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Hellenic Petroleum Holdings S.A.

Quarterly Report Nov 8, 2018

2720_10-q_2018-11-08_86dd4b12-a509-4132-9a2a-ca126b9ee837.pdf

Quarterly Report

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H E L L E N I C P E T R O L E U M S. A. General Commercial Registry 000296601000 (A.R.M.A.E. 2443/06/B/86/23)

COMPANY

Head office Address: A
8
, CHIMARRAS STR. - 15125 MAROUSI
Website : http://www.helpe.gr
Approval date of the nine month financial information by the Board of 8 NOVEMBER 2018
Directors
STATEMENT OF FINANCIAL POSITION STATEMENT OF CHANGES IN EQUITY
(Amounts in thousands €) GROUP COMPANY (Amounts in thousands €) GROUP COMPANY
30/9/2018 31/12/2017 30/9/2018 31/12/2017 30/9/2018 30/9/2017 30/9/2018 30/9/2017
ASSETS Total equity at beginning of the year 1/1/2018 (published) & 1/1/2017 2.371.574 2.141.635 1.809.223 1.590.150
Property, plant and equipment 3.261.709 3.311.893 2.679.748 2.719.172 Change in accounting policy (3.252) - (906) -
Intangible assets 106.354 105.684 6.447 7.042 Total equity at beginning of the year 1/1/2018 (restated) & 1/1/2017 2.368.322 2.141.635 1.808.317 1.590.150
Other non-current assets 855.986 862.616 711.007 691.308 Total comprehensive (loss) / income for the period 357.961 259.709 332.578 223.132
Inventories 1.211.620 1.056.393 1.108.231 963.746 Share based payments (1.042) (7.210) (1.043) (7.210)
Trade and other receivables 938.400 791.205 1.087.558 989.901 Acquisition of Treasury Shares (561) (10.245) (561) (10.245)
Derivative financial instruments 21.925 11.514 21.925 11.514 Issue of Treasury shares to employees 1.042 7.210 1.042 7.210
Cash, cash equivalents and restricted cash 1.053.450 1.018.913 878.900 813.251 Participation of minority shareholders in share capital increase of subsidiary 17 76 - -
Investment in equity instruments 839 1.857 460 1.252 Tax on intra-group dividends (123) (136) - -
Assets held for sale 3.600 - - - Dividends to non-controlling interests (2.061) (2.561) - -
TOTAL ASSETS 7.453.883 7.160.075 6.494.276 6.197.186 Dividends (76.408) (61.127) (76.408) (61.127)
Transfer of grant received to tax free reserves 80 - - -
Total equity at the end of the period 2.647.227 2.327.351 2.063.925 1.741.910
EQUITY AND LIABILITIES
Share capital 666.285 666.285 666.285 666.285
Share premium 353.796 353.796 353.796 353.796
Retained earnings and other reserves 1.563.282 1.288.578 1.043.844 789.142 STATEMENT OF CASH FLOW
Capital and reserves attributable to Company Shareholders (a) 2.583.363 2.308.659 2.063.925 1.809.223 (Amounts in thousands €) GROUP COMPANY
Non-controlling interests (b) 63.864 62.915 - - 1/1/2018- 1/1/2017- 1/1/2018- 1/1/2017-
TOTAL EQUITY (c) = (a) + (b) 2.647.227 2.371.574 2.063.925 1.809.223 30/9/2018 30/9/2017 30/9/2018 30/9/2017
Long-term borrowings 1.424.034 920.234 1.454.547 909.579 Cash flows from operating activities
Provisions and other long term liabilities 349.786 299.938 265.707 215.917 Profit before Income Tax 507.269 367.249 472.301 318.697
Short-term borrowings 1.403.323 1.900.269 1.195.369 1.704.951
Other short-term liabilities 1.629.513 1.668.060 1.514.728 1.557.516
Total liabilities (d) 4.806.656 4.788.501 4.430.351 4.387.963 Adjustments for:
Depreciation and amortisation of tangible and intangible assets
Impairment of fixed and intangible assets
142.631
3.112
140.588
-
104.182
840
104.368
-
TOTAL EQUITY AND LIABILITIES (c) + (d) 7.453.883 7.160.075 6.494.276 6.197.186 Amortisation of grants (605) (645) (490) (523)
Finance Expense 114.569 131.413 105.089 118.303
