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ANNUAL REPORT 2012 Annual Report 2012 June 2013 INDIPENDENT POWER TRASMITION OPERATOR STRATEGY & REGULATORY ISSUES DEPARTMENT 89 Dyrrachiou Str., • 104 43 Athens, Greece Τηλ.: +30 210 5192101, Fax: +30 210 5192324 www.admie.gr Annual Report 2012 01.01- 31.12.2012 1st year of operation Athens - June 2013 Table of Contents Part A 1.Company Information 7 1.1 General Information 7 1.2 Background of establishment Main milestones 7 1.3 Company’s Activity 8 1.4 Strategic priorities 8 1.5 Corporate Social Responsibility 9 2.The Role of the Company 11 2.1 Competences 11 2.2 Mission, vision and values 12 2.3 Management and structure 13 2.3.1 Corporate Governance Model 13 2.3.2 Corporate structure 14 2.3.3 Personnel 15 3. T echnical Infrastructure 16 4. K ey Issues 2012 20 5.Brief Financial Information 2012 21 Part B 1.Annual Report of the Board of Directors 27 2.Corporate Financial Statements of fiscal year 2012 35 3.Notes to the Financial Statements for the period ended at December 31, 2012 43 3 4 Part A 5 6 1. Company Information 1.1 General Information The Company’s name is “Independent Power Transmission Operator S.A.” and its distinctive title in Greek is “ADMIE S.A.” or “ADMIE”. For its relations and transactions abroad, the Company uses the name “Independent Power Transmission Operator S.A.” and the distinctive title “IPTO”. The company’s seat is the Municipality of Athens. The Company performs the duties and operates in compliance with Law 4001/2011 and the Grid Control Code for the Hellenic Electricity Transmission System (HETS) as well as the operation license of HETS. The aim of the Company is the operation, exploitation, maintenance and development of the Hellenic Electricity Transmission System, so as to ensure the country’s supply with electricity in an adequate, safe, efficient and reliable way. Furthermore, IPTO, as the System Operator, plays a vital role in the electricity market regarding both the country’s supply and the market operation in compliance with the principles of transparency, equality and free competition. The prerequisite for the successful exercise of IPTO’s role is the assurance of independence and impartiality of IPTO towards all System Users and Participants in the Electricity Market during the performance of its duties, continuously trying to achieve transparency, equal treatment and securing the confidentiality of the information IPTO manages. The safeguarding of this condition arises from IPTO’s institutional role in the electricity market and the strict legal and regulatory demands governing its operation. The main factor for the observance of the above in the daily operation of IPTO is its personnel as it is responsible for observing on a daily basis the obligations arising for the company in accordance with the assigned role and duties. 1.2 Background of establishment - Main milestones The Independent Power Transmission Operator is a 100% PPC SA subsidiary, set up in compliance with the EU Directive 2009/72/EC regarding the legal and functional unbundling of the monopoly Transmission and Distribution functions of vertically integrated undertakings participating in the electricity sector. The provisions of the Directive were transposed in the Greek legislation with Law 4001/2011, which stipulates the establishment of IPTO according to the Independent Transmission Operator (ITO) model. Based on the provisions of the said law, IPTO assumed on 1st February 2012 the role of the Operator of the Hellenic Electricity Transmission System, under which it performs the duties of operation, control, maintenance and development of the Electricity Transmission System and interconnections, the operation of the Electricity Market with the exception of the Day Ahead Scheduling and the RES management, as well as the connection of new users. It is noted that IPTO has assumed the corresponding duties and operations that were previously assigned to the Hellenic Transmission System Operator (HTSO) and the PPC’s Transmission Basic Unit (BU) as the System Owner. IPTO, therefore, by incorporating the respective PPC and HTSO Transmission Sectors into a distinct company to which all relevant operations, personnel and fixed assets of the Hellenic Electricity Transmission System have been transferred, secures the uninterrupted supply of the interconnected system with electricity according to the principles of sustainability and promotes the development of free competition in the Hellenic Electricity Market with transparency and equal access for all users. 7 IPTO’s compliance with the requirements governing the Independent Transmission Operator model was certified by the Regulatory Authority for Energy (RAE) with its final decision in December 2012. The following graph shows the basic milestones of the company’s establishment procedure Main establishment milestones of IPTO AUGUST 2011 DECEMBER 2012 Operational preparation and regulatory compliance actions 22/08/2011 07/10/2011 Issuance of L. 4001/2011 Change of name of PPC Telecommunications into IPTO 18/11/2011 01/02/2012 01/02/2012 Completion of Completion of Commencement transfer of PPC transfer of HTSO of IPTO Transmission Transmission operation sector to IPTO sector to IPTO as System Operator 11/04/2012 26/07/2012 05/12/2012 Submission of IPTO Certification File Issuance of Certification to IPTO by RAE Final Certification Decision for IPTO by RAE (962A/2012) 1.3 Company’s Activity 8 IPTO performs the competences and duties of the Hellenic Electricity Transmission System Owner and Operator, as stipulated in L. 4001/2011. Furthermore, it exercises the competences of the Electricity Market, as defined in the provisions of the above law. 1.4 Strategic priorities •C ontinuous improvements of the safety, operational performance and reliability of the Transmission System •C ontinuous modernization and expansion of the System aiming at the safety of the country’s supply with electricity and serving the national objectives of 20/20/20 regarding the development/ penetration of RES, energy saving and environmental protection •M onitoring and development of the Regulatory Framework in cooperation with the Regulatory Authority for Energy aiming at the smooth operation of the Electricity Market • Continuous care for assuring high quality service and equal treatment of the System users and Participants in the Market •P rovision of third parties with development and maintenance services in the framework of the applicable regulatory framework at a reasonable profit, for the public benefit and in compliance with financial discipline principles. • Improvement of the business performance via the continuous monitoring and development of the Company’s Operational Model and the alignment of internal procedures with the Company’s strategic goals •D evelopment of high level corporate culture with emphasis on the creation of an environment of trust, transparency and increased participation – commitment of the personnel into the Company’s objectives 1.5 Corporate Social Responsibility IPTO strengthens its Corporate Social Responsibility with best practices contributing to the economy, the society and the environment. More specifically: • Economy: Significant investment activities on new projects strengthening the Interconnected Transmission System, improving the reliability and performance of the System and contributing to the growth of the national economy • Society: Contributory benefits for the local societies where electricity transmission works are carried out, by informing and seeking the cooperation of the local communities for the minimization of the reactions during the implementation of the works, while at the same time there is systematic maintenance of the equipment of the System’s installation facilities securing thus their reliable and safe operation for the benefit of the society • Environmental Protection: Planning and constructing smaller and closed-type Substations in densely populated areas or areas with special characteristics, by installing underground power cables in regions of special cultural heritage, using low noise transformers to reduce noise pollution, submarine cables in the framework of the islands’ interconnection programme, substituting the autonomous stations resulting in the decrease of oil dependence, the decrease of pollutants and the improvement of the customers’ service 9 2. The Role of the Company 2.1 Competences IPTO is the Hellenic Electricity Transmission System Operator and is competent for the operation, maintenance and development of the System, including interconnections. It is also responsible for the management of the electricity market. System Operation • Preparation of the Distribution Programme and management of the electricity flows in the System for the continuous generation – demand balance • Timely provision of information for the operation of the System and securing the Users’ access to it • Entering into electricity trading contracts for the provision of ancillary services and for the balancing needs of the generation – demand imbalances System Maintenance • Care for the safe, reliable and effective System Operation via implementing the necessary maintenance works at the System’s installation facilities and equipment System Planning & Development • Planning of the System development and drawing a Ten-year Development Programme on an annual rolling base in order to secure the ability of the System to safely respond to the reasonable demands of electricity transmission • Provision of access to the System to the license holders of electricity production, supply or trade • Implementation of the development works of the System according to the Ten-year Development Programme and of the Users’ connection works Operation of the electricity market IPTO is responsible for the operation of the electricity market in cooperation with the Operator of Electricity Market (LAGIE in Greek) and the Hellenic Electricity Distribution Network Operator (HEDNO - DEDDIE in Greek). IPTO is responsible for all market operations not included in the Day Ahead Scheduling. Its main competences are: • Measurements: It collects and certifies the power injection and absorption measurements at each point of the Hellenic Electricity Transmission System, including the injections of the conventional and renewable power plants as well as the imports and absorptions of suppliers and exports. • Settlement of imbalances: At the end of each month, it settles the debit-credits of the Participants in the Electricity Market based on the collected and certified measurements. To this extent, it calculates the Marginal Price of Imbalances, the production – demand imbalances and calculates the debits-credits of the Participants, according to the applicable regulatory framework. • Cross border trade: Auctioning on an annual, monthly and daily basis of the rights to use interconnections and determining the cross border exchange programmes • Formation of the regulatory framework of the Market: It recommends the provisions of the Hellenic Electricity Transmission System Code, the Manuals and, in general, the regulatory framework governing the operation of the deregulated electricity market to the Regulatory Authority • Keeping the Registry of Units and the support of the Participants’ Registry • Cooperation with other Operators: In the wider framework of implementing the unified European electricity internal market, it cooperates with other Operators and settles the debits-credits corresponding to it in the framework of the offsetting mechanism between the electricity systems 11 • Keeping the ledger accounts for the: - Management of the Participants’ debits and credits - Clearing of generation-demand imbalances - Cost Recovery Mechanism of Power Plants - Special Natural Gas Consumption Tax - Capacity Assurance Mechanism - Services of Public Interest - Special Duty for Renewable Energy Sources - Special Duty for Lignite-generated Power - Non-Compliance Charges - System Use Charge - Revenues from the congestion management of the interconnections International relations IPTO participates in European Organisations with the purpose of developing rules of common action which are mainly related to the unification of the European Electricity Market, including the planned expansion to SE Europe and the Mediterranean region. 2.2 Mission, vision and values The mission of IPTO in its capacity as Operator of the Hellenic Electricity Transmission System is to secure the country’s supply with electricity in a safe, efficient and reliable way, promoting the development of free competition in the Hellenic Electricity Market and guaranteeing the equal treatment of the Users of the Hellenic Electricity Transmission System and the Participants in the Electricity Market. 12 The vision of IPTO is to be one of the most efficient electricity transmission system operators in Europe, providing added value for all stakeholders in the framework of sustainable development while respecting man and the environment to the benefit of the System Users, the Participants in the Market and the society as a whole. With the said mission and vision as basic aims, all activities of IPTO are governed by a series of values that support their achievement. These values are: • Commitment for the uninterrupted power supply of the country Ensuring the uninterrupted operation of the Hellenic Electricity Transmission System, and, consequently the country’s supply with electricity, fulfilling all quality, safety and efficiency criteria is the foremost objective of IPTO which guides its activities in the framework of its role as the Operator of the Hellenic Electricity Transmission System. • Impartiality Guaranteeing equal and non-discriminatory access to the System for all Users • Transparency Employing procedures of absolute transparency for the operation of IPTO and providing market agents with the required information for the strengthening of free competition • Efficiency Performing IPTO’s duties, as System Operator, in the most efficient manner achieving the optimal utilization of all available resources, contributing to the country’s development serving the public interest and creating value for all stakeholders • Sustainable development Performing IPTO’s duties according to the principles of sustainable development under economic, social and environmental terms, contributing to research and development, technical training and the development of skills of its human resources The implementation of the above values in the IPTO’s daily operation is the basic goal for all the people working for IPTO when performing their duties. 