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Thrace Plastics Holding and Commercial S.A.

Annual Report Mar 23, 2016

2756_10-k_2016-03-23_5a86cc38-4359-4edd-9d2b-c836bab3947f.pdf

Annual Report

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THRACE PLASTICS Co. S.A.

ANNUAL FINANCIAL REPORT

January 1st to December 31st 2015

(In accordance with Law 3556/2007)

Company Reg. No. 11188/06/Β/86/31 General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str., 17455 Alimos, Attica Greece

Information regarding the preparation of the Annual Financial Report for the period from January 1st to December 31st 2015

The present Financial Report, which refers to the period from 1.1.2015 to 31.12.2015, was prepared in accordance with article 4 of L.3556/2007 and the relevant decision issued by the Board of Directors of the Hellenic Capital Market Commission under Reg. No. 7/448/29.10.2007. The present Report was approved by the Board of Directors of THRACE PLASTICS Co. S.A. on March 21st, 2016, and has been posted on the company's website www.thracegroup.gr where such will remain available to investors for a period of at least 5 years from the publication date and includes:

Ι. Statements by Representatives of the Board of Directors 3
ΙΙ. Report by the Board of Directors 4
ΙΙΙ. Audit Report by Certified Auditor 39
IV. Annual Financial Statements for the Period 1.1.2015 – 31.12.2015 41

99
V. Data and information 100
VI. Information of article 10 Ν.3401/2005 101
VII. Online availability of financial information 105

I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS (according to article 4 par. 2 of L 3556/2007)

We hereby state that to our knowledge, the Annual Financial Statements (Parent and Consolidated) of THRACE PLASTICS Co. S.A., which concern the period from January 1st 2015 to December 31st 2015, were prepared in accordance with the accounting standards in effect, accurately present the Assets and Liabilities, Equity and Results of the Company, as well as those of the companies included in the consolidation and considered aggregately as a whole.

We also state that to our knowledge, the Annual Report by the Company's Board of Directors accurately presents the developments, performance and position of the Company, as well as of the companies included in the consolidation and considered aggregately as a whole, including the description of basic risks and uncertainties such face.

Xanthi, 21 March 2016

The signatories:

The Chairman of the Board and Chief Executive Officer

The Vice-Chairman The Member of the Board

Konstantinos St. Chalioris Theodosios A. Kolyvas George Braimis

ANNUAL REPORT BY THE BOARD OF DIRECTORS OF THRACE PLASTICS Co. S.A. ON THE FINANCIAL STATEMENTS OF THE YEAR FROM 1-1-2015 TO 31-12-2015

INTRODUCTION

The present Annual Management Report by the Board of Directors (hereinafter for abbreviation purposes the "Report") was prepared in accordance with the relevant provisions of Law 2190/1920, Law 3556/2007 and the relevant to such executive decisions issued by the Hellenic Capital Market Commission, as well as the relevant provisions of Law 3873/2010.

The Report includes the total required information with an objective and adequate manner and with the principle of providing substantial and not typical information with regards to the issues included in such.

Given the fact that the Company prepares consolidated and non-consolidated (separate) financial statements, the present Report constitutes a single report referring mainly to the consolidated financial data.

It is noted that the present Report includes, along with the 2015 financial statements, the required by law data and statements in the Annual Financial Report, which concern the financial year ended on 31 December 2015.

The sections of the Report and the contents of such are as follows:

SECTION I: Significant events that took place during the financial year 2015

  • On 20 February 2015, the Group established the company "Thrace Eurobent S.A." which activates in the manufacturing of waterproof products via the use of Geosynthetic Clay Liner – GCL. "Thrace Plastic Co S.A." and the Polish company "Eurobent Sp. zo.o." participate in the new company's share capital with 51% and 49% respectively. The company's headquarters and production facilities are located in Xanthi, Greece.

  • The Annual Ordinary Shareholders' Meeting that convened on 15 April 2015 approved the annual financial statements and the distribution of a dividend amounting to Euro one million (1,000,000 gross amount) from which a tax amount of 10% was withheld according to the article 64 of Law 4172/2013. The payment of the above approved distributed amount commenced on 27th April 2015.

  • On 12/08/2015, the Group applied for the deletion from the relevant corporate registry of the companies "Canutte Limited" (100% subsidiary of Thrace Plastics Pack SA with share capital of € 1) and "Marzena Limited" (100% subsidiary of Thrace Plastics Co. SA with share capital of € 66) which are both domiciled in Nicosia of Cyprus. The decision for the liquidation of the companies was taken in the context of the Group's restructuring mainly for operating reasons. The liquidation of the two companies will have no effect on the financial results (turnover, employed personnel, equity and profitability) of the Group. The companies "Canutte Limited" and "Marzena Limited" are not any longer included in the consolidated financial statements.

  • In application with the clauses of paragraph 4.1.3.1 of the Regulation of the Athens Exchange and of article 10, paragraph 1 of L. 3340/2005, and in continuation of the special tax audit for the

financial year 2014, which was conducted by the legal auditors according to article 65Α, Law 4174/2013, the relevant tax certificates with conclusion titled "without reservation" were issued for the Company as well as its subsidiaries « Thrace Non Wovens & Geosynthetics S.A.», «Thrace-Sarantis S.A.», «Thrace Plastics Pack S.A.» and «Thrace Greenhouses S.A.».

SECTION II: Main Risks and Uncertainties

The financial products used by the Group, mainly consist of bank deposits, bank overdrafts, receivable and payable accounts and loans.

The Group's activities, in general, create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk.

Risk of Price Fluctuations of Raw Materials

The Company is exposed to fluctuations in the price of polypropylene (represents 55% of the cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on to the selling price, causes the compression of margins. For this reason, the Company accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in general.

Credit Risks

The Group is exposed to credit risks, and in order to manage such consistently, it consistently applies a clearly defined credit policy that is continuously monitored and reviewed, in order to assure that the provided credit does not exceed the credit limit per customer. Also, insurance contracts are made to cover sales per customer, while collaterals are not required on the assets of customers. During the preparation date of the Financial Statements, provisions were made for doubtful customer receivables and the Management considers that there is no other substantial credit risk that is not covered by insurance coverage or provisions.

The following table presents an analysis of the maturity of trade and other receivables on 31-12-2015

Maturity of Trade Receivables for 2015 Group Company
01 – 30 days 20,086 1,336
31 – 90 days 27,433 1,763
91 – 180 days 5,190 469
180 days and over 6,649 2,508
Subtotal 59,358 6,076
Provisions for doubtful receivables (6,740) (2,461)
Total 52,618 3,615

The above amounts are expressed in terms of days of delay in the table below:

Analysis of delayed customer receivables
in 2015
Group Company
Timely receivables 40,666 3,078
Overdue receivables 1 – 30 days 9,210 379
Overdue receivables 31 – 90 days 2,032 77
Overdue receivables above 91 days 7,449 2,542
Subtotal 59,357 6,076
Provisions for doubtful customer receivables (6,739) (2,461)
Total 52,618 3,615

With regard to the amounts in delay for over 90 days, which the Group has classified as doubtful, relevant provisions have been made which are deemed as sufficient.

Correspondingly, for comparability purposes, the amounts of maturity and delay for the financial year 2014 are presented in the following tables:

Maturity of Trade Receivables for 2014 Group Company
01 – 30 days 18,586 3,051
31 – 90 days 29,168 3,125
91 – 180 days 5,106 1,358
180 days and over 6,972 3,043
Subtotal 59,832 10,577
Provisions for doubtful receivables (6,790) (2,461)
Total 53,042 8,116
Analysis of delayed customer receivables
in 2014
Group Company
Timely receivables 40,728 5,287
Overdue receivables 1 – 30 days 9,847 1,384
Overdue receivables 31 – 90 days 2,054 496
Overdue receivables above 91 days 7,203 3,410
Subtotal 59,832 10,577
Provisions for doubtful customer receivables (6,790) (2,461)
Total 53,042 8,116

Liquidity risk

The monitoring of liquidity risk is focused on managing cash inflows and outflows on a constant basis, in order for the Group to have the ability to meet its cash flow obligations. The management of

liquidity risk is applied by maintaining cash equivalents and approved bank credits. During the preparation date of the financial statements, there were adequate, unused bank credits, approved to the Group, which are considered sufficient to face a possible shortage of cash equivalents.

Short-term liabilities are renewed at their maturity, as they are part of the approved bank credits.

The following table presents the liabilities –loans provided according to their maturity dates.

Group 2015 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 20,348 11,326 - - 31,674
Other short-term liabilities
Short-term debt
9,422
25,318
7,209
6,362
1,285
27,394
756
-
18,672
59,074
Long-term debt - - - 9,841 9,841
Other long-term liabilities - - - - -
Total 31.12.2015 55,088 24,897 28,679 10,597 119,261
Company 2015 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 2,802 8 - - 2,810
Other short-term liabilities 1,255 783 - - 2,038
Short-term debt - - 22,103 - 22,103
Long-term debt - - - - -
Other long-term liabilities 155 - - - 155
Total 31.12.2015 4,212 791 22,103 - 27,106
Group 2014 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 16,035 13,754 36 18 29,843
Other short-term liabilities
Short-term debt
10,664
22,691
2,631
27,038
127
6,460
- 13,422
56,189
Long-term debt - - - 10,307 10,307
Other long-term liabilities - - 77 343 420
Total 31.12.2014 49,390 43,423 6,700 10,668 110,181
Company 2014 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 1,867 2,378 - - 4,245
Other short-term liabilities 2,101 824 - - 2,925
Short-term debt 18,027 4,000 - 22,027
Long-term debt - - - - -
Other long-term liabilities - - - 167 167
Total 31.12.2014 3,968 21,229 4,000 167 29,364

Foreign exchange risk

The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in foreign countries. The management of the various risks is made by the use of natural hedge instruments. In particular, the Group's policy is to take out loans at the level of balances in foreign currency for the rest of the customers too.

Effect of changes in foreign exchange on the financial statements from the conversion of foreign subsidiaries' balance sheets.

Foreign currency 2015 2014
Change of foreign currency against
Euro
USD GBP Other USD GBP Other
Profit before tax
+5% (709) (73) (20) 204 62 -
-5% 784 81 22 (204) (62) -
Equity
+5% 6 (927) (257) (338) 845 43
-5% (6) 1,025 284 338 (845) (43)

Interest rate Risk

The Group's long-term loans have been provided by Greek and foreign banks and are mainly denominated in Euro. The repayment period varies, according to the loan contract, while long-term loans are mainly linked to Euribor plus a margin. The Group's short-term loans have been provided by several banks, under Euribor, plus a margin and Libor plus a margin.

It is estimated that a change in the average annual interest rate by 1 percentage point, will result in a (charge) / improvement of Earnings Before Tax as follows:

Possible interest rate change Effect on Earnings before Tax
Group Company
2015 2014 2015 2014
1% interest rate increase (688) (657) (220) (179)
1% interest rate decrease 688 657 222 179

Capital Adequacy Risk

The Group controls capital adequacy using the Net Debt to Operating Profit ratio and the Net Bank Debt to Equity ratio. The Group's objective in relation to capital management is to ensure the ability for its smooth operation in the future, while providing satisfactory returns to shareholders and benefits to other parties, as well as to maintain an ideal capital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to maintain the lowest possible level of external financing.

Capital Adequacy Risk Group Company
2015 2014 2015 2014
Long-term debt 9,799 9,468 -
Short-term debt 59,025 56,189 22,103 22,027
Total debt 68,824 65,657 22,103 22,027
Minus cash & cash equivalents 26,411 32,879 3,008 11,796
Net debt 42,413 32,778 19,095 10,231
EBITDA 28.980 23,518 1,224 659
NET BANK DEBT /EBITDA 1.46 1.39 15.60 15.52
EQUITY 129,238 112,453 71,406 73,002
NET BANK DEBT / EQUITY 0.32 0.29 0.26 0.14

Risk due to capital controls imposed in the Greek banking system

The Greek banks entered into a bank holiday period on 28.06.2015 via an Act of Legislative Content which imposed capital controls in accordance with the respective decision of the Ministry of Finance. The bank holiday was terminated on 20.07.2015 whereas capital controls still remain intact until the date of the present Report despite the constant improvements made in the relevant legislative framework towards the relaxation of initial capital control measures.

During the entire period from the beginning of the bank holiday and the subsequent capital controls (28.06.2015) until today, the Company demonstrated that is fully prepared and possesses the appropriate operating and organizational structures in order to manage tough and extreme situations with calmness, systematic actions and effectiveness.

However the Management by realizing the especially tough domestic business environment in which the Company activates, takes all the necessary measures in order to ensure its smooth operations and sustainable development as well as to minimize any negative effect.

Moreover taking into consideration the nature of the activities of the Group in Greece and abroad, any negative developments are not expected to materially affect its smooth operations.

In this context there is sufficient dispersion of the Group's cash reserves in Greece and abroad. However the Management continues to monitor and evaluate the situation and its potential effect, in order to ensure that all necessary actions and measures are taken for the minimization of the negative effect on the operations, financial performance, cash flows and financial position of the Company and the Group.

SECTION III: Significant Transactions with Related Parties

The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are described below:

(amounts in thousand euro)

Sales-Income Sales Income Total
Thrace NW &
Geosynthetics 1,732 2,226 3,958
Thrace IPOMA 2,115 235 2,350
Thrace Sarantis 776 0 776
Thrace Plastics Pack 227 808 1,035
Don & Low LTD 8 965 973
Thrace Polybulk AS 0 177 177
Thrace Polybulk AB 0 237 237
Thrace Linq Inc 0 216 216
Synthetics Holdings LTD 0 138 138
Synthetic Packaging 268 112 380
Total 5,127 5,113 10,240
Purchases-Expenses Purchases Expenses Total
Thrace NW &
Geosynthetics 498 1 499
Total 498 1 499
Customer-Receivables 31.12.2015
Thrace Sarantis 271
Thrace Ipoma 782
Thrace NW &
Geosynthetics 8.288
Don & Low ltd 238
Total 9.580
  • The fees paid to the members of the Management during the year 2015, amounted to EUR 1,901 versus EUR 1,518 in 2014 on parent level, whereas on group level accounted for EUR 6,383 versus EUR 4,659 in 2014.
  • The Company has issued letters of guarantee through banks in favor of third parties, amounting to € 835 thousand while it has provided guarantees in favor of its subsidiaries for security against loans amounting to € 17,678 thousand.
  • During 2015, the total fees of the Company's legal auditors amounted to € 424 thousand for the Group and to € 55 thousand for the Company, according to those stated in article 43a of C.L. 2190/1920, as amended by article 30 of L. 3756/2009.
  • There were no changes in transactions between the Company and its related parties that could have had substantial effects on the financial position and performance of the Company during the financial year 2015.

All transactions described above have taken place under normal market terms.

SECTION IV: Analytical Information according to Article 4 par. 7 of Law 3556/2007, as currently in effect

The Company, according to article 4 par. 7 of L. 3556/2007 is obliged to include in the present Report, analytical information regarding a series of issues, as follows:

1. Structure of Company's share capital

The Company's share capital amounts to twenty nine million, seven hundred sixty two thousand, four hundred forty nine euro and twenty cents euro (€29,762,449.20) and is divided into forty five million, ninety-four thousand, six hundred and twenty (45,094,620) shares, with a nominal value of € 0.66 each. All Company shares are common, registered, with voting rights, and are listed on the Securities Market of the Athens Exchange and specifically in the Main Market under the Chemicals – Specialized Chemicals sector. The structure and the formation of the Company's share capital are presented in detail in article 5 of the Company's Articles of Association. The Company's shares were listed on the Athens Exchange on 26 June 1995.

2. Limitations to the transfer of Company shares

The transfer of Company shares takes place as stipulated by the Law and there are no limitations regarding such transfers in its Articles of Association.

3. Significant direct or indirect participations according to the definition of Law 3556/2007

With regards to significant participations in the share capital and voting rights of the Company, according to the definition of provisions of articles 9 to 11 of L. 3556/2007, Mr. Konstantinos Chalioris holds, on 31/12/2015, a percentage of 41.933% of the Company's share capital and voting rights and Mrs. Eufimia Chalioris holds, on 31/12/2015, a percentage of 20.226 % of the Company's share capital and voting rights. No other physical or legal entity owned a percentage over 5% of the share capital. The data regarding the number of shares and voting rights held by individuals with a significant participation, have been derived from the Shareholder Registry kept by the Company and from disclosures provided to the Company according to Law.

4. Shares incorporating special control rights

There are no Company shares that provide special control rights to owners.

5. Limitations on voting rights

According to the Company's Articles of Association, there are no limitations on voting rights.

6. Agreements of Company shareholders

To the knowledge of the Company there are no shareholder agreements, which result in limitations on the transfer of shares or limitations on the exercise of voting rights that emanate from its shares.

7. Rules for appointment and replacement of Board members and the amendment of the Articles of Association, which deviate from the provisions of C.L.2190/1920

The rules stated by the Company's Articles of Association regarding the appointment and replacement of its Board of Directors' members and the amendment of the provisions of its Articles of Association, do not differ from those stipulated by C.L. 2190/1920.

8. Responsibility of the Board of Directors or specific Board members for the issuance of new shares or the purchase of treasury shares.

According to paragraph 13 of article 13 of C.L. 2190/1920, as currently in effect, the Board of Directors increases the share capital of the Company by issuing new shares, in the context of the approved by the General Meeting Stock Option Plans, for the acquisition of company shares by beneficiaries.

According to the provisions of article 16 of C.L. 2190/1920, as currently in effect, the Company may acquire treasury shares, only following approval by the General Meeting, up to 1/10 of its paid up share capital, under the specific terms and procedures stipulated by the provisions of article 16 of CL 2190/1920, as currently in effect.

There are no opposite statements in the Company's articles of Association.

9. Significant agreements made by the Company and put into effect, amended or terminated in case of a change in the Company's control following a tender offer.

There are no such agreements, which are put into effect, amended or terminated, in case of a change in the Company's control following a tender offer.

10. Significant agreements made by the Company with Board members or the Company's personnel

There are no agreements of the Company with the members of its Board of Directors or its personnel, which provide for the payment of indemnity specifically in case of resignation or termination of employment without reasonable cause or of termination of their term or employment, due to a tender offer.

SECTION V: Treasury Shares

Based on the decision of the Annual General Shareholders' Meeting of 20th April 2012, the Company implemented a stock repurchase plan. During the period 23rd April 2012 until 23rd April 2014, the Company acquired 220,554 treasury shares with an average acquisition price of Euro 0.60 per share (in absolute numbers) via Alpha Finance brokers.

The Extraordinary General Shareholders' Meeting of 29th December 2014 approved a new stock repurchase plan of the Company, via the Athens Exchange, according to the article 16 of P.L. 2190/1920 as it is currently in effect, and granted the relevant authorization to the Company's Board of Directors for the implementation of the above stock repurchase plan. Specifically the new stock repurchase plan was approved under the following terms and conditions:

a) The maximum number of shares repurchased accounted for 4,288,908 representing 10% of the Company's outstanding share capital, after the deduction, in any case, of the treasury shares currently held by the Company (at the time of the decision 220,554 shares). The above absolute number would be accordingly affected in case of corporate actions during the share repurchase plan that would result into the change of the number of shares of the Company.

  • b) The price range of the stock repurchase was set from sixty six (0.66) cents of Euro (minimum level) up to two Euros and fifty cents (2.50) (maximum level), and finally
  • c) The duration of the stock repurchase plan was determined at a maximum of 24 months from the approval of the above decision, meaning until December 30th, 2016.

During the period 31 December 2014 – 31 December 2015, in the context of the above repurchase plan, the Company had repurchased 665,228 treasury shares with an average price of EUR 1.31 per share (on absolute numbers) via Alpha Finance Securities & Investment Services Company (AEPEY).

As a result on 31/12/2015, the Company held 885,782 treasury shares in total with an average acquisition price of EUR 1.13 per share.

SECTION VΙ: Information on Labor and Environmental Issues

The Group employed, on 31 December 2015, a total of 1,668 employees, from which approximately 845 were employed by the Group's subsidiaries in Greece.

As regards to the management of human resources, the Management derives its valuable experience from abroad and applies efforts to improve the working conditions at all levels, mainly with regards to issues involving education, hygiene and security at work. Specifically, the security of employees and of the operation of facilities, was and is a top priority for Management and for this reason a large amount of money is allocated, annually, for employee education and in order to ensure conditions of absolute security for employees. In the Group's plants, training and education of staff is continuous and the work is carried out under the full guidance of supervisors and heads of departments.

The Company has particular awareness on environmental issues as well. In this context it has adopted and applies production methods that are environmentally friendly and that do not create gas and liquid waste, while it has achieved a 100% recycling of the remains of its products.

SECTION VΙΙ: Business Units

The activity of the Thrace Plastics Group is distinguished into three Units. Specifically:

Α. The Technical Fabrics Unit which has an international orientation and owns production facilities in Xanthi (Thrace Non-Wovens & Geosynthetics and Thrace-Eurobent SA), Scotland (Don & Low LTD), and the U.S. (Thrace Linq Inc and Lumite Inc.) and trading companies in Australia (Don & Low Australia Pty Ltd) and China (Thrace Asia). Main products of the Unit are geotextiles, insulation films and technical fabrics for agricultural and industrial uses. And

Β. The Packaging Unit which is oriented to the European market with emphasis in South East European countries, Scandinavia, the United Kingdom and Ireland. Specifically, it includes facilities and operates through nine Group companies, including the parent company in Greece, companies in Ireland, the UK, Sweden, Norway, Bulgaria, Romania and Serbia. The Unit's products include Industrial Packaging Products that mainly concern bags, big bags and pallet films for packaging of lubricants, fish food, animal food as well as chemical and inert materials and Consumer Product Packaging with applications in the packaging of food and chemicals.

C. The Agricultural Unit, which concerns the company's "Thrace Greenhouses S.A." activities which was established in January 2013 and is located in the municipality of Topeirou in Xanthi, is controlled 100% by the Company and its main activity concerns the construction of greenhouses for tomato

production by applying the method of hydroponic cultivation and the utilization of geothermal energy.

SECTION VΙΙΙ: Evolution and Performance of the Group

1. Group Results

The following table presents the course of the Group's results throughout the year2015, compared to 2014:

2015 Consolidated Results
(amounts in thousand euro) 2015 2014 % Ch.
Turnover 289,396 278,182 4.0%
Gross Profit 59,374 51,313 15.7%
Gross Profit Margin 20.5% 18.4%
Other Operating Income 3,192 2,505 27.4%
As % of Turnover 1.1% 0.9%
Distribution Expenses 25,030 22,728 10.1%
As % of Turnover 8.6% 8.2%
Administrative Expenses 18,066 16,209 11.5%
As % of Turnover 6.2% 5.8%
Other Operating Expenses 1,482 1,847 -19.8%
As % of Turnover 0.5% 0.7%
Other Income / (Losses) 1,092 1,624 -32.8%
ΕΒΙΤ 19,080 14,658 30.2%
EBIT Margin 6.6% 5.3%
EBITDA 28,980 23,518 23.2%
EBITDA Margin 10.0% 8.5%
Financial Income 410 498 -17.7%
Financial Expenses -7,722 -6,234 23.9%
Income/(Expenses) from Companies consolidated
with the Equity Method
1,516 1,166 30.0%
EBT 13,284 10,088 31.7%
EBT Margin 4.6% 3.6%
Income Tax 3,263 3,431 -4.9%
Total EAT 10,021 6,657 50.5%
EAT Margin 3.5% 2.4%
Minority Interest 233 155
Total EATAM 9,788 6,502 50.5%
EATAM Margin 3.4% 2.3%
Earnings per Share (in euro) 0.2204 0.1444 52.6%

Turnover € 289,396 (+4.0%)

On Group level, sales volume increased by 2%. With regard to the sub-sectors, the Technical Fabrics Unit posted growth of 1.6% compared to the year 2014 and the Packaging Unit of 2.9%.

Gross Profit € 59,374 (+15.7%)

Gross Profit Margin settled at 20.5% in year 2015 compared to 18.4% in 2014. The Gross Profit margin posted an increase of 2.9 percentage points in the Technical Fabrics business unit and of 0.4 percentage points in the Packaging business unit during the year 2015 compared to 2014.

Other Operating Income € 3,192 (+27.4%)

Other Operating Income mainly concerns income from subsidies on personnel employment cost. Industrial companies located in border areas are entitled to such subsidies in accordance with L. 1767/88, L. 1836/89 and L. 1563/85, as well as their amendments.

Distribution Expenses € 25,030 (+10.1%) As percentage of Turnover, Distribution expenses stood at 8.6% versus 8.2% in 2014. Administrative Expenses € 18,066 (+11.5%) As percentage of Turnover, Administrative expenses stood at 6.2% versus 5.8% in 2014. Other Operating Expenses € 1,482(-19.8%)

Other Operating Expenses mainly concern taxes and duties not incorporated in the operating cost, staff indemnities, expenses related to the purchase of prototypes for the packaging sector and bank commissions from operating activities.

Other Earnings € 1,092 (-32.8%)

Other Earnings mainly concern credit foreign exchange differences (€ 1.097)

EBIT € 19,080 (+30.2%)
EBIT Margin settled at 6.6% from 5.3% in 2014.

EBITDA Margin settled at 10.0% from 8.5% in 2014.

Financial Results € -7,312 (+27.5%)

The following table presents the analysis of financial income and expenses during the year 2015 as compared to year 2014.

Financial Income 2015 2014
Interest and similar income 140 498
Foreign exchange differences 270 -
Total 410 498
Financial Expenses 2015 2014
Debit interest and similar expenses (4,721) (4,823)
Foreign exchange differences (354) (339)
Financial cost due to measurement of
receivables at current values
Financial result of defined contribution
(1,788) (520)
plans (859) (552)
Total (7,722) (6,234)

EBITDA € 28,980 (+23.2%)

$-.7,312 (+27.5%)$

Profit from the companies that are consolidated with the Equity method € 1,516 (+30.0%)

The above profit derived from the Group's associate companies Thrace Sarantis SA and Lumite Inc. in which the Group participates with 50%, and Thrace Greiner Packaging SRL and Thrace Eurobent in which the Group holds 46.42% and 51% of their capital respectively. The above companies are now consolidated according to the equity method following the change that occurred in the consolidation method of joint ventures (IFRS 10, IFRS 11, IFRS 12).

