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Terna Energy S.A. Audit Report / Information 2006

Sep 24, 2015

2713_10-k_2015-09-24_fe2d3ea2-e942-4b5c-9c81-a50ab3258fea.pdf

Audit Report / Information

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TERNA GROUP SA

ANNUAL FINANCIAL STATEMENTS OF THE PARENT COMPANY AND ITS GROUP AS AT THE 31ST OF DECEMBER 2006 IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

TABLE OF CONTENTS

CONSOLIDATED MANAGEMENT REPORT 3
EXPLANATORY REPORT 5
BALANCE SHEET 8
INCOME STATEMENT 10
CASH FLOW STATEMENT 12
STATEMENT OF CHANGES IN EQUITY 14
1. ESTABLISHMENT AND ACTIVITY OF THE COMPANY 16
2. BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS 16
3. SUMMARY OF KEY ACCOUNTING PRINCIPLES 17
4. ERROR CORRECTION OF PREVIOUS PUBLICATIONS 25
5. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES 31
6. GROUP STRUCTURE 31
7. INTANGIBLE ASSETS 36
8. TANGIBLE FIXED ASSETS 37
9. INVESTMENT PROPERTY 42
10. INVENTORIES AND WORK IN PROGRESS 42
11. TRADE RECEIVABLES AND PREPAYMENTS AND OTHER RECEIVABLES 43
12. CONTRACTS FOR THE CONSTRUCTION OF TECHNICAL PROJECTS 44
13. OTHER FINANCIAL ASSETS 45
14. CASH AND CASH EQUIVALENTS 45
15. LONG-TERM LOANS AND FINANCE LEASE 45
16. PROVISIONS FOR STAFF RETIREMENT INDEMNITIES 46
17. OTHER PROVISIONS 47
18. GRANTS 48
19. SUPPLIERS AND OTHER LIABILITIES 48
20. SHORT TERM LOANS 49
21. INCOME TAX 49
22. SHARE CAPITAL 51
23. REVENUES 51
24. COST OF SALES AND ADMINISTRATION AND DISTRIBUTION EXPENSES 51
25. OTHER OPERATING INCOME/(EXPENSES) 52
26. FINANCIAL INCOME/(EXPENSES) 52
27. PAYROLL COST 53
28. EXISTING CHARGES ON PROPERTY 53
29. RIGHTS IN JOINT-VENTURES 53
30. TRANSACTIONS WITH RELATED PARTIES 54
31. CONTINGENT LIABILITIES 54
32. POST-BALANCE SHEET DATE EVENTS 54
33. NON CURRENT ASSETS AVAILABLE FOR SALE AND DISCONTINUED
OPERATIONS 54
34. INFORMATION BY SECTOR OF ACTIVITY 55
INDEPENDENT AUDITOR'S REPORT 58

CONSOLIDATED MANAGEMENT REPORT (Consolidated annual report) of 31st December 2006 By the Board of Directors Of Societe Anonyme Company under the name «TERNA TOURISM CONSTRUCTION AND MARINE SOCIETE ANONYME COMPANY »

Dear Shareholders,

2006 was a really good year for the Group's construction sector. As already known, TERNA SA, that consolidates the construction activities of the GEK Group, is one of the most significant Greek construction companies presenting a continuous expansion abroad, in Balkans and Middle East.

The turnover from construction activity amounted to 284.3 million euros, compared to 225.1 million euros in 2005, while the backlog of undertaken projects at the end of 2006 amounted to approximately 1 billion euros compared to 400 million euros at the end of 2005 since a number of state and private projects were undertaken during 2006.

Indicatively, we mention the approximately 330 million euros Ioanian Road project. At the same time, the Group is declared as a temporary bidder for the construction and exploitation of Central Greece Motorway (a 400 million euros project).

The estimations for the Greek construction market are particularly positive for the coming years, since in the framework of the 3rd and 4rth Community Support Framework many projects of significant budget are expected to be announced, having the forms of either strictly state related or state and private joint ventures.

Also, in 2006 we undertook a project in Qatar, having a budget of 24 million euros (participation of TERNA) while the total backlog of projects in Middle East amounts to 375 million euros.

TERNA gains a significant presence in this area, allowing the optimism for further presence in that area, as the Middle East market is currently under strong growth phase and our Group is successfully placed in it and is expected to gain significant benefits in the coming years.

The construction market of Balkans remains our priority, since the entrance of Balkan countries in European Union strengthens the already significant infrastructure investments in these countries. The Group executes 3 projects in this area (Bulgaria, Romania, Skopje) for a total budget of 175 million euros.

The percentage of projects undertaken abroad to the total backlog reached 17 %.

The Group's energy sector is under a strong development phase. In the renewable energy sources sector, our subsidiary TERNA ENERGY, having a 10 year presence, is leading the development and installation of renewable energy sources in Greece. 8 wind parks of total capacity of 109 MW are currently operating, while 4 wind parks of total capacity of 71 MW are under construction. The Company holds production licences for 18 more wind parks of a total capacity of 521 MW. At the same time, there are applications submitted for the acquisition of production licences for 33 more wind parks for a total capacity of 896 MW.

Also, 2 small hydroelectric projects of 12 MW are constructed, while the additional licences for the production of hydroelectric projects refer to nominal capacity of 106 MW.

In addition, the Group plans to enter into the construction and operation of photovoltaic systems as in units producing energy by biomass.

Revenues from the exploitation of operating wind parks amounted to approximately 17.5 million euros in 2006, while in the coming years is expected a significant increase of power capacity and revenues respectively.

In the production of energy from thermal resources, TERNA (participating in HERON THERMOELECTRIKI by 50%) holds a leading role, forming the first and sole Greek private group that has constructed and operates a thermoelectric station. It is a station of a capacity of 147 MW operating with natural gas and is based in Viotia. The factory is operated and managed by our subsidiary HERON THERMOELECTRIKI, which revenues in 2006 amounted to 33 million euros. At the same time, the Group holds all the necessary licences for the construction and operation of a larger thermoelectric station operating with natural gas in the same area, for the capacity of 400 MW, which construction will last till 2009, when is expected to be included in the energy system. Total investment is expected to reach 240 million euros.

For 2006, consolidated figures of TERNA in accordance with the International Financial Reporting Standards are as follows:

Turnover amounted to 313 million euros increased by 27.8%, compared to 2005, mainly due to volume increase in construction sector.

Operating earnings before depreciation (EBITDA) amounted to 55 million euros, compared to 43.8 million euros in last year, increased by 25.5%.

Earnings before tax amounted to 29.9 million compared to 23 million in 2005, increased by 30%.

Earnings after tax and minority interest amounted to 17.5 million euros increased by 26.5%.

Earnings per share amounted to 0.39 euro compared to 0.3 euro in 2005.

Net debt of the Group (including Group's cash) amounted to approximately 76 million euros compared to 97.5 million at the end of last year, significantly reduced because of the strong cash flows generated by the construction sector of the Group.

Equity of the Group, after the deduction of dividends and Board of Directors remuneration amounted to 187.4 million euros.

The Board of Directors proposes, for the 2006 financial year, the distribution of 0.22 euro per share total dividend, the same as in last year. The dividend policy of the Group reflects the ability to generate significant cash flows that will be used for the increased investment plans that the Group has.

Athens, March, 27 2007 THE BOARD OF DIRECTORS

EXPLANATORY REPORT TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS PURSUANT TO ARTICLE 11a para. 1 of Law. 3371/2005

This explanatory report of the Board of Directors, addressed to the Ordinary General Meeting of shareholders of the Company, contains detailed information regarding the items of paragraph 1 of article 11a of Law 3371/2005.

I. Structure of the Company's share capital

The company's share capital amounts to fifty three million three hundred eighteen thousand eight hundred and twenty euros (€53.318.820,00), divided into forty five million nine hundred sixty four thousand and five hundred (45.964.500) common registered shares with voting rights, of a par value of one euro and sixteen cents (1.16 €) each.

The Company's shares are listed for trading at the Securities Market of the Stock Exchange of Athens (under "Large Cap" classification).

Each share confers all rights provided by the law and its articles, and especially:

• the right to receive dividends from the profits of the Company as they derive on an annual basis or upon liquidation, amounting to 35% of the net profits, upon deduction of the largest of either the ordinary reserve or 6% of the paid-up share capital. Such amount is distributed to the shareholders out of the profits of each fiscal year as a first dividend, while the distribution of additional dividends is decided by the General Meeting. Every shareholder listed in the register of shareholders kept by the Company as of the date of such decision is entitled to receive dividends. The dividend of each share is paid to the shareholder within two (2) months from the date of the Ordinary General Meeting that approved the annual financial statements. The manner and place of payment is published at the Daily Official List, as well as at the webpage of the Stock Exchange. The claim regarding the collection of the dividends is prescribed and the respective amount is transferred to the State upon 5 years from the end of the year, in which said dividends were decided by the General Meeting,

• the right to receive the contribution during the liquidation or, respectively, to amortize the capital pertaining to the share, if decided by the General Meeting,

• a first refusal right at each share capital increase of the Company involving payment in cash and the issuance of new shares,

• the right to obtain a copy of the financial statements and the reports of the auditors and the Board of Directors of the Company,

• the right to participate at the General Meeting, wherein each share confers the right to one vote.

The General Meeting of shareholders of the Company retains all its rights throughout the liquidation procedure (pursuant to para. 7 of article 34 of its Articles).

The shareholders are liable only up to the par value of the shares they hold.

II. Restrictions on the transfer of the Company's shares

The transfer of the Company's shares is effected in accordance with the Law and there are no restrictions on their transfer pursuant to the Company's articles, considering that they are intangible shares listed at the Stock Exchange of Athens.

III. Significant direct or indirect participations in the sense of presidential decree 51/1992

The shareholders who directly held on 31/12/2006 a percentage of 5% or more of the share chapital are listed in the following table:

NAME OF SHAREHOLDER SHARES PERCENTAGE
GEK S.A.* 25.102.771* 54,614% *
DWS INVESTMENT GMBH TOP50 EUROPA 2.685.000 5.841%
* Direct participation of GEK S.A. with 24.453.471 shares, thus with a percentage of
53,201% and indirect participation through its subsidiary by 99,99% GEKE S.A., which held
649.300 shares of TERNA S.A, thus a percentage of 1,413%

IV. Shares conferring special control rights

According to the Articles of Association there are no shares which award special rights of control.

V. Restrictions on voting rights

No restrictions on the voting rights deriving from the Company's shares are provided in its Articles of Incorporation.

VI. Shareholders' agreements in the Company

The Company is not aware of any agreements among its shareholders which might result in restrictions on the transfer of the Company's shares or on the exercise of the voting rights conferred by its shares.

VII. Rules of appointment and replacement of Board members and amendment of Articles

The rules provided in the Company's articles regarding the appointment and replacement of its Board members as well as the amendment of its Articles do not deviate from those provided for in codified law 2190/1920. See also the provisions under IV above.

VIIΙ. Competency of the Board to issue new shares or purchase owned shares

1a) According to the provisions of article 13 para. 1 (b) and (c) of codified law 2190/1920 and article 6 para. a of the Articles of Incorporation, within the first five years from the issuance of the relevant decision of the General Meeting, which is subject to the publication requirements of article 7b of codified law 2190/1920, the Board of Directors of the Company is entitled to increase the share capital of the Company through the issuance of new shares, by virtue of a decision adopted by a majority of at least two thirds (2/3) of the total number of its members. In such case, the share capital may be increased only up to the amount of the capital which is paid-up on the date of adoption of the decision by the General Meeting. The aforementioned power of the Board of Directors may be renewed by the General Meeting for a period which cannot exceed five years for each renewal, and it shall enter into effect upon the expiration of each five-year period.

1b) According to the provisions of article 13 para. 9 of codified law 2190/1920, by virtue of a decision of the General Meeting a stock option plan may be implemented in favor of members of the Board and the personnel of the Company and its affiliates, in the form of the granting of a call option pursuant to the specific terms of such decision, a summary of which is subject to the publication requirements of article 7b of codified law 2190/1920. The decision of the General Meeting shall especially determine the maximum number of shares that may be issued, which according to the law cannot exceed 1/10 of the existing shares if the beneficiaries exercise their cal option, as well as the price and the terms of distribution of the shares to the beneficiaries.

The Board of Directors shall adopt such decisions as to regulate any other relevant detail which is not otherwise determined by the General Meeting, it shall issue the call option certificates and, in December of each year, it shall issue shares to the beneficiaries who exercised their option, respectively increasing the share capital and confirming the payment of the relevant amount.

2) According to the provisions of paragraphs 5-13 of article 16 of codified law 2190/1920, companies listed at the Stock Exchange of Athens may acquire owned shares through the Stock Exchange of Athens upon decision of the General Meeting of their shareholders, up to 10% of the entirety of their shares, for the purpose of supporting their trading value, pursuant to the specific terms and procedures of the aforementioned paragraphs of article 16 of codified law 2190/1920.

IX. Important agreements which will enter into effect, will be amended or will expire in case of change of control following a public offer

There are no agreements which will come into effect, will be amended or will expire in case of change of control following a public offer.

X. Agreements with members of the Board or personnel of the Company

There are no agreements of the Company with members of its Board of Directors or its personnel, which provide for the payment of compensation especially in case of resignation or release without substantiated reason or in case of termination of their term or employment due to a public offer.

