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Elgeka S.A.

Quarterly Report Sep 28, 2015

2710_10-q_2015-09-28_5478763d-5629-4c49-a997-e8172691218c.pdf

Quarterly Report

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" E L G E K A Α. Ε. "

TRADE - DISTRIBUTIONS - REPRESENTATIONS - INDUSTRY

REG. No 8649 / 06 / Β / 86 / 45 HEAD OFFICE: OLΥMPOU 32 - 57009 - KALOHORI - THESSALONIKI

SUMMARY FINANCIAL DATA & INFORMATION FOR THE PERIOD 1 January 2007 - 30 September 2007

According to the Board of Directors' Decision 2/396/31.08.2006 of the Stock Exchange Committee

GROUP COMPANY GROUP COMPANY
30.09.2007 31.12.2006 30.09.2007 31.12.2006 30.09.2007 30.09.2006 30.09.2007 30.09.2006
Consolidation of new subsidiary 0 201 0 0
BALANCE SHEET (consolidated and stand alone) amounts in thousand Euros STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euros
GROUP COMPANY GROUP COMPANY
30.09.2007 31.12.2006 30.09.2007 31.12.2006 30.09.2007 30.09.2006 30.09.2007 30.09.2006
ASSETS Equity at the beginning of the period
Tangible and intangible assets 101.439 68.071 26.085 25.464 (01.01.2007 and 01.01.2006 respectively) 77.288 68.476 63.519 63.713
Investments in subsidiaries, associates and other companies 1.170 4.134 31.160 25.416 Profit / (loss) for the period, after taxes 1.366 2.252 763 880
Inventories 28.099 24.166 13.040 9.675 Total 78.654 70.728 64.282 64.593
Trade receivables 74.261 70.906 34.867 42.678 Increase / (decrease) in share capital of subsidiaries 412 370 0 0
Other assets 48.880 20.176 4.973 8.341 Dividends of parent company (958) (958) (958) (958)
TOTAL ASSETS 253.849 187.453 110.125 111.574 Dividends paid to Minority Interests 0 (113) 0 0
Consolidation of new subsidiary 0 201 0 0
ΠΑΘΗΤΙΚΟ Net gains and losses recognised directly in equity 144 215 0 0
Long-term liabilities 35.123 16.469 715 2.614 Increase in the percentage of ownership in subsidiaries 0 (453) 0 0
Short-term borrowings 81.966 37.905 12.886 6.495 Transfer to income statement due to sale
Other current liabilities 59.700 55.791 34.392 38.946 of available for sale financial assets (1.192) (156) (1.192) (156)
Total liabilities ( a ) 176.789 110.165 47.993 48.055 Purchases / (sales) of treasury shares 0 (139) 0 (139)
Share capital 51.287 51.287 51.287 51.287 Equity at the end of the period
Other accounts related to Shareholders´ Equity 10.544 11.699 10.845 12.232 (30.09.2007 and 30.09.2006 respectively) 77.060 69.695 62.132 63.340
Total Shareholders´ Equity attributable to Shareholders of the Parent Company ( b ) 61.831 62.986 62.132 63.519
Minority interests ( c ) 15.229 14.302 0 0 INCOME STATEMENT (consolidated and stand alone) amounts in thousand Euros
Total Shareholders´ Equity ( d ) = ( b ) + ( c ) 77.060 77.288 62.132 63.519
TOTAL SHAREHOLDERS´ EQUITY AND LIABILITIES ( e ) = ( a ) + ( d ) 253.849 187.453 110.125 111.574 GROUP
TOTAL SHAREHOLDERS´ EQUITY AND LIABILITIES ( e ) = ( a ) + ( d ) 253.849 187.453 110.125 111.574 GROUP
