Nexans Hellas2007 Annual Report

Nexans Hellas i.s.a., Registered Office Athens: 15, Messoghion AvenueRegistration No 2176/06/B/86/06 - VAT No El. 094036860

Lamia Plant: Aghia Marina, 353 00 Stylis, Fthiotis - GreeceTel.: +30 211 120 7800 ñ Fax: +30 211 120 7899

Commercial Department: 21, Bichaki st., 182 33 Aghios Ioannis Rentis, ∞ttica - GreeceΔel.: +30 211 120 7700 ñ Fax: +30 211 120 7799

www.nexans.gr ñ e-mail: info.hellas@nexans.com

Global expert in cables and cabling systems

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Board of Directors .....................................................................................2

Auditors ..................................................................................................2

Chairman’s Message.................................................................................3

Financial Data..........................................................................................4

Invitation to the Shareholders.......................................................................6

Report of the Board of Directors ...................................................................7

Balance Sheet 2007...............................................................................15

Notes to the Balance Sheet 2007 .............................................................20

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BOARD OF DIRECTORS

Board of Directors Yvon RaakChairman

Demetrios KalogerasVice Chairman & Managing Director

Jean-Pierre ReichenbachDirector

George ChryssomallisDemetrios PolitisNon Executive Independent Directors

AUDITORS

Statutory Auditor Demetrios Sourbis

Independent Auditors PRICEWATERHOUSECOOPERSAuditing SA

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2007 was a satisfactory year both for the Group and Nexans Hellas.

The positive evolution of key figures set a new basis for further development.

The Company reaffirmed for another year its strategy to set ambitious targets, whichhave already proven to be achievable and successful.

By placing the energy cables at the core of its sales development, Nexans Hellasstrengthened its positions in high growth market segments and improved both the ad-ded value of its products and the medium to long term prospects for sales increase.

The strategic targets set by the Group for the company were achieved earlier than ex-pected.

These targets were achieved mainly because Nexans Group provided the Companywith its full and unlimited support as for all sectors and also because Nexans Hellasbenefits from a series of competitive advantages over other competitors in the cablesector. The fully modernized plant at Aghia Marina, Fthiotida, enhanced through a se-ries of investments targeting at the production of new types of cables, the company’sdistribution centres always being on call to offer their customers full and prompt serviceand the company’s international experience and service being fully appreciated by itsforeign customers, are part of this excellence.

We are optimistic that Nexans Hellas will also achieve the new strategic targets set bythe Group for 2008-2009 despite the instability characterizing the global economicenvironment, which has been affected by the crisis in the international money markets,oil prices and USD/Euro rate.

I do believe it is necessary, however, to stress that we should pursue our efforts to enh-ance our positions even more so in order to deal with any new competitive challengesand eventual unexpected financial events.

YVON RAAKChairman of the Board of Directors

CHAIRMAN’S MESSAGE

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2007 2006

Sales 128,0 119,0

Profit / Loss from Operations 7,8 4,2

Net Income / Loss before tax 6,4 3,0% sales 5,0% 2,5%

Net Income / Loss after tax 4,8 3,0% sales 3,8% 2,5%

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SALES / RESULTS (EURO MILLION)

SALES (EURO MILLION)

50,1

70,2

48,8

76,7

51,3

36,4

38

- 0,6

88,1

2005 2006 2007

DomesticSales

119

128

Exports

Resultbefore taxes

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2007 2006

AssetsFixed Assets (Gross) 38,4 36,9Depreciation (20,8) (21,6)

Fixed Assets (Net) 17,6 15,3Current Assets 58,2 56,3

Total Assets 75,8 71,6

LiabilitiesShare Capital 7,7 7,7Reserves 15,1 12,9Retained earnings 8,3 6,7

Total Equity 31,1 27,3Provisions 4,4 3,8Current Liabilities 40,3 40,5

Total Equity & Liabilities 75,8 71,6

COMPANY BALANCE SHEET (EURO MILLION)

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Following the Board of Directors deci-sion of 11 April 2008 and in accor-dance with the company’s Articles ofAssociation, the shareholders of NE-XANS HELLAS I.S.A. are invited to theOrdinary General Assembly, on 29May 2008, at 4.00 p.m. at the Hotel«Life Gallery Athens», Thisseos 101 –103, Ekali Attica, for discussing andtaking decision on the following issues:

Agenda of the meeting

1. Submission and hearing of the re-ports of the Board of Directors andof the Αuditor concerning the finan-cial statements of the period01.01.2007 to 31.12. 2007.

2. Submission and approval of the fi-nancial statements of the period01.01. 2007 to 31.12.2007 andof the relative reports by the Boardof Directors and the Αuditor.

