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1....1. Message from the Chief Executive Officer 2 2. SIDENOR Group 5 3. Activities 7 4. Subsidiary Companies 7 5. Milestones in the History of the Company 8 6. Strategy - Targets

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  • 1. Message from the Chief Executive Officer 2

    2. SIDENOR Group 5

    3. Activities 7

    4. Subsidiary Companies 7

    5. Milestones in the History of the Company 8

    6. Strategy - Targets and Outlook 11

    7. Plants and Production 13

    8. Products and Services 17

    9. Major Projects 20

    10. Group Financial Data 22

    11. Company Management 25

    12. Corporate Responsibility and Sustainable Development 28

    13. Invitation to the General Ordinary Shareholders’ Meeting 30

  • 2012• CORINTH PIPEWORKS Group engages in the production of high quality medium and large

    diameter steel pipes for the transmission of oil, gas and water, as well as the production ofhollow sections for use in the construction sector.

    • Its production plants are located in Thisvi, Viotia, Greece and Polevskoy, Russia.

    • CORINTH PIPEWORKS is a member of SIDENOR Group, which is VIOHALCO's steelproduction, processing and trading division.

    TURNOVER

    155

    264235

    2010 2011 2012

    TOTAL ASSETS

    251300

    257

    2010 2011 2012

    EARNINGS BEFORE TAXES

    3

    7

    12

    2010 2011 2012

    EQUITY

    148151

    165

    2010 2011 2012

    at a glance

    Amounts in million euro

  • 2 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • 1. Message from the Chief Executive Officer

    2012 was a year marked by strong uncertainty and volatility worldwide. In this context, thestrategic choice of CORINTH PIPEWORKS Group to focus on significant energy markets resultedin its improved profitability.

    More specifically and despite the drop in turnover which amounted to euro 234.7 million in2012 compared to euro 264.1 million last year, the Group managed to boost considerably itsprofitability. As a result, in 2012 consolidated gross profit amounted to euro 44.1 millioncompared to euro 41.4 million, while consolidated earnings before interest, taxes, depreciationand amortization (EBITDA) amounted to euro 21.3 million compared to euro 18.1 million,registering a 17.7% increase. The EBITDA margin was also improved and in 2012 stood at 9.1%of consolidated turnover compared to 6.8% last year. Consolidated earnings before taxes roseby 73.2% and in FY 2012 amounted to euro 11.8 million compared to euro 6.8 million in 2011,while consolidated earnings after taxes and minority interest amounted to euro 9.7 million(euro 0.0779 per share) compared to euro 5.6 million (euro 0.0453 per share), registering a 71.9%increase. It is also worthwhile noting that the Group managed to reduce considerably netborrowing, which amounted to euro 22.4 million on 31.12.2012 compared to euro 40.9 millionon 31.12.2011, as a result of the more effective working capital management, in terms ofinventory management and raw materials purchases.

    The main pillar of strategic growth of CORINTH PIPEWORKS Group includes the expansion tothe international markets, where the Group already operates and also to new markets withmajor growth prospects, while emphasis is laid on the expansion of the product rangemanufactured. In this context, an agreement was signed with the German equipmentmanufacturer SMS Meer, for the supply of a JCOE large-diameter pipe mill for longitudinallywelded pipes. This new investment enables a significant expansion of the product range inorder to meet the growing global demand for high-strength offshore and onshore energy pipes.Moreover, it is important to note the increase in the sales of natural gas and casing pipes (OCTG)in the markets of North America and North Africa.

    During the last few years, through the ongoing investments made and the advanced know-how developed, CORINTH PIPEWORKS has succeeded in consolidating its top position in theworldwide market of pipe manufacturers, being one of the most reliable partners. Thus, theCompany is in a position to capture a considerable part of the emerging demand arising fromnew energy and infrastructure projects. Owing to the quality of the manufactured productsand its healthy financial structure, the Group has become particularly competitive, withmanagement being optimist for the Group’s performance in the next years.

    Apostolos PapavasileiouChief Executive Officer

    3

  • 4 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • CORINTH PIPEWORKS is a member of SIDENOR Group. SIDENOR Group is VIOHALCO's steel production,processing and trading division. The Group is the largest greek long steel producer, having a leadingposition not only in Greece, but also in Southeast Europe.

    SIDENOR Group's production and commercial operations consist of 20 subsidiaries or affiliatedcompanies with headquarters in Greece and another 16 companies in foreign countries. The Groupretains a presence in Greece, Bulgaria, Russia and FYROM:

    Company Direct & Indirect Country% Participation

    SIDERAL STEEL SHPK 100.00% AlbaniaAEIFOROS BULGARIA S.A. 90.00% BulgariaPORT SVISHTOV WEST S.A. 73.09% BulgariaPRISTANISHTEN KOMPLEX SVILOSA EOOD 73.09% BulgariaPROSAL TUBES S.A. 100.00% BulgariaSIGMA S.A. 69.28% BulgariaSTOMANA INDUSTRY S.A. 100.00% BulgariaTEPRO STEEL EAD 100.00% BulgariaBOZETTI LTD 100.00% CyprusDOMOPLEX LTD 45.00% CyprusJOSTDEX LTD 94.00% CyprusDOJRAN STEEL LLCOP 100.00% FYROMAWM SPA 34.00% ItalyAEIFOROS S.A. 90.00% GreeceARGOS S.A. 69.28% GreeceBEAT S.A. 41.60% GreeceBEMET S.A. 100.00% GreeceBET S.A. 64.01% GreeceBIODIESEL S.A. 16.00% GreeceCORINTH PIPEWORKS S.A. 78.55% GreeceDIA.VI.PE.THIV. S.A. 70.10% GreeceDIAPEM S.A. 33.35% GreeceEL.K.E.ME. S.A. 20.00% GreeceERLIKON S.A. 98.86% GreeceETIL S.A. 69.98% GreeceMETALLOURGIA ATTIKIS S.A. 50.00% GreecePRAKSYS S.A. 51.00% GreecePROSAL S.A. 100.00% GreeceSIDENOR STEEL INDUSTRY S.A. 100.00% GreeceSIDIREMPORIKI MAKEDONIAS S.A. (SIDMA S.A.) 24.59% GreeceSOVEL S.A. 64.01% GreeceTHERMOLITH S.A. 63.00% GreeceV.EPE.M S.A. 50.00% GreeceSIDEROM STEEL SLR 100.00% RomaniaZAO TMK-CPW 38.49% RussiaSIDEBALK STEEL DOO 100.00% Serbia

    Note: Based on the financial statements of 31.12.2012.

    2. SIDENOR Group

    5

  • SIDENOR Group’s operational activity is fully vertical and includes the following sectors:

    • Production of liquid steel (meltshops): billets, slabs, blooms.• Production of long steel products: concrete reinforcing steel in bars and coils, meshes, merchant bars,

    wire rods.• Production of pipes and hollow structural sections: line pipes for oil, gas and water transmission,

    pipes and hollow structural sections for constructions.• Production of plate products: steel plates, narrow hot rolled strip.• Downstream operations: wire products, structural meshes and cages, concrete reinforcing steel fibres,

    by-product recycling, special high-precision bright steels.

    CORINTH PIPEWORKS and its subsidiaries are SIDENOR Group's pipe and hollow section arm.

    The highly important investment planimplemented during the last 15 yearsin SIDENOR Group has ensured anextensive production base andcompetitive commercial presence in allmarkets in which the Group operates,and falls under the overall strategyaiming at further optimisation andproductivity of the plants, whilestrengthening occupational safety andsustainable development.

    SIDENOR Group closely monitors alldevelopments on the internationaleconomic stage and is ready andflexible to adjust accordingly and takeadvantage of any opportunities that may arise.

    C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 26

  • CORINTH PIPEWORKS began operating in 1969 and since then it has become a strong Group ofcompanies active in the production of medium and large diameter steel pipes for the transmission ofoil, gas and water, as well as in the production of hollow sections for use in the construction sector.

    The Group's production plants are located in Thisvi, Viotia, Greece and Polevskoy, Russia. The clientele ofCORINTH PIPEWORS Group includes, among others, the following companies: Chevron, BP, the PublicGas Corporation (DEPA), Hellenic Gas Transmission System Operator (DESFA), OMV, GRTGAZ, Snam,National Grid, RWE, Spectra Energy, Energy Transfer, Denbury, DCP Midtream, McJunkin, Spartan, EPCO,Spectra, Enbridge, Cheniere Energy, Talisman, STEG, Sonatrach, PDO, OGC, Aramco, Socar, ABB, EDF, TIGF,Saipem, Genesis, Allseas and Subsea 7 and others.

    The Group’s main production plant is located in the Thisvi Industrial Area in Viotia, Greece and its annualproduction capacity is 775,000 tons (metric). The total area of the plant’s facilities is 497,000 m2, 83,000m2 of which are covered. The plant began operating in 2002. The Thisvi Industrial Area includes a portwhich provides port and dockside cranes, forklifts and other cargo loading/discharging equipment. Theuse of the port facilities ensures that CORINTH PIPEWORKS enjoys reduced delivery times for rawmaterials and dispatch times for final products, as well as lower transport costs.

    CORINTH PIPEWORKS’ second production plant is located in Polevskoy, Russia and is owned by the ZAOTMK-CPW joint venture, which was founded by the Group in cooperation with TMK, one of the largestpipe manufacturers worldwide. The plant has a total annual production capacity of 200,000 tons anddistributes its products in Russia and the Commonwealth of Independent States.

    CORINTH PIPEWORKS has been listed on the Athens Stock Exchange since 1998, while since 2004 themajority of the Company’s share capital is owned by SIDENOR Group.

    7

    3. Activities

    4. Subsidiary Companies

    CPW America Co (100%)(USA)

    ZAO TMK -CPW (49%)(Russia)

    WARSAW TUBULARTRADING SP.ZO.O. (100%)

    (Poland)

    HUMBEL Ltd. (100%)(Cyprus)

    DIA.VI.PE.THI.V.S.A. (21.75%)(Greece)

    The primary activities of CORINTH PIPEWORKS Group’s subsidiaries are to provide support to the parentCompany, at an operational and production level, as well as at the promotion and customer service level.

  • n Incorporation ofCORINTHPIPEWORKS andstart of operationsof the SAWH unit inCorinth for theproduction of largediameter steelpipes.

    n The ERW/HFIfacility in Corinth iscompleted andbegins operation.

    n Certificationof theCompany’sQualityManagementSystem inaccordancewith the ISO9002standard.

    n Certification ofCORINTHPIPEWORKSaccording to theAPI Q1 standardof the AmericanPetroleumInstitute (API).

    19691988

    1998

    n Thisvi plantbeginsoperations.