01.01-30.09.2007 01.01-30.09.2006 01.07-30.09.2007 01.07-30.09.2006
ADDITIONAL DATA AND INFORMATION
Sales 171.546 139.728 62.153 44.313
1. Information regarding the companies which are consolidated in the above Financial Statements is presented in the following table: Gross profit/(loss) 35.906 28.019 13.086 8.922
Profit/(loss) before taxes, financing, investing
activities & depreciation 7.428 6.155 3.583 1.857
Company Country of Participation Consolidation Consolidation Tax Unaudited Profit/(loss) before taxes, financing
Registered Office Percentage Relation Method fiscal years & investing activities 4.689 3.952 2.490 1.094
ELGEKA A.E. GREECE PARENT - - 2005-2006 Profit/(loss) before taxes 2.936 2.616 1.084 901
LOGISTICS SERVICES HELLAS A.E. GREECE 99,99% DIRECT FULL CONSOLID. 2003-2006 Less: taxes 1.570 364 1.102 110
DIAKINISIS S.A. GREECE 99,99% INDIRECT FULL CONSOLID. Current Profit/(loss) after taxes from continuing operations 1.366 2.252 -18 791
PAPADIMITRIOY X.K. A.E. GREECE 50% + 1 Share DIRECT FULL CONSOLID. 2003-2006 Distributed to :
ΒΙΟΤΡΟΣ Α.Β.Ε.Ε. GREECE 80,00% DIRECT FULL CONSOLID. 2005-2006 Company's shareholders 926 1.762 (122) 632
HERO HELLAS A.E. (ex SAMBROOK A.E.) ( 1 ) GREECE 30,00% DIRECT EQUITY METHOD 2002-2006 Minority interests 440 490 104 159
SAMBROOK PHARMACEUTICAL A.E. ( 2 ) GREECE 45,00% INDIRECT FULL CONSOLID. 2003-2006 Earnings per share (after taxes) - basic (in Euro) 0,03 0,06 - 0,02
activities & depreciation 7.428 6.155 3.583 1.857
Company Country of Participation Consolidation Consolidation Tax Unaudited Profit/(loss) before taxes, financing
Registered Office Percentage Relation Method fiscal years & investing activities 4.689 3.952 2.490 1.094
ELGEKA A.E. GREECE PARENT - - 2005-2006 Profit/(loss) before taxes 2.936 2.616 1.084 901
LOGISTICS SERVICES HELLAS A.E. GREECE 99,99% DIRECT FULL CONSOLID. 2003-2006 Less: taxes 1.570 364 1.102 110
DIAKINISIS S.A. GREECE 99,99% INDIRECT FULL CONSOLID. Current Profit/(loss) after taxes from continuing operations 1.366 2.252 -18 791
PAPADIMITRIOY X.K. A.E. GREECE 50% + 1 Share DIRECT FULL CONSOLID. 2003-2006 Distributed to :
ΒΙΟΤΡΟΣ Α.Β.Ε.Ε. GREECE 80,00% DIRECT FULL CONSOLID. 2005-2006 Company's shareholders 926 1.762 (122) 632
HERO HELLAS A.E. (ex SAMBROOK A.E.) ( 1 ) GREECE 30,00% DIRECT EQUITY METHOD 2002-2006 Minority interests 440 490 104 159
SAMBROOK PHARMACEUTICAL A.E. ( 2 ) GREECE 45,00% INDIRECT FULL CONSOLID. 2003-2006 Earnings per share (after taxes) - basic (in Euro) 0,03 0,06 - 0,02
MEDIHELM PHARMAC.WHOLESALE STORE A.E. GREECE 51,00% DIRECT FULL CONSOLID. 2005-2006
SAMBROOK PHARMA PHARMACEUTICAL LTD ( 3 ) GREECE 51,00% DIRECT FULL CONSOLID. 1st acc. Period INCOME STATEMENT (consolidated and stand alone) amounts in thousand Euros
ELGEKA (CYPRUS) LTD CYPRUS 100,00% DIRECT FULL CONSOLID. 2001-2006
ELGEKA FERFELIS ROMANIA SRL ROMANIA 52,63% INDIRECT FULL CONSOLID. 2004-2006 COMPANY