3. Release of the members of the Bo-ard of Directors and of the Αuditorfrom any liability for compensationin connection with the financial sta-tements and the administration andmanagement in general of the pe-riod 01.01. - 31.12.2007.

4. Election of auditors (regular/alter-nate) for the period 01.01.2008to 31.12.2008 and fixing of theirfee.

5. Approval of the distribution of divi-

dend from the profits to the share-holders.

6. Amendment, replenishment, abroga-tion and renumbering of all provi-sions of the Articles of Associationwith the purpose of adaptation tothe Law 3604/2007 and improve-ment of its functionality.

7. Election of new members of the Bo-ard of Directors.

8. Approval of the remuneration andexpenses paid to the members ofthe Board of Directors and fixing ofthe relevant future remuneration andexpenses.

Shareholders are entitled to participatein the General Assembly either in per-son or with a proxy. A relevant draft ofproxy is available in the Companywebsite www.nexans.gr and atthe Company offices (15 MessoghionAvenue, 3rd floor, 115 26 Athens, tel.211 120 7770 & fax 211 1207779). Each share gives the right ofone vote. Shareholders wishing to parti-cipate in the General Assembly either inperson or with a proxy must, through th-eir administrator in the System of Dema-terialized Certificates (Greek “SAT”),block all or part of their shares and re-ceive by said administrator a relevantcertificate which they must lodge (toge-ther with any documentation of repre-sentation) with the Company'sTreasurer, or the Consignations & Loan

Fund, or any recognised Bank in Gree-ce or abroad and deposit the respecti-ve certificates at the Company officesat least five (5) days before the day ofthe General Assembly. In case no ad-ministrator has been appointed and theshares are kept in the special account,the relevant certificate is produced bythe “Hellenic Exchanges Holding S.A.”,at 110 Athinon Avenue, in Athens.

Paris, 11 April 2008

THE BOARD OF DIRECTORS

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INVITATION TO THE SHAREHOLDERS OF NEXANS HELLAS I.S.A.TO THE ORDINARY GENERAL ASSEMBLY(Registration No. 2176/06/Β/86/06)

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7Ladies and Gentlemenshareholders,

We have the honor to present you theFinancial Statements for the year endedDecember 31st 2007: the Balance Sh-eet, the Income Statement, the State-ment of Changes in Equity, the CashFlow Statement and the notes to the fi-nancial statements together with theManagement’s Report of 33rd periodof operation, from 01.01.2007 to31.12.2007, and to ask for your ap-proval.

BUSINESS ACTIVITY DURING2007

The business activity of our companyduring 2007 was satisfactory, thusconfirming last-year forecast. At currentmetal prices, sales amounted to EUR128 million thus being increased by7.6% compared with last year, while ifwe consider the sales at standard me-tal prices, the increase in sales volumereached 10% compared with last year.

In order to neutralize the effect of fluc-tuations on the metal purchase priceand present the actual development ofsales, Nexans readjusts the level of sa-les by using a standard price for cop-per and aluminium. During the year 2007, the company

delivered a number of orders and con-tracts, the most important of which we-

re the following:• Domestic General Market - installa-

tion cables.

REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARYSHAREHOLDERS MEETING ON THE FINANCIAL STATEMENTSFOR THE PERIOD ENDED DECEMBER 31st, 2006

TURNOVER AT CURRENT METAL PRICES (AMOUNTS IN THOUSAND EURO)

2007 Of 2006 Of Change sales sales %

Domestic 76.742 59,9% 70.281 59% 9,2%Foreign 51.354 40,1% 48.729 41% 5,4%Total 128.096 100% 119.010 100% 7,6%

TURNOVER AT STANDARD METAL PRICES (AMOUNTS IN THOUSAND EURO)

2007 2006 Change %

Domestic 47.448 45.645 4%Foreign 37.544 31.602 18,8%Total 84.992 77.247 10%

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• To D.E.I. (Public Power Corporation)- energy cables of low and mediumvoltage.

• To O.T.E. (Greek Telecom) - telecomcopper cables and fiber optic ca-bles.

• Foreign markets: European Union,Scandinavian countries, Eastern Eu-rope, Far East and Middle East co-untries.

Sales in the Domestic General Marketrose considerably due to the major in-vestments in the private sector of con-structions and the public works underconstruction, the new forms of energysources (wind farms) and the construc-tion of infrastructures for new top-perfor-mance telecom networks.

The sales of the company to D.E.I. re-mained almost to the same level withlast year.

The sales of the company to O.T.E.were low due to the reduced inve-stments made by OTE during the finan-cial year 2007.