2.3 Management and structure 2.3.1 Corporate Governance Model IPTO’s corporate governance model has been established pursuant to L. 4001/2011 and the provisions of Directive 2009/72/ EC, so as to include an administration structure securing the presence of substantive decision-taking powers in complete independence from the vertically integrated undertaking of PPC, in particular with regard to finding resources for the effective implementation of said activities. In this framework, IPTO has the following Supervisory and Administration Bodies: • Supervisory Board • Board of Directors • Administration Board • Compliance Officer Supervisory Board The Supervisory Board is the company’s body responsible for taking decisions which may have significant impact on the value of the Company’s fixed assets. In this framework, the Supervisory Board determines, inter alia, the borrowing level of IPTO, approves its financial plan, and changes higher than 5% of the company’s assets. The Supervisory Board is not competent to deal with IPTO’s daily operations or with the preparation of the Ten-year Development Programme. The Supervisory Board consists of seven members with the following composition: • four (4) members proposed by PPC • two (2) members proposed by the Greek State • one (1) member from the Company’s full-time personnel Mr. Gagaoudakis Nikolaos was the President of the Supervisory Board from 29.02.2012 to 19.03.2012. The composition of the Supervisory Board on 31.12.2012 was as follows:: Orfanogiannis Chrysostomos Chairman Angelopoulos Georgios Member Bousdekis Dimitrios Member Ekaterinari Urania Dacoronia Eugenia Patsouratis Vassilios Relias Stamatios Member Member (24.02.2012 -03.12.2012) Member Member 13 Board of Directors The Board of Directors of IPTO is competent for taking all decisions related to IPTO’s strategy, planning and operation, in particular regarding the duties of operation, maintenance and development of the Hellenic Electricity Transmission System and assuring the necessary resources for the implementation of these duties. The Board of Directors consists of five members amongst whom one member representing IPTO’s personnel, directly and universally voted by all the people working for the company. Mr. Apergis Nikolaos was member of the Board of Directors from 29.02.2012 to 03.05.2012. The composition of the Board of Directors was as follows on 31.12.2012 Koutzoukos Georgios Vassos Spyros Chairman Kyriazis Hariton Member 14 Vice-Chairman & CEO Mihou Efstathios Member Pending Member / Personnel’s representative The term of office of the Board of Directors shall be three years, in accordance with the decision of the Company’s Supervisory Board, on 29.02.2012, ending on 28.02.2015. Administration Board The Administration Board is competent for the coordination and safeguarding of the necessary cohesion in the company’s operation, the solution of significant problems in the current fiscal year, the implementation of the decisions of the BoD, the implementation of the strategic and operational plan in the sectors of its responsibility. The Administration Board monitors the performance of the company’s units and takes decisions about the supplies or assignments of works up to the monetary limit set by the Board of Directors. The Administration Board comprises the Chairman, the General Managers and the Director of Strategy and Regulatory Issues as members. Compliance Officer The Compliance Officer is competent for monitoring the implementation of the compliance programme and the preparation and submission of relevant reports to RAE and the Supervisory Board. According to the decision of the Supervisory Board, on 29.02.2012, Mr. Maisis Albert has been appointed to the position of Compliance Officer. 2.3.2 Corporate structure The company under the basic management bodies of IPTO is structured into twelve (12) departments and two (2) independent entities, the Legal Department and the Section of Users’ Connection Contracts, directly under the CEO. IPTO also has a special Internal Audit Department, directly under the Board of Directors. IPTO’s departments are further structured into branches, sections and sub-sections in accordance with the organizational needs of each Department. The following graph briefly shows the existing basic organizational structure of IPTO. Organizational structure of IPTO Board Of Directors Supervisory Board Compliance Officer Executive Office Internal Audit Strategy & Regulatory Issues Department Chief Executive Officer Legal Department Financial & Accounting Services Department Purchasing & Logistics Department Transmission System Operation & Control Department Systems & Instructure Department Human Resourses & Support Department Information Technology & Telecommunications Department Transmission System Maintenance Department Power Exchange Transaction Department Transmission System Planning Department Transmission New Projects Department 2.3.3 Personnel The full-time personnel of IPTO SA on 31.12.2012 numbered 1512 people who are presented in the following graph per rank: Personnel distribution per rank 6% 11% 26% 5% 52% 15 3. Technical Infrastructure • Interconnected Electricity Transmission System The Hellenic Interconnected Electricity Transmission System consists of 400kV and 150kV Transmission Lines, Extra High Voltage Centers and 150kV-20kV Substations. The Transmission Lines, with a total length of 11,144 km, are divided into overhead, 10,901km, submarine, 155 km, and underground, 88 km. The underground Transmission Lines are installed mainly around and inside the big urban centers of Athens and Thessaloniki. The Continental Region is connected via submarine cables with the Ionian Islands (Corfu, Lefkada, Kephalonia, Zakynthos) and Andros. At the same time, the procedures for the interconnection of more islands from the Cyclades with the Interconnected System continue (Tinos, Syros, Mykonos, Paros, Naxos). Furthermore, the Transmission System includes 20 Extra High Voltage Centers (400/150/30kV) and 293 substations of 150kV-20kV (step-up, step-down, switching and connection). • Local interconnections 16 The backbone of the Hellenic Interconnected Electricity Transmission System consists of three overhead double-circuit 400 kV lines, which transmit electricity mainly from the power plants of Western Macedonia and are considered of major importance for the whole country. This is the region where approximately 50% of the country’s electricity is generated which in turn is transmitted to the major electricity consumption centers in Central and South Greece, where 65% of the electricity is consumed. • International interconnections The Hellenic Interconnected Electricity Transmission System is connected with the Transmission Systems of Albania, Bulgaria, FYROM, Italy (Direct Current of 400 kV) and Turkey. The above interconnections significantly contribute to the operation safety of the Transmission System and the development of electricity trading exchanges with said countries and the wider SE Europe. Map of the Hellenic Electricity Transmission System INDEPENDENT POWER TRANSMISSION SYSTEM OPERATOR Blagoevgrad(BULGARIA) Babaeski (TURKEY) Dubrovo(FYROM) Bitola(FYROM) Meliti Elbasan(ALBANIA) Filippi Lagadas Nea Santa Thessaloniki Aminteo Ag.Dimitrios Kardia ITALY Larisa Trikala Arachthos 17 Acheloos Distomo Larimna Aliveri Koumoundouros Korinthos Megalopoli Ag.Stefanos Acharnes Pallini Argiroupoli Lavrio Data of the installed Transmission System equipment INSTALLED EQUIPMENT 31.12.2012 TRANSMISSION LINES (km) TYPE Overhead 400kV 2,628 DC 400kV 107 150kV 8,127 Submarine 140 Underground 4.5 TOTAL 2,632 107 66kV 39 TOTAL 10,901 15 155 82 1 88 8,349 55 11,144 TRANSFORMERS TYPE VOLTAGE (kV) NUMBER OF TRANSFORMERS POWER MVA Autotransformer 400/150 54 Autotransformer 150/66 1 50 400 1 597 Transformers of Converter Substation Step-down 150/66 TOTAL 14,080 2 50 58 14,777 SUBSTATIONS TYPE No Extra High Voltage Centers 20 Step-down 18 168 Power Plant Step-up 32 Switching 1 TOTAL 221 MANAGED - MAINTAINED EQUIPMENT by IPTO 31.12.2012 TRANSFORMERS TYPE Step-up Ancillary Step-down VOLTAGE (kV) NUMBER POWER MVA 15-20/400 17 5,408 6-20/150 66 7,494 6/20 2 7 150 21 890 106 13,798 150/20 398 5,408 66/20 3 7,494 401 12,902 13 650 520 27,350 TOTAL Step-down TOTAL Step-down 150/20 TOTAL OWNERSHIP PPC/ GENERATION Hellenic Electricity Distribution Network Operator (HEDNO) PPC / MINES SUBSTATIONS TYPE No NUMBER OF TRANSFORMERS POWER MVA Connection/ Generation 35 46 4,855 Connection/ Generation 37 TOTAL 72 Evolution of the routing length of Overhead Transmission Lines to the Hellenic Electricity Transmission System (km) 150 kV 400 kV 8.127 7.630 2.735 2.106 2000 2002 2004 2006 2008 2010 2012 Evolution of the installation of Substations and Power Transformers to the Hellenic Electricity Transmission System Power Transformers Substations 624 19 458 293 192 2000 2002 2004 2006 2008 2010 2012 Electricity source transmitted by the Hellenic Electricity Transmission System - 2012 54,728 GWh* 10.9% 50.3% 5.7% 7.1% Lignite Oil Natural Gas 25.8% Hydroelectric 0.2% RES * Net Generation + Imports Imports 4. Key Issues 2012 • Completion of the spin-off of the Transmission Sector from the Hellenic Transmission System Operator (HTSO) and commencement of operation of the Independent Power Transmission Operator (IPTO) • Certification of IPTO by RAE • Completion of IPTO Regulations • Preparation of IPTO Operational Plan in the framework of certification • Preparation and submission of studies for the co-funding of System Development works •D evelopment of a Costing and Tariff Policy System for the provision of services to third parties – Signing of Service Level Agreements with PPC SA and HEDNO SA • Issuance of the first document of the Ten-Year System Development Programme and start of consultation (final approval by RAE pending) •P articipation in European programmes under the aegis of ENTSO-E for the development of inter-European electricity highways aiming at the significant RES penetration in the European System 20 •C ommencement of modernization procedures of the Electricity Control System and its support infrastructures as well as of the Company’s information systems • Re-planning of the interconnection work of the Cyclades and preparation for an international tender • Implementation of contract works for the submarine interconnection of South Evia (Polypotamos) – Attica (Nea Makri) •C ompletion of construction works of Aliveri Extra High Voltage Center and electrification of busbars and cells at the 150kV and 400kV sides • Completion of earthworks and Civil Engineer works, completion of E/M equipment construction at the 150kV side and continuation of the construction works of E/M equipment at the 400kV side for the full development of Megalopoli Extra High Voltage Center 5. Brief Financial Information 2012 • The company’s total revenues for 2012 amounted to €325 million. • The electricity transmitted via the company’s networks came up to 54,728 GWh. • The payroll cost, after the deductions arising from Laws 3833/10, 3845/10 and 4024/11, came up to €86.7 million; €22.9 million of which corresponds to investments and €63.8 million to exploitation. • Earnings before interest, taxes and depreciation and amortization (EBITDA) amounted to €114.1 million. • The EBITDA margin came up to 35%. • Net profits amounted to €25 millions • The profit margin is calculated at 7.6%. • Overall mean of transmitted electricity: 4.91 €/ΜWh 21 Part B INDEPENDENT POWER TRANSMISSION OPERATOR SA Financial Statements 1 January - 31 December 2012 International Financial Reporting Standards 1. Annual Report of the Board of Directors Report of the Board of Directors for the period 1/1 – 31/12/2012 Dear Shareholders, Upon the end of the fiscal year, 1.1.2012 to 31.12.2012, of the company Independent Power Transmission Operator SA (“IPTO SA” or “ADMIE SA” or “the company”), as a Société Anonyme, we have the honour of submitting for approval the Financial Statements for this fiscal year, with our comments, according to the articles of association. IPTO SA compiled the Financial Statements on the basis of article 134, L.2190/1920, as currently in force, according to the International Financial Reporting Standards (IFRS), as adopted by the European Union. Change of institutional framework of the electricity market 1. The legal and operational unbundling of the activities belonging to the General Transmission Division from the other Activities of PPC SA has been achieved by virtue of articles 98 and 99, L.4001/2011 on the “Operation of Electricity and Natural Gas Energy Markets for Research, Generation and Transmission Networks of Carbohydrates and other regulations”, as well as of certain activities that comprised the Transmission Sector of DESMIE SA, via the spin-off process and the conversion to 100% PPC SA subsidiary under the name “INDEPENDENT POWER TRANSMISSION OPERATOR SA” (IPTO SA or IPTO SA). 2. Article 97, paragraph 5, L.4001/2011, which stipulated that IPTO SA is under the direct or indirect control of the State has been abolished by virtue of article 4, paragraph 2c, of the Act of Legislative Content, published in the Government Gazette Α’ 268/31.12.2011. 3. RAE certified IPTO SA as an Independent Power Transmission Operator with its decision No 672/26.07.2012, as set forth in articles 19 and 113, L.4001/2012. Up to the issuance of the above certification, IPTO SA performed the duties of the Hellenic Power Transmission System Operator by virtue of the decision of the Minister of Development, No ∆5/ΗΛ/Β/Φ1/7705/25.04.2001.