ELGEKA FERFELIS BULGARIA LTD ( 4 ) BULGARIA 39,47% INDIRECT FULL CONSOLID. 2006 01.01-30.09.2007 01.01-30.09.2006 01.07-30.09.2007 01.07-30.09.2006
ELGEKA FERFELIS SRL ( 5 ) MOLDAVA 52,63% INDIRECT FULL CONSOLID. 1st acc. Period
CERA VILLA DESIGN SRL ROMANIA 36,84% INDIRECT FULL CONSOLID. 2005-2006 Sales 76.989 59.636 22.676 16.231
HODDLE HOLDINGS LTD (6) CYPRUS 100,00% INDIRECT FULL CONSOLID. 1999-2006 Gross profit/(loss) 17.872 12.740 5.030 3.127
GATEDOOR HOLDINGS LTD CYPRUS 50,00% INDIRECT FULL CONSOLID. 2003-2006 Profit/(loss) before taxes, financing, investing
SC GATEDOOR HOLDINGS COM SRL ROMANIA 50,01% INDIRECT FULL CONSOLID. 2005-2006 activities & depreciation 1.462 1.550 631 104
GREC-ROM BUSINESS GROUP SRL ( 7 ) ROMANIA 25,00% INDIRECT PROPORT. METHOD 2004-2006 Profit/(loss) before taxes, financing
MEDIZONE GERMANY GMBH GERMANY 27,50% INDIRECT EQUITY METHOD 2004-2006 & investing activities 549 664 322 (193)
ELGEKA (CYPRUS) LTD CYPRUS 100,00% DIRECT FULL CONSOLID. 2001-2006
ELGEKA FERFELIS ROMANIA SRL ROMANIA 52,63% INDIRECT FULL CONSOLID. 2004-2006 COMPANY
ELGEKA FERFELIS BULGARIA LTD ( 4 ) BULGARIA 39,47% INDIRECT FULL CONSOLID. 2006 01.01-30.09.2007 01.01-30.09.2006 01.07-30.09.2007 01.07-30.09.2006
ELGEKA FERFELIS SRL ( 5 ) MOLDAVA 52,63% INDIRECT FULL CONSOLID. 1st acc. Period
CERA VILLA DESIGN SRL ROMANIA 36,84% INDIRECT FULL CONSOLID. 2005-2006 Sales 76.989 59.636 22.676 16.231
HODDLE HOLDINGS LTD (6) CYPRUS 100,00% INDIRECT FULL CONSOLID. 1999-2006 Gross profit/(loss) 17.872 12.740 5.030 3.127
GATEDOOR HOLDINGS LTD CYPRUS 50,00% INDIRECT FULL CONSOLID. 2003-2006 Profit/(loss) before taxes, financing, investing
SC GATEDOOR HOLDINGS COM SRL ROMANIA 50,01% INDIRECT FULL CONSOLID. 2005-2006 activities & depreciation 1.462 1.550 631 104
GREC-ROM BUSINESS GROUP SRL ( 7 ) ROMANIA 25,00% INDIRECT PROPORT. METHOD 2004-2006 Profit/(loss) before taxes, financing
MEDIZONE GERMANY GMBH GERMANY 27,50% INDIRECT EQUITY METHOD 2004-2006 & investing activities 549 664 322 (193)
Profit/(loss) before taxes 1.296 893 120 157
(1) On September 19, 2006 ELGEKA S.A. sold to HERO ESPANA S.A. 18.501 shares of HERO HELLAS A.E. (ex. SAMBROOK S.A.) for Euro 555 thousand. These shares correspond to 21% of the Less: taxes 533 13 297 (74)
voting rights of the disposed entity and now ELGEKA S.A. controls 30% of the voting rights in HERO HELLAS S.A. as opposed to 51% in prior year. As a result HERO HELLAS S.A. is included in the
current period Consolidated Financial Statements using the equity method, unlike the comparative period of 2006 when it has been fully consolidated.
Profit/(loss) after taxes from continuing operations 763 880 (177) 231
(2) SAMBROOK PHARMACEUTICAL S.A. was included in the current period Consolidated Financial Statements using the full consolidation method, because the Parent company ELGEKA S.A. Earnings per share (after taxes) - basic (in Euro) 0,02 0,03 0,02 0,01