On the contrary, sales abroad werecharacterized by satisfactory increaseand considerable improvement in profitmargins.

The prices of basic metals during2007 were regularised and fluctua-tions were smoother than the previousyear.

However, the prices of the metals usedby the industry (copper and aluminium)remained at high levels during 2007,generating needs for increased wor-king capital.

The standard policy applied by theCompany to cover the risks arisingfrom the fluctuations of metal price, i.e.copper and aluminium, by directly lin-king the purchase prices of these me-tals with the selling prices to customers,fully ensures both smooth developmentof the company's sales and maintai-ning profit margins at satisfactory level.

It is noteworthy that despite the turnoverincrease and the high prices of rawmaterials throughout the year, the finan-cial management was efficient, enoughto avoid increase in working capitaland loans.

During the year 2007 the Company’sPlant at Aghia Marina (Stylis, Fthiotis),the distribution centres of the companyin Attica (Aghios Ioannis, Rentis), in Th-essaloniki (Kalochori) as well as at Cre-te (Iraklio) and Rhodes operatedregularly.

During 2007, the facilities of our plantat Aghia Marina (Fthiotis) were enhan-ced by a series of new investments andwere fully modernized, thus attainingsatisfactory performance, presenting in-creased productivity and significant fle-xibility in the production of new typesof cables. The last months of the yearsome short strikes took place in ourplant at Aghia Marina (Fthiotis), whichended after the court’s decision in favo-ur of our company.

The readiness of the company's distri-bution centers in Attica, Thessaloniki,Crete and Rhodes to satisfy customer ina thorough and prompt manner wasmaintained at high levels during thecurrent year as well.

OPERATIONS

The sales of the company during 2007at current metal prices amounted toEUR 128 million in comparison withEUR 119 million during 2006.

Earnings before taxes for the financialyear 2007 amounted to EUR 6.46 mil-lion compared with EUR 2.95 millionduring 2006.

Note that Nexans Group uses the in-dex “operating margin” in order toevaluate the business performance ofeach company, this index being equalto net profit before interest and taxesand presented as percentage of salesat standard metal prices.

The operating margin of the companyfor 2007 amounted to EUR 7.8 mil-lion, this being equal to 9.2 % of theturnover (at standard metal prices) ver-sus 4.2 million for 2006.

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FINANCIAL RATIOS

Current assets present net increase ofEUR 2,029 thousand mainly due to:

a) the increase of trade and other re-ceivables of the company attributed tothe increased turnover of the Companyby EUR 5,828 thousand;

b) the decrease in available cash andderivatives by EUR 3,799 thousand asa result of the prudent management ofcurrent assets.

The total of short-term liabilities remainsalmost at the same levels compared wi-th 2006, presenting an increase byEUR 71,000.

Special reference should be made tothe increase of liquidity ratio and to thesignificant increase in equity perfor-mance at 15.4% (from 11%).

The main ratios presenting the financialcondition of the Company are as fol-lows:

SOCIAL RESPONSIBILITY –ENVIRONMENT – HEALTH &SAFETY

Nexans Group and Nexans Hellas ha-ve intensified their efforts for environ-mental protection.

In the context of these efforts, control ofconsumed raw materials, saving inenergy consumption and material recy-cling figure among our top priorities.Nexans has focused its attention on thefollowing sectors:

1. Investments aiming at:

a) minimizing soil, aquifer and seapollution risk;

b) energy saving and increasing theuse of environment-friendly materials;

c) separating the water used in clea-ning mechanical means from all typesof hydrocarbons.

2. Continuous training of employees inenvironmental protection issues and

(AMOUNTS IN THOUSAND EURO)

FINANCIAL FIGURES 2007 2006 Change %

Sales at current metal prices 128.096 119.010 7,6%Sales at standard metal prices 84.992 77.247 10,0%Net earnings before interest, taxes and depreciation 9.425 5.819Percentages of sales at standard metal prices 11,1% 7,5% 62,0%

Operating margin (net earnings before interest and taxes) 7.828 4.233Percentages of sales at standard metal prices 9,3% 5,5% 84,9%

Net earnings before taxes 6.465 2.950Percentages of sales at current metal prices 5,0% 2,4% 19,2%Percentages of sales at standard metal prices 7,6% 3,8% 19,2%

RATIOS 2007 2006

Liquidity(Current assets/short-term liabilities) 1,42 1,37Capital Structure(Debt/equity) 1,43 1,63Inventory turnover in days(Inventories/Sales) x 365 days 59 67Equity return(Net profits/Equity) 15,4% 11,0%Receivables turnover in days(Receivables/Sales) x 365 days 89 85

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adoption of optimum practices inenvironment management.Environmental issues are always in-cluded in the agenda of Manage-ment meetings with representativesof the employees and the Health &Safety Committee operating in ourplant.

