Motor Oil (Hellas) Refineries S.A.

Annual Report • Mar 18, 2019

The financial data and information below provide general information about the financial position and the results of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and the Group. Readers requiring full information on the financial position and results should refer to the annual financial statements, prepared in accordance with International Financial Reporting Standards, as well as the auditors' report. Indicatively, readers may visit the company's website where the above mentioned information can be found.

THE CHAIRMAN OF THE BoD AND MANAGING DIRECTOR

VARDIS J. VARDINOYANNIS I.D. No K 011385/82

THE CHIEF ACCOUNTANT

THEODOROS N. PORFIRIS

I.D. No R 557979/94 E.C.G. Licence No. 0018076 A' Class

THE DEPUTY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

PETROS T. TZANNETAKIS I.D. No R 591984/94

Maroussi, March 15, 2019

Cash and cash equivalents at year end 679,426 714,026 600,433 638,815

ADDITIONAL INFORMATION

INFORMATION ABOUT THE COMPANY					STATEMENT OF PROFIT OR LOSS AND	GROUP		COMPANY
Authority:	Ministry of Finance				OTHER COMPREHENSIVE INCOME	Amounts in thd Euro		Amounts in thd Euro
Company's website:	www.moh.gr							01.01-31.12.2018 01.01-31.12.2017 01.01-31.12.2018 01.01-31.12.2017
Board of Directors:			Chairman and Managing Director: Vardis J. Vardinoyannis
		Vice-Chairman: Ioannis V. Vardinogiannis			Turnover	9,491,501	7,843,482	7,205,541	5,739,354
			Deputy Managing Directors: Ioannis N. Kosmadakis, Petros T.Tzannetakis,		Gross profit / (loss)	666,865	818,974	377,399	548,136
			Members: George P. Alexandridis, Michael -Matheos J. Stiakakis,		Profit / (loss) before tax and interest	392,043	515,544	336,068	472,767
			Theofanis Chr. Voutsaras, Niki D. Stoufi, Antonios Th. Theocharis,		Profit / (loss) before tax	355,395	450,301	316,995	422,310
			Anastasios-Elias Chr. Triandaphyllidis, Panagiotis J. Konstantaras.
Approval date of the annual financial statements:		15 March 2019			Profit / (loss) after tax (A)	254,713	313,556	228,099	295,635
The certified auditor:		Tilemachos Ch. Georgopoulos
					-Shareholders	257,432	315,181	228,099	295,635
Auditing company: Auditors' report:	Deloitte.	Unqualified opinion			-Non-controlling interests	(2,719)	(1,625)	0	0
STATEMENT OF FINANCIAL POSITION					Other comprehensive income after tax (B)	(1,867)	(12,385)	(2,148)	(9,689)
	GROUP		COMPANY		Total comprehensive income after tax (Α)+(Β)	252,846	301,171	225,951	285,946
	Amounts in thd Euro		Amounts in thd Euro
	31.12.2018	31.12.2017	31.12.2018	31.12.2017	-Shareholders	255,480	303,100	225,951	285,946
ASSETS					-Non-controlling interests	(2,634)	(1,929)	0	0
Property, plant and equipment	1,054,977	1,023,031	689,771	679,765
					Earnings per share - basic (in Euro)	2.3238	2.8450	2.0590	2.6686
Ιntangible assets	55,987	41,787	759	718	Proposed dividend per share - (in Euro)			1.3000	1.3000
Other non-current assets	83,330	83,388	218,861	197,153	Profit / (loss) before tax, interest and depreciation	494,173	619,452	410,145	550,478
Inventories	561,444	635,541	424,292	498,763
Trade receivables	283,947	294,903	189,367	225,917	STATEMENT OF CASH FLOWS
Other current assets	807,796	816,498	658,317	664,713	Indirect Method	GROUP		COMPANY
TOTAL ASSETS	2,847,481	2,895,148	2,181,367	2,267,029		Amounts in thd Euro		Amounts in thd Euro
								01.01-31.12.2018 01.01-31.12.2017 01.01-31.12.2018 01.01-31.12.2017
