Elgeka S.A.

Annual / Quarterly Financial Statement • Jun 26, 2020

" ELGEKA S.A. TRADE - DISTRIBUTIONS - REPRESENTATIONS - INDUSTRY "

G.C.R. Number: 57298604000

HEAD OFFICE: INDUSTRIAL AREA OF SINDOS, DELTA MUNICIPALITY - THESSALONIKI SUMMARY FINANCIAL DATA & INFORMATION FOR THE YEAR 1 January 2019 - 31 December 2019

the company's website, where the Annual Financial Statements are published, together with the review report of certified auditors - accountants whenever is required.								The financial data and information presented below provide a general overview of the financial position and results of the Group and ELGEKA S.A. - Trade - Distributions - Industry. Therefore, it is recommended to any reader, before proceeding to any investment decision or other transaction with the company, to visit
	INFORMATION CONCERNING THE COMPANY				1.2. STATEMENT OF COMPREHENSIVE INCOME (consolidated and stand alone) amounts in thousand Euro
Registered Prefecture:	Ministry of Development and Investments, General Secretariat for Commerce & Consumer Protection, Directorate of Societe Anonyme Companies					GROUP		PARENT
Company's website:	http://www.elgeka.gr					01.01 - 31.12.2019	01.01 - 31.12.2018	01.01 - 31.12.2019 01.01 - 31.12.2018
Date of approval of Annual Financial Statements					Sales	179.223	174.195	64.515	65.223
by the Board of Directors: Certified Auditor Accountant:	25 June 2020 Nikos Garbis - SOEL Reg. No. 25011				Gross profit / (loss) Profit /(loss) before taxes, financing	30.862	29.654	21.892	21.397
Audit firm:	GRANT THORNTON S.A.				and investing activities	4.828	2.634	3.133	2.391
Type of auditor's opinion: Composition of Board of Directors:	Unqualified report Chairman & Managing Director - Executive member		Alexandros Katsiotis		Profit /(loss) before taxes Less: Taxes	2.319 468	(3.055) (451)	1.619 699	(1.168) 284
	Vice-chairman - Non-Executive member		Elli Drakopoulou		Profit / (loss) after taxes (A)	1.851	(2.604)	920	(1.452)
	Non-executive member		Michail Fandridis
	Non-executive member Independent, Non-executive member		Adamantios Lentsios Stilianos Stefanou		Distributed to: Equity holders of the Parent	413	(2.684)	920	(1.452)
	Independent, Non-executive member		Nikolaos Milios		Non-controlling interest	1.438	80	0	0
	1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro				Other comprehensive income/(loss) for the year, net of tax (B)	(594)	(379)	(23)	18
					Total comprehensive income/(loss) for the year, net of tax (A+B)
	GROUP 31.12.2019	31.12.2018	PARENT 31.12.2019	31.12.2018		1.257	(2.983)	897	(1.434)
ASSETS					Distributed to:
Tangible assets	34.046	36.519	6.024	6.207	Equity holders of the Parent	80	(3.053)	897	(1.434)
Investment property Intangible assets	24.763 5.901	24.777 7.075	8.770 129	8.507 302	Non-controlling interest	1.177	70	0	0
Rights-of-use assets	11.042	0	539	0	Profit/(loss) after taxes per share - basic (in Euro)	0,0130	(0,0846)	0,0290	(0,0458)
Other non-current assets	17.672	17.003	32.381	32.956	Proposed dividend per share (in Euro)			0,0000	0,0000
Inventories Trade receivables	14.392 33.206	13.686 29.620	4.306 14.666	3.943 11.927	Profit /(loss) before taxes, financing, investing activities, depreciation & amortization	13.003	6.590	3.786	2.902
Other assets	16.409	14.389	7.771	10.699
TOTAL ASSETS	157.431	143.069	74.586	74.541
EQUITY & LIABILITIES					1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro
Share capital	50.775	50.775	50.775	50.775		GROUP		PARENT
Other accounts related to Shareholders' Equity	(57.413) (6.638)	(57.489) (6.714)	(39.928) 10.847	(40.822) 9.953	Equity at the beginning of the year	31.12.2019	31.12.2018	31.12.2019	31.12.2018
Total Equity attributable to Shareholders of the Parent Company (a) Non-controlling interest (b)	11.297	10.120	0	0	(01.01.2019 and 01.01.2018, respectively)	3.406	6.662	9.953	11.594
Total Equity ( c ) = ( a ) + ( b )	4.659	3.406	10.847	9.953	Total comprehensive income/(loss), net of tax	1.257	(2.983)	897	(1.434)
Long-term borrowings Provisions / Other long-term liabilities	51.352 29.521	0 23.178	34.520 850	0 482	Other changes Liquidation of subsidiary	(4) 0	(242) (31)	(3) 0	(207) 0
Short-term borrowings	14.578	68.067	5.461	45.073	Equity at the end of the year (31.12.2019 and 31.12.2018, respectively)
Other current liabilities	57.321	48.418	22.908	19.033		4.659	3.406	10.847	9.953
Total liabilities ( d ) TOTAL EQUITY AND LIABILITIES ( c ) + ( d )	152.772 157.431	139.663 143.069	63.739 74.586	64.588 74.541	1.4 STATEMENT OF CASH FLOWS (consolidated and stand alone) amounts in thousand Euro
	ADDITIONAL DATA AND INFORMATION					GROUP		PARENT
1.The name and country of registered office for each of the companies included in the consolidated financial statements as per December 31st percentage of participation in their share capital are included in Note 1 in Consolidated Financial Statements.			, 2019, as well as the corresponding direct and indirect		INDIRECT METHOD	01.01 - 31.12.2019 01.01 - 31.12.2018 01.01 - 31.12.2019 01.01 - 31.12.2018