3. Annual thorough inspection of theplant by a company specializing inenvironmental issues on the basis ofa detailed Questionnaire based onISO 14001.

4. Participation of the plant in the con-stant improvement program of Ne-xans Group for the environment(Environment Highly Protected –EHP label program).

Ensuring a healthy and safe environ-ment for employees is a substantial pre-occupation of the Group and ourCompany.

Likewise, strict specifications on bothhealth and safety have been adopted,which are absolutely necessary formaintaining safe and healthy workingconditions.

Through constant training of the em-ployees, rigorous use of personal pro-tective equipment, continuousinformation of the Health and SafetyCommittee of the plant's employees forall relevant issues as well as throughcontinuous improvement of working me-thods by adopting the Group’s opti-mum and safe practices, a high levelof working conditions is attained, whi-ch aims to minimize risks of eventualaccidents.

RISK MANAGEMENT

The international financial environmentand continuous developments imposenot only monitoring of the ordinary bu-siness activities but also monitoring ofthe risks generated by adverse deve-lopments. Nexans Group applies pro-cedures for identifying and managingsuch risks in order to minimize them.Nexans Hellas follows faithfully theGroup practice about risk managementand trains continuously its executives inthis field (Analytical presentations in thenotes to Financial Statements).

STRATEGY - OUTLOOK

Nexans Hellas is part of Europe Areaat the Group Organization and closelycooperates with the respective affiliatesin order to attain the strategic objectivesof the Group and individual enterprises.

The results announced by Nexans Gro-up for 2007 indicate robust performan-ce. More specifically, the organicgrowth of the sales of cable branchwas higher than 12%. The operatingmargin was increased by 57% in rela-tion to 2006 and as a percentage ofsales it rose from 5.8% to 8.5%. Netprofits of the Group were doubled. Theobjectives set by the Strategic Plan ofthe Company for the period 2007-2009 started being attained.

Nexans Hellas, participating activelyin the attainment of these objectives,managed to approach the Group ob-jectives, by an annual growth rate of10% and increasing operating marginby 85% in relation to 2006. As a per-centage of sales the operating margin

rose from 5.5% to 9.2% (at standardmetal prices). Net profits of NexansHellas were increased by 59%.

In addition, Nexans Hellas pursued itsactivities in the three core sectors beingthe strategic objective of the Groupand in particular infrastructure (electrici-ty, telecommunications), industry andinstallations.

Thus, in the sector of infrastructures, thewithdrawal of public utilities was contin-ued while these were gradually replacedby private enterprises. Nexans Hellas re-mains active in the Greek market duringthis transitory period by providing satis-factory services to new customers.

Foreign markets have similar orienta-tion with oil producing countries beingparticularly active where the high oilprices lead to major increase of inve-stments in infrastructures and thus strongdemand for cables.

In the sector of industry, our Companyis active in petrochemical industry bydelivering significant quantities of spe-cial cables to major international con-struction firms.

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Finally, in the sector of installation ca-bles, the Greek market continued to actin the context of increased building ac-tivity generated during 2005-2006. Inthis sector and due to the top-qualityservices we provide to our customers,we captured their preference.

The expansion of the Company to themarkets of Northern Europe (Scandina-via, Great Britain) was successfully pur-sued during 2007 as well, given thatthe foundations of cooperation with theelectricity utilities of these countries hadbeen laid over the past years.

The major advantages of Nexans Hel-las lie in its fully modernized plant atAghia Marina, Fthiotis, its thoroughlyorganized commercial, financial andtechnical services and the constant reju-vanation of the workforce.

At the same time, the know-how offe-red by the respective services of Ne-xans Group is utilised. The offeredknow-how is applied to the plant at Fth-

iotis with great success, thus ensuring areduction in production cost as regardsboth the consumption of raw materialsand the use of human resources. In ad-dition, organization programs develo-ped and proposed by the Group’sservices (Program+, Service+, etc) ha-ve already been implemented, theseaiming to improve the value added ser-vices provided to the Company’s custo-mers.

It is encouraging that the company’scustomers appreciate the quality of ourservices (rapid service, full range andquality of products, delivery at the re-quested time and place, simplificationof bureaucratic procedures, etc) bothin Greece (major merchants of electri-cal material, construction firms) andabroad.

