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Flexopack S.A. Interim / Quarterly Report 2018

Sep 13, 2018

2760_ir_2018-09-13_bf74ceb3-0dd8-499f-b304-26a0553385eb.pdf

Interim / Quarterly Report

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TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE General Commercial Registry No. 582101000

Semi-Annual Financial Report For the period from 1st January to 30th June 2018

According to article 5 of Law 3556/2007 And the relevant authorized and executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission

It is ascertained that the present Semi-Annual Financial Report that concerns the period from 1/1- 30/6/2018 is the one that has been approved by the Board of Directors of "FLEXOPACK PLASTICS S.A." during its meeting on September 12th, 2018 and is posted on the internet on the Company's official website www.flexopack.com. The Financial Report will remain available to investors on the internet for a period of at least ten (10) years from its preparation date and initial release.

CONTENTS

CHAPTER 1: Statements by Representatives of the Board of Directors 3
CHAPTER 2:
Semi-Annual Report by the Board of Directors for the period 1.1.2018 -
30.6.2018 4
CHAPTER 3 : Review Report of the Interim Financial Information 20
CHAPTER 4 : Interim Condensed Financial Statements 22
Statement of Financial Position 23
Statement of Income 24
Statement of Comprehensive Income 25
Consolidated statement of changes in equity 26
Statement of changes in Parent Company's equity 27
Statement of Cash Flows 28
Selective explanatory notes on the Interim Financial Statements 29
1. General Information on the Company and Group 29
2. Basis for the preparation of the financial statements 29
2.1 Significant accounting judgments, estimations and assumptions 30
3. Group Structure and consolidation method of companies 31
3.1 Participations in Subsidiaries 32
3.2 Participations in associates 33
4. Segment reporting 33
5. Additional information and clarifications 34
5.1 Existing Collateral Assets 34
5.2 Contingent Receivables - Liabilities 34
5.3 Capital expenditure and sales 34
5.4 Tax un-audited fiscal years 35
5.5 Transactions with related parties 36
5.6 Income Tax 38
5.7 Number of employees 38
5.8 Earnings per share 38
5.9 Dividends 39
5.10 Fair value measurement 39
5.11 Increase and simultaneous decrease of share capital via the respective increase and
decrease of the nominal value per share of the Company 39
5.12 Significant changes in the Statement of Financial Position and Results during the period
41
5.13 Events after the reporting period of the interim financial statements 43

CHAPTER 1: Statements by Representatives of the Board of Directors

(According to article 5 par. 2 of L. 3556/2007, as is in effect)

  1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board of Directors and Chief Executive Officer

  2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer.

  3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member of the Board of Directors.

**************************

We, the following signatories, under our capacity as mentioned above, according to the stipulations by law (article 5 par. 2 of Law 3556/2007) and specifically as appointed by and under the authorization of the Board of Directors of the Société Anonyme Company with the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY", (hereinafter the "Company" or "FLEXOPACK"), hereby state that to our knowledge:

(a) The Semi-Annual financial statements of the Company for financial period from 1.1.2018- 30.06.2018, individual and consolidated, which were prepared in accordance with the current accounting standards in effect, accurately present the assets and liabilities, the equity and results for the period of the Company, as well as of the companies included in the consolidation and considered aggregately as a whole, and

(b) the Semi-Annual Report of the Board of Directors of the Company depicts in true manner the most significant events that occurred during the first half of the financial year 2018 (01.01.2018- 30.06.2018), their effect on the semi-annual financial statements, including the description of the major risks and uncertainties which the Company faces, the important transactions taking place between the Company and its related parties (as they are defined by IAS 24), as well as the development of the activities, the performance and position of both the Company and the companies included in the consolidation regarded as a whole.

Koropi, 12 September 2018

The parties of the statement

Georgios Ginosatis
ID NO. ΑΕ 153990

Stamatios Ginosatis ID NO. S 500301

Asimina Ginosati ID NO. ΑΒ 243605

CHAPTER 2: Semi-Annual Report by the Board of Directors for the period 1.1.2018 - 30.6.2018

The current Semi-Annual Management Report by the Board of Directors (hereinafter for the sake of brevity the "Report" or "Semi-Annual Report"), refers to the period of the first half of the current financial year 2018 (01.01.2018-30.06.2018) was prepared and is in line with the relevant provisions of Law 3556/2007 (Government Gazette 91Α/30.04.2007) and the relevant, as stated by law, executive decisions issued by the Hellenic Capital Market Commission and specifically Decisions No. 1/434/03.07.2007 and 8/754/14.04.2016.

