Copyright φωτογραφιών: Nexans Hellas i.s.a., REPORT 2011 (eng).pdf · namic culture that...

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Transcript of Copyright φωτογραφιών: Nexans Hellas i.s.a., REPORT 2011 (eng).pdf · namic culture that...

Page 1: Copyright φωτογραφιών: Nexans Hellas i.s.a., REPORT 2011 (eng).pdf · namic culture that encour-ages proactivity, flexibility and innovation in the achievement of our strate-gic
Page 2: Copyright φωτογραφιών: Nexans Hellas i.s.a., REPORT 2011 (eng).pdf · namic culture that encour-ages proactivity, flexibility and innovation in the achievement of our strate-gic

Copyright φωτογραφιών: Nexans, © Doganis Sipa, © M. Cristofani – Sipa Press, Raf Beckers.

Board of Directors - Auditors 1

Chairman’s Message 5

Shared values 6

Financial Data 8

Invitation to the Shareholders 9

Report of the Board of Directors 11

Declaration on Corporate Governance 19

Financial Statements 2011 24

Auditor´s Report 27

Notes to the Financial Statements 2011 28

Global expert in cables and cabling systems

NNexans Hellas i.s.a., Registered Office Athens: 15, Messoghion AvenueRegistration No 2176/06/B/86/06, VAT No El. 094039860Lamia Plant: Aghia Marina, 353 00 Stylis, Fthiotis • Tel.: +30 211 120 7880Fax: +30 211 120 7899Commercial Department: 21, Bichaki Street, 182 33 Aghios Ioannis Rentis, Attica Tel.: +30 211 120 7710 • Fax: +30 211 120 7799

www.nexans.gre-mail: [email protected]

Nexans Hellas i.s.a.,

Designed by: GOSPELCREATIVE

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Board of DirectorsGiuseppe BORRELLI Chairman

Demetrios KALOGERAS Vice Chairman & Managing Director

Jean-Michel TROUVÉ Non Executive Director

George CHRYSSOMALLIS Non ExecutiveDemetrios POLITIS Independent Directors

AuditorsKonstantinos MICHALATOS Statutory AuditorPwC SA Independent Auditors

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Collaboratingin the name ofperformance"The world is constantly evolving, as are technologies and people. To prepare for the future, we need to work with solid,pioneering partners. Nexans is precisely of that breed.”

Maribel FloresProcurement Manager

for Ministro Hales Mine, CodelcoHatch ingeniería, Chile

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The deterioration of the country’s state finances in 2011 led to restrictive measures, resulting to direct reduction ofavailable income and further recession of the domestic construction activity. Abroad, the sudden outbreak of polit-ical agitation in our traditional markets of North Africa and Middle East was an additional factor for the reductionof export activity.

In this environment, the deterioration of the company’s activity and its financial performance for 2011 was inevitable. However it is positive that the cash liquidity was not significantly harmed.

Current year 2012 appears less pessimistic as the company has been awarded significant projects in the domes-tic and export markets and its objective is the reinforcement of its market position, by means of the continuous improvement of services provided to the customers. The new organizational structure of Nexans Group in “MarketLines” facilitates particularly the further growth of sales within Europe.

An important factor for achieving our objectives is the performance of the company’s factory in Fthiotis where be-yond the continuous modernization of productive equipment, investments are made to guarantee the operationwith highest standards regarding health and safety at work and protection of environment.

The continuous support of Nexans Group, the know-how transfer and the introduction of an industrial excellencesystem allows the company to apply more efficient manufacturing processes with lower material and energy consumption, succeeding thus to improve the competitiveness and at the same time secure efficient environmentalprotection.

But our success is mainly due to the human factor and our company’s and the Group’s basic care is the continu-ous training of our personnel and the adoption of “Nexans Values” targeting to our employees’ commitment forresponsible behavior to the benefit of our customers, our shareholders, our business partners and in general to thebenefit of the society in which we operate.

Giuseppe BorrelliChairman of the Board of Directors

Chairman’s Message

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Shared values

Think customer

We put our customers atthe center of our focus, listening relentlessly tothem, seeking to understand them fully, anticipating their changing needs and executing flawlessly to deliver superior products,services and value.

Value people

We recognize people asthe source of our success.We are reliable, open,honest, trustworthy and re-spectful of our colleaguesand their diversity. Wecommit to Nexans’ values. We expect fairtreatment, progressionand opportunities to de-velop our competencies.

Commit to Excellence

We achieve excellence inour products, processesand services throughshared knowledge, per-sonal development, con-tinuous improvement,safety and best-in-class execution.

Take Action

We build together a dy-namic culture that encour-ages proactivity, flexibilityand innovation in theachievement of our strate-gic objectives. We antici-pate and drive change.

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Be responsible

We demonstrate integrityby taking ownership forwhat is expected of us andfull responsibility for our ac-tions. We conduct businessin a safe and ethical man-ner, respecting the environ-ment and supporting thecommunities in which weoperate.

Work Globally

We recognize the primacyof the group. We work to-gether transversally, collab-orating within and acrossorganizational borders. Weencourage openness, trans-parency, and the sharing ofinformation and knowledge.

We are reliable, open, honest,trustworthy and respectful of ourcolleagues and their diversity.

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Financial DataSales / Results(EUR Million)

2011 2010

Sales 71.0 91.7Profit / (Loss) from Operations (2.6) 2.8Net Income / (Loss) before tax (3.4) 2.4

% sales (4.9%) 2.7%Net Income / (Loss) after tax (3.0) 1.7

% sales (4.4%) 1.9%

Sales / Results(EUR Million)

09

35.6

65.1

26.6

2.4

53.6

17.4

-3.4

32.4

09 09 10 10 10 11 11 11

68

91.7

71

Result before taxes

domestic sales

exports

-1.9

Company Balance Sheet(EUR Million)

2011 2010AssetsFixed Assets (Gross) 45.9 45.1Depreciation (27.5) (26.0)Fixed Assets (Net) 18.4 19.1 Current Assets 43.2 49.5Total Assets 61.6 68.6 LiabilitiesShare Capital 7.7 7.7 Reserves 16.6 16.5 Retained earnings 2.6 6.3Total Equity 26.9 30.5 Provisions 3.0 3.0 Current Liabilities 31.7 35.1Total Equity & Liabilities 61.6 68.6