    2001-02

    n SIDENOR Groupacquires the majorityshareholding inCORINTH PIPEWORKS.

    n An extensiverestructuring plan islaunched.

    2004

    n The Company’srestructuringprogramme isconcluded.

    n Formation of a jointventure with TMK toproduce mediumdiameter steel pipes inRussia.

    2006

    n The ZAO TMK-CPWjoint ventureestablishes itspresence in theRussian market.

    n Completion ofinvestment in thelarge-diameterhelical submerged arcwelded pipe (SAWH)production plant inThisvi, increasing itsproduction capacityto 375,000 tons.

    2008

    n Completion of investment forthe production of hollowstructural sections (beams) atthe TMK-CPW plant in Polevskoy,Russia.

    n Publication of second CorporateResponsibility and SustainableDevelopment Report, accordingto GRI reporting standards. ThisReport is more thorough interms of indicators pursuant toGRI-G3 standard and falls underGRI Level B.

    n The Corporate Responsibility andSustainable Development Reportreceives a High Performancecommendation from theUniversity of the Aegean.

    2010

    19771993

    n Certification ofCORINTHPIPEWORKS’QualityManagementSystem, inaccordance withthe ISO 9001internationalstandard.

    2003n The ZAO TMK-CPW joint ventureplant beginsoperations inPolevskoy, Russia.

    2007

    n Upgrading of the ERW/HFIline to produce steel pipeswith an external diameter of26'' (a world first).

    n Publication of the firstCorporate Responsibility andSustainable Growth Report,according to GlobalReporting Initiativeguidelines, G3 Edition.

    2009

    n Corinth plantcloses down.

    2005

    n Certification of theHealth and SafetyManagement Systemaccording to the OHSAS18001 internationalstandard and theEnvironmentalManagement Systemaccording to the ISO14001 internationalstandard.

    2000n Upgrade ofexternal coatingmill with acidwashinstallation.

    2011

    n A Weld-on Connectorsunit is installed incooperation with MITEand OSI.

    n A Memorandum ofUnderstanding (MoU) issigned with SMS Meerfor the supply of a newproduction unit fornatural gas and oiltransmission pipes, usingthe LSAW-JCOEproduction technique.

    2012

    n CORINTH PIPEWORKS shares arelisted on the Athens StockExchange.

    n Implementation of aninvestment plan to construct anew plant in Thisvi, Viotia andto upgrade the existing plant inCorinth.

    98

    5. Milestones in the History of the Company

    The major milestones in the history of CORINTH PIPEWORKS since 1969are as follows:

    C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

    The companies in the consolidated financial statements are as follows:

    CPW AMERICA subsidiary is headquartered in the USA and its mission is to promote CORINTH PIPEWORKSproducts and to serve directly the needs of the Group’s customers in North and South America.

    HUMBEL LTD controls 49% of the joint venture TMK-CPW in Russia, which produces medium diametersteel pipes for the transmission of oil and gas.

    DIA.VI.PE.THI.V. S.A. is engaged in managing the Thisvi Industrial Area, in which the Group’s mainproduction plant is located.

    The WARSAW TUBULAR TRADING subsidiary is based in Poland and its primary activity is to participatein companies engaged in similar activities.

  • 10 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • The strong uncertainty and volatility in international markets continued during fiscal year 2012. Thestrategic choice of the Group to focus on the international markets enabled it to record improved,profitable results.

    CORINTH PIPEWORKS Group’s management is steadily committed to implementing its strategic planning,expanding its activities to the international markets in which it operates and also to new developingmarkets. Meanwhile, management is oriented to expanding the offered product range, thus bolsteringthe Group’s position in the international markets and rendering it one of the most important and reliableenergy pipe manufacturers worldwide. CORINTH PIPEWORKS, having strong capital structure, looksforward to further strengthening its activities, capitalizing on the positive expectations that derive fromthe increase of the growth rate in foreign markets, as well as the investments in new energy andinfrastructure projects.

    The primary strategic goals of CORINTH PIPEWORKS Group are the following:

    • Reduction of operating costs, aiming at improving the Group’s competitiveness. • Continuous optimisation of production plant’s efficiency.• Expansion of its activity into the markets of Europe, North America, North Africa and the Middle

    East.

    • Enrichment of the product range, aiming at strengthening the Group’s presence at a commerciallevel through innovative solutions, with high added value for customers.

    • Maintenance of the current financial structure.

    6. Strategy - Targets and Outlook

    11

    The strategic choice ofCORINTH PIPEWORKS Groupto focus on the internationalmarkets enabled the Groupto record improved,profitable results. LARGE PROJECT IMPLEMENTATION

    DETAILS IN PAGES 20-21

  • 12 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • 13

    The CORINTH PIPEWORKS Group’s main facility is located in the Thisvi Industrial Area (Viotia). Moreover, in2007 the Group set up the ZAO TMK-CPW joint venture with TMK and has been operating a plant inPolevskoy, Russia.

    Thisvi Plant (Greece)

    CORINTH PIPEWORKS plant in Thisvi started operating in 2002 and produces pipes for the energyindustry, as well as hollow sections for the construction sector. The plant’s primary competitiveadvantages include its strategic location near a port, its flexible production process and the adoptionof best practices at a production and distribution level.

    Plant facilities occupy a total area of 83,000 m2, while the total size of the property owned by theCompany in the area is 497,000 m2 (nearly 50 hectares).

    The plant’s mechanical equipment is considered to be among the most advanced in the world and wasprocured from major recognised international firms, like SMS-MEER and MEG.

    Since 2002, a fully equipped port has been in operation within the Thisvi Industrial Area, about 2 kmfrom CORINTH PIPEWORKS’ plant, guaranteeing competitive transportation costs and reduced deliverytimes for raw materials and dispatch times for final products. Port facilities include port cranes, forkliftsand other cargo loading/discharge machinery, which meet the International Ship and Port FacilitySecurity Code – ISPS code.

    CORINTH PIPEWORKS is gradually implementing a medium-term investment plan with the goal ofincreasing the plant’s production capacity and expanding the range of products the plant can offer.Within this framework, during 2009 for instance, the upgrade of the ERW/HFI line from 24" to 26" wascompleted. It is worthwhile noting that the production of pipes of 26" in external diameter by applyingthe ERW/HFI method has been pioneering worldwide.

    In addition, in early 2013, CORINTH PIPEWORKS S.A. signed a memorandum of understanding with theGerman manufacturer of equipment SMS Meer, for the supply of a new pipe mill that will be able toproduce LSAW (Longitudinal Submerged-arc Welded) pipes with outside diameters from 18 to 56inches, wall thicknesses up to 40 mm and pipe lengths up to 18.3 m in high-strength steel grades up toX100, using the LSAW/JCOE production technique.

    By this planned investment, CORINTH PIPEWORKS S.A. is aiming at expansion of its product range inorder to capture the fast growing global demand for high strength offshore and onshore energy pipes,which meet very strict quality criteria and thus offering a unique product range, and excellent customerservice. With these products, CORINTH PIPEWORKS targets, among others, on Mediterranean Region,Gulf of Mexico, Latin America, West Africa and North Sea.

    7. Plants and Production

  • Thisvi Plant Production Process

    The steel pipes used in the energy industry vary and differ depending on the application and thetechnical requirements of each project.

    The basic categories of steel pipes are the following:

    Seamless pipesSeamless pipes used in oil and gas extraction and for underwater pipelines.

    LSAW pipesLarge-diameter longitudinal submerged arc welded pipes used for underwater pipelines.

    ERW PipesLongitudinal seam electric resistance welded, medium and large diameter pipes used in oil andgas transport and extraction.

    SAWH pipesHelical seam SAW pipes of large diameter for transporting oil, gas and water.

    CORINTH PIPEWORKS’ plant in Thisvi manufactures ERW/HFI and SAWΗ pipes, while the investment in anew pipe manufacturing unit by using the LSAW-JCOE technique is underway.

    • Longitudinal seam ERW/HFI line – (Electric Resistance Welding / HighFrequency Induction)

    In electric resistance welding/high frequency induction welding (ERW/HFI), the raw material is steel coilof high quality (API hot rolled coil). The ends to be welded are mechanically pressed together, while therequired welding temperature is provided by the resistance of the pipe material to the electrical currentflowing through it.

    The annual production capacity of the ERW/HFI unit is 400,000 tons and pipe diameters range from 8 5/8"to 26". The ERW/HFI unit produces also large hollow sections (from 180x180 up to 500x500 and 600x400mm), which are widely used in metal constructions.

    • SAWH (Submerged Arc Welding-Helical) UnitThe submerged arc-welded helical seam line produces large diameter steel pipes (26"-100") using highquality steel coil (API HRC) as raw material. The welding is achieved by joining metal ends, which are heatedwith one or more electrical arcs that are formed between one or more bare metal electrodes and the piecesto be joined. The annual production capacity of this line is 375,000 tons.

    14 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • • External & internal coating units Depending on each project’s technical requirements, as determined by the environment, the weatherconditions and the content of corrosive substances in the oil or gas being transmitted, the pipes thatare manufactured may require anti-corrosive protection.

    CORINTH PIPEWORKS operates three units for the external and/or internal coating of the pipes itproduces:

    TCP 40 UnitThis particular unit handles pipe coating with a triple layer of PE (polyethylene) or PP(polypropylene) or with FBE (epoxy paint) of one or two layers.The TCP 40 unit can coat pipes with an outside diameter of up to 40''.

    TCP 100 UnitThis unit also handles external coating with the abovementioned materials on pipes with anoutside diameter of up to 100".

    These two unit (TCP 40 and TCP 100) have an approximate total capacity of 6.3 million squaremetres per year.

    TLP 56 internal lining unitThe internal coating of pipes with epoxy material takes place in the TLP 56 unit. It can processpipes with an external diameter of up to 56", while its total production capacity is approximately2 million square metres per year.

    Girth Welding facilityThis particular facility deals with the Weld-on Connectors used in casing pipes in order to providean integrated product to customers. The facility operates in cooperation with MITE and OSI forthe wider market in the Mediterranean Region.

    Polevskoy Plant (Russia)

    The Group’s first production plant outside Greece began operating in 2007, within the framework ofthe ΖΑΟ ΤΜΚ-CPW joint venture. This joint venture is the result of a partnership between CORINTHPIPEWORKS (through its 100% subsidiary HUMBEL LTD, which controls 49% of the joint venture) andTMK, the largest pipe manufacturer in Russia and one of the top three in the world. The ZAO TMK-CPWjoint venture facilities are located in the town of Polevskoy (Seversky area) in the STW (Seversky TubeWorks) plant, a subsidiary of TMK.