The present Report includes in synopsis and in understandable, essential and comprehensive manner all sub-sections required, according to the above legislative framework, and depicts in true and precise manner all the relevant by law information, so as to create an essential and in depth sum of information for the activities during the period under consideration of the Societe Anonyme under the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" (which in the current Report will be called for the sake of brevity as "Company" or "FLEXOPACK") as well as of FLEXOPACK Group.

Given the fact that the Company prepares consolidated and non-consolidated (separate) financial statements, the present Report is exclusive, with its main and primary reference to the Company's consolidated financial data and those of its related companies. References to non-consolidated financial data in the following analysis, are made in specific points deemed reasonable or necessary by the Company's Board of Directors, for the better understanding of the Report's contents.

The related and associate companies that are included in the consolidated financial statements with the respective participation percentages of the Company on 30.06.2018 are the following:

1) "FLEXOPACK POLSKA Sp. Z.o.o" (previously named as "Fescopack Sp. Z.o.o"), which is based in Poland, in which the Company participates now with 100.00%,

2) "FLEXOSYSTEMS Ltd Belgrade", which is based in Serbia, with a 100% participation of the Company,

3) «FLEXOPACK INTERNATIONAL LIMITED», domiciled in Larnaca, Cyprus, fully owned by the Company (100%),

4) «FLEXOPACK PTY LTD», domiciled in Brisbane, Australia, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

5) «FLEXOPACΚ PROPERTIES PTY LTD», domiciled in Brisbane, Australia, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

6) « FLEXOPACK ΝΖ LIMITED », domiciled in Auckland, New Zealand, fully owned (100%) by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company). As noted previously, the latter is fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED», (indirect participation of the Company),

7) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED», domiciled in UK, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

8) the Société Anonyme company "INOVA SA PLASTICS", which is based in Greece, in which the Company participates with 50%, and finally,

9) the Société Anonyme company, "VLAHOU BROS SA", which is based in Greece, in which the Company participates with 47.71%.

Of the above nine (9) legal entities, the (parent versus subsidiary) relation described in article 32 paragraph 2 of Law 4308/2014 applies only for the seven (7) foreign companies (1-7 according to above ranking).

The present Report is included in total along with the semi-annual financial statements (separate and consolidated) of the period 01.01.2018-30.06.2018 and the other required by law information and statements in the Semi-Annual Financial Report which concerns the first half of the financial year 2018.

The sub-sections of the Report and the contents of such are as follows:

SECTION Α΄

The significant events that occurred during the first half of the financial year 2018 and any impact of theirs on the annual financial statements have as follows:

1. Annual Ordinary General Shareholders' Meeting of the Company

On Friday, 29th June 2018, at 15:00, the Annual General Meeting of Shareholders of the Company was held at the offices of the Company (Tzima, Koropi, Hephaestus rural street), which was attended in person or by proxy, by shareholders representing 9,536,258 ordinary, registered shares and equal voting rights, i.e. 81.37% of total 11,720,024 shares and equal voting rights of the Company.

The annual General Meeting of the Company's shareholders proceeded with the following decisions on the subjects of the daily agenda:

With regard to the 1st issue, it unanimously approved the Annual Financial Statements (Company and consolidated) relating to the financial year 2017 (01.01.2017 - 31.12.2017) and, in overall, the annual Financial Report for that year, which was according to the law prepared and published by the Company on the latter's legally registered webpage in GEMI (General Electronic Commercial Registry) and via dispatch to the website of the Organized Market where the Company's shares are traded, as well as to the Hellenic Capital Market Commission.

With regard to the 2nd issue, it unanimously approved the annual Management Report of the Board of Directors, which is entirely included in the Minutes of the Board of Directors of 17th April 2018, as well as the Audit Report of 18th April 2018, of the Chartered Auditor-Accountant of the Company, Theodoros N. Papailiou, regarding the annual financial statements relating to the financial year 2017 (01.01.2017- 31.12.2017).

With regard to the 3rd issue, the Meeting unanimously approved the allocation and distribution of the results of the financial year which ended on 2017 (01.01.2017-31.12.2017), and specifically it approved not to distribute any dividend to the shareholders of the Company from the earnings of the closing financial year 2017.

With regard to the 4th issue, the Meeting unanimously approved, following a voting from the shareholders based on name, the discharge of the members of the Board of Directors and the Auditors of the Company from any liability stemming from their actions and the overall management of the closing financial year of 2017 (01.01.2017-31.12.2017) and the annual financial statements of that year.