* 4. RAE approved the text of the Grid Control Code for Electricity with its decision, No 57/31.01.2012, in application of article 96, L.4001/2011, while with its decision, No 261/30.03.2012, it approved the text of the Arbitration Regulation of RAE, in application of article 37, L.4001/2011. The Grid Control Code for Elec* The final decision for the certification of IPTO was issued with RAE’s decision No. 962Α/5.12.2012. tricity has been amended with RAE’s decisions, No 280/12.04.2012 (GG Β/1365/27.04.2012), No 772/13.09.2012 (GG Β/2690/03.10.2012), No 773/13.09.2012 (GG Β/2654/28.09.2012 and No 797/27.09.2012 (GG Β/2655/28.09.2012). 5. The Manual of the Grid Control Code was approved with RAE’s decision, No 1047/27.12.2012. 6. By virtue of article 52, paragraph 2, L.4042/2012 on the “Protection of the Environment through Criminal Law – Harmonization with Directive 2008/99/EC – Framework of Producing and Managing Waste – Harmonization with Directive 2008/99/EC – Regulation of Issues of the Ministry of Environment, Energy and Climate Change” and the Decision of Ministry of Environment, Energy and Climate Change, No ∆5/Β/οικ.3982 (OGG Β’ 342/6.02.2012), IPTO SA calculates and collects on a monthly basis a special duty for the lignite-generated electricity from each license holder of a lignite power plant registered in the Registry of Units of the System (Special Lignite Levy). The revenues from the above charges are revenues of the Special Managing Account, as set up under article 40, L.2773/1999 and are therefore given every month by IPTO SA to LAGIE SA. Spin-off of DESMIE SA activities (now LAGIE) and their transfer to IPTO SA Based on article 99, L.4001/2011, DESMIE SA proceeded with the spin off and assignment of certain of its activities to IPTO SA in 2011. More specifically, article 99, L.4001/2011 stipulated that DESMIE SA transfers to IPTO SA, within three months as from this law entering into force, the organizational units and activities related to the management, operation, development and maintenance of the Transmission System previously assigned to it, including the corresponding fixed asses and the personnel of DESMIE SA working in said activities which comprise the Transmission Sector of DESMIE SA. The decision of the Minister of Environment, Energy and Climate Change stipulates that the three-month deadline for the completion of the spin-off can be extended for 6 more months. The activities transferred are: (a) the system operation and control; (b) the system development and maintenance; (c) the settlement of imbalances; (d) the trading and regulated matters, with the exception of the activities of case (i), 29 paragraph 2, article 118, L.4001/2011; and (e) measurements. The above transfer of these DESMIE SA activities was carried out via a spin-off, pursuant to the provisions of L.4001/2011, articles 68 to 79, Codified Law 2190/1920, as well as articles 1 to 5, L.2166/1993, of all DESMIE SA assets under the activities of paragraph 1, with specific deviations related to accounting, taxation, financial, legal and regulatory issues. The spin-off was completed on 1 February 2012 (note 4). Competences and composition of the Supervisory Board IPTO SA has a Supervisory Board which is responsible for taking decision which may have significant impact on the value of the Company’s fixed assets and in particular, decisions related to the approval of the annual funding plan, the determination of the borrowing level of IPTO SA and the dividends distributed to the shareholders. The Supervisory Board is not competent to deal with IPTO’s daily operations, in particular regarding the maintenance and management of the Hellenic Electricity Transmission System, or with activities related to the preparation of the Ten-year Development Programme. 30 The Supervisory Board comprises seven members who have specialized experience in the electricity sector and are appointed by the IPTO SA shareholders’ General Assembly as follows: (a) four members are proposed by the shareholders of IPTO SA; (b) two members are proposed by the Greek State; (c) a member is from the full-time personnel of IPTO SA. The members of the Supervisory Board were appointed on 24/02/2012. RAE with its decision No 55/2011 approved the composition of the Supervisory Board in accordance with article 106, L.4001/2011 regarding the compliance with the independence requirements. Compliance programme and officer IPTO SA, in the framework of its competences as the Operator of the National Electricity Transmission System, draws up and implements a compliance programme including the measures taken in order to exclude any discriminatory behaviour and secure the proper monitoring of compliance to the said programme. The compliance programmes determines the specific obligations of the personnel of IPTO SA in order to achieve the said targets. The programme is approved by RAE. With the reservation of RAE’s competences, compliance with the programme belongs to the independent control of the Compliance Officer. The Compliance Officer is appointed by the Supervisory Board without prejudice to the approval of RAE and can be a natural or legal person. RAE can refuse to approve the Compliance Officer only for reasons of independence or professional competence deficiency. Paragraphs 2 to 9, article 105, also apply for the Compliance Officer. The Compliance Officer is competent for (a) monitoring the implementation of the compliance programme; (b) the preparation the annual report determining the measures taken for the implementation of the compliance programme and its submission to RAE; (c) for the submission a report to the Supervisory Board and the issuance of recommendations regarding the compliance programme and its implementation; (d) for the notification of any substantial violation regarding the implementation of the compliance programme to RAE; and (e) the submission of a report to RAE for all trading and financial relations between PPC and IPTO SA. The duties of the Compliance Officer are determined in L.4001/2011. The Compliance Officer was appointed with the decision, No 5/29.2.2012, of the supervisory board. Development of the Hellenic Electricity Transmission System and decision-taking power IPTO SA submits on 31 March each year a Ten-Year Development Programme of the National Hellenic Transmission System for the period starting on1 January of the immediately next year, based on the current and forecasted supply and demand to RAE following a consultation with all stakeholders. The Programme includes effective measures aiming at securing the System’s capacity and the safety of supply. More specifically, the Ten-Year Development Programme of the National Hellenic Transmission System (a) determines the main transmission infrastructures to be constructed or upgraded in the next ten (10) years including the necessary infrastructures for the RES penetration; (b) includes all investments already included in previous development programmes and determines the new investments expected to start being implemented within the next three years; (c) provides a technical-financial feasibility analysis for the significant transmission works under (b) above, in particular the ones related to international and island interconnections with the Transmission System, including implementation schedule, estimated financial flows to cover the funding needs of the investment plans for said works. If RAE, in the framework of its competence, realizes that IPTO SA does not safeguard the implementation of the investments that are scheduled to be implemented within three years according to the Ten-Year Development Programme of the System, unless this delay is due to reasons outside its control capabilities, it takes one of the following measures: (a) it demands that IPTO SA to implement said investments; (b) it holds an open tender for said investments; and (c) obliges IPTO SA to proceed with a capital increase in order to fund the necessary investments allowing independent investors to participate in the company’s capital. If RAE makes use of its powers, pursuant to (b) above, it can oblige IPTO SA to accept one or more from the following: (a) funding of the investment by any third party; (b) funding and construction of the investment by any third party; (c) assuming the contract work for the construction of the fixed assets of the investment; or (d) assuming the operation and management of the investment’s fixed assets. Significant data of 2012 » The total revenues of the company for 2012 amounted to €325 million. » The electricity transmitted via the company’s networks came up to 54,728Gwh. » The fees for the personnel after the decreases arising from the implementation of laws 3833/10, 3845/10 and 4024/11 amounted to €86.7 million, €22.9 million of which corresponds to investments and €63.8 million to operation. » The personnel numbered 1,512 people at the end of 2012. » Earnings before interest, tax, depreciation and amortization (EBITDA) amounted to €114.1 million. » The EBITDA margin was 35%. » Net profits amounted to €25 million, decreased compared to the previous period, due to the provisions for impairment of receivables of €44 million and provisions for power settlement of €34 million. » The profit margin is estimated at 7.6%. On 31 December 2012, the results of the impairment audit recorded that the impairment loss for the fixed assets of the transmission activity came up to €118.75 million netting the increase in value from previous revaluations while the net value of €95 million directly burdened the other total revenues of the Company decreasing the revaluation reserves of fixed assets created in previous periods. Policy for Dividends The Board of Directors with its decision on 27 March 2013 suggested to the Company’s Supervisory Board and the Shareholders’ General Meeting that no dividends are to be distributed for the fiscal year 2012 given the uncertainty regarding the revenues of 2013 along with the general uncertainty of the financial environment. Debt evolution The net debt came up to €456 million. As a consequence, the ratio of the net debt to the net position was 0.49 on 31.12.2012. Development of activities and Investment Programme The total investments of IPTO SA came up to the amount of €83.6 million. The main projects either completed or in progress were the following: » 400kV Transmission Line, Ultra High Voltage Center of Patra - System » 150kV Transmission Line, Polypotamos - Evia 7 » Reconfigurations of 150kV Transmission Line at the new Megalopoli Ultra High Voltage Center » 150kV Transmission Line Megalopoli I - Kalamata Ι » Undergrounding of 150kV Transmission Line in the Aliveri region » 400kV Transmission Line, Ultra High Voltage Center of Aliveri - System » Megalopoli Ultra High Voltage Center » Soroni Substation » 150 kV Transmission Line, Ultra High Voltage Center of Langada – Kilkis Substation (completed) » Megalopoli I Substation of Thermal-Electricity Generation Plant (completed) » Megalopoli II Substation of Thermal-Electricity Generation Plant (completed) » Spilio Substation (completed) » Change of pipes at the 150 kV Transmission Line of Soroni Substation – Rodinio Substation (completed) Prospects for 2013 The Budget of IPTO SA for 2013 was approved by the Board of Directors in February 2013. The key financial data are expected to be as follows: 31 Total Revenue €316.4 million Total Expenses €211.4 million Earnings before taxes and interest €139.5 million Earnings before taxes €105.0 million Major risks – Uncertainties The company’s activities are affected by various types of risks. In particular: Interest rate risk: The main risk arising from the management of debt liabilities is focused on the financial results and cash flows as a consequence of the interest rate fluctuation. Merchandise price risk: The prices of the key materials used by the company both for the System operation as well as for its development are determined by the international commodity markets and as a result the company is exposed to the fluctuation risk of the relevant prices. 