According to 4/507/28.04.2009 resolution ofGreek Capital Committee,
COMPANYPROFILE
SupervisingAuthority:
Amounts in 000's €
Companywebsite:
BoardofDirectors:
Continuing
Operations
Discontinuing
Operations
Total
Continuing
Operations
Discontinuing
Operations
Total
Sales Turnover
1.402.954
6.339
1.409.293
1.453.636
5.771
1.459.407
Dateofapprovalof theFinancialStatementsby theBoardofDirectors:
24March 2014
Gross profit / (loss)
200.040
2.184
202.224
138.484
2.902
141.386
TheCertifiedAuditor:
Vassilis Kazas, Thanassis Xynas
Profit / (Loss) before tax, financial and investment results
166.642
(179)
166.463
104.152
(57)
104.095
AuditingCompany:
GRANT THORNTON
Profit/ (Loss)before tax
80.378
(202)
80.176
55.397
(71)
55.326
TypeofAuditor'sopinion:
Unqualified opinion - emphasis ofmatter
Less taxes
(13.058)
-
(13.058)
(10.000)
-
(10.000)
Profit/ (Loss)after tax (A)
67.320
(202)
67.118
45.398
(71)
45.327
Equity holders of the parent Company
22.707
(202)
22.505
19.131
(71)
19.060
Minority Interests
44.613
-
44.613
26.267
-
26.267
Amounts in 000's €
Other comprehensive incomeafter tax (B)
(84.053)
-
(84.053)
23.488
-
23.488
Total comprehensive incomeafter tax (A)+ (B)
(16.733)
(202)
(16.935)
68.886
(71)
68.815
Owners of the Company
(61.169)
(202)
(61.371)
29.008
(71)
28.937
31/12/2013
31/12/2012
31/12/2011
31/12/2013
31/12/2012
Minority Interests
44.436
-
44.436
39.878
-
39.878
Net profit after tax per share (in Euro/share)
0,20
(0,0018)
0,1992
0,1793
(0,0007)
0,1786
Tangible Assets
1.081.673
1.097.529
1.121.359
10.204
10.285
Profit / (Loss) before tax, financial,
231.961
1.613
233.574
165.423
1.947
167.370
Intangible Assets
244.706
244.772
240.246
99
229
investment results, depreciation and amortization
Other non current assets
347.181
324.146
300.123
847.466
924.185
Inventories
128.425
151.074
174.560
- -
Trade Receivables
575.079
658.247
448.810
385
498
1/1-31/12/13
1/1-31/12/12
Other Current Assets
287.222
248.638
435.499
16.484
18.236
Non current assets available for sale
-
-
-
-
-
Sales Turnover
16.918
16.040
TotalAssets
2.664.287
2.724.406
2.720.598
874.638
953.433
Gross profit / (loss)
29
28
Profit / (Loss) before tax, financial and investment results
1.436
2.723
EQUITYANDLIABILITIES
Profit/ (Loss)before tax
(15.908)
8.418
Share Capital
125.335
125.335
127.545
125.100
125.100
Less taxes
2.406
7.420
Treasury stock reserve
-
(104.566)
(104.566)
-
(104.566)
Profit/ (Loss)after tax (A)
(13.502)
(997)
Retained earnings and other reserves
738.956
779.245
740.822
379.468
456.078
Equity holders of the parent Company
(13.502)
(997)
Equityattributable toparent'sShareholders (a)
864.291
800.014
763.801
504.568
476.611
Minority Interests
-
-
Minority Interests (b)
233.404
176.202
151.876
-
-
Other comprehensive incomeafter tax (B)
(63.108)
(67)
TotalEquity (c)= (a)+ (b)
1.097.695
976.216
915.677
504.568
476.611
Total comprehensive incomeafter tax (A)+ (B)
(76.610)
(1.064)
Long term Borrowings
435.115
22.635
334.588
159.308
-
Owners of the Company
(76.610)
(1.064)
Provisions and other long term liabilities
356.396
305.401
357.519
75.618
39.039
Minority Interests
-
-
Short term borrowings
256.311
838.777
508.141
3.329
330.982
Net profit after tax per share (in Euro/share)
(0)
(0)
Other short term liabilities
518.769
581.378
604.673
131.815
106.800
Profit / (Loss) before tax, financial,
Non current liabilities available for sale
-
-
-
-
-
investment results, depreciation and amortization
1.896
3.169
Total Liabilities (d)
1.566.592
1.748.191
1.804.921
370.070
476.821
TOTALEQUITYANDLIABILITIES (c)+ (d)
2.664.287
2.724.407
2.720.598
874.638
953.433
CASHFLOWSTATEMENT
Amounts in 000's €
Amounts in 000's €
1/1-31/12/13
1/1-31/12/12
1/1-31/12/13 1/1-31/12/12
31/12/2013
31/12/2012
31/12/2011
31/12/2013
31/12/2012
Operatingactivities
Equityat thebeginningof theperiod (01.01.2013,01.01.2012and
01.01.2011 respectively)
960.338
900.806
844.253
476.611
477.676
Profit before tax (continuing operations)
80.378
55.397
(15.908)
(8.418)
IAS8Adjustment
15.878
14.871
13.256
-
-
Profit before tax (discontinuing operations)
(202)
(71)
-
-
Total comprehensive income for the period after tax (continuing/ discontinuing
operations)
(16.935)
68.815
68.291
(76.610)
(1.064)
Adjustments for:
-
-
-
-
Increase / (Decrease) in Share Capital
(6)
11.814
(83)
-
-
Depreciation
67.112
63.276
460
445
Dividends paid
(6.020)
(17.849)
(12.124)
-
-
Impairments
13.609
226
29.235
23.066
Impact from acquisition of share in subsidiaries
-
-
-
-
-
Provisions
(5.777)
(9.789)
-
-
Treasury shares purchased
104.566
-
-
104.566
-
Exchange differences
881
(454)
1.017
(461)
Othermovements from subsidiaries
(250)
(2.241)
2.085
-
-
OtherOperating Results