Other non-current assets 855.986 862.616 711.007 691.308 Total comprehensive (loss) / income for the period 357.961 259.709 332.578 223.132
Inventories 1.211.620 1.056.393 1.108.231 963.746 Share based payments (1.042) (7.210) (1.043) (7.210)
Trade and other receivables 938.400 791.205 1.087.558 989.901 Acquisition of Treasury Shares (561) (10.245) (561) (10.245)
Derivative financial instruments 21.925 11.514 21.925 11.514 Issue of Treasury shares to employees 1.042 7.210 1.042 7.210
Cash, cash equivalents and restricted cash 1.053.450 1.018.913 878.900 813.251 Participation of minority shareholders in share capital increase of subsidiary 17 76 - -
Investment in equity instruments 839 1.857 460 1.252 Tax on intra-group dividends (123) (136) - -
Assets held for sale 3.600 - - - Dividends to non-controlling interests (2.061) (2.561) - -
TOTAL ASSETS 7.453.883 7.160.075 6.494.276 6.197.186 Dividends (76.408) (61.127) (76.408) (61.127)
Transfer of grant received to tax free reserves 80 - - -
Total equity at the end of the period 2.647.227 2.327.351 2.063.925 1.741.910
EQUITY AND LIABILITIES
Share capital 666.285 666.285 666.285 666.285
Share premium 353.796 353.796 353.796 353.796
Retained earnings and other reserves 1.563.282 1.288.578 1.043.844 789.142 STATEMENT OF CASH FLOW
Capital and reserves attributable to Company Shareholders (a) 2.583.363 2.308.659 2.063.925 1.809.223 (Amounts in thousands €) GROUP COMPANY
Non-controlling interests (b) 63.864 62.915 - - 1/1/2018- 1/1/2017- 1/1/2018- 1/1/2017-
TOTAL EQUITY (c) = (a) + (b) 2.647.227 2.371.574 2.063.925 1.809.223 30/9/2018 30/9/2017 30/9/2018 30/9/2017
Long-term borrowings 1.424.034 920.234 1.454.547 909.579 Cash flows from operating activities
Provisions and other long term liabilities 349.786 299.938 265.707 215.917 Profit before Income Tax 507.269 367.249 472.301 318.697
Short-term borrowings 1.403.323 1.900.269 1.195.369 1.704.951
Other short-term liabilities 1.629.513 1.668.060 1.514.728 1.557.516
Total liabilities (d) 4.806.656 4.788.501 4.430.351 4.387.963 Adjustments for:
Depreciation and amortisation of tangible and intangible assets 142.631 140.588 104.182 104.368
Impairment of fixed and intangible assets 3.112 - 840 -
TOTAL EQUITY AND LIABILITIES (c) + (d) 7.453.883 7.160.075 6.494.276 6.197.186 Amortisation of grants (605) (645) (490) (523)
Finance Expense 114.569 131.413 105.089 118.303
Finance Income (2.783) (3.020) (7.026) (9.278)
Share of operating profit of associates (28.484) (34.956) - -
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD Provisions for expenses and valuation charges 59.664 25.168 58.188 20.991
(Amounts in thousands €) GROUP Foreign exchange (gains) / losses (2.540) 8.317 (2.721) 8.625
1/1/2018- 1/1/2017- 1/7/2018 1/7/2017 Dividend income - - (35.083) (33.724)
30/9/2018 30/9/2017 30/9/2018 30/9/2017 Amortisation of long-term contracts costs 1.970 7.128 (2.097) 10.302
(Gain)/Loss on sales of property, plant and equipment (65) 225 (1.161) 280
Sales 7.341.129 5.888.487 2.674.220 1.822.785 794.738 641.467 692.022 538.041
1/1/2018- 1/1/2017- 1/7/2018 1/7/2017 Dividend income - - (35.083) (33.724)
30/9/2018 30/9/2017 30/9/2018 30/9/2017 Amortisation of long-term contracts costs 1.970 7.128 (2.097) 10.302
(Gain)/Loss on sales of property, plant and equipment (65) 225 (1.161) 280
Sales 7.341.129 5.888.487 2.674.220 1.822.785 794.738 641.467 692.022 538.041
Gross profit 920.216 779.045 324.614 276.154
Operating profit 588.031 469.003 208.668 177.551 Changes in working capital