Earnings before Taxes € 13,284 (+31.7%)

EBT margin settled at 4.6% compared to 3.6% in 2014.

Earnings after Taxes € 10,021 (+50.5%)

EAT margin settled at 3.5% compared to 2.4% in 2014.

Income tax for the financial year 2015 amounted to € 3,263.

EATAM € 9,788 (+50.5%)

EATAM margin settled at 3.4% compared to 2.3% in 2014.

2. Parent Company Results

Parent Company's turnover amounted to € 13,476 thous. posting a decrease of 20.6% as compared to the financial year 2014. Gross Profit in year 2015 accounted for € 881 thous. or 53.6% lower than in 2014. Earnings before Interest, Taxes, Depreciation & Amortization (EBITDA) amounted to € 1,224 thous. in 2015 compared to € 659 thous. in the previous year posting an increase of 85.7%. Earnings before taxes amounted to € 91 thous. in 2015 compared to losses of € 539 thous. in 2014. Earnings after taxes amounted to € 251 thous. compared to losses of € 1,577 thous. in 2014.

3. Results per Business Unit

The following table summarizes the course of results of the sectors in which the Group operates (Technical Fabrics, Packaging and Others) for the financial year 2015 compared to the year 2014:

RESULTS PER BUSINESS UNIT *
Technical Fabrics Packaging Agricultural Unit
(amounts in € thous.) 2015 2014 % Ch. 2015 2014 % Ch. 2015 2014 % Ch.
Turnover 187,202 179,334 4.4% 110,158 109,661 0.5% 1,035 579 78.8%
Gross Profit 35.237 28,548 23.4% 23,272 22,747 2.3% 292 -182 -
Gross Profit Margin 18,8% 15.9% 21.1% 20.7% 28.2% -
Total EBITDA 16,569 13,046 27.0% 12,205 10,542 15.8% 206 -70 -
EBITDA Margin 8.9% 7.3% 11.1% 9.6% 19.9% -
* Any differences appearing as compared to the published results are due to eliminations between business units.

4. Consolidated Balance Sheet of the Group

The following table summarizes the basic Balance Sheet information as of 31.12.2015:

CONSOLIDATED BALANCE SHEET
(amounts in euro thous.) 31.12.2015 31.12.2014 % Change
Tangible Fixed Assets 92,268 74,667 23.6%
Investment Property 113 110 2.7%
Intangible Assets 11,522 10,778 6.9%
Interests in Related Companies 10,251 8,585 19.4%
Other Long-term Receivables 8,387 5,227 60.5%
Deferred Tax Assets 128 1,189 -89.2%
Total Fixed Assets 122,669 100,556 22.0%
Inventories 52,981 48,861 8.4%
Income Tax Prepaid 1,078 548 96.7%
Trade Receivables 52,618 53,042 -0.8%
Other Receivables 8,774 11,036 -20.5%
Cash & Cash Equivalents 26,411 32,879 -19.7%
Total Current Assets 141,862 146,366 -3.1%
TOTAL ASSETS 264,531 246,922 7.1%
Shareholders' Equity 127,394 110,843 14.9%
Minority Interest 1,844 1,610 14.5%
TOTAL EQUITY 129,238 112,453 14.9%
Long-term Liabilities
Long-term Loans 9,799 9,468 3.5%
Provisions for Employee Benefits 9,546 15,785 -39.5%
Other Long-term Liabilities 6,731 6,286 7.1%
Total Long-term Liabilities 26,076 31,539 -17.3%
Short-term Liabilities
Short-term Bank Debt 59,025 56,190 5.0%
Suppliers 31,632 29,385 7.6%
Other Short-term Liabilities 18,560 17,355 6.9%
Total Short-term Liabilities 109,217 102,930 6.1%
TOTAL LIABILITIES 135,293 134,469 0.6%
TOTAL EQUITY & LIABILITIES 264,531 246,922 7.1%

Fixed Assets € 122,669 (+22.0%)

  • Significant increase of the tangible fixed assets by € 17,601.

This change mainly resulted from the implementation of the investment plan of the Group. - Increase of Other Long-term Receivables by € 3.160 due to the reclassification of the Greek State receivable from short-term to long-term receivables. The particular receivable concerns the subsidy by 12% of the payroll cost in the area of Xanthi. This reclassification was made due to the delays observed over the last years in the payment of the subsidies from the Greek State whereas based on the present value a provision for impairment was made.

  • Decrease of the deferred tax receivables by € 1.061 due to the reduction of the liability that is generated by the pension plan of Don & Low LTD.

Current Assets € 141,862 (-3.1%)

Inventories amounted to € 52,981 thous. on 31.12.2015 increased by 8.4% compared to 31.12.2014.

The average Inventories turnover amounted to 81 days compared to 82 in 2014.

Trade Receivables amounted to € 52,618 decreased by 0.8% compared to 31.12.2014.

The average Trade Receivables Turnover amounted to 67 days compared to 66 days in 2014.

Equity € 129,238 (+14.9%)

Equity settled at € 129.238 posting an increase of 14.9%.

Provisions for Employee Benefits € 9,546 (-39.5%)

Lower provisions were due to the decrease of the total liability of the Don & Low LTD pension plan.

The total liability of the Don & Low LTD pension plan is analyzed as follows:

(amounts in thousand euro) 31.12.2015 31.12.2014
Present Value of Liabilities 144,005 142,593
Present Value of Fixed Assets 136,376 128,712
Actuarial Deficit 7,629 13,881

The Asset allocation of the plan is as follows:

(amounts in thousand €) 31.12.2015 31.12.2014
Shares 105,722 102,723
Bonds 29,837 24,296
Real Estate/Other 817 1,063
Total 136,376 128,712

Net Bank Debt €42,413 (+29.4%)

The Net Bank Debt to Equity ratio settled at 0.3x, unchanged compared to the year 2014.

Suppliers €31,632 (+7.6%)

The average Suppliers Turnover Ratio settled at 48 days versus 50 days in 2014.

5. Financial Ratios

Following the above analysis, some basic Financial Ratios are hereafter presented:

Capital Structure Ratios 2015 2014 Explanation
Total Liabilities / Equity 1.0 1.2 Relation between Liabilities and Equity
Net Bank Debt / Equity 0.3 0.3 Relation between Bank Debt and Equity
Relation between Bank Debt and Earnings before
Net Bank Debt/EBITDA 1.5 1.4 Interest, Taxes, Depreciation and Amortization
Fixed Assets / Total Assets 0.5 0.4 Asset Allocation between Current and Non-current Assets
Current Assets / Total Assets 0.5 0.6
The level of financing of the Tangible Assets from the
Equity / Net Fixed Assets 1.4 1.5 Equity
Leverage Ratios 2015 2014
Equity / Total Assets 0.5 0.5 Relation between Equity and Total Assets
Interest Coverage 4.0 2.4 Debit Interest Coverage from Operating Earnings (ΕΒΙΤ)
Liquidity Ratios 2015 2014
Current Ratio 1.3 1.4 Total Current Assets/Total Short-term Liabilities
(Total Current Assets - Inventories)/ Total Short-term
Acid Test Ratio 0.8 0.9 Liabilities
Profit Margins (%) 2015 2014
Gross Profit 20.5% 18.4% Gross Profit/Total Turnover
EBITDA 10.0% 8.5% EBITDA/ Total Turnover
EBT 4.6% 3.6% Earnings before Taxes/ Total Turnover
EATAM 3.4% 2.3% Earnings after Taxes and Minorities / Total Turnover
Receivables and Turnover (in days) 2015 2014
[(Customers 2015+ Customers 2014)/2]/Turnover*365
Average Customer Turnover 67 66 days
[(Inventories 2015+ Inventories 2014)/2]/ Cost of Sales
Average Inventory Turnover 81 82 *365 days
[(Suppliers 2015+ Suppliers 2014)/2]/Cost of Sales*365
Average Suppliers Turnover 48 50 days

SECTION Χ: Prospects and Outlook of the Group for the Financial Year 2016

With regard to the course of financial results during the year 2016, there are positive developments for the Group's results during the first quarter of the current year in terms of Turnover and Operating Profit compared to the corresponding period of 2015. The first quarter of 2016 mainly reflects the positive effect from the lower raw material prices, the higher production volumes and turnover, as well as the effect from the product mix.

The strong and healthy capital structure of the Group in combination with the operating and organizational structures in effect, allowed the Management to effectively manage any difficulties observed in the domestic business environment during the year 2015 and to implement a massive investment plan. According to this plan, the new production lines will be in normal operation until

the end of April 2016 and the positive effect on profit margins is estimated that will be reflected in the results of 2017 following the maturity phase of the particular investments.

The management is not in position to proceed with relatively safe estimates concerning the course of financial results for year 2016 due the uncertainty existing in the macroeconomic and financial environment as well as the volatile business sentiment prevailing not only domestically but also internationally.

SECTION ΧΙ: Corporate Governance Statement

The current Corporate Governance Statement is compiled according to the provisions of a.43a, par. 3d of PL. 2190/1920, as it is currently in effect, constitutes special section of the Annual Management Report of the Board of Directors and contains the entire information required by the law.

Specifically, the structure of the Corporate Governance Statement is as follows:

  • I. Compliance Statement with Corporate Governance Code
  • II. Deviations from the Corporate Governance Code and Justification of Such
  • III. Corporate Governance Practices applied by the Company apart from those stated by law
  • IV. Description of the internal control and risk management system as regards to the process for preparing financial statements
  • V. Information regarding the company's audit process (information stipulated by items (c), (d), (f), (h) and (i) of paragraph 1 of article 10 of Directive 2004/25/EC)
  • VI. Board of Directors and Committees
  • VII. General Meeting and Shareholders' Rights

I. Compliance Statement with Corporate Governance Code

Law 3873/2010, which incorporated the 2006/46/EC Directive of the European Union into the Greek legislation, essentially enacts the adoption of the Corporate Governance Law from companies and at the same time sets the obligation of compiling the current Statement.

The Company, in compliance with the provisions and regulations of the above Law, compiled and applies its own Corporate Governance Law. The text and the content of the Code are posted and generally available to the registered website of the Company www.thracegroup.com. The present Code was prepared by the Company and aims at the constant improvement of corporate institutional framework and the broader business environment, as well as the improvement of the competitiveness of the Company as a whole. During the preparation of the present Code were taken into account all the principles of corporate governance to be followed by the Company, as required by the current legislation (C.L.2190/1920, L.3016/2002, as amended and in force today, L.3693/2008 and L.3884/2010 ) as well as the Corporate Governance Code, which was written by the Hellenic Federation of Enterprises (hereafter "SEV"), and then amended in the context of the first revision by the Hellenic Corporate Governance Council (hereafter "ESED") and was published in October, 2013.

It is noted that for reasons of completion the aforementioned Corporate Governance Code (Hereafter the "Code") which has been conducted and adopted by the Company has been approved by the Board of Directors and has been submitted to the Hellenic Capital Market Commission.

ΙΙ. Deviations from the Corporate Governance Code and Justification of Such

The Company, as noted earlier, decided to compile and apply its own Corporate Governance Law, so that a framework of corporate governance is formulated by taking into account the Company's specific operation requirements and by thus recognizing the needs emanating from the Company's organization and operation. For this reason, deviations observed from the contents of the Code, are quite limited and in any case are not a subject of detailed analysis and certainly of justification.

Solely for formality reasons, certain deviations from the Code are presented for the year 2015:

1. The Board of Directors never convened via teleconference during the year

No relevant need arose and as a result no meeting occurred via teleconference during the year. In all board meetings the required by law and the Company's articles of association quorum was met as the board members were able to be physically present in these meetings.

2. The Board of Directors did not prepare at the beginning of year any time schedule with dates, with regard to its meetings

The absence of a predefined and strict time schedule with dates for the board meetings is due to the practical easiness to call for such a meeting every time it is required by the law or the Company's needs. In this context all matters and subjects can be dealt immediately and effectively each time they arise, without the Company having to comply with a predefined and strict time schedule.

ΙΙΙ. Corporate Governance Practices applied by the Company, apart from those stipulated by Law

As regards to corporate governance issues, the Company applies the provisions of laws 2190/1920, 3016/2002 and 3693/2007, which have been incorporated in its Memorandum of Association, its Internal Operation Regulation and in the Audit Manual it has prepared. Moreover, the Company applies its own Corporate Governance Code, which is in line with the provisions of the above laws and includes a series of additional Corporate Governance practices which are included in the Code's stipulations, the whole text of which has been posted on the company's website www.thracegroup.com.

IV. Description of the internal controls system and risk management system of the Company as regards to the procedure of preparing financial statements.

The Internal Controls System consists of the operations established by the Company in order to ensure the protection of its assets, identify and handle the most significant risks it faces or that it may face in the future, ensure that the financial data based on which the financial statements are prepared are correct and accurate, as well as to ensure that the Company's adheres to the Law, as well as to the principles and policies decided by Management.

In order to develop this System, the Company has studied and applied several Policies, Procedures and Regulations, that have been incorporated in its Internal Operation Regulation. With its application the Company covers the Management of Possible Risks in relation to the procedure for preparing Financial Statements in the following three (3) levels:

  • 1) Entity level controls,
  • 2) Financial reporting process controls,
  • 3) IT controls

Specifically:

1) Entity level controls

Role and Responsibilities of the Board of Directors: The Board of Directors decides on any action that concerns Management of the Company, Management of its assets and in general on anything that relates to the achievement of its objective.

Additionally, the Board of Directors:

  • Defines the responsibilities of each Division and assigns each Manager to delegate responsibilities to his/her employees.
  • Is responsible to recruit the Company's Senior Executives and to define their remuneration policy.
  • Is responsible to appoint the Company's Internal Auditors and to define their remuneration.
  • Is responsible to prepare a report with detailed transactions of the Company with its related parties, which is disclosed to the regulatory authorities.

Preparation of Budget and Supervising its Implementation at the Management level: The Annual Budget, which is also a guide for the Group's financial development, is prepared on an annual basis (consolidated and also per sector/subsidiary) and is presented to the Company's Board of Directors for approval. The Statements with the actual results are issued periodically, accompanied by the condensed reports including the deviations and are discussed at the Board level.

Internal Operation Regulation: The Company's Internal Operation Regulation is also the manual for its Internal Controls System, which amongst others includes the following:

  • Guidance on handling the different operations
  • Delegation of responsibilities
  • Authorizations and limits of expense approvals
  • Instructions for Controls on the basic sections of the Internal Controls System.

The adequacy of the Internal Controls System is monitored on a systematic basis by the Audit Committee through regular meetings that take place with the Internal Audit Service in the context of monitoring the Company's Annual Audit Program.

2) Financial reporting process controls

In order to ensure that the financial data, based on which the financial statements of both the Company and the Group, are correct and accurate, the Company applies specific controls that include the following:

  • The records from the Company's accounting department are applied based on a specific process that requires all receipts/documents to be original, sealed with a standardized stamp and carry the respective signed approvals.
  • The Company maintains a Certified Fixed Asset Registry in the Fixed Assets sub-system and applies depreciations according to the International Accounting Standards and Tax Rates in effect. Depreciations are reviewed by the Operational Head of the Finance Department.
  • The accounting department carries out periodic reconciliation of balances of payroll, customers, suppliers accounts, VAT etc.
  • The Operational Head of Financial Services is responsible for updating the Chart of Accounts (namely any changes and opening of new accounts).
  • The Group prepares the consolidated and also the separate per Group sector/subsidiary budget on an annual basis for the next financial year, and such budgets are presented to the Company's Board of Directors for approval.

  • Each month a detailed presentation is prepared per sector/subsidiary and on a consolidated Group level, for the financial results. This presentation is disclosed to the Group's Management.

  • Companies that constitute the Group follow common accounting applications and procedures in line with the International Financial Reporting Standards (IFRS).
  • At the end of each period, the accounting departments of the parent and subsidiary companies prepare their financial statements according to the International Financial Reporting Standards (IFRS).
  • The Financial Services of the Group collect all the necessary data from subsidiaries and factories, consolidation entries are applied and the financial statements are prepared according to the International Financial Reporting Standards (IFRS).
  • There are specific processes for the finalization of financial statements, which include deadlines for submission, responsibilities and information for the required disclosures.
  • The financial statements are reviewed by the company's Audit Committee and Board of Directors.

3) IT controls

The Financial Services Division of the Group is responsible for maintaining the Company's IT applications. This Division has established powerful IT controls, which ensure the support of the direct and also the long-term objectives of the Company and the Group as well. All applied processes are described in detail in the Company's Internal Operation Regulation. The most significant of such are presented below:

  • Back Up Process (in Hardware): According to the Operation Regulation, the IT Service develops the appropriate infrastructure and ensures that such is compatible with another company that has a respective IT system to cover each other's needs in cases of damage in the Company's central IT system.
  • Safekeeping (Confidential) of the Company's Computer Files: The IT Service applies the appropriate systems that ensure the "non" leakage of the Company's IT data.
  • Files – Software of the Central Computer: Particular emphasis is given to the access of the space where the Central Computer is installed, in order to allow such access only by IT employees that have been authorized by Management. The access is controlled adequately. The Operation Regulation defines who can access data whose possible alteration may result in calculation changes (i.e. invoices, payroll, discounts etc.).
  • Files – Software of the Peripheral Computers: Access to files and computer software is provided to specific individuals with the use of personal passwords.
  • Processes for Protection of the Central Computer and Peripheral Computers: In the context of protecting the Group's IT system, and taking advantage of the latest technology available, the IT Service applies the most advanced protection techniques, such as antivirus security software, email security, firewalls etc.

The Board of Directors of the company monitors the adequacy of the Company's Internal Controls System on a continuous basis, given that:

  • It has approved the Company's Internal Operation Regulation which has incorporated the appropriate Policies, Processes and Regulations that comprise the Internal Controls System applied by the Company.
  • The Company's Board members are recipients of the reports prepared by the Company's Internal Audit service. Through such reports, several sections/operations of the Company are assessed as well as the adequacy of Internal Control Systems applied in such.

V. Information regarding the Company's control status (Information of items (c), (d), (f), (h) and (i) of paragraph 1 of article 10 of Directive 2004/25/EC)

Significant direct or indirect participations (including indirect participations through pyramid structures or cross-participation) according to the definition of article 85 of directive 2001/34/ΕC

As regards to significant participations in the share capital and voting rights of the Company, according to the definition of article 85 of directive 2001/34/EC, Mr. Konstantinos Chalioris owned a percentage of 41.933% of the Company's share capital on 31/12/2015 and Ms Eufimia Chaliori owned a percentage of 20.226% of the Company's share capital on 31/12/2015. No other physical or legal entity owns a percentage over 5% of the Company's share capital. Data regarding the number of shares and voting rights of individuals owning significant participations, has been derived by the Shareholders' registry kept by the Company and the disclosures notified to the Company according to Law.

Owners of any type of titles that provide special control rights and description of such rights.

There are no Company titles that provide owners with special control rights.

Any kind of limitations on voting rights, such as limitations on voting rights of owners that hold a specific percentage or number of votes, the exercise deadlines for voting rights, or systems through which, with the cooperation of the company, financial entitlements that emanate from the titles are distinguished from the ownership of the titles ∙

The Company's Memorandum of Association provides no limitations to voting rights emanating from its shares any type of ownership titles.

Rules that regard the appointment and replacement of Board members as well as regarding amendment of the Memorandum of Association ∙

The rules included in the Company's Memorandum of Association, both as regards to the appointment and the replacement of Board Members and as regards to its amendments, do not differ from those stated by C.L. 2190/1920. It is noted that the Company's Memorandum of Association is fully in line with the provisions of L 2190/1920, based on the resolution by the Ordinary General Meeting of shareholders dated 24 June 2008.

The authorities of Board members, specifically as regards to the ability to issue or buyback shares

According to par. 13 article 13 of CL 2190/1920, as currently in effect, the Board of Directors increases the Company's share capital by issuing new shares in the context of implementing the approved by the General Meeting Stock Option Plans, for purchase of Company shares by beneficiaries.

According to the provisions of article 16 of CL 2190/1920, as currently in effect, the Company may acquire its own shares, only following an approval by the General Meeting, up to 1/10 of the paid up share capital, under the specific terms and procedures stipulated by the provisions of article 16 of CL 2190/1920, as currently in effect. There is no provision in the Company's Memorandum of Association that states otherwise.

VI. Board of Directors and Committees

1) Composition of the Board of Directors

According to the Memorandum of Association, the Company is managed by a Board of Director which consists of seven to eleven (7-11) members. The Board members are elected by the General

Meeting of shareholders, amongst shareholders or not, for a five-year term, which is automatically extended until the first ordinary General Meeting following the end of their term, without however extending over six-years.

  • In case of resignation, death or in any other way loss of the capacity of a Board member, the remaining members may either elect members of such in replacement of the above or may continue the management and representation of the company without the replacement of past members, with the condition that the number of the remaining members is not less than half of the number of members during the time such events occurred. In any case, the Board members cannot be less than three (3).

-In case of electing a replacement, the decision for the election is subject to the disclosure requirements of article 7b of C.L. 2190/1920, as currently in effect, and is announced by the Board of Directors at the forthcoming General Meeting, which can replace those elected, even if the relevant issue had not been included in the daily agenda.

  • The actions of the elected temporary replacement are valid even if the General Meeting does not validate his/her possible election or even if it has elected or not another final member of the Board.

  • The term of an elected Board member is terminated when and whenever the term of the replaced member would have been terminated.

The Annual Ordinary General Meeting of shareholders on 15/4/2015 elected the new 10-member Board of Directors of the Company for a five year term and specifically until the Ordinary General Meeting that will convene within the first 6-month period of the year 2020 (or with term until 30/06/2020), consisting of the following members:

  • 1) Konstantinos Chalioris of Stavros,
  • 2) Theodosios Kolyvas of Antonios,
  • 3) Georgios Braimis of Periklis,
  • 4) Dimitrios Malamos of Petros,
  • 5) Vasileios Zairopoulos of Stylianos,
  • 6) Stephen Duffy of Bernard,
  • 7) Christos Siatis of Panagiotis,
  • 8) Konstantinos Gianniris of Ioannis,
  • 9) Ioannis Apostolakos of Georgios,
  • 10) Petros Fronistas of Christos.

At the same time, with this decision the annual Ordinary General Meeting appointed as independent members of the Board of Directors, according to the provisions of Law 3016/2002, as it is currently in effect, the following: 1) Mr. Christos Siatis of Panagiotis, 2) Mr. Konstantinos Gianniris of Ioannis, 3) Mr. Ioannis Apostolakos of Georgios and 4) Mr. Petros Fronistas of Christos.

The present Board of Directors, following the realized resignation of the non-executive member Mr. Stephen Duffy for personal reasons, consists of nine (9) members, of which four (4) are executive, one (1) non executive and four (4) independent non executive. It is noted that the Board of Directors of the Company during its meeting on 17.7.2015 accepted the resignation of Mr. Stephen Duffy and expressed the intention to proceed with the replacement of the resigned member in the future according to the article 8, par. 1 of the Company's Articles of Association and the article 18, par. 8 of Law 2190/1920 as it is in effect.

Board Member Position in the Board
Konstantinos Chalioris Chairman & Chief Executive
Officer
Theodosios Kolyvas Executive Vice-Chairman
George Braimis Executive Member
Dimitrios Malamos Executive Member
Vasileios Zairopoulos Non-Executive Member
Christos Siatis Non-Executive Member
Konstantinos Gianniris Independent Non-Executive
Member
Ioannis Apostolakos Independent Non-Executive
Member
Petros Fronistas Independent Non-Executive
Member

The following table presents the members of the Board of Directors

The above nine-member (9-member) Board of Directors meets the conditions of Law 3016/2002 as currently in effect and the provisions of the Corporate Governance Law.

From the above members, Messieurs Konstantinos Chalioris, Theodosios Kolyvas, George Braimis, Dimitrios Malamos, Vasileios Zairopoulos, Konstantinos Gianniris, Ioannis Apostolakos and Petros Fronistas have Greek nationality while Mr. Christos Siatis has Cypriot nationality.

The condensed CVs of the Company's Board members, are as follows:

Konstantinos Chalioris, Chairman of the Board & CEO, age 54

He has 35 years experience in the Plastics Industry. From 1999 he has served as Chief Executive Officer and through the adoption of modern and flexible practices was able to maintain continuous development of the Group within the continuously changing conditions of the global market. Since 2009, he assumed the position of the Chairman of the Board of Directors.

Theodosios Kolyvas, Vice Chairman of the Board, age 72

Mr. Kolyvas is a graduate of the Economics Department of the Athens University of Economics and Business (AUEB). He has been with the Company since 1982. Until 2002 he held the position of Head of Financial Services. With multi-year experience and given his deep knowledge of corporate issues, he has assisted the CEO essentially in exercising his duties, he has supported the Company's development and has contributed in promoting issues on all levels of the Company's business activity. He has been Vice-Chairman of the Board since 2009.

George Braimis, Executive Member, age 50

Mr. George Braimis is a Mechanical Engineer, with a MSc degree from Imperial College of Science of the University of London and an MBA from the Hellenic Business Administration Company and Insead University. He has significant professional experience, holding management positions in industrial companies mainly in the packaging and food sectors. For almost 14 years he worked at the Philippou Group and specifically from 1994 to 2000 at the company "FAGE S.A." as Maintenance Manager, from 2004 to 2009 at the company "Mornos S.A." serving as CEO and from 2009 until March 2011 at the company "EVGA S.A." as Vice-Chairman of the Board and CEO, while he maintained his position at "Mornos S.A." until August 2010 as Vice-Chairman. Also, during the three-year period 2001-2004,

Mr. Braimis worked at the Frigoglass Group as Head of Technical Support overseeing all plants in Nigeria. From April 2011 Mr. George Braimis assumed responsibilities of Managing Director of the Packaging Business Unit of Thrace Plastics Group, a position that was added to the Group's organizational structure in order to contribute to achieving Management's objectives both in the domestic market and abroad (S-E Europe, Scandinavia, Ireland and the United Kingdom).