(200)
5.800
-
-
Changes in Equity from Sale of Subsidiary
40.124
-
-
-
-
Results (income, expenses, gains and losses) of insting activities
(23.045)
(3.381)
(29.045)
(25.547)
Equityat theendof theperiod (31.12.2013,31.12.2012and31.12.2011
respectively)
1.097.695
976.216
915.678
504.568
476.611
Interest expense
62.335
44.999
17.056
13.623
Adjustments related toworking capitalaccountsor
tooperatingactivities
(Increase)/Decrease in stocks
23.374
32.946
-
-
(Increase)/Decrease in trade receivables
(4.834)
(101.778)
4.139
1.500
Increase / (Decrease) in liabilities (excluding banks)
15.618
(31.863)
58.015
(649)
Less:
1. Companies included in the consolidated financial statementswith the corresponding participation of interest aswell as themethod of consolidation for the period 1/1-31/12/2013
Interest expense paid
(63.705)
(49.932)
(18.917)
(14.899)
are being presented in note 3.10 of the Annual Financial Statements.
Income tax paid
(4.662)
(4.187)
-
-
Cash flows from discontinuing operating activities
1.859
1.932
-
-
Cash flows fromoperatingactivities (a)
162.742
3.120
46.051
(11.340)
Investingactivities
(Acquisition ) / Sale of subsidiaries (less cash)
40.071
(40.000)
40.245
(19.711)
Purchases of tangible and intandible assets
(57.967)
(95.522)
(249)
(189)
Acquisition of associates
-
(345)
-
-
Sale of tangible and intangible assets
1.575
438
1
1
4.Group’s assets are pledged for an amount of 323,7m as bank debt collateral.
Purchase of financial assets held-for-sale
-
-
-
-
Return of capital from Subsidiary
-
-
-
20.290
5. The number of employees andworkers at the end of the reporting period is as follows:
Sale of financial assets held-for-sale
69
52
-
-
Sale of financial assets at fair value through profit and loss
1.306
5.095
193
-
Employees
31/12/2013
31/12/2012
31/12/2013
31/12/2012
Purchase of financial assets at fair value through profit and loss
(100)
(6.677)
(100)
(200)
Workers
1.565
1.521
60
59
Grants received
7.025
0
-
-
191
315
-
-
Interest received
414
6.456
1.838
7.303
1.756
1.836
60
59
Loans to / from related parties
-
-
49.898
27.071
Dividends received
59
83
5.474
16.421
Cash flows from discontinuing investing activities
1
1
-
-
6. Capital Expenditure for 2013:Group €57.967 thousand and Company €249 thousand.
Other cash flows from investing activities
(22)
-
-
-
Cash flows from investingactivities (b)
(7.566) 0
(130.418) 0
97.298 0
50.986
7. Earnings per share has been calculated on the basis of net profits over theweighted average number of shares.
Financingactivities
Proceed from issue of capital
-
11.960
-
-
Sale / (purchase) of treasury shares
25.248
-
25.248
-
Tax payments
(216)
(36)
-
-
Proceeds from borrowings
291.909
26.267
-
32.797
Loan repayments
(201.069)
(147.984)
(166.378)
(93.000)
Dividends paid
(8.358)
(17.105)
-
-
Payment of finance lease liabilities
-
(6)
-
-
10. Related party transactions and balances for the reported period, according to I.A.S. 24 are as follows:
Cash flow discontinuing financing activities
-
-
-
-
Cash flows from continuing financingactivities (c)
107.515
(126.905)
(141.130)
(60.203)
Amounts in000's€
THEGROUP THECOMPANY
Net (decrease) / increase in cashand cash
equivalentsof theperiod (a)+ (b)+ (c)
262.690
(254.203)
2.219
(20.557)
Revenues
-
29.299
Cashand cashequivalentsatbeginningofperiod
(172.565)
84.232
(2.105)
18.406
Expenses
-
26.505
Net cashat theendof theperiod
90.127
(169.970)
114
(2.151)
Receivables
-
552
Liabilities
-
163.377
Keymanagement personnel compensations
13.756
2.963
Receivables from keymanagement personnel
-
-
Payables to keymananagement personnel
-
49
THEGROUP
THECOMPANY
31/12/2013
31/12/2012
31/12/2013
31/12/2012
Net profit(loss) for the period
67.118
45.327
(13.502)
(997)
Exchange differences on translation of foreign operations
(611)
7.895
-
-
Financial assets held-for-sale
13.371
-
15.929
-
Cash Flow hedging reserve
87
8.354
-
-
Income tax relating to components of other comprehensive income
(3)
-
-
-
Profit/(Loss) from treasury shares sale
(79.073)
-
(79.058)
-
StockOption Plan
(5.882)
7.239
21
(67)
Changes in reserves from diff. tax rate alteration
(11.942)
-
-
-
Total comprehen ive income for theperi dafter tax (continuing/
discontinuingoperations)
(16.935)
68.815
(76.610)
(1.064)
Maroussi,24March2014
THE PRESIDENTOF THE BOARD& CHIEF EXECUTIVEOFFICER
THE CHIEF EXECUTIVEDIRECTORGROUP FINANCE
EVANGELOSMYTILINEOS
I.D.No ΑΒ649316/2006
IOANNISKALAFATAS
16.MYTILINEOSGroup subsidiary ALUMINIUM S.A. has signedwith Swiss-basedmultinationalGlencore a contract for the sale of 75.000 tons of aluminium in billets. These quantitieswill be exported to the Europeanmarket from
January 2013 to June 2014.
