TABLE OF CONTENTS HELLENIC CABLES Group at a glance…. 1 1. Message from the General Manager 2 2. HELLENIC CABLES Group 4 3. History 4 4. Vision - Mission - Values 5 5. Philosophy and Strategy 6 6. Human Resources 7 7. Corporate Responsibility and Sustainable Development 8 8. Products 10 9. Customers and Sales Network 15 10. Plants and Manufacturing Process 16 11. Production process 18 12. Group Key Financial Data 20 13. Share performance 22 14. Main Holdings 23 14.1 ICME ECAB S.A. 23 14.2 FULGOR S.A. 24 15. Board of Directors and Company Management 27 16. Notice of General Meeting of Shareholders 29 HELLENIC CABLES S.A. ANNUAL REPORT 2012
HELLENIC CABLES Group at a glance…
• The largest cable manufacturer in SE Europe,
with 5 plants,
1,288 employees
exports to more than 50 countries
(in million euro) 2007 2008 2009 2010 2011 2012 Turnover 406.5 358.3 241.6 351.8 414.6 439.3 EBITDA 34.9 14.4 11.1 13.2 20.9 10.7 EBITDA Margin 8.6% 4.0% 4.6% 3.8% 5.0% 2.4% Earnings Before Tax (EBT) 20.4 (1.8) (0.2) 0.6 3.6 (13.3) Earnings after taxes 16.1 (1.0) (1.2) 0.4 3.3 (11.2) and minority interest Net borrowing 134.1 95.5 83.3 102.4 151.8 150.1
Bank loans to Working capital Total Assets to Sales
49 % 49 % 44 % 44 % 41 % 40 %
32 % 31 % 28 % 25 %
2008 2009 2010 2011 2012 2008 2009 2010 2011 2012
Liquidity ratio Investments (euro million)
15.0
12.2 12.4 2.09 1.82 8.1 1.40 1.25 1.08 5.4
2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 1. Message from the General Manager
2012 was a very challenging year for HELLENIC CABLES Group. The consolidated turnover rose by 6% The macroeconomic uncertainty resulted in adverse market conditions. In the European Union the recession was expanded to the energy sector since many with international investments were suspended due to the lack of liquidity, while the subsidies sales increasing for renewable energy projects, mainly wind farms and solar parks, were by 11.5%. significantly curtailed. The construction activity remained sluggish, while additional contraction was recorded in many markets.
Against this background of negative developments, the reorganization of FULGOR continued unabated. Significant upgrade plans involving the existing equipment were implemented, resulting in reduced production cost and increased productivity. Medium-voltage submarine cables for domestic and international customers were produced in 2012, while the copper and aluminium wire rod mills started operating at full capacity in the second half of the year.
2012 also saw the launch of the major investment plan of euro 50 million for the manufacture of high-voltage submarine cables in FULGOR's plant. In order to respond to the technical requirements of these advanced-technology Significant upgrade products, HELLENIC CABLES has entered into a know-how transfer agreement plans involving the with VISCAS, one of the leading manufacturers of submarine cables and existing equipment subsidiary of the Japanese FUJIKURA and FURUKAWA. Once this investment is completed, HELLENIC CABLES will be one of the few manufacturers of high- were implemented, voltage submarine cables globally. resulting in reduced production cost The consolidated turnover rose by 6% with international sales increasing by 11.5%. However, the increased competition and the costs incurred due to the and increased reorganization of FULGOR had an impact on the Group’s results. Consolidated productivity. earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to euro 10.7 million compared to euro 20.9 million in 2011, 2 HELLENIC CABLES S.A. ANNUAL REPORT 2012
registering a 49% drop. The postponement of important orders and highly profitable projects had an additional negative effect on the results. Pre-tax results amounted to losses of euro 13.3 million compared to profits of euro 3.6 million in 2011, while post-tax results stood at losses of euro 11.2 million or euro 0.387 per share.
Despite the negative financial results, the Group’s net borrowing was The major invest - decreased to euro 150 million compared to euro 152 million in 2011, as a result ment plan of euro 50 of our efforts to boost the fundamental financials, even though euro 15 million was disbursed for investments. The improvement of the working capital, which million designed for decreased to 25% of sales compared to 29% in 2011, and especially the drop the manufacture of in inventories contributed to such decrease in borrowings. high-voltage
Moreover, 2012 saw considerable progress along the lines of HELLENIC submarine cables in CABLES’s long-term strategy. The companies of the Group were homologated FULGOR's plant was by major European energy utilities, while sales to the existing customers of the launched in 2012. sector rose. The product portfolio was enriched with new product categories such as medium-voltage submarine cables, extra high voltage underground cables and low-sag high-temperature conductors (ACSS-TW). Additionally, the strategic partnerships we developed enabled us to provide our customers with integrated solutions, whether they concern the design and installation of cables onshore and offshore or components and support services. At the same time, sales outside Europe increased and the foundations were laid for further expansion to markets exhibiting signs of growth.
2013 finds the Group in a transitory phase amid considerable investment plans and expansion projects to new markets and products since the Group lays the foundations for its future growth and prosperity. Unfortunately the adverse market conditions and overall uncertainly make any financial forecasts difficult. Nevertheless, we remain optimist about the future prospects of HELLENIC CABLES.
Finally, we feel compelled to emphasize yet again HELLENIC CABLES’s dedication to the principles of Corporate Responsibility and Sustainable Development, both in our long-term strategy and our everyday activities. Special reference should be made to the Group’s personnel who have been the cornerstone of its performance to date and are considered essential for any future success. An example of the focus on the prosperity of our personnel lies in the certification of the Health and Safety management systems of all plants in Greece according to OHSAS 18001:2007 standard.
Alexios Alexiou General Manager
3 2. HELLENIC CABLES Group
HELLENIC CABLES Group is the largest cable industry in Greece and owns five production plants, four in Greece and one abroad. It is an export oriented Group with a significant commercial presence in international markets.
Since its establishment, the Company has focused on incorporating cutting-edge technologies and aims to manufacture competitive products destined for the international markets. The Group’s plants manufacture a wide range of products including power and telecommunications cables, enamelled wires, copper wires and compounds.
The main subsidiaries of HELLENIC CABLES are FULGOR, which manufactures power cables and 8mm copper wires, and ICME ECAB, a power and telecommunications cables’ manufacturer.
HELLENIC CABLES S.A. is listed in the Athens Stock Exchange since 1994.
3. History
Acquisition of Listing in the Main SIEMENS’ share in Market of Athens TELECABLES S.A. Incorporation of Stock Exchange HELLENIC CABLES (ASE) 2001 2000 1999 1950 1973 1991 1994 Acquisition of environmental Acquisition of management Cable production by Production of fibre-optic majority compliance VIOHALCO cables in cooperation shareholding in certificate ISO with SIEMENS ICME ECAB S.A. 14001 Incorporation of TELECABLES S.A.
4 HELLENIC CABLES S.A. ANNUAL REPORT 2012
4. Vision - Mission - Values
The vision of HELLENIC CABLES consists of contributing to the improvement of the end consumer’s quality of life, through the manufacture of reliable and safe products with advanced and environmentally friendly technologies.
Our mission is to respond swiftly to the needs of our customers around the world by constantly improving our products and services, laying emphasis on the development of our human resources, on our corporate and social responsibility and on the value creation for our shareholders and partners.
The values of our Company which guide all our internal and external activities both at individual and at col - lective level are:
• Respect for environment and people • Knowledge, competence and professional conduct • Honesty, integrity and prudence • Team spirit and collaborative attitude • Action and results orientation
Launch of an investment plan of euro 50 million for the Received Received the manufacture of high- "Committed to "Recognised for voltage submarine Excellence" Excellence 3 star” cables in FULGOR award by the award by the Acquisition of European European compliance certificate First order for Foundation for Foundation for involving Health and Holding in ICME High Voltage Quality Quality Safety management ECAB S.A. rises cables Management Management to 98.6% system OHSAS 18001
2006 2007 2003 2004 2008 2002 2009 2011 2012
Operation of LSF Operation of a Completion of a flame-retardant new production Acquisition of new plant in mixtures units line for 400kV FULGOR Thiva high and extra- First order high voltage for Extra High cables Voltage cables
5 5. Philosophy and Strategy
HELLENIC CABLES Group is operating in a thoroughly competitive environment, both in Greece and abroad. Its long-standing success has been attained through the high quality and competitiveness of its products and also its focus on the core principles of business excellence:
Developing Adding Value Creating a Sustainable Harnessing Creativity Organisational for Customers Future & Innovation Capability
Leading with Vision, Succeeding through Sustaining Outstanding Managing with Agility Inspiration & Integrity the Talent of People Results
Operating in an ever-changing environment, the Group has set the following strategic priorities in order to implement its long-term business plan:
• Utilise new investments by focusing on high added value products such as high and extra-high voltage cables, as well as submarine cables, which are less vulnerable to current economic developments. • Strong export orientation doubled by selective expansion, focusing on countries where investments in energy and telecommunication networks and major investments in renewable energy sources are made. • Increase sales to utilities, which exhibit more steady demand and better prospects. • Improve competitiveness through reduced costs, more optimized management of inventories, improved production flexibility. • Improve liquidity mainly through reduction of working capital requirements, entailing reduced borrowing and conservative cash flow planning so as to enable the Company to take advantage of any opportunities and tackle the adversities of financial markets. • Focus on human resources and corporate social responsibility as arising from the adoption of the code of principles on Sustainable Development issued by the Board of the Hellenic Federation of Enterprises (SEV) on Sustainable Development (for more details, please refer to the Report on Corporate Responsibility and Sustainable Development).
6 HELLENIC CABLES S.A. ANNUAL REPORT 2012
The Company places great emphasis on the lifelong education and training of its human resources, which are the Company’s most important asset and thus invests considerable funds in this direction every year.
6. Human Resources
HELLENIC CABLES lays particular emphasis on human resources and invests considerable funds in the ongoing training and safety of its personnel, as exhibited by the certification of the Health and Safety management systems of all plants in Greece according to OHSAS 18001:2007 standard.
The Company places great emphasis on the lifelong education and training of its personnel, which are the Company’s most important asset and thus invests considerable funds in this direction every year. New technologies and current business administration practices and tools are taught in seminars attended by the Company’s executives, which are organized by universities and specialized institutions in Greece and abroad. Thus, the Company enriches its knowledge and skills, while at the same time opening up new career opportunities for its employees. Aiming at the ongoing improvement of its executives, HELLENIC CABLES also finances postgraduate programs, thus enabling them to expand their knowledge and ensure their overall development in the Company.
In 2012, the personnel employed in the entire Group included 1,288 employees, increased by approximately 1%.
The Company’s human resources are further detailed in the report on corporate responsibility and sustainable development.
7 7. Corporate Responsibility and Sustainable Development
HELLENIC CABLES acknowledges that Corporate Responsibility is the only way towards Sustainable Development. In 2012, the Company published its CSR and Sustainable Development Policy, disclosing the commitments it has undertaken per Corporate Responsibility area. These commitments cover all the sectors related to ethical and responsible business conduct:
• Corporate Governance and Economic Growth • Human Resources • Marketplace (customers, partners and suppliers) • Environment • Local Community
Corporate Responsibility Axes
Economic Development and sound Corporate Governance The objectives of strengthening the financial position and further growth of HELLENIC CABLES are the driving force behind the decisions and strategic choices of the Company. The principles for responsible operation, respect for its stakeholders’ needs, for the environment and transparency in every aspect of its activities - constitute the framework, under which any decision on the future of HELLENIC CABLES is made.
For HELLENIC CABLES, protection of all its stakeholders’ interests is a commitment, which is achieved through selection of appropriate corporate governance principles and practices. Through the decisions taken at both strategic and operational level, HELLENIC CABLES seeks to promote the concept of business ethics, to ensure transparency of its operations and facilitate alignment of the Company's management with its stakeholders’ interests.
8 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Responsibility in the Marketplace HELLENIC CABLES has been operating dynamically in the domestic and international market. The Company's objective is to provide high quality products and integrated services that are reliable, meet the customers’ expectations and particular requirements and respond to the needs and challenges of modern technology. In order to achieve its objectives and facilitate its expansion into new markets, the Company continuously invests in developing new products and services. In 2012 a major investment plan was launched aimed at producing high-voltage submarine cables, thus greatly enriching the Company’s portfolio of high added value products.
Responsibility for Employees At HELLENIC CABLES people play the major role in its growth. In recognition of their contribution, the Company is committed to their continuous improvement and strengthening. In line with the aforementioned commitment, the Company has developed Human Resource Policies and implemented procedures that enable its employees’ professional skills and qualifications enhancement.
HELLENIC CABLES promotes the development of a positive work environment, welcomes constructive cooperation and encourages its employees to adopt attitudes characterized by responsibility, honesty, integrity, fairness, courtesy towards colleagues, customers, partners, suppliers and members of the local community.
Caring for Occupational Health and Safety Maintaining a healthy and safe environment is a top priority for HELLENIC CABLES. To ensure comprehensive management of occupational health and safety issues, a Health and Safety Management System has been developed. As a result of its ongoing target for continuous improvement of the management of Health and Safety issues, HELLENIC CABLES Health and Safety Management System was certified according the requirements of the international standard OHSAS 18001:2007. This certification actually confirms the importance we place on this particular sector.
Caring for the Environment Environmental protection is a key concern of HELLENIC CABLES. For this reason the Company annually implements significant investments in order to continuously reduce its impact on the natural environment. In 2012, as part of its Environmental Policy, HELLENIC CABLES incurred an expenditure of euro 183,000 for environmental protection. The Company applies to all its plants an integrated Environmental Management System, which has been certified according to the international standard ISO 14001:2004.
Responsibility for Society HELLENIC CABLES considers important the contribution to the society and undertakes a wide range of initiatives supported by both the Company’s employees and management. The Company’s objective is to contribute to the development of the society and particularly to creating added value for the local communities, in which it operates. The actions, through which HELLENIC CABLES makes efforts to bolster local communities, pertain to Local Employment, Local Economy and Volunteerism.
Detailed information about the Company's corporate responsibility activities per each CSR axis is presented in the HELLENIC CABLES CABLEL 2012 Corporate Responsibility and Sustainable Development Report, which is a separate section of this Report.
9 8. Products
HELLENIC CABLES S.A. produces all types of power cables, aerial copper and aluminium conductors, (copper and optical) telecommunications cables, plastic and rubber compounds as well as winding wires, and is the sole producer of such wires in Greece. In brief, the Company’s product categories are:
Power cables • Telephone exchange cables • Indoor installation cables • Data transmission tables • Control cables • High-frequency telephone cables • Industrial and outdoor installation cables • Fire-retardant, fire-resistant, halogen-free cables • Optical fibre cables • Medium voltage cables (single-mode and multi-mode) • High and Extra-High Voltage cables (up to 400kV) • Underground dielectric cables, in tubes • Cu (grounding), Al, ACSR conductors • Underground directly buried cables • Marine cables (steel reinforcement) • Medium voltage submarine cables • Indoor installation LSZH cables • Underground dielectric anti-rodent cables Telecommunication and data transmission • Aerial installation cables (8-shaped or ADSS) cables • Submarine cables • Copper conductor cables • Gauging and control cables • Signalling and railway signalling cables • Conventional telephone cables
10 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Enamelled wires • Motors - generators • Enamelled winding wires for electric motors and trans - • Small motors formers • Relays - coils • Copper wires for grounding and box can manufacture • Self-supporting windings - resistance to varnish im - pregnation Plastic and rubber compounds • PVC-based plastics Compounds • Polyolefin-based plastics • Cable industry • Rubbers • Production of soft water pipes • Production of flexible spiral pipes Main Company product applications: • Production of hard flexible pipes for electrical applica - tions Cables • Rubber and plastic soles • Buildings • Flexible elastic and plastic profiles • Outdoor installations and industrial applications • Transmission and distribution networks All products are sold in the international and Greek mar - • Installations with special requirements kets under the patented trade mark CABLEL. The Com - • Ship and marine applications pany is well-known in foreign markets and its orientation • Telecommunications and data transmission networks towards exports is a strategic choice made by the Man - • Renewable energy sources agement as shown by the large quantities of cables and enamelled wires sold abroad. Enamelled Wires • Transformers
11 Submarine cables HELLENIC CABLES manufactures medium-voltage and fibre-optic submarine cables in the facilities of FULGOR in Corinth. Since 1972, more than 880 km of energy submarine cables up to 33kV and also more than 2,200 km of fibre-optic submarine cables have been in - stalled. In addition, the company manufactures com - posite submarine cables combining energy submarine and fibre-optic cables.