    The plant's primary activity is to produce longitudinal seam high-frequency welded pipes of up to 21".The equipment used has very high technical specifications and allows for the production of pipesmeasuring 168-530 mm in diameter, with 4.8-12.7 mm wall thickness and up to 18 m in length, as wellas hollow sections, in accordance with international quality standards. The plant’s total annualproduction capacity is 200,000 tons.

    15

  • 16 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • CORINTH PIPEWORKS produces three main productcategories: line pipes, pipes for oil or gas wells (casingpipes) and hollow sections. Furthermore, it providesa range of added value services, such as further pipeprocessing, transportation and storage on behalf ofthird parties.

    Line Pipes

    The uses of line pipes include the transmission of gas,oil and water and must meet specific qualityspecifications, depending on their intended use. In thecase of fuel (liquid or gas), the requirement is a strictadherence to safety specifications, while in the case ofwater transmission, the pipes must meet high hygiene specifications to ensure the suitability of the potablewater’s quality.

    CORINTH PIPEWORKS plants produce either longitudinal seam ERW/HFI or helical seam SAWH line pipes, inaccordance with international standards or specific customer requirements. Line pipes are produced ingrades up to X80.

    Casing Pipes

    Casing pipes are used in drilling for extracting oil and gas. These are high frequency inductionlongitudinally welded (ERW/HFI) casings, manufactured in accordance with international standards orcustomers’ specific requirements in grades H 40 and J 55.

    Hollow Structural Sections

    Hollow sections are widely used in the construction sector and especially in metal constructions. Theshape of the final product may be circular, square or rectangular, while their length varies in accordancewith customer specifications.

    Hollow sections are manufactured in accordance with the European standard EN 10219.

    8. Products and Services

    17

  • 18 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • 19

    Services

    Besides its production activities, CORINTH PIPEWORKS provides a range of added value services to itscustomers, including:

    • Internal and external coating of pipes produced at other pipe works.• Storage of pipes.• Procurement of pipes or assignment of pipe coating outside CORINTH PIPEWORKS’ product

    range to approved subcontractors, within the framework of large projects, to provideintegrated solutions.

    • Combined transportation of pipes, including ship loading, sea transportation, discharge androad transportation.

  • • Major ERW/HFI projects

    ENTITY/ PROJECT COUNTRY PROJECT OBJECTIVE YEAR

    AIBEL/BP -IN AMENAS Algeria Gas 2012 (completion in 2013)ALLSEAS /BG NORGE - KNARR FIELD DEVELOPMENT Norway Gas 2012 (completion in 2013)CHAPARRAL - COFFEYVILLE CO2 USA CO2 2012COLUMBIA GAS - MIDSTREAM USA Gas 2012DENBURY - GREENCORE CO2 USA CO2 2012KEMPER COUNTY IGCC PROJECT CO2 PIPELINE USA CO2 2012MCJUNKIN REDMAN - EAGLE FORD USA Gas 2012MISSISSIPPI POWER / SOUTHERN - MITE - CONDUCTORS United Kingdom Conductors 2012NISOURCE - MIDSTREAM USA Gas 2012PIPEX - ENI GAS PIPELINE Italy Gas 2012SOCAR - GAS PIPELINE Azerbaijan Gas 2012SPARTAN - CONDUCTORS USA Conductors 2012TECHNOFRANCE / TRAPIL - GAS PIPELINE France Gas 2012DENBURY / GREENCORE CO2 USA CO2 2011DESFA / AG. THEODORI MEGALOPOLI Greece Gas 2011OMV YEMEN / BLOCK 60 Yemen Gas 2011RWE / BREAGH OFFSHORE DEVELOPMENT United Kingdom Gas 2011SAUDI ARAMCO/CONDUCTORS Saudi Arabia Drilling pipes 2011ABB / EL MERK LOT 3-4 Algeria Gas 2010BONATTI / EL MERK LOT 2 Algeria Gas 2010GASCO/EDECO EL MAADIA Egypt Gas 2010SAUDI ARAMCO/CONDUCTORS Saudi Arabia Drilling pipes 2010STEG/BASIN MINIER GAFSA VILLAGE Tunisia Gas 2010STEG/GABES ZARZIS DJERBA Tunisia Gas 2010WILLIAMS/PASCAGOULA EXPANSION USA Gas 2010BECHTEL / PILES United Arab Emirates Gas 2009BORD GAIS / CURRALEIGH WEST Ireland Gas 2009BP / IN AMENAS Algeria Gas 2009EDF ENERGY / WEST BURTON GAS United Kingdom Gas 2009GAZ DE FRANCE / ETREZ GENELARD France Gas 2009OMAN GAS CO. / MURAYRAT AL GHUBRAH Oman Gas 2009PDO / HARWEEL TO MARMUL Oman Gas 2009PLINACRO / LIKA TO DALMATIA Croatia Gas 2009STEG / GABES, ZARZIS, DJERBA Tunisia Gas 2009

    9. Major Projects

    20 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • • Major SAWH projects

    ENTITY/ PROJECT COUNTRY PROJECT OBJECTIVE YEAR

    DESFA - AG. THEODORI TO MEGALOPOLIS Greece Gas 2012GRT GAZ - ARC DE DIERREY France Gas 2012GRT GAS / HAUTS DE FRANCE France Gas 2011OMV AUSTRIA / WAG EXPANSION Austria Gas 2011SNAM RETE GAS / ZIMELLA GERVIGNANO Italy Gas 2011CARDINAL GAS/PERRYVILLE INTERCONNECT USA Gas 2010SPECTRA / TEMAX TIME III USA Gas 2010ENERGY TRANSFER / REED TO MALONE USA Gas 2009MITE-SAIPEM-SONATRACH / MENZEL Algeria Gas 2009SPECTRA ENERGY / EAST TO WEST USA Gas 2009

    • Production of pipes suitable for transmission under acid conditions (SourService)

    Having long experience in the steel pipes production, CORINTH PIPEWORKS provides its customers withtop quality products meeting the most rigorous sour service specifications.

    By way of example, we indicate that during 2012 CORINTH PIPEWORKS carried out some of the mostchallenging technological projects worldwide:

    • Denbury - Greencore CO2, USA: For the first time in cooperation with Arcelor-Mittal, SourService pipes of steel grade X70 were produced. These pipes were used to manufacture acarbon dioxide transmission network, so as to reduce air pollutants and ensure simultaneousstoring in oil fields for their optimum utilisation.

    • Chaparral - Coffeyville CO2, USA: Production of Sour Service pipes of steel grade X65 fortransmitting carbon dioxide.

    • Allseas - Knaar Field Development, UK: Production of Sour Service pipes of steel grade X65 forthe construction of a natural gas transmission submarine pipe in the North Sea. This particularproject was constructed by applying the most rigorous specifications due to the submarineinstallation and also due to the quality of the transmitted product.

    • Aibel - BP In Amenas, Algeria: Production of Sour Service pipes of steel grade X65 for theconstruction of a sour natural gas transmission pipe in Algeria.

    21

  • 10. Group Financial Data

    Consolidated Financial Results (amounts in euro thousand) 2010 2011 2012

    Turnover 155,019 264,144 234,666Gross profit 32,759 41,360 44,136Earnings before interest, taxes, depreciation & amortization (EBITDA) 14,264 18,076 21,273Earnings before interest and taxes (EBIT) 2,930 6,758 9,632Profits before taxes 2,890 6,814 11,802Earnings after taxes and minority interest -1,556 5,627 9,675

    % change 2010 2011 2012

    Turnover -45.6% 70.4% -11.2%Gross profit -61.2% 26.3% 6.7%Earnings before interest, taxes, depreciation & amortization (EBITDA) -65.3% 26.7% 17.7%Earnings before interest and taxes (EBIT) -90.2% 130.6% 42.5%Profits before taxes -89.7% 135.8% 73.2%Earnings after taxes and minority interest Losses Turnaround 71.9%

    Profit Margins (%) 2010 2011 2012

    Gross profit 21.13% 15.66% 18.8%Earnings before interest, taxes, depreciation & amortization (EBITDA) 9.20% 6.84% 9.1%Earnings before interest and taxes (EBIT) 1.89% 2.56% 4.1%Profits before taxes 1.86% 2.58% 5.0%Earnings after taxes and minority interest n/a 2.13% 4.1%

    TURNOVER

    22 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

    155

    264235

    2010 2011 2012

    (-46%)

    (70%)(-11%)

  • Consolidated Statement of Financial Position Data (amounts in euro thousand) 2010 2011 2012

    ASSETSFixed assets 150,514 133,279 127,896Inventory 43,476 63,673 47,443Trade and other receivables 29,937 64,543 54,282Other current assets 5,912 15,164 142Cash and equivalents 21,516 23,334 27,506TOTAL ASSETS 251,355 299,993 257,269

    EQUITY AND LIABILITIESLong-term borrowing 10,759 9,000 12,000Other long-term liabilities 15,669 13,836 13,756Short-term borrowing 15,959 55,245 26,250Other short-term liabilities 60,476 70,530 40,535Total liabilities 102,863 148,611 92,541Total Shareholders’ Equity 148,492 151,382 164,728Minority interest - - -Total Equity 148,492 151,382 164,728TOTAL LIABILITIES AND EQUITY 251,355 299,993 257,269

    FINANCIAL RESULTS

    23

    33

    2010 2011 2012

    14

    3 3-1

    41

    18

    7 7 6

    44

    21

    1012

    10

    Gross profitEarnings before interest, taxes, depreciation& amortization (EBITDA)

    Earnings before interest and taxes (EBIT)Profits before taxes

    Earnings after taxes andminority interest

  • Consolidated Cash Flows (amounts in euro thousand) 2010 2011 2012

    Operating cash flows 34,070 -35,172 18,696Investment cash flows -452 -433 -74Financing cash flows -24,814 37,526 -14,334Total cash flows 8,804 1,921 4,288Cash and cash equivalents at beginning of year 12,409 21,516 23,334Currency exchange differences 303 -102 -117Cash and cash equivalents at beginning of year 21,516 23,334 27,506

    Financial ratios 2010 2011 2012

    LIQUIDITYCurrent ratio Times 1.32 1.33 1.94Quick ratio Times 0.74 0.82 1.22

    ACTIVITYInventory turnover Days 130 104 91Accounts receivable turnover Days 70 89 84Accounts payable turnover Days 169 106 52

    VIABILITYInterest Coverage ratio Times 1.49 2.23 3.07Debt/Equity Ratio Times 0.69 0.98 0.56

    Stock Symbols SOLK (ATHEX)CORr.AT (Reuters)SOLK GA (Bloomberg)

    24 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

    CHANGES IN EQUITY & LOANS

    27

    149

    2010 2011 2012

    64

    151

    38

    165Loans

    Equity

  • Board of Directors

    Konstantinos Bakouris, Chairman of the Board of DirectorsKonstantinos Bakouris has been the Chairman of the Board of Directors of CORINTH PIPEWORKS since2005. He holds an MBA from DePaul University in Chicago, Ill. (USA). Since 2000, he is serving as aboard member in a number of VIOHALCO companies. He is Chairman of Transparency International -Greece (2006) and Chairman of the Board of the Greek-Russian Business Council. He served asChairman of the NET MED NV Board of Directors (2004-2008), Managing Director of the Athens 2004Olympic Games Organising Committee (1998-2000) and Chairman of the Board of the Hellenic Centrefor Investment (2001-2002). He has also served as Chairman of RALSTON ENERGY SYSTEMS EUROPES.A. and Member of the Worldwide Business Council of the same company (1986-1997). From 1970 to1986, he served as Financial Manager, Managing Director, Vice-President and General Manager ofUNION CARBIDΕ in Greece and Europe. Amongst other activities, he has also served as President ofthe EUROPEAN PORTABLE BATTERY ASSOCIATION, President of the Greek Community in Geneva,member of the Advisory Board of BUSINESS EUROPE, member of the WORLD PRESIDENTS'ORGANISATION (WPO), member of the MBA Advisory Board at DePaul University, Chicago and Vice-President of the Hellenic Management Association.