TOTAL EQUITY AND LIABILITIES					Operating activities
Share capital	83,088	83,088	83,088	83,088	Profit / (loss) before tax	355,395	450,301	316,995	422,310
Other shareholders' equity	1,022,228	928,803	874,914	798,749	Plus / Less adjustments for:
Total shareholders' equity (a)	1,105,316	1,011,891	958,002	881,837	Depreciation	103,069	105,000	75,015	78,769
Non-controlling interests (b)	6,906	6,992	0	0	Provisions	(1,752)	6,349	1,180	(1,277)
Total equity (c) = (a) + (b)	1,112,222	1,018,883	958,002	881,837	Exchange differences	6,016	(14,541)	5,877	(12,001)
Long term borrowings	751,835	805,648	576,287	583,683	Investment income (expenses)	(10,526)	(10,490)	(9,712)	(3,454)
Other non-current liabilities	149,663	166,356	101,497	116,135	Interest and related expenses	49,174	76,537	28,095	53,663
Short term borrowings	178,024	188,417	32,256	83,692	Movements in working capital:
Other current liabilities	655,737	715,844	513,325	601,682	Decrease / (increase) in inventories	74,097	(73,876)	74,471	(40,368)
Total liabilities (d)	1,735,259	1,876,265	1,223,365	1,385,192	Decrease / (increase) in receivables	8,505	(31,299)	42,194	(4,777)
TOTAL EQUITY & LIABILITIES (c) + (d)	2,847,481	2,895,148	2,181,367	2,267,029	(Decrease) / increase in payables (excluding loans)	(45,272)	62,529	(74,848)	42,580
					Less:
STATEMENT OF CHANGES IN EQUITY					Interest and related expenses paid	(48,908)	(75,848)	(28,827)	(53,307)
	GROUP		COMPANY		Taxes paid	(163,404)	(193,700)	(154,450)	(176,403)
	Amounts in thd Euro		Amounts in thd Euro		Net cash (used in) / from operating activities (a)	326,394	300,962	275,990	305,735
	31.12.2018	31.12.2017	31.12.2018	31.12.2017	Investing activities
					(Increase) / decrease of interest in subsidiaries and associates	(15,286)	(6,014)	(21,737)	(8,600)
Equity opening balance					Purchase of tangible and intangible assets	(135,479)	(100,463)	(85,153)	(58,449)
(01.01.2018 and 01.01.2017 respectively)	1,018,883	824,060	881,837	706,675	Proceeds from the sale of tangible and other intangible assets	260	3,254	90	179
Effect of change in accounting policies (adoption					Interest received	6,541	2,068	6,415	1,889
of IFRS 9) (note 2a of the financial statements)	(12,536)	0	(229)	0	Dividends received	4,099	3,902	768	767
Adjusted balance as at 1 January 2018	1,006,347	824,060	881,608	706,675	Net cash (used in) / from investing activities (b)	(139,865)	(97,253)	(99,617)	(64,214)
Non-controlling interest arising on the acquisition /					Financing activities
establishment of subsidiary	1,657	4,551	0	0	Share capital increase	1,226	0	0	0
Increase in Subsidiary's Share Capital	1,226	0	0	0	Proceeds from loans	240,631	656,749	93,347	629,428
Acquisition of Subsidiary's Minority Interest	(6)	0	0	0	Repayments of loans	(313,313)	(835,774)	(158,545)	(810,044)
Total comprehensive income after tax	252,846	301,171	225,951	285,946	Repayments of finance leases	(2)	(44)	0	(41)
Dividends	(149,848)	(110,899)	(149,557)	(110,784)	Dividends paid	(149,671)	(110,899)	(149,557)	(110,784)
Equity closing balance					Net cash (used in) / from financing activities (c)	(221,129)	(289,968)	(214,755)	(291,441)
(31.12.2018 and 31.12.2017 respectively)	1,112,222	1,018,883	958,002	881,837	Net increase / (decrease) in cash and cash equivalents (a)+(b)+( c)	(34,600)	(86,259)	(38,382)	(49,920)
					Cash and cash equivalents at beginning of the year	714,026	800,285	638,815	688,735

