 0 (36) Treasury Stock Sales/Purchases Impact From Acquisition Of Share In Subsidiaries Impact From Transfer Of Subsidiary Increase / (Decrease) Of Share Capital Impact From Merge Through Acquisition Of Subsidiary Transactions With Owners 0 0 (282) Net Profit/(Loss) For The Period (1,630) (1,630) 3,216 1,587 Transfer of Participating Interests Impairment to Reserves 0 (8,707) 0 8, Other Comprehensive Income: Cash Flow Hedging Reserve 0 0 (998) 0 (998) (657) (1,655) Deferred Tax from Actuarial Gain/(Loss) Actuarial Gain/(Loss) 0 0 (77) 0 (77) (5) (82) Total Comprehensive Income For The Period 0 (8,707) (1,040) 7,077 (2,670) 2,555 (115) Closing Balance 31/12/2014 5, ,372 67,942 23, ,861 56, ,220 The attached notes of pages form an integral part of these Financial Statements. Financial Statements for the Financial Year from 1st January up to 31st December

15 Statement of Changes in Equity of the Parent Company PROTERGIA S.A. SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY - Parent (Amounts in thousands ) Share capital Share premium Other reserves Retained earnings Total Opening Balance 1st January 2013,according to IFRS -as published- 5, ,360 (146) (4,377) 371,324 Change In Equity Transfer To Reserves (168) 0 Intangible Assets' Impairment Transfer to Reserves 0 (20,272) 0 20,272 0 Impact from Tax rate change 0 (11,942) 0 0 (11,942) Transactions With Owners 0 (32,214) ,104 (11,942) Net Profit/(Loss) For The Period (10,220) (10,220) Other Comprehensive Income: Cash Flow Hedging Reserve Share in the other comprehensive income of associates Actuarial Gain/(Loss) Total Comprehensive Income For The Period (10,220) (10,036) Closing Balance 31/12/2013 5, , , ,347 Opening Balance 1st January 2014,according to IFRS -as published- 5, , , ,347 Change In Equity Transfer To Reserves 0 0 (168) Transactions With Owners 0 0 (168) Net Profit/(Loss) For The Period (8,060) (8,060) Transfer of Participating Interests Impairment to Reserves 0 (4,885) 0 4,885 0 Other Comprehensive Income: Share in the other comprehensive income of associates Deferred tax from Actuarial Gain/(Loss) Actuarial Gain/(Loss) 0 0 (21) 0 (21) Total Comprehensive Income For The Period 0 (4,885) (16) (3,175) (8,077) Closing Balance 31/12/2014 5, , , ,269 The attached notes of pages form an integral part of these Financial Statements. Financial Statements for the Financial Year from 1st January up to 31st December

16 Cash Flow Statement PROTERGIA GROUP SOCIÉTÉ ANONYME OF PROTERGIA S.A. SOCIÉTÉ ANONYME OF GENERATION GENERATION AND SUPPLY OF ELECTRICITY AND SUPPLY OF ELECTRICITY - Parent (Amounts in thousands ) 1/1-31/12/2014 1/1-31/12/2013 1/1-31/12/2014 1/1-31/12/2013 Cash flows from operating activities Cash flows from operating activities 52,115 20,630 81,485 (31,554) Interest paid (20,798) (23,943) (53) (5,125) Taxes paid (2,934) (1,462) (2,323) (1) Net Cash flows continuing operating activities 28,383 (4,775) 79,109 (36,680) Net Cash flow from continuing and discontinuing investing activities Purchases of tangible assets (24,836) (22,541) (865) (9,131) Purchases of intangible assets (648) (1,034) (13) (185) Sale of tangible assets 7, , Dividends received Acquisition /Sale of subsidiaries (89,927) (9,539) Interest received Net Cash flow from continuing investing activities (17,944) (22,549) (83,306) (18,440) Net Cash flow continuing and discontinuing financing activities Tax payments (36) (216) - - Proceeds from borrowings 164, ,452 2,000 4,750 Repayments of borrowings (175,290) (75,611) - (3,855) Other Net Cash flow continuing financing activities (11,234) 31,625 2, Net (decrease) / increase in cash and cash equivalents (795) 4,300 (2,197) (54,225) Cash and cash equivalents at beginning of period 18,767 14,468 3,509 (71,195) Other cash flows from Sector Spin - Off 128,930 Net cash at the end of the period 17,972 18,767 1,312 3,509 The attached notes of pages form an integral part of these Financial Statements. The Financial Statements of the financial year 2013 have been retrospectively adjusted (note 2.21). Financial Statements for the Financial Year from 1st January up to 31st December