2.The accounting principles applied are the same with the ones applied for the preparation of Annual Financial Statements for the year ended on December 31st, 2018, apart from the new or revised accounting standards and interpretations endorsed in 2019, as they are presented in Note 2 of Annual Financial Statements.					Operating activities
3.The unaudited fiscal years for each of the companies included into the Consolidated Financial Statements are analytically presented in Note 15 of Annual Financial Statements. Since fiscal year					Profit / (Loss) before taxes	2.319	(3.055)	1.619	(1.168)
2011, according to Ministry Decision 1159/2011, for all companies in which the annual Financial Statements are being audited by certified auditors, Annual Tax Certificate is issued following a tax audit conducted by the same certified auditors who audit the Financial Statements.					Add/less Adjustments for:
there were mortgages amounting to 45.367 thousand (31/12/2018: 13.842 thousand euro) as security for loans.					Depreciation and amortization	8.263	4.045	653	511
for the Group and Parent Company at 31/12/2019 amounted to 4.532 thousand euro and 2.178 thousand euro respectively (31/12/2018: 4.583 thousand euro και 2.119 thousand euro,					Provisions Unrealised foreign exchange differences	807 90	596 11	135 0	108 0
respectively). The cumulative provision for tax unaudited years as of 31/12/2019 for the Group and the Parent Company amounted to 0 thousand euro (31/12/2018: 0 thousand euro, respectively), whereas no provisions were created under the heading "Other Provisions" neither for the Group nor for the Parent Company as prescribed in paragraphs 10, 11 and 14 of I.A.S. 37 "Provision,					Translation exchanges differences	(66)	(334)	0	0
contingent liabilities and contingent assets".					Amortization of government grants	(88)	(89)	0	0
					Results (income, expense, gains & losses) of investing activities
of the current year, created from transactions with related companies, as these are defined in I.A.S. 24, with distinct reference to the remuneration and balances of key management personnel and members of the board, are given below:					Interest expense & similar charges	(3.333) 4.854	(707) 6.165	(913) 1.779	(439) 3.550
	GROUP PARENT
a) Sales of goods and services b) Purchases of goods and services	616 1.394 6 3.384				Add/less adjustments for changes in working capital or
c) Receivables	698 1.212				changes related to operating activities:
d) Payables	73 2.997				Decrease/(Increase) in inventories	(819)	(479)	(394)	(259)
e) Key management personnel and member of the board compensation f) Receivables from key management personnel and member of the board	1.011 951 - -				Decrease/(Increase) in receivables Increase/(Decrease) in payables (excluding borrowings)	(9.665)	(2.177)	(3.628)	(3.727)
g) Payables to key management personnel and member of the board	- -				Less:	5.221	2.860	3.612	3.363
					Interest expense & similar charges paid	(7.085)	(6.140)	(4.024)	(3.545)
The parent Company's balances of sales-income, purchases-expenses, receivables and payables with related parties have been eliminated for the consolidation of the Financial Statements as at December 31st, 2019.					Income taxes paid	(418)	(450)	0	0
thousand) respectively.					Net cash flows from/(used in) operating activities (a)	80	246	(1.161)	(1.606)
Company during 2019.
					Investing activities Increase of share capital of subsidiaries / Finacial assets	0	(75)	(128)	(212)
December 31st 2019. The figures were insignificant for consolidation purposes.					Purchase of property, plant & equipment and intangible assets	(2.062)	(2.260)	(254)	(145)
b. On January 14th, 2019, "ELGEKA S.A." proceeded to the establishment of new company under the name "ELG HOLDINGS S.A.", which has its headquarters in Athens. The participation percentage of "ELGEKA S.A." in the share capital of the newly formed company, which amounts to 25.000 euro, is 100%. The object of the new company is investing through participation in other					Proceeds from sale of property, plant & equipment and intangible assets	2.501	63	851	15
companies. c. On February 12th	, 2019, the Extraordinary General Meeting of the shareholders of the 99,99% subsidiary company "DIAKINISIS S.A. Warehousing - Transport - Packaging" decided:				Purchase of investment property	(20)	0	0	0
a) the reduction of its share capital by the amount of 9.900 thousand euro for the purpose of covering an equivalent amount of accounting losses, with a corresponding reduction of the nominal value of each share by one euro and twenty cents, namely from two euro at eighty cents each, and b) the increase of its share capital by the amount of 6.400 thousand euro by cash payment and the					Proceeds from sale of investment property	505	2.329	0	0