Dimitrios Malamos, Executive Member, age 40

Mr. Dimitris Malamos graduated from the Athens College in 1993. He studied in Great Britain from 1993 to 1998. He holds a BA (Hons) in Business and Financial Economics from Staffordshire University a postgraduate ΜΒΑ degree from University of Kent in Canterbury. From 2000 to 2007 he worked in PricewaterhouseCoopers in the area of Management Consulting servicing companies of the private and public sector where he gained significant experience in the fields of budgeting and reporting, financial analysis and internal restructuring. During the period 2007-2009 he worked in National Bank in the Accounting & Finance division and he returned to PricewaterhouseCoopers in the area of Management Consulting. He works as Group CFO for Thrace Plastics Group since June 2010.

Vasileios Zairopoulos, Non-Executive Member, age 54

Vasileios Zairopoulos began his career in 1983 in the apparel and footwear sector. He assumed the position of Director of Design and Collection for a leading company in the kids wear market. In a later stage he also became responsible for the planning and coordination of production. He then moved to the business development department of a large retail store chain where he also undertook the broader supervision of the retail business activity, including the store design, the order and supply process, the management of the sales team, the marketing and promotion, as well as the budgeting. He was also engaged in the areas of strategic consulting, negotiations, marketing management and financial planning, before moving to establish its own consulting firm. During the past 10 years, Mr. Zairopoulos activates as consultant, through his firm, in the areas of strategic consulting, startups, business planning, investment evaluation, international negotiations, pricing and communication. Apart from his professional activities in Greece, Mr. Zairopoulos has also collaborated with two American multinational corporations, namely Columbia Sportswear and New Balance. He received IB Diploma from UWC Atlantic College in 1979 and BSc in Management from Bath University in 1983.

Christos Siatis, Non-Executive Member, age 67

An Associate Member of the Fellows of Chartered Accountants of England and Whales. He is a Certified Public Accountant by the Cyprus Institute of Chartered Accountants and Member of the Hellenic Association of Certified Accountants (SOEL). He began his career in 1981 at the auditing firm Kostouris – Michailidis (Grant Thornton) in Athens. In 1993 he became Managing Partner of the Greek company and in 1997 he assumed the position of Territory Senior Partner at the company that resulted from the merger of Kostouris-Michailidis and Coopers & Lybrand. In 1998 he was elected Chairman and Chief Executive Officer of the company PricewaterhouseCoopers in Greece. At the same time he was exercising his Management responsibilities at the above auditing firms, Mr. Siatis activates as Consultant providing advisory services to senior management of large firms.

Konstantinos Gianniris, Independent Non-Executive Member, age 71

A graduate of the Business Administration Department of the University of Piraeus and of the Law School of Athens University. He has served as Chief Executive Officer, General Manager or Senior Management Executive at large Greek companies of the private sector (Iaso, Athens Euroclinic, Izola, Selman, A.G. Petzetakis, Soulis etc.) . He has established the Institute of Internal Auditors, for which

he served as Chairman for seven years. He has established the Association of Greek Clinics, for which he served as Chairman for 2 years, while currently he is Honorary Chairman. He also participates in the Board of Directors of Elastron S.A.

Ioannis Apostolakos, Independent Non-Executive Member, age 52

He has an M.B.A. from University of Wales, and a bachelor's degree from the Business Administration Department of the Athens University of Economics and Business (AUEB). Mr. Ioannis Apostolakos has served as senior management executive in the past in the Credit and Investment Banking units of the Ergasias Bank Group (currently named Efg Eurobank Ergasias) and the Piraeus Bank Group. He has been member in the boards of various companies listed on the Athens Exchange and the Cyprus Stock Exchange. Currently he is Administrator in a corporate advisory company and Independent Non Executive Member in AS COMPANY SA, listed on the Athens Exchange.

Petros Fronistas, Independent Non-Executive Member, age 71

A Graduate of the Athens University of Economic and Business (AUEB) and the Early Childhood Education Academy. He worked from 1964 to 2011 at the Group of National Bank of Greece holding several management positions from 1989. Specifically from 1989 to 1993 he served as Deputy General Manager at Athens Bank (a company of the National Bank of Greece Group until its sale). During the two-year period 1993-1994 he served as Deputy Manager of the Corporate Banking Division. From 1994 to 1995 he served as General Manager of ETHNOFACT S.A., while during 1995- 1998 as Head of the Overdue Receivables Division. From May 1998 until August 2002 Mr. Fronistas held the position of Corporate Banking Manager and from 2002 to 2004 he served as Management Consultant in the Corporate Credit Division. During the two-year period 2004-2005 Mr. Fronistas assumed responsibilities of Chairman of the Board of Aspis Leasing S.A., of the Aspis Bank Group, with executive responsibilities. From May 2005 to March 2009 he served as General Manager of the National Bank of Greece in Cyprus and following until February 2010 he assumed responsibilities of Deputy CEO. From February 2010 to June 2011 he served as CEO of Ethniki Leasing S.A. He also participates in the Board of Directors of the companies Saracakis Bros SA and Nireus Aquaculture SA.

The Independent Non-Executive Members, Messieurs Christos Siatis, Konstantinos Gianniris, Ioannis Apostolakos and Petros Fronistas, meet the independence criteria as such are defined by L 3016/2002.

Board Member Companies outside the Group in which
the Board members participate
Position
Civil non-Profit Company Stavros Vice-Chairman of the
Konstantinos Chalioris Chalioris Board
Chief Executive
Xanthi Photovoltaic Park S.A. Officer
Chief Executive
Paros Photovoltaic Park S.A. Officer
Chief Executive
Eyterpi S.A. Officer
Erato S.A. Chairman & CEO
Chief Executive
Thaleia S.A. Officer
Kleio Technical Tourism Real Estate
Commercial Chairman
Theodosios Kolyvas Eyterpi S.A. Board Member

The following table presents the external professional commitments of Board members:

Board Member Companies outside the Group in which
the Board members participate
Kleio Technical Tourism Real Estate
Commercial Company
Board Member
Xanthi Photovoltaic Park S.A. Board Member
Paros Photovoltaic Park S.A. Board Member
Thaleia S.A. Board Member
Dimitrios Malamos Dynamic Constructions – V.
Zarifopoulos
Administrator
Christos Siatis GreenCola S.A. Manager
SpetsesTrading LLC Manager
Skylark Shipping & Trading LLC Manager
Skyevo Shipping & Trading LLC Manager
Vasileios Zairopoulos V. Zairopoulos & SIA General
Partnership
Administrator
Petros Fronistas Afoi Sarakaki S.A. Board Member
Nireus Aquaculture Board Member
Ioannis Apostolakos Arhaios Olynthefs Ι.Κ.Ε. Administrator
AS Company Board Member
Konstantinos Gianniris Elastron S.A. Board Member

2) Responsibilities of the Board of Directors

The Board of Directors is the administrative body that decides on any action that concerns the company's Management, the management of its assets and in general anything that refers to achieving its objective.

According to the Company's Memorandum of Association:

The Board of Directors is responsible for the representation, administration and unlimited management of corporate affairs. It decides on any issue that concerns the company's management, the achievement of the company objective and the management of company assets, including the issue of common and convertible bond loans. Only decisions, which according to the provisions of Law, are subject explicitly to the responsibility of the General Meeting of shareholders, are excluded.

The Board of Directors may appoint, for any time period and under any conditions it deems necessary each time, to exercise its representation and duties in general, fully or partially to one or more of its members or Managers or Executive advisors or other employees of the Company or third parties or committees, defining however each time their authority and the signatures that bind the Company.

Specifically, the main responsibilities of the BoD (in the sense that the relevant decision making requires the prior approval of the BoD or, if necessary, ex post ratification by the BoD), should include:

  • The representation , administration and unlimited management of corporate affairs
  • The decision making for each decision relating to the Company's management

  • The achievement of the corporate objective and management of corporate assets including the issuance of common and exchangeable bonds. The decisions, which according to the provisions of the Law or the Articles of Association or any other valid, binding and firm

agreement, are explicitly subject to the exclusive responsibility of the General Meeting of Shareholders, are excluded

  • The approval of the long-term strategy and the operational objectives of the Company

  • The approval of the annual budget and business plan and the decision making on major capital expenditures, acquisitions and divestments

  • The selection and, when necessary, the replacement of the executive management of the Company , as well as the supervision of the plan of the succession

  • The performance testing of the senior Management and the harmonization of the remuneration of the executives with the long-term interests of the Company and its shareholders

  • Ensuring the reliability of the financial statements and data of the Company, the financial information systems and the data and information disclosed to public, as well as ensuring the effectiveness of internal control and risk management systems

  • The vigilance regarding existing and potential conflicts of interest of the Company, on one side, and the Management, the members of the BoD or the major shareholders, on the other side, and the appropriate treatment of such conflicts. For this purpose, the BoD should follow a transactions surveillance process

  • Ensuring the existence of an effective process of regulatory compliance of the Company

  • The responsibility for decision making and monitoring of the effectiveness of the company's management system, including the decision-making processes and the delegation of authorities and duties to other employees, and

  • The formulation, dissemination and application of the basic values and principles governing the Company 's relations with all parties, whose interests are linked to those of the Company

3) Operation of the Board of Directors

As regards to the operation of the Board, the Company's Memorandum of Association states the following:

Formation of the Board of Directors

  • The Board of Directors, as soon as it is elected and specifically during its first meeting, elects from its members and for the entire period of its term a Vice-Chairman and Chairman, whereas if the Chairman is absent or unable the Vice-Chairman substitutes such, and if the latter is absent or unable then the advisor that is appointed by means of a decision by the Board of Directors substitutes such.

  • The Chairman of the Board of Directors presides the Board meetings, manages its activities and informs the Board of Directors on the Company's operation.

  • The Board of Directors may elect one of its members as Chief Executive Officer or Executive Advisor, it may appoint responsibilities of the CEO to the Chairman or Vice-Chairman of the Board and it may elect the deputy CEO or Executive Advisor from its members.

  • The responsibilities of the CEO and Executive Advisor are defined by means of a decision by the Board.

Decision Making

  • The Board of Directors is considered to be in quorum and meets validly given that half plus one member are present or represented at the meeting. However the number of members present in person cannot be less than three (3). To establish quorum, possible fractions are omitted.

  • The decisions of the Board of Directors are made with absolute majority or the members present and represented at the meeting.

Representation of Board Members

A Board member that is absent may be represented by another member. Each Board member may represent only one absent member, with a written authorization.

Minutes of the Board of Directors

  • Copies or excerpts of the Board of Directors' Minutes are certified by the Chairman or his/her legal representative or by a member of the Board that has specifically been authorized for such by a decision from the Board.

  • The preparation and signing of minutes by all Board members or their representative constitutes a decision by the Board of Directors, even if a meeting has not previously taken place.

Remuneration of Board Members

The members of the Board may receive remuneration for each of their presence in person at Board meetings, only if such is approved with a special decision by the Ordinary General Meeting.

4) Board Meetings

According to the Company's Memorandum of Association

  • The Board of Directors convenes at the company's registered offices each time such is required by Law or the company's needs.

  • The Board of Directors may convene through teleconference. In this case, the invitation towards Board members includes all information necessary for their participation in the meeting.

  • The Board meetings may be presided by the Chairman or his/her substitute.

At the beginning of each calendar year, the Board adopts a meetings calendar and a 12-month action plan, which are reviewed according to company needs, in order to ensure the proper, complete and prompt fulfillment of their duties, as well as the adequate assessment of all issues on which it makes decisions.

During 2015, 22 Board meetings took place. All Board members participated in 13 meetings.

5) Audit Committee

Fully in compliance with the provisions and stipulations of L 3693/2008, during the annual General Meeting of shareholders that took place on 15.04.2015 the Company elected an Audit Committee with the objective to support the Board in performing its duties as regards to financial reporting, internal controls and supervising the regular audits.

The Audit Committee is consisting of three (3) non-executive members, of whom one (1) at least is an independent non-executive member. In the particular Audit Committee all three (3) members are independent non executive. All the members of the Audit Committee are appointed by the General Meeting of Shareholders, and the independent non-executive member who presides over the Audit Committee should have proven sufficient knowledge in accounting and auditing matters.

The Audit Committee has the following responsibilities:

  • monitors the financial reporting process and the integrity of the financial statements of the Company. In addition, the audit committee should monitor any formal announcements relating to the Company's financial performance, and review the essentials of financial statements that involve significant judgments and estimates on behalf of the Management,
  • reviews the Company's internal financial controls and monitors the effectiveness of the Company's internal control and risk management systems. For this purpose, the audit committee should review the Company's internal control and risk management system on a periodic basis, in order to ensure that main risks are properly identified, managed and disclosed,

  • should review conflicts of interests in the transactions of the Company with the related to it entities and submit relevant reports to the BoD,

  • should examine the existence and the content of those procedures under which personnel of the Company may, in confidence, raise concerns about possible illegalities and irregularities in financial reporting or other matters relating to the operation of the Company. The audit committee should ensure the existence of procedures for the effective and independent investigation of such matters and for their appropriate confrontation,
  • should ensure the functioning of the internal control department in accordance with international standards for the professional application of internal control,
  • should determine and review the internal regulation of operation of the internal audit department of the Company,
  • should monitor and examine the proper operation of the internal audit department and review its quarterly audit reports,
  • ensure the independence of the internal audit department by proposing to the BoD the appointment and removal of the head of the internal audit department,
  • should, via the BoD, make recommendations to the General Meeting, in relation to the appointment, re-appointment and removal of the external auditor and approve the remuneration and terms of engagement of the external auditor,
  • should review and monitor the external auditor 's independence and objectivity and the effectiveness of the audit process, taking into account relevant professional and regulatory requirements in Greece,
  • should examine and monitor the provision of additional services to the Company by the auditing company that engages the regular auditor/auditors.
Christos Siatis Independent Non-Executive
Board Member, Chairman of the
Committee
Konstantinos Gianniris Independent Non-Executive
Board Member
Ioannis Apostolakos Independent Non-Executive
Board Member

The Audit Committee consists of the following independent non-Executive Members:

Meetings – The frequency of each Board member present each year during meetings

The Committee convenes at least four (4) times a year. The Chairman of the Committee decides on the frequency and time schedule of the meetings. The external auditors are entitled to request a meeting by the Committee if they deem necessary.

During 2015 the Committee convened 4 times and all members were present during the meetings, whereas all issues mentioned in the Operation Regulation were discussed and handled, the basic of which are as follows:

  • Supervision and approval of the Internal Audit Service's activities
  • Evaluation of the Financial Statements as to their completeness and consistency
  • Opinion on the selection of the auditing firm
  • Ensuring the independence of the Certified Public Accountants

6) Remuneration and Board Member Nominee Committee

With the adoption by the Company of its own Corporate Governance Code (according to the above mentioned), the particular Committee replaced the Recruitment – Remuneration of Executive Board Members & Senior Executives and Board Member Nominee Committee, which had been established within the year 2011 and following relevant provision in the SEV Code (which was initially adopted by the Company).

The Remuneration and Board Member Nominee Committee consists of the following two (2) Independent Non-Executive Members:

Christos Siatis Independent Non-Executive Board Member,
Chairman of Committee
Konstantinos Gianniris Independent Non-Executive Board Member

Meetings

The Committee convened twice (2) during 2015.

The responsibilities of the committee in relation to the designation of the remuneration policy of the executive members of the BoD, as well as of the management executives, and the determination of the overall remuneration policy of the Company should include:

  • making proposals to the BoD with regards to the remuneration of each executive Board member, including the bonus and the incentive payments based on share options award

  • reviewing and making proposals to the BoD on the total annual package of variable (i.e. except for the salary) compensations in the company

  • reviewing and making proposals to the BoD (and, via the BoD, to the General Meeting of shareholders, when required) on the stock option or share award programs

  • making proposals on targets for variable, performance-related compensations or targets related to stock-options or share award programs

  • making proposals to the BoD on any business policy related to remuneration

The responsibilities of the Committee, with regards to the nomination of the Board members, should include:

  • setting selection criteria and appointment procedures for the Board members
  • periodically assessing the size and composition of the BoD, as well as the submission to it of the proposals for consideration on its desired profile
  • assessing the current balance of skills, knowledge and experience within the BoD, and based on this assessment, recording a clear description of the role and capabilities required for filling vacancies
  • completing the process of identifying and selecting candidates
  • making proposals to the BoD for the nomination of its members

VII. General Meeting and Shareholders' Rights

1. Basic Authorities

The General Meeting of the Company's shareholders is the highest body of the company and is entitled to decide on any issue that concerns the Company, while its legal decisions also bind shareholders that are not present or who disagree.

Issues regarding invitation, convening and conducting General Meetings of shareholders, that are not defined by the Company's Memorandum of Association, are those according to the relevant provisions of C.L. 2190/1920 and L. 3884/2010, as currently in effect.

2. Convening the General Meeting

The General Meeting convenes at the company's registered offices or in a district of another municipality within the prefecture of its domicile or another municipality near the domicile. The General Meeting may also convene in the district of the municipality where the domicile of the relevant stock exchange (where the Company's shares are listed) is located.

According to the Memorandum of Association, participation in voting remotely during the General Meeting of shareholders is permitted given the prior dispatch to shareholders of the daily agenda issues and relevant voting ballots accompanying such issues at least five (5) days prior to the General Meeting. The issues and voting ballots may be provided and submitted online through the internet. Shareholders that vote in this manner are calculated to define quorum and majority, given that the relevant ballots have been received by the company at least two (2) full days prior to the day of the General Meeting.

3. Representation of shareholders at the General Meeting

Shareholders that have the right to participate in the General Meeting may be represented in such by legally authorized proxies.

4. Chairman of the General Meeting

The Chairman of the Board of Directors temporarily serves as chairman of the General Meeting, or if he is unable his substitute, as defined by the Memorandum of Association or if the latter is unable also, then the oldest in age from the present Members. Those appointed by the Chairman serve as temporary Secretary of the General Meeting.

Following the reading of the final list of shareholders that have voting rights, the Meeting proceeds with electing a Chairman and a Secretary who also serves as a vote teller.

5. Obligations emanating from the clauses of Law 3884/2010 as those were incorporated into P.L. 2190

The Company should display on its website at least 20 days before the General Meeting both in Greek and in English language, information with regards to:

• the date, time and location of the convocation of the General Meeting of shareholders,

• key attendance rules and practices, including the right to introduce topics to the agenda, the right to pose questions, as well as the deadlines by which those rights may be exercised,

• voting procedures, proxy procedural terms and the forms to be used for proxy voting,

• the proposed agenda for the meeting, including draft decisions for discussion and vote, and any accompanying documents

• the proposed list of candidates for Board membership and their CVs (whenever the issue of members' nomination arises), and

• the total number of outstanding shares and voting rights at the date of the convocation.

• A summary of the minutes of the General Meeting of shareholders, including the results of voting on each resolution of the General Meeting, should also be available on the Company's website, translated in English, within fifteen (15) days after the General Meeting of shareholders1.

• The company Secretary, as well as the internal Auditor shall attend the General Meeting of shareholders and be available to provide information on matters relevant to their responsibilities posed for discussion and on questions or explanations required by the shareholders. The Chairman of the General meeting of shareholders should allow sufficient time to deal with shareholders' questions.

Participation and Voting Right

Anyone who appears as a shareholder on the records of the Dematerialized Securities System managed by "Hellenic Exchanges S.A." (HELEX), which keeps records of the Company's securities (shares), has the right to participate in the General Meeting of shareholders. The shareholder capacity is evidenced by submitting the relevant written certification by HELEX or alternatively, by the Company's online connection with the records of HELEX. The shareholder's capacity must be in effect during the beginning of the fifth (5th) day prior to the date of the General Meeting (record date), and the relevant certification or electronic certification regarding the shareholder capacity must be provided to the Company at least the third (3rd) day prior to the date of the General Meeting. For the 1st Repeated General Meeting, the shareholder capacity must be in effect on the beginning of the fourth (4th) day prior to the date of the 1st Repeated General Meeting, while the relevant written or electronic certification that certifies the shareholder capacity must be provided to the Company at least the third (3rd) day prior to the date of the aforementioned Repeated Meeting. Only those that have the shareholder capacity during the respective record date is considered by the Company to have the right of participation and voting at the General Meeting. In the cases of noncompliance with the provisions of article 28a of C.L. 2190/1920, the said shareholder participates in the General Meeting only after the latter's permission. It is noted that the exercise of the above rights (participation and voting) does not require the blockage of the beneficiary's shares or any other relevant process, which limits the ability to sell or transfer shares during the time period between the record date and the date of the General Meeting.

Minority Rights of Shareholders

(a) With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors of the Company is obliged to list additional issues on the General Meeting's daily agenda, if the relevant request is received by the Board at least fifteen (15) days prior to the General Meeting. The request for the listing of additional issues on the daily agenda is accompanied by a justification or by a draft resolution for approval by the General Meeting and the revised daily agenda is published in the same manner as the previous daily agenda, at least thirteen (13) days prior to the General Meeting date and at the same time is disclosed to shareholders on the Company's website together with the justification or draft resolution submitted by the shareholders according to those stipulated by article 27 par. 3 of c.l. 2190/1920.

(b) With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors provides shareholders, according to those stated by article 27 par. 3 of c.l. 2190/1920, at least six (6) days prior to the date of the General Meeting, access to the draft resolutions on issues that have been included in the initial or revised daily agenda, if the relevant request is received by the Board of Directors at least seven (7) days prior to the date of the General Meeting.

(c) Following a request of any shareholder that is submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically required information on the Company's affairs, to the extent that such are useful for the

real assessment of the daily agenda issues. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. The Board of Directors may respond collectively to shareholders' requests with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website, especially in the form of questions and answers.

(d) Following a request by shareholders that represent one fifth (1/5) of the paid up share capital, which is submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the development of corporate affairs and the financial position of the Company. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. Respective deadlines for exercising minority rights of shareholders also hold for Repeated General Meetings. In all the aforementioned cases, shareholders submitting requests must evidence their shareholder capacity and the number of shares owned when exercising the relevant right. Such evidence is provided by submitting the certification by the authority that keeps records of the specific securities or by certifying the shareholders' capacity through the online connection between the authority and the Company.

Process for exercising voting rights through a proxy

The shareholder participates in the Extraordinary General Meeting and votes either in person or through a proxy. Each shareholders may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) persons as representatives. However, if a shareholders owns Company shares, which appear in more than one securities accounts, this limitation does not obstruct the said shareholder from appointing different proxies for the shares that appear in each security account in relation to the General Meeting. A proxy that acts on behalf of more than one shareholder, can vote separately for each shareholder. A shareholder proxy must disclose to the Company, prior to the beginning of the Extraordinary General Meeting, any specific event that may be useful to shareholders in assessing the risk of the proxy serving other interests than those of the represented shareholder. According to the definition of the present paragraph, there might be conflict of interests specifically when the proxy:

a) is a shareholder that exercises control on the Company or is another legal entity controlled by the shareholder,

b) is a member of the Board of Directors or generally the management of the Company or of a shareholder that exercising control on the Company, or another legal entity that is controlled by a shareholder who exercising control of the Company,

c) is an employee or certified public accountant of the Company or shareholder that exercising control of the Company, or another legal entity controlled by the shareholder who exercising control of the Company,

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

The appointment and revocation of a proxy is applied in written and disclosed to the Company in the same form, at least three (3) days prior to the date of the General Meeting.

The Company will post the form it uses to appoint proxies on its website. This form is filled in and submitted signed by the shareholder to the Company's Shareholders' Department or is sent by fax to the latter at least three (3) days prior to the date of the Extraordinary General Meeting.

The beneficiary shareholder is requested to confirm the successful dispatch and receipt of the proxy form by the Company.

Shareholders' Rights

Shareholders' Rights & their exercise

The Company has issued common registered shares listed on the Athens Exchange, and registered in immaterial form in the records of the Dematerialized Securities System. There are no special rights in favor of specific shareholders.

The acquisition of Company shares implies ipso jure acceptance of its Memorandum of Association and of the legal decisions made by its relevant bodies.

Each share provides rights corresponding to the respective percentage of share capital such represents. The responsibility of shareholders is limited respectively to the nominal value of shares owned. In case of co-ownership of a share, the rights of the co-beneficiaries are exercised only by a joint representative of such. The co-beneficiaries are responsible with solidarity and entirely for fulfilling the obligations that emanate from the common share.

Each Company share incorporates all the rights and obligations defined by C.L. 2190/1920 and its Memorandum of Association, and specifically:

  • The right to participate and vote in the General Meeting.
  • The right to receive dividend from the Company's earnings.
  • The right on the product of liquidation, or respectively the capital depreciation that corresponds to the share, given that such is decided by the General Meeting. The General Meeting of the Company's shareholders maintains all its rights during liquidation.
  • The pre-emptive right in any increase of the Company's share capital that takes place by cash and through the issue of new shares, as well as the pre-emptive right in any issue of convertible bonds, given that the General Meeting that approves the increase does not decide differently.
  • The right to receive a copy of the financial statements and reports by the certified public accountants and Board of Directors of the Company.
  • The rights of minority shareholders described below.

The right to participate in the General Meeting and exercise voting rights through electronic means or by mail is currently not provided, as the Company is expecting the issuance of the relevant ministerial decision, as stated by l. 3884/2010.

Minority Rights

The following minority rights are provided according to C.L. 2190/1920:

Shareholders that own 1/20th of the share capital and voting rights are entitled to make the following requests and the Company is obliged to satisfy such (under the conditions stated by law):

  • Request towards the Company's Board to convene an Extraordinary General Meeting of shareholders.
  • Request towards the Company's Board to enlist an additional issue on the daily agenda of the general meeting, which has already convened.
  • Request towards the Chairman of the General Meeting to postpone only once the decision making by the General Meeting.
  • Request that the Company's Board provides shareholders with draft resolutions on issues included in the daily agenda.
  • Request that the decision making on any issue of the General Meeting's daily agenda take place with open voting.
  • Request for audit of the Company by the relevant courts in the district where it resides.
  • Request towards the Board to announce during a forthcoming ordinary General Meeting the amounts that were paid, during the last two years, to each Board Member or to managers of the Company as well as any benefit paid towards such persons for any purpose or according to any contract between them and the Company.

Shareholders that own 1/5th of the share capital and voting rights are entitled to make the following requests and the Company is obliged to satisfy such (under the conditions stated by law):

Request that the Company's Board provides information on the development of corporate affairs and the assets of the Company during the forthcoming General Meeting.