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Invitation to the Ordinary General Assemblyof the shareholders of NEXANS HELLAS I.S.A. Registration No. 2176/06/B/86/06

Following the Board ofDirectors decision of 25April 2012 and in accor-dance with the com-pany’s Articles ofAssociation and the Codi-fied Law 2190/1920 ascurrently in force, theshareholders of «NEXANS HELLAS Indus-trial Société Anonyme»are invited to the Ordi-nary General Assemblywhich will take place onThursday, 7 June 2012,at 4.00 p.m. at the Hotel«Civitel Olympic», inMaroussi, Attica, KifissiasAve. 2Α & Pantanassis,for discussing and takingdecision on the followingitems:

Agenda of the meeting

1. Submission and hearing of the re-ports of the Board of Directors andof the Αuditor concerning the An-nual Financial Report of the period01.01.2011 to 31.12.2011.

2. Approval of the Annual FinancialReport of the period 01.01.2011to 31.12.2011 and of the Αudi-tor’s report.

3. Release of the members of theBoard of Directors and of the Αu-ditor from any liability for compen-sation in connection with the

Annual Financial Report and theadministration and management ingeneral of the period01.01.2011 to 31.12.2011.

4. Election of Auditors (regular/alter-nate) for the period 01.01.2012to 31.12.2012 and fixing of their fee.

5. Approval of the remuneration and expenses paid to the members ofthe Board of Directors and fixingof the relevant future remunerationand expenses.

As provided for by the Codified Law2190/1920 as this has been modi-fied by L. 3884/2010 and is cur-rently in force, the Board of Directorsinforms the Company shareholders ofthe following:

A. Participation and voting right in thegeneral meeting

Any person appearing as companyshareholder in the records of the De-materialized Securities System (DSS)managed by "Hellenic ExchangesS.A.” (HELEX) on 2 June 2012(Record Date), namely at the begin-ning of the 5th day prior to the dateof the General Meeting, shall be enti-tled to take part and vote in the Gen-eral Meeting to be held on 7 June2012. The shareholder’s capacity assuch on the specific Record Date willbe proven by furnishing the relevantwritten attestation of the above body(HELEX) or, alternatively, through theCompany’s direct online connectionto the latter’s records. In order that theshareholders are entitled to take partand vote in the General Meeting, the

relevant written attestation of HELEX orthe electronic certification regardingsuch shareholder’s capacity should ar-rive at the Company no later than the4th of June 2012, namely until thethird day before the General Meet-ing. Those shareholders who arelegal entities should submit the rele-vant identification documents as pro-vided for in the Law, within the samedeadline. Only those persons havingthe capacity of shareholder on the rel-evant Record Date are entitled to par-ticipate and vote in the GeneralMeeting. If such shareholder has notcomplied with the provisions of Article28a of C.L. 2190/20, (s)he will par-ticipate in the General Meeting onlyfollowing the latter’s permission. Toexercise the relevant rights does notpresuppose that the beneficiary’sshares are blocked or that any othersimilar procedure applies, which re-stricts the capacity to sell and transferthem during the period from theRecord Date to the General Meeting.Each share entitles to one vote.

B. Procedure for the ex-ercise of voting rightsvia representatives

Shareholders participate in the Gen-eral Meeting and vote either in per-son or via representatives. Eachshareholder may appoint up to three(3) representatives and legal entities –shareholders may appoint up to three(3) natural persons as their representa-tives. If a shareholder has companyshares listed in more than one securi-ties account, such shareholder mayappoint different representatives forthe shares listed in each securities ac-

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count. Any representative acting onbehalf of more than one shareholdersmay cast a different vote for eachshareholder. The company’s articlesof association do not provide for thecapacity of shareholders to partici-pate in the General Meeting via elec-tronic means without being physicallypresent at the place it is held or anyoption of remote voting through elec-tronic means or correspondence orany option to appoint and revoke rep-resentatives through electronic means.Authorization forms for the appoint-ment of representatives and for revo-cation of the authorization will bemade available to shareholders: a) inprinted format at the company's of-fices (15, Messoghion Avenue, 3rdfloor, 115 26, Athens, tel.: +30 211 120 7770 & fax: +30 211 120 7739) and b) inelectronic format on the company’swebsite (www.nexans.gr). After beingfilled out and signed, the above formsshould be deposited at the aforemen-tioned address (point a) or faxed at+30 211 120 7739 no later than 4June 2012, i.e. three (3) days prior tothe date of the General Meeting.Beneficiaries should take steps to con-firm that the forms of authorizationand revocation of authorization havebeen successfully sent and receivedby the company by calling the abovenumber +30 211 120 7770. Therepresentative shall be obliged to no-tify to the company prior to the begin-ning of the General Meeting everyspecific incident that may be usefulfor the shareholders to evaluate therisk of having the representative serveother interests than those of the repre-sented shareholder. A conflict of inter-ests may arise especially when therepresentative: a) is a shareholder ex-ercising control over the company oris another legal person or entity con-trolled by such shareholder; b) is amember on the Board of Directors orgenerally Company Management ora shareholder exercising control overthe company or other legal person orentity controlled by a shareholder ex-ercising control over the company; c)

is an employee or chartered auditorof the company or of a shareholderexercising control over the companyor other legal person or entity con-trolled by a shareholder exercisingcontrol over the company; d) isspouse or first-degree kin with any ofthe natural persons set out in cases a-c.