32 Credit Risk: The Company is exposed to a significant credit risk for trade receivables. At the same time, the more general financial conditions negatively affect the available liquidity due to payment difficulties the customers face. In this framework, the company implements an assurance policy for the revenues via advance payments or guarantees. Liquidity Risk: The liquidity risk is related to the need for adequate cash flow for the company’s operation and development. The company manages the liquidity risk by monitoring and programming its cash flows and acts appropriately to ensure as much as possible sufficient credit limits and cash flows and at the same time trying to achieve extension of the average maturity of its debt and the diversification of its funding sources. Risk from the absence of fixed assets insurance: The company does not have insurance on its fixed assets in operation and as a result a possible significant damage of its assets may have an impact on its profitability given that it is self-insured. Moreover, materials and spare parts as well as liabilities against third parties are not insured. The company examines the possibility of holding a tender to choose an insurance company for the insurance coverage of its assets and third party liabilities. Credit Rating Risk: Following the international financial crisis, International Rating Agencies apply stricter criteria regarding the certification of liquidity capacity and, as a result, even if a company has ensured, inter alia, a reliable coverage plan of its capital needs, it faces the risk of a rating downgrade if it does not fulfil the new stricter criteria. Regulatory Risk: Possible amendments or / and additions of the regulatory framework governing the Electricity market both in application of the provisions of the European legislation as well as of the provisions of the Memorandum signed between the Greek state, the IMF and the ECB can significantly affect the company’s operations and financial results. Litigations risk: The company is defendant in several legal proceedings, whose negative outcome will have significant impact on the company’s financial results. Risk from the amendment of tax and other regulations: Possible amendment of tax and other regulations can affect the company’s financial results. Risk from regulated rate on return on activities: The System’s regulated returns on investments can negatively impact the company’s profitability if they do not cover the reasonable return of the relevant invested capitals. Company is subject to certain laws and regulations applicable to companies of the broader public sector. As long as the Greek state, as the key shareholder, holds 51% of the share capital of PPC and its subsidiaries, IPTO SA shall continue to be considered, with regard to certain sectors, a company of the Greek Public Sector. Its operations, therefore, will continue to be subject to laws and provisions generally applicable to the Greek Public Sector, affecting thus specific procedures, such as, indicatively and not restrictively, salaries, ceiling of fees, hiring and firing of personnel or the procurement procedures. The said laws and provisions, in particular in the framework of the current financial conjecture and the relevant decisions of the Central Administration may limit its operational flexibility and negatively and significantly affect its financial results. The application of the provisions of Laws 3833/2010 and 4024/2011 may produce significant negative consequences on the company’s operation. It is noted that the company does not have the capability of hiring or keeping experienced staff and the loss of specialized staff can adversely affect its ability to prepare and implement its strategy. Significant transactions with related parties The balance (receivables and payables) with related parties were as follows on 31 December 2012 and 2011: 31 December 2012 PPC SA DEDDIE SA PPC Renewables SA 31 December 2011 Receivables (Payables) Receivables (Payables) 787,475 (261,207) - (198) 9,926 (2,981) (5) (20) 175 (20) 797,396 (264,208) 175 (218) Transactions with related parties for the period ended 31 December 2012 and 2011 are as follows: 2012 PPC SA DEDDIE SA PPC Renewables SA 2011 Revenues Expenses Revenues Expenses 1,828,153 (577,911) - - 12,323 (12,341) 26 - - - 1,840,502 590,252 - - Management Compensation The fees of the Administration bodies for the period ended 31 December 2012 amounted to €192 thousand. (2011: 123 thousand). This amount includes employers’ contributions but not the electricity supply based on the PPC personnel tariff. Also, the members of the company’s board of direc- tors received as a fee for the period ended 31 December 2012 the amount of €64 thousand (2011: 0) and the fees of the members of the supervisory board set up in 2012 came up to €4 thousand (2011: 0). Athens, 27 March 2013 For the Board of Directors The Chairman Georgios Koutzoukos 33 2. Financial Statements for fiscal year 2012 Income Statement for the Fiscal Year ended 31 December 2012 (in thousand Euros) Notes 1/1-31/12 2011* 1/1-31/12/2012 NET SALES: Income from Rent for the Transmission System Operator’s sales 268,539 300,450 5 1,942,271 Operator’s purchases 5 (1,942,271) Other sales 5 56,650 20,363 5 325,189 320,813 Payroll cost 6 63,875 70,765 Depreciation and Amortization 7 54,545 55,375 Contracting cost 29 37,113 EXPENSES / (INCOME): Materials and consumables 1,892 5,906 Utilities 6,363 2,127 Third-party fees 7,726 4,622 Taxes – duties 2,112 2,078 Provisions for risks 25 3,680 684 Provisions for slow-moving materials 16 857 - Other provisions 8 78,270 932 Financial expenses 9 29,838 24,805 Financial income 10 (2,147) (20) Others (income) 11,25 (3,252) (7,364) Other expenses 11 8,621 7,715 289,493 167,625 35,696 153,188 (10,190) (35,627) 25,506 117,561 PROFITS / (LOSSES) BEFORE TAXES Income tax 12 NET PROFITS / (LOSSES) FOR THE PERIOD *In order to achieve a more substantial presentation and publication of the expenses / income per category we re-classified specific categories of 2011 depending on their nature. The specific change does not affect the total of income / expenses of 2011. The accompanying notes comprise an integral part of the financial statements. 37 Comprehensive Income for the Fiscal Year ended 31 December 2012 (in thousand Euros) 1/1-31/12 2012 NET PROFITS / (LOSSES) FOR THE PERIOD 1/1-31/12 2011 25,506 117,561 (118,750) - 23,750 - - - Other comprehensive income / (losses) for the period after taxes (69,494) 117,561 Consolidated comprehensive income / (losses) for the period after taxes (69,494) 117,561 Other comprehensive income / (losses) - Impairment of assets (note 13) - Tax impact 38 The accompanying notes comprise an integral part of the financial statements. Balance Sheet of Fiscal Year ended 31 December 2012 (in thousand Euros) ASSETS Non current assets: Tangible assets Intangible assets Total non current assets Current assets: Inventories Trade receivables Other receivables Cash and cash equivalents Total current assets Notes Non-current liabilities: Interest bearing loans and borrowings Post retirement benefits Provisions Deferred tax liabilities Consumers’ contributions and subsidies Other non-current liabilities Total non-current liabilities Current liabilities: Trade and other liabilities Short-term borrowings Current portion of interest bearing loans and borrowings Income tax payable Accrued and other current liabilities Total current liabilities TOTAL LIABILITIES AND EQUITY 31/12/2011 13 14 1,544,573 662 1,545,235 1,678,310 112 1,678,422 16 17 18 19 48,859 612,412 37,584 30,437 729,292 52,825 94,390 35,813 21,609 204,637 2,274,527 1,883,059 38,444 11,205 646,145 240,135 935,929 36,366 9,930 742,711 *253,427 1,042,434 23 24 25 12 26 275,894 13,675 21,065 35,748 133,796 4,153 484,331 421,592 12,921 17,385 *71,243 136,023 659,164 27 23 23 511,684 50,000 160,436 132,147 854,267 48,978 93,319 26,174 12,990 181,461 2,274,527 1,883,059 TOTAL ASSETS LIABILITIES AND EQUITY Equity: Share capital Legal reserve Fixed asset’s revaluation surplus Retained earnings Total equity 31/12/2012 20 21 28 *The specific amounts presented do not correspond to the revised annual financial statements of 31 December 2011 and reflect adjustments, as explained below in note 3.1. The accompanying notes comprise an integral part of the financial statements. 39 Statement of Changes in Equity for the Fiscal Year ended 31 December 2012 (in thousand Euros) Share Capital Balance, 31 December 2010 - Net profits of the period Comprehensive income for the period after taxes - Contribution of PPC’s General Transmission Division 4,441 4,441 31,925 - Other movements - - Formation of legal reserve - Balance, 31 December 2011 36,366 - Net profits for the period - - Other total income / (losses) for the period after taxes Comprehensive income / (losses) for the period after taxes 40 - Transfer of activities of transmission system operation from DESMIE (note20) 36,366 2,078 - Formation of legal reserve (note21) - - Dividends (note 22) - - Transfer from retirements of assets Balance, 31 December 2012 38,444 * The specific amounts presented do not correspond to the revised annual financial statements of 31 December 2011 and reflect adjustments, as explained below in note 3.1. Statutory Reserve Appreciation of asset revaluation Retained earnings Total equity 4,052 - 394 8,887 - - 117,561 117,561 4,052 - 117,955 126,448 - 737,300 (43,693) 725,532 - 5,411 (4,102) 1,309 5,878 - (5,878) - 9,930 742,711 *253,427 *1,042,434 - - 25,506 25,506 (95,000) (95,000) 9,930 647,711 278,933 972,940 - - - 2,078 1,275 - (1,275) - - - (39,089) (39,089) (1,566) 1,566 646,145 240,135 11,205 The accompanying notes comprise an integral part of the financial statements. 935,929 41 Statement of Cash Flow for the Fiscal Year ended 31 December 2012 (in thousand Euros) Notes 1/1-31/12 2012 1/1-31/12 2011 35,696 153,188 CASH FLOWS FROM OPERATING ACTIVITIES Profits / (Losses) before taxes Adjustments: Depreciation and amorization 59,991 60,239 Amortization of customers’ contributions and subsidies (5,585) (4,864) 5,514 3,222 Received assets and liabilities within the transitional spin-off period Interest income (2,147) (20) Sundry provisions 22,293 (5,545) Transfer of fixed assets to the contracting cost and write off’s 43,402 885 525 803 Amortization of loan origination fees Interest expense Operating profit / (loss) before changes in working capital 27,761 24,149 187,450 232,057 (Increase) / decrease in: Trade and other receivables 42 (453,127) 55,632 Other receivables 5,796 (33,760) Inventory 3,109 3,836 Trade payables 390,549 41,637 Accrued and other liablities 102,367 6,294 Income tax paid (48,296) Increase / (decrease) in: Net cash from operating activities 187,848 305,696 2,147 20 CASH FLOWS FROM INVESTING ACTIVITIES Interest received Capital expenditure of fixed assets and software (83,675) (79,397) (81,528) (79,377) Principal payments of interest bearing bonds and borrowings (29,107) (179,107) Dividends paid (39,089) Net Cash used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Loan origination fees paid Interest paid Net Cash used in Financing Activities Net increase / (decrease) in cash and cash equivalents - (564) (29,296) (25,415) (97,492) (205,086) 8,828 21,233 Cash and cash equivalents at beginning of year 21,609 376 Cash and cash equivalents at the end of the year 30,437 21,609 The accompanying notes comprise an integral part of the financial statements. 3. Notes to the Financial Statements Notes to the Financial Statements ended 31 December 2012 (in thousand Euros, unless otherwise stated) 1. Establishment, Organization and Operation of the Company The Independent Power Transmission System SA (IPTO SA or ADMIE SA or the company) is a public limited company (SA) which was established in Greece in 2000*1, and its operation is governed by the Greek law. The aim of the company is to implement the activities and perform the duties of the Owner and Operator of the Hellenic Electricity Transmission System (ESMIE in Greek) as set forth in L.4001/2011. In particular the company’s aim is the operation, maintenance and development of the Electricity Transmission System, so as to secure the country’s supply with electricity in a safe, efficient and reliable way. In the framework of the above, the company performs the duties and operates in accordance with the provisions of articles of chapters A to C of the Fourth Part of L.4001/2011, and the delegated acts, and mainly of the Grid Control Code of the Hellenic Electricity Transmission System and the operation licenses of the Transmission System granted to it. The seat of IPTO SA is at 89, Dyrrahiou and Kifissou Street, 104-43, Athens, Greece and the duration of the company is up to 31 December 2100. The personnel numbered 1512 people on 31 December 2012, 10 of whom were seconded in services of the Public Sector and 9 of them were paid by the company. The total payroll cost amounted to €261 and is included in the income statement. On 31 December 2012, 100% of the company’s shares belonged to the Public Power Corporation SA (PPC or Parent Company). 5.4% of the shares belonging to the company Electricity Market Operator (LAGIE), as a result of the spinoff and transfer of the sector of the transmission system operation from DESMIE (now LAGIE) was bought by PPC on 30 November 2012.*2 2. Changes in the Institutional Framework Change in the institutional framework of the electricity market 1. The legal and operational unbundling of the activities belonging to the General Transmission Division from the other Activities of PPC SA has been achieved by virtue of articles 98 and 99, L.4001/2011 on the “Operation of Electricity and Natural Gas Energy Markets for Research, *1. The company was established in 2000 under the name PPC Telecommunications SA. After L.4001/2011 into effect, the name changed into Independent Power Transmission Company SA. *2. The transfer of the shares of IPTO SA from LAGIE to PPC SA was concluded on 15.02.2013. Generation and Transmission Networks of Carbohydrates and other regulations”, as well as of certain activities that comprised the Transmission Sector of DESMIE SA, via the spin-off process and the conversion to 100% PPC SA subsidiary under the name “INDEPENDENT POWER TRANSMISSION OPERATOR SA” (IPTO SA or ADMIE SA). 2. Article 97, paragraph 5, L.4001/2011, which stipulated that IPTO SA is under the direct or indirect control of the State has been abolished by virtue of article 4, paragraph 2c, of the Act of Legislative Content, published in the Government Gazette Α’ 268/31.12.2011. 3. RAE certified IPTO SA as an Independent Power Transmission Operator with its decision No 672/26.07.2012, as set forth in articles 19 and 113, L.4001/2012. Up to the issuance of the above certification, IPTO SA performed the duties of the Hellenic Power Transmission System Operator by virtue of the decision of the Minister of Development, No ∆5/ΗΛ/Β/Φ1/7705/25.04.2001.*3 4. RAE approved the text of the Grid Control Code for Electricity with its decision, No 57/31.01.2012, in application of article 96, L.4001/2011, while with its decision, No 261/30.03.2012, it approved the text of the Arbitration Regulation of RAE, in application of article 37, L.4001/2011. The Grid Control Code for Electricity has been amended with RAE’s decisions, No 280/12.04.2012 (GG Β/1365/27.04.2012), No 772/13.09.2012 (GG Β/2690/03.10.2012), No 773/13.09.2012 (GG Β/2654/28.09.2012 and No 797/27.09.2012 (GG Β/2655/28.09.2012). 5. The Manual of the Grid Control Code was approved with RAE’s decision, No 1047/27.12.2012 (GG Β/53/16.01.2013). 