It should also be noted that the Compa-ny, in cooperation with the Group’scommercial services, has developedand will keep on promoting sales todeveloping neighbor countries such as

the Balkans, Eastern Europe, NorthAfrica and Middle East. The ever-incre-asing energy needs of these countriesensure a steadily increasing demandfor energy cables at a constantly im-proving price level.

It becomes clear from the foregoing th-at optimism and confidence as for theachievement of the strategic plan ob-jectives by both the Company and theGroup prevail.

ORDERS:

Orders backlog as at the end of 2007amounted to EUR 46 million. This bac-klog amount does not take into accountthe sales which are made over the co-unter.

INVESTMENTS:

The value of the company’s investmentsin fixed assets during 2007 amountedto EUR 2.0 million compared to EUR2.4 million for 2006.

Our investments are mainly directed tonew products in order to satisfy marketand customers requirements, while so-me investments were intended for up-grade and/or replacement of existingproduction lines. Significant part of ourinvestements is related to the enviro-mental protection, material recyclingand reduction of energy consumption.

RESEARCH ANDDEVELOPMENT:

Our company participates constantly inthe Group Research & Developmentprograms. Research & Development

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are related to the promotion of newproducts and to the improvement of exi-sting products in terms of both qualityand technical capabilities. R&D con-cern also new techniques and produc-tion methods to increase productivityand introduce the use of new environ-ment friendly materials.

Contribution for the participation ofNexans Hellas in these global Resear-ch & Development activities for theyear 2007 amounted to EUR 2.0 mil-lion.

The Research and Development Centerof Nexans Group is based at Lyon,France, where the majority of the Gro-up’s research activities have been gath-ered. At the same time, operation ofdevelopment centers continues in otherEuropean locations.

Furthermore, our above contribution tothis international program also coversthe marketing and sales network esta-blished in certain countries, which le-ads to a better co-ordination of Groupcompanies in these markets and rein-forces our sales.

PERSONNEL:

The total workforce as at December31, 2007 was 251 compared to 240at the end of 2006. There were 40departures during the year and 51new employees were hired during2007.

It is obvious that Nexans Hellas consi-ders the continuous rejuvenation of itshuman resources very important.

REAL ESTATE:

The land and buildings belonging tothe company remained invariable du-ring the year.

OTHER ISSUES

The compensations given to membersof the BoD for the year 2007 amoun-ted to €288 compared with €244 du-ring 2006.

MARKET VALUE:

Greek Market Value – Indicators con-cerning our company’s share:

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Number of ordinary registered shares

• as at 31 December 2007 6,132,500• as at 31 December 2006 6,132,500

Market value per share Εuro

• as at 31 December 2007 3.98• as at 31 December 2006 4.50

Capitalization Euro million

• as at 31 December 2007 24.41• as at 31 December 2006 27.60

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Note that Nexans Hellas does not makeany portfolio investments and is not en-gaged in trading on the stock market.

RESULTS - CONCLUSIONS

Ladies and Gentlemen shareholders,

We present to you the Financial State-ments of Nexans Hellas I.S.A. for thebusiness year 2007.

These Financial Statements have beendrawn up in accordance with the Inter-national Financial Reporting Standards,as adopted by the European Union,pursuant to Regulation (EC)1606/2002 of the European Parlia-ment and the Council of the EuropeanUnion as at 19 July 2002, which waspublished in the Official Journal of theEuropean Communities (L 243) and theRegulations issued by the EuropeanCommission, as authorized by articles3 and 6 of the said Regulation. In dra-wing up the Financial Statements, allthe accrued income and expenses rela-ted to the business year have been ta-ken into account.

The results and appropriation table ofNEXANS HELLAS I.S.A. for the periodended December 31.12.2007 are asfollows:

Profit appropriation table is as follows:

Finally, we wish to express our thanksto all our personnel for their outstan-ding cooperation. We also wish to th-ank our shareholders and ourcustomers for their full and continuedconfidence in our company during the-se particular uncertain times.

2007 2006

Sales 128,09 119,01Profit before taxes 6,47 2,95Profit after taxes 4,78 3

(EURO MILLION)

PROFIT APPROPRIATION TABLE

I. Net profit for the year 2007 6.465.883,69 Retained earning 31.12.2006 6.693.476,83TOTAL 13.159.360,52 Plus: Income taxes 704.099,21 Tax audit differences 297.899,24 Tax audit reclass on reserves 110.666,14 Deferred income taxes 302.390,98 Divident year 2006 approved by G.A.and distributed in the year 2007 919.875,00 Taxes on dividends approved anddistributed within 2007 375.723,59 (2.710.654,16)

II. Net balance for distribution 10.448.706,36 α) Statutory reserves 240.000,00 β) Net dividend 1.839.750,00 c) Untaxed reserve Law 2601/98 1.882.461,86 (3.962.211,86)

III.Balance carried forward 31/12/2007 6.486.494,50

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This explanatory report of the Board ofDirectors to the Ordinary General Meet-ing of its shareholders provides detailedinformation on the issues of Article11a(1) of Law 3371/2005, as this isstill in force for the accounting period01.01-31.12.2007.