    Meletis Fikioris, Vice-Chairman, Non-Executive MemberMeletis Fikioris has been Vice-Chairman of CORINTH PIPEWORKS Board of Directors since January 2005.He has been a member of the Athens Bar Association since 1973 and has served as a legal advisor for anumber of companies, participating on their Board of Directors.

    Adamantios Vassilakis, Non-Executive MemberAdamantios Vassilakis is a graduate of Political and Diplomatic Studies at Brussels Free University, aswell as of the Chios Commercial School. In his long career in the diplomatic corps, he has served inmany countries (indicatively, among others, Yugoslavia, the former USSR and the US) and has heldhigh ranking positions in the Greek Ministry of Foreign Affairs. In 2002, he was named PermanentRepresentative of Greece to the United Nations, while in the same year, he was appointed chiefnegotiator representing Greece in discussions over FYROM's disputed name. In 2005, he waspromoted to Ambassador and represented Greece during the Country's term on the UN SecurityCouncil in New York (2005 – 2006). Within the framework of the Security Council, he participated inmissions to Central Africa (Congo, Burundi, Rwanda, Uganda, and Tanzania), Sudan and Afghanistan.He was also Chairman of the UN Security Council Sanction Committee on the Ivory Coast and Sudan,as well as of the Security Council's Informal Working Group on improving sanction effectiveness. In2007, he was appointed National Representative of Greece in the negotiations held under theauspices of the UN to find a permanent name for FYROM. He has been decorated with the GrandCross of the Order of the Phoenix.

    Ioannis Stavropoulos, Executive MemberIoannis Stavropoulos is a graduate of the University of Piraeus and has been working at VIOHALCO since1972. He has held the position of Financial Director at VITRUVIT S.A. (1978) and the position of GeneralManager at HELLENIC CABLES OF MESSOLOGHI S.A. (1989), KEM S.A. (1998) and at SIDENOR S.A. (1999).He is an executive member of HELLENIC CABLES S.A. and a member of the Board of Directors of otherVIOHALCO companies.

    Nikolaos Galetas, Independent Non-Executive MemberNikolaos Galetas is an independent member of CORINTH PIPEWORKS Board of Directors. He is a Theologygraduate of the University of Athens and has studied at the Vienna University of Technology (TechnischeHochshule Wien). He has earned an Electrical Engineering degree from the National Technical Universityof Athens. During his lengthy career, Mr Galetas has served on the boards of the Hellenic DevelopmentBank (ETVA), the Planning and Development Company (EPA) and the National Investment Bank for

    11. Company Management

    25

  • Industrial Development (ETEBA), where he also served as General Manager. Mr Galetas has also servedas a management consultant for ETEBA and EFG EUROBANK PROPERTIES S.A.

    He has been a board member of a number of companies, including EFG EUROBANK PROPERTIES REICand ERT-Greek Radio and Television (Vice-Chairman) and several ETEBA Group subsidiaries where heserved as Chairman of the Board of Directors during his many years with the Group. In addition, duringthe period 1990-92, he was advisor to the Ministers of the Interior, Agriculture and Coordination.

    Andreas Kyriazis, Independent Non-Executive MemberAndreas Kyriazis has served on the Company’s Board since 2005. Mr. Kyriazis is a graduate of the Chemistry,Physics & Mathematics Faculty of Athens University. He has served as Chairman of the Central Union ofGreek Chambers, the Union of Balkan Chambers, the Athens Chamber of Commerce and Industry, theHellenic Productivity Centre, the Greek Society for Business Administration and the Wood ProcessingAssociation. He was also Vice-Chairman of the Association of European Chambers of Commerce andIndustry and the Secretary General of the Association of Greek Chemists.

    26 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • Corporate Executives

    Apostolos Papavasileiou, Chief Executive OfficerApostolos Papavasileiou has been Chief Executive Officer at CORINTH PIPEWORKS since November 2010.He is a licensed Chemical Engineer from the School of Engineering at the University of Patras, Greece andalso holds an MBA from the University of Salford-Manchester, UK. Mr Papavasileiou worked at VIOHALCO asHead of Financial Planning, Budgeting and Reporting and has also served as Strategy and InvestmentPlanning Manager at SIDENOR Group. Previously, Mr Papavasileiou served in several managerial positionsat the NESTLE Group, both in Greece and Switzerland (Vevey), where he oversaw the supply chain,technical and industrial performance and operations strategies in projects around the world.

    John D Papadimitriou, Financial DirectorJohn D Papadimitriou took over as Chief Financial Officer of the Company in May 2011. He is an economistand a graduate of the Department of Economics, University of Piraeus. From 1998 to 2003, he worked as anauditor at PRICEWATERHOUSECOOPERS. In 2003, he joined financial services at CORINTH PIPEWORKS andheld various positions of responsibility until 2008. From 2008 to 2011, he worked as Financial Controller inNEWLEAD HOLDINGS, a shipping company listed on NASDAQ.

    Athanassios Kotzakaris, Plant DirectorAthanassios Kotzakaris holds the position of Plant Director in Thisvi since July 2009. He is a MetallurgicalEngineer, graduate of the National Technical University of Athens and holds a post-graduate degreein the Technology of Metals and Ceramic Materials from the University of Manchester Institute ofScience and Technology (UMIST). He joined VIOHALCO in 1996 at the subsidiary KEM as ProductionEngineer. Prior to assuming his duties at CORINTH PIPEWORKS, he worked as Production Manager atSIDENOR, as well as Technical Director at the SOVEL plant. Since 2004, he has been in charge ofSIDENOR Group’s rolling mills and in 2007 he assumed the position of Assistant Plant Director atCORINTH PIPEWORKS.

    Dimitris Koulaxizis, Commercial DirectorMr Koulaxizis has held the position of Commercial Director since July 2010. He is a graduate of theNational Technical University of Athens, Department of Mining and Metallurgical Engineering and hasearned an MSc from the University of Manchester Institute of Science and Technology (UMIST). He alsoholds an MBA from CIM (through Athens University of Economics). Before joining CORINTH PIPEWORKS,he was Sales Director for SIDENOR's pipe and hollow sections, merchant bars, special profiles and hot-rolled plate products (2003-2010); Commercial Director at ERLIKON (2000-2003); and also held variousexecutive positions at IDEAL REFRACTORIES Industrial S.A. (1992-2000).

    Nikolaos Sarsentis, Raw Materials Procurement DirectorNikolaos Sarsentis works at CORINTH PIPEWORKS since 2011. He is a Mechanical Engineer graduate ofUniversity College London with an MSc in Advanced Applied Mechanics and Management Science fromthe Imperial College of Science and Technology of the University of London. He has worked at SIDENORGroup since 2006 as Operational Director of the pipe sector. Previously, Mr Sarsentis held managementpositions at Friesland Foods, Tetra Pak, Alfa Laval and Diamant Boart.

    27

  • 12. Corporate Responsibility andSustainable Development

    Corporate Responsibility is one of the Company's strong commitments, not just for today but for thefuture, as we recognize the necessity for operating in harmony with nature, while in parallel having astrong presence in the economy, environment and the society in general. In 2012, CORINTH PIPEWORKSpublished its CSR and Sustainable Development Policy, disclosing its commitments per CorporateResponsibility Axis.

    CORINTH PIPEWORKS has recognised six main Corporate Responsibility sectors-axes on which it basesits action plan.

    CORINTH PIPEWORKS Corporate Responsibility Axes

    28 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

    Economic Development and sound Corporate GovernanceCORINTH PIPEWORKS, seeks to continually improve its financial position, through enhancingits competitive advantage and making continuous efforts to expand into new markets. TheCompany’s values regarding Sustainable Development, coupled with sound financialstructure, transparency and respect for people and the natural environment, will alwaysconstitute the foundations of our policy, in order to address the challenges of modernentrepreneurship.

    CorporateGovernance

    HumanResources

    Society Health

    & Safety

    Marketplace Environment

    CSR Axes

  • CORINTH PIPEWORKS, a company with a global presence, recognises the utmostimportance of decision-making and discussing the issues such as strategy and dailyoperations of the Company. Such issues undoubtedly affect future development andgrowth. CORINTH PIPEWORKS aims at developing and constantly updating thegovernance framework, to ensure that the full range of activities and communicationwith stakeholders is conducted through transparency, credibility and trust.

    Responsibility in the Marketplace CORINTH PIPEWORKS, through its long presence in the market (domestic andinternational), has managed to gain the trust of major organizations and companies fromthe energy and the construction industry. The Company aims to provide a high level ofservice, whenever asked to meet customer requirements and demands but alsothroughout the whole production process. The Company's product quality is directlylinked to the customers’ satisfaction. Therefore, CORINTH PIPEWORKS carefully selects itssuppliers, and in combination with the quality management systems that it implements,ensures the highest quality of its products.

    Responsibility for EmployeesCORINTH PIPEWORKS recognizes that its successful operations, continuous growth, andthe quality of its products and services are fully interrelated to the level and theperformance of its people. The Company places emphasis on developing a meritrecruitment system, a system of transparent rewards and promotion, as well as a soundsystem of training and development.

    Caring for Occupational Health and SafetyCORINTH PIPEWORKS is committed to on-going improvements of the Occupational Health andSafety Management System (OHSMS). In this context, the Company makes significantinvestments in accident-preventing activities and systematically trains its people to maintainhigh standards in workplace health and safety.