Request for audit of the Company by the relevant court, given that it is conceived from the overall development of corporate affairs that the management of such is not exercised as required by proper and prudent management.

Shareholders that represent two percent (2/100) of the paid up share capital may request the annulment of a resolution by the General Meeting of shareholders, if such was made without providing the required information requested by shareholders under their minority right or by abusing authority of the majority.

Shareholders that represent one tenth (1/10) of the paid up share capital may request by the Board or the Company's liquidators to exercise all the Company's claims against the Board members that emanate from the management of corporate affairs.

Shareholders that represent one third (1/3) of the paid up share capital may request its liquidation before the relevant court, if a significant reason exists for such, which in an obvious manner renders the continuance of the Company impossible.

Any shareholder may request by the Board of Directors to provide the requested specific information on the Company's affairs at the forthcoming General Meeting, to the extent that such information is useful for the real assessment of the Daily Agenda issues.

The present Statement of Corporate Governance contains all the required by Law elements, constitutes integral part of the Annual Management Report of the Company's Board of Directors and is incorporated as such in the Report.

Xanthi, 21 March 2016

Konstantinos Chalioris Chairman of BoD & Chief Executive Officer

Independent Auditor's Report

To the Shareholders of "THRACE PLASTICS Co S.A."

Report on the Separate and Consolidated Financial Statements

We have audited the accompanying separate and consolidated financial statements of "THRACE PLASTICS Co S.A."which comprise the separate and consolidated statement of financial position as of 31 December 2015 and the separate and consolidated statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Separate and Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the separate and consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the separate and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the separate and consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the separate and consolidated financial statements present fairly, in all material respects, the financial position of the THRACE PLASTICS Co S.A. and its subsidiaries as at December 31, 2015, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union.

Report on Other Legal and Regulatory Requirements

  • a) Included in the Board of Directors' Report is the corporate governance statement that contains the information that is required by paragraph 3d of article 43a of Codified Law 2190/1920.
  • b) We verified the conformity and consistency of the information given in the Board of Directors' report with the accompanying separate and consolidated financial statements in accordance with the requirements of articles 43a (par.3a), 108 and 37 of Codified Law 2190/1920.

PricewaterhouseCoopers SA Certified Auditors - Accountants 268 Kifissias Avenue, 152 32 Halandri Athens, 22 March 2016

SOEL Reg. No 113 Dimitris Sourbis Reg. No. SOEL 16891

ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD 1.1.2015 – 31.12.2015

IV. ANNUAL FINANCIAL STATEMENTS

CONTENTS

Statement of Comprehensive Income 43
Statement of Financial Position 44
Statement of Changes in Equity 45

46
Statement of Cash Flows 47
Notes on the Annual Financial Statements 48-99

STATEMENT OF COMPREHENSIVE INCOME

Group Company
Note 1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014
Turnover 289,396 278,182 13,476 16,980
Cost of Sales (230,022) (226,869) (12,595) (15,082)
Gross Profit/(loss) 59,374 51,313 881 1,898
Other Operating Income 3 3,192 2,505 5,446 4,748
Selling Expenses 5 (25,030) (22,728) (516) (897)
Administrative Expenses 5 (18,066) (16,209) (5,599) (4,996)
Other Operating Expenses 7 (1,482) (1,847) (411) (1,085)
Other profit / (losses) 4 1,092 1,624 450 12
Operating Profit /(loss) before interest and tax 19,080 14,658 251 (320)
Financial Income 8 410 498 82 310
Financial Expenses 8 (7,722) (6,234) (1,676) (1,529)
Income from dividend 8 - - 1,500 1,000
Profit / (losses) from companies consolidated with the Equity Method 27 1,516 1,166 - -
Profit / (losses) from participations - - (66) -
Profit/(loss) before Tax 13,284 10,088 91 (539)
Income Tax 10 (3,263) (3,431) 160 (1,038)
Profit/(loss) after tax (A) 10,021 6,657 251 (1,577)
Other comprehensive income
Items transferred to the results
FX differences from translation of foreign Balance Sheets 2,825 2,913 - -
Items not transferred to the results - - - -
Actuarial profit/(loss) 5,875 (7,447) 31 (48)
Other comprehensive income after taxes (B) 8,700 (4,534) 31 (48)
Total comprehensive income after taxes (A) + (B) 18,721 2,123 282 (1,625)
Profit / (loss) after tax (A)
Attributed to:
Owners of the parent
Minority interest
9,788
233
6,502
155
-
-
-
-
Total comprehensive income after taxes (A) + (B)
Attributed to:
Owners of the parent
Minority interest
18,488
233
1,977
146
-
-
-
-
Profit/(loss) allocated to shareholders from continued activities per
share (A)
Number of shares 44,406 45,016 - -
Earnings/(loss) per share 9 0.2204 0.1444 - -

STATEMENT OF FINANCIAL POSITION

Group Company
Note 31/12/2015 31/12/2014 31/12/2015 31/12/2014
ASSETS
Non-Current Assets
Tangible fixed assets 11 92,268 74,667 6,839 8,711
Investment property 11 113 110 14 110
Intangible Assets 11 11,522 10,778 633 157
Participation in subsidiaries 27 - - 69,384 68,750
Participation in related companies 27 10,251 8,585 1,304 1,100
Other long term receivables 12 8,387 5,227 1,826 949
Deferred tax assets 20 128 1,189 - -
Total non-Current Assets 122,669 100,556 80,000 79,777
Current Assets
Inventories 13 52,981 48,861 1,861 2,608
Income tax prepaid 1,078 548 1,354 1,313
Trade receivables 14 52,618 53,042 3,615 5,704
Other debtors 14 8,774 11,036 9,334 3,906
Cash and Cash Equivalents 15 26,411 32,879 3,008 11,796
Total Current Assets 141,862 146,366 19,172 25,327
TOTAL ASSETS 264,531 246,922 99,172 105,104
EQUITY AND LIABILITIES
EQUITY
Share Capital 16 29,762 29,762 29,762 29,762
Share premium 16 21,529 21,546 21,644 21,652
Other reserves 17 29,057 27,018 14,013 14,884
Retained earnings 47,046 32,517 5,987 6,704
Total Shareholders' equity 127,394 110,843 71,406 73,002
Minority Interest 1,844 1,610 - -
Total Equity 129,238 112,453 71,406 73,002
Long Term Liabilities
Long Term loans 18 9,799 9,468 - -
Provisions for Employee Benefits 19 9,546 15,785 336 409
Other provisions 1,073 1,034 174 167
Deferred Tax Liabilities 20 5,255 4,832 141 295
Other Long Term Liabilities 403 420 155 168
Total Long Term Liabilities 26,076 31,539 806 1,039
Short Term Liabilities
Short Term loans 18 59,025 56,190 22,103 22,027
Income Tax 2,686 3,320 - 1,867
Suppliers 31,632 29,385 2,816 4,245
Other short-term liabilities 21
21
15,874 14,035 2,041 2,924
Total Short Term Liabilities 109,217 102,930 26,960 31,063
TOTAL LIABILITIES 135,293 134,469 27,766 32,102
TOTAL EQUITY & LIABILITIES 264,531 246,922 99,172 105,104

STATEMENT OF CHANGES IN EQUITY

Group

Share Capital Share Premium Other Reserves Treasury shares
reserve
Reserve of FX
differences
from translation
of subsidiaries
Retained
earnings
Total before
minority
interest
Minority
interest
Total
Balance as at 01/01/2014 22,547 21,933 38,463 (133) (2,160) 31,593 112,243 1,463 113,706
Profit / (loss) for the period - - - -
-
6,502 6,502 155 6,657
Other comprehensive income - - - -
2,914
(7,439) (4,525) (9) (4,534)
Distribution of earnings 7,215 (376) (9,013) -
-
2,174 - - -
Dividends - - (3,365) -
-
- (3,365) - (3,365)
Changes in percentages - - - -
-
- - - -
Other changes - (11) 312 -
-
(313) (12) 1 (11)
Purchase of treasury shares - - - -
-
- - - -
Changes during the period 7,215 (387) (12,066) -
2,914
924 (1,400) 147 (1,253)
Balance as at 31/12/2014 29,762 21,546 26,397 (133) 754 32,517 110,843 1,610 112,453
Balance as at 01/01/2015 29,762 21,546 26,397 (133) 754 32,517 110,843 1,610 112,453
Profit / (loss) for the period - - - -
-
9,788 9,788 233 10,021
Other comprehensive income - - - -
2,826
5,875 8,701 1 8,702
Sahre capital increase - - - -
-
- - - -
Dividends - - - -
-
(1,000) (1,000) - (1,000)
Changes in percentages - - - -
-
- - - -
Other changes - (17) 67 -
16
(134) (68) - (68)
Purchase of treasury shares - - - (870) - - (870) - (870)
Changes during the period - (17) 67 (870) 2,842 14,529 16,551 234 16,785
Balance as at 31/12/2015 29,762 21,529 26,464 (1,003) 3,596 47,046 127,394 1,844 129,238

STATEMENT OF CHANGES IN EQUITY (continues from previous page)

Company

Share Capital Share Premium Other Reserves Treasury shares
reserve
Reserve of FX
differences from
translation of
subsidiaries
Retained earnings Total
Balance as at 01/01/2014 22,547 22,027 27,379 (133) 16 6,156 77,992
Profit / (loss) for the period - - - - - (1,577) (1,577)
Other comprehensive income - - - - - (48) (48)
Distribution of earnings 7,215 (375) (9,014) - - 2,174 -
Dividends - - (3,365) - - - (3,365)
Changes in percentages - - - - - - -
Purchase of treasury shares - - - - - - -
Changes during the period 7,215 (375) (12,379) - - 549 (4,990)
Balance as at 31/12/2014 29,762 21,652 15,000 (133) 16 6,705 73,002
Balance as at 01/01/2015 29,762 21,652 15,000 (133) 16 6,705 73,002
Profit / (loss) for the period - - - - - 251 251
Other comprehensive income - - - - - 31 31
Share capital increase - - - - - - -
Dividends - - - - - (1,000) (1,000)
Changes in percentages - - - - - - -
Other changes - (8) - - - - (8)
Purchase of treasury shares - - - (870) - - (870)
Changes during the period - (8) - (870) - (718) (1,596)
Balance as at 31/12/2015 29,762 21,644 15,000 (1,003) 16 5,987 71,406

ANNUAL STATEMENT OF CASH FLOWS

Note Group Company
1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014
Cash flows from Operating Activities
Profit before Taxes and Minority Interest 13,284 10,088 91 (539)
Plus / (minus) adjustments for:
Depreciation 9,900 8,860 973 979
Provisions (810) (1,888) (86) (80)
FX differences (1,113) (378) (22) (10)
(Profit)/loss from sale of fixed assets 5 (457) (428) (2)
Dividends - - (1,500) (1,000)
(Profit)/loss from investments (16) (3) 66 -
Interest charges & related (income)/expenses 7,346 5,133 1,594 1,220
(Profit) / losses from companies consolidated with the
Equity method
(1,516) (1,166) - -
Operating Profit before adjustments in working capital 27,080 20,189 688 568
(Increase)/decrease in receivables (1,871) (2,351) (4,365) (401)
(Increase)/decrease in inventories (3,481) 5,763 747 200
Increase/(decrease) in liabilities (apart from banks-taxes) 6,892 (3,847) (1,371) 2,387
Other non cash movements (331) 88 (66) -
Cash generated from Operating activities 28,289 19,842 (4,367) 2,754
Interest Paid (4,089) (4,972) (1,359) (1,444)
Other financial income/(expenses) (244) 5 -
Taxes (4,772) (2,652) (1,867) (526)
Cash flows from operating activities (a) 19,184 12,223 (7,593) 784
Investing Activities
Receipts from sales of tangible and intangible assets 46 1,122 1,612 2
Interest received 341 494 82 303
Dividends received 398 450 1,500 1,000
Increase of interests in subsidiaries / associates (204) - (904) (1,115)
Investment grants 71 776 - -
Purchase of tangible and intangible assets (25,173) (12,834) (764) (1,991)
Receipt from sale of participation - 350 - -
Other income / (expenses) from investments - - 96 -
Cash flow from investing activities (b) (24,521) (9,642) 1,622 (1,801)
Financing activities
Increase of participation in subsidiaries / associates
(7) - (7) -
Proceeds from loans 8,794 2,641 76 -
Purchase of treasury shares (870) - (870) -
Repayment of Loans (9,155) (12,171) - 17
Financial leases 1,467 (5) - -
Dividends paid (2,016) (2,232) (2,016) (2,232)
Cash flow from financing activities (c) (1,787) (11,767) (2,817) (2,215)
Net increase /(decrease) in Cash and Cash Equivalents (7,124) (9,186) (8,788) (3,232)
Cash and Cash Equivalents at beginning of period 1
5
32,879 41,622 11,796 15,028
Effect from changes in foreign exchange rates on cash
reserves 656 443 - -
Cash and Cash Equivalents at end of period 1
5
26,411 32,879 3,008 11,796

1. Foundation and Activities of the Group

The company THRACE PLASTICS Co. S.A. (hereinafter the "Company") was founded in 1977 and is based in Magiko of municipality of Avdiron in Xanthi, Northern Greece, and is registered in the Public Companies (S.A.) Register under Reg. No. 11188/06/Β/86/31 and in the General Commercial Register under Reg. No. 12512246000. The main activity of the Company is the production and distribution of Polypropylene (PP) products.

In a short period of time from its establishment the Company evolved into a Group of companies (hereinafter "the Group"), by acquiring or establishing new entities, all of which operate in two segments, the technical fabrics business unit and the packaging business unit.

The Company's shares are listed on the Athens Stock Exchange since June 26, 1995.

The Company's shareholders with equity stake higher than 5%, as of 31/12/2015, are the following ones:

Chalioris Konstantinos 41.99%
Chaliori Eyfimia 20.22%

The Group maintains production and trade facilities in Greece, Scotland, Northern Ireland, Ireland, Sweden, Norway, Serbia, Bulgaria, Romania, and U.S.A. On December 31st 2014 the Group employed in total 1,668 employees, from which 845 were employed by the Greek operations.

The Group's structure with regard to the interests held as of 31st December 2015 are as follows:

Company Registered Offices Participation
Percentage
of Parent
Company
Participation
Percentage
of Group
Consolidatio
n Method
Thrace Plastics Co. S.A. GREECE-Xanthi Parent Full
Don & Low LTD SCOTLAND-Forfar 100.00% 100.00% Full
Don & Low Australia Pty LTD AUSTRALIA - 100.00% Full
Thrace Nonwoven & Geosynthetics SA GREECE-Xanthi 100.00% 100.00% Full
Saepe Ltd CYPRUS-Nicosia - 100.00% Full
Thrace Asia HONG KONG - 100.00% Full
Thrace Plastics Pack S.A. GREECE-Ioannina 92.84% 92.84% Full
Thrace Greiner Packaging SRL ROMANIA - Sibiou - 46.42% Equity
Thrace Plastics Packaging D.O.O. SERBIA-Nova Pazova - 92.84% Full
Trierina Trading LTD CYPRUS-Nicosia - 92.84% Full
Thrace Ipoma A.D. BULGARIA-Sofia - 92.735% Full
Synthetic Holdings LTD N. IRELAND-Belfast 100.00% 100.00% Full
Thrace Synthetic Packaging LTD IRELAND - Clara 100.00% Full
ArnoLTD IRELAND - Dublin - 100.00% Full
Synthetic Textiles LTD N. IRELAND-Belfast - 100.00% Full
Delta Real Estate Investments LLC U.S.A. - South
Carolina
U.S.A. - South
- 100.00% Full
Adfirmate LTD CYPRUS-Nicosia - 100.00% Full
Lumite INC. U.S.A. - Georgia - 50.00% Equity
ThracePolybulk A.S. NORWAY-Brevik - 100.00% Full
ThracePolybulkA.B. SWEDEN -Köping - 100.00% Full

The uncertainty prevailing in the macroeconomic and financial environment as well as the fragile business sentiment, constitute a risk factor which is constantly monitored and evaluated by the Group. The international and domestic developments concerning the restructuring of Greece's financing program create additional uncertainty in the country's macroeconomic and financial fronts.

The return to the economic and financial stability is mainly linked to actions and decisions taken by the institutional bodies in Greece and abroad.

Taking into consideration the nature of the Group's activities in Greece and abroad, any unfavorable developments with regard to the above fronts, are not expected to significantly affect the Group's normal course of operations.

In this context, there is sufficient dispersion of the Group's cash position in Greece and abroad. In addition, the Group continues to carefully monitor the overall economic conditions and their effect, in order to ensure that all necessary actions are taken with the appropriate timing for the minimization of risks with regard to the Group's operations.

2. Basis for the preparation of the Financial Statements

2.1 Basis for Presentation

When deemed necessary, the comparative data have been reclassified in order to conform to possible changes in the presentation of the data of the present year.

Differences that possibly appear between accounts in the financial statements and the respective accounts in the notes, are due to rounding.

The financial statements have been prepared according to the historic cost principle, as such is disclosed in the Company's accounting principles presented below.

Moreover, the Group's and Company's financial statements have been prepared according to the "going concern" principle taking into account all the macroeconomic and microeconomic factors and their effect on the smooth operation of the Group and Company.

The financial statements were approved by the Board of Directors on 21 March 2016 and are subject to approval by the General Meeting.

The financial statements of the Group THRACE PLASTICS Co. S.A. are posted on the internet, on the website www.thracegroup.gr.

2.2 New standards, amendments of standards and interpretations

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year or subsequent years. The Group's assessment regarding the effect of these new standards, amendments to standards and interpretations is presented below.

Standards and Interpretations effective for the current financial year

IFRIC 21 "Levies"

This interpretation defines the accounting treatment of a liability for a levy imposed by the government and that is not income tax. The interpretation clarifies that the obligating event based on which the obligation to pay the levy should have been created (one of the criteria for the recognition of liability according to IAS 37) is the action as such is described in the relevant law that imposes the levy's payment. The interpretation may lead to the recognition of a liability in the future, particularly as regards to levies that are imposed as a result of conditions that are effective on a specific date. This interpretation is not applicable in the financial statements of the Group.

Annual Improvements in IFRS of 2013

The following amendments describe the major changes that have been made in three IFRS as result of the Circle 2011-2013 of the annual improvement program of IASB.

IFRS 3 "Business Combinations"

The amendment clarifies that the IFRS 3 does not apply in the recording of the formulation of any joint activity based on IFRS 11 in the financial statements of the particular joint activity.

IFRS 13 "Fair Value Measurement"

The amendment clarifies that the exception provided from the IFRS 13 for portfolio of financial assets and liabilities is applied in all contracts (including the non financial ones) with the context of application of IAS 39/IFRS 9.

IAS 40 "Investment Property"

The amendment of the standard was made in order to clarify that IAS 40 and IFRS 3 are not mutually excluded.

Standards and Interpretations effective for following financial years

IFRS 9 "Financial Instruments" and subsequent amendments in IFRS 9 and IFRS 7 (applied for annual periods beginning on or after 1 st January 2018)

IFRS 9 replaces the requirement of IAS 39 and deals with the classification and measurement of financial assets and financial liabilities, and it also includes a model of anticipated credit losses that replaces the model of the realized credit losses currently in effect. The IFRS 9 Hedging Accounting establishes an approach for hedging accounting based on principles and deals with inconsistencies and weaknesses of the current model of IAS 39. The Group is currently assessing the impact of IFRS 9

on its financial statements. The Group cannot adopt IFRS 9 in advance as it has not been endorsed by the EU.

IFRS 15 «Revenues from Contracts with Customers» (effective for annual accounting periods beginning on or after 1 January 2018)

IFRS 15 was issued in May 2014. The objective of the standard is to provide a single and clear model for the recognition of revenues from all customer contracts so that it improves the comparability among companies of the same sector, different sectors and different capital markets. It includes the principles that an entity shall apply in order to define the measurement of revenues and the time of their recognition. The basic principle is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Group is in the phase of assessing the effect of the IFRS 15 on its financial statements. The standard has not been adopted by the European Union.

IFRS 16 «Leases» (effective for annual accounting periods beginning on or after 1 January 2019

IFRS 16 was issued in January 2016 and replaces IAS 17. The aim of the standard is to ensure that lessors and lessees provided useful information which fairly depicts the substance of transactions with regard to leases. IFRS 16 introduces a unified model providing for the accounting treatment from the side of the lessee, which requires that the lessee recognizes assets and liabilities for all leasing contracts with term longer than 12 months, unless the underlying asset is of no substance value. With regard to the accounting treatment from the side of the lessor, IFRS 16 incorporates practically the requirements of IAS 17. Therefore the lessor continues to classify the leasing contracts as operating and financial leases, and to follow different accounting treatment for each type of contract. The Group is in the phase of assessing the effect of the IFRS 16 on its financial statements. The standard has not been adopted by the European Union.

IAS 19 Revised (Amendment) "Employee Benefits" (applied for annual periods beginning on or after 1st February 2015)

The amendment is of limited scope and applies to the contributions made by employees or third parties to defined benefit plans. It simplifies the accounting of contributions when they are not dependent of the employee's years of service, for example, employees' contributions are calculated as a fixed percentage of payrolls. This amendment is not applicable in the financial statements of the Group.

IFRS 11 (Amendment) «Joint Arrangements» (effective for annual accounting periods beginning on or after 1 January 2016)

This amendment requires from an investor to apply the purchase method when the investor acquires an interest in a joint arrangement which constitutes a "company".

IAS 16 and IAS 38 (Amendments) "Clarification of Acceptable Methods of Depreciation and Amortization" (effective for annual accounting periods beginning on or after 1 January 2016)

The amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset and that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This amendment is not applicable in the financial statements of the Group.

IAS 16 and IAS 41 (Amendments) «Agriculture: Bearer Plants» (effective for annual accounting periods beginning on or after 1 January 2016)

These amendments alter the financial reporting of bearer plants such as grape vines and fruit producing trees. The bearer plants should be accounted for in the same way as property, plant and equipment. Consequently, the amendments include the bearer plants within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41. The Group does not expect any significant effect from this amendment.

IAS 27 (Amendment) "Separate Financial Statements" (effective for annual accounting periods beginning on or after 1 January 2016)

This amendment allows economic entities to utilize the Equity method in accounting for investments in subsidiaries, joint ventures and related companies when compiling their separate financial statements, and also clarifies the definition of the separate financial statements.

IAS 1 (Amendments) "Disclosures" (effective for annual accounting periods beginning on or after 1st January 2016)

The amendments clarify the guidance of IAS 1 with regard to the concept of materiality, presentation of subtotals, the structure of the financial statements and the disclosures of the accounting policies.

IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment Entities: Applying the Consolidation Exception" (effective for annual accounting periods beginning on or after 1st January 2016)

The amendments clarify the application of the consolidation exception with regard to investment entities and their subsidiaries. The amendments have not been adopted yet by the European Union.

IAS 12 (Amendments) "Recognition of deferred tax assets for unrealized losses" (effective for annual accounting periods beginning on or after 1st January 2017)

The amendments clarify the accounting treatment with regard to the recognition of deferred tax assets for unrealized losses which have resulted from loans measured at fair value. The amendments have not been adopted yet by the European Union.

Annual Improvements in IFRS of 2012 (applied for annual periods beginning on or after 1st February 2015)

The following amendments describe the major changes that have been made in certain IFRS as result of the Circle 2010-2012 of the annual improvement program of IASB. No significant effect on the Group's financial statements is expected from the adoption of the following amendments.

IFRS 2 "Share-based payment"

The amendment clarifies the definition of the "fulfillment condition" and defines distinctively the "yield term" and the "service term".

IFRS 3 "Business combinations"

The amendment clarifies how the obligation for a contingent payment which fulfills the definition of financial instrument is classified as financial obligation or as an item of the net worth based on the provisions of IAS 32 "Financial Instruments: Presentation". In addition, it clarifies that any contingent payment, financial or non financial, which is not an item of the net worth, is recorded at fair value through the results.

IFRS 8 "Operating Segments"

The amendment requires the disclosure of the management's estimates with regard to the aggregation of the operating segments.

IFRS 13 "Fair Value Measurement"

The amendment clarifies that the standard does not exclude the option of calculating the shortterm assets and liabilities based on the amounts of invoices in cases the discounting effect is not significant.

IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible Assets"

Both standards have been amended in order to clarify the approach by which the underappreciated value of an asset and the accumulated depreciation are treated in a company which applies the adjustment method.

IAS 24 "Related Party Disclosures"

The standard was amended to include as related party a company providing services equivalent with ones of a major managerial official in the economic entity or the parent company of the economic entity.

Annual Improvements in IFRS of 2014 (applied for annual periods beginning on or after 1st January 2016)

The following amendments describe the main changes in four IFRS. No significant effect on the Group's financial statements is expected from the adoption of the following amendments.

IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations"

The amendment clarifies that when an entity reclassifies an asset (or group of assets) from held for sale to held for distribution or vice versa, this does not constitute an alteration in the plan for sale or distribution and thus should not be accounted for as an alteration.

IFRS 7 "Financial Instruments: Disclosures"

The amendment adds certain guidance in order to assist the management to define whether the terms of an agreement for the servicing of a financial instrument that has been transferred constitute continuous engagement and clarifies that the additional disclosures that are provided with the amendment of IFRS 7 "Disclosure–Offsetting Financial Assets and Financial Liabilities" are not required for interim periods, unless otherwise stated by the IFRS 34.

IAS 19 "Employee Benefits"

The amendment clarifies that when the discount rate concerning the employee benefits on a post service basis is defined, the important is the currency at which the liabilities are denominated and not the country from which these liabilities originate.

IAS 34 "Interim Financial Reporting"

The amendment clarifies the concept of the "meaning of disclosure of information elsewhere in the interim financial report" that is mentioned in this standard.

2.3 Significant Accounting Estimations and Judgments of the Management

The estimations and judgments of the Management are constantly assessed. They are based on historic data and expectations for future events, which are deemed as fair according to the ones in effect.

