2138003TO2MTRHWVP6862021-12-312138003TO2MTRHWVP6862020-12-312138003TO2MTRHWVP6862021-01-012021-12-312138003TO2MTRHWVP6862020-01-012020-12-312138003TO2MTRHWVP6862020-12-31ifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862020-12-31ifrs-full:SharePremiumMember2138003TO2MTRHWVP6862020-12-31gekterna:ReservesMember2138003TO2MTRHWVP6862020-12-31ifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862020-12-31ifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMemberifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMemberifrs-full:SharePremiumMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMembergekterna:ReservesMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMemberifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMemberifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMemberifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:PreviouslyStatedMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMemberifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMemberifrs-full:SharePremiumMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMembergekterna:ReservesMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMemberifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMemberifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMemberifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862020-01-01ifrs-full:SharePremiumMember2138003TO2MTRHWVP6862020-01-01gekterna:ReservesMember2138003TO2MTRHWVP6862020-01-01ifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862020-01-01ifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862020-01-01ifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862020-01-012138003TO2MTRHWVP6862021-12-31ifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862021-12-31ifrs-full:SharePremiumMember2138003TO2MTRHWVP6862021-12-31gekterna:ReservesMember2138003TO2MTRHWVP6862021-12-31ifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862021-12-31ifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862021-01-012021-12-31ifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862021-01-012021-12-31ifrs-full:SharePremiumMember2138003TO2MTRHWVP6862021-01-012021-12-31gekterna:ReservesMember2138003TO2MTRHWVP6862021-01-012021-12-31ifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember2138003TO2MTRHWVP6862020-01-012020-12-31ifrs-full:IssuedCapitalMember2138003TO2MTRHWVP6862020-01-012020-12-31ifrs-full:SharePremiumMember2138003TO2MTRHWVP6862020-01-012020-12-31gekterna:ReservesMember2138003TO2MTRHWVP6862020-01-012020-12-31ifrs-full:RetainedEarningsMember2138003TO2MTRHWVP6862020-01-012020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember2138003TO2MTRHWVP6862020-01-012020-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:EURiso4217:EURxbrli:shares
GEK TERNA SOCIETE ANONYME
HOLDINGS REAL ESTATE CONSTRUCTIONS
85 Mesogeion Ave., 115 26 Athens, Greece
General Commercial Registry No. 253001000
(former S.A. Reg. No. 6044/06/ Β /86/142)
ANNUAL FINANCIAL REPORT
for the period
1 January to 31 December 2021
In accordance with article 4 of L. 3556/2007 and the relevant executive Decisions
by the Board of Directors of the Hellenic Capital Market Commission
[IMAGE]
[The current page has been deliberately left blank]
3
CONTENTS
4
5
6
[The current page has been deliberately left blank]
7
I. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS
(according to article 4 par. 2 of L. 3556/2007)
We
1. George Peristeris, Chairman of the Board of Directors & Chief Executive Officer, Executive Member of the Board of Directors
2. Apostolos Tamvakakis, Vice Chairman, Independent Non‐Executive Member of the Board of Directors
3. Angelos Benopoulos, Executive Director, Executive Member of the Board of Directors
STATE THAT
To the best of our knowledge:
a. The attached separate and consolidated Financial Statements of GEK TERNA SOCIETE ANONYME HOLDINGS REAL ESTATE CONSTRUCTIONS for the period from January 1 st 2021 to December 31 st 2021, prepared in accordance with the effective accounting standards reflect in true manner the Assets and Liabilities, the Shareholders’ Equity and the Total Comprehensive Income of the Company, as well as of the companies included in the consolidation in aggregate, and
b. The Board of Directors’ Report presents in true manner the developments, the performance and the position of the Company, as well as of the companies included in the consolidation in aggregate, including the description of main risks and uncertainties they are facing.
Athens, 28th April 2022
Chairman of the BoD &
Chief Executive Officer
Georgios Peristeris
Vice Chairman of the BoD, Executive Director,
Independent Non-Executive Member Executive Member of the BoD
8
Apostolos Tamvakakis Angelos Benopoulos
[This page has been intentionally left blank]
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
9
II. ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FY 2021 ON THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Dear Shareholders,
Pursuant to the provisions of Law 4548/2018 as well as Law 3556/2007 article 4 paragraph 2c, 6, 7 & 8 of the decisions issued thereon 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission and the Company’s Articles of Association, we are hereby submitting to you the Annual Report of the Board of Directors for the closing year from 01.01. 2021 to 31.12. 2021.
This report contains financial and non‐financial information regarding GEK TERNA Group, for the financial year 2021 and describes the most significant events that took place during as well as after the reporting period of the financial statements. Moreover, the report outlines the key risks and uncertainties the Group may face in 2022 and records significant transactions between the Company and its related parties.
A. Financial Developments and Performance in FY 2021
2021 was a year of strong recovery for the country of Greece, as it achieved a GDP growth rate of 8.3% according to the first official estimate of the Hellenic Statistical Service, in relation to the year 2020, mainly as a result of the strengthening of both investments and net exports despite the continuation of the various problems, even with lower intensity, due to the COVID-19 pandemic.
According to the report of the Bank of Greece, the Greek economy was expected to grow further by 4.8% in 2022. The improvement of the business climate and the national recovery plan through income and investment support were expected to play an important role for the recovery. However, the recent events relating to the resolution of geopolitical issues, in combination with the energy crisis, have additionally affected the GDP growth forecasts. As a result, the growth of the Greek economy is estimated by the Bank of Greece to be confined to about 3.8% according to the baseline scenario for year 2022 and to 2.8% based on the unfavorable scenario.
An important component towards the growth of the economy, is the contribution of the Fund for Recovery and Resilience, which is estimated that in the coming years (until 2026) will contribute over 30.0 billion euros in total, through grants and loans on favorable terms. This in turn will further solidify the Greek economy and its competitiveness in general, as the largest percentage of funds is expected to be absorbed in the areas of green investments, digital transition, and social cohesion.
The further growth of the Greek economy is estimated to lead to the recovery of the country’s "investment grade" which will result in the inflow of new investment funds, which will work positively towards an even greater growth potential. Finally, in the context of improving the total cost of servicing the public debt, the Greek State made the early repayment of the remaining loan of the IMF amounting to 1.86 billion euros, proving the successful realization of the reform commitments.
The existing expectation over the improvement of the macroeconomic performance of Greece has been confirmed with the first issuance of the 10-year bond during the current year by the Greek Government, through which 3.0 billion euros were raised with a coupon rate of 1.75% and a yield of 1.836%, while the issue was covered by five (5) times.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
10
In 2021, according to Bank of Greece, harmonized inflation in Greece was 0.6%, mainly due to the upward trend in energy and food prices and was significantly lower than the Eurozone average.
Despite the prevailing uncertainty, the outlook for the Greek economy remains positive in the medium term, as conditions are now more favorable towards a change in the pattern of economic growth, which is expected to come to a greater extent from investment expenditures.
In this changing economic and geopolitical environment, GEK TERNA Group, which is one of the most important Greek corporate groups and holds a leading position in the fields of infrastructure, clean energy, electricity generation and concessions, implements and seamlessly expands its investment plan (mainly in the fields of Renewable Energy Sources, Concessions and Infrastructure), as its capital structure remains strong while continuing its selective presence in countries outside Greece. Furthermore, the Group has already proved during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its position in the market.
The main consolidated financial figures of 2021 based on the International Financial Reporting Standards compared to the corresponding period of 2020, are as follows:
Turnover to third parties from continuing operations amounted to 1,144.2 million euros, compared to 892.0 million euros in 2020 recording an increase of 28.3%, mainly due to a) the increase in revenues of the Renewable Energy Segment, b) the increase of revenues coming from the Concessions Segment and c) the increase of revenues coming from the production and the sales generation in the Segment of Electricity from Thermal Energy Sources.
EBITDA from continuing operations plus non-cash items (adjusted EBITDA from continuing operations) amounted to 323.5 million euro in 2021 compared to 242.0 million euro in 2020, posting an increase of 33.7% mainly for reasons related to the increase in turnover and the improvement of gross profit in specific areas of business activity.
Operating results before interest and taxes (EBIT) from continuing operations amounted to 192.5 million euro compared to 121.0 million euro in the corresponding period of 2020 and are significantly increased by the stronger EBITDA, as well as by the positive impact from the Segment of Electricity from Thermal Energy Sources.
Earnings before taxes from continuing operations amounted to 145.6 million euros compared to 53.2 million euros in the corresponding period of 2020, positively affected, mainly due to the above- mentioned factors. The results of the year have included a total profit of 61.4 million euros, which was recognized due to the acquisition of control of HERON II VIOTIA, and which relates to a non-recurring event.
Earnings after taxes from continuing operations amounted to 130.2 million euros compared to 40.0 million euros in 2020.
Losses from discontinued operations amounted to 94 million euros and relate to the results of discontinued operations of TERNA ENERGY sub-Group following the de-consolidation of three (3) Wind farms in Texas, USA, as a result of the effects of extreme weather conditions that hit country and in the particular region, in February 2021. It is noted that for the corresponding comparative period the result of discontinued operations amounted to earnings of 18.2 million euros and included the results
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
11
of the three (3) Wind farms in Texas, USA, as well as the results of Mountain Air (Wind Farm in Idaho, USA, which was sold on 15.07.2020).
Total Earnings after taxes (from continuing and discontinued operations) amounted to 36.2 million euro for the financial year 2021 compared to 58.3 million euros for 2020. For the year 2021 the total Earnings allocated to the Owners of the Parent Company amounted to 49.9 million euro compared to 12.7 million euro in 2020, while Earnings allocated to the Non-Controlling Interests amounted to minus 13.8 million euro compared to 45.6 million euro in 2020.
The Group's Net Debt (cash available less loan liabilities) on 31.12. 2021 amounted to approximately minus 1,231.7 million euro, compared to minus 1,317.3 million euro on 31.12. 2020 and is improved by 85.6 million euro.
Investment expenditures for the year 2021 amounted to 245.6 million euros compared to 134.0 million euros in the corresponding period of 2020 and almost the entire amount has been spent on the Segment of energy production.
The Total Assets of the Group on 31.12. 2021 amounted to 4,812 million euros, compared to 4,635 million euros on 31.12. 2020.
The section "B. Significant Events for the financial year 2021" presents in detail the important events of the period, as well as the basic financial performance of the operating segments.
B. Significant Events for the Financial Year 2021
During the year 2021 the following significant events occurred:
On 18.01.2021, the European Commission approved the financing, by the Greek State of the construction of the northern part of the E65 motorway, of Deferred Section B or "ATB", which includes the subdivisions M/W Trikala M/W Grevena (32,450km) and M/W Grevena M/W Egnatia "(30,610km).
On 19.01.2021, the subsidiary TERNA ENERGY SA announced the expansion of its activities in the segment of floating photovoltaic parks. In this context, the subsidiary company submitted to RAE applications for the issuance of a producer certificate for (3) three floating photovoltaic park installations in an equal number of artificial reservoirs of total capacity amounting to 265 MW. More specifically, the applications for the development of projects of this innovative clean energy production technology concern the installation of Artificial Reservoirs, 120 MW in the Kastraki Artificial Reservoir, 103 MW in the Pournari Artificial Reservoir and 42 MW in the Stratos Artificial Reservoir.
The total amount of investment for the development of the three RES facilities will exceed 170 million euros.
It is worth noting that the installation of the three floating photovoltaic parks concerns areas located outside Natura areas and provides a coverage rate not exceeding 5.5%, according to International Sustainability Practices. The new investment of the sub-Group TERNA ENERGY is added to the investment program for production and storage of clean energy that has already been announced and which concerns the development of wind parks and the implementation of energy storage projects with pumped storage in Greece. Therefore, the implementation of the
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
12
three floating photovoltaic parks will increase the existing target for total installed capacity in the next five years of 2.8 GW to levels above 3 GW.
On 25.01.2021, the joint controlled company HERON ENERGY, in collaboration with the subsidiary company TERNA ENERGY presented in the Greek market the so-called "HERON EN.A", a pioneering, innovative program through which consumers gain energy independence significantly reducing, or even zeroing, their electricity costs on an annual basis.
EN.A is a product of the strategic cooperation of two leading companies in the field of energy: HERON ENERGY, the first private company that invested in the production and supply of thermal electricity in Greece, and TERNA ENERGY, the largest investor and producer of Renewable Energy Sources (RES) in Greece and at the same time the largest Greek RES Group internationally. Through this cooperation, the energy from existing and future photovoltaic and wind parks in Greece will be committed for the customers of HERON ENERGY who will participate in the program.
On 29.01.2021, the subsidiary company TERNA ENERGY announced the commencement of PPP project’s construction "Integrated Waste Management of the Peloponnese Prefecture" by its subsidiary namely ENVIRONMENTAL PELOPONNESE . The agreement of the project "Integrated Waste Management of Peloponnese Prefecture" provides for the construction and operation of three (3) Waste Treatment Units (WWUs) and an equal number of Landfills in Arcadia, Messinia and Laconia as well as (2) Waste Transfer Stations in Corinth and Argolida. The total duration of the agreement is 28 years and includes a two-year construction period and a 26-year operating period. The amount of the investment stands at 152 million euros, of which 62.5 million euros arise from an NSRF grant. The project is expected to create 600 jobs during the construction period, 200 permanent jobs during the operating period and a large number of parallel jobs. Integrated waste management ensures compliance with existing and European legislation, strengthens environmental protection, and improves the quality of life and health conditions of citizens. The implementation of the project with the use of state-of-the-art technology solves the environmental problem of the Peloponnese Prefecture, with obvious benefits in Tourism, Education, and the new quality Agriculture, which is a strategic goal for the country.
On 11.02.2021, conditions of bad weather of unprecedented intensity and severity hit most areas of the State of Texas, affecting negatively the operations of the sub-Group TERNA ENERGY [through TERNA ENERGY USA HOLDING CORP (“TERNA USA”) and particularly the sub-Group TERNA DEN LLC (which includes the subsidiaries in the USA that own and operate the three wind farms of the Group in Texas - FLUVANNA 1, FLUVANNA 2/GOPHER CREEK and BEARKAT I of total capacity 510MW (hereinafter "the three (3) Wind Farms")] as well as a significant number of other power plants in Texas (not only renewables, but also gas, coal and nuclear power plants). In the case of the three (3) Wind Farms of the sub-Group TERNA ENERGY, the particular conditions generated an energy shortfall of approximately $ 30 million per day and ultimately amounted to $ 179.4 million. In particular, the contractual counterparties Merrill Lynch Commodities, Inc., Morgan Stanley Capital Group Inc., JPMorgan Chase Bank respectively (hereinafter referred to as "Hedge Providers"), on the basis of the existing hedging contracts effective for the three Wind Farms, issued Liquidated Damages invoices, covering the period from 13 to 19 February 2021, totally amounting to $ 179.4 million, allocated as follows: FLUVANNA 1 $ 32.7 million, FLUVANNA
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
13
2/ GOPHER CREEK $ 69,6 million and BEARKAT $ 77,1 million. These invoices were challenged in writing by sub-Group TERNA ENERGY on the basis of Force Majeure Event. Following the above, Fluvanna 1 and Fluvanna 2 / Gopher Greek Hedge Providers sent event of default notifications, and Bearkat I Hedge Provider sent a potential event of default notification.
After the thorough examination of the above actions by the Management of TERNA ENERGY, it was verified that the smallest possible impact on the financial results of the sub-Group TERNA ENERGY would result from the choice of divestment, as the loss for the sub-Group TERNA ENERGY is limited to 94 million euros. In particular, the Management of the sub-Group TERNA ENERGY, after a thorough examination of all data and conditions, decided to enter into an agreement for the sale of 100% of the shares of Class B (membership interests) of the subsidiaries that own and operate the three (3) Wind Farms in Texas towards the lending bank "CI-II FLUVANNA BK / S" ("CIP"), in exchange for the release of the loan obligations of the company TERNA DEN LLC (100% parent of these subsidiaries, which financed the construction of the Wind farms through borrowing from the CIP). In addition, this solution has resulted into the exemption of the sub- Group TERNA ENERGY from loans and equity securities assimilated to financial liabilities as of 30.06.2021 amount of 509.74 million euros ($ 605.78 million). The sub-Group TERNA ENERGY de- consolidated on 30.06.2021 its participation in the three (3) Wind Farms in the USA (Class B Interests).