Athens, March, 27 2007 THE BOARD OF DIRECTORS

TERNA GROUP BALANCE SHEET 31st of December 2006

(All amounts are expressed in thousand of euros unless otherwise stated)

GROUP COMPANY
Note 31 December
2006
31 December
2005
31
December
2006
31 December
2005
ASSETS
Long-term assets
Intangible fixed assets 7 6.290 5.859 5.566 5.821
Tangible fixed assets 8 198.537 155.304 50.698 41.111
Real estate investment 9 7.840 26.579 6.917 7.935
Participations in associates
Participations in affiliated
6 0 0 19.237 26.381
companies 6 12 0 0 0
Participations in joint ventures 6 1 0 12.028 11.721
Other investments 3.182 4.134 2.812 2.740
Other long-term assets 11.488 256 4.337 146
Deferred tax receivables
Total long-term assets
21 8.326
235.676
7.267
199.399
1.203
102.798
6.445
102.300
Current assets:
Inventories 10 12.905 14.280 4.280 4.324
Trade receivables 11 167.443 154.072 118.436 92.481
Income tax receivables 11 44.446 41.785 33.279 27.311
Income tax receivables 21 6.100 0 4.620 1.807
Other financial assets 13 7.204 4.820 1.168 847
Cash and cash equivalents 14 74.517 49.131 24.020 12.818
Total current assets
Non-current assets held for sale
33 312.615
29.594
264.088
0
185.803
10.033
139.588
0
TOTAL ASSETS 577.885 463.487 298.634 241.888
EQUITY & LIABILITIES
Equity attributable to the
shareholders of the parent
Share capital 22 53.319 53.319 53.319 53.319
Share premium account 35.922 35.922 35.922 35.922
Reserves 27.962 16.803 19.666 15.969
Profit carried forward 49.855 52.114 23.555 28.362
Total 167.058 158.158 132.462 133.572
Minority interest 19.467 16.517
Total equity 186.525 174.675 132.462 133.572
Long term liabilities:
Long-term loans 15 84.355 41.993 26.500 0
Loans from finance leases 15 15.710 17.353 10.129 3.372
Provisions for staff indemnities 16 971 1.264 771 996
Other Provisions 17 1.713 2.230 668 668
Grants 18 33.820 14.385 0 0
Other long-term liabilities 31 31 31 31
Deferred tax liabilities 21 7.247 3.778 0 0
Total long term liabilities 143.847 81.034 38.099 5.067
Short term liabilities:
Suppliers 19 70.972 38.133 50.535 22.782
Short term loans
Long term loans payable during
20 50.598 85.437 9.502 26.029
the next financial year
Accrued and other short term
15 14.436 2.357 5.955 0
liabilities 19 93.238 81.824 62.081 54.246
Income tax payable 3.715 27 0 192
Total short term liabilities 232.959 207.778 128.073 103.249
Liabilities directly related to non
current assets held for sale
33 14.554 0 0 0
TOTAL LIABILITIES & EQUITY 577.885 463.487 298.634 241.888

The accompanying notes are an inseparable part of the consolidated financial statements

TERNA GROUP INCOME STATEMENT 31st of December 2006

(All amounts are expressed in euros, unless otherwise stated)

Note GROUP COMPANY
1/1 - 31/12
2006
1/1 - 31/12
2005
1/1 - 31/12
2006
1/1 - 31/12
2005
Net sales 23, 34 313.163 244.409 186.273 143.538
Cost of sales 24 (264.656) (199.892) (160.885) 143.539
Gross profit 48.507 44.517 25.388 16.655
Administration and
Distribution expenses
24 (26.300) (20.759) (22.109) (15.245)
Research and
Development expenses
(1.097) (811) 0 0
Other income /
(expenses)
Net financial
25 12.391 8.067 13.625 9.457
income/(expense) 26 (8.841) (8.519) (3.543) (3.278)
Profit / (loss) from
associates under the equity
method
(15) 0 0 0
PROFIT BEFORE TAX 24.645 22.495 13.361 0
Income tax 21 (8.654) (7.358) (5.628) 0
Net profit/(Loss) from
continued operations
15.991 15.137 7.733 4.895
Discontinued operations
Profit/(Loss) from
discontinued operations
after tax
5.095 0 0 0
NET PROFIT 21.086 15.137 7.773 4.895
Attributable to:
Shareholders of the parent
company from continued
operations
13.013 13.866
Shareholders of the parent
company from discontinued
operations
4.852 0
Minority interest from
continued operations
2.978 1.271
Minority interest from
discontinued operations
243 0
Earnings per share (in
euro
Basic/diluted from
continued operations
attributable to shareholders
of the parent 0,28 0,30
Basic/diluted from
discontinued operations
attributable to shareholders
of the parent 0,11 0,00
Weighted average number
of shares. Basic 45.964.500 45.964.500

The turnover, cost of sales and gross profit items of 31.12.2006, which published in the statement 'Data and Information for the period 1 January 2006 till 31 December 2006' include the relevant data for the subsidiary DIKEVE SA which in the aforementioned Income Statement are recorded in the result from discontinued operations and are as follows:

Turnover (sales) 842
Cost of sales (222)
Gross profit 620

TERNA GROUP CASH FLOW STATEMENT 31st of December 2006

(All amounts are expressed in thousand of euros unless otherwise stated)

GROUP COMPANY
1/1 -
31/12
2006
1/1 - 31/12
2005
1/1 -
31/12
2006
1/1 -
31/12
2005
Cash flow from operating activities
Profit before tax
Adjustments for the agreement of the net flows from the
operating activities
30.825 22.495 13.361 7.589
Depreciation 15.310 11.247 5.450 5.516
Provisions (7.302) (883) (225) (1.852)
Interest and related revenue (1.642) (519) (400) (123)
Interest and other financial expenses 10.483 9.050 3.715 3.401
Results from participations and securities (463) 0 0 0
Results from intangible and tangible asset and real estate (6.840) (300) (748) (300)
Amortisation of grants (1.294) (1.209) 0 0
(Profit)/Loss from valuation of securities 0 0 (3.864) 0
Other adjustments 516 0 (50) 0
Operating profit before changes in working capital 39.593 39.881 17.239 14.231
(Increase)/Decrease in:
Inventories (2.134) 248 44 1.836
Trade receivables (7.227) 66.266 (25.955) 20.116
Prepayments and other short term receivables (3.901) (2.051) 5.815 1.233
Other long term receivables 0 0 0 0
Increase/(Decrease) in:
Suppliers 35.033 (82.451) 27.753 (13.209)
Accruals and other short term liabilities 22.070 52.028 10.622 15.571
Collection of grants 12.100 2.712 0 0
(Increase)/Decrease of other long term claims and liabilities (4.062) (5.002) (4.191) (2)
Tax payments (8.089) (8.436) (4.731) (5.819)
Cash inflow from operating activities 83.383 63.194 26.596 33.957
Cash flows from investment activities
Purchases of intangible and tangible assets (49.615) (16.741) (4.154) (2.557)
Sale of tangible fixed assets 1.514 0 1.371 0
Interest and related income received 1.645 519 400 123
(Purchases) / Income from the sale of participations and
securities
41 0 (8.675) (3.179)
Receipts from dividends participations and securities 0 (1.175) 0 0
Share capital increase in participating company 0 0 0 0
Real estate investments (3.826) 3.390 1.472 3.390
Cash outflows for investment activities (50.241) (14.007) (9.586) (2.223)
Cash flows from financial activities
-------------------------------------- -- --
Share capital change 0 0 0 0
Net change of short term loans (4.185) (25.403) (16.588) (12.668)
Net change of long term loans 28.051 15.150 30.000 0
Loan payments for finance leases (9.199) (5.571) (4.948) (1.613)
Dividends paid to shareholders of the parent (11.325) (10.770) (10.621) (10.112)
Dividends paid to minorities 0 0 0 0
Interest paid (9.153) (9.050) (3.654) (3.401)
Change of other financial receivables (1.945) (1.426) 3 4.960
Cash outflows for financial activities (7.775) (37.070) (5.808) (22.834)
Net increase of cash 25.386 12.118 11.202 8.900
Cash at the beginning of the period from continued
operations
49.131 37.013 12.818 3.918
Cash at the beginning of the period from discontinued
operations
0 0 0 0
Cash at the end of the period 74.517 49.131 24.020 12.818

The accompanying notes are an inseparable part of the consolidated financial statements

TERNA SA STATEMENT OF CHANGES IN EQUITY

31ST of December 2006 (amounts in euro unless otherwise stated)

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TERNA GROUP STATEMENT OF CHANGES IN EQUITY 31st of December 2006

(All amounts are expressed in thousand of euros unless otherwise stated)

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25

1. ESTABLISHMENT AND ACTIVITY OF THE COMPANY

Terna SA (hereinafter the Company or TERNA) was founded in 1972 (Govt. Gazette 1338/04.07.72), is domiciled in Athens, 85 Messogeion Str. and has a duration of 50 years, until 04.07.2022.

The basic sector in which the Group is active is the construction one. TERNA S.A. holds a 7th grade construction certificate and its main activity is to undertake and carry out public and private construction projects of any kind. According to the legislation in effect, companies that hold a 7th grade construction certificate may only undertake public projects of over 35 mil. euros. There is no upper limit to the budget of the projects that the Group may independently undertake. Furthermore, TERNA owns and operates a quarry and trades in inert materials.

At the Group level, TERNA is active in the industrial sector with its subsidiary companies «ΒΙΟΜΕΚ», which undertakes metal constructions and «STROTIRES AEBE», which produces and distributes skids from armed concrete. Also, through «HERON THERMOELEKTRIKI SA» and «TERNA ENERGY ΑΒΕΤΕ» the Group is active in the energy sector through wind parks with a total installed capacity of 66MW on 31.12.2005. The consolidated financial statements of TERNA are included in the consolidated financial statements of its parent company GEK SA, which on the balance sheet date held (directly and indirectly) 53.2% of its share capital.

2. BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

a) Basis for the preparation of the financial statements

The attached financial statements of the Company and the Group have been prepared according to the historic cost principle, except investment property which is valued at fair value. Moreover some ownused intangible fixed assets on the date of transition (1st of January 2004) to the International Financial Reporting Standards (IFRS) were fairly valued, and these values were used as implied cost in accordance with the clauses of IFRS 1 "First-Time adoption of International Financial Reporting Standards".

The attached Company and Group financial statements have been prepared in accordance with the IFRS, as these have been adopted by the European Union. No standards have been applied before their effective date.

b) Statutory Financial Statements

Until the 31st of December 2004 TERNA SA and its subsidiaries kept its accounting books and compiled financial statements according to the provisions of L. 2190/1920 and the tax legislation in effect. From January 1st, 2005 it is obliged, according to the legislation in effect, to compile its Statutory Financial Statements according to the IFRS that have been adopted by the European Union. The Company continues to keep its accounting books in accordance with the provisions of the tax laws, as it has the right to do so. Out-of-books adjustments are then made in order to compile the attached financial statements in accordance with the IFRS.

c) Effect of newly issued Accounting Standards and interpretations

The International Accounting Standards Board and the Interpretations Committee have issued a series of new Accounting Standards and interpretations. The new IFRS and IFRIC are mandatory for the accounting periods beginning from January 1st 2006. The assessment of the Management regarding the impact of the new standards and interpretations is set out below:

  • IFRS 7: Financial Instruments: Disclosures. (effective from 1 January 2007). IFRS 7 introduces additional disclosures aiming to improve the information provided on financial instruments. It requires the disclosure of quantitative and qualitative information regarding the exposure to risk stemming from financial instruments. More specifically, it sets out minimum required disclosures

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

regarding credit risk, liquidity risk and market risk (it imposes the carrying-out of sensitivity analyses regarding market risk). IFRS 7 replaces IAS 30 (Disclosures In Financial Statements of Banks And Similar Financial Institutions) and the disclosure requirements of IAS 32 (Financial Instruments: Disclosure And Presentation). It applies to all companies preparing financial statements according to the IFRS. The Group will apply IFRS 7 and the IAS 1 amendment from January 1st, 2007 onwards and is not expected to materially affect the financial statements of the Group, with the exception of some additional disclosures (e.g. sensitivity analysis).

  • Amendment of IAS 1, Capital disclosures (in effect from January 1st 2007). The amendment of IAS 1 introduces disclosures related to the capital of a company and its management. The Group estimated the effect of the amendment and concluded that some disclosures are needed to be made regarding its capital. The Group will apply the amendment of IAS1 on January 1st 2007.
  • IFRS 8 Operating sectors of activity (in effect from January 1st 2009). The standard demands that the provided information related with the operating sectors to be the one management is aware about in order to distribute the resources and to estimate the return. The application if the standard would not affect the way sectors of activity are reported based on IAS 14.
  • Amendment of IFRIC 4 Insurance contracts (in effect from January 1st 2007). Does not apply to the Group and will not affect its financial statements.
  • IFRIC 7. Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies (in effect from March 1st 2006). Does not apply to the Group and will not affect its financial statements.
  • IFRIC 8. Scope of IFRS 2. (in effect from May 1st 2006) Does not apply to the Group and will not affect its financial statements
  • IFRIC 9, Revaluation of embedded derivatives (in effect from June 1st 2006). Does not apply to the Group and will not affect its financial statements.
  • IFRIC 10 Interim financial reporting and impairment (in effect from November 1st 2006). In accordance with the interpretation a loss impairment recognised in interim financial statements for goodwill or investments should not be reversed in future financial statements of the same year. The interpretation would be applied from 2007 onwards.
  • IFRIC 11 Group and treasury shares transactions (In effect from March 1st 2007). Does not apply to the Group and will not affect its financial statements.
  • IFRIC 12 Agreement for service concession (In effect from January 1st 2008). Does not apply to the Group and will not affect its financial statements.

d) Approval of the Financial Statements

The initial annual financial statements of the parent company and of it's group were approved by the Board of Directors of the Company on March, 27 2007. The attached restated financial statements of the group were approved by the Board of Directors of the Company on 21st of July, 2008.

3. SUMMARY OF KEY ACCOUNTING PRINCIPLES

The main accounting principles adopted during the compilation of the attached consolidated financial statements are the following:

a) Basis of consolidation

The attached consolidated financial statements include those of TERNA and its subsidiaries. The subsidiaries in which the Group ahs a direct or indirect participation of more than 50% of the voting rights has the right to control the consolidated operations. The subsidiaries are consolidated from the date the Group acquires the control and stop being consolidated at the date this control cease to exist.