I. Structure of the Company’s sharecapital

The share capital of the Companyamounts to EUR seven million six hun-dred and sixty-five thousand six hun-dred and twenty-five (7,665,625 €),is divided into six million one hundredand thirty-two thousand five hundred(6,132,500) ordinary registeredshares with voting rights and a nominalvalue of EUR one and twenty-five cents(1.25 €) each. All the above shares ofthe Company are listed and traded onthe equities market of the Athens StockExchange. The rights and obligationsof the Company’s shareholders and mi-nority interests are those stipulated byLaw and the Company’s Articles of As-sociation. The liability of the Compa-ny’s shareholders is limited to thenominal value of the shares they hold.

II. Restrictions on the transfer ofCompany shares

The shares of the Company are trans-ferred as stipulated by Law and the Arti-cles of Association do not lay down anyrestrictions or obligations on their trans-fer, given also they are dematerializedshares listed on the Athens Stock Ex-change.

III. Significant direct or indirect hold-

ings within the meaning of articles9-11 of Law 3556/2007

The shareholders (natural persons or le-gal entities) directly or indirectly hold-ing more than 5% of the total numberof the Company’s shares are set forthin the table below:

Shareholder Share1. Nexans Participations 71.70%

S.A. (France)

IV. Shares providing special audit rightsThere are no shares of the Companyproviding their holders with special au-dit rights.

V. Restrictions on voting rightThe Company's Articles of Associationdo not lay down any restrictions on thevoting rights of its shareholders.

VI. Agreements of the Company’sshareholders

The Company has not been notified ofany agreements between its sharehold-ers that may entail restrictions on thetransfer of its shares or on the exercise ofthe voting rights arising from its shares.

VII. Rules applying to theappointment and replacement ofBoD members and amendmentof the Articles of Association

The rules stipulated by the Company’sArticles of Association as regards theappointment and replacement of mem-bers of the Board of Directors and toamendments thereof do not differ fromthe stipulations of Codified Law2190/1920, as currently in force after

its amendment by Law 3604/2007.

VIII. Competence of the BoD to issuenew shares or purchase treasurystock

i. The competence of the Board of Di-rectors to issue new shares is stipulatedin Article 5 of the Company’s Articlesof Association and is identified withthe stipulations of Article 13 of C.L.2190/1920, as currently in force.No relevant competence is stipulatedfor certain members of the BoD only.ii. The competence of the Board of Di-rectors to purchase treasury stock is notprovided for by the Company's Arti-cles of Association and therefore therelevant provisions of Article 16 ofC.L. 2190/20 apply, as currently inforce.

IX. Major agreement in case ofchange of the Company's controlfollowing public offer

There is no important agreement thatthe Company has concluded and maybe put into effect, amended or expiringin case the control of the Companychanges following public offer.

X. Agreements with members of theBoard of Directors or personnel ofthe Company

There are no agreements concludedbetween the Company and membersof its Board of Directors or its personnelthat stipulate the payment of indemnityespecially in the case of resignation ordismissal without any well-founded rea-sons or termination of their tenure oremployment due to public offer.”

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EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARYGENERAL MEETING OF THE SHAREHOLDERS OF NEXANS HELLAS I.S.A.(Pursuant to the articles 11a of Law 3571/2005 and 33 par. 4 of Law 3556/2007)

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NEXANS HELLAS I.S.A.BALANCE SHEET DECEMBER 31, 2007

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BALANCE SHEET

31.12.2007 31.12.2006

ASSETSFixed Assets 17,625 15,420Stocks 20,874 21,684Receivables from customers 31,249 27,937Other assets 5,534 3,522Cash and cash equivalents 601 3,085TOTAL ASSETS 75,883 71,648

LIABILITIESLong-term liabilities 3,680 3,380Other short-term liabilities 41,059 40,989Total liabilities (a) 44,739 44,369Share Capital 7,666 7,666Other equity items of Company’s shareholders 23,478 19,613Net worth of company’s shareholders (b) 31,144 27,279