C. Minority interests ofshareholders

(1) Shareholders representing 1/20of the company’s paid-up share capi-tal may request: a) to have otheritems added to the agenda of theGeneral Meeting by way of applica-tion that must be received by theBoard at least fifteen (15) days priorto the General Meeting and shouldbe accompanied by the relevant justi-fication or a draft decision to be ap-proved by the General Meeting; b)to provide shareholders at least six (6)days before the General Meetingwith draft decisions regarding itemsincluded in the initial or any revisedagenda by way of application thatmust be received by the Board atleast seven (7) days before the Gen-eral Meeting. (2) On the request of shareholdersrepresenting 1/20 of the paid-upshare capital, the Board of Directorsshall be obliged to inform the Gen-eral Meeting - if it is ordinary - aboutthe amounts paid over the last twoyears to each member of the BoD orCompany Managers and all benefitsgiven to those persons on any groundor under any contract between themand the Company. (3) Shareholders representing 1/5 ofthe company’s paid-up share capitalmay request, by way of applicationsubmitted to the company at least five(5) full days before the General Meet-ing, that the Board provides the Gen-eral Meeting with information on thecompany’s affairs and financial standing.(4) Any shareholder may request, byway of application submitted to thecompany at least five (5) full days be-

fore the General Meeting, that theBoard provides the General Meetingwith specific information on corporateaffairs to the extent this is useful forthe actual assessment of the items onthe agenda.

In all the above cases, the applicantshareholders shall prove that they areshareholders and the number ofshares they hold when exercising theirright. The attestation furnished fromHELEX or the certification of share-holder’s capacity through the Com-pany’s direct online connection to therecords of HELEX shall be such proof.

D. Available documentsand information

This notice, the documents that will besubmitted to the General Meeting,draft decisions on the items on theagenda, the forms regarding votingvia representatives and their revoca-tion as well as all other informationset out in Article 27(3) of C.L.2190/20 will be available on thecompany’s website (www.nexans.gr).In addition, all the above documentswill be available in printed format atthe company’s principal establishment(15, Messoghion Avenue, 3rd floor,115 26, Athens, tel.: +30 211 120 7770 & fax: +30 211 120 7739) whereshareholders can obtain copies.

Athens, 25 April 2012THE BOARD OF DIRECTORS

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The unprecedented and extendedrecession of domestic activity in theconstruction sector in combinationwith the outbreak of political agita-tions in the traditional company’smarkets abroad, had as result thereduction of sales volume.At current metal prices, the sales of

the year amounted to euro 71 mil-lion thus being decreased by22.7% compared with last year,while if we consider sales at stan-dard metal prices, the decrease insales volume reached 21.7% com-pared with last year. In order topresent the actual development of

sales in this report, especially du-ring periods marked by strong vola-tility in metal prices, the Companyneutralizes the effect of fluctuationson the metal purchase price on thelevel of sales by using a fixed pricefor basic metals, i.e. copper andaluminium.

Business activity during 2011 Our company’s business activity during 2011 was signigicantly decreased com-pared to 2010.

Turnover at standard metal prices(amounts in thousand Euros)

2011 2010 Change%Domestic 53,604 65,091 -17.6%Foreign 17,407 26,656 -34.7%Total 71,011 91,747 -22.6%

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During year 2011, the Company de-livered a number of orders, the mostimportant of which were the following: • Domestic General Market –installa-

tion cables and optical fiber cables.

• To D.E.I. (Public Power Corpora-tion) - energy cables of low andmedium voltage.

• To O.T.E. (Greek Telecom) - tele-com copper cables, fibre-optic cables.

• Foreign markets: European Unionand Middle East.

General domestic sales except theones to Public Utilities, reducedmainly because the lack of inve-stments in the private constructionssector as well as the establishmentfrom the Company of strict criteria re-garding the evaluation and selection

of clientele. This is imposed by thegeneral conditions of the marketwhich requires a tight credit manage-ment to secure the income from sales.The reduction was partly compensa-ted by the successful participation ofour Company to the growth in theconstruction of infrastructure for wind-mill energy and photovoltaic parks.Company’s sales in DEH slightly de-creased in respect to the previousyear, while sales to OTE were consi-derably lower than 2010.Exports reduced mainly due to theunexpected political agitation thatburst out in North Africa, destinationwhere our Company’s efforts were focused last yearThe prices of raw materials andmainly of basic metals --copper andaluminium-- during the year registereda steady trend.

However, the invariable policy ap-plied by the Company to cover therisks arising from the fluctuations ofmetal price, i.e. copper and alumi-nium, by directly linking the purchaseprices of these metals with the sellingprices to customers ensured to a largeextent both the smooth developmentof the Company's sales and the main-tenance of profit margins at the intended level.During 2011, the facilities of ourplant at Aghia Marina (Fthiotis), per-formed satisfactory. The three bran-ches and distribution centers of thecompany in Attica (Agios Ioannis Ren-tis), in Thessaloniki (Kalochori), aswell as at Crete (Iraklio) reachedagain a high level of OTIF (Order onTime in Full).

Operations

The sales of the Company during 2011 at current metal prices amounted to euro 71 million in comparison witheuro 92 million during 2010. Loss before taxes for the financial year 2011 amounted to euro 3.5 million compa-red to profit of euro 2.4 million during 2010.Note that Nexans Group uses the index of "operating margin" in order to evaluate the business performance ofeach Company, this index being equal to net profit before interest and taxes and presented as a percentage ofsales at standard metal prices. The operating margin of the Company for 2011 was negative, amounting to euro2.6 million, this being equal to 5.8% of the turnover (at standard metal prices) versus profit euro 2.8 million for2010.

FINANCIAL FIGURES (amounts in thousand Euros) 2011 2010 Change %

Sales at current metal prices 71,011 91,747 -22.6%Sales at standard metal prices 45,955 58,571 -21.5%Net earnings before interest, taxes and depreciation -1,143 4,448Percentages of sales at standard metal prices -2.5% 7.6% -132.8%Operating margin (net earnings before interest & taxes) -2,649 2,842Percentages of sales at standard metal prices -5.8% 4.9% -18.8%(Net losses)/Net earnings before taxes -3,455 2,448Percentages of sales at current metal prices -4.9% 2.7% -82.3%Percentages of sales at standard metal prices -7.5% 4.2% -79.9%

Financial Figures

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The Company's current assets shownet reduction of euro 6,309 thousandas a result of the Company's decrea-sed volume of activity, and the mostoptimal management of receivablesand reserves at the year 2011.The decreased levels of receivables,apart of the reduced volume of activity, are also due to the reductionof duration of credit to the local suppliers.The Company’s stock increase at December 31, 2011, is due to thepreparation of a large order, whichwas dispatched the following year.The total short-term obligations weredecreased by euro 2,440 thousand. The main ratios presenting the finan-cial condition of the Company are asfollows:

Financial RatiosRATIOS 2011 2010Liquidity(Current assets/ Short-term liabilities) 1,33 1,41Capital Structure (Debt/ Equity) 1,29 1,25Inventory turnover in days (Inventory/ Sales) x 365 days 78 42Receivables turnover in days (Receivables/ Sales)x365days 135 103

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Social Responsibility – Environment – Health & SafetyOne of the main duties of all units be-longing to Nexans Group is to deve-lop a high sense of responsibility tothe society of which they are part.Professional conduct, integrity and im-partiality are those elements thatallow us to gain the trust of our custo-mers, shareholders, employees, colla-borators and, generally, the society.The Nexans Group has already joi-ned and signed the United NationsGlobal Compact (www.unglobalcom-pact.org), which is a set of rules thatcompanies join voluntarily. It consistsof four sections (Human Rights, LabourStandards, Environment and Anti-cor-ruption) and includes ten Principles. In 2011 the Group signed an agree-ment for sponsoring the ElectriciansWithout Borders, a union which actsfor the improvement of living condi-tions of populations who live in condi-tions of poverty and isolation orsuffered destructions, providing forthem access in electricity. In the frameof this agreement, the Group will pro-vide the half of the union’s require-ments in cables for three years,representing investment of euro300,000. The first projects that willbenefit from the support of Nexansare in the Haiti, Madagascar andLaos.In many countries Nexans units pro-ceed in donations of materials, bene-fit of courses, placements in workingplaces, offer of sponsorings and scho-larships as part of their support for theeducational institutions. Help is provi-ded to young people in order to im-prove their education, to chase theirobjectives, to decide themselves fortheir future and to be introduced inthe world of labour.In addition, the Group has issued theCode of Ethics and Business Conductwhich imposes the business conduct

adopting the highest standards ofCorporate Social Responsibility. AllGroup companies and, naturally, Nexans Hellas adhered to the Code.During 2011, the performance ofNexans Hellas in the various sectionsof the Code was satisfactory and isconcisely as follows:

Human Rights: The company does not allow anytype of discrimination relating to na-tionality, race, sex, religion, age, se-xual orientation, marital status,disability, political or philosophicalbeliefs and trade unionism.

Labour Standards: The first priority of Nexans Hellas is toensure a working environment mee-ting the highest specifications ofHealth and Safety. The plant em-ployes a Safety Engineer and a La-bour Physician while the “LabourHealth and Safety Committee” consi-sting of employee representatives per-forms its duties regularly. Thecompany implemented significant in-vestments having as target the impro-vement of safety and hygiene in thework place, while the all workershave participated in educational pro-grams for hygiene and safety matters.The company disapproves all forms offorced or child labour and requiresfrom its suppliers and subcontractorsto behave accordingly.The company organizes continuouslytraining courses intended for its em-ployees in the context of the Conti-nuous Improvement Programme, whileemployees are evaluated and promo-ted on the basis of their merits, solelyand exclusively according to their abi-lities and performance.The Management of the Companymakes efforts to maintain good rela-

The company disap-proves all forms offorced or childlabour and requires fromits suppliers and subcon-tractors to behave accordingly.

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tions with the plant's trade union, towhich half the company's personnel isaffiliated, and applies the collectiveagreements and arbitration decisions,concerning the terms of compensationand employment of the personnel, inan accurate way.

Environment:Since several years the company,being fully aware of its responsibilityfor environmental protection and su-stainable development, has develo-ped and consistently applies anenvironmental management systemthat is controlled by the central servi-ces of Nexans Group in cooperationwith external specialized advisors, forwhich the company has been awar-ded the EHP (Environment Highly Pro-tected) label. In the context of thissystem, Nexans Hellas takes all ne-cessary measures and makes ade-quate investments to ensure the qualityand safety of its manufactured pro-ducts and the production processesapplied not to entail any pollution riskagainst the environment. The com-pany takes all expedient steps to re-duce the consumption of rawmaterials and energy while all mate-rial and packaging waste that arisesfrom production processes is delive-red to specialized companies and isforwarded to recycling. For this pur-pose, the company has entered intoan agreement with the Hellenic Reco-very Recycling Corporation(He.R.R.Co) and has also joined theimplementation of EU REACH Regula-tion which concerns protection fromchemical toxic substances and EURoHS Directive which refers to thecontent of heavy metals in the compa-ny's products. In addition, the com-pany is a founding member of theBoard for Sustainable Development

falling under the Hellenic Federationof Enterprises (SEV).

Program of IndustrialExcellency: The company participates in the pro-gram for the industrial prize, NexansExcellence Way (NEW), which is ap-plied to 64 factories of the Group.The scope of this program is the im-provement of industrial operations, insuch a way to render the companymore competitive, more flexible andmore responsive to the customers. Theprogram Nexans Excellence Way, isbased on autonomous teams createdin the factories, use the methodologyof 5S and apply models, so the facto-ries are cleaner, well settled andmore secure. By this program, the sa-fety in the factory is noticeably impro-ved, the reserves decrease and theconsumption of materials is improved.As a recognition of the good perfor-mance of Lamia plant, the chairmanof Nexans Group Frédéric Vincentawarded Lamia plant as “The plant ofthe year 2010” for the whole Group,during a special ceremony lastMarch.

Other measures: Nexans Hellas adopts and is commit-ted to rules of ethics and businessconduct so as to promote free compe-tition and not be involved in any situa-tion of unfair competition or abuse ofcompetition. The company takes allsteps to avoid money laundering andtakes active part in the fight againstcorruption in all sectors of economicand social activity. Thus, employeesare prohibited from receiving and of-fering gifts, gratuities and any type ofservice related to the company's financial dealings.

The company treats all parties withwhom it holds transactions, such ascustomers, suppliers, agents andother associates with respect, inte-grity, transparency and confidentia-lity. The company managesresponsibly all personal data entru-sted to it, its employees and associa-tes in compliance with applicablelaws.Finally, Nexans Hellas guaranteesequal treatment for all its sharehol-ders, fairness and accuracy of the pu-blished financial and businessinformation and explicitly prohibits theuse of inside information by any partywhatsoever.

