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Elgeka S.A.

Annual / Quarterly Financial Statement Sep 22, 2015

2710_10-k_2015-09-22_ff70d23f-92ff-4585-a4b6-22d5fcec06f8.pdf

Annual / Quarterly Financial Statement

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

REG. No 8649/06/Β/86/45

HEAD OFFICE: BLOCK 31, ADRESS: DA 13, PHASE B, 57022, INDUSTRIAL AREA OF SINDOS, DELTA MUNICIPALITY - THESSALONIKI - GREECE SUMMARY FINANCIAL DATA & INFORMATION FOR THE YEAR 1 January 2010 - 31 December 2010 (According to Law 2190, article 135 - for companies which prepare annual financial statements, consolidated and stand alone, in accordance with IFRS

INFORMATION CONCERNING THE COMPANY
Registered Prefecture: Ministry of Regional Development and Competitiveness,
Director of Societe Anonymes & Credit
Composition of Board of Directors:
Chairman & Managing Director (Executive member)
Vice-chairman (Executive member)
Alexandros Katsiotis
Elli Drakopoulou
Company's website: http://www.elgeka.gr Executive members Vasilios Evgenios
Date of approval of Annual Financial Statements Anthimos Misailidis
by the Board of Directors: 29 March 2011 Non-executive members Paraskevas Toktokoglou
Certified Auditor Accountant: Panagiotis Papazoglou - SOEL Reg. No. 16631 Michail Fandridis
Audit firm: ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. Stilianos Georgioudakis
Type of auditor's opinion Unqualified report Independent, Non-executive members Kiriakos Sachanidis
Stilianos Stefanou
1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro 1.4 STATEMENT OF CASH FLOWS (consolidated and stand alone) amounts in thousand Euro
GROUP
COMPANY
31/12/2010
31/12/2009
31/12/2010
31/12/2009
INDIRECT METHOD GROUP
COMPANY
1/1 - 31/12/2010
1/1 - 31/12/2009
1/1 - 31/12/2010
1/1 - 31/12/2009
ASSETS
Tangible assets 56.586 63.791 10.631 10.596 Operating activities
Intangible assets 26.042 17.400 969 1.115 Add/less Adjustments for:
Results (income, expense, gains & losses)
Other accounts related to Shareholders' Equity 11.981 13.987 10.590 12.785 Add/less adjustments for changes in working capital or
Total Equity attributable to Shareholders of the Parent Company (a) 63.080 65.086 61.689 63.884 changes related to operating activities:
Short-term borrowings 81.295 67.313 26.015 12.307 Less:
TOTAL EQUITY AND LIABILITIES ( c ) + ( d ) 332.998 295.253 153.731 142.532 Net cash flows from/(used in)
31/12/2010 31/12/2009 31/12/2010 31/12/2009 INDIRECT METHOD 1/1 - 31/12/2010 1/1 - 31/12/2009 1/1 - 31/12/2010 1/1 - 31/12/2009
ASSETS
Tangible assets 56.586 63.791 10.631 10.596 Operating activities
Investment property 42.290 44.515 12.856 13.456 Profit / (loss) before taxes (continuing operations) (416) (7.169) (1.508) 1.436
Intangible assets 26.042 17.400 969 1.115 Add/less Adjustments for:
Other non-current assets 20.695 10.984 52.212 37.688 Depreciation and amortization 6.010 6.112 1.223 1.337
Inventories 38.416 34.554 14.095 14.515 Provisions 1.855 2.851 2.501 1.132
Trade receivables 120.221 100.106 51.994 54.740 Unrealised foreign exchange differences 363 1.175 (2) 3
Other assets 28.748 23.903 10.974 10.422 Translation exchanges differences 452 714 0 0
TOTAL ASSETS 332.998 295.253 153.731 142.532 Amortization of government grants (178) (219) 0 0
Results (income, expense, gains & losses)
EQUITY & LIABILITIES of investing activities 1.173 7.606 775 331
Share capital 51.099 51.099 51.099 51.099 Interest expense & similar charges 5.164 5.556 1.460 1.161
Other accounts related to Shareholders' Equity 11.981 13.987 10.590 12.785 Add/less adjustments for changes in working capital or
