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Avax S.A.

Interim / Quarterly Report Oct 2, 2019

2741_ir_2019-10-02_7a5ed8c4-b2da-4ccd-89e6-0aee17ffe72a.pdf

Interim / Quarterly Report

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AVAX S.A.

Interim Condensed Financial Reporting

for the period January 1st to June 30th , 2019

(pursuant to Article 5 of Law 3556/2007)

AVAX S.A.

Company's Number in the General Electronic Commercial Registry :913601000 (former Company's Number in the Register of Societes Anonymes: 14303/06/B/86/26)

16 Amaroussiou‐Halandriou str.,

151‐25, Marousi, Greece

A)
Statements of the Board of Director's Members
3
B)
Interim Report of the Board of Director's
4
C)
Independent Auditor's Report on Review
20
D) Interim Condensed Financial Statements for the period 1 January to 30 June 2019 22
d.1 – Interim Statement of Financial Position 23
d.2 – Interim Income Statement 24
d.3 – Interim Statement of Comprehensive Income 25
d.4 – Interim Cash Flow Statement 26
d.5 – Interim Statement of Changes in Equity 27
E) Notes and Accounting Policies 28

The Interim Condensed Financial Statements presented through pages 1 to 71 both for the Group and the Parent Company, have been approved by the Board of Directors on 27th of September, 2019.

Chairman & Executive Director

Deputy Chairman & Executive Director

Managing Director Group CFO Chief Accountant

CHRISTOS JOANNOU KONSTANTINOS KOUVARAS

KONSTANTINOS MITZALIS I.D.No. 889746 I.D.No. ΑI 597426 I.D.No. AN033558 I.D.No. 550801 I.D.No. AI 109515

ATHENA ELIADES

GEORGE GIANNOPOULOS

STATEMENT OF MEMBERS OF THE BOARD OF DIRECTORS

(in accordance with article 5, paragraph 2 of Law 3556/2007)

In our capacity as executive members of the Board of Directors of AVAX SA (the «Company»), and according to the best of our knowledge, we,

    1. Joannou Christos, Chairman & Executive Director
    1. Kouvaras Constantinos, Deputy Chairman and Executive Director
    1. Mitzalis Constantinos, Managing Director,

declare the following:

  • the financial statements for the period from 01.01.2019 to 30.06.2019, prepared under the International Financial Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the Company, as well as the businesses included in the consolidation of the Group,
  • the semi‐annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and the stance of the Company, as well as the businesses included in the consolidation of the Group, including an overview of the main risks and uncertainties they face, along with all other information required by article 5, paragraph 6 of Law 3556/2007.

Marousi, September 27, 2019

CHAIRMAN & EXECUTIVE DIRECTOR

DEPUTY CHAIRMAN & EXECUTIVE DIRECTOR

MANAGING DIRECTOR

JOANNOU CHRISTOS KOUVARAS CONSTANTINOS MITZALIS CONSTANTINOS ID: 889746 ID: ΑI 597426 ID: AN 033558

REPORT OF THE BOARD OF DIRECTORS

FOR THE PERIOD FROM 01.01.2019 TO 30.06.2019

(in accordance with article 5, paragraph 6 of Law 3556/2007 and Decision #8/754/14.04.2016 of Greece's Capital Markets Commission)

Dear Shareholders,

this Interim Report of the Board of Directors has been prepared in accordance with corporate and capital markets legislation and the decisions of the Capital Markets Commission to depict for the 01.01‐30.06.2019 period:

  • the true development and performance of Group AVAX
  • the main risks and uncertainties to be dealt with,
  • basic financial and non‐financial information,
  • projections for the expected course & evolution of the Group's business segments, and
  • information on transactions with related parties.

The Interim Report of the Board of Directors performs a complementary role to the financial statements included in the Interim Financial Report for the 01.01‐30.06.2019 period.

Main Business Segment Activity

Construction

In the first half of 2019, the Group's construction segment recorded an increase relative to the respective period of 2018, with the improvement in international markets outweighing the retreat of Group activity in the local construction market. Increased activity in international markets came on the back of two reasons: a) the gradual increase of Company participation in joint ventures where our project partner J&P (Overseas) Ltd was not able to carry out the works, and b) the addition of revenues due to a series of company acquisitions, mostly in Qatar and Libya (see section "Important Events during the First Half of 2019 & their Impact on Financial Results"). As a result, the participation of the international construction segment in the Group's total revenue mix grew to 57.4% in the first half of 2019, versus 35.3% in the respective period of 2018. Other major infrastructure projects, both in Greece and in international markets,, such as the extension of the Athens metro and the expansion of the Limassol Marina, proceed according to plans.

Energy (Power Stations & LNG)

The main energy‐related projects which the Group is working on are the design & build of a 1,500MW power plant in Iraq, the upgrading of marine infrastructure at the petrochemicals terminal in Umm Qasr, of Iraq, and the design & build of an exhaust gas desulphurization system for the 375MWe lignite‐fired unit V of the Agios Dimitrios power plant in Kozani, northern Greece.

RES Projects and Energy Trading

Regarding energy production from renewable sources, Volterra has a portfolio of 11 projects totaling around 338MW at various stages of maturity (in operation, about to start construction or under construction, ready for participating in competitive procedures, under development). All projects are developed in‐house from scratch (on a "green field" basis) using external consultants, and mostly pertain to wind farms.

During the first half of 2019, the Company struck a deal with the PPC Group to jointly develop and operate wind parks in western and central Greece totaling 69.7MW, through the sale to PPC of a 45% stake in the SPVs controlling those projects. The agreement was eventually concluded in July 2019. Following the full licensing (installation, connection, trading) of the 54MW wind park in central Greece, Volterra closed the financing side of the deal and started construction in the 3rd quarter of 2019 in line with the set time schedule. The park is expected to enter its test phase in the last quarter of 2020.

Volterra successfully participated in the competitive pricing tender procedure which took place in July 2019 by the domestic power authority, securing the feed‐in tariffs for a 12MW wind park and a 2.7MW solar park.

Concessions

With minor exceptions, Group accounts do not fully consolidate its participations in concession projects, therefore only incorporating low income from those participations. Consolidated first half 2019 results include income from associates corresponding to Group share in the profit of concession participations, such as the Athens Ring Road, the Rio‐Antirrio Bridge, the Aegean Motorway etc. Despite normal fluctuations in the income and dividends of those concessions in line with the country's economic conditions, the course of those concessions is in line with long‐term projections due to their key position in local transportation and vehicle traffic. Therefore no problems are expected in receiving dividends from those concessions. The Limassol Marina concession boasts superior prospects.

Group Financial Results for the First Half of 2019

Consolidated group turnover grew 5.4% to €315.1 million in the first half of 2019 versus €298.9 million in the year‐earlier period, due to an increase in revenues from international markets which outweighed reduced activity in the local market. It should be noted that new acquisitions outside Greece contributed aggregate revenue of €17 million in the first six months of 2019 because they were consolidated for a short time period into AVAX Group.

Gross profit for the Group in the first half of 2019 improved to €25.4 million versus €19.0 million in the year‐earlier period, with the gross profit margin widening to 8.1% in 2019 relative to 6.3% in 2018.

The Group's general administrative expenses registered a small decline to €13.5 million in the first half of 2019 from €13.8 million in the comparative period, reflecting the broader effort to curb and rationalise expenses.

Selling expenses increased to €4.2 million versus €3.3 million due to a substantial increase in participation to project tenders in Greece and in international markets, as well as due to the launch of new companies.

Income from associates improved to €16.0 million in the first half of 2019, up from €12.4 million in the respective period of 2018, in line with the broader recovery in the economy and traffic in concession‐operated motorways.

On the back of all these changes, the consolidated result at an operating level in the first half of 2019 reached €28.1 million as opposed to €16.2 million in the year‐ago period.

On a consolidated pre‐tax basis, the Group turned in a €15.2 million profit in the first six months of 2019 versus a €4.7 million profit in the year‐earlier period, with the pre‐tax profit margin widening from 1.6% in the first half of 2018 to 4.8% in the respective period of 2019.

Group earnings before tax, interest expenses, depreciation and amortisation (EBITDA) improved in the first half of 2019 compared to the respective period in 2018, reaching €36.4 million versus €21.7 million, as a result of the afore‐mentioned increased return at gross profit level.

The total net interest expense for the group increased slightly to €12.8 million in the first six months of 2019 relative to €11.6 million in the respective period of 2018, in line with the course of total net borrowing.

Consolidated net debt increased €64.9 million during the first six months of 2019, reaching €594.6 million on 30.06.2019 versus €529.7 million at the end of 2018, mainly due to the full consolidation of AVAX Middle East Ltd, the 30.06.2019 balance sheet of which included total loans amounting to €93.1 million and cash amounting to €35.0 million. More specifically, the Group's short‐term debt rose €28.0 million in the first half of 2019 reaching €147.7 million, while long‐ term liabilities from bond loans and leasing increased €86.0in the first half of 2019, amounting to €561.6 million as of 30.06.2019. At the same time, Group cash increased to €114.7 million on 30.06.2019 from €65.7 million at end‐2008. Those balance sheet items were affected by the consolidation of AVAX Middle East Ltd which includes loans amounting to €82 million. More specifically, an amount of €51 million concerns long‐term debt which is scheduled to be paid back in the period beyond one year and up to five years.

At parent company level, total debt amounted to €513.8 million on 30.06.2019, slightly lower than €521.0 million at the end of 2018. Net debt for the parent company also dropped to €437.6 million in the middle of 2019 from €464.0 million at end‐2018.

For the purpose of providing more detailed information, we note that a cumulative amount of €168.0 million earned as dividends from participations has been reclassified from "Profit carried forward" to a capital reserve from dividends, in line with article 48 of Law 4172/2013. Prior to the reclassification, the cumulative profit carried forward amounted to a €128.3 million loss versus a €296.3 million loss, while the capital reserve amount to €221.8 million versus €389.8 million, as mentioned in the statement of changes in equity.

It should also be noted that investments in concessions are valued in the accounts of the parent company at their fair value, as appraised by independent valuators. Those investments are consolidated in AVAX Group accounts using the equity method, excluding participations under 20% (Moreas Motorway and Olympia Motorway, which are also recorded at their fair values in consolidated accounts). As a result, the net fair value (calculated after deducting deferred tax) of the concession investment portfolio at 30.06.2019 amounts to €79.7 million (versus €72 million in the 31.12.2018 consolidated accounts), which is not reflected in the consolidated accounts of Group AVAX, because those investments are valued using the equity method.

Group receivables from contractual assets (construction contracts) increased substantially in the course of the first half of 2019, reaching €204.2 million on 30.06.2019 from €118.9 million at the end of 2018, due to the consolidation of AVAX Middle East Ltd (see Note 23 of the Financial Accounts).

Operating cash flow for the group was positive, amounting to €11.0 million in the first half of 2019, reversing the trend of respective periods in recent years when the group produced operating cash outflows.

Free cash flow was also positive in the first six months of 2019, with the inflow amounting to €33.4 million versus a €6.8 million outflow recorded in the year‐earlier period.

amounts in euro Construction Concessions Energy Other Activities Total
Net Sales 253,318,874 2,557,009 52,988,384 6,220,840 315,085,107
Gross Profit 22,824,714 (381,577) 1,607,220 1,382,281 25,432,638
Operating Profit 14,054,689 14,836,858 (858,841) 23,941 28,056,647
Depreciation 6,465,951 916,889 624,344 363,415 8,370,599
EBITDA 20,520,639 15,753,748 (234,497) 363,415 36,427,246
Pre‐Tax Profit 15,180,183
Net Profit 8,865,801

The Group's financial results for the first half of 2019 are broken down by business segment as follows:

The Group's financial results for the first half of 2019 are broken down by geographic region as follows:

amounts in euro Greece International Total
Markets
Net Sales 134,297,850 180,787,258 315,085,107
Gross Profit (221,598) 25,654,236 25,432,638
Operating Profit 12,471,022 15,585,624 28,056,647
Depreciation 5,487,483 2,883,116 8,370,599
EBITDA 17,958,505 18,468,741 36,427,246
Pre‐Tax Profit 4,443,726 10,736,457 15,180,183
Net Profit 3,279,522 5,586,280 8,865,801

Important Events during the First Half of 2019 & their Impact on Financial Results

The following are the most important events concerning the Group during the first half of 2018:

Corporate Renaming

Shareholders at the 2nd Repeat Extraordinary General meeting on 27.03.2019 decided to rename the Company from J&P‐ AVAX SA to AVAX SA. The corporate renaming is part of the broader renewal of the Group's business profile, while also arising from the need to help the investment public, banks and the construction sector avoid any misconceptions arising from the liquidation of international contractors J&P (Overseas) Ltd and the split in the business activities of the Joannou and Paraskevaides families (who are among AVAX's main shareholders).

Administrative Changes

A. Board of Directors

The 2nd Repeat Extraordinary General shareholders meeting on 27.03.2019 elected a new Board of Directors for a three‐year term ending 26.03.2022, which convened and appointed its members as follows:

    1. Christos Joannou, Chairman (executive)
    1. Konstantine Kouvaras, Deputy Chairman (executive)
    1. Konstantine Lysarides, Vice Chairman & Director (executive)
    1. Konstantine Mitzalis, Managing Director (executive)
    1. Aikaterini Pistioli, Director (non executive)
    1. Christos Siatis, Director (non executive‐independent)
    1. Alexios Sotirakopoulos, Director (non executive‐independent)
    1. Michael Hatzipavlou, Director (non executive‐independent)

It should be noted that on 08.03.2019 Mr George Demetriou resigned from his position as non‐executive director of the Company for personal reasons. The Board of Directors had decided not to replace Mr Demetriou for the time being, and continue its managerial work and representation of the Company with the remaining Board members, as per article 82 of Law 4548/2018 and article 23, paragraph 2 of the Company Charter.

B. Project Bidding Committee

In March 2019, the Board of Directors introduced a three‐member Project Bidding Committee, in line with the provisions of its Corporate Charter, article 87 of Law 4548/2018 and best practice principles and corporate governance rules. The new committee works towards the effective operation of the Company's institutional bodies and the application of all principles, technical and organizational measures and procedures adopted by the Company to comply with competition regulations. The Board of Directors granted the Project Bidding Committee all powers of administration and representation of the Company in relation with tenders for public contracts, and overall with bidding for public and private works, as specified in the Board decision. The Project Bidding Committee comprises the following Group officials:

    1. Konstantine Lysarides, Vice Chairman & Executive Director
    1. Athena Demetriou‐Eliades, Group Financial Officer, and
    1. Zoe Lysarides, Bidding Department Director

Revision of agreements for 4 joint ventures with J&P (Overseas) Ltd in Jordan and Qatar

On 11.10.2018, it was announced that international contractor J&P (Overseas) Limited, incorporated in Guernsey, filed for liquidation to address the deficits and liquidity problems it faced. Given that the Company participated in four joint venture projects with J&P (Overseas) Limited in Jordan and Qatar, it was necessary to review the respective contracts with the clients and banks involved in these projects. The Company made, and still does, every effort to continue and complete these projects in the most technically perfect way, to ensure the Company's future presence in the construction market of the wider Arab world as well as its access to the local banking system.

[A detailed report on this matter may be found in the Report of the Board of Directors for the Annual Financial Report 2018, under the "Important post balance sheet date Developments & Events" section]

More specifically, the status of each project is as follows:

1a. Roadworks in Qatar

In Qatar, the Company participates with J&P (Overseas) Ltd in two road works ("West Corridor P010" and "New Orbital Highway and Truck Route") as well as the construction of the "Qatar Foundation Stadium" sports complex. Those projects are linked to the overall upgrade of the country's infrastructure as part of its preparation for hosting the FIFA 2022 Football World Cup.

The contracts for the road works "West Corridor P010" and "New Orbital Highway and Truck Route" were signed with Ashghal (Qatari Public Works Authority) on 01.08.2013 and 22.01.2014, respectively, with a value of €101.3 million and €192.2 million value for our Company's 25% stake in both projects. The projects have been completed.

For both road works in Qatar, agreements were signed during 2019 with Ashghal, providing for the unilateral undertaking of the completion by AVAX and the expulsion of J&P (Overseas) Ltd from the construction consortium. Upon signing the revised contracts, the client released the performance bonds held, and then partially called the outstanding letters of guarantee (issued without any AVAX SA guarantee) to repay any legacy payments for suppliers appearing in the books.

1b. Qatar Foundation Stadium

The contract for the sports stadium was signed with state institution Qatar Foundation on 21.07.2016, representing a value of €133.7 million for our Company, corresponding to a 24% stake.

Letters of guarantee for this project were issued by J&P (Overseas) Ltd, while our Company provided corporate guarantee to the lending bank up to the percentage of its participation (24%). For the purposes of the project, the bank has provided working capital to J&P (Overseas) Ltd, which is expected to be repaid until the project is completed by the joint venture. The Company through its branch in Qatar (which is incorporated in the parent company's balance sheet) records this payable item in its liabilities according to its stake in the JV (24%) at 31.12.2018. It amounts to 32.4 million QAR or €7.5 million.

AVAX Middle East Ltd, a 100% subsidiary of AVAX International Ltd, which in turn is a 100% subsidiary of parent company AVAX SA, the Group proceed to the acquisition of Conspel "Qatar WLL" and "J&P Qattar WLL" which participate in the project with an aggregate 76% stake, whereas AVAX SA has a direct 24% stake (see Note in the Accounts on AVAX Middle East).

Through the consolidated accounts of AVAX Middle East, the entire amount of payables to the lender bank, ie QAR 135 million or €31.25 million, has been recognized. AVAX has not provided any guarantees towards the amount of €23.75 million recognized in the accounts of AVAX Middle East. Following the acquisition by AVAX Group of J&P (Overseas) Ltd subsidiaries which participate in the project, the novation agreement was signed between all parties involved.

Works towards the project proceed normally, with the completion percentage amounting to 68% as of 30.06.2019 (versus 50% on 31.12.2018). It should be noted that following the placement of J&P (Overseas) Ltd under liquidation, the construction joint venture in 2019 was awarded two additional contracts for the project, to erect a school building complex and assume maintenance of the entire sports and education facilities for a two‐year period, worth around €62 million and €31 million, respectively.

2. Jordan

The project concerns the upgrading of the baggage handling system at the international airport of Queen Alia in the capital city of Amman, which is effectively an extension of the oldest contract signed with the government of the country for the construction of the state‐of‐the‐art airport. The contract was signed on 12.04.2018 representing a value of €24.8 million for our Company, corresponding to a 50% stake. AVAX SA agreed to assume the continuation of the project and purchase used assets of J&P Overseas Ltd (office space and limited mechanical equipment exclusively employed in the project), according to the appraisal conducted by specialists on behalf of AVAX and the liquidator of J&P (Overseas) Ltd). Signing of the deal between the liquidators, banks and the Concession lending bank syndicate has been delayed because of the requirement to secure the consent of ARAB Bank, which had issued the letters of guarantee for the initial project contract using J&P (Overseas) Ltd credit limits with no guarantees provide by AVAX SA.

The project has been completed and is going through its defect liability period. This responsibility has been assumed by AVAX which is also working on the additional project. Bank performance bonds and letters of guarantee for the additional works, currently amounting to €9.0 million, are issued by AVAX SA.

An agreement was reached recently for ARAB Bank's consent to the deal, which is expected to be signed soon.

Works proceed normally. On reference date 30.06.2019, the project was 33% complete, up from 11% on 31.12.2018. The contractual work schedule calls for project delivery in 2022, with the largest part of works planned for 2019 (65%) and 2020 (15%).

Share Capital Increase amounting to €20 million

The 2nd Repeat Extraordinary General Meeting of Company shareholders held on 27.03.2019 decided a share capital increase amounting to €20 million through a rights issue for all shareholders, at an issue price of €0.30 per share. The validity term of the decision expired with no capital increase taking place, which would have seen a total of 66,666,666 new shares being issued at a ratio of 0.85849971 new shares for each share outstanding. The rights issue will take place based on a newer shareholder decision (see section "Important post balance sheet date Developments & Events").

Set up of AVAX Middle East Ltd and acquisition of companies in the Persian Gulf

The Company set up AVAX Middle East Ltd ("AVAX ME") in May 2019 in Cuprys, as part of its strategic decision to focus on mechanical, electrical and plumbing (MEP) works in Qatar, the United Arab Emirates and the broader Persian Gulf region. AVAX ME is a subsidiary of AVAX International Ltd, also based in Cyprus and 100% subsidiary of AVAX SA.

In June 2019, AVAX ME acquired three companies from J&P (Overseas) Ltd which is undergoing liquidation, more specifically it acquired 100% of Conspel Construction Specialist (Isle of Man) Limited, as well as 49% of J&P Qatar WLL and Abu Dhabi J&P LLC. All three companies are fully consolidated by AVAX ME due to effective management control, arising from a contractual agreement with other shareholders.

Through AVAX ME, the AVAX Group eyes the expansion of its operations ina geographic region with a steady flow of auctions for large‐scale projects for MEP projects. The expansion through the acquisition of the three companies which are active in the Middle East and Persian Gulf area, offers AVAX Group know‐how in large‐scale MEP works as well as access and expertise in operating in those countries. AVAX ME's consolidated accounts post the acquisitions show work‐in‐hand amounting to €361 million. The accounts also show debt totalling €82 million, of which €51 million concern long‐term loans to be repaid in the period beyond one year and up to five years. There is also cash amounting to €31 million and short‐term loans amounting to €31 million, which come from the projects in progress. Short‐term loans are expected to be repaid within 12 months (until 2020) out of cash flows from those projects.