    Caring for the Environment CORINTH PIPEWORKS operates in a responsible manner and implements itsenvironmental commitments. The Company recognises the precautionary principle as afactor of utmost importance to Sustainable Development. For this reason, the Companyhas established, implements and constantly improves a certified EnvironmentalManagement System according to the international standard ISO 14001. The Company’starget is to protect nature and biodiversity, as well as to address the issues relating toclimate change. Moreover, CORINTH PIPEWORKS contributes to sustainable developmentby performing actions, which facilitate sound management of its waste through recoveryand recycling.

    Responsibility to Society CORINTH PIPEWORKS cares and supports local communities. The Company facilitatesa two-way communication with the people who live next door and develops socialaction programmes, taking into account their needs. CORINTH PIPEWORKS iscommitted to the development, job creation and the improvement of quality of lifeof the local communities.

    Detailed information about the Company's corporate responsibility activities per each CSR axis, is presentedin the CORINTH PIPEWORKS 2012 Corporate Responsibility and Sustainable Development Report, whichforms a separate section of this Report.

    29

  • NOTICEof Annual General Meeting of shareholders of“CORINTH PIPEWORKS S.A. PIPE INDUSTRY AND REAL ESTATE”Reg. No. 1343/06/Β/86/35No. in General Register of Commerce 264701000

    Under the provisions of the law and the Company's Articles of Association, the Shareholders of CORINTHPIPEWORKS S.A. PIPE INDUSTRY AND REAL ESTATE S.A. are hereby invited by the Board of Directors toattend the Company’s Annual General Meeting, to be held on Thursday 13 June 2013, at 10:00 am, at thePRESIDENT HOTEL, 43 Kifissias Ave., Athens, to discuss and decide on the following:

    AGENDA

    1. Approval of annual financial statements for the Company's 2012 financial year and related Directors andCertified Auditors reports.

    2. Discharge of Directors and Certified Auditors from all responsibility for damages related to FY 2012.3. Appointment of Certified Auditors and alternates for FY 2013 and approval of their remuneration.4. Election of new Board of Directors members.5. Appointment of members of the Audit Committee, according to article 37 of Law 3693/2008.6. Approval of Directors’ remuneration, according to article 24 par.2 of Codified Law 2190/1920.7. Permission - approval of agreements according to article 23 of C.L. 2190/1920.8. Various announcements.

    RIGHT TO ATTEND THE GENERAL MEETINGAnybody appearing as a shareholder in the records of the Dematerialised Securities System, managed by "HEL-LENIC EXCHANGES S.A." (former Central Securities Depository), in which the Company’s shares are kept, has theright to attend the General Meeting. A certificate in written form issued by the above entity should be used asa proof of the capacity to act as a shareholder, or alternatively the direct access to the electronic files of theentity. This capacity should exist on 08.06.2013 (Registration date), namely at the beginning of the fifth (5th)day before the date of the General Meeting and the pertinent written certificate, regarding the capacity ofshareholder, has to reach the company on 10.06.2013 at the latest, namely on the third (3rd) day before theholding of the General Meeting.

    With regard to the Company, anyone with shareholder status on the Registration Date has the right to attendand vote at the General Meeting. In the event of non-compliance with the provisions of article 28a of CL2190/1920, the shareholder in question may attend the General Meeting only by special permission.

    The exercise of the rights in question does not require the blocking of shares of the beneficiary or compliancewith any similar procedure which would limit the ability to sell or transfer shares during the period of time be-tween the Registration Date and the General Meeting.

    PROCEDURE FOR EXERCISING VOTING RIGHTS THROUGH A PROXYShareholders attend the General Meeting and vote in person or through proxies. Each shareholder can ap-point up to three (3) proxies. Legal entities can attend the General Meeting by appointing as their proxiesup to three (3) natural persons. Nevertheless, if the shareholder holds shares of a company appearing inmore than one securities account, the above restriction does not prevent the shareholder from appointingdifferent proxies for the shares appearing in each securities account in respect with the General Meeting. Aproxy acting on behalf of several shareholders may vote differently on behalf of each shareholder. Theproxy of a shareholder is required to inform the Company, before the General Meeting is called to order,about any specific fact which may be useful to the shareholders in assessing the possibility that a proxycould serve interests other than those of the shareholder. Within the scope of this paragraph, a conflict ofinterest could arise especially when the proxy:a) is a shareholder controlling the Company or is another legal person or entity which is controlled by this

    shareholder;

    13. Invitation to the General OrdinaryShareholders’ Meeting

    30 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • b) is a member of the Company's Board of Directors or management in general, or a shareholder whoexercises control of the Company, or other legal person or entity controlled by a shareholder who exercisescontrol of the Company;

    c) is an employee or certified auditor of the Company or a shareholder having control of the Company, orother legal person or entity controlled by a shareholder who controls the Company;

    d) is a spouse or first-degree relative of one of the natural persons mentioned in cases (a) through (c).

    The appointment or recalling of the shareholder’s proxy is executed in writing and communicated to the Companythrough the same procedure, at least three (3) days before the date of the General Meeting.

    The Company shall make the form to be used to appoint a proxy available on its website (www.cpw.gr). This formis to be submitted completed and signed by the shareholder to the Company’s Investors Relations Service at thisaddress: 16 Himaras Str., 15125 Maroussi, Greece, or sent by fax to: 0030 2106861347 at least three (3) days beforethe date of the General Meeting. The beneficiary is asked to confirm that the form appointing the proxy has beensuccessfully sent and received by the Company by phoning Mr. Konstantinos Kanellopoulos at 0030 2106861349.

    Each share issued by the Company has one voting right.The Company’s Articles of Association do not make provisions for attending the General Meeting through electronicmeans and without the physical presence of the shareholders at the place it is to be held, nor do they allow forshareholders to participate in voting from remote locations.

    MINORITY SHAREHOLDERS RIGHTSAccording to the provisions of article 26 of CL 2190/1920, as currently in force, the Company informs its share-holders of the following:(a) Following an application by shareholders representing one-twentieth (1/20) of the Company’s paid up share

    capital, the Company’s Board of Directors is required to include additional items on the agenda, providedsuch a request reaches the Board by 29.05.2013, namely at least fifteen (15) days before the General Meeting.The application for adding items to the agenda should be accompanied by relevant justification or a draft res-olution for approval by the General Meeting. The revised agenda shall be published in the same way as theprevious agenda, namely on 31.05.2013, thirteen (13) days before the date of the General Meeting. At thesame time, it shall be made available to shareholders on the Company’s website, together with the justificationand the draft resolution submitted by the shareholders, according to the provisions of article 27 par. 3 of CL2190/1920.

    (b) Following an application by shareholders representing one-twentieth (1/20) of the paid up share capital, the

    31

  • Board of Directors shall make available to shareholders the draft resolutions regarding the items to be includedin the initial or the revised agenda no later than 07.06.2013, namely six (6) days before the date of the GeneralMeeting, as per the provisions of article 27 par. 3 of CL 2190/1920, provided the application reaches the Boardby 06.06.2013, namely at least seven (7) days before the date of the General Meeting.

    (c) Following an application submitted to the Company by any shareholder by 07.06.2013, namely at least five (5)full days before the General Meeting, the Board of Directors is required to provide to the General Meeting thespecific information requested regarding the Company’s affairs, to the extent that this information could beuseful in properly evaluating the items on the agenda.

    The Board of Directors may provide a uniform response to shareholder applications having the samecontent. There is no obligation to provide information already available on the Company’s website,especially in question-answer form.

    In addition, following an application by shareholders representing one-twentieth (1/20) of the paid upshare capital, the Board of Directors is required to announce at the General Meeting the amounts paidduring the last two years to each Board of Directors member or to the managers of the Company, as wellas any benefits provided to the above persons for any reason or arising from any agreement betweenthem and the Company.

    In all the above cases, the Board of Directors may refuse to provide the information citing substantialcause, which shall be recorded in the minutes.

    (d) Following an application by shareholders representing one-fifth (1/5) of the paid up share capital, submittedto the Company by 07.06.2013 , namely at least five (5) full days before the General Meeting, the Board ofDirectors is required to provide at the General Meeting information regarding the Company’s businessaffairs and its assets. The Board of Directors may refuse to provide the information citing substantial cause,which shall be recorded in the minutes.

    The aforementioned time limits for exercising minority rights also apply in the event of Repeat GeneralMeetings.

    In all the aforementioned cases, shareholders submitting an application must show proof of their shareholderstatus and the number of shares they own when seeking to exercise these rights. Such proof may be acertificate issued by the entity where the securities are kept or verification of shareholder status acquired viadirect online connection between the entity and the Company.

    DOCUMENTS AND INFORMATION AVAILABLEThe information in article 27 par. 3 of CL 2190/1920 (text of the Notice for Annual General Meeting; totalnumber of Company shares and respective voting rights; comments by the Company Board of Directors onagenda items; and form appointing a proxy) shall be available in electronic form on the Company’s website,www.cpw.gr. Copies of the above documents shall also be available at the offices of the Company’s InvestorsRelations Service, at this address: 16 Himaras Str., 15125 Maroussi, Greece.

    Athens, May 22, 2013The Board of Directors

    32 C O R I N T H P I P E W O R K S S . A . • A N N U A L R E P O R T 2 0 1 2

  • CORINTH PIPEWORKS S.A.