TOTAL LIABILITIES (a) + (b) 75,883 71,648

INCOME STATEMENT

1.01-30.12.2007 1.01-31.12.2006

Turnover 128,096 119,010Gross Profit / (Loss) 14,841 10,228Profit / (Loss) before tax, financial, investment results and depreciation 9,425 5,819Profit / (Loss) before tax, financial and intvestment results 7,828 4,233Pre-tax Profits / (Loss) 6,465 2,950Plus taxes (1,680) 51

Profit / (Loss) after taxes 4,785 3,001

STATEMENT OF CHANGES IN EQUITY

31.12.2007 31.12.2006

Equity at the beginning of the period (01.01.2007 and 01.01.2006 respectively) 27,279 24,278Profit / (Loss) of the period, after taxes 4,785 3,001Dividends payable (920) 0Equity at the end of the period (31.12.2007 and 31.12.2006 respectively) 31,144 27,279

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Hellas i.s.a.DATA AND INFORMATION 31/12/2007 - Period (1 January - 31 December 2007)

S.A. Register No: 2176/06/B/86/06Registered offices: 15, Messoghion Avenue, 115 26, Athens

(Τhe amounts below are expressed in thousand Euro)

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17CASH FLOW STATEMENT

1.01-31.12.2007 1.01-31.12.2006

Operating activitiesPre-tax Profits / Loss 6,465 2,950Plus / Less adjustments for:Depreciation 1,597 1,586Fixed assets impairment (1,830) 1,830Provisions 830 688Foreign exchange differences 33 11Profit (Loss) from sale of fixed assets 3 (115)Results (revenues, expenses, profit and loss) of investment activity (29) (39)Interest charges and related expenses 1,441 1,217(Profit)/Loss from derivatives valuation 976 835Operating profit/ (Loss) before changes in working capital 9,486 8,963Reduction / (Increase) in stocks 819 (11,722)Reduction / (Increase) in receivables (5,914) 1,947Reduction / (Increase) in liabilities (save banks) 102 1,195Less:Interest charges and paid-up related expenses (1,440) (1,033)Indemnities paid (493) (469)Taxes paid (376) 0Tax payment from tax audit differences paid (298) 0Total input/(output) from operating activities (a) 1,886 (1,119)

Investment activitiesPurchase of tangible and intangible fixed assets (1,978) (2,370)Proceeds from sale of tangible and intagible fixed assets 2 155Interest received 29 57Total input/(output) from investment activities (b) (1,947) (2,158)

Financial activitiesLoans received 0 5,300Loan repayment (1,500) 0Dividends paid (936) (17)Total input / (output) from financial activities ( c ) (2,436) 5,283Net increase / (reduction) in cash on hand and cash equivalents for period (a)+(b)+( c ) (2,497) 2,006Exchange differences on foreign currencies receivables 13 72Cash on hand and cash equivalents at beginning of period 3,085 1,007Cash on hand and cash equivalents at expiry of period 601 3,085

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Additional information:

1. The Company has been audited in tax terms up to the fiscal year 2005.

2. There are no liens or other liabilities on the company’s fixed assets.

3. There are no disputed claims or disputes under arbitration or any decisions made by judical or arbitral bodies that may ha-ve an important impact on the company’s financial assets.

4. Pursuant to the analysis of the National Statistical Service (Statistical Classification per Sector of Economic Activity:91) themain activity of the group falls under sector 313.0 "Manufacture of isolated wires and cables".

5. On 31 December 2007, the headcount of the company was 251 (240 on 31/12/2006).

6. The break down of the income tax in the Income Statement is as follows:31/12/2007 31/12/2006

Current income tax (704) 0Deferred income taxes (302) 51Tax audit differences (298) 0Dividend tax for 2006 (376) 0Total tax (1.680) 51

7. The Intercompany transactions sales, purchases for the full year and the Intercompany receivables and payables as at theperiod end, according to IAS 24, are as follows: i) Sales of goods and services: 10.819ii) Purchases of goods and services: 48.989iii) Receivables: 1.340iv) Liabilities: 22.990v) Fees paid to Managers as members of the BoD: 288vi) Receivables from Managers as members of the BoD: 0vii) Payables to Managers as members of the BoD: 0

Αthens, 12 March 2008

THE CHAIRMAN THE VICE CHAIRMAN & THE FINANCIAL & OF THE BOARD OF DIRECTORS MANAGING DIRECTOR ADMINISTRATIVE MANAGER

YVON RAAK DEMETRIOS KALOGERAS VASSILIOS PSILIANGOS

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Report on the FinancialStatementsWe have audited the accompanying fi-nancial statements of Nexans Hellas SA(the “Company”) which comprise the ba-lance sheet as of 31 December 2007and the income statement, statement ofchanges in equity and cash flow state-ment for the year then ended and a sum-mary of significant accounting policiesand other explanatory notes.