6. By virtue of article 52, paragraph 2, L.4042/2012 on the “Protection of the Environment through Criminal Law – Harmonization with Directive 2008/99/EC – Framework of Producing and Managing Waste – Harmonization with Directive 2008/99/EC – Regulation of Issues of the Ministry of Environment, Energy and Climate Change” and the Decision of Ministry of Environment, Energy and Climate Change, No ∆5/Β/οικ.3982 (OGG Β’ 342/6.02.2012), IPTO SA calculates and collects on a monthly basis a special duty for the lignite-generated electricity from each license holder of a lignite power plant registered in the Registry of Units of the System (Special Lignite Levy). The revenues from the above charges are revenues of the Special Managing Account, as set up under article 40, L.2773/1999 and are therefore given every month by IPTO SA to LAGIE SA. *3. The final decision for the certification of IPTO was issued with RAE’s decision No 962Α/5.12.2012. 45 Spin-off of activities of DESMIE SA (now LAGIE) and their transfer to IPTO SA 46 Based on article 99, L.4001/2011, DESMIE SA proceeded with the spin off and transfer of certain of its activities to IPTO SA in 2011. More specifically, article 99, L.4001/2011 stipulated that DESMIE SA transfers to IPTO SA, within three months as from this law entering into force, the organizational units and activities related to the management, operation, development and maintenance of the Transmission System previously assigned to it, including the corresponding fixed asses and the personnel of DESMIE SA working in said activities which comprise the Transmission Sector of DESMIE SA. The decision of the Minister of Environment, Energy and Climate Change stipulates that the three-month deadline for the completion of the spin-off can be extended for 6 more months. The activities transferred are: (a) the system operation and control; (b) the system development and maintenance; (c) the settlement of imbalances; (d) the trading and regulated matters, with the exception of the activities of case (i), paragraph 2, article 118, L.4001/2011; and (e) measurements. The above transfer of these DESMIE SA activities was carried out via a spin-off, pursuant to the provisions of L.4001/2011, articles 68 to 79, Codified Law 2190/1920, as well as articles 1 to 5, L.2166/1993, of all DESMIE SA assets under the activities of paragraph 1, with specific deviations related to accounting, taxation, financial, legal and regulatory issues. The spin-off was completed on 1 February 2012 (note 4). 3. Basis for presentation of financial statements ed. There are no Standards applied before the starting date of their application. 3.2. Significant accounting judgments and estimates of the Management The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates. The principle judgments and estimates referring to events the development of which could significantly affect the items of the financial statements during the forthcoming twelve month period are as follows: Post-retirement benefits All employees and pensioners of the PPC Group are entitled to supply of energy at reduced tariffs. Such reduced tariffs to pensioners are considered to be obligation of IPTO to the parent company and are calculated at the current value of the future retirement benefits deemed to have accrued at year-end based on the employees’ earning retirement benefit rights steadily throughout their working period. The above mentioned obligations are calculated on the basis of financial and actuarial assumptions. Further details regarding the basic assumptions and estimates are included in Note 31. Fair values and useful lives of tangible fixed assets The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), as well as in accordance with their relevant Interpretations, as issued by the IASB Interpretations Committee and adopted by the European Union (EU) and obligatory applied for fiscal years ended 31 December 2012. The company carries its tangible fixed assets at revalued amounts (estimated fair values) as determined by an independent firm of appraisers. Independent appraisals are performed periodically (every 3-5 years). The determination of the fair values of tangible fixed assets requires making assumptions, estimates and judgments with respect to the ownership, the value in use and the existence of any economic, operational and physical obsolescence of the tangible fixed assets. Furthermore, the Management has to make certain estimates with respect to the total and remaining useful lives of depreciable assets, which are subject to a periodic review. The total useful lives, as appraised, are included in Note 3.4. Basis of preparation of Financial Statements Provisions for risks The financial statements have been prepared on a historical cost basis, except for certain financial instruments that are stated at fair value, and the principle of the continuation of the company’s operation. The financial statements are presented in thousand Euros, with all amounts rounded to the nearest thousand except when otherwise indicat- The company is establishing provisions for risks concerning claims by third parties against it which might lead to an outflow of resources for their settlement. Provisions are established based on the claimed amount and the possible outcome of the trial. Description of the risks and reference to the amount of relevant provisions are included in Note 25. 3.1. Basis for presentation Statement of Compliance Impairment of fixed assets The company assesses at each reporting date whether there is an indication that its long-term assets may be impaired. The determination of whether such indications exists requires the Management to make assumptions, admissions and judgments with respect to external and internal factors that may affect the recoverability of its assets as well as judgments on the determination of its independent cash generating units. Further details regarding judgments and estimates are included in note 13. Provision for income tax and acknowledgment of deferred tax obligations Income tax liabilities for the current and prior years are measured at the amounts expected to be paid to the taxation authorities, using the tax rates that have been enacted by the balance sheet date. Provision for income taxes includes taxes reported in the respective income tax statement and the potential additional tax assessments that may be imposed by the tax authorities upon settlement of the open tax years on the basis of the findings of prior tax audits. Therefore, the final settlement of the income taxes might differ from the income taxes that have been accounted for in the financial statements. Deferred tax obligations are recognized on carried forward tax losses to the extent that it is probable that future taxable profits will occur to offset carried forward tax losses. Deferred tax receivables that are recognized require management to make assessments as to the time and level of realization of future taxable profits. 4. Transfer of transmission system operation activities from DESMIE SA (now LAGIE) to IPTO SA Based on article 99, L.4001/2011, the societe anonyme trading under the name “Hellenic Transmission System Operator SA” (HTSO or DESMIE SA in Greek), set up with Presidential Decree 328/2000 pursuant to article 14, L.2773/1999, transfers to IPTO SA within three months as from this law entering into force (up to 22 November 2011) the organizational units and activities related to the management, operation, development and maintenance of the Transmission System previously assigned to it, including the corresponding fixed asses and the personnel of DESMIE SA working in said activities which comprise the Transmission Sector of DESMIE SA. The activities transferred are: a) the system operation and control; b) the system development and maintenance; c) the settlement of imbalances; d) the trading and regulated matters, with the exception of the activities of case (i), paragraph 2, article 118, L.4001/2011; and e) measurements. The deadline stipulated in the first point can be extended for additional six (6) months with the decision of the Minister of Environment, Energy and Climate Change. 1. With regard to legal relations, rights and obligations arising from the transferred units and activities under paragraph 1, this transfer equals succession in interest and with the registration of the relevant approval decision in the Societe Anonyme Registry, DESMIE SA is relieved from any obligation it may have against a third party, including the State and Social Security Funds, which are assigned to IPTO SA pursuant to the above. It is also relieved from any obligations, titles or rights that are not transferred by law or contract. Pending trials continue ipse jure by IPTO SA without being violently interrupted and requiring a statement by IPTO for their continuation or repetition. 2. The above mentioned transfer of DESMIE SA is realized through a spin-off according to the provisions of this law, articles 68 to 70 of Codified Law 2190/1920 and articles 1 to 5, L.2166/1993 of all assets of DESMIE SA belonging the activities of paragraph 1, with the following deviations: (a) Subsidies of fixed investments reflected in the balance sheet of DESMIE SA either in the capital or the item “subsidies of fixed investments” can be transferred to IPTO SA. (b) Zero real estate and cars transfer tax are not required to be submitted to the competent tax office. (c) D ESMIE SA and IPTO SA are relieved from the obligation to pay pro rata and fixed notary public fees for any act for which a notary public deed is required, such as the compilation and amendment of articles of association and the preparation of the spin-off and transfer contract. The other notary public fees are limited to half of what is stipulated in the applicable legislation. No lawyer is required to be present when the relevant acts are prepared and signed. (d) The transfer of assets and liabilities, including the transfer of rights in rem for real estate, cars and other movable property is carried out ipse jure by just registering the spin-off contract in the Societe Anonyme Registry. No regulatory or administration approvals, certificates, solemn declarations and graphs are required for the transfer of real estate, even for the ones acquired with expropriation or are located in 47 frontier regions, notwithstanding any other general or special provision. Conveyances and other, under the applicable provisions, required registrations for the transfer of rights in rem have a certifying character and are carried out via the registration of the spinoff contract in the Societe Anonyme Registry, without paying any duty or fee for a third party, including the fees, fixed and pro rata fees, allowances or other duties for non stipendiary or stipendiary land registries or cadastre offices notwithstanding any applicable provision. (e) Differences in value adjustment of fixed and other assets arising from the application of other laws remain in DESMIE SA. (f) IPTO SA is subrogated in all general rights, obligations and legal relations of DESMIE SA, related to the transferred sector under the above, and enjoys the taxation privileges and exemptions enacted in favour of DESMIE SA. (g) Administrative licenses and approvals of any type granted to DESMIE SA regarding to the Transmission Sector are ipse jure transferred to IPTO SA. 48 3. For the application of the provisions of L.2166/1993, there is no obligation to keep distinct accounts in the books of DESMIE SA with regard to the transactions and other acts which shall take place after the compilation of the accounts and will be related to the transferred sector and, due to their nature, it is not possible to distinguish them from the other sectors of DESMIE SA. These acts shall be made distinct during the transitional period and shall be transferred upon the conclusion of the conversion works with a unitary entry in the books of the societe anonyme absorbing the sector, according to the article 2, paragraph 6, L.2166/1993. 4. The share capital of IPTO SA increases due to the absorption of the above mentioned transferred sector of DESMIE SA at the amount of its book value. Upon the completion of the absorption of the sector, new shares are issued by IPTO SA which are granted to DESMIE SA. These shares allow DESMIE SA to participate in the profits of the absorbing company. 5. Within a three-month deadline from the realization of the above spin-off, DESMIE SA transfers to PPC all of its shares in IPTO SA because of the spin-off and transfer, for a consideration equal to the nominal vaue of said shares. On 23 November 2011, the company’s board of directors decided that the company shall absorb the Transmission sector of DESMIE SA, pursuant to article 99, L.4001/2011. The share capital of IPTO SA, as a result of the spin-off, was increased by the amount of €2,078, and on 30 November 2012, 5.4% of the shares belonging to the company Operator of Electricity Market (LAGIE) was bought by PPC. The book value of the contributed assets and liabilities (IFRS) on 1 February 2012, as incorporated in the current financial statements as follows: ASSETS Non – current assets 1/2/2012 Tangible assets 4,929 Intangible assets 352 Other non-current receivables 285 Total non-current assets Current assets: 5,566 Trade receivables 108,859 Other receivables 7,283 Total current assets 116,142 121,708 TOTAL ASSETS EQUITY AND LIABILITIES Equity: Shared Capital 2,078 Retained earnings 22,560 Total equity 24,638 Non-current liabilities: Consumers’ contributions and subsidies 3,358 Provisions 662 Other non-current liabilities 3,557 Total non-current liabilities 7,577 Current liabilities: Trade and other liabilities 72,157 Accrued and other liabilities 17,336 Total current liabilities 89,493 TOTAL LIABILITIES AND EQUITY 121,708 The results of the transitory period from the date of the transformation Balance Sheet on 1 September 2011 up to 1 February 2012 came up at a loss of €5 million incorporating the provisions for the impairment of the value of receivables (Note 17) and have been fully included in the company’s books and reflected in the attached financial statements. 