17. TheMinistry of Environment, Energy& Climate Change issued a decision on 17/1/2013 for licensing the commercial service of the electric power / heat cogeneration plant of 'Aluminum'. As of 28/11/2012, the plant in question
was already in commissioning status asDistributedHigh Performance Electric Power /Heat Cogeneration Plant (trial operation ofDistributedHPEPHC) by themarket operator, after having signed a supplementary transaction
contract, and estimating and billing accordingly the electric power infused to the grid.
26. There are other contingent liabilities against theGroup, amounting to 12,7m€, forwhich no provision is formed on the results since the outcome of these is deemed uncertain.Moreover there areGroups’ claims against third parties
amounting to 75,38m€.
27. The emphasis ofmatter of the auditors relate to note 6.34 of the Financial Statements. In particular, on 25.7.2011, theGreekGovernment, via theMinistry of Environment, Energy& Climate Change, disclosed toGroup’s subsidiary
company ALUMINUM S.A., the decision of the European Commision, rendering incompatiblewith the community regulations on state assistance the pricing for electric energy sale imposed on ALUMINIUM S.A. by the PPC, for the period
between January 2007 andMarch 2008.On 6.10.2011ALUMINUM S.A. appealed before the EuropeanUnion’sGeneral Court requesting annulment of the abovementioned decision. PPC is trying to enforce the aforementioned European
Commision decision through a payment order issued, againstwhich ALUMINUM S.A.will appeal any proceduralmeasure tried by PPC aiming to the enforcement of the payment order and shall target the issuance of a new injunction decision
(enforcement suspension).Group’smanagement estimates that the probability of a future outflow of economic resources for the settlement of this contingent liability of € 20,3million (€ 17,4million plus interest), is remote.
THE VICE-PRESIDENTOF THE BOARD
THEGROUP FINANCIAL CONTROLLER
IOANNISMYTILINEOS
I.D.No ΑΕ044243/2007
ANASTASIOSDELIGEORIS
13. TheManagement's position, regarding the decision of the European Commission requesting the recovery of an amount of 17,4mil euros from the subsidiary ALUMINIUM S.A. on the basis thatwas a state aid, has not altered
(please refer to note 6.34 of the annual financial statements.).
24. InNovember 2013,Mytilineos announced that it had successfully completed an offering of 3.217.288 existing shares (the “Shares”) inMetka SA (“Metka”) generating total proceeds of c. EUR40,2million, byway of an international private
placement to institutional investors as part of an accelerated bookbuilding process (the “Transaction”). Following the Transaction,Mytilineos holds 50.0%+ 1 Share ofMetka’s share capital.
14.MYTILINEOSGroup subsidiary,METKA S.A., announced the following new contracts:
a) InMay 2013 the signing of a new contractwith Société Algérienne de Production de l’Electricité (SPE Spa is part of the SonelgazGroup, themajor Algerian electricity utility), in consortiumwithGeneral Electric.The total contract
value forMETKA is EUR 72mio plusDZD 2.127mio (total approx. EUR 92,8million) and the contracted schedule is 29,5months.
b) In July 2013METKA announced the signing of a contractwithMinistry of Electricity in Iraq for the combined cycle power plant at Al-Anbar.The total contract value amounts to $1,050million and its time schedule is 32months
following the opening of the irrevocable Letter of Credit.
25. Possible differences in total are due to rounding.
15. In September,METKA announced the successful completion of theOMV Samsun 870MW combined cycle power plant project in Turkey.
12. InNovember 2013, the arbitration procedure regarding the contract for the supply of electricity to theGroup’s subsidiary ALUMINIUM S.A. by the PPC S.A. has been completed. The difference to ensue for ALUMINIUM S.A. and
forMYTILINEOSGroup, is reflected in the interim summary financial statements for the period from 1 January to 30 September 2013 and are calculated at €35,2million (seeNote 3.11)
23.The ExtraordinaryGeneralMeeting of the Shareholders of the subsidiary company “PROTERGIA THERMOELECTRIC AGHIOUNIKOLAOU S.A.” decided, on 21/11/2013, the absorption of the electricity production segment of the natural gas
operating power plants ofMytilineos’Group subsidiary company named “PROTERGIA S.A.” according to lawΝ.2190/1920 aswell as articles 1-5 of lawΝ.2166/1993. The abovementioned demerger and Segment contributionwas approved
under the 24018/13-06/12/2013 22999/13 ruling of the AthensNorthDistrict (ΑΔΑ ΒΛΓΠ7Λ7-Ζ31) official.