FULGOR extends its production capacity by implementing an investment plan of euro 50 million in order to manufacture high and extra high voltage submarine cables. The new equipment will enable the Company to produce submarine cables of up to 400kV in long continuous lengths while the technical assistance pro - vided by VISCAS Corporation, one of the leading companies in the field, guar - antees the technical integrity and quality of the products.
FULGOR has its own dock and premises in its plant in Corinth, which enable the direct loading of cables on cable-laying vessels. Moreover, FULGOR is in a position to undertake cable laying and protection services at the bottom and deliver submarine interconnections to end consumers in the form of “turnkey" projects as exhibited in 2012 with the connections of Thasos-Ker - amoti and Egina-Methana on behalf of Hellenic Distribution Network Oper - ator S.A. (DEDDIE) .
Extra high voltage submarine cables HELLENIC CABLES produces extra high voltage cables of up to 500kV in the plant in Thiva. These cables are manufactured by applying copper wire metallic shielding or lead sheath or Smooth Welded Aluminium Sheath (SWAS) and ex - ternal sheath made of MDPE, HDPE, PVC or flame retardant materials (Halogen Free and fire retardant).
Cables are designed and manufactured with the technical assistance of leading companies in the field such as VISCAS Corporation and, benefiting from leading-edge equipment, they guarantee such performance and qual - ity levels as to meet the most rigorous specifications.
Such cables may be offered together with suitable components by collaborating with companies of international renown while installation services may also be provided in addition to the products (turnkey project).
12 HELLENIC CABLES S.A. ANNUAL REPORT 2012
High-temperature, low-sag conductors (ACSS-TW) HELLENIC CABLES produces high-temperature, low-sag conductors in the fa - cilities of ICME ECAB in Romania. These conductors are an evolution of the standard overhead aluminium conductor steel-reinforced (ACSR), which may operate at higher temperatures and transmit higher power than their pred - ecessors, thus offering considerable advantages to energy network providers. By using these conductors, the existing networks may be up - graded without requiring considerable changes in the existing facilities (pylons, etc) or any new lines, the construction of which will have significant cost and environmental effects.
Turnkey solutions The last 18 years HELLENIC CABLES Group has successfully completed various projects in many European countries, which include the supply and installa - tion of more than 450 km of high-voltage underground cables. Currently, proj - ects for the production and installation of more than 250 km of high-voltage underground cables are underway.
FULGOR undertook the first "turnkey" project for 20kv medium-voltage sub - marine cables in 1972 and to date has installed more than 850 km of energy submarine cables using specially trained personnel and specialized contractors.
The capacities of HELLENIC CABLES Group include: • the design and production of cables in com - pliance with customer requirements and proj - ect needs; • the provision of special parts required for cable connections and also the termination of cable ends; • the transportation and installation of cables on site; • the civil engineering works required for cable protection; • control, initial operation and delivery of the sys - tem to the customer (commissioning); • management of the entire project; • training of the customer’s personnel in system operation and maintenance; • maintenance/ assistance services to customers.
13 14 HELLENIC CABLES S.A. ANNUAL REPORT 2012
To ensure a more effective penetration in foreign markets, the company uses the well-organized commercial network of VIOHALCO
9. Customers and Sales Network
HELLENIC CABLES S.A. sells its products in the domestic market through its central distribution centres in Athens and Thessaloniki and through its agent on the island of Crete, where there are properly organized warehouses. The Company participates directly in tenders held in Greece (e.g. PPC/ ADMIE/ DEDDIE tenders) and in foreign countries. It exports its products both directly and through agents. To ensure a more effective penetration in foreign markets, the Company uses the organized commercial network of VIOHALCO, includ - ing TEPRO METAL in Germany, GENECOS in France, METAL AGENCIES in England, ETEM Bulgaria in Bulgaria, HALCORAL in Albania and ICME ECAB in Romania. Its subsidiary METAL GLOBE operates in Serbia and there are local agents in the Cyprus and Middle East markets.
Power cable customers include public and private utilities such as EDF in France and ENEL in Italy, large con - struction and industrial companies, as well as renown cable wholesalers with international customers.
15 10. Plants and Manufacturing Process
The production base of HELLENIC CABLES Group includes plants in Greece and Romania as follows:
HELLENIC CABLES Power & Optical Fibre Plant (Thiva)
Total Area: 175,082 square metres Buildings: 44,408 square metres Capacity: 60,000 tonnes per year Products: Low, medium, high and extra-high voltage power cables, optical fibre cables, copper and aluminium conductors. Certifications: EN ISO 9001:2008, EN ISO 14001:2004, OHSAS 18001: 2007
HELLENIC CABLES Enamelled Wire Plant (Livadia)
Total Area: 121,818 square metres Buildings: 14,048 square metres Capacity: 14,000 tonnes per year Products: Enamelled copper and aluminium wires, cop - per wires Certifications: EN ISO 9001:2008, EN ISO 14001:2004, OHSAS 18001: 2007
HELLENIC CABLES Compound Plant (Oinofyta)
Total Area: 22,032 square metres Buildings: 6,444 square metres Capacity: 24,000 tonnes per year Products: Plastic and rubber compounds Certifications: EN ISO 9001:2008, EN ISO 14001:2004, OHSAS 18001: 2007
16 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Improved competitiveness through reduced costs, more optimised management of inventories, improved production flexibility
FULGOR S.A. Energy Cables Plant (Soussaki, Corinthia)
Total Area: 217,072 square metres Buildings: 78,643 square metres Capacity: 50,000 tonnes cable and 120,000 tonnes 8mm wire, per year Products: Low, medium and high voltage power cables, medium voltage submarine cables, 8mm cop - per wire Certifications: EN ISO 9001:2008, EN ISO 14001:2004, OHSAS 18001:2007
ICME ECAB S.A. Power and Telecommunications Cable Plant (Bucharest)
Total Area: 268,000 square metres Buildings: 102,137 square metres Capacity: 50,000 tonnes per year Products: Low and medium voltage power cables, cop - per telephone cables Certifications: EN ISO 9001:2008, EN ISO 14001:2004
17 11 . Production process
Quality Control Quality Control
Sheath B s n o i t
Sheathing Armouring a c i l p p A Sheath A l a i r
Cabling t (Insulated s Conductors) u Cabling d
(Insulated n I Conductors) &
s
Insulation Shielding k r o s w n t o e i t N
Insulation a r l l e
Stranding a w t s (making the o n P
conductor) I Stranding
(making the s s e e conductor) l l b b a Drawing a Drawing (Wire C C
(Wire Making) r r Making) e e w w o o P P
18 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Sheath B
Quality Control
Armouring s e l
Sheath b Quality Control Sheath A a C
e n o h
Shielding p Application Armouring e of Lubricant l e T
r l e a p c
i Curing p t Laying Up o p
Twisting C O s s e e l l Varnish Coating b b Twinning a a C C
s s n Optical n o Fibre o i i t t Annealing Insulation Insulation s a a e c c r i i i n n W
u u d m m e
Optical l Drawing (Wire l m m Drawing (Wire
Fibre Colour e o o Making) Making) c Coding c m e e a l l n e e E T T
19 12. Group Key Financial Data
Income Statement
CONSOLIDATED FIGURES (in euro million) 2012 2011 Change % Sales 439 415 6% Net earnings before interest, taxes, 10.7 20.9 -49% depreciation & amortisation Percentage of sales 2.4% 5.0% Operating results 2.1 11.8 -82% Percentage of sales 0.5% 2.8% Earnings before taxes -13.3 3.6 Percentage of sales -3.0% 0.9% Earnings after taxes -11.2 3.3 Percentage of sales -2.5% 0.8%
Balance Sheet
Group Balance sheet (in euro million) 2012 2011 Difference In Assets Fixed assets 159.8 155.1 3% Holdings & other long-term receivables 3.7 3.6 4% Non-current Assets 163.5 158.7 3%
Inventories 87.9 92.1 -5% Trade receivables 67.2 56.4 19% Cash & cash equivalents 17.7 19.0 -7% Other current assets 4.0 19.9 -80% Current assets 176.9 187.4 -6% Total Assets 340.4 346.1 -2%
Equity 104.0 116.1 -10%
Liabilities Long-term loans 59.3 65.4 -9% Short-term loans 108.5 105.4 3% Trade payables 43.6 32.9 32% Other liabilities 25.1 26.3 -5% Total Liabilities 236.4 230.0 3% Total Equity & Liabilities 340.4 346.1 -2%
20 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Cash flows
Group 2012 2011 Operating activities 4.3 -3.4 Investment activities -14.2 -11.2 Financing activities 8.7 21.7 Cash and cash equivalents At the beginning of the period 19.0 11.8 At the end of the period 17.7 19.0
Financial ratios
GROUP 2012 2011 Gross profit margin (Gross profit/ sales) 3.9% 6.5% Net profit margin (Net profit/ Sales) -2.5% 0.8% Gearing Debt/ Equity 1.61 1.47 Liquidity (current assets / short-term payables) 1.08 1.25 Return on Equity (Net profit/ Equity) 10.8% 2.9% Inventory turnover ratio (Inventory/ Cost of sales) x 365 days 76 87 Accounts receivable turnover ratio (Trade receivables/ Sales) x 365 days 56 50 Accounts payable turnover ratio (Trade payables/ Cost of sales) x 365 days 38 31
21 13. Share performance
Average price per share 2012 Euro 1.30 Number of shares 29,546,360
Share ticker symbols
Ticker symbol in ASE: ELKA Ticker symbol in Reuters: HCAr.AT Ticker symbol in Bloomberg: ELKA:GA
The company is listed in ASE General index and in the FTSE Mid Cap index.
2012 SHAREHOLDER COMPOSITION OF HELLENIC CABLES
Free Float
27.47 %
HALCOR 72.53 % S.A.
DAILY PERFORMANCE OF HELLENIC CABLES SHARE PRICE IN 2012
22 HELLENIC CABLES S.A. ANNUAL REPORT 2012
14. Main Holdings
The Company’s holdings which are consolidated include twelve companies, six of them being consolidated with the full consolidation method and the other six with the equity method of accounting:
Turnover Profit (Loss) Company Holding Registered Office (euro thousand) (in euro thousand) 1. ICME-ECAB S.A. 98.59% Bucharest 146,724 309 2. FULGOR S.A. 100.00% Athens 146,914 (4,966) 3. LESCO OOD 100.00% Sofia 4,434 346 4. GENECOS S.A. 60.00% Paris 9,225 43 5. LESCO ROMANIA S.A. 65.00% Bucharest 253 2 6. DE LAIRE LTD 100.00% Nicosia 634 0 7. EDE S.A. 99.99% Athens 0 (2) 8. STEELMET S.A. 29.56% Athens 13,029 206 9. METAL AGENCIES LTD 20.00% London 104,442 (775) 10. ΜETAL GLOBE DOO 30.00% Belgrade 0 (123) 11. COPPERPROM Ltd. 40.00% Athens 22 1
14.1 ICME ECAB S.A.
The Company has over 50 years experience in the Ro - manian and international cable markets. It was estab - lished in 1949 under the name ‘Electrocablu’. In 1959 Electrocablu merged with the neighbouring Com - pany ‘Electroizolantul’ to form the Company ‘Cables & Insulating Materials Factory’. In 1973 the Company was renamed into ‘Cables & Insulating Materials Com - pany’ (ICME). In 1998 the Austrian Company ISOVOLTA became its main shareholder. In 1999 HELLENIC CA - BLES S.A. acquired the majority of shares (95%) of ICME - ECAB S.A. and in 2002 it acquired almost full control of its share capital (98.6%). The Company is estab - lished in Bucharest, in a 102,000-m2 industrial complex in a 268,000-m2 plot of land and employs approxi - mately 564 employees.
The products of ICME - ECAB S.A. are sold in the international and Romanian markets under the patented trade mark CABLEL. The Company manufactures indoor installation cables, power cables, control cables, in - dustrial and external installation cables, fire retardant cables, fire resistant cables, halogen-free cables, copper 23 and aluminium conductors, mine cables, ship cables, special purpose cables, telecommunica - tions cables, signalling cables, remote control and data transmission cables, as well as plastic and rubber compounds.
It also has a Research & Development Department equipped with state-of-the-art machinery and well trained personnel, which contributes to the ongoing efforts to improve the quality and cost of its products.
ICME-ECAB S.A. invests constantly in human resources, by providing ongoing training and en - suring working conditions that are of superior quality and increased safety.
ICME ECAB S.A.
Key Financials (in million euro) 2012 2011 % Difference Sales 146.7 152.8 -4% Gross Profit 6.4 8.8 -28% Earnings before taxes 0.5 3.0 -83%
Non-current Assets 18.5 18.8 -1% Current assets 69.2 71.7 -4% Equity 38.4 39.0 -2% Liabilities 49.2 51.5 -4%
In the domestic Romanian market, products of ICME ECAB are sold and distributed from its facilities in Bucharest and its warehouses in Cluj, Bacau and Timisoara; in the international markets, they are sold through the network of HELLENIC CABLES S.A., including TEPRO METAL in Germany, GENECOS in France, METAL AGENCIES in England, STEELMET in Bulgaria, or directly to end customers. Over the next years, the Company aims at further consolidation of its presence in the Romanian market and in the markets of adjacent countries (Bulgaria, Hungary, Moldavia, Czech Republic, and Slovakia) and in other countries through the network of HELLENIC CABLES S.A.
14.2 FULGOR S.A.
FULGOR was established in 1957. In 1972 the company relocated to its current facilities of 206,000 m2 in Soussaki, Corinthia. In 1973 it implemented the first submarine cable links for PPC and in 1986 it constructed and installed the first optical fibre cable in Greece for OTE. In 1993 it launched the manufacture of high voltage cables. Over the past forty years, the
24 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Over the past forty years, the company has installed a large part of the power and telecom - munications networks in Greece and has installed most submarine links in the Greek territory.
company has installed a large part of the power and telecommunications networks in Greece and has installed most submarine links in the Greek territory.
FULGOR was included in the conciliation procedure provided by article 99 of the Bankruptcy Code in December 2010. Aiming to ensure FULGOR's survival and welfare, HELLENIC CABLES carried out negotiations with FULGOR’s creditors which led to renegotiation of its bank loan and suspension of debt, as referred to in detail in the annual financial report of 2011. Impairment of fixed assets was carried out after acquisition, so they could be assessed at current value. The result of the aforementioned actions was that FULGOR was relieved of excessive burdens and enter the recovery path .
FULGOR can produce overhead, underground and submarine low, medium, high and extra-high power cables of various types and 8mm copper wire. The company’s products are sold in the Greek and international markets under the trade name FULGOR, with significant brand recognition especially with respect to submarine and high voltage cables. The company holds ISO 9001 certification since 1994, while in 2003 it also received ISO 14001 certification. In 2012 it was also certified as per OHSAS 18001:2007.