The participation of the Group in Joint ventures when there is common control, are consolidated in the attached financials statements with the method of proportionate consolidation which includes the proportion of the joint-venture on the assets, liabilities and results with the inclusion of the items in their Financial Statements.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

Intracompany transactions and balances are deleted from the attached consolidated financial statements. When necessary, the accounting bodies of subsidiaries are amended in order to secure the consistency with the accounting principles adopted by the Group.

b) Participation in related companies

The participations of the Group in other companies in which Terna has an important influence are consolidated with the net equity method. Based on this method, the participation in related company is recorded at book cost plus the change of the Group's participation in their equity, less any provisions for impairments. The consolidated statement reflects the proportion of the Group in the results of the related company.

c) Investments and other (non-derivative) financial assets

Financial assets that fall under the provisions of IAS 39 and are governed by them are classified according to their nature and characteristics into one of the following four categories:

  • (i) Investments available for sale
  • (ii) Receivables and loans
  • (iii) Financial assets at fair value through the profit or loss
  • (iv) Investments held to maturity

Initially they are recognised at acquisition cost, which represents the fair value plus, in some cases, the direct transaction and acquisition expenses.

The classification of the above financial assets is made upon their initial recognition and wherever permitted it is reviewed and reassessed on a periodic basis.

(i) Investments available for sale

Financial assets (non-derivative) that cannot be classified in any of the above categories are designated and classified as investment available for sale. After the initial recognition, available for sale investments are valued at fair value with the resulting gains or losses being recognized as a separate item in equity. Upon sale or write-off or impairment of the investment the accumulated gains or losses are included in the profit or loss.

(ii) Receivables and loans

Receivables and loans created by the activities of the Company (and which fall outside the usual credit limits), are valued at net amortized cost using the effective interest rate method. Gains or losses are recorded in the profit or loss when the relevant amounts are written-off or suffer impairment as well as through the amortisation process.

(iii) Financial assets at fair value through the profit or loss

This relates to the trading portfolio and comprises investments acquired with a view to liquidate them in the near future. Gains or losses from the valuation of such assets are recorded in the profit or loss.

(iv) Investments held to maturity

Financial assets (non-derivative) with defined flows and defined maturity are classified as held to maturity when the company is willing and able to retain them until their maturity. Investments held indefinitely or for a predetermined period cannot be classified in this category. Held to maturity investments are valued, after the initial recording, at net amortised cost using the effective interest rate method. Gains or losses are recorded in the profit or loss when the relevant amounts are written-off or suffer impairment as well as through the amortisation process.

The current value of such investments that are traded in an organised exchange is derived by the exchange value of the investment at the closing date. As regards investments that are not traded in an active market, their fair value is calculated on the basis of relevant valuation techniques. These techniques are based on recent arm's-length investment transactions, with reference to the exchange value of another investment with characteristics similar to the investment valued, discounted cashflow analysis and investment valuation models.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

d) Financial Instruments and Risk Management

Non-derivative financial assets and liabilities in the balance sheet include cash balances, receivables, participations bank loans and other short and long-term liabilities. The Company does not use derivative financial products. The accounting principles for the recognition and measurement of these items are mentioned in the respective accounting principles, which are presented in this Note. Financial instruments are disclosed as receivables, liabilities or equity based on the substance and the contents of the relevant contracts from which they stem. Interest, dividends, gains and losses resulting from the financial instruments that are classified as receivables or liabilities are accounted for as expenses or income respectively. The distribution of dividends to shareholders is accounted for directly through equity. Financial instruments are netted-off when the Company, according to the law, has this legal right and intends to set them off (against each other) on a net basis or to recover the asset and net the liability off at the same time. Financial risk management aims to reduce possible negative consequences. More specifically:

(i) Interest rate risk and exchange rate risk

The Company's bank loans are denominated in euros and are subject to variable interest rates. The Group use swap contracts in euro in order to reduce its exposure to interest rate risk. The Management of the Group follows the development of interest rates and exchange rates and takes the necessary measures to reduce the risk.

(ii) Fair Value

The amounts appearing in the attached Balance Sheets for cash balances, short-term receivables and other short-term liabilities approximate their respective real values due to their short-term nature. The fair value of short-term bank loans does not differ from their accounting value due to the use of floating interest rates.

(iii) Credit Risk Concentration

A substantial part of trade receivables in general relate to agencies and entities of the Public sector with which there is no credit risk, per se. Company's policy is to seek business with customers of satisfactory credit standing while the constant aim is to resolve any resulting differences within a amicable settlement context. Moreover the credit risk concentration is limited due to the great dispersion of the balances.

(iv) Market Risk

The Company has not entered into contracts in order to hedge the market risk arising from its exposure to fluctuations in the prices of raw materials used in the production process.

e) Operation and Presentation Currency and Foreign Exchange Conversion

The euro is the currency of operation and presentation of the Company. Transactions in other currencies are converted into euros using the exchange rates in effect at the date of the transaction. At the date of compilation of the financial statements the monetary asset and liability items that are denominated in other currencies are adjusted so as to reflect the current exchange rates.

The profits and losses resulting from transactions in foreign currencies and from the end-of-year valuation of monetary items in foreign currencies are recorded in the attached consolidated income statement.

The currency of operation for the foreign subsidiaries of the Group is the official currency of the country in which the subsidiary operates. Therefore, at any balance sheet date all subsidiaries' accounts are translated to euro based on the foreign exchange rate prevailing at that date. Revenues and expenses are translated based on the weighted average exchange rate of the year. Any foreign exchange differences resulting from the valuation of foreign subsidiaries are recoded directly in equity. During the sale or distribution of foreign subsidiaries the cumulative foreign exchange differences are recorded in income statement.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

f) Intangible assets

Intangible assets mainly consist of royalties related to quarries, software acquisition costs and all expenses incurred to develop the software in order to bring it to operating condition. Amortisation on royalties are based on straight line method during the normal period for the use of quarries (30 years) and the one on software is accounted for based on the straight line method for a period of three years.

g) Income recognition

Income is recognized to the extent that it is probable that economic benefits will result for the Group and that the relevant amounts can be accurately measured. The following specific recognition criteria must also be met for the recognition of income.

(i) Income from construction activities

Income from construction contracts is recognised in the accounting books based on amounts invoiced to customers, which result from the relevant partial certifications of work completed that are issued by the responsible engineers and correspond to the work completed up to the closing date. For reasons of compliance with the IFRS, income from construction activity is accounted for in the attached consolidated financial statements using the percentage-of-completion method in accordance with the provisions of IAS 11 "Construction Contracts".

According to the percentage-of-completion method the construction costs incurred up to the Balance Sheet date are compared to the total estimated cost of the project in order to determine the percentage of the project that has been completed. This percentage is applied to the total revised contract price in order to determine the cumulated income from the project, based on which the invoiced income to date is revised. The cumulated effect of the revisions of the total estimated construction cost and the total contract price are accounted for during the accounting periods in which they arise. In the cases of contracts where it is forecast that the total estimated cost will exceed the total contract price, the entire loss is recognised in the year during which the loss-making events become probable.

Non-invoiced accrued income relates to income recognized on the basis of the method described above that has not yet been invoiced, while non-accrued income comprises amounts invoiced up to the balance sheet date over and above the income calculated using the percentage-of-completion method.

Project execution down-payments represent amounts received by the Company upon signing the relevant contracts and are proportionally netted-off with the partial invoicing. The remaining amount appears as a liability in the attached financial statements.

(ii) Sale of goods

Revenue from the sale of goods, net of trade discounts, sales incentive discounts and the corresponding VAT, is recognized when the significant risks and benefits from ownership of the goods have been transferred to the buyer.

(iii)Revenue from the sale of Electric Energy

Revenue from the sale of Electric Energy is accounted for in the year in which it accrues. Revenue from sales of electric energy to DESMHE or any other buyer that have not yet been invoiced is recognized as accrued non-invoiced income in the financial statements.

(iv) Revenue from the construction and sale of buildings

Buildings owned by the Company that are under construction, appear as inventories. When the final sale contracts are drawn, by which the risks and benefits of ownership of the building are transferred, and to the extent that after the compilation of these contracts there remains significant construction work to be carried out, the relevant revenue is recognized according to the percentage-of-completion method, as described above.

(v) Rent Revenue

Rent revenue is recognized using the straight-line method, according to the terms of the lease.

(vi) Dividends

Dividends are accounted for when the right to receive them has been finalized by the shareholders by virtue of a Shareholders' General Meeting resolution.

(vii) Interest

Interest income is recognized on an accruals basis.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

h)Tangible Fixed Assets

As previously mentioned, the Company has valued certain land and buildings at fair value on January 1st , 2004 and these fair values have been used as implied cost at the date of transition to IFRS. The resulting surplus was credited to the profits carried forward account. The remaining land, buildings, machinery and vehicles are measured at purchase cost less accumulated depreciation and any provisions for impairment.

Repairs and maintenance are booked as expenses during the year in which they are incurred. Significant improvements are capitalized in the cost of the respective fixed assets provided that they augment the useful economic life, increase the production level or improve the efficiency of the respective fixed assets.

Tangible fixed asset items are eliminated from the balance sheet on disposal or withdrawal or when no further economic benefits are expected from their continued use. Gains or losses resulting from the elimination of an asset from the balance sheet are included in the income statement of the financial year in which the fixed asset in question is eliminated.

Fixed assets under construction include fixed assets that are work in progress and are recorded at cost. Fixed assets under construction are not depreciated until the asset is completed and put into operation.

i) Depreciation

Depreciation is calculated according to the straight-line method using rates that approximate the relevant useful economic life of the respective assets. The useful economic life per fixed asset category ranges between:

YEARS
Quarries 30
Buildings and Construction projects 8-30
Machinery and Technical Installations 3-12
Vehicles 5-12
Fixtures and Other Equipment 3-12

j)Impairment of the Value of Fixed Assets

The book values of long-term asset, other than goodwill and tangible fixed assets with an infinite life, are reviewed for impairment purposes when facts or changes in circumstances imply that the book value may not be recoverable. When the book value of an asset exceeds its recoverable amount, the respective impairment loss is recorded in the income statement. The recoverable amount is defined as the largest value between the net estimated sales price and the acquisition value. The net sales value is the plausible income from the sale of an asset in the context of an arm's-length transaction, in which all parties have full knowledge and willingness, after the deduction of each additional direct sales cost for the asset. The acquisition cost consists of the net present value of future estimated cash flows expected to occur from the continuous use of the asset and from the income expected to arise from its sale at the end of its estimated useful economic life. In order to determine the impairment, the asset items are grouped at the lowest level for which cash flows can be recognized separately.

A reversal of an impairment loss for the value of assets accounted for in previous years, takes place only when there are sufficient indications that such an impairment no longer exists or it has been reduced. In these cases the above reversal is treated as income. The Management assesses that there is no case of impairment of the Group's fixed assets and thus a calculation of the assets' recoverable amounts has not been made.

(Amounts in thousands of euros, unless otherwise stated)

k) Investment property

Investments in property are those held for the purpose to receive rent or goodwill and are valued at their real value which is based on market value, that is to say at the estimated value of which the property may be sold, at the day of the estimation, in a normal transaction. The estimation is contacted regularly by external professionals estimators who have the knowledge on the property market.. Profits or losses that arise from changes in the real value of investments in property are included in the income statement of the period during which they arise. Repairs and maintenance are recorded as expenses in the year in which they are incurred. Material subsequent expenses are capitalised when they augment the useful economic life of the buildings, their productive capacity or reduce their operation cost. The acquisition cost and the accumulated depreciation of an investment property are eliminated from the accounts upon sale. All gains or losses resulting from the sale of a property are included in the income statement of the year during which it was sold. Investment property being build or developed are recorded at book value in tangible assets till their completion, and then they are transferred to investment property.

l) Inventories

Inventories include excavated from the quarry material, construction material, spare parts and raw material. Inventories are valued at the lower of cost and net realisable value. The cost of raw materials, semi-finished and finished products is defined based on the weighted average method.

The cost of finished and semi-finished products includes all the realized expenses in order for them to reach the current point of storing and processing and consists of raw materials, labor costs, general industrial expenses and other costs that directly relate to the purchase of materials. The net realisable value of finished products is their estimated selling price during the Company's normal course of business less the estimated costs for their completion and the estimated necessary costs for their sale. The net realisable value of raw materials is their estimated replacement cost during the normal course of business. A provision for impairment is made if it is deemed necessary.

m) Receivables Accounts

Short-term receivables are accounted for at their nominal value less the provisions for doubtful receivables, while long-term receivables are valued at net amortised cost based on the effective interest rate method. At each balance sheet date all overdue or doubtful receivables are reviewed in order to determine the necessity for a provision for doubtful receivables. The balance of the specific provision for doubtful receivables is appropriately adjusted at each balance sheet date in order to reflect the estimated relevant risks. Each write-off of customer balances is debited to the existing provision for doubtful receivables.

n) Cash and Cash Equivalents

The Group considers time deposits and other highly liquid investments with an initial maturity less than three months, as cash and cash equivalents.

For the compilation of the cash flow statements, cash and cash equivalents consist of cash, deposits in banks and cash and cash equivalents as defined above.

o)Long-term loan liabilities

All long-term loan liabilities are initially booked at cost, which is the actual value of the received payment less the issuance expenses related to the loan. After the initial recording, interest-bearing loans are valued at the net book value using the effective interest rate method. The net book value is calculated after taking into account the issuance expenses and the differences between the initial amount and the amount at maturity. Profits and losses are registered in the net profit or loss when the liabilities are written off or impaired and through the amortisation procedure. Interest expenses are recognized on an accruals basis, with the exclusion of the interest charged on loans taken for fixed assets and inventories which construction requires significant time, and when this interest adds to the value of the relevant assets. The capitalisation of interest is interrupted when the asset is ready to be used.