THEGROUP
THECOMPANY
8.MYTILINEOSHOLDINGS S.A. on 18October 2013, pursuant to its BoD resolution on 17October 2013, sold 4,972,383 treasury shares at the price of €5.13 per share for a total consideration of €25,508,325. Following the above
mentioned transactionMYTILINEOSHOLDINGS S.A. does not hold any treasury stock. As of 18October 2013, the interest held by Fairfax inMYTILINEOSGroup stands at 5.02%,making Fairfax the third largestMYTILINEOSGroup
shareholder.
9. TheGroup, based on the terms of paragraph 51 of IAS 16, proceeded to the revaluation of the useful life of its basic productive units. (note 3.8.2 of the annual fincancial statement)
11. In the Statement of Changes in Equity, the amounts included in the line "Total comprehensive income for the period after tax (continuing/ discontinuing operations)"
for the year end 31December 2013 and 2012 are presented in the table below:
18. In August,MYTILINEOSHOLDINGS S.A. concluded an agreement for the refinancing of the Company’s current loan obligations, in the amount of €243million,with a term of three (3) yearswith an optional extension for an additional two
(2) years (five (5) years in total).
19. InNovember 2013, 100% group subsidiaries ALUMINIUM S.A. and PROTERGIA THERMAL – AGIOSNIKOLAOS PRODUCTION AND TRADEOF ELECTRICAL POWER S.A, awholly-owned subsidiary of PROTERGIA PRODUCTION AND TRADE
OF ELETRICAL POWER S.A. has issued a €145million syndicated debenture loan and a corresponding €104 syndicated debenture loan accordingly. Both these loans have been issued for a term of three (3) yearswith an option for extension
for an additional period of two (2) years, up to a total of five (5) years.
20. In September 2013, theGroup’s subsidiary company PROTERGIA S.A. submitted a request towithdraw theNo.D5/HL/C/F28/4/10202/01-06-2001 electricity production license for the 436,6MW combined cycle natural gas fired power
plant in the First Industrial Zone in Volos.
21.During the preparation of financial report for 31.12.2013, the Company’smanagement has assessed that said developmentwill lead to a loss event regarding its Investment in ELVO. As a result, on 31.12.2013 the amount of €13,4mil. for
theGroup and €15,9mil for the Company, are recognized, according to paragraphs 67 and 68 of IAS 39, in the income statement as impairment loss. (please refer to note 3.8.2 of the financial statements.).
22. The FinancialResults for the period 1/1-31/12/2012 have been restated according to the revised IAS 19 and theGroup changed accounting policy for cost recognition «Electrolysis pots relining», of the subsidiary Aluminium S.A. according
to the relevant requirements of IAS 16 (note 3.8.2 of the fincancial statement)
THECOMPANY
THEGROUP
THECOMPANY
ADDITIONALDATAAND INFORMATION
2. The fiscal years that are unaudited by the tax authorities for the Company and theGroup's subsidiaries are presented in detail in note 6.34 of the annual financial statements. For the fiscal year 2012, theGroup companieswhose
financial statementswere audited bymandatory statutory auditor or audit firm, under the provisions in paragraph 5 of Article 82 of Law 2238/1994, received a Tax Compliance Certificate. For the fiscal year 2013, tax audit is being
conducted by auditors and is not expected to result significant differentiation. In order to consider that the fiscal yearwas inspected by the tax authorities,must be applied as specified in paragraph 1a of Article 6 of POL 1159/2011.
Tax audit for the Parent CompanyMYTILINEOSHOLDINGS S.A. is being carried out by the relevant financial authorities, for the financial years 2007-2010.
THEGROUP
3. The basic accounting policies in the consolidated balance sheet of 31December 2012 have not been altered.
STATEMENTOF FINANCIALPOSITION
THEGROUP
THECOMPANY
THECOMPANY
STATEMENTOFCHANGES INEQUITY
EVANGELOSMYTILINEOS - President & CEO, IOANNISMYTILINEOS - Vice President non-executive,GEORGE KONTOUZOGLOU - ExecutiveDirector-executivemember, SOFIADASKALAKI - non-
executive,WADE BURTON - non-executive,NIKOLAOS KARAMOUZIS - independent non-executive, APOSTOLOSGEORGIADIS - independent non-executive, CHRISTOS ZEREFOS, independent non-
executive,MICHALISHANDRIS - independent non-executive
1/1-31/12/13
1/1-31/12/12
Company'sNo23103/06/Β/90/26 in the registerofSocietesAnonymes
5-7PatroklouStr.Maroussi
FIGURESAND INFORMATIONFORTHEFISCALYEAROF1 JANUARY2013UNTIL31December2013
The figures presented below aim to give summary information about the financial position and results ofMYTILINEOS S.A. and its subsidiaries.
The readerwho aims to form a full opinion on the company's financial position and results,must access the company'swebsitewhere the financial statements prepared according to
the International FinancialReporting Standards and the Auditor'sReport,when this is required, are published. Indicatively, the reader can visit the company'sweb site,where the above financial statements are posted.