On 30.09.2021, the Purchase & Sale Agreement of the Class B membership interests of the three (3) wind farms "Disposal Group of entities" was signed, as a result of the exercise of the put option which TERNA ENERGY Group had acquired through the Put & Call Option Agreement on 23.07.2021, through its subsidiaries SPONSOR BEARKAT I HOLDCO, LLC, FLUVANNA INVESTMENTS 2, LLC and FLUVANNA I INVESTOR INC. With the signing of this agreement, the process of transferring the aforementioned membership interests to CIP was completed.
The consequence of this decision was to recognize a total loss of 94 million euros in the Consolidated Financial Statements of year 2021. In the Consolidated Financial Statements of the above period, the Gain / (Losses) of the respective Wind Farms were fully consolidated up until 30.06.2021 as well as the result that stem from the disposal have been included in the account “Profit/(Losses) after taxes from discontinued operations”. Consequence of the respective event was the burden of the parent company’s shareholders with a loss from discontinued operations in the amount of 35.1 million euros, while the non-controlling interests with a loss from discontinued operations in the amount of 58.9 million euros respectively.
On 25.02.2021, the subsidiary TERNA ENERGY signed an agreement for the project “Digital Transformation, Telematics and Unified Automatic Fare Collection System for the Transport Authority of Thessaloniki”. Contractor of the project is the joint venture TERNA ENERGY (70%) INDIGITAL (15%) AMCO (15%). The total budget amounts to 30 million euros while the commencement of works is scheduled to begin by the first half of 2022. The project concerns the complete digital transformation of the Transport Authority of Thessaloniki, according to the standards of good practice of other transport operators in Europe. The agreement provides for the construction period (12 months) and the provision of maintenance and operation support services for 5 years from completion, while the Contracting Authority reserves the right to extend the maintenance and operation support period for another five (5) years.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
14
On 02.03.2021, the subsidiary TERNA ENERGY and OCEAN WINDS (a Joint Venture between EDP Renewables and ENGIE) signed a collaboration agreement to co-develop floating offshore wind projects in the Greek seas of total capacity exceeding 1.5 GW which will be developed in a decade.
OCEAN WINDS has a wide portfolio of fixed and floating offshore wind farms under development, construction, and operation in various markets throughout Europe, North America and Asia composed of 1.5 GW under construction and 4 GW under development, and 5 to 10 GW in the advanced development stages by 2025.
Following the catastrophic earthquake of 03.03.2021 that struck the municipality of Tyrnavos, which resulted in irreparable damage to the school in Damasi Tyrnavos, the subsidiary TERNA submitted an application to donate 1.2 million euros for the construction of a new school, to replace the old one. The work was completed in August 2021 and the school is already operational.
On 05.03.2021, there were signed after the approval of the Greek State, the Agreements of Operation and Maintenance (the “Agreements O&M”), between GEK TERNA (the “Operator”), which is the parent company of the Group GEK TERNA and of the Concession Companies NEA ODOS SA and CENTRAL GREECE MOTORWAY SA (the “Concessionaires”), which entered into force on 17.05.2021.
The Agreements O&M provide for the contracting assignment of the operation and maintenance of the Concession Projects, to GEK TERNA, which will undertake to provide until the end of the Concession Period, i.e., 31.12.2040, all the operation and maintenance services of the Concession Projects currently performed by the Concessionaires, in an absolute back-to-back relationship. The Operation & Maintenance Services concern the daily operation and maintenance of the Concession Projects, including the execution of all the obligations of the Concessionaires under the respective Concession Agreements concerning the operation and maintenance of the projects.
In order to enable the execution of the work of the Operator, according to the relevant term of each O&M Agreement, the Concessionaires transferred to GEK TERNA all the employees involved in the maintenance and operation of the Project, the contracts with subcontractors and suppliers, the vehicles used for the maintenance and operation of the project as well as the relevant consumables and spare parts.
These Agreements will expire at the end of the Concession Period, i.e., on 31.12.2040, in accordance with the Project Concession Contracts, without prejudice to the provisions for early termination.
According to Law 3556/2007, GEK TERNA SA informed that on 12.03.2021 it received a notification from the shareholder LATSCO HELLENIC HOLDINGS SARL, regarding the acquisition of its voting rights, on 12.03.2021 and specifically that after a share purchase transaction holds number of shares and an equal number of voting rights amounted to 7,858,571, namely percentage of 7.5985% on the total voting rights of the Company, amounting to 103,423,291.
During the time interval from 18.03.2021 until 27.09.2021 the participation percentage, directly and indirectly, of the shareholder Mr. Georgios Peristeris, after the consecutive transactions that were disclosed to the competent authorities, rose from 15.984% to 31.8016% of the Company’s
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
15
share capital. In particular Mr. Peristeris holds directly 17,566,307 shares and voting rights, namely percentage 16.9849% of the share capital and indirectly 15,323,984 shares and voting rights, namely percentage 14.8168 % of the share capital. The indirect participation concerns the acquisition of the GEK TERNA’s shares, through the controlled legal entities PERGE LTD, GARDENIA ΑΚΤΕXΕ and SNAKOS SERVICES LTD in accordance with the disclosures that have taken place toward the competent authorities and the Company from the shareholder.
On 22.03.2021 the subsidiary company TERNA SA signed Agreement with the State-owned company Railway Infrastructure of Bulgaria (NRIC) for the construction of the project “Construction of railway infrastructure and electrification works of the Petrarch - Dragoman section and study, construction and supervision by the designer of the signaling and telecommunication works of the Voluiak - Dragoman section” budget of 154.7 million euros and with construction duration 48 moths.
On 30.03.2021, the subsidiary company TERNA ENERGY signed a contract with the Center for Renewable Energy Sources and Saving (CRES) for the project “Hybrid station for the generation of electric and thermal energy from RES in the island of Ag. Efstratios.” The project includes the design, procurement, installation, and commissioning of:
- a Hybrid Station (YVS) for generating power from Renewable Energy Sources (RES) on Ag. Efstratios Island, comprising a wind turbine (A/G), a photovoltaic station (PV), storage accumulators and an Energy Management and Monitoring System.
- an integrated system of remote heating of Ag. Stratis community, including building facilities. The thermal energy that will be produced will cover the heating and hot water needs of all houses at the entire Ag. Efstratios settlement.
The two subsystems will work together, and they will function as one. The goal is the contribution of Renewable Energy Sources in the electrical system of the island to exceed 85% and at the same time to maximize the coverage of the households’ needs in heating and hot water, from Renewable Energy Sources.
The contract also stipulates that subsidiary company TERNA ENERGY will undertake the operation and maintenance of the project for twelve (12) years.
On 07.04.2021, GEK TERNA SA announced that the reassessment of its creditworthiness by the company ICAP A.E. re-rated it in rating “A”. “A” rating indicates a very low credit risk and is attributed to companies that are able to meet their obligations even under adverse economic circumstances and therefore their creditworthiness remains consistently high. Companies with “A” rating are characterized by their very significant financial figures, their upward trend, and their important position in the market.
On 19.04.2021, commenced the materialization of subsidiary’s TERNA ENERGY important donation, of 3.5 million euros, to the Armed Forces of the country, which concerns the conversion of the 115th CW airport in Souda into a "green" facility, namely into an Installation of Net Zero Carbon Emissions Airport with parallel coverage of all needs for electricity, heating, and cooling by 100% from Renewable Energy Sources (Net Zero Energy Airport).
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
16
After completing the required procedures and obtaining the necessary approvals, works began on the military airport facilities, which are expected to be completed within 15 months.
The annual benefit from the complete exemption of the Unit from the cost of electricity supply and coverage of heating needs will exceed 400 thousand euros.
It is worth noting that the military airport in Souda will be one of the first facilities in the world to receive the certification "Net Zero Energy Airport".
TERNA ENERGY will fully cover the cost of studies, design, and construction of all required construction works.
Upon completion of the project, TERNA ENERGY will undertake the training of the appropriate technical staff of the Air Force for the needs of operational function, monitoring, and maintenance of the entire system.
GEK TERNA, in accordance with Law 3556/2007, informed the Investing Public on 11.03.2021 that it had received a notification from the shareholder REGGEBORGH INVEST B.V., that it had agreed to proceed with a divestment from the Company and that they will follow the procedures for the gradual reduction of its participation percentage in GEK TERNA S.A., which on that day amounted to 28,181%. On 20.04.2021 the shareholder REGGEBORGH INVEST B.V. informed the Company that on 16.04.2021, after repeated reductions which were notified to the competent authorities, there was a change (reduction) in the voting rights of the above shareholder, which fell below the 5% limit.
On 13.05.2021, the national proposal for “White Dragon” was submitted, in the framework of the Greek call for expression of interest for Hydrogen Important Projects of Common European Interest (IPCEI) by a group of companies formed by the largest energy groups in the country.
DEPA Commercial, as project coordinator, in collaboration with ADVENT TECHNOLOGIES, DAMCO ENERGY (Copelouzos Group), PPC, HELLENIC PETROLEUM, Motor Oil, Corinth Pipeworks, and TERNA ENERGY, subsidiary company of GEK TERNA, submitted to the Greek Government and the EU their investment proposal with total amount exceeding 5 billion euros, for the development of an innovative integrated green hydrogen project in Greece which covers the entire hydrogen value chain.
The core of the project is based on the gradual replacement of the lignite power plants of West Macedonia and the transition to clean energy having as final goal the de-carbonization of the country’s energy mix. The “White Dragon” project will use large-scale renewable electricity (GW) for the production of green hydrogen by electrolysis in Western Macedonia. Hydrogen will then be stored directly (short-term hydrogen storage) and indirectly (streaming through DESFA’s natural gas pipeline) and, subsequently, through high temperature fuel cells will provide the country’s power grid with electricity as a fixed base load co-generation unit of green energy and heat. The generated heat, as a by-product of green electricity production, could initially have a complementary use to the district remote heating networks of West Macedonia, and in future in other applications that require heat and / or cooling (industries, data centers, greenhouses, etc.).
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
17
Moreover, a main goal of the “White Dragon” project is the development, by the cooperating companies, of an integrated Hydrogen Industrial Research Center within the High Technology Hydrogen Node Research & Development & Innovation that will be created in West Macedonia.
The key elements of the completed “White Dragon” project are:
Total investment cost:
5.295 billion euros
Project’s duration:
2022 - 2029 (phases R&D, FID and ΕΕΤ)
Hydrogen production:
Up to 236.000 tons/year*
CO2 Saving:
Up to 5,6 million tons / year
* Renewable hydrogen will be supplied almost entirely into the National Gas Transmission System (NSGF) and in the exclusive hydrogen backbone pipeline.
On 11.06.2021 the company GEK TERNA informs the Investor Community that for the implementation of the decision of the Extraordinary General Meeting of shareholders of GEK TERNA as of 09.12.2019, it allocated 1,876,000 treasury shares in total to sixteen (16) Executives of the Company, in exchange for exercising stock options. The shares represent a percentage of 1.8139% of the paid-up share capital, against a total price of 3,752,000.00 euros. It is reminded that, according to the terms of the stock option plan, the beneficiaries are obliged to hold the shares for two (2) years.
The exercise of the stock options took place through an over-the-counter transaction on 11.06.2021.
On 01.07.2021 the Ordinary General Meeting of the Shareholders of the Company GEK TERNA was held, which was legally attended by 141 Shareholders bearing 57,819,742 shares and voting rights, i.e., a percentage of 59.00% on the Share Capital.
On 02.07.2021 and following the decision of the Ordinary General Meeting of Shareholders of the Company for the election of a four-member Audit Committee, consisting of two (2) independent non-executive members of the Board of Directors, of one (1) Member of the Board and of a third party member, non-member of the Board of Directors, who meets the conditions of independence of article 9 of Law 4706/2020, the elected Members held a meeting and the Audit Committee was formed in a Body as follows:
1. Apostolos Tamvakakis - Chairman
2. Spyridon Kapralos - Member
3. Dimitrios Afentoulis - Member
4. Aggelos Tagmatarchis - Member
The Audit Committee will have a two-year term.
On 12.07.2021, GEK TERNA SA announced it that entered into an agreement for the acquisition of 75% and 50% of the shares of HERON II VIOTIAS S.A. and HERON ENERGY S.A. respectively. With the finalization of the agreement, which was initially under the approval of the competent authorities, the Group will own 100% of the two respective companies. The total power of the above power plants fueled by natural gas, amounts to about 600 MW.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
18
On 11.10.2021, in implementation of the above agreement of 12.07.2021, and after the approval by the pertinent authorities, the parent company of the Group acquired 75% of HERON II VIOTIA S.A. After the above acquisition, the total percentage of the Group amounted to 100% (there was an indirect participation of 25% through the 100% subsidiary TERNA SA i.e., until 10.10.2021 the Group's participation in the above company was included in the consolidated financial statements as joint venture through Equity method). More specifically, on 11.10.2021, GEK TERNA paid a total consideration of 4,830 to the companies ENGIE INTERNATIONAL HOLDING BV and QATAR PETROLEUM INTERNATIONAL GAS & POWER OPC for the acquisition of 50% and 25% respectively, of the percentage of voting rights which the latter parties held in the HERON II VIOTIA S.A.
In the context of the above acquisition, on 08.10.2021 the Company granted a long-term loan of 34.5 million euros to the company HERON II THERMOELECTRIC VIOTIA S.A., with the inflows of which the latter repaid loans that had been previously granted by the departing shareholders.
The above cash transaction of 34.5 million euros was covered by the capital proceeds of the Common Bond Loan of the Company of 500 million euros, in accordance with the uses of funds based on the provisions of section 4.1.2 of the Bond Issuance Prospectus as of 22 nd June 2020.
On 19.07.2021 and following the decision of the Ordinary General Meeting of Shareholders of the Company of July 1 st , 2021, for the election of a new Board of Directors and the appointment of independent members, in accordance with paragraphs 1 and 2 of article 9 of Law 4706/2020, and after the registration of the amendment of the Articles of Association in the General Commercial Electronic Register with Registration Number 2582898, the Board of Directors was restructured into a Body as follows:
1. Peristeris Georgios, Chairman and CEO, Executive Member
2. Tamvakakis Apostolos, Vice Chairman of the Board, Independent Non-Executive Member,
Senior Independent Director
3. Gourzis Michael, Vice Chairman of the Board, Executive Member
4. Benopoulos Angelos, Authorized Director, Executive Member
5. Lazaridou Penelope, Authorized Director, Executive Member
6. Antonakos Dimitrios, Executive Member
7. Moustakas Emmanuel, Executive Member
8. Perdikaris George, Executive Member
9. Afentoulis Dimitrios, Non-Executive Member
10. Apkarian Gagik, Independent Non-Executive Member
11. Delikoura Aikaterini, Independent, Non-Executive member
12. Kapralos Spyridon, Independent Non-Executive Member
13. Staikou Sofia, Independent Non-Executive Member
14. Skordas Athanasios, Independent Non-Executive Member
15. Lamprou Konstantinos, Executive Member
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
19
The term of the Board of Directors is set at four years and is automatically extended until the Ordinary General Meeting of Shareholders which is to be convened in 2026.
On 20.07.2021, the Athens Stock Exchange announced the establishment of the new index (ATHEX ESG Index) which will monitor the stock market performance of listed ATHEX companies adopting and promoting their practices on the environment, society, and corporate governance (ESG). In the initial composition of the index participate 35 companies, including GEK TERNA and the subsidiary company TERNA ENERGY.