CASHFLOW (consolidated and stand alone) amounts in thousand Euros

INDIRECT METHOD GROUP COMPANY
01.01-30.09.2007 01.01-30.09.2006 01.01-30.09.2007 01.01-30.09.2006
Operating activities
Profit before taxes 2.936 2.616 1.295 893
Add/less adjustments for:
Depreciation 2.739 2.203 913 886
Provisions 1.396 643 569 174
Exchange differences 335 52 0 2
Amortisation of grants (94) (94) 0 0
(Profit) / Loss on sale - destruction of assets 387 42 (9) (6)
Results (income, expense, gains & loss) of investing activities (1.259) (736) (1.284) (807)
Interest expense & similar charges 3.005 2.070 526 576
Changes in working capital
Decrease / (increase) in inventories (4.487) (6.280) (3.364) (5.704)
Decrease / (increase) in receivables 4.385 13.182 9.540 17.392
(Decrease) / increase in payables (except banks) (4.243) (9.305) (4.974) (7.322)
Less:
Interest expense & similar charges paid (2.567) (2.119) (544) (620)
Income taxes paid (348) (723) (70) (97)
Total inflow / (outflow) from
operating activities ( a ) 2.185 1.551 2.598 5.367
Investing activities
Acquisition of subsidiaries, assosiates, joint ventures and other investments (43.289) (168) 0 (168)
Increase in share capital of subsidiaries / acquisition of associates 0 (1) (8.377) (251)
Proceeds from sale of subsidiaries and associates 180 9.578 0 10.023
Proceeds from sale of securities 2.667 0 2.667 0
Acquisition / increase in share capital of
available for sale financial assets 0 (1.995) 0 (1.995)
Return / decrease in share capital of
available for sale financial assets 0 277 0 277
Proceeds from sale of available for sale financial assets 81 180 81 180
Purchase of tangible and intangible assets
Proceeds from sales of tangible and intangible assets
(4.939) (3.701) (1.562) (486)
Purchase of investment property 145
(2.052)
256
(391)
37
0
78
0
Proceeds from sale of investment property 74 44 0 0
Proceeds from grants of tangible assets 278 309 0 0
Interest received 144 48 12 15
Dividents received 0 1 5 1
Total inflow / (outflow) from
Investing activities ( b )
(46.711) 4.437 (7.137) 7.674
Financing activities
Proceeds from minority interests (increase in share capital) 411 571 0 0
Purchases / (sales) of treasury shares 0 (139) 0 (139)
Proceeds from loans 138.126 22.427 23.350 5.000
Repayment of loans (90.220) (26.900) (18.950) (15.940)
Payment of leasing liabilities
Dividends paid to Company's Shareholders
(57)
0
(89)
(963)
0
(958)
0
(963)
Dividends paid to Minority Interests 0 (113) 0 0
Total inflow / (outflow) from
Financing activities ( c ) 48.260 (5.206) 3.442 (12.042)
Net increase / (decrease) in cash
and cash equivalents ( a ) + ( b ) + ( c ) 3.734 782 (1.097) 999
Cash and cash equivalents at the beginning of the year 6.801 5.354 1.827 1.078
Cash and cash equivalents at the end of the year 10.535 6.136 730 2.077

Translation Note: A Greek "anonymos eteria" (AE) is broadly similar to a French "societe anonyme" or a German "Aktiengesellschaft" and a Greek "omorythmi eteria" (OE) is broadly similar to a French "societe en nom collectif" or a German "offene Handelsgesellschaft".

Thessaloniki, November 29, 2007

CHAIRMAN OF THE B. OF D. DEPUTY MANAGING DIRECTOR ACCOUNTING DPT. SUPERVISOR

AND MANAGING DIRECTOR & FINANCE DIRECTOR

ALEXANDROS KATSIOTIS PARIS TOKTOKOGLOU KONSTANTINOS MEINTANIS ID.No. X 232184/01 ID No : ΑΕ 180557 / 07 Tax Reg.No: 030961080 Tax Auth.:Z' THESSALONIKIS 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 Group and ELGEKA A.E. Trade - Distributions - Representations - Industry. Therefore, it is recommemded to any reader, before proceeeding to any investment decision or other transaction with the company, to visit the company's website (www.elgeka.gr) where the Interim Financial Statements prepared in accordance with the International Financial Reporting Standards, are published, together with the review report of certified auditors - accountants whenever is required

Website: www.elgeka.gr Date of approval of the Interim Financial Statements of the 1st half : 30 August 2007 nine months period : 29 November 2007

Certified Auditor Accountant: Nikolaos A. Arghyrou Audit firm : ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS A.E. Type of auditor's opinion: Unqualified opinion Not Required

(2) SAMBROOK PHARMACEUTICAL S.A. was included in the current period Consolidated Financial Statements using the full consolidation method, because the Parent company ELGEKA S.A. participates directly in its share capital by 45% and the Group controls the majority of the voting rights due to an agreement with one of the shareholders. In the comparative period of 2006, ELGEKA S.A. participated indirectly [through HERO HELLAS S.A. (ex SAMBROOK S.A.)] to SAMBROOK PHARMACEUTICAL S.A. (ex SAMBROOK & SIA O.E.) by 15% and had been fully consolidated by the exact share. The full method of consolidation has been applied because for the period 19/09/2006 - 24/11/2006, based on an agreement between HERO ESPANA S.A. and ELGEKA S.A. the parent had the majority of the voting rights in that entity.