INCOMESTATEMENT
HellenicMinistry ofDevelopment, Competitiveness, Infrastructure, Transport
andNetworks inGreece,General Secretariat of Commerce,GeneralDirectorate
of Inland Commerce, Directorate of Societes Anonymes and Credit
THEGROUP
According to 4/507/28.04.2009 resolution ofGreek Capital Co ittee,
COMPANYPROFILE
SupervisingAuthority:
Amounts in 000's €
Companywebsite:
BoardofDirectors:
Continuing
Operations
Discontinuing
Operations
Total
Continuing
Operations
Discontinuing
Operations
Total
Sales Turnover
1.402.954
6.339
1.409.293
1.453.636
5.771
1.459.407
Dateofapprovalof theFinancialStatementsby theBoardofDirectors:
24March 2014
Gross profit / (loss)
200.040
2.184
202.224
138.484
2.902
141.386
TheCertifiedAuditor:
Vassilis Kazas, Thanassis Xynas
Profit / (Loss) before tax, financial and investment results
166.642
(179)
166.463
104.152
(57)
104.095
AuditingCompany:
GRANT THORNTON
Profit/ (Loss)before tax
80.378
(202)
80.176
55.397
(71)
55.326
TypeofAuditor'sopinion:
Unqualified opinion - emphasis ofmatter
Less taxes
(13.058)
-
(13.058)
(10.000)
-
(10.000)
Profit/ (Loss)after tax (A)
67.320
(202)
67.118
45.398
(71)
45.327
Equity holders of the parent Company
22.707
(202)
22.505
19.131
(71)
19.060
Minority Interests
44.613
-
44.613
26.267
-
26.267
Amounts in 000's €
Other comprehensive incomeafter tax (B)
(84.053)
-
(84.053)
23.488
-
23.488
Total comprehensive incomeafter tax (A)+ (B)
(16.733)
(202)
(16.935)
68.886
(71)
68.815
Owners of the Company
(61.169)
(202)
(61.371)
29.008
(71)
28.937
31/12/2013
31/12/2012
31/12/2011
31/12/2013
31/12/2012
Minority Interests
44.436
-
44.436
39.878
-
39.878
Net profit after tax per share (in Euro/share)
0,20
(0,0018)
0,1992
0,1793
(0,0007)
0,1786
Tangible Assets
1.081.673
1.097.529
1.121.359
10.204
10.285
Profit / (Loss) before tax, financial,
231.961
1.613
233.574
165.423
1.947
167.370
Intangible Assets
244.706
244.772
240.246
99
229
investment results, depreciation and amortization
Other non current assets
347.181
324.146
300.123
847.466
924.185
Inventories
128.425
151.074
174.560
- -
Trade Receivables
575.079
658.247
448.810
385
498
1/1-31/12/13
1/1-31/12/12
Other Current Assets
287.222
248.638
435.499
16.484
18.236
Non current assets available for sale
-
-
-
-
-
Sales Turnover
16.918
16.040
TotalAssets
2.664.287
2.724.406
2.720.598
874.638
953.433
Gross profit / (loss)
29
28
Profit / (Loss) before tax, financial and investment results
1.436
2.723
EQUITYANDLIABILITIES
Profit/ (Loss)before tax
(15.908)
8.418
Share Capital
125.335
125.335
127.545
125.100
125.100
Less taxes
2.406
7.420
Treasury stock reserve
-
(104.566)
(104.566)
-
(104.566)
Profit/ (Loss)after tax (A)
(13.502)
(997)
Retained earnings and other reserves
738.956
779.245
740.822
379.468
456.078
Equity holders of the parent Company
(13.502)
(997)
Equityattributable toparent'sShareholders (a)
864.291
800.014
763.801
504.568
476.611
Minority Interests
-
-
Minority Interests (b)
233.404
176.202
151.876
-
-
Other comprehensive incomeafter tax (B)
(63.108)
(67)
TotalEquity (c)= (a)+ (b)
1.097.695
976.216
915.677
504.568
476.611
Total co prehensive inco eafter tax (A)+ (B)
(76.610)
(1.064)
Long term Borrowings
435.115
22.635
334.588
159.308
-
Owners of the Company
(76.610)
(1.064)
Provisions and other long term liabilities
356.396
305.401
57. 19
75.61
39.039
Minority Interests
-
-
Short term borrowings
2 . 11
838.777
508.141
3.329
3 0.982
Net profit after tax per share (in Euro/share)
(0)
(0)
Other short term liabilities
518.769
581.3 8
6 4.673
131.815
106.800
Profit / (Loss) before tax, financial,
Non current liabilities available for sale
-
-
-
-
-
investment results, depreciation and amortization
1.896
3.169
T tal Liabilities (d)
1.566.592
1.748.191
1.804.921
370.070
476.821
OTA EQUITYANDLIABILITIES (c)+ (d)
26 4287
2 24407
2720598
8 4638
953433
CASHFLOWSTATEMENT
Amounts in 000's €
Amountsin 000's €
1/1-31/12/13
1/1-31/12/12
1/1-31/12/13 1/1-31/12/12
31/12/2013
31/12/2012
31/12/2011
31/12/2013
31/12/2012
Operatingactivities
Equityat thebeginningof theperiod (01.01.2013,01.01.2012and
01.01.2011 respectively)
960.338
900.806
844.253
476.611
477.676
Profit before tax (continuing operations)
80.378
55.397
(15.908)
(8.418)
IAS8Adjustment
1587
14 71
13 6
-
-
i
disco ti uing operations)
(202)
(71)
-
-
Total comprehensive income for the period after tax (continuing/ discontinuing
operations)
(16.935)
68.815
68.291
(76.610)
(1.064)
Adjustments for:
-
-
-
-
Increase / (Decrease) in Share Capital
(6
11. 4
(83)
-
-
Depreciation
67.112
63.276
460
445
Dividends paid
(6.020)
(17.849)
(12.124)
-
-
Im airments
13.609
2
29.235
23.066
Impact from acquisition of share in subsidiaries
-
-
-
-
-
Provisions
(5.777)
(9.789)
-
-
Treasury shares purchased
104.566
-
-
104.566