    ANNUAL FINANCIAL

    REPORTFOR THE PERIOD

    01/01/2012 – 31/12/2012(according to regulations of Article 4 of L.3556/2007)

    Societe Anonyme Registration Number 1343/06/B/86/35

    General Commercial Reg. Number 264701000

    2-4 Mesogeion Ave. Athens

  • A3A N N U A L F I N A N C I A L R E P O R T D E C E M B E R 2 0 1 2

    Data and Information A4

    Statement by the Members of the Board of Directors A7

    Board of Directors Report of the Company A9

    Explanatory Report of the Board of Directors A16

    Statement of Corporate Governance A18

    Statements of Financial Positions A26

    Independent Auditor’s Report A30

    Contents Page

  • CORINTH PIPEWORKS S.A. (Pipe Industry and Real Estate)Company's No in the Registry of S.A.: 1343/06/Β/86/35 and General Commercial Reg. Number 264701000, Αthens Tower, Building Β', 2-4 Mesogeion Av., Αthens

    Financial data and information for the period from January 1, 2012 to December 31, 2012 (published as per L.2190/20, article 135, on companies preparing their annual financial statements, consolidated or not according to IFRS)The figures and information illustrated below, aim at providing summary general information about the financial position and results of CORINTH PIPEWORKS S.A. (the Company) and its GROUP. We advise the reader,

    before making any investment decision or other transaction concerning the Company, to visit the Company's web site where the financial statements together with the audit report, when required, are uploaded.Website: www.cpw.gr, Date of approval by Board of Directors: 27 February, 2013, Supervising authority: Ministry of Development (department for limited companies),

    Board of Directors: Bakouris Konstantinos - Chairman, Fikioris Meletios - Vice Chairman, Vassilakis Adamandios - Member, Stavropoulos Ioannis - Member, Galetas Nikolaos - Member, Kyriazis Andreas - Member. Certified auditor: Michalatos Konstantinos,Audit firm: PRICEWATERHOUSECOOPERS, Audit firm, S.Α., Review audit type: Unqualified opinion

    STATEMENT OF FINANCIAL POSITIONAmounts in euro

    GROUP COMPANY

    31 Dec 12 31 Dec 11 31 Dec 12 31 Dec 11

    GROUP COMPANYSTATEMENT OF CHANGES IN EQUITYAmounts in euro

    Equity at the beginning of the period (1/1/2012 & 01/01/2011 respectively) 151,382,235 148,491,805 146,893,233 144,886,085Total comprehensive income after tax (from continuing operations) 13,345,436 2,890,430 6,785,225 2,007,148________________ ________________ ________________ ________________Equity at the end of the period (31/12/2012 and 31/12/2011 respectively) 164,727,671 151,382,235 153,678,458 146,893,233________________ ________________ ________________ ________________________________ ________________ ________________ ________________

    31 Dec 12 31 Dec 11 31 Dec 12 31 Dec 11

    GROUP COMPANYCASH FLOW STATEMENTAmounts in euro

    Operating activitiesProfit before taxes 11,802,457 6,813,634 4,256,293 5,215,829Adjustments for:

    Depreciation of tangible fixed assets 11,640,345 11,311,924 11,626,554 11,300,440Amortization of intangible assets 800 6,383 800 6,383(Gains) / losses from sales of tangible fixed assets 4,000 - 1,848 -Additional tax on fixed assets 183 - 183 -Amortization of operating lease rentals 82,719 89,557 82,719 89,557Interest income (311,279) (298,126) (295,023) (289,323)Interest expense 3,450,253 3,324,061 3,447,721 3,234,300Provisions - (102,779) - (102,779)Remuneration to retiring personnel 175,805 305,864 175,805 305,864Income from dividends - - (1,346,998) (2,065,711)Non-effective portion of derivatives (71,611) 135,748 (71,611) 135,748Impairment of inventories 2,373,776 198,468 2,373,776 198,468Profit from associate companies (5,309,816) (3,081,948) - -Foreign exchange differences (9,975) 150,479 - -

    Changes in working capitalDecrease / (increase) of inventory 13,856,488 (20,395,440) 13,526,057 (19,880,513)Decrease / (increase) of receivables 24,999,553 (35,160,076) 18,967,050 (28,795,369)Increase/ (decrease) of liabilities (except loans) (36,818,793) 7,292,439 (26,133,413) (3,732,891)Increase / (decrease) of provisions (541,000) - (541,000) -Increase / (decrease) of the liabilities for remuneration to retiring personnel (285,029) (336,458) (285,029) (336,458)Interest paid (3,927,268) (2,682,215) (3,924,736) (2,592,454)Income tax paid (2,415,678) (2,743,651) (1,418,227) (2,631,034)________________ ________________ ________________ ________________

    Total cash (used in) generated from operating activities (a) 18,695,930 (35,172,136) 20,442,769 (39,939,943)________________ ________________ ________________ ________________

    Investing activitiesPurchases of tangible fixed assets (1,716,179) (1,376,588) (1,669,674) (1,371,523)Sale of tangible fixed assets 20,872 - 782 -Interest received 274,490 150,968 258,233 142,165Income from dividends 1,346,998 792,185 1,346,998 2,065,711________________ ________________ ________________ ________________Total cash (used in) generated from investing activities (b) (73,819) (433,435) (63,661) 836,353________________ ________________ ________________ ________________

    Financing activitiesProceeds from borrowings 32,699,998 91,663,419 32,699,998 91,663,419Repayment of borrowings (58,694,789) (54,137,141) (58,694,789) (54,137,141)Other short term financial liabilities 11,660,906 - 11,660,906 -________________ ________________ ________________ ________________Total cash / (used in) generated from financing activities (c) (14,333,885) 37,526,278 (14,333,885) 37,526,278________________ ________________ ________________ ________________

    Net (decrease) / increase in cash and cash equivalents (a)+(b)+(c) 4,288,226 1,920,707 6,045,223 (1,577,312)________________ ________________ ________________ ________________

    Cash and cash equivalents at the beginning of the period 23,334,335 21,515,604 16,825,856 18,403,168Translation differences in cash and cash equivalents (116,681) (101,976) - -________________ ________________ ________________ ________________Cash and cash equivalents at the end of the period 27,505,880 23,334,335 22,871,079 16,825,856________________ ________________ ________________ ________________

    1.01 - 31.12.2012 1.01 - 31.12.2011 1.01 - 31.12.2012 1.01 - 31.12.2011

    ASSETSTangible fixed assets 103,774,215 113,723,782 103,735,194 113,694,704Intangible assets - 800 - 800Investments in associated companies 18,779,478 14,369,590 1,073,950 1,073,950Investments in subsidiary companies - - 11,345,179 11,345,179Deferred tax assets 73,388 34,758 - -Financial assets 141,934 173,307 141,934 173,307Inventories 47,442,623 63,672,884 47,258,124 63,157,957Trade receivables 44,746,200 55,670,987 43,134,408 33,779,666Cash and cash equivalents 27,505,880 23,334,335 22,871,079 16,825,856Other assets 14,804,936 29,012,965 14,573,804 42,955,619________________ ________________ ________________ ________________TOTAL ASSETS 257,268,654 299,993,408 244,133,672 283,007,038________________ ________________ ________________ ________________________________ ________________ ________________ ________________EQUITY AND LIABILITIESShare capital 96,852,757 96,852,757 96,852,757 96,852,757Other equity items 67,874,914 54,529,478 56,825,701 50,040,475________________ ________________ ________________ ________________Total equity of the owners of the parent company (a) 164,727,671 151,382,235 153,678,458 146,893,232Minority interest (b) - - - -________________ ________________ ________________ ________________Total equity (c)=(a)+(b) 164,727,671 151,382,235 153,678,458 146,893,232________________ ________________ ________________ ________________Long term loans 12,000,000 9,000,000 12,000,000 9,000,000Provisions/other long term liabilities 13,756,382 13,835,592 14,035,607 14,173,200Financial items 109,343 4,361,683 109,343 4,361,683Short term loans 26,250,000 55,244,789 26,250,000 55,244,789Short term provisions 143,622 684,622 143,622 684,622Other short term liabilities 40,281,636 65,484,487 37,916,642 52,649,512________________ ________________ ________________ ________________Total liabilities (d) 92,540,983 148,611,173 90,455,214 136,113,806________________ ________________ ________________ ________________TOTAL EQUITY AND LIABILITIES (c) + (d) 257,268,654 299,993,408 244,133,672 283,007,038________________ ________________ ________________ ________________________________ ________________ ________________ ________________

    A4 C O R I N T H P I P E W O R K S S . A . P I P E I N D U S T R Y A N D R E A L E S T A T E

  • CORINTH PIPEWORKS S.A. (Pipe Industry and Real Estate)Financial data and information for the period from January 1, 2012 to December 31, 2012 (published as per L.2190/20, article 135, on companies preparing their annual financial statements, consolidated or not according to IFRS)

    Turnover 234,666,474 264,143,644 211,991,727 250,410,046Gross profit 44,136,446 41,359,690 39,105,178 39,657,403Profit before taxes, financing & investing results 9,631,617 6,757,621 6,061,990 6,095,095Financing and investing results 2,170,840 56,013 (1,805,697) (879,266)________________ ________________ ________________ ________________Profit before taxes 11,802,457 6,813,634 4,256,293 5,215,829Taxation (2,127,643) (1,186,874) (790,551) (900,207)________________ ________________ ________________ ________________Profit after taxes (A) 9,674,814 5,626,760 3,465,742 4,315,622________________ ________________ ________________ ________________Attributable to:Owners of the parent company 9,674,814 5,626,760 3,465,742 4,315,622Minority interest - - - -Other comprehensive income after tax (B) 3,670,622 (2,736,330) 3,319,484 (2,308,474)________________ ________________ ________________ ________________Total comprehensive income after tax (A)+(B) 13,345,436 2,890,430 6,785,226 2,007,148________________ ________________ ________________ ________________Attributable to:Owners of the parent company 13,345,436 2,890,430 6,785,226 2,007,148Minority interest - - - -________________ ________________ ________________ ________________

    13,345,436 2,890,430 6,785,226 2,007,148________________ ________________ ________________ ________________Earnings per share after taxes - basic and reduced 0.0779 0.0453 0.0279 0.0348________________ ________________ ________________ ________________Profit before taxes, financing & investing results and depreciation 21,272,762 18,075,928 17,689,344 17,401,918________________ ________________ ________________ ________________

    Additional data and information:1. The companies of the Group with their respective countries of residence and percentage holdings, included in the consolidated financial statements:Full consolidation method:CPW America Co Indirect 100% USAHUMBEL Ltd Direct 100% CYPRUSWARSAW TUBULAR TRADING SP.ZO.O. Direct 100% POLANDEquity consolidation methodZAO TMK-CPW Indirect 49.00% RUSSIADIAVIPETHIV S.A. Direct 21.75% GREECE

    2. The financial statements of the company are consolidated in the full consolidation method in the financial statements of Sidenor S.A. seated in Greece, which participates in the company's share capital with78,55%. The consolidated financial statements of Sidenor S.Α. are consolidated in the financial statements of Viohalco S.A.

    3. At the balance sheet date, there were lawsuits against the Company (and the Group) amounting to euro 143.622. Against the above mentioned cases provisions of the same amount have been formed. TheCompany and the Group have formed provisions for tax unaudited fiscal years amounting to euro 50.000, and other provisions amounting to euro 986.555 for the company and the Group.

    4. The encumbrances on the Company's fixed assets amount to euro 73.200.000. As at 31/12/12 the loan related to the encumbrance has been fully paid. There is an ongoing procedure at the mortgage bureauin order to lift the mortgages.