On 22.07.2021 the Joint Venture TERNA KONSTANTINIDIS, into which the subsidiary company TERNA participates by 55%, signed an agreement with DESFA, for the project REVITHOUSA LNG TERMINAL, of contract amount 13.7 million euros and construction duration 18 months.
On 28.07.2021 the subsidiary company TERNA signed with the companies ARKADIKOS ILIOS ENA SPSA AND ARKADIKOS ILIOS DIO SPSA contract for the construction and set to operation 2 photovoltaic stations in the position Megales Lakkes of Megalopolis Municipality, with contract amount of 23.8 million euros and construction duration 13 months.
On 03.08.2021 the Joint Venture CENTRAL GREECE MOTORWAY E65, in which the subsidiary TERNA participates with 95% and the subsidiary TERNA ENERGY with 5%, signed the amendment of the Construction Study Contract (CSC) of the project “Study, Construction, Financing, Operation, Maintenance and Exploitation of Central Greece Motorway (E65)”, with which amendment was assigned to the said J/V the completion of the Constructions of the Deferred Section B or" ATB "and includes the subdivisions M/W Trikala - M/W Grevena (32.450km) and M/W Grevena - M/W Egnatia (30.610km) for a total price of 442.1 million euros and with an execution duration 36 months.
On 06.08.2021 the subsidiary TERNA signed a contract with the company PIRAEUS TOWER S.A. for the project "A Phase - Dismantling of an existing facade and installation of new glass curtains with blinds - Piraeus Tower", indicative contract amount of 15.4 million euros and with a construction period until 31.12.2022 at the latest.
On 24.08.2021 the subsidiary TERNA signed a contract with the Ministry of Infrastructure and Transport for the project "Rehabilitation of damage to existing roads and other infrastructure in the Region of Thessaly caused by the cyclone IANOS on September 18 & 19, 2020" with a construction contract 108.4 million euros and construction duration 18 months.
On 27.08.2021 and in the context of informing the investor community, GEK TERNA announced that the Board of Directors of HRDH, during its meeting on 26.08.2021, announced the association of persons GEK TERNA S.A. (75%) - EGIS PROJECTS S.A. (25%), as the Preferred Investor for the concession of the right to use and commercially operate the Egnatia Odos highway and its three vertical road axes, for a period of 35 years. The binding offer amounted to 1,496 million euros.
On 31.08.2021 the assignment of construction of the Combined Cycle Gas Turbine Station with fuel gas in Komotini was signed by the Groups MOTOR OIL and GEK TERNA, marking the beginning of the construction phase of the project.
KOMOTINI THERMOELECTRIC, a company in which MOTOR OIL RENEWABLE ENERGY (MORE) and GEK TERNA participate jointly, with a percentage of 50% each, assigned the construction of the
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
20
above Station to TERNA S.A., which in turn signed a supply contract with Siemens Energy for the basic equipment of the 877 MW capacity generating unit.
The total cost of construction amounts to 345 million euros and the cost of the total investment is estimated at 375 million euros. It is noted that 500 jobs will be created during the construction phase of the Station, while 100 jobs will be created during the operation period. The commercial operation of the unit is scheduled for the beginning of the year 2024.
On 07.09.2021, the Civil Aviation Service (C.A.S.) decided the approval of section B1 (according to article 3.1.29.A of the Concession Agreement) of the Renewed Updated Basic Project Development Plan "Design - Construction - Financier - Operation - Maintenance and Exploitation of the New International Airport of Crete & Design - Construction and Financing of its Road Connections" as submitted to the C.A.S. by the Independent Engineer of Hill International.
On 07.09.2021 the HELLENIC COMPETITION COMMISSION, as part of the research of Directorate- General for Competition following the decision of 08.01.2021 of the Plenary Session of the Competition Commission, due to the initiation of article 11 of Law 3959/2011 on regulatory intervention procedure in the construction segment, sent a relevant letter regarding the provision of details concerning the concession project of Egnatia Odos. On 24.09.2021 GEK TERNA replied to the Competition Commission giving its relevant answers.
On 15.09.2021 the subsidiary TERNA S.A. signed a contract with DESFA for the construction of a building where the installation of the compressor of Revythousa Station will take place, together with the installation of entire auxiliary equipment and networks, based on a contractual amount of 11.9 million euros and with the construction period set at 22 months.
On 16.09.2021 the Consortium GEK TERNA S.A. - GEK SERVICES S.A. was declared as preferred contractor in the project "Provision of Facilities Management Services of each type of Temporary Reception and Accommodation Structures for asylum seekers and migrants and related infrastructure and facilities, as well as building infrastructure of each Service under the Ministry of Immigration and Asylum", with budget of 107.5 million euros with a 4-year duration. The implementation of the relevant works started in November 2021.
On 23.09.2021, changes in Member of the Union MGE HELLINIKON B.V. - MOHEGAN GAMING ADVISORS, LLC - GEK TERNA S.A., were announced in the independent administrative authority "HELLENIC GAMING COMMISSION (HGC)", according to the provisions of article 2.2.2 of the Announcement for the International Bidding Competition for the Granting of a Casino Operating License of a wide range of activities at the Metropolitan Pole of Elliniko-Agios Kosmas (Announcement 1/2019), which are under the approval of HGC. These changes concern:
a) the acquisition of all the shares (100%) of MGE HELLINIKON B.V. by the other member of the Union, namely GEK TERNA and the appointment of new directors and
b) upon the entrance of MGGR LLC, which is a successor and replaces all obligations and rights of MOHEGAN GAMING ADVISORS LLC, as a member in the above Union, 100% owned by GEK TERNA. Following the above, the new members of the Union are MGE HELLINIKON B.V. - MGGR LLC - GEK TERNA SA and with the distinctive title ATHENS IRC. The above changes have as axis the further strengthening of the Greek partner GEK TERNA.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
21
On 23.09.2021 the sub-Group TERNA ENERGY announced that the Joint Venture of the Groups TITAN and TERNA ENERGY participates in the tenders for PPPs for Waste Treatment Units (WTU) in Attica and Central Macedonia. Specifically, on September 22, letters of interest were submitted in the first phase of the tenders for the WTUs of the Central Park of the Circular Economy of Attica, the Park of the Circular Economy of the Piraeus Regional Unit, and the Western Sector of the Region of Central Macedonia.
On 27.09.2021, the company GEK TERNA announced in accordance with the article 21 of Law 3556/2007 in combination with the article 11 of the HCMC decision 1/434/03.07.2007, that the Chairman and CEO of the Company (Obliged Person pursuant to Regulation (EU) 596/2014) Mr. Georgios Peristeris, on 24.09.2021 purchased 40,000 common registered shares with a total value of 357,837.27 euros therefore settling its percentage on that date at 31,802% .
On 22.10.2021, the HELLENIC GAMING COMMISSION (HGC or EEEP) proceeded to the amendment of the final award of the project "Granting of a Casino Operating License for a wide range of activities in the Metropolitan Area of Hellinikon - Agios Kosmas", the Association of Companies with the distinctive title ATHENS IRC, which is an evolution of the original Contractor INSPIRE ATHENS following the changes that occurred in the shareholder composition of the latter. At the same time, the HGC made some minor modifications to the draft concession contract for this project, which had already been agreed with all stakeholders in the previous period.
The relevant decisions and additional supporting documents were forwarded to the Court of Audit for the completion of the pre-contractual audit. Subsequently, the Court of Audit forwarded the Act 647/2021 to the Hellenic Gaming Commission on 21.12.2021, by which the Court of Audit ruled that: «The signing of the draft contract on the subject of the "Granting of a Casino Operating License for a wide range of activities in the Metropolitan Area of Hellinikon - Agios Kosmas" is not hindered.» The Hellenic Gaming Commission, in collaboration with the Tender Committee, is expected to carry out those formal procedures and actions to complete the conclusion of the concession agreement and its legislative ratification. Meanwhile, the members of the contractor Association of Companies MGE Hellinikon B.V. MGGR LLC - GEK TERNA S.A. with the distinctive title ATHENS IRC established on 06.04.2022 the societe anonyme with the name BUSINESS CASINO WIDE RANGE HELLINIKON S.A. with the distinctive title IRC HELLINIKON S.A. and with an initial share capital of 1.0 million euros.
On 27.10.2021 the Board of Directors of GEK TERNA decided to apply at the Meetings of the Bond Holders of the following loans, a) loan of an amount of 120,000,000 euros which was issued on 22.03.2018 and b) loan of an amount of 500,000,000 euros which was issued on 19.06.2020, for the amendment of certain terms of the above loans. The reasons for which GEK TERNA requested the amendment of certain terms of the loans, was due to the fact that the financial position of the Company was significantly different at the time of issuance of the above Common Bond Loans (CBLs) as far as the Company’s immediate growth prospects were concerned. This is due to the fact that the terms to be amended had marginal contribution to the protection of the interests of the bondholders of these loans, while significantly limiting the flexibility of utilization of capital proceeds by the Company and the effective implementation of its business plan. On 25.11.2021 the Meetings of the Bond Holders of the loans approved the amendment of the terms of the above loans.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
22
On 15.11.2021 the subsidiary company TERNA S.A. signed a contract with ATHENS MEDICAL for the construction of a new four-story building with artificial kidney unit, with a budget of 9.45 million euros and a construction period of 270 days.
On 18.11.2021, TERNA ENERGY sub-Group further strengthened its presence in the market of Renewable Energy Sources in Poland, by planning to develop four (4) new projects with a total capacity of 90 MW through the newly established company Eolos Development S.p.z.o.o. These are wind farms that are in the initial stage of licensing and which TERNA ENERGY will mature, and then construct and operate, in the framework of its strategy for continuous expansion of its business activity in the field of clean energy production.
In Poland, TERNA ENERGY already operates eight (8) wind farms with a total installed capacity of 102 MW, which indicates that with the addition of four (4) new projects with a total capacity of 90 MW, the sub-Group will almost double the installed capacity in Poland over the next years.
On 29.11.2021 the Board of Directors of GEK TERNA decided to issue a 7-year Common Bond Loan linked to a sustainability clause, up to the amount of three hundred million (300,000,000) euros, with a nominal value of each bond at 1,000 euros and through public offering to the investor community in Greece along with the listing of bonds on the category of Fixed Income Securities of the Regulated Market of the Athens Stock Exchange, Greece.
Through the bond issuance, GEK TERNA, in the following period from 01.01.2022 to 31.12.2028, in the context of the implementation of its business plan, seeks to finance the further development of the Group’s activities. In particular, the capital proceeds from the Issue (after deducting the expenses of the Bond Issue), will be mostly allocated for the financing (through share capital increases and / or borrowing) of existing and / or new infrastructure and energy projects, including projects implemented and / or undertaken through concessions and / or PPPs, and / or investments falling into the mining and / or industrial and real estate sectors, as well as for the acquisition of equity stakes in companies, as well as acquisitions and mergers active in the above markets / sectors.
On 01.12.2021, in accordance with the provisions of Law 3556/2007 and following a notification received on 01.12.2021 from EFG Trust Company Ltd, GEK TERNA announced that on 11.08.2021 "EFG Trust Company Ltd", in its capacity as trustee of the "Thalassa Trust", acquired from Ms. Anna Maria Louisa Latsi the entire number of shares held by the above person in the company under the name "Latsco Hellenic Holdings S.à.r.L.". Following the above acquisition, EFG Trust Company Ltd holds all the shares of “Latsco Hellenic Holdings S.à.r.L.” and controls the latter as a trustee of “Thalassa Trust”. It is noted that the trustee is given discretion in terms of managing the assets and income while the trust is irrevocable.
Based on the above, EFG Trust Company Ltd is the sole shareholder and controls (on behalf of "Thalassa Trust") the company “Latsco Hellenic Holdings S.à.r.L.” and indirectly holds 7,858,571 shares corresponding to 7.5985% of the shares and voting rights of the Company.
The above disclosure was submitted by EFG Trust Company Ltd, which is the sole controlling shareholder, on its behalf and on behalf of Thalassa Trust and “Latsco Hellenic Holdings S.à.r.L.” A relevant notification was also submitted by Ms. Anna Maria Louisa Latsi regarding the transfer of all the shares of “Latsco Hellenic Holdings S.à.r.L.".
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
23
On 14.12.2021, it was announced the outcome of the Public Offer for the Issuance of the Common Bond Loan amounting to 300 million euros and the listing of the Company's bonds for trading in the Fixed Income Securities Category of the Regulated Market of the Athens Stock Exchange, Greece. Specifically, a total of 300,000 common bearer bonds of the Company with a nominal value of 1,000 euros each (the "Bonds") were issued, resulting in capital proceeds of 300,000,000 euros. The final interest rate of the Bonds was set at 2.30% and provide for an incremental increase by 0.20% in case the company does not achieve the Sustainable Performance Objective. The offering price of the Bonds is 1,000 euros each, i.e. 100% of its face value.
On 15.12.2021 the trading of the 300,000 bonds of the Company in the Fixed Income Securities Category of the Organized Market of the Athens Stock Exchange commenced.
On 17.12.2021 the subsidiary company TERNA SA signed a contract with the Ministry of Immigration & Asylum for the Construction of Regional Services, structures, and separate areas on the island of Lesvos and on the island of Chios, and for the upgrade of the existing Structure at the Evros Outpost, for a total amount of 132.3 million euros and with construction term of 8 months.
On 21.12.2021, the subsidiary company TERNA S.A. signed a contract with DESFA, for the construction of a new gas compression station in Ampelia, Thessaly, Greece amounting to 54.9 million euros and with the construction period set at 26 months. The contract includes electromechanical studies and Civil Engineering projects for the construction of buildings and road infrastructure, as well as the installation of automatic measuring and monitoring systems for the safe operation of gas processing and supply to compressors and the injection of compressed gas into the national network, performance tests and preparation, initiation, and commissioning services of the Station, as well as training of DESFA personnel.
On 23.12.2021 GEK TERNA, in the context of the disclosed information on the use of the capital proceeds from the Common Bond Loan of 2020 (CBL 2020), announced that it had granted from September 29 to December 23, 2021, a long-term loan of 176.4 million euros to its subsidiary companies in order to finance investments in the construction of new energy projects. This amount was covered by the funds raised from the Common Bond Loan of the Company amounting to 500 million euros, in accordance with the projected uses of funds raised in accordance with the provisions of section 4.1.2 of the Prospectus as of 22 June 2020.
On 29.12.2021 the Association of Persons SAIPEM LTD - TERNA signed a contract with GASTRADE for an offshore floating reception unit, temporary storage and regasification (LNG FSRU - Floating Storage and Regasification Unit) and for a system of high-pressure transmission pipelines with a contractual budget for the subsidiary company TERNA SA of 13.5 million euros and with a construction period of two (2) years.
Key Financial Performance of the operating segments in 2021
The financial analysis of the operating segments mentioned below records the performance of these segments, before performing the intersegmental elimination, which are accounted for in accordance with the provisions of IFRS.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
24
Construction Operating Segment
TERNA SA, the construction arm and fully owned by 100% subsidiary of GEK TERNA, is one of the strongest Greek construction companies, specializing in complex and demanding infrastructure projects, by also being a partner that international groups select to work with, possessing at the same time experience inside and outside Greece. TERNA also generates significant synergies with the other segments of the Group, and particularly in concessions and energy.
Revenues from our construction activities remain strong, while the outstanding balance of construction backlog is maintained at high levels, amounting on 31.12.2021 to approximately 2.5 billion euros. Until the date of approval of the financial statements, new contracts amounting to 287 million euros have been signed whereas the Group expects to sign contracts for new projects that have been approved, amounting to 2.1 billion euros.
Turnover from construction activity amounted to 600.6 million euros compared to 525.9 million euros in 2020 posting an increase of 14.2%. The higher Turnover is due almost entirely to the construction activity from the development of new wind farms, as well as the construction of waste management units in Peloponnese.