-
Exchange differences
881
(454)
1.017
(461)
Othermovements from subsidiaries
(250)
(2.241)
2.085
-
-
OtherOperating Results
(200)
5.800
-
-
Changes in Equity fro Sale of Subsidiary
40.124
-
-
-
-
Results (income, expenses, gains and losses) of insting activities
(23.045)
(3.381)
(29.045)
(25.547)
Equityat theendof theperiod (31.12.2013,31.12.2012and31.12.2011
respectively)
1.097.695
976.216
915.678
504.568
476.611
Interest expense
62.335
44.999
17.056
13.623
Adjustments related toworking capitalaccountsor
tooperatingactivities
(Increase)/Decrease in stocks
23.374
32.946
-
-
(Increase)/ ecrease in trade receivables
(4.834)
(101.778)
4.139
1.500
Increase / (Decrease) in liabilities (excluding banks)
15.618
(31.863)
58.015
(649)
Less:
1. Companies included in the consolidated financial statementswith the corresponding participation of interest aswell as themethod of consolidation for the period 1/1-31/12/2013
Interest expense paid
(63.705)
(49.932)
(18.917)
(14.899)
are being presented in note 3.10 of the Annual Financial Statements.
Income tax paid
(4.662)
(4.187)
-
-
Cash flows from discontinuing operating activities
1.859
1.932
-
-
Cash flows fromoperatingactivities (a)
162.742
3.120
46.051
(11.340)
Investingactivities
(Acquisition ) / Sale of subsidiaries (less cash)
40.071
(40.000)
40.245
(19.711)
Purchases of tangible and intandible assets
(57.967)
(95.522)
(249)
(189)
Acquisition of associates
-
(345)
-
-
Sale of tangible and intangible assets
1.575
438
1
1
4.Group’s assets are pledged for an amount of 323,7m as bank debt collateral.
Purchase of financial assets held-for-sale
-
-
-
-
Return of capital from Subsidiary
-
-
-
20.290
5. The number of employees andworkers at the end of the reporting period is as follows:
Sale of financial assets held-for-sale
69
52
-
-
Sale of financial assets at fair value through profit and loss
1.306
5.095
193
-
Employees
31/12/2013
31/12/2012
31/12/2013
31/12/2012
Purchase of financial assets at fair value through profit and loss
(100)
(6.677)
(100)
(200)
Workers
1.565
1.521
60
59
Grants received
7.025
0
-
-
191
315
-
-
Interest received
414
6.456
1.838
7.303
1.756
1.836
60
59
Loans to / from related parties
-
-
49.898
27.071
Dividends received
59
83
5.474
16.421
Cash flows from discontinuing investing activities
1
1
-
-
6. Capital Expenditure for 2013:Group €57.967 thousand and Company €249 thousand.
Other cash flows from investing activities
(22)
-
-
-
Cash flows from investingactivities (b)
(7.566) 0
(130.418) 0
97.298 0
50.986
7. Earnings per share has been calculated on the basis of net profits over theweighted average number of shares.
Financingactivities
Proceed from issue of capital
-
11.960
-
-
Sale / (purchase) of treasury shares
25.248
-
25.248
-
Tax payments
(216)
(36)
-
-
Proceeds from borrowings
291.909
26.267
-
32.797
Loan repayments
(201.069)
(147.984)
(166.378)
(93.000)
Dividends paid
(8.358)
(17.105)
-
-
Payment of finance lease liabilities
-
(6)
-
-
10. Related party transactions and balances for the reported period, according to I.A.S. 24 are as follows:
Cash flow discontinuing financing activities
-
-
-
-
Cash flows from continuing financingactivities (c)
107.515
(126.905)
(141.130)
(60.203)
Amounts in000's€
THEGROUP THECOMPANY
Net (decrease) / increase in cashand cash
equivalentsof theperiod (a)+ (b)+ (c)
262.690
254.2 3
2.219
2 .557
Revenues
-
29.299
Cashand c hequivalentsatbegin ingofperiod
(172.565)
84.232
(2.105)
18.406
Expenses
-
26.505
Net c shat theendof theperiod
90.127
(169.970)
114
(2.151)
Receivables
-
552
Liabilities
-
163.377
Keymanagement personnel compensations
13.756
2.963
Receivables from keymanagement personnel
-
-
Payables to keymananagement personnel
-
49
THEGROUP
THECOMPANY
31/12/2013
31/12/2012
31/12/2013
31/12/2012
Net profit(loss) for the period
67.118
45.327
(13.502)
(997)
Exchange differences on translation of foreign operations
(6 1)
7.895
-
-
Financial as ets held-for-sale
13371
-
15.9 9
-
Cas Flow hedgi g reserve
87
8354
Income t x r lating to components of other comprehensive income
(3)
-
Profit/(Loss) from tr asury shares sale
(79.073)
-
(79.058)
StockOption Plan
(5.882
7.239
21
(67)
Changes in reserves from diff. taxr te alteration
11942
-
Total c mprehen ive incom for theperi dafter tax (continuing/
discontinuingoperations)
(16.935
68.815
(76.610)
(1.064
Maroussi,24March2014
THE PRESIDENTOF THE BOARD& CHIEF EXECUTIVEOFFICER
THE CHIEF EXECUTIVEDIRECTORGROUP FINANCE
EVANGELOSMYTILINEOS
I.D.No ΑΒ649316/2006
IOANNISKALAFATAS
16.MYTILINEOSGroup subsidiary ALUMINIUM S.A. has signedwith Swiss-basedmultinationalGlencore a contract for the sale of 75.000 tons of aluminium in billets. These quantitieswill be exported to the Europeanmarket from
January 2013 to June 2014.