(Amounts in thousands of euros, unless otherwise stated)

p)Provisions for Staff Retirement Indemnities

According to the provisions of L2112/20, the Group reimburses its retiring or dismissed employees, and the amount of the relevant indemnities depends on the years of service, the level of wages and the reason for exit from employment (dismissal or retirement). The liabilities for staff retirement indemnities are calculated using the discounted value of future benefits that have accrued at the end of the year, based on the recognition of the employees' benefit rights during the duration of their expected working years. The above liabilities are calculated based on the financial and actuarial assumptions and are defined using the projected unit method of actuarial valuation. Net retirement costs for the period are included in the attached income statement and consist of the present value of benefits that have accrued during the year, the interest on the benefits' liability, the cost of prior service, the actuarial profit or loss and any other additional retirement costs. The prior service costs are recognized on a straight line basis over the average period during which access to the program's benefits is earned. The liabilities for retirement benefits are not financed. As at the 1st of January 2004 (transition date to IFRS and compilation of initial Balance Sheet) the Company, applying the exemptions provided for by IFRS 1 for the first-time application of the IFRS, recognized the total actuarial losses that had accumulated as of the 1st of January 2004. During the compilation of subsequent financial statements TERNA, applying the general provisions of IAS 19, followed the "margin" method for the recognition of accumulated actuarial losses/profits. Actuarial profits and losses are registered as income or expenses when the accumulated actuarial profit or losses for each program separately exceed 10% of the largest value between the liability of the defined benefit and the actual value of the program's assets. These profits or losses are systematically recorded during the expected average remaining working life of employees participating in the programs.

q) Government Pension Plans

The staff of the Group is mainly covered by the main Government Social Security Fund for the private sector (IKA) and which provides pension and medical-pharmaceutical benefits. Each employee is required to contribute part of his/her monthly salary to the fund, while part of the total contribution is covered by the Company. At the time of retirement, the pension fund is responsible for the payment of retirement benefits to the employees. Consequently, the Company has no legal or constructive obligation for the payment of future benefits according to this plan.

r) Income Tax (Current and Deferred)

Current and deferred taxes are calculated based on the financial statements of each of the companies included in the consolidated statements that are compiled according to the tax regulations in effect in Greece or in other countries in which the foreign subsidiaries operate. Current income tax is calculated based on the earnings of the Company as such are reformed on the company's tax reports, additional income tax emerging from the Tax Authorities' tax audits and on deferred income tax based on the enacted tax rates.

Deferred income tax is calculated using the liability method on all temporary differences between the tax base and the book value of assets and liabilities on the balance sheet date. Deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized for all the exempt temporary differences and the transferable tax losses, to the extent that it is likely that there will be available taxable earnings, which will be set against the exempt temporary differences and the transferable unused tax losses.

The deferred tax assets are estimated on each balance sheet date and are reduced to the degree that it is not considered likely that there will be adequate taxable earnings against which part or the total of receivables from deferred income taxes may be used.

Deferred tax assets and liabilities are calculated according to the tax rates that are expected to be in effect during the financial year when the asset will be realised or the liability will be settled, and are based on the tax rates (and tax regulations) that are effective or enacted on the balance sheet date.

Income tax that relates to items, which have been directly recognized in equity, is directly recorded in equity and not in the income statement.

(Amounts in thousands of euros, unless otherwise stated)

s) Finance and Operating Leases

Finance leases, which essentially transfer to the Company all the risks and returns related to the leased fixed asset, are capitalized during the inception of the lease based on the leased asset's fair value or, if it is lower, on the present value of the minimal leases. Payments for finance leases are allocated between the financial expenses and the reduction of the financing liability, in order to achieve a fixed interest rate on the remaining portion of the liability. The financial expenses are debited directly to the results. Capitalized leased fixed assets are depreciated based on the estimated useful life of the asset. Leases where the lessor maintains all the risks and returns related to ownership of the fixed asset, are recorded as operating leases. The payments of operating leases are recognized as an expense in the income statement on a constant basis for the duration of the lease.

t) Government Grants

Government grants relating to subsidies of tangible fixed assets, are recognized when there is reasonable certainty that the grant will be received and all relevant terms will be met. These government grants are recorded in a deferred income account and are transferred to the income statement in equal annual instalments based on the expected useful life of the asset that was subsidized, as a reduction to the relevant depreciation expense. When the grant relates to an expense it is recognized as income during the period deemed necessary to match the grant on a systematic basis with the expenses it is meant to reimburse.

u) Provisions, Contingent Liabilities and Contingent Receivables

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is possible that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The provisions are reviewed on each balance sheet date and are adjusted in order to reflect the present value of expenses that are expected to be required for the settlement of the liability. If the effect of the time value of money is significant, then provisions are calculated by discounting the expected future cash flows with a pre-tax rate, which reflects the market's current estimations for the time value of money, and wherever considered necessary, the risks related specifically to the obligation. Contingent liabilities are not recognized in the financial statements but are disclosed, unless the outflow of economic resources that include an economic loss benefits is probable. Contingent assets are not recognized in the consolidated financial statements but are disclosed when an inflow of financial benefits is possible.

v)Earnings per Share

Basic earnings per share (EPS) are calculated by dividing net earnings with the average weighted number of common shares that are outstanding during each year, with the exception of the average common shares acquired by the Company as own-shares.

Diluted earnings per share are calculated by dividing the net earnings attributable to the shareholders (after deducting the interest on convertible shares, after taxes) with the weighted average number of shares that are outstanding during the year (adjusted for the effect of the diluted convertible shares).

w) Information per sector of activity

Sector of activity is a recognisable part of the Group that produces products or services (business sector) or offers products or services in a specific geographic environment (geographic sector) which differs in risk and benefits compared to other sectors. The primary type of information is reported for business sector while the secondary one is reported for geographic sector.

The sectors of activity refer to activities in construction, sale of electricity, property management, industrial production, concessions as well as remaining activities. Geographical sectors refer to construction activities taken place in Greece, Cyprus, Balkans and Middle East. Regarding revenues and assets of geographic sectors these are recorded in accordance to on where the customer and the asses are based.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

The basic assumption for the presentation of assets and liabilities as well as revenues and expenses for each sector, which are not included directly in a specific sector, is their allocation to sectors according to criteria that are applied consistently. Cross-sectoral income is calculated based on real and allocated expenses of each sector plus a margin on its employed capital.

Transactions between business units take place in market terms as occurs in the case for transactions with third parties.

4. ERROR CORRECTION OF PREVIOUS PUBLICATIONS

During the compilation of financial statements some errors and omissions were noticed for the periods 31 December 2006 and 2005, emerged from the consolidated sub-group TERNA ENERGY SA during the audit for the listing of company's shares in Athens Exchange. The Management decided to correct these mistakes retrospectively and therefore to restate the financial statements for 31 December 2006 and 2005 in accordance with IAS 8 «Accounting Principles, Changes in Accounting Estimations and Errors». The adjustments made and reported below refer to:

i) Provision for the dismantlement of technical equipment of Wind Parks and rehabilitation of environment. In 2006 the Group, based on its policy, periodically examines the procedures and assumptions of its estimates restating the relevant accounts of provisions according to a new study that took place regarding the liabilities arising from the dismantlement and rehabilitation based on new data regarding the estimation of their residual value. Therefore, the reduces net book value of the technical equipment of Wind Parks will be depreciated in accordance with the residual useful life of the relevant assets.

ii) In 2006 the Group, based on its policy to periodically review the main accounting estimations and assumptions during the compilations of its financial statements and due to the change legal framework that set the period of conventional operating period for Wind Parks to twenty years, at least, amended the depreciation period of Wind Parks and the relevant grants (Substations/Connection Networks, Technical Installations of Wind Parks) from 14 or 15 years (depreciation period emerged in accordance with the conventional plan and the application of depreciation coefficient of P.D. 299/2003) to 20 years. This re-estimation of useful life of the technical equipment of wind parks made in 2006 and will be valid since then based on IAS 16. Therefore, the grants for Wind Parks will be depreciated in accordance with the residual useful life of the relevant assets.

iii) During the procedure of measuring percentage of completion for construction works and the preparation of the accompanying consolidated financial statements, some numerical and other errors were detected, which as a result affecting the revenue or construction cost (income statement accounts) and the respective unbilled deferred revenue and expenses (balance sheet accounts).

At the consolidated financial statements of 31.12.2006 there is made a correction (reduction) of trade receivables and consequently profits carried forward for the amount of 2,403 euro that refer to year 2004 resulting from joint ventures for the execution of technical projects of TERNA ENERGY ABETE.

iv) Re-introduction to the balance sheet of building licence and other expenses of first installation that in the initially financial statements of 2006 were recorded in income statement.

v) The Company did not initially made provisions for additional (in addition and not on-top) income tax that finally emerged in 2007 for the tax year of 2006.

vi) In previous years the Company did not evaluate and record in the income statements the change in fair value of investment property according to the chosen accounting method. During the compilation of the attached restated financial statements the Company attributed the change in fair value of investment property, as emerged from a valuation made by independent evaluators on March, 19 2007, proportionally to years 2000 till 2006.

vii) The interest for the construction period that were initially recorded in construction cost of tangible assets were transferred to expenses.

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

viii) The record of difference from discounting to present value of receivables and grants as well as the relevant non-accrued income was reversed.

ix) In the fiscal year 2004, the Group recorded a tax-exempt reserve based on L.2601/98 amounting to € 5,000 approximately, interpreting the relevant provisions of the Law as regards to the time period for creating the relevant reserve. The tax audit conducted in 2006 did not recognize the ability to create the aforementioned tax-exempt reserve for 2004 and an additional tax was imposed amounting to € 1,750 for the latter period, while the recognition of the relevant tax-exempt reserve was recognized for tax purposes and registered by the Company in fiscal year 2005. Therefore, the imposed tax amount of € 1,750, which was imposed with the tax audit of 2006, was considered as a correction of the income tax for 2004.

From the aforementioned tax amount, 1,663 euro is already corrected in the financial statements for the years 2005 and 2006.

x) It was consolidated in year 2005 the foreign subsidiary GP ENERGY S.A. of the Group ΤΕΡΝΑ ENERGY ΑΒΕΤΕ.

xi) The deferred tax for the years 2004 - 2006 were amended due to corrections emerged from the issues mentioned above in paragraphs (i) - (iii) and (vii-x).

xii) In the balance sheet and income statement accounts for the year 2006 some reclassifications made for better presentation. These reclassifications did not have any impact on the results.

The effect of these corrections and reclassifications on the figures of the balance sheet of 31.12.2005 is as follows:

TERNA GROUP 31.12.2005 Balances at 31.12.2005 as
published in the initial
consolidated financial
statements of 31.12.2006
Error
corrections
Reclassifications
of balances
Restated
balances
31.12.2005
Tangible assets 154.637 -237 904 155.304
Investment property 26.305 58 216 26.579
Deferred income tax 7.092 158 17 7.267
Inventories 14.260 0 20 14.280
Trade receivables 155.294 -718 -504 154.072
Prepayments and other receivables 42.182 1.126 -1.523 41.785
Other short-term financial assets 4.935 -150 35 4.820
Cash and equivalents 49.067 64 0 49.131
TOTAL CORRECTIONS OF ASSETS 301 -835
Profit/(loss) carried forward 47.989 -957 5.082 52.114
Reserves 21.783 38 -5.018 16.803
Minority interest 17.046 -529 0 16.517
Long-term loans 53.994 0 -12.001 41.993
Other provisions 2.092 138 0 2.230
Provision for staff indemnities 1.277 -13 0 1.264
Grants 14.296 -4 93 14.385
Supplier 38.252 284 -403 38.133
Short-term loans 75.267 0 10.170 85.437
Long-term liabilities falling due 527 0 1.830 2.357
Accrued and other short-term liabilities 80.919 -276 1.181 81.824
Income tax payable 176 1.620 -1.769 27
TOTAL CORRECTION OF LIABILITIES 301 -835

The effect of corrections and reclassifications in the income statement for 2005 is as follows:

TERNA GROUP 31.12.2005 Amounts of the year 2005 as
published in the initial
consolidated financial
statements of 31.12.2006
Error
corrections and
reclassifications
Restated
amounts of the
year 2005
Net sales 245.209 800 244.409
Cost of sales (198.120) 1.772 (199.892)
Gross profit 47.089 2.572 44.517
Administration and Distribution expenses (21.176) (417) (20.759)
Research and Development expenses (872) (61) (811)
Other income / (expenses) 6.502 (1.565) 8.067
Net financial income/(expense) (8.531) (12) (8.519)
PROFIT BEFORE TAX 23.012 517 22.495
Income tax (7.841) (483) (7.358)
NET PROFIT 15.171 33 15.1376
Attributable to:
Shareholders of the parent company from
continued operations
13.859 (7) 13.866
Minority interest from continued operations 1.312 41 1.271

(Amounts in thousands of euros, unless otherwise stated)

The effect of corrections and reclassifications in cash flow statement for 2005 is as follows:

TERNA GROUP 31.12.2005 Amounts of the year 2005
as published in the initial
consolidated financial
statements of 31.12.2006
Error
corrections and
reclassifications
Restated
amounts of
the year
2005
Cash flow from operating activities
Profit before tax 23.012 (517) 22.495
Adjustments for the agreement of the net flows from the
operating activities
Depreciation 12.259 (1.012) 11.247
Provisions (883) 0 (883)
Interest and related revenue (519) 0 (519)
Interest and other financial expenses 9.050 0 9.050
Results from intangible and tangible asset and real estate (300) 0 (300)
Amortisation of grants (1.245) 36 (1.209)
Operating profit before changes in working capital 41.374 (1.493) 39.881
(Increase)/Decrease in:
Inventories 268 (20) 248
Trade receivables 56.827 9.439 66.266
Prepayments and other short term receivables 1.704 (3.755) (2.051)
Increase/(Decrease) in:
Suppliers (38.539) (43.912) (82.451)
Accruals and other short term liabilities 7.270 44.758 52.028
Collection of grants 2.719 (7) 2.712
(Increase)/Decrease of other long term claims and liabilities 7 (5.009) (5.002)
Tax payments (8.436) 0 (8.436)
Cash inflow from operating activities 63.194 0 63.194
Cash flows from investment activities
Purchases of intangible and tangible assets (16.741) (16.741)
Interest and related income received 519 519
Receipts from dividends participations and securities (1.175) (1.175)
Real estate investments 3.390 3.390
Cash outflows for investment activities (14.007) 0 (14.007)
Cash flows from financial activities
Net change of short term loans (35.573) 10.170 (25.403)
Net change of long term loans 25.321 (10.171) 15.150
Loan payments for finance leases (5.571) 0 (5.571)
Dividends paid to shareholders of the parent (10.770) 0 (10.770)
Interest paid (9.050) 0 (9.050)
Change of other financial receivables (1.490) 64 (1.426)
Cash outflows for financial activities (7.775) 64 (37.070)
Net increase of cash 12.054 (64) 12.118
Cash at the beginning of the year 37.013 0 37.013
Cash at the end of the year 49.067 (64) 49.131

(Amounts in thousands of euros, unless otherwise stated)

The effect of corrections and reclassifications on the figures of the balance sheet of 31.12.2006 is as follows:

TERNA GROUP 31.12.2006 Balances at 31.12.2006
as published in the
initial consolidated
financial statements of
31.12.2006
Error
corrections
Reclassifications
Restatements of
balances
Restated
balances
31.12.2006
Intangible assets 6.207 81 2 6.290
Tangible assets 191.841 6.696 0 198.537
Other long-term receivables 4.420 7.068 0 11.488
Deferred income tax 4.705 -227 3.848 8.326
Trade receivables 170.153 -2.710 0 167.443
Prepayments and other receivables 55.997 -11.551 0 44.446
Income tax receivables 6.181 -100 19 6.100
TOTAL CORRECTIONS OF ASSETS -743 3.869
Reserves 22.066 -108 6.004 27.962
Profit/(loss) carried forward 56.311 -454 -6.002 49.855
Minority interest 19.871 -404 0 19.467
Provision for staff indemnities 914 58 -1 971
Other provisions 2.661 -948 0 1.713
Grants 30.354 1.163 2.303 33.820
Deferred income tax 3.389 11 3.847 7.247
Accrued and other short-term liabilities 95.718 -180 -2.300 93.238
Income tax payable 3.575 121 19 3.715
TOTAL CORRECTION OF LIABILITIES -741 3.869

The effect of corrections and reclassifications in the income statement for 2006 is as follows:

TERNA GROUP 31.12.06 Amounts for year 2006
published in the initial
consolidated financial
statements of 31.12.06
Error
corrections and
reclassifications
Restated
amounts for
2006
Net turnover 312.087 1.076 313.163
Cost of sales (264.228) (428) (264.656)
Gross profit 47.859 648 48.507
Administrative and distribution expenses (26.139) (161) (26.300)
Research and development expenses (1.097) 0 (1.097)
Other income(expenses) 11.456 935 12.391
Net financial income/(expenses) (8.266) (575) (8.841)
Loss from the valuation of associates under the equity method (15) 0 (15)
Profit before tax 23.798 847 24.645
Income tax (8.221) (433) (8.654)
Net profit from continuing operations 15.577 414 15.991
Profit from discontinued operations after tax 5.095 0 5.095
Net profit for the period 20.672 414 21.086

(Amounts in thousands of euros, unless otherwise stated)

Attributed to:
Shareholders of the parent from continuing operations 12.718 295 13.013
Minority interest from continuing operations 2.859 119 2.978
Shareholders of the parent from discontinuing operations 4.852 0 4.852
Minority interest from discontinuing operations 243 0 243
20.672 414 21.086
Profit/(Loss) after tax per share (in Euro)
Basic from conditioning operations attributed to shareholders of the
parent
0,28 0,00 0,28
Basic from discontinuing operations attributed to shareholders of the
parent
0,11 0,00 0,11

The effect of corrections and reclassifications in cash flow statement for 2006 is as follows:

TERNA GROUP 31.12.2006 Amounts of the year 2006
as published in the initial
consolidated financial
statements of 31.12.2006
Error
corrections and
reclassifications
Restated
amounts of
the year
2005
Cash flow from operating activities
Profit before tax 29.980 845 30.825
Adjustments for the agreement of the net flows from the
operating activities
Depreciation 16.329 (1.019) 15.310
Provisions (654) (6.948) (7.302)
Interest and related revenue (1.646) 4 (1.642)
Interest and other financial expenses 9.258 1.225 10.483
Results from participations and securities (9.509) 9.046 (463)
Results from intangible and tangible asset and real estate 41 (6.881) (6.840)
Amortisation of grants (1.501) 207 (1.294)
Other adjustments 516 0 516
Operating profit before changes in working capital 43.114 (3.521) 39.593
(Increase)/Decrease in:
Inventories (2.134) 0 (2.134)
Trade receivables (781) (6.446) (7.227)
Prepayments and other short term receivables (24.550) 20.649 (3.901)
Increase/(Decrease) in:
Suppliers 35.312 (279) 35.033
Accruals and other short term liabilities 23.501 (1.431) 22.070
Collection of grants 12.044 56 12.100
(Increase)/Decrease of other long term claims and liabilities (4.062) 0 (4.062)
Tax payments (8.089) 0 (8.089)
Cash inflow from operating activities 74.355 9.028 83.383
Cash flows from investment activities
Purchases of intangible and tangible assets (42.919) (6.696) (49.615)
Sale of tangible fixed assets 1.514 0 1.514
Interest and related income received 1.645 0 1.645
(Purchases) / Income from the sale of participations and
securities
41 0 41

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

Real estate investments (1.431) (2.395) (3.826)
Cash outflows for investment activities (41.150) (9.091) (50.241)
Cash flows from financial activities
Net change of short term loans (16.185) 12.000 (4.185)
Net change of long term loans 40.052 (12.001) 28.051
Loan payments for finance leases (9.199) 0 (9.199)
Dividends paid to shareholders of the parent (11.325) 0 (11.325)
Interest paid (9.153) 0 (9.153)
Change of other financial receivables (1.945) 0 (1.945)
Cash outflows for financial activities (7.775) 0 (7.775)
Net increase of cash 25.450 (64) 25.386
Cash at the beginning of the year 49.067 64 49.131
Cash at the end of the year 74.517 0 74.517

5. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The Group makes estimates, assumptions and exercises judgment either in order to select the appropriate accounting principles or regarding the future development of events and transactions. These estimates, assumptions and judgments are reviewed periodically so as to ensure that they correspond to current facts and they reflect the current risks and are based on the previous experience of the Management regarding the level/volume of relevant transactions or events.

The main estimates and judgments that relate to data the evolution of which could affect the figures in the financial statements during the next 12 months are as follows:

Recognition of income from construction contracts

The Group uses the percentage of completion method to recognize revenue from construction contracts, in accordance with IAS 11. According to this method the construction cost as of each balance sheet date is compared to the budgeted total cost of the project in order to determine the percentage of completion of the project.

The cumulated effect of the restatements/reassessments of the total budgeted cost of the projects and the total contractual payment (recognition of work over and above the contract) is recorded in the financial years during which such restatements arise. The total budgeted cost and the total contractual payment of the projects arise from estimation procedures and are reassessed and reviewed at each balance sheet date.

6. GROUP STRUCTURE

Participations in subsidiaries, related and joint ventures on 31.12.2006 are as follows:

A) Subsidiaries of the parent

Company name Country of
Domicile
Participation
percentage
Consolidation
method
Un-audited
tax years
2006 2005
1.ΒΙΟΜΕΚ ΑΒΕΤΕ
2.ΤΕRΝΑ ENERGY ΑΒΕΤΕ
3.STROTIRES ΑΕΒΕ
Greece
Greece
66.50
63.19
51.00
66.50
61.75
51.00
Full
Full
5
2
4
4.DIKEVE SA
5.ILIOCHORA SA
Greece
Greece
Greece
95.01
100.00
100.00
100.00
Full
Full
Full
1
2
6. SC TERNA INTERNATIONAL
CONSTRUCTION ROMANIA
Romania 100.00 - Full 3
7. TERNA OVERSEAS LTD Cyprus 100.00 - Full 1st financial
year
8. TERNA BAHRAIN HOLDING
WLL*
Bahrein 99.99 - Full 1st financial
year
9. TERNA QATAR LLC* Qatar 35.00 - Full** 1st financial
year

* Participation through TERNA OVERSEAS LTD.

** The company TERNA QATAR LLC fully consolidates in accordance with P.C.I. 12 (Permanent Committee of Interpreters 12 «Consolidation-Special purpose companies», because the Group, based on contract controls the management.

B) Subsidiaries of the parent consolidated using the proportionate method: B.1 Companies

No Country of Participation percentage
2005 and 2006
Un-audited
Name domicile % tax years
1. HERON THERMOELECTRIKI SA Greece 50% 4

B.2 Taxed joint-ventures

No Name Participation
percentage
2005 and 2006
%
Un-audited
tax years
1. J/V MAIN ARROGATION CANAL D 1 75.00% 6
2. J/V TRAM CIVIL ENGINEERING PROJECTS (IMPREGILO) 55.00% 5
3. J/V IRAKLEION CAMPUS 50.00% 2
4. J/V ANCIENT OLYMPIA BY-PASS(ALPINE MAYREDER BAU GMBH) 50.00% 4
5. J/V ΑKTOR, ΑΕGΕΚ, ΕΚΤΕR, TERNA AIRPORT INSTAL. SPATA 20.00% 1
6. J/V TERNA SA / AKTOR SA - GOULANDRIS MUSEUM 50.00% 4
7. J/V DEPA PROJECT 10.00% 4
8. J/V UNDERGROUND CARS THESSALONIKI 50.00% 4
9. J/V ARTA-FILIPPIADA BY-PASS 98.00% 4
10. J/V ATHENS CONCERT HALL 45.00% 5
11. J/V ATHENS CAR PARKS 20.00% 4
12. J/V PERISTERI METRO 50.00% 4
13. J/V TERNA S.A. - ATHINA ΑΤΕ ARAHTHOS PERIST. PROJECTS 62.50% 5
14. J/V TERNA SA - KARAGIANNIS TEFAA KOMOTINI PROJECT 31.34% 2
15. J/V THALES ATM SA-TERNA UPGRADE OF TACAN STATIONS 22.25% 6
JOINT VENTURE AVAX-VIOTER (OLYMPIC VILLAGE
16. CONSTRUCTION) 35.00% 3
17. J/V AVAX-BIOTER (OLYMPIC VILLAGE) 37.50% 3
18. J/V TERNA S.A. PANTECHNIKI S.A. 83.50% 3
19. J/V TERNA S.A. AKTOR Α.Τ.Ε. J&P ΑVAX 33.00% 5
20. J/V TERNA S.A. J&P ΑVAX - PANTECHNIKI-HORSE RIDING CENTRE
MAINTENANCE 35.00% 2
21. J/V TERNA SΑ - ATHINA ΑΤΕ 62.50% 3
J/V TERNA SA - TH. KARAGIANNIS SA PROJECT CONSTRUCTION
22. MEPW 50.00% 6
23. J/V SALONIKA PARK 50.00% 2
24. J/V SIEMENS-ΑΚΤOR ΑΤΕ-ΤΕRΝΑ SA 37.50% 2
25. J/V ΤΕRΝΑ-ΜICHANIKI AGRINIO BY-PASS 65.00% 2
26. TERNA SA BIOTER SA NAT BUILDING 50.00% 7
27. J/V TERNA S.A.-THALES S.A. 50.00% 4
28. J/V TOMI ABETE-ILIOHORA SA 30.00% 2
29. J/V AVAX-BIOTER-ILIOHORA SA 37.50% 2
30. J/V AKTOR-DOMOTECHNIKI-THEMELIODOMI-TERNA-ETETH 25.00% 1st financial year
31. J/V BUILDING CONSTRUCTION OSE ILIOHORA SA 13.30% 1st financial year
32. J/V CONSTRUCTION OF PROJECT PARADEISIA-TSAKONA 49.00% 1st financial year
33. J/V UNDERGROUND CHAIDARI-PART A 50.00% 1st financial year
J/V FOUNDATION OF THE HELLENIC WORLD-COMPLETE
34. CONSTRUCTION 60.00% 1st financial year
35. J/V TERNA-TERNA ENERGY-TSMPRAS (EPL) 50.00% 4
36. J/V TERNA SA-TERNA ENERGY ABETE 50.00% 4
37. J/V BIOTER SA-TERNA SA 50.00% 4
38. J/V TERNA SA-IONIOS SA 90.00% 4
39. J/V TERNA ENERGY-TERNA-MANIOTIS 37.50% 4
40. J/V TERNA-TERNA-TERNA ENERGY-TSAMPRA 56.00% 4
41. J/V ATHINA-PANTECHNIKI-TERNA-J/V PLATAMONAS PROJECT 39.20% 3
42. J/V BIOTER SA-TERNA SA 50.00% 4
43. J/V TERNA-MOCHLOS ΑΤΕ 70.00% 7
44. J/V TERNA-VIOTER SA 50.00% 4
45. J/V TERNA-ERGODOMI-KTISTOR ATE 50.00% 4
46. J/V EDRASI-PSALLIDAS-TERNA-EDRACO 51.00% 4
47. J/V TERNA-AKTOR-EMPEDOS-J&P ABAX-J%P ΑΒΑΞ-IMEC GmbH 24.00% 5
48. J/V TERNA-ATERMON ΑΤΕΕ 50.00% 2
49. J/V TERNA-VERMION ATE-ANAPLASEON 50.00% 3
50. J/V TERNA-KARAGIANNIS 50.00% 3
51. J/V EUROPEAN TECHNICAL-HOMER-TERNA 33.33% 10
52. J/V TERNA-THEMELIODOMI 60.00% 4
53. J/V TERNA-AKTOR GOULANDRI MUSEUM 50.00% 5
54. J/V TERNA-THEMELIODOMI 60.00% 6
55. J/V TERNA-TEMA SA 36.50% 5
56. J/V FRAGMATOS PRAMORITSA 33.33% 4
57. J/V TERNA-EDRASI-STROTIRES 41.00% 5
58. J/V IMPREGILO -ALTE-TERNA 5.00% clearance
59. J/V UNIVERSITY OF CRETE 25.00% 2
60. J/V PROJECT FOR COMPLETION OF WASTEWATER TREATMENT
(BIOLOGICAL) 50.00% 4
61. J/V EKTER-TERNA 50.00% 4
62. TERNA SA & Co 99.00% 4
63. J/V AKTOR-TERNA SA 50.00% 4
64. J/V AKTOR-TERNA SA IASO BUILDING 50.00%
65. J/V ALPINE MAYREDER-TERNA-PANTECHNIKI 50.00% 3
66. J/V ALPINE MAYREDER BAU GmbH-TERNA SA-PANTECHNIKI SA 31.50% 1st financial year
67. J/V TERNA-MOCHLOS-AKTOR KIATO-AIGIO 35.00% 1st financial year
68. J/V J&P AVAX-TERNA PLATANOS TUNNEL 33.33% 1st financial year
69. J/V AKTOR-TERNA-J&P AVAX KALLIDROMO TUNNEL 33.33% 1st financial year
70. J/V THEMELIODOMI-TERNA-DIEKAT-THEMELIODOMI 25.00% 5
71. J/V MINISTRY OF TRANSPORTATION 33.00% 4
72. J/V AEGEK TERNA 44.78% 4
73. J&P AVAX SA-TERNA SA-EYKLEIDIS 35.00% 4
74. ALTE ΑΤΕ - ΤΕΡΝΑ SA 50.00% 4

B.3 Taxed joint ventures that did not consolidate

No Name Percentage of
participation
1 J/V BIOTER SA-TERNA SA - COST PLUS 50.00%
2 J/V BIOTER SA-TERNA SA-FENCING (APOLLONIA SPA) 50.00%
3 J/V ATHENS-PANTECHNIKI-TERNA (KOUKONTONI TUNNEL) 33.30%
4 J/V EMPEDOS SA-TERNA SA (PROJECT EKTHE THIRDS PARTY) 50.00%
5 J/V CAR PARK "PARKING OYIL SA" 12.16
6 J/V MARITIME MIDSHIPMEN –GNOMON ATE-GEK SA-GENER SA 33.00%
7 J/V IMPREGILO S.p.a – TERNA SA-ALTE SA (EXECUTIONS)-in clearance 33.33%
8 J/V ARCHIRODON HELLAS ATE-TERNA SA 30.00%
9 J/V EVINOU-AEGEK-METON SA-TERNA SA-EYKLEIDIS SA 33.33%

The aforementioned joint ventures for technical projects construction in which the company participates have already completed their projects for which they were established for, the guarantee time has passed, the relations with third parties are cleared and their final clearance is pending.

(Amounts in thousands of euros, unless otherwise stated)

C) Subsidiaries of TERNA ENERGY SA

Company name Country of
Domicile
Participation
percentage
Consolidation
method
Un-audited
tax years
2006 2005
1. IWECO CHONOS LASITHI CRETE SA
2.TERNA ENERGY ABETE&Co
Greece 100.00 100.00 Full 4
ENERGIAKI SERVOUNIO SA Greece 100.00 100.00 Full 5
3.TERNA ENERGY EVROS SA Greece 100.00 100.00 Full 5
4. GP ENERGY Bulgaria 100.00 100.00 Full 1
5. PPC RENEWABLE- ΤΕRΝΑ ENERGY
SA Greece 51.00 51.00 Full 4

D) Joint ventures of TERNA ENERGY ABETE

Name Participation percentage
2005 and 2006
%
Un-audited tax
years
1. J/V TRAM POLITICAL ENGINEERING WORKS 36% 4
2. J/V ENVAGELISMOU, PROJECT C' 50% 4*
3. J/V TERNA ENERGY - TSAMPR. DRAMAS HOSPITAL 40% 4*
4. J/V EPL DRAMAS 24% 4*
5. J/V TERNA ENERGY - OLYMPIOS ATE 50% 4
6. J/V K. MANIOTIS - TERNA - TERNA ENERGY 37.50% 4
7. J/V/ EMBEDOS - PANTECHNIKI - TERNA ENERGY 50.10% 4
8. J/V THEMELI-TERNA ENERGY ABETE-J/V TERNA SA 40% 3
9. J/V EKTER - TERNA - ATHONIKI 31% 2
10 J/V/ KL. ROUTSIS - TERNA ENERGY ABETE 50% 3
11 TERNA ENERGY ABETE & Co 70% 5

E) Ordinary and limited partnerships of TERNA ENERGY ABETE

These companies are established having as a sole purpose the acquisition of licences required to construct energy plants producing electricity by using renewable resources, and if the construction goes ahead, they will be absorbed by TERNA ENERGY ABETE. Till today they have no activities and therefore no tax interest.

Name Participation
percentage
2005 and 2006
%
Un-audited
tax years
1. TERNA ENERGY ΑΒΕΤΕ - Μ.Ε.L. MAKEDONIKI ETAIRIA HARTOU & SIA, J/V, 50 4
Greece
2. TERNA ENERGY Α.Β.Ε.Τ.Ε. & SIA AIOLIKI RAHOULAS DERVENOHORION, 100 4
Greece
3. TERNA ENERGY ABETE & SIA AIOLIKI POLYKASTROU, Greece 100 4
4. TERNA ENERGY ABETE & SIA AIOLIKI PROVATA TRAIANOUPOLEOS, Greece 100 4
5. TERNA ENERGY ABETE & SIA ENERGIAKI DERVENOHORION, Greece 100 4
6. TERNA ENERGY ABETE & SIA ENERGIAKI VELANIDION LAKONIAS, Greece 100 4
7. TERNA ENERGY ABETE & SIA ENERGIAKI DISTION EVIAS, Greece 100 4
8. TERNA ENERGY ABETE & SIA AIOLIKI PASTRA ATTIKIS, Greece 100 4
9. TERNA ENERGY ABETE & SIA AIOLIKI MALEA LAKONIAS, Greece 100 4
10. TERNA ENERGY ABETE & SIA ENERGIAKI FERRON EVROU, Greece 100 4
11. TERNA ENERGY ABETE & SIA AIOLIKI DERVENI TRAIANOUPOLEOS, Greece 100 4
12. TERNA ENERGY ABETE & SIA AIOLIKI KARYSTIAS EVIAS, Greece 100 4
13. TERNA ENERGY ABETE & SIA ENERGIAKI ARI SAPPON, Greece 100 4
14. TERNA ENERGY ABETE & SIA ENERGIAKI PELOPONNISOU, Greece 100 4
15. TERNA ENERGY ABETE & SIA AIOLIKI ANATOLIKIS ELLADOS, Greece 100 4
16. TERNA ENERGY ABETE & SIA AIOLIKI MARMARIOU EVIAS, Greece 100 4
17. TERNA ENERGY ABETE & SIA ENERGIAKI PETRION EVIAS, Greece 100 4
18. TERNA ENERGY ABETE & SIA AIOLIKI ROKANI DERVENOHORION, Greece 100 4
19. TERNA ENERGY ABETE & SIA ENERGIAKI STIRON EVIAS, Greece 100 4
20. TERNA ENERGY ABETE & SIA ENERGIAKI NEAPOLEOS LAKONIAS, Greece 100 4
21. TERNA ENERGY ABETE & SIA ENERGIAKI XSIROVOUNIOU, Greece 70 4
22. TERNA ENERGY ABETE & SIA AIOLIKI PANORAMATOS DERVENOHORION, 100 4
Greece
23. TERNA ENERGY ABETE & SIA ENERGIAKI KAFIREOS EVIAS, Greece 100 4

7. INTANGIBLE ASSETS

The intangible fixed assets figure reported in the attached financial statements as of the 31st of December 2006, is analysed as follows:

GROUP COMPANY
Concessions
and Royalties
Software Total Concessions
and Royalties
Software Total
Net Book Value 1.1.2005 5.934 235 6.169 5.932 210 6.142
Additions (2) 76 74 0 45 45
(depreciation for the year) (220) (164) (384) (220) (146) (366)
Balance 31.12.2005 5.712 147 5.859 5.712 109 5.821
Cost 01.01.2005 6.605 681 7.286 6.603 557 7.160
Accumulated depreciation (671) (446) (1.117) (671) (347) (1018)
Net Book Value 01.01.2005 5.934 235 6.169 5.932 210 6.142
Cost 31.12.2005 6.603 757 7.360 6.603 602 7.205
Accumulated depreciation (891) (610) (1.501) (891) (493) (1384)
Net Book Value 31.12.2005 5.712 147 5.859 5.712 109 5.821

(Amounts in thousands of euros, unless otherwise stated)

GROUP COMPANY
Concessions
and Royalties
Software Total Concessions
and Royalties
Software Total
Net Book Value 1.1.2006 5.712 147 5.859 5.712 109 5.821
Additions 688 97 785 0 32 32
(depreciation for the year) (226) (128) (354) (220) (67) (287)
Balance 31.12.2006 6.174 116 6.290 5.492 74 5.566
Cost 01.01.2006 6.603 757 7.360 6.603 602 7.205
Accumulated depreciation (891) (610) (1.501) (891) (493) (1384)
Net Book Value 01.01.2006 5.712 147 5.859 5.712 109 5.821
Cost 31.12.2006 7.291 854 8.145 6.603 634 7.237
Accumulated depreciation (1.117) (738) (1.855) (1.111) (560) (1.671)
Net Book Value 31.12.2006 6.174 116 6.290 5.492 74 5.566

The depreciation for 2006 is 354 thousand euros (384 thousand euros in 2005) and is recorded in Income Statement at cost of sales and at Administration and Distribution Expenses.

In the concession and rights account there are recorded purchased rights for the exploitation of quarries, of net book value of 5.492 thousand (euro 5.712 in 2005), with initially agreed period of 20- 30 years. Also, in the account are recorded the paid rights for the installation of wind parks, for a net book value of 681 (euro 0 in 2005).

8. TANGIBLE FIXED ASSETS

The tangible fixed assets account reported in the attached financial statements as of the 31st of December 2006, is analysed as follows:

31 DECEMBER 2006

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31 DECEMBER 2006

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31 DECEMBER 2006

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(Amounts in thousands of euros, unless otherwise stated)

Of the tangible fixed assets analyzed above, the following have been acquired through finance leases:

GROUP COMPANY
Machinery
Vehicles
Total
Machinery Vehicles Total
Cost 31.12.2006 57.433 2.028 59.461 15.797 2.028 17.825
Less: Accumulated Depreciation (6.896) (79) (6.975) (2.312) (79) (2.391)
Net Book Value 31.12.2006 50.537 1.949 52.486 13.485 1.949 15.434

On real estate of the Group recorded on book value of 31.000 euro on 31.12.2006 there are prenotations of 17,000 for securing banking loans.

On 2006 there were expenses of 13.127 euro for fixed assets under construction.

The Group has made a provision for the restoration the land on which it has installed the wind parks for the production of electric energy, amounting to € 406. This amount has been recorded as a tangible fixed asset and as a provision in liabilities. The tangible fixed asset is depreciated through the income statement for a period equal to the useful life of the wind park.

9. INVESTMENT PROPERTY

The investment property account reported in the attached financial statements as of the 31st of December 2006, is analysed as follows.

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Balance 1/1 26.579 29.584 7.935 10.998
Additions in the year 5.298 0 0 0
Reductions in the year (1.018) (3.063) (1.018) (3.063)
Adjustments in fair value 6.139 58 0 0
Transfers in held for sale (29.158) 0 0 0
Balance 31.12 7.840 26.579 6.917 7.935

Investment property transferred in category of non-current assets held for sale refer to the sold in 2007 company DIKEVE SA. More are mentioned below in paragraph 33.

10. INVENTORIES AND WORK IN PROGRESS

The stock and work in progress figure reported in the attached financial statements as of the 31st of December 2006, is analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Raw and auxiliary materials 8.027 6.815 3.405 810
Finished products and work in
progress 4.431 7.427 869 3.514
Buildings under construction 384 0 0 0
Merchandise 63 38 6 0
Total 12.905 14.280 4.280 4.324

Raw and auxiliary materials refer to materials that would be used in technical projects undertaken by the Company.

Finished products refer to inactive materials. On 31st of December 2005 and 2006 there were no provisions for impaired or slowly moved inventories.

11. TRADE RECEIVABLES AND PREPAYMENTS AND OTHER RECEIVABLES

The trade receivables figure reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Trade receivables 117.091 118.689 85.485 82.276
Trade receivables from associates 51.705 38.283 34.662 13.171
Customers - Doubtful and in Litigation 5.521 5.312 5.298 5.201
Overdue Notes/Cheques Receivable 72 1.959 72 1.959
Checks receivable 2.720 4.693 2.183 4.686
Less: Provisions for doubtful debt (9.666) (14.864) (9.264) (14.813)
167.443 154.072 118.436 92.480

An amount of € 25 million is included in trade receivables figure, € 20 million of which stems from previous financial years and relates to the proportion of respective receivables of two Joint Ventures in which the Group participates and which have undertaken the construction of a specific technical project.

The delay is due to the complexity, both from the legal and the technical perspective, of the approval procedure for the certificate needed for the project since the contractual as well as the additional technical part of the project is financed mainly by EU funding.

The project is carried out according to the specific technical plans by the person responsible for the technical aspects of the project –competent officer of the main project- that include both the contractual as well as the additional technical part of the project. For the resolution of the dispute relating to the additional part of the plan beyond the contract, no appeal has been made to the arbitration process provided for by the contract sine the joint-ventures consider that there is still room for consensus to be reached. The Management of the Company, following a suggestion by the Receive Committee regarding the total of executed projects, on 21.12.2006 and based on the assessment of the legal representative of the Group, who is handling the matter as well as the responsible for the project people, taking also into account the credibility of the employer estimates that the aforementioned receivable would be collected in full and therefore there is no need for any relevant provision to be made.

The prepayments and other receivables figure reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Prepayments to suppliers 6.654 4.573 7.975 3.490
Prepayments and Credits Control Accounts 3.753 3.922 980 2.296
Prepaid expenses – Accrued Income 5.463 3.105 2.545 1.918
Other receivables by Group's joint ventures
Restricted bank accounts
5.955
1.473
10.442
378
14.930 14.111
Other receivables-Sundry debtors 22.452 23.055 8.153 9.186
Less: provisions for doubtful receivables (1.304) (3.690) (1.304) (3.690)
44.446 41.785 33.279 27.311

The movements in provisions for receivables from customers in the period is analysed as follows:

GROUP COMPANY
Balance 31.12.2005 18.554 18.503
Provisions for the year 350 0
Unused provisions (7.934) (7.934)
Balance 31.12.2006 10.970 10.569

The reversal in formed provisions is due to the amount of 5.2 million euro related to write-offs of relevant receivables and the accounting adjustments after the audit and the finalisation by tax authorities of all the un-audited tax years, and due to the amount of 2.8 million euro that reflects part of the provision for receivables which according to current developments are not expected to be verified and the outstanding matter will be solved.

12. CONTRACTS FOR THE CONSTRUCTION OF TECHNICAL PROJECTS

The technical projects under construction that have been undertaken by the Group as at the date of compilation of the attached financial statements are analyzed as follows:

GROUP COMPANY
Cumulative figures from the start of the 31.12.2006 31.12.2005 31.12.2006 31.12.2005
projects
Cumulative cost 1.066.650 901.030 691.253 542.254
Cumulative profits 183.532 188.279 162.047 140.494
Cumulative losses 26 194 26 0
Received prepayments 31.441 40.663 13.283 8.919
Withheld amounts from project customers 2.732 2.303 2.099 1.763
Receivables invoiced 1.209.879 1.066.703 825.553 683.417
Receivables form customers 51.705 38.283 34.662 13.171
Liabilities to customers (11.428) (15.871) (6.941) (13.840)
Net receivables from customers 40.277 22.412 27.721 (669)

(Amounts in thousands of euros, unless otherwise stated)

13. OTHER FINANCIAL ASSETS

The other financial assets figure reported in the attached financial statements as of the 31st of December 2006, include shares of Societe Anonyme and Mutual Funds and are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Securities available for sale 1.262 4.764 1.123 791
Securities held till maturity 5.896 0 0 0
Securities of trading portfolio 46 56 45 56
7.204 4.820 1.168 847

On 31.12.2006 the securities available for sale were valued at fair value and a profit of 309 was realised that was recorded in equity. The relevant amount for the company amounted to 309 euro.

14. CASH AND CASH EQUIVALENTS

The cash and cash equivalents figure reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Cash in hand 263 384 31 1
Sight deposits 74.254 48.747 23.989 8.801
Time deposits 0 0 0 4.016
Total 74.517 49.131 24.020 12.818

15. LONG-TERM LOANS AND FINANCE LEASE

The long-term loans figure reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Liabilities from finance leases 23.343 23.485 12.939 5.380
Less: Short-term part (7.633) (6.132) (2.810) (2.008)
Long-term debt 91.159 42.520 30.000 0
Less : Short-term part (6.804) (527) (3.500) 0
100.065 59.346 36.629 3.372

The repayment period of the aforementioned loans is analysed as follows:

GROUP
31.12.2006 31.12.2005
Till 1 year 6.804 527
Between 2 & 5 years 42.420 26.092
Over 5 years 41.935 15.901
COMPANY
31.12.2006 31.12.2005

(Amounts in thousands of euros, unless otherwise stated)

Till 1 year 3.500 0
Between 2 & 5 years 17.500 0
Over 5 years 9.000 0

Liabilities from finance lease refer to companies of the Group and the repayment periods are reported in the following table:

GROUP
31.12.2006 31.12.2005
Till 1 year 7.633 6.132
Between 2 & 5 years 13.362 13.362
Over 5 years 2.348 3.991
COMPANY
31.12.2006 31.12.2005
Till 1 year 2.810 2.008
Between 2 & 5 years 7.332 1.364
Over 5 years 2.348 0

Finance leases are for the most part used to cover the financing requirements of the installation and operation of a factory producing electric power, as well as the lease of mechanical and factory equipment.

Long-term loans are for the most part used to cover the financing requirements of the development of wind parks of the energy sector of the Group. Also, part of the long term loans cover the financing requirements of building investment property. The weighted average interest on the above loans is calculated as Euribor plus a spread of 3%.

16. PROVISIONS FOR STAFF RETIREMENT INDEMNITIES

According to Greek labor law, each employee is entitled to a lump-sum indemnity in case of dismissal or retirement. The amount of the indemnity depends on the length of service with the company and the employee's wages the day he/she is dismissed or retires. Employees that resign or are justifiably dismissed are not entitled to such an indemnity. The indemnity payable in case of retirement in Greece is equal to 40% of the indemnity calculated in case of dismissal. According to the practices in the countries where the subsidiaries of the Group are operating in, staff indemnity programmes are usually not funded.

The liabilities for staff indemnity liabilities Were determined through an actuarial study. The following tables present an analysis of the net expenditure for the relevant provisions recorded in the results for the financial year ended on the 31st of December 31, 2006 and the movement of the relevant provision accounts for staff indemnities presented in the attached consolidated Balance Sheet for the year ended on December 31st 2006.

The provision for staff indemnities recognized in the consolidated Income Statement for the financial year is as follows:

(Amounts in thousands of euros, unless otherwise stated)

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Present value of liabilities 1.371 1.675 1.164 1.406
Non recorded actuarial losses (400) (411) (393) (410)
Recognised liability 971 1.264 771 996

The expense for staff indemnities recognised in income statements is as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Current service cost 202 149 167 126
Finance cost 53 46 47 45
Write-off of not-recognised
actuarial losses 75 76 64 75
Additional payments 40 358 0 310
370 629 278 556

The aforementioned expense is recorded in Income statement in cost of sales account. The movement of the relevant provision account in the consolidated Balance Sheet is as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Opening balance 1.264 1.193 996 951
Provision
recognized
in
the
income
statement
370 629 278 556
Indemnities paid (663) (558) (503) (511)
Closing balance 971 1.264 771 996

The main assumptions for financial years 2006 and 2005 are as follows:

Discount rate 3,03%
Future wage increases 2,30%
Average remaining work life (years) 4,81

17. OTHER PROVISIONS

The movement of relevant provision in the Balance Sheet is as follows:

GROUP COMPANY
Provisions for
restoration of
nature
Other
provisions
Provisions for
restoration of
nature
Other
provisions
Balance 1.1.2006 759 1.471 0 668
Provision recognised in the income statement
262 0 0 0
Provision recognised in assets (615)
Used provisions 0 (164) 0 0
Balance 31.12.2006 406 1.307 0 668

Companies of the energy sector are obliged to restore nature in places they install units for the production of electricity when the installation finishes and the licences granted by the state last for twenty years. The aforementioned provision of 406 euro reflects the necessary expenses for uninstallation and area restoration with the use of current technology and material.

18. GRANTS

The grants figure reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
Net value 1.1.2006 14.385 0
Transfers to the Profit and Loss (1.294) 0
Collection of Grants 12.100 0
Approved grants 8.629 0
Net value 01.01.2006 33.820 0

Grants relate to government grants for the development of wind parks and car parks and other infrastructure and are amortized during the useful life of the assets financed by grants.

19. SUPPLIERS AND OTHER LIABILITIES

The suppliers figure reported in the attached financial statements as of the 31st of December 2006, is analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Suppliers- Subcontractors 34.418 9.857 39.898 19.757
Suppliers-other 22.128 23.605 0 0
Cheques payable 14.426 4.671 10.637 3.025
70.972 38.133 50.535 22.782

The accrued and other short term liabilities reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Liabilities from taxes-duties 12.389 8.299 8.036 3.727
Social Insurance Payable 2.157 1.981 1.532 1.449
Dividends payable 75 585 75 585
Liabilities to associates 4.785 8.137 6.115 5.815
BoD remuneration 990 802 640 657
Customer prepayments 39.563 40.664 33.176 8.920
Accrued expenses and prepaid income 4.063 1.823 2.262 154
Liabilities from IAS 11 11.428 15.871 6.941 13.840
Various creditors 17.788 3.662 3.304 19.099
93.238 81.824 62.081 54.246

20. SHORT TERM LOANS

The total amount of the Group's short-term loans refers to bank overdrafts that are used for working capital purposes to cover the Company's operating needs. The amounts withdrawn are mainly used to cover the short term liabilities of the construction sector that emerge from the timing difference between the realization of the construction cost and the certification of the work completed, as well as from the large delays in the collection of receivables from the State. The weighted average interest rate for the short-term loans is close to 3.78%.

21. INCOME TAX

According to Greek tax legislation the Company is taxed with a tax rate of 29% for 2006 and 25% for 2007 and onwards.

The income tax figure recorded in the income statements is analyzed as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Current tax expense
Current tax 4.500 6.840 153 4.486
Deferred Tax of previous years 2.201 256 1.698 0
6.701 7.096 1.851 4.486
Deferred tax expense 3.039 262 3.777 (1.792)
Total 9.740 7.358 5.628 2.694

The income tax statement is submitted on an annual basis but the profits or losses declared remain provisional until the tax authorities audit the tax payer's books and records and issue a final audit report. Currently, addition taxes that may be charged during the tax audit of un-audited tax years is difficult to be calculated and therefore no relevant provision are made in the attached financial statements. The un-audited tax years for the Group's companies are shown above in paragraph 5. A reconciliation of income tax to the accounting profit multiplied by the applicable tax rate is as follows:

GROUP COMPANY
31.12.2006 31.12.2005 31.12.2006 31.12.2005
Earnings before tax 30.823 22.495 13.361 7.589
Tax (29% and 32%) 8.939 7.198 3.875 2.498
Tax on distributed reserves 0 0 0
Implied tax 152 (1.155) 152 (1.123)
Additional tax on property 20 20
Non-exempt tax expenses 596 378 495 378
Difference between accounting and taxed earnings
of joint ventures 592 1.855 (1.052) 0
Effect from tax rate change (1.198) (337) 460 0
Difference on foreign entities taxation (96) 0 0 0
Tax audit differences 2.201 256 1.698 0
Tax exempt reserves and income (1.466) (1.216) 0 0
Other 0 359 0 1.010
9.740 7.358 5.628 2.694

31 DECEMBER 2006

(Amounts in thousands of euros, unless otherwise stated)

Deferred income tax is calculated on all the temporary tax differences between the book value and the tax value of the assets and liabilities. The deferred income tax is calculated using the expected tax rate of the Company at the time in which the tax receivable/liability matures. The deferred tax receivables and liabilities for the years 2006 and 2005 are analyzed as follows:

GROUP Balance sheet Profit and loss
account
(Debit)/Credit
Net position
(Debit)/Credit
31.12.2006 31.12.2005 1.1 – 31.12.2006 1.1 – 31.12.2006
Deferred income tax asset
Expensed intangible assets 1.003 1.673 (670)
Recognition of construction project income
according to IAS 11 2.652 1.571 (1.081)
Provision for staff indemnity 243 319 (76)
Depreciation defferences 1.125 965 160
Other provisions 110 0 110
Valuation of investments 629 (65) 65 629
Provisions for doubtful receivables 2.564 2.768 (204) 0
Totals 8.326 7.231 466 629
Deferred income tax liability
Investment property valuation (81) 0 (81)
Recognition of finance leases (4.544) (2.905) (1.639)
Recognition of construction project income
according to IAS 11 (1.652) 0 (1.652)
Assets valuation (970) (837) (133)
Totals (7.247) (3.742) (3.505) 0
Deferred income tax income/(expense) 3.039 629
Net deferred tax asset/liability 1.079 3.489
COMPANY Balance sheet Profit and loss
account
(Debit)/Credit
Net position
(Debit)/Credit
31.12.2006 31.12.2005 1.1 – 31.12.2006 1.1 – 31.12.2006
Deferred income tax liability
Expensed intangible assets 156 537 (381)
Recognition of construction project income
according to IAS 11 681 3.394 (2.713)
Provision for staff indemnity 193 249 (56)
Provisions for doubtful receivables 2.464 2.964 (500)
Valuation of investments 629 0 0 629
Other 711 0 711
Totals 4.834 7.144 (2.939) 629
Deferred income tax liability
Investment property valuation
Recognition of finance
leases, revaluation of fixed assets and
(1.748) 0 (1.748)
depreciation of fixed assets based on their
useful life
Recognition of construction project income
(239) (1.819) 1.580
according to IAS 11
Other
(1.644) 0
(974)
(1.644)
974
Totals (3.631) (2.793) (838) 0
Deferred income tax income/(expense) (3.777) 629

The Group maintains tax exempt reserves of € 12.551 which will be taxed using the current tax rate in the event that they are distributed or capitalized. In the foreseeable future the Company does not intend to distribute or capitalize these reserves.

TERNA SA is tax audited till 2005.

22. SHARE CAPITAL

The share capital of the Parent amounts to € 53.319 and is totally paid and divided into 45.964.500 common shares having a nominal value of € 3,00 each, while no changes occurred in 2006. The shareholders are entitled to receive dividends, as these are proposed on an annual basis, while each share represents one vote in the General Shareholders meeting.