The estimated turnover for the second half of 2019 of those companies is \$200 million. At the same time, AVAX became a majority partner in the Qatar Foundation Stadium Construction Joint Venture, up from 24%. The stadium is expected to reach completion by the end of 2019; with a total size of \$650million, it is of importance to the country and the upcoming 2022 FIFA World Cup.

[More information is available on Note 23 of the Accounts]

Acquisition of Businesses in Libya and Greece

In April 2019, the Company acquired PSM Suppliers Ltd ("PSM") based in Channel Islands from "Overseas Holdings Limited" (OHL), which belongs to the J&P (Overseas) Ltd group ("JPO"), placed under liquidation since October 2018. PSM's shares were transferred along with all rights and obligations related in particular to the continuation of two separate contracts for an energy project in Libya's Faregh oil deposit, the client being WAHA Oil Company of Libya. It is noted that the project is in the final stage of completion, estimated to be completed in 2019, as the remaining works include testing & commissioning of mechanical equipment from Siemens, a subcontractor of PSM. With this transaction, the Company seeks:

• to acquire PSM's experience and project record, thereby improving its bidding capacity for similar energy projects in international markets

• to collect in the near‐term the funds withheld to guarantee the performance of the two projects, which exceed the agreed acquisition price.

Ιn April 2019, the Company also acquired J&P Energy & Industrial Works SA ("J&P Energy"), based in Greece, from J&P (Overseas) Ltd, which is in the process of liquidation. The acquisition was concluded at a token price and is aimed at further enhancing the operations of AVAX Group's energy projects department, as J&P Energy boasts considerable expertise in producing technical studies for energy‐related industrial works in international markets.

Absorption of subsidiary J&P Energy SA

The Board of Directors of the Company and «J&P Energy & Industrial Works SA», the latter company being 100% subsidiary of the former, decided to commence their merger through the absorption of J&P Energy & Industrial Works SA by AVAX SA. The merger will be based on financial statements dated 31.12.2018 and carried out in accordance with Law 4601/2019, article 54 of Law 4172/2013 and article 61 of Law 4438/2016. The Merger Plan was posted on 28.06.2019 as entry #1582313 on the General Commercial Registry of the General Secretariat of Commerce & Consumer Protection.

Addition of new projects:

    1. The Company signed on 12.03.2019 a contract for the design, financing, construction, maintenance and operation on a PPP basis (Public‐Private Partnership) of a Waste Management Plant in the Ilia Prefecture of Western Greece, in a consortium with Mesogeios SA and AAGIS SA. The investment amounts to €39.5 million and the project aims to effectively manage urban solid waste produced in the prefecture, with a maximum capacity of 80,000 tons per annum. The waste management plant will be located in a rural area between the municipalities of Pyrgos and Ilida. The construction period is 22 months, including 4 months of pilot operation, to be followed by an operation term of 25 years and 2 months. The private entity of the public & private sector partnership, assumes, among others, the following obligations: a) construction, operation and maintenance of the waste management unit, b) financing of the project with own equity, debt and a financial participation by Ilida municipality, c) commercial use of by‐products (recycled material, biogas‐energy, compost, etc), d) transportation of residual waste to sanitary landfills.
    1. The Company participates in a joint venture with ΤΕΡΝΑ, 100% subsidiary of GEK TERNA Group, which signed a contract with "ICR CYPRUS RESORT DEVELOPMENT CO LIMITED", of Chinese interests, for the construction of the "City of Dreams Mediterranean" integrated casino resort in Limassol, Cyprus. The joint venture is comprised of J&P‐AVAX SA (60%) and TERNA SA (40%). The contract, worth around €270 million with a 30‐month deadline, pertains to the construction of an integrated casino resort with approximately 96,000 m2 building construction area on a 37 hectare site. The resort will include a casino, restaurants, retail and commercial area, spa, a 16‐storey hotel tower with approximately 500 guest rooms, expo building, sizeable sports facilities with indoor and outdoor pools, and a an assortment of other main and auxiliary areas and facilities, as well as expansive landscaped areas.

Collaboration of subsidiary Volterra with PPC to develop wind parks totalling 69.7 MW

Volterra, 100% subsidiary of AVAX Group, signed a deal with PPC to jointly develop and operate wind parks with total capacity of 69.7MW. Specifically, PPC acquired 45% of the share capital of two Volterra SPVs, the first of which owns two wind parks of 16MW total capacity in Etoloakarnania region which are already operational at a FiP of €98/MWh, and the second which owns two wind parks under construction in Viotia region, one with capacity 42.9MW with a FiP of €98/MWh, and the other with a 10.8MW capacity with a FiP of €56.45/MWh.

Main Risks & Uncertainties for the Second Half of 2019

1. Economic & Political Developments

The government change that emerged from the July 2019 elections has rekindled the hopes of the business world, and of society at large, for an upturn in the country's economy. The announcement of a series of tax reductions, coupled with the accelerated process of implementing flagship investments, have created a climate of euphoria at the level of businesses, households and government bond markets. The anticipated increase in disposable income and the creation of many new jobs are expected to produce lasting results, creating a more favourable macroeconomic environment for the country from 2020 onwards. The business world seeks the return of the domestic banking system to its role as provider of loans and guarantees, to restore the proper functioning of businesses and to effectively pull the country out of the economic crisis.

2. Risks and Uncertainties

Group activities are subject to various risks and uncertainties pertaining to the nature of its business activities, prevailing geopolitical, credit and currency conditions, relations with clients, suppliers and subcontractors. To a large extent, the risk arising from these relations and transactions is predictable or may be dealt with the selection of the appropriate management policy due to the accumulated expertise of the Group's senior staff and official procedures. It is always desirable to limit the overall level of risk to tolerable and manageable levels for Group operations. Nevertheless, no system and risk management policy can offer absolute security against all risks, as the ever‐changing international political and economic environment may overturn any situation which was taken for granted and considered manageable in advance. The main risks and uncertainties, their management policies and their impact on Group activities, are as follows:

a. Credit Risk

The Group's Strategic Planning & Risk Management Committee has adopted a credit policy according to which the credit score of new clients is assessed individually before they are officially offered the standard terms and conditions of payment and delivery. Regarding public works, until the economic environment improves, the Group follows a policy of participating only in tenders where project financing is secured with European Union funds.

At any point in time, the Group is involved in a large number of projects in Greece and abroad, with select clients with a proven record of reliability and credit worthiness. In the local market, the Greek State has traditionally been the largest client, as the private sector historically is a small player in building facilities and infrastructure projects where the Group specializes in. Participation in self‐financed projects in the form of concessions and PPP has somewhat limited the participation of the Greek State in total Group revenues. In international markets, the group mostly deals with private‐sector clients. Under this light of clientele diversification, the Group presents a medium level of credit risk concentration.

As a result of the international practice in the construction sector, Group transactions are required to be secured to a large extent by the intervention of the banking sector and international credit security firms in issuing guarantees in all stages of a signed project contract, from participating in the bidding, to receiving an advance payment, the execution of the project in discrete phases till its final delivery.

To calculate the provision for impairment of receivables from clients and other debtors, the Group assesses the risk level of each client according to the aging breakdown of receivables in arrears and their broader credit‐worthiness, while also applying a general coefficient for doubtful receivables on the total of its receivables which depends on prevailing business conditions.

To provide a realistic view of the level of doubtful receivables in its financial accounts and keep any adverse impact in upcoming financial periods in check, the Group has in recent years been charging increased provisions for impairment of its receivables from clients and debtors, as may be seen in the following table.

The Company and the Group have implemented the simple form of IFRS 9 for the impairment of expected credit losses on the balance of commercial and other receivables on the date of first implementation.

b. Input Price Risk

The Group is exposed to volatility in input prices for raw materials and other supplies, which in most cases are internationally‐priced commodities, such as cement, metal rebars and fuel. The Group is centrally purchasing supplies for all its subsidiaries to secure economies of scale. In several cases it pre‐orders large quantities of supplies to lock in their purchase price and escape future price shifts.

c. Liquidity Risk

Liquidity risk refers to the likelihood of current assets, ie those that may be disposed off on a short‐term span, being insufficient to cover short‐term liabilities when they become due. As per the following table, the Group had positive net current assets at the end of the first half of 2019.

amounts in € '000 GROUP COMPANY
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Current Assets, excluding cash & equivalent (Α) 715,033 462,435 459,877 430,384
Short‐term Liabilities, excluding bank debt (Β) 628,196 365,745 342,522 300,114
Net Current Assets (Α – Β) 86,837 96,690 117,355 130,270

The Group follows a policy of securing adequate cash to meet upcoming liabilities at any point in time. To this extent, the Group seeks to maintain cash in physical form or in agreed credit lines sufficing for expected payments over the period of a month. The Finance Department prepares a detailed monthly and 12‐month cash plan, as well as revising on a quarterly basis the 5‐year budget and cash flow statement.

The basic criterion in evaluating the course of cash liquidity is the aging analysis or maturity of the Group's financial liabilities, starting from balance sheet date until those liabilities are due.

d. Cash Flow Risk

The Group occasionally makes use of complex financial products in association with the banking sector to hedge the cash flow primarily to specific investments in self‐financed projects. The part of the cash flow hedge which was absolutely effective is credited directly to shareholder funds through the Table of Changes in Own Equity of concessionaires, in line with the provisions of the International Accounting Standards. The ineffective part of the gain or loss is charged directly to the income statement of the companies. Therefore, the Group books its share in its consolidated financial accounts according to the respective entries in associated companies, in line with International Accounting Standard 28.

e. Forex Risk

The Group receives a large part of its revenues from works in international markets, with a significant portion of those revenues coming from countries outside the eurozone. In cases of projects outside the eurozone, the Group makes an effort to match its receivables in foreign currency with payables in the same currency, effectively hedging part of its foreign exchange risk. The Group also carries out, partially at minimum, financial hedging of its receivables and payables in foreign currency through agreements with banking institutions.

f. Insurance Risk

The Company and its subsidiaries are covered by reputable insurance companies against basic risk arising from their business activity, relating to breakdowns and damages in their technical equipment, personnel accidents, and force majeure events. Insurance coverage is bound to usual terms for each contract and is seen adequate overall. Basic insurance provides full coverage of the undepreciated accounting value of fixed assets against catastrophic and other risks, with an emphasis on technical equipment in Greece and abroad as well as construction projects. Insurance contracts for projects also cover civil responsibility of the Company versus third parties.

g. Geopolitical Risk

Geopolitical risk is present throughout the Eastern Mediterranean region, the Middle East and Northern Africa Group due to conflicts and unrest linked to the overturning of old political regimes, the rise of new fanatic religious groups, and the conflict for control of natural resources.

The Group's international activities and expansion outside Europe has been focused on countries with limited geo‐political risk, such as Jordan, the United Arab Emirates and Qatar, however the business environment has proven positive even in countries with perceived increased risk, like Iraq.

The Group has halted works towards the construction of the 590MW thermal power plant at Deir Aamar (Phase II) near the city of Tripoli in Lebanon, and has filed a Petition for Arbitration to the International Centre for Settlement of Investment Disputes (ICSID) for its claim against the state of Lebanon. Given the continuing pursuit of an amicable settlement of the dispute between the two sides, the arbitration process has been suspended until 31.01.2020 following a joint request by both sides, which was accepted by ICSID. Based on these facts, the assessment of the recoverability of the claim as of 31.12.2018, as restricted, remains the same on 30.06.2019.

h. Financial Risk

The Group finances its fixed assets with long‐term bond loans and its operations with working capital, while also using performance bonds issued by banking institutions to participate in project tenders and guarantee their proper execution to clients. The terms and pricing of those financial products, ie interest rates and bond fees, are determined by international and local liquidity conditions beyond the control of the Group, despite the good relationship maintained with the local banking system. The recent lifting of capital controls imposed four years ago on the local banking sector is expected to have a positive impact on investment confidence, gradually improving liquidity conditions in the banking sector, with a knock‐on effect on contractors.

Total consolidated debt for the Group on 30.06.2019 amounted to €709.3 million, substantially increased from €595.4 million at end‐2018, due to the consolidation of newly acquired companies outside Greece.

Long‐term debt represents around 80% of total group debt at the end of the first half of 2019, unchanged from 31.12.2018.

Projections & Prospects for the Second Half of 2019

Group management believes that the political change in our country after the July 2019 elections is a sufficient condition for improving the domestic investment and business climate compared to the previous period. The long‐term outlook is positive in international markets, due to strong demand for design & construction by specialized contractors of infrastructure works, such as power plants and LNG facilities which the Group focuses on.

Barring any unforeseen and extraordinary events, the Group's financial results are expected to improve further in the second half of 2019 compared to the first half, both in terms of turnover and net profit. Τhe Group's total volume of operations is expected to receive a significant boost from the strategic acquisitions of the Company in the first half of the year, mainly in the Qatari market, as part of the Company management decision to specialize in MEP projects in the Persian Gulf region. It should be noted that as of the end of the first half of 2019, Group work‐in‐hand, ie the portion of signed contracts which has yet to be recorded in financial statements in terms of revenue and expenses, amounted to around €1.2 billion (versus €1.0 billion at the end of 2018). The work‐in‐hand total for the end of the first half of 2018 does not include contracts for the provision of services and sale of developed real estate, or projects pending signing in the near‐term. Projects in international markets represent more than three quarters of work‐in‐hand on 30.06.2019.

Alternative Performance Measures

This Interim Financial Report features some «Alternative Performance Measures», based on the ESMA Guidelines on Alternative Performance Measures dated 05.10.2015), besides the International Financial Reporting Standards which derive from the Group's financial statements. APMs are not a substitute for other financial figures and financial indicators of the Group which are calculated according to IFRS, rather they serve the purpose to allow the investment public to get a better understanding of the Group's financial performance.

The APMs used in the Group's Interim Financial Reports are as follows:

1. Earnings before interest, tax, depreciation and amortization (EBITDA)

amounts in € '000 GROUP COMPANY
6M 2019 6M 2018 6M 2019 6M 2018
Pre‐tax Earnings (Α) 15,180 4,725 13,014 23,792
Financial Results (Β) (12,876) (11,511) (10,601) (10,608)
Investment Results / Adjustments for non‐cash items
(C)
0 (599) 0 0
Depreciation (D) 8,371 4,816 5,337 3,302
EBITDA (Α ‐ Β ‐ C + D) 36,427 21,650 28,952 37,703

Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) are defined and calculated according to Circular #34 of the Capital Markets Commission, as follows: Earnings before tax, financial and investment results and total depreciation (EBITDA) = Profit / (Loss) pre tax earnings +/‐ financial and investment results + Total Depreciation (of tangible and intangible assets). EBITDA is widely used by financial analysts and banks to evaluate the capacity of corporations to service their debt out of generated cash flow.

2. Capital Leverage Indicator

amounts in € '000 GROUP COMPANY
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Total Debt (Α) 709,300 595,388 513,808 521,040
Shareholder Funds (Β) 99,845 87,827 259,761 249,322
Funds Deposited towards Rights Issue (C) 16,250 13,000 16,250 13,000
Capital Leverage [ Α / (B+C) ] 6.11 5.91 1.86 1.99

The capital leverage indicator is calculated as the ratio of the total of Short‐term and Long‐term loans at year‐end to Total Shareholder Funds at year‐end, also taking into account the funds deposited by major shareholders towards a rights issue decided by a general shareholders meeting. This indicator examines the relationship between loans and own equity to assess whether the business is adequately capitalized or exhibits excessive exposure to bank loans and borrowed capital.

3. Net Debt

amounts in € '000 GROUP COMPANY
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Bond Loans (423,544) (429,957) (415,354) (415,942)
Jessica Loans / EBRD (project financing) (98,957) (43,531) 0 0
Bond Loans – due in next 12months 0 (6,080) 0 (6,080)
Leasing (43,406) (5,628) (1,049) (602)
Short‐term Loans (143,393) (110,192) (97,405) (98,417)
Total Debt (Α) (709,300) (595,388) (513,808) (521,041)
Cash & Equivalent (Β) 114,703 65,676 76,184 57,026
Net Debt (Α + Β) (594,597) (529,712) (437,624) (464,015)

Net Debt is calculated by subtracting Cash & Equivalent from the total of Short‐term and Long‐term Loans. As a performance indicator, net debt gives an immediate view of the capacity of a business to repay all or part of its debt making use of its cash and equivalent.

4. Free Cash Flow

amounts in € '000 GROUP COMPANY
6M 2019 6M 2018 6M 2019 6M 2018
Pre‐Tax Earnings 15,180 4,725 13,014 23,792
Depreciation 8,371 4,816 5,337 3,302
Other Cash Flow Items (646) (1,315) (6,423) (13,167)
Change in Working Capital (11,858) (26,538) (619) (29,602)
Operating Cash Flow (Α) 11,047 (18,312) 11,309 (15,675)
Net Investment Cash Flow (Β) 22,356 11,487 15,081 12,197
Free Cash Flow (Α + Β) 33,403 (6,825) 26,391 (3,478)

Free Cash Flow is measured by deducting Net Investments from Operating Cash Flow, providing an indication of the cash generated by a business due to its operation after paying for investments in assets. Positive free cash flow allows for financing of new activities to expand the business and relax debt, while any free cash outflow must be matched by new equity injected by shareholders or borrowing from the banking system.

Applied Company Policies

The Company applies a series of policies on issues relating to Corporate Responsibility and Corporate Governance, according to pertinent legislation.

Environment

The Environmental Policy of the Company comprises a set of principles, defined as commitments, through which top management describes the long‐term direction of the Company with respect to the support and enhancement of environmental performance. The Company has developed and applies an Environmental management System according to international standard ISO 14001.

Energy Management

As part of the applied Environmental Management System, the Company has designed and applies various Programmes and Procedures in a bid to reduce energy consumption in worksites and central installations and offices. It is certified to international standard ISO‐50001/2011 for energy management.

Waste Management

The Company abides by local, national, EU and international legislation (depending on the country) in all its projects. As part of the applied Environmental Management System, the Company has designed and applies various Programmes and Procedures for Waste Management. In its effort to practice best environmental management, the Company has reached agreements with licensed firms and institutions for waste management and recycling.

Social Policy

The Company is very active in the area of social responsibility, realizing the interaction with the local communities it is active in. AVAX's contribution takes the form of financial support of cultural and sports activities of various local communities and institutions, along with a number of events focusing on humans as individuals. The Company views social responsibility as a broader notion, where the target is not only to support specific groups of people, rather it is to improve the quality of life and safety of its personnel, residents neighbouring to its work sites and users of its projects.

Labour Policy

At the end of the first half of 2019, the Group and the Company employed 2,333 and 1,784 personnel, respectively, versus 1,436 and 917 on 30.06.2018, and 1,980 and 1,484 respectively on 31.12.2018. Personnel totals do not include staff employed by joint ventures which the Company and the Group participate in.

Health & Safety of Workers

The Company has a fully operating department for managing Quality, Safety and Environment issues which supports the application of management systems for quality, safety and environmental impact through the Group's central MIS system. The Group has for many years been certified to ISO‐9001/2015 standard for quality, to ISO‐14001/2015 for the environment and OSHAS‐18001/2007 for safety, and is in the process of applying a Total Quality Management system, which is a leading move for the construction sector.

The Company has also hired a doctor, who is available to all personnel for medical recommendations and advice at its headquarters for a two‐hour period once per week.

Employee Benefits

The Group has put in place a policy of specific benefits for its employees, including:

  • zero‐interest loans and salary advances to meet extraordinary needs
  • private medical and hospital cover for employees and family members
  • blood bank through a voluntary donation scheme, for employees and family members
  • gym at the central building of its headquarters in Marousi
  • agreement with a psychologist to cover certain needs of employees

Training & Development of Employees

The Company invests in its human resources and applies a Training Procedure to all hierarchical levels. The purpose of the procedure is to define the conditions for the most efficient training of staff, making use of approved subsidies, with a view to increase performance and satisfaction derived from work. Training is done both in‐house and by external institutions. The procedure is applied across all personnel when need arises, for example:

      1. in cases of newly‐hired employees, when specialized knowledge is required
      1. when there is need for skills improvement for an existing work position
      1. when taking up new responsibilities (promotion)
    1. in the event of changes in legislation / introduction of new technologies / procedures
  • when needs arise for specialty skills

Respect of Human Rights

The Company incorporates in its corporate values the 17 Sustainable Development Targets of the United Nations which pertain to the protection of human and labour rights, prosperity across age groups, equality of sexes, easing of inequalities both inside and among countries. The Code of Ethics and Conduct includes the afore‐mentioned values and provides personnel with the appropriate guidelines to promote the Respect of Human Rights.

Protection of Personal Data

The Group has set as its top priority the protection of the personal data of associates and clients for all of its companies. For this reason, it has implemented a set of rules and procedures that ensure full compliance with the European and national legislative framework. The Harmonisation Plan for the General Data Protection Regulation ("GDPR", ie Regulation 2016/679 of the European Parliament and European Council of April 27, 2016) implemented by the AVAX Group is based on existing and new procedures and includes systematic scrutiny of operations, services and products of its companies, with the sole aim of achieving the most direct and smooth compliance of the companies.

Important post balance sheet date Developments & Events

Share capital increase up to €20 million

The Repeat Extraordinary General Meeting of Company shareholders held on 26.09.2019 approved a rights issue worth up to €20 million, at a price of €0.30 per share. The capital increase will be carried out with the issue of 66,666,666 new shares, entitling existing shareholders to around 0.85849971 new shares for each share held. The Information Memorandum of the Company for the rights issue has already been filed to the Greek Capital Markets Commission, pending for approval.

Cash advances by shareholders towards the approved rights issue

Three Company shareholders have deposited an aggregate amount of €16.25 million, as of 30.06.2019 and up to the date of issue of this financial report. It should be noted that according to the decision of shareholders taken on 26.09.2019, upon completion of the share capital increase, the Company may return part of the capital increase proceeds to the three shareholders of an amount for which they did not receive equivalent shares in the rights issue.

Appointment of Internal Auditor

Pursuant to the provisions of Law 3016/2002 and decision 3/347/12.07.2005 of the Hellenic Capital Market Commission, the Board of Directors of the Company decided on 25.07.2019 to appoint Mr Anastasios Tsakanikas as new Internal Auditor, replacing Mr John Papadopoulos who resigned, starting on 01.08.2019. The Company is at the final stage of recruitment of two new certified and experienced Internal Auditors and is also proceeding to appoint an Auditing Firm as external auditors of AVAX Middle East, recognising the important role of the internal auditing service for the Group.

Sale of Attica Schools PPP

The Company signed on 01.08.2019 a contract for the sale of the PPP of 10 Schools in Attica, which it had built a few years ago and undertaken their facility management in the long run. The signed agreement provides for the transfer on 01.10.2019 by the Company of all shares of the PPP company, as well as of the outstanding balance of two different series of limited bonds issued by the Company.

Important Transactions Between the Company and Related Parties

The most important transactions of the Company over the 01.01.2019‐30.06.2019 period with related parties, as per IAS 24, pertain to transactions with subsidiaries (as defined in article 42 of Law 2190/1920), are as follows:

(amounts in € '000)
Group INCOME EXPENSES RECEIVABLES PAYABLES
AGIOS NIKOLAOS CAR PARK 10 14
OLYMPIA ODOS OPERATION SA 1,686 1,577
OLYMPIA ODOS CONCESSION SA 503 120 910
GEFYRA OPERATION SA 41 23
ATTIKI ODOS SA 14 14
ATTIKA DIODIA SA 99 31 460
AEGEAN MOTORWAY SA 180
SALONICA PARK SA 1,755 1 310 233
POLISPARK SA 9 17
ELIX SA 24
ATHENS CAR PARKS SA 6
WATER & ENTERTAINMENT PARKS SA 1
METROPOLITAN ATHENS PARK SA 2 0
BIOENERGY SA 2
NEA SMYRNI CAR PARK SA 1 102
BONATTI J&P‐AVAX SRL 12,357
ILIA WASTE MANAGEMENT PPP 200
PYRAMIS SA 1,249 970 1,110
LIMASSOL MARINA LTD 9,980
J&P‐AVAX QATAR LLC 1
J&P (UK) LTD LONDON 31
5N SA 145
SC ORIOL REAL ESTATE SRL 934
ENERSYSTEM FZE 1,457
Management members and Board Directors 1,016 558
4,221 3,822 26,805 3,301
Company Έσοδα Έξοδα Απαιτήσεις Υποχρεώσεις
ETETH SA 182 21 1,326 21
TASK J&P‐AVAX SA 7 727 1,047 3,319
J&P‐AVAX ΙΚΤΕΟ SA 4 17
GLAVIAM SA 2 2
J&P DEVELOPMENT SA 18 1,075 3
ATHENA CONCESSIONS SA 1 14 41
ERGONET SA 6 415 1
MONDO TRAVEL SA 3 181 158 606
JPA ATTICA SCHOOLS PPP 1,021 55 0
ATHENS MARINA 21 1,160
BONATTI J&P‐AVAX SRL 12,357
J&P AVAX CONCESSIONS SA 3 20
VOLTERRA SA 128 226 185 1,259
JOANNOU & PARASKEVAIDES ENERGY SA 2,066
PSM SUPPLIERS LTD 340
J&P AVAX INTERNATIONAL LTD 1,510 22,612 6,567 2,698
AGIOS NIKOLAOS CAR PARK SA 14
OLYMPIA ODOS OPERATION SA 1,642 1,557
OLYMPIA ODOS CONCESSION SA 496 119 910
GEFYRA OPERATION SA 41 23
GEFYRA CONCESSION SA 10 13
ATTIKI ODOS SA 14,602 88 431
ATTIKA DIODIA SA 496
AEGEAN MOTORWAY SA 1,755 1 246 233
SALONICA PARK SA 1 12
POLISPARK SA 24
ELIX SA 6
ATHENS CAR PARKS SA 1
WATER & ENTERTAINMENT PARKS SA 2 0
METROPOLITAN ATHENS PARK SA 2
BIOENERGY SA 145 102
ILIA WASTE MANAGEMENT PPP 200
PYRAMIS SA 1,249 970 1,110
LIMASSOL MARINA LTD 9,980
J&P‐AVAX QATAR LLC 1
J&P (UK) LTD LONDON 31
JV J&P‐AVAX – J&P OVERSEAS LTD (JORDAN) 107 547
CONSORTIA 1,756 30,341 5,921
Management members and Board Directors 417 172
24,152 25,521 70,388 17,133

No loans have been granted to members of the Board of Directors or other senior staff of the Group, and their family members.

Marousi, 27.09.2019 On behalf of the Board of Directors of AVAX SA

Constantinos Mitzalis Managing Director

(Translation from the original text in Greek)

Independent Auditor's Report on Review

To the Board of Directors of the Company "AVAX S.A."

Report on Review of Interim Financial Information

Introduction

We have reviewed the accompanying interim condensed separate and consolidated statement of financial position of "AVAX S.A." as of June 30, 2019 and the related condensed separate and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an integral part of the six-month financial report as provided by Law 3556/2007.

Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and applied to Interim Financial Reporting (International Accounting Standard "IAS" 34). Our responsibility is to express a conclusion on this interim condensed financial information, based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, mainly of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as incorporated into the Greek Legislation and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Consequently, we do not express an audit opinion.

Conclusion

Based on the review conducted, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.

Emphasis of matter

We draw your attention to note 23 to the Interim Condensed Financial Information, where reference is made regarding the acquisition of three companies by AVAX Group through the newly established company AVAX Middle East Limited, in the context of Management's strategic choice to focus on electromechanical projects in the wider region of Persian Gulf. In addition, information is provided for the basic financial figures that raised from that acquisition.

Our conclusion is not qualified in respect of this matter.

Report on other legal and regulatory requirements

Our review has not revealed any material inconsistency or misstatement in the statements of the members of the Board of Directors and the information of the sixmonth Board of Directors Report, as defined in articles 5 and 5a of Law 3556/2007, in relation to the accompanying interim condensed financial information.

BDO Certified Public Accountants SA 449, Mesogion Ave. 153 43 Agia Paraskevi Athens Greece Reg.SOEL: 173

Agia Paraskevi, 30/09/2019 The Certified Public Accountant

Dimitrios V. Spyrakis Reg.SOEL: 34191

Interim Condensed financial reporting

WEBSITE WHERE THE COMPANY'S AND CONSOLIDATED

FINANCIAL STATEMENTS ARE AVAILABLE

We hereby certify that the attached Interim Financial Statements, which are an integral part of the semi‐ annual financial report of article 5 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 27.09.2019 and have been published by posting them on the internet, at (www.jp‐avax.gr), as well as on the Athens Stock Exchange web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of their compilation and disclosure.

It is noted that the disclosed condensed financial statements and information resulting from the interim six‐month condensed financial statements are intended to provide the reader with a general overview of the Company's and the Group's financial position and results but do not provide a comprehensive view of the financial position, the Company's and the Group's financial performance and cash flows, in accordance with International Financial Reporting Standards.

AVAX S.A. STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2019 (All amounts in Euros)

Group Company
30.06.2019 31.12.2018 30.06.2019 31.12.2018
ASSETS
Non‐current Assets
Property, Plant and Equipment 2 180.913.492 120.187.673 66.703.638 69.935.945
Investment Property 3 13.486.098 13.141.917 3.454.136 3.454.136
Goodwill 48.375.692
Intangible assets 4 6.745.483 11.522.725 255.398 198.435
Investments in other companies 5 255.212.226 262.243.724 83.507.450 81.035.562
Financial assets at fair value through other
comprehensive income 121.823.523 115.900.143 509.088.351 503.929.977
Other financial assets 36.832.745 37.541.268
Other non‐current assets 802.844 846.017 5.971.398 6.248.763
Deferred tax assets 27.370.728 26.943.826 24.849.311 24.479.877
Total Non‐current Assets 691.562.832 588.327.293 693.829.683 689.282.695
Current Assets
Inventories 41.712.333 26.894.383 13.177.150 13.037.083
Contractual assets 204.199.048 118.930.436 95.325.211 111.969.543
Trade receivables 6 299.472.391 181.898.981 183.680.330 182.977.218
Other receivables 6 163.497.700 128.585.305 167.693.779 122.400.391
Other financial assets
Cash and cash equivalents
7 6.151.235
114.703.040
6.125.997
65.676.252

76.183.742

57.025.579
Total Current Assets 829.735.747 528.111.354 536.060.212 487.409.814
Total Assets 1.521.298.579 1.116.438.647 1.229.889.895 1.176.692.509
EQUITY AND LIABLITLIES
Share capital
Share
12 23.296.455
23 296 455
23.296.455
23 296 455
23.296.455
23 296 455
23.296.455
23 296 455
Share premium account 12 146.676.671 146.676.671 146.676.671 146.676.671
Other reserves 13 235.511.504 152.864.694 389.854.408 307.234.013
Translation exchange differences
Retained earnings
(3.601.182)
(300.858.403)
(2.267.016)
(231.773.345)
(3.697.196)
(296.369.126)
(2.433.961)
(225.451.542)
Equity attributable to equity holders of the parent (a) 101.025.043 88.797.458 259.761.211 249.321.635
Non‐controlling interest (b) (1.179.956) (970.045)
Total Equity (c)=(a)+(b) 99.845.088 87.827.413 259.761.211 249.321.635
Non‐Current Liabilities
Debentures / Long term Loans 10 561.619.643 475.666.644 415.633.911 416.063.220
Derivative financial instruments 1.287.543 1.249.026
Deferred tax liabilities 35.031.403 31.501.018 82.808.273 80.098.221
Provisions for retirement benefits
Other long‐term provisions
9.844.321 4.834.894 4.339.671 4.061.386
Total Non‐Current Liabilities 11 37.794.498
645.577.408
29.893.643
543.145.224
26.650.994
529.432.849
22.056.878
522.279.705
Current Liabilities
Trade and other creditors 8 604.679.851 344.024.817 327.156.669 285.347.500
Income and other tax liabilities 23.515.943 21.720.166 15.365.102 14.766.517
Bank overdrafts and loans 9 147.680.289 119.721.026 98.174.064 104.977.152
Total Current Liabilities 775.876.083 485.466.009 440.695.835 405.091.169
Total Liabilities (d) 1.421.453.491 1.028.611.233 970.128.684 927.370.874
Total Equity and Liabilities (c )+ (d) 1.521.298.579 1.116.438.647 1.229.889.895 1.176.692.509

From 1/1/2019 the Group and the Company have applied IFRS 16 using the cumulative effect method. According to this method, the comparative information is not restated, further details are provided in C15 paragraph.

AVAX S.A. STATEMENT OF INCOME FOR THE JANUARY 1st, 2019 TO JUNE 30th, 2019 PERIOD (All amounts in Euros except per shares' number)

GROUP COMPANY
1.1‐30.06.2019 1.1‐30.06.2018 1.1‐30.06.2019 1.1‐30.06.2018
Turnover
Cost of sales
315.085.107
(289.652.469)
298.943.755
(279.973.853)
231.446.359
(211.977.690)
247.703.011
(226.541.855)
Gross profit 25.432.638 18.969.902 19.468.669 21.161.156
Other net operating income/(expenses)
Gain/ (Losses) from property fair‐value
impairment
(629.589)
(137.157)
(599.295)
(6.550.133)
(653.807)
Administrative expenses (13.494.859) (13.764.806) (9.657.367) (9.071.140)
Selling & Marketing expenses (4.176.797) (3.350.048) (1.966.028) (1.220.378)
Receipts of debt securities 4.903.323 2.717.163 5.071.044 2.956.071
Income/(Losses) from Investments in
Associates
16.021.931 12.399.417 17.248.655 21.228.323
Profit/ (Loss) before tax, financial and
investment results
28.056.647 16.235.176 23.614.840 34.400.225
Net financial income / (loss) (12.876.464) (11.510.674) (10.600.639) (10.608.248)
Profit/ (Loss) before tax 15.180.183 4.724.502 13.014.201 23.791.977
Tax (6.314.381) (4.604.595) (5.771.021) (6.648.860)
Profit/ (loss) after tax from operations 8.865.802 119.907 7.243.180 17.143.117
Attributable to:
Equity shareholders 9.075.706 395.578 7.243.180 17.143.117
Non‐controlling interests (209.904) (275.671)
8.865.802 119.907 7.243.180 17.143.117
‐ Basic Profit/ (Loss) per share (in Euros) 0,1169 0,0051 0,0933 0,2208
‐ Diluted earnings/ (losses) per share (in €) 0,1169 0,0051 0,0933 0,2208
Weighted average # of shares 77.654.850 77.654.850 77.654.850 77.654.850
Profit before tax, financial and investments
results and depreciation
36.427.246 21.650.002 28.952.169 37.702.589

From 1/1/2019 the Group and the Company have applied IFRS 16 using the cumulative effect method. According to this method, the comparative information is not restated, further details are provided in C15 paragraph.

The following notes are integral part of the Financial Statements.

AVAX S.A. STATEMENT OF COMPREHENSIVE INCOME FOR THE JANUARY 1st, 2019 TO JUNE 30th, 2019 PERIOD (All Amounts in Euros)

GROUP COMPANY
1.1‐30.06.2019 1.1‐30.06.2018 1.1‐30.06.2019 1.1‐30.06.2018
Profit/ (Loss) for the Period 8.865.802 119.907 7.243.180 17.143.117
Other Comprehensive Income
Net other comprehensive income /(loss) to be reclassified
to profit or loss in subsequent periods
Exchange Differences on translating foreign operations (1.334.173) (364.242) (1.263.236) (163.330)
Cash flow hedges 221.349 457.743
Revalutaion reserves for other assets 61.627 24.905 (190.602)
Reserves for financial instruments available for sale 5.818.392 5.924.460 18.667.597
Tax for other comprehensive income (1.586.356) (132.745) (1.541.453) (5.358.328)
Net other comprehensive income /(loss) not to be
reclassified to profit or loss in subsequent periods
Actuarial revaluation of liabilities for personnel
retirement
10.597
Tax for other comprehensive income (3.073)
Total other comprehensive income from operations net
of tax
3.180.840 (31.720) 3.144.676 12.955.337
Total comprehensive Income 12.046.642 88.187 10.387.856 30.098.454
Total comprehensive Income attributable to:
Equity shareholders
12.256.546 363.858 10.387.856 30.098.454
Non‐controlling interests (209.904)
12.046.642
(275.671)
88.187

10.387.856

30.098.454

From 1/1/2019 the Group and the Company have applied IFRS 16 using the cumulative effect method. According to this method, the comparative information is not restated, further details are provided in C15 paragraph.

The following notes are integral part of the Financial Statements.

CASH FLOW STATEMENT AS AT JUNE 30, 2019 (All amounts in Euros) AVAX S.A.

GROUP COMPANY
1.1‐30.06.2019 1.1‐30.06.2018 1.1‐30.06.2019 1.1‐30.06.2018
Operating Activities
Profit/ (Loss) before tax from continuing operations 15.180.183 4.724.502 13.014.201 23.791.977
Adjustments for:
Depreciation 8.370.599 4.815.531 5.337.330 3.302.364
Provisions 4.788.380 1.105.402 4.628.609 133.126
Income from sub‐debts (4.903.323) (2.717.163) (5.071.044) (2.956.071)
Interest income (1.492.132) (1.734.699) (57.827) (170.097)
Interest expense
(Gain)/ Loss from impairement of assets
14.330.079
13.345.290
10.658.467
10.778.344
Losses from financial instruments 38.517 (99.916)
Investment (income) / loss (14.074.583) (11.184.128) (17.248.655) (21.228.323)
Εxchange rate differences 667.170 (29.586) 667.170 275.920
Change in working capital
(Increase)/decrease in inventories (13.049.975) 14.477.745 (140.067) 6.528.636
(Increase)/decrease in trade and other receivables (23.450.553) 33.621.257 (36.205.287) 37.228.192
Increase/(decrease) in payables 48.836.042 (57.783.432) 50.429.499 (59.977.198)
Interest paid (16.563.023) (14.243.397) (12.888.196) (11.676.451)
Income taxes paid (7.630.712) (2.609.675) (1.814.800) (1.705.411)
Cash Flow from Operating Activities (a) 11.046.669 (18.312.267) 11.309.401 (15.674.992)
Investing Activities
Purchase of tangible and intangible assets (5.175.772) (9.487.855) (2.794.847) (1.387.766)
Proceeds from disposal of tangible and intangible assets 2.989.099 1.760.696 1.438.741 230.039
(Acquisition)/ disposal of, associates, JVs and other
investments (866.330) (869.217) (6.946.529)
Interest received 1.492.132 308.935 57.827 170.097
Dividends received 23.050.677 19.771.881 17.248.655 20.131.029
Cash Flow from Investing Activities (b) 22.356.136 11.487.326 15.081.159 12.196.869
Financing Activities
Proceeds from loans (15.345.656) 7.576 (7.232.396) (115.283)
Dividends paid
Cash Flow from Financing Activities (c) (15.345.656) 7.576 (7.232.396) (115.283)
Net increase / (decrease) in cash and cash equivalents
(a)+(b)+(c) 18.057.149 (6.817.366) 19.158.163 (3.593.406)
Cash and cash equivalents from subsidiary acquisition 30.969.640
Cash and cash equivalents at the beginning of the period 65.676.251 73.509.303 57.025.579 59.385.651
Cash and cash equivalents at the end of the period 114.703.040 66.691.938 76.183.742 55.792.245

From 1/1/2019 the Group and the Company have applied IFRS 16 using the cumulative effect method. According to this method, the comparative information is not restated, further details are provided in C15 paragraph.

The accompanying notes form an integral part of the Financial Statements.

ANNUAL STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY AVAX S.A. FOR THE JANUARY 1st, 2019 TO JUNE 30th 2019 PERIOD (All Amounts in Euros)

Group

Tran
slati
exch
on
ange
Shar
Cap
ital
&
e
Non
‐Con
troll
ing
Cha
in
Tota
l
Equi
ty
nges
Shar
Cap
ital
e
Shar
Prem
ium
e
Othe
Rese
r
rves
diffe
renc
es
Reta
ined
ings
earn
Rese
rves
Inte
rest
s
Tota
l
Equi
ty
Bala
31.1
2.20
17
nce
45.0
39.8
13
146.
676.
671
109.
707.
713
(1.0
76)
56.7
(190
)
.265
.651
110.
101.
769
(350
)
.408
109.
751.
361
Pub
lishe
d
info
tion
‐ Ja
1st
2018
rma
nua
ry
45.0
39.8
13
146.
676.
671
109.
707.
713
(1.0
76)
56.7
(190
)
.265
.651
110.
101.
769
(350
)
.408
109.
751.
361
Effec
of
t
IFRS
9
(12.
)
303.
041
9.50
3.04
1
(2.80
0)
0.00
(2.80
0)
0.00
Adju
sted
figu
Jan
1st
2018
res ‐
uary
45.0
39.8
13
146.
676.
671
97.4
04.6
71
(1.0
56.7
76)
(180
.762
.610
)
107.
301.
768
(350
.408
)
106.
951
.360
Net
prof
it
for
the
peri
od
395.
578
395.
578
(275
.671
)
119.
907
Othe
preh
ensi
inco
r
com
ve
me
332.
522
(364
.242
)
(31.
720)
(31.
720)
Tota
l
preh
ensi
inco
for
the
peri
od
com
ve
me
332.
522
(364
)
.242
395.
578
363.
858
(275
)
.671
88.1
87
sfer
Tran
34.5
26.1
50
(34.
526.
150)
Othe
nts
r
mov
eme
(52.4
80)
(24.7
28)
(77.
208)
(44.9
65)
(122
)
.173
Bala
30.0
6.20
18
nce
45.0
39.8
13
146.
676.
671
132.
210.
863
(1.4
19)
21.0
(214
)
.917
.910
107.
588.
418
(671
)
.044
106.
917
.374
Bala
31.1
2.20
18
nce
23.2
96.4
55
146.
676.
671
152.
864
.694
(2.2
67.0
16)
(231
.773
.345
)
88.7
97.4
58
(970
.045
)
87.8
27.4
14
Net
it
for
the
od
9.07
5.70
6
9.07
5.70
6
.904 8.86
5.80
2
prof
peri
Othe
preh
ensi
inco
r
com
ve
me

4.51
5.01
3

(1.3
34.1
66)
3.18
0.84
7
(209
)
(7)
3.18
0.84
0
Tota
l
preh
ensi
inco
for
the
peri
od
com
ve
me
4.51
5.01
3
(1.3
66)
34.1
9.07
5.70
6
12.2
56.5
53
(209
)
.911
12.0
46.6
42
72/2
Rese
from
divid
ends
artic
le
of
48
L.41
013
rves
78.2
12.4
82
(78.
212.
482
)
Othe
nts
r
mov
eme
(80.
685)
51.7
18
(28.9
67)
(28.9
67)
B
Bala
l
30.0
30
06
6.20
2019
19
nce
23.2
96.4
55
146.
676.
671
235.
511.
504
(3.6
01.1
82)
(300
.858
.403
)
101.
025
.044
(1.1
79.9
56)
99.8
45.0
88
Com
pany
slati
exch
Tran
on
ange
Shar
ital
Cap
&
e
troll
Non
‐Con
ing
Cha
l
in
Tota
Equi
ty
nges
Shar
ital
Cap
e
Shar
Prem
ium
e
Othe
Rese
r
rves
diffe
renc
es
ined
Reta
ings
earn
Rese
rves
Inte
rest
s
l
Tota
Equi
ty
Bala
31.1
2.20
17
nce
45.0
39.8
13
146.
676.
671
250.
795.
809
(2.4
88)
73.0
(188
)
.754
.347
251.
284.
857
251.
284.
857
Pub
lishe
d
info
tion
‐ Ja
1st
2018
rma
nua
ry
45.0
39.8
13
146.
676.
671
250.
795.
809
(2.4
73.0
88)
(188
.754
.347
)
251.
284.
857
251.
284.
857
Effec
of
t
IFRS
9
(12.
)
303.
041
10.3
03.0
41
(2.00
0)
0.00
(2.00
0)
0.00
Adju
sted
figu
Jan
1st
2018
res ‐
uary
45.0
39.8
13
146.
676.
671
238.
492
.768
(2.4
88)
73.0
(178
)
.451
.306
249.
284.
857
249.
284.
857
17.1
43.1
17
17.1
43.1
17
17.1
43.1
17
Net
prof
it
for
the
peri
od
Othe
preh
ensi
inco
r
com
ve
me


13.1
18.6
67

(163
.330
)
12.9
55.3
37

12.9
55.3
37
l
preh
for
the
od
Tota
ensi
inco
peri
com
ve
me
13.1
18.6
67
(163
.330
)
17.1
43.1
17
30.0
98.4
54
30.0
98.4
54
Othe
nts
r
mov
eme
34.4
54.4
36
(34.4
36)
54.4
Bala
30.0
6.20
18
nce 45.0
39.8
13
146.
676.
671
286.
065
.871
(2.6
18)
36.4
(195
)
.762
.625
279.
383.
311
279.
383.
311
Bala
31.1
2.20
18
nce
23.2
96.4
55
146.
676.
671
307.
234.
013
(2.4
60)
33.9
(225
)
.451
.542
249.
321.
636
249.
321.
636
prof
for
the
od
Net
it
peri
7.24
3.18
0
7.24
3.18
0
7.24
3.18
0
Othe
preh
ensi
inco
r
com
ve
me
4.40
7.91
2
(1.2
36)
63.2
3.14
4.67
6
3.14
4.67
6
Tota
l
preh
ensi
inco
for
the
peri
od
com
ve
me
4.40
7.91
2
63.2 7.24
3.18
0
10.3
87.8
56
10.3
87.8
56
from
divid
ends
of
artic
le
48
L.41
013
Rese
rves
78.2
12.4
82
(1.2
36)
(78.
)
212.
482
72/2
Othe
nts
r
mov
eme
51.7
18
51.7
18
51.7
18

For the purpose of providing more detailed information, we note that a cumulative amount of €168.082.363 earned as dividends from participations has been reclassified from "Profit carried forward" to a capital reserve from dividends, in line with article 48 of Law From 1/1/2019 the Group and the Company have applied IFRS 16 using the cumulative effect method. According to this method, the comparative information is not restated, further details are provided in C15 paragraph. TheaccompanyingnotesformanintegralpartoftheFinancialStatements. note amount € 68.08 .363 dividends Profit forward to dividends, aw4172/2013. Prior to the reclassification, the cumulative profit carried forward amounted to a €128.286.763 loss versus a €296.369.126 loss, while the capital reserve amount to €221.772.045 versus €389.854.408, as presented above.

Notes and accounting policies

A. ABOUT THE COMPANY

A.1 General Information about the Company and the Group

AVAX S.A. was listed on the Athens Stock Exchange's Main Market in 1994 and is based in Marousi, in the Attica prefecture. It boasts substantial expertise spanning the entire spectrum of construction activities (infrastructure projects, civil engineering, BOTs, precast works, real estate etc) both in Greece and abroad.

In 2002, AVAX S.A. merged with its subsidiaries J&P (Hellas) S.A. and ETEK S.A. and was renamed into J&P‐AVAX S.A, whereas another 100% subsidiary unit, namely ETETH S.A., merged with its own subsidiary AIXMI S.A. The new business entities which evolved out of these mergers made use of Law 2940/2001 on contractors' certification for public works. The Group's leading company AVAX S.A. was awarded a 7th‐class public works certificate, which is the highest class available, whereas ETETH S.A. acquired a 6th‐class certificate. In the year 2007 Avax SA acquired the subsidiary Athena SA. which during 2018 was merged by absorption by the Company following the submission of an optional public offer and the exercise of the squeeze‐out right of the minority shareholders of ATHENA SA.

At the beginning of 2019, the Company was renamed to AVAX SA again in accordance with the General Meeting of Shareholders of the Company on 27/03/2019 and the Approval Decision No. 40094 / 09‐04‐ 2019 by the Ministry of Economy and Development.

A.2 Activities

Group strategy is structured around four main pillars:

Concessions

  • o Intense presence in concession project tenders, to maintain a substantial backlog of projects and secure long‐term revenue streams
  • o Strengthening the project finance business unit and expanding our network of specialized external business partners (design consultants, financial and insurance advisors, legal firms) to enhance the Group's effectiveness in bidding for concession projects and maximize the return from their operation by means of financial risk management

Business Activities

  • o Development along the lines of major international construction groups, diversifying revenue through expansion into related business areas, eg environmental projects, facility maintenance & management, waste management, maintenance of large infrastructure projects, and management of large facilities constructed towards the Athens 2004 Olympic Games
  • o Pursuit of synergies of various business activities on Group level
  • Energy
    • o Emphasis on industrial projects in the energy sector, for the construction of power generation and LNG plants, specializing in EPC type projects (design and construction)
    • o Careful penetration of the wholesale market of wholesale and retail electricity and gas, as well as the development of RES projects, either autonomously or in cooperation with serious business partners.

B. FINANCIAL REPORTING STANDARDS

B.1. Compliance with IFRS

AVAX S.A.'s consolidated accounts for the period running from January 1st , 2019 to June 30th , 2019 conform to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the interpretations issued by IASB's International Financial Reporting Interpretation Committee (IFRIC) which have been adopted by the European Union.

B.2. Basis of preparation of the financial statements

Consolidated and Company Financial Statements of AVAX SA have been prepared on a going concern basis and the historical cost principle as amended by adjusting specific assets and liabilities to current values except for certain financial assets and liabilities (including derivatives), valued at fair value.

The policies listed below have been consistently applied throughout the periods presented.

The preparation of financial statements in accordance with IFRSs. requires the use of estimates and judgments when applying the Company's accounting policies. Significant assumptions by management for the application of the company's accounting policies have been identified where appropriate.

C. BASIC ACCOUNTING PRINCIPLES

The Group consistently applies the following accounting principles in preparing the attached Financial Statements:

C.1. Business Combinations (I.F.R.S. 3)

Investments in Subsidiaries

All companies managed and controlled, either directly or indirectly, by another company (parent) through ownership of a majority share in the voting rights of the company in which the investment has been made. Subsidiaries are fully consolidated (full consolidation) with the purchase method starting on the date on which their control is assumed, and are excluded from consolidation as soon as their control is relinquished.

Acquisitions of subsidiaries by the Group are entered according to the purchase method. Subsidiary acquisition cost is the fair value of all assets transferred, of all shares issued and all liabilities at the acquisition date, plus any costs directly related to the transaction. The specific assets, liabilities and contingent liabilities acquired through a business combination are accounted for at their fair values irrespective of the percentage of participation. The acquisition cost in excess of the fair value of the acquired net assets is entered as goodwill. Should the total acquisition cost fall short of the fair value of the acquired net assets, the difference is directly entered in the Income Statement.

Intragroup sales, balances and un‐realised profits from transactions among Group companies are omitted. Losses among Group companies (un‐realised on a Group level) are also eliminated, except when the transaction provides evidence of impairment of the transferred asset. The accounting principles of subsidiaries have been amended for uniformity purposes relative to those adopted by the Group.

At the Company's balance sheet, investment in subsidiaries is stated at cost less loss from impairment, if any. IAS 36 "Impairment of Assets" requires an impairment test if there is any indication that an asset is impaired.

Investments in Associates:

All companies which the Group may influence significantly but do not qualify for subsidiary or Joint Venture status. The Group's assumptions call for ownership between 20% and 50% of a company's voting rights to have significant influence on it. Investments in associates are initially entered in the Company's books at cost and subsequently consolidated using the equity method.

The Group's share into the profit or loss of associates following the acquisition is recognised into the Income Statement, whereas the share into changes in capital reserves following the acquisition is recognised into the reserves. Accumulated changes affect the book value of investments in associates. When the Group's participation into the financial loss of an associate is equal to or exceeds its participation in the associate, inclusive of provisions for bad debts, the Group does not recognise any further losses, except when covering liabilities or making payments on behalf of the associate, or taking other actions as part of its shareholder relationship.

Unrealised profits from transactions between the Group and its associates are omitted according to the participation of the group into those associates. Unrealised gains are omitted, unless the transactions suggest impairment of the transferred assets. Accounting principles of associates have been amended for uniformity purposes relative to those adopted by the Group.

Intragroup balances and transactions, along with Group profits arising from intragroup transactions which have yet to be concluded on a Group level, are eliminated in the consolidated Financial Statements.

Joint Arrangements IFRS 11.

IFRS 11 replaces IAS 31. The IFRS 11 provides a more realistic approach to joint agreements by focusing on rights and obligations rather than on their legal form.

A common agreement has the following basic features:

  • The parties are bound by a contractual agreement
  • The contractual agreement confers on two or more of the parties joint control

The IFRS classifies joint arrangements into two types—joint operations and joint ventures.

• A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (ie joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement.

• A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (ie joint venturers) have rights to the net assets of the arrangement.

An entity determines the type of joint arrangement in which it is involved by considering its rights and obligations. An entity assesses its rights and obligations by considering the structure and legal form of the arrangement, the contractual terms agreed to by the parties to the arrangement and, when relevant, other facts and circumstances. Τhe factors that the Group tests to determine that joint arrangements are under common control include the structure, legal form, contractual arrangement and other facts and circumstances.

The IFRS requires to recognize and to account for a joint arrangement using similar to IAS 31 proportionate consolidation – the party's share of assets, liabilities, income and expenses of a jointly controlled entity was combined line‐by‐line with similar items in the companies' financial statements.

Also, the party to a joint venture shall account for the above data relating to its participation in the joint venture under the relevant IFRS.

Group Structure: AVAX Group consists of the following subsidiaries, which are consolidated with the full consolidation method. Their annual financial statements will be posted on the parent company's website (www.jp‐avax.gr) in accordance with the provisions in force:

Company % of AVAX's SA Fiscal Years not tax
participation audited
AVAX S.A., Athens Parent 2013‐2019
ΕΤΕTH S.A., Salonica 100% 2013‐2019
ELVIEX Ltd, Ioannina 60% 2013‐2019
J&P DEVELOPMENT S.A., Athens 100% 2013‐2019
TASK J&P‐AVAX S.A., Athens 100% 2013‐2019
CONCURRENT REAL INVESTMENΤS SRL, Romania 95% 2005‐2019
SC BUPRA DEVELOPMENT SRL, Romania 99,93% 2005‐2019
SOPRA AD, Bulgaria 99,99% 2005‐2019
J&P‐AVAX IKTEO S.A., Athens 94% 2013‐2019
SC FAETHON DEVELOPMENTS SRL, Romania 100% 2006‐2019
MONDO TRAVEL (ex.TERRA FIRMA S.A.), Athens 99,999% 2013‐2019
J&P AVAX CONCESSIONS S.A. (ex. EVIA REAL
ESTATE), Athens
99,967% 2013‐2019
ATHENS MARINA S.A., Athens 86,3951% 2013‐2019
J&P AVAX POLSKA, Poland 100% 2009‐2019
JPA ATTICA SCHOOLS PPP, Athens 100% 2016‐2019
J&P AVAX INTERNATIONAL LTD, Cyprus 100% 2016‐2019
J&P AVAX INTERNATIONAL DWC‐LLC, United Arab 100%
Emirates
AVAX MIDDLE EAST LTD, Cyprus 100%
GAS AND POWER TECH DMCC, United Arab
Emirates*
100%
CONSPEL CONSTRUCTIONS SPECIALIST LTD, Isle of
Man
100% 2019
CONSPEL QATAR WWL, Qatar 49% 2019
CONSPEL EMIRATES LLC, United Arab Emirates 49% 2019
J&P QATAR WLL, Qatar 49% 2019
ABU DHABI J&PP LLC, Abu Dhabi 49% 2019
GLAVIAM HELLAS SINGLE MEMBERED COMPANY
LTD 100% 2016‐2019
VOLTERRA SA, Athens 100% 2013‐2019
VOLTERRA K‐R SA, Athens 100% 2014‐2019
ILIOPHANIA SA, Athens 100% 2014‐2019
VOLTERRA LYKOVOUNI S.A, Athens 100% 2017‐2019
VOLTERRA L‐S SA, Athens 100% 2017‐2019
ATHENA LIBYA COMPANY, Libya 65%
ATHENA CONCESSIONS S.A., Athens 99% 2014 & 2019
ERGONET SA, Athens 51,52% 2016 & 2019
ENERGY, Athens 100% 2013‐2019
P.S.M. SUPPLIERS LTD, Libya 100% 2019

In the first half of 2019, the Company made a series of acquisitions of companies in the Persian Gulf, Libya and Greece, which were divested by J&P (Overseas) Ltd. The acquisitions in the Persian Gulf were made by AVAX Middle East Ltd, a newly established 100% subsidiary (indirect shareholding) of the Company based in Cyprus, while acquisitions in Libya and Greece were made directly by the parent Company. Detailed information is set out in the notes to the interim condensed Financial Statements.

* Gas and Power Tech DMCC is newly established in Dubai's Special Economic Zones and has not yet grown. Its purpose is to facilitate the operation of other Group companies operating in the Persian Gulf region.

For fiscal years 2011, 2012 and 2013, the parent Company and its subsidiaries have been subjected to tax auditing from an auditor in accordance with article 82 paragraph 5 of Law 2238/1994 and have received a "Tax Compliance Certification" with an unqualified opinion. It is noted that according to the tax provisions applicable on 31/12/2018, the uses up to 2012 are considered to be drawn.

For the fiscal years 2014, 2015, 2016 & 2017, the parent Company and its subsidiaries that are tax audited in Greece have been subjected to tax auditing from an auditor in accordance with article 65A para 1 of Law 4174/2013 and have received a "Tax Compliance Certification" with an unqualified opinion. It should also be noted that for the fiscal years 2016 onwards, the tax audit and the issuance of a Certificate of Tax Compliance by the statutory auditors are optional. The Group and the Company have opted for continued audit by the statutory auditors.

For the fiscal year 2018, the parent Company and its subsidiaries that are tax audited in Greece have been subjected to tax auditing from an auditor in accordance with Law 4174/2013 article 65A as it is amended and still in force . This control is in progress and the related tax certificate is projected to be provided after the publication of the interim condensed financial statements of first half of 2019. The Group's management believes that upon completion of the tax audit no additional tax liabilities will be occur that will have substantial impact beyond those recognized and reported in the financial statements.

The Group consolidates the following associates using the equity method:

ATHENS CAR PARKS S.A., Athens
25,32%
ATTICA DIODIA S.A., Athens
34,22%
ATTIKI ODOS S.A., Athens
34,21%
POLISPARK S.A., Athens
28,76%
3G S.A., Athens
50,00%
CAR PARK Ν.SMIRNI S.A., Athens
20,00%
LEISURE PARKS S.A.(ΚΑΝΟΕ‐KAYAK), Athens
29,70%
CYCLADES ENERGY CENTER S.A., Athens
45,00%
SC ORIOL REAL ESTATE SRL, Romania
50,00%
SALONICA PARK S.A., Athens
24,70%
AEGEAN MOTORWAY S.A., Larissa
23,61%
GEFYRA OPERATION S.A., Athens
21,55%
GEFYRA S.A., Athens
20,53%
PIRAEUS ST.NICOLAS CAR PARK S.A., Athens
48,62%
MARINA LIMASSOL S.A., Limassol
33,50%
METROPOLITAN ATHENS PARK S.A., Athens
22,91%
STARWARE ENTERPRISES LTD, Cyprus
50,00%
ELIX S.A., Athens
31,97%
VAKON SA, Greece
25,00%
VIOENERGEIA S.A., Greece
45,00%
ILIA WASTE MANAGEMENT PPP, Greece
33,33%
ILIA WASTE MANAGEMENT OPERATION, Greece
33,33%
5Ν S.A., Athens 45,00%

In 2019, the companies "Ilia Waste Management PPP" and "Ilia Waste Management Operation" were established for the purpose of waste management and which as of 30/06/2019 have not yet developed any activity.

Joint arrangements (construction consortia or companies) which the parent Company or its subsidiaries participate in, are consolidated with the method of proportional consolidations in the financial statements of the parent Company, or its subsidiaries respectively. The total participations in joint arrangements (construction consortia) are as follows:

Proportionate consolidation

1. J/V J&P – AVAX S.A. – ETETH S.A., Athens (SMAEK) 100.00%
2. J/V J&P – AVAX S.A. – ETETH S.A., Athens (Suburban Railway) 100.00%
3. J/V J&P‐AVAX S.A. – "J/V IMPREGILO SpA –J&P‐AVAX S.A.‐ EMPEDOS S.A.",
Athens
66.50%
4. J/V AKTOR S.A. – J&P – AVAX S.A. – ALTE S.A. – ΑΤΤΙΚΑΤ S.A. ‐ ETETH S.A. –
PANTECHNIKI S.A. – EMPEDOS S.A., Athens
30.84%
5. J/V J&P‐AVAXS.A. – EKTER Α.Ε – KORONIS S.A., Athens 36.00%
6. J/V J&P‐AVAX S.A.‐ VIOTER S.A., Athens 50.00%
7. J/V J&P AVAX S.A. – INTL TAPESTRY CENTRE, Athens 99.90%
8. J/V ETETH S.A. – J&P‐AVAX S.A. – TERNA S.A. – PANTECHNIKI S.A., Athens 47.00%
9. J/V TOMES S.A. – ETETH S.A., Chania 50.00%
10. J/V AKTOR Α.Τ.Ε – AEGEK S.A. – J&P‐AVAX S.A. – SELI S.p.A, Athens 20.00%
11. J/V "J/V AKTOR SA – DOMOTEXNIKH S.A. THEMELIODOMI S.A." – TERNA S.A –
ETETH S.A., Salonica
25.00%
12. J/V J&P AVAX S.A. – FCC CONSTRUCCION S.A, Athens 49.99%
13. J/V ETETH SA – GANTZOULAS SA – VIOTER SA, Athens 40.00%
14. J/V APION KLEOS (ELEFSINA‐PATRA), Elefsina 21.00%
15. J/V J&P AVAX SA – EKTER SA, Athens 50.00%
16. J/V CONSTRUCTION MALIAKOS – KLEIDI, Larissa 20.70%
17. J/V MAINTENANCE ATT.ODOS, Athens 30.84%
18. J/V SUBURBAN RAILWAY, SKA PIRAEUS, PHASE B', Athens 33.33%
19. J/V ERGOTEM ATEVE – ASTOR S.A. – ETETH S.A., Athens 15.00%
20. J/V AKTOR – J&P‐AVAX OTE NETWORKS, Athens 50,00%
21. J/V AKTOR – J&P‐AVAX – INTRAKAT (Road Line Tripoli‐Kalamata‐Moreas), Athens 15,00%
22. J/V AKTOR – J&P‐AVAX, Athens (Maintenance of National Natural Gas Network) 50,00%
23. J/V AKTOR – J&P‐AVAX, Athens (Technical Support of Public Natural Gas Co) 50,00%
24. J/V J&P‐AVAX – GHELLA SpA, Piraeus 60,00%
25. J/V AKTOR SA – J&P‐AVAX SA., Athens (New Maintenance of Attiki Odos) 34,22%
26. J/V AKTOR SA – J&P‐AVAX SA., Achaia (Panagopoula) 33,91%
27. J/V AKTOR SA – J&P‐AVAX SA – TERNA SA, Athens (Tithorea‐Domokos) 33,33%

28. J/V AKTOR SA – J&P‐AVAX SA – TERNA SA, Athens (Tithorea‐Domokos‐Sub
Project D, Bridge) 31,00%
29. J/V AKTOR SA – J&P‐AVAX SA (Technical Support DEPA – 2) , Athens 50,00%
30. J/V AKTOR SA – J&P‐AVAX SA (Construction of Gas Networks), Athens 50,00%
31. J/V AKTOR SA – J&P‐AVAX SA (Attica Gas Networks & Pipelines), Attica 60,00%
32. J/V AKTOR SA – J&P‐AVAX SA (White Regions), Athens 50,00%
33. J/V J&P‐AVAX SA – TERNA SA – AKTOR ATE – INTRAKAT SA (Mosque), Athens 25,00%
34. J/V J&P‐AVAX SA – TASK J&P‐AVAX SA (ISP), Athens 100,00%
35. J/V AKTOR SA‐ATHENA SA (D‐1618), Psitallia 30,00%
36. J/V AVAX SA – AKTOR SA (Gas Projects, PUBLIC GAS NETWORK OPERATION) 50,00%
37. J/V AVAX SA – MESOGEIOS SA‐AAGIS SA (ILIA WASTE TREATMENT) 33,33%
38. BONATTI J&P‐AVAX Srl, Italy 45,00%
39. J/V J&P – AND J&P – AVAX GERMASOGEIA, Cyprus 75.00%
40. J/V J&P AVAX S.A – J&P Ltd (Vassilikos), Cyprus 75.00%
41. J&P AND J&P AVAX J/V – QATAR BUILDING, Cyprus 45.00%
42. AVAX‐J&P LTD‐CYBARCO MARINA LIMASSOL J/V, Cyprus 55,00%
43. J/V QUEEN ALIA AIRPORT, Jordan 50.00%
44. AVAX SA – TERNA J/V MEDITERRANEAN CITY OF DREAMS 60,00%
45. J/V ATHENA SA – AKTOR ("MACEDONIA" AIRPORT), Thessaloniki 70,00%
46. J/V ATHENA SA‐FCC SA , Igoumenitsa 50,00%
47. J/V ATHENA SA – THEMELIODOMI SA‐ATTIKAT SA (HERMES), Athens 33,33%
48. J/V MICHANIKI SA – ATHENA SA (MPC), Athens 50,00%
49. J/V PROODEUTIKI SA‐ATHENA SA (CRAIOVA), Romania 35,00%
50. J/V AKTOR SA – ATHENA SA – GOLIOPOULOS (A‐440), Psytallia 48,00%
51. J/V ARCHIRODON – ERGONET (indirect participation), Athens 22.95%
52. J/V TSO‐ARCHIRODON ‐ ERGONET (indirect participation), Athens 25.50%
53. J/V D.SIRDARIS & CO – ERGONET (indirect participation), Athens 15.30%
54. J/V PROET SA – ERGONET SA (indirect participation), Athens 25.50%
55. J/V ERGONET SA – PROET SA (KOS) (indirect participation), Athens 25,50%
56. J/V EURARCO SA – ERGONET SA (SPERCHEIOS) (indirect
participation), Athens
7,65%

The following Joint Arrangements are not included in current period's financial statements in comparison with those of previous one because the projects are now completed:

  1. J/V AKTOR – J&P‐AVAX, Athens (Attica Natural Gas Network) 50,00%

C.2a. Property, Plant & Equipment, Investment Property (I.A.S. 16)

Group Management has utilised the basic valuation method (at acquisition cost, less accumulated amortisation and impairments), as per IAS 16, for classifying operating fixed assets (Technical Equipment, Vehicles, Furniture and other Equipment).

The revaluation method was chosen by management for classifying land and fixtures.

Revaluation Model

Upon recognition as an asset, a fixed asset whose fair value may be estimated reliably may be revalued, to reflect the fair value at recognition date less any subsequent accumulated impairment of value.

The fair value of land and buildings is usually appraised by auditor‐valuators. The fair value of equipment and fixtures is usually their acquisition price.

When tangible fixed assets are revalued, the entire class of similar assets should be revalued.

When the book value of a fixed asset increases as a result of revaluation, the increase is credited directly into the Equity as a Revaluation Surplus.

Increases in value due to revaluation will be recognised through the Income Statement to the extend it reverses an earlier impairment of the same asset, charged in the Income Statement.

Should the book value of an asset be reduced as a result of a revaluation, the decrease in value should be charged in the Income Statement. If a revaluation surplus for that asset exists in Equity, the decrease will be charged directly into Equity up to the value of that surplus. Revaluation surpluses in Equity are transferred to Retained Earnings as soon as the fixed assets are sold or derecognized. Tax effects on the revaluation of tangible fixed assets are recognised and disclosed according to IAS 12 Income Tax.

The initial implementation of a tangible fixed asset revaluation policy is treated as a revaluation according to IAS 16, not IAS 8.

While applying I.A.S. 36 (on Impairment of Assets), on each reference date Group management effectively estimates whether its asset base shows signs of impairment, comparing the residual value for each asset against its book value.

Subsequent expenditure on fixed assets already appearing on the Company's books are added to that asset's book value only if they increase its future economic benefits. All expenditure (maintenance, survey etc.) for assets not increasing their future economic benefits are realised as expenses in the financial period incurred.

Expenditures incurred for a major repair or survey of a fixed asset are realised as expenses in the financial period in which they are incurred, except when increasing the future economic benefits of the fixed asset, in which case they are added to the book value of the asset.

Depreciation of tangible fixed assets (excluding land which is not depreciated) is calculated on a straight‐ line basis according to their useful lives. The main depreciation rates are as follows:

Operating Property 3%
(buildings)
Machinery 5.3% ‐ 20%
Vehicles 7.5% ‐ 20%
Other equipment 15% ‐ 20%

Residual values and useful lives of tangible fixed assets are subject to revision on balance sheet date. When the book value of fixed tangibles exceeds their recoverable value, the difference (impairment loss) is directly charged as an expense item in the Income Statement.

When disposing of tangible fixed assets, the difference between the revenue from the sale and the book value of the assets is realised as profit or loss in the Income Statement.

Own‐produced fixed tangibles constitute an addition to the acquisition cost of the assets in the form of direct cost of personnel participating in their production (including related employer's social security contributions), cost of materials and other general expenses.

C.2b. Investment Property (IAS 40)

For investment property, management has opted to apply the method of revaluation (fair values), based on IAS 40.

Management believes that the use of fair values in appraising investment property provides reliable and more pertinent information, because it is based on updated prices.

C.3. Intangible Assets (I.A.S. 38)

These expenses should be amortised during the financial period in which they are incurred. Only expenses meeting the criteria of I.A.S. 38.18 are capitalized, such as expenses for computer software and licences. Long‐term expenses not meeting the criteria of I.A.S. 38.18 are written off in applying IFRS. Intangible assets include software licences.

C.4. Impairment of Assets (I.A.S. 36)

i) Goodwill

Goodwill represents the additional price paid by the Group for the acquisition of new subsidiaries, joint ventures, and associates. It arises from the comparison of the price paid for the acquisition of a new company with the proportion of the group share to the fair value of the net assets, during the acquisition date. The arisen goodwill from the acquisition of the new subsidiaries and joint ventures is recognized to intangible assets. Every year impairment test for the goodwill is conducted, which decreases the original amount as it is recognized in the balance sheet. During the calculation of profit or loss arisen from participation disposal, the relevant (if any) goodwill is taken under consideration of the disposed company.

For an easier processing of impairment tests, goodwill is allocated to Cash Generating Units (CGU's). The CGU is the smallest identifiable unit of assets which creates independent cash flows and represents the level at which the Group collects and presents the financial data for reasons of internal information. The impairment for the goodwill, is determined from the calculation of the recoverable amount of the CGU's with which the goodwill is connected. Impairment loss which is related with goodwill cannot be reversed in future periods. The Group conducts the annual test for goodwill impairment at 31 December of each accounting period.

In case that the fair value of net assets of a company during the acquisition date is higher than the price paid for the acquisition, negative goodwill is recognized (income), which goes directly in the Income Statement.

I.A.S. 36 applies for the impairment of subsidiaries acquisition or I.A.S. 39 for participation to associates, and other participating interest companies.

ii) Other Assets

Assets with an infinite useful life are not depreciated and are subject to annual review for impairment, whenever events take place showing their book value is not recoverable. Assets being depreciated are subject to review of their value impairment when there are indications that their book value shall not be recovered.

Net Selling Price (NSP) is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable willing parties, less the costs of disposal. Value in use is the present value of

estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. At each balance sheet date, management assess whether there is an indication of impairment as required by I.A.S. 36, requiring that the book value of assets does not exceed their recoverable amount. Recoverable amount is the highest between Net Selling Price and Value in Use.

This evaluation also takes into account all available information, either from internal or external sources. Impairment review is applied on all assets except for inventories, construction contracts, deferred tax receivables, financial assets falling under I.A.S. 39, investment property and non‐current assets classified as being held for disposal.

Impairment losses are charged in the Income Statement.

C.5. Inventories (I.A.S. 2)

On Balance Sheet date, inventories are valued at the lowest between cost and Net Realisable Value (NRV). NRV is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. Inventory cost does not include financial expenses.

C.6. Financial Instruments: Presentation (IAS 32)

The principles in this Standard complement the principles for recognising and measuring financial assets and financial liabilities in IAS 39 Financial Instruments: Recognition and Measurement.

This Standard is concerned with the classification of financial instruments into financial assets, financial liabilities and equity instruments, as well as the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities should be offset.

A financial instrument is any contract that simultaneously gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

C.7. Financial Instruments: Disclosures (IFRS 7)

IFRS 7 refers to all risks arising from all financial instruments, except those instruments specifically excluded (e.g. interests in subsidiaries, associates and joint ventures, etc.). The objective of the disclosures is to provide an overview of the Group's use of financial instruments and its exposure to risks they create. The extent of the disclosure required depends on the extent of the Company's use of financial instruments and its exposure to risk. The Group and Company apply IFRS 7 from January 1st, 2007.

C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37)

Provisions are recognized when the Group faces legal or substantiated liabilities resulting from past events, their settlement may result in an outflow of resources and the amount of the liability can be reliably estimated. Provisions are reviewed on Balance Sheet date and adjusted to reflect the present value of the expense estimated for settling the liability. Contingent liabilities are not recognized in the financial statements but nevertheless are disclosed in the accompanying notes, except when the probability of an outflow of resources is minimal. Contingent assets are not recognized in the financial statements, but are disclosed in the notes, provided an inflow of economic benefits is probable.

C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20)

The Group recognizes government grants (subsidies) only when there is reasonable assurance that:

  • a) the enterprise will comply with any conditions attached to the grants,
  • b) the grant is likely to be received.

Subsidies are entered in the company's books at their fair value and recognized on a consistent basis as revenue, in accordance with the principle of matching the receipts of subsidies with the related expenses.

Subsidies on assets are included in long‐term liabilities as deferred income and recognized on a consistent basis as revenues over the expected useful life of the assets.

C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21)

The financial statements of all Group companies are prepared using the currency of the economic area which the Group mainly operates in (operating currency). Consolidated financial reports are denominated in euros, the operating and presentation currency of the parent Company and its subsidiaries.

Transactions in foreign currency are converted in the operating currency according to the going foreign exchange rates on the date on which transactions take place.

Profit and losses from foreign exchange differences arising from settlement of transactions in foreign currency during the financial reporting period and the conversion of monetary items denominated in foreign currency according to the going exchange rates on balance sheet date are recognised in the Income Statement. Foreign exchange adjustments for non‐monetary items valued at fair value are considered part of the fair value and are therefore treated as differences in fair value.

C.11. Earnings per share (I.A.S. 33)

Expenses incurred due to the issue of new shares appear below the deduction of related income tax, reducing the net proceeds from the issue. Expenses incurred due to the issue of new shares to finance the acquisition of another company are included in the target company's total acquisition cost.

C.12 Dividend Distribution (I.A.S. 10)

Dividend distribution to the parent's shareholders is recognized as a liability in the consolidated financial statements at the date that the distribution is approved by the General Meeting of Shareholders.

C.13. Income Taxes & Deferred Tax (I.A.S. 12)

Income tax expenses appearing in the Income Statement include both tax for the period and deferred tax, which correspond to tax charges or tax returns arising from benefits realized within the reporting period in question but booked by the tax authorities in earlier or later reporting periods. Income tax is recognized in the Income Statement for the reporting period, except for tax relating to transactions directly charged against shareholders' funds; in that case, income tax is similarly charged directly against shareholders' funds.

Current income tax includes short‐term liabilities and/or receivables from the tax authorities related to payable tax on the taxable income of the reporting period, as well as any additional income tax from earlier reporting periods.

Current tax is calculated according to the tax rates and fiscal legislation applied on each reporting period involved, based on the taxable income for the year. All changes in short‐term tax items listed on either side of the balance sheet are recognized as part of the tax expense in the Income Statement.

Deferred income tax is calculated by means of the liability arising from the temporary difference between book value and the tax base of asset and liabilities. No deferred income tax is entered when arising from the initial recognition of assets or liabilities in a transaction, excluding corporate mergers, which did not affect the reported or taxable profit / loss at that time.

Deferred tax income and liabilities are valued according to the tax rates expected to apply in the reporting period in which the receipt or payment will be settled, taking into account the tax rates (and fiscal laws) introduced or in effect until the reporting date. The tax rate in effect on the day following the reporting date is used whenever the timing of reversal of temporary differences cannot be accurately determined.

Deferred tax receivables are recognized to the extent in which taxable profits will arise in the future while making use of the temporary difference which gives rise to the deferred tax receivable.

Deferred income tax is recognized for the temporary differences arising from investments in subsidiaries and affiliates, excluding those cases where de‐recognition of temporary differences is controlled by the Group and temporary differences are not expected to be derecognized in the foreseeable future.

Most changes in deferred tax receivables or liabilities are recognised as tax expenses in the Income Statement. Only changes in assets or liabilities affecting temporary differences (e.g. asset revaluations) which are recognized directly against the Group's shareholders' funds do result in changes in deferred tax receivables or liabilities being charged against the relevant revaluation reserve.

C.14. Personnel Benefits (I.A.S. 19)

Short‐term benefits:

Short‐term benefits to personnel (excluding termination benefits) in money and in kind are recognized as an expense when deemed payable. Portions of the benefit yet unpaid are classified as a liability, whereas if the amount already paid exceeds the benefit then the company recognizes the excess amount as an asset (prepaid expenses) only to the extent to which the prepayment will result in a reduction in future payments or to a fund return.

Retirement benefits:

Benefits at retirement from service include a defined contribution plan as well as a defined benefit plan.

Defined Contribution Plan:

According to the plan, the company's legal liability is limited to the amount agreed for contribution to the institution (social security fund) managing employer contributions and handing out benefits (pensions, medical plans etc).

The accrued cost of defined contribution plans is classified as an expense in the corresponding financial reporting period.

Defined Benefit Plan:

The Company has legal liability for personnel benefits due to lay‐offs ahead of retirement date or benefits upon retirement from service, in accordance with pertinent legislation.

The Projected Unit Credit Method is used to calculate the present value of defined benefit obligations, the related current cost of services and the cost of services rendered which is the accrued services method, according to which benefits are paid at the financial periods in which the retirement benefit liability is founded. Liabilities arise while employees provide services qualifying for retirement benefits.

The Projected Unit Credit Method therefore requires that benefits are paid in both the current reporting period (to calculate the current cost of services) and in the current and past reporting periods (to calculate the present value of defined benefit obligations).

Despite the fact that remaining in service with the Company is a prerequisite for receiving benefits (ie benefits cannot be taken for granted by employees), liabilities are calculated using actuarial methods as follows:

Demographic Assumptions: Personnel Turnover (Staff Resignations / Staff Lay‐offs), and

Financial Assumptions: discount rate, future salary levels (calculated using government bond yield of equal maturities) and estimated future changes in state benefits affecting payable benefits.

C.15. Leases (I.A.S. 17)

Leases (operating and financial) are recognized in the Statement of Financial Position as a right to use an asset and a lease obligation on the date that the leased asset becomes available for use. Each lease is divided between the lease liability and the interest, which is charged to the results throughout the term of the lease, in order to obtain a fixed interest rate on the balance of the financial liability in each period.

Subsequent measurement

Subsequent measurement of asset use right

After the lease date commencement, the Group measures the right to use the asset in the cost model: (a) less any accumulated depreciation and impairment losses, and (b) adjusted for any subsequent lease measurement, applies the requirements of IAS 16 regarding the depreciation of the right to use an asset, which it examines for impairment.

Subsequent measurement of the lease liability

Following the effective date of the lease period, the Group measures the lease liability as follows: (a) increasing the carrying amount to reflect the financial cost of the lease; (b) reducing the carrying amount to reflect the lease. and (c) remeasuring the carrying amount to reflect any revaluation or modification of the lease. The financial cost of a lease liability is allocated during the lease period in such a way as to give a fixed periodic rate of interest on the outstanding balance of the liability. After the effective date of the lease period, the Group recognizes profit or loss (unless costs are included in the carrying amount of another asset for which other relevant Standards are applied) and the following two elements: (a) the financial cost of the lease obligation; and (b) variable lease payments that are not included in the measurement of the lease liability during the period in which the event that triggers those payments is made.

C.16. Borrowing Cost (I.A.S. 23)

Borrowing cost refers to interest charged on debt, as well as other expenses incurred by the company in securing that debt.

Included in borrowing costs are:

  • ‐ Interest expenses on short‐term and long‐term bank loans, as well as overdraft interest charges
  • ‐ Amortisation of par discount arising from bond loan issues
  • ‐ Amortisation of additional expenses incurred in securing a loan
  • ‐ Financial expenses from financial leases, as defined in I.A.S. 17
  • ‐ Foreign exchange adjustments, to the extent that they constitute a financial expense

Borrowing costs that can be allocated directly in acquisition, construction or production of an asset which fulfils the requirements should be capitalized.

C.17. Operating Segments (I.F.R.S. 8)

The Group recognises the sectors of constructions, concessions, energy and other activities as its primary business operating segments. It also recognizes Greece and international markets as its secondary operating geographic segments. Those operating segments are used by Management for internal purposes and strategic decisions are taken on the basis of the adjusted operating results of each segment, which are used to measure their performance.

C.18. Related Party Disclosures (I.A.S. 24)

Related party disclosures are governed by I.A.S. 24 and refer to transactions between a company reporting its financial statements and other related parties. The main issue is the economic substance of transactions, as opposed to their legal form.

A company is considered a related party to a reporting company if:

  • a) It is directly or indirectly via intermediaries in control, or controlled by or under joint control of the reporting company
  • b) It controls an equity stake in the reporting company which grants substantial control, or joint control of the reporting company
  • c) It is an associate, as defined in IAS 28
  • d) It is a joint venture, as defined in IAS 31
  • e) It is a key member of the top management team (Board of Directors) of the reporting company or its parent firm
  • f) It is closely related family‐wise to any person matching the first and fourth case noted above
  • g) It is a company controlled (or under joint control or under substantial influence) by a person matching the fourth and fifth case noted above
  • h) It is has an employee defined benefit plan in place, where those eligible for receiving the benefits are either the reporting company or the employees of the reporting company

Related party transaction is any transfer of resources, services or liabilities between related parties, irrespective of the payment of a price in return.

C.19. Revenue from contracts with customers (IFRS 15)

The standard establishes a five‐step model for determining revenue from customer contracts.

  1. Identify the contract with the client.

    1. Determination of enforcement obligations.
    1. Determination of the transaction price.
    1. Allocation of the transaction price to the contractual obligations.
    1. Recognition of revenue when or when an entity fulfills its obligation to execute.

In accordance with IFRS 15, revenue is recognized at the amount that an entity expects to be entitled to in return for the transfer of goods or services to a customer. The standard also specifies the accounting for the additional costs of obtaining a contract and the direct costs required to complete the contract.

Revenue is the amount that an entity expects to be entitled to in return for the goods or services it has transferred to a customer, excluding amounts collected on behalf of third parties (value added tax, other sales taxes). Variable amounts are included in the price and are calculated either by the "expected value" method or the "most probable amount" method.

An entity recognizes revenue when (or as it) satisfies a contractual obligation by transferring the goods or services promised to the customer. The customer acquires control of the good or service if he is able

to direct the use and derive substantially all the financial benefits from that good or service. The control is transferred over a period or at a specific time.

Revenue from the sale of goods is recognized when control of the good is transferred to the customer, usually upon delivery, and there is no unfulfilled obligation that could affect the customer's acceptance of the good.

Revenue from the provision of services is recognized in the accounting period in which the services are provided and measured according to the nature of the services provided, using either out put methods or in put methods.

A customer's receivable is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations to the customer. A contractual asset is recognized when the Group and the Company have satisfied its obligations to the customer before the customer pays or the payment becomes due, for example when the goods or services are transferred to the customer prior to the Group's right to invoicing.

A contractual liability is recognized when the Company and the Group receive a payment from the customer (prepayment) or when they retain a right that is unconditional (deferred income) before the performance of the contract obligations and the transfer of the goods or services. The contractual liability is derecognised when the obligations of the contract are executed and the income is recorded in the income statement.

The Group is active in the fields of Construction, Concessions, Energy Trading and Real Estate Investments. In the context of assessing the impact of applying IFRS. 15, the Group divided its revenues into revenues from construction and maintenance contracts, revenues from the sale of goods, revenues from electricity trading and other income.

C.20. Significant accounting estimates and judgments

The preparation of the financial statements requires management to make estimations and judgments that affect the reported disclosures. On an ongoing basis, management evaluates its estimates, the most important of which are presented below. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These management's estimation and assumptions form the bases for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

C.20.1 Impairment of goodwill and other non‐financial assets

Management tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in paragraph C.4.i. The recoverable amounts of cash‐generating units have been determined based on value‐in‐use calculations. The basic assumptions that are used in the calculations are explained further in note 12. These calculations require the use of estimates which mainly relate to future earnings and discount rates. Non‐financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the accounting policy stated in paragraph C.6.

C.20.2 Income taxes

Group entities are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such

differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

C.20.3 Deferred tax assets

Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details on taxes are disclosed in note 19.

C.20.4 Asset lives and residual values

Property, plant and equipment (PPE) are depreciated over their estimated useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors.

C.20.5 Allowance for net realizable value of inventory

The allowance for net realizable value of inventory, in accordance with the accounting policy as stated in paragraph C.5, represents management's best estimate, based on historic sales trends and its assessment on quality and volume, of the extent to which the stock on hand at the reporting date will be sold below cost.

C.20.6 Allowance for doubtful accounts receivable

The Group's management periodically reassess the adequately of the allowance for doubtful accounts receivable using parameters such as its credit policy, reports from its legal counsel on recent developments of the cases they are handling, and its judgment/estimate about the impact of other factors affecting the recoverability of the receivables.

C.20.7 Provision for staff leaving indemnities

The cost for the staff leaving indemnities is determined based on actuarial valuations. The actuarial valuation requires management making assumptions about future salary increases, discount rates, mortality rates, etc. Management, at each reporting date when the provision is re‐examined, tries to give its best estimate regarding the above mentioned parameters.

C.20.8 Contingent liabilities

The existence of contingent liabilities requires from management making assumptions and estimates continuously related to the possibility that future events may or may not occur as well as the effects that those events may have on the activities of the Group.

C.20.9 Revenue from Contracts with Customers (IFRS 15)

Whenever the financial result of a contract may be estimated with reliability, the income and expenses of the contract are recognized during the life of the contract respectively as income and expenses. Income is only recognized to the extent that the cost arising from the contract may be recovered, while that cost is recognized as an expense in the period in which it arose.

C.20.10 Joint Arrangements (IFRS 11)

The factors examined by the Group to assess whether a company is a joint arrangement, include the structure, the legal form, the contractual agreement and other facts and conditions.

C.20.11 Fair Value measurement (IFRS 13)

A number of assets and liabilities included in the Group's financial statements require measurement at, and / or disclosure of, fair value. The Group measures a number of items at fair value (see Note 40):

  • * Tangible Fixed Assets & Property for Investment
  • * Financial Assets available for Sale
  • * Long‐Term and Short‐Term Loans
  • * Derivative Financial Instruments

C.20.12 Derivative financial instruments and hedging activities

Group Companies consider, as applicable, entering into derivative financial instrument contracts with the aim of hedging their exposure to interest rate risk deriving from long‐term loan agreements. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This procedure includes linking all derivatives defined as hedging instruments to specific asset and liability items or to specific commitments or forecast transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Any changes in the value of the derivative that does not meet the recognition criteria as a hedging instrument are recognized in the income statement. The estimated fair value is calculated on the basis of current prices. The total fair value of hedging derivatives is classified as equity.

Cash flow hedge

Derivative assets are initially recognized at fair value as of the date of the relevant agreement. The portion of change to the derivative's fair value considered effective and meeting the cash flow hedging criteria is recognized in other comprehensive income. Profit or loss associated with the non‐effective portion of change is directly recognized in the Income Statement, under "Finance income" or "Finance cost ). Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects the profit or loss of the period. Profit or loss associated with the effective portion of the hedging of floating interest rate swaps is recognized in the Income Statement under "Finance income" or "Finance cost". However, when a prospective transaction to be hedged results in the recognition of a non‐financial asset (such as inventory or PPE), then profit or losses previously recognized in equity are transferred from Equity and are accounted for at the initial cost of such asset. The deferred amounts are ultimately recognized in cost of goods sold in the case of inventory or in depreciation in the case of fixed assets. When a hedging instrument expires or it is sold, or when a hedging relation no longer meets the criteria of hedge accounting, the cumulative profit or loss recorded to that time under Equity remain in Equity and are recognized when the prospective transaction is ultimately recognized in the Income Statement. When a prospective transaction is no longer expected to occur, the cumulative profit or loss recognized in Equity is directly transferred to the Income Statement under "Other operating profit/(loss)".

D. Significant Accounting Policies

The Group and the Company applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2018 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2019.

However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's and the Company's financial position and performance since the last annual financial statements.

IFRS IASB Effective Date
IFRS 16 Leases 1 January 2019
IFRIC 23 Uncertainty over Income Tax Treatments 1 January 2019
IFRS 9 (2014) Financial Instruments (Amendment – Prepayment Features with
Negative Compensation and Modification of Financial Liabilities)
1 January 2019
IAS 28 Investments in Associates and Joint Ventures (Amendment – Long‐term 1 January 2019

New and amended standards adopted by the Group

Interests in Associates and Joint Ventures)
Annual Improvements to IFRSs 2015 – 2017 Cycle 1 January 2019
IAS 19 Employee Benefits (Amendment – Plan Amendment, Curtailment or
Settlement)
1 January 2019

Only the application of IFRS 16 resulted in the accounting changing applied by the Group and the Company. Details of the impact IFRS 16 have had are given below. Other new and amended standards and Interpretations issued by the IASB that will apply for the first time in the next annual financial statements are not expected to impact the Group and the Company as they are either not relevant to the activities or require accounting which is consistent with the current accounting policies.

Changes in accounting policies

IFRS 16 Leases

IFRS 16 has replaced IAS 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease. IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17, with the distinction between operating leases and finance leases being retained. The Group and the Company does not have significant leasing activities acting as a lessor.

Transition Method and Practical Expedients Utilised

The Group and the Company adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (1 January 2019), without restatement of comparative figures.

The Group and the Company elected to apply the practical expedient to not reassess whether a contract is, or contains a lease at the date of initial application. Contracts entered into before the transition date that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. The definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after 1 January 2019.

IFRS 16 provides for certain optional practical expedients, including those related to the initial adoption of the standard. The Group and the Company applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

  • Apply a single discount rate to a portfolio of leases with reasonably similar characteristics;
  • Exclude initial direct costs from the measurement of right‐of‐use assets at the date of initial application for leases where the right‐of‐use asset was determined as if IFRS 16 had been applied since the commencement date;
  • Reliance on previous assessments on whether leases are onerous as opposed to preparing an impairment review under IAS 36 as at the date of initial application; and
  • Applied the exemption not to recognise right‐of‐use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application.

As a lessee, The Group and the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under IFRS 16, the Group and the Company recognize right‐of‐use assets and lease liabilities for most leases. However, The Group and the Company have elected not to recognise right‐of‐use assets and lease liabilities for some leases of low value assets based on the value of the underlying asset when new or for short‐term leases with a lease term of 12 months or less.

On adoption of IFRS 16, the Group recognised right‐of‐use assets and lease liabilities in relation to leases of Fields‐Lots, Buildings and Αutomobiles, which had previously been classified as operating leases.

The lease liabilities were measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate as at 1 January 2019. The Group's incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted‐average rate applied was in the range between 4% ‐ 5%.

The following table presents the impact of adopting IFRS 16 on the statement of financial position as at 1 January 2019:

Group
31.12.2018 IFRS 16 IFRS 16 01.01.2019
Published Recognition Reclassification Restated
ASSETS
Property, Plant and Equipment 120.187.673 43.821.890 5.000.000 169.009.563
Intangible assets 11.522.725 (5.000.000) 6.522.725
Total Non‐current Assets 588.327.293 43.821.890 632.149.183
Total Assets 1.116.438.647 43.821.890 1.160.260.537
Company
31.12.2018 IFRS 16 01.01.2019
Published Recognition Restated
ASSETS
Property, Plant and Equipment 69.935.945 805.667 70.741.612
Total Non‐current Assets 689.282.695 805.667 690.088.362
Total Assets 1.176.692.509 805.667 1.177.498.176
Group
31.12.2018 IFRS 16 01.01.2019
Published Recognition Restated
Non‐Current Liabilities
Debentures / Long term Loans 475.666.644 39.932.338 515.598.982
Total Non‐Current Liabilities 543.145.224 39.932.338 583.077.562
Current Liabilities
Bank overdrafts and loans 119.721.026 3.889.552 123.610.578
Total Current Liabilities 485.466.009
3.889.552
489.355.561
Total Liabilities 1.028.611.233 43.821.890 1.072.433.123
Company
31.12.2018 IFRS 16 01.01.2019
Published Recognition Restated
Non‐Current Liabilities

Debentures / Long term Loans 416.063.220 305.181 416.368.401

Reconciliation of Lease liabilities recognized on 01.01.2019 and Operating Lease commitments disclosed on 31.12.2018:

Group Company
Operating lease commitments disclosed on 31.12.2018 74.479.487 851.352
Discounted using the lessee's incremental borrowing rate on 1.1.2019 30.657.597 45.685
Lease liability recognized on 1.1.2019 43.821.890 805.667
Long Term Lease liability 39.932.338 305.181
Short Term Lease liability 3.889.552 500.486
Lease liability recognized on 1.1.2019 43.821.890 805.667

From the application of IFRS 16 in the statement of changes in equity the Group and the Company had no impact.

The recognised right‐of‐use assets relate to the following types of assets:

Group
30.06.2019 1.1.2019
Fields‐Lots 41.626.347 42.690.419
Buildings 281.506 299.807
Αutomobiles 705.717
831.664
42.613.570 43.821.890
Company
30.06.2019 1.1.2019
Fields‐Lots 419.343 488.831
Αutomobiles 257.636 316.835
676.979 805.667

Amortisation of right‐of‐use assets included in the statement of income for the period is € 1.343.861 for the Group and € 230.330 for the Company and finance expense on lease liabilities is € 1.086.473 for the Group and € 19.224 for the Company, respectively.

Significant Accounting Policies subsequent to Transition

All leases are accounted for by recognising a right‐of‐use asset and a lease liability except for:

  • Leases of low value assets; and
  • Leases with a term of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes:

  • amounts expected to be payable under any residual value guarantee;
  • the exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option;
  • any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

  • lease payments made at or before commencement of the lease;
  • initial direct costs incurred; and
  • the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right‐of‐use assets are amortised on a straight‐line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease.

New standards, amendments to standards and interpretations issued not yet effective, nor early adopted

Mandatorily effective for periods beginning on or after 1
January 2020
Mandatorily effective for periods
beginning on or after 1 January
2021
IFRS 3 Business Combinations (Amendment – Definition of
Business)
IFRS 17 Insurance Contracts*
IAS 1 Presentation of Financial Statements and IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors
(Amendment – Definition of Material)
Conceptual Framework for Financial Reporting (Amendments to

References to the Conceptual Framework in the IFRS Standards)

*In June 2019, the IASB issued an exposure draft to amend IFRS 17, including a deferral of its effective date to 1 January 2022.

The Group and the Company do not believe these standards and interpretations will have a material impact on the financial statements once adopted.

Use of estimates and judgements

There have been no material revisions to the nature and amount of estimates of amounts reported in prior periods except where the implementation of IFRS 16 discussed above requires a different approach to the accounting previously applied. Significant estimates and judgements that have been required for the implementation of these new standard are:

  • The determination of whether an arrangement contains a lease.
  • The determination of lease term for some lease contracts in which the Group and the Company are a lessee that include renewal options and termination options and the determination whether the Group and the Company are reasonably certain to exercise such option.
  • The determination of the incremental borrowing rate used to measure lease liabilities.

1α. Segment Reporting Primary reporting format ‐ business segments

The Group is active in 4 main business segments:

  • ‐ Construction
  • ‐ Concessions
  • ‐ Energy

‐ Other activities (Real estate development and other activities)

The figures per business segments for the period from January 1st to June 30th 2019 are as follows:

Construction Concessions Energy Other activities Total
Total gross sales per segment 279.470.617 2.557.009 53.534.469 7.535.168 343.097.263
Inter‐segment sales (26.151.743) (546.085) (1.314.328) (28.012.155)
Net Sales 253.318.874 2.557.009 52.988.384 6.220.840 315.085.107
Gross Profit/ (Loss) 22.824.714 (381.577) 1.607.220 1.382.281 25.432.638
Other net operating income/(expenses)
Impairment of investments/participations &
(354.839) (311.749) (41.897) 78.897 (629.588)
Write‐off of doubtful receivables & other
provisions
Administrative expenses / Selling &
Marketing expenses (8.864.482) (4.945.774) (2.424.164) (1.437.237) (17.671.657)
Income from sub‐debt 4.903.323 4.903.323
Income/(Losses) from Investments in
Associates
449.296 15.572.635 16.021.931
Profit/ (Loss) from operations 14.054.689 14.836.858 (858.841) 23.941 28.056.647
Profit/ (Loss) of other financial instruments
Interest
(38.517)
(12.837.947)
Profit/ (Loss) before tax 15.180.183
Tax (6.314.381)
Profit/ (Loss) after tax 8.865.802
Depreciation 6.465.951 916.889 624.344 363.415 8.370.599
EBITDA 20.520.63
9
15.753.748 (234.497) 387.356 36.427.246
The figures per business segments for the period from January 1st to June 30th 2018 are as follows:
Construction Concessions Energy Other activities Total
Total gross sales per segment 296.778.833 2.544.296 36.222.797 8.120.098 343.666.024
Inter‐segment sales (42.109.680) (506.751) (2.105.839) (44.722.270)
Net Sales 254.669.152 2.544.296 35.716.046 6.014.259 298.943.755
Gross Profit/ (Loss) 15.781.858 (421.614) 2.122.270 1.487.387 18.969.902
Other net operating income/(expenses)
Impairment of investments/participations &
(716.253) (6.797) 92.534 493.360 (137.157)
Write‐off of doubtful receivables & other
provisions
(544.515) (54.781) (599.295)
Administrative expenses / Selling &
Marketing expenses
(10.607.393) (2.916.732) (2.060.498) (1.530.231) (17.114.854)
Income from sub‐debt 2.717.163 2.717.163
Income/(Losses) from Investments in
Associates
56.122 12.305.461 37.834 12.399.417
Profit/ (Loss) from operations 3.969.820 11.677.481 99.525 488.350 16.235.176
Other financial results 99.917
Interests (11.610.591)
Profit/ (Loss) before tax 4.724.502
Tax (4.604.595)
Profit/ (Loss) after tax 119.907

Depreciation 4.504.829 102.655 20.000 188.047 4.815.531

EBITDA 9.019.163 11.780.136 174.306 676.397 21.650.002

The assets and liabilities of the business segment at 30 June 2019 are as follows:

Construction Concessions Energy Other activities Total
Assets (excluding investments in
associates)
993.259.818 51.571.004 61.626.396 37.805.606 1.144.262.824
Investments in associates 373.229.741 21.000 3.785.008 377.035.749
Investments in tangible fixed assets,
intangible and investment property
247.158.237 48.167.109 19.201.732 314.527.078
Total assets 1.366.489.559 51.592.004 61.626.396 41.590.614 1.521.298.573
Liabilities (1.281.120.432) (61.853.312) (51.929.214) (26.550.530) (1.421.453.488)
Debentures / Long term Loans (643.562.801) (35.432.148) (15.925.082) (14.379.901) (709.299.932)
Cash and cash equivalents 110.467.865 457.389 1.191.437 2.586.350 114.703.041
Net Debt / Available cash and cash
equivalents
(533.094.936) (34.974.759) (14.733.645) (11.793.551) (594.596.891)

The assets and liabilities of the business segment at 30 June 2018 are as follows:

Construction Concessions Energy Other activities Total
A
tsses (
l di excluding investments it in
associates)
683.526.123 55.661.614 47.350.738 44.249.028 830.787.503
Investments in associates 349.373.250 21.000 410.354 349.804.604
Investments in tangible fixed assets,
intangible and investment property
162.090.442 5.100.010 27.113.973 21.975.513 216.279.938
Total assets 1.032.899.373 55.682.614 47.350.738 44.659.382 1.180.592.107
Liabilities (939.749.474) (63.572.851) (41.347.225) (29.005.183) (1.073.674.733)
Debentures / Long term Loans (518.532.932) (42.984.016) (14.280.370) (17.320.632) (593.117.950)
Cash and cash equivalents 61.818.702 1.660.815 1.644.765 1.567.656 66.691.938
Net Debt / Available cash and cash
equivalents (456.714.230) (41.323.201) (12.635.605) (15.752.976) (526.426.012)

1b. Secondary reporting format ‐ Geographical segments

The group is active in 2 main Geographical segments

‐ Greece

‐ International Markets

The figures per segment for the period from January 1st to June 30th 2019 are as follows:

International
Greece Markets Total
Total gross sales per segment 138.159.670 204.937.593 343.097.263
Inter‐segment sales (3.861.820) (24.150.335) (28.012.155)
Net Sales 134.297.850 180.787.258 315.085.108
Gross Profit/ (Loss) (221.598) 25.654.236 25.432.638
Other net operating income/(expenses) (700.494) 70.905 (629.589)
Impairment of investments/participations & Write‐
off of doubtful receivables & other provisions
Administrative expenses / Selling & Marketing
expenses
(7.532.141) (10.139.516) (17.671.656)
Income from sub‐debt 4.903.323 4.903.323
Income/(Losses) from Investments in Associates 16.021.931 16.021.931
Profit/ (Loss) from operations 12.471.022 15.585.625 28.056.647
Profit/ (Loss) of other financial instruments (38.517) (38.517)
Interest (7.988.780) (4.849.167) (12.837.947)
Profit/ (Loss) before tax 4.443.725 10.736.458 15.180.183
Tax (1.164.204) (5.150.178) (6.314.381)
P
Profit/ (Loss) after tax
fit/ (L
) ft
t
3.279.521 5.586.280 8.865.802
Depreciation 5.487.483 2.883.116 8.370.599
EBITDA 17.958.50
5
18.468.741 36.427.246

The figures per segment for the period from January 1st to June 30th 2018 are as follows:

International
Greece Markets Total
Total gross sales per segment 204.475.145 139.190.879 343.666.024
Inter‐segment sales (11.081.559) (33.640.711) (44.722.270)
Net Sales 193.393.587 105.550.168 298.943.755
Gross Profit/ (Loss) 10.099.363 8.870.539 18.969.902
Other net operating income/(expenses) 51.415 (188.572) (137.157)
Impairment of investments/participations & Write‐
off of doubtful receivables & other provisions (599.295) (599.295)
Administrative expenses / Selling & Marketing
expenses (11.622.431) (5.492.423) (17.114.854)
Income from sub‐debt 2.717.163 2.717.163
Income/(Losses) from Investments in Associates 12.399.417 12.399.417
Profit/ (Loss) from operations 13.045.632 3.189.544 16.235.176
Profit/ (Loss) of other financial instruments 99.917 99.917
Interest (9.288.429) (2.322.162) (11.610.591)
Profit/ (Loss) before tax 3.857.120 867.382 4.724.502
Tax (5.489.334) 884.739 (4.604.595)
Profit/ (Loss) after tax (1.632.214) 1.752.121 119.907
Depreciation 4.041.32 4 041 327 774 204 774.204 4 815 531 4.815.531
EBITDA 17.686.254 3.963.748 21.650.002

The assets and liabilities of the business segment at 30 June 2019 are as follows:

Greece Other European
countries
Gulf and Middle
East countries
Consolidated data
Turnover excluding intra‐company
transactions
134.297.850 9.966.106 170.821.152 315.085.107
Non‐current assets (other than
deferred tax and financial assets)
415.045.336 4.140.433 86.350.068 505.535.837
Capital expenses 1.243.529 240.155 702.989 2.186.673

The assets and liabilities of the business segment at 30 June 2018 are as follows:

Greece Other European
countries
Gulf and Middle
East countries
Consolidated data
Turnover excluding intra‐company
transactions
193.393.587 6.933.947 98.616.221 298.943.755
Non‐current assets (other than
deferred tax and financial assets)
363.335.428 3.900.277 15.467.989 382.703.694
Capital expenses 8.593.489 8.593.489

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3. Investment Property

GROUP COMPANY
Land Buildings Total Land Buildings Total
Cost
Balance 31.12.2018 10.962.459 2.179.457 13.141.916 3.199.685 254.450 3.454.136
Additions during the 1.1‐30.06.2019 period 669.615 1.218.551 1.888.166
Disposals during the 1.1‐30.06.2019 period 465.502 1.078.482 1.543.984
Balance 30.06.2019 11.166.572 2.319.526 13.486.098 3.199.685 254.450 3.454.136
Balance 31.12.2018 10.962.459 2.179.457 13.141.916 3.199.685 254.450 3.454.136

4. Intangible Assets

Group

Other intangible Licence for power
Cost Software Assets stations Total
Balance 31.12.2018 3.416.605 7.026.200 6.210.638 16.653.443
IFRS 16 adoption on 1.1.2019:
Right of Use assets recognition (7.000.000) (7.000.000)
Restated cost including IFRS 16 on 1.1.2019 3.416.605 26.200 6.210.638 9.653.443
Acquisitions during the 1.1‐30.06.2019 period 99.506 569.846 669.352
Subsidiary acquisition 453.280 453.280
Transfers (428.284) (428.284)
Balance 30.06.2019 3.969.391 26.200 6.352.200 10.347.791
Accumulated Depreciation
Balance 31.12.2018 3.121.831 2.008.886 5.130.717
IFRS 16 adoption on 1.1.2019:
Right of Use assets recognition (2.000.000) (2.000.000)
Restated accumulated depreciation including IFRS 16 on
1.1.2019 3.121.831 8.886 0 3.130.717
Amortisation charge for the 1.1‐30.06.2019 period 66.669 524 67.193
Subsidiary acquisition 404.418 404.418
Net foreign currency exchange differences (21) (21)
Balance 30.06.2019 3.592.897 9.410 3.602.307
Net Book Value
Balance 30.06.2019 376.492 16.790 6.352.200 6.745.483
Balance 31.12.2018 294.773 5.017.314 6.210.638 11.522.725

Company

Other intangible
Cost Software Assets Total
Balance 31.12.2018 3.346.494 3.346.494
Acquisitions during the 1.1‐30.06.2019 period 90.555 90.555
Net foreign currency exchange differences (46) (46)
Balance 30.06.2019 3.437.003 3.437.003
Accumulated Depreciation
Balance 31.12.2018 3.148.060 3.148.060
Amortisation charge for the 1.1‐30.06.2019 period 33.591 33.591
Net foreign currency exchange differences (46) (46)
Balance 30.06.2019 3.181.605 3.181.605
Net Book Value
Balance 30.06.2019 255.398 255.398
Balance 31.12.2018 198.434 198.434

5. Concession value difference between the group and the company balance sheet

In the balance sheet of the parent company AVAX S.A., for analytical purposes, it is stated that the valuation of investments in concessions is carried on their fair value as indicated by the reports of third party Certified Auditors. In the AVAX Group balance sheet , these investments are consolidated using the equity method, minus the equities of less than 20% (Moreas Motorway and Olympia Odos, which are also depicted in the consolidated balance sheet at fair value). Therefore, the net fair value (after deduction of deferred tax) of the Concessions investment portfolio as of 30/06/2019 is equal to €79,7 mil (and €72 mil in the consolidated balance sheet as of 31/12/2018, accordingly) which is not depicted in the AVAX Group balance sheet, due to the fact that these investments are consolidated using the equity method.

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Investment in Concession at Fair Value 121.823.523 115.900.143 509.088.351 503.929.977
Deferred Tax (15.285.756) (14.133.334) (67.967.042) (68.164.691)
Concessions with the equity method 254.815.521 261.534.341
Investment in Concessions at Net Value 361.353.288 363.301.150 441.121.308 435.765.286

6. Clients and other receivables

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Receivables from clients 299.472.391 181.898.981 183.680.330 182.977.218
Other receivables 163.497.700 128.585.305 167.693.779 122.400.391
462.970.091 310.484.286 351.374.109 305.377.609

Receivables from clients for both group and the company include an invoiced amount of € 43.8 mil which is due for over three years and relates to part of invoiced amount for an energy project in Lebanon. A request for arbitration has been submitted for the total amount to the International Centre for Settlement of Investment Disputes (ICSID). Given the ongoing examination by the parties for the possibility of an amicable settlement of the dispute, the process relied on ICSID has been postponed until 31.01.2020. The estimate for the recoverability of the receivable amount on 30.06.2019 has not been changed compare to the respective estimate on 31.12.2018.

Other Debtors / Ongoing litigation

Regarding the pending court cases of the Company on 30.06.2019, arbitration decision 21/2005, which had obliged the parties to pay the Company €16.3 million plus interest for the equity deficit of "TECHNICAL UNION SA" which was absorbed by the Company, under the Decision of the Court of First Instance of Athens #2752/2010 was ordered to suspend the execution of the arbitration decision under article 938 of the Criminal Law Code until a decision is taken on the ordinary opposition that challenges the validity of the enforcement procedure, which was tried in March 2013. This decision of suspension is incorrect because it accepted that the Company misused its right to enforcement, which was repeatedly raised by the defendants and was dismissed, covered by the "res judicata".

The Company on 30.03.2011 requested the Court of First Instance of Athens to revoke this decision, reopening the road of enforcement, but this revocation application was rejected, and the progress of the enforcement would therefore be delayed by the March 2013 hearing, as part of the regular opposition. The case was adjudicated and a decision was issued by the First Instance Court of Athens, which also dismissed the objection of the Protopapas "family", so that the decision to suspend (5752/10) lost its validity and progress in enforcement is now possible.

Within the framework of this last possibility, after two suspensions at the Athens Peace Court, on 06.10.2015, ATHENA SA requested permission to sell by auction the shares of the Protopapas family members to satisfy its claim. At the same time, the Protopapas family house located in Kefalari, Kifissia (Pentelis 39 Street), has been seized, the Court having determined the value of this property at €5,000,000 and cleared it for auctioning.

A decision was taken by the Athens Court of Appeal (7/2016), which allowed the public auctioning of the shares and appointed a public notary to perform the auction (in the hands of the ATHEX as a third party). A lawsuit dated 08.01.2016 was notified to the Company for the recognition of the non‐existence of the Arbitration Decision 21/2005, which was scheduled to be heard on 03.11.2016 at the Athens Court of Appeal, but ultimately resigned from it.

The option to abandon the public auction of the shares was finally approved, due to the significant dilution of the stake of Athanasios Protopapas and Amalia Protopapas on the back of share capital increases which they did not participate in. Subsequently, a second action was filed to certify the recognition of non‐existence (not invalidity) of arbitration decision #21/2005, of similar content to the request of the first action, the application of which was resigned. The second action was discussed before the Athens Court of Appeal on 21.09.2017 and is reasonably expected to be rejected. Prior to this second lawsuit, ATHENA SA removed the existing foreclosure of the Athanasios Protopapas residence because there was a fear of being overthrown due to the fact that a year had passed since its imposition without being auctioned. To this extent, it imposed a new foreclosure, the relevant auction being set for 24.01.2018. An objection was brought against this foreclosure, which was tried on 13.03.2018 without, so far, any sign of application for suspension of the execution of the enforcement procedure, which implies that there is no obstacle to its enforcement. Though no official documents are available, it is speculated that Athanasios and Amalia Protopapas appealed against the decision of the Lower Court of Athens, which rejected their first action. However, this action was aimed at invalidating an enforcement which is no longer pursued, since ATHENA SA removed its application for foreclosure, therefore rendering this action groundless. We are awaiting the decisions on the second action against the foreclosure which was tried on 21.09.2018, as well as the appeal against the non‐existence of the arbitration decision which was tried on 21.09.2017. A new electronic auction successfully took place on 06.06.018, with a starting bid price of €1,930,000, resulting in the Company receiving its proportion according to lenders table in October 2018. More acts of the enforcement procedure on other assets are under way, hoping to receive the highest amount possible towards the claim. procedure on other assets are under way, hoping to receive the highest amount possible towards the

7. Cash and cash equivalent

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Cash in hand 1.817.386 204.127 355.837 125.581
Cash at bank 112.885.654 65.472.125 75.827.904 56.899.998
114.703.040 65.676.252 76.183.742 57.025.579

8. Trade and other creditors

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Trade payables 257.090.803 163.195.764 117.211.055 138.957.092
Advances from clients 163.990.509 61.718.641 64.244.301 58.375.413
Contractual obligations 21.505.482 9.655.607 7.052.676 9.432.676
Other current payables 162.093.057 109.454.805 138.648.637 78.582.319
604.679.851 344.024.817 327.156.669 285.347.500

The account "Other current payables" in the balance sheet of 30.06.2019 of the Company and the Group includes an amount of €16.250.000 which has been deposited by three major shareholder in a bank account of the Company against a future capital increase or a convertible bond issue of € 20 million. On 26.09.2019 the Extraordinary General Meeting of the Shareholders decided to increase the capital by cash payment and with participation rights of all shareholders up to € 20 million, expected to be completed by the end of 2019. The corresponding amount in the balance sheet of the Company and the Group on the comparable date of December 31, 2018 amounted to € 13,000,000.

9. Bank overdrafts and loans

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Short term debentures payable in the following
year 5.757.888 6.080.000 5.757.888 6.080.000
Short term loans 137.635.338 110.191.696 91.647.608 98.416.767
Payables (leasing ) 4.287.063 3.449.330 768.568 480.385
147.680.289 119.721.026 98.174.064 104.977.152

According to the single and consolidated financial statements for the period 1/1‐30/06/2019, the Company and the Group cover the financial ratios of liquidity, capital adequacy and profitability as amended and are still in force, except for some for which by the date of measurement on 30/06/2019, waivers were granted with changes in the limits by Bondholders.

10. Long ‐ term borrowings

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Long term debentures 423.543.616 429.956.889 415.353.616 415.941.889
Long ‐term loans 98.956.650 43.530.588
Payables (leasing ) 39.119.378 2.179.167 280.295 121.331
561.619.643 475.666.644 415.633.911 416.063.220

11. Other provisions and non‐current liabilities

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Other provisions 18.854.604 15.817.433 15.554.982 15.334.781
Other Non‐current liabilities 18.569.338 10.017.908 11.096.012 3.034.351
Non‐current liabilities ‐ Prepayments 370.556 4.058.302 3.687.746
37.794.498 29.893.643 26.650.994 22.056.878

12. Share capital

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Paid up share capital (77.654.850
Shares of € 0.30) 23.296.455 23.296.455 23.296.455 23.296.455
Share premium account 146.676.671 146.676.671 146.676.671 146.676.671
169.973.125 169.973.125 169.973.125 169.973.125

13. Other reserves

GROUP COMPANY
30/6/2019 31/12/2018 30/6/2019 31/12/2018
Reserves for revaluation of other assets 8.534.503 8.488.899 9.878.566 9.860.136
Revaluation reserves of financial assets at fair value
through total income
43.505.613 39.200.003 195.136.961 190.752.860
Cash flow hedging reserve (611.164) (774.962)
Dividends reserves article 48, L.4172/2013 168.082.363 89.869.881 168.082.363 89.869.881
Statutory and other reserves 16.000.189 16.080.874 16.756.518 16.751.135
235.511.504 152.864.694 389.854.408 307.234.013

For the purpose of providing more detailed information, we note that a cumulative amount of €168.082.363 earned as dividends from participations has been reclassified from "Profit carried forward" to a capital reserve from dividends, in line with article 48 of Law 4172/2013. Prior to the reclassification, the cumulative profit carried forward amounted to a €128.286.763 loss versus a €296.369.126 loss, while the capital reserve amount to €221.772.045 versus €389.854.408, as presented above.

14. Memorandum accounts ‐ Contingent liabilities

GROUP COMPANY
30/6/2019 30/6/2019
Letters of Guarantee 529.206.521 491.578.373
Other memorandum accounts 6.711.529 1.504.156
535.918.050 493.082.529

15. Encumbrances ‐ Concessions of Receivables

The following guarantees were provided towards the bond loans

v mortgage on Group property with a book value of € 47,127 thousands , and mortgage on Company property with a book value of € 17,273 thousands are accounted for.

v Cession of the Group's receivables arising from concession projects, mainly relating to retentions on performance bonds issued for those projects.

v Cession of dividends of concession companies and additionally shares of concession companies.

16. Contingent Receivables and Liabilities

(a) Litigation against the Group is proceeding for labour accidents which took place during construction works by companies or joint ventures which the Group participates in. Given that the Group is insured against labour accidents, no significant impact from contingent adverse legal decisions is expected. Other litigation or arbitration cases, as well as pending court or arbitration decisions are not expected to have a significant impact on the financial status or operation of the Group or the Company, hence no provisions have been made.

(b) A note (C1) on tax auditing is included in the interim financial statements.

c) The Group has contingent liabilities in relation to banks, guarantees and other issues arising from its ordinary operations, which are not expected to yield any negative impact.

17. Number of employees

The number of employees on 30/06/2019 in the Group amounted to 2,333 persons (compared to 1,436 on 30/06/2018) and at company level it amounted to 1.784 (compared to 917 on 30/06/2018). The number of employees does not include the staff of the Joint Ventures in which the Group and the Company participate.

18. Important events

During the first half of 2019, the following significant developments took place in all the Group's companies:

Corporate Renaming

Shareholders at the 2nd Repeat Extraordinary General meeting on 27.03.2019 decided to rename the Company from J&P‐AVAX SA to AVAX SA. The corporate renaming is part of the broader renewal of the Group's business profile, while also arising from the need to help the investment public, banks and the construction sector avoid any misconceptions arising from the liquidation of international contractors J&P (Overseas) Ltd and the split in the business activities of the Joannou and Paraskevaides families (who are among AVAX's main shareholders).

Administrative Changes

A. Board of Directors

The 2nd Repeat Extraordinary General shareholders meeting on 27.03.2019 elected a new Board of Directors for a three‐year term ending 26.03.2022, which convened and appointed its members as follows:

    1. Christos Joannou, Chairman (executive)
    1. Konstantine Kouvaras, Deputy Chairman (executive)
    1. Konstantine Lysarides, Vice Chairman & Director (executive)
    1. Konstantine Mitzalis, Managing Director (executive)
    1. Aikaterini Pistioli, Director (non executive)
    1. Christos Siatis, Director (non executive-independent)
    1. Alexios Sotirakopoulos, Director (non executive-independent)
    1. Michael Hatzipavlou, Director (non executive‐independent)

It should be noted that on 08.03.2019 Mr George Demetriou resigned from his position as non‐executive director of the Company for personal reasons. The Board of Directors had decided not to replace Mr Demetriou for the time being, and continue its managerial work and representation of the Company with the remaining Board members, as per article 82 of Law 4548/2018 and article 23, paragraph 2 of the Company Charter.

Β. Project Bidding Committee

In March 2019, the Board of Directors introduced a three‐member Project Bidding Committee, in line with the provisions of its Corporate Charter, article 87 of Law 4548/2018 and best practice principles and corporate governance rules. The new committee works towards the effective operation of the Company's institutional bodies and the application of all principles, technical and organizational measures and procedures adopted by the Company to comply with competition regulations.

The Board of Directors granted the Project Bidding Committee all powers of administration and representation of the Company in relation with tenders for public contracts, and overall with bidding for public and private works, as specified in the Board decision. The Project Bidding Committee comprises the following Group officials:

    1. Konstantine Lysarides, Vice Chairman & Executive Director,
    1. Athena Demetriou-Eliades, Group Financial Officer, and
    1. Zoe Lysarides, Bidding Department Director

Share Capital Increase amounting to €20 million

The 2nd Repeat Extraordinary General Meeting of Company shareholders held on 27.03.2019 decided a share capital increase amounting to €20 million through a rights issue for all shareholders, at an issue price of €0.30 per share. The validity term of the decision expired with no capital increase taking place, which would have seen a total of 66,666,666 new shares being issued at a ratio of 0.85849971 new shares for each share outstanding. The rights issue will take place based on a newer shareholder decision (see section "Important post balance sheet date Developments & Events").

Set up of AVAX Middle East Ltd and acquisition of companies in the Persian Gulf

The Company set up AVAX Middle East Ltd ("AVAX ME") in May 2019 in Cuprys, as part of its strategic decision to focus on mechanical, electrical and plumbing (MEP) works in Qatar, the United Arab Emirates and the broader Persian Gulf region. AVAX ME is a subsidiary of AVAX International Ltd, also based in Cyprus and 100% subsidiary of AVAX SA.

In June 2019, AVAX ME acquired three companies from J&P (Overseas) Ltd which is undergoing liquidation, more specifically it acquired 100% of Conspel Construction Specialist (Isle of Man) Limited, as well as 49% of J&P Qatar WLL and Abu Dhabi J&P LLC. All three companies are fully consolidated by AVAX ME due to effective management control, arising from a contractual agreement with other shareholders.

Through AVAX ME, the AVAX Group eyes the expansion of its operations ina geographic region with a steady flow of auctions for large‐scale projects for MEP projects. The expansion through the acquisition of the three companies which are active in the Middle East and Persian Gulf area, offers AVAX Group know‐how in large‐scale MEP works as well as access and expertise in operating in those countries. AVAX ME's consolidated accounts post the acquisitions show work‐in‐hand amounting to €361 million. The accounts also show debt totalling €82 million, of which €51 million concern long‐term loans to be repaid in the period beyond one year and up to five years.

There is also cash amounting to €31 million and short‐term loans amounting to €31 million, which come from the projects in progress. Short‐term loans are expected to be repaid within 12 months (until 2020) out of cash flows from those projects.

The estimated turnover for the second half of 2019 of those companies is \$200 million. At the same time, AVAX became a majority partner in the Qatar Foundation Stadium Construction Joint Venture, up from 24%. The stadium is expected to reach completion by the end of 2019; with a total size of \$650million, it is of importance to the country and the upcoming 2022 FIFA World Cup.

Acquisition of Businesses in Libya and Greece

In April 2019, the Company acquired PSM Suppliers Ltd ("PSM") based in Channel Islands from "Overseas Holdings Limited" (OHL), which belongs to the J&P (Overseas) Ltd group ("JPO"), placed under liquidation since October 2018. PSM's shares were transferred along with all rights and obligations related in particular to the continuation of two separate contracts for an energy project in Libya's Faregh oil deposit, the client being WAHA Oil Company of Libya. It is noted that the project is in the final stage of completion, estimated to be completed in 2019, as the remaining works include testing & commissioning of mechanical equipment from Siemens, a subcontractor of PSM. With this transaction, the Company seeks:

  • ∙ to acquire PSM's experience and project record, thereby improving its bidding capacity for similar energy projects in international markets
  • ∙ to collect in the near-term the funds withheld to guarantee the performance of the two projects, which exceed the agreed acquisition price.

Ιn April 2019, the Company also acquired J&P Energy & Industrial Works SA ("J&P Energy"), based in Greece, from J&P (Overseas) Ltd, which is in the process of liquidation. The acquisition was concluded at a token price and is aimed at further enhancing the operations of AVAX Group's energy projects department, as J&P Energy boasts considerable expertise in producing technical studies for energy‐related industrial works in international markets.

Absorption of subsidiary J&P Energy SA

The Board of Directors of the Company and «J&P Energy & Industrial Works SA», the latter company being 100% subsidiary of the former, decided to commence their merger through the absorption of J&P Energy & Industrial Works SA by AVAX SA. The merger will be based on financial statements dated 31.12.2018 and carried out in accordance with Law 4601/2019, article 54 of Law 4172/2013 and article 61 of Law 4438/2016. The Merger Plan was posted on 28.06.2019 as entry #1582313 on the General Commercial Registry of the General Secretariat of Commerce & Consumer Protection.

Addition of new projects:

  1. The Company signed on 12.03.2019 a contract for the design, financing, construction, maintenance and operation on a PPP basis (Public‐Private Partnership) of a Waste Management Plant in the Ilia Prefecture of Western Greece, in a consortium with Mesogeios SA and AAGIS SA. The investment amounts to €39.5 million and the project aims to effectively manage urban solid waste produced in the prefecture, with a maximum capacity of 80,000 tons per annum. The waste management plant will be located in a rural area effectively manage urban solid waste produced in the prefecture, with a maximum capacity of 80,000 tons per annum. The waste management plant will be located in a rural between the municipalities of Pyrgos and Ilida. The construction period is 22 months, including 4 months of pilot operation, to be followed by an operation term of 25 years and 2 months. The private entity of the public & private sector partnership, assumes, among others, the following obligations: a) construction, operation and maintenance of the waste management unit, b) financing of the project with own equity, debt and a financial participation by Ilida municipality, c) commercial use of by‐products (recycled material, biogas‐ energy, compost, etc), d) transportation of residual waste to sanitary landfills.

  2. The Company participates in a joint venture with ΤΕΡΝΑ, 100% subsidiary of GEK TERNA Group, which signed a contract with "ICR CYPRUS RESORT DEVELOPMENT CO LIMITED", of Chinese interests, for the construction of the "City of Dreams Mediterranean" integrated casino resort in Limassol, Cyprus. The joint venture is comprised of J&P‐AVAX SA (60%) and TERNA SA (40%). The contract, worth around €270 million with a 30‐month deadline, pertains to the construction of an integrated casino resort with approximately 96,000 m2 building construction area on a 37 hectare site. The resort will include a casino, restaurants, retail and commercial area, spa, a 16‐storey hotel tower with approximately 500 guest rooms, expo building, sizeable sports facilities with indoor and outdoor pools, and a an assortment of other main and auxiliary areas and facilities, as well as expansive landscaped areas.

Collaboration of subsidiary Volterra with PPC to develop wind parks totalling 69.7 MW

Volterra, 100% subsidiary of AVAX Group, signed a deal with PPC to jointly develop and operate wind parks with total capacity of 69.7MW. Specifically, PPC acquired 45% of the share capital of two Volterra SPVs, the first of which owns two wind parks of 16MW total capacity in Etoloakarnania region which are already operational at a FiP of €98/MWh, and the second which owns two wind parks under construction in Viotia region, one with capacity 42.9MW with a FiP of €98/MWh, and the other with a 10.8MW capacity with a FiP of €56.45/MWh.

19. Transactions with related parties

The Group is controlled by AVAX. Members of the Board of Directors and related legal entities collectively own 70% of the Company's common shares, while the balance of 30% is controlled by the broad investment public. Transactions with related parties are booked by the Company and its subsidiaries throughout the year. Sales to and purchases from related parties are carried out at going market prices.

Account balances as at 30.06.2019 are not covered with guarantees and their settlement is done on cash terms. The Group did not book any provisions for doubtful receivables from related parties, because payments on those transactions have proceeded smoothly so far. Intra‐Group transactions are netted off at consolidation of their financial accounts.

The following table provides a brief overview of transactions with related parties during the period 1/1‐30/06/2019:

(all amounts in € thousands)

Group
Income Expenses Receivables Payables
PYRAMIS 1.249 970 1.110
AG.NIKOLAOS CAR PARK 10 14
OLYMPIA ODOS OPERATIONS SA 1.686 1.577
OLYMPIA ODOS SA 503 120 910
GEFYRA OPERATIONS SA 41 23
GEFYRA SA 14 14
ATTIKI ODOS S.A 99 31 460
ΑΤΤΙCΑ DIODIA Α.Ε. 180
AEGEAN MOTORWAY SA 1.755 1 310 233
SALONICA PARK S.A 9 17
POLISPARK 24
ELIX A.E. 6
ATHINAIKOI STATHMOI SA 1
HELLINIKON ENTERTAINMENT AND SPORT PARKS SA
(KANOE ‐ KAJAK) 2 0
METROPOLITAN ATHENS PARK 2
BONATTI J&P‐AVAX Srl 12.357
5N 145
SC ORIOL REAL ESTATE SRL 934
J&P‐AVAX QATAR LLC 1
J&P (UK) LTD LONDON 31
ILIA WASTE MANAGEMENT PPP 200
ENERSYSTEM FZE 1.457
VIOENERGEIA SA 1 102
LIMASSOL MARINA LTD 9.980
Executives and members of the Board 1.016 558
4.221 3.822 26.805 3.301
Company
Income Expenses Receivables Payables
ETETH SA 182 21 1.326 21
TASK J&P AVAX SA 7 727 1.047 3.319
J&P‐AVAX IKTEO 4 17
GLAVIAM 2 2
J&P DEVELOPMENT 18 1.075 3
ATHENA 1 14 41
ERGONET 6 415 1
MONDO TRAVEL 3 181 158 606
JPA ATTICA SCHOOLS PPP 1.021 55 0
ATHENS MARINA 21 1.160
BONATTI J&P‐AVAX Srl 12.357
J&P‐AVAX CONCESSIONS 3 20
J&P‐AVAX INTERNATIONAL LTD 1.510 22.612 6.567 2.698
AG.NIKOLAOS CAR PARK 14
OLYMPIA ODOS OPERATIONS SA 1.642 1.557
OLYMPIA ODOS SA 496 119 910
GEFYRA OPERATIONS SA 41 23
GEFYRA SA 10 13
ATTIKI ODOS S.A 14.602 88 431
ΑΤΤΙCA DIODIA S.A 496
AEGEAN MOTORWAY SA 1.755 1 246 233
SALONICA PARK A.E. 1 12
POLISPARK Α.Ε. 24
ELIX A.E. 6
VOLTERRA A.E. 128 226 185 1.259
ATHINAIKOI STATHMOI SA 1
HELLINIKON ENTERTAINMENT AND SPORT PARKS SA 2 0
METROPOLITAN ATHENS PARK 2
J&P‐AVAX QATAR LLC 1
J&P‐AVAX QATAR WLL 31
JOANNOU PARASKEVAIDES ENERGIAKI 2.066
J/V J&P‐AVAX ‐ J&PARASKEVAIDES OV.LTD (JORDAN) 107 547
LIMASSOL MARINA LTD 9.980
JOINT VENTURES 1.756 30.341 5.921
P.S.M. SUPPLIERS LTD 340
VIOENERGEIA SA 145 102
ILIA WASTE MANAGEMENT PPP 200 0
PYRAMIS 1.249 970 1.110
Executives and members of the Board 417 0 172
24.152 25.521 70.388 17.133

20. Subsequent Events

Share capital increase up to €20 million

The Repeat Extraordinary General Meeting of Company shareholders held on 26.09.2019 approved a rights issue worth up to €20 million, at a price of €0.30 per share. The capital increase will be carried out with the issue of 66,666,666 new shares, entitling existing shareholders to around 0.85849971 new shares for each share held. The Information Memorandum of the Company for the rights issue has already been filed to the Greek Capital Markets Commission, pending for approval.