17. TheMinistry of Environment, Energy& Climate Change issued a decision on 17/1/2013 for licensing the commercial service of the electric power / heat cogeneration plant of 'Aluminum'. As of 28/11/2012, the plant in question
was already in commissioning status asDistributedHigh Performance Electric Power /Heat Cogeneration Plant (trial operation ofDistributedHPEPHC) by themarket operator, after having signed a supplementary transaction
contract, and estimating and billing accordingly the electric power infused to the grid.
26. There are other contingent liabilities against theGroup, amounting to 12,7m€, forwhich no provision is formed on the results since the outcome of these is deemed uncertain.Moreover there areGroups’ claims against third parties
amounting to 75,38m€.
27. The emphasis of atter of the auditors relate to note 6.34 of the Financial Statements. In particular, on 25.7.2011, theGreekGovernment, via theMinistry of Environment, Energy& Climate Change, disclosed toGroup’s subsidiary
company ALUMINUM S.A., the decision of the European Commision, rendering incompatiblewith the community regulations on state assistance the pricing for electric energy sale imposed on ALUMINIUM S.A. by the PPC, for the period
between January 2007 andMarch 2008.On 6.10.2011ALUMINUM S.A. appealed before the EuropeanUnion’sGeneral Court requesting annulment of the abovementioned decision. PPC is trying to enforce the aforementioned European
Commision decision through a payment order issued, againstwhich ALUMINUM S.A.will appeal any proceduralmeasure tried by PPC aiming to the enforcement of the payment order and shall target the issuance of a new injunction decision
(enforcement suspension).Group’smanagement estimates that the probability of a future outflow of economic resources for the settlement of this contingent liability of € 20,3million (€ 17,4million plus interest), is remote.
THE VICE-PRESIDENTOF THE BOARD
THEGROUP FINANCIAL CONTROLLER
IOANNISMYTILINEOS
I.D.No ΑΕ044243/2007
ANASTASIOSDELIGEORIS
13. TheManagement's position, regarding th decision of the European Commi si n requ sting the recovery of an amount of 17,4mil euros from the subsidiary ALUMINIUMS.A. on the basis thatwas a state aid, has not altered
(please refer to note 6.34 of the annual financial statements.).
24. InNovember 2013,Mytilineos announced that it had successfully completed an offering of 3.217.288 existing shares (the “Shares”) inMetka SA (“Metka”) generating total proceeds of c. EUR40,2million, byway of an international private
placement to institutional investors as part of an accelerated bookbuilding process (the “Transaction”). Following the Transaction,Mytilineos holds 50.0%+ 1 Share ofMetka’s share capital.
14.MYTILINEOSGroup subsidiary,METKA S.A., announced the following new contracts:
a) InMay 2013 the signing of a new contractwith Société Algérienne de Production de l’Electricité (SPE Spa is part of the SonelgazGroup, themajor Algerian electricity utility), in consortiumwithGeneral Electric.The total contract
value forMETKA is EUR 72mio plusDZD 2.127mio (total approx. EUR 92,8million) and the contracted schedule is 29,5months.
b) In July 2013METKA announced the signing of a contractwithMinistry of Electricity in Iraq for the combined cycle power plant at Al-Anbar.The total contract value amounts to $1,050million and its time schedule is 32months
following the opening of the irrevocable Letter of Credit.
25. Possible differences in total are due to r unding.
15. In September,METKA announced the successful completion of theOMV Samsun 870MW combined cycle power plant project in Turkey.
12. InNovember 2013, the arbitration procedure regarding the contract for the supply of electricity to theGroup’s subsidiary ALUMINIUM S.A. by the PPC S.A. has been completed. The difference to ensue for ALUMINIUM S.A. and
forMYTILINEOSGroup, is reflected in the interim summary financial statements for the period from 1 January to 30 September 2013 and are calculated at €35,2million (seeNote 3.11)
3The Extr ordinaryGeneralMeeting of the Shareholders ofth sub idiarycompa y “PROTERGIA THERMOELECTRIC AGHIOUNIKOLAOU S.A.” de ided, n 21/11/2013,the absorption ofthe electricity production segment of the n tural gas
operating powe plants ofMytilineos’Group subsidiary company named “PROTERGIA S.A.” according to lawΝ.2190/1920 aswell as articles 1-5 of lawΝ.2166/1993. The abovementioned demerger and Segment contributionwas approved
under the 24018/13-06/12/2013 22999/13 ruling of the AthensNorthDistrict (ΑΔΑ ΒΛΓΠ7Λ7-Ζ31) official.