EBITDA plus non-cash items (adjusted EBITDA) amounted to 52.8 million euros compared to 19.0 million euros in the corresponding period of 2020 rising by 177%, - due to the increase in revenues and the improvement of the profit margin of the ongoing projects.
Operating results before interest and taxes (EBIT) amounted to 42.4 million euros compared to 6.9 million euros in the corresponding period of 2020 and are significantly increased due to the above factors.
The Turnover of the Construction Sector to third parties derives from the activities, a) in Greece and Cyprus at a rate of 90%, b) in Balkan countries at a rate of 8% and c) in Middle East countries at a rate of 2%.
Debt amounted to 87.7 million euros compared to 116.8 million euros in 2020, while the Net Debt Position of the Construction Sector (cash available less loan liabilities) amounted to approximately 247.2 million euros compared to 158.3 million euros on 31.12.2020.
The high backlog of construction works, the experience possessed in the execution and construction of major road, building, port and large-scale energy projects, as well as the established presence of the subsidiary TERNA in the markets in which it operates, combined with the positive growth prospects of the Greek economy, support the further improvement of the financial performance and the broader course of this operating segment within the Group.
Energy Production Operating Segment
GEK TERNA Group, active in the field of energy since the mid-1990s, is one of the pioneers in the field of Renewable Energy Sources (RES) through the sub-Group TERNA ENERGY SA, as well as in production of thermal energy via the companies HERON ENERGY SA and HERON II VIOTIA SA.
a) Electricity production from Renewable Energy Sources
The shift to the Renewable Energy Sources (RES) is confirmed worldwide, with the sector being one of the top investment destinations for the coming years. In this context, TERNA ENERGY sub-Group
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
25
continues the development of selected RES projects in Greece at a high pace, in order to lay the solid foundation for the company's sustainable development which is the long-term objective of its strategic planning for the next 10 years and at the same time, by capitalizing on its experience TERNA ENERGY is intensifying its efforts in order to further expand its presence in Poland and Bulgaria.
TERNA ENERGY sub-Group possessed on 31.12.2021 in operation in Greece, Central and Eastern Europe a total installed capacity of 895.3 MW, analyzed as follows:
TOTAL
GREECE
POLAND
BULGARIA
WIND FARMS
866.4
734.4
102
30
HYDROELECTRIC
17.8
17.8
PHOTOVOLTAIC
8.5
8.5
BIOMASS
2.6
2.6
TOTAL
895.3
763.3
102
30
At the same time, TERNA ENERGY has under construction or ready for construction RES facilities with a total capacity of 406 MW in Greece.
A new generation of investments is already planned, which will follow, before the completion of the existing investment plan of 2 billion euros and the Group's goal is for the total installed capacity to approach 6.4 GW within the next 7 years.
In this context, new wind projects with a total capacity of 2,200 MW are in the phase of licensing maturity (having already secured a production license), photovoltaic parks (terrestrial and floating) with a total capacity of 1,700 MW are being developed and planned, while hybrid and storage systems (mainly pumping storage) are being promoted with a total capacity of about 3,750 MW, as well as about 200 MW of projects of other technologies (hydroelectric, biogas, biomass, etc.). At the same time, the Group has been positioned in the market offshore marine wind farms, where in a joint venture with OCEAN WINDS it plans to develop wind farms in the Greek seas.
Turnover from continuing operations of energy production from renewable sources amounted to 224.4 million euros compared to 194.0 million euros in 2020, recording an increase of 15.7%. This increase is due to the operation of 41.5 MW of new wind farms in Greece.
EBITDA from continuing operations plus non-cash items (adjusted EBITDA from continuing operations) amounted to 161.5 million euros compared to 129.4 million euros in 2020 an increase of 24.8%, mainly due to the higher Turnover.
Operating Results before interest and taxes (EBIT) from continuing operations amounted to 118.6 million euros compared to 91.4 million euros in 2020.
Losses from discontinued operations for the year 2021 amounted to 94 million euros and relate to the results of discontinued operations of the subgroup TERNA ENERGY from the de-consolidation of three (3) Wind farms in Texas, USA, as a result of the repercussions of the extreme weather conditions that took place in the region, in February 2021 (see in detail note 7.2 of the Financial Statements). It is noted that for the corresponding comparative period the result from discontinued operations amounted to earnings of 18.2 million euros and included the results of the three (3) Wind farms in Texas, USA, as well as the results of Mountain Air Wind Farm in Idaho, USA, which was sold on 15.07.2020.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
26
The investments of TERNA ENERGY sub-Group amounted to 217.1 million euros in 2021. The continuing investment activity of TERNA ENERGY sub-Group in the field of Renewable Energy Sources (RES), an area of great investment interest on global scale as it aims to reduce air pollution, creates the conditions for an even stronger revenue flow and profitability on a stable long-term basis.
b) Electric energy production from Thermal Energy Sources – Electric Energy Sales
The Group in the context of its strategic decision to expand its investments in the field of Thermal Energy Sources and the trading of electricity, within the year 2021 and especially on 11.10.2021 in implementation of the agreement dates 12.07.2021, the parent company of the Group acquired 75% of HERON II THERMOELECTRIC VIOTIA S.A. After the above acquisition, the total percentage of the Group settled at 100% (there was an indirect participation of 25% through the 100% subsidiary TERNA S.A. i.e., until 11.10.2021 the Group's participation in the above company had amounted to 25% and was consolidated as a joint venture through equity method). As a result of the above transaction, the Group acquired full control of HERON II THERMOELECTRIC VIOTIA S.A. (i.e., 100%) and from 11.10.2021 onwards the Group consolidates the above company is fully consolidated in the financial statements.
In the Sector of Production & Sale of Electricity from Thermal Energy Sources in 2021, the Group carried on with the activity of electricity production from the Thermal Power Plants with a total capacity of 588 MW, as well as with the respective trading activity.
According to the accounting standard IFRS 11 the companies HERON ENERGY S.A. and HERON II VIOTIA S.A. have been recognized as jointly control entities, a) HERON II VIOTIA S.A. for the period until 10.10.2021 and b) HERON ENERGY SA for the entire year, and therefore the consolidation of their financial accounts for the above periods was performed through Equity method.
The turnover of the electricity production & trading sector amounted to 252.6 million euros compared to 37.4 million euros in the corresponding period of 2020, recording a substantial increase y-o-y, mainly due to the full consolidation of the results after the acquisition of 75% of HERON II VIOTIA S.A. The above in turn resulted into the full consolidation of the Turnover and Other Results for the period 11.10 to 31.12.2021, versus the consolidation of those results through Equity method in the previous year. A second factor that determined the above increase related to the higher revenues from electricity trading of the other companies of the Group which are also active in the particular market segment.
EBITDA plus non-cash items (adjusted EBITDA) amounted to 33.2 million euros compared to 0.9 million euros in 2020 and was significantly increased for the aforementioned reasons.
Operating Results before interest and taxes (EBIT) from continuing operations amounted to 27.9 million euros compared to 0.8 million euros in 2020 and were significantly increased for the reasons mentioned above.
Concessions – Self or Jointly Financed Projects Segment
In the operating segment of Concessions, the Group owns 100% of the Motorway Concessions NEA ODOS SOCIETE ANONYME CONCESSION and CENTRAL GREECE MOTORWAY SOCIETE ANONYME CONCESSION, 17% of the Concession Company OLYMPIA ODOS SOCIETE ANONYME CONCESSION, as well as 32.46% of the Concession Company of Kasteli Airport INTERNATIONAL AIRPORT HERAKLION CRETE SOCIETE ANONYME CONCESSION.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
27
The Group also participates with a percentage of 70% in the Electronic Ticket Service Provider Societe Anonyme - HELLAS SMARTICKET S.A., which undertook from the Athens Urban Transport Organization SA (OASA), the Partnership Agreement for the Study, Financing, Installation, Operational Support, Maintenance and Technical Management of a Unified, Automatic Toll Collection System for the OASA Group of companies based on a PPP scheme. The term of the concession has been set at 10 years after the construction period.
The Group also participates with a percentage of 100%, via the subsidiary TERNA ENERGY in the company AEIFORIKI EPIRUS MAEES, in the operation of the Waste Management Unit of Epirus with a maximum annual capacity of 105,000tn, the operation of which started on 27.03.2019. The duration of the Concession has been set for 27 years.
The sub-group TERNA ENERGY participates with a percentage of 70% in the Joint Venture TERNA ENERGY - INDIGITAL - AMCO with which it signed a contract for the project "Digital Transformation, Telematics, and the Unified Automated Collection System for Thessaloniki (OSETH)" The total budget of the project amounts to 30 million euros plus VAT, whereas the commencement of works has been scheduled for the first half of 2022.
The sub-Group TERNA ENERGY participates with 100% in the construction of the PPP project "Integrated Waste Management of Peloponnese" via the subsidiary Environmental Peloponnese. The total duration of the contract has been set at 28 years and includes the two-year construction period and the 26-year operating period. The amount of the investment settles at 152 million euros, of which 62.5 million euros derive from an NSRF (ESPA) subsidy.
On 14.02.2022, the Transitional waste management services commenced in the Peloponnese Region which will serve Arcadia, Corinth and Argolida. The transitional waste management services will last up to 14 months, whereas the project will constitute the most modern waste management unit in the country and one of the most modern units in Europe.
It is worth noting that GEK TERNA, having participated in various tenders with the aim to undertake Concession projects, was declared the Preferred Investor in two (2) large Concession contracts, the contractual process of which is expected to be implemented within the year 2022, where new investments will be made given that the Company’s capital structure remains strong and healthy.
Finally, in the year 2021, the Group continued its activity in the area of Management and Operation of Car Parking Stations, whereas the capacity of these stations corresponding to the Group accounted for 2,171 vehicles.
The Turnover of the Concessions Operating Segment amounted to 173.0 million euros compared to 151.3 million euros in the corresponding period of 2020. This increase is mainly due to the higher traffic along the Group’s motorways in the second half of 2021 as a result of the elimination of travel restrictions which were previously in place due to COVID-19.
EBITDA plus non-cash items (adjusted EBITDA) amounted to 101.8 million euros compared to 105.5 million euros in the corresponding period of 2020 posting a drop by 3.5% . The calculation of EBITDA includes the compensations a) from non-operation of tolls and b) from prohibitions of crossings due to COVID-19 restrictions, during the year 2021. The reduction in EBITDA between 2021 and 2020 is due to the increase of the operating expenses of the motorways, mainly due to the energy crisis and the adverse weather conditions. The amounts related to the "State Compensation for loss of income", the
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
28
calculation of which is based on the relevant provisions of the concession contracts, a) due to non- operation of tolls for the first and second half of the year 2021 amount to 14.5 million euros, and b) the corresponding compensation due to the traffic restrictions during the COVID-19 pandemic for the first half of 2021 amounts to 13.9 million euros. An amount of 5.1 million euros has been already collected out of the above total, up to the approval of Financial Statements.
The calculation of the adjusted EBITDA does not include non-cash provisions for higher maintenance expenses which in 2021 amount to 24.1 million euros compared to 17.1 million euros in the corresponding period of 2020.
Operating Results before interest and taxes (EBIT) amounted to 33.6 million euros compared to 44.3 million euros in the corresponding period of 2020, posting a drop of 10.7 million euros which is due to the above-mentioned factors, as well as due to the difference of the non-cash increased maintenance provisions.
Real Estate Segment
The Group continues to maintain conservative approach towards investment activities in the domestic real estate market. Taking into consideration the current economic and financial conditions, the Group is considering the possibility of divesting some of its real estate assets. At the same time, GEK TERNA is considering alternative scenarios for the commercial use of a part of its investment portfolio and, wherever it deems appropriate, it will proceed with new acquisitions and additional investments.
The Turnover of the Real Estate operating segment amounted to 4.5 million euros compared to 4.2 million euros in the corresponding period of 2020.
EBITDA plus non-cash items (adjusted EBITDA) amounted to 0.5 million euros compared to 0.3 million euros in 2020.
Operating Results before interest and taxes (EBIT) amounted to minus 0.6 million euros compared to minus 0.9 million euros in the corresponding period of 2020.
Industry/Quarry Operating Segment
The Group, mainly via the fully owned by 100% subsidiary TERNA MAG (through the mining licenses and concessions it possesses), is active in the mining and processing of limestone and magnesium, as well as in its industrial processing for the production of caustic and refractory magnesia products of various qualities and chemical characteristics, which are being sold mainly to foreign customers.
The Turnover of the operating sector "Industry/Quarry", despite the various problems that emerged with regard to the transportation of goods abroad, amounted to 10.0 million euros in 2021 compared to 7.1 million euros in the corresponding period of 2020, recording an increase of 40.8%.
EBITDA plus non-cash items (adjusted EBITDA) amounted to minus 0.4 million euros in 2021 compared to minus 4 million euros in the corresponding period of 2020. The difference is due to the reduction of reorganization costs, as well as the recording of Other Operating Income that aren’t recorded in Turnover.
Operating Results before interest and taxes (EBIT) amounted to minus 3.7 million euros compared to minus 13.2 million euros in the corresponding period of 2020. The significant positive difference is due
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
29
to the above-mentioned improvement of EBITDA, as well as the non-existence impairments in 2021 versus the previous year.
Holding Operating Segment
EBITDA plus non-cash items (adjusted EBITDA) amounted to minus 14.0 million euros in 2021 compared to minus 8.7 million euros in the corresponding period of 2020. The change is mainly due to increased costs by 3.7 million euros from the exercise of stock options compare to the comparative period.
Operating Results before interest and taxes (EBIT) amounted in 2021 to minus 15.9 million euros compared to minus 11.7 million euros in the corresponding period of 2020, negatively affected by the above factors.
Intersegmental Transactions
During the year 2021, the Turnover of the intersegmental transactions amounted to 122.7 million euros compared to 28.2 million euros in the period of the year 2020. The significant increase in Turnover is due to the higher construction works related to investments in the energy segment.
EBITDA, plus non-cash items (adjusted EBITDA), amounted to minus 11.8 million euros in 2021, compared to minus 0.2 million euros in the corresponding period of 2020, mainly negatively affected by the increase in construction of intersegment investments, particularly in the energy sector.
EBIT reached minus 10.0 million euros in 2021. compared to 4.4 million euros in the corresponding period of 2020, negatively affected by the above-mentioned reasons.
C. Significant Events after the end of the period 01.01 – 31.12. 2021
From 01.01.2022 until the date of approval of the attached financial statements, the following significant events occurred:
On 12.01.2022 the subsidiary company TERNA signed a contract with OURANIA INVESTMENT S.A. for the project "Demolition of a Building (gas station), Metal Roofs & Demolition of Asphalt / Construction of a New Complex of Office Buildings with 2 basements at 64, October 26 Street & Frixou Street in Thessaloniki" of an indicative contractual amount of 42.6 million euros with a planned duration of up to 30.06.2023.
On 20.01.2021 the first phase of the corporate transformation was completed, i.e., the transfer to GEK TERNA KASTELI S.M.S.A. of the interests held by TERNA S.A. in the company under the name INTERNATIONAL AIRPORT HERAKLION CRETE CONCESSION S.A. and of the secondary subordinated debt bonds of the above company undertaken by TERNA S.A.
On 25.01.2022, GEK TERNA informed the investor community that its main shareholder will take the necessary actions to allocate until 24.03.2022 the required number of shares in order for the above shareholder’s participation not to exceed the limit of the first section of par. 1 of article 7 of Law 3461/2006, taking into account the securities of paragraph 3 of the same article. To date, this required number of shares has been allocated.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
30
On 26.01.2022 the subsidiary company TERNA S.A. signed the contract for the construction of the 6th Electricity Generation Unit at the Vasilikos Power Plant, with the Cyprus Electricity Authority (CEA).
The project, with a total budget of 149.8 million euros, includes the design, supply, installation, inspection and initial operation of the unit.
The unit, with a total maximum capacity of 160 MW will consist of two gas turbines, two heat recovery boilers and a steam turbine and will run on natural gas as the main fuel, while it will be able to operate on diesel as an alternative fuel.