With the 18-07-2002 decision of the Extraordinary Shareholder Meeting of the Company, share capital increased due to merger by the amount of € 47.602 as follows:

(a) With the amount of € 16.387 emerged from the restatement of nominal value of TERNA SA from € 0,30 to € 1,16 (that is to say 19.054.760 shares of the absorbed TERNA on € 0,86 increase of nominal value) and

(b) With the amount of € 31.215 emerged by the issue of 26.909.740 shares of nominal value of € 1,16, which would be distributed in the shareholders of the absorbed companies and the construction sector of GEK SA in accordance with the decided share exchange ratio. With this last share capital change, the Share Capital of the Company amounts to € 53.319, divided in 45.964.500 common registered shares of nominal value of € 1,16 each.

The Board of Directors proposed the dividend distribution of 10.112 euro (10.112 euro in 2005), that is to say 0,22 euro per share (0,22 euro in 2005). The total dividends comes from taxed earnings.

Earnings per share from continued operations amounted to 0,28 euro (0,30 euro in 2005) and were estimated based on earnings attributable to the shareholders of the parent of 13.013 euro (13.866 euro in 2005) and on average weighted number of shares for the year 2006.

23. REVENUES

Sales reported in the attached financial statements as at the 31st of December 2006 are analysed as follows:

GROUP COMPANY
1.1-31.12.2006
1.1-31.12.2005
1.1-31.12.2006 1.1-31.12.2005
Income from technical projects 255.457 184.311 168.037 125.567
Electrical Energy Sales 34.192 26.072 0 0
Industrial products –
Construction Materials Sales 23.140 23.874 17.862 8.642
Other sales 374 765 374 0
Provision of Services 0 9.387 0 9.329
313.163 244.409 186.273 143.538

24. COST OF SALES AND ADMINISTRATION AND DISTRIBUTION EXPENSES

The figures for cost of sales and administration and distribution expenses reported in the attached financial statements as of the 31st of December 2006, are analysed as follows:

(Amounts in thousands of euros, unless otherwise stated)

Cost of sales GROUP COMPANY
1.1-31.12.2006 1.1-31.12.2005 1.1-31.12.2006 1.1-31.12.2005
Consumption of material and finished work 76.698 47.341 51.755 30.801
Staff wages 19.238 26.666 11.540 12.216
Subcontractors 98.946 73.661 75.022 53.205
Other third party fees 25.213 18.382 1.357 12.531
Other third party benefits 16.639 16.914 7.853 9.043
Tax – duties 630 445 1 189
Depreciation 14.125 10.891 4.718 5.034
Other 13.167 5.592 8.639 3.864
264.656 199.892 160.885 126.883
Administrative expenses GROUP COMPANY
1.1-31.12.2006 1.1-31.12.2005 1.1-31.12.2006 1.1-31.12.2005
Consumption of material and finished work 0 738 0 0
Staff wages 4.945 5.149 6.127 4.324
Subcontractors 578 3.890 331 3.785
Other third party fees 4.369 4.798 3.925 0
Other third party benefits 3.522 2.341 3.190 1.954
Tax – duties 0 564 0 318
Depreciation 1.185 341 1.079 72
Other 11.701 2.938 7.457 4.792
26.300 20.759 22.109 15.245

25. OTHER OPERATING INCOME/(EXPENSES)

The figures for other operating income/(expenses) reported in the attached financial statements as of the 31st of December 2006, is analysed as follows:

GROUP COMPANY
1/1- 1/1- 1/1-
31/12/2006 1/1-31/12/2005 31/12/2006 31/12/2005
Reversal of provisions for doubtful
debtors
7.934 44 7.934 0
Revenues from rents 361 1.215 1.474 1.136
Depreciation of grants 1.294 1.209 0 0
Provision of services 1.321 653 0 1.110
Income from investments 478 1.434 4.818 4.255
Write-off of liability to joint venture 0 2.779 0 0
Foreign exchange differences 749 0 0 0
Fair value difference of investment
property
50 58 0 0
Other extraordinary income/(expenses) 204 675 (601) 2.956
Total 12.391 8.067 13.625 9.457

26. FINANCIAL INCOME/(EXPENSES)

Financial income/(expenses) on December, 31 2006, in the attached financial statements are as follows:

(Amounts in thousands of euros, unless otherwise stated)

GROUP COMPANY
1/1-
1/1-
1/1- 1/1-
31/12/2006 31/12/2005 31/12/2006 31/12/2005
Interest received from deposits 1.642 519 400 123
Loan interest (10.483) (9.038) (3.943) (3.401)
Total (8.841) (8.519) (3.543) (3.278)

27. PAYROLL COST

Staff wages and the average number of employees as of December 31st 2006 are analysed as follows:

GROUP COMPANY
1.1-31.12.2006 1.1-31.12.2005 1.1-31.12.2006 1.1-31.12.2005
Wages and ensuant benefits of wage earners 5.003 15.565 2.613 3.134
Salaries and ensuant benefits of employees 13.119 7.637 9.679 9.259
Insurance and pension fund contributions 5.219 6.554 3.815 3.591
Provision for employee indemnities 370 629 278 556
Other 472 1.430 1.282 0
Total expenses 24.183 31.815 17.667 16.540
Average number of employees 730 609 521 425

28. EXISTING CHARGES ON PROPERTY

Mortgage prenotations to the amount of € 26,9 million have been registered on the property of some subsidiaries included in the consolidation, as security for bank loans.

29. RIGHTS IN JOINT-VENTURES

The Group holds rights in joint ventures for the execution of technical projects. The financial statements of the Group reflect its rights on fixed assets, liabilities, revenues and expenses of joint ventures as follows:

31.12.2006 31.12.2005
Non-current assets 32.372 31.827
Current assets 109.257 122.750
Long-term liabilities 9.469 19.677
Short-term liabilities 107.595 115.306
Net assets/liabilities 24.565 19.594
Revenues 91.512 64.625
Expenses 87.441 53.028

30. TRANSACTIONS WITH RELATED PARTIES

The transactions and the balances of GEK with the related parties for the years 2006 and 2005 are analysed as follows:

2006 GROUP COMPANY
Related party Sales Purchases Debit
balance
Credit
balance
Sales Purchases Debit
balance
Credit
balance
Subsidiaries 0 0 0 0 5.289 489 3.382 2.799
Relates 0 0 0 0 0 0 35.302 0
Joint Ventures 0 0 0 0 6.452 44 0 4.647
Parent 9.181 0 501 1.982 8.664 0 326 356
Other related parties 9.009 2.437 1.256 1.895 5.324 2.437 831 1.933
Main executives 232 0 52 0 232 0 0 0

31. CONTINGENT LIABILITIES

During the course of conducting its business, the Company may face legal claims from third parties. According to both the Management and the Company's Legal Counsel, any such claims are not expected to have a significant impact on the Company's operation and financial position as of the 31st of December 2006.

32. POST-BALANCE SHEET DATE EVENTS

In the first quarter of 2007, the Greek Parliament approved the construction of Ionian Road, an important development for the Company since the construction process will begin. Also, the Group announced its expansion in Middle East as 4 important projects are already undertaken in that area of 375 million euro (Qatar, Abu Dhabi, Bahrain).

In energy sector, the Group announced that considers the listing of TERNA ENERGY shares (the Company consolidates all the activities in Renewable Energy Sources) in Athens Exchange. Also, at the same time, the construction of a plant producing electricity of 400 MW capacity started in Viotia that is expected to be entered into the system by 2009. Total construction cost is estimated at 240 million euro and TERNA SA would be the EPC contractor. At the same time in the framework of dynamic expansion of the Group in the creation of energy from thermal sources, the Group submitted on 20/03/2007 an application for the acquisition of licence for the construction of an energy plant of 460 MW capacity in Evia, operating with coal.

33. NON CURRENT ASSETS AVAILABLE FOR SALE AND DISCONTINUED OPERATIONS

On January, 18 2007 the company DIKEVE SA that belonged to the sector of Real Estate was sold. The decision for the sale was taken on October, 4 2006 within the Group's strategic framework. The price for the sale amounted to 27,377euro and the pre-tax profit to 6,469 euro.

For 2006 the sold company had cash flows from operating activities of 11,192euro ( 699euro in 2005), from investing activities -2,898 euros (1euro in 2005) and from financing activities 14,197 euros (-844Euro in 2005).

(Amounts in thousands of euros, unless otherwise stated)

The assets and liabilities of the sold company on 31.12.2006 are analysed as follows:

31.12.2006
Investment property 29.158
Other receivable 296
Cash 140
Loans 10.801
Suppliers 2.191
Other liabilities 1.562
Net assets/liabilities 15.040

The income statement analysis of the aforementioned discontinued operation is as follows:

2006 2005
Revenues 7.008 792
Expenses (826) (534)
Earnings before tax from discontinued operations 6.182 258
Tax 1.087 (285)
Earnings after tax from discontinued operations 5.095 (27)

34. INFORMATION BY SECTOR OF ACTIVITY

The table below presents the analysis of the results of the Group as of the 31st of December 2006 and the 31st of December 2005 according to its main activities:

31 DECEMBER 2006

Se
f a
iv
i
to
t
ty
c
rs
o
c
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ion
tru
t
ns
c
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g
y
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l
a
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ta
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try
s
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l
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t
ns
o
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da
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ls
to
ta
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fro
l c
l
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nu
es
m
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na
les
f p
du
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ts
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ro
c
0 3
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1
9
2
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9
1
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1
0
6
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les
f s
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o
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s
0 0 0 0 0 0 0
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tru
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2
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for
t
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op
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l r
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ise
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te
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(
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(
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ies
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om
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2
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2
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(
3
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tor
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)
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d
itu
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t
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1
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8.
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3
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0
0
6
6.
2
0
6
1
5.
3
1
0

(Amounts in thousands of euros, unless otherwise stated)

Geographical sectors

Greece Balkans Middle East Not allocated Consolidated
Revenues from external clients 254.033 56.940 2.190 0 313.163
Assets 395.366 74.667 1.883 105.969 577.885
Capital expenditure 65.565 626 15 0 66.206

CERTIFICATE

It is ascertained that the attached financial statements are those approved by the Board of Directors of the Company on the 27th of March 2007, amended on the 21st of July 2008 and have been published by being posted on the internet at the website www.terna.gr. It is noted that the summary financial figures that have been published in the press aim at providing the reader with certain general financial information but do not provide a full picture of the financial position and the results of the Group, in accordance with the International Financial Reporting Standards (IFRS). In the summary information published in the press some figures have been abbreviated.

The Chairman of the Board The Vice-chairman of the Board & CEO

Nikolaos Kambas George Peristeris

The Finance Director The Accounting Manager

Panayiotis Pothos Aikaterini Chalkoroka

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of TERNA AE

Report on the Financial Statements

We have audited the accompanying financial statements of TERNA AE (the "Company"), which comprise the balance sheet as at 31 December 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union (EU). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU).

Without qualifying our opinion, we draw attention to:

Note 16 in the Notes on the financial statements, where reference is made to the fact that the tax returns of the company, for the year 2006, have not been examined by the tax authorities as yet and, as a consequence, the possibility exists of additional taxes and penalties being assessed at the time when the returns will be examined and will be accepted as final. The outcome of these tax inspections cannot be predicted at present and, therefore, no provision has been made in these financial statements in this respect.

Report on Other Legal and Regulatory Requirements

The content of the Report of the Board of Directors is consistent with the aforementioned financial statements.

Athens, 29 March 2007

GEORGIOS E. LAGAS Certified Public Accountant Auditor SOEL Reg. No. 13711 SOL S.A. – Certified Public Accountants Auditors 3, Fok. Negri Street - Athens, Greece

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of TERNA AE

Report on the Financial Statements

We have audited the accompanying restated financial statements of the Group companies of TERNA AE, which comprise the consolidated balance sheet as at 31 December 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union (EU). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying restated financial statements of the Group present fairly, in all material respects, the financial position of the Group as of 31 December 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU).

Without qualifying our opinion, we draw attention to:

a) The present Auditor's Report, was re-issued after the restatement of the consolidated balance sheet at 31.12.2006 by the Board of Directors of the company (Minutes of B. of D. 21.7.2008). This restatement concerns correction of errors deriving from the consolidating financial statements of the subsidiary "TERNA ENERGIAKI S.A." for the years 2005 and 2006, which arose during the audit process for its listing on the Athens Stock Exchange. The impact of the relevant corrections and restatements on the items of the balance sheet and the income statement for the years 2005 and 2006 is referred to in detail in note 4 in the Notes to the financial statements at 31.12.2006 to which we refer to. The above corrections and restatements have been approved by the Ordinary General Meeting of the company at 25.6.2008 with the approval of the annual financial statements at 31 December 2007 to which financial statements have also referred to in detail.

b) The Notes 6 and 21 in the Notes on the consolidated financial statements, where reference is made to the fact that the tax returns of the parent company for the year 2006, and those of the consolidated subsidiaries and Joint ventures referred to in the above note, have not been examined by the tax authorities as yet and, as a consequence, the possibility exists of additional taxes and penalties being assessed at the time when the returns will be examined and will be accepted as final. The outcome of these tax inspections cannot be predicted at present and, therefore, no provision has been made in these financial statements in this respect.

c) The Note 11 in the Notes on the financial statements, where reference is made to the fact that in the trade receivables are included and receivables overdue totalling approximately € 20.000 thousands that concern proportion of respective receivables of two Joint Ventures in which participates a subsidiary company of the Group with object the execution of a technical project. In respect of these receivables that concern the additional over contractual object of the project, no provision has been made because Management deems that, at the suggestion of the Committee for temporary delivery, for the estimation of the total executed projects as of 21.12.2006 and the opinion of all the persons in charge of the project, the Joint Ventures will arrive at an amicable arrangement with the project leader and the above-mentioned receivables will be collected to their total.

Report on Other Legal and Regulatory Requirements

The content of the Report of the Board of Directors is consistent with the aforementioned financial statements.

Athens, 22 July 2008

GEORGIOS E. LAGAS Certified Public Accountant Auditor Institute of CPA Reg. No. 13711 SOL S.A. – Certified Public Accountants Auditors 3, Fok. Negri Street - Athens, Greece