2.3.1 Significant Accounting Estimations and Assumptions

The preparation of Financial Statements in accordance with International Financial Reporting Standards (IFRS) requires management to make estimates and assumptions that may affect, the accounting balances of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses that have been recognized during the reported period. The use of the available information, which is based in historical data and assumptions and the implementation of subjective evaluation are necessary in order to conduct estimates. The actual future results may differ from the above estimates and these differences may affect the Financial Statements. Estimates and relative assumptions are revised constantly. The revisions in accounting estimations are recognized in the period they occur if the revision affects only the specific period or the revised period and the future periods if the revisions affect the current and the future periods.

The basic estimations and subjective judgments that refer to data, the evolution of which could affect the accounts of the Financial Statements during the next twelve months, are as follows:

2.3.1.1 Doubtful debts

The Group and Company calculate impairment on the value of trade receivables when there is data or evidence that indicates that the collection of the receivable overall or part of the receivable is not likely. The Group's Management periodically reviews the adequacy of the created provision for doubtful debts together with its credit policy and taking into account data from the Legal Service, which result from processing historic data and recent developments on cases it handles.

2.3.1.2 Provision for income tax

The provision for income tax according to I.A.S. 12 is calculated by estimating taxes that will be paid to the tax authorities and includes the current income tax for each financial year and a provision for additional taxes that may arise in future tax audits. In order to define the Group's and Company's provision for income tax, an essential understanding of the above is required. The finalization of income tax may differ from the relevant amounts booked in the Group's and Company's financial statements and such differences will affect income tax and the provisions for deferred taxes.

2.3.1.3 Provisions for employee benefits

The present value of the liabilities for post employment benefits depends on a number of factors defined on actuarial basis via the use of a significant number of assumptions. The assumptions used for the determination of the net cost (income) for post employment benefits include the discount rate. Any changes in the assumptions would have material effect on the accounting measurement of the liabilities for post employment benefits.

The Group defines the appropriate discount rate in each reporting period. It is the interest rate applicable for the calculation of the present value of the estimated future payments required for the settlement of the benefit liabilities. For the estimation of the appropriate discount rate the Group takes into consideration the interest rates prevailing in high credit rating corporate bonds denominated in the currency of the benefit payments and with maturity dates similar to the ones of the respective liabilities.

Other significant accounting assumptions for post employment benefit liabilities are based in part on the current market conditions. Additional information is provided in note 19.

2.3.1.4 Impairment of participations

The Group and the Company recognize provisions for impairment of participations taking into account the future benefits that will result from such.

2.3.1.5 Estimation of impairment of goodwill

The Group examines if goodwill has suffered any impairment on an annual basis, according to the Group's accounting principle (see note 2.6.1). The recoverable amounts of the cash flow generating units have been defined according to fair value. Such calculations require the use of estimations. During the year, no loss due to impairment of goodwill resulted.

2.3.2 Significant Accounting Judgments in the Application of Accounting Principles

2.3.2.1 Depreciation/amortization of tangible and intangible assets

The Group and the Company calculate depreciation/amortization on tangible and intangible assets based on estimation of the useful life of such. The residual value and useful life of such assets are reviewed and defined at the end of each reporting period, if deemed necessary.

2.4 Basis of Consolidation

2.4.1 Subsidiaries

Subsidiaries are all companies (including those companies of special purpose) which are controlled by the group. The group controls a company when the group is exposed to or has rights in variable returns from its participation in the company and has the ability to affect these returns through the power it possesses in the company. The subsidiaries are consolidated with the full consolidation method from the date at which the control is acquired by the group and are excluded from consolidation from the date at which such control does not exist.

The mergers of companies are accounted for, from the group based on the purchase method. The price of the acquisition is calculated as the fair value of the transferred assets, the liabilities undertaken against the former shareholders and the shares issued by the Group. The price of the acquisition includes the fair value of any asset or liability which may derive from any potential agreement about the price. The assets acquired and the liabilities along with the contingent liabilities assumed during a corporate merger are measured initially at fair value at the date of the acquisition. Depending on the acquisition case, the group recognizes any non controlled interest in the subsidiary either at fair value or at the value of the stake of the non controlled interest in the equity of the subsidiary.

The expenses related to the acquisition are recorded in the results.

If the corporate merger is gradually achieved then the fair value of the participation held by the group in the acquired company is revalued at fair value at the acquisition date. The profit or loss which emerges from the revaluation is recognized in the results.

Any potential price that is transferred from the group is recognized at fair value at the acquisition date. Any subsequent changes in the fair value of the potential price, which is considered as an asset or a liability, are recognized according to IAS 39 either in the results or as change in other comprehensive income. If the potential price is recorded as item of the equity, then it is not revalued until its final settlement through the equity.

Intra-company transactions, balances and non realized earnings from transactions among the companies of the group are excluded. The non realized losses are also excluded. The accounting principles that are applied by the subsidiaries have been adjusted wherever it was deemed necessary so that they are aligned with the ones adopted by the group.

The company records the investments in subsidiaries in the separate financial statements at acquisition cost minus any impairment. Furthermore, the acquisition cost is adjusted so that it reflects the changes in the payable price deriving from any amendments in the potential price.

2.4.2 Transactions with owners of non-controlled interests

The group treats the transactions with the owners of non-controlled interests, which do not result into loss of control, in the same manner with the transactions with the major shareholders of the group. The difference between the price paid and the book value of the acquired interest of the subsidiary's equity is recorded in the shareholders' funds. Earnings of losses deriving from the sale to owners of non-controlled interests are also recorded in shareholders' funds.

2.4.3 Sale of Subsidiary

When the group ceases to possess control, the remaining percentage is measured at fair value, whereas any potential differences that derive in comparison with the current value are recorded in the results. Following, this asset is recognized as associate company, joint venture or financial asset at the above fair value. Additionally, any relevant amounts which were previously recorded in the other comprehensive income are accounted for, with the same manner that would be followed in the case of sale of these assets and liabilities, meaning that they can be transferred in the results.

2.4.4 Associate (Related) Companies

Associate are the companies in which the group possesses material influence but not control, which is generally valid if the participation percentages range from 20% to 50% of the voting rights. The investments in associate companies are accounted for, with the equity method. According to the equity method, investments are initially recognized at the acquisition cost, which in a later stage increases or decreases via the recognition of the group's share in the earnings or losses of the associate companies. Investments in associate companies include the goodwill that resulted from the acquisition.

In case of reduction of the participation percentage in associate company, where the group continues though to possess material influence, only the proportional amounts that were previously recorded in the other comprehensive income will be transferred to the results.

The share of the group in the earnings or losses of the associate companies after the acquisition is recognized in the results, whereas the share of the changes in the other comprehensive income after the acquisition is recognized in the other comprehensive income. The accumulated changes after the acquisition affect the book value of the investments in associate companies with a corresponding adjustment in the current value of the investment. In case the share of the group in the losses of an associate company exceeds the value of the investment, including any not insured receivables, no additional losses are recognized, unless there have been payments or there are commitments undertaken for the account of the associate company.

The group evaluates at every reporting date whether there is objective evidence that the investments in associate companies have been impaired. If there is such evidence, the group calculates the amount of impairment as the difference between the recoverable value of the investments in the associate companies and the book value, and then it recognizes the corresponding amount in the results as "Share in profit/(loss) from associate companies".

Non-realized earnings and losses from transactions between the group and the associate companies are deleted according to the percentage of the group's participation in the associate companies. The non realized losses are deleted unless the transaction offers indications of potential impairment of the transferred asset. The accounting principles of the associate companies have been amended so that they are in line with the ones adopted by the group.

Earnings and losses which derive from the reduction of the participation percentage in associate companies are registered in the results.

The company records the investments in associate companies in the separate financial statements at the acquisition cost less any impairment.

2.4.5 Joint Arrangements

Based on IFRS 11, investments in joint arrangements are classified either as joint activities or as joint ventures and the classification depends on the contractual rights and the liabilities of each investor. The group evaluated the nature of its investments in joint arrangements and decided that these constitute joint ventures. Joint ventures are consolidated according to the equity method.

According to the equity method, investments in joint ventures are initially recognized at the acquisition cost, which in a later stage increases or decreases via the recognition of the group's share in the earnings or losses of the joint ventures and the changes in the other comprehensive income after the acquisition. In case the share of the group in the losses of the joint ventures exceeds the amount of the investment (which also includes any long-term investment that essentially constitutes part of the net investment of the group in the joint ventures), no additional losses should be recognized, unless there have been payments or there are commitments undertaken for the account of the joint ventures.

Non realized profit from transactions between the group and the joint ventures is excluded according to the percentage of the group's participation in the joint ventures. The non realized losses are also excluded, unless the transaction offers indications of a potential impairment of the transferred asset. The accounting principles of the joint ventures have been amended wherever it was deemed appropriate so that they are aligned with the ones adopted by the group. The change in the accounting principle has been applied since January 1st, 2013.

2.4.6 Intra-company balances and transactions – profit and losses deleted during consolidation

Intra-company balances and transaction, as well as profit and losses arising from intra-company transactions are erased during the preparation of Consolidated Financial Statements.

2.5 Tangible Fixed Assets

Tangible assets are stated at book cost, net of any grants received, less accumulated depreciation and any impairment in value. Any adjustments that might have taken place (on land or buildings) based on Greek legislation are reversed. Expenses for replacement of part of fixed assets are included in the value of the asset if they can be estimated accurately and increase the future benefits of the Group from such. The repairs and maintenance of fixed assets charge the results, in the period when such are realized. The acquisition cost and the related accumulated depreciation of assets retired or sold, are removed from the accounts at the time of sale or retirement, and any gain or loss is included in the Results.

Depreciation is charged in the Results based on the straight-line method over the estimated useful life of assets. The estimated useful life of each category of asset is presented below:

Category Depreciation rate Useful life
Buildings and technical works 2.5% - 5% 20 - 40 years
Machinery and technical installations 7% - 10% 10 - 14 years
Specialized mechanical equipment 12% - 15% 7 - 8 years
Vehicles 10% - 20% 5 - 10 years
Furniture and fixture 10% - 30% 3 - 10 years

Land and plots are not depreciated, however they are reviewed for impairment. Residual values and economic life of fixed assets might be adjusted if necessary at the time financial statements are

prepared. Fixed assets, that have been impaired, are adjusted to reflect their recoverable amount (Note 2.7). The remaining value, if not negligible, is re-estimated on an annual basis.

2.6 Intangible Assets

2.6.1 Goodwill

The acquisition of a subsidiary by the Group is accounted for based on the acquisition method. The acquisition cost of a subsidiary is the fair value of assets acquired, shares issued and liabilities assumed during the transaction date, plus possible expenses directly linked to the transaction. The individual assets, liabilities and contingent liabilities acquired in a business combination are measured during the acquisition at fair value regardless of the participation percentage. The acquisition cost above fair value of the individual assets acquired, is booked as goodwill. If the total acquisition cost is less than the fair value of the individual assets acquired, the difference is registered directly in the results.

Increases of the Group's participation in subsidiaries are recognized as transactions in equity. The difference between the acquisition cost and the participation in the new equity of the subsidiary acquired, is recognized directly in the Group's equity. Profit or losses from the sale of a participation percentage that does not lead to loss of control on the subsidiary by the Group, is also recognized in the Group's equity.

Goodwill is not amortized but the balance of goodwill is subject regularly (at least annually) to a review for possible impairment. This review is carried out according to the provisions of I.A.S. 36 "Impairment of Assets". Therefore, after initial recognition, goodwill is measured at acquisition cost, minus possible cumulative impairment losses. The impairment loss on goodwill is not subsequently offset after its recognition. The goodwill that arises from acquisitions of associate companies is included in the value of the investment.

2.6.2 Other Intangible Assets

Other intangible assets mainly concern software and industrial ownership rights which refer to the utilization right of the trademark TERRAHOME that has been purchased from a third party, and of the Geothermic field that has been purchased from the Greek State. Their values are stated at acquisition cost, less the accumulated depreciation and any impairment losses. Amortization of intangible assets is registered in the Results, based on the straight-line method over the estimated useful life of assets. The following table depicts the estimated useful life of assets:

Category Amortization Rate Useful Life
Industrial ownership rights 20% 5 years
Software 10 - 20% 5 - 10 years

Subsequent expenses on the capitalized intangible assets are capitalized only when they increase the future benefits that are attributed to the specific asset. All other expenses are recorded when they incur.

2.7 Impairment of Assets

With the exception of intangible assets with an indefinite life, which are reviewed for impairment at least on an annual basis, the book values of other long-term assets are reviewed for impairment

when events or changes in conditions indicate that the book value may not be recoverable. When the book value of an asset exceeds its recoverable amount, the respective impairment loss is registered in the results. The recoverable amount is defined as the largest value between the net sales price and the value in use. Net sale price is the amount that can be received from the sale of an asset, in the context of an arm's length transaction in which the parties have full knowledge and voluntarily proceed, after the deduction of any additional direct cost for sale of the asset. Value in use is the present value of estimated future cash flows expected to be realized from the continuous use of an asset and from the revenue expected to result from its sale and the end of its estimated useful life. For purposes of defining impairment, assets are grouped at the lowest level for which cash flows can be recognized separately.

2.8 Inventories

Inventories are stated at the lower of cost (acquisition or production) and net realizable value. Cost of final and semi final products includes all cost of purchase, cost of materials, direct labor cost, other direct expenses and proportionate general production expenses. The cost of inventories is calculated using the weighted average method. Net realizable value represents the estimated selling price in the ordinary course of business, less any selling cost.

2.9 Accounts Receivable – Provisions from Doubtful Debts

Accounts receivable are initially recognized at fair value and subsequently measured at net book cost using the effective interest rate, less any provisions for impairment. Impairment provisions are recognized when there is objective indication that the Group is not in a position to collect all the amounts due according to the contractual terms.

Accounts receivable include open balances, checks and notes receivable from customers and other debtors. Serious financial problems of the customers, the possibility or default or financial reorganization and the inability to regularly perform payments are considered indications that the receivable is impaired. The amount of the impairment provision is the difference between the book value of the receivables and the present value of estimated future cash flows, discounted with the effective interest rate. The amount of impairment loss is registered as an expense in the results and included in "Other Expenses".

2.10 Cash & cash equivalents

For purposes of preparing the Statement of Cash Flows, the category of cash & cash receivables include cash in hand, cash equivalents, such as site deposits and short-term time deposits, namely those with a maturity less than three months from the preparation date of the Financial Statements.

2.11 Foreign exchange translations

2.11.1 Operating currency and presentation currency

The data in the financial statements of the Group's companies are registered in the currency of the primary economic environment, in which each Company operates ("operating currency").

The consolidated financial statements are presented in Euro, which is the operating valuation currency and presentation currency of the parent Company.

2.11.2 Transactions and balances

Transactions in foreign currencies are converted into the operating currency based on exchange rates effective at the date of transaction or at the date of revaluation if such case is required. Profits

and losses from foreign exchange differences, arising during the settlement of such transactions and from the conversion of foreign currency denominated assets and liabilities based on the current exchange rates at the reporting date, are recorded in the results. Profits and losses from foreign exchange differences related to cash reserves and bank obligations are recorded in the statement of results, under the account "Financial income / (expenses) - Net". All other profits or losses from foreign exchange differences are recorded in the statement of results, under the account "Other profits / (losses) - Net".

2.11.3 Group's Companies in foreign currency

The conversion of the financial statements of the Group's companies (none of which operates with a currency belonging to a hyperinflation economy), which are recorded in a currency that is different from the one of the Group, is conducted as follows:

  • The assets and liabilities for each statement of financial position are converted based on the effective exchange rates at each reporting date,
  • Revenues and expenses are converted based on the average exchange rates of each period (unless the average exchange rate does not logically approach the cumulative effect of the exchange rates that were effective at the time of the transactions. In such case, revenues and expenses are converted based on the exchange rates effective at the time of the relevant transactions), and
  • The extracted foreign exchange differences are recorded in other comprehensive income.

2.12Acquisition of Treasury Shares

The paid price to acquire Treasury Shares, including the relevant expenses for their purchase, is presented as a deduction of Equity. Any profit or loss from the sale of Treasury Shares, net of direct transaction costs and taxes, is recognized directly in Equity, in the account "Treasury Share Reserve".

2.13Dividends

Payable dividends are presented as a liability during the time when such are approved by the Annual General Meeting of Shareholders.

2.14 Income

2.14.1 Income from Sales of Goods and Services

Income from the sale of goods, after the deduction of turnover discounts, sales incentives and the corresponding VAT, is recognized when all significant risks and awards emanating from ownership of the goods.

The income and expenses related to the sale can be measured at fair value.

The major product categories are the technical fabrics (Geosynthetics and garments for construction purposes, landscape / gardening works, medical and hygiene, filtration industry, automotive industry, industrial uses, sports and leisure, floor covering, yarn and strap industries, etc.) and the packaging products (large bags, bags, packaging films, container liners, containers, buckets, cups, trays, plastic boxes, bottles, bags in box, garbage bags, ropes and twines). The Group also produces tailor made products on order basis. The Group refunds the purchase of products only in cases of flawed products or of products that have not been produced according to the required standards.

The Parent company renders management, financial, accounting and IT services to the subsidiaries of the Group.

Income from the provision of services is registered in the Results according to the completion stage of the transaction, during the Balance Sheet date.

2.14.2 Government Grants - Subsidies

Government grants on tangible and intangible assets, are deducted from the book value of the asset for which they were received. The relevant income is recognized with the form of reduced depreciation amounts during the useful life of the relevant asset. Government grants that concern payroll expenses are recognized as income during the period that such relate to the respective expenses and are presented in the Income Statement in the account "Other Operating Income".

2.14.3 Income from Dividends – Interim Dividends

Income from dividends are recognized in the Income Statement as income, during the date when such are approved by the Annual General Meeting of Shareholders. Interim dividends are recognized during the date such are approved by the Extraordinary General Meeting of Shareholders.

2.14.4 Interest Income

Interest income is recognized on an accrual basis.

2.15 Expenses

Expenses are recognized in the Results on an accrual basis.

2.16 Leases

2.16.1 The Group as Lessee

Lease in which the lessor transfers the rights and obligations (risks) arising from the ownership of an asset, is assumed as a financial lease and accounts as the acquisition of an asset and the undertaking of a liability. In this case the rents are divided in financial expenses (interest) and reduction of the liability. Financial expenses are recorded directly in the Results.

The financial lease appears in the lower cost between their fair value and the present value of the minimum rent payment at the beginning of the lease less accumulated depreciation or impairment loss.

If from the lease agreement the rights and liabilities (risks) arising from the ownership of an asset are not transferable, the lease is assumed operational for the lessor and the rents are recorded as expenses when they incur using the direct method for the duration of the lease.

2.16.2 The Group as Lessor

When the assets are leased in the context of leasing agreements, the present value of the leasing payments to be collected is recognized as receivable. The difference between the gross receivable amount and the present value of the claim is recognized as non-accrued financial income.

When the assets are leased in the context of leasing agreements, they are recorded in the statement of financial position according to the nature of each asset. The income generated from operating leasing agreements is recorded in the results via the straight line method over the leasing period.

2.17 Income Tax

Tax burden for the year relates to current and deferred taxes.

Current income taxes are payable taxes on taxed income for the year based on effective tax rates as of the balance sheet date, as well as additional income taxes relating to previous years.

Deferred taxes are tax burden/exemptions relating to current year's profit (or losses) that will be charged by the tax authorities in future years. Deferred income taxes are calculated according to tax rates effective as of the dates they will be paid, on the difference between accounting and tax base of individual assets and liabilities, provided that these differences imply time deviations, which will be erased in future.

Deferred tax receivables are recognized only to the extent they imply future taxable income, which will be offset by these deferred tax receivables. Deferred tax receivables might be lowered any time when it is not evident that such future tax relaxation will be certain.

Current and deferred tax is recorded in the Results or directly in Equity, if it relates to elements directly recognized in Equity.

The Group offsets deferred tax receivables with deferred tax liabilities, only if:

  • a) It has a legal applicable right to offset current tax receivables with current tax liabilities.
  • b) The deferred tax receivables and liabilities relate to income taxes imposed by the same tax authority.

2.18 Employee benefits

2.18.1 Defined contribution plans

Liabilities for defined contribution plans are fully recorded as expense in the Results at the time they incur, with fulfillment of the liability.

The defined contribution plans include mainly the liability that has been formed by the Greek companies of the Group. The liability depicts the present value of 40% or 50% of the indemnity granted, according to Greek legislation, to an employee if the employee was employed by the Group until retirement.

A relevant liability has been formed by Thrace – Ipoma which is located in Bulgaria.

2.18.2 Defined benefit plans

The net liability of the Group, relating to the defined benefit plan is estimated independently for each plan with the estimation of future benefits the employees are entitled to, based on their working years in current and previous periods. The future benefits are discounted at present value following the deductions of the fair value of the assets in the plan. The discount rate is the yield to maturity, at the balance sheet date, of the bonds that have a maturity that approaches the maturity of the liabilities. The defined benefit liability is calculated by an independent actuary, using the projected unit credit method.

When the benefits of a plan improve, the proportion of the increased benefit that refer to the past working length of the employees is recorded as expense in the Results using the straight-line method on the average fiscal years until the full recognition of the benefits. To the extent that the benefits are given instantly, the expense is recorded directly in the results.

Subsidiary companies DON & LOW LTD and THRACE POLYBULK A.B have defined benefit pension plans for their personnel. These plans define a specific amount of pension that each employee will receive at the time of his retirement. The amount is a result of a series of factors such as the age, the time working for the specific employer and the level of wage.

Net liabilities of the above companies with regard to their pension plans have been calculated separately for each plan, by estimating the amount of future benefits that correspond to each employee, according to aggregate years of service. The amount is then discounted to present value in order to calculate the total liability of the plan. The fair value of the plan's assets is finally deducted from the total liability in order to calculate the net actuarial deficit or surplus of the plan at the Balance Sheet date.

The actuarial profits and losses arising from the adjustment of working years as well as the changes in the estimation of the actuarial officer have are recognized in equity through other comprehensive income during the period when such arise.

All the above calculations are made based on an actuarial study, while estimations are made for the interim periods. The discount rate is derived from the yield of long-term bonds rated AA, with maturity equal to the that of the plan's liabilities. The relevant calculation method is called "Projected Unit Credit Method".

2.19 Provisions

Provisions are recognized only when there is a liability, due to events that have occurred and it is likely (namely more possible than not) that there settlement will create an outflow, the amount of which can be estimated reliably. The recognition of provisions is based on the present value of capital flows that may be needed for the above liabilities to be settled. Amounts paid in order to arrange the repayment of such liabilities are deducted from the recorded provisions. The amounts are also reviewed at the periods when the Financial Statements are prepared. Provisions for any future losses should not be recognized. Compensation received from third parties and relate to the aggregate amount or part of the estimated capital flow, should be recognized on the asset side only when there is certainty for the final payment of the corresponding amount.

2.20 Financial instruments

The Group's investments are classified in the following categories. The classification depends on the purpose for which the investment was acquired. Management defines the classification during initial recognition and reviews the classification at the end of each reporting period.

2.20.1 Financial Derivatives

The group uses financial derivatives, mainly forward foreign exchange contracts, to hedge risks that emanate from changes in exchange rates.

Financial derivatives are measured at fair value, during the balance sheet date. The fair value of forward contracts is calculated based on the market prices of contracts with respective maturities (valuation of 1st level of IFRS 7).

2.20.2 Loans and Receivables

Such include non-derivative financial assets with fixed or predefined payments, which are not traded on active markets and there is no intention to sell such. They are included in current assets, apart from those with a maturity over 12 months from the balance sheet date. The latter are included in non-current assets.

2.21 Interest Bearing Loans

Loans are initially recognized at fair value, less any possible expenses directly linked to the relevant transaction. Subsequently loans are valued at net book cost. Any difference between the received

amount, net of relevant expenses, and the repayment value is recognized in the results during the borrowing period based on the effective interest rate method. Loans are characterized as short-term liabilities except if the Group has the final right to postpone repayment for at least 12 months after the balance sheet date. Bank overdrafts are included in short-term debt in the balance sheet and in investment activities in the statement of cash flows.

2.22 Suppliers and Other Creditors

Suppliers and other liabilities are initially recognized at fair value and subsequently measured according to amortized cost, while the effective interest rate method is used. Liabilities are classified as short-term if payment is expected in less than one year. If not, then such are included in long-term liabilities.

2.23 Equity

The share capital includes common shares of the Company. The difference between the nominal value of shares and their issue price is registered in the "Share Premium" account. Direct expenses for the issue of shares, are presented after the deduction of the relevant income tax and reduce the issue proceeds, namely as a deduction from the share premium.

During the purchase of treasury shares, the amount paid, including the relevant expenses is recorded as deduction from the shareholders' equity. No profit or loss is recognized in the statement of comprehensive income from the purchase, sale, issuance or cancellation of treasury shares. Expenses which are realized for the issuance of shares are recorded after the deduction of the relevant income tax, as deduction from the product of the issue.

2.24 Segment Reporting

The Group applies I.F.R.S. 8 for monitoring its business segments. Segments are defined based on the structure of the Group's companies, given that the Group's management (CODM – Chief Operating Decision Maker) is responsible to make economic decisions, it monitors the financial information separately as presented by the parent Company and by each subsidiary. A segment is a distinct portion of the Group, which involves the production of products or services (see note 23).

3. Other Operating Income

Other Operating Income Group Company
2015 2014 2015 2014
Grants (*) 2,068 1,796 180 163
Income from rents 417 123 583 754
Income from provision of services 263 280 4,667 3,821
Income from prototype materials 212 - - -
Reverse entry of not utilized provisions 44 - - -
Other operating income 188 306 16 9
Total 3,192 2,505 5,446 4,747

(*) The amount of grants mainly concerns grant / subsidy of the personnel payroll cost. Industrial companies located in borderland areas are entitled to such grant in accordance with the provisions of L. 1767/88, L. 1836/89 and L. 1563/85 and their amendments.

