Elgeka S.A.

Annual Report • Mar 31, 2016

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

G.C.R. Number: 57298604000 HEAD OFFICE: INDUSTRIAL AREA OF SINDOS, DELTA MUNICIPALITY - THESSALONIKI SUMMARY FINANCIAL DATA & INFORMATION FOR THE YEAR 1 January 2015 - 31 December 2015

(According to Law 2190, article 135 - for companies which prepare annual financial statements, consolidated and stand alone, in accordance with IFRS)

1.4 STATEMENT OF CASH FLOWS (consolidated and stand alone) amounts in thousand Euro

GROUP PARENT

	INFORMATION CONCERNING THE COMPANY						1.2. STATEMENT OF COMPREHENSIVE INCOME (consolidated and stand alone) amounts in thousand Euro
Registered Prefecture:	Ministry of Economy, Development and Tourism, General Secretariat for Commerce &								GROUP
	Consumer Protection, Directorate of Societe Anonyme Companies & G.E.MI.						01.01 - 31.12.2015			01.01 - 31.12.2014
Company's website:	http://www.elgeka.gr					Continuing	Discontinued	Total	Continuing	Discontinued	Total
Date of approval of Annual Financial Statements						operations	operations		operations	operations
by the Board of Directors:	29 March 2016				Sales	196.252	30.182	226.434	245.897	29.528	275.425
Certified Auditor Accountant:	Pavlos Stellakis - SOEL Reg. No. 24941				Gross profit / (loss)	32.241	(444)	31.797	35.537	2.629	38.166
Audit firm:	GRANT THORNTON S.A.				Profit /(loss) before taxes, financing
Type of auditor's opinion:	Unqualified report - Emphasis of matter				and investing activities	(294)	(1.309)	(1.603)	1.097	1.739	2.836
Composition of Board of Directors:					Profit /(loss) before taxes	(8.566) (2.591)	(1.152) 42	(9.718) (2.549)	(8.440) (1.226)	1.899 484	(6.541) (742)
	Chairman & Managing Director - Executive member		Alexandros Katsiotis		Less: Taxes	(5.975)	(1.194)	(7.169)	(7.214)	1.415	(5.799)
	Vice-chairman - Non-Executive member)		Elli Drakopoulou		Profit / (loss) after taxes (A)
	Deputy Managing Director - Executive member		Anthimos Misailidis
	Independent, Non-executive member		Stilianos Stefanou		Distributed to:
	Non-executive member		Michail Fandridis		Equity holders of the Parent	(6.057) 82	(572) (622)	(6.629) (540)	(7.011) (203)	812 603	(6.199) 400
	Independent, Non-executive member		Nikolaos Milios		Non-controlling interest
	Independent, Non-executive member		Adamantios Lentsios
					Other comprehensive income/(loss) for the year, net of	(198)	(49)	(247)	(304)	(60)	(364)
	1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro				tax (B) of tax (B)
	GROUP 31.12.2015	31.12.2014	PARENT 31.12.2015	31.12.2014	Total comprehensive income/(loss) for the year, net of	(6.173)	(1.243)	(7.416)	(7.518)	1.355	(6.163)
					tax (A+B)
ASSETS
Tangible assets	51.799	53.135	7.122	7.618	Distributed to:
Investment property	24.327 13.681	26.241 16.532	8.763 686	9.561 871	Equity holders of the Parent	(6.169) (4)	(596) (647)	(6.765) (651)	(7.319) (199)	783 572	(6.536) 373
Intangible assets	23.980	21.172	42.856	41.818	Non-controlling interest
Other non-current assets
Inventories	14.593	16.228	2.240	3.228	Profit/(loss) after taxes per share - basic (in Euro)	(0,1909)	(0,0180)	(0,2089)	(0,2210)	0,0257	(0,1953)
Trade receivables	35.455 15.807	57.974 16.385	9.269 5.580	22.692 7.212	Profit /(loss) before taxes, financing, investing	5.940	(1.283)	4.657	7.449	1.764	9.213
Other assets	4.710	0	0	0	activities, depreciation & amortization
Non-current assets held for sale	184.352	207.667	76.516	93.000				COMPANY
TOTAL ASSETS								01.01 - 31.12.2015
					Sales			59.745	01.01 - 31.12.2014 86.518
EQUITY & LIABILITIES Share capital	50.775	50.775	50.775	50.775	Gross profit / (loss)			15.817	22.615
Other accounts related to Shareholders' Equity	(46.793)	(40.014)	(42.279)	(35.991)	Profit /(loss) before taxes, financing and investing activities			(1.137)	641
Total Equity attributable to Shareholders of the Parent Company (a)	3.982	10.761	8.496	14.784	Profit /(loss) before taxes			(6.416)	(5.627)