(3) SAMBROOK PHARMA PHARMACEUTICALS LTD, which was established in October 2006, has been included in the Consolidated Financial Statements for the current period 01/01 – 30/09/2007 and has not been included in the comparative previous year period. The company's figures considered as not important for the Group.

(4) ELGEKA FERFELIS BULGARIA LTD, which was established in July 2006, has been included in the Consolidated Financial Statements for the current period 01/01 – 30/09/2007 and has been included in the comparative period from the date of its incorporation. "ELGEKA FERFELIS ROMANIA SRL" participates in the aforementioned company by 75%. It should also be mentioned that the

company's figures considered as not important in the consolidated results. (5) On March 19, 2007 ELGEKA FERFELIS ROMANIA SRL established "ELGEKA FERFELIS SRL" located in Chisinau, Moldova whose operation will mainly be commercial including imports and

exports of goods and services and commercial representation. (6) HOODLE HOLDINGS LTD, is in the process of voluntary liquidation. The company's figures considered as not important for the Group and as a result no adjustments are required to be performed. (7) GREC ROM BUSINESS GROUP SRL has been consolidated using the proportionate method in the current period 01/01 – 30/09/2007 unlike the comparative period of 2006 when it has been fully consolidated. The rationale for this change in the consolidation method is that the Group no longer possesses the majority of the votes of the company while its share remains the same.

NOTES: a) PALIRRIA – SOULIOTIS S.A. has not been included in the Consolidated Financial Statements for the period 01/01 – 30/09/2007, unlike the comparative period of 2006, using the equity method, due to the disposal of the total share of 20% that the Parent Company possessed on December 20, 2006. In the Consolidated figures of the corresponding period in 2006 there is a total amount of euro 199 thousand concerning "Gains/(losses) from affiliated companies" from which an amount of euro 270 thousand concerned the results (gains) from PALIRRIA – SOULIOTIS S.A for that period and the remaining amount of Euro 71 thousand, the results (losses) of EVEREST FRANCHISING SRL on that period. b) HIGHWAY TRADING SRL (subsidiary of ELGEKA S.A. with indirect participation of 100%, fully consolidated) has been absorbed by S.C. GATEDOOR HOLGINGS SRL on November 21, 2006. The book and fair values applied were the same with those on March 31, 2006. c) EVEREST FRANCHISING SRL together with both its subsidiaries EVEREST FOODS SRL and EVEREST PRODUCTION SRL has been included in the Consolidated Financial Statements for the period 01/01 – 30/09/2006 using the equity method, unlike the current period, because ELGEKA (CYPRUS) LTD disposed its share of 49,22% in the EVEREST FRANCHISING SRL and consequently in its subsidiaries (99,98% and 98,00% share in EVEREST FOODS SRL and EVEREST PRODUCTION SRL respectively)during the first quarter 2007. The gain on the above disposal amounted to euro 30 thousand. The figures of the above companies considered as insignificant for the Group.

2.The accounting principles applied are the same with the ones applied for the preparation of the annual Financial Statements for the year ended on December 31, 2006.

3.There are no encumbrances on the fixed assets of the Parent Company, while there are mortgages on the buildings of subsidiaries amounting to euro 17.247 thousand as security for loans.

4.There is no pending litigation that could materially affect the financial position of the Company and the Group. 5.The number of employees of the Group as at 30/09/2007 is 1.852 and of the Company is 255 (30/09/06 Group 1.246 and Company 248 respectively). 6.Sales and purchases (of goods and services) aggregated from the beginning of the period as well as receivable and payable balances of the parent Company and the Group in the end of the current period, created from transactions with related companies, as these are defined in IAS 24, are given below:

GROUP COMPANY
a) Sales of goods and services 119 249
b) Purchases of goods and services 187 640
c) Receivables - 59
d) Payables 10 57
e) Key management personnel and members of the board compensation 688 688
f) Receivables from key management personnel and members of the board - -
g) Payables to key management personnel and members of the board 14 14

7.Investments in fixed assets that took place from the Parent Company and the Group during the period ended 30.09.2007 amounted to euro 1.562 thousand (30.09.2006: euro 486 thousand) and euro 6.991 thousand respectively (30.09.2006: euro 4.092 thousand).