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Year 2011 is the continuation of thealready hard situation of the Greekeconomy, the procrastination, thedelay in the application of pre-deci-ded measures but also the lack effecti-veness of existing measures resulted afurther deterioration of all macroeco-nomic indicators of the country andthe shrinkage of investments that slo-wed down further the economic growth.In the above frame, Nexans Greecedespite the extended fall of demandin the General Local Market, accom-plished to maintain a satisfactory levelof sales in the Greek Market, substitu-ting part of these from the satisfactorygrowth in the manufacture of infra-structures for aeolian energy and pho-tovoltaic parks.In addition, the sales to the State andthe Public Power Corporation oscilla-ted in satisfactory levels.The exports of company also weremaintained in satisfactory levelsmainly to countries of Europe andMiddle East. The important extensionof sales to the African markets at thesecond semester of 2010, were tem-porary interrupted because of the agi-tations and the instability that

prevailed in the region. Nexans Hellas for year 2012 has un-dertaken and executed contracts forthe supply of medium voltage cablesfor the Greek Public Power Corpora-tion (DEI), at the same volume as pre-vious year. The GreekTelecommunications Organization(OTE) awarded to our unit orders forthe supply of fiber optic cablesmainly.Nexans Hellas, as member of themultinational Group Nexans, and fol-lowing the new organizational struc-ture of the Group in market lines,aims in further growth of sales at Euro-pean markets. In parallel, at the endof 2011, an important contract withthe Electricity Authority of Cyprus, forthe supply of energy cables, becameoperative with duration until the firstquarter 2013.In the export areas outside Europe,following the political stability thatgradually befalls in North Africa, thecompany has started the implementa-tion of important contracts of sales forthe supply of cables. At the same timeorders to South Africa were confirmed.

Nexans Hellas has been successful inachieving results because of the suffi-ciently modernised factory in AghiaMarina (Lamia) Fthiotida, the fully or-ganized Commercial, Financial andTechnical services and the continuousrenewal of the executive workforce.The company has developed and ab-sorbed the know-how offered by theservices of Nexans Group which isalready successfully implemented inthe Lamia plant. This know-how con-cerns new more efficient methods ofproduction, the reduction of energyand material consumptions and the in-troduction of organizational methodsallowing more efficient utilization ofhuman resources. Important improve-ment of provided services to our cu-stomers constitute the promotion ofnew special types of cables, as thecables with resistance in special con-ditions of (fire, high temperature) aswell as fiber optic micro-cables. Addi-tionally, important investments of ad-vanced technology are taking placetargeting to the protection of environ-ment and the reinforcement of safetyand hygiene in the working places ofthe factory.

Orders

Orders backlog as at the end of2011 amounted to euro 39.5million. It is stressed that this bac-klog amount does not take intoaccount the sales which aremade over the counter.

Investments

The value of the Company’s investments in fixed assets during 2011amounted to euro 780 thousand compared to euro 1.7 million for2010. As a matter of comparison, the depreciation amounted toeuro 1.5 million.Our investments are mainly directed to new products in order to satisfy market and customers requirements, while some investmentswere intended for upgrade and/or replacement of existing produc-tion lines. A significant part of our investments is related to the envi-ronmental protection, material recycling and reduction of energyconsumption.

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Our Company participates constantlyin the Group Research & Develop-ment programs. Research & Develop-ment are related to the promotion ofnew products and to the improvementof existing products in terms of bothquality and technical capabilities.R&D concern also new techniquesand production methods to increaseproductivity and introduce the use ofnew environment friendly materials.

In addition, the Group has elabora-ted major cutting-edge programs thatconcern investments in environmentalprotection and improvement of healthand safety at plants. Nexans Hellastakes part in these programmes andmakes full use of the know-how provided.

The contribution for the participationof Nexans Hellas in this global Rese-arch & Development activity for theyear 2011 amounted to approxima-tely euro 939 thousand.

There are 4 Nexans Research Cen-ters entrusted with carrying out up-stream research activities, in

conjunction with external partnerssuch as universities and external rese-arch centers and organizations. Theywork for all of Nexans' business unitsand are therefore fully financed bythe Group. These Centers are basedin France – at Lyon and Lens, in Nu-remberg in Germany and in JincheonCounty in South Korea.

Furthermore, our above contribution tothis international program also coversthe marketing and sales network esta-blished in certain countries, whichleads to a better co-ordination ofGroup companies in these marketsand will reinforce our sales.

Personnel

The total workforce as at Decem-ber 31, 2011 was 203 compa-red to 215 employees at the endof 2010. As a whole, there were35 departures and 23 new em-ployees were hired during the financial year.

Real Estate

The land and buildings belon-ging to the Company remainedinvariable during the year.

Post dated events

No events have occurred afterDecember 31, 2011 that couldsubstantially affect the financialstanding or the results of the com-pany for the year ended on sucha date or any events that shouldbe disclosed in the financial statements.

4Nexans Research Centers

35departures

23new employees

203employees

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Ladies and Gentlemen shareholders,

We present to you the Financial Sta-tements of Nexans Hellas S.A. for thefinancial year 2011. These FinancialStatements have been drawn up inaccordance with the International Fi-nancial Reporting Standards, as ado-pted by the European Union, pursuantto Regulation (EC) 1606/2002 ofthe European Parliament and the Co-uncil of the European Union as at 19July 2002, which was published inthe Official Journal of the EuropeanCommunities (L 243) and the Regula-tions issued by the European Commis-sion, as authorized by articles 3 and6 of the said Regulation. In drawingup the Financial Statements, all theaccrued income and expenses rela-ted to the financial year have beentaken into account.

The results of NEXANS HELLAS S.A.for the period ended on December31, 2011 are as follows:

EUR Million2011

*Sales 71.01*Loss before tax 3.46*Net Loss 3.00

Finally, we wish to express our thanksto all our personnel for their outstan-ding cooperation. We also wish tothank our shareholders and our custo-mers for their full and continued confi-dence in our company during theseparticular uncertain times.