4. Other Income / Losses

Other Income / (Losses) Group Company
2015 2014 2015 2014
Profit / (Losses) from sale of fixed assets (5) 459 428 2
Foreign Exchange Differences 1,097 1,165 22 10
Total 1,092 1,624 450 12

5. Analysis of Expenses (Production-Administrative-Distribution)

Analysis of Expenses
(Production-Administrative-Distribution)
Group Company
2015 2014 2015 2014
Payroll expenses 57,443 50,460 4,787 4,425
Third party fees – expenses * 3,977 3,585 867 822
Electric power 14,098 12,717 646 518
Repairs / Maintenance 4,761 4,514 118 62
Rental expenses 884 711 164 195
Insurance expenses 2,187 2,120 134 158
Exhibitions / travelling expenses 1,760 1,610 389 309
IT and telecom expenses 798 693 113 117
Other third party benefits 2,402 2,485 374 283
Transfer expenses 12,119 11,277 224 279
Consumables 3,959 4,405 131 178
Sundry expenses 1,057 905 13 16
Analysis of Expenses
(Production-Administrative-Distribution)
Group Company
2015 2014 2015 2014
Depreciation / Amortization 9,679 8,628 670 438
Subtotal 115,124 104,110 8,630 7,800
Cost of consumed inventories 157,993 161,697 10,080 13,175
Total 273,117 265,807 18,710 20,975

* Third party fees – expenses include fees paid to auditors, legal and advisory firms, as well as to the Board of Directors.

The analysis of expenses per operating category, is as follows:

Analysis of expenses Group Company
2015 2014 2015 2014
Cost of sales 230,022 226,870 12,595 15,082
Administrative 18,066 16,209 5,599 4,996
Distribution 25,030 22,728 516 897
Total 273,118 265,807 18,710 20,975

6. Payroll Expenses

Payroll expenses are as follows:

Payroll expenses Group Company
2015 2014 2015 2014
Wages 21,943 19,079 3,579 3,268
Employer contributions 3,484 3,123 478 472
Retirement benefits 793 631 (12) 43
Total 26,220 22,833 4,045 3,783
Day-wages 25,210 22,388 586 492
Employer contribution 3,729 3,596 146 126
Retirement benefits 1,106 806 - -
Total 30,045 26,790 732 618
Subtotal 56,265 49,623 4,777 4,401
Other expenses 1,177 837 10 24
Grand Total 57,443 50,460 4,787 4,425

The number of employed staff at the Group and Company at the end of the present financial year, was as follows:

Number of employees Group Company
2015 2014 2015 2014
Regular employees 623 579 46 51
Day-wage employees 1,045 952 26 26
Total 1,668 1,531 72 77

The total staff of companies that are based in Greece, is primarily insured with the Social Security Organization (I.K.A.), both as regards to medical care and as regards to primary pension.

7. Other Operating Expenses

Other Operating Expenses Group Company
2015 2014 2015 2014
Provisions for doubtful receivables 13 (164) - -
Other taxes and duties non-incorporated in
operating cost 160 409 65 113
Depreciations 221 232 303 541
Staff indemnities 67 482 - 218
Supplies / other bank expenses 193 303 1 12
Expenses for the purchase of prototype materials 274 - - -
Other operating expenses 554 584 42 201
Total 1,482 1,846 411 1,085

8. Financial income/(expenses)

8.1 Financial income

Financial Income Group Company
2015 2014 2015 2014
Interest and related income 140 498 82 304
Foreign exchange differences 270 - - 6
Total 410 498 82 310
Income from dividends - - 1,500 1,000

8.2 Financial Expenses

Financial Expenses Group Company
2015 2014 2015 2014
Debit interest and similar expenses (4,721) (4,823) (1,444) (1,444)
Foreign exchange differences (354) (339) - -
Financial cost due to revaluation of
receivables at current value
(1,788) (520) (225) (75)
Financial result from Pension Plans (859) (552) (7) (11)
Total (7,722) (6,234) (1,676) (1,530)

9. Earnings per share

Earnings after tax, per share, are calculated by dividing net earnings (after tax) allocated to shareholders, by the weighted average number of shares outstanding during the relevant financial year, after the deduction of possible treasury shares.

Basic earnings per share 2015 2014
Earnings allocated to shareholders 9,788 6,502
Number of shares outstanding (weighted) 44,406 45,016
Basic and adjusted earnings per share (Euro in
absolute terms) 0.220 0.144

10. Income Tax

The analysis of tax charged in the year's Results, is as follows:

Income Tax Group Company
2015 2014 2015 2014
Income tax (3,344) (2,294) - -
Provision for tax on un-audited fiscal years (27) (109) (6) (18)
Non-exempt taxes of foreign operations - (22) - -
Tax Provision L. 4172 article 72 - (1,094) - (1,094)
Deferred tax (expense)/income 108 88 166 74
Total (3,263) (3,431) 160 (1,038)

Income tax (reconciliation with the effective tax rate) is analyzed as follows:

Income Tax Group Company
2015 2014 2015 2014
(Earnings)/losses before tax 13,284 10,088 91 (539)
Income tax rate 29% 26% 29% 26%
Corresponding income tax (3,852) (2,622) (26) 140
Effect due to different tax rates of subsidiaries abroad 1,039 710 - -
Non tax-deductible expenses (1,915) (706) (402) (53)
Foreign tax not to be offset - (22) - -
Revenues subject to tax - 41 - (13)
Provision for unaudited years (27) (109) (6) (18)
Tax provision of Law 4172 article 72 (1,094) - (1,094)
Tax corresponding to the net results of associates 425 - (19) -
Income Tax Group Company
2015 2014 2015 2014
Income tax differences from previous years 128 - - -
Effect from tax losses from previous years recognized in the
current year
300 371 - -
Effect from tax losses for which no deferred tax asset has
been recognized
(203) - 192 -
Effect from offsetting tax losses from previous years with
taxable earnings for the year
653 - - -
Income from tax-free dividends - - 435 -
Effect due to change of tax rate of domestic companies 189 - (14) -
Income Tax (3,263) (3,431) 160 (1,038)

In Greece, the results reported to tax authorities are deemed temporary and are subject to audit by the tax authorities until financial year 2010, included. Therefore, for the non-audited fiscal years there is the possibility that additional tax may be imposed on such when they are audited by the tax authorities.

The Greek companies of the Group, have created a provision amounting to euro 1,061 which is considered as adequate to cover possible liabilities that will arise from a tax audit.

From 2011 until 2015, Greek Société Anonyme Companies and Limited Liability Companies, whose annual financial statements must by audited by Legal Certified Auditors that are registered in the public Registry of Law 3693/2008, are obliged to receive an "Annual Certificate", as stipulated by par. 5 of article 82 of L.2238/1994. The relevant certificate is issued after tax audit conducted by the same Legal Certified Auditor or audit firm that audits the annual financial statements. Following the completion of the tax audit, the Legal Auditor or audit firm issues a "Tax Compliance Report" for the Company, which is accompanied by the Notes on Detailed Information. Within ten days, at the latest, from the final approval date of the Company's financial statements by the General Meeting of Shareholders, the aforementioned Report and the relevant Notes are submitted electronically to the Ministry of Finance by the Legal Auditor or the audit firm. The Ministry of Finance will subsequently select a sample of companies corresponding to at least 9% for a tax review by the relevant tax audit services of the Ministry.

This audit must be completed in a period not longer than eighteen months from the date the "Tax Compliance Report" is submitted to the Ministry of Finance.

The tax audit for the financial year 2014, which was conducted in accordance with the provisions of article 65a of L. 4172/2013, was completed by the audit firm "PricewaterhouseCoopers SA" and revealed no significant tax obligations apart from those recorded and depicted in the Financial Statements.

For the financial year 2015, a tax audit is already performed by PricewaterhouseCoopers SA in accordance with the provisions of article 65 of L. 4172/2013. This audit is underway and the relevant tax certificate is expected to be issued following the release of the 2015 financial statements. If until the completion of the tax audit additional tax liabilities arise, we assess that such will not have a substantial effect on the financial statements.

The financial years that have not been audited by the tax authorities, as regards to the Greek companies, are reported below:

Company Tax un-audited fiscal
years
THRACE PLASTICS S.A. 2008-2010
THRACE NON WOVENS & GEOSYNTHETICS S.A. 2005-2010
THRACE PLASTICS PACK S.A. 2007-2010
THRACE PLASTICS EXTRUDED POLYSTERENE S.A. 2007-2010
THRACE-SARANTIS S.A. 2010

An ordinary tax audit is currently conducted with regard to the companies Thrace Plastics Pack SA and Thrace Non Wovens & Geosynthetics for the years 2007 – 2009 and 2005 – 2010 respectively.

Moreover, the possibility of additional taxes being imposed also holds for companies based abroad, whose tax un-audited fiscal years are analyzed as follows:

Company Tax un-audited fiscal
years
SYNTHETICPACKAGINGLTD 2006-2015
THRACEPOLYBULKA.B 2006-2015
THRACE POLYBULK A.S 2014-2015
THRACE GREINER PACKAGING SRL. 2002-2015
TRIERINA TRADING LTD 2014-2015
THRACE IPOMA A.D. 2010-2015
THRACE PLASTICS PACKAGING D.O.O. 2014-2015
LUMITE INC. 2010-2015
THRACE LINQ INC. 2009-2015
ADFIRMATELTD 2014-2015
DELTA REAL ESTATE INV. LLC 2009-2015
PAREEN LTD 2014-2015
SAEPE LTD 2014-2015
THRACE ASIA LTD 2012-2015

11. Tangible Assets and Intangible Assets

11.1 Tangible Fixed Assets

The changes in the tangible fixed assets during the year is analyzed as follows:

Tangible Assets
Group 2015 Fields –
land
plots
Building
s &
technica
l works
Machiner
y &
technical
facilities
Vehicles Furnitur
e &
other
equipme
nt
Fixed
assets
under
construct
ion or
installati
on
Total
ACQUISITION COST
Acquisition cost
31.12.2014
Foreign exchange
4,520 54,167 207,925 1,391 8,211 2,870 279,084
difference 250 1,994 5,112 (7) 375 26 7,750
Additions 30 585 10,262 233 304 13,832 25,246
Liquidations - (37) (92) (120) (3) (252)
Transfers
Intra-company
- 45 2,889 3 211 (3,148) -
movements - (388) (560) - - - (948)
Acquisition cost
31.12.2015
4,800 56,366 225,536 1,500 9,098 13,580 310,880
DEPRECIATIONS
Cumulative depreciations
31.12.2014
Foreign exchange
- (24,052) (171,930) (986) (7,450) - (204,418)
difference
Depreciations for the
- (851) (4,491) 5 (353) - (5,690)
period - (1,741) (7,481) (153) (258) - (9,633)
Liquidations - 12 89 77 3 - 181
Transfers
Intra-company
movements
-
-
-
388
-
560
-
-
-
-
-
-
-
948
Cumulative depreciations
31.12.2015
- (26,244) (183,253) (1,057) (8,058) - (218,612)
NET BOOK VALUE
31.12.2014 4,520 30,115 35,995 405 762 2,869 74,667
31.12.2015 4,800 30,122 42,283 443 1,040 13,580 92,268
Tangible Assets
Group 2014 Fields –
land
plots
Building
s &
technica
l works
Machiner
y &
technical
facilities
Vehicles Furnitur
e &
other
equipme
nt
Fixed
assets
under
constru
ction or
installa
tion
Total
ACQUISITION COST
Acquisition cost
31.12.2013 4,191 50,663 193,974 1,410 7,553 2,219 260,010
Foreign exchange
difference 251 2,075 5,485 (14) 364 26 8,187
Additions 78 1,059 6,877 84 224 4,855 13,177
Liquidations - (74) (2,115) (100) (1) - (2,290)
Transfers - 444 3,704 11 71 (4,230) -
Acquisition cost
31.12.2014 4,520 54,167 207,925 1,391 8,211 2,870 279,084
DEPRECIATIONS
Cumulative depreciations
31.12.2013
- (21,594) (161,886) (882) (6,895) - (191,257)
Foreign exchange
difference
Depreciations for the
- (884) (4,894) (1) (351) - (6,130)
period - (1,595) (6,632) (170) (205) - (8,602)
Liquidations - 21 1,482 67 2 - 1,572
Transfers - - - - - - -
Cumulative depreciations
31.12.2014
- (24,052) (171,930) (986) (7,449) - (204,417)
NET BOOK VALUE
31.12.2013 4,191 29,070 32,088 528 659 2,219 68,754
31.12.2014 4,520 30,115 35,995 405 762 2,870 74,667
Tangible Assets
Company 2015 Fields –
land
plots
Building
s &
technica
l works
Machiner
y &
technical
facilities
Vehicles Furnitur
e &
other
equipme
nt
Fixed
assets
under
construct
ion or
installati
on
Total
ACQUISITION COST
Acquisition cost
31.12.2014 381 9,208 32,831 282 1,163 3 43,868
Additions - 21 188 1 16 (3) 224
Liquidations (16) (651) (1,500) - - - (2,168)
Transfers - - - - - - -
Acquisition cost
31.12.2015 365 8,578 31,519 283 1,180 - 41,924
DEPRECIATIONS
Cumulative depreciations
31.12.2014
- (5,206) (28,731) (225) (996) - (35,158)
Depreciations for the
period
- (249) (596) (12) (41) - (898)
Liquidations - 388 581 - - - 969
Transfers - - - - - - -
Cumulative depreciations
31.12.2015
- (5,066) (28,746) (238) (1,037) - (35,087)
NET BOOK VALUE
31.12.2014 381 4,002 4,100 57 168 3 8,711
31.12.2015 365 3,511 2,773 45 143 - 6,838
Tangible Assets
Company 2014 Fields –
land
plots
Building
s &
technica
l works
Machiner
y &
technical
facilities
Vehicles Furnitur
e &
other
equipme
nt
Fixed
assets
under
construct
ion or
installati
on
Total
ACQUISITION COST
Acquisition cost
31.12.2013 381 9,122 31,147 270 1,089 23 42,030
Additions - 86 1,723 13 75 3 1,901
Liquidations - - (62) (1) - (63)
Transfers - - 23 - - (23) -
Acquisition cost
31.12.2014 381 9,208 32,831 282 1,164 3 43,869
DEPRECIATIONS
Cumulative depreciations
31.12.2013
Depreciations for the
- (4,958) (28,156) (214) (961) - (34,290)
period - (248) (637) (12) (34) - (931)
Liquidations - - 62 1 - - 63
Transfers - - - - - - -
Cumulative depreciations
31.12.2014 - (5,206) (28,731) (225) (996) - (35,158)
NET BOOK VALUE
31.12.2013 381 4,164 2,991 55 127 23 7,740
31.12.2014 381 4,002 4,100 57 168 3 8,711

The Company's tangible fixed assets include fixed assets leased to the subsidiary company THRACE NON WOVENS & GEOSYNTHETICS SA, with a net book value of € 2,429 as of 31.12.2015 which is equivalent with the fair value of these assets. The leasing period was set at 5 years.

The Group's fixed assets include assets acquired via leasing agreement (machinery equipment, internal transportation vehicles) with acquisition cost of € 5,452 and cumulative depreciations of € 479 as of 31/12/2015.

There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 2,140.

11.2 Intangible Assets

The changes in the intangible fixed assets during the year is analyzed as follows:

Intangible Assets Group Company
Concessions &
industrial
property rights
Company
goodwill
Total Concessions &
industrial
property rights
Total
ACQUISITION COST
Acquisition cost 31.12.2014 2,225 9,854 12,079 872 872
Foreign exchange difference 82 (39) 43 - -
Additions 1,001 - 1,001 552 552
Liquidations (59) - (59) - -
Acquisition cost 31.12.2015 3,249 9,815 13,064 1,423 1,423
AMORTIZATION
Cumulative amortization
31.12.2014
(1,301) - (1,301) (715) (715)
Foreign exchange difference (33) - (33) - -
Amortization for the period (267) - (267) (75) (75)
Liquidations 59 - 59 - -
Cumulative amortization
31.12.2015
(1,542) - (1,542) (790) (790)
NET BOOK VALUE
31.12.2014 924 9,855 10,778 157 157
31.12.2015 1,706 9,815 11,522 633 633
Intangible Assets Group Company
Concessions &
industrial
property rights
Company
goodwill
Total Concessions &
industrial
property rights
Total
ACQUISITION COST
Acquisition cost 31.12.2013 1,769 9,990 11,759 782 782
Foreign exchange difference 61 (135) (74) - -
Additions 394 - 394 89 89
Acquisition cost 31.12.2014 2,225 9,854 12,079 871 871
AMORTIZATION
Cumulative amortization
31.12.2013 (1,026) - (1,026) (666) (666)
Foreign exchange difference (19) - (19) - -
Amortization for the period (256) - (256) (49) (49)
Cumulative amortization
31.12.2014
(1,301) - (1,301) (715) (715)
NET BOOK VALUE
31.12.2013 743 9,989 10,732 116 116
31.12.2014 924 9,854 10,778 156 156

The Group monitors annually if the surplus value of the above companies has been impaired according to the Group's accounting principles (see note 2.6.1).

For this purpose, the companies are valued annually from independent certified valuator. The valuator utilizes the discounted cash flow methodology via which the companies are valued on the basis of future cash flows in order to define their utilization value.

The basic assumptions include a) sales growth according to the Group's 5-year business plan for the first 5 years and 0.5% for the infinity and b) weighted average cost of capital (WACC) of 6-15%.

For the valuation purposes, it has been adopted not only the basic scenario and the best case scenario which assumes sales growth of 5% and gross profit growth of 2%, but also the worst case scenario which assumes corresponding negative growth rates.

Taking into account all three scenarios, the valuation of the companies is such that does not allow for any impairment of their surplus value.

11.3 Investment Property

Investment Property Group Company
Balance as at 1.1.2014 110 110
Additions / (Reductions) 3 (96)
Depreciations - -
Foreign exchange differences - -
Balance as at 31.12.2015 113 14

12. Other Long-Term Receivables

Due to delays observed in the collection of grants receivable from the Greek State over the last years, the Management decided to reclassify part of the above claims from the current to the non-current assets and also proceeded with an impairment of the above claims based on present value. The receivable was formed due to a 12% grant on the payroll cost concerning the personnel employed in Xanthi and is collected from OAED.

Other Long-Term Receivables Group Company
2015 2014 2015 2014
Grants receivable 7,866 4,806 1,741 864
Other accounts receivable 521 421 85 85
Total 8,387 5,227 1,826 949

13. Inventories

Inventories Group Company
2015 2014 2015 2014
Merchandise 5,466 6,853 337 1,394
Finished and semi-finished products 33,321 26,902 256 152
Raw & auxiliary materials 17,015 16,596 1,265 834
Provision for impairment of inventory *
Other Inventories / Prepayments for
(3,441) (1,984) - -
purchases of inventories 620 494 3 228
Total 52,981 48,861 1,861 2,608
(*) Provision for Impairment of
Inventory
Group Company
Opening Balance 1/1/2014 1,889 25
Reverse Entry of Provisions (193) (52)
Provision 160 27
Foreign Exchange Differences 128 -
Total 31/12/2014 1,984 -
Reverse Entry of Provisions 125 -
Provision 1,218 -
Foreign Exchange Differences 114 -
Total 31/12/2015 3,441 -

14. Trade and other receivables

14.1 Trade Receivables

Trade Receivables Group Company
2015 2014 2015 2014
Customers 45,944 45,436 1,869 2,614
Notes – checks postdated 5,934 6,778 725 1,476
Doubtful customers – Checks – notes
overdue
Trade receivables (Subsidiaries - Related
5,315 5,275 2,392 2,387
Companies) 2,164 2,322 1,090 4,100
Provisions for doubtful debts (6,739) (6,769) (2,461) (2,461)
Total 52,618 53,042 3,615 8,116

The fair value of the receivables approaches their book value. The dispersion of the Group's sales is deemed as satisfactory. There is no concentration of sales into a limited number of customers and therefore there is no increased risk of income loss or increased credit risk. For the analysis of the credit risk see note 31.2.

14.2Debtors and other accounts

Debtors and other accounts Group Company
2015 2014 2015 2014
Debtors 4,806 4,592 9,116 197
Investment Grant Receivable 2,304 2,304 - -
Grants Receivables (OAED) 934 3,818 175 1,098
Accrued Income 751 342 43 199
Provisions for doubtful debtors (21) (21) - -
Total 8,774 11,035 9,334 1,494

14.3Analysis of Provisions for Doubtful Receivables

Analysis of Provisions for Doubtful
Receivables
Group Company
Opening balance 1/1/2014 8,420 2,461
Additional Provisions 169 -
Reverse Entry of Provision (511) -
Provisions utilized (1,349) -
Foreign Exchange Differences 60 -
Total 31/12/2014 6,790 2,461
Opening balance 1/1/2015 6,790 2,461
Additional Provisions 186 -
Reverse Entry of Provision (217) -
Provisions utilized (46) -
Foreign Exchange Differences 47 -
Total 31/12/2015 6,760 2,461

15. Cash & cash equivalents

Cash & cash equivalents Group Company
2015 2014 2015 2014
Cash in hand 128 65 5 5
Sight and term deposits 26,283 32,814 3,003 11,791
Total 26,411 32,879 3,008 11,796

Credit rating of cash & cash equivalents

Approximately 37% of the Group's cash and cash equivalents are deposited with dispersion in the Greek systemic banks. The Group's Management deems that there are no risks associated with the above deposits in the current period. The remaining balance of cash and cash equivalents is held by banking institutions abroad with credit rating higher than "BBB-".

Following, cash & cash equivalents are categorized according to the credit rating of banks (conducted by Fitch) where the relevant deposits are placed.

Credit rating of cash & cash equivalents Group Company
2015 2014 2015 2014
AA- 802 884 - -
Α+ 2,013 1,205 - -
Α 45 12,599 - -
Credit rating of cash & cash equivalents Group Company
2015 2014 2015 2014
A- 2,338 878 - -
BBB+ 11,153 947 - -
BBB - 351 - -
BBB- 143 - - -
B 19 16 - -
Β- - 15,884 - 11,791
RD 9,719 - 3,002 -
Other 51 50 - -
Total 26,283 32,814 3,002 11,791

16. Share Capital and Share Premium Reserve

The Company had formed tax free reserves according to the clauses of Law 2238/1994 and in line with the above legislation, at the Extraordinary Shareholders' Meeting of 29th December 2014 decided to approve a share capital increase. The increase was implemented via capitalization of amount Euro 6,839 which was the remaining amount after the taxation of the above reserves, and of amount Euro 376 which was part of the share premium reserve. The above resulted into the increase of the nominal value of the Company's shares by Euro 0.16, with the new nominal value per share settling at Euro 0.66 versus Euro 0.50 as of 31st December 2013. Following the completion of the above corporate action, the Company's share capital increased by amount Euro 7,215 and accounted for Euro 29,762 in total, divided into 45,094,620 common registered shares with nominal value of Euro 0.66 per share.

During the financial year 1/1 to 31/12/2015 no other change occurred.

With the decision of the Extraordinary General Meeting of 29th December 2014, the repurchase of own shares was approved. Following the above decision, the Company proceeded with the repurchase of 665,228 shares at an acquisition price of 1.31 euro per share during the period 1.1.2015 – 31.12.2015.

On 31st December 2015 the Company held in total 885,782 treasury shares with an average acquisition price of 1.13 euro per share. The above shares include 220,554 treasury shares from the previous stock repurchase plan of 23rd April 2012.

17. Reserves

17.1 Statutory Reserve

In accordance with the provisions of Greek Law, the creation of a statutory reserve – by transferring to such a reserve an amount equal to 5% of the annual after tax profits realized – is mandatory until the time though the reserve reaches the 1/3 of the Company's share capital. The statutory reserve can be distributed only upon the dissolution of the Company. However it can be used to offset accumulated loss.

17.2 Tax-exempt and Other Reserves

These reserves were formed by the application of special provisions of laws for development. In case of their distribution will be taxed with the tax rate prevailing at the time of their distribution.

17.3 Foreign exchange difference reserves

These reserves are formed from the translation of the Assets, Liabilities and Results of subsidiaries based abroad into EUR according to the exchange rate as of the accounting policies mentioned in note 2.11.3.

During the present period, the strengthening of the Euro against foreign currencies and particularly against the British pound, resulted in the increase of the reserve that mainly arises from the translation of the Balance Sheet of the foreign subsidiary during the consolidation process. (See analysis of note 3).

18 Bank Debt

The Group' s long term loans have been granted from Greek and foreign banks. The repayment time varies, according to the loan contract, while most loans are linked to Euribor plus a margin.

The Group's short term loans have been granted from various banks with interest rates of Euribor plus a margin of 3%-6% and Libor plus a margin of 2%. The book value of loans approaches their fair value during 31/12/2015.

Debt Group Company
2015 2014 2015 2014
Long-term loans 6,470 8,204 - -
Financial leases 3,329 1,264 - -
Total long-term loans 9,799 9,468 - -
Long-term debt payable in the next year 9,270 3,684 - -
Short-term loans 48,839 52,200 22,103 22,027
Financial leases 916 305 - -
Total short-term loans 59,025 56,189 22,103 22,027
Grand Total 68,824 65,658 22,103 22,027

Analytically, bank debt at the end of the year was as follows:

The maturity of loans is as follows:

Maturity of Loans Group Company
2015 2014 2015 2014
Up to 1 year 59,025 56,189 22,103 22,027
From 1 – 3 years 2,615 7,783 - -
Over 3 years 7,184 1,685 - -

19 Employee Benefits

The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depending on the length of service is calculated by an actuarial study. The accounting depiction is made on the basis of the accrued entitlement, as at the date of the Balance Sheet, that is anticipated to be paid, discounted to its present value by reference to the anticipated time of payment. The liability for the Company and the Group, as presented in the Balance Sheet, is analyzed as follows:

Employee Benefits Group Company
2015 2014 2015 2014
Defined contribution plans 1,929 1,904 336 409
Defined benefit plans 7,617 13,881 - -
Total provision at the end of the year 9,546 15,785 336 409

19.1 Defined contribution plans

The Greek companies of the Group as well as the subsidiary Thrace Ipoma domiciled in Bulgaria participate in the following plan. With regard to the Greek companies, the following liability arises from the relevant legislation and concerns 40% of the required compensation per employee.