With regard to the 5th issue, it approved by majority and following the relevant proposal of the Audit Committee, the election of the Auditing Firm "SOL – CERTIFIED PUBLIC ACCOUNTANTS SOCIETE ANONYME" (registered in the Public Registry of article 14, Law 4449/2017) for the ordinary audit of the annual and semi-annual financial statements of the Company (parent and consolidated) for the current financial year 2018 (01.01.2018-31.12.2018) and specifically of Mr. Serafeim Makris of Dimitrios (SOEL Registration Number 16311) as Ordinary Certified Auditor Accountant and of Ms. Konstantina Giannopoulou of Georgios (SOEL Registration Number 36881) as Deputy Certified Auditor Accountant.

With regard to the 6th issue, it unanimously approved the remuneration paid to the members of the Board of Directors for services provided to the Company during the closing financial year 2017 (01.01.2017-31.12.2017) and the period 01.01.2018-30.06.2018, whereas it pre-approved the remuneration payable to the Board members during the period 01.07.2018-31.12.2018 and until the next annual Ordinary General Meeting.

With regard to the 7th issue, it unanimously approved the provision of authorization, in accordance with article 23 paragraph 1 of C.L. 2190/1920, to members of the Board of Directors and the Managers of the Company to carry out transactions falling under any of the intended purposes of the Company on behalf of third parties and to participate in the Board of Directors or the Management of Group Companies (existing and / or future), which pursue the same, related or similar purposes.

With regard to the 8th issue, the Meeting unanimously granted the Company's Board of Directors with the authorization to proceed to a share capital increase according to the provisions of the article 13, paragraph 1, section b and c of the P.L. 2190/1920, partially or totally, for the next five (5) years and up to the amount of the current paid up share capital of the Company (6,328.812.96 €).

With regard to the 9th issue, it approved by majority the granting of an explicit and special mandate to the Company's Board of Directors in order to proceed with a stock option plan towards the members of the Board of directors, the Managers and the personnel of the Company as well as the associate / related companies in the form of a stock option, according to the provisions of the article 13, paragraph 14 of the C.L. 2190/1920. Furthermore, the Board of Directors will proceed into the specification of the terms and conditions of the above plan according to the effective legislative framework as well as into all other actions required for the appropriate implementation of the above procedure.

With regard to the 10th issue, the Meeting unanimously approved the Company's share capital increase by the amount of 586,001.20 Euros due to the capitalization of part of the "share premium reserve". The above capitalization was due the increase of the nominal value per Company's share by 0.05 Euro, meaning from 0.54 Euro to 0.59 Euro.

With regard to the 11th issue, the Meeting unanimously approved the Company's share capital decrease by the amount of 586,001.20 Euros via the reduction of the nominal value per Company's share by 0.05 Euro, meaning from 0.59 Euro to 0.54 Euro and the return of the respective amount to the Company's shareholders.

With regard to the 12th issue, the Meeting unanimously granted the Board of Directors with the relevant authorization in order for the latter to determine all the required dates and issues (ex-right date, determination of the entitled shareholders, commencement of payment, etc.) with regard to the execution of the above mentioned resolutions (issues 10th and 11th) concerning the Company's share capital increase and simultaneous decrease. The Board of Directors was also authorized to proceed with all the required actions in order to receive the necessary approvals from the pertinent authorities and act in appropriate manner with regard to the payment of the above amount, deriving from the share capital decrease, towards the entitled shareholders of the Company.

With regard to the 13th issue, the Meeting unanimously approved the relevant to the resolutions of the 10th and 11th issue of the daily agenda, amendment of the article 5, paragraph 1 of the Company's Articles of Association exactly in the draft form that had been announced by the Company in accordance with the article 27, paragraph 3, case d of PL 2190/1920, as it is currently in effect.

With regard to the 14th issue, following the filing into the General Electronic Commercial Registry (GEMI) of the amendment of the article 9 of the Company's Articles of Association regarding the composition of the Board of Directors, the Meeting approved by majority the verification of the election of the new Board of Directors and the appointment of the independent members which was implemented by the previous annual Ordinary General Meeting on 30th June 2017. At the same time, the Meeting approved by the same majority the entire deeds, statements and actions taken by the Board from its election date (30.06.2017) and until today.

With regard to the 15th issue, the annual Ordinary General Meeting of the Company's shareholders was fully informed, according to the provisions of the P.L. 2190/1920, about the election of the new member of the Board of Directors in replacement of the resigned Director of the Board of Directors, and specifically about the election of Ms. Aliki Benroubi that superseded the resigned Independent Non-Executive Member Ms. Ioannis Papamichalis for the remaining of his tenure (namely up until 30.06.2022). Following the above, the Meeting proceeded unanimously and according to the provisions of L. 3016/2002 with the appointment of Ms. Aliki Benroubi as independent non-executive member of the Board, given fact that the elected temporary Director fulfilled the required by the law conditions of independence.