25 FULGOR S.A.
Key Financials (in million euro) 2012 2011 % Difference Sales 146.9 19.6 649% Gross Profit (0.1) (2.6) Profit/ (Loss) before taxes (5.4) (3.9)
Non-current Assets 60.6 55.9 8% Current assets 21.9 19.4 13% Equity 18.1 4.7 285% Liabilities 64.5 70.6 -9%
FULGOR S.A. Financials. FULGOR S.A. is consolidated in the Financial Statements of HELLENIC CABLES starting on 1/8/2011.
FULGOR S.A. products are sold either directly or through the HELLENIC CABLES sales network in Greece (Athens, Thessaloniki, Crete) and abroad.
26 HELLENIC CABLES S.A. ANNUAL REPORT 2012
15. Board of Directors and Company Management
The Company is governed by a 12-member Board of Directors:
1. Ioannis Batsolas , Chairman, executive member 2. Konstantinos Laios , Vice-chairman, non-executive member 3. Alexios Alexiou , executive member 4. Michael Diakogiannis , non-executive member 5. Andreas Katsanos , non-executive member 6. Andreas Kyriazis , non-executive and independent member 7. Nikolaos Galetas , non-executive and independent member 8. Georgios Stergiopoulos , executive member 9. Ronald Gee , non-executive member 10. Rudolf Wiedenmann , non-executive member 11. Iakovos Georganas , non-executive member 12. Ioannis Stavropoulos , executive member
The Company is managed by Messrs.:
1. Alexios Alexiou , General Manager, Economist 2. Ioannis Theonas , CFO, Economist 3. Christos Siaperas , Cable Sales Manager, Mechanical - Electrical Engineer 4. Dimitrios Chatzakis , Enamelled Wires Sales Manager, Economist 5. Ioannis Papaioannou , Thiva Plant Manager, Mechanical Engineer 6. Ioannis Skondras , Livadia Plant Manager, Mechanical Engineer 7. Haralampos Voulgaris , Compounds Plant Manager, Chemical Engineer 8. Constantinos Constantinou , Quality Manager, Mechanical - Electrical Engineer
27
HELLENIC CABLES S.A. ANNUAL REPORT 2012
16. Notice of General Meeting of Shareholders
Notice of Annual General Meeting to the Shareholders of “HELLENIC CABLES, S.A. HELLENIC CABLE INDUSTRY, S.A.”, S.A. Registration number 2131/06/B/19 No in General Register of Commerce 281701000
In compliance with the provisions of the Law and the Articles of Association of the Company, the Shareholders of HELLENIC CABLES, S.A. HELLENIC CABLE INDUSTRY, S.A. are hereby invited, by the Board of Directors, to attend the Company's Annual General Meeting, to be held on Friday, June 14, 2013 at 10:00 AM, at the PRESIDENT Hotel, 43, Kifissias Avenue, Athens, to discuss and decide on the following:
AGENDA
1. To approve the annual financial statements for the Company's financial year 2012 and the relevant Directors and Auditors Reports. 2. To discharge the Directors and the Auditors from all responsibility for damages for the financial year 2012. 3. To appoint Certified Auditors, as well as their alternates for the financial year 2013 and set their remuneration. 4. To elect the members of a new Board of Directors. 5. To appoint the members of the inspection committee, according to article 37 of Law 3693/2008. 6. To approve Directors’ remuneration, according to article 24, par. 2 of Codified Law 2190/1920. 7. Miscellaneous announcements.
RIGHT TO ATTEND THE GENERAL MEETING Anybody appearing as a shareholder in the file of the Dematerialised Securities System, managed by ‘HELLENIC EXCHANGES S.A.’ (former Central Securities Depository), in which the company’s shares are kept has the right to attend the General Meeting. A certificate in written form issued by the above entity should be used as proof of the capacity to act as a shareholder, or alternatively the direct access to the electronic files of the entity. This capacity should exist on 09/06/2013 (Registration date), namely at the beginning of the fifth (5th) day before the date of the General Meeting and the pertinent written certificate, regarding the capacity of shareholder, has to reach the Company on 11/06/2013 at the latest, namely on the third (3rd) day before the holding of the General Meeting.
The Company considers as a shareholder having the right to attend the General Meeting and vote only whoever has the capacity as a shareholder on the respective Registration Date. In the case of non-compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder in question can only attend the General Meeting with its permission.
To exercise the rights in question does not presuppose that the shares of the beneficiary should be blocked or another similar procedure should be followed, limiting the possibility for sale and transfer of the shares during the period of time between the Date of Registration and the General Meeting.
PROCEDURE TO BE FOLLOWED IN ORDER TO EXERCISE VOTING RIGHTS THROUGH A PROXY The shareholder attends the General Meeting and votes in person or through proxies. Each shareholder can appoint up to three (3) proxies. Legal entities can attend the General Meeting by appointing up to three (3) 29 natural persons as their proxies. Nevertheless, in the case the shareholder holds shares of a company appearing in more than one securities account, the above restriction does not prevent the shareholder from appointing different proxies for the shares appearing in each securities account in respect with the General Meeting. A proxy acting on behalf of more shareholders can vote differently with respect to each shareholder. The proxy of a shareholder has to inform the Company, before the General Meeting starts, about any specific fact, which can be useful to the shareholders for the estimation of the risk, regarding the fact that the proxy could serve the interests of other parties, other than those of the shareholder. According to the present paragraph a conflict of interests could happen especially when the proxy: a) Is a shareholder controlling the Company or another legal body or entity, which is controlled by this shareholder. b) Is a member of the Board of Directors or the Company’s management, in general, or a shareholder, who exercises control of the Company or other corporate body or entity controlled by a shareholder, who exercises control over the company. c) Is an employee or certified auditor of the Company or a shareholder having control of the Company or other legal body or entity controlled by a shareholder, who has control of the Company. d) Is married to or is a first degree relative of one of the natural persons mentioned in cases (a) to (c).
The appointment or recalling of the shareholder’s proxy is executed in writing and notified to the Company, through the same procedure, at least three (3) days before the date of the General Meeting.
The Company will make available in its website www.cablel.gr. the form to be used for the appointment of a proxy. This form must be submitted, filled and signed by the shareholder to the Company’s Investors Relations Service at the address: 16 Himaras street, 15125 Maroussi or sent by fax at: 210 6861347 at least three (3) days before the day of the General Meeting. The beneficiary is required to confirm successful delivery of the proxy appointment form to the Company over the phone at 210 6861349, Mr. Konstantinos Kanellopoulos.
30 HELLENIC CABLES S.A. ANNUAL REPORT 2012
Each share issued by the Company has one voting right. The Company’s Articles of Association do not provide the possibility to attend the General Meeting through electronic means, without the natural presence of the shareholders in the place where the meeting is held or the possibility to participate in long distance voting.
MINORITY SHAREHOLDERS RIGHTS According to the provisions of article 26 of Codified Law 2190/1920, as it is in force today, the Company informs its shareholders of the following: (a) Following an application of shareholders representing 1/20 of the company’s paid up share capital the Company’s Board of Directors has the obligation to include in the Agenda additional items, in the case the pertinent application reaches the Board until 30.05.2013, namely at least fifteen (15) days before the General Meeting. The application for the registration of additional items in the Agenda should be accompanied by a relevant justification or a draft resolution for approval by the General Meeting. The revised Agenda is published in the same way as the previous agenda, namely on 01.06.2013, thirteen (13) days before the date of the General Meeting and at the same time it is made available to the shareholders at the Company’s website together with the justification and the draft decision submitted by the shareholders, according to the provisions of art. 27 par. 3 of Codified Law 2190/1920. (b) Following an application of shareholders representing 1/20 of the paid up share capital the Board of Directors makes available to the shareholders, according to the provisions of art. 27 par. 3 of C. L. 2190/1920, at the latest until 08/06/2013 namely six (6) days before the date fixed for the General Meetings holding the draft resolutions regarding the items included in the initial or the revised agenda, if the application reaches the Board of Directors until 07/06/2013 namely at least seven (7) days before the date of the General Meeting. (c) Following an application submitted to the Company by any shareholder until 08/06/2013, namely at least five (5) full days before the General Meeting, the Board of Directors has to provide to the General Meeting the specific information requested, regarding the Company’s affairs, to the extent that this could be useful to a substantial estimation of the items of the agenda. 31 The Board of Directors can provide a uniform answer to the request of shareholders having the same contents. There is no obligation to provide information already available in the Company’s web site, especially in question and answer form. In addition, following a request of shareholders, representing 1/20 of the paid up share capital, the Board of Directors is obligated to announce to the General Meeting the amounts of remuneration paid, during the last two years, to each member of the Board of Directors or the managers of the Company, as well as any payment to the above persons for any reason or any contract between them and the Company. In all the above cases the Board of Directors can deny providing the information, due to a substantial reason, which must be mentioned in the minutes. (d) Following an application of shareholders representing one fifth (1/5) of the paid up share capital, submitted to the Company until 08.06.2013, namely at least five (5) full days before the General Meeting, the Board of Directors should provide to the General Meeting information regarding the Company’s business affairs and assets. The Board of Directors can deny providing such information, due to a substantial reason, which must be mentioned in the minutes. The above mentioned time limits to exercise the minority rights apply also to Repeat General Meetings.
In all the above mentioned cases, the shareholders submitting an application have to prove the fact that they are shareholders of the Company and the number of shares they own, when they proceed to exercise their relative right. Such proof can be a certificate issued by the entity, where the securities are kept or by direct electronic contact between the entity and the Company.
AVAILABLE DOCUMENTS AND INFORMATION The information provided for in article 27 par. 3 of Codified Law 2190/1920 (the text of the Notice for Annual General Meeting, the total number of the Company’s shares and the respective voting rights, comments of the Company’s Board of Directors on the items of the agenda, and the proxy appointment form) will be available in electronic form, in the Company’s website, www.cablel.gr. Copies of the above documents will be available in the offices of the Company’s Investors Relations Service, at the address: 16, Himaras street, 15125 Maroussi.
Athens, May 23, 2013 The Board of Directors HELLENIC CABLES S.A. Group Annual Financial Report as at 31 DECEMBER 2012
Based on Article 4 of Law 3556/2007
The Chairman A Member The General The Chief Financial of the BoD of the BoD Manager Officer
IOANNIS IOANNIS ALEXIOS IOANNIS BATSOLAS STAVROPOULOS ALEXIOU THEONAS AK 034042 Κ 221209 Χ 126605 AE 035000 LICENCE No, CLASS A: 0011130
HELLENIC CABLES S.A. Athens Tower, Building B, 2-4, Mesogheion Avenue, 11527, Athens www.cablel.gr Corp. Reg. No. 2131/06/B/86/19
Contents Page
Annual Company and Consolidated Financial Statements A4
Statements made by Representatives of the Board of Directors A7
Annual Report by the Board of Directors A9
Individual and Consolidated Statement of Financial Position A28
Individual and Consolidated Statement of Total Income A29
Consolidated statement of changes in equity A30
Individual statement of changes in equity A31
Individual and Consolidated Statement of Cash Flow A32
Audit Report by the Independent Chartered Auditor A34
ANNUAL FINANCIAL REPORT DECEMBER 2012 A3 HELLENIC CABLES S.A. CORPORATIONS REGISTER No 2131/06/ Β/86/19, Address: Athens Tower, Building B, 2-4, Mesogheion Avenue, 11527, Athens Facts and information on the year from 1 January 2012 to 31 December 2012 , ( published pursuant to Article 135 of Codified Law 20/1920 on entities preparing annual financial statements, either consolidated or not, as per IAS) The following facts and information arising from the financial statements aim to provide general information about the financial condition and results of "HELLENIC CABLES S.A.". Therefore, readers are advised, before making any investment decision or other transaction with the company, to refer to the company's website where the financial statements and the audit report of the chartered accountant are uploaded. Competent Prefecture : Ministry of Development, S.A. and Credit Division , BoD composition : Chairman: Batsolas I., Vice-chairman: Laios K. and members: Diakogiannis M., Kyriazis A., Stergiopoulos G., Alexiou A., Katsanos A., Stavropoulos I., Galetas N., Georganas I., Gee Ronald, Wiedenmann Rudolf, Chartered Accountant : Koutsopoulos Koutsos Dimitrios (Greek ICPA Reg. No: 26751) , Date of annual financial statements approval by the Board of Directors : 25 February 2013 , Audit company : Deloitte -Hadjipavlou Sofianos & Cambanis S.A. (Greek ICPA Reg. No: E 120) , Type of auditors' audit report : Upon concurrent opinion , Website : www.cablel.gr
BALANCE SHEET ITEMS GROUP COMPANY Amounts in euro 31 Dec . 12 31 Dec . 11 31 Dec . 12 31 Dec . 11 ASSETS Self-used tangible fixed assets 148,722,702 142,699,539 70,809,530 69,658,858 Investment property 383,271 2,270,174 383,271 2,270,174 Intangible assets 10,681,176 10,160,040 494,557 267,637 Other non-current assets 3,716,576 3,589,188 52,650,287 23,424,121 Inventories 87,938,716 92,165,783 45,396,172 45,580,792 Trade receivables 64,420,911 49,588,685 70,197,271 54,669,585 Other current assets ______2_4_,_5_4_3__,9__0_6 ______4_5_,_6_0_6__,7__8_4 ______1_7_,_5_3_6__,8__1_4 ______4_2_,_2_4_4__,4__8_8 TOTAL ASSETS ____3_4__0_,_4_0_7__,2__5_8 ____3_4__6_,_0_8_0__,1__9_3 ____2_5__7_,_4_6_7__,9__0_2 ____2_3__8_,_1_1_5__,6__5_5 EQUITY AND LIABILITIES Share Capital 20,977,916 20,977,916 20,977,916 20,977,916 Other equity items ______8_2_,_1_8_5__,6__3_4 ______9_4_,_3_1_7__,9__0_0 ______6_6_,_6_6_7__,1__2_5 ______7_3_,_5_5_7__,8__8_0 Total equity of parent company owners (a) ____1_0__3_,_1_6_3__,5__5_0 ____1_1__5_,_2_9_5__,8__1_6 _____8__7_,_6_4_5__,0__4_1 _____9__4_,_5_3_5__,7__9_6 Minority Interest (b) ______8_3_0__,0__0_3 ______8_1_9__,3__2_7 ______- ______- Total Equity (c)=(a) + (b) ____1_0__3_,_9_9_3__,5__5_3 ____1_1__6_,_1_1_5__,1__4_3 _____8__7_,_6_4_5__,0__4_1 _____9__4_,_5_3_5__,7__9_6 Long-term loan liabilities 59,279,543 65,405,241 30,693,076 38,016,667 Provisions/ Other long-term liabilities 13,248,359 14,224,768 6,745,194 6,713,081 Short-term loan liabilities 108,470,222 105,352,490 71,093,859 56,882,150 Other short-term liabilities ______5_5_,_4_1_5__,5__8_1 ______4_4_,_9_8_2__,5__5_1 ______6_1_,_2_9_0__,7__3_2 ______4_1_,_9_6_7__,9__6_1 Total liabilities (d) ____2_3__6_,_4_1_3__,7__0_5 ____2_2__9_,_9_6_5__,0__5_0 ____1_6__9_,_8_2_2__,8__6_1 ____1_4__3_,_5_7_9__,8__5_9 TOTAL EQUITY AND LIABILITIES (c) + (d) ____3_4__0_,_4_0_7__,2__5_8 ____3_4__6_,_0_8_0__,1__9_3 ____2_5__7_,_4_6_7__,9__0_2 ____2_3__8_,_1_1_5__,6__5_5