issue of 8.000.000 new common registered shares of nominal value of eighty cents each, as well as the amendment of article 5 of its Articles of Association. This increase of the share capital of "DIAKINISIS S.A. Warehousing - Transport – Packaging" was fully covered by the company "ELG HOLDINGS SINGLE-MEMBER S.A.", which is a newly established 100% subsidiary of "ELGEKA					Interest received	11	14	2	12
S.A.". On 14/02/2019 the aforementioned subsidiary company "ELG HOLDINGS SINGLE-MEMBER S.A." signed a contract with the investment capital "Southbridge Europe Mezzanine SICAR", for					Net cash flows from/(used in) investing activities (b)	935	71	471	(330)
the purpose of its financing by issuing a convertible and exchangeable bond loan of up to 6.400 thousand euro, the total amount of which will be used to cover the increase in the share capital of "DIAKINISIS S.A." as above. The duration of the convertible exchangeable bond issued by "ELG HOLDINGS SINGLE-MEMBER S.A." is sixty six months, with the payment of both the principal and					Financing activities
the interest on the expiry of the loan, in case of non-conversion / exchange. The bond loan is either convertible into shares of "ELG HOLDINGS SINGLE-MEMBER S.A." or exchangeable in shares of "DIAKINISIS S.A." that holds "ELG HOLDINGS SINGLE-MEMBER S.A.". Following the above, the new share capital of the subsidiary company "DIAKINISIS S.A. Warehousing - Transport -					Proceeds from loans	152.461	86.227	47.165	5.235
Packaging" amounts to totally 13.000 thousand euro divided into 16.250.000 common registered shares with nominal value of eighty cents (€ 0,80) each, while the total participation percentage of "ELGEKA S.A." to "DIAKINISIS S.A." remains at 99,99%, namely percentage 50,76% directly and percentage 49,23% indirectly through "ELG HOLDINGS SINGLE-MEMBER S.A.".					Repayment of loans	(151.724)	(92.021)	(49.978)	(7.060)
d. On May 30th, 2019, the wholly-owned subsidiary "ELGEKA (CYPRUS) LTD" proceeded to the establishment of a new company under the name "ELGEKA PROPERTY & DEVELOPMENT S.R.L.", which is based in Bucharest. The participation percentage of "ELGEKA (CYPRUS) LTD" in the share capital of the newly formed company "ELGEKA PROPERTY & DEVELOPMENT					Payment of leasing liabilities	(5.423)	(808)	(262)	0
S.R.L.", which amounts to 1.000 euro, is 99%. The object of the new company is the investment in real estate. e. On October 2	ond, 2019, following the special resolution, the parent company "ELGEKA S.A." approved the increase of the share capital of its subsidiary "ELGEKA (CYPRUS) LTD" by the amount				Net cash flows from/(used in) investing activities	(4.686)	(6.602)	(3.075)	(1.825)
of 102.600 euro, with the payment of cash and the issue of 60.000 new ordinary shares of nominal value 1,71 euro each so that the share capital of "ELGEKA (CYPRUS) LTD" is formed from 11.388.600,00 euro to 11.491.200,00 euro, namely divided from 6.660.000 ordinary shares to 6.720.000 ordinary shares of nominal value 1,71 euro each. This share capital increase of "ELGEKA					Net increase/(decrease) in cash
4.On December 31st, 2019, there were mortgages on the on the fixed assets of the Parent Company of total amount 25.186 thousand euro (31/12/2018: 0 euro), while on the buildings of the Group 5.There is no pending litigation that could materially affect the financial position or operation of the Parent Company and the Group. The aggregated amount of provisions for bad and doubtful debts 6.The number of employees as at 31/12/2019 was 866 for the Group and 105 for the Parent Company respectively (31/12/2018: Group 943 and Company 102, respectively). 7.All activities (sales and purchases of goods and services) aggregating from the beginning of the year as well as receivable and payable balances of the Parent Company and the Group in the end 8.Investments in fixed assets that took place from the Group and the Parent Company during 2019 amounted to 2.082 thousand euro (2018: 2.260 thousand euro) and 254 thousand euro (2018: 145 9.Earnings per share (EPS) have been calculated using the profit or loss after tax and non-controlling interest divided by the weighted average number of ordinary shares in circulation of the Parent 10.Neither any of subsidiary nor the Parent held shares of the Parent Company at the end of the current year. 11.a. The companies "ELGEKA FERFELIS S.R.L." and "ELGEKA FERFELIS BULGARIA L.T.D." have applied for liquidation to the local authorities. The liquidation process has not completed by (CYPRUS) LTD" was typically approved on 15/10/2019, after the validation of the relevant application submitted by its Administration to the District Court of Nicosia, while the partial deposits by "ELGEKA S.A." to cover the total amount of this increase were completed on 28/01/2020.					and cash equivalents ( a ) + ( b ) + ( c ) Cash and cash equivalents at the beginning of the period	(3.671) 5.890	(6.285) 12.175	(3.765) 5.019	(3.761) 8.780