With regard to the 16th issue, it unanimously approved the appointment of the Audit Committee according to the provisions of article 44 of Law 4449/2017, which consists of the following three (3) non-executive members of the Company's Board of Directors, namely: 1) Nikolaos Regkos of Eleftherios, 2) Aliki Benroubi of Sam Samuel and 3) Nikolaos Vlachos of Matthaios. All above members possess the adequate knowledge in the area of the Company's business activities, whereas they fulfill the requirements stipulated by law (independence from the audited entity and sufficient knowledge in auditing and accounting) and have been appropriately appointed as members of the Committee.

2. Increase and simultaneous decrease of share capital via the respective increase and decrease of the nominal value per share of the Company.

The annual Ordinary General Meeting of the Company's shareholders which took place on 29th June 2018, approved the following among other issues:

(a) The share capital increase of the Company by the amount of 586,001.20 Euro via the capitalization of part of the "share premium account" and the increase of the nominal value per share of the Company by 0.05 Euro, meaning from 0.54 Euro to 0.59 Euro and

(b) The share capital decrease of the Company by the amount of 586,001.20 Euro via the decrease of the nominal value per share of the Company by 0.05 Euro meaning from 0.59 Euro to 0.54 Euro and return / payment of the corresponding capital to the Company's shareholders.

Following the above increase and decrease of the Company's share capital via a corresponding increase and equivalent decrease of the nominal value per share, the Company's share capital amounts to 6,328,812.96 Euros, is fully paid in, and is divided into 11,720,024 common registered shares with a nominal value of 0.54 Euro per share.

On 20.07.2018, the decision of the General Secretary of Commerce and Consumer Protection of the Ministry of Finance and Development with protocol number 79230/20.07.2018 (ΑΔΑ: ΩΜΦΦ465ΧΙ8- 37Π) was filed into the General Electronic Commercial Registry (GEMI) under the registration code number 1428663. Via the above decision, it was approved the amendment of article 5 of the Company's Articles of Association.

The Corporate Actions Committee of the Athens Exchange, during its meeting on July 26th, 2018 was

informed about the equivalent increase and decrease of the Company's share capital, via the corresponding increase and decrease of the nominal value of the total number of shares of the Company and about the share capital return (amounting to 0.05 Euro per share) via a payment in cash towards the shareholders of the Company.

Following the above, from August 1st, 2018 the Company's shares were traded on the Athens Exchange with a final nominal value of 0.54 Euro per share and without the right to the share capital return (0.05 Euro per share) via a payment in cash towards the Company's shareholders.

From the same date, the starting price of the Company's shares at the Athens Exchange was settled in accordance with the Regulation of the Athens Exchange in combination with the decision no. 26 of the Board of Directors of the Athens Exchange.

The shareholders entitled to the share capital return were the ones registered in the records of D.S.S. (Dematerialized Securities System) as of August 2, 2018 (record date or the date determining the shareholders entitled to the above right) for the particular listed company.

August 8, 2018 was set as the commencement payment date for the share capital return (0.05 Euros per share).

The payment of the cash amounts concerning the share capital return commenced on August 8, 2018 and was performed via the "NATIONAL BANK OF GREECE" as follows:

  1. Via the account users / operators at the D.S.S. (banks, fiduciary parties and brokerage firms) according to the paragraph 4.1.3.4 of the Athens Exchange Regulation and the article 39 of the Operation Regulation of D.S.S. for the investors who have authorized their account users / operators to receive the dividends.

  2. Via the branch network of the "NATIONAL BANK OF GREECE S.A." for those shareholders who have not authorized their users or who have revoked the relevant authorization towards their users, or for those investors who possessed their shares in their Special Investor Account.

  3. Via a deposit made at the International Bank Account Number (IBAN), which the investor declared for the collection of the distributed amounts according to the article 13 of the Operation Regulation of D.S.S. and the decision no. 6 of the Board of Directors of ATHEXCSD, as currently in effect, for the investors who did not wish to receive the amounts via their account users / operators. It concerned only the investors who had declared an IBAN at the paying Bank "NATIONAL BANK OF GREECE S.A.".

The entitled shareholders were in position to collect the share capital return regarding the above "case 2" through the presentation of the Investor Account Code Number at D.S.S. as well as of the Police Identification Document (ID), either in person or via a legally authorized representative, at any branch of the above mentioned paying Bank (in such a case the relevant authorization documents also with the authenticated signature of the entitled shareholder would be also presented).