17 1. Information about the Group 1.1 General Information The company PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY (hereinafter referred to as PROTERGIA S.A. or the Company) was incorporated under the company name ENERTEK TECHNICAL AND COMMERCIAL ENERGY SOCIÉTÉ ANONYME and the distinctive title ENERTEK S.A. in virtue of the notarial deed no / by the Notary of Eleusis, Athena P. Moscona, and the corrective notarial deed no / by the same Notary under the provisions of C.L. 2190/1920. ENERTEK S.A. received the authorization for its incorporation and the approval of its Articles of Association by means of the approval decision no. 667/ by the West Attica Prefect, which was published in the Official Government Gazette Issue on Public and Private Liability Companies no. 2634/ In the year 2007 and under decision no. 5653/ by the Prefect of Athens, following a resolution of the General Meeting of Shareholders of the company on , Article 1 of the Articles of Association of ENERTEK S.A. was amended in accordance with which the name of the Company was changed into ENDESA HELLAS POWER GENERATION AND SUPPLY SOCIÉTÉ ANONYME with the distinctive title ENDESA HELLAS S.A.. This was published in the Official Government Gazette Issue on Public and Private Liability Companies no. 3881/ In the same year, under decision no / by the Prefect of Athens, it was approved to merge the companies MYTILINAIOS POWER GENERATION AND SUPPLIES SOCIÉTÉ ANONYME, with the distinctive title MYTILINEOS - POWER GENERATION AND SUPPLIES S.A., and MYTILINAIOS RENEWABLE ENERGY SOURCES SOCIÉTÉ ANONYME, with the distinctive title Mytilineos S.A. R.E.S., by absorption by the company ENDESA HELLAS S.A. according to the provisions of Articles of C.L. 2190/1920, On Sociétés Anonymes and the provisions of Law 2166/1993, the reports dated by the certified auditor Ant. Prokopidis and the notarial deed of the merger agreement no. 6317/ by the Athens Notary, Maria Stavrianou. The merger approval was published in the Official Government Gazette on under OGG no In the year 2008 and by means of the Sociétés Anonymes Merger Agreement draft dated the company DELTA RENEWABLE ENERGY SOURCES SOCIÉTÉ ANONYME was merged by absorption by the company ENDESA HELLAS S.A. in accordance with the provisions of Articles 68 par. 2 and 69 to 77 of C.L. 2190/1920 and the provisions of Articles 1 to 5 of Law 2166/1993. This draft was published in the Official Government Gazette Issue on Public and Private Liability Companies no. 6281/ On 2/7/2010 the company MYTILINEOS S.A. GROUP OF COMPANIES became the sole shareholder in ENDESA HELLAS POWER GENERATION AND SUPPLY SOCIÉTÉ ANONYME which was renamed into PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY by means of the decision no. EM-20678/ by the Prefect of Athens, which approved the amendment of Article 1 of its Articles of Association. This decision was published in the Official Government Gazette Issue on Public and Private Liability Companies no. 9737/ The registered head office of the Company and the Group is located in Marousi, Attica, 8 Artemidos Str. P.C These financial statements of the Group and the Company for the period which ended in 31 December 2014 were approved by the Board of Directors on and they are subject to final approval by the Annual General Meeting. 1.2 Nature of Activities The purposes of the Company are: a) the design, construction, operation, maintenance, management and operation in Greece and abroad of power generation stations (own or third party) from each source in general, including power plants fuelled by natural gas, lignite, coal, nuclear energy, wind farms, hydroelectric plants, photovoltaics, as well as electricity heat cogeneration plants; b) the overall acquisition and transfer (including the purchase and sale) of electricity and heat, as well as the acquisition and transfer (including the purchase and sale) of rights of greenhouse gases emissions, in Greece and abroad, and in general the performance of any transaction in any market, whose subject matter are the abovementioned activities; c) the acquisition (including the purchase), storage, gasification, transportation, distribution and transfer (including sale) of natural gas (liquefied or not) to third parties, which gas is derived from domestic fields or imported from abroad, and in general the performance of any transaction whose subject matter is natural gas (liquefied or not); d) the construction, operation and exploitation of infrastructure for electrical connectivity, transmission and distribution of electrical energy and the facilitation of energy trade; e) the provision to any third party of administrative assistance services, consulting services (indicatively collection of information and market research), particularly in relation to the production and exploration and in general to the sectors of electricity, fuels Financial Statements for the Financial Year from 1st January up to 31st December

18 and the rights of greenhouse gases emissions, as well as the provision of power plants management services (including the management and operation of electricity and rights of greenhouse gases emissions and fuels, as well as technical issues); f) the construction, import, acquisition (by domestic or foreign natural or legal persons), rent, lease, sublease and in general exploitation of immovable property (including lignite coal mines) and movable property (including machinery, electrical and mechanical equipment, components, space parts and vehicles of all kinds) in Greece and abroad, regardless of whether they are intended to promote the other purposes of the company or not. In pursuit of its above purposes, the Company may: a) participate in companies of any kind and legal form, established or to be established both in Greece and abroad (even by purchase of shares and other securities through stock transactions), as well as in joint ventures; b) establish new enterprises which shall have similar or related purposes; c) cooperate in any convenient manner with natural or legal persons who are pursuing similar or related purposes; d) represent any domestic or foreign companies which have the same or similar purposes, or their products; e) implement by appropriate investments all aforementioned purposes and activities; f) conclude loan contracts, guarantee and in general provide securities in favour of all the above, as well as in favour of any third natural or legal person or joint venture; g) participate in the wholesale and retail electricity market, in the capacity availability market and mechanisms and in general it may be active in any sector relevant to the aforementioned. Financial Statements for the Financial Year from 1st January up to 31st December

19 1.3 Structure of the Group The structure of the PROTERGIA Group on is as follows: Financial Statements for the Financial Year from 1st January up to 31st December

20 1.4 Important Events DEPA and Gazprom agreement On 25/2/2014 the Ministry of Environment, Energy and Climate Change (YPEKA) announced the intergovernmental agreement between DEPA and Gazprom, which provided for the reduction of the price of natural gas (NG) supplied to the former by the latter. The discount was set at 15% on the price in force until 25/2/2014 with a retroactive application as of 1/7/2013. Pursuant to the above, DEPA respectively reduced the NG selling price which had an overall positive effect on the Group amounting to 10.3 million. Entry in the retail electricity market In 2014, the Group s Company Protergia Thermoelektriki Agios Nikolaos S.A. officially announced the commencement of activities in the retail electricity market in order to provide electricity to businesses, professionals and households, offering competitive prices and reliable services. Issue of a Debenture Loan of Korinthos Power S.A. On 31/03/2014 and pursuant to the provisions of C.L. 2190/1920 and Law 3156/2003, as in force, the Group s Company Korinthos Power S.A. concluded a long-term debenture loan amounting to 155 million, in order to refinance its existing bank debt in relation to the Plant, namely the short-term debenture loan dated 20/07/2010. On , after capital payments, the debt for the ORD of the company was reduced to 150 million. Change in the pricing of electricity based on Law 4254/2014 (new deal) Pursuant to Law 4254/ Measures of support and development of the Hellenic Economy within the scope of Law 4046/2012 and other provisions the Group, as a RES energy producer, has issued discount-credit vouchers according to the Transactions Tax Reporting Code, and by making use of them the Group granted a discount of 35% on the total value of sold energy in The total effect of 3.5 million for the financial year 2014 was inserted in the Group s financial results and specifically in the account Other Operating Expenses. Participations On 9 January 2014, the 100% subsidiary company of the Group SPIDER ENERGY S.A. acquired the remaining 50% of the companies Aioliki Trikorfa S.A. and Makrinoros S.A. for a consideration of 0.3 million, thus making them 100% subsidiaries of the Group. By means of the unanimous decision dated 02/09/2014 of the Extraordinary General Meeting of shareholders on the dissolution of the Company SHP PEPONIAS S.A., the Company entered into liquidation proceedings because it had failed to fulfil its company purpose regarding the development and operation of a small hydroelectric power plant. Financial Statements for the Financial Year from 1st January up to 31st December

21 2. Summary of significant accounting policies The Financial Statements have been prepared under the accounting policies set out by the IFRSs which were implemented at the end of the preparation financial year (31 December 2014). All newly revised or issued Standards and interpretations applicable to the Company and in force on 31 st December 2014 were taken into account in order to prepare the financial statements for the current financial year to the extent that they were applicable. The most significant accounting policies which have been applied when preparing these Financial Statements are presented below. 2.1 Financial Statements preparation framework The consolidated financial statements and the financial statements of the parent company PROTERGIA SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY on 31 December 2014 covering the entire financial year 2014 have been drawn up based on the principle of historic cost as amended through the adjustment of specific assets and liabilities in current values, the principle of going concern and they comply with the International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB), as well as with their interpretations, as issued by the IFRS Interpretations Committee and adopted by the European Union. The attached separate financial statements are drafted in accordance with C.L. 2190/1920 as in force. The presentation currency is Euro (the currency of the registered head office s country of the Protergia Group Parent Company) and all amounts are denominated in thousands of Euros, unless otherwise stated. The preparation of the financial statements according to the IFRSs requires the use of accounting estimates and judgments by the management when applying the Group s accounting policies. Significant assumptions by the management for the application of the Company s accounting policies have been emphasized where deemed appropriate. It is noted that the Company s financial statements are consolidated by MYTILINEOS S.A. - GROUP OF COMPANIES, with registered head office in Marousi, Attica, by using the full consolidation method Changes in accounting principles The accounting policies used to draft the Financial Statements of the financial year 2013 were used to draft these Financial Statements as well, after being adjusted to the new Standards and revisions required by the IFRSs for financial years which began on 1 st January New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union The following amendments and interpretations of the IFRSs have been issued by IASB and their application is mandatory from or after 01/01/2014. IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures (effective for annual periods beginning on or after 01/01/2014) In May 2011, IASB issued three new Standards, namely IFRS 10, IFRS 11 and IFRS 12. IFRS 10 Consolidated Financial Statements sets out a new consolidation method, defining control as the basis under consolidation of all types of entities. IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation Special Purpose Entities. IFRS 11 Joint Arrangements sets out the principles regarding financial reporting of joint arrangements participants. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities Non-Monetary Contributions by Venturers. IFRS 12 Disclosure of Interests in Other Entities unites, improves and supersedes disclosure requirements for all forms of interests in subsidiaries, under common audit, associates and non-consolidated entities. As a result of these new standards, IASB has also issued the revised IAS 27 entitled IAS 27 Separate Financial Statements and revised IAS 28 entitled IAS 28 Investments in Financial Statements for the Financial Year from 1st January up to 31st December

22 Associates and Joint Ventures. The Company/Group has assessed the impact of the above on the consolidated/company s Financial Statements. Transition Guidance: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities (Amendments to IFRS 10, IFRS 11 and IFRS 12) (effective for annual periods beginning on or after 01/01/2014) In June 2012, IASB issued Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12) to clarify the transition guidance in IFRS 10 Consolidated Financial Statements. The amendments also provide additional transition relief in IFRS 10, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Furthermore, for disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information. The Company/Group has assessed the impact of the above on the consolidated/company s Financial Statements. Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) (effective for annual periods beginning on or after 01/01/2014) In October 2012, IASB issued Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27). The amendments apply to a particular class of business that qualifies as investment entities. The IASB uses the term Investment Entity to refer to an entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. An investment entity must also evaluate the performance of its investments on a fair value basis. Such entities could include private equity organizations, venture capital organizations, pension funds, sovereign wealth funds and other investment funds. The Investment Entities amendments provide an exception to the consolidation requirements in IFRS 10 and require investment entities to measure particular subsidiaries at fair value through profit or loss, rather than consolidate them. The amendments also set out disclosure requirements for investment entities. The amendments do not affect the consolidated/company s Financial Statements. Amendments to IAS 32 Financial Instruments: Presentation Offsetting financial assets and financial liabilities (effective for annual periods beginning on or after 01/01/2014) In December 2011, IASB issued amendments to IAS 32 Financial Instruments: Presentation, which provides clarification on some requirements for offsetting financial assets and liabilities in the statement of financial position. The amendments do not affect the consolidated/company s Financial Statements. Amendments to IAS 36 Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets (effective for annual periods beginning on or after 01/01/2014) In May 2013, IASB issued amendments to IAS 36 Impairment of Assets. These narrow-scope amendments address the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. The Company/Group has assessed the impact of the above on the consolidated/company s Financial Statements. Amendments to IAS 39 Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting (effective for annual periods beginning on or after 01/01/2014) In June 2013, IASB issued amendments to IAS 39 Financial Instruments: Recognition and Measurement. The narrow-scope amendments will allow hedge accounting to continue in a situation where a derivative, which has been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of laws or regulation, if specific conditions are Financial Statements for the Financial Year from 1st January up to 31st December