Profit before Income Tax 507.269 367.249 184.312 140.087 (Increase) / decrease in inventories (156.964) 7.969 (147.887) 6.836
Less : Taxes (147.341) (94.043) (49.556) (34.525) (Increase) / decrease in trade and other receivables (156.804) 44.714 (103.448) 87.424
Profit for the period 359.928 273.206 134.756 105.562 Increase / (decrease) in payables (184.068) (409.439) (181.849) (413.096)
Less:
Attributable to: Income tax paid / received (2.571) (5.626) 2.224 (20)
Owners of the parent 356.936 270.905 133.325 103.454 Net cash generated from / (used in) operating activities (a) 294.331 279.085 261.062 219.185
Non-controlling interests 2.992 2.301 1.431 2.108
359.928 273.206 134.756 105.562
Other comprehensive (loss)/income for the period, net of tax (1.967) (13.497) (2.735) 7.552 Cash flows from investing activities
Total comprehensive (loss) / income for the period 357.961 259.709 132.021 113.114 Purchase of property, plant and equipment & intangible assets (94.985) (137.539) (63.368) (110.018)
Proceeds from disposal of property, plant and equipment & intangible assets 227 401 - -
Attributable to: Settlement of consideration of acquisition of further equity interest in subsidiary (16.000) - (16.000) -
Owners of the parent 354.967 258.101 130.650 110.885 Purchase of subsidiary, net of cash acquired (1.298) - - -
Non-controlling interests 2.994 1.608 1.371 2.229 Grants received 80 - - -
357.961 259.709 132.021 113.114 Interest received 2.783 3.020 7.026 9.278
Dividends received 24.023 19.346 35.083 33.724
Basic and diluted earnings per share (in Euro per share) 1,17 0,89 0,44 0,34 Investments in associates - net - (147) - -
Participation in share capital increase of affiliated companies - - (21.054) (3.917)
Earnings Before Interest, Taxes, Depreciation and Proceeds from disposal of investments in equity instruments 263 - (16.000) -
Amortisation (EBITDA) 730.661 609.590 257.649 230.184 Net cash generated from / (used in) investing activities (b) (84.907) (114.919) (58.313) (70.933)
Less:
Attributable to: Income tax paid / received (2.571) (5.626) 2.224 (20)
Owners of the parent 356.936 270.905 133.325 103.454 Net cash generated from / (used in) operating activities (a) 294.331 279.085 261.062 219.185
Non-controlling interests 2.992 2.301 1.431 2.108
359.928 273.206 134.756 105.562
Other comprehensive (loss)/income for the period, net of tax (1.967) (13.497) (2.735) 7.552 Cash flows from investing activities
Total comprehensive (loss) / income for the period 357.961 259.709 132.021 113.114 Purchase of property, plant and equipment & intangible assets (94.985) (137.539) (63.368) (110.018)
Proceeds from disposal of property, plant and equipment & intangible assets 227 401 - -
Attributable to: Settlement of consideration of acquisition of further equity interest in subsidiary (16.000) - (16.000) -
Owners of the parent 354.967 258.101 130.650 110.885 Purchase of subsidiary, net of cash acquired (1.298) - - -
Non-controlling interests 2.994 1.608 1.371 2.229 Grants received 80 - - -
357.961 259.709 132.021 113.114 Interest received 2.783 3.020 7.026 9.278
Dividends received 24.023 19.346 35.083 33.724
Basic and diluted earnings per share (in Euro per share) 1,17 0,89 0,44 0,34 Investments in associates - net - (147) - -
Participation in share capital increase of affiliated companies - - (21.054) (3.917)
Earnings Before Interest, Taxes, Depreciation and Proceeds from disposal of investments in equity instruments 263 - (16.000) -
Amortisation (EBITDA) 730.661 609.590 257.649 230.184 Net cash generated from / (used in) investing activities (b) (84.907) (114.919) (58.313) (70.933)