Non-controlling interest (b)	11.211	11.864	0	0	Less: Taxes			(126)	(410)
Total Equity ( c ) = ( a ) + ( b )	15.193	22.625	8.496	14.784	Profit / (loss) after taxes (A)			(6.290)	(5.217)
Long-term borrowings	1.368	7.132	0	2.240
	29.820	30.237	564	510				2	(66)
Provisions / Other long-term liabilities					Other comprehensive income/(loss) for the year, net of tax (B)
Short-term borrowings	84.664	87.789	48.650	51.189	Total comprehensive income/(loss) for the year, net of			(6.288)	(5.283)
					tax (A+B)
Other current liabilities	49.113	59.884	18.806	24.277
Liabilities concerning non-current assets held for sale	4.194	0	0	0	Profit/(loss) after taxes per share - basic (in Euro)			(0,1982)	(0,1644)
Total liabilities ( d )	169.159	185.042	68.020	78.216	Proposed dividend per share (in Euro)			0,0000	0,0000
TOTAL EQUITY AND LIABILITIES ( c ) + ( d )					Profit /(loss) before taxes, financing, investing			(417)	1.406
	184.352	207.667	76.516	93.000	activities, depreciation & amortization
	ADDITIONAL DATA AND INFORMATION						1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro
1.The name and country of registered office for each of the companies included in the consolidated financial statements as per December 31st			, 2015, as well as the corresponding direct and indirect					GROUP		COMPANY
percentage of participation in their share capital are included in Note 1 in Consolidated Financial Statements								31.12.2015	31.12.2014	31.12.2015	31.12.2014
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, 2014, apart from the new or revised accounting standards and interpretations endorsed in 2015, as they are presented in Note 2 of Annual Financial Statements.					Equity at the beginning of the year
3.On December 30th, 2015, the Management within the Group's strategy of disengagement from loss-making activities and concentration of resources to operating segments that presents a					(01.01.2015 and 01.01.2014, respectively)			22.625	29.301	14.784	20.067
competitive advantage (trading of consumer products, providing logistics services, production of non-dairy products) decided to proceed to sale of its share participation in the company "DIAKINISIS					Total comprehensive income/(loss), net of tax			(7.416)	(6.163)	(6.288)	(5.283)
PORT (CY) LTD", i.e. 50,01%, through its subsidiary company "ELGEKA (CYPRUS) LTD" in which the Parent Company "ELGEKA S.A." participates with a percentage of 100%. The company "DIAKINISIS PORT (CY) LTD", which is headquartered in Nicosia, Cyprus with object of activity the participation in other companies, participated in the Greek companies "DIAKINISIS PORT AND					Increase of subsidiaries share capital (non-controlling interest proportion)			0	208	0	0
CO S.A." (with object of activity the conduct of port operations) and "P.C.D.C. S.A." (with object of activity the provision of services related to emptying, filling, storage and management of					Acquisition of non-controlling interest			(16)	0	0	0
containers) with 99% and 50% respectively, which are consolidated in the Group's financial statements with the full method (with a percentage of 49,51%) and the equity method (with a percentage of 25,01%) respectively. As a consequence, the company "DIAKINISIS PORT (CY) LTD", including its subsidiaries "DIAKINISIS PORT AND CO S.A." and "P.C.D.C. S.A.", presented as					Sale of subsidiary			0	(16)	0	0
"Discontinued operations" and "Non-current assets held for sale".					Dividends paid to non-controlling interest			0	(705)	0	0
4.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					Equity at the end of the year (31.12.2015 and 31.12.2014, respectively)			15.193	22.625	8.496	14.784
companies in which the annual Financial Statements are being audited by certified auditors, Annual Tax Certificate is issued following a tax audit conducted by the same certified auditors who audit