On 31.01.2022, the amendment of the Public-Private Partnership (PPP) Agreement for the Integrated Waste Management of the Peloponnese Region was signed, between the Peloponnese Region and the company “Environmental Peloponnese”, member of TERNA ENERGY Group. The amendment makes feasible the initiation of the Transitional Management in the project units that have already been completed (Transitional Management Unit in Paleochouni Arcadia and Transfer Station in Nea Kios, Argolida). On 14.02.2022, the Transitional Waste Management in the Peloponnese Region commenced, which will serve Arcadia, Corinth and Argolida.
On 11.02.2022 PIRAEUS TOWER S.A. and TERNA S.A. signed the contract for the 2nd phase of the Construction and electromechanical works for the completion of communal installations, basements, roofs and premises of Piraeus Tower.
This agreement is an extension of the existing contract from 06.08.2021 (A’ Phase) with TERNA S.A. with budget of 15.4 million euros and provides for an additional construction project with a respective budget of 26.1 million euros and delivery on 30.06.2023. The total budget of the project (A’ & B’ Phase) amounts to 41.6 million euros.
On 14.02.2022, in implementation of the agreement from 12.07.2021 for the acquisition of 75% and 50% of the shares of the companies HERON II VIOTIA S.A. and HERON ENERGY S.A., GEK TERNA acquired the additional 50% of the shares of HERON ENERGY S.A. After this acquisition, the total percentage of the Group amounted to 100%.
On 15.03.2022 the Joint Venture APION KLEOS, in which TERNA participates with 28.7%, signed with the Concession company OLYMPIA ODOS S.A. the amendment of the Construction & Study Contract (CSC) of the project "Elefsina-Corinth-Patra-Pyrgos-Tsakona" for the re-inclusion of Patras-Pyrgos Road section in the project of Olympia Odos, with a contractual price of 295 million euros.
On 31.03.2022 the Joint Venture TERNA - THEMELI, in which TERNA participates with 50%, signed with ATTICA METRO a contract for the execution of the project "Extension of a Tram depot to Elliniko", a contractual amount of 10.3 million euros.
D. Risk Factors and Uncertainties
The Group's operations are subject to various risks and uncertainties, such as the return of macroeconomic uncertainty, market risk, credit risk and liquidity risk, wind and weather conditions, the uncertainty of the results from the impact of emergency events (COVID‐19) which may have a prolonged and unforeseen term.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
31
1) Financial Risks
To address financial risks, there is management plan aiming to reduce the adverse impact on the financial results of the Group, arising from the inability to project financial markets and fluctuations in cost and sales variables.
The financial instruments used by the Group mainly comprise bank deposits, mainly long‐term and secondarily short‐term loans as well as derivatives, trade debtors and creditors, other accounts receivable and payable. The impact of the main risks and uncertainties on the Group's activities is analyzed below.
In order to address the effect of the extraordinary event of COVID‐19, the Group implements a set of measures with the main focus on protecting the Group's staff and minimizing the economic consequences of the precautionary measures taken by the Greek State.
Credit risk
Credit risk entails a possibility that a counterparty will cause financial loss to the Group and the Company due to the breach of the counterparty’s contractual obligations.
The Group continuously monitors its receivables, either separately or per group and encompasses all the arising information into the credit audit. When deemed necessary, external reports or analyses related to effective or potential clients are used.
The Group is not exposed to significant credit risk arising from trade receivables. This is attributed, on one hand, to the Group’s policy, which is focused on cooperation with reliable clients and, on the other hand, to the nature of the Group’s operations.
In particular, total receivables, whether related to the narrow or the broader public sector, or private sector clients with significant financial position in Greece and abroad, are under special monitoring and the Management constantly assesses the reliability of its customers, their financial sizes regardless of whether they are a broader public or private entity, for potential implications, in order to take the necessary measures to minimize any adverse effects for the Group.
The credit risk regarding cash and cash available and other receivables is considered limited given that the counterparties are reliable Banks with high quality capital structure, the Greek State and the broader public sector and strong Groups of companies.
The Management assumes that all the financial assets, for which necessary impairment is calculated, are of high credit quality.
Foreign exchange risk
Foreign exchange risk arises when the fair value or future cash flows of a financial instrument are subject to fluctuations due to changes in exchange rates. This type of risk may arise, for the Group, from foreign exchange differences at the valuation and conversion into the Group’s currency (Euro) of financial assets, mainly financial receivables, and financial liabilities, related to transactions that are carried out in a currency other than the operating currency of the Group’s entities. The transactions mainly concern purchases of fixed assets and inventories, commercial sales, investments in financial assets, loans, as well as net investments in foreign operations.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
32
The Group operates in Greece and Eastern Europe for investments in renewable energy and selectively in the undertaking of construction projects, and therefore may be exposed to foreign exchange risk that may arise from Euro exchange rate with other currencies. To manage this risk category, the Group’s Financial Management Department uses financial instruments and offset the Group's exposure to foreign exchange risk on the basis of specific policies.
Regarding the Group ' s transactions with foreign companies , these are usually carried out with European Groups where the settlement currency is the euro. To reduce this risk, the Group utilizes the locally produced cash available in local currency to pay the expenses incurred, minimizing the creation of foreign exchange risk.
Interest rate risk
Interest rate risk entails the probability that fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates.
The Group's policy is to minimize its exposure to the interest rate risk of long‐term financing. Under this policy, medium‐term loans are mainly in Euro, with fixed spread and a floating base interest rate linked to Euribor. In order to reduce the interest rate risk associated with long‐term financing and to reduce the consequent volatility of financial expenses, the Group implements specific policies that include Interest Rates Swaps.
The biggest component of the Group's short‐term debt is in Euro at a floating base interest rate linked to Euribor. Short‐term loans are mainly issued as a bridge financing in order to cover temporary needs during the implementation phase - construction of investments (Wind Parks) of the Group. The Group's policy is to convert these loans into long‐ term fixed spreads linked to Euribor and, where deemed necessary due to repayment time, to implement approved interest rate risk management policies through Interest Rate Swaps.
On 31.12. 2021, 41.05% of the Group’s total debt bares fixed interest rate, 29.20% bares floating interest rate that have been offset through derivatives, with which future fixed interest rate payments are exchanged, against floating receivables, while 29.75% of the Group’s loans bare floating rate based on the Euribor or wibor on a per case basis.
These loans are repaid either through collections of trade receivables, or during the collection of the relevant state grants or through the operating cash flows from the Group's operations.
Sensitivity analysis of interest rate risk
The following table presents the sensitivity of profit or loss for the period against the Groups short‐ term debt and deposits, towards a change in variable interest rates amounting to +20% –20% ( 2020: +/-20%). The changes in interest rates are estimated to be logical in relation to the current market conditions and until now they have been consistent with the previous year.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
33
2021
2020
20%
-20%
20%
-20%
Net earnings after income tax (from interest bearing liabilities)
(437)
437
(237)
237
Net earnings after income tax (from interest earning assets)
15
(15)
49
(49)
The Group is not exposed to other interest rate risks.
Market risk analysis
The Group is not exposed to market risk regarding its financial assets.
Liquidity risk analysis
Liquidity risk entails the risk that the Group or the Company will be in no position to meet their financial obligations when required. The Group maintains its liquidity risk at low level.
The Group’s liquidity, in particular, is considered satisfactory, as in addition to cash available, the cash flows generated by the Concessions of the motorways and the operating wind farms, are ongoing.
The Group manages liquidity needs by closely monitoring the progress of long‐term financial obligations, as well as the payments made daily. Liquidity needs are monitored in different time zones, on a daily and weekly basis as well as in a rolling period of 30 days. Liquidity needs for the next 6 months and next year are determined on a monthly basis.
The Group maintains cash and cash available in banks to meet liquidity needs for periods of up to 30 days. The funds for the medium‐term liquidity needs are released from the Group's time deposits and if deemed necessary, bank credits are also being used.
Risks arising from existing financial conditions prevailing in Greece and from the global economy
The performance of the Greek economy for 2021 was positive since the achieved growth rate was at a rate of 8.3%.
Despite the significant increase in the GDP growth in Greece and in the world economy, as early as August 2021, there were signs of an impending energy crisis, the duration and magnitude of which were uncertain.
The energy crisis in Greece created a significant impact on rising prices for raw materials, fuel, transport, and all consumer products, given that most of the energy consumables are imported.
With these data, the initial estimations for the growth of the economy was expected to be 4.5% per year, with a simultaneously increase in the disposable income of the households.
The ongoing energy crisis, aided by recent geopolitical conditions to resolve geopolitical issues, has created new conditions indicating lower growth in 2022 which is expected to settle at 3%.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
34
The main sources of uncertainty regarding the course of domestic economic activity for the year 2022 and the following years, which could have a negative impact on the achievement of growth objectives, as well as the upgrading of the investment rating which would result in higher investment inflows, can be summarized as follows:
The delay in reducing the public debt ratio along with the resolution of the ongoing quality issues on assets of the domestic banking sector.
The lack of acceleration towards the structural reforms and the government’s inability for the timely disbursement of European funds and any obstacles in the implementation of the investment plans.
The impact of high energy costs in production costs and profitability of corporates, and the postponement or cancellation of their investment plans.
Increase of interest rates as long as inflation continues to be high; this in turn would act as a deterrent to a potential credit expansion that otherwise would be needed for the smooth operation of companies.
The impact of the rising inflation on energy prices and consumables goods will produce the real disposable income and purchasing power of households and to create the need for adoption of fiscal measures to support the income of vulnerable groups.
The reduction of the initially estimated receipts from Greek tourism, due to a) a possible resurgence of the duration of COVID-19 and its mutations, b) the cessation of tourist flows from the war-affected countries and c) the weakening of the disposable income of households in several countries, mainly in the European Union, from which the vast majority of tourists originate.
The impact of geopolitical conditions on foreign direct investments, as increased uncertainty adversely affects the investment risk of a country that has not yet reached investment grade.
Despite the new conditions that have been formed, the Group’s operations continue as smoothly as possible, given that the main areas of the Group’s operations (RES and Concessions) present significant defensive characteristics. The Management continuously assesses the conditions and the possible effects from the regular operation as well as from extraordinary events, in order to secure that all necessary and possible measures and actions are taken in time to minimize any impact on the Group's operations. The Group's Management objective is to immediately inform the investors about any significant effect that the current conditions may bring.
2) Public Health Crisis caused by Coronavirus Pandemic (COVID-19)
GEK TERNA Group is one of the most significant Greek business groups, which holds a leading position in the segment of infrastructure, clean energy, electricity generation, and concessions. The position of the Management is that the Group operates in the segments that are more defensive during the phases of the economic cycle and which investors recognize as "safe havens" that provide stable repeatable cash flows even in times of turmoil and uncertainty, such as the current. Furthermore, the Group has already proved during the Greek financial crisis, (namely the most difficult and longest financial crisis in Europe), its ability to develop and strengthen its position in the market.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
35
Following t he rapid spread of COVID-19 cases and its mutations worldwide in 2020, the World Health Organization declared COVID-19 a Pandemic. In addition to the significant number of deaths, the pandemic led to an unprecedented crisis in the global health and economy. Specifically, in 2020 the negative effects resulted into a decrease of GDP by 6% in the world economy and by 8.2% in the Greek economy.
The global impact of the pandemic has resulted in the European Union being forced to approve 1,824 billion euros in funding to help its member states deal with the effects of COVID-19 on the European economy. From all this funding, Greece is expected to raise 72 billion euros, of which 31 billion euros through the Recovery and Resilience Fund (18 billion euros in grants, 13 billion euros in loans) and 40 billion euros through the ESPA Cohesion Fund for the period 2021-2027.
Although the problems of the COVID-19 pandemic and its mutations were not eliminated in 2021, the experience gained in protecting the population from coronavirus infections, as well as finding effective vaccines for at least a certain period of time, ensured the protection of a significant proportion of those vaccinated, either as a whole or by minimizing the complications of the disease.
The significant increase in the percentage of vaccinated people in all developed countries has enabled the free transportation of populations, significantly improving the functionality of economies worldwide. At the same time the restrictions in products transportation have been lifted, aimed to prevent transmission of the virus from one region to another.
The increase in the percentage of the vaccinated people in Greece resulted in the partial and / or total lifting of travel restrictions, which resulted in the first signs of recovery during the first half of 2021. During the second half of 2021, the lift of transportation restrictions of tourists significantly affected the Greek economy, which attained a record GDP growth of 8.3% in year 2021.
The Group’s Management, applying an extremely high sense of responsibility, towards its customers, employees, suppliers, partners, and investors, monitors the developments regarding the coronavirus pandemic (COVID-19), studying the possible risk factors that could affect the financial position, operations and results of the Group.
(i) Group Organizational Planning
The Group, faithful to its development strategy and the implementation of its vision, constantly improves and modernizes its structures and operating systems, carefully selects the executives needed from the market, trains its staff in modern digital systems and the obligation compliance with the provisions of the corporate governance system, the other provisions of the Internal Regulation of Operation, as well as the rules imposed by the competent bodies of the State for the relations of companies with the members of their Board of Directors. Also, reacting quickly and sensitively to its human resources, it took all the necessary measures, set up a special committee to deal with the coronavirus and made sure that ALL of its employees have the absolute protection and care against COVID-19 and its mutations. The Committee systematically monitors the development of the pandemic, is immediately informed of each critical factor of its spread and guides the necessary actions to be taken by the Management and each employee throughout the Group in order to minimize the risks of the phenomenon and their impact on the course of the company.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
36
Extremely strict operating regulations have been introduced at all points of presence and operation of the Group in Greece and abroad, in order to constantly confirm the highest possible level of security for all.
(ii) Effects arising from the coronavirus pandemic ( COVID -19) per key operating segment of the Group and their mitigation measures
The Group has taken all the necessary measures in order to continue seamlessly the development of its core operations, continuing its construction activity, the exploitation of RES and Concessions and implementation of its investment plan in the energy and concession segments, strengthening the stabilizing efforts of the Greek economy and employment. More analytically per segment:
Construction Operating Segment
In the Construction Operating Segment some small delays occurred, however none of the existing signed contracts were canceled and at the same time the tender procedures were completed, and new construction contracts were signed. In this context, the construction works continued smoothly within the year 2021 as well, but without achieving the rate of execution envisaged under the original program.
Regarding the delays occurred, the Group does not face the risk of non‐compliance with the contractual schedules, as the relevant deadlines are extended respectively. It is to be noted that the construction contracts also include relevant terms regarding force majeure events, providing an additional conventional level of security regarding the progress of the projects and their performance/compensation.
The need to boost the economic recovery following the COVID-19 crisis, according to the competent Minister of Infrastructure and Transport, requires the initiation of major projects, which is one of the immediate priorities of the Greek Government. To this end, the Greek Government has modernized the legal framework of the tender procedures, in order to speed up the licensing and acceptance of large infrastructure projects in the law of strategic investments, which exceed 30 billion euros. It is noted that a significant part of the above projects is expected to be executed by GEK TERNA Group.
The subsidiary TERNA SA is at advantageous position due to (a) its dominant position in the construction industry in combination with the experienced and fully proven effective management team, and (b) the strong financial position of the company that is required in order to support the timely completion of all projects it has currently in the backlog and / or will undertake.
Electric Energy Operating Segment ( Electricity Generation from Renewable Energy Sources [ RES ])
In the segment of electricity from RES, in Greece there was no interruption or other adverse impact on the activity of the Group's facilities that are in operation. As far as the RES facilities under construction are concerned, until today no delays have been caused due to the coronavirus pandemic (COVID-19) and the estimated time of completion and launching of the projects has not changed.
Regarding revenues collection by the Group, no delays were found in 2021.
The Group has taken all the necessary measures in order to continue the development of its core operations, continuing the exploitation of RES and implementation of its investment plan in the energy
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
37
segment, strengthening the efforts aimed at stabilizing the Greek economy and improving prospects of employment.