Following a period of twelve (12) months from the commencement date of the payment, meaning from the 8th of August 2019, the share capital return would be made only at the Company's offices (Tzima Location – Ifaistou agricultural street, Koropi, Attiki, P.C. 19400).

For additional information, the Company's shareholders may contact the Shareholders' Department of the Company (tel. +30 210 – 66 80 000).

3. Replacement of member of the Board of Directors and Composition of the new Board of Directors into body

On 22/6/2018, the Company announced to the investment community that the Board of Directors during its meeting on 21st June 2018 had elected Ms. Aliki Benroubi of Sam Samuel as Independent Non-Executive member. The new member superseded the resigned Independent Non-Executive Member Ms. Ioannis Papamichalis for the remaining of his tenure.

The election of the above mentioned Member of the Board of Directors was announced according to the required legal provisions in the immediately following Ordinary General Meeting of shareholders of the Company.

Following the above, the Company's Board of Directors was formed into body for the remaining term, meaning up until 30.06.2022, as presented below:

1) Georgios Ginosatis of Spyridon, Chairman of the Board and Chief Executive Officer of the Company (executive member),

2) Stamatios Ginosatis of Spyridon, Vice-Chairman of the Board and Deputy CEO of the Company, (executive member),

3) Asimina Ginosati of Dimitrios, Member of the Board of Directors (executive member),

4) Stamatina Ginosati of Georgios, Member of the Board of Directors (executive member),

5) Dimitrios Ginosatis of Stamatios, Member of the Board of Directors (non-executive member),

6) Spyridon Ginosatis of Stamatios, Member of the Board of Directors (non-executive member),

7) Nikolaos Vlachos of Matthaios, Member of the Board of Directors (non-executive member),

8) Nikolaos Regkos of Eleftherios, Member of the Board of Directors (independent non-executive member), and

9) Aliki Benroubi of Sam Samuel, Member of the Board of Directors (independent non-executive member).

The annual Ordinary General Meeting of the Company's shareholders was fully informed, according to the provisions of the P.L. 2190/1920, about the election of the new member of the Board of Directors in replacement of the resigned Director of the Board, and specifically about the election of Ms. Aliki Benroubi that superseded the resigned Independent Non-Executive Member Ms. Ioannis Papamichalis for the remaining of his tenure (namely up until 30.06.2022). Following the above, the Meeting proceeded unanimously and according to the provisions of L. 3016/2002 with the appointment of Ms. Aliki Benroubi as independent non-executive member of the Board, in view of the fact that the elected temporary Director fulfilled the required by the law conditions of independence.

4. Completion of the Company's new industrial building

The construction of the Company's new industrial building on a land plot of 9,904 square meters which is adjacent to the existing production facilities in Tzima location, Municipality of Koropi, was completed.

The new industrial building is a two-floor building with production facilities, storage spaces and offices covering a total area of 8,485 square meters, and is expected to boost the Company's production capacity.

SECTION Β΄

Major risks and uncertainties

Given its exporting activities and particularly its especially high extrovert strategy, the Group operates within an intense competitive global environment. The Group's general activities create various financial and other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The

Group's overall risk management program focuses on the volatility of financial markets and aims at minimizing the potential adverse effects of such volatility on the financial performance of the Group. The Group's financial assets and financial liabilities mainly consist of cash & cash equivalents, trade receivables, loans and other receivables, bank loans, as well as liabilities towards suppliers and related liabilities.

I. Financial risks

The most common financial risks which the Group is exposed to are the following:

Α. Exchange Rate Risk

The Group operates on a global level and realizes transactions in foreign currency, mainly a) in U.S. dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP).

The Group's exposure to foreign exchange risk mainly emerges from existing or expected cash flows in foreign currency (exports-imports), as well as from investments in foreign operations whose equity is exposed to exchange rate risk during the translation of their financial statements for consolidation purposes.

Part of the foreign exchange risk that emanates from transactions in foreign currency according to the above is hedged with the use of forwards in foreign currency and foreign exchange futures for purchase or sale of currency, depending on the needs each time.

The Group monitors on constant basis the movements of the above exchange rates. Despite the fact that the largest part of the carried out transactions are expressed in Euros, the particular risk exists, given the broader climate of uncertainty recently in the foreign exchange market, and may significantly affect the results of the Group.

A relevant analysis is presented in the note 5A of the annual financial statements, with regard to the above effect.

Β. Credit risk

The Group does not face significