Avax S.A.

Annual / Quarterly Financial Statement • May 3, 2019

Supervising Authority: Ministry of Economy & Development (Department of Companies & G.E.MI.)

Web Site: Board of Directors: Chairman & Executive Director: Christos Joannou Deputy Chairman & Executive Director: Konstantinos Kouvaras Vice Chairman & Executive Director: Konstantinos Lisaridis Managing Director: Konstantinos Mitzalis Non-Executive Members: Aikaterini Pistioli Independent & Non-Executive Members: Alexios Sotirakopoulos, Christos Siatis, Michael Chatzipavlou April 25th, 2019 Public Certified Accountant: Dimitrios V. Spirakis (S.O.E.L. R.N. 34191) Auditing Firm: BDO Certified Public Accountants S .A . (S.O.E.L. R.N. 173) Type of Auditor's Review Report: Unqualified Opinion - Emphasis of Matter Board of Directors approval date: www.jp-avax.gr

(Former Number 14303/06/B/86/26 in the register of Societes Anonymes)

Company's number in the General Electronic Commercial Registry: 913601000

16 Amarousiou-Halandriou Street, Marousi 151 25, Greece

Figures and Information for the year from 1st of January to 31st of December 2018 The figures and information illustrated below aim to provide a summary view of the financial position and results of AVAX S.A. and its subsidiaries. Before making any investment decision or any other transaction concerning the company, we advise the reader to visit the company's web site (www.jp-avax.gr) which presents the detailed financial statements according to International Financial Reporting Standards, along with the auditor's report.

	CONDENSED STATEMENT OF FINANCIAL POSITION								CONDENSED STATEMENT OF TOTAL COMPREHENSIVE INCOME
	Amounts in € thousand						Amounts in € thousand
	31/12/2018	GROUP	31/12/2017	31/12/2018	COMPANY 31/12/2017		GROUP 1/1-31/12/2018	1/1-31/12/2017	1/1-31/12/2018	COMPANY 1/1-31/12/2017
ASSETS					*reclassified
Tangible assets		120.188	111.701	69.936	65.809	Turnover	582.505	673.077	477.129	566.825
Investment properties Intangible assets			15.594 13.142 11.019 11.523	3.454 198	1.272 171	Cost of sales Gross profit	(550.717) 31.788	(636.294) 36.783	(451.960) 25.169	(543.632) 23.193
Financial assets at fair value through other comprehensive income	115.900		-	503.930	-
Available for sale investments Other non current assets		327.575	109.075 - 322.141	- 111.764	454.502 169.592	Other net operating income/(expense) Impairment of investments/ Trade receivables	6.943 (16.909)	2.875 (4.692)	5.644 (17.974)	3.167 (21.774)
Inventories			39.204 26.894	13.037	17.673	Administrative expenses	(25.294)	(23.215)	(16.735)	(14.302)
Trade receivables Other current assets		300.829 134.712	351.822 203.828	294.947 122.400	285.274 197.111	Selling & Marketing expenses Income from sub-debts	(11.294) 5.486	(8.994) 3.595	(7.192) 5.918	(6.558) 4.056
Cash and cash equivalents			73.509 65.676	57.026	59.386	Income/(Losses) from Associates/Participations	31.888	28.392	33.029	32.837
TOTAL ASSETS TOTAL ASSETS		1 116 439 1.116.439	1 237 893 1.237.893	1 176 693 1.176.693	1 250 790 1.250.790	Profit/ (Loss) before tax financial & investment results Profit/ (Loss) before tax, financial & investment results	22 606 22.606	34 744 34.744	27 858 27.858	20 619 20.619
						Net finance costs	(32.794)	(37.103)	(30.252)	(34.917)
SHΑREHOLDERS EQUITY AND LIABILITIES Share Capital (77.654.850 shares x 0,30 euro)	23.296		45.040	23.296	45.040	Profit/ (Loss) before tax (a)	(10.188)	(2.360)	(2.395)	(14.299)
Share Premium Account		146.677	146.677	146.677	146.677
Other equity items		(81.176)	(81.615)	79.349	59.568	Tax		(8.193) (16.115)	(14.169)	(2.837)
Share capital and reserves (a)		88.797	110.102	249.322	251.285	Profit/ (Loss) after tax	(26.302)	(10.552)	(16.564)	(17.136)
Non-controlling interests (b)			(350) (970)	-	-
Total Equity (c)=(a)+(b)			109.751 87.827	249.322	251.285	Attributable to: Equity holders of the parent	(25.763)	(10.341)	(16.564)	(17.136)
Debentures/ Long-term loans		475.667	471.919	416.063	411.002	Non-controlling interests	(539)	(211)	-	-
Provisions and other long-term liabilities			72.258 67.479	106.216	110.500			(10.552) (26.302)	(16.564)	(17.136)
Short-term borrowings Other short-term liabilities		119.721 365.745	121.191 462.774	104.977 300.114	105.184 372.821	Other comprehensive income net of tax (b) Total comprehensive income net of tax (a)+(b)	7.260	5.000 (5.552) (19.042)	26.694 10.130	21.445 4.309
Total liabilities (d)		1.028.611	1.128.142	927.371	999.506	Attributable to:
						Equity holders of the parent	(18.503)	(5.342)	10.130	4.309
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d)	1.116.439		1.237.893	1.176.693	1.250.790	Non-controlling interests	(539)	(210)	-	-
CONDENSED STATEMENT OF CHANGES IN EQUITY						Basic earnings/ (losses) per share (in €)		(0,1332) (0,3318)	(0,2133)	(0,2207)
Amounts in € thousands						- Diluted earnings/ (losses) per share (in €)		(0,1332) (0,3318)	(0,2133)	(0,2207)
						Profit/ (Loss) before tax, financial and investment results and
	31/12/2018	GROUP	31/12/2017	31/12/2018	COMPANY 31/12/2017	depreciation		49.873 49.931	53.835	49.640
Equity balance at the beginning of the year (1/1/18 and 1/1/17 respectively) as per
published financial statements		109.751	115.775	251.285	253.035
Effect of impementation of IFRS 9			- (2.800)	(2.000)	-				CASH FLOW STATEMENT
Equity balance at the beginning of the year (1/1/18 and 1/1/17 respectively) adjusted		106.951	115.775	249.285	253.035				Amounts in € thousands
Total comprehensive income/ (loss) after tax		(19.042)	(5.552)	10.130	4.309		GROUP			COMPANY
Merger of a subsidiary			- -	(10.758)	(5.493)		1/1-31/12/2018	1/1-31/12/2017	1/1-31/12/2018	1/1-31/12/2017
Addition/ (reduce) of non-controlling interests			(7) -	-	-
Other movements			(464) (82) 109.751 87.827	665 249.322	(567) 251.285	Operating Activities
Total equity balance at the end of the year (31/12/18 and 31/12/17 respectively)						Profit/ (Loss) before tax from continuing operations Adjustments for:		(2.360) (10.188)	(2.395)	(14.299)
						Depreciation	10.609	10.437	8.003	7.248
	TRANSACTIONS WITH RELATED PARTIES (amounts in € thousand)					(Gain)/ Loss from impairment of assets	209	(1.060)	-	-
	GROUP 1.1-31.12.2018		COMPANY 1.1-31.12.2018			Exchange differences Provisions/ Bad debts	(30) 16.965	3.516 7.675	593 16.159	2.167 7.414
a) Income			45.120 5.132			Income from sub-debts		(3.595) (5.486)	(5.918)	(4.056)
b) Expenses			52.185 3.421			Interest income	(3.197)	(3.879)	(467)	(104)
c) Receivables			71.174 24.851			Interest expense	36.178	41.315	30.719	35.022
d) Payables			12.883 1.801			Impairment Loss	-	-	2.000	17.544
e) Key management compensations			1.050 2.450			(Gain)/ Losses from financial instruments	(188)	(333)	-	-
f) Receivables from key management			- -			Investment (income)/ Loss	(30.421)	(26.281)	(33.029)	(32.837)
g) Payables to key management			180 445			Change in working capital
						(Increase)/decrease in inventories	12.310	(5.871)	5.521	1.568
						(Increase)/decrease in trade and other receivables	113.389	98.158	147.563	88.372
	NOTES TO THE ACCOUNTS					Increase/(decrease) in payables	(114.605)	(97.049)	(148.541)	(97.144)
						Interest paid	(36.278)	(40.800)	(30.800)	(35.326)
1. The accounting policies applied in preparing these Financial Statements are consistent with those applied for the Financial Statements at 31.12.2017, with the exception of the application of the
IFRS 9 and 15 , the application of which is mandatory for accounting periods beginning on 1 January 2018. (See note 42 of the annual financial information of 31.12.2018).						Income taxes paid	(3.268)	(12.281)	(1.783)	(11.058)
2. Tax auditing for the Company and the companies of the Group are analysed in note C1 of the Annual Financial Report.						Cash flow from operating Activities	(13.999)	(32.409)	(12.374)	(35.490)
There are ongoing litigation cases with judicial or administrative bodies which are not expected to have a significant impact on the financial stance of the Group and the Company. The
estimated amount for the fiscal years not tax audited as of 31.12.2018 is € 453 thousand for both the Group and the Company. Other provisions as of 31.12.2018 amount to € 127.776 3. thousand for the Group and € 85.419 thousand for the Company.
The companies of the Group , the percentages the Group participates in their share capital, as well as the consolidation method used in the financial statements of the fiscal period 1/1-						Investing Activities:
4. 31/12/2018, are mentioned analytically in note C1 of the Annual Financial Report.						Purchase of tangible and intangible assets	(23.259)	(26.787)	(7.754)	(7.050)
5. The number of employees at the end of the reporting period at Group level is 1.980 persons (vs 1.674 on 31/12/2017) and at Company level is 1.484 (vs 1.185 on 31/12/2017).						Proceeds from disposal of tangible and intangible assets		2.660 6.262	3.218	220
6. Earnings per share are calculated using the weighted average number of shares for the period.						Merger of a subsidiary	-	910	(20.552)	-
7. The Board of Directors approved the above financial statements on April 25th, 2019.						(Acquisition)/ Sale of associates, JVs and other investments	(14.682)	(7.520)	-	(12.335)
8. Minor differences in sums are due to rounding.						Interest received		3.879 3.197	467	104
9. Capital expenditure exluding acquisitions for the fiscal year of 1/1-31/12/2018 amounted to : Group € 23,2 m and Company € 7,7 m.						Dividends received		25.969 32.371	27.229	25.169
10. None of the Company's shares are held by the Company itself or any of its group member-companies at the end of the period.						Cash Flow from investing activities	3.889	(890)	2.608	6.109
As of 31.12.2018, there are pledges amounting to €23,847 thousand on Company property and further pledges amounting to € 47,127 thousand on Group property to secure bond holder 11. banks. For the same purpose, there are pledges on retentions on outstanding performance bonds, future receivables from ongoing projects as well as claims in legal dispute.
12. The other comprehensive income after tax for the Group and the Company is analyzed as follows:						Financing Activities
						Proceeds/ (Payments) from loans		21.110 2.277	4.600	20.638
	GROUP		COMPANY			Dividends paid		(1) -	-	(1)
	1.1-31.12.2018 1.1-31.12.2017		1.1-31.12.2018	1.1-31.12.2017		Cash Flow from financing activities		21.109 2.277	4.600	20.637
Amounts reclassified to the income statement in subsequent periods Cash flow hedging						Net increase in cash and cash equivalents (a)+(b)+(c)	(7.833)	(12.190)	(5.166)	(8.744)
	3.507 2.326		-	-		Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the beginning of the period of	73.509	85.699	59.386	68.123
Exchange Differeces on translating foreign operations	(362) (1.210)		39	(513)		merged subsidiaries	-	-	2.806	6
Reserves for available for sale investments	9.426 867		37.320	31.098		Cash and cash equivalents at the end of the period	65.676	73.509	57.026	59.386
Revaluation reserves of other assets	190 2.973		(605)	(189)
Other reserves	72 -		(191)	-
Tax on other comprehensive income	(2.131) (3.184)		(9.679)	(8.964)
Amounts not reclassified to the income statement in subsequent periods
Actuarial revaluation of liabilities for personnel retirement/ benefits	204 (489)		(259)	19
Tax on other comprehensive income	(59) 130		69	(5)
Total other comprehensive income for the
period net of tax	5.000 7.260		26.694	21.445

13.

The "squeeze-out" of ATHENA SA's shareholders was concluded in early July 2018, rendering the Company the sole shareholder of ATHENA SA. An extraordinary general meeting of ATHENA SA's sole shareholder in July 2018 approved the delisting from the Athens Stock Exchange, a move cleared by the Capital Markets Commission in early August 2018. The company has begun the process of full absorption of ATHENA SA. The merger plan was approved on 25.09.2018 by the Finance Ministry and the decision was posted on the General Commercial Registry. Transformation balance sheet date was 31/12/2017. The relevant merger procedure for absorption was completed by the registration in the general commercial register of the Ministry of Finance by the Approval Decision 135598 / 14.12.2018.

The 2nd Repeat Extraordinary General Meeting of Company shareholders held on September, 2019 approved a share capital increase amounting up to €20 million through a rights issue for all its shareholders, at an issue price of €0.45 per share. Prior to the capital increase, the par value of Company shares will be reduced from €0.58 to €0.30, thereby causing a €21,743,358 reduction in total nominal share capital, capitalising an equal amount of accumulated losses. Due to the uncertainty that arose for the four joint venture projects with J & P (Overseas) Ltd,

14.	approval.	which was liquidated in October 2018, it was not possible to submit the relevant Information Memorandum in time for approval to the Securities and Exchange Commission, resulting in the four month period of validity of the relevant decision of the General Meeting of Shareholders without realization of the capital increase. The issue was resubmitted for approval by the shareholders at the beginning of 2019. The 2nd Repeat Extraordinary General Meeting of the Company's Shareholders held on 27.03.2019 decided the increase of the share capital by 20 million euro by cash payment and preference right to all shareholders with an issue price of € 0.30 per share. The capital increase will be realized through the issue of 66,666,666 new ordinary shares in the amount of approximately 0.85849971 new shares per old one. The relevant Information Memorandum is expected to be submitted shortly to the Securities and Exchange Commission for
15.	of Directors with a three-year term, ie until 26.03.2022.	In addition, the 2nd Repeat Extraordinary General Meeting held on 27.03.2019 decided the change of the Company's name from J & P-AVAX SA to AVAX SA and the election of a new Board
16.	sector.	In April 2018, lender banks approved the amendment of terms of the two Syndicated Bond Loans issued by the Company. More specifically, the amendments related to a two-year extension and restructuring of the repayment schedule and a drop in the interest rate spread. The move granted the Company the scope to service both bond loans with no burden on its construction
17.	Odos and the operating company Attica Routes, increasing the Group's participation to 34.21%.	During 2018, AVAX increased its participation in two contracts for basic road concessions, Attiki Odos and the Aegean Motorway. In June 2018, the Company increased its participation in the Aegean Motorway to 23.61% from 21.25%. In November 2018, the Company acquired from Piraeus Bank an additional 3.38% for a consideration of € 19.5 million in the concession of Attiki
18.	contracts of cooperation with customers and co-operating banks (see note 41 on the annual financial statements).	The focus of the Audit Report refers to the J & P (Overseas) Limited winding-up application by which the Company participates jointly in overseas projects and the related revision of the
19.	application of IFRS 9 and 15 (see note 42 of the annual financial statements of 31.12.2018).	The Group applied IFRS 9 and 15 using the cumulative effect method. According to this method, comparative information is not restated.The parent company was not affected by the
20.	effect on equity, profit or loss and the aggregate net income of the company.	Certain figures on the financial statements of the previous year have been reclassified in order to be comparable to the corresponding amounts of the present year. This reclassification had no
			Marousi April 25th, 2019
	CHAIRMAN & EXECUTIVE DIRECTOR	DEPUTY CHAIRMAN & EXECUTIVE DIRECTOR	MANAGING DIRECTOR	GROUP CFO	CHIEF ACCOUNTANT
	CHRISTOS JOANNOU	KONSTANTINOS KOUVARAS	KONSTANTINOS MITZALIS	ATHENA ELIADES	GEORGE GIANNOPOULOS
	I.D. No. 889746	I.D. No AI 597426	I.D. No. AN 033558	I.D. No.550801	I.D. No. AI 109515