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD

(Amounts in thousands €) COMPANY Cash flows from financing activities
1/1/2018- Interest paid
1/1/2017-
1/7/2018
1/7/2017
(99.981) (126.677) (92.376) (128.829)
30/9/2018 30/9/2017 30/9/2018 30/9/2017 Dividends paid to shareholders of the Company (74.480) (59.578) (74.480) (59.578)
Dividends paid to non-controlling interests (2.061) (2.561) - -
Sales 6.734.332 5.322.795 2.411.682 1.598.741 Loans to affiliated companies - - (2.925) -
Gross profit 665.848 527.661 220.451 173.537 Movements in restricted cash 144.445 11.873 144.445 11.873
Operating profit 532.560 402.623 174.555 138.553 Acquisition of treasury shares (561) (10.245) (561) (10.245)
Profit before Income Tax 472.301 318.697 141.940 103.193 Participation of minority shareholders in share capital increase of subsidiary 17 76 - -
Less : Taxes (139.575) (83.559) (42.941) (29.156) Proceeds from borrowings 408.089 285.800 436.284 303.157
Profit for the period 332.726 235.138 98.999 74.037 Repayments of borrowings (409.724) (473.400) (406.857) (446.937)
Net cash generated from / (used in) financing activities (c) (34.256) (374.712) 3.530 (330.559)
Other comprehensive (loss)/income for the period, net of tax (148) (12.006) (1.016) 7.091
Total comprehensive income for the period 332.578 223.132 97.983 81.128
Net decrease in cash & cash equivalents (a)+(b)+(c) 175.168 (210.546) 206.279 (182.307)
Basic and diluted earnings per share (in Euro per share) 1,09 0,77 0,32 0,24 Cash & cash equivalents at the beginning of the period 873.261 924.055 667.599 731.258
Exchange gains/(losses) on cash and cash equivalents 3.813 (9.464) 3.815 (8.625)
Earnings Before Interest, Taxes, Depreciation and Net increase/(decrease) in cash & cash equivalents 175.168 (210.546) 206.279 (182.307)
Amortisation (EBITDA) 636.742 506.991 210.569 179.985 Cash & cash equivalents at end of the period 1.052.242 704.045 877.693 540.326

ADDITIONAL INFORMATION

  1. The amount of provisions included in the Statement of Financial Position are as follows:
GROUP COMPANY
a) for pending legal cases 4.250 2.291
b) for tax matters 2.403 0
c) for retirement benefit obligations 149.404 117.257
d) for other provisions relating to expenses 75.367 75.295
  1. Other comprehensive income for the period, net of tax, for the Group and the parent company are as follows:
Net income/(expense) recognised directly in equity (1.967) (13.497) (148) (12.006)
Currency translation differences and other movements (481) 577 - -
Derecognition of gains/ (losses) on hedges through comprehensive income (14.920) 1.979 14.920 1.979
Reduction in value of land and buildings - (1.669) - -
Actuarial gains/(losses) on defined benefit pension plans (7.579) (2.219) (6.200) (1.775)
Fair value gains/(losses) on cash flow hedges 21.537 (13.014) (8.303) (13.014)

30/9/2018 30/9/2017 30/9/2018 30/9/2017 Changes in the fair value of equity instruments (524) 849 (565) 804 GROUP COMPANY

  1. Transactions and balances with related parties for the Group and the parent company (in thousands of €) are as follows:
GROUP COMPANY
Sales of goods and services 773.325 2.810.197
Purchases of goods and services 641.673 684.725
Receivables 118.914 530.661
Payables 17.861 43.894
Board members and senior management remuneration & other benefits 4.551 4.337
Amounts due to/(from) Board members and senior management 0 0

Athens, 8th of November 2018

The following financial data and information are only for general information purposes with regard to the financial position and results of HELLENIC PETROLEUM Group and the parent company. We, therefore, recommend to the reader, before making any investment decision, or proceeding to any transaction with the company, to refer to the company's internet address, where the financial statements in accordance with International Financial Reporting Standards are available, together with the auditors' review report.