In particular, the Management examined the specific conditions that could have a significant impact on the business activities of the RES operating segment as well as the risks to which it is exposed. Based on current events and conditions regarding the COVID-19 pandemic, such issues are analyzed as follows.
In direct, continuous, and systematic cooperation with the Risk Managers and the executives of the Group, the Management plans and implements measures to deal with any identified risk in order to limit its negative effects to the minimum possible. The organizational efficiency of the Group and the continuous efforts of the Management to use its managers by project and specific issue depending on the required ability and experience, have created a proven capable, flexible, and effective mechanism for dealing with any possible crisis in any company of the Group whenever it appears. Due to this fundamental principle is the immediate response of Management and the above mechanism for dealing with the epidemic crisis with prudence, balance, and strategic perspective.
The impact from COVID-19 was not significant for the RES segment of the Group.
Operating Segment of Electricity Generation from Thermal Energy Sources - Sale of electricity
In the Operating Segment of Electricity Generation from Thermal Energy Sources in 2021, the Group continued smoothly the production activity of the Thermal Power Plants of 435 MW and of the smaller- scale power unit of 147 MW in Viotia, as well as the commercial activity which was carried out through subsidiary companies of the Group.
The nature of this business activity is not directly affected by the impact of COVID-19, while it could be indirectly affected by the reduction of energy consumption, as well as any emerging inability paying for the amount of electricity and gas produced or sold.
Real Estate Operating Segment
The Group continues to maintain a conservative approach towards investment activities in the domestic real estate market. Taking into account the current financial conditions, the Group considers the option to disinvest regarding a part of its property portfolio. At the same time, it is considering alternative scenarios for the exploitation of a part of its investments, and it will add new acquisitions and investments when deemed appropriate. The nature of the particular business activity is not being affected by the Covid-19 pandemic.
Concession Operating Segment – Self/co-financed projects
In Concession operating segment there are mainly included motorway concession companies (NEA ODOS S.A. CONCESSION COMPANY and CENTRAL GREECE MOTORWAY CONCESSION COMPANY S.A.) and the concession for the airport at Kastelli (INTERNATIONAL AIRPORT OF CRETE SA CONCESSION).
The Hellenic State, for the limitation of COVID-19 pandemic spread, since February 2020 has taken extraordinary measures, through the issuance of a number of Legislative Content Acts (LCA), as well as Joint Ministerial Decisions (J.M.D.), measures which directly affected the traffic in the Projects of the Motorway Concession Companies (MCC). In particular, restrictive measures were imposed on specific periods of traffic with a total ban on travelling within the territory, as well as with foreign countries.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
38
The ban on the travelling of the population within the territory was not substantially normalized in its entirety within the first semester, however such normalization took place in the second half of 2021.
As a result of the above, the Motorway Concession Companies, made the notifications provided for in the relevant Concession Agreements and submitted claims for compensation for loss of revenues to the Greek State, pursuant to relevant terms of the concession agreements. The State acknowledged that the traffic restriction measures it has taken constitute Permitted State Intervention which adversely affects the operation and exploitation of the Motorway Concession Companies and in accordance with the relevant articles of the Concession Agreements applied the relevant contractual clauses.
During the second half of 2021, the respective restrictions were lifted, and as a result the traffic on the motorways in terms of vehicle crossings returned to normal.
In implementation of the provisions of the Concession Agreements, the aforementioned companies of the Group submitted to the State claims for compensation for the loss of revenues due to Covid-19 pandemic suffered within the first half of 2021 totaling to 13.9 million euros. The amounts of revenue losses were recognized in the consolidated Statement of Comprehensive Income for the reporting period ended 31.12.2021 and are included in the item "Other income / (expenses)".
It should be noted that the concession contract in Kastelli is structured to protect the Concessionaire from unforeseen events (force majeure events), such as COVID-19, providing an additional conventional level of security regarding the development of the project and its performance.
Quarry / Industry Operating Segment
The segment's activity in extracting and processing whitewash and subsequent production of magnesium products, which are almost entirely exported to various countries, has decreased significantly due to the COVID‐19 pandemic, as a result of the problems created in the transportation of goods to the customers' countries.
The activity of the sector decreased in terms of the production of limestone products for 2020 and for the first half of 2021, pending the normalization of the market, while at the same time it restructured the production process for the optimal use of the existing equipment for the extraction of stocks of limestone. In the second half of 2021, the above operating segment increased production to some extent, expecting the gradual normalization of the market in which these products are used.
Summary
The coronavirus pandemic (COVID-19) continues to negatively, although with decelerating intensity, affect the global economy, the consequences of which, unless a new variant emerges that is not covered by the existing drugs and vaccines, will allow for a positive outlook in relation to dealing with the pandemic. The Management estimates that the operation, the financial performance, the cash flows and the financial position of the Group will not be significantly affected.
3) Other risks and uncertainties
Geopolitical risk
The existence of disputes between states over the interpretation of existing international conventions on the exploitation of land or subsoil creates the need for increased costs related to defence
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
39
equipment, which would otherwise be channelled into welfare funds or productive investment initiatives through the annual budgets of the states.
The non-peaceful settlement of disputes, even in countries that do not border directly with our country, can create problems in the Greek economy due to the globalization of the markets main concerns, as well as due to the lack of produced raw materials - goods, which are essential elements for the proper functioning of the economy.
The Greek economy, which started with a strong dynamic and improved expectations for the year 2022, was faced in mid-February with a new incremental risk which might have a negative impact on its GDP growth potential. The additional risk stems from the recent geopolitical conditions in Ukraine, which have caused a significant increase in prices for certain consumables (fuel, wheat, fertilizers, etc.), resulting into a substantial burden on the economies of the European Union including the Greek economy.
In the context of the reassessment of GDP growth of the Greek economy, the impact from the energy crisis and the geopolitical conditions, led to a reduced rate of GDP growth from 4.8% to 3.8% for the baseline scenario for the year 2022 and to 2.8% for the unfavourable scenario.
It should be noted that the impact from Greek State’s supportive actions towards the income of vulnerable households, mainly towards the reduction of the costs of the energy crisis, has already been calculated into the above forecasts.
The magnitude of the above impact on the GDP growth of the European Union and consequently of the Greek economy will depend on the level of its escalation and duration, as well as on the cost required for substituting consumable and products that will not be exported by the parties involved in the geopolitical disputes.
The Group continuously evaluates the geopolitical risks to which it is exposed, having formulated specific policies and procedures in order to mitigate the respective risk to the greatest possible extent.
Backlog of the construction contracts
The backlog of the construction contracts does not necessarily constitute an indication of future revenues from the Group's operations in this segment. Although the backlog of these contracts represents projects that are considered certain, no guarantee can be given that cancellations or adjustments will not be performed.
The backlog of the Group's construction contracts may fluctuate in connection with the delays in the project’s implementation and/or receivables or inability to fulfill contractual obligations.
Tender procedures evolution
Law 4782/2021, published on 09.03.2021, reformed the existing regulatory framework for public procurement under Law 4412/2016, which incorporates in the Greek Legislation Directives 2014/24/EU (L 94/65) and 2014/25/ EU (L 94/243) as well as Laws 3433/2006 (A’ 20), 3883/2010 (A’ 167) and 3978/2011 (A '137) which regulate the issues of public procurement in defense and security sectors. According to the explanatory memorandum, Part A' reforms provisions of Law 4412/2016 that constitutes the existing regulatory framework for issues of public procurements, services and projects in order to simplify and clarify the legal provisions, reduce bureaucracy, increase the effectiveness of
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
40
public procurement and projects implementation, expand the use of electronic means (e- procurement), increase participation of small and medium-sized enterprises in public procurement procedures and address irregularities, such as the issue of excessively low bids and excessive attachment to formality to the substance of the bids. Law 4412/2016 presented a number of problems that contracting authorities as well as the economic operators had identified. The attempt to address such irregularities was fragmented and, quite often, insufficient. It is symptomatic that the provisions of Law 4412/2016 had been amended more than 300 times. However, the current economic conditions have generated the need to increase the efficiency of the procedures for preparation, assignment, and implementation of public procurements in order to speed up the relevant procedures, while improving the quality of goods, services and projects supplied by the State without jeopardizing the issues of transparency and integrity. Moreover, the effectiveness of the public procurement system is expected to reinforce the capacity of the Greek State in public investments, as well as in faster absorption and utilization of EU funds and financial facilities, in particular, in view of NSRF 2021-2027 program period and the Recovery of and Resilience Fund (RRF) aimed at supporting reorganization and improving resilience to crises of the economies of the European Union Member States. Realization of the above objectives will be evident through the implementation of the above institutional framework.
It is noted that with Law 4903/2022 (Part A', articles 1 to 14 thereof), a framework for the submission, evaluation and approval of innovation proposals was established, at the initiative of the private sector, regarding large infrastructure projects which exceed the amount of two hundred million (200,000,000) euros (without VAT), which characteristics of innovation and complexity, promote regional development, contribute to the national economy and are to be implemented through contracts, concessions and public-private partnerships (P.P.P.). This legislation regulates the minimum content of an innovation proposal (minimum level of maturity), incentives for the submission of innovation proposals, as well as procedures aimed at respecting the principles of transparency and equal treatment of tenderers, at the stage of tendering projects, which have been proposed in the context of the submission of an innovation proposal.
Climate change risk
The Group owns and operates in Greece and abroad Wind Parks, operates two major highways, where the effects of climate change in recent years consist of intense weather phenomena and long-term natural turnarounds (increased snowfall, frost, fires, floods, etc.).
Taking into account the extreme natural phenomena that have occurred in recent years, the Group takes all necessary measures to eliminate or minimize the problems that may arise, in addition to insurance coverage for the risks that are insurable.
Cyber Security Risk
Potential violations in the security of networks, information, and operating systems, threaten the integrity of the Group's data, sensitive information, as well as the smooth operation of its business activities. Such a breach could adversely affect the Group's reputation and competitive position. Also, a possible occurrence of damages, release of fines, or loss of business (including restoration costs) could have a significant negative impact on our financial position and operating results. In addition, managing cybersecurity breaches may require a significant investment of time by the management.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
41
In order to avoid the Cyber Security risks, GEK TERNA Group has established and implements Cyber Security Policies and Procedures, with which all the executives and the external collaborators of the Group must comply. In cases where it is deemed necessary, the IT Department provides additional instructions and guidance.
The Group is in continuous cooperation with companies providing specialized Cybersecurity services as well as with experienced consultants in the field, in order to provide full technical and organizational coverage in terms of Cybersecurity in close collaboration with its various departments. Some of the technical measures taken include the following areas:
Perimeter Security (Firewall)
The security of the Group's network
The security of executives' computers (Firewall and Antivirus)
The technological security of the Servers (Specially configured restricted areas, Antivirus,) where the data are stored
Secure remote access for users (use of secure VPN channel)
The monitoring of Cybersecurity events in real time by specialized external partners
The availability of services through the existence of Disaster Recovery Plan (DRP)
The continuous training and information of the executives in matters of Cyber Security
Supervision and coordination of Cybersecurity issues by experienced external partners (CISO chief information security officer)
Strong password and user authentication policies
Protect email from Phishing and Spam attacks
E. Outlook & Prospects
GEK TERNA the parent company of the Group (
www.gekterna.com
) is listed on Athens Stock Exchange (FTSE / Athex Large Cap / Athex ESG ) and is one of the largest business groups in Greece, with selective presence in Central and Southeastern Europe, and Middle East.
GEK TERNA Group with a Turnover of 1.144 million euros is active in the following sectors:
a) infrastructure, b) the production of electricity from Renewable Energy Sources (RES), c) the production of electricity with natural gas fuel and the trade of electricity, d) the construction and operation of the Concessions, as well as the construction and joint operation co-financed projects (PPPs) and waste management projects, e) mining activities and f) real estate management and sale of properties.
The Group in the field of construction activities has an outstanding construction backlog amounting on 31.12.2021 to approximately 2,5 billion euros. By the date of preparation of the financial statements, new contracts amounting to 287 million euros have been signed whereas the Group expects to sign contracts for new projects that it has been awarded, amounting to 2.1 billion euros.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
42
The total installed capacity of the Group's RES projects in operation amounts to 895.3 MW, while it has under construction or ready for construction RES facilities with a total capacity of 406 MW that are part of the existing investment plan of 2 billion euros.
The Group owns and operates two (2) power generation units with natural gas fuel with a total installed capacity of 588 MW, while it also participates in the construction and operation of one (1) unit of 877 MW capacity with a 50% participation stake. At the same time, it is active inside and outside Greece, in the trade of electricity.
In the field of Concessions, the Group owns 100% of the Motorway Concessions NEA ODOS SOCIETE ANONYME CONCESSION and CENTRAL GREECE MOTORWAY SOCIETE ANONYME CONCESSION, 17% of the Concession Company OLYMPIA ODOS SOCIETE ANONYME CONCESSION, as well as 32.46% of the Concession Company of Kasteli Airport INTERNATIONAL AIRPORT HERAKLION CRETE SOCIETE ANONYME CONCESSION, whereas at the same time the Group participates in major co-financed projects (PPPs) in which it holds either 100% or a significant percentage. The participations of GEK TERNA in the field of Concessions and PPPs are significantly strengthened with the addition of the emblematic concession projects of Egnatia Odos, the Integrated Tourist Complex with Casino in Hellinikon and the proclamation of the Group, through the association of companies in which TERNA ENERGY participates, as a temporary contractor for the project ULTRA-FAST BROADBAND based on a PPP scheme.
Finally, the Group is active in the management and sale of real estate assets, owning commercial properties with a total estimated value of approximately 95 million euros and in the quarry / industrial segment through the extraction and processing of limestone and magnesium.
The Group, for the existing business activities in 2021, employed more than 3,700 employees (directly 3,336 and in its proportion through joint ventures 364) worldwidly.
Total investments amounted to 246 million euros, with the energy sector being the main contributor. In recent years, investments have exceeded 2.5 billion euros, actively supporting the Greek economy, but also the country's banking system, constantly maintaining all the Group's assets from operations in Greece in Greek banks.
Despite the fact that the Greek economy at the end of the year 2020 had posted a decline in GDP of 8.2%, in 2021 and especially in the second half, the relevant progress in vaccinations helped to stem the pandemic wave and allowed the gradual lifting of restrictions in terms of movement of population and goods, and the lifting of social distancing measures, thus allowing the Greek economy to restart. Real GDP expanded by 8.3% thanks to the strong growth in exports of goods and services, especially in the sector of tourism, and due to a recovery realized in private consumption.
For the year 2022, the positive growth prospects for the economy which were initially indicating a growth rate of 4.8%, are surrounded by new uncertainties, influenced by rising energy costs and recent geopolitical developments. At the same time the impact of COVID is still in place however with decelerating intensity. On the other hand, there are other factors that have a positive effect, including the increase in employment and the accumulation of bank savings that took place in the previous period. As a result of the new uncertainties, the new estimate for growth has been reduced for 2022 to 3.8% in the basic scenario of the Bank of Greece and to 2.8% in the unfavourable scenario.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
43
An important component towards the growth of the economy in 2022, is the contribution of the Fund for Recovery and Resilience, which is estimated that in the coming years (until 2026) will contribute over 30.0 billion euros in total, through grants and loans on favourable terms. This in turn will further solidify the Greek banks as well as the Greek economy and its competitiveness in general, as the largest percentage of funds is expected to be absorbed in the areas of green investments, digital transition, and social cohesion.
The further growth of the Greek economy is estimated to lead to the recovery of the country’s "investment grade" which will result in the inflow of new investment funds, which will work positively towards an even greater growth potential.
According to Bank of Greece's baseline scenario for 2022, with regard to harmonized inflation in Greece, inflation is expected to accelerate to 5.2%, which has been evaluated in terms of its impact on the growth rate of the Greek economy. De-escalation is expected for 2023, provided that the supply chains are fully restored, and energy prices fall.