    5. In 2010, the Company has made an impairment to a receivable of ($ 24.864.102 or euro 18.627.586) due to its overdue status. On 31/12/2012, the same amount is valuated at euro 18.860.731. WhileCompany's judicial actions, both in Greece and other jurisdictions, for the collection of the aforementioned debt are ongoing and while no final judgments have been issued, the Company considers that forthe moment there is no reason to revise the provisions amounting to euro 9.462.843 (2011: euro 9.641.291) that has formed in its financial statements. Management estimates that potential loss will notexceed the impaired amount. During FY 2010, the company discounted the non impaired portion of the receivable with a rate of 1,58% for 15 months. In order to ensure its rights, according to the decisiontaken by the First Instance Court of Athens during the procedures related to provisional and protective measures, the company imposed a prudent attachment on the property of third party involved in thementioned case.

    6. The company has been audited by the Tax Authorities until the Fin.Year 2007. For FY 2011 PricewaterhouseCoopers performed the tax audit and a tax audit certificate was issued. There were no significantchanges in tax obligations beside those recorded and presented in the Company’s and Group’s financial statements. For FY 2012 PricewaterhouseCoopers S.A. is performing the tax audit. On completion ofthe tax audit, Management do not expect significant changes in tax obligations beside those recorded and presented in the Company’s and Group’s financial statements. Regarding the foreign subsidiariesand associated companies located abroad, they have not been audited from the tax authorities for the following fiscal years and since, their tax obligations for mentioned fiscal years are not finalized: α)CPW America Co (2007-2012), β) HUMBEL Ltd (2008-2012), WARSAW TUBULAR TRADING SP. ZO.O. (2009-2012) and ZAO TMK-CPW (2010-2012). For the unaudited financial years, the possibility of additionalor increased tax exists upon the year that the audit will be performed.Associated company DIAVIPETHIV S.A has been audited by the Tax Authorities until the FY 2009. For FY 2011 ABACUS S.A. performed the tax audit and a tax audit certificate was issued. There were nosignificant changes in tax obligations beside those recorded and presented in the Company’s and Group’s financial statements. The Group made a provision for additional tax based on the findings of the taxaudit on prior years. . For FY 2012 ABACUS A.E. is performing the tax audit. On completion of the tax audit, Management do not expect significant changes in tax obligations beside those recorded and presentedin the Company’s and Group’s financial statements.

    7. Number of employees at the end of the current period: Group 409, Company 401 (31/12/2011: Group 428, Company 421).8. Cumulative amounts of sales and purchases, since the beginning of the year and the balances of receivables and payables of the Group and the Company at the end of the year, resulting from its transactions

    with associated parties, according to the IFRS 24, are as follows:

    (Amounts in euro) GROUP COMPANYi) Sales of goods, services and fixed assets 8,005,427 121,161,712ii) Purchases of goods, services and fixed assets 6,584,215 5,693,622iii) Receivables from associated parties 12,455,916 12,296,405iv) Payables to associated parties 1,979,504 1,421,023v) Income from dividends 0 1,346,998vi) Directors' & Managers' remuneration 753,296 753,296

    9. In the Income Statement, in the account "Taxation", are included: provision for income tax, as well as deferred tax, which are illustrated below:(Amounts in euro) GROUP COMPANY

    31/12/12 31/12/11 31/12/12 31/12/11Income tax -2,954,474 -1,056,683 -1,635,346 -803,258Deferred tax 826,831 -130,191 844,795 -96,949

    10. The other comprehensive income after tax are: GROUP COMPANY31/12/12 31/12/11 31/12/12 31/12/11

    Translation differences from investment in associates 351,137 (427,856) - -Loss after taxes arising from change of fair value of cash flow hedge 3,319,485 (2,308,474) 3,319,484 (2,308,474)Οther comprehensive income after tax 3,670,622 (2,736,330) 3,319,484 (2,308,474)

    11. The amount in the Balance Sheet, related to "Other shareholders equity items", includes reserves from the issuance of shares above par amounting to euro 27.427.850.  12. On 31/12/2012, there were pending lawsuits against third parties. It is impossible to reach a reliable estimation of future financial benefits from a positive outcome of the said cases.

    GROUP COMPANYSTATEMENT OF COMPREHENSIVE INCOMEAmounts in euro 1.01 - 31.12.2012 1.01 - 31.12.2011 1.01 - 31.12.2012 1.01 - 31.12.2011

    Participation Percentage Countryholding

    Athens, February 27, 2013

    THE CHAIRMAN OF THE A MEMBER OF THE GENERAL MANAGER THE FINANCIAL DIRECTOR THE ACCOUNTING MANAGERBOARD OF DIRECTORS THE BOARD OF DIRECTORS

    ΚOΝSTΑΝΤΙΝΟS BAKOURIS IOANNIS STAVROPOULOS APOSTOLOS PAPAVASILIOU IOANNIS DIMITRIOS PAPADIMITRIOU PAVLOS KOYMPISId.C.No.: AB 649471 Id.C.No.: Κ 221209 Id.C.No.: AI 666035 Id.C.No.: AA 035130 Id. C. No.: AB 589945

    E.C.G. Licence No. 0018936 A Class

  • Hereby, it is confirmed that to the best ofour knowledge, the annual company andconsolidated financial statements of“CORINTH PIPEWORKS S.A.”, for year end2012 (1/1/2012 – 31/12/2012), have beenprepared in accordance with the Interna-tional Financial Reporting Standards andprovide a true and fair view of the assets,the liabilities, the own capital and the fi-nancial results of the company and the en-tities included in the consolidated finan-cial statements, taken as a whole.

    Furthermore, it is confirmed that to

    the best of our knowledge, the full yearBoard of Directors’ report presents in atrue way the progress, the performanceand the net equity position of the Com-pany as well as the companies included inthe consolidation in total, with a descrip-tion of the major risks and uncertaintiesthey confront.

    Moreover, the full year Board of Direc-tors’ report contains the Statement of Cor-porate Governance, providing informationas stipulated in the paragraph 3d article43a of Codified Law 2190/1920.

    Athens, February 27, 2013

    The Chairman of BoD Vice Chairman of BoD A member of the BoD

    Konstantinos Bakouris Meletios Fikioris Ioannis StavropoulosId.C. No : ΑΒ 649471 Id.C. No : M 326615 Id C. No: Κ 221209

    Statement by the Members of the Board of Directors(in accordance with the article 4, par. 2 of Law 3556/2007)

    Π7A N N U A L F I N A N C I A L R E P O R T D E C E M B E R 2 0 1 2 A7

  • A9A N N U A L F I N A N C I A L R E P O R T D E C E M B E R 2 0 1 2

    Dear Shareholders,Pursuant to the provisions of Law3556/2007, of Law 2190/1920, thedecision 7/448/11.10.2007 of theHellenic Capital Market Commission andthe provisions of Law 3873/2010 wesubmit the Annual Consolidated Boardof Directors Report of the company“CORINTH PIPEWORKS S.A.” for theConsolidated and the Company FinancialStatements of FY 2012.

    1. Group Financial performance Uncertainty and instability in the inter-national markets endured throughoutthe FY 2012. Foreign markets remainedthe strategic choices of “CORINTHPIPEWORKS” and led Group to presenttoward improved and positive results.

    Sales: Consolidated turnoveramounted to euro 234,7 million (2011:euro 264,1 million), marking a 11,2%decrease. Sales of energy sectoramounted to euro 210,6 million (2011:euro 240,9 million) or 12,6% decrease. Onthe other hand and despite theweakness of the European constructionsector, sales of structurals amounted toeuro 24,1 million, that is 3,9% higherthan 2011 (euro 23,2 million).

    Gross Profit: Consolidated gross profitincreased by 6,7% approximately versusthe previous year and stood at euro 44,1million (2011: euro 41,4 million). Despitelower sales, the increase of margins for theabove reasons resulted in gross margin of

    18,8% versus 15,66% in FY 2011.Administrative Expenses: They

    increased by 5,5%, (euro 7,2 millionversus euro 6,9, million in FY 2011)mainly because of the amortizationrelated to the new software upon whichthe company operates.

    Selling Expenses: They amounted toeuro 24,98 million, marking a 7%decrease versus 2011. That is the result oflower direct selling costs (freight, fees tothird parties etc.) due to lower sales.

    Financial Expenses (net): They amounted to euro 3,1 millionversus euro 3,0 million in FY 2011. Thismarginal increase is the result of highfinancial cost of borrowings, related tothe financial situation of the financinginstitutions that operates in Greece.

    Regarding the Russian energy market,we saw notable changes in the financialperformance of Russian ZAO TMK-CPW,49 % of which is held by HUMBEL Ltd..Taking advantage of the vast Russianenergy market, the said company gener-ated earnings after tax of euro 10,2million (2011 euro 5,6 million), markingan increase of 82,1% versus FY 2011.

    Consolidated profit before taxamounted to euro 11,8 million (euro 6,8million in FY 2011), that is a 73,2%increase. The consolidated after taxprofits amounted to euro 9,7 million,notably higher when compared to theconsolidated loss after tax of euro 5,6million in FY 2011.

    Board of Directors Report of the Company “CORINTH PIPEWORKS S.A.” on the consolidated and the

    Company Financial Statements for the period 1/1/2012-31/12/2012

  • A10 C O R I N T H P I P E W O R K S S . A . P I P E I N D U S T R Y A N D R E A L E S T A T E

    Constant efforts are made towardsmore efficient working capital manage-ment, contributing in a decrease of netborrowings. Specifically, net debt in 2012amounted to euro 22,4 million (2011:euro 40,9 million). Own equity isamounting to euro 164,7 millionshowing a important increase against FY2011 (euro 151,4 million).

    During FY 2010 the Companyproceeded to an impairment of receiv-ables ($ 24.864.102 or euro 18.627.586)being the result of delay in its collection.On 31/12/2012, the same amount isvaluated at euro 18.860.731. Collection ofthe amount of euro 18.350.404, which theCompany retained as collateral for afore-mentioned receivables, was not success-ful. While Company's judicial actions, bothin Greece and other jurisdictions, for thecollection of the aforementioned debt areongoing and while no final judgmentshave been issued, the Company considersthat for the moment there is no reason torevise the provisions amounting to euro9.462.843 (2011: euro 9.641.291) that hasformed in its financial statements.Management estimates that potential losswill not exceed the impaired amount.

    During FY 2010, the companydiscounted the non impaired portion ofthe receivable with a rate of 1,58% for15 months.

    In order to ensure its rights, accordingto the decision taken by the FirstInstance Court of Athens during theprocedures related to provisional andprotective measures, the companyimposed a prudent attachment on theproperty of third party involved in thementioned case.

    The Table 1.1 illustrates the evolutionof the key financial ratios.