49 5. Sales 50 REVENUES FROM TRANSMISSION SYSTEM RENT Energy sales Periodic Network Settlement Capacity Assurance Special Lignite Levy Operator of non-interconnected islands Special duty of article 40, L.2773/1999 Services of General Interest Transborder trade Imbalances Ancillary Services Settlement matching Variable Cost recovery coverage Special Consumption Tax Charge of Branch System Use Total Energy Sales Energy purchases Periodic Network Settlement Capacity Assurance Special Lignite Levy Operator of non-interconnected islands Special duty of article 40, L.2773/1999 Services of General Interest Transborder trade Imbalances Ancillary Services Variable Cost recovery coverage Special Consumption Tax Charge of Branch System Use Total Energy Purchases Other sales: Revenues from contracting works Received customers’ contributions Revenues from recovery of Administrative Costs Optical fiber rent Other Sales Total other sales GENERAL TOTAL 1/1-31/12/2012 1/1-31/12/2011 268,539 300,450 11,425 610,967 48,302 24,887 309,597 32,327 3,989 131,603 16,916 56,110 433,922 154,716 107,510 1,942,271 - 11,425 610,967 48,302 24,887 309,597 32,327 3,989 187,149 8,760 433,922 163,436 107,510 (1,942,271) 39,053 6,017 7,746 1,927 1,907 56,650 325,189 5,810 1,927 12,626 20,363 320,813 Energy sales / purchases are related to the settlements of energy services assumed by IPTO from DESMIE (now LAGIE) as from 1 February 2012 which do not exist on 31 December 2011 in IPTO’s financial statements. 6. Payroll Cost Payroll cost Employers’ social contributions Personnel allowances Compensation for work outside the company Expenses for reduced personnel tariff Net provision for reduced personnel tariff Payroll cost included in in tangible assets TOTAL 1/1- 31/12/2012 59,493 18,995 586 5,047 794 1,865 (22,905) 63,875 1/1- 31/12/2011 73,044 20,575 782 3,839 1,009 1,278 (29,762) 70,765 1/1- 31/12/2012 1/1- 31/12/2011 59,557 788 (5,800) 54,545 60,185 54 (4,864) 55,375 7. Depreciation and Amortization Depreciation / amortization Fixed assets (note 13) Software (note 14) Subsidies and consumers’ contributions (note 26) TOTAL 51 8. Other Provisions Provisions for impairment of receivables (Note 17) Provisions for energy settlement TOTAL 1/1- 31/12/2012 43,964 34,306 78,270 1/1- 31/12/2011 932 932 1/1- 31/12/2012 27,761 525 853 699 29,838 1/1- 31/12/2011 23,127 656 999 23 24,805 1/1- 31/12/2012 2,147 2,147 1/1- 31/12/2011 20 20 9. Financial Expenses Interest expenses (note 23) Amortization of loans’ issuance expenses Commissions on letters of guarantee Others TOTAL 10. Financial Income Interest on bank and time deposits (note 19) TOTAL 11. Other Expenses / Income 1/1- 31/12/2012 1/1- 31/12/2011 6,225 2,515 405 817 Others 1,991 4,383 TOTAL 8,621 7,715 1/1- 31/12/2012 1/1- 31/12/2011 - 6,173 2,807 1,113 OTHER EXPENSES Loss on disposals of fixed assets Transportation and travel expenses OTHER REVENUES Litigation provisions released Other revenues from producers’ connections Others 445 78 TOTAL 3,252 7,364 12. Income Tax (Current and Deferred) 52 1/1- 31/12/2012 1/1- 31/12/2011 Current income tax 21,935 26,174 Deferred income tax (11,745) 9,453 TOTAL INCOME TAX 10,190 35,627 The company’s nominal tax rate is 20%. The income tax statement is submitted on an annual basis, but the profits or losses declared are provisional until the tax authorities audit the statements and the books and records of the taxed party and the final audit report is issued. Tax losses, to the extent accepted by the tax authorities, can be used to offset future profits of the five fiscal years following the fiscal year to which they relate. The company has not acknowledged tax losses for offset from previous years. The company has not been audited by the tax authorities for fiscal years 2007 up to 2010. A tax conformity audit, as stipulated in article 82, paragraph 5, Law 2238/1994 and the decision No ΠΟΛ 1159/22.7.2011 of the Ministry of Finance. No significant tax liabilities arose from this audit apart from the ones entered and shown in the financial statements. For fiscal year 2012, the tax audit is already carried out by the Company’s legal auditors. The Company’s management does not expect significant tax liabilities from this tax audit apart from the ones entered and shown in the financial statements. An analysis and numerical reconciliation between the tax and the product of accounting profit multiplied by the nominal tax rate is set out below: Profit before taxes Nominal tax rate Tax calculated on the nominal rate Tax decreased due to tax adjustment Non deductible expenses INCOME TAX 1/1- 31/12/2012 1/1- 31/12/2011 35,696 153,188 20% 20% 7,139 30,638 (1,158) - 4,209 4,989 10,190 35,627 28.6% 23.3% The movement of the deferred income taxes is as follows: Deferred tax receivables and liabilities are further analyzed below: 31/12/2012 31/12/2011 Deferred tax receivables Impairment of trade and other receivables 9,036 186 Impairment of reserves 3,413 3,274 12,325 6,171 Other provisions for risks and accruals Subsidies and consumers’ contributions 241 506 2,311 978 27,326 11,115 (303) (408) (62,771) (81,950) Deferred tax liabilities (63,074) (82,358) Deferred tax liabilities net (35,748) (71,243) Others Gross deferred tax receivables Deferred tax liabilities Loans’ expenses Revaluation of fixed assets & difference of depreciations of tangible & intangible assets Deferred taxes are attributable to the following items as analyzed below: Revaluation of fixed assets & difference of depreciations of tangible & intangible assets Impairment of trade & other receivables Impairment of reserves Subsidies and consumers’ contributions Loans’ expenses Other provisions for risks and accruals 53 1/1- 31/12/2012 1/1- 31/12/2011 4,572 5,077 (8,850) (186) (139) 16 265 219 (105) (131) (6,154) 4,458 Others (1,334) - TOTAL (11,745) 9,453 Deferred taxes are attributable to the net position as analyzed below: 31/12/2012 31/12/2011 Impairment of Fixed Assets 23,750 - TOTAL 23,750 - According to IAS 12 (paragraph 47) and IAS 10 (paragraph 22), the change in the tax rate was realized in the beginning of 2013 is a non-adjusting event and therefore current and deferred income tax was calculated using the rate applicable as of 31.12.2012. In case of application of the new tax rate in the temporary difference of 31 December 2012, the deferred tax liability would be increased by €10,724. 13. Tangible Assets Buildings Technical Works Land 31 December 2010 - - 236,695 74,866 8,202 - Additions - - Depreciations - (3,331) Disposals - - Transfers from contracts in progress 4,063 472 Transfers 1,910 - - - 31 December 2011 250,870 72,007 31 December 2011 250,870 72,007 Undertaking of tangible assets by activity transfer from DESMIE (now LAGIE) from 1 September 2011 - 642 Additions - - Depreciations - (3,336) Undertaking of tangible assets by transmission spin-off Additional undertaking of tangible assets by transmission spin-off during the transition Other movements 54 Disposals Impairments (6) (34,782) (4,075) 1,011 7,478 Transfers to contractor cost - - Other movements - - 31 December 2012 217,099 72,710 31 December 2011 250,870 86,341 - (14,334) 250,870 72,007 217,099 90,380 - (17,670) 217,099 72,710 Transfers from contracts in progress Acquisition cost Accumulated depreciation Unamortized balance 31 December 2012 Acquisition value Accumulated depreciation Unamortized balance 13. Tangible Assets [CONTINUED] Machinery and equipment Transportation Assets Furniture and equipment Construction in Progress Total - - - - - 1,147,813 5,412 10,776 186,662 1,662,224 (8,832) 19 84 - (527) - - - 79,355 79,355 (54,239) (596) (2,019) - (60,185) (166) (13) (39) - (218) 3,391 504 1,507 (9,979) (42) 647 - - (2,557) - - - - (2,297) (2,297) 1,088,614 5,326 10,309 251,184 1,678,310 1,088,614 5,326 10,309 251,184 1,678,310 - - 254 4,105 5,001 - - - 83,675 83,675 (53,674) (580) (1,967) - (59,557) - - (7) - (13) (79,594) (157) (142) 65,152 14 522 (74,931) (754) - - - (37,113) (37,113) (494) - 494 (6,225) (6,225) 1,020,004 4,603 9,463 220,695 1,544,573 1,201,044 6,605 21,739 251,184 1,817,783 (112,430) (1,279) (11,430) - (139,473) 1,088,614 5,326 10,309 251,184 1,678,310 1,186,108 6,462 22,860 220,695 1,743,604 (166,104) (1,859) (13,397) - (199,030) 1,020,004 4,603 9,463 220,695 1,544,573 (118,750) 55 13. Tangible Assets [CONTINUED] Ownership Status of Property: The company is in the process of detailed recording of its real estate and creating a real estate registry in order to register all of its real estate in the competent land registries in order to take ownership titles and encumbrance certificates. When this procedure is completed, the company shall have strong ownership titles with the full implementation and operation of the National Cadastre (see Note 30). Insurance Coverage: The company’s tangible assets are dispersed all over the country and, therefore, the risk of severe loss is reduced. IPTO SA (as all the companies of the PPC Group) does not have an insurance coverage on its tangible assets. Encumbrances on tangible assets: There are no encumbrances on the company’s tangible assets. Revaluation of tangible fixed assets: On 31 December 2009, PPC proceeded with the revaluation of its operating tangible fixed assets, as they were on that date and including the fixed assets transferred to the company via the application of article 98, L.4001/2011 (note 4). The revaluation was carried out by an independent firm of appraisers according to IAS 16. The contracts in progress were not appraised. The results of the above revaluation were recorded in the books of PPC on 31 December 2009 (and were therefore transferred in re-adjusted values via the spin-off and transfer of the transmission sector). The previous revaluation was carried out on 31 December 2004. The method and significant admissions applied by the independent firm of appraisals were the following: (a) T he company is considered to be the full owner of the total appraised real estate while property, for which the company disclosed to the independent firm of appraisals or it was found out during the appraisals’ inspections that there are encumbrances, was not a scope of appraisal. 56 (b) The appraisals presumed that for the total real estate, the company has ownership titles, licenses for building facilities and other similar approvals, as required by the Greek legislation. (c) The majority of real estate appraised was taken as used by the company itself and that the same use is expected during the rest of their useful life. (d) For the determination of the Fair Value of the land, buildings and the other equipment, the Market Approach by professional appraisals was applied (documentation based on the market’s conditions). In special-use buildings, machines and technical projects, the determination of the fair value was based on the Cost Approach, and, in particular, the undepreciated replacement cost, in the framework of which the necessary revaluation was carried out so as to reflect their physical, operational and economic depreciation. (e) The economic depreciation was determined by the appraisal applying the method of proceeds with the help of the analysis of cash flow discounting. The economic depreciation was respectively distributed to the tangible fixed assets appraised based on the Cost approach, as stipulated in the International Appraisal Standards. (f) Possible additional charges for gas emissions which may arise after the 2008-2012 period were considered that they will be fully rolled over and recovered via regulated tariffs. The total revaluation surplus arising from all appraisals carried out by PPC in the past related to the tangible assets assumed by the company in the framework of the transmission sector spin-off and transfer from PPC to IPTO SA comes up at €737,300 (net from deferred taxes amounting to €184,325) and was acknowledged in the rest total income of the company. Furthermore, in the spin-off transitional period (period between 1 January 2011 to 30 November 2011), more fixed assets were assumed whose revaluation surplus comes up at €5,411 (net from deferred taxes amounting to €1,352) which was also acknowledged in the remaining total income of the company. Regulated Annual Transmission Consideration for 2011 and 2012 On 31 December 2010, the Annual Cost budget and the Unit Use Charge of the Transmission System were approved with corresponding Ministerial Decisions. RAE, with its relevant opinions to the Ministry of Environment, Energy and Climate Change, deemed advisable not to include in the unit charge for 2012 the surplus arising from the revaluation of the operating fixed assets of the Transmission activity, carried out by an independent appraisals’ company on 31 December 2009 based on the International Appraisal Standards and IFRS. The rationale of the opinion mentions that the above was deemed advisable for reasons of consumer’s protection from significant and non-linear changes in the charges related to electricity supply activities. The surplus recognized on 31 December 2009 came up at 340.5 million Euros. The above position is different from the to date practice of RAE, which for the calculation of the Annual Transmission Consideration of the Transmission System took into account the results of the revaluation of the fixed assets both for 2000 as well as for 2004. Following the above, the Company proceeded with a recoverability audit, according to IAS 36, of the undepreciated value of the fixed assets of the Transmission activity on 31 December 2012, due to the decrease in the proceeds as a result of not including the revaluation surplus in the unit charge. The recoverable amount of the fixed assets of the Transmission activity (then a cash generating unit of PPC) was determined based on the Value in Use method. The Value in Use was calculated using estimations of future cash flows of the transmission activity which were projected for a period of five years in the beginning and then perpetually. For the determination the following were used: » Budgetary operating profit margins and EBITDA based on the historical data of the last years adjusted to also take into account the expected profitability changes » Time preference rates based on the data of the transmission activity in order to determine the value of its future cash flows The key admissions used are consistent with independent outside sources of information. The results of the impairment test on 31 December 2012 showed that the impairment loss for the fixed assets of the transmission activity amounted to 118,750 Euros, offsetting the surplus from previous revaluations while the net value of 95,000 Euros directly burdened the other total income of the Company decreasing the revaluation reserve of fixed assets created in previous fiscal years. In the framework of its competences regarding the approval of the Annual Cost of the Transmission activities and the framework of re-examining the calculation methodology of the Annual Rent for the Networks, in 2011, RAE though it was necessary to further analyze the parameters comprising the Annual Cost of the Transmission System. For this reason, it proceeded with a further assessment study of the above appraisal of the value of PPC tangible fixed assets by an independent fir of appraisals based on the International Appraisal Standards and the IFRS, with 31 December 2009 as the reporting date. Furthermore, it deemed necessary to proceed with a further stud yof the calculation of fair return, as a parameter of calculating the allowable revenue of regulated networks. RAE with its decision, No 1016/20.12.2011, deemed advisable to retain the system use charges at the level of charges approved with the relevant ministerial decisions for 2011 (GG B 2094/31.12.2010 & GG Β 45/24.01.2011). 57 14. Intangible Assets The value of the software is analyzed as follows: 31 December 2010 Acquisition value - Accumulated depreciations - NET VALUE - 31 December 2011 Acquisition value 1,211 Accumulated depreciations (1,099) NET VALUE 112 31 December 2012 58 Acquisition value 6,431 Accumulated depreciations (5,769) 662 NET VALUE The net value of intangible assets assumed in the framework of the transfer of DESMIE SA sector to IPTO SA comes up at €635, while, within the fiscal year ended 31 December 2012, the additions amounted to €753, and the depreciations to €788. 15. Transactions and balances with related parties The balances (receivables and liabilities) with related parties on 31 December 2012 and 2011 are as follows: 31 December 2012 Receivables PPC SA DEDDIE SA PPC Renewables SA 31 December 2011 (Liabilities) 787,475 (261,207) 9,926 (2,981) (5) 797,396 Receivables (Liabilities) - (198) (20) 175 (20) (264,208) 175 (218) The transactions (invoiced to and invoiced from) with related parties for the fiscal year ended 31 December 2012 and 2011 are as follows: 2012 Revenues PPC SA DEDDIE SA 2011 Expenses Revenues 1,828,153 (577,911) 12,323 (12,341) 26 1,840,502 PPC Renewables SA Expenses - - - - - 590,252 - - The Company, in the framework of the usual business activities, carries out transactions with related parties. These transactions are performed under the conditions and terms of the market. Management fees The fees of the Management bodies for the fiscal year ended at 31 December 2012 came up to €192 (2011: €123). This amount includes employers’ contributions but it does not include electricity supply based on PPC personnel tariff. Furthermore, the members of the company’s board of directors received the amount of €64 (2011: 0) as a fee for the period ended 31 December 2012, while the members of the supervisory board set up in 2012 received the amount of €4. 16. Inventory 31/12/2012 Materials, spare parts and consumables 65,991 67,535 96 1,661 (17,228) (16,371) 48,859 52,825 Advance payments for the purchase of reserves Provision for value impairment of materials and spare parts TOTAL 31/12/2011 The movement of the provision for the impairment of materials and spare parts is as follows: 2012 2011 Balance as at beginning Assuming provision from spin-off Additional provision Provision released BALANCE AS AT END No encumbrances exist on the company’s reserves. 16,371 16,449 857 - - (78) 17,228 16,371 59 17. Trade Receivables 31/12/2012 Receivables from energy customers 531,737 58,746 Receivables from personnel transfer - 722 Receivables from PPC contracting work 46,462 - Energy revenues, payable 16,781 - - 34,922 275 - 595,255 94,390 61,498 - Minus provision for value impairment of receivables (44,341) - TOTAL 612,412 94,390 Interconnection revenues, receivable Advance Payment Total receivables from customers without delay and without value impairment Total receivables from customers in delay with value impairment 60 31/12/2011 The movement of the provision for value impairment of receivables is as follows: 31/12/2012 Balance as at beginning 31/12/2011 - - 377 - Additional provision (note 8) 43,964 - BALANCE AS AT END 44,341 - Provision by the spin-off and transfer of transmission sector from DESMIE The receivables from customers in delay with value impairment mainly include receivables from the customers: Energa Power Trading SA., Kentor, Electricity Retail Sale SA, Hellas Power SA and Vivid Power, amounting to about 58 million Euros. These receivables derived from the spin-off and transfer of the operation sector of the transmission system from DESMIE (now LAGIE). In this fiscal year, the company’s management proceeded with legal actions for the above debts and after assessing the possibilities of having a positive outcome for these cases, entered a provision for impairment of abut 42 million Euros. The increase of receivables from energy customers is mainly due to the assumption of the settlement activity of energy services from the transmission sector as of 1 February 2012 which are not shown on 31 December 2011 in the books of IPTO. 18. Other Receivables 31/12/2012 Receivables from the Greek State 31/12/2011 484 - - 8,679 Optical fibre rent 9,383 7,013 Net receivable from PPC for the settlement of transmission sector spin-off 7,691 13,216 514 2,884 - 414 Advance payment of income tax Receivables from employees Advance payments Contracting work receivables, receivable Others Total before provisions 11,620 8,824 4,539 38,516 36,745 (932) (932) 37,584 35,813 Minus provision for doubtful debts TOTAL 61 The movement in the provision of the value impairment of the other receivables is as follows: 2012 Balance as at beginning 2011 932 - Additional provision - 932 Provision released - - 932 932 BALANCE AS AT END 19. Cash and Cash Equivalents 31/12/2012 Cash in hand 31/12/2011 5 4 Sight deposits 932 605 Time deposits 29,500 21,000 TOTAL 30,437 21,609 Interest earned on cash at banks and time deposits amount to €2,147 (2011: €20) and are included in the financial income in the accompanying statement of income (note 10). All cash and cash equivalent are expressed in Euros. 20. Share Capital On 31 December 2009 and 2010, the company’s share capital amounted to €4,441 comprising 4,440,928 registered shares of nominal value €1.00 each and as fully paid. With the decision of the extraordinary general assembly of the company’s shareholders on 7 November 2011, the share capital increased by €31,924 deriving from the capitalization of the book value of the transferred (to the company) sector of the General Directorate of Transmission of the Parent Company (PPC) on 1 January 2011 with the issuance of 31,924,671 registered shares of nominal value of €1.00 each. Following the above, on 31 December 2011, the company’s share capital came up to €36,366 comprising 36,365,599 registered shares of nominal value of €1.00 each and was fully paid. With the decision of the extraordinary general assembly of the company’s shareholders on 13 January 2012, the share capital in-creased by €2,078, deriving from the capitalization of the book value of the transferred (to the company) sector of the Transmission System Operation of DESMIE SA on 31 August 2011 with the issuance of 2,078,594 registered shares of nominal value of €1.00 each (note 4). Following the above, the company’s share capital on 31 December 2012 amounts to €38,444 comprising 38,444,193 registered shares of nominal value of €1.00 each. 21. Legal Reserve Under Greek corporate legislation, companies are required to transfer a 5% of their annual net profit to a legal reserve until such reserve equals one third of the paid-in share capital. This reserve cannot be distributed through the life of the company. In 2012, the company had a legal reserve of €1,275 (2011: 5,878) and the total of legal reserve, therefore, came up to €11,205 (2011: €9,930) on 31 December 2012. 62 22. Dividends Under Greek corporate law, companies are required each year to distribute dividends of at least 35% of after-tax profit, after allowing for the legal reserve. However, with the consent of at least 70% of the Company’s shareholders, a company may not distribute dividends. Furthermore, the Greek corporate law requires certain conditions to be met before dividends can be distributed. Specifically, no dividends can be distributed (a) as long as a company’s equity, as reflected in the balance sheet after such distribution will be less than the equity plus non-distributable reserves; and (b) as long as the unamortized balance of pre-operating expenses is higher than the aggregate of distributable reserves plus retained earnings. The Company’s Board of Directors approved the financial statements of the fiscal year of 2011, on 28 March 2012, and proposed to the Supervisory Board and the Shareholders’ General Meeting the non-distribution of dividends given the uncertainty arising from the non-integration yet of the financial figures contributed by LAGIE SA along with the general uncertainty of the financial environment. The Supervisory Board decided on 9 May 2012 the distribution of the by law minimum dividend for the fiscal year of 2011. Therefore, the Board of Directors revised the annual financial statements and included the above decision of the Supervisory Board for distribution of by law minimum dividend, namely the amount of €39,089. The revised annual financial statements were approved by the Company’s Board of Directors on 24 May 2012 and by the Shareholders’ General Meeting on 25 June 2012. The dividend was paid during the fiscal year. 23. Interest Bearing Loans and Borrowings 31/12/2012 31/12/2011 Bank loans 190,344 169,451 Bonds payable 297,500 347,500 (1,514) (2,040) 486,330 514,911 79,107 29,107 132,500 65,000 (1,171) (788) Total 210,436 93,319 Long-term portion 275,894 421,592 Unamortized portion of loan origination fees Total Less current portion: Bank loans Bonds payable Unamortized portion of loan origination fees The total interest expense on total debt for the period ended 31 December 2012 and 2011 is included in the financial expenses in the statements of income (Note 9). The total debt is expressed in Euros. Further analysis of the long-term debt of the company per type of interest rate is shown below: 31/12/2012 31/12/2011 Bank loans and bonds Floating rates 347,500 347,500 39,583 50,000 100,761 119,451 487,844 516,951 European Investment Bank Fixed rates Floating rates TOTAL PPC, the Parent Company, was committed by virtue of the decision of its Board of Directors to provide unconditional guarantees for the majority of the above bank loans, while the loans granted by the European Investment Bank are guaranteed by the Hellenic Republic. Certain loans and bonds agreements include certain non financial terms the non compliance of which may lead to an event of default, most important of which are PPC, the Parent Company, should not cease to be a corporation controlled as to at least 51% by the Greek State, the company’s shareholders composition must not change, company’s credit rating must not be downgrated. Also, certain loans and bonds include the compliance of financial terms by the guarantor. The annual principal payments required to be made subsequent to December 31, 2012 are as follows: 63 2012 2011 2013 199,107 94,107 2014 129,107 149,107 2015 – 2017 137,130 235,237 22,500 38,500 487,844 516,951 After 2017 TOTAL Within 2012, the company replaced two bond loans whose maturity date was in August 2012 and August 2015 and amounted to €15 million and €35 million respectively with an overdraft facility of equal amount with floating interest rate. The overdraft facility is valid until March 2013 and may be renewed. At December 31, 2012, the available short term financing line amounted to Euro 50 million which was disbursed in full. Furthermore, in 2012, the company refinanced loans of €100 million with long-term loans of equal amounts with floating interest rate which mature 2013-2014. All the above loans are guaranteed by PPC, the parent company. The loan repayments for the period ended 31 December 2012 amounted to €29,107. 24. Post Retirement Benefits 64 Employees and pensioners in all companies of the PPC Group are entitled to supply of energy at reduced tariffs. Such reduced tariffs to pensioners are considered to be retirement obligations and are calculated at the present value of the future retirement benefits deemed to have accrued at end-year based on the employees’ earning retirement benefit rights steadily through out the working period. The relevant retirement obligations are calculated on the basis of financial and actuarial admissions. Net costs for the period are included in the payroll cost in the statements of income and concern the present value of the benefits earned in the year reduced by the amount of the benefits offered to the pensioners. The retirement benefit obligations are not funded. Non recognized profits or losses exceeding 10% of the projected benefit obligation at the beginning of each period are recognized based on the remaining time of work of the employees and is included as a component of the net cost of the benefits. The retirement benefit obligation is not funded. The results of the actuarial study for the year ended 31 December 2012 are as follows: 2012 2011 ANALYSIS OF NET LIABILITY IN BALANCE SHEET Present value of unfunded obligations 27,028 26,023 (13,353) (13,102) 13,675 12,921 237 185 1,249 855 797 238 2,283 1,278 Net liability at the beginning of the year 12,921 13,056 Benefits utilized (1,529) (1,413) 2,283 1,278 13,675 12,921 26,023 18,270 237 185 Financial cost 1,249 855 Actuarial (profits) / losses 1,048 8,126 Benefits utilized (1,529) (1,413) Liability, at the end of the year 27,028 26,023 Discount rate 3.8% 4.8% Average future working life 13.4 14.22 11.9% 10.3% 2.2% 7.6% 0% 0% Unrecognised net loss Net liability in Balance Sheet COMPONENTS OF NET SERVICE COST Current service cost Financial cost Amortization of unrecognised loss MOVEMENTS DURING THE YEAR IN NET LIABILITY IN BALANCE SHEET Total expense recognised Net liability at the end of the year CHANGE IN BENEFIT OBLIGATION Liability at the beginning of the year Current service cost Weighted average assumptions Rate of tariff increase per annum 2012 2013 – 2016 2017+ 65 25. Provisions 2012 Balance at the beginning of the year 17,385 - - 22,874 3,680 684 - (6,173) 21,065 17,385 Undertaking of provision from spin-off Additional provision Provision released BALANCE AT THE END OF THE YEAR 2011 The company is a defendant in a number of cases related to its activities. On 31 December 2012, the total amount claimed by third parties came up to €80,598 (2011: €70,318), as analyzed below: 1. Claims by Contractors / Suppliers and other Claims: A number of third parties and suppliers / contractors have raised claims which are either pending in courts or in the middle of arbitration or / and amicable procedures. The total amount amounts to €41,694 (2011: €42,388). In most of the cases, the company has counterclaims which are not reflected in its accounting books up to their collection. 