Despite the prevailing uncertainty, the outlook for the Greek economy remains positive in the medium term, in view of a number of conditions that could facilitate the change in the pattern of economic growth, which is expected in turn to derive from investment spending to an even greater extent.
In this changing economic and geopolitical environment, GEK TERNA Group, which is one of the most important Greek corporate groups and holds a leading position in the fields of infrastructure, clean energy, electricity production and concessions, implements and expands its investment plan (mainly in the fields of Renewable Energy Sources, Concessions and Infrastructure), as its capital structure remains strong while the Group continues to have a selective presence in countries outside Greece. Furthermore, GEK TERNA Group has already proved during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe) its ability to expand and further solidify its market position.
It is worth noting, however, that the strengthening of investment activity in the segments which GEK TERNA Group activates in (RES, Concessions, Construction, Infrastructure) constitute a priority of both the Greek State and the European Union in the effort for economic recovery and along the broader strategy of dealing with the financial consequences of the COVID-19 pandemic. The State has recently established a new framework for accelerating the implementation of investments in RES, while at the same time in the field of infrastructure there is also an acceleration of tenders for new public projects, concessions, and PPPs. Infrastructure projects, through the multiplier effect, contribute significantly to GDP growth and comprise a sufficient condition to boost employment.
In 2022, GEK TERNA Group will continue to implement its strategy for continuous development in the Greek and international markets in the fields of infrastructure, production, supply, and trading of electricity and in the concessions in the field of RES, Concessions in general and in the Construction sector. The objective is to maintain its leading position in the Greek market and to pursue its sustainable development in the international markets in order to achieve a satisfactory diversification of corporate risk and to maintain return on equity at satisfactory levels.
The Group's investment plan continues intensively in all areas of its activity (infrastructure, concessions - PPPs, energy production and storage, circular economy - environmental projects), with the total
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
44
investments planned or in which the Group participates, in the medium term, expected to exceed the value 6.5 billion euros.
With the investments that are in progress and those that will follow, we create thousands of well-paid jobs, giving the opportunity to the Greek scientific workforce, to our young men and women to live with dignity and optimism for the future in their homeland, but also to those who left we provide the incentive to gradually return back to the country.
The prospects for achieving the targets for 2022 and beyond are positive given that:
In the Construction Operating Segment:
The Group, mainly through its 100% subsidiary TERNA S.A., has been operating in the construction segment for almost half a century, both in the Middle East and Southeast Europe, executing a wide range of large and complex public and private projects, of high budgets and complex know‐how, such as construction of motorways and rail networks, buildings, hospitals, museums, industrial facilities, hydroelectric projects, dams, industrial facilities, power plants, etc.
The prospects for the coming years are in favor of improving the financial performance of this operating segment, while the backlog of construction objects is maintained at high levels, amounting to approximately 2.5 billion euros on 31.12.2021 whereas at the date of preparation of the financial statements with the new agreements signed or to be signed this backlog stands at 4.9 billion euros.
In addition, the prospects of the construction sector in Greece are particularly positive, as in the coming years the budget of new projects to be auctioned will exceed the level of 30 billion euros, of which a significant part is estimated to be executed by the Group
In order to achieve this objective, the Greek Government has altered the institutional framework of tender procedures, in order to speed up the licensing and be able to include the large infrastructure projects under the provisions of the law of strategic investments.
It should be noted that the Greek State, as an initiative for the practical support of the Greek economy, has intensified the program of tender procedures.
At the same time, the existence of synergies that will result from the execution of new investments within the Group (Concession of Egnatia, development of the Integrated Tourist Complex with Casino in Hellinikon, implementation of the investment program in the RES sector, as well as the construction of large pumping projects) will further boost the potential financial size of the particular sector.
It should be noted that the execution of the above projects will deliver significant positive multiplier results to the Greek Economy.
The Group, with the consistency and the high sense of corporate social responsibility that distinguishes its actions for years now, will remain a leader in the construction sector and will seek to increase the financial size of the particular market segment, while generating satisfactory earnings to the benefit of its shareholders, according to its business plan, and despite the temporary adverse conditions that emerged from the energy crisis, the recent geopolitical developments in early 2022, as well as the impact of the de-escalating COVID-19 pandemic.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
45
In the Energy Operating Segment:
Both in the international economic environment and in Greece, the political leaders have recently confirmed their interest in the development of Renewable Energy Sources and the fastest possible replacement of traditional, thermal sources (lignite, coal, etc.) by Wind, Photovoltaic energy sources, etc. in order to effectively address the continuous burden on the natural environment.
Particularly in Greece, the repercussions of a number of decisions of the Greek Government, such as the gradual removal of lignite-based installations and the general replacement of fossil fuels from clean energy sources, the privatization of DEPA Commerce (with the participation of the Group in the relevant tender process in progress) and of DEPA Infrastructure, as well as the privatization of HEDNO and the sale of 49% of IPTO, have led to significant developments. Therefore, the rapid adaptation will become a critical factor for market restructuring and the redistribution of the role and share of the main competitors which are active in the sector.
Electricity production from RES
International developments and their impact on the global and domestic energy market, confirm the need for a speedy decoupling of the country from imported energy and acceleration of investments in domestic Renewable Energy Sources, both for reasons of national and energy security, and for reasons of economic nature, without of course excluding the critical issue of the lurking burden on the natural environment. It is clear that RES, in addition to the significant reduction they bring in energy costs, are the only solution to remove the impasse which is caused exclusively by geopolitical factors. The great investment interest recorded internationally for the RES sector is another proof of the correctness of the Group's strategic decision to invest dynamically in the field of Renewable Energy Sources. TERNA ENERGY sub-Group has on 31.12.2021 more than 1,300 MW in operation, under construction or ready for construction in Greece, Central and Eastern Europe. Specifically, the total installed capacity of the sub-Group in Greece and abroad amounts to 895.3 MW and is analysed as follows:
TOTAL
GREECE
POLAND
BULGARIA
WIND FARMS
866.4
734.4
102
30
HYDROELECTRIC
17.8
17.8
PHOTOVOLTAIC
8.5
8.5
BIOMASS
2.6
2.6
TOTAL
895.3
763.3
102
30
At the same time, TERNA ENERGY sub-Group has under construction or ready for construction RES facilities with a total capacity of 406 MW in Greece. A new generation of investments is already being planned, which will follow, before the completion of the existing investment plan of 2 billion euros and the Group's goal is the total installed capacity to reach 6.4 GW by 2029.
In this context, new wind projects with a total capacity of 2,200 MW are in the phase of licensing maturity (having already secured a production license), photovoltaic parks (terrestrial and floating) with a total capacity of 1,700 MW are being developed and planned, while hybrid and storage systems (mainly pumping storage) are being promoted with a total capacity of about 3,750 MW, as well as about 200 MW of projects of other technologies (hydroelectric, biogas, biomass, etc.). At the same time, the Group has been positioned itself in time in the market of offshore wind farms, where in a joint venture with OCEAN WINDS it plans to develop wind farms in the Greek seas.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
46
The Group, through its subsidiary TERNA ENERGY, utilizing its dominant position and know-how in RES and appreciating the favourable environment in the field, continues its investment program.
Electricity production from thermal energy sources
The Group, in the context of its strategic decision to increase its investments in the field of Thermal Energy Sources and electricity trading, has become a 100% shareholder, acquiring:
a) 75% of the shares of the company HERON II VIOTIA from the ENGIE and Qatar Petroleum Groups, which operates a power plant with natural gas fuel and an installed capacity of 441 MW (acquisition completed within 2021), and
b) 50% of the shares of the company HERON ENERGY from the ENGIE Group, which operates a plant for the production of electricity with natural gas fuel and an installed capacity of 147 MW (acquisition completed within 2022).
HERON ENERGY is one of the largest providers of electricity in Greece, having more than 280,000 customers (households and businesses). Contributing dynamically to the promotion of green energy and to the effort to achieve the goals set at European and national level for dealing with the climate crisis, HERON promotes in the Greek market a series of green plans and electrification plans, such as EcoUP and EcoDrive. Through these plans, households, businesses, and owners of electric cars are given the opportunity to consume electricity, which is produced 100% from Renewable Energy Sources (RES). Given that GEK TERNA Group is the main shareholder of TERNA ENERGY, the largest Greek company in the field of production and storage of clean energy, the partnership of companies HERON and TERNA ENERGY will contribute new innovative products to the customers of HERON exclusively based on clean energy produced from RES. With the acquisition of 100% of the shares of the companies HERON II VIOTIA and HERON ENERGY, GEK TERNA will further strengthen its financial performance, as it will now consolidate the financial results of the companies HERON II VIOTIA (from 11.10.2021 it will be fully consolidated) and HERON ENERGY (it will be fully consolidated within 2022). At the same time, the Group will expand its leading presence in the field of energy with the objective of accelerating on the one hand the transition to a future with less carbon and on the other hand with the aim of providing integrated services and products of both electricity and natural gas to an ever-expanding clientele.
GEK TERNA Group and MOTOR OIL Group announced their collaboration for the joint development, construction, and operation of the new state-of-the-art Combined Cycle Gas Turbine Station, based on natural gas and installed with a combined capacity of 877 MW in the industrial area of Komotini. KOMOTINI THERMOELECTRIC, a company in which MOTOR OIL RENEWABLE ENERGY (MORE) and GEK TERNA Group jointly participate with a percentage of 50% each, is one of the most important investments in the Greek energy market, amounting to 375 million euros. This investment is expected to create about 500 jobs during the construction period and about 100 jobs during the operating period.
The technology of the main equipment that has been selected for the Station is the most modern one and will lead to very high degrees of overall net efficiency. The construction of the new unit started in 2021, in order to be placed into commercial operation at the beginning of 2024. The construction works were undertaken by the subsidiary company TERNA. The construction of the new state-of-the-art Station is of strategic importance, as it comes to cover the increased needs for electricity in our country, needs that which will be created due to the gradual removal of lignite production units. It is a
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
47
breath of fresh air for the development of the particular area, but also for the energy security of the country.
The Group, with the consistency and the high sense of corporate social responsibility that distinguishes its actions towards the reduction of air pollution, will remain a pioneer in the field of natural gas investments and will seek to maintain the growth rate of the Group, while creating satisfactory earnings and returns for its shareholders according to its business plan. This is expected to occur despite the temporary adverse conditions that emerged from the energy crisis, the recent geopolitical developments in early 2022, as well as the impact of the de-escalating COVID-19 pandemic.
In the Concession Operating Segment - Self/co-financed projects:
The Group has a dominant presence in the financing, management, and commercial operation of concession projects. The ever-expanding portfolio of concession projects and PPPs, as analysed below, makes GEK TERNA Group the largest Group of concessions in the country and currently one of the most important concession portfolio managers at European level.
The Group owns 100% of the Motorway Concessions NEA ODOS SOCIETE ANONYME CONCESSION and CENTRAL GREECE MOTORWAY SOCIETE ANONYME CONCESSION, 17% of the Concession Company OLYMPIA ODOS SOCIETE ANONYME CONCESSION, as well as 32.46% of the Concession Company of Kasteli Airport INTERNATIONAL AIRPORT HERAKLION CRETE SOCIETE ANONYME CONCESSION, whereas at the same time the Group participates in major co-financed projects (PPPs) in which it holds either 100% or a significant percentage.
TERNA ENERGY sub-group participates in the commercial operation:
a) With a percentage of 70% in the Electronic Ticket Service Provider - HELLAS SMARTICKET S.A., which has undertaken the operation of the automatic fare collection system for public transport in Athens, Greece. The operations commenced in the first half of 2017 and the term of concession will be set at 10 years after the construction period.
b) With a percentage of 100% in the Waste Management Unit of Epirus. The operation started in the first quarter of 2019 and has an operating horizon of 25 years.
c) With a percentage of 100% in the Integrated Waste Management Unit of Peloponnese, the construction of which started on 29.01.2021, has a duration of 2 years and a period of operation of 26 years. The Transitional Waste Management commenced on 14.02.2022.
The Group expects the signing of additional concession contracts as per below:
a) The proclamation of the Association of GEK TERNA SA (75%) - EGIS PROJECTS S.A. (25%), as a Preferred Investor for the concession of the right to commercially operate Egnatia Odos highway and its three vertical road axes for a period of 35 years, an extremely positive and important development, with numerous benefits for the Group and its shareholders. In particular it includes in its ever-expanding portfolio of concessions the largest highway in the country and one of the largest in Europe, with a total length (including the three vertical roads) of 883 km. The total portfolio of highways of the GEK TERNA Group will now exceed 1,500 km. This is the largest portfolio of highways in the country and one of the largest in Europe, further strengthening the ability of the Group to generate significant, stable, and recurring revenues in the longer run. The
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
48
binding offer amounts to 1,496 million euros, with the start of the concession being estimated in 2022.
b) On 22.10.2021, the Hellenic Gaming Commission (HGC or EEEP) proceeded to the amendment of the final award of the project "Granting of a Casino Operating License (EKAZ) for a wide range of activities in the Metropolitan Area of Hellinikon - Agios Kosmas" that has been granted to the Association of Companies with the distinctive title ATHENS IRC, which is an evolution of the original Contractor INSPIRE ATHENS following the changes that occurred in the shareholder composition of the latter. At the same time, the HGC made some minor modifications to the draft concession contract for this project, which had already been agreed with all stakeholders in the previous period. The relevant decisions and additional supporting documents were forwarded to the Court of Audit for the completion of the pre-contractual audit. Subsequently, the Court of Audit forwarded the Act 647/2021 to the Hellenic Gaming Commission on 21.12.2021, by which the Court of Audit ruled that: «The signing of the draft contract on the subject of the "Granting of a Casino Operating License (EKAZ) for a wide range of activities in the Metropolitan Area of Hellinikon - Agios Kosmas" is not hindered». The Hellenic Gaming Commission, in collaboration with the Tender Committee, is expected to carry out those formal procedures and actions to complete the conclusion of the concession agreement and its legislative ratification. Meanwhile, the members of the contractor Association of Companies MGE Hellinikon B.V MGGR LLC - GEK TERNA S.A. with the distinctive title ATHENS IRC established on 06.04.2022 the societe anonyme with the name BUSINESS CASINO WIDE RANGE HELLINIKON S.A. with the distinctive title EKAZ HELLINIKON S.A. and with an initial share capital of 1.0 million euros. The commencement of the concession works is estimated in 2022.
At the same time, the Group participates in the tender process of emblematic concession projects such as the Northern Road Axis of Crete, the Submarine Link Salamina - Perama, as well as various Public & Private Sector Partnerships (PPPs). The successful initiation of these projects will contribute to the dynamic development of the Greek economy through the high multiplier effect on GDP demonstrating the investment interest and confidence of large international investors towards the Greek economy. This in turn will facilitate more foreign direct investment, in view of the prospect of an upgrade that could be granted with regard to the country's credit rating.
The commercial operation of the Motorway Concessions, the commercial operation of the Waste Management Units, the Operation of the Automatic Toll Collection System, and the future operation of Kasteli Airport after the completion of the construction, as well as the concession projects to be signed (of Egnatia Odos and of the Integrated Tourist Complex with Casino in Hellinikon) are expected to generate significantly improved results in the future.
At the same time, the Management continues to pursue new investments for the expansion of the Group's business activity in Greece and abroad, by constantly monitoring the developments in the Greek economy, collaborating with financial agents and expert analysts of the international markets.
The Group confirms its strategic decision to invest dynamically in the Concessions segment and in the field of PPPs, while creating satisfactory earnings and returns for its shareholders.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
49
In the Real Estate Operating Segment :
GEK TERNA Group is also engaged in real estate development, management and sale with a broad portfolio valued at 95 million euros in Greece, Bulgaria, and Romania, including business centers, industrial parks, entertainment parks, residential properties, hotels, etc. At the same time, the Group examines alternative scenarios for the exploitation of a part of the existing investments and wherever it deems appropriate, it will proceed into new investments.