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.

companies in which the annual Financial Statements are being audited by certified auditors, Annual Tax Certificate is issued following a tax audit conducted by the same certified auditors who audit the Financial Statements. The unaudited fiscal years for each of the companies included into the Consolidated Financial Statements are analytically presented in Note 15 of Annual Financial Statements.

5.There are no encumbrances on the fixed assets of the Parent Company, while there are mortgages on the buildings of the Group as of 31st of December 2015, amounting to Euro 13.929 thousand (31/12/2014: Euro 14.270 thousand) as security for loans.

	6.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 31/12/2015 amounted to 10.918 thousand euro and 1.533 thousand euro respectively (31/12/2014: 10.286 thousand euro και 1.544 thousand euro, respectively). The cumulative provision for tax unaudited years as of 31/12/2015 for the Group amounted to 501 thousand euro and for the Parent Company to 445 thousand euro (31/12/2014: 536	INDIRECT METHOD		01.01 - 31.12.2015 01.01 - 31.12.2014		01.01 - 31.12.2015 01.01 - 31.12.2014
paragraphs 10, 11 and 14 of I.A.S. 37 "Provision, contingent liabilities and contingent assets".	thousand euro και 318 thousand euro, respectively), whereas no provisions were created under the heading "Other Provisions" neither for the Group nor for the Parent Company as prescribed in	Operating activities
7.The number of employees as at 31/12/2015 was 1.532 for the Group and 119 for the Parent Company respectively (31/12/2014: Group 1.724 and Company 172, respectively).		Profit / (Loss) before taxes from continuing operations	(8.566)	(8.440)	(6.416)	(5.627)
	8.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 I.A.S. 24, with distinct reference to the remuneration and balances of key management personnel and	Profit / (Loss) before taxes from discontinued operations	(1.152)	1.899	0	0
members of the board, are given below:		Add/less Adjustments for:
	GROUP PARENT	Depreciation and amortization	6.579	6.735	721	765
a) Sales of goods and services	2.577 -	Provisions	2.015	2.821	1.510	2.916
b) Purchases of goods and services	15 3.744	Unrealised foreign exchange differences	119	44	1	4
c) Receivables	1.610 -	Translation exchanges differences	(22)	9	0	0
d) Payables	6.779 -	Amortization of government grants	(345)	(382)	0	0
e) Key management personnel and member of the board compensation	1.104 874	Results (income, expense, gains & losses) of investing activities
f) Receivables from key management personnel and member of the board	- -	Interest expense & similar charges	1.012 7.012	1.547 7.699	735 3.416	872 3.534
g) Payables to key management personnel and member of the board	- -	Add/less adjustments for changes in working capital or
	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 Statements as at	changes related to operating activities:
December 31st, 2015.		Decrease/(Increase) in inventories	1.483	6.771	953	117
	9.Investments in fixed assets that took place from the Group and the Parent Company during 2015 amounted to 1.986 thousand euro (2014: 3.606 thousand euro) and 151 thousand euro (2014:	Decrease/(Increase) in receivables	18.739	9.537	12.900	4.197
2.037 thousand) respectively. 10.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 shares in circulation of the Parent		Increase/(Decrease) in payables (excluding borrowings)	(7.721)	(16.833)	(5.792)	(2.635)
Company during 2015.		Less:
11.Neither any of subsidiary nor the Parent held shares of the Parent Company at the end of the current year.		Interest expense & similar charges paid	(6.654)	(7.482)	(3.215)	(3.381)
12.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 completed by December 31st 2015. The figures were insignificant for consolidation purposes.		Income taxes paid	(269)	(236)	(205)	0
	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 in order to cover equivalent loss,	Operating activities from discontinued operations	(104)	(56)	0	0
	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 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 issuing 4.724.000 new nominal common shares, at a nominal value of 0,30 euro each.	Net cash flows from/(used in)
	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. In addition, on October 29th, 2015, the Parent company "ELGEKA S.A." acquired the remaining stake in the share capital of its subsidiary "ARISTA S.A.", with the purchase of 3.818 shares corresponding to 0,01% of the share capital, for the amount of 16 thousand euro. After this purchase, the percentage proportion of "ELGEKA S.A." to the share capital of the subsidiary	operating activities (a)	12.126	3.633	4.608	762
2014 was included with a percentage of 99,99%.	company amounts to 100%. As a consequence, "ARISTA S.A." included in the Consolidated Financial Statements of the current year with a percentage of 100%, while in the comparable year of	Investing activities
	c. On October 29, 2015, the Boards of Directors of subsidiaries "ARISTA S.A." and "VIOTROS S.A." decided the commencement of merger procedures by absorption of the second subsidiary from	Purchases / Sales of participations to subsidiaries	0	(74)	(16)	0
	the first with transformation balance sheet date of 31 October 2015. The merger of the two subsidiaries is subject to the approval of the General Meetings of their shareholders and to statutory	Share capital increase of subsidiaries	0	0	0	(480)
	approvals of relevant authorities and is expected to be completed by the end of April 2016. The merger is implemented in full compliance with the restructuring strategy of the Group in order to: a) the rationalization and optimization of the productivity of its functions, b) the reduction of operating cost and c) the exploitation of the trade pillar of "ARISTA S.A." for the further penetration of its	Purchase of property, plant & equipment and intangible assets	(1.983)	(1.914)	(151)	(363)
products of "VIOTROS S.A." in the Greek market, the sales of which do not exceed 7% of the total sales of the latter.		Proceeds from sale of property, plant & equipment and intangible assets	67	188	144	250
in the consolidation as per December 31st, 2015.	Apart from the above mentioned changes in the consolidation percentages of the companies' comprising the Group, there were no other alterations nor were any companies which were not included	Purchase of investment property	(3)	(1.692)	0	(1.674)
The above mentioned events are presented in Notes 1 of Annual Financial Statements.		Interest received	32	125	13	134
13.The amounts and the nature of the other comprehensive income after taxes are analyzed as follows:		Investing activities from discontinued operations	(20)	(7)	0	0
Nature of Other Comprehensive Income / (loss) after taxes	GROUP COMPANY (01.01-31.012.2015) (01.01-31.12.2015)	Net cash flows from/(used in) investing activities (b)	(1.907)	(3.374)	(10)	(2.133)
Valuation of derivatives after taxes	36 36
Exchange differences from translation of foreign subsidiaries	(132) -	Financing activities
Revaluation of investment property	17 -	Proceeds from non-controlling interest (due to
Actuarial gains / (losses)	(83) (34)	establishment of new subsidiaries)	0	208	0	0
Participation in Other comprehensive income / (loss) of joint ventures	(36) -	Acquisition of non-controlling interest	(16)	0	0	0
Other Comprehensive Income / (Loss) of discontinued operations	(49) -	Proceeds from loans	104.092	148.566	24.329	40.335
Other comprehensive income / (loss) after taxes	(247) 2	Repayment of loans	(113.258)	(148.813)	(29.299)	(38.173)
		Payment of finance leasing liabilities	(472)	(761)	0	0
14.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 Statement of Financial Position as of		Dividends paid to non-controlling interest	0	(705)	0	0
	December 31st, 2015 which relates to creditor it was offset by an equal receivable existed for the same as a debtor. 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 Statement of Comprehensive Income was affected by this change, while the total Equity of the Group and the Non	Financing activities from discontinued operations	0	0	0	0
	controlling interests remained unchanged. Also, discontinued operations resulted in the reclassification of financial figures of the comparable year 2014.These reclassifications mentioned in Note 2	Net cash flows from/(used in)
of the Annual Financial Statements.		investing activities (c)	(9.654)	(1.505)	(4.970)	2.162
15.The Investment Property of the Group and the Company are stated at fair value by accredited certified valuators. As at December 31st	, 2015, it was accrued a loss of 1.235 thousand euro and a loss of 798 thousand euro, for the Group and the Company respectively, by the investment property valuations. The corresponding amounts for 2014 were a loss of 1.571 thousand euro and a loss of	Net increase/(decrease) in cash
867 thousand euro, for the Group and the Company respectively.		and cash equivalents ( a ) + ( b ) + ( c )	565	(1.246)	(372)	791
16.The Statement of Comprehensive Income of the Company has been charged by the amount of 1.050 thousand euro, which relates to impairment loss in the value of participations in the subsidiary	company "DIAKINISIS S.A.". The relevant amount of 2014 was a total impairment of 1.716 thousand euro for the subsidiary company "ARISTA S.A.". The above impairment losses did not affect	Cash and cash equivalents at the beginning of the period	5.607	6.853	1.941	1.150
consolidated Sales, consolidated Results after taxes and non-controlling interest and consolidated Equity. Details are given in Note 21 of the Annual Financial Statements.		Foreign exchange differences in cash and cash equivalents	0	0	0	0
17.The emphasis of matter in the Independent Auditor's Report concerns the fact that due to accumulated losses the total equity of the Parent Company is lower than the half of paid up share capital		Cash and cash equivalents at the end of the period	6.172	5.607	1.569	1.941
	and therefore the requirements for the application of Article 47 of Codified Law 2190/1920 are effective. Moreover, the total value of Group's and Company's current liabilities exceeds the total value of current assets by 67.922 euro and 50.367 euro respectively, fact that may indicate the existence of uncertainty in respect of the Group and the Company's ability to facilitate as going concern.
	Group's Management has provided evidence showing that is in advanced negotiations with credit institutions to convert the total short -term debt to long term of parent company and its subsidiaries
	"DIAKINISIS S.A." and "VIOTROS S.A." and has designed the appropriate measures for the smooth continuation of its activities and improve of its financial position as a going concern, principal
which has been taken into account for the preparation of the accompanying Group's and Company's financial statements. 18.There are no events that took place after the date of Financial Statements that relate either to Group or to Company, for which it is required by International Financial Reporting Standards either
disclosure or alteration in the amounts of published Financial Statements.
	Thesssaloniki, March 29, 2016
CHAIRMAN OF THE B.o.D. & MANAGING DIRECTOR	VICE - CHAIRMAN	GROUP CHIEF FINANCIAL OFFICER		ACCOUNTING AND TAX PLANNING MANAGER OF GROUP
ALEXANDROS KATSIOTIS	ELLI DRAKOPOULOU	ARIS CHATZATOURIAN		KONSTANTINOS MEINTANIS
ID. No. X 232184 / 01	ID. No. AΒ 287230 / 06	ID. No. X 540791 / 03		ID. No. AΒ 162944 / 06

	GROUP	PARENT
a) Sales of goods and services	-	2.577
b) Purchases of goods and services	15	3.744
c) Receivables	-	1.610
d) Payables	-	6.779
e) Key management personnel and member of the board compensation	1.104	874
f) Receivables from key management personnel and member of the board	-	-
g) Payables to key management personnel and member of the board	-	-

Nature of Other Comprehensive Income / (loss) after taxes	GROUP (01.01-31.012.2015)	COMPANY (01.01-31.12.2015)
Valuation of derivatives after taxes	36	36
Exchange differences from translation of foreign subsidiaries	(132)	-
Revaluation of investment property	17	-
Actuarial gains / (losses)	(83)	(34)
Participation in Other comprehensive income / (loss) of joint ventures	(36)	-
Other Comprehensive Income / (Loss) of discontinued operations	(49)	-
Other comprehensive income / (loss) after taxes	(247)	2