    2. Risks and uncertainties Due to the nature of its activities, theGroup is exposed to a series of risks:financial and business ones. As far as itconcerns the financial risks (a detailedanalysis can be found in notes section),the most important of which are theforeign exchange risk, the interest raterisk, the credit and liquidity risk, as wellas the capital risk, several guidelineshave been issued, based on which, theFinancial Dept manages them. Morespecifically:

    i) Foreign exchange riskThe Group operates internationally(82,8% of the sales are to abroad, whileall raw materials are imported) and isexposed to foreign exchange riskarising from various currencies, butmainly from the US dollar. The Group

    Table 1.1 KEY FINANCIAL RATIOS

    31/12/2012 31/12/2011General Liquidity 1.94 1.33Own Capital/Total Assets 64% 50%EBITDA/Sales 9.1% 6.8%Earnings per share 0.0779 0.0453

    * EBITDA = Profit before taxes, financing & investing results and depreciation

  • A11A N N U A L F I N A N C I A L R E P O R T D E C E M B E R 2 0 1 2

    follows a full hedging policy, either withnatural hedging (purchase of resourcespriced in the sale currency) or with FXforwards or with both.

    ii) Interest rate riskThe Group’s interest rate risk arises fromborrowings. Borrowings issued atvariable rates expose the Group to cashflow interest rate risk. Borrowings issuedat fixed rates expose the Group to fairvalue interest rate risk. During 2012 and2011, the Group’s borrowings at variablerate (euribor + spread), were denomi-nated in euro.

    iii) Credit riskCredit risk arises from deposits, deriva-tive financial instruments (banks andfinancial institutions credit risk), as wellas credit, granted to customers(customer credit risk). Taking measures toface the Greek financial crisis, the Groupis banking with some of the largest andhealthiest financial institutions of theGreek market as well as some majorforeign financing groups, whose creditrating is at least CCC (Fitch) for thedomestic financial institutions and A(Fitch) for the foreign ones.

    The Group has adopted strict proce-dures for credit control and managementof political risk, reviewing data like finan-cial statements, payments’ record, possi-ble counter guarantees they can provideetc. A considerable part of sales is againstLCs or down payments. When this is notpossible, the company uses credit insur-ance, factoring and when required polit-ical risk insurance.

    iv) Liquidity riskPrudent liquidity risk managementimplies maintaining sufficient cash andthe ability of funding each project thatthe Group undertakes through anadequate amount of committed creditfacilities. Because of the different cashflow cycle of each project, the TreasuryDept. analyzes the needs and wheneverit is necessary, uses the committed creditlines with banks and other financial insti-tutions. It is noted that on 31/12/2012the Group had euro 27,5 million in cash.

    v) Capital riskThe said risk is related to the possibilityof operations’ interruption, in such a waythat the Group will not be able to yieldsatisfactory returns to its shareholdersand other stakeholders. The Group isalways trying to achieve the best mix offunds, in order to minimize its cost ofcapital. Therefore, in the prevailing condi-tions of increased uncertainty, the targetgearing ratio ranges from 40%.

    vi) Business risksRegarding business risks, the Groupoperates in the international energymarkets, which makes it more vulnerableto the prevailing competition. Possibledecrease on capital expenditures under-taken by major energy companies andthe protectionism of local companies arelikely to hinder the competitive positionof CORINTH PIPEWORKS. Furthermore,the fact that many core markets, as wellas the cost structure of some majorcompetitors are dollar based, in conjunc-tion with a potential euro appreciation,ceteris paribus, dictates a more aggres-

  • A12 C O R I N T H P I P E W O R K S S . A . P I P E I N D U S T R Y A N D R E A L E S T A T E

    sive pricing policy, that may lead tosqueezed profit margins.

    Sales in the energy sector are on aproject basis, where both selling pricesand cost of raw materials are fixedthroughout the execution period.However, the market of structurals isoften subject to major fluctuations ofprices and materials cost.

    The Group’s activities in the vastRussian energy market and its neigh-bouring countries, through its participa-tion in ZAO TMK-CPW, beyond theobvious advantages, expose the Groupto the economic conditions shapingthese countries. Given Russia’s depend-ency on the international commodityprices and especially on energy prices,potential return to the levels of 2009 willcertainly have an impact on ZAO TMK-CPW’s sales turnover and profitability.

    Furthermore, freight, which is a majorcost item for the Group, has beenextremely volatile in the last few years.Even though the Group may concludecontracts on a project basis, for a big partof its transportation requirements, incases when this is not possible, charter-ing is on the spot market, that in turnmay affect projects’ profitability.

    3. Prospects – Estimations Groups’ Management is focused contin-ues steadily towards its strategicplanning, expanding its activities inabroad markets in which it operates butalso in new developing markets. TheGroup also look toward a widerspectrum of its offered products,comforting its place in the internationalmarket as one of the most reliable pipe

    manufacturers in the world. With itsstrong capital structure, the Group“CORINTH PIPEWORKS” is expecting areinforcement of its activities, takingadvantage of the opportunities existingthe growing abroad markets andincreased investments in energyprojects and infrastructure.

    4. Transactions with related parties(IFRS 24)SIDENOR S.A. owns 78,55% of CORINTHPIPEWORKS S.A. shares, while theremaining 21,45% is free float. Theultimate shareholder of the Group isVIOHALCO S.A.

    In the Table 1.2 (p. A13), are illus-trated the important intra-company salesand other transactions with relatedparties (according to IAS 24), during thefull year 2012. The related parties aremembers of VIOHALCO Group.

    Finally, the remuneration to themembers of the Board and theManagement of the company, as wellas the receivables and the payablesfrom and to them, are illustrated in theTable 1.3 (p. A15).

    5. Facilities and branchesThe privately owned facilities of the plantare located in the industrial zone of ThisviViotia, on a total surface of 496.790 sq.m

    Η Εταιρία έχει σε λειτουργία τα κάτωθιThe Company has the followingbranches:• Warehouse and branch in Thisvi plant.• Headquarters in Athens.• Branch in the United Arab Emirates to

    support sales in the Persian Gulfmarket.

  • A13A N N U A L F I N A N C I A L R E P O R T D E C E M B E R 2 0 1 2

    Table 1.2 IMPORTANT INTRA-COMPANY SALES AND OTHER TRANSACTIONS WITH RELATED PARTIES

    Sale of goods to 31/12/2012 31/12/2011ANAMET S.A. 2,958,354.36 4,386,449.34METAL AGENCIES LTD 668,396.40 789,590.09PROSAL TUBES S.A. 68,203.65 93,966.25SΙDΜΑ ΒULGΑRΙΑ S.Α. 90,387.64 7,934.25TEPROMETAL AG 1,833,049.21 1,751,377.82ELVAL S.A. 12,262.64 0.00SIDENOR S.A. 1,455,054.89 401,988.04SOVEL S.A. 528.44 440.00HALKOR S.A. 1,893.85 44,514.24

    Sale of services to 31/12/2012 31/12/2011METAL AGENCIES LTD 1,152.50 0.00SOVEL S.A. 90.10 0.00BOZETTI LTD 139,420.09 127,426.96STEELMET (CY) LTD 8,000.00 6,000.00TEPROMETAL AG 49,263.15 5,691.12DIAVIPETHIV S.A. 359,125.02 397,991.89ELVAL S.A. 98,448.85 0.00HELLENIC CABLES S.A. 50,913.88 42,780.58ΕΤΕΜ S.A. 0.00 1,500.00METALOURGIA KORINTH S.A. 0.00 32,814.22PRAKSIS S.A. 5,310.18 3,998.00SIDENOR S.A. 159,893.83 149,918.71HALKOR S.A. 31,228.41 0.00BET S.A. 13,813.33 0.00SOFIA MED S.A. 0.00 250.78

    Sales of fixed assets to 31/12/2012 31/12/2011BET A.E. 157.40 0.00SIDENOR S.A. 469.87 0.00SOVEL S.A. 9.90 0.00

    Purchase of goods from 31/12/2012 31/12/2011FITCO S.A. 166,138.89 0.00LESCO LTD 295,086.47 250,965.13SOFIA MED S.A. 695,310.42 440,495.57ELVAL S.A. 236,518.71 0.00HELLENIC CABLES S.A. 4,878.76 6,894.26ERLIKON 5,020.24 4,238.28ETIL S.A. 3,618.00 10,798.60SIDENOR S.A. 2,197,475.38 6,918,155.54SIDMA S.A. 29,900.26 28,536.45TEKA SYSTEMS 0.00 565.00HALKOR S.A. 0.00 126,393.62

    Purchase of services from 31/12/2012 31/12/2011GENECOS S.A. 19,558.65 1,714.54METAL AGENCIES LTD 45,497.14 2,537.45TEKA SYSTEMS 114,100.00 404.24NOVAL S.A. 201,728.40 201,728.40SANITAS S.A. 0.00 534.14TEPROMETAL AG 172,573.07 164,524.94AEIFOROS S.A. 3,356.07 2,740.57ANTIMET S.A. 0.00 257.94BET S.A. 84,355.97 0.00VIEXAL S.A. 432,220.66 251,170.19DIAVIPETHIV S.A. 710,486.96 811,734.12ELKEME S.A. 50,000.00 50,000.00HELLENIC CABLES S.A. 7,944.97 7,904.70ERGOSTIL S.A. 0.00 499.20ETEM S.A. 9,431.34 0.00PANELCO S.A. 484.70 0.00

  • A14 C O R I N T H P I P E W O R K S S . A . P I P E I N D U S T R Y A N D R E A L E S T A T E

    Table 1.2 IMPORTANT INTRA-COMPANY SALES AND OTHER TRANSACTIONS WITH RELATED PARTIES

    Purchase of services from 31/12/2012 31/12/2011ETIL S.A. 0.00 2,142.25PRAXIS S.A. 34,821.23 50,096.48SIDENOR S.A. 323,505.90 206,352.22SIDMA S.A. 51,797.95 135,125.28STILMET S.A. 412,174.40 414,232.89

    Purchase of fixed assets from 31/12/2012 31/12/2011TEKA SYSTEMS 193,646.58 550,335.39VIEXAL S.A. 0.00 5,810.64BET S.A. 36,440.00 0.00HELLENIC CABLES S.A. 20,144.53 10,437.76METALOURGIA KORINTH S.A. 0.00 1,500.00ERGOSTIL S.A. 0.00 660.00PANELCO S.A. 4,493.10 0.00SIDENOR S.A. 1,100.00 6,056.21SIDMA S.A. 20,406.95 4,634.77

    Receivables from related parties 31/12/2012 31/12/2011ANAMET S.A. 2,964,262.70 455,908.34ANTIMET S.A. 58,155.76 58,155.76PROSAL TUBES S.A. 34,339.22 7,829.15SΙDΜΑ ΒULGΑRΙΑ SΑ 18,989.37 7,934.25BOZETTI LTD 139,420.09 127,426.96BET S.A.