Total Equity attributable to Shareholders of the Parent Company (a) 63.080 65.086 61.689 63.884 changes related to operating activities:
Non-controlling interest (b) 10.788 13.273 0 0 Decrease/(increase) in inventories 1.385 1.685 86 2.073
Total Equity ( c ) = ( a ) + ( b ) 73.868 78.359 61.689 63.884 Decrease/(increase) in receivables (13.616) (3.724) 2.350 (5.220)
Long-term borrowings 19.593 27.978 9.250 11.750 Increase/(decrease) in payables (excluding borrowings) 11.117 4.072 2.337 (1.067)
Provisions / Other long-term liabilities 35.491 34.854 1.320 1.161 Staff leaving indemnities paid (891) (904) (569) (182)
Short-term borrowings 81.295 67.313 26.015 12.307 Less:
Other current liabilities 122.751 86.749 55.457 53.430 Interest expense & similar charges paid (4.919) (5.338) (1.212) (1.000)
Total liabilities ( d ) 259.130 216.894 92.042 78.648 Income taxes paid (2.058) (681) (784) (116)
TOTAL EQUITY AND LIABILITIES ( c ) + ( d ) 332.998 295.253 153.731 142.532 Net cash flows from/(used in)
operating activities (a) 5.441 11.736 6.657 (112)
1.2. STATEMENT OF COMPREHENSIVE INCOME (consolidated and stand alone) amounts in thousand Euro
Investing activities
GROUP COMPANY Share capital increase of subsidiaries 0 0 (1.186) (1.558)
1/1 - 31/12/2010 1/1 - 31/12/2009 1/1 - 31/12/2010 1/1 - 31/12/2009 Purchase of available for sale financial assets (200) (80) (200) (80)
Sales 352.720 317.620 131.123 141.873 Proceeds from sale of available for sale financial assets 5 50 5 50
Gross profit / (loss) 45.009 51.509 26.445 28.533 Acquisition of subsidiaries (less cash and cash equivalents of subsidiaries)) (12.898) 0 (16.655) 0
Profit /(loss) before taxes, financing Proceeds from sale of subsidiaries (less cash
and investing activities 6.981 7.899 2.452 3.420 and cash equivalents of subsidiaries) 1.777 0 1.800 0
Profit /(loss) before taxes (416) (7.169) (1.508) 1.436 Purchase of property, plant & equipment and intangible assets (3.982) (4.500) (1.147) (569)
Less: Taxes 1.070 (498) 461 1.022 Proceeds from sale of property, plant & equipment and intangible assets 92 629 36 211
Profit / (loss) after taxes (A) (1.486) (6.671) (1.969) 414 Purchase of investment property (2) (79) 0 0
Distributed to: Proceeds from sale of investment property 730 0 0 0
Equity holders of the Parent (1.214) (2.909) (1.969) 414 Procceds from government grants 984 0 0 0
Non-controlling interest (272) (3.762) 0 0 Interest received 195 339 5 3
Net cash flows from/(used in)
Other comprehensive income/(loss) for the year, net of tax (B) (885) (1.455) (68) 348 investing activities (b) (13.299) (3.641) (17.342) (1.943)
Total comprehensive income/(loss) for the year, net of tax (A+B) (2.371) (8.126) (2.037) 762
Distributed to: Financing activities
Equity holders of the Parent (1.823) (3.469) (2.037) 762 Purchase of treasury shares (158) 0 (158) 0
Non-controlling interest (548) (4.657) 0 0 Proceeds from non-controlling interest (due to share
(2.371) (8.126) (2.037) 762 capital increase and establishment of new subsidiaries) 22 5 0 0
Proceeds from loans 127.672 110.924 19.000 10.068
Profit/(loss) after taxes per share - basic (in Euro) (0,0381) (0,0911) (0,0619) 0,0130 Repayment of loans (118.099) (117.928) (7.900) (8.069)
Proposed dividend per share (in Euro) 0,0000 0,0000 0,0000 0,0000 Payment of finance leasing liabilities (1.045) (985) 0 0
Net cash flows from/(used in)
Profit /(loss) before taxes, financing, investing investing activities (c) 8.392 (7.984) 10.942 1.999
activities, depreciation & amortization 12.813 13.795 3.675 4.757 Net increase/(decrease) in cash
and cash equivalents ( a ) + ( b ) + ( c ) 534 111 257 (56)
1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro Cash and cash equivalents at the beginning of the year 7.871 7.970 130 186
Foreign exchange differences in cash and cash equivalents (41) (210) 0 0
GROUP COMPANY Cash and cash equivalents at the end of the year 8.364 7.871 387 130
GROUP COMPANY Share capital increase of subsidiaries 0 0 (1.186) (1.558)
1/1 - 31/12/2010 1/1 - 31/12/2009 1/1 - 31/12/2010 1/1 - 31/12/2009 Purchase of available for sale financial assets (200) (80) (200) (80)
Sales 352.720 317.620 131.123 141.873 Proceeds from sale of available for sale financial assets 5 50 5 50
Gross profit / (loss) 45.009 51.509 26.445 28.533 Acquisition of subsidiaries (less cash and cash equivalents of subsidiaries)) (12.898) 0 (16.655) 0
Profit /(loss) before taxes, financing Proceeds from sale of subsidiaries (less cash
and investing activities 6.981 7.899 2.452 3.420 and cash equivalents of subsidiaries) 1.777 0 1.800 0
Profit /(loss) before taxes (416) (7.169) (1.508) 1.436 Purchase of property, plant & equipment and intangible assets (3.982) (4.500) (1.147) (569)
Less: Taxes 1.070 (498) 461 1.022 Proceeds from sale of property, plant & equipment and intangible assets 92 629 36 211
Profit / (loss) after taxes (A) (1.486) (6.671) (1.969) 414 Purchase of investment property (2) (79) 0 0
Distributed to: Proceeds from sale of investment property 730 0 0 0
Equity holders of the Parent (1.214) (2.909) (1.969) 414 Procceds from government grants 984 0 0 0
Non-controlling interest (272) (3.762) 0 0 Interest received 195 339 5 3
Net cash flows from/(used in)
Other comprehensive income/(loss) for the year, net of tax (B) (885) (1.455) (68) 348 investing activities (b) (13.299) (3.641) (17.342) (1.943)
Total comprehensive income/(loss) for the year, net of tax (A+B) (2.371) (8.126) (2.037) 762
Distributed to: Financing activities
Equity holders of the Parent (1.823) (3.469) (2.037) 762 Purchase of treasury shares (158) 0 (158) 0
Non-controlling interest (548) (4.657) 0 0 Proceeds from non-controlling interest (due to share
(2.371) (8.126) (2.037) 762 capital increase and establishment of new subsidiaries) 22 5 0 0
Proceeds from loans 127.672 110.924 19.000 10.068
Profit/(loss) after taxes per share - basic (in Euro) (0,0381) (0,0911) (0,0619) 0,0130 Repayment of loans (118.099) (117.928) (7.900) (8.069)
Proposed dividend per share (in Euro) 0,0000 0,0000 0,0000 0,0000 Payment of finance leasing liabilities (1.045) (985) 0 0
Net cash flows from/(used in)
Profit /(loss) before taxes, financing, investing investing activities (c) 8.392 (7.984) 10.942 1.999
activities, depreciation & amortization 12.813 13.795 3.675 4.757 Net increase/(decrease) in cash
and cash equivalents ( a ) + ( b ) + ( c ) 534 111 257 (56)
1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro Cash and cash equivalents at the beginning of the year 7.871 7.970 130 186
Foreign exchange differences in cash and cash equivalents (41) (210) 0 0
GROUP COMPANY Cash and cash equivalents at the end of the year 8.364 7.871 387 130
31/12/2010 31/12/2009 31/12/2010 31/12/2009
Equity at the beginning of the year
(01.01.2010 and 01.01.2009, respectively) 78.359 86.480 63.884 63.122
Total comprehensive income/(loss), net of tax (2.371) (8.126) (2.037) 762
Change in subsidiary ownership due to sale to thirt parties (1.992) 0 0 0
Purchase of subsidiaries (non-controlling interest proportion) 8 0 0 0
Establishment of subsidiaries (non-controlling interest proportion) 22 0 0 0
Share capital increase of subsidiaries (non-controlling interest proportion) 0 5 0 0
Purchase of treasury shares (158) 0 (158) 0
Equity at the end of the year
(31.12.2010 and 31.12.2009, respectively)
73.868 78.359 61.689 63.884

ADDITIONAL DATA AND INFORMATION

The financial data and information presented below provide a general overview of the financial position and results of the Group and ELGEKA S.A. - Trade - Distributions - Industry. Therefore, it is recommended to any reader, before proceeding to any investment decision or other transaction with the company, to visit the company's website, where the Annual Financial Statements are published, together with the review report of certified auditors - accountants whenever is required.

1. The name and country of registered office for each of the companies included in the consolidated financial statements as per December 31st, 2010, as well as the corresponding direct and indirect percentage of participation in their share capital are included in Note 1 in Consolidated Financial Statements. 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, 2009, apart from the

new or revised accounting standards and interpretations endorsed in 2010.

3. The Parent Company's tax books and records have been audited by the Tax Authorities up to fiscal year 2006 (incl.). The unaudited fiscal years for each of the companies included into the Consolidated Financial Statements are analytically presented in Note 17 of Annual 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 31st of December 2010, amounting to Euro 18.939 thousand (31/12/2009: Euro 18.178 thousand) as security for loans.

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 31/12/2010 amounted to Euro 5.414 thousand and Euro 1.306 thousand, respectively. The cumulative provision for tax unaudited years as of 31/12/2010 for the Group amounted to Euro 392 thousand and for the Parent Company to Euro 318 thousand, whereas no provisions were created under the heading "Other Provisions" neither for the Group nor for the Parent Company as prescribed in paragraphs 10, 11 and 14 of IAS 37 "Provision, contingent liabilities and contingent assets". 6. The number of employees as at 31/12/2010 was 1.782 for the Group and 206 for the Parent Company respectively (31/12/2009: Group 1.763 and Company 219, respectively).

7. All activities (sales and purchases of goods and services) aggregating from the beginning of the year as well as receivable and payable balances of the Parent Company and the Group in the end of the current year, created from transactions with related companies, as these are defined in IAS 24, with distinct reference to the remuneration and balances of key management personnel and members of the board, are given below:

c. At 15/04/2010, the Parent Company sold its participation percentage of 30% plus 2 shares to the company "PAPADIMITRIOU S.A." for Euro 1.800 thousand. The participation percentage is currently 19,99% from 50% plus 1 share before the sale. There was no result for the Parent Company as the investment was recorded in cost less any accumulated impairment losses. For the Group, the sale resulted in a profit amounted to Euro 1.008 thousand, that includes the amount of Euro 403 thousand as a gain of valuation at fair value of the remaining participation percentage. The figures of the subsidiary were not material for consolidation purposes. In particular, the sales and the profit (loss) after taxes and noncontrolling interest of the subsidiary at 15/04/2010 that are included in the Consolidated Statement of Comprehensive Income amounted to Euro 1.734 thousand and 128 thousand respectively (31/12/2009: Euro 6.603 thousand and Euro 82 thousand respectively). As a result, the subsidiary company "PAPADIMITRIOU S.A." that was fully consolidated at 31st of December 2009, after the sale at 15/04/2010, is included in Available for Sale Financial Assets at fair value of Euro 1.200 thousand.

a) Sales of goods and services
b) Purchases of goods and services
c) Receivables
d) Payables
e) Key management personnel and member of the board compensation
f) Receivables from key management personnel and member of the board
g) Payables to key management personnel and member of the board
Statements as at December 31st, 2010.
thousand respectively (2009: Euro 4.579 thousand).
9. Earnings per share (EPS) have been calculated using the weighted average number of ordinary shares in circulation during 2010.
"National-P&K Securities A.E.P.E.Y".
December 31st 2010. The figures were insignificant for consolidation purposes.
PHARMACEUTICAL SOLE LTD "was not included in the Consolidated Financial Statements during the current year, while it was consolidated in the previous year.
GROUP
COMPANY
-
417
4
4.431
-
129
4
962
1.081
1.077
1
1
4
4
The parent Company's balances of sales-income, purchases-expenses, receivables and payables with related parties have been eliminated for the consolidation of the Financial
8. Investments in fixed assets that took place from the Parent Company and the Group during 2010 amounted to Euro 1.147 thousand (2009: Euro 569 thousand) and Euro 3.984
10. No subsidiary held shares of the Parent Company at the end of the current year. ELGEKA S.A., under the decision of the General Assembly of 30/06/2008 and the Board of Directors
Meetings of 21/04/2010, as well as under the decision of the General Assembly of 28/06/2008 and the Board of Directors Meetings of 29/06/2010, and according to the paragraph 16
of the Greek Codified Law 2190/1920, has bought during the year 202.500 treasury shares at the average price of Euro 0,7773 per share, of total value Euro158 thousand, through
11. a. The company "CERA VILLA DESIGN SRL" applied for liquidation to the Romanian Authorities during the first quarter of 2009. The liquidation process is not completed by
b. At 16/03/2010 the Group sold its share of interest in "SAMBROOK PHARMA PHARMACEUTICAL SOLE LTD ", whose sole shareholder was the 91,34% subsidiary "SAMBROOK
PHARMACEUTICAL S.A.". The sale proceeds amounted to Euro 21 thousand, which represents its share value in the company. The aforementioned sale does not affect the
Consolidated Financial Statements, since the figures of the subsidiary are insignificant to the Group (Equity at 31/12/2009 of Euro 70 thousand and losses before tax of Euro 10,6
thousand). From the above sale accrued a profit of Euro 70 thousand for the Group, which is included in "Other Financing Activities Income". Therefore, "SAMBROOK PHARMA
Group's total), to Euro 396 thousand as Profits after taxes and non-controlling interest (-32,62% of Group's total) and to Euro 411 thousand as Equity attributable to the shareholders of
the Parent (0,65% of Group's total). Therefore, "DIAKINISIS PORT (CY) LIMITED" included in the Consolidated Financial Statements for the first time during current year, while it was
not included the previous year.
Apart from the above mentioned changes in the consolidation percentages of the companies' comprising the Group or the non-incorporation of companies that ceased their activities or
sold during the current year, there were no alterations in the consolidation methods nor were any companies which were not included in the consolidation as per December 31st, 2010,
in comparison with the corresponding year of 2009.
The above mentioned events are presented in Note 1 of Annual Financial Statements.
12. The amounts and the nature of the other comprehensive income after taxes are analyzed as follows:
Nature of Other Comprehensive Income / (loss) after taxes
Valuation of derivatives after taxes
Valuation of investment property after taxes
Exchange differences from translation of foreign subsidiaries
Other comprehensive income / (loss) after taxes
13. The Investment Property of the Group and the Company are stated at fair value by accredited certified valuators. As at December 31s
thousand and a loss of Euro 600 thousand, for the Group and the Company respectively, by the investment property valuations. The corresponding amounts for 2009 were a loss of
Euro 8.082 thousand and a loss of Euro 285 thousand, for the Group and the Company respectively.
14. Statement of Comprehensive Income of the Group and the Company has been charged by the amount of Euro 71 thousand, which relates to the special contribution for social
responsibility of L.3845/2010, as it is referred in Note 17 of Annual Financial Statements.
15. Statement of Comprehensive Income of the Company has been charged by the amount of Euro 1.517 thousand, which relates to impairment loss in the value of participations in
subsidiaries "MEDIHELM PHARMAC. WHOLESALE STORE S.A." (impairment loss Euro 1.262 thousand) and "SAMBROOK PHARMACEUTICALS S.A." (impairment loss Euro 255
thousand). The above impairment losses did not affect consolidated Sales, consolidated Profits after taxes and non-controlling interest and consolidated Equity. Details are given in
Note 23 of the Annual Financial Statements.
GROUP
COMPANY
(01.01-31.12.2010)
(01.01-31.12.2010)
(86)
(68)
(547)
-
(252)
-
(885)
(68)
, 2010, it was accrued a loss of Euro 2.255
Thesssaloniki, March 29, 2011
CHAIRMAN OF THE B.o.D. AND MANAGING DIRECTOR VICE CHAIRMAN OF THE B.o.D. CHIEF FINANCIAL OFFICER HEAD OF THE ACCOUNTING DTM
ALEXANDROS KATSIOTIS
ID. No. X 232184 / 01
ELLI DRAKOPOULOU
ID. No. AΒ 287230 / 06
ANTHIMOS MISAILIDIS
ID. No. AΗ 168099 / 08
KONSTANTINOS MEINTANIS
ID. No. AΒ 162944 / 06
ACC. REG. No. 0017678 CLASS: A'

