Quarterly Report | Elgeka S.A.

November 27, 2015

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

## **G.C.R. Number: 57298604000 HEAD OFFICE: OLYMPOU ST. 32, 57009, KALOCHORI, DELTA MUNICIPALITY - THESSALONIKI - GREECE SUMMARY FINANCIAL DATA & INFORMATION FOR THE PERIOD 1 January 2015 - 30 September 2015**

**(According to Board of Directors' Decision 4/507/28.04.2009 of the Stock Exchange Committee)**

**INFORMATION CONCERNING THE COMPANY 1.2. STATEMENT OF COMPREHENSIVE INCOME (consolidated and stand alone) amounts in thousand Euro**

| Company's website: http://www.elgeka.gr | | | | | | | GROUP | | | | COMPANY | | |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------------------------|--------------------|-----------------------|-----------------------------------------------------------------------------------------------------------|------------------|---------------------|--------------------|----------------------|------------------|--------------------|--------------------|--------------------|
| Date of approval of Interim Financial Statements (9month period of 2015)<br>by the Board of Directors: 26 November 2015 | | | | | | 01.01- | 01.01- | 01.07- | 01.07- | 01.01- | 01.01- | 01.07- | 01.07- |
| | | | | | | 30.09.2015 | 30.09.2014 | 30.09.2015 | 30.09.2014 | 30.09.2015 | 30.09.2014 | 30.09.2015 | 30.09.2014 |
| 1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro | | | | | Sales | 167.648 | 198.849 | 53.026 | 65.393 | 43.591 | 59.435 | 10.674 | 17.973 |
| | GROUP | | COMPANY | | Gross profit / (loss) | 23.185 | 25.881 | 6.300 | 8.707 | 11.691 | 14.666 | 2.782 | 4.555 |
| | 30.09.2015 | 31.12.2014 | 30.09.2015 | 31.12.2014 | Profit /(Loss) before taxes, financing | | | | | | | | |
| ASSETS<br>Tangible assets | 52.008 | 53.135 | 7.214 | 7.618 | and investing activities<br>Profit /(Loss) before taxes | (383)<br>(5.615) | 3.531<br>(2.146) | (1.399)<br>(3.053) | 1.262<br>(634) | (868)<br>(3.466) | 1.825<br>(823) | (1.361)<br>(2.189) | 238<br>(657) |
| Investment property | 26.303 | 26.241 | 9.561 | 9.561 | Less: Taxes | 167 | (442) | 525 | (113) | 47 | (196) | 76 | (16) |
| Intangible assets | 14.408 | 16.532 | 737 | 871 | Profit / (Loss) after taxes (A) | (5.782) | (1.704) | (3.578) | (521) | (3.513) | (627) | (2.265) | (641) |
| Other non-current assets | 21.659 | 21.172 | 43.340 | 41.818 | Distributed to: | | | | | | | | |
| Inventories | 14.039 | 16.228 | 2.221 | 3.228 | Equity holders of the Parent | (5.656) | (2.341) | (3.623) | (745) | | | | |
| Trade receivables | 43.451<br>14.271 | 57.974<br>16.385 | 12.271<br>3.428 | 22.692<br>7.212 | Non-controlling interest | (126) | 637 | 45 | 224 | | | | |
| Other assets<br>TOTAL ASSETS | 186.139 | 207.667 | 78.772 | 93.000 | Other comprehensive income/(loss) for the year, net of tax (B) | 314 | 339 | 257 | (111) | 29 | 38 | 6 | -1 |
| | | | | | Total comprehensive income/(loss) for the year, net of tax (A+B) | (5.468) | (1.365) | (3.321) | (632) | (3.484) | (589) | (2.259) | (642) |
| | | | | | | | | | | | | | |
| EQUITY & LIABILITIES | | | | | Distributed to: | | | | | | | | |
| Share capital | 50.775<br>(45.494) | 50.775<br>(40.014) | 50.775<br>(39.475) | 50.775<br>(35.991) | Equity holders of the Parent<br>Non-controlling interest | (5.480)<br>12 | (2.168)<br>803 | (3.486)<br>165 | (800)<br>168 | | | | |
| Other accounts related to Shareholders' Equity<br>Total Equity attributable to Shareholders of the | | | | | | | | | | | | | |
| Parent Company (a) | 5.281 | 10.761 | 11.300 | 14.784 | | | | | | | | | |
| Non-controlling interest (b) | 11.876 | 11.864 | 0 | 0 | Profit/(Loss) after taxes per share - basic (in Euro) | (0,1782) | (0,0738) | (0,1141) | (0,0235) | (0,1107) | (0,0197) | (0,0714) | (0,0201) |
| Total Equity ( c ) = ( a ) + ( b ) | 17.157 | 22.625 | 11.300 | 14.784 | Profit /(Loss) before taxes, financing, investing | | | | | | | | |
| Long-term borrowings | 4.907 | 7.132 | 1.497 | 2.240 | activities, depreciation & amortization | 4.296 | 8.271 | 157 | 2.856 | -316 | 2.401 | (1.181) | 446 |
| Provisions / Other long-term liabilities | 29.914 | 30.237 | 521 | 510 | | | | | | | | | |
| Short-term borrowings<br>Other current liabilities | 81.764<br>52.397 | 87.789<br>59.884 | 47.889<br>17.565 | 51.189<br>24.277 | 1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro | | | | | | | | |
| Total liabilities ( d ) | 168.982 | 185.042 | 67.472 | 78.216 | | | | GROUP | | | | COMPANY | |
| TOTAL EQUITY AND LIABILITIES ( c ) + ( d ) | 186.139 | 207.667 | 78.772 | 93.000 | | | 30.09.2015 | | 30.09.2014 | | 30.09.2015 | | 30.09.2014 |
| | | | | | Equity at the beginning of the period | | | | | | | | |
| ADDITIONAL DATA AND INFORMATION | | | | | (01.01.2015 and 01.01.2014, respectively) | | 22.625 | | 29.301 | | 14.784 | | 20.067 |
| 1.The name and country of registered office for each of the companies included in the consolidated financial statements, as well as the corresponding direct and | | | | | Total comprehensive income/(loss), net of tax | | (5.468) | | (1.365) | | (3.484) | | (589) |
| indirect percentage of participation in their share capital are included in Note 1 in Interim Financial Statements. No event has been noted, which constitutes a<br>discontinued operation. | | | | | Sale of subsidiary | | 0 | | (16) | | 0 | | 0 |