2. Cases of Fires and Floods: A number of natural persons have raised claims related to damages which, as they argue, were caused by fires and floods at the company’s liability. The total amount comes up at €31,713 (2011: €26,158). 66 3. Claims by Employees: Employees of the company have raised claims of €7,191 (2011: €1,822) for benefits and allowances which should have been paid according to them. A provision has been made for all above amounts coming up to €21,065 (2011: €17,385) on 31 December 2012. 26. Consumers’ Contributions and Subsidies Consumers’ contributions Balance at 31 December 2010 Subsidies Total - - - 17,762 123,125 140,887 - - - (593) (4,271) (4,864) 17,169 118,854 136,023 - 3,573 3,573 Transfer to revenues (note 7) (1,503) (4,297) (5,800) Balance at 31 December 2012 15,666 118,130 133,796 Undertaking of consumers’ contributions and subsidies from spin-off Subsidies and contributions received Transfer to revenues Balance at 31 December 2011 Undertaking of consumers’ contributions and subsidies from DESMIE 27. Trade and Other Payables 2012 Energy suppliers 2011 460,769 - Other suppliers and contractors 25,883 32,214 Advance payments of customers 5,608 1,797 12,126 4,832 Social security fund contributions, payable 3,301 2,677 Other creditors 3,997 7,458 511,684 48,978 Other payable taxes TOTAL The increase of liabilities to energy suppliers is mainly due to the assumption of settlement activity of energy services from then transmission sector on 1 February 2012, which are not reflected in IPTO’s books on 31 December 2011. 28. Accrued and Other Current Liabilities 67 2012 Accrued interest on interest bearing loans and borrowings 2011 2,774 4,309 Deferred interconnection rights 43,258 - Deferred non-compliance charges 19,037 - Other revenues of future periods 11,258 - Payable expenses, energy settlement 49,585 - - 2,909 6,235 5,771 132,147 12,989 Other payable expenses Personnel day off and overtime TOTAL The increase in the accrued and other liabilities is mainly due to the assumption of the energy service settlement activity from the transmission sector on 1 February 2012 which are not reflected in IPTO’s books on 31 December 2011. 29. Contracting Cost The company proceeded in the fiscal year with the recognition of the total income based on IFRS 11 for the construction of projects of third parties with a total value of €39,053 (see Note 5). The total contracting cost at the end of the fiscal year, 31 December 2012, amounts to €37,113. In 2011, the company had not concluded the necessary contracts for the recognition of the necessary income and cost based on IFRS 11. 30. Commitments and Contingencies Ownership of property Major matters related to the ownership of property of IPTO SA are the following: 1. The Public Power Corporation SA is the legal successor of all assets of the previous legal entity of PPC and, respectively, IPTO SA is the legal successor in interest of all assets of PPC transmission activity after assuming it via the spin-off and transfer carried out based on article 98, L.4001/2011. Its assets, in their bigger part, are free of encumbrances. Although all assets have been legally acquired, the titles on land, plots and buildings are not legally valid and may not be in force towards third parties until the property is registered in the relevant land registry in the name of PPC and, respectively, of IPTO SA. PPC and IPTO SA are in the process of conveyance of their property without charge in the relevant land registry, applying a simplified conveyance process. This process has not been completed yet. 2. In a number of cases, expropriated land, as presented in the expropriation statements, differs (in quantitative terms) with what PPC considers as its property. 68 Environmental obligations Key parameters that may influence the final level of environmental investment which will be required to be made in the next decade include the following: 1. The environmental permits related to the national Transmission network, for which the Environmental Impact Study has been submitted to the Ministry of Environment, Energy and Climate Change, are expected to be issued. 2. During the operation of the Transmission Lines, Substations and High Voltage Centers, there is no electromagnetic radiation but two seperate fields, the electric and the magnetic one. At places where the public or the Company’s personnel might find themselves close to the above lines and substations, the values of those fields are substantially less than the limits. Those limits were established by the International Commission on Non Ionizing Radiation Protection (ICNIRP) in collaboration with the World Health Organization (WHO). The above limits have also been transposed in a European Union directive and the Greek legislation. It must be noted, though, that the limits stated in the above regulations for electric and magnetic fields do not constitute dangerous values but include large safety factors in order to cover some vagueness due to the limited knowledge about both fields and fulfill the requirement for the prevention of any adverse impacts. Construction of underwater line “Polypotamos – Nea Makri”*1 By this project, the transfer of wind power of a total capacity of approximately 400MW from South Evia to Attica, while at the same time the power supply of East Attica is strengthened. The project is being constructed using submarine cables of150kV, 200 MVA, environmental friendly, buried at approximately one meter under the sea floor. The contract with the contractor was signed on 14 May 2010 with a construction deadline at the end of June 2013. The project has a budget amounting to about €74 million and the laying works of the cable started in March 2013. Cyclades interconnection*2 By this project, the possibility of interconnection of the islands of Syros, Paros, Naxos and Mykonos to the mainland high voltage interconnected system is given. The islands will be supplied from two points, Lavrio and South Evia through Andros, in order to ensure a reliable and sufficient supply. The project’s declaration was put in public consultation in March 2010 and the project declaration was published in June 2011 with a submission deadline of bids up to mid-October 2011, which was further extended for January 2012. The tender was declared unsuccessful. The project has been redesigned with implementation in two phases and an initial budget of about €250 million. The project is expected to be put in public consultation by the end of March 2013. Construction of High Voltage Center of Aliveri and interconnection transmission line of 400 kV The project is related to the interconnection of the new unit of the High Voltage Center of Aliveri and its budget amounts to €120 million. The construction works were completed in mid-June 2012, while as far as the interconnection transmission line of 400 kV double circuit of Aliveri with the System is concerned, the overhead parts have been completed and one of the two subterranean cables. The second subterranean cable will be completed by May 2013. *1. The laying works of the cable have been completed and the project will be ready for electricity supply before the end of 2013. *2. The public consultation has been concluded and the project is expected to be promptly declared. 31. Financial Risk Management Policies The financial risk management is focused on the unpredictability of the financial and non-financial markets and seeks to minimize adverse effects in the company’s financial position. The company identifies, evaluates and if necessary hedges risk related to its operating activities, while it auctions and revises the relevant policies and procedures in connection with financial risk management on a periodical basis. Also no transactions of a speculative nature are undertaken by the company. Credit Risk For the trade receivables, the company is exposed to credit risk. In this fiscal year, the Company has assumed the operation of the Transmission System from LAGIE, and the credit risk has significantly been mitigated given that for such activities the company operates as intermediary (collection from participants in order to make payments to participants). The company, therefore, in order to decrease the credit risk it applies policies of paying debts after collecting the respective receivables. Finally, the company applies in whole the provisions of energy legislation for guarantees by the participants. Fair Value The amounts shown in the attached balance sheets for cash and cash equivalents, short-term receivables and liabilities approach the respecting fair values due to their short-term expiry. The book values of the long-term borrowing approach their fair value as these loans are in local currency and interest-bearing with floating rates. Liquidity risk The liquidity risk is connected with the need to ensure adequate cash flow for the company’s operation and development. The company manages the liquidity risk by monitoring and programming its cash flows and properly acting so as to ensure sufficient credit lines, and cash deposits while aiming at the extension of the average maturity of its debt and the diversification of its funding sources. 69 The maturities of the main financial liabilities (loan liabilities) not including interest payment are as follows: 31 December 2011 ON DEMAND 3 months 3 to 12 months 1 to 5 years >5 years TOTAL Overdraft facilities - - - - - - Interest bearing loans and borrowings - 50 44.1 400.3 22.5 516.9 Total - 50 44.1 400.3 22.5 516.9 31 December 2012 ON DEMAND 3 months 3 to 12 months 1 to 5 years >5 years TOTAL Overdraft facilities - 50 - - - 50 Interest bearing loans and borrowings - 50 99.1 288.7 - 437.8 Total - 100 99.1 288.7 - 487.8 70 Interest rate risk The company’s principal loan liabilities comprise long-term bank loans. The company does not currently have a hedging policy of interest rate risks. The main risk arising from managing the loan liabilities is focused on financial results and cash flows, as a consequence of the fluctuation of interest rates. The following table demonstrates the sensitivity analysis to a reasonably possible change in interest rates with all other variables held constant of the profits before taxes through the impact on the floating rate borrowings: Increase / Decrease in basis points (%) Effect on profits before taxes 2012 Εuro Εuro +15 -15 (675) 672 2011 Εuro Εuro +15 -15 (700) 700 Foreign currency risk There is a minimum risk from foreign currency changes for the company and is mainly associated with possible material or equipment supply contracts paid in foreign currency. Evolution of net debt ratio The company aims at maintaining the net debt ratio at the best possible level compared to the Group it belongs and similar companies at a European level. The net debt / equity ratio is currently as follows: Long-term debt Current portion of debt Short-term borrowings Minus: cash and cash equivalents Net debt Equity Net debt to equity ratio 2012 275,894 160,436 50,000 (30,437) 455,893 935,929 49% 2011 421,592 93,319 2012 2011 (21,609) 493,302 1,042,434 47% 32. Operating Lease Arrangements Minimum lease payments under operating leases recognized at the financial results 1,685 2,101 The company’s outstanding commitments for future minimum lease payments under non-cancellable operating leases on 31 December 2012 are approximately the current year’s lease expenses which are expected not to significantly change during the next years. Operating lease payments represent mainly rentals payable by the company for office premises, machinery, vehicles, furniture, equipment etc. 33. Subsequent Events There are no subsequent events apart from the ones already disclosed in the above notes which require disclosure or adjustment of the attached financial statements. 71 INDEPENDENT POWER TRANSMISSION OPERATOR S.A. Corporate Seat:89 Dyrrachiou Str. GR 104 43 Athens Tel: +30 210 5192101 Fax: +30 210 5192324 e-mail: [email protected] u.r.l.: www.admie.gr Material Supervision:Strategy & Regulatory Issues Department IPTO S.A. Financial &Accounting Services Department IPTO S.A. Publication Supervision:Strategy & Regulatory Issues Department IPTO S.A. Design & Art Supervision: BAK advertising Copies of the Report are available at : Strategy & Regulatory Issues Department Section of Corporate Communications & Social Responsibility 89 Dyrrachiou Str. - GR 104 43 Athens Tel: +30 210 5192544 e-mail: [email protected] INDIPENDENT POWER TRASMITION OPERATOR STRATEGY & REGULATORY ISSUES DEPARTMENT 89 Dyrrachiou Str., • 104 43 Athens, Greece Τηλ.: +30 210 5192101, Fax: +30 210 5192324 www.admie.gr