Management’s Responsibilityfor the Financial StatementsManagement is responsible for the pre-paration and fair presentation of thesefinancial statements in accordance withInternational Financial Reporting Stan-dards as adopted by European Union.This responsibility includes: designing,implementing and maintaining internalcontrol relevant to the preparation andfair presentation of financial statementsthat are free from material misstate-ment, whether due to fraud or error; se-lecting and applying appropriateaccounting policies; and making acco-unting estimates that are reasonable inthe circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opi-nion on these financial statements ba-sed on our audit. We conducted ouraudit in accordance with Greek audi-ting standards which conform with In-ternational Standards on Auditing.Those Standards require that we com-ply with ethical requirements and plan

and perform the audit to obtain reaso-nable assurance whether the financialstatements are free from material mis-statement.

An audit involves performing procedu-res to obtain audit evidence about theamounts and disclosures in the finan-cial statements. The procedures selec-ted depend on the auditor’s judgment,including the assessment of the risks ofmaterial misstatement of the financialstatements, whether due to fraud or er-ror. In making those risk assessments,the auditor considers internal control re-levant to the entity’s preparation andfair presentation of the financial state-ments in order to design audit procedu-res that are appropriate in thecircumstances, but not for the purposeof expressing an opinion on the effecti-veness of the entity’s internal control.An audit also includes evaluating theappropriateness of accounting policiesused and the reasonableness of acco-unting estimates made by manage-ment, as well as evaluating the overallpresentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appro-priate to provide a basis for our auditopinion.

OpinionIn our opinion, the accompanying fi-nancial statements present fairly, in allmaterial respects, the financial positionof the Company as of 31 December2007, and their financial performance

and cash flows for the year then endedin accordance with International Finan-cial Reporting Standards, as adoptedby the European Union.

Emphasis of matterWithout qualifying our opinion, wedraw attention to the fact that the finan-cial years 2006 and 2007 have notbeen audited by the tax authorities.When these years will be audited andfinalised, there is a possibility of furthertaxes and penalties being imposed asa result of the relevant tax audit. Theoutcome of a pending tax audit cannotbe reasonably determined nor recor-ded at the present time.

Reference to Other Legal andRegulatory RequirementsThe Board of Directors’ Report containsall information required by articles 43aparagraph 3, and article 16 paragra-ph 9 of Law 2190/1920 and article11a of Law 3371/2005, and is con-sistent with the financial statements re-ferred to in the preceding paragraph.

Athens, 24 March 2008

The Certified Public AccountantDemetrios Sourbis

SOEL Registration Number 16891

PricewaterhouseCoopers SAPublic Accountant firm

Public AccountantsSOEL Registration Number 113

Kifisias Ave. 268, Halandri, Athens

AUDITORS REPORT TO THE SHAREHOLDERS OF THENEXANS HELLAS I.S.A.

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ACTIVITY

Nexans Hellas is involved in the manu-facturing of various types of land ba-sed power and telecommunicationcables and submarine telecommunica-tion cables. In addition the companyprovides all the necessary services ofengineering and installation for powerand telecommunication projects.

ACCOUNTING POLICIES

The accounting policies adopted forthe preparation of the financial state-ments are in accordance with the Inter-national Financial and ReportingStandards, as adopted by the Europe-an Union, pursuant to Regulation (EC)1606/2002 of the European Parlia-ment and the Council of the EuropeanUnion as at 19 July 2002, which waspublished in the Official Journal of theEuropean Communities (L 243) and theRegulations issued by the European

Commission, as authorized by articles3 and 6 of the said Regulation.

1. Translation of foreign currencytransactions

Foreign currency transactions are trans-lated in Euro at the rate of exchangeapplicable on the transaction date. Atyear end, foreign currency receivablesand payables are translated at the rateof Euro – Foreign Currency prevailingon that date. The resulting realized ex-change differences are recorded in theprofit and loss account.

2. Fixed AssetsTangible fixed assets are designated atacquisition cost less accumulated de-preciation and any provisions for im-pairment.

3. Accounts receivablesReceivables are shown at their net rea-lisable value.

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

5. Accrued income / accrued liabili-ties, prepayments, deferred income

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

6. Retirements and staff leaving obli-gations

This is calculated on the basis of amo-

unts accruing under legal and contrac-tual obligations.

7. Reserves and provisionsAll known liabilities have been provi-ded for on a prudent basis as requiredby Greek legislation and the Internatio-nal Accounting Standards.

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NOTES TO THE FINANCIAL STATEMENTSAS AT DECEMBER 31, 2007