8.The income statement account of the Group and the Company "Other financial results", includes gain on sale (13/4/2007) of available for sale financial assets amounting to euro 1.226 thousand. The proceeds of this sale amounted to euro 2.667 thousand. In this gain is included an amount of euro 1.192 thousand representing the portion of unrealized gains that were incurred from prior years changes of the fair value of available for sale financial assets which are now disposed. 9.During the period ending 30.09.2007, the Group and the Company recorded additional provisions for doubtful debts of euro 686 thousand and euro 500 thousand

respectively. 10.Earnings per Share (EPS) have been calculated using the weighted average number of ordinary shares excluding the 117.300 treasury shares (which continues to

be in the possession of the Parent company until the date of disclosure) outstanding during the 3rd quarter 2007. The number of the outstanding shares on
  • 01/01/2006 has been adjusted proportionately according to 1 for 1 bonus issue that took place on July 5, 2006 (for every share held get 1 share for free) adjusting by this way the EPS for the comparative period.
  • 11.The European Committee judged that the tax free reserves created under the Greek Law 3220/2004 are not legal. In respect of this matter the Ministry of Economics has prepared a law amendment proposing the related tax to be returned based on the tax rate 35% of the year these reserves were created plus the related interest for the period up to date. The amendment has not been approved by the parliament yet. The parent Company had created tax - free reserves under Law 3220/2004, for the fiscal years 2003 and 2004, of euro 1.250 thousand in total. Against this contingent tax liability the company recorded a provision of approximately euro 438 thousand during the current period.
  • 12.The company has a receivable amounted to euro 2.192 thousand from a trade debtor who has applied to be subject to the article 46 of the Law 1892/90. The court decision on this case is not finalised yet, but the company estimating the possible outcome of this receivable has recorded a provision (from 31.12.2006) for the 93% of this receivable. The Company believes that the final amount that may be assessed by the court will not exceed the above provision.
  • 13.On June 11, 2007, the subsidiary company LOGISTICS SERVICES HELLAS A.E. acquired the 100% share of the company named DIAKINISIS A.E.-Storage-Distribution-Packing. The cost of this investment was euro 44.502 thousand. (Including acquisition costs). A part of the total cost was covered by share capital increase of euro 7.050 thousand in cash, in which ELGEKA A.E. participated with its existing portion of 99,99%. The remaining part was funded by bank loan of euro 37 million received by L.S.H. A.E. The loan is due within 18 months and it is guaranteed by ELGEKA A.E.,. Until July 19, 2007 the acquisition was still pending of the approval of the Competition Commission. On July 19, 2007 the Competition Commission with its decision 349/V/2007 approved the acquisition of the company DIAKINISIS A.E. from L.S.H A.E. and on July 25, 2007 the transfer of shares, the payment and the sign off the transaction were completed and the Group acquired the total control of the entity.

The goodwill arose from the acquisition and presented in the above Balance sheet is provisional, as it was calculated based on the temporary fair values of the assets and liabilities of "DIAKINISIS A.E." on the date of acquisition (25 July 2007). The process of determining the fair value of assets, liabilities and contingent liabilities of the acquired company as well as the purchase price allocation, in accordance with the IFRS 3 "Business Combinations" and the final calculation of the goodwill, is still in process, as the related IFRS 3 allows a period of twelve months from the date of acquisition in order to finalise the outcome. (for more information see note 12 of the report to the financial statements - Acquisition of new company).

"DIAKINISIS A.E." was initially consolidated during the third quarter of 2007 under the method of full consolidation and the related effect on the profit after tax and minority interest was 662 thousand (71,49%). Had this company been consolidated from 01/01/2007 the contribution to the group profit and turnover would have been amounted to euro 1.537 thousand and euro 23.539 thousand respectively.

14.The Board of Directors of L.S.H. A.E. and DIAKINISIS A.E. decided the merger of the two companies and specifically, the first one to be absorbed by the second one under the of Codified Law 2190/1920 (articles 68-79) and the combination of the Law 2166/1993 (articles 1-5) with the transition date of L.S.H A.E. as of June 30, 2007.

On October 22, 2007 the merger has been approved by the Extraordinary General Meetings of the shareholders of the two companies, since it has already been

approved by the board of directors (21/09/2007) and the certified auditor –accountants (08/08/2007).In relation to the above, the two companies signed a merger agreement (no 474/25.10.2007), which was submitted to the local authorities for approval.

Finally, the merger contract was approved by one of the related authorities (decision no. 40066/12/11/2007) and is expected to be approved by the remaining authorities till 30/11/2007.

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