In the Quarry/Industry Operating Segment:
The Group is also involved in extracting and processing whitewash and subsequent production of magnesium products through the subsidiary company TERNA LEFKOLITHI S.A., mainly focusing on export related activities (
www.ternamag.com
).
Despite the negative results in the current year, however significantly smaller than in the previous year in the particular segment, the company by having already restructured its operational activities in order to reduce production cost, estimates that the industrial sector will become a profitable business in the future.
F. Alternative Performance Measures (APMs)
In the context of implementing the Guidelines on “Alternative Performance Measures” of the European Securities and Markets Authority (ESMA/2015/1415el) effective as from July 3rd, 2016, in respect of Alternative Performance Measures (APMs).
The Group applies Alternative Performance Measures (“APMs”) under its decision regarding its financial, operational, and strategic planning as well as when evaluating and recording its performance. APMs facilitate better understanding of financial and operating results of the Group and its financial position. APMs should always be taken into account in conjunction with the financial results recorded under IFRSs and should under no circumstances replace them.
The following ratios are used to describe the Group’s performance per operating segment:
«Net Debt/(Surplus)»
It is a ratio, through which the Group’s Management assesses the cash position of an operating segment at any given time. The ratio is defined as total loan liabilities and bank leases less cash and cash equivalents. If restricted deposits are excluded from the aforementioned ratio, (note 20) and grants to be repaid (note 31), are added, then the item of "Net Debt/(Surplus)" less restricted deposits and grants to be returned” will arise.
The ratio is recorded as follows in 2021 and 2020:
GROUP
31.12.2021
31.12.2020
Long-term loans (Note24)
2,386,217
2,198,693
Liabilities from bank leases (Note 25)
217
526
Short-term loans (Note24)
95,557
116,505
Long-term liabilities payable during the next financial year (Note24)
114,064
109,958
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
50
Total bank debt
2,596,055
2,425,682
Less: Cash and cash equivalents (Note23)
(1,364,351)
(1,108,417)
Net Debt / (Surplus) (Note6)
1,231,704
1,317,265
Less: Blocked bank deposit accounts (Note20)
(127,625)
(106,008)
Add: Approved and collected grants to be returned (Note31)
3,024
3,024
Net Debt / (Surplus) after restricted deposits and Grants to be repaid
1,107,103
1,214,281
“Bank Debt to Total Capital Employed”
It is a ratio, based on which the Management assesses the Group's financial leverage. “Total bank debt” is defined as the sum of Short-Term Loans, Long Term Loans, Bank lease liabilities and Long term liabilities payable during the next financial year. The “Total Capital Employed” is defined as the sum of Total Equity, Total bank debt and Equity investments equivalent to financial liabilities (Note 26), the repayment of which follows the repayment of primary debt of the corresponding Wind Farms and is performed only to the extent that the required return from their operation is met, the state grants minus the amount of cash and cash equivalents which are not subject to any limitation in use or to any commitment.
The ratio is recorded as follows in 2021 and 2020:
GROUP
31.12.2021
31.12.2020 *
Total bank debt (Note6) (a)
2,596,055
2,425,682
Total equity
871,259
826,809
Equity investments equivalent to financial liabilities (Note26)
0
281,263
Grants (Note 29)
87,431
102,266
Sub total (b)
3,554,745
3,636,020
Less:
Cash and cash equivalents (Note23)
(1,364,351)
(1,108,417)
Blocked bank deposit accounts (Note20)
(127,625)
(106,008)
Approved and collected grants to be returned (Note31)
3,024
3,024
Sub total (c)
(1,488,952)
(1,211,401)
Total Capital Employed (b+c)=(d)
2,065,793
2,424,619
Total Bank Debt / Total Capital Employed (a)/(d)
125.67%
100.04%
The comparative figures for the year 2020 have been revised by the impact due to the change in the accounting policy of IAS 19 (see Note 2.7.3).
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
51
EBITDA (Earnings before Interest Taxes Depreciation & Amortization)
It is a ratio, based on which the Management of the Group assesses the operational performance of an operating segment. "EBITDA" is defined as Earnings before Interest& Taxes (EBIT), plus depreciation and amortization, less any equity‐based grants as presented in the accompanying financial statements.
Adjusted EBITDA (Adjusted Earnings before Interest Tax Depreciation & Amortization)
"Adjusted EBITDA" is defined as EBITDA, plus any non‐cash items.
EBIT (Earnings before Interest and Taxes)
Earnings before Interest and Taxes (EBIT) is defined as the Gross Profit less Administrative and Distribution Expenses, less Research and Development Expenses, plus/less Other Revenues/(Expenses) EBIT determinants. Other Revenues/ (expenses) EBIT determinants are defined as Other Revenues/(Expenses) apart from the items of Foreign Currency Translation Payment and Valuation Differences and Impairments/ (Reversals of Impairments) of fixed assets as presented in Note 39.
EBITDA and Adjusted EBITDA ratios in 2021 and 2020, per operating segment and as a total are presented below as follows:
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
52
Business segments 31.12.2021
Constructions
Electricity from RES
Electricity from thermal energy and HP trading
Real Estate
Mining / Industry
Concessions
Holdings
Eliminations on consolidation
Consolidated Total
Gross profit
61,931
136,805
30,738
289
(1,132)
36,181
308
(10,492)
254,628
Administrative and distribution expenses
(27,014)
(22,308)
(1,173)
(593)
(3,700)
(10,270)
(17,840)
1,934
(80,964)
Research and development expenses
(1,432)
(4,967)
0
0
(140)
0
(148)
0
(6,687)
Other income/(expenses) attributable to EΒΙΤ
8,944
9,114
(1,626)
(247)
1,239
7,726
1,810
(1,409)
25,551
Results (EBIT) from continuing operations
42,429
118,644
27,939
(551)
(3,733)
33,637
(15,870)
(9,967)
192,528
Net depreciation
9,946
42,997
2,715
712
2,989
43,967
154
(1,883)
101,597
EBITDA from continuing operations
52,375
161,641
30,654
161
(744)
77,604
(15,716)
(11,850)
294,125
Non cash results
426
(93)
2,520
292
298
24,148
1,735
0
29,326
Adjusted EBITDA from continuing operations
52,801
161,548
33,174
453
(446)
101,752
(13,981)
(11,850)
323,451
Adjustments to non-cash results for 2021 relate to provisions for staff compensation 1,232, an expense recognized from the grant of stock options 1,979, impairments of investment properties 52, provisions for heavy maintenance 23,638, Impairments of receivables and inventories, other provisions, and earnings from elimination of liabilities amount 2,425.
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
53
Business segments 31.12.2020 *
Constructions
Electricity from RES
Electricity from thermal energy and HP trading
Real Estate
Mining / Industry
Concessions
Holdings
Eliminations on consolidation
Consolidated Total
Gross profit
35,404
113,755
515
(69)
(950)
35,768
(646)
3,392
187,169
Administrative and distribution expenses
(31,184)
(21,179)
(366)
(604)
(4,155)
(10,897)
(11,714)
960
(79,139)
Research and development expenses
(1,145)
(2,716)
0
0
(160)
(479)
(16)
0
(4,516)
Other income/(expenses) attributable to EΒΙΤ
3,866
1,505
625
(272)
(7,909)
19,934
648
(956)
17,441
Results (EBIT) from continuing operations
6,941
91,365
774
(945)
(13,174)
44,326
(11,728)
3,396
120,955
Net depreciation
11,049
38,046
18
612
2,702
43,999
145
(3,628)
92,943
EBITDA from continuing operations
17,990
129,411
792
(333)
(10,472)
88,325
(11,583)
(232)
213,898
Non cash results
1,038
(37)
61
585
6,420
17,179
2,871
0
28,117
Adjusted EBITDA from continuing operations
19,028
129,374
853
252
(4,052)
105,504
(8,712)
(232)
242,015
Adjustments to non-cash results for 2020 relate to provisions for staff compensation 2,762, an expense recognized from the grant of stock options 3,257, impairments of investment properties 530, provisions for heavy maintenance 16,544, Impairments of receivables and inventories, other provisions, and earnings from elimination of liabilities amount 5,024.
* Amounts adjusted to include only continuing operations. The results from discontinued operations are disclosed independently and analyzed in a separate note (see Note 7.2.5), in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations".
In addition, the comparative figures for the year 2020 have been revised by the impact due to the change in the accounting policy of IAS 19 (see Note 2.7.3).
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
54
G. Report of Payments to Governments
In accordance with the provisions of article 6 of Law 3556/2007 as effective, the Group, due to the mining activity of quarry products of its subsidiaries TERNA and TERNA LEFKOLITHI, paid to the Greek Government during the year ended 31.12.2021, an amount of 124.5 thousand euros.
H. Non-Financial Information Report 2021
Introduction
This Non‐Financial Statement covers the fiscal year ending the 31st of December. The Statement has been prepared in accordance with the provisions of the Law 4403/2016, as outlined in Circular 62784, and in accordance with the EU Taxonomy Regulation 2020/852 and includes information on the performance of GEK TERNA Group regarding the following areas:
Anti‐corruption
Supply chain issues
Respect for human rights
Social and labor issues
Environmental and energy issues
EU Taxonomy Report
The Statement presents information on the main risks related to the above areas and the Group's activities, the due diligence policies as well as other policies applied by the Group for each of the above areas. To provide better insight into the Group's performance, the results of these policies are presented, as well as relevant financial and non‐financial performance indicators.
The Non-Financial Statement has been prepared taking into consideration the GRI Standards, the SASB Standard “Engineering & Construction Services, 2018” as well as the Athens Stock Exchange ESG Reporting Guide (2022).
In addition, in response to the recent Letter of the Hellenic Capital Market Commission dated 25.02.2022, the thematic aspect impacts of the COVID-19 pandemic on non-financial issues is included in the Statement.
GEK TERNA GROUP
GEK TERNA GROUP is one of the largest business Groups in Greece, operating in Central and Southeastern Europe, the USA, and the Middle East.
The Group has a leading position in the fields of infrastructure, electricity production from thermal sources and RES, supply and trade of electricity, concessions, waste management, real estate development and management, as well as mining activity.
GEK TERNA is listed on the Athens Stock Exchange (FTSE / Athex Large Cap) with a turnover of Euro 1,144 million. The backlog of construction work of the Group, including new agreements signed or to be signed, at the date of preparation of the Financial Statements amounts to 4.9 billion euros. The total installed capacity of the energy plants, RES and / or thermal energy, owned by the Group or to which
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
55
it participates, in Greece and abroad, amounts to 1,483.6 MW, while it has under construction or ready for construction RES facilities amounting to 406 MW in Greece and 877 MW in the field of electricity generation from thermal energy sources with a percentage of the Group's participation at 50%. Also, the Group's investment program in RES is evolving at an intensive pace, aiming at the total installed capacity to reach 6.4 GW by 2029.
More information regarding the Group’s presence and activities, will be published in the Sustainable Development Report of the GEK TERNA Group in June 2022.
Risk management and main non-financial risks
The risk management policy implemented by the Group aims to eliminate the negative impact on financial results but also on the wider strategic perspective of its operation, arising from uncertainty in financial markets and changes in costs and sales as well as the inability to predict the evolution of meteorological data.
The persistence of macroeconomic uncertainty, market risks (fluctuations in exchange rates, interest rates, market prices, etc.) credit risk, and liquidity risk are the most important financial risks for the Group. Furthermore, the Group has categorized its non-financial risks into three categories: risks related to Governance, Environment and Society . To address non-financial risks, the Group adopts mitigation policies.
More information on the identified non-financial risks and the relevant mitigation policies will be published in the Sustainable Development Report of the GEK TERNA Group, in June 2022.
Sustainable Development Policy and stakeholder engagement
The Group's Sustainable Development Policy is based on stakeholder dialogue and the identification and assessment of the most important economic, social and environmental impacts of its activities. At the same time, the strategy, which is constantly expanding and improving for the benefit of shareholders, investors, employees, and society at large, aims to enhance the positive impacts and reduce the negative ones, through best practices, sustainable initiatives, and reliable partnerships.
In 2021, the Group, following approval by the Board of Directors, adopted the Sustainable Development Policy. The Group's Sustainable Development Policy is inextricably linked to the material topics identified through the Materiality Analysis process so as the Group to be constantly aware of stakeholder needs (internal and external) but also take into account the existing socio-economic trends in relation to its impacts (positive or negative).
In the context of the Group's Sustainable Development Policy, corporate responsibility is in line with the ESG (Environmental-Social-Governance) criteria / principles and focuses on four (4) areas of activity:
1. Environmental protection,
2. Promotion of Human Value,
3. Strengthening the Social Footprint,
4. Development of a Responsible Market
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
56
Metric ATHEX C-S1: Stakeholder engagement
Metric ATHEX C-G3: Materiality
During the Group’s history, relationships of trust have been built with all its stakeholders, remaining true to the principles governing its business operation:
Respect for humans and the natural environment
Value creation for employees, business partners, customers, and shareholders
Contribution to society through targeted actions
Honesty and reliability
On a daily basis, the Group strengthens and expands the stakeholder engagement process to build relationships of trust and enhance transparency. The Group identifies and prioritizes its stakeholders according to their degree of influence on the Group's operations and vice versa. More information on the main stakeholder categories, channels and stakeholder engagement methods, their frequency, as well as the main topics of interest, will be published in the Sustainable Development Report of the GEK TERNA Group, in June 2022.
In the context of its Sustainable Development Policy, the Group focuses on those issues that concern and affect its stakeholders as well as those that have impacts on the organization itself. More information on the material topics of the Group will be published in the Sustainable Development Report of the GEK TERNA Group, in June 2022.
Governance
Metric ATHEX C-G2: Sustainability Oversight
Corporate Governance is the set of principles, established rules and business practices applied by public limited companies for their organization, operation, management, and control, to ensure business continuity and therefore their ability to create value for their shareholders and other stakeholders. Τ he responsible and good Corporate Governance that the Group promotes across the whole range of its activities, is reflected in the Greek Code of Corporate Governance that the Management has adopted.
As the higher governing body, the Board of Directors lays down the guidelines and ensures the effective implementation of the strategy, aiming at safeguarding and promoting the long-term interests of all shareholders, applying terms and methods that establish the company’s credibility within the business community and the wider social environment, ensuring, at the same time, respect for and towards any businessperson.
The Group’s Board of Directors is supported by Committees that have an advisory character and a special weight in its decision making. The Committees are as follows:
- Nominations Committee
- Remuneration Committee
- Investment Committee
- Audit Committee
- Regulatory Compliance Committee
GEK TERNA GROUP
Annual Financial Report of the fiscal year 1 January 2021 - 31 December 2021
(Amounts in thousands Euro, unless otherwise stated)
57
- Strategic Planning Committee
- ESG Committee
As a socially responsible Group, GEK TERNA combines its business activity with long-term value creation, giving priority to people, the environment, and society.
In 2021, the ESG Committee was established by the Board of Directors to monitor the company's performance and suggest improvements regarding the topics of environment, society, and corporate governance. The work of the Committee includes, inter alia, monitoring the integration of non-financial factors in the business strategy and decision-making, in order to ensure the Group remains resilient and ready to manage changes in the environment where it operates.
The ESG Committee meets whenever required and consists of five (5) members:
Sofia Staikou, Chairman- Independent- Non-executive member
Aikaterini Delikoura- Independent- Non-executive member
Pinelopi Lazaridou- Authorized Director/ Executive Member
Konstantinos Lam p rou - Executive Member
Angelos Benopoulos- Authorized Director/ Executive Member
Data Privacy Policy and use of cookies
Metric ATHEX C-G6: Data Security Policy
For GEK TERNA Group, the protection of the personal data of individuals who interact in any way with its companies is of paramount importance. For this reason, the Group implements a policy for the protection of personal data and has developed and implements an Information Security Management System, certified according to the international standard ISO / IEC 27001.
For the purposes of conducting business activities, the Group processes personal data which results to identification relating to natural persons (such as, for example, the company's customers,