Paris, 27 March 2012the Board of Directors

Market Value

Greek Market Value – Indicators concerning our company’s share:Number of ordinary registered shares

• as at 31st December 2011 6,132,500• as at 31st December 2010 6,132,500

Market value per share Εuro• as at 31st December 2011 2.09• as at 31st December 2010 2.46

Capitalization EUR million• as at 31st December 2011 12.82• as at 31st December 2010 15.08

Note that Nexans Hellasdoes not make any portfolioinvestments and is not en-gaged in trading on the stockmarket.

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I. Principles of Corporate Governance

With the present declaration, thecompany, in accordance with article43a §3 case d of C.L. 2190/1920announces that complies wih the Corporate Governance Code for thelisted companies of the Hellenic Fede-

ration of Enterprises (SEV) as publi-shed in January 2011 and it is avai-lable in SEV’s web pagewww.sev.org.gr. Practices of Corporate Governancewhich are forecasted by the Code of

Corporate Governance of SEV, ontop of the provisions of the Law, aswell as potential deviations from thesame code, are described herebelow and are accordingly explained.

ΙΙ. Main characteristics of internal control and risk management systems

The company has established processand policy, as described in the inter-nal regulation of company, whichaim at the application of safety val-ves, in order to ensure the correct im-pression of financial position andperformance via the annual reportand the interim financial reports, in regards to:• Identification and evaluation of the

existing risks relating to the reliabi-lity of the financial status.

• Planning and follow-up of the finan-cial values.

• The prevention and the revelationof fraud.

• Procedures of payments, collec-

tions, insurance of company’s assets etc.

• Procedures of financial closing.• Preservation of integrity and accu-

racy of the financial data suppliedby the company’s information systems.

Especially for the risk management,Nexans Group applies proceduresfor identifying and managing suchrisks (Price fluctuation risk,Credit Risk, Interest rate fluc-tuation risk, Foreign exch-ange risk, Liquidity Risk, Fairvalue, Capital risk manage-ment) in order to minimize them.Nexans Hellas follows constantly the

Group’s practice about risk manage-ment and trains continuously its execu-tives in this field. Detailed report isincluded in the main report of theBoard of Directors in the FinancialStatement of the company for the fiscal year 2011.A system of double (joint) signaturefor the legal delegation of the Com-pany has been established, to securethe safety of the efficacious internalcontrol and the prevention of potentialirregularity. This system is mentionedin the Board of Directors minutes No.724/15.09.2010 (FEK11948/14.10.2010).

ΙΙΙ. Operation and basic powers of the General Assembly and relations with theCompany’s shareholders

Α. Operation and basic powers of the General Assembly

The operation of the shareholders’General Assembly, its related po-wers, the shareholders rights and theway they practice it, are described indetail in the articles 21 to 31 (inclu-sive) of the company’s articles of as-sociation, as shown in its web pagewww.nexans.gr.

Β. Shareholders’ rights

The rights of the shareholders are alsomentioned in the article 9 of theabove articles of association andespecially the minority shareholders rights are analytically included in thearticle 33 of the above articles of association.

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ΙV. Composition and operation of the Board of Directors and other managerial,administrative or supervisory bodies or committees

Α. Composition and operationof the Board of Directors

The composition and the operationway of the company’s Board of Direc-tors are analytically included in the ar-ticles 10 to 20 of its Articles ofAssociation as well as in the internalregulation of the company, which areavailable in its web page www.nexans.gr (see Board of Direc-tors Minutes No708/07.12.2009).The Board of Directors currently ma-naging the company was elected bythe Ordinary General Assembly of sh-areholders of 25.5.2010 having twoyears term of office, i.e. until the elec-tion of a new B.o.D. from the Ordi-nary General Assembly ofshareholders to be convened withinthe 1st semester of the year 2012,and it is composed by the following5 members:1) Giuseppe Borrelli, executive member, Chairman of the BoD2) Demetrios Kalogeras, execu-tive member, Vice Chairman of theBoD, Managing Director and General Manager 3) Jean-Μichel Trouvé, non executive member of the BoD4) George Chryssomallis, independent non executive memberof the BoD and5) Demetrios Politis, independent non executive memberof the BoD

The company taking into considera-tion its own size, the prevailing localconditions and the experience of Nexans Group considers that thenumber of five members of Admini-strative Council is more suitable formore effective administration.

Β. Independence of the mem-bers of the Board of Directors

The two independent members of theBoard of Directors meet the all requi-rements of Code relating to indepen-

dence. Exceptionally a member hasserved the Administrative Board formore than 12 years, but given the in-tegrity and the professionalism of thisparticular person, the Company con-siders that not any type of depen-dence exists.

C. Meetings of the Board ofDirectors

During the period 1.1. –31.12.2011, the Board of Directorsconvened in 13 meetings, in whichall the above members of the BoDparticipated, either in person or underlegal representation.

D. Committees of the Boardof Directors

In accordance with the company’s in-ternal regulation, in the Board of Di-rectors an Audit Committee operates,composed of the non executive mem-ber of the BoD Jean-Michel Trouvéand the independent non executivemembers of the BoD, George Chrys-somallis and Demetrios Politis. During the period 01.01.-31.12.2011, the Audit Committeeconvened in ordinary meetings, inwhich the above members participa-ted and they worked on the followingsubjects: i) follow up of the processingof the financial information of the fullyear 2010 and of the 1st / 3rd trime-ster and 1st semester of 2011, ii) fol-low-up of the smooth operation of thesystems of internal audit and risk ma-nagement, as well as the follow up ofthe proper operation of company’s in-ternal auditor, Sotiris Floros, iii) follow-up of the progress of mandatorycontrol of the relevant financial state-ments by the Statutory Auditor Con-stantinos Michalatos (RN SOEL17701) and iv) review and follow-upof items relevant to the existence andretention of the objectivity and inde-pendence of the above Statutory Audi-tor and of the auditing firmPRICEWATERHOUSECOOPERS SA,

particularly in relation to other servicesprovided by them to the company.In addition, the proposal of the Com-pany’s BoD to the Oridinary GeneralAssembly for the Auditor’s and Audi-ting Firm assignment was made aftersuggestion by the Control Committee.

Ε. Evaluation and fees of themembers of the Board ofDirectors

The members of the Board of Directorsdo not receive remuneration by thecompany, with the exception of theManaging Director, who gets remune-ration for his services as General Ma-nager of the company as well andone independent non executive mem-ber of the BoD who gets remunerationfor his services as member of theBoard of Directors.The evaluation of the members of theBoard of Directors and the determina-tion of the remuneration of the Mana-ging Director is effected by therelevant competent committees of theNexans Group.Furthermore the nominations of themembers of the Board of Directors areproposed by the corresponding com-mittee of the Nexans Group, with thecapacity of the company’s majority sh-areholder, in each Ordinary GeneralAssembly of the company’s shareholders.

F. Behavior of the membersof the Administration andof the Managers of theCompany

All the company’s management mem-bers and executives must strictly adh-ere to the Nexans Code of Ethics andBusiness Conduct, as shown in itsweb page www.nexans.gr.This Code provides to the company’spersonnel, the right procedure to ex-press, with discretion, any worries foreventual irregularities relating to finan-cial informations or other subjects re-lating to the company’s operation.

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Focus on innovation

Innovating closeto customer needsExchanges and cross-fertilization

Nexans seeks to differentiate itself by providing customers with superiorvalue creation that is both recognized and appreciated. To this end, theGroup conducts innovation activities in proximity to customers and encou-rages cross-fertilization between its R&D teams throughout the world.Korea plays host to the Group’s research center devoted to rubber appli-cations for cables. The center’s innovation activities target mainly the ship-building industry, offshore applications and instrumentation. Among itsachievements is the ICEFLEX® range of cables that resist extremely coldtemperatures. The research center in Australia is sharing its expertise in ce-ramifiable sheaths. This concept inspired Nexans’ INFIT® fire-performancecables, which are now developed for use in very disparate market segments.In China, Nexans has forged research partnerships with university rese-arch units in the fields of HFFR(1) insulation and nanomaterials.

(1) Halogen-Free Fire-Retardant.

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Nexans Hellas I.S.A.Financial Statements December 31, 2011

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S.A. REGISTER No: 2176/06/B/86/06Registered offices: 15, Messoghion Avenue, 11526 Athens

DATA AND INFORMATION ON THE YEAR from 1 January to 31 December 2011(published pursuant to Article 135 of Law 2190/1920 on entities preparing individual and consolidated

annual financial statements as per IAS)(The amounts below are expressed in thousand Euros)

Hel las I .S .A .

Balance Sheet31.12.2011 31.12.2010

ASSETSSelf-used tangible assets 18,275 19,006Intangible assets 42 37Other non-current assets 72 64Stocks 16,288 14,111Receivables from customers 24,483 34,741Other current assets 2,457 659TOTAL ASSETS 61,617 68,618

LIABILITIESShare Capital 7,666 7,666Other equity items of Company’s shareholders 119,190 22,807Net worth of Company’s shareholders (c) 26,856 30,473Provisions / Other long-term liabilities 2,177 3,120Short-term liabilities 19,251 17,002Other short-term liabilities 13,333 18,023Total liabilities (d) 34,761 38,145TOTAL NET WORTH & LIABILITIES (c)+(d) 61,617 68,618

Income Statement1.01- 31.12.2011 1.01- 31.12.2010

Turnover 71,011 91,747Gross Profit / (Loss) 3,296 8,297Profit / (Loss) before tax, financial and investment results (2,649) 2,842Pre-tax Profits / (Loss) (3,455) 2,448Profit / (Loss) after taxes (Α) (3,004) 1,718Other costs after taxes (Β) 0 0Total costs after taxes (Α) + (Β) (3,004) 1,718Basic post-tax earnings per share (in €) (0.4898) 0.2801Profit / (Loss) before tax, financial, investment resultsand depreciation (1,143) 4,448

Statement of changes in equity31.12.2011 31.12.2010

Equity at the beginning of the period (01.01.2011 and 01.01.2010 respectively) 30,473 28,755 Profit / (Loss) of the period, after taxes (3,004) 1,718 Dividends payable (613) 0 EQUITY AT THE END OF PERIOD (31.12.2011 and 31.12.2010 respectively) 26,856 30,473

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Cash flow statement1.01- 31.12.2011 1.01- 31.12.2010

Operating activitiesPre-tax Profits / (Loss) (3,455) 2,448Plus / Less adjustments for:Depreciation 1,506 1,606Provisions 1,333 219Foreign exchange differences 2 (46)(Profits) / Loss from sale of fixed assets 0 (19)Results (revenues, expenses, profit and loss) of investment activity (2) (8)Interest charges and related expenses 801 424(Profits) / Loss from derivatives valuation 317 (572)Plus / Less adjustments for changes in working capital accounts or accounts relating to operating activities:Reduction / (Increase) in stocks (2,178) (7,313)Reduction / (Increase) in receivables 9,722 (10,554)Reduction / (Increase) in liabilities (save banks) (5,157) 5,030Less:Interest charges and paid-up related expenses (797) (432)Indemnities paid (654) (591)Taxes paid (350) 0Total input / (output) from operating activities (α) 1,088 (9,808)

Investment activitiesPurchase of tangible and intangible fixed assets (780) (1,696)Proceeds from sale of tangible and intangible fixed assets 0 85 Interest received 2 7Total input / (output) from investment activities (b) (778) (1,604)

Financial activitiesProceeds from loans issued / taken out 2,249 10,296 Dividends paid (613) 3Total input / (output) from financial activities (c) 1,636 10,299Net increase / (reduction) in cash on hand and cash equivalents for period (a) + (b) + (c) 1,946 (1,113)Cash foreign exchange differences (1) (36)Cash on hand and cash equivalents at the beginning of period 503 1,652Cash on hand and cash equivalents at the expiry of period 2,448 503

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Additional facts and information:1. The company has not been audited for the fiscal years 2008, 2009 and 2010 in tax terms. The company has

raised a provision equal to € 100,000 for open tax years in order to meet any eventual additional tax liabilities.