| 2.The accounting principles applied are the same with the ones applied for the preparation of Annual Financial Statements for the year ended on December 31st, | | | | | Increase of share capital (non-controlling proportion)<br>Dividends paid to non-controlling interest | | 0<br>0 | | 208<br>(705) | | 0<br>0 | | 0<br>0 |
| 2014, apart from the new or revised accounting standards and interpretations endorsed in 2015, as they are presented in Note 2 in Interim Financial Statements.<br>3.The Parent Company's tax books and records have been audited by the Tax Authorities up to fiscal year 2007 (incl.). Since fiscal year 2011, according to Ministry | | | | | | | | | | | | | |
| Decision 1159/2011, for all companies in which the annual Financial Statements are being audited by certified auditors, Annual Tax Certificate is issued following a | | | | | Equity at the end of the period<br>(30.09.2015 and 30.09.2014, respectively) | | 17.157 | | 27.423 | | 11.300 | | 19.478 |
| tax audit conducted by the same certified auditors who audit the Financial Statements. The audited fiscal years for each of the companies included into the<br>Consolidated Financial Statements are analytically presented in Note 5 of Interim Financial Statements. | | | | | | | | | | | | | |
| 4.There are no encumbrances on the fixed assets of the Parent Company, while there are mortgages on the buildings of subsidiaries as of 30 | | | | st of September 2015, | 1.4 STATEMENT OF CASH FLOWS (consolidated and stand alone) amounts in thousand Euro | | | | | | | | |
| amounting to Euro 14.434 thousand (31/12/2014: Euro 14.270 thousand) as security for loans.<br>5.There is no pending litigation that could materially affect the financial position or operation of the Parent Company and the Group. The aggregated amount of | | | | | | | | | | | | | |
| provisions for bad and doubtful debts for the Group and Parent Company at 30/09/2015 amounted to Euro 10.816 thousand and Euro 1.493 thousand, respectively | | | | | | | | GROUP | | | | COMPANY | |
| | | | | | | | | | | | | | |
| (31/12/2014: Euro 10.286 thousand and Euro 1.544 thousand, respectively). The cumulative provision for tax unaudited years as of 30/09/2015 for the Group<br>amounted to Euro 502 thousand and for the Parent Company to Euro 245 thousand (31/12/2014: Euro 536 thousand and Euro 318 thousand, respectively), whereas | | | | | INDIRECT METHOD | | 01.01-30.09.2015 | | 01.01-30.09.2014 | | 01.01-30.09.2015 | | 01.01-30.09.2014 |
| no provisions were created under the heading "Other Provisions" neither for the Group nor for the Parent Company as prescribed in paragraphs 10, 11 and 14 of | | | | | | | | | | | | | |
| IAS 37 "Provision, contingent liabilities and contingent assets".<br>6.The number of employees as at 30/09/2015 was 1.666 for the Group and 137 for the Parent Company respectively (30/09/2014: Group 1.720 and Company 85). | | | | | Operating activities<br>Profit / (Loss) before taxes | | | | | | | | |
| 7.All activities (sales and purchases of goods and services) aggregating from the beginning of the year as well as receivable and payable balances of the Parent | | | | | Add/less Adjustments for: | | (5.615) | | (2.146) | | (3.466) | | (823) |
| Company and the Group in the end of the current year, created from transactions with related companies, as these are defined in IAS 24, with distinct reference to<br>the remuneration and balances of key management personnel and members of the board, are given below: | | | | | Depreciation and amortization | | 4.965 | | 5.026 | | 552 | | 576 |
| | | | | | Provisions | | 891 | | 1.449 | | 189 | | 708 |
| a) Sales of goods and services | GROUP | COMPANY<br>0 | 1.977 | | Unrealised foreign exchange differences | | (7) | | (27) | | (1) | | 5 |
| b) Purchases of goods and services | | 5 | 2.837 | | Translation exchanges differences | | 101 | | 76 | | 0 | | 0 |
| c) Receivables<br>d) Payables | | 0<br>0 | 1.013<br>6.242 | | Amortization of government grants | | (286) | | (286) | | 0 | | 0 |
| e) Key management personnel and member of the board compensation | 724 | | 551 | | Results (income, expense, gains & losses) of investing activities | | (81) | | (115) | | (19) | | (78) |
| f) Receivables from key management personnel and member of the board | | 0 | 0 | | Interest expense & similar charges | | 5.316 | | 5.813 | | 2.576 | | 2.649 |
| g) Payables to key management personnel and member of the board<br>The parent Company's balances of sales-income, purchases-expenses, receivables and payables with related parties have been eliminated for the consolidation of | | 0 | 0 | | Add/less adjustments for changes in working capital or | | | | | | | | |
| the Financial Statements as at September 30st, 2015. | | | | | changes related to operating activities: | | | | | | | | |
| 8.Investments in fixed assets that took place from the Parent Company and the Group during 9-month period of 2015 amounted to Euro 120 thousand 9-month period<br>of 2014: Euro 249 thousand) and Euro 1.591 thousand respectively (9-month period of 2014: Euro 1.435 thousand). | | | | | Decrease/(increase) in inventories | | 2.105 | | 5.025 | | 979 | | 347 |
| 9.Earnings per share (EPS) have been calculated using the profit or loss after tax and non-controlling interest divided by the weighted average number of ordinary | | | | | Decrease/(increase) in receivables | | 13.566 | | (4.085) | | 11.007 | | (6.228) |
| shares in circulation of the Parent Company during the 9-month period of 2015.<br>10.Neither the Parent nor any subsidiary held shares of the Parent Company at the end of the current period. | | | | | Increase/(decrease) in payables (excluding borrowings) | | (7.549) | | (8.218) | | (6.824) | | 3.993 |