thousand euro, for the Group and the Company respectively, by the investment property valuations, that affected the Results. The corresponding amounts for 2018 were a profit of 520 thousand euro and 429 thousand euro, for the Group and the Company respectively, that affected the Results. 14.Recent developments regarding the emergence and spread of the COVID-19 pandemic and the necessary restrictions on travel and contacts, until the date of drafting the attached financial statements have affected the operation of the Greek and global market in general. In Note 45 of the Annual Financial Report, reference is made to the effects of the event on the operation and performance of the Group as well as to relevant estimates of the Group's Management. There are no other events that took place after the date of Financial Statements that relate either to Group or to Company, for which it is required by International Financial Reporting Standards either disclosure or alteration in the amounts of published Financial Statements.
CHAIRMAN OF THE B.o.D. & MANAGING DIRECTOR	Industrial area of Sindos - Thessaloniki, 25 June 2020 VICE - CHAIRMAN	GROUP CHIEF FINANCIAL OFFICER	ACCOUNTING AND TAX PLANNING MANAGER OF GROUP
ALEXANDROS KATSIOTIS ID. No. X 232184 / 01	ELLI DRAKOPOULOU ID. No. AΒ 287230 / 06	ARIS CHATZATOURIAN ID. No. ΑΟ 170228 / 20	KONSTANTINOS MEINTANIS VAT: 030961080 P.F.C.: Z' THESSALONIKI ACC. REG. No. 0017678 CLASS: A'

consolidated during the comparable year, there were no other alterations nor were any companies which were not included in the consolidation as per December 31st, 2019. The above mentioned events are presented in Notes 1 of Annual Financial Statements. 12. The amounts and the nature of the other comprehensive income after taxes are analyzed as follows:

GROUP (01.01-31.12.2019)

Nature of Other Comprehensive Income / (loss) after taxes Exchange differences from translation of foreign subsidiaries (393) -

COMPANY (01.01-31.12.2019)

Actuarial gains / (losses) (77) (23)

Participation in Other comprehensive income / (loss) of joint ventures (124) - Other comprehensive income / (loss) after taxes (594) (23)

13.The Investment Property of the Group and the Company are stated at fair value by accredited certified valuators. As at December 31st , 2019, it was accrued a profit of 920 thousand euro and 263