2. On 31/12/2011 the company's personnel numbered 203 persons (215 persons on 31/12/2010).

3. Cumulative income and expenses from beginning of the accounting period and balances of receivables andpayables of the company at the end of the current period, which have arisen from its transactions with affili-ated parties as per IAS 24, are as follows: (Amounts in thousands €)

i) Income: 10,504ii) Expenses: 31,414iii) Receivables from affiliated parties: 2,185iv) Payables to affiliated parties: 22,082v) Remuneration of senior executives and management memebers: 313vi) Receivables from senior executives and management members: 0vii) Payables to senior executives and management memebers: 0

4. i) The company is involved (in the capacity of both defendant and plaintiff) in various court cases and arbitra-tion proceedings in the course of its ordinary operation. The Management and the legal advisors estimate thatthe contingent liabilities from pending cases will amount to € 94,000 for which the relevant provision hasbeen raised.

ii) The provisions on 31/12/2011 are as follows: (Amounts in thousands €)

Reorganization expenses: 258Contested disputes & disputes under arbitration: 94Other provisions: 569

5. The Financial Statements of the company are consolidated by applying the full consolidation method in theconsolidated Financial Statements of Nexans S.A. Group, which holds 71.7% of the Company's Share Capi-tal, via Nexans Participations S.A. Nexans S.A. has its registered offices in Paris, France.

6. The company participates in the following joint venture: J/V Fulgor - Hellenic Cables – Nexans for PPC 2009.Participating interest of Nexans Hellas S.A. 30%. The income, expenses and other asset and liability items ofthe joint ventures relating to the company's operations are posted and reflected in the financial statements ofthe company as provided for in IAS 31 (Note 29 of the Financial Statements).

Paris, 27 March 2012The Chairman The Vice Chairman The Chief Financial

of the Board of Directors & Managing Director OfficerGIUSEPPE BORRELLI DEMETRIOS KALOGERAS ATHANASIOS GAVRIIL

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Independent Auditor’s Report

To the Shareholders of “NEXANS HELLAS S.A.”Report on the Financial StatementsWe have audited the accompa-nying financial statements of “NEXANS HELLAS SA” which com-prise the statement of financial posi-tion as of 31 December 2011 andthe statement of comprehensive in-come, statement of changes inequity and cash flow statement forthe year then ended and a sum-mary of significant accounting poli-cies and other explanatoryinformation.

Management’s Responsibilityfor the Financial StatementsManagement is responsible for thepreparation and fair presentation ofthese financial statements in accor-dance with International FinancialReporting Standards, as adoptedby the European Union, and forsuch internal control as manage-ment determines is necessary to en-able the preparation of financialstatements that are free from mate-rial misstatement, whether due tofraud or error.

Auditor’s ResponsibilityOur responsibility is to express anopinion on these financial state-ments based on our audit. We con-ducted our audit in accordancewith International Standards on Au-diting. Those standards require thatwe comply with ethical require-ments and plan and perform theaudit to obtain reasonable assu-rance about whether financial state-

ments are free from material misstatement.An audit involves performing proce-dures to obtain audit evidenceabout the amounts and disclosuresin the financial statements. The pro-cedures selected depend on the auditor's judgment, including the as-sessment of the risks of material mis-statement of the financialstatements, whether due to fraud orerror. In making those risk asses-sments, the auditor considers inter-nal control relevant to the entity'spreparation and fair presentation ofthe financial statements in order todesign audit procedures that areappropriate in the circumstances,but not for the purpose of expres-sing an opinion on the effectivenessof the entity's internal control. Anaudit also includes evaluating theappropriateness of accounting poli-cies used and the reasonablenessof accounting estimates made bymanagement, as well as evaluatingthe overall presentation of the finan-cial statements.We believe that the audit evidencewe have obtained is sufficient andappropriate to provide a basis forour audit opinion.

OpinionIn our opinion, these financial state-ments present fairly, in all materialrespects, the financial position ofthe “NEXANS HELLAS S.A.” as atDecember 31, 2011, and its finan-cial performance and cash flows forthe year then ended in accordance

with International Financial Repor-ting Standards, as adopted by theEuropean Union.

Reference on Other Legal andRegulatory Mattersα) Included in the Board of Direc-

tors’ Report is the corporate gov-ernance statement that containsthe information that is requiredby paragraph 3d of article 43aof Codified Law 2190/1920.

b) We verified the conformity andconsistency of the informationgiven in the Board of Directors’report with the accompanying fi-nancial statements in accordancewith the requirements of articles43a, 108 and 37 of CodifiedLaw 2190/1920.

Athens, 28 March 2012

The Certified AuditorKonstantinos Michalatos

SOEL Reg. No 17701PricewaterhouseCoopers SA

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Notes to the financial statementsas at December 31, 2011Activity

Nexans Hellas is in-volved in the manufactur-ing of various types ofland based power andtelecommunication cablesand submarine telecom-munication cables. In addition the companyprovides all the necessaryservices of engineeringand installation for powerand telecommunicationprojects.

Accounting PoliciesThe accounting policies adopted forthe preparation of the financial state-ments are in accordance with the In-ternational Financial and ReportingStandards, as adopted by the Euro-pean Union, pursuant to Regulation(EC) 1606/2002 of the EuropeanParliament and the Council of the European Union as at 19 July 2002,which was published in the OfficialJournal of the European Communities(L 243) and the Regulations issued bythe European Commission, as authori-zed by articles 3 and 6 of the saidRegulation.

1. Translation of foreign currency transactions

Foreign currency transactions aretranslated in Euro at the rate of exch-ange applicable on the transactiondate. At year end, foreign currencyreceivables and payables are transla-ted at the rate of Euro – Foreign Cur-rency prevailing on that date. Theresulting realized exchange differen-ces are recorded in the profit and lossaccount.

2. Fixed AssetsThe Company used the acquisitioncost of tangible assets increased bylegal adjustments until transition dateas imputed cost.

3. Accounts receivablesReceivables are shown at their net realisable value.

4. InventoriesInventories are valued at the lower ofcost or market value. Cost is compu-ted on first in - first out method (FIFO).

5. Accrued income / accruedliabilities, prepayments,deferred income

Provision has been made for relativecosts, expenses, and income for thestated period.

6. Retirements and staff leaving obligations

This is calculated on the basis of amounts accruing under legal andcontractual obligations.

7. Reserves and provisionsAll known liabilities have been provi-ded for on a prudent basis as requi-red by Greek legislation and theInternational Accounting Standards.

Global expert in cablesand cabling systems

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