Defined contribution plans Group Company
2015 2014 2015 2014
Amounts recognized in the balance sheet
Present value of liabilities 1,929 1,904 336 409
Net liability recognized in the balance
sheet 1,929 1,904 336 409
Amounts recognized in the results
Cost of current employment 97 72 17 14
Net interest on the liability / (asset) 34 48 7 10
Ordinary expense in the account of results 131 120 24 24
Recognition of prior service cost 23 17
Cost of curtailment / settlements / service
termination 39 487 2 191
Other expense / (income) (3) 16 (75) 15
Total expense in the account of results 168 623 (26) 247
Change in the present value of the liability
Present value of liability at the beginning of
period 1,904 1,555 409 336
Cost of current employment 98 73 17 14
Interest cost 34 48 7 11
Benefits paid from the employer (18) (608) (2) (239)
Cost of curtailment / settlements / service
termination 13 461 2 191
Other expense / (income) (3) 16 (75) 15
Cost of prior service during the period
Actuarial loss / (profit) – financial
2 25 - 17
assumptions (86) 288 (18) 55
Defined contribution plans Group Company
2015 2014 2015 2014
Actuarial loss / (profit) – demographic
assumptions
7 1 - -
Actuarial loss / (profit) – evidence from the
period
(22) 45 (3) (10)
Transfer of personnel within the Group
Present value of liability at the end of
- - - 19
period 1,929 1,904 336 409
Adjustments
Adjustments profit / (loss) in the liabilities
due to change of assumptions
Empirical adjustments profit / (loss) in
72 (308) 18 (75)
liabilities 30 (25) 3 10
Total actuarial profit / (loss) in the Net
Worth
102 (333) 21 (65)
Changes in the Net Liability recognized in
Balance Sheet
Net liability / receivable at the beginning of
year 1,904 1,555 409 336
Benefits paid from the employer
Total expense recognized in the account of
(41) (607) (25) (239)
results 168 623 (25) 247
Total amount recognized in the Net Worth (102) 333 (21) 65
Net liability at the end of year 1,929 1,904 336 409
Cumulative amount in the Net Worth
Profit / (Loss)
(947) (1,081) (213) (261)
Money flows
Expected benefits from the plan in the
following year
11 40 - -

The actuarial assumptions are presented in the following table.

Actuarial Assumptions Greek Companies Thrace Ipoma AD
2015 2014 2015 2014
Discount rate 2.00 % 1.75 % 2.80 % 3.80 %
Inflation 1.75 % 1.75 % (1.30) % 2.00 %
Average annual increase of personnel
salaries 1.75 % 1.75 % 0.00 % 5.00 %
Duration of liabilities 17.3 years 18.29 years 11.4 years 11.70 years

19.2 Defined Benefit Plans

The subsidiaries DON & LOW LTD and THRACE POLYBULK AS have formed Pension Plans which operate as separate entities in the form of trusts. Therefore the assets of the plans are not dependent to the assets of the companies.

The accounting depiction of the plans according to the revised IAS 19 are as follows:

Amounts recognized in the balance sheet
Present value of liabilities
145,231
142,593
Fair value of the plan's assets
(137,614)
(128,712)
Net liability recognized in the balance sheet
7,617
13,881
Amounts recognized in the results
Cost of current employment
1,275
902
Net interest on the liability / (asset)
554
250
Ordinary expense in the account of results
1,829
1,152
Other expense / (income)
-
-
Foreign exchange differences
-
31
Cost of curtailment / settlements / service termination
281
253
Total expense in the account of results
2,110
1,436
Change in the present value of the liability
Present value of liability at the beginning of period
142,593
119,774
Cost of current employment
1,275
902
Interest cost
5,264
5,499
Benefits paid from the plan
(6,079)
(5,358)
Cost of curtailment / settlements / service termination
-
-
Other expense / (income)
791
709
Actuarial loss / (profit) – financial assumptions
(6,031)
14,845
Actuarial loss / (profit) – demographic assumptions
(1,378)
(2,481)
Actuarial loss / (profit) – evidence from the period
158
(31)
Foreign exchange differences
8,638
8,734
Present value of liability at the end of period
145,231
142,593
Change in the value of assets
Value of the plan's assets at the beginning of period
128,712
114,922
Income from interest
4,705
5,244
Return on assets
104
3,548
Employer's contributions
1,905
1,742
Employees' contributions
551
496
Benefits paid from the plan
(6,080)
(5,358)
Foreign exchange differences
7,717
8,118
Adjustments
137,614
128,712
Adjustments profit / (loss) in the liabilities due to change of
assumptions
7,251
(12,333)
Empirical adjustments profit / (loss) in liabilities
-
-
Empirical adjustments profit / (loss) in assets
104
3,548
Total actuarial profit / (loss) in the Net Worth
7,355
(8,785)
Foreign exchange differences
(282)
Total amount recognized in the Net Worth
7,355
(9,067)
Asset allocation*
Equities
105,782
102,723
Bonds
30,784
24,926
Property / Other
1,049
1,063
Total
137,615
128,712
Defined Benefit Plans Group 2015 Group 2014
Changes in the Net Liability recognized in Balance Sheet
Net liability / receivable at the beginning of year 13,881 4,852
Benefits paid from the employer 135,012 (1,777)
Total expense recognized in the account of results 2,110 1,405
Total amount recognized in the Net Worth (7,355) 8,785
Foreign exchange differences (608) 616
Net liability at the end of year 143,039 13,881
Cumulative amount in the Net Worth Profit / (Loss) 6,748 (586)
Money flows
Expected benefits from the plan in the following year (6,131) (5,317)

* The assets of the plan are measured at fair values.

The category "property / other" also include the plan's cash reserves.

The actuarial assumptions are presented in the following table.

Actuarial Assumptions Don & Low LTD Thrace Polybulk AS
2015 2014 2015 2014
Discount rate 3.80 % 3.50 % 2.70 % 2.30 %
Inflation 3.20 % 3.10 % 2.25 % 2.50 %
Average annual increase of personnel
salaries 3.45 % 3.35 % 2.50 % 2.30 %
Duration of liabilities 17 years 17 years 15 years 16 years

20 Deferred Taxes

Group

The following amounts are recorded in the consolidated balance sheet, after any offsetting entries wherever it is required:

Deferred Taxation 2015 2014
Deferred tax assets 128 1,189
Deferred tax liabilities (5,255) (4,832)
Total deferred taxation (5,127) (3,643)
A. Change of deferred tax in the results 2015 2014
As at 1 January (3,643) (5,318)
Change in the results 109 88
Foreign exchange differences - (52)
Change in statement of comprehensive income (1,597) 1,571
Change in the equity 4 69
As at 31 December (5,127) (3,643)
B. Deferred tax liabilities Depreciations Other Total
As at 1 January 2014 (7,169) (1,427) (8,596)
Change in the results 255 (212) 43
Foreign exchange differences (42) (106) (148)
Change in the equity (18) - (18)
As at 31 December 2014 (6,974) (1,745) (8,719)
Change in the results (836) 194 (642)
Foreign exchange differences (93) (123) (216)
Change in the equity - 17 17
As at 31 December 2015 (7,903) (1,657) (9,560)
C. Deferred tax assets Liabilities for
employee
benefits
Provisions Other
As at 1 January 2014 1,566 1,463 249 3,278
Change in the results
Change in the statement of
(21) 8 58 45
comprehensive income 1,571 - - 1,571
Foreign exchange differences 77 - 18 95
Change in the equity 87 - - 87
As at 31 December 2014 3,280 1,471 325 5,076
Change in the results
Change in the statement of
139 218 394 751
comprehensive income (1,597) - - (1,597)
Foreign exchange differences 186 - 30 216
Change in the equity (13) - - (13)
As at 31 December 2015 1,995 1,689 749 4,433

Company

Α. Change of deferred tax in the results 2015 2014
As at 1 January (294) (385)
Change in the results 166 74
Change in the equity (13) 16
As at 31 December (141) (294)
B. Deferred tax liabilities Depreciations Other Total
As at 1 January 2014 (1,115) (2) (1,117)
Change in the results 95 - 95
As at 31 December 2014 (1,020) (2) (1,022)
Change in the results 87 - 87
As at 31 December 2015 (933) (2) (935)
C. Deferred tax assets Liabilities for
employee
benefits
Provisions Other Total
As at 1 January 2014 101 631 - 732
Change in the results (11) (7) (3) (21)
Change in the equity 17 - - 17
As at 31 December 2014 107 624 (3) 728
Change in the results 4 72 3 79
Change in the equity (13) - - (13)
As at 31 December 2015 98 696 - 794

In the statement of financial position, deferred tax assets and liabilities are offset per Company, while in the specific table deferred tax assets and liabilities are presented in detail. Therefore, any reconciliation is made in the change between assets and liabilities.

21 Suppliers and Other Short-Term Liabilities

Suppliers and Other Short-Term Liabilities are presented analytically in the following tables:

21.1 Suppliers

Suppliers Group Company
2015 2014 2015 2014
Suppliers 31,632 29,385 2,811 1,755
Suppliers (Subsidiaries) - - 5 2,490
Total 31,632 29,385 2,816 4,245

21. Other Short-Term Liabilities

Other Short-Term Liabilities Group Company
2015 2014 2015 2014
Sundry creditors 3,119 1,833 353 302
Liabilities from taxes and pensions 2,461 3,381 578 840
Dividends payable 52 1,163 52 1,163
Customer prepayments 506 458 - -
Personnel salaries payable 1,953 1,287 686 462
Accrued expenses – Other accounts payable 7,741 5,861 369 151
Liabilities towards related companies 42 52 3 6
Total short-term liabilities 15,874 14,035 2,041 2,924

The fair value of the liabilities approaches the book values.

22 Factoring

Since the year 2010 the Company Thrace Plastics Pack signed a Factoring agreement with ABC Factors. On 31/12/2015 the amount of € 2,759 that has been received by the Company from ABC Factors and corresponds to customers with the right to recourse (uninsured) has been registered in Loans.

23 Segment reporting

The operating segments are based on the different group of products, the structure of the Group's management and the internal reporting system. The Group's activity is distinguished into three segments, the technical fabrics segment, the packaging segment and the agricultural segment. The activity of the parent Company is included in the Packaging segment.

The Group's operating segments are as follows:

Technical Fabrics

Production and trade of technical fabrics for industrial and technical use.

Packaging

Production and trade of packaging products, plastic bags, plastic boxes for packaging of food and paints and other packaging materials for agricultural use.

Agricultural Unit

Production and trading of agricultural products produced in greenhouses. The company Thrace Greenhouses which was established in 2013 belongs to this segment.

BALANCE SHEET FOR 31.12.2015 TECHNICAL
FABRICS
PACKAGING AGRICULTU
RAL UNIT
WRITE-OFF OF
TRANSACTIO
NS BETWEEN
SEGMENTS
GROUP
Segment assets 157,654 113,141 3,886 (10,150) 264,531
Total consolidated assets 157,654 113,141 3,886 (10,150) 264,531
INCOME STATEMENT FOR THE
PERIOD FROM 1.1 - 31.12.2015
TECHNICAL
FABRICS
PACKAGING AGRICULTU
RAL UNIT
WRITE-OFF OF
TRANSACTIO
NS BETWEEN
SEGMENTS
GROUP
Turnover 187,202 110,158 1,035 (8,999) 289,396
Cost of sales (151,965) (86,886) (743) 9,572 (230,022)
Gross profit 35,237 23,272 292 573 59,374
Other operating income 2,344 4,572 - (3,724) 3,192
Distribution expenses (14,553) (10,057) (134) (286) (25,030)
Administrative expenses (11,967) (9,186) (48) 3,135 (18,066)
Other operating expenses (414) (1,327) (43) 302 (1,482)
Other Income / (Losses) 945 147 - - 1,092
Operating profit / (loss) 11,592 7,421 67 - 19,080
Interest & related (expenses)/income (3,864) (3,396) (52) - (7,312)
(Profit) / loss from companies
consolidated with the Equity method 817 699 - - 1,516
Total Earnings / (losses) before tax 8,545 4,724 15 - 13,284
Depreciations 4,977 4,784 139 - 9,900
Total Earnings / (losses) before
interest, tax, depreciation &
amortization 16,569 12,205 206 - 28,980
BALANCE SHEET FOR 31.12.2014 TECHNICAL
FABRICS
PACKAGING AGRICULTU
RAL UNIT
WRITE-OFF OF
TRANSACTIO
NS BETWEEN
SEGMENTS
GROUP
Segment assets 136,632 114,775 2,112 (6,597) 246,922
Total consolidated assets 136,632 114,775 2,112 (6,597) 246,922
INCOME STATEMENT FOR THE
PERIOD FROM 1.1 - 31.12.2014
TECHNICAL
FABRICS
PACKAGING AGRICULTU
RAL UNIT
WRITE-OFF OF
TRANSACTIO
NS BETWEEN
SEGMENTS
GROUP
Turnover 179,334 109,661 579 (11,391) 278,182
Cost of sales (150,786) (86,914) (761) 11,592 (226,869)
Gross profit 28,548 22,747 (182) 201 51,313
Other operating income 1,904 3,803 90 (3,292) 2,505
Distribution expenses (12,577) (10,186) (16) 50 (22,729)
Administrative expenses (9,685) (8,962) (62) 2,500 (16,209)
Other operating expenses (381) (1,997) (10) 541 (1,847)
Other Income / (Losses) 1,075 548 - - 1,625
Operating profit / (loss) 8,884 5,954 (180) - 14,658
Interest & related (expenses)/income (2,730) (2,944) (63) - (5,737)
(Profit) / loss from companies
consolidated with the Equity method
537 629 - - 1,166
Total Earnings / (losses) before tax 6,691 3,640 (243) - 10,088
Depreciations 4,162 4,588 110 - 8,860
Total Earnings / (losses) before
interest, tax, depreciation &
amortization
13,046 10,542 (70) - 23,518

24 Dividend

The Extraordinary Shareholders' Meeting of 29th December 2014 approved a new capital distribution concerning part of the Company's tax free reserves, for a gross amount of Euro 1,385,002.03.

The payment of the above approved distributed amount (amount payable of Euro 1,121,851.65) commenced on 27th January 2015.

The Ordinary General Meeting of shareholders of 15 April 2015 approved the annual financial statements and the distribution of dividend of one million euro (1,000,000 gross amount) from which the respective tax of 10% was withheld according to the article 64 of Law 4172 / 2013.

The payment of the above approved distributed amount commenced on 27th April 2015.

The Board of Directors of the Company intends to propose to the Annual Ordinary General Meeting of Shareholders not to distribute any dividend for the financial year 2015.

25 Transactions with Related Parties

The Group classifies as related parties the members of the Board of Directors, the directors of the Company's divisions as well as the shareholders who own over 5% of the Company's share capital (their related parties included).

The commercial transactions of the Group with these related parties during the period 1/1/2015 – 31/12/2015 have been conducted according to market terms and in the context of the ordinary business activities.

The transactions with the Subsidiaries and Related companies according to the IFRS 24 during the period 1/1/2015 – 31/12/2015 are presented below.

Income 1.1 – 31.12.2015 1.1 - 31.12.2014
Group Company Group Company
Subsidiaries - 9,507 - 8,194
Related Companies 6,257 885 8,111 2,403
Total 6,257 10,392 8,111 10,597
Expenses 1.1 – 31.12.2015 1.1 - 31.12.2014
Group Company Group Company
Subsidiaries - 562 - 4,995
Related Companies 1,553 200 1,952 174
Total 1,553 762 1,952 5,169
Trade and other receivables 31.12.2015 31.12.2014
Group Company Group Company
Subsidiaries - 9,721 - 3,281
Related Companies 2,473 379 2,322 819
Total 2,473 10,100 2,322 4,100
Suppliers and Other Liabilities 31.12.2015 31.12.2014
Group Company Group Company
Subsidiaries - 9 - 2,490
Related Companies 42 - 52 6
Total 42 9 52 2,496

The Group's "subsidiaries" include all companies consolidated with "Thrace Plastics Group" via the full consolidation method. The "Related companies" include those consolidated with the equity method as well as those owned by the partners of the Group.

The Company has granted guarantees to banks against credit lines for the account of its subsidiaries. On 31.12.2015 the amount of guarantees settled at € 17,678.

Guarantees for Subsidiaries 2015
Thrace Non Wovens & Geosynthetics SA 12,000
Thrace Ipoma AD 1,180
Thrace Greenhouses SA 1,287
Thrace Plastics Pack SA 3,211

26 Remuneration of Board of Directors

BoD Fees Group Company
2015 2014 2015 2014
BoD Fees 6,383 4,659 1,901 1,518

The Group fees of the year 2015 include remuneration of senior staff which were appointed in the boards of the companies as well as compensation of retired BoD members. Also they include fees of BoD members of companies located in Scotland and in USA who are remunerated in GBP and USD. Both currencies appreciated against the Euro during the year 2015. In 2014, a reclassification of items has been made for comparability purposes.

27 Participations

27.1 Participation in companies consolidated with the full consolidation method.

The value of the Company's participations in the subsidiaries, as of 31st December 2015, are as follows:

Company 2015 2014
Companies consolidated with the full consolidation method
DON & LOW LTD 33,953 33,953
THRACE PLASTICS PACK SA 15,508 15,508
THRACE NON WOVENS & GEOSYNTHETICS SA 5,710 5,710
SYNTHETIC HOLDINGS LTD 4,607 4,607
PAREEN LTD 7,121 7,121
MARZENNALTD - 66
THRACE GREENHOUSES SA 2,485 1,785
Total 69,384 68,750

27.2 Participation in companies consolidated with the equity method

The change of standards with regard to the consolidation of the joint arrangement companies (IFRS 10, IFRS 11, IFRS 12) from the year 2014 and onward resulted into the change of the consolidation method.

IFRS 11 removes the concept of the proportional consolidation of the jointly controlled entities. Instead, the jointly controlled entities which fulfill the definition of joint venture are accounted for with the equity method.

Specifically, there is joint management with the other shareholder in companies Lumite Inc. (50% owned by Thrace Plastics Group), Thrace Sarantis SA (50%), Thrace Greiner Packaging SRL (46.42%) and Thrace Eurobent SA (51%). Both shareholders possess rights on the companies' assets. The parent company holds directly the company Thrace Sarantis SA with the value of its participation set at € 1,100 as well as the company Thrace Eurobent SA with participation value of € 204.

Company Country of Activities Business Activity Equity
Stake
Thrace Greiner
Packaging SRL
Romania The company activates in the production of plastic boxes
for food products and paints and belongs to the
packaging sector.
46.42%
The company's shares are not listed.
Thrace Sarantis Greece The company activates in the production of plastic bags
for wastes and belongs to the packaging sector.
50%
S.A. The company's shares are not listed.
Lumite INC United States The company activates in the production of agricultural
fabrics and belongs to the technical fabrics sector.
50%
The company's shares are not listed.
Thrace Eurobent
S.A.
Greece The company activates in the manufacturing of
waterproof products via the use of Geosynthetic Clay
Liner – GCL.
51%
The company's shares are not listed.

The above companies were until 31-12-2013 consolidated with the proportional equity method, whereas according to the change in standards from 1-1-2014 are with the equity method. The change of the interests in the companies that are consolidated with the equity method is analyzed as follows:

Interests in companies consolidated with the equity
method
1.1 - 31.12.2015 1.1 - 31.12.2014
Balance at beginning 8,585 7,305
Capital increases 204 -
Participation in profit / (losses) of joint ventures 1,516 1,166
Dividends (596) (450)
Foreign exchange differences and other reserves 542 564
Balance at end 10,251 8,585

The financial statements of the companies are presented in the following tables:

STATEMENT OF FINANCIAL
POSITION
THRACE GREINER
PACKAGING SRL
THRACE SARANTIS
LUMITE INC
SA THRACE EUROBENT
SA
2015 2014 2015 2014 2015 2014 2015 2014
ASSETS
Fixed assets 5,651 5,708 2,671 3,065 5,522 4,694 114 -
Inventories 2,509 2,139 93 238 9,130 8,529 307 -
Trade and other receivables 3,358 2,482 245 924 1,806 1,585 767 -
Other asset items - - 96 96 369 286 11 -
Cash 2,041 1,756 30 61 1,802 587 211 -
LIABILITIES
Bank debt 3,768 3,536 1,528 1,892 3,209 3,396 27 -
Other liabilities 3,206 2,315 467 1,098 2,983 2,663 985 -
EQUITY 6,585 6,235 1,140 1,394 12,437 9,622 398 -
STATEMENT OF THRACE GREINER THRACE LUMITE INC THRACE
EUROBENT SA
COMPREHENSIVE INCOME PACKAGING SRL SARANTIS SA
2015 2014 2015 2014 2015 2014 2015 2014
Turnover 16,587 14,632 893 3,229 27,803 20,990 1,511 -
Cost of sales (12,564) (11,453) (926) (3,182) (21,797) (17,012) (1,299) -
Gross profit 4,023 3,179 (33) 47 6,006 3,979 212 -
Distribution expenses (575) (488) (2) (53) (2,136) (1,371) (138) -
Administrative expenses (1,344) (1,182) (15) (74) (1,203) (918) (59) -
Other expenses / income (91) 165 (144) (4) (9) 22 (11) -
Operating profit / loss 2,014 1,674 (194) (84) 2,658 1,712 4 -
Financial results (56) (88) (49) (62) (135) (68) (2) -
Profit/(loss) before Taxes 1,957 1,586 (243) (146) 2,523 1,644 2 -
Taxes (347) (211) (12) 4 (847) (477) (2) -
Profit/(loss) after Taxes 1,610 1,375 (255) (142) 1,676 1,167 - -
Other comprehensive
income (1,261) (910) - 18 1,140 1,108 (2) -
Total comprehensive
income after taxes 349 465 (255) 124 2,816 2,275 (2) -

28 Commitments and Contingent Liabilities

On 31 December 2015 there are no significant legal issues pending that may have a material effect in the financial position of the Companies in the Group.

An amount of taxes – surcharges of euro 171 that emerged from the tax audit of fiscal years 2006 and 2007 is under dispute by the Company's Management and will be resolved in the tax courts. A first instance court decision has already been issued in favor of the Company for an amount of € 104.

With regard to the above amount, no provision has been formed in the Group's financial statements.

The letters of guarantee issued by the banks for the account of the Company and in favor of third parties (Greek State, suppliers and customers) amount to € 835.

The Company has entered into leasing agreements for the use of buildings and vehicles. The liabilities deriving from the above contracts are analyzed as follows:

Operating Leases Group Company
Liability up to 1 year 1,138 129
Liability up to 5 years 1,063 282
Over 5 years 192 -
Total 2,393 411

The leasing expenses for the year settled at € 164 for the Company and at € 884 for the Group.

In the context of the Group's investment plan, the company Thrace Nonwoven & Geosynthetics has signed leasing contracts for the purchase of machinery for a value of € 12,400. These fixed assets will operate within the following year, and the respective purchase and liability will be recognized in the financial statements of the Group at that time.

29 Fees of auditing firms

During the financial year 2015, the total fees of the Company's and Group's legal auditors, are analyzed as follows, according to those stated in article 43a of C.L. 2190/1920, as amended by article 30 of L. 3756/2009:

Fees of auditing firms Group Company
2015 2014 2015 2014
Fees of auditing services 424 385 55 55
Fees of other services 177 84 24 24
Total 601 469 79 79

30 Reclassifications of accounts

In the present financial statements, there have been reclassifications of not significant comparative accounts in the Statement of Total Comprehensive Income for the purpose of comparability with the ones of the present year.

31 Risk Management

The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable and payable accounts and loans.

In general, the Group's activities create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes and raw materials prices), credit risk, liquidity risk and interest rate risk.

31.1 Risk from fluctuation of prices of raw materials

The Company is exposed to fluctuations in the price of polypropylene (which represents 55% of cost of sales), which is faced with a corresponding change in the sale price of the final product. The possibility that the increase in polypropylene prices will not be fully transferred to the sale price, induces pressure on profit margins.

31.2 Credit risk

The Group is exposed to credit risk, and in order to manage such consistently, it applies a clearly defined credit policy that is continuously monitored and reviewed, in order to assure that the provided credit does not exceed the credit limit per customer. Also, insurance contracts are made to cover sales per customer, while collateral is not required on the assets of customers. During the preparation date of the financial statements, provisions were made for doubtful debts and the Management considers that there is no other substantial credit risk that is not covered by insurance coverage or provisions.

Maturity of Trade Receivables for 2015 Group Company
01 – 30 days 20,086 1,336
31 – 90 days 27,433 1,763
91 – 180 days 5,190 469
180 days and over 6,649 2,508
Subtotal 59,358 6,076
Provisions for doubtful receivables (6,740) (2,461)
Total 52,618 3,615

The following table presents an analysis of the maturity of trade and other receivables on 31/12/2015.

The above amounts are expressed in terms of days of delay in the table below:

Analysis of delayed customer receivables
in 2015
Group Company
Timely receivables 40,666 3,078
Overdue receivables 1 – 30 days 9,210 379
Overdue receivables 31 – 90 days 2,032 77
Overdue receivables above 91 days 7,449 2,542
Subtotal 59,357 6,076
Provisions for doubtful customer receivables (6,739) (2,461)
Total 52,618 3,615

With regard to the amounts in delay for over 90 days, which the Group has classified as doubtful, relevant provisions have been made which are deemed as sufficient.

Correspondingly, for comparability purposes, the amounts of maturity and delay for the financial year 2014 are presented in the following tables:

Maturity of Trade Receivables for 2014 Group Company
01 – 30 days 18,586 3,051
31 – 90 days 29,168 3,125
91 – 180 days 5,106 1,358
180 days and over 6,972 3,043
Subtotal 59,832 10,577
Provisions for doubtful receivables (6,790) (2,461)
Total 53,042 8,116
Analysis of delayed customer receivables
in 2014
Group Company
Timely receivables 40,728 5,287
Overdue receivables 1 – 30 days 9,847 1,384
Overdue receivables 31 – 90 days 2,054 496
Overdue receivables above 91 days 7,203 3,410
Subtotal 59,832 10,577
Provisions for doubtful customer receivables (6,790) (2,461)
Total 53,042 8,116

31.3 Liquidity risk

The monitoring of liquidity risk is focused on managing cash inflows and outflows on a constant basis, in order for the Group to have the ability to meet its cash flow obligations. The management of liquidity risk is applied by maintaining cash equivalents and approved bank credits. During the preparation date of the financial statements, there were adequate, unused bank credits, approved to the Group, which are considered sufficient to face a possible shortage of cash equivalents.

Short-term liabilities are renewed at their maturity, as they are part of the approved bank credits.

The following table presents the liabilities –loans provided according to their maturity dates.

Group 2015 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 20,348 11,326 - - 31,674
Other short-term liabilities
Short-term debt
9,422
25,318
7,209
6,362
1,285
27,394
756
-
18,672
59,074
Long-term debt - - - 9,841 9,841
Other long-term liabilities - - - - -
Total 31.12.2015 55,088 24,897 28,679 10,597 119,261
Company 2015 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 2,802 8 - - 2,810
Other short-term liabilities 1,255 783 - - 2,038
Short-term debt - - 22,103 - 22,103
Long-term debt - - - - -
Other long-term liabilities 155 - - - 155
Total 31.12.2015 4,212 791 22,103 - 27,106
Group 2014 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 16,035 13,754 36 18 29,843
Other short-term liabilities
Short-term debt
10,664
22,691
2,631
27,038
127
6,460
-
-
13,422
56,189
Long-term debt - - - 10,307 10,307
Other long-term liabilities - - 77 343 420
Total 31.12.2014 49,390 43,423 6,700 10,668 110,181
Company 2014 Up to 1
month
1-6
months
6-12
months
Over 1 year Total
Suppliers 1,867 2,378 - - 4,245
Other short-term liabilities 2,101 824 - - 2,925
Short-term debt - 18,027 4,000 - 22,027
Long-term debt - - - - -
Other long-term liabilities - - - 167 167
Total 31.12.2014 3,968 21,229 4,000 167 29,364

31.4 Foreign exchange risk

The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in foreign countries. The management of the various risks is made by the use of natural hedge instruments. In particular, the Group's policy is to take out loans at the level of balances in foreign currency for the rest of the customers too.

Effect of changes in foreign exchange on the financial statements from the conversion of foreign subsidiaries' balance sheets.

Foreign currency 2015 2014
Change of foreign currency against
Euro
USD GBP Other USD GBP Other
Profit before tax
+5% (709) (73) (20) 204 62 -
-5% 784 81 22 (204) (62) -
Equity
+5%
6 (927) (257) (338) 845 43
-5% (6) 1,025 284 338 (845) (43)

31.5 Interest rate Risk

The Group's long-term loans have been provided by Greek and foreign banks and are mainly denominated in Euro. The repayment period varies, according to the loan contract, while long-term loans are mainly linked to Euribor plus a margin. The Group's short-term loans have been provided by several banks, under Euribor, plus a margin and Libor plus a margin.

It is estimated that a change in the average annual interest rate by 1 percentage point, will result in a (charge) / improvement of Earnings Before Tax as follows:

Possible interest rate change Effect on Earnings before Tax
Group Company
2015 2014 2015 2014
1% interest rate increase (688) (657) (220) (179)
1% interest rate decrease 688 657 222 179

31.6 Capital Adequacy Risk

The Group controls capital adequacy using the Net Debt to Operating Profit ratio and the Net Bank Debt to Equity ratio. The Group's objective in relation to capital management is to ensure the ability for its smooth operation in the future, while providing satisfactory returns to shareholders and benefits to other parties, as well as to maintain an ideal capital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to maintain the lowest possible level of external financing.

Capital Adequacy Risk Group Company
2015 2014 2015 2014
Long-term debt 9,799 9,468 - -
Short-term debt 59,025 56,189 22,103 22,027
Total debt 68,824 65,657 22,103 22,027
Minus cash & cash equivalents 26,411 32,879 3,008 11,796
Net debt 42,413 32,778 19,095 10,231
EBITDA 28,980 23,518 1,224 659
NET BANK DEBT /EBITDA 1.46 1.39 15.60 15.52
EQUITY 129,238 112,453 71,406 73,002
NET BANK DEBT / EQUITY 0.32 0.29 0.26 0.14

32 Significant Events

The Greek banks entered into a bank holiday period on 28.06.2015 via an Act of Legislative Content which imposed capital controls in accordance with the respective decision of the Ministry of Finance. The bank holiday was terminated on 20.07.2015 whereas capital controls still remain intact until the date of the present Report despite the constant improvements made in the relevant legislative framework towards the relaxation of initial capital control measures.

It is noted that the capital controls did not have any negative effect on the Group's sales in the Greek market until today (Greek sales represent only 17% of the total turnover). However at the current stage it is difficult to estimate any future effect on the results due to the imposed capital controls.

In any case, the Management has concluded that there is no need for additional provisions for impairment with regard to the financial and non-financial assets of the Group and the Company on 31st December 2015, whereas it constantly monitors the developments in order to take measures and proceed with actions for the minimization of the negative effect on the activity of the Company and the Group.

Below the most important events of the 12-month period of 2015 are presented:

  • On 20 February 2015, the Group established the company "Thrace Eurobent S.A." which activates in the manufacturing of waterproof products via the use of Geosynthetic Clay Liner – GCL. "Thrace Plastic Co S.A." and the Polish company "Eurobent Sp. zo.o." participate in the new company's share capital with 51% and 49% respectively. The company's headquarters and production facilities are located in Xanthi, Greece.

  • The Annual Ordinary Shareholders' Meeting that convened on 15 April 2015 approved the annual financial statements and the distribution of a dividend amounting to Euro one million (1,000,000 gross amount) from which a tax amount of 10% was withheld according to the article 64 of Law 4172/2013. The payment of the above approved distributed amount commenced on 27th April 2015.

According to the Law 4334/2015, which is in effect from 16/07/2015, the income tax rate imposed on legal entities increased from 26% to 29% for earnings recorded in the financial years beginning from 01/01/2015. For this reason, the recorded taxes on the Financial Statements were calculated according to the new increased tax rate.

  • In application with the clauses of paragraph 4.1.3.1 of the Regulation of the Athens Exchange and of article 10, paragraph 1 of L. 3340/2005, and in continuation of the special tax audit for the financial year 2014, which was conducted by the legal auditors according to article 65Α, Law 4174/2013, the relevant tax certificates with conclusion titled "without reservation" were issued for the Company as well as its subsidiaries « Thrace Non Wovens & Geosynthetics S.A.», «Thrace-Sarantis S.A.», «Thrace Plastics Pack S.A.» and «Thrace Greenhouses S.A.».

  • In the context of the restructuring of the Group's structure mainly for operating reasons, the Company decided to proceed with the liquidation of the fully owned (100%) subsidiary under the name "Marzena Ltd" which is domiciled in Nicosia of Cyprus and has a share capital of € 66. At the same time, it was decided the liquidation of the company "Canutte LTD", a subsidiary of Thrace Plastics Pack SA, which is domiciled in Nicosia of Cyprus and has share capital of € 1. It is noted that the liquidation of the above companies does not have any effect on the financial results of the Company and the Group.

33 Events after the Balance Sheet date

There are no events subsequent to the date of the balance date, which affect the financial statements of the Group.

The Interim Condensed Financial Information has been prepared in accordance with International Accounting Standard 34 (I.A.S.) "Interim Financial Statements", was approved by the Board of Directors on 21 March 2016 and is signed by the representatives of such.

The Chairman and Chief
Executive Officer
The Vice-Chairman of
the Board
The Head of Financial
Services
The Head Accountant
KONSTANTINOS ST.
CHALIORIS
THEODOSIOS A.
KOLYVAS
SPYRIDON A. NTAKAS FOTINI K. KYRLIDOU
ID NO. ΑΜ 919476 ID NO. ΑΙ 101026 ID NO. ΑΕ 044759 ID NO. ΑΚ 104541
Accountant Lic. Reg. No.
34806
Α' CLASS

V. DATA AND INFORMATION

THRACE PLASTICS Co. S.A.

Company Reg. No. : 11188/06/Β/86/31, General Commerce Reg. No. : 12512246000
Registered offices: MAGIKO, MUNICIPALITY of AVDIRA, XANTHI, GREECE
Data and information for the period from 1 January 2015 to 31 December 2015
Published in accordance with C.L. 2190/20, article 135 for companies that prepare financial statements, consolidated and non-consolidated according to I.F.R.S.
The following data and information, that are derived from the financial statements, aim at providing general information on the financial position and results of THRACE PLASTICS Co. S.A. , and the THRACE PLASTICS GROUP . Therefore, before proceeding with any kind of investment choice or other transaction with the Company, readers should refer to the company's website where the
financial statements are available together with the audit report by the Certified Public Accountant, when applicable.
Board of Directors' Kon/nos Chalioris, Chairman & CEO - Executive Member
Approval date of the annual financial statements by the Board: Relevant Authority: 21 March 2016
Ministry of Development & Competitiveness
Composition:Theodosios A. Kolyvas, Vice-Chairman, Executive Member
Braimis P. George, Director - Executive Member
Certified Public Accountant - Auditor: Company Website: www.thracegroup.gr
Sourbis Dimitrios, CPA (SOEL) License Reg. No. 16891
Dimitrios P. Malamos, Director - Executive Member
Christos P. Siatis, Director - Independent Non Executive Member
Auditing Firm: Pricew
aterhouseCoopers SA
Kon/nos I. Gianniris, Director - Independent Non Executive Member
Type of audit report: In accordance Ioannis G. Apostolakos, Director - Independent Non Executive Member
Petros Ch. Fronistas, Director - Independent Non Executive Member
Amounts in thousand Euro, unless stated otherwise Vasileios Zairopoulos, Director - Non Executive Member
STATEMENT OF FINANCIAL POSITION STATEMENT OF CASH FLOWS
GROUP COMPANY GROUP COMPANY
ASSETS 31/12/2015 31/12/2014 31/12/2015 31/12/2014 Operating activities 1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014
Tangible fixed assets
Investment property
92,268
113
74,667
110
6,839
14
8,711
110
Earnings, before taxes and minority interest
Plus/Minus adjustments for:
13,284 10,088 91 (539)
Intangible assets 11,522 10,778 633 157 Depreciations 9,900 8,860 973 979
Participations in subsidiaries
Participations in companies consolidated with the equity method
-
10,251
-
8,585
69,384
1,304
68,750
1,100
Provisions
Foreign exchange differences
(810)
(1,113)
(1,888)
(378)
(86)
(22)
(80)
(10)
Other non-current assets
Inventories
8,515
52,981
6,416
48,861
1,826
1,861
949
2,608
(Profit)/loss from sale of fixed assets
Dividends
5
-
(457)
-
(428)
(1,500)
(2)
(1,000)
Trade receivables 52,618 53,042 3,615 5,704 (Profit)/loss from investments (16) (3) 66 -
Other current assets
Cash & cash equivalents
9,852
26,411
11,584
32,879
10,688
3,008
5,219
11,796
Financial (income) / expenses
(Profit)/loss from companies consolidated with the equity method
7,346
(1,516)
5,133
(1,166)
1,594
-
1,220
-
TOTAL ASSETS 264,531 246,922 99,172 105,104 Operating profit before changes in working capital 27,080 20,189 688 568
EQUITY & LIABILITIES (Increase) / Decrease of receivables
(Increase) / Decrease of inventories
(1,871)
(3,481)
(2,351)
5,763
(4,365)
747
(401)
200
Share capital
Other equity
29,762
97,632
29,762
81,081
29,762
41,644
29,762
43,240
(Decrease) / Increase of liabilities (apart from banks)
Other non cash movements
6,892
(331)
(3,847)
88
(1,371)
(66)
2,387
-
Total Shareholders' Equity (a) 127,394 110,843 71,406 73,002 Cash equivalents from operating activities 28,289 19,842 (4,367) 2,754
Minority interest (b)
Total Equity (c) = (a) + (b)
1,844
129,238
1,610
112,453
-
71,406
-
73,002
Minus:
Interest expenses and related expenses paid
(4,333) (4,967) (1,359) (1,444)
Long-term debt 9,799 9,468 - - Taxes (4,772) (2,652) (1,867) (526)
Provisions/Other-long-term liabilities
Short-term bank debt
16,277
59,025
22,071
56,190
806
22,103
1,039
22,027
Total inflows/(outflows) from operating activities (a)
Investment activities
19,184 12,223 (7,593) 784
Other-short-term liabilities
Total liabilities (d)
50,192
135,293
46,740
134,469
4,857
27,766
9,036
32,102
Proceeds from sales of tangible and intangible assets
Interest received
46
341
1,122
494
1,612
82
2
303
TOTAL EQUITY & LIABILITIES (c) + (d) 264,531 246,922 99,172 105,104 Dividends received 398 450 1,500 1,000
Increase of participations in subsidiaries/associates
Investment grants
(204)
71
-
776
(904)
-
(1,115)
-
STATEMENT OF CHANGES IN EQUITY Purchases of tangible and intangible fixed assets (25,173) (12,834) (764) (1,991)
GROUP COMPANY Receipt due to sale of participation
Other investments
-
-
350
-
-
96
-
-
1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014 Total inflows / (outflows) from investment activities (b) (24,521) (9,642) 1,622 (1,801)
Total equity at beginning of period (01/01/2015 and
01/01/2014 respectively)
112,453 113,706 73,002 77,992 Financing activities
Earnings / (losses) for the period after taxes 10,021 6,657 251 (1,577) Increase of participations in subsidiaries/associates
Proceeds from issued / undertaken loans
(7)
8,794
-
2,641
(7)
76
-
-
Other comprehensive income 8,702 (4,534) 31 (48) Purchase of treasury shares
Repayments of loans
(870)
(9,155)
-
(12,171)
(870)
-
-
17
Distributed dividends (1,000) (3,365) (1,000) (3,365) Finance leases 1,467 (5) - -
Issued shares
Purchase of treasury shares
-
(870)
-
-
-
(870)
-
-
Dividends paid
Total inflows / (outflows) from financing activities (c)
(2,016)
(1,787)
(2,232)
(11,767)
(2,016)
(2,817)
(2,232)
(2,215)
Profit distribution - - - - Net increase / (decrease) in cash & cash equivalents
Other changes
Total equity at end of period
(68) (11) (8) - for the period (a) + (b) + (c) (7,124) (9,186) (8,788) (3,232)
129,238 112,453 71,406 73,002 Cash & cash equivalents at the beginning of the period 32,879 41,622 11,796 15,028
Effect from changes of exchange rates on cash & cash equivalents
Cash & cash equivalents at the end of the period
656
26,411
443
32,879
-
3,008
-
11,796
STATEMENT OF COMPREHENSIVE INCOME
GROUP COMPANY
1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014
Turnover 289,396 278,182 13,476 16,980
Gross profit/(losses)
Earnings/(losses) before Interest and Taxes (EBIT)
59,374
19,080
51,313
14,658
881
251
1,898
(320)
Earnings / (losses) before Taxes 13,284 10,088 91 (539)
Earnings / (losses) after Taxes (A)
- Owners of the parent
10,021
9,788
6,657
6,502
251
-
(1,577)
-
- Minority interest 233 155 - -
Other comprehensive income after taxes (B)
Total comprehensive income after taxes (A) + (B)
8,700
18,721
(4,534)
2,123
31
282
(48)
(1,625)
- Owners of the parent
- Minority interest
18,488
233
1,977
146
-
-
-
-
Earnings / (losses) after taxes per share – basic (in €) 0.2204 0.1444 - -
Earnings/ (losses) before Interest, Taxes, Depreciation &
Amortization (EBITDA) 28,980 23,518 1,224 659
ΠΡΟΣΘΕΤΑ ΣΤΟΙΧΕΙΑ ΚΑΙ ΠΛΗΡΟΦΟΡΙΕΣ
7. Income tax in the statement of comprehensive income is analyzed as follow s:
Information regarding the Group structure, participations in subsidiaries and their consolidation method are presented in note 1 of the condensed notes, w
1.
reported in note 10 of the condensed notes.
hile the tax unaudited financial years are GROUP
1/1 - 31/12/2015
1/1 - 31/12/2014 COMPANY
1/1 - 31/12/2015
1/1 - 31/12/2015
2. The basic accounting principles of the balance sheet for 31/12/2015 have been follow ed. Income Tax (3,344) (2,294) - -
Tax provision for unaudited years
Foreign non deductible taxes
(27)
-
(109)
(22)
(6)
-
(30)
(297)
3. There are no judicial or under arbitration differences of judicial or arbitration bodies, that may have a significant effect on the financial position of the Company and Group. Tax of Law
4172 article 72
Deferred tax
-
108
(1,094)
88
-
166
(1,300)
(51)
(3,263) (3,431) 160 (1,678)
4. The follow
ing liens or collateral have been w
ritten on fixed assets
GROUP
2,140
COMPANY
-
8. The cumulative provisions that have been recorded amount to: GROUP COMPANY
31/12/2015 31/12/2014 31/12/2015 31/12/2014
5. Number of employed staff at the end of each period: GROUP
31/12/2015
31/12/2014 COMPANY
31/12/2015
31/12/2015 Provision for doubtful debt
Provision for staff indemnities
6,760
9,546
6,790
15,785
2,461
336
2,461
409
1,668 1,531 72 77 Provisions for tax differences from unaudited fiscal years 1,061 1,034 174 167
6. The transactions betw
een related parties, according to I.A.S. 24, are as follow
s:
Provision for inventory impairment 3,441 1,984 - -
i) Income GROUP
6,257
COMPANY
10,392
9.
No company of the Group ow
ns treasury shares, except for the parent company. On 31/12/2015 the Company held 885,782 shares
ii) Expenses
iii) Receivables
1,553
2,473
762
10,100
at an acquisition cost of 1,003,212 (in absolute numbers).
10. Other comprehensive income concerns the follow
ing :
GROUP COMPANY
iv) Liabilities 42 9 1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014
v) Transactions & Remuneration of Board members and senior executives 6,383 1,901 Forex differences from Balance Sheet Conversion
Actuarial Profit / (Loss)
2,825
5,875
2,913
(7,447)
-
31
0
(48)
8,700 (4,534) 31 (48)
Avdira, 21 March 2016
The Chairman and Chief Executive Officer The Vice-Chairman The Head of Financial
Services
The Head Accountant
KONSTANTINOS ST. CHALIORIS THEODOSIOS A. KOLYVAS SPYRIDON
A. NTAKAS
FOTINI K. KYRLIDOU
ID No. ΑM
919476
ID No. ΑΙ 101026 ID No. ΑΕ 044759 ID No. ΑΚ 104541
Professional Lic. No. 34806 - Α' CLASS

VI. INFORMATION OF ARTICLE 10 OF LAW 3401/2005

During 2015, the Company published the following press releases / announcements, relevantly informing investors. The above announcements are registered on the internet at the Company's website www.thracegroup.gr as well as at the website of the Athens Exchange.

Date Press Releases / Announcements
December 31, 2015 Announcement of Share Repurchase
December 30, 2015 Announcement of Share Repurchase
December 28, 2015 Announcement of Share Repurchase
December 21, 2015 Announcement of Share Repurchase
December 18, 2015 Termination of Payment of Dividends for the Year 2009
December 18, 2015 Announcement of Share Repurchase
December 17, 2015 Announcement of Share Repurchase
December 16, 2015 Announcement of Share Repurchase
December 15, 2015 Announcement of Share Repurchase
December 14, 2015 Announcement of Share Repurchase
December 11, 2015 Announcement of Share Repurchase
December 10, 2015 Announcement of Share Repurchase
November 24, 2015 Group Financial Results for 9-Month 2015
October 05, 2015 Issuance of Tax Certificate
August 28, 2015 Group Financial Results for 1st Half 2015
July 20, 2015 Announcement of Resignation of BoD Member
June 25, 2015 Announcement of Share Repurchase
June 25, 2015 Announcement of Share Repurchase
June 24, 2015 Announcement of Share Repurchase
June 23, 2015 Announcement of Share Repurchase
June 22, 2015 Announcement of Share Repurchase
June 19, 2015 Announcement of Share Repurchase
June 18, 2015 Announcement of Share Repurchase
June 17, 2015 Participation of Thrace Plastics Co. Sa in the 4th Annual
Greek Road Show in New
York
June 17, 2015 Announcement of Share Repurchase
June 16, 2015 Announcement of Share Repurchase
June 15, 2015 Announcement of Share Repurchase
June 12, 2015 Announcement of Share Repurchase
June 11, 2015 Announcement of Share Repurchase
June 10, 2015 Announcement of Share Repurchase
June 09, 2015 Announcement of Share Repurchase
June 08, 2015 Announcement of Share Repurchase
June 05, 2015 Announcement of Share Repurchase
Date Press Releases / Announcements
June 04, 2015 Announcement of Share Repurchase
June 03, 2015 Announcement of Regulated Information, Law 3556/2007
June 02, 2015 Announcement of Share Repurchase
June 02, 2015 Announcement of Share Repurchase
May 29, 2015 Announcement of Share Repurchase
May 28, 2015 Announcement of Share Repurchase
May 27, 2015 Announcement of Share Repurchase
May 26, 2015 Announcement of Share Repurchase
May 25, 2015 Announcement of Share Repurchase
May 22, 2015 Group Financial Results for 1st Quarter 2015
May 19, 2015 Announcement of the Annual Analyst Presentation to the Association of Greek
Institutional Investors
Announcement about the basic results of 1st quarter 2015 –
Release of
May 18, 2015 Announcement Date
May 18, 2015 Announcement of Share Repurchase
May 18, 2015 Announcement of Share Repurchase
May 15, 2015 Announcement of Share Repurchase
May 14, 2015 Announcement of Share Repurchase
May 13, 2015 Announcement of Share Repurchase
May 12, 2015 Announcement of Share Repurchase
May 11, 2015 Announcement of Share Repurchase
May 08, 2015 Announcement of Share Repurchase
May 07, 2015 Announcement of Share Repurchase
May 06, 2015 Announcement of Share Repurchase
May 05, 2015 Announcement of Share Repurchase
May 04, 2015 Announcement of Share Repurchase
April 30, 2015 Announcement of Share Repurchase
April 29, 2015 Announcement of Share Repurchase
April 28, 2015 Announcement of Share Repurchase
April 28, 2015 Announcement of Share Repurchase
April 24, 2015 Announcement of Share Repurchase
April 16, 2015 Announcement of the Resolutions of the Ordinary General Meeting
April 16, 2015 Announcement about the Ex-dividend Date and the Dividend Payment
April 16, 2015 Announcement of the Formation of BoD into Body
April 14, 2015 Announcement of Share Repurchase
April 08, 2015 Announcement of Share Repurchase
April 07, 2015 Announcement of Share Repurchase
Announcement of the amendment of Article 7, Paragraph 1 of the Articles of
April 06, 2015 Association
April 03, 2015 Announcement of Share Repurchase
April 02, 2015 Announcement of Share Repurchase
April 01, 2015 Announcement of Share Repurchase
March 31, 2015 Announcement of Share Repurchase
Date Press Releases / Announcements
March 30, 2015 Announcement of Share Repurchase
March 27, 2015 Announcement of Share Repurchase
March 26, 2015 Announcement of Share Repurchase
March 24, 2015 Announcement of Share Repurchase
March 24, 2015 Invitation to the Annual Ordinary General Meeting
March 23, 2015 Announcement of Share Repurchase
March 20, 2015 Financial Results for the Year 2014 – Analyst Presentation
March 20, 2015 Annual Financial Results of the Group for the Year 2014
March 19, 2015 Announcement of Share Repurchase
March 19, 2015 Announcement of Share Repurchase
March 18, 2015 Announcement of Share Repurchase
March 17, 2015 Announcement of Share Repurchase
March 16, 2015 Announcement of Share Repurchase
March 13, 2015 Announcement of Share Repurchase
March 12, 2015 Announcement of Share Repurchase
March 11, 2015 Announcement of Share Repurchase
March 09, 2015 Announcement of Share Repurchase
March 09, 2015 Announcement of Share Repurchase
March 06, 2015 Announcement of Share Repurchase
March 05, 2015 Announcement of Share Repurchase
March 04, 2015 Announcement of Share Repurchase
March 03, 2015 Announcement of Share Repurchase
March 02, 2015 Financial Calendar for the Year 2015
March 02, 2015 Announcement of Share Repurchase
February 27, 2015 Announcement of Share Repurchase
February 26, 2015 Announcement of Share Repurchase
February 25, 2015 Announcement of Share Repurchase
February 24, 2015 Announcement of Share Repurchase
February 20, 2015 Announcement of Share Repurchase
February 19, 2015 Announcement of Share Repurchase
February 18, 2015 Announcement of Share Repurchase
February 17, 2015 Announcement of Share Repurchase
February 17, 2015 Announcement of Regulated Information, Law 3556/2007
February 16, 2015 Announcement of Share Repurchase
February 13, 2015 Announcement of Share Repurchase
February 11, 2015 Announcement of Share Repurchase
February 11, 2015 Announcement of Share Repurchase
February 10, 2015 Announcement of Share Repurchase
February 09, 2015 Announcement of Share Repurchase
February 06, 2015 Announcement of Share Repurchase
February 05, 2015 Announcement of Share Repurchase
Date Press Releases / Announcements
February 05, 2015 Announcement of Share Repurchase
February 04, 2015 Announcement of Share Repurchase
February 03, 2015 Announcement of Share Repurchase
February 02, 2015 Announcement of Share Repurchase
January 30, 2015 Announcement of Share Repurchase
January 29, 2015 Announcement of Regulated Information, Law 3556/2007
January 29, 2015 Announcement of Share Repurchase
January 27, 2015 Announcement of Share Repurchase
January 26, 2015 Announcement of Share Repurchase
January 26, 2015 Announcement of Share Repurchase
January 23, 2015 Announcement of Share Repurchase
January 22, 2015 Announcement of Share Repurchase
January 21, 2015 Announcement of Share Repurchase
January 20, 2015 Announcement of Share Repurchase
January 16, 2015 Announcement of Share Repurchase
January 16, 2015 Announcement of Share Repurchase
January 15, 2015 Announcement of Share Repurchase
January 13, 2015 Announcement of Share Repurchase

VII. FINANCIAL INFORMATION WEBSITE

The Annual Financial Statements of the Company (Company and Consolidated ), the Audit Report of the Chartered Auditor-Accountant and the Board of Directors' Report, as well as the Annual Financial Statements, the audit certificates of the Chartered Auditor-Accountant and the Reports of the Board of Directors of the companies that are incorporated in the consolidated financial statements of "THRACE PLASTICS SA" are registered on the internet at www.thracegroup.gr .

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