• 1. Please refer to note 16 of the financial statements, for the companies included in the consolidation (including their place of incorporation, shareholding percentage and method of consolidation). The newly acquired/established companies "IREON VENTURES LTD" , "NRG TRADING HOUSE S.A.", "MEDIAMAX HOLDINGS LIMITED" (ex "SEILLA ENTERPRISES LIMITED") and "NEVINE HOLDINGS LIMITED" are included in the consolidation. Also, "NUR-MOH HELIOTHERMAL S.A." is not included in the consolidation due to its sale.
• 2. Please refer to note 38 of the financial statements where there is a detailed report on the management of the financial risks in connection with the capital controls of the Greek banks that have been imposed and are still in force, for which the Group's management considers that they will not affect materially the normal course of business of the Group and the Company for the foreseeable future.
• 3. There are legal claims by third parties against the Group amounting to approximately Euro 16.0 million (Company: approximately Euro 13.1 million). There are also legal claims of the Group against third parties amounting to approximately Euro 19.9 million (Company: Euro 0.1 million). For all above mentioned cases, the final outcome cannot be currently estimated. In addition, we do not expect material liabilities to arise from the tax unaudited fiscal years. Total provisions accounted for the Group are as follows: a) provision for doubtful debts Euro 2,365 thousand (Company: Euro 0 thousand), and b) provision for staff leaving indemnities Euro 71,565 thousand (Company: Euro 56,469 thousand).
• 4. The unaudited, by the Tax Authorities, fiscal years of the Group and the Company are mentioned in note 30 of the financial statements.
• 5. As at December 31, 2018 the Group's personnel headcount amounts to 2,251 (31.12.2017: 2,189) and the Company's personnel headcount amounts to 1,289 (31.12.2017: 1,257).
• 6. Other comprehensive income after tax for the Group refer to expenses for the increase of share capital Euro 8 thousand, actuarial losses on defined plans Euro 2,097 thousand, share of other comprehensive income of associates accounted for using the equity method Euro 79 thousand, taxes Euro 39 thousand and exchange differences on translating foreign operations Euro 278 thousand. Other comprehensive income after tax for the Company refer to actuarial losses on defined plans Euro 2,142 thousand and taxes Euro 5 thousand.
• 7. On April 2018 "IREON INVESTMENTS LTD", 100% subsidiary of "Motor Oil (HELLAS) SA" based in Cyprus, established 100% owned "IREON VENTURES LTD", a holding company with registered office in Nicosia, Cyprus with an initial share capital of Euro 1,000. On September 9th 2018 the Company completed the acquisition process of a 90% stake of the company "NRG TRADING HOUSE S.A." with registered offices in Maroussi, Greece which engages in the energy sector as electrical energy supplier (note 29 of the financial statements). Within October 2018 "MOTOR OIL (HELLAS) S.A." acquired at 100% "SEILLA ENTERPRISES LIMITED", an investment company, based in Cyprus with an initial share capital of Euro 1,000. The company changed its name to "MEDIAMAX HOLDINGS LIMITED". Also, within October 2018 "MOTOR OIL (HELLAS) S.A." through its 100% subsidiary "MEDIAMAX HOLDINGS LIMITED" (ex. "SEILLA ENTERPRISES LIMITED") acquired at 100% "NEVINE HOLDINGS LIMITED" an investment company, based in Cyprus with an initial share capital of Euro 1,000.
• 8. Within January 2019 the Company concluded with the sale of the 50% stake it held in "M&M NATURAL GAS S.A." to "MYTILINAIOS S.A. GROUP OF COMPANIES". On 22 February 2019, the Hellenic Competition Commission approved the released in October 2018 acquisition of 50% stake in "ALPHA SATELLITE TELEVISION S.A.", "ALPHA RADIO S.A." and "ALPHA RADIO KRONOS S.A." . This transaction has not finalized until the issue of these financial statements. Within March 2019 the Company concluded with the acquisition of a 38% stake in "Tallon Commodities Limited" with registered offices in England and "Tallon PTE LTD" with registered offices in Singapore. These companies have activities in the sector of risk management and commodities trading. On 5 March 2019, it was announced that the Regulatory Authority for Energy, granted to DIORYGA GAS S.A. a license for an Independent Natural Gas System – FSRU (Floating Storage Gasification Unit).
• 9. The impact of the adoption of IFRS 9 on the Group's and the Company's financial statements are pictured in note 2a of the financial statements.
• 10.Transactions and balances of the Group and the Company, with related parties according to IAS 24 in Euro thousand:

	GROUP	COMPANY
INCOME	366,323	2,291,481
EXPENSES	1,698	543,583
RECEIVABLES	17,140	84,364
PAYABLES	187	435,745
OTHER BENEFITS & REMUNERATION OF BoD MEMBERS AND TOP MANAGEMENT	12,145	6,561
RECEIVABLES FROM BoD MEMBERS AND TOP MANAGEMENT	0	0
PAYABLES TO BoD MEMBERS AND TOP MANAGEMENT	0	0

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

G.E.MI. 272801000

(EX PREF.REG. No. 1482/06/B/86/26)

HEADQUARTERS: 12A IRODOU ATTIKOU STR.,151 24 MAROUSSI

FIGURES AND FINANCIAL INFORMATION FOR THE YEAR FROM 1 JANUARY 2018 TO 31 DECEMBER 2018