STATEMENT OF CHANGES IN EQUITY GROUP COMPANY Amounts in euro 31 Dec . 12 31 Dec . 11 31 Dec . 12 31 Dec . 11 Total equity at beginning of year (01.01.2012 and 01.01.2011 respectively) 116,115,143 104,698,782 94,535,796 76,229,479 Period earnings/(loss) after taxes (11,188,246) 3,331,054 (6,930,795) 1,094,657 Net income posted directly to equity (933,344) (1,508,614) 40,040 (1,488,237) Share capital increase - 9,593,921 - 9,593,921 Absorption of subsidiary ______- ______- ______- ______9_,_1_0_5__,9__7_6 Total equity at end of year (31.12.2012 and 31.12.2011 respectively) ____1_0__3_,_9_9_3__,5__5_3 ____1_1__6_,_1_1_5__,1__4_3 _____8__7_,_6_4_5__,0__4_1 _____9__4_,_5_3_5__,7__9_6
STATEMENT OF CASH FLOW GROUP COMPANY Amounts in euro 1.01 - 31.12.2012 1.01 - 31.12.2011 1.01 - 31.12.2012 1.01 - 31.12.2011 Operating Activities Earnings before taxes (continuing activities) (13,289,466) 3,609,474 (8,904,059) 1,640,885 Plus / less adjustments for: Depreciation and Amortization 9,371,483 9,369,472 4,240,144 5,423,385 Provisions 375,257 (400,892) 463,600 490,349 Results (income, expenses, profit and loss) from investment activity (832,639) 406,424 (2,480,169) 306,127 Depreciation of grants (784,436) (335,125) (784,436) (335,125) Interest charges and related expenses 14,580,985 9,238,165 10,416,282 6,142,823 Plus/less adjustments for changes in working capital accounts or accounts related to operating activities: Decrease/(increase) in inventories 3,413,648 (21,798,420) 52,624 (7,187,237) Decrease/(increase) in receivables (7,145,178) 20,049,435 (9,812,061) (1,681,101) (Decrease)/ increase in payables (less loans) 11,077,022 (14,103,008) 19,904,845 (3,374,328) Less: Interest charges and related paid-up expenses (12,228,219) (8,972,995) (10,489,466) (5,877,652) Taxes paid ______(_2_1__7_,9__0_8_ ) ______(_4_1__3_,4__4_6_ ) ______- ______(_1_8__4_,3__2_3_ ) Total inflow / (outflow) from operating activities (a) ______4_,_3_2_0__,5__4_9 _____(_3_,_3_5__0_,9__1_6_ ) ______2_,_6_0_7__,3__0_4 _____(_4_,_6_3__6_,1__9_7_ ) Investment activities Acquisition of subsidiaries, affiliated companies, joint ventures and other investments - (3,114,495) (18,353,000) (3,430,000) Purchase of tangible and intangible assets (14,926,842) (8,263,290) (3,936,230) (5,158,263) Proceeds from the sale of tangible and intangible assets 340,137 85,870 87,976 85,870 Absorption of subsidiary - - - 287,942 Interest received 222,587 116,563 1,690,211 211,116 Dividend received ______1_6_2__,9__6_1 ______- ______1_6_2__,9__6_1 ______- Total inflow / (outflow) from investment activities (b) ____(_1_4_,_2_0__1_,1__5_7_ ) ____(_1_1_,_1_7__5_,3__5_2_ ) ____(_2_0_,_3_4__8_,0__8_2_ ) _____(_8_,_0_0__3_,3__3_5_ ) Financing activities Proceeds from share capital increase 9,593,921 - 9,593,921 - Proceeds from issued / received loans 18,176,366 106,421,745 16,769,677 54,223,554 Repayment of loans (21,921,946) (85,442,316) (9,881,559) (37,833,332) Dividends paid (84) - (84) - Payment of financial lease payables (amortization) (625,340) (109,648) - - Grants received ______3_,_4_9_5__,2__4_9 ______8_2_7__,4__7_5 ______3_,_4_9_5__,2__4_9 ______8_2_7__,4__7_5 Total inflow/ (outflow) from financing activities (c) ______8_,_7_1_8__,1__6_6 _____2__1_,_6_9_7__,2__5_6 _____1__9_,_9_7_7__,2__0_4 _____1__7_,_2_1_7__,6__9_7 Net increase / (decrease) in cash & cash equivalents for the year (a)+(b)+(c) _____(_1_,_1_6__2_,4__4_2_ ) ______7_,_1_7_0__,9__8_8 ______2_,_2_3_6__,4__2_6 ______4_,_5_7_8__,1__6_5 Cash & cash equivalents at the beginning of the year _____1__8_,_9_8_3__,3__7_9 _____1__1_,_8_2_0__,8__4_2 _____1__2_,_5_6_2__,3__3_3 ______7_,_9_8_4__,1__6_8 Effect of foreign exchange differences ______(_1_2__3_,9__8_3_ ) ______(_8_,4__5_1_ ) ______- ______- Cash & cash equivalents at the end of the year _____1__7_,_6_9_6__,9__5_4 _____1__8_,_9_8_3__,3__7_9 _____1__4_,_7_9_8__,7__5_9 _____1__2_,_5_6_2__,3__3_3
A4 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. HELLENIC CABLES S.A. Facts and information on the year from 1 January 2012 to 31 December 2012 , ( published pursuant to Article 135 of Codified Law 20/1920 on entities preparing annual financial statements, either consolidated or not, as per IAS)
INCOME STATEMENT GROUP COMPANY Amounts in euro 1.01 - 31.12.2012 1.01 - 31.12.2011 1.01 - 31.12.2012 1.01 - 31.12.2011
Turnover ____4__3_9_,_3_4_3__,3__3_2 ____4__1_4_,_5_9_3__,4__4_6 ____3__6_3_,_5_2_1__,8__7_9 ____3__2_6_,_6_5_5__,0__2_6 Gross profit/ (loss) _____1__7_,_1_6_8__,4__6_0 _____2__6_,_8_8_7__,9__3_9 ______7_,_4_2_4__,0__8_6 _____1__7_,_0_0_1__,3__1_2 Earnings/ (loss) before interest and taxes ______2_,_1_2_5__,0__3_4 ______1_1_,_8_1_5__,8__6_0 ______3_2__,4__2_2 ______7_,_8_5_3__,0__5_7 Earnings/ (loss) before taxes ____(_1_3_,_2_8__9_,4__6_6_ ) ______3_,_6_0_9__,4__7_4 _____(_8_,_9_0__4_,0__5_9_ ) ______1_,_6_4_0__,8__8_5 Less taxes 2,101,220 (278,420) 1,973,264 (546,228) Earnings/(loss) after taxes (A) ____(_1_1_,_1_8__8_,2__4_6_ ) ______3_,_3_3_1__,0__5_4 _____(_6_,_9_3__0_,7__9_5_ ) ______1_,_0_9_4__,6__5_7 Allocated to: Company Shareholders (11,213,415) 3,262,533 -- Minority Shareholders 25,169 68,521 -- Other total income after taxes (B) (898,164) (1,508,614) 40,040 (1,488,237) Comprehensive total income after taxes (A)+(B) ____(_1_2_,_0_8__6_,4__1_0_ ) ______1_,_8_2_2__,4__4_0 _____(_6_,_8_9__0_,7__5_5_ ) ______(_3_9__3_,5__8_0_ ) Allocated to: Company Shareholders (12,097,086) 1,754,601 -- Minority Shareholders 10,676 67,839 -- Basic post-tax earnings/ (loss) per share (in euro) ______(_0__.3_8__7_0_ ) ______0_._1_1__6_7 ______(_0__.2_3__9_2_ ) ______0_._0_3__9_1 Earnings/ (loss) before interest, taxes, depreciation and amortization _____1__0_,_7_1_2__,0__8_1 _____2__0_,_8_5_0__,2__0_7 ______3_,_4_8_8__,1__3_1 _____1__2_,_9_4_1__,3__1_7
Additional facts and information: The Group companies included in the consolidated financial statements with reference Holding Registered Office Unaudited to registered offices and holding percentage are as follows: Direct Indirect Total years Full consolidation method: FULGOR S.A. 100% - 100% GREECE 2,012 ICME ECAB S.A. 98.59% - 98.59% ROMANIA 2010-2012 LESCO O.O.D. 99.15% 0.85% 100% BULGARIA 2009-2012 GENECOS S.A. 60% - 60.00% FRANCE 2005-2012 LESCO ROMANIA S.A. 65% - 65.00% ROMANIA 2007-2012 DE LAIRE LIMITED 100% - 100.00% CYPRUS 2007-2012 Equity method of accounting: STEELMET S.A. 29.56% - 29.56% GREECE 2010 και 2012 METAL AGENCIES LTD 20% - 20.00% ENGLAND - METAL GLOBE DOO 30% - 30.00% SERBIA 2003-2012 COPPERPROM LTD 40% - 40% GREECE 2003-2012 E.D.E. S.A. 99.99% - 99.99% GREECE 2010-2012 Proportional consolidation method: JOINT VENTURE NEXANS–HELLENIC CABLES–FULGOR–PPC 2009 33% - 33% GREECE 2009-2012
2. ELECTRIC CABLES AGENCIES was liquidated and, thus, was not incorporated in the Group's financial statements. 3. Group Management reassessed the useful life of its buildings and machinery. The relevant reference is made in the financial statements and particularly in note 13. 4. Prenotation of mortgage totaling euro 49 million has been raised on the properties of the subsidiary FULGOR to secure long-term loans. 5. No shares of the parent company are held by Group companies. 6. The Company has not been audited by tax authorities for the years 2009 and 2010. The tax liabilities of the Company and Group companies will be finalized once the competent tax authorities conduct the necessary ordinary audits. Management believes that the provision of euro 200,000 raised on 31 December 2012 for these liabilities reflects the best possible estimate. The relevant reference is made in the financial statements and particularly in note 29.3. In addition, the Group has raised a provision of euro 5.4 million and euro 1.2 million for doubtful debts and slow-moving inventories respectively. 7. The personnel employed by the Company and the Group on 31 December 2012 numbered 406 and 1,288 respectively and on 31 December 2011 the corresponding figure was 401 and 1,275. 8. There are no disputed cases against Group companies and, thus, no relevant provisions have been raised. 9. Cumulative income and expenses from beginning of the accounting period and balances of receivables and payables of the Company and the Group at the end of the current period, which have arisen from its transactions with affiliated parties as per IAS 24, are as follows: (Amounts in euro) GROUP COMPANY i) Income 36,038,005 99,691,465 ii) Expenses 41,498,707 139,339,219 iii) Receivables 8,307,713 26,649,062 iv) Payables 5,600,287 31,282,893 v) Transactions with and fees for Management executives and members 1,039,407 670,286 vi) Receivables from Management executives and members - - vii) Payables to Management executives and members - -
10. The financial statements of the Group are included in the consolidated financial statements of the following companies: Corporate name Country of registered office Method of consolidation Holding percentage HALCOR S.A. GREECE FULL CONSOLIDATION 72.53% VIOHALCO S.A. GREECE FULL CONSOLIDATION 45.64%
11. The amounts and nature of other total income after taxes for the Group and the Company are as follows: GROUP COMPANY (Amounts in euro) 31- Dec -12 31- Dec -11 31- Dec -12 31- Dec -11 Foreign exchange differences (961,250) 386,346 -- Valuation of derivatives fair value 77,172 (2,419,247) 50,050 (1,935,054) Proportionate tax (14,086) 524,287 (10,010) 446,817 Other total income after taxes (898,164) (1,508,614) 40,040 (1,488,237)
Athens, 25 February 2013 THE CHAIRMAN OF THE BoD A MEMBER OF THE BoD THE GENERAL MANAGER THE CHIEF FINANCIAL OFFICER IOANNIS BATSOLAS IOANNIS STAVROPOULOS ALEXIOS ALEXIOU IOANNIS THEONAS AK 034042 Κ 221209 Χ 126605 AE 035000 LICENSE No, CLASS A: 0011130
Statements made by Representatives of the Board of Directors (According to Article 4(2) of Law 3556/2007)
To the best of our knowledge, we hereby in the consolidation taken as a whole, and declare that the annual financial state - that the annual report of the Board of ments drawn up in line with the applicable Directors gives a fair view of the develop - accounting standards (International Finan - ment, performance and standing of the cial Reporting Standards) give a fair view Company and of the entities included in of the assets and liabilities, equity and the consolidation taken as a whole, operating results of HELLENIC CABLES S.A. including the description of the main risks (the Company) and of the entities included and uncertainties facing them.
Athens, 25 February 2013
Chairman of the Board of General Manager and Member of the Directors Member of the Board of Directors Board of Directors
Ioannis Batsolas Alexios Alexiou Ioannis Stavropoulos
ANNUAL FINANCIAL REPORT DECEMBER 2012 A7
ANNUAL REPORT BY THE BOARD OF DIRECTORS OF “HELLENIC CABLES S.A.” ON THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2012
Dear Shareholders, Using the equity method of accounting: • METAL AGENCIES LTD; primary place of In accordance with the provisions laid business: London down in Laws No. 2190/1920 & 3556/2007 • METAL GLOBE DOO.; primary place of and the executive decisions made by the business: Belgrade Hellenic Capital Market Commission based • STEELMET S.A.; primary place of busi - on those laws, we are happy to submit you ness: Athens the Annual Report by the Board of Direc - • COPPERPROM LTD.; primary place of tors for the current fiscal year 2012. business: Athens This Report includes a summary of the financial results and changes of the period ELECTRIC CABLES AGENCIES, a in question, an account of important events subsidiary of HELLENIC CABLES, was liqui - that took place during 2012, an analysis of dated and is not included in the Group’s the prospects and risks expected during consolidated financial statements. 2013, as well as a list of transactions with affiliates. The above information pertains Using the proportional consolidation both to the Company and the Group. method: In addition to Hellenic Cables - Hellenic • JOINT VENTURE NEXANS–HELLENIC Cables Industry S.A., the Hellenic Cables CABLES–FULGOR–PPC 2009 Group consolidates the following affiliates: There are no parent company shares Using the full consolidation method of owned either by itself or by another accounting: consolidated company. • FULGOR S.A.; primary place of business: Athens 1. Report on the ending year • ICME ECAB S.A.; primary place of busi - 2012 was a very challenging year for ness: Bucharest, Romania HELLENIC CABLES Group. The uncertainty • LESCO O.O.D.; primary place of business: due to the economic developments, the Blagoevgrad, Bulgaria protracted recession and the resultant lack • GENECOS S.A.; primary place of busi - of liquidity combined with the prevailing ness: Paris, France exchange rates had unfavorable effects on • LESCO ROMANIA; primary place of busi - Group results. Despite the unfavorable ness: Bucharest, Romania circumstances, the Group’s turnover stood • DE LAIRE LIMITED; primary place of busi - at euro 439 million in 2012, rising by 6% ness: Nicosia compared to 2011. • EDE S.A.; primary place of business: In the Greek market, HELLENIC CABLES Athens Group maintained its leading position for
ANNUAL FINANCIAL REPORT DECEMBER 2012 A9 one more year. The demand, however, was Group pre-tax results amounted to losses kept at low levels, thus leading to an 8% of euro 13.3 million compared to profits of decrease in sales. The construction sector euro 3.6 million in 2011 while net results does not give any signs of recovery yet stood at losses of euro 11.2 million compared while the overall uncertainty is a brake on to profits of euro 3.3 million in 2011. many investments. As it occurred in 2011, The Group’s net borrowing stood at euro domestic sales were made in their majority 150 million compared to euro 152 million in to power generation, distribution and 2011 despite the increased investments. The transmission companies, major industrial Group managed to reduce the days of plants and companies of VIOHALCO Group inventory keeping from 87 to 76 while since the Group’s main preoccupation was increasing the payment time of trade to restrict the credit risk. payables, thus offsetting the increase in the In exports, sales increased by 12%, as a time of trade receivables collection. As an result of the Group’s export orientation. In example of its focus on a more rational the European Union, the increase resulted management of working capital and the from the gradual expansion to new distri - Group’s potential synergies, the working bution channels and products as the capital to sales ratio stood at 25% in 2012 economic recession has struck companies compared to 28% in 2011, thus being that used to be the Group’s main markets. improved for the third running year. Non-EU sales were kept low since the The investments made in 2012 strong Euro undermines the Group’s amounted to euro 15 million at Group level competitiveness in countries with devalu - and mainly concerned advance payments ated local currencies. for machinery in the context of its invest - The gross profits of the Group ment plan for the manufacturing of high amounted to euro 17.2 million, decreased voltage submarine cables in FULGOR; by 36% compared to 2011. Earnings before investments in equipment upgrade in interest, taxes, depreciation and amortiza - FULGOR; and also the purchase of tion (EBITDA) stood at euro 10.7 million, machinery in the Group’s other plants in registering a 49% decrease compared to order to increase the number of high 2011, while earnings before interest and tax added value products in the product mix (EBIT) amounted to euro 2.1 million regis - and also enhance productivity. tering an 82% decrease compared to 2011. Finally, training as well as the health Such deterioration of results is due to and safety of employees are still core the slackened demand and increased elements of the Group's strategy together competition in main European markets, with its commitment to operate driven by the postponement of important orders the principles of responsible and sustain - and highly profitable projects and also due able development. to the increased cost incurred for reorgan - izing FULGOR and optimizing its produc - 2. Financial standing tion processes. Despite these unfavorable The ratios showing the financial standing conditions, Group results were gradually of both Group and Company evolved as improved during 2012. shown in the Table 1.1 (p. A11 ).