Cash advances by shareholders towards the approved rights issue

Three Company shareholders have deposited an aggregate amount of €16.25 million, as of 30.06.2019 and up to the date of issue of this financial report. It should be noted that according to the decision of shareholders taken on 26.09.2019, upon completion of the share capital increase, the Company may return part of the capital increase proceeds to the three shareholders of an amount for which they did not receive equivalent shares in the rights issue.

Appointment of Internal Auditor

Pursuant to the provisions of Law 3016/2002 and decision 3/347/12.07.2005 of the Hellenic Capital Market Commission, the Board of Directors of the Company decided on 25.07.2019 to appoint Mr Anastasios Tsakanikas as new Internal Auditor, replacing Mr John Papadopoulos who resigned, starting on 01.08.2019. The Company is at the final stage of recruitment of two new certified and experienced Internal Auditors and is also proceeding to appoint an Auditing Firm as external auditors of AVAX Middle East, recognising the important role of the internal auditing service for the Group.

Sale of Attica Schools PPP

The Company signed on 01.08.2019 a contract for the sale of the PPP of 10 Schools in Attica, which it had built a few years ago and undertaken their facility management in the long run. The signed agreement provides for the transfer on 01 10 2019 01.10.2019 by the Company of all shares of the PPP company, as well as of the outstanding balance of two different series b h C f ll h f h PPP ll f h di b l f diff i of limited bonds issued by the Company.

21. Acquisition of "PSM Suppliers Limited" in Libya

In April 2019, the Company acquired PSM Suppliers Ltd ("PSM") based in Channel Islands from "Overseas Holdings Limited" (OHL), which belongs to the J&P (Overseas) Ltd group ("JPO"), placed under liquidation since October 2018. PSM's shares were transferred along with all rights and obligations related in particular to the continuation of two separate contracts for an energy project in Libya's Faregh oil deposit, the client being WAHA Oil Company of Libya. It is noted that the project is in the final stage of completion, estimated to be completed in 2019, as the remaining works include testing & commissioning of mechanical equipment from Siemens, a subcontractor of PSM. With this transaction, the Company seeks:

∙ to acquire PSM's experience and project record, thereby improving its bidding capacity for similar energy projects in international markets

∙ to collect in the near‐term the funds withheld to guarantee the performance of the two projects, which exceed the agreed acquisition price

PSM Suppliers Ltd Basic Balance Sheet figures At the date of
acquisition from
AVAX SA
amounts in Euros 30.06.2019 14.03.2019
Short term Receivables 13.704.937 10.938.753
Short term Liabilities 914.005 1.895.723
Net Current Assets 12.790.932 9.043.030
Consolidated Until the
Results from Acquisition by
PSM Suppliers Ltd Statement of Income AVAX S.A. AVAX S.A.
amounts in Euros 01.01‐30.06.2019 01.01‐14.03.2019
Turnover 2.511.270
2 511 270
232 821
232.821
Cost of sales (284.075) (22.430)
Gross Profit 2.227.195 210.391
Net Financial Income (loss) (1.030) (389)
Extraordinary Results 8.029.104 7.810.375
Profit/(loss) before tax 10.255.269 8.020.377
At the date of
acquisition from
Intercompany Transactions (AVAX SA and PSM Suppliers Ltd) AVAX SA
amounts in Euros 30.06.2019 14.03.2019
Current receivables (AVAX SA) 134.148 0
Current liabilities (AVAX SA) 340.416 0
(Net) Current liabilities (AVAX SA) 206.268 0
At the date of
acquisition from
Goodwill of acquisition PSM Suppliers Ltd from AVAX SA AVAX SA
amounts in Euros 14.03.2019
Total acquisition consideration 2.764.132
Fair value of the company ‐9.043.030
Goodwill (Negative) ‐6.278.898

22. Acquisition of "J&P Energy", Greece

Ιn April 2019, the Company also acquired J&P Energy & Industrial Works SA ("J&P Energy"), based in Greece, from J&P (Overseas) Ltd, which is in the process of liquidation. The acquisition was concluded at a token price and is aimed at further enhancing the operations of AVAX Group's energy projects department, as J&P Energy boasts considerable expertise in producing technical studies for energy‐related industrial works in international markets.

In June 2019 the Board of Directors of the Company and «J&P Energy & Industrial Works SA», the latter company being 100% subsidiary of the former, decided to commence their merger through the absorption of J&P Energy & Industrial Works SA by AVAX SA. The merger will be based on financial statements dated 31.12.2018.

At the date of
acquisition from
J&P Energy Basic Balance Sheet figures AVAX SA
amounts in Euros 30.06.2019 08.04.2019
Short term Receivables 267.818 656.623
Short term Liabilities 987.302 2.964.105
Net Current Assets ‐719.484 ‐2.307.482
Ενοποιούμενο
Αποτέλεσμα από
Until the
Acquisition by
J&P Energy Statement of Income ΑΒΑΞ ΑΕ AVAX S.A.
01.01‐
amounts in Euros 01.01‐30.06.2019 08.04.2019
Turnover 0 0
Cost of sales 0 0
Gross Profit 0 0
General expenses ‐326.608 ‐325.674
Net Financial Income (loss) ‐13.469 ‐1.593
Extraordinary Results ‐3.284 ‐163.820
Depreciation ‐7.634 ‐8.729
Profit/(loss) before tax ‐350 995 ‐499 816
Profit/(loss) before tax
Profit/(loss) before
‐350 995
350.995
‐499 816
499.816
Intercompany Transactions (AVAX SA and J&P Energy) At the date of
acquisition from
AVAX SA
amounts in Euros 30.06.2019 08.04.2019
Current receivables (AVAX SA) 2.065.559 0
Current liabilities (AVAX SA) 134.148 0
(Net) Current liabilities (AVAX SA) ‐1.931.411 0
At the date of
acquisition from
Goodwill of acquisition J&P Energy from AVAX SA AVAX SA
amounts in Euros 08.04.2019
Total acquisition consideration 1
Fair value of the company 2.091.081
Goodwill 2.091.082

23. Incorporation of AVAX Middle East Limited

The Company set up AVAX Middle East Ltd ("AVAX ME") in May 2019 in Cuprys, as part of its strategic decision to focus on mechanical, electrical and plumbing (MEP) works in Qatar, the United Arab Emirates and the broader Persian Gulf region. AVAX ME is a subsidiary of AVAX International Ltd, also based in Cyprus and 100% subsidiary of AVAX SA.

In June 2019, AVAX ME acquired three companies from J&P (Overseas) Ltd which is undergoing liquidation, more specifically it acquired 100% of Conspel Construction Specialist (Isle of Man) Limited, as well as 49% of J&P Qatar WLL and Abu Dhabi J&P LLC. All three companies are fully consolidated by AVAX ME due to effective management control, arising from a contractual agreement with other shareholders.

Through AVAX ME, the AVAX Group eyes the expansion of its operations ina geographic region with a steady flow of auctions for large‐scale projects for MEP projects. The expansion through the acquisition of the three companies which are active in the Middle East and Persian Gulf area, offers AVAX Group know‐how in large‐scale MEP works as well as access and expertise in operating in those countries. AVAX ME's consolidated accounts post the acquisitions show work‐in‐hand amounting to €361 million. The accounts also show debt totalling €82 million, of which €51 million concern long‐term loans to be repaid in the period beyond one year and up to five years. Whilst Cash & Equivalent (€31m) and short‐term loans (€31m) relate to ongoing construction projects. Short‐term bank loans are expected to be repaid in the forthcoming twelve months from ongoing construction projects' cash flows.

Balance Sheet of AVAX ME Ltd, amounts in € 30.06.2019
Tangible operating assets 18.405.027
Intangible assets (Software) 14.453
Goodwill 46.284.610
Fixed Assets 64.704.091
Construction contracts 88.338.885
Inventories 17.576.545
Clients and other receivables 108.225.674
Cash & Equivalent 30.796.614
Current Assets 244.937.718
Suppliers and other liabilities 126.130.236
Other Short‐term liabilities 126.838.005
Total Short‐term liabilities 252.968.242
Net Current Assets ‐8.030.524
Long‐term Liabilities 54.919.199
Own Equity 1.754.367
Income Statement of AVAX ME Ltd, amounts in € 23.05 ‐ 30.06.2019
Revenue 16.398.988
Cost of sales ‐14.557.248
Gross result 1.841.740
General expenses ‐151.077
(Net) financial expenses ‐98.861
Pre‐tax result 1.591.802
Debt of AVAX ME Ltd, amounts in € 30.06.2019
Long‐term bank loans 49.958.178
Loans from related companies 702.990
Long‐term loans payable in next 12 months 31.149.912
Short‐term loans 0
less: Cash & Equivalent 81.811.080
30.796.614
Net Debt 51.014.466
Loans Breakdown, amounts in €
Up to one year 31.149.912
Between one and five years 50.661.168
81.811.080
Conspel Construction
Goodwill, from acquisition of three companies, amounts in € Specialist (Isle of Man) J&P Qatar WLL Abu Dhabi J&P LLC Total
Ltd
Acquisition cost 527.242 153.779 21.969 702.990
less: fair value of acquired assets ‐24.976.322 ‐13.263.808 ‐7.341.489 ‐45.581.620
Goodwill 25.503.564 13.417.588 7.363.459 46.284.610

The item "Clients and other receivables" includes provision for impairment of receivables amounting to€40,537,401.

Goodwill with respect to the acquisition of the companies Conspel Construction Limited (Isle of Man), Joannou & Paraskevaides Qatar WLL and Abu Dhabi J & P LLC, due to the fact that the consideration of the acquisition exceeded the net assets value acquired in order to gain control over the companies. Additionally, the consideration for the acquisition of the abovementioned companies includes benefits derived from expected synergies, revenue increase, future market development and companies' human resources. These benefits do not meet identifiable intangible assets recognition critiria and therefore they are not recorded separetly from goodwill.

Identifiable intangible assets Fair Value is temporary since independent valuation has not been finalised yet.

In case that new information become available within one year from the acquisition date which relate to conditions existed at the acquitision date with respect to amounts effect goodwill calculation or additional provisions also existed at acquisition date, then

after further review of these information, nessecery accounting adjustments will take place.

24. Joint Ventures with J&P (Overseas) Ltd.

On 11.10.2018, it was announced that international contractor J&P (Overseas) Limited, incorporated in Guernsey, filed for liquidation to address the deficits and liquidity problems it faced. Given that the Company participated in four joint venture projects with J&P (Overseas) Limited in Jordan and Qatar, it was necessary to review the respective contracts with the clients and banks involved in these projects. The Company made, and still does, every effort to continue and complete these projects in the most technically perfect way, to ensure the Company's future presence in the construction market of the wider Arab world as well as its access to the local banking system.

A detailed report on this matter may be found in the Report of the Board of Directors for the Annual Financial Report 2018, under the "Important post balance sheet date Developments & Events" section.

More specifically, the status of each project is as follows:

1a. Roadworks in Qatar

In Qatar, the Company participates with J&P (Overseas) Ltd in two road works ("West Corridor P010" and "New Orbital Highway and Truck Route") as well as the construction of the "Qatar Foundation Stadium" sports complex. Those projects are linked to the overall upgrade of the country's infrastructure as part of its preparation for hosting the FIFA 2022 Football World Cup.

The contracts for the road works "West Corridor P010" and "New Orbital Highway and Truck Route" were signed with Ashghal (Qatari Public Works Authority) on 01.08.2013 and 22.01.2014, respectively, with a value of €101.3 million and €192.2 million value for our Company's 25% stake in both projects. The projects have been completed.

For both road works in Qatar, agreements were signed during 2019 with Ashghal, providing for the unilateral undertaking of the completion by AVAX and the expulsion of J&P (Overseas) Ltd from the construction consortium. Upon signing the revised contracts, the client released the performance bonds held, and then partially called the outstanding letters of guarantee (issued without any AVAX SA guarantee) to repay any legacy payments for suppliers appearing in the books. These payments will be reviewed and approved by the client to ensure that payments exclusively concern the projects. Thereafter, if payments for the remainder of the two road projects fall short of meeting the costs of the projects until their completion, the client will partially call the letters of guarantee in his possession, issued by J&P (Overseas) Ltd without any AVAX SA guarantee.

1b. Qatar Foundation Stadium

The contract for the sports stadium was signed with state institution Qatar Foundation on 21.07.2016, representing a value of €133.7 million for our Company, corresponding to a 24% stake.

Letters of guarantee for this project were issued by J&P (Overseas) Ltd, while our Company provided corporate guarantee to the lending bank up to the percentage of its participation (24%). For the purposes of the project, the bank has provided working capital to J&P (Overseas) Ltd, which is expected to be repaid until the project is completed by the joint venture. The Company through its branch in Qatar (which is incorporated in the parent company's balance sheet) records this payable item in its liabilities according to its stake in the JV (24%) at 31.12.2018. It amounts to 32.4 million QAR or €7.5 million.

AVAX Middle East Ltd, a 100% subsidiary of AVAX International Ltd, which in turn is a 100% subsidiary of parent company AVAX SA, the Group proceed to the acquisition of Conspel "Qatar WLL" and "J&P Qatar WLL" which participate in the project with an aggregate 76% stake, whereas AVAX SA has a direct 24% stake (see Note in the Accounts on AVAX Middle East). Through the consolidated accounts of AVAX Middle East, the entire amount of payables to the lender bank, i.e. QAR 135 million or €31.25 million, has been recognized. AVAX has not provided any guarantees towards the amount of €23.75 million recognized in the accounts of AVAX Middle East. Following the acquisition by AVAX Group of J&P (Overseas) Ltd subsidiaries which participate in the project, the novation agreement was signed between all parties involved.

Works towards the project proceed normally, with the completion percentage amounting to 68% as of 30.06.2019 (versus 50% on 31.12.2018). It should be noted that following the placement of J&P (Overseas) Ltd under liquidation, the construction joint venture in 2019 was awarded two additional contracts for the project, to erect a school building complex and assume maintenance of the entire sports and education facilities for a two‐year period, worth around €62 million and €31 million, respectively.

Receipts AVAX SA from projects, amounts in € until
---------------------------------------------- -------
Receipts AVAX SA from projects, amounts in € until until until
31.12.2017 31.12.2018 30.06.2019
West Corridor P010 3.372.910 3.372.910 3.372.910
New Orbital Highway and Truck Route 6.969.008 6.969.008 6.969.008
Qatar Foundation Stadium 7.402.549 11.345.156 11.345.156
Other projects 1.445.087 1.445.087 1.445.087
Total Qatar 19.189.554 23.132.161 23.132.161
Projects' receivables from client, amounts in €
-- -- -- -------------------------------------------------
Projects' receivables from client, amounts in € until 31.12.2017 until 31.12.2018 until 30.06.2019
From clients From From clients From retentions From clients From
retentions retentions
Company's share 25% 25% 100% 100% 100% 100%
West Corridor P010 2.225.091 4.716.003 13.687.148 19.743.185 12.621.623 1.391.387 Note Α
New Orbital Highway and Truck Route 12.345.828 7.356.775 44.524.024 14.454.248 17.272.189 0
Total roads infrastructure projects 14.570.919 12.072.778 58.211.172 34.197.433 29.893.812 1.391.387
Company's share 24% 24% 24% 24% 24% 24%
Qatar Foundation Stadium 13.248.234 0 940.044 0 102.721 0
Qatar Foundation Stadium through Middle East 0 0 0 0 13.553 0
Total Qatar 27.819.153 12.072.778 59.151.216 34.197.433 30.010.086 1.391.387

Note Α: AVAX SA had share of 25% in projects' "West Corridor P010" and "New Orbital Highway and Truck Route" joint ventures. After the amended contracts on 08.04.2019 and 30.01.2019 respectively, company's share amounts to 100% in joint ventures of both projects retrospectively from J&P (Overseas) Ltd liquidation date.

Transactions with AVAX SA: Net receivables/ (Liabilities), until until until
amounts in € '000 31.12.2017 31.12.2018 30.06.2019
JV for roads infrastructure projects in Qatar ‐1.868 0 0 Joint Ventures have already been
JV for Qatar foundation Stadium ‐10.154 0 0 consolidated through branch
AVAX SA branch in Qatar 3.381 2.390 2.290
Total Qatar ‐8.641 2.390 2.290
Bad debt provision 0 ‐2.390 0

2. Jordan

The project concerns the upgrading of the baggage handling system at the international airport of Queen Alia in the capital city of Amman, which is effectively an extension of the oldest contract signed with the government of the country for the construction of the state‐of‐the‐art airport. The contract was signed on 12.04.2018 representing a value of €24.8 million for our Company, corresponding to a 50% stake.

AVAX SA agreed to assume the continuation of the project and purchase used assets of J&P Overseas Ltd (office space and limited mechanical equipment exclusively employed in the project), according to the appraisal conducted by specialists on behalf of AVAX and the liquidator of J&P (Overseas) Ltd). Signing of the deal between the liquidators, banks and the Concession lending banks has been delayed because of the requirement to secure the consent of ARAB Bank, which had issued the letters of guarantee for the initial project, which is concluded and is currently in its defect liability period.

The delay is related to the ceding to ARAB Bank of J&P (Overseas)Ltd's share in revenues. Nevertheless, a final agreement has been reached for ARAB Bank to grant its consent, and the contact is expected to be signed soon.

Bank performance bonds and letters of guarantee for the additional works, currently amounting to €9.0 million, are issued by AVAX SA.

An agreement was reached recently for ARAB Bank's consent to the deal, which is expected to be signed soon.

Works proceed normally. On reference date 30.06.2019, the project was 33% complete, up from 11% on 31.12.2018. The contractual work schedule calls for project delivery in 2022, with the largest part of works planned for 2019 (65%) and 2020 (15%).

Receipts, amounts in € until until until
31.12.2017 31.12.2018 30.06.2019
Jordan 5.431.156 5.941.900 5.941.900
Projects' receivables from client, amounts in €
Projects' receivables from client, amounts in € until 31.12.2017 until 31.12.2018 until 30.06.2019
From clients From
retentions
From clients From retentions From clients From
retentions
Jordan 0 0 0 0 4.840.628 0
Transactions with AVAX SA: Net Receivables / (Liabilities),
amounts in €
Transactions with AVAX SA: Net Receivables / (Liabilities), until until until
amounts in € 31.12.2017 31.12.2018 30.06.2019
Jordan 3.580.570 1.543.339 546.633

3. Financial data of Joint Ventures and branches for projects with J&P (Overseas) Ltd, (Qatar, Jordan)

amounts in € Jordan Roads infrastructure projects
in Qatar
Qatar Foundation Stadium Total
30.06.19 2018 30.06.19 2018 30.06.19 2018 30.06.19 2018
Assets AVAX SA 9.564.048 2.268.680 47.188.273 134.775.659 38.142.787 27.912.818 94.895.108 164.957.157
Assets through Middle East 0 0 0 0 5.032.729 0 5.032.729 0
Liabilities AVAX SA 9.390.079 2.644.098 47.188.308 101.634.352 37.731.504 27.776.956 94.309.890 132.055.406
Liabilities through Middle East 0 0 0 0 5.032.729 0 5.032.729 0
173.969 ‐375.418 ‐35 33.141.307 411.283 135.862 585.218 32.901.751
Revenue AVAX 9.696.049 4.373.390 55.206.367 73.648.000 25.268.979 44.120.000 90.171.395 122.141.390
Revenue through Middle East 0 0 0 0 3.334.101 0 3.334.101 0
Expenses AVAX SA 9.305.520 4.748.808 55.206.367 65.938.000 24.592.639 43.572.000 89.104.526 114.258.808
Expenses through Middle East 0 0 0 0 3.244.862 0 3.244.862 0
390.530 ‐375.418 0 7.710.000 765.579 548.000 1.156.109 7.882.582

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