| 11.a. The companies "CERA VILLA DESIGN S.R.L." and "ELGEKA FERFELIS S.R.L." have applied for liquidation to the local authorities. The liquidation process is not | | | | | Less:<br>Interest expense & similar charges paid | | | | | | | | |
| completed by September 30st 2015. The figures were insignificant for consolidation purposes.<br>b. The Annual General Meeting of the subsidiary company "ARISTA S.A." decided on 23/06/2015 to reduce its share capital by the amount of 1.389 thousand euro | | | | | Income taxes paid | | (4.952)<br>(245) | | (5.453)<br>(605) | | (2.153)<br>0 | | (2.250)<br>0 |
| in order to cover equivalent loss, by reducing the nominal value of each share by 0,04 euro, i.e. from 0,34 euro to 0,30 euro each and the parallel increase of its | | | | | Net cash flows from/(used in) operating activities (a) | | 8.209 | | (3.546) | | 2.840 | | (1.101) |
| share capital by the amount of 1.418 thousand euro, which was covered by the contribution from "ELGEKA S.A." of equivalent receivables against the former, by<br>issuing 4.724.000 new nominal common shares, at a nominal value of 0,30 euro each. Consequently, the new share capital of the subsidiary company "ARISTA | | | | | | | | | | | | | |
| S.A." amounts to a total 11.838 thousand euro divided into 39.460.000 nominal common shares with nominal value of 0,30 euro each, while the participation<br>percentage of "ELGEKA S.A." in the above company remains 99,99% approximately. | | | | | Investing activities | | | | | | | | |
| Apart from the above mentioned changes in the consolidation percentages of the companies' comprising the Group, there were no other alterations nor were any | | | | | Increase of participation in subsidiary | | 0 | | 0 | | 0 | | (480) |
| companies which were not included in the consolidation as per September 30st, 2015.<br>The above mentioned events are presented in Note 1 of Interim Financial Statements. | | | | | Proceeds from sale of subsidiary (less cash and cash equivalents of the subsidiary) | | 0 | | (74) | | 0 | | 0 |
| 12.The amounts and the nature of the other comprehensive income after taxes are analyzed as follows: | | | | | Purchase of property, plant & equipment and intangible assets | | (1.588) | | (1.417) | | (120) | | (249) |
| | GROUP | | COMPANY | | Proceeds from sale of property, plant & equipment and intangible assets | | 23 | | 108 | | 108 | | 200 |
| Nature of Other Comprehensive Income / (loss) after taxes<br>Valuation of derivatives after taxes | (01.01-30.09.2015) | (01.01-30.09.2015)<br>24 | 24 | | Purchase of investment property | | (3) | | (18) | | 0 | | 0 |
| Valuation of investment property | | 17 | - | | Interest received | | 21 | | 84 | | 1 | | 83 |
| Actuarial gains / (losses) | | 11 | 5 | | Net cash flows from/(used in) investing activities (b) | | (1.547) | | (1.317) | | (11) | | (446) |
| Exchange differences from translation of foreign subsidiaries<br>Participation in Other comprehensive income / (loss) of joint ventures | 203 | 59 | -<br>- | | | | | | | | | | |
| Other comprehensive income / (loss) after taxes | 314 | | 29 | | Financing activities<br>Proceeds from non-controlling interest (due to establishment of new subsidiaries) | | | | | | | | |
| | | | | | Proceeds from loans | | 0 | | 208 | | 0 | | 0 |
| Statement of Financial Position as of September 30st, 2015 which relates to creditor it was offset by an equal receivable existed for the same as a debtor. | | | | | Repayment of loans | | 98.062<br>(106.795) | | 135.369<br>(131.840) | | 36.907<br>(41.367) | | 53.331<br>(52.276) |
| 13.In the Statement of Financial Position of the Group of December 31st, 2014, the amount of 2.375 thousand euro has been reclassified for comparability with the<br>Therefore, the amount of 2.375 thousand euro reduced equally both the account "Other receivables" and the account "Other current liabilities". No account of the | | | | | Payment of finance leasing liabilities | | (294) | | (575) | | 0 | | 0 |
| Statement of Comprehensive Income was affected by this change, while the total Equity of the Group and the Non-controlling interests remained unchanged.<br>These reclassifications mentioned in Note 2 of the Annual Financial Statements. | | | | | Dividends paid to non-controlling interest | | 0 | | (705) | | 0 | | 0 |
| 14.The most important events that took place after 30st of September 2015 are the following: | | | | | Net cash flows from/(used in) | | | | | | | | |
| - The Boards of Directors of the subsidiaries "ARISTA S.A." and "VIOTROS S.A." decided on 29/10/2015 the commencement of merger procedures by<br>absorption of the second subsidiary from the first, with a transformation balance sheet date on 31/10/2015. It is estimated that the proposed merger will be | | | | | investing activities (c) | | (9.027) | | 2.457 | | (4.460) | | 1.055 |
| completed in late February 2016, subject to the timely receipt of the required approvals from the relevant authorities and corporate bodies of the merging<br>subsidiaries. This merger is implemented in full consistency with the strategy of reorganizing the activities of the Group in order to: a) rationalize and optimize | | | | | Net increase/(decrease) in cash<br>and cash equivalents ( a ) + ( b ) + ( c ) | | (2.365) | | (2.406) | | (1.631) | | (492) |

**1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro 30.09.2015 31.12.2014 30.09.2015 31.12.2014** Profit /(Loss) before taxes, financing Other non-current assets 21.659 21.172 43.340 41.818 **Distributed to:** Inventories 14.039 16.228 2.221 3.228 *Equity holders of the Parent* (5.656) (2.341) (3.623) (745) Trade receivables 43.451 57.974 12.271 22.692 *Non-controlling interest* (126) 637 45 224 Other assets 14.271 16.385 3.428 7.212 **EQUITY & LIABILITIES Distributed to:** Share capital 50.775 50.775 50.775 50.775 *Equity holders of the Parent* (5.480) (2.168) (3.486) (800) Other accounts related to Shareholders' Equity (45.494) (40.014) (39.475) (35.991) *Non-controlling interest* 12 803 165 168 **Total Equity attributable to Shareholders of the Parent Company (a) 5.281 10.761 11.300 14.784 Total Equity ( c ) = ( a ) + ( b ) 17.157 22.625 11.300 14.784 Profit /(Loss) before taxes, financing, investing** Provisions / Other long-term liabilities 29.914 30.237 521 510 Short-term borrowings 81.764 87.789 47.889 51.189 **1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro** Other current liabilities 52.397 59.884 17.565 24.277 Date of approval of Interim Financial Statements (9month period of 2015) by the Board of Directors: 26 November 2015

> **Cash and cash equivalents at the beginning of the period 5.607 6.853 1.941 1.150** Foreign exchange differences in cash and cash equivalents 0 3 0 0 **Cash and cash equivalents at the end of the period 3.242 4.450 310 658**

| Kalochori - Municipality of Delta, Thesssaloniki, November 26, 2015 | | |
|---------------------------------------------------------------------|-------------------------------------------------------------------------------------|--|
| CHAIRMAN OF THE B.o.D. & MANAGING DIRECTOR | VICE-CHAIRMAN | |
| ALEXANDROS KATSIOTIS<br>ID. No. X 232184 / 01 | ELLI DRAKOPOULOU<br>ID. No. AB 287230 / 06 | |
| GROUP CHIEF FINANCIAL OFFICER | ACCOUNTING AND TAX PLANNING MANAGER OF GROUP | |
| ARIS CHATZATOURIAN<br>ID. No. X 540791 / 03 | KONSTANTINOS MEINTANIS<br>ID. No. AΒ 162944 / 06<br>ACC. REG. No. 0017678 CLASS: A' | |

The financial data and information presented below provide a general overview of the financial position and results of the Gr oup and ELGEKA S.A. - Trade - Distributions - Industry. Therefore, it is recommended to any reader, before proceeding to any invest ment decision or other transaction with the company,

to visit the company's website, where the Interim Financial Statements are published, together with the review report of cert ified auditors - accountants whenever is required.

| | GROUP | COMPANY | |
|----------------------------------------------------------------------|-------|---------|--|
| a) Sales of goods and services | 0 | 1.977 | |
| b) Purchases of goods and services | 5 | 2.837 | |
| c) Receivables | 0 | 1.013 | |
| d) Payables | 0 | 6.242 | |
| e) Key management personnel and member of the board compensation | 724 | 551 | |
| f) Receivables from key management personnel and member of the board | 0 | 0 | |
| g) Payables to key management personnel and member of the board | 0 | 0 | |

| 12.The amounts and the nature of the other comprehensive income after taxes are analyzed as follows: | | |
|------------------------------------------------------------------------------------------------------|--------------------|--------------------|
| | GROUP | COMPANY |
| Nature of Other Comprehensive Income / (loss) after taxes | (01.01-30.09.2015) | (01.01-30.09.2015) |
| Valuation of derivatives after taxes | 24 | 24 |
| Valuation of investment property | 17 | - |
| Actuarial gains / (losses) | 11 | 5 |
| Exchange differences from translation of foreign subsidiaries | 203 | - |
| Participation in Other comprehensive income / (loss) of joint ventures | 59 | - |
| Other comprehensive income / (loss) after taxes | 314 | 29 |
| | | |

- The Boards of Directors of the subsidiaries "ARISTA S.A." and "VIOTROS S.A." decided on 29/10/2015 the commencement of merger procedures by absorption of the second subsidiary from the first, with a transformation balance sheet date on 31/10/2015. It is estimated that the proposed merger will be completed in late February 2016, subject to the timely receipt of the required approvals from the relevant authorities and corporate bodies of the merging subsidiaries. This merger is implemented in full consistency with the strategy of reorganizing the activities of the Group in order to: a) rationalize and optimize the productivity of its functions, b) the reduction of operating cost, c) the exploitation of the commercial pillar of "ARISTA S.A." for the further penetration of the products of "VIOTROS S.A." in the Greek market, the sales of which do not exceed 7% of total sales of the latter.

Finally, it is noted that the above date, i.e. October 29th, 2015, the parent company "ELGEKA S.A." acquired the remaining percentage in the share capital of its subsidiary "ARISTA S.A." with the purchase of 3.818 registered shares that corresponding to 0,01% of its share capital, for a consideration amounting to 16 thousand euro. After this purchase, the participation percentage of "ELGEKA S.A." in the share capital of its subsidiary "ARISTA S.A." amounts to 100%. (The above mentioned events are presented analytically in Note 20 of Interim Financial Statements).