d. The Annual General Assembly of "MEDIHELM PHARMAC. WHOLESALE STORE S.A." dated 30/06/2010 decided a share capital decrease of amount of Euro 1.174 thousand with the intention of capitalization of prior years' losses. At the same time, a share capital increase was approved for the amount of Euro 1.186 thousand with the issue of 118.600 new shares with face value Euro 10 each. "ELGEKA S.A." covered the full amount of this share capital increase and at 19/08/2010 paid the amount of Euro 1.186 thousand, resulting in increase of the participation percentage from 96,95% to 98,48% approximately.

e. On July 5th, 2010, the 100% subsidiary company "ELGEKA (CYPRUS) L.T.D." founded a new company named "DIAKINISIS PORT (CY) LIMITED" located in Nicosia of Cyprus. The participation percentage of "ELGEKA (CYPRUS) L.T.D." in the newly founded company "DIAKINISIS PORT (CY) LIMITED", amounted to Euro 40 thousand, is 50,01%. The operations of the new company will be the participation in other companies. Therefore, "DIAKINISIS PORT (CY) LIMITED" included in the Consolidated Financial Statements for the first time during current year, while it was not included the previous year.

f. On July 7th , 2010, the Parent Company acquired a rights option for the purchase of the share capital increase of 99,71% of the shares of the wholesaler "VITA PI S.A." from the listed company "ATLANTIC SUPER MARKET S.A." for the amount of Euro 10.280 thousand. "ELGEKA S.A.", in addition to the resignation from the rights option of the other shareholder to participate in the share capital increase, has paid the total amount of the share capital increase of Euro 1.855 thousand (3.500 thousand shares of Euro 0,53 each) and as a result the participation percentage amounted to 72,92%. In addition, on the same day, the Parent Company purchased the remaining participation percentage by the listed company "ATLANTIC SUPER MARKET S.A." to the wholesaler "VITA PI A.E.B.E" (1.296.182 shares of nominal value of Euro 0,53 each or 27,00% of the share capital) for Euro 4.520 thousand. As a result, the Parent Company's participation percentage has increased to 99,92%."VITA PI S.A." was founded in 1986 and its headquarters are located in Anchialos of Thessaloniki. Its operation is the representation, distribution, and merchandise of food and other consumer products. The contribution of the above company to Group's financial figures at 31/12/20010 amounted to Euro 56.758 thousand as Sales (16,09% of Group's total), to Euro 568 thousand as Profits after taxes and non-controlling interest (-46,79% of Group's total) and to Euro 10.350 thousand as Equity attributable to the shareholders of the Parent (16,41% of Group's total). Therefore, "VITA PI S.A." included in the Consolidated Financial Statements for the first time during current year, while it was not included the previous year.

g. On August 5th , 2010, the newly established subsidiary "DIAKINISIS PORT (CY) LIMITED" founded a new trade limited company named "DIAKINISIS PORT & Co", based in Piraeus. The participation percentage to the newly founded company, amounted to Euro 30 thousand, will be 99%. The objectives of the newly founded company will be the container loading / unloading, storage and other port services. The contribution of the above company to Group's financial figures at 31/12/20010 amounted to Euro 2.340 thousand as Sales (0,66% of Group's total), to Euro 396 thousand as Profits after taxes and non-controlling interest (-32,62% of Group's total) and to Euro 411 thousand as Equity attributable to the shareholders of

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