THEGROUP
THECOMPANY
8.MYTILINEOSHOLDINGS S.A. on 18October 2013, pursuant to its BoD resolution on 17October 2013, sold 4,972,383 treasury shares at the price of €5.13 per share for a total consideration of €25,508,325. Following the above
mentioned transactionMYTILINEOSHOLDINGS S.A. does not hold any treasury stock. As of 18October 2013, the interest held by Fairfax inMYTILINEOSGroup stands at 5.02%,making Fairfax the third largestMYTILINEOSGroup
shareholder.
9. TheGroup, based on the terms of paragraph 51 of IAS 16, proceeded to the revaluation of the useful life of its basic productive units. (note 3.8.2 of the annual fincancial statement)
11. In the Statement of Changes in Equity, the amounts included in the line "Total comprehensive income for the period after tax (continuing/ discontinuing operations)"
for the year end 31December 2013 and 2012 are presented in the table below:
18. In August,MYTILINEOSHOLDINGS S.A. concluded an agreement for the refinancing of the Company’s current loan obligations, in the amount of €243million,with a term of three (3) yearswith an optional extension for an additional two
(2) years (five (5) years in total).
19. InNovember 2013, 100% group subsidiaries ALUMINIUM S.A. and PROTERGIA THERMAL – AGIOSNIKOLAOS PRODUCTION AND TRADEOF ELECTRICAL POWER S.A, awholly-owned subsidiary of PROTERGIA PRODUCTION AND TRADE
OF ELETRICAL POWER S.A. has issued a €145million syndicated debenture loan and a corresponding €104 syndicated debenture loan accordingly. Both these loans have been issued for a term of three (3) yearswith an option for extension
for an additional period of two (2) years, up to a total of five (5) years.
20. I September 2013, theGroup’s subsidiarycompanyPROTERGIA S.A. submitted a request towithdraw theNo.D5/HL/C/F28/4/10202/01-06-2001 electricity production license for the 436,6MW combined cycle natural gas fired power
plant in the First Industrial Zone in Volos.
21.During the preparation of financial report for 31.12.2013, the Company’smanagement has assessed that said developmentwill lead to a loss event regarding its Investment in ELVO. As a result, on 31.12.2013 the amount of €13,4mil. for
theGroup and €15,9mil for the Company, are recognized, according to paragraphs 67 and 68 of IAS 39, in the income statement as impairment loss. (please refer to note 3.8.2 of the financial statements.).
22.The Fin cialResults f r t period 1/1-31/12/2012 have been restated ccording to the revised IAS 19and theGroup changed accounting policyfor cost cognition «Electr lysis pots relning», of the subsidiary Aluminium S.A. according
to the relevant requirements of IAS 16 (note 3.8.2 of the fincancial statement)
THECOMPANY
THEGROUP
THECOMPANY
ADDITIONALDATAAND INFORMATION
2. The fiscal years that are unaudited by the tax authorities for the Company and theGroup's subsidiaries are presented in detail in note 6.34 of the annual financial statements. For the fiscal year 2012, theGroup companieswhose
financial statementswere audited bymandatory statutory auditor or audit firm, under the provisions in paragraph 5 of Article 82 of Law 2238/1994, received a Tax Compliance Certificate. For the fiscal year 2013, tax audit is being
conducted by auditors and is not expected to result significant differentiation. In order to consider that the fiscal yearwas inspected by the tax authorities,must be applied as specified in paragraph 1a of Article 6 of POL 1159/2011.
Tax audit for the Parent CompanyMYTILINEOSHOLDINGS S.A. is being carried out by the relevant financial authorities, for the financial years 2007-2010.
THEGROUP
3. The basic accounting policies in the consolidated balance sheet of 31December 2012 have not been altered.
STATEMENTOF FINANCIALPOSITION
THEGROUP
THECOMPANY
THECOMPANY
STATEMENTOFCHANGES INEQUITY
EVANGELOSMYTILINEOS - President & CEO, IOANNISMYTILINEOS - Vice President non-executive,GEORGE KONTOUZOGLOU - ExecutiveDirector-executivemember, SOFIADASKALAKI - non-
executive,WADE BURTON - non-executive,NIKOLAOS KARAMOUZIS - independent non-executive, APOSTOLOSGEORGIADIS - independent non-executive, CHRISTOS ZEREFOS, independent non-
executive,MICHALISHANDRIS - independent non-executive
1/1-31/12/13
1/1-31/12/12
's
i t r ist r f ci t s
s
- tr l tr.
r ssi
FI ES
I F
TI F T EFIS L E F1 J
2013
TIL31 ece ber2013
The figures presented below ai to give su ary infor ation about the financial position and results of YTILINEOS S.A. and its subsidiaries.
The readerwho ai s to for a full opinion on the co pany's financial position and results, ust access the co pany'swebsitewhere the financial state ents prepared according to
the International FinancialReporting Standards and the Auditor'sReport,when this is required, are published. Indicatively, the reader can visit the company'sweb site,where the above financial statements are posted.
INCOMESTATEMENT
HellenicMinistry ofDevelopment, Competitiveness, Infrastructure, Transport
andNetworks inGreece,General Secretariat of Commerce,GeneralDirectorate
of Inland Commerce, Directorate of Societes Anonymes and Credit
THEGROUP