A10 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. TABLE 1.1
GROUP COMPANY 2012 2011 2012 2011 Gross profit margin 3.9% 6.5% 2.0% 5.2% (Gross profit/ sales) Net profit margin -2.5% 0.8% -1.9% 0.3% (Net profit/ Sales) Debt-equity ratio 1.61 1.47 1.16 1.00 (Debt/ Equity) Liquidity 1.08 1.25 1.01 1.44 (Current assets/ short-term payables) Return on equity -10.8% 2.9% -7.9% 1.2% (Net Profit/ Equity) Inventory turnover ratio 76 87 47 54 (Inventory/ Cost of sales) x 365 days Receivables turnover ratio 56 50 71 66 (Trade receivables/ Sales) x 365 days Accounts payable turnover ratio 38 31 57 43 (Trade creditors / Cost of sales) x 365 days
3. Main risks and uncertainties 3.1.1 Customers and other trade receivables The Group’s risk management policies are The Group’s exposure to credit risk is applied in order to identify and analyze affected mainly by the characteristics the risks that the Group is exposed to, set of each individual customer. The statis - risk-taking limits and apply relevant tics associated with the Group’s control systems. The risk management customer base, including the default policies and relevant systems are exam - risk that exists in a specific market and ined from time to time so as to take into country where customers are in opera - account any changes in the market and tion, have a limited effect on credit risk the Group’s activities. since there is no geographic concen - The implementation of risk manage - tration of credit risk. During the fiscal ment policies and procedures is supervised year, only one customer (international) by the Internal Audit department, which represented over 10% of the sales performs ordinary and extraordinary audits effected in the fiscal year, and thus the relating to the implementation of proce - trading risk is distributed to a large dures, whereas the results of such audits number of customers. are notified to the Board of Directors. The Board of Directors has laid down a credit policy which requires that all new 3.1 Credit risk customers are scrutinized individually as Credit risk is the risk that the Group will regards their creditworthiness before incur loss if a client or third party to a normal payment terms are proposed to transaction on a financial instrument fails them. The creditworthiness control to perform according to the terms and performed by the Group includes an exam - conditions laid down in the relevant ination of information from banking contract. Credit risk is mainly associated sources and other third party credit rating with receivables from clients and invest - sources, if any. Credit lines are set for every ments in securities. customer, and they are re-examined in the
ANNUAL FINANCIAL REPORT DECEMBER 2012 A11 light of current circumstances and, if 3.1.2 Investments required, the relevant sales and payment Investments are classified by the Group terms are readjusted accordingly. pursuant to the purpose for which they Customer credit lines are normally were acquired. The Management decides determined based on the insurance on the appropriate classification of the lines obtained for them from insurance investment during the time such was companies and then receivables are acquired and reviews the classification on insured based on such credit lines. each presentation date. Given that a significant number of insurance limits of Greek customers has 3.1.3 Guarantees been discontinued, the credit lines for The Group’s policy requires that no finan - domestic customers were considerably cial guarantees are provided. By way of reduced while the risk was further exception, however, such guarantees can diminished through the reduced credit be provided only to subsidiaries and affili - period currently granted to Greek ates based on a resolution passed by the customers. Board of Directors. In monitoring customer credit risk, customers are grouped depending on 3.2 Liquidity risk their credit characteristics, the aging Liquidity risk is the risk that the Group will profile of their receivables and the exis - be unable to fulfill its financial liabilities tence of any possible previous difficulties upon maturity. According to the in collecting receivables. Trade and other approach adopted by the Group for receivables include mainly wholesale liquidity management, through the main - customers of the Group. Any customers tenance of absolutely necessary cash and characterized as being of “high risk” are cash equivalents and sufficient credit lines included in a special list of customers and with cooperating banks, the Group will future sales must be received in advance always have adequate funds to fulfill its and approved by the Board of Directors. liabilities upon maturity, both under ordi - Depending on the background of the nary and extraordinary conditions, customer and its capacity, the Group without incurring unacceptable loss or demands real or other security (e.g. jeopardizing the Group’s reputation. letters of guarantee) in order to secure its To prevent liquidity risks, when receivables, if possible. preparing its annual budget, the Group The Group records a provision for estimates its cash flows for one year. The impairment, which represents its estimated Group also estimates such cash flows losses relating to customers, other trade every quarter so as to ensure that it holds receivables and investments in securities. sufficient cash and cash equivalents to The above provision includes mainly meet its operating needs, including the impairment losses relating to specific fulfillment of its financial liabilities. This receivables which, based on given condi - policy does not take into account the rele - tions, are expected to be incurred, but are vant effect from extreme conditions that not finalized yet. cannot be foreseen.
A12 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. 3.3 Market risk to foreign currencies in relation to the Market risk is the risk of fluctuations in anticipated sales and purchases as well raw material prices, exchange rates and as receivables and liabilities in foreign interest rates which can have an effect currency. on the Group’s results or the value of its In most of the cases, the Group signs financial instruments. Market risk foreign currency futures with its management is aimed at controlling foreign counterparties in order to the Group’s exposure to relevant risks hedge the risk of foreign exchange rate within a framework of acceptable changes, which expire normally in less parameters, with a parallel optimization than one year from the balance sheet of performance. date. When necessary, such futures are The Group uses transactions on deriva - renewed upon expiry. On a per-case tive financial instruments in order to hedge basis, foreign exchange risk may also part of market risks. be hedged by obtaining loans in the respective currencies. 3.3.1 Metal Raw Material Fluctuation Risk Loan interest is in the same currency (copper, aluminum, other metals) as that used in the cash flows arising The Group bases both its purchases and from the Group’s operating activities, sales on stock prices/indices linked to the which is mainly the Euro. prices of copper and other metals which Group investments in foreign are used by the Group and included in its subsidiaries having other functional products. The risk from metal price fluctu - currency than the Euro (e.g. RON for ICME ation is covered by hedging instruments ECAB) are not hedged because such (futures and options on London Metal foreign exchange positions are considered Exchange-LME). The Group, however, to be of long-term nature. does not use hedging instruments for the entire stock of its operation and, as a 3.3.3 Interest rate risk result, any drop in metal prices may have The Group obtains funds for its invest - a negative effect on its results through ments and its working capital through inventories depreciation. bank loans and bond loans, and thus debit interest is charged to its results. Any 3.3.2 Foreign exchange risk upward trend of interest rates will have a The Group is exposed to foreign exchange negative effect on results since the Group risk in connection with its sales and will bear additional borrowing costs. purchases and its loans issued in a currency The interest rate risk is mitigated as part other than the functional currency of the of the group’s loans are obtained based on Group companies, which is primarily the fixed interest rates, either directly or Euro. The currencies used for such transac - through the use of financial instruments tions are mainly the Euro, the US dollar and (interest rate swaps). the pound. Over time, the Group hedges the 3.3.4 Capital management greatest part of its estimated exposure The policy applied by the Board of
ANNUAL FINANCIAL REPORT DECEMBER 2012 A13 Directors includes the maintenance of upgrade and improvement plans in a robust capital basis, in order to keep FULGOR plant which resulted in a the Group trustworthy among considerable increase in productivity investors, creditors and market players, and, thus, competitiveness. The Group and allow the future development of has entered dynamically the field of the Group’s activities. The Board of medium-voltage submarine cables Directors monitors capital perform - while aiming at a considerable increase ance, which is defined by the Group as of special cables and conductors at the net results divided by the total net higher margins. Meanwhile, the efforts worth, exclusive of non convertible made the last few years to increase preferred shares and minority interest. sales to European energy network oper - The Board of Directors also monitors ators and to significant projects in the level of dividends distributed to Middle East and North Africa are gradu - holders of ordinary shares. ally met with success. The Board of Directors tries to maintain Hellenic Cables aims to maintain its a balance between the higher perform - leading position in the Greek and ance levels which would have been Romanian markets relying on the long- attained through increased loans and the standing relations developed with compa - advantages and security offered by a nies in the energy and construction robust and healthy capital basis. sectors and also on the high quality and The Group does not have a specific own competitive pricing of its products. As for share purchasing plan. exports, maintaining its shares in the main There have been no changes in the EU markets and further expanding its approach adopted by the Group clientele base to electricity generation, concerning capital management during transmission and distribution companies the fiscal year. and also to specialized sectors such as renewable energy sources (cables for 4. Objectives and Outlook for 2013 photovoltaic plants and wind parks) is No significant improvement of the deemed important. A considerable rise in circumstances on a European scale is sales to non-EU countries is also expected. expected in 2013 although many markets Moreover, in 2013 a major invest - have given signs of stabilization and ment plan of euro 40 million is being gradual recovery and increased trust is implemented with respect to the shown in the improvement of the condi - manufacturing of high-voltage subma - tions in Greece, as illustrated by the rine cables. The effects on the Group’s ratings of the international rating agency financial results will be felt as of 2014 Standard & Poor's. when business activity will be Hellenic Cables Group remains launched but market developments moderately optimist about the future in and the information obtained from our this difficult business environment. customers and associates make us feel 2012 saw the completion of major optimistic about the future.
A14 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. TABLE 1.2 Transactions of Hellenic Cables Company with subsidiaries (amounts in euro )
Companies Sales of goods, Purchases of goods, Receivables Liabilities services & fixed assets services & fixed assets ΙCME ECAB 15,167,562 27,406,805 411,632 28,420,256 FULGOR 61,822,569 92,677,519 20,865,784 0 LESCO EOOD 21,260 1,309,817 4,170 496,469 GENECOS 0 227 87,717 38,674 Subsidiaries’ Total 77,011,392 121,394,368 21,369,303 28,955,399
TABLE 1.3 Transactions of Hellenic Cables Company with Affiliates (amounts in euro )
Companies Sales of goods, Purchases of goods, Receivables Liabilities services & fixed assets services & fixed assets STEELMET S.A. 0 1,055,166 0 253,294 HALCOR 13,409,996 11,086,824 387,785 0 METAL AGENCIES 6,357,520 473,913 3,415,527 159,714 FITCO 686,802 0 179,284 1,583 ELVAL S.A. 1,564,515 717,721 229,008 1,032,180 ERLIKON 10 2,148,895 0 147,464 SOFIA MED 0 675,208 0 78,557 OTHER 661,229 2,462,331 1,068,156 733,259 Affiliates’ Total 22,680,074 17,944,851 5,279,759 2,327,494
TABLE 1.4 Transactions of VIOHALCO Group with Hellenic Cables Group (amounts in euro )
Companies Sales of goods, Purchases of goods, Receivables Liabilities services & fixed assets services & fixed assets STEELMET 0 1,055,166 0 253,294 HALCOR 18,752,388 24,942,348 2,112,697 933,891 SOFIA MED 901,291 3,556,687 124,175 879,616 METAL AGENCIES 6,493,471 529,304 3,637,485 221,196 STEELMET ROMANIA 1,421,630 1,249,369 13,030 449,724 ELVAL 2,489,528 3,331,054 769,833 1,455,697 ERLIKON 10 3,277,964 0 421,606 COOPER VALIUS 2,384,783 0 11,183 0 OTHER 3,594,905 3,556,815 1,639,310 985,264 TOTAL 36,038,005 41,498,707 8,307,713 5,600,287
5. Significant transactions with SOFIA MED sells copper products prima - Affiliates rily to the subsidiary Genecos. The transactions of the Hellenic Cables METAL AGENCIES acts as trader-distrib - Group and Company are set out in the utor of Hellenic Cables Group in Great Tables 1.2, 1.3 and 1.4. Britain. STEELMET provides Hellenic Cables with FITCO buys copper scrap from the administration and organization services. returns generated from the production HALCOR purchases from Hellenic Cables process. Group copper scrap from the returns gener - ELVAL buys from Hellenic Cables Group ated from the production process and PVC aluminum scrap from the returns generated which HALCOR uses for insulated pipes. from the production process. Hellenic Cables Group purchases from ERLIKON sells to Hellenic Cables steel HALCOR significant quantities of wire for wires for cable manufacturing. cable manufacturing. COOPER VALIUS buys from ICME ECAB
ANNUAL FINANCIAL REPORT DECEMBER 2012 A15 copper scrap from the returns generated share is paid to its holder within two (2) from the production process. months from the date of the General ICME ECAB purchases from Hellenic Meeting that approved the financial Cables plastic/rubber mixes for its produc - statements. The right to receive dividend tion process as well as finished cables that is cancelled after five (5) years from the the company cannot produce. ICME ECAB end of the year, during which the also sells to Hellenic Cables semi-finished General Meeting approved the dividend and finished products for distribution in the distribution. domestic market. • Pre-emptive right to any share capital FULGOR purchases from Hellenic increase and withdrawal of new shares. Cables raw materials and semi-finished • Right to participate in the General Share - products for cable production and sells to holders’ meeting. Hellenic Cables finished (mainly cables) • The capacity of the shareholder right - and semi-finished products. fully entails acceptance of the LESCO EOOD sells to Hellenic Cables Company’s articles of association and wooden packaging materials. the decisions of its bodies, which are in accordance with such and the law. 5.1 Remuneration paid to Board members • The Company’s shares are indivisible and top executives and the Company does recognize only The fees paid to management executives one owner exclusively for each share. All and members of the Board of Directors in co-owners of shares, as well as those 2012 amounted to euro 1,039,407 for with usufruct or bare ownership of such Hellenic Cables Group and euro 670,286 for are represented in the General Meeting the parent company Hellenic Cables. by only one individual, who is desig - nated by such following an agreement. 6. Detailed Information under Article In case of a dispute, the share of the 4(7) of Law 3556/2007 above owners is not represented. 6.1 Structure of Share Capital • Shareholders are not liable further than The Company’s share capital amounts to the nominal value of each share. euro 20,977,916 divided into 29,546,360 common registered shares with a nominal 6.2 Limitations to the transfer of value of euro 0.71 each. All shares are listed Company shares and traded on the primary securities The transfer of Company shares takes place market of the Athens Stock Exchange, in as stipulated by the Law and there are no the Large Capitalization category. The limitations regarding such transfers from Company’s shares are dematerialized, its Articles of Association. registered with voting rights. According to the Company’s articles of 6.3 Significant direct or indirect holdings association the rights and obligations of according to the definition of articles 9 to shareholders are the following: 11 of L. 3556/2007 • Right to dividend from the Company’s The significant (over 5%) holdings on annual earnings. The dividend of each 31.12.2012 are as follows:
A16 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. • VIOHALCO S.A.: percentage of 74.47% of convenes with quorum of 2/3 of the paid voting rights (direct and indirect) up share capital, has the right to increase • HALCOR S.A.: percentage of 72.53% of the Company’s share capital through share capital issuance of new shares, by means of a decision made by a majority of 2/3 of the 6.4 Shares incorporating special represented votes. control rights • The Company’s articles of association do There are no Company shares that provide not allow the granting to the Board of special control rights to owners. Directors or to specific BoD members of any right corresponding to the General 6.5 Limitations on voting rights Meeting, for issuance of shares and According to the Company’s Articles of share capital increase. Association, there are no limitations on • The Board of Directors may proceed with voting rights emanating from its shares. the purchase of own shares in the The rules of the Company’s articles of asso - context of a decision by the General ciation, which stipulate issues of voting, are Meeting according to article 16 par. 5 to included in article 24 of its Articles of Asso - 13 of C.L. 2190/20. ciation. • In pursuance of article 13(e) of C.L. 2190/20, the Company’s Board of Direc - 6.6 Agreements between Company tors during the month of December of Shareholders years 2006 until 2013, increases the To the knowledge of the Company Company’s share capital, without Management, there are no agreements amendment of its articles of association, between shareholders. by issuing new shares in the context of the Stock Option Plan approved by the 6.7 Rules for appointment and replace - General Shareholders’ Meeting on ment of BoD members and amendment of 26/6/2002. Detailed information on the the articles of association latter is presented analytically in note 30 The rules stated by the Company’s Articles of the Annual Financial Statements. of Association regarding the appointment and replacement of its Board of Directors’ 6.9 Significant agreements put into effect, members and the amendment of the amended or terminated in case of a provisions of its Articles of Association do change in the Company’s control not differ from those stipulated by C.L. The contracts of the Company’s ordinary 2190/1920. bond loans, which were undertaken in full by Banks and are presented in note 31.2 of 6.8 Responsibility of the Board of Direc - the annual financial statements (Group: tors for the issuance of new shares or the euro 92 million, of which euro 34 million purchase of own shares are of short-term duration; and for the • Article 6 § 1 of the Company’s articles of Company euro 65 million, of which euro 34 association stipulates that only the million are of short-term duration), include General Shareholders’ Meeting, which a clause for change in control in their
ANNUAL FINANCIAL REPORT DECEMBER 2012 A17 terms, which provides lenders with the and described in the Corporate Gover - right to denounce such before their matu - nance Code of SEV save the following prac - rity in case the clause is activated. tices for which the relevant explanations To the best of the Company Manage - are laid down: ment’s knowledge, there are no other •P art A.2. 2.2, 2.3 & 2.5: Size and agreements which are put into effect, composition of the Board : a) The inde - amended or terminated in case of a pendent non-executive members of the change in the Company’s control. current Board of Directors are two (2) out of eleven (11) and, therefore, their 6.10 Agreements with BoD members or number is less than the one third of all the Company’s staff its members, as indicated in the Code; b) To the best of the Company Manage - an independent member has served for ment’s knowledge, there are no agree - a period exceeding 12 years from his/her ments of the Company with the first election. members of its Board of Directors or with Under the current circumstances, it was its staff, which stipulate the payment of deemed that the increase in the number indemnity specifically in case of resigna - of independent members or the restric - tion or termination of employment tion of members' term of office would without reasonable cause or of termina - not improve the effective operation of tion of their term or employment. the company. • Part A.3. 3.3 Role and profile of the 7. STATEMENT OF CORPORATE Board Chairman : The Chairman of GOVERNANCE the Board of Directors is an executive 7.1 Code of Corporate Governance member while the Vice-chairman is a The Company and the Group have non-executive, non-independent adopted the practices of Corporate Gover - member. nance as to how it is managed and run, as Under the current circumstances, it these are specified by the applicable insti - was not deemed that the company's tutional framework and the Corporate more effective operation would be Governance Code recently published by guaranteed if the Board Vice-chairman the Hellenic Federation of Enterprises (SEV) were an independent member in addi - (hereinafter referred to as “code”) and avail - tion to non-executive. able on the following website: • Part A.5. 5.5. Nomination of Board http://www.sev.org.gr/Uploads/pdf/K members : There was no committee to ED_SEV_InternetVersion_updated- nominate members until the time this new2132011.pdf Statement was drafted for the same In the context of preparation of the reasons as above. Annual Management Report of the Board • Part A.7 .7.1. – 7.3. Evaluation of of Directors, the Company reviewed the Board of Directors and its Commit - Code. Based on such review, the Company tees : Until the time this Statement was concluded that it applies the special prac - drafted, the Company had not chosen tices for listed companies that are set out any specific collective procedure to eval -
A18 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. uate the effectiveness of the Board of financial situation and the generation of Directors and its Committees. reliable financial statements. • Part C.1. 1.6. Level and structure of As regards the preparation of financial remuneration : Until the time this State - statements, the Company reports that ment was drafted, there was no Remu - the financial reporting system of neration Committee. The issue will be “Hellenic Cables S.A.-Hellenic Cables soon reviewed. Industry” uses an accounting system that The Company does not implement any is adequate for reporting to Manage - other corporate governance practices than ment and external users. The financial the special practices of the Corporate statements and other analyses reported Governance Code of SEV and the provi - to Management on a quarterly basis are sions of Law 3873/2010. prepared on an individual and consoli - dated basis in compliance with the Inter - 7.2 Main characteristics of the Internal national Financial Reporting Standards, Control and Risk Management Systems in as adopted by the European Union for relation to the preparation of the Financial reporting purposes to Management, and Statements and financial reports. also for the purpose of publication in line with the applicable regulations on a 7.2.1 Description of main characteristics quarterly basis. Both administrative infor - and details of the Internal Control and mation and financial reports to be Risk Management Systems -in relation to published include all the necessary the preparation of the consolidated details about an updated internal control financial statements system including analyses of sales, The Internal Control System of the cost/expenses and operating profits as Company covers the control procedures well as other data and indexes. All involving the functioning of the reports to Management include the data Company, its compliance with the of the current period compared to the requirements of supervisory authorities, respective data of the budget, as the risk management and preparation of latter has been approved by the Board of financial reports. Directors, and to the data of the respec - The Internal Audit Function controls the tive period of the year before the report. proper implementation of each procedure All published interim and annual finan - and internal control system regardless of cial statements include all necessary infor - their accounting or non-accounting mation and disclosures about the financial content and evaluates the enterprise by statements, in compliance with the Inter - reviewing its activities, acting as one national Financial Reporting Standards, as service to Management. adopted by the European Union, reviewed The Internal Control System aims, by the Audit Committee and approved in among others, to secure the thorough - their entirety by the Board of Directors. ness and reliability of the data and infor - Controls are implemented with mation required for the accurate and respect to: a) risk identification and eval - timely determination of the Company’s uation as for the reliability of financial
ANNUAL FINANCIAL REPORT DECEMBER 2012 A19 statements; b) administrative planning S.A. (Greek ICPA Reg. No: E 120), i.e. the statu - and monitoring of financial figures; c) tory auditors of both consolidated and fraud prevention and disclosure; d) roles company financial statements of Hellenic and powers of executives; e) year Cables S.A. for the year ended on 31 closing procedure including consolida - December 2012 are not related to the tion (e.g. written-down procedures, Company or to any persons having supervi - access, approvals, agreements, etc) and sory responsibilities over the Company’s f) safeguarding the data provided by financial reporting which could be consid - information systems. ered as affecting their independence on the The internal reports to Management date of this report. Therefore, they remain and the reports required as per Codified independent within the meaning of Article Law 2190/1920 and by the supervisory 20 of Law 3693/2008. authorities are prepared by the Financial Services Division, which is staffed with 7.3 Takeover bids - Information adequate and experienced executives to • There are no binding takeover bids this effect. Management takes steps to and/or rules of mandatory assignment ensure that these executives are and mandatory takeover of the adequately updated about any changes in Company's shares or any statutory provi - accounting and tax issues concerning both sion on takeover. the Company and the Group. • There are no third-party public offers to The Company has established separate take over the Company’s share capital procedures as to how to collect the necessary during the last and current year. data from the subsidiaries, and sees to the • In case the Company decides to takes reconciliation of separate transactions and to part in such a procedure, this will take the implementation of the same accounting place in the context of European laws principles by the Group companies. and applicable Greek laws.
7.2.2 Annual evaluation of corporate 7.4 General Meeting of shareholders and strategy, main business risks and Internal rights of shareholders Control Systems A General Meeting is convened and func - The Company’s Board of Directors states tions in compliance with the stipulations that it has examined the main business of the Articles of Association and the risks facing the Group, as well as the relevant provisions of Law 2190/1920, as Internal Control Systems. On an annual amended and in force today. The basis, the Board of Directors reviews the Company makes the necessary publica - corporate strategy, main business risks tions in line with the provisions of Law and Internal Control Systems. 3884/2010 and generally takes all steps required for the timely and thorough 7.2.3 Evaluation of the legal auditors’ inde - information of shareholders about how pendence as per the provisions of Law to exercise their rights. The latter is 3693/2008 ensured by publishing the invitations to "Deloitte -Hadjipavlou Sofianos & Cambanis General Meetings and uploading them
A20 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. on the Company’s website, the text of • Securing the implementation of its busi - which contains a detailed description of ness activity on a daily basis through a shareholders rights and how these are special authorization system while the exercised. other issues falling under its scope are implemented by way of special deci - 7.5 Composition and functioning of the sions. Board of Directors, Supervisory Bodies • The main powers of the Board's secre - and Committees of the Company tary are to support the Chairman and the body’s general functioning. 7.5.1 Role and responsibilities of the Board of Directors The existing Board of the Company The Company’s Board of Directors is consists of 12 members of whom: responsible for the long-term strategy and • 4 are executive (Chairman & 3 Members) operational goals of the Company and • 6 are non-executive (Vice-chairman & generally for control and decision-making other Members) in the context of the stipulations of C.L. • 2 are independent, non-executive (other 2190/1920 and the Articles of Association, members) and for the compliance with corporate governance principles. The existing Board of Directors of Hellenic The Board of Directors convenes at the Cables S.A.-Hellenic Cables Industry necessary intervals so as to perform its consists of the following: duties effectively. • Ioannis Batsolas, The role and responsibilities of the Chairman, executive member Board of Directors are summed up as • Konstantinos Laios, follows: Vice chairman, non-executive member • Oversight and monitoring of Company • Alexios Alexiou, operations as well as control of attain - executive member ment of business goals and long-term • Michael Diakogiannis, plans; non-executive member • Formulation and determination of • Andreas Katsanos, Company core values and objectives; non-executive member • Securing the alignment of the adopted • Andreas Kyriazis, strategy with Company goals. independent, non-executive member • The Board of Directors ensures that • Nikolaos Galetas, there are no conflicts of interests and independent non-executive member examines any incidents or cases of devi - • Georgios Stergiopoulos, ation from the policy involving informa - executive member tion confidentiality. • Ronald Gee, • Ensuring the reliability and approval of non-executive member the Company’s Financial Statements • Wiedenmann Rudolf, prior to their final approval by the Ordi - non-executive member nary General Meeting; • Iakovos Georganas,
ANNUAL FINANCIAL REPORT DECEMBER 2012 A21 non-executive member Germany. He had worked in the Public • Ioannis Stavropoulos, Power Corporation where he assumed a executive member senior management post. Since 1983 he has assumed various management posts The members of the Board are elected in various companies of VIOHALCO for a one-year term by the General Meeting Group. He is also the Chairman on the of shareholders. The existing Board of Board of ICME ECAB S.A. Directors of the Company was elected by the Ordinary General Meeting on 29 June Alexios Alexiou, 2012 and its term of office shall expire executive member during the first half of 2013. Mr. Alexios Alexiou is a graduate of the The Board of Directors met 79 times Economics University of Piraeus and made during 2012 with 9 of its 12 members his postgraduate studies in Financial having attended them in person. Sciences in Strathclyde University. He has been working in VIOHALCO Group since 7.5.2 Below are given the curriculum vitae 1996. He has worked as Financial Manager of the Board members: of HELLENIC CABLES S.A. during 2002- 2003, General Manager of ICME ECAB S.A. Ioannis Batsolas, during 2003 – 2008 and General Manager Chairman of HELLENIC CABLES S.A. from 2009 to Mr. Batsolas Ioannis is a qualified electrical date. engineer of the KARLSRUHE University in West Germany and has been working in Michael Diakogiannis, VIOHALCO Group since 1970. He has non executive member served as Quality Control Manager and He is a graduate of Athens University of Technical Manager of HELLENIC CABLES Economics and Business. He worked as S.A. and also General Manager of Teleca - Financial Manager of VIOHALCO bles S.A. from 1991 to July 2011. He is also VITROUVIT S.A. from 1967 to 1978. From the Chairman on the Board of Directors of 1979 to 1988 he worked as Financial HELLENIC CABLES S.A. since 2005 to date Manager of HELLENIC CABLES S.A. From and had also been the Chairman on the 1989 to 2000 he worked as Financial Board of TELECABLES S.A. from 2009 to July Manager of VIOHALCO S.A. and from 2000 2911. He is a simple member in other to date he is the General Manager of the Group companies. He is also a Secretary of same company. the Association of Viotia Industries. Andreas Katsanos, Konstantinos Laios, non-executive member Vice-Chairman, non-executive member Mr. Andreas Katsanos is a graduate of Mr. Laios is a graduate mechanical-elec - Piraeus Economics University and has trical engineer from the National Poly - been working in VIOHALCO Group since technic University of Athens having 1960. He has worked as supervisor of made his postgraduate studies in various Group companies and from 1978
A22 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. to 1980 he held the post of General ments (ETEBA) where he also served as Manager in VIOTIA CABLES S.A. From General Manager. Mr. Galetas has also 1989 to date he is the Manager of the served as Management Consultant to metal department of VIOHALCO Group ETEVA and EFG EUROBANK PROPERTIES companies. Mr. Katsanos had played a S.A., while also being a member on the BoD decisive role in the Bank of Greece of many companies including, among adopting and applying in Greece others, EFG EUROBANK PROPERTIES S.A. hedging procedure (metal price volatility and ERT (Vice-chairman), and also in hedging), through the London Metal various subsidiaries of ETEBA Group where Exchange. He also participates in the he assumed the post of Board Chairman Board of Directors of HALCOR S.A. during his long career in the said corpora - tion. In addition, during the period 1990- Andreas Kyriazis, 92 he offered consulting services to the independent non-executive member Ministries of Internal Affairs, Agriculture Mr. Andreas Kyriazis is a graduate of the and Coordination. Chemistry Department of Physics and Mathematics School of Athens University. Georgios Stergiopoulos, He has served as Chairman of the Central executive member Union of Greek Chambers, the Union of Mr. Georgios Stavropoulos is a graduate of Balkan Chambers, the Chamber of Athens University of Economics and Busi - Commerce and Industry of Athens, the ness and has been working in VIOHALCO Hellenic Productivity Centre, the Hellenic S.A. Group since 1971. He has served as Society of Business Administration, and the Financial Manager of SANITAS AGENCY S.A. Association of Timber Industry. He has also and many other Group companies. He is served as Vice-chairman of the Union of chairman of DIATOUR S.A., vice-chairman the European Chamber of Commerce and of NOVAL S.A. and member on the Board of Industry and General Secretary of the Directors of other Group companies. Union of Greek Chemists. Ronald Gee, Nikolaos Galetas, non-executive member independent non-executive member Mr. Ronald Gee studied in Balliol College Mr. Nikolaos Galetas is a graduate of the Oxford and has served as senior officer of Theology School of Athens University and the British Air Force during World War II. He studied in Technische Hochschule Wien is a member of the BoD of Hellenic Cables while being a graduate engineer of the over the last 25 years. He has also served as Electrical Engineering School of the commercial member of the London Metal National Polytechnic University of Athens. Exchange in London for many years. During his long career, Mr. Galetas held management posts in the Hellenic Devel - Wiedenmann Rudolf, opment Bank (ETBA), Planning and Devel - non-executive member opment Company (EPA) and the Hellenic Dr. Rudolf Wiendenmann has studied Bank of Industrial Development Invest - chemistry in Ludwig- Maximilians Univer -
ANNUAL FINANCIAL REPORT DECEMBER 2012 A23 sität München and has a PhD in natural from 12.01.1989 to 31.01.1991, a member sciences. From 1967 to 1976 he worked in of the Executive Committee of the Board the research and development team of of the Union of Hellenic Banks, a member SIEMENS in Germany. From 1976 to 1990 of the Committee of Deputy Governors of he worked as Director of various depart - Long-term Credit Institutes of the Euro - ments of SIEMENS while from 1991 to 1998 pean Community and a member of the he held the post of Chairman of the energy Board of Directors of the Foundation for cable department. In addition, during the Economic and Industrial Research (IOBE). period 1994-1997 he held the post of He has also served as chairman of the Chairman of the European Association of Audit Committee of Piraeus Bank (June Cable Manufacturers (EUROPACABLE). He 2000 - August 2001). is also a Board member of ICME ECAB S.A. Ioannis Stavropoulos, Iakovos Georganas, executive member non-executive member Mr. Ioannis Stavropoulos is a graduate of Mr. Iakovos Georganas studied in the Piraeus University (former Higher Industrial University of Economics and Business School of Piraeus) and has been working in (Athens, 1955) and in Harvard Business VIOHALCO Group since 1972. He has School (Advanced Management Program served as Financial Manager of VITROUVIT – spring 1979). He is non-executive vice- S.A. (1978), General Manager of Hellenic chairman of the Board of Directors of Cables Mesologi S.A. (1989), General Piraeus Bank and Chairman of the Risk Manager of KEM S.A. (1998) and General Management Committee. He has been an Manager of SIDENOR S.A. (1999). He is also executive vice-chairman of the Board of a member on the Board of other Group Directors of the Bank since January 1992 companies. to May 2004. He is also the Chairman of Hellenic Exchanges S.A. and a member on 7.6 Audit Committee the Board of the Hellenic Telecommunica - 7.6.1 Description of the composition, tions Organization S.A., member on the functioning, work, responsibilities and of Board of the Association of Greek Indus - the issues discussed during Committee tries and Vice-chairman of the BoD of the meetings Greek-Japanese Chamber of Commerce. The Audit Committee, which is elected and He is also a member of the Board of functions in line with Law 3693/2008 various commercial, industrial, financing (Article 37), consists of three non-executive companies without executive powers. In members of the Board of Directors. One of July 1958 he joined the service of the them is independent and his main task, in Organization for Financing Financial the context of the obligations described by Development, later renamed into ETBA the above law, is to support the Company’s bank, and withdrew after 32 years Board of Directors to fulfill its mission to (31.01.1991) as Senior Deputy-Governor. safeguard the effectiveness of accounting He was a vice-chairman and member of and financial systems, audit mechanisms, the Hellenic Capital Market Commission business risk management systems; assure
A24 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. compliance with the legal and regulatory statements of the Company. At the same framework; and implement effectively time, it recommends corrective actions and Corporate Governance principles. procedures so as to deal with any findings More specifically, the Audit Committee or failures in areas of financial reports or has the following responsibilities: other important functions of the Company. • To examine the effectiveness of all According to the Internal Regulation for Management levels in relation to the its Operation, the Audit Committee safeguarding of the resources managed consists of one independent and non- and their compliance with the Company’s executive member of the Board of Direc - established policy and procedures; tors and two non-executive members who • To evaluate the procedures and data in have the necessary knowledge and expe - terms of adequacy as for the attainment rience for the Committee’s work. of objectives and assess the policy and The existing Audit Committee consists the program concerning the activity of the following persons: under review; • To control periodically the various func - BoD members : Andreas Kyriazis - tions of different divisions or depart - independent, ments so as to ensure that their various non-executive member functions are carried out regularly, Michael Diakogiannis - comply with Management instructions, non executive member Company policy and procedures, and Andreas Katsanos - that they abide by Company objectives non executive member and standards of management practice; • To review internal audit reports and 7.6.2 Number of Committee meetings and specifically: frequency of each member’s participation - to evaluate the adequacy of their extent; in meetings - to confirm the accuracy of reports; The Audit Committee met 4 times during - to examine the adequacy of support to 2012 having full quorum. results. 7.6.3 Evaluation of effectiveness and The Audit Committee receives the performance of the Committee following reports on audit activity: Until the time this Statement was drafted, • Extraordinary reports no special procedures had been estab - • Financial audit quarterly reports lished to evaluate the effectiveness of the • Ordinary audit annual reports Audit Committee. Company Management • Corporate Governance Reports will establish such procedures in the future.
The Audit Committee examines and 8. Environmental / Occupational risk ensures the independence of the HELLENIC CABLES Group has realized the Company’s external auditors and takes interaction between its operation and cognizance of their findings and the Audit the natural and working environment. Reports on the annual or interim financial This is why the Group implements poli -
ANNUAL FINANCIAL REPORT DECEMBER 2012 A25 TABLE 1.5 Share capital of Group subsidiaries and associates
CORPORATE NAME Currency Number Nominal Share of shares value of share Capital Subsidiaries FULGOR S.A. Euro 12,119,237 2.94 35,630,557 ICME ECAB S.A. RON 348,634,000 0.1 34,863,400 LESCO OOD Euro 5,850 51.54 301,506 GENECOS S.A. Euro 10,000 25 250,000 LESCO ROMANIA RON 90,000 1 90,000 DELAIRE Euro 15,000 1.71 25,650 E.D.E. S.A. Euro 40,000 2.93 117,200
Associates STEELMET S.A. Euro 15,900 29.35 466,665 ΜETAL GLOBE LTD Euro 250,000 1 250,000 METAL AGENCIES LTD. GBP 1,000,000 1 1,000,000 COPPERPROM LTD Euro 600 30 18,000
cies and systems and makes continuous 10. Company Branches investments in the research and devel - The Company keeps: opment of know-how which help it 1. a branch in Tavros, 252 Peiraios street, achieve its objective of Sustainable where it houses its commercial depart - Development. ments; In addressing the potential impact on 2. a branch at Kalochori, Thessalonica, for the Environment (environmental risk) and the sale of its products in northern Greece; on the Health and Safety of its workforce 3. a branch at Aghios Georgios, Levadia, (occupational risk), the Company where its enameled wire plant is located; performs all necessary risk assessment 4. a branch at Oinofyta, Viotia (53rd km of studies and takes preventive measures Athens-Lamia National Highway) where and initiatives, monitoring the relevant the plant of plastic and rubber indicators (Quality, Environment, Health compounds is located; and Safety) it has implemented. These 5. a branch at Thiva, Viotia (69th km of indicators are monitored and evaluated Athens-Thiva Old National Highway) regularly and are communicated to all where the cable production plant is Company levels. In addition, the Group located; has obtained certification of the Quality 6. a branch at Marousi (33, Amarousiou Management System as per ISO Halandriou Avenue) where the 9001:2008 standard, of Environmental Company's principal establishment is Management as per ISO 14001:2004 and located. of Occupational Health and Safety as per OHSAS 18001:2007 with respect to all 11. Important events having occurred Group facilities in Greece. after period end until submission date of the report 9. Share capital of Group subsidiaries During January 2013, the Company took and associates steps to terminate the Joint Venture The share capital in subsidiaries & associ - “NEXANS – HELLENIC CABLES – FULGOR – ates is exhibited in Table 1.5 . PPC 2009” due to expiry of its activities.
A26 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. 12. CONCLUSIONS dividends from prior-period profits. Dear Shareholders, we presented an account In conclusion, dear Shareholders, we of the financial year 2012, the risks and how would like first to express our gratitude for these will be managed together with the the trust that you have shown in the prospects and development of the Company Company and we request you to approve for 2013. the Company’s Financial Statements, as The Board of Directors of HELLENIC well as the present report, for the fiscal year CABLES S.A. proposes to the General that ended on 31 December 2012. Meeting of shareholders to not distribute
Athens, 25 February 2013
The Chairman of the Board of Directors Ioannis Batsolas
ANNUAL FINANCIAL REPORT DECEMBER 2012 A27 Individual and Consolidated Statement of Financial Position Amounts in euro
GROUP COMPANY 2012 2011 2012 2011 ASSETS Property, plant and equipment 148,722,702 142,699,539 70,809,530 69,658,858 Intangible assets 10,681,176 10,160,040 494,557 267,637 Investment property 383,271 2,270,174 383,271 2,270,174 Holdings in subsidiaries and affiliates 605,268 779,726 49,888,215 21,146,967 Other investments 1,807,484 1,807,484 1,807,484 1,807,484 Deferred tax assets 231,404 427,949 -- Other receivables 1,072,420 574,029 954,588 469,670 Total non-current assets ____1__6_3_,_5_0_3__,7__2_5 ____1__5_8_,_7_1_8__,9__4_1 ____1__2_4_,_3_3_7__,6__4_5 ______9_5_,_6_2_0__,7__9_0
Inventories 87,938,716 92,165,783 45,396,172 45,580,792 Customers and other trade receivables 70,979,964 76,081,125 72,687,181 84,220,775 Derivatives 287,899 130,965 248,145 130,965 Cash and cash equivalents 17,696,954 18,983,379 14,798,759 12,562,333 Total current assets ____1__7_6_,_9_0_3__,5__3_3 ____1__8_7_,_3_6_1__,2__5_2 ____1__3_3_,_1_3_0__,2__5_7 ____1__4_2_,_4_9_4__,8__6_5 Total assets ____3__4_0_,_4_0_7__,2__5_8 ____3__4_6_,_0_8_0__,1__9_3 ____2__5_7_,_4_6_7__,9__0_2 ____2__3_8_,_1_1_5__,6__5_5
LIABILITIES EQUITY Share Capital 20,977,916 20,977,916 20,977,916 20,977,916 Share premium account 31,171,712 31,171,712 31,171,712 31,171,712 Reserves 21,310,598 22,194,269 24,557,927 24,517,887 Profit carried forward 29,703,324 40,951,919 10,937,486 17,868,281 Equity attributed to shareholders ____1__0_3_,_1_6_3__,5__5_0 ____1__1_5_,_2_9_5__,8__1_6 ______8_7_,_6_4_5__,0__4_1 ______9_4_,_5_3_5__,7__9_6 Minority interest 830,003 819,327 -- Total equity ____1__0_3_,_9_9_3__,5__5_3 ____1__1_6_,_1_1_5__,1__4_3 ______8_7_,_6_4_5__,0__4_1 ______9_4_,_5_3_5__,7__9_6
LIABILITIES Loans 59,279,543 65,405,241 30,693,076 38,016,667 Payables from financial leases 166,641 438,273 -- Payables for staff retirement indemnities 2,146,416 2,550,018 1,156,946 1,219,893 Grants 3,595,407 1,537,093 3,534,657 1,476,343 Provisions 200,000 200,000 200,000 200,000 Deferred tax liabilities 7,139,895 9,499,384 1,853,591 3,816,845 Total long-term liabilities ______7_2_,_5_2_7__,9__0_2 ______7_9_,_6_3_0__,0__0_9 ______3_7_,_4_3_8__,2__7_0 ______4_4_,_7_2_9__,7__4_8
Loans 108,470,222 105,352,490 71,093,859 56,882,150 Payables from financial leases 321,975 675,683 -- Suppliers and other liabilities 55,047,060 43,728,263 61,272,227 41,440,651 Derivatives ______4_6__,5__4_6 ______5_7_8__,6__0_5 ______1_8__,5__0_5 ______5_2_7__,3__1_0 Total short-term liabilities ____1__6_3_,_8_8_5__,8__0_3 ____1__5_0_,_3_3_5__,0__4_1 ____1__3_2_,_3_8_4__,5__9_1 ______9_8_,_8_5_0__,1__1_1 Total liabilities ____2__3_6_,_4_1_3__,7__0_5 ____2__2_9_,_9_6_5__,0__5_0 ____1__6_9_,_8_2_2__,8__6_1 ____1__4_3_,_5_7_9__,8__5_9 Total equity and liabilities ____3__4_0_,_4_0_7__,2__5_8 ____3__4_6_,_0_8_0__,1__9_3 ____2__5_7_,_4_6_7__,9__0_2 ____2__3_8_,_1_1_5__,6__5_5
*The attached notes of the Annual Financial Report 2012 are an integral part of the financial statements.
A28 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. Individual and Consolidated Statement of Total Income Amounts in euro
GROUP COMPANY 2012 2011 2012 2011 Sales 439,343,332 414,593,446 363,521,879 326,655,026 Cost of Sales ___(_4_2_2_,_1_7__4_,_8_7_2_ ) ___(_3_8_7_,_7_0__5_,_5_0_7_ ) ___(_3_5_6_,_0_9__7_,_7_9_3_ ) ___(_3_0_9_,_6_5__3_,_7_1_4_ ) Gross Profit 17,168,460 26,887,939 7,424,086 17,001,312 Other income 3,410,946 4,997,284 1,937,337 1,402,941 Distribution expenses (7,548,341) (7,325,092) (3,574,414) (4,029,916) Administrative expenses (8,773,573) (8,340,927) (4,400,726) (4,961,100) Other expenses (2,132,458) (4,403,344) (1,353,861) (1,560,180) Operating results ______2_,_1_2_5__,0__3_4 ______1_1_,_8_1_5__,8__6_0 ______3_2__,4__2_2 ______7_,_8_5_3__,0__5_7 Financial income 1,112,678 2,017,142 2,688,383 928,795 Financial expenses (16,455,417) (10,236,308) (11,842,145) (7,140,967) Income from dividends - 217,281 Profits/Losses from associated companies (71,761) 12,780 -- Earnings before income tax ____(_1_3_,_2_8__9_,_4_6_6_ ) ______3_,_6_0_9__,4__7_4 _____(_8_,_9_0__4_,_0_5_9_ ) ______1_,_6_4_0__,8__8_5 Income tax 2,101,220) (278,420) 1,973,264 (546,228) Year earnings/(loss) ____(_1_1_,_1_8__8_,_2_4_6_ ) ______3_,_3_3_1__,0__5_4 _____(_6_,_9_3__0_,_7_9_5_ ) ______1_,_0_9_4__,6__5_7
Other income Foreign exchange differences from conversion (961,250) 386,346 -- Change in fair value of cash flow hedging 77,172 (2,419,247) 50,050 (1,935,054) Income tax to other income items (14,086) 524,287 (10,010) 446,817 Total other income ______(_8_9__8_,_1_6_4_ ) _____(_1_,_5_0__8_,_6_1_4_ ) ______4_0__,0__4_0 _____(_1_,_4_8__8_,_2_3_7_ ) Total period results ____(_1_2_,_0_8__6_,_4_1_0_ ) ______1_,_8_2_2__,4__4_0 _____(_6_,_8_9__0_,_7_5_5_ ) ______(_3_9__3_,_5_8_0_ )
Profit/ (loss) attributed - to parent company shareholders (11,213,415) 3,262,533 (6,930,795) 1,094,657 - to third parties 25,169 68,521 - Year earnings/(loss) ____(_1_1_,_1_8__8_,_2_4_6_ ) ______3_,_3_3_1__,0__5_4 _____(_6_,_9_3__0_,_7_9_5_ ) ______1_,_0_9_4__,6__5_7
Total results attributable - to parent company shareholders (12,097,086) 1,754,601 (6,890,755) (393,580) - to third parties 10,676 67,839 - Total period results ____(_1_2_,_0_8__6_,_4_1_0_ ) ______1_,_8_2_2__,4__4_0 _____(_6_,_8_9__0_,_7_5_5_ ) ______(_3_9__3_,_5_8_0_ )
Earnings/ (loss) per share Basic earnings per share (0.387) 0.117 (0.239) 0.039 Diluted earnings per share (0.387) 0.117 (0.239) 0.039
*The attached notes of the Annual Financial Report 2012 are an integral part of the financial statements.
ANNUAL FINANCIAL REPORT DECEMBER 2012 A29 Consolidated statement of changes in equity Amounts in euro
Share Capital Consolidation Fair value Other Accumulated Total Minority Total and Share foreign reserves Reserves profit/ (loss) interest Shareholder’s premium exchange equity account differences Balance on 1 January 2011 ______4_2_,_5_5_5__,7__0_7 _____(_4_,_6_5__8_,_2_8_4_ ) ______1_,_8_9_4__,2__6_6 ______2_6_,_4_9_2__,7__9_3 ______3_7_,_6_6_2__,8__1_1 ____1__0_3_,_9_4_7__,2__9_3 ______7_5_1__,4__8_9 ____1__0_4_,_6_9_8__,7__8_2 Total period results Period earnings/(loss) -- - -3,262,533 3,262,533 68,521 3,331,054 Other income Foreign exchange differences - 381,494 ---381,494 4,852 386,346 Change in fair value of cash flow hedging --(1,889,425) --(1,889,425) (5,535) (1,894,960) Total other income ______- ______3_8__1_,4__9_4 ______(_1_,_8_8_9_,_4_2_5_ ) ______--______(_1_,_5_0_7_,_9_3_1_ ) ______(_6_8_3_ ) ______(_1_,_5_0_8_,_6_1_4_ ) Total period results ______- ______3_8__1_,4__9_4 ______(_1_,_8_8_9_,_4_2_5_ ) ______- ______3__,2_6__2_,5__3_3 ______1__,7_5__4_,6__0_2 ______6__7_,8__3_8 ______1__,8_2__2_,4__4_0 Transactions with shareholders directly posted to equity Share capital increase 9,593,921 ----9,593,921 - 9,593,921 Transfer of reserves/distribution -- -(26,575) 26,575 --- Total transactions with shareholders ______9__,5_9__3_,9__2_1 ______--______(_2_6_,_5_7_5_ ) ______2__6_,5__7_5 ______9__,5_9__3_,9__2_1 ______- ______9__,5_9__3_,9__2_1 Balance on 31 December 2011 ______5_2__,1_4__9_,6__2_8 ______(_4_,_2_7_6_,_7_9_0_ ) ______4_,8__4_1 ______2_6__,4_6__6_,2__1_8 ______4_0__,9_5__1_,9__1_9 _____1_1_5__,2_9__5_,8__1_6 ______8_1__9_,3__2_7 _____1_1_6__,1_1__5_,1__4_3
Balances as at 1 January 2012 ______5_2__,1_4__9_,6__2_8 ______(_4_,_2_7_6_,_7_9_0_ ) ______4_,8__4_1 ______2_6__,4_6__6_,2__1_8 ______4_0__,9_5__1_,9__1_9 _____1_1_5__,2_9__5_,8__1_6 ______8_1__9_,3__2_7 _____1_1_6__,1_1__5_,1__4_3 Total period results Year profits -- - -(11,213,415) (11,213,415) 25,169 (11,188,246) Other income Foreign exchange differences - (946,357) ---(946,357) (14,893) (961,250) Decrease of holding in subsidiary (35,180) (35,180) - (35,180) Change in fair value of cash flow hedging --62,686 --62,686 400 63,086 Total other income ______- ______(_9_4_6_,_3_5_7_ ) ______6__2_,6__8_6 ______- ______(_3_5_,_1_8_0_ ) ______(_9_1_8_,_8_5_1_ ) ______(_1_4_,_4_9_3_ ) ______(_9_3_3_,_3_4_4_ ) Total period results ______- ______(_9_4_6_,_3_5_7_ ) ______6__2_,6__8_6 ______(_1_1_,_2_4_8_,_5_9_5_ ) _____(_1_2_,_1_3_2_,_2_6_6_ ) ______1__0_,6__7_6 _____(_1_2_,_1_2_1_,_5_9_0_ ) Transactions with shareholders directly posted to equity Transfer of reserves/distribution ------Total transactions with shareholders ______--______-______---______Balance as at 31 December 2012 ______5_2__,1_4__9_,6__2_8 ______(_5_,_2_2_3_,_1_4_7_ ) ______6__7_,5__2_7 ______2_6__,4_6__6_,2__1_8 ______2_9__,7_0__3_,3__2_4 _____1_0_3__,1_6__3_,5__5_0 ______8_3__0_,0__0_3 _____1_0_3__,9_9__3_,5__5_3
*The attached notes of the Annual Financial Report 2012 are an integral part of the financial statements.
A30 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. Individual statement of changes in equity Amounts in euro
Share Capital Fair value Other Accumulated Total and Share reserves Reserves profit/ (loss) Shareholder’s premium equity account Balance on 1 January 2011 ______4_2_,_5_5__5_,_7_0_ 7 ______1_,_5_3_5__,0__1_8 ______1_7_,_7_1_6__,3__0_2 ______1_4_,_4_2_2__,4__5_2 ______7_6_,_2_2_9__,4__7_9 Total period results Period earnings/(loss) ---1,094,657 1,094,657 Other income Change in fair value of cash flow hedging - (1,488,237) --(1,488,237) Total other income ______- _____(_1_,_4_8__8_,_2_3_7_ ) ______--______(_1_,_4_8__8_,_2_3_7_ ) Total period results ______(_1_,_4_8__8_,_2_3_7_ ) ______1_,_0_9_4__,6__5_7 ______(_3_9__3_,_5_8_0_ ) Transactions with shareholders directly posted to equity Share capital increase 9,593,921 -- -9,593,921 Absorption of subsidiary --6,781,379 2,324,597 9,105,976 Transfer of reserves/distribution --(26,575) 26,575 - Total transactions with shareholders ______9_,_5_9__3_,_9_2_ 1 ______- ______6_,_7_5_4__,8__0_4 ______2_,_3_5_1__,1__7_2 ______1_8_,_6_9_9__,8__9_7 Balance on 31 December 2011 ______5_2_,_1_4__9_,_6_2_ 8 ______4_6__,7__8_1 ______2_4_,_4_7_1__,1__0_6 ______1_7_,_8_6_8__,2__8_1 ______9_4_,_5_3_5__,7__9_6
Balance on 1 January 2012 ______5_2_,_1_4__9_,_6_2_ 8 ______4_6__,7__8_1 ______2_4_,_4_7_1__,1__0_6 ______1_7_,_8_6_8__,2__8_1 ______9_4_,_5_3_5__,7__9_6 Total period results Year profits ---(6,930,795) (6,930,795) Other income Change in fair value of cash flow hedging ______- ______4_0__,0__4_0 ______--______4_0__,0__4_0 Total other income ______- ______4_0__,0__4_0 ______--______4_0__,0__4_0 Total period results ______4_0__,0__4_0 ______(_6_,_9_3__0_,_7_9_5_ ) ______(_6_,_8_9_0__,7__5_ 5) Transactions with shareholders directly posted to equity Share capital increase ----- Transfer of reserves/distribution ----- Total transactions with shareholders ______-----______Balance on 31 December 2012 ______5_2_,_1_4__9_,_6_2_ 8 ______8_6__,8__2_1 ______2_4_,_4_7_1__,1__0_6 ______1_0_,_9_3_7__,4__8_6 ______8_7_,_6_4_5__,0__4_1
*The attached notes of the Annual Financial Report 2012 are an integral part of the financial statements.
ANNUAL FINANCIAL REPORT DECEMBER 2012 A31 Individual and Consolidated Statement of Cash Flow Amounts in euro
GROUP COMPANY 2012 2011 2012 2011 Cash flows from operating activities Earnings before taxes (13,289,466) 3,609,474 (8,904,059) 1,640,885 Plus / less adjustments for: Fixed assets depreciation 9,371,483 9,369,472 4,240,144 5,423,385 Depreciation of grants (784,436) (335,125) (784,436) (335,125) Provisions (mainly for receivables and stocks) 194,992 (400,892) 283,600 490,349 Results (income, expenses, profit and loss) from investment activity (762,646) 419,130 (2,200,308) 337,358 Income from dividends --(217,281) - Interest charges and related expenses 14,580,985 9,238,165 10,416,282 6,142,823 (Profits)/ Losses from sale of fixed assets (69,993) (31,231) (62,580) (31,231) Losses from the destruction/impairment of fixed assets 180,265 18,525 180,000 - Decrease/(increase) in inventories 3,413,648 (21,798,420) 52,624 (7,187,237) Decrease/(increase) in receivables (7,145,178) 20,049,435 (9,812,061) (1,681,101) (Decrease)/ increase in payables (less loans) 11,077,022 (14,103,008) 19,904,845 (3,374,328) Interest charges and related paid-up expenses (12,228,219) (8,972,995) (10,489,466) (5,877,652) Taxes paid (217,908) (413,446) - (184,323) Net cash flows from operating activities ______4_,_3_2_0__,5__4_9 _____(_3_,_3_5__0_,_9_1_6_ ) ______2_,_6_0_7__,3__0_4 _____(_4_,_6_3__6_,_1_9_7_ ) Cash flows from investment activities Purchases of tangible assets (14,523,426) (8,113,609) (3,785,522) (5,105,289) Purchases of intangible assets (403,416) (149,681) (150,708) (52,974) Sales of tangible assets 340,137 85,870 87,976 85,870 Absorption of subsidiary -- -287,942 Acquisition of subsidiary - (3,114,495) (18,353,000) (3,430,000) Dividend received 162,961 - 162,961 - Interest received 222,587 116,563 1,690,211 211,116 Net cash flows from investment activities ____(_1_4_,_2_0__1_,_1_5_7_ ) ____(_1_1_,_1_7__5_,_3_5_2_ ) ____(_2_0_,_3_4__8_,_0_8_2_ ) _____(_8_,_0_0__3_,_3_3_5_ ) Cash flows from financing activities Proceeds from share capital increase 9,593,921 - 9,593,921 - Dividend paid to parent company shareholders (84) - (84) - Loans obtained 18,176,366 106,421,745 16,769,677 54,223,554 Payment of loans (21,921,946) (85,442,316) (9,881,559) (37,833,332) Grants received 3,495,249 827,475 3,495,249 827,475 Changes in financial lease funds (625,340) (109,648) -- Net cash flows from financing activities ______8_,_7_1_8__,1__6_6 ______2_1_,_6_9_7__,2__5_6 ______1_9_,_9_7_7__,2__0_4 ______1_7_,_2_1_7__,6__9_7 Net (decrease) / increase in cash and cash equivalents _____(_1_,_1_6__2_,_4_4_2_ ) ______7_,_1_7_0__,9__8_8 ______2_,_2_3_6__,4__2_6 ______4_,_5_7_8__,1__6_5 Cash and cash equivalents in the beginning of the fiscal year 18,983,379 11,820,842 12,562,333 7,984,168 Foreign exchange differences in cash equivalents (123,983) (8,451) -- Cash and cash equivalents at the end of the fiscal year ______1_7_,_6_9_6__,9__5_4 ______1_8_,_9_8_3__,3__7_9 ______1_4_,_7_9_8__,7__5_9 ______1_2_,_5_6_2__,3__3_3
*The attached notes of the Annual Financial Report 2012 are an integral part of the financial statements.
A32 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A.
Audit Report by the Independent Chartered Auditor To the shareholders of the Company “HELLENIC CABLES S.A.”
Report on the Company and Consolidated the company and consolidated financial Financial Statements statements are free of material inaccura - We have audited the attached company cies. The audit includes procedures to and consolidated financial statements of collect audit proof about the amounts HELLENIC CABLES S.A. (the “Company”) and information contained in the which consist of the company and consol - company and consolidated financial idated statement of financial position statements. The procedures are selected dated 31 December 2012, the company at the auditor's discretion and include an and consolidated statements of total assessment of the risk of substantive inac - income, changes in equity and cash flows curacy in the company and consolidated for the year ended on that date and a financial statements due to fraud or error. summary of main accounting principles To estimate this risk, the auditor takes into and other explanatory notes. account the internal checks and balances regarding the compilation and fair pres - Management responsibility for the company entation of the company and consoli - and consolidated Financial Statements dated financial statements that aim to the Management is responsible for the design of audit procedures which are suit - compilation and fair presentation of able under the circumstances and not to these company and consolidated finan - express an opinion on the effectiveness of cial statements in accordance with the the company’s internal checks and International Financial Reporting Stan - balances. The audit also includes an eval - dards, as adopted by the European Union, uation of the suitability of the accounting and in line with those internal checks and policies and methods applied and the fair - balances which Management considers ness of the assessments made by necessary to make it possible to draw up Management and also an evaluation of company and consolidated financial the overall presentation of the company statements free of material misstate - and consolidated financial statements. ments due to fraud or error. We consider that the audit proof which we have collected is adequate and suitable Auditor responsibility to support our opinion. It is our responsibility to express an opinion on those company and consoli - Opinion dated financial statements in light of our In our opinion, the attached company and audit. We conducted our audit in compli - consolidated financial statements reason - ance with International Auditing Stan - ably depict from every substantive dards. These standards require that we perspective the financial position of comply with ethics rules and that we HELLENIC CABLES S.A. and its subsidiaries design and carry out our audit so as to on 31 December 2012, its financial provide a fair assurance as to what extent performance and cash flows for the year
A34 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A. ended on that date in line with the Inter - information specified in Article 43a(3d) national Financial Reporting Standards as of Codified Law 2190/1920. adopted by the European Union. b) We have verified that the content of the Management Report of the Board of Reference to other legal and regulatory Directors corresponds to and matches issues that of the attached company and a) The Management Report of the Board of consolidated financial statements in the Directors includes a statement of corpo - context of the provisions of Articles 43a, rate governance which provides the 108 and 37 of Codified Law 2190/1920.
Athens, 26 February 2013
The Chartered Auditor Dimitrios Koutsos - Koutsopoulos SOEL Register No.: 26751
ANNUAL FINANCIAL REPORT DECEMBER 2012 A35 INVESTOR RELATIONS
Communication Officers Ioannis Theonas Financial Director & Company Announcements Manager
Stavros Stavropoulos Investor Relations Officer Tel: +30 210 6787906 Fax: +30 210 6787406 E-mail: [email protected]
Σ Η Δ Ι Λ
Konstantinos Stamoulos Λ Ι Σ Τ Ι Π
Shareholder Service Officer Ν Ο Μ Ι Α Σ
:
Tel: +30 210 6787424 Σ Ο Μ Σ Α Ι
Fax: +30 2106787406 Δ Ε Χ Σ
, m
E-mail: [email protected] o c . p u o r g r p n o i t c a Offices 33 Amarousiou-Halandriou str. . w w w
, S
15125, Marousi N O I T A C I
Tel: +30 210 6787900 L B U P
&
Fax: +30 210 6787406 S N O I T A L E-mail: [email protected] E R
C I L B U P
Internet Site: http://www.cablel.gr N O I T C A Manufacturing Plant 69 th km Athens-Thebes Old National Highway 32200 Thebes Tel: +30 22620 86616 Fax: +30 22620 86606
Manufacturing Plant 11 th km Athens-Livadia Old National Highway 32100 Livadia Viotia Tel: +30 22610 43232 Fax: +30 22610 43038
Manufacturing Plant 53 rd km Athens-Lamia National Highway 32011 Oinofyta Viotia Tel: +30 22620 32578 Fax: +30 22620 32578
A36 HELLENIC CABLES HELLENIC CABLE INDUSTRY S.A.