  1. Νοte No. 24 of the interim condensed consolidated financial statements includes all subsidiaries and associated companies and their related information. 2. No company shares, other than those disclosed as treasury shares in Note 16 of the interim condensed consolidated financial statements, are owned either by the parent company or any of the subsidiaries as at the end of the period. 3. With regards to tax audits carried out by Certified Auditors, all Group companies based in Greece have received unqualified Tax Compliance Reports by their respective statutory auditor, for fiscal years up to 2017 (inclusive). With regards to tax audits carried out by the Tax Authorities, tax audits have been completed as follows: a) for Hellenic Petroleum S.A for years up to and including 2011, b) for former Hellenic Fuels SA for years up to and including 2011, with ongoing audits for subsequent years up to and including 2013, c) for EKO S.A for years up to and including 2010. Notwithstanding the possibility of future tax audits, the Group's management believes that no additional material liability will arise as a result of unaudited tax years over and above the tax liabilities and provisions recognized in the interim condensed consolidated financial statements for the period ended 30 September 2018 (Note 22 of the interim condensed consolidated financial statements). 4. The accounting policies used in the preparation of the interim condensed consolidated financial statements for the period ended 30 September 2018 are consistent with those applied for the preparation of the annual consolidated financial statements for the year ended 31 December 2017, except from the new or revised accounting standards and interpretations that have been implemented in 2018, as outlined in Note 2 of the interim condensed consolidated financial statements of 30 September 2018. Where necessary, comparative figures have been reclassified to conform to changes in the presentation of the current financial period. 5. As mentioned in Note 22 of the interim condensed consolidated financial statements, the Group's entities are involved in a number of legal proceedings and have various unresolved claims pending arising in the ordinary course of business. Based on currently available information, management believes the outcome will not have a significant impact on the Group's operating results or financial position. 6. During the nine month period ended 30 September 2018 the following actions performed for the sale of DESFA: Best and final offers were submitted by the two Shortlisted Parties on 29 March 2018. The consortium formed by SNAM S.p.A., FLUXYS S.A. and Enagas Internacional S.L.U. confirmed its best and final offer on 19 April 2018, offering an amount of €535 million for the purchase of the 66% of DESFA. The above binding offer has been accepted by the Board of Directors and the Extraordinary General Meeting of Shareholders of Hellenic Petroleum on 19 April 2018 and 14 May 2018 respectively, while on 13 July 2018, the European Commission provided its approval under the EU Merger Regulation. On 20 July 2018 a Share Sale & Purchase Agreement has been executed by HRADF & HELPE as Sellers and "SENFLUGA Energy Infrastructure Holdings S.A." (SNAM-Enagas-Fluxys Consortium SPV) as Purchaser and a Shareholders' Agreement for DESFA has been executed between SENFLUGA S.A. and the Hellenic Republic. Although the parties undertake valid commitments upon signing of the SPA, the effectiveness of the totality of the provisions of the SPA (including the transfer of shares and the payment of the consideration) remains subject to approvals, some of which lie beyond the control or diligent behavior of the parties (Note 7). 7. Number of employees at 30/09/2018 in Greece: Company: 2,054, Group: 2,847 30/09/2017: Company: 2,060, Group: 2,839).

FINANCIAL DATA AND INFORMATION FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 SEPTEMBER 2018 (In accordance with decision of the Board of Directors of the Capital Market Commission 4/507/28.04.2009)

CHAIRMAN OF THE BOARD DEPUTY CHIEF EXECUTIVE OFFICER ACCOUNTING DIRECTOR & & CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

EFSTATHIOS N. TSOTSOROS ANDREAS N. SHIAMISHIS STEFANOS I. PAPADIMITRIOU

ID. Number ΑΕ 075524 ID. Number ΑΑ 010147 ID. Number ΑΚ 553436

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