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Elgeka S.A.

Quarterly Report Sep 23, 2015

2710_ir_2015-09-23_1a7bcb92-8df8-4b98-8d51-2df769ba228d.pdf

Quarterly Report

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" E L G E K A S. A. TRADE - DISTRIBUTIONS - REPRESENTATIONS - INDUSTRY "

REG. No 8649 / 06 / Β / 86 / 45

HEAD OFFICE: BLOCK 31, ADDRESS: DA 13, PHASE B, 57022, INDUSTRIAL AREA OF SINDOS, ECHEDOROS MUNICIPALITY - THESSALONIKI - GREECE SUMMARY FINANCIAL DATA & INFORMATION FOR THE PERIOD 1 January 2009 - 30 June 2009

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

The financial data and information presented below provide a general overview of the financial position and results of the Group and ELGEKA S.A. - Trade - Distributions - Representations - Industry. Therefore, it is recommended to any reader, before proceeding to any investment 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 certified auditors - accountants whenever is required.

Company's website: www.elgeka.gr Date of approval of the Interim Financial Statements (6month period of 2009): 26 August 2009 Certified Auditor Accountant: Nikolaos A. Arghyrou Audit Firm: ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS A.E. Type of auditor's opinion: Unqualified report

1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) Amounts in thousand Euros 1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) Amounts in thousand Euros
GROUP
30.06.2009
31.12.2008 COMPANY
30.06.2009
31.12.2008 GROUP
30.06.2009
30.06.2008 COMPANY
30.06.2009
30.06.2008
ASSETS Equity at the beginning of the period
Tangible assets 76.541 76.899 19.917 20.419 (01.01.2009 and 01.01.2008 respectively) 86.480 80.299 63.122 61.998
Investment property 39.503 42.238 4.177 4.177 Total comprehensive income for the period, net of tax (3.901) 4.012 817 1.358
Intangible assets 17.894 18.333 1.169 1.227 Change in subsidiary ownership due to sale to third parties 0 253 0 0
Other non - current assets
Inventory
10.897
31.460
10.447
36.409
36.666
10.294
36.653
16.652
Increase / (decrease) in share capital of subsidiaries
(minority proportion)
0 105 0 0
Trade receivables 82.153 99.266 40.347 52.650 Equity at the end of the period
Other Current assets 21.726 23.226 5.015 7.879 (30.06.2009 and 30.06.2008 respectively) 82.578 84.669 63.939 63.356
TOTAL ASSETS 280.174 306.818 117.585 139.657
EQUITY & LIABILITIES 1.4 CASH FLOW STATEMENT (consolidated and stand alone) Amounts in thousand Euros
Share capital 51.287 51.287 51.287 51.287 INDIRECT METHOD GROUP COMPANY
Other accounts related to Shareholders´ Equity
Total Shareholders´ Equity attributable to Shareholders of the Parent Company ( a )
14.919
66.206
17.310
68.597
12.652
63.939
11.835
63.122
Operating activities 01.01-30.06.2009 01.01-30.06.2008 01.01-30.06.2009 01.01-30.06.2008
Minority interests ( b )
Total Shareholders´ Equity ( c ) = ( a ) + ( b )
16.372
82.578
17.883
86.480
0
63.939
0
63.122
Profit / (Losses) before taxes (continuing operations)
Adjustments to reconcile profit before tax to net cash flows:
(1.159) 815 1.151 1.302
Long-term liabilities
Provisions / Other non current liabilities
19.196
36.683
29.665
37.291
0
686
14.250
651
Depreciation
Provisions
3.032
1.131
2.889
567
676
474
676
108
Short-term borrowings 65.968 59.150 11.612 7.058 Exchange differences 546 (42) 0 0
Other current liabilities 75.749 94.232 41.348 54.576 Amortization of grants (110) (162) 0 0
Total liabilities ( d ) 197.596 220.338 53.646 76.535 Results (income, expense, gains & loss) of investing activities (303) (67) (53) (283)
TOTAL SHAREHOLDERS´ EQUITY AND LIABILITIES ( e ) = ( c ) + ( d ) 280.174 306.818 117.585 139.657 Interest expense & similar charges 3.529 3.880 693 622
Working capital adjustments:
1.2.1 STATEMENT OF COMPREHENSIVE INCOME (consolidated) Amounts in thousand Euros Decrease / (increase) in inventories 4.806 (1.586) 6.250 624
01.01-30.06.2009 01.01-30.06.2008 GROUP 01.04-30.06.2009 01.04-30.06.2008 Decrease / (increase) in receivables
(Decrease) / increase in payables (except banks)
18.337
(26.882)
12.733
(21.116)
14.968
(27.714)
10.933
(16.325)
Sales
Gross profit / (loss)
146.540
25.428
145.967
29.111
68.667
11.224
68.597
13.600
Payments for staff leavind indemnities
Less:
(110) 0 (23) 0
Profit / (loss) before taxes, financing & investing activities 2.114 4.466 696 2.639 Interest expense & similar charges paid (3.410) (3.711) (674) (586)
Profit / (loss) before taxes (1.159) 815 (880) 574 Income taxes paid (497) (653) (97) (202)
Less: taxes 444 (3.483) (191) (3.356) Net cash flows from
Profit / (loss) after taxes ( A ) (1.603) 4.298 (689) 3.930 operating activities ( a ) (1.090) (6.453) (4.349) (3.131)
Attributed to : Investing activities
Company's shareholders (907) 4.166 (658) 3.392
Minority interests (696) 132 (31) 538 Increase in share capital of subsidiaries 0 0 0 (6.194)
Proceeds from sale of subsidiaries and associates 0 87 0 11
Other comprehensive income for the period, net of tax ( B ) (2.298) (286) 104 606 Proceeds from sale of available for sale financial assets 0 550 0 550
Total comprehensive income for the period, net of tax ( A ) + ( B ) (3.901) 4.012 (585) 4.536 Purchase of tangible and intangible assets (2.593) (2.774) (283) (1.025)
Proceeds from sales of tangible and intangible assets 316 512 170 29
Attributed to : Purchase of investment property (76) (1.760) 0 0
Company's shareholders (2.358) 4.028 (559) 3.915 Interest received 248 101 0 2
Minority interests (1.543) (16) (26) 621 Dividends received 0 1 0 1
(3.901) 4.012 (585) 4.536 Net cash flows (used in) / from
Earnings per share (after taxes) basic (in Euro) (0,0284) 0,1304 (0,0216) 0,1062 investing activities ( b ) (2.105) (3.283) (113) (6.626)
Profit / (loss) before taxes, financing, investing
activities & depreciation 5.036 7.193 2.143 4.071 Financing activities
Proceeds from minority interests (increase in share capital) 0 105 0 0
1.2.2 STATEMENT OF COMPREHENSIVE INCOME (stand alone) Amounts in thousand Euros Proceeds from loans 58.336 69.755 9.834 12.013
COMPANY Repayment of loans (53.651) (59.249) (5.278) (2.088)
01.01-30.06.2009 01.01-30.06.2008 01.04-30.06.2009 01.04-30.06.2008 Payment of finance leasing liabilities (445) (122) 0 0
Sales 63.908 62.165 26.279 25.582 Dividents paid to parent company's shareholders 0 (1) 0 (1)
Gross profit / (loss) 14.047 14.263 6.172 5.895 Net cash flows (used in) / from
Profit / (loss) before taxes, financing & investing activities 1.793 1.649 467 (223) financing activities ( c ) 4.240 10.488 4.556 9.924
Profit / (loss) before taxes 1.151 1.302 206 (563)
Less: taxes 334 (56) 71 (407) Net increase / (decrease) in cash
Profit / (loss) after taxes ( A ) 817 1.358 135 (156) and cash equivalents ( a ) + ( b ) + ( c ) 1.045 752 94 167
Cash and cash equivalents at the beginning of the year 7.970 7.451 186 302
Attributed to : Exchange differences in cash and cash equivalents (194) (35) 0 0
Company's shareholders 817 1.358 135 (156) Cash and cash equivalents at the end of the year 8.821 8.168 280 469
Minority interests 0 0 0 0
12. a. The sale of interest (70%) in CERA VILLA DESIGN SRL from ELGEKA FERFELIS ROMANIA SA was finalized on 14/01/2008 to SC GATEDOOR
Other comprehensive income for the period, net of tax ( B ) 0 0 0 0 HOLDINGS SRL, while the Group's indirect participation percentage was set at 35,01% (36,89% before). The Company applied during 3month period
Total comprehensive income for the period, net of tax ( A ) + ( B ) 817 1.358 135 (156) of 2009 for liquidation at the Romanian Authorities. There is no requirement for adjustment at the Consolidated Financial Statements as the amounts are
insignificant.
Attributed to : b. On 14/02/2008 ELGEKA S.A. disposed of the 51 shares (Euro 210 each) of SAMBROOK PHARMA PHARMACEUTICALS LTD (participation percentage 51%)
Company's shareholders 817 1.358 135 (156) to SAMBROOK PHARMACEUTICALS S.A. for the amount of Euro 11 thousand. In addition, on 14/02/2008 "SAMBROOK PHARMACEUTICALS S.A." acquired
Minority interests 0 0 0 0 from the other partner the rest 49% (49 shares Euro 210 each) for the amount of Euro 10 thousand and resulting in participation percentage of 100%.
817 1.358 135 (156) Finally, its corporate form was modified from Limited Liability Company to Sole Limited Liability Company.
Earnings per share (after taxes) basic (in Euro) 0,0256 0,0425 0,0042 (0,0049) c. On 21/02/2008 ELGEKA CYPRUS LTD disposed of 2,61% of its interests to ELGEKA FERFELIS ROMANIA SA for the amount of Euro 87 thousand
Profit / (loss) before taxes, financing, investing (resulting in loss of Euro 177 thousand). As a result, the participation percentage was changed from 52,63% to 50,02%. Consequently, the consolidation
activities & depreciation 2.469 2.325 792 123 percentages of the subsidiaries ELGEKA FERFELIS ROMANIA S.A. (ELGEKA FERFELIS BULGARIA LTD and ELGEKA FERFELIS SRL) were 37,52% and 50,02%
(from 39,47% and 52,63%) respectively.
ADDITIONAL DATA AND INFORMATION d. SAMBROOK PHARMACEUTICALS S.A., in which the Parent company participated with the percentage 45% was fully consolidated from the first quarter
1. The Consolidated Financial Statements as of June 30th, 2009, include, apart from Parent Company "ELGEKA S.A.", the companies presented in note 1 of Interim of 2008, as the Group holded the majority of voting rights through agreement with of one of the shareholders. Since 01/04/2008 the direct participation percentage

Financial Statements. The note also contains information regarding the name and the country of registered office of the companies, the participation (direct and indirect) of the Parent company to SAMBROOK PHARMACEUTICALS S.A. was 91,34% due to full participation in its share capital increase with the amount of Euro 802,5 percentage of Parent company in their share capital, as well as the consolidation method. No event has been noted, which constitutes a discontinued operation. thousand, after the decision of Special General Assembly dated 01/04/2008, with the intention of reduction of prior year's losses. As a consequence, at the same

2. The accounting principles applied for the preparation of Interim 6month Financial Statements are the same with the ones applied for the preparation of the annual date as above the consolidation percentage to SAMBROOK PHARMA PHARMACEUTICAL Sole LTD was increased from 45% to 91,34%.

Financial Statements for the year ended December 31st, 2008, with the exception of the new or revised accounting standards and interpretations which are valid in 2009. e. On 22/04/2008, the Parent company paid the amount of Euro 1.400 thousand, due to full participation in share capital increase of the company MEDIHELM 3. The Parent company's tax books and records have been audited by the tax authorities up to the fiscal year 2006 (incl.). The unaudited fiscal years for each of the companies PHARMAC. WHOLESALE STORE S.A., after the decision of Special General Assembly dated 01/04/2008, intenting to reduce of prior year's losses.

included into the Consolidated Financial Statements are analytically presented in note 5 of Interim 6month Financial Statements. As a consequence, the direct participation percentage of ELGEKA S.A. to this company was increased from 51% to 91,54%.

4. There are no encumbrances on the fixed assets of the Parent company, while there are mortgages as of June 30th, 2009, on the fixed assets of subsidiaries f. On 18/12/2008, ELGEKA (CYPRUS) Ltd. disposed of its shareholding (27,50%) in "MEDIZONE GERMANY GMBH", which is consolidated with the equity amounting to Euro 18.930 thousand as security for loans. method. As a result, the amounts of this company (insignificant) are not included in the Consolidated Financial Statements of current 6month period of 2009,

5. There is no pending litigation that could materially affect the financial position or operation of the parent company and the Group. The aggregate amount of provisions for whereas they were included in at the comparative period of 2008. bad and doubtful debts for the Group and the Company until 30/06/2009 was Euro 6.328 thousand and 3.274 thousand respectively. The amount of provision for unaudited g. The company "HODDLE HOLDINGS Ltd." is in the process of liquidation. The Liquidation Balance Sheet was presented at the company's General Assembly tax years as of 30/06/2009 amounts to Euro 1.100 thousand for the Group and to Euro 193 thousand for the Parent company, while there are no other provisions either at 13/07/2009. The amounts of the Company are insignificant for consolidation purposes.

for the Group or for the Company as described in paragraphs 10, 11 and 14 of IAS 37 "Provisions, contingent liabilities and contingent assets". Apart from the above mentioned changes in the consolidation percentages of the companies' participation in the Group, there were no alterations in the

6. The number of employees of the Group as at 30/06/2009 was 1.830 and of the Company was 263 (30/06/2008: Group 1.916 and Company 270). consolidation methods nor any companies which were not included in the consolidation as per June 30th, 2009. The abovementioned events are provided

7. During the first semester of 2008, the Group disposed of its interests (financial assets available for sale) in XRISA AVGA S.A., for the amount of Euro 550 thousand, in note 1 of Interim Financial Statements as at June 30th, 2009. resulting in a gain of Euro 272 thousand. 13. The amount of Euro 2.298 thousand included in "Other comprehensive income for the period, net of tax" in the Group's Statement of Comprehensive

8. All activities (sales and expenses) aggregating from the beginning of the period as well as receivable and payable balances of the Parent company and the Group in the Income as at 30/06/2009, refers to translation reserves of financial statements of Group's subsidiaries abroad. end of the current period, created from transactions with related companies, as these are defined in IAS 24, indicating the total amount of compensation to key 14. In October 2008, "DIAKINISIS S.A." was engaged in a sale & leaseback contract. This contract was guaranteed by ELGEKA S.A. and its duration is 25 years,

management personnel and members of directors, their transactions, as well as their receivables and payables, are given below: while the total liability amounts to Euro 24.421 thousand (capital Euro 24 mil. and costs Euro 421 thousand). The total number of monthly installments is

300 until the end of the contract.

GROUP COMPANY 15. On 16/10/2008 and 02/12/2008, the Parent Company issued two (2) bonds amounting to Euro 15.000 thousand. In addition, "DIAKINISIS S.A." issued on
a) Sales - Income 0 238 16/10/2008 a bond amounting to Euro 7.500 thousand (ELGEKA S.A. as a warrantor). The abovementioned bonds were issued for refinancing present
b) Purchases - Expenses 4 377 financial liabilities used for investing activities. In addition, the Annual General Assembly of ELGEKA S.A. dated June 29th, 2009, approved the issue of one
c) Receivables 0 114 or more bonds, amounting totally Euro 20.000 thousand at most for financing its corporate activities.
d) Payables 0 39 16. Since May 1st, 2009, ELGEKA S.A. and its subsidiary VIOTROS S.A. changed their registered offices in new leased buildings, which are located in Sindos,
e) Key management personnel and members of the board compensation 758 537 Municipality of Ehedoros, Industrial Area of Thessaloniki, and as a result, there is a change in address of their registered offices.
f) Receivables from key management personnel and members of the board 0 0 17. The Annual General Assembly of MEDIHELM PHARMAC. WHOLESALE STORE S.A. dated 30/06/2009 approved its share capital decrease by the amount of
g) Payables to key management personnel and members of the board
0
0
Euro 846 thousand with decrease of shares' face value from Euro 40 to Euro 20 each, with the intention of capitalization of prior years' losses.
The Parent Company's balances of sales - income, purchases - expenses, receivables and payables with related parties have been eliminated for the consolidation of the At the same Annual General Assembly, a share capital increase was approved by the amount of Euro 1.502 thousand with the issue of 75.100
Financial Statements as at June 30th, 2009. new shares with face value Euro 20 each. As a result, the new share capital of the company would amount in Euro 2.348 thousand divided into
9. Investments in fixed assets that were made by the Parent company and the Group during the 6month period of 2009 amounted to Euro 283 thousand (30/06/2008: 117.400 shares with face value Euro 20 each. ELGEKA S.A. covered the full amount of this share capital increase and at 23/07/2009 paid
Euro 1.025 thousand) and Euro 2.669 thousand respectively (30/06/2008: Euro 4.534 thousand). the amount of Euro 1.502 thousand, resulting in increase of the participation percentage from 91,54% to 96,95%. In addition, the Annual General
10. Earnings per share (EPS) were calculated using the weighted average number of ordinary shares, which outstanding during the first semester of 2009 (excluding the Assembly of SAMBROOK PHARMACEUTICALS S.A. dated 30/06/2009 approved its share capital increase by the amount of Euro 61.500 with the
treasury shares, which were in the possession of Parent Company at 30/06/2009). issue of 4.100 new shares with face value Euro 15 each. As a result, the new share capital of the company would amount to Euro 1.014 thousand
11. According to Greek Codified Law 2190/1920, article 16, par. 5 and to the decision of the Annual General Assembly dated 27/06/2005, as well as to the decision divided into 67.600 shares with face value Euro 15 each. At 23/07/2009, ELGEKA S.A. paid the amount of Euro 56.190, participating by its
of Board of Directors dated 29/05/2009, the Parent company acquired 117.300 treasury shares for the amount of Euro 139 thousand during the period from 02/06/2009 percentage (that is 91,34%) in its subsidiary's SAMBROOK PHARMACEUTICALS S.A. share capital increase.
till 20/06/2006. The Annual General Assembly dated 29/06/2009 decided on the share capital decrease by the amount of Euro 187.680 due to cancellation of the 18. Some amounts of the prior period's comparative Consolidated Income Statement were restated for presentation purposes (refer to note 2 of Interim
abovementioned treasury shares. According to the decision of Ministry of Development no. K2-6858, the amendment of the relevant article on the Articles of Association of Parent Financial Statements). In addition, some amounts in "Assets" of published Financial Statements of the Group and the Parent Company
Company was approved and registered in the Business Records at 02/07/2009. Athens Stock Exchange was informed for this event at 09/07/2009. As a consequence, the for the year ended 31/12/2008 were also restated for presentation purposes.
negotiation of the abovementioned cancelled 117.300 treasury shares in Athens Stock Exchange has ceased since 15/07/2009. Following to the abovementioned event, the
share capital of ELGEKA S.A. amounts to Euro 51.099.248 devided into 31.937.030 ordinary shares, with face value Euro 1,60 each. At the end of current period no subsidiary or
affiliated company owned any of the treasury shares of Parent company.
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, August 26, 2009
HEAD OF THE
CHAIRMAN OF THE B.o.D. VICE PRESIDENT CHIEF FINANCIAL ACCOUNTING DTM
AND MANAGING DIRECTOR OFFICER
KONSTANTINOS MEINTANIS
ALEXANDROS KATSIOTIS ELLI DRAKOPOULOU ANTHIMOS MISAILIDIS Tax Reg.No. 030961080 Tax Auth.: Z' THESSALONIKIS
ID.No. X 232184 / 01 ID.No. AB 287230 / 06 ID.No. AH 168099 / 08
Acc.Reg.No:0017678 Class: A'

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