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Annual Financial Report 31.12.2018

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Annual Financial Report 31.12.2018 AVAX S.A. Annual Financial Statements for the financial year January 1st to December 31st , 2018 (pursuant to Article 4 of Law 3556/2007) AVAX S.A. Company's Number in the General Electronic Commercial Registry :913601000 (former Company's Number in the Register of Societes Anonymes: 14303/06/B/86/26) 16 Amaroussiou-Halandriou str., 151-25, Marousi, Greece INDEX Pages A) Statements of the Board of Director’s Members 4 B) Annual Report of the Board of Director’s 5 C) Independent Auditor’s Report 56 D) Annual Financial Statements 64 The Annual Financial Statements presented through pages 1 to 142 both for the Group and the Parent Company, have been approved by the Board of Directors on 25th of April, 2019. Chairman & Deputy Chairman Managing Director Group CFO Chief Accountant Executive & Executive Director Director CHRISTOS KONSTANTINOS KONSTANTINOS ATHENA GEORGE JOANNOU KOUVARAS MITZALIS ELIADES GIANNOPOULOS I.D.No. 889746 I.D.No. ΑI 597426 I.D.No. AN033558 I.D.No. 550801 I.D.No. AI 109515 2 Annual financial reporting WEBSITE WHERE THE COMPANY’S AND CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE We hereby certify that the attached Annual Financial Statements, which are an integral part of the annual financial report of article 4 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 25.04.2019 and have been published by posting them on the internet, at (www.jp-avax.gr), as well as on the Athens Stock Exchange web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of their compilation and disclosure. 3 STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS (in accordance with article 4, paragraph 2c of Law 3556/2007) In our capacity as executive members of the Board of Directors of J&P-AVAX SA (the «Company»), and according to the best of our knowledge, we, 1. Joannou Christos, Chairman and Executive Director 2. Kouvaras Constantinos, Deputy Chairman and Executive Director 3. Mitzalis Constantinos, Managing Director, state the following: • the financial statements for the period from 01.01.2018 to 31.12.2018, prepared under the International Financial Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the Company, as well as the businesses included in the consolidation of the Group, • the Annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and the stance of the Company, as well as the businesses included in the consolidation of the Group, including an overview of the main risks and uncertainties they face, along with other information required by paragraph 2 of article 4 of Law 3556/2007. Marousi, April 25, 2019 DEPUTY CHAIRMAN & CHAIRMAN & MANAGING DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR KOUVARAS CONSTANTINOS JOANNOU CHRISTOS MITZALIS CONSTANTINOS ID: ΑI 597426 AID: 889746 ID: AN 033558 4 ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM 01.01.2018 TO 31.12.2018 [in accordance with article 4 of Law 3556/2007, articles 1 & 2 of Decision #7/448/11.10.2007 of the Board of Directors of Greece’s Capital Markets Commission, article 2 of Law 3873/2010 and article 1 of Law 4403/2016] Dear Shareholders, this annual report of the Board of Directors for 2018 has been prepared according to corporate and capital markets legislation and the decisions of the Capital Markets Commission to depict the true development and performance of Group AVAX in 2018, as well as the main risks and uncertainties to be dealt with. The annual report of the Board of Directors presents a balanced and complete analysis of Group activities, accompanying the financial statements included in the Annual Financial Report 2018. To this extent, it includes financial and non-financial basic information regarding the performance of the Group and the Company in 2018, information on events affecting the business group and the risks identified an overview of the expected course of the Group’s various business areas, and information on transactions with related parties. It also includes a Corporate Governance Report and an Explanatory Report of the Board of Directors on Company share capital, in line with relevant legislation. Besides the financial statements for the parent company, AVAX SA also prepares consolidated financial statements at group level. Therefore, this Annual Report of the Board of Directors is integrated, its main reference point being the consolidated information on Group AVAX. Reference to parent company information is only made when deemed necessary for better understanding of the Report. Α. Important Events during 2018 Position of J & P (Overseas) Ltd in liquidation On 11.10.2018, it was announced that international contractor J&P (Overseas) Limited, incorporated in Guernsey, filed for liquidation to address the deficits and liquidity problems it faced. It is noted that the Company participates with J&P (Overseas) Limited in four joint ventures for projects in Jordan and Qatar, for which a detailed reference is made in section "I. Important Developments & Events past the Balance Sheet Date (31.12.2018) and up to the date of approval of this Report” as well as Note 41 of the Financial Accounts for 2018. New Projects New additions to the Group’s portfolio of projects remained low for another year in 2018, mainly concerning low-budget projects, additional works and service contracts in the local market. Taking 5 into account the execution of works during 2018, the uncompleted portion of projects signed by the Group at end-2018 amounted to €1.0 billion versus around €1.23 billion at the end of 2017. The largest project added during 2018 was worth around €69 million, with a two-year deadline, in Iraq. The contract was signed with Basrah Gas consortium, comprising South Gas Company of Iraq, Shell Gas Iraq BV and Mitsubishi. The project pertains to dredging of the port of Umm Qasr in southern Iraq and rehabilitation of jetties 1 and 2 of the terminal station, allowing very large gas carrier and compacted cargo ships to dock at full load, eschewing the need for spacer barges. Works include dredging, on-shore treatment of residual material, underwater survey of jetty foundations and refurbishment of marine loading arms and quick release equipment. Absorption of ATHENA SA The Acceptance Period for the voluntary tender offer submitted by the Company in December 2017 to the shareholders of ATHENA SA for up to 100% of its shares, having already control over 99%, was concluded in January 2018. In April 2018, the Company filed an application to the Greek Capital Markets Commission to squeeze-out ATHENA SA shareholders, demanding the transfer of all ATHENA SA shares it did not already own at the same price as the Tender Offer of €0.70 per share. The Commission granted its approval in early June 2018 and trading on ATHENA SA shares on the Athens Stock Exchange ceased towards the end of the same month. In early July 2018, the squeeze-out was concluded with the Company owing the total of 113,465,290 shares of ATHENA SA. The sole shareholder of ATHENA SA decided in July 2018 to delist the company from the Athens Stock Exchange. The relevant application filed to the Capital Markets Commission was approved in early August 2018. The draft merger plan for the absorption of ATHENA SA by the Company, based on their 31.12.2017 balance sheets, was submitted to the Finance Ministry and approved on September 25, 2018. The merger process was concluded with the issue of the #135598/14.12.2018 approval of the Finance Ministry which was posted on its Corporate Register. Capital increase up to €20 million did not proceed The 2nd Repeat Extraordinary General Meeting of Company shareholders held on 03.09.2018 approved a rights issue worth up to €20 million, to be carried out at an issue price of €0.45 per share. The decision called for the issue of 44,444,444 new shares entitling existing shareholders to around 0.572333138 new shares for each share held. Prior to the rights issue, the nominal price of each share was lowered from €0.58 to €0.30, thereby causing a €21,743,358 reduction in nominal share capital through the capitalization of an equal amount of accumulated losses. Due to the uncertainty over the four projects executed in joint venture form with J&P (Overseas) Ltd, which filed for liquidation in October 2018, the Information Memorandum of the Company for the rights issue was not filed in time to the Greek Capital Markets Commission for approval, thereby failing to complete the rights issue within the four-month period of validity of the decision of the shareholder assembly. The matter was discussed again in early 2019, as described in chapter “I. Important Developments & Events past the Balance Sheet Date (31.12.2018) and up to the date of approval of this Report”. 6 Increase of Group stake in Athens Ring Road / operator company and Aegean Motorway During 2018, AVAX increased its participation in two contracts for basic road concessions, Athens Ring Road and the Aegean Motorway. In June 2018, the Company increased its participation in Aegean Motorway to 23.61% from 21.25%. In November 2018, the Company acquired from Piraeus Bank an additional 3.38% stake, for a consideration of € 19.5 million, in the concession of Athens Ring Road and operator Attikes Diadromes, increasing Group participation to 34.21%. Amendment of Terms of Syndicated Bond Loans In April 2018, lender banks approved the amendment of terms of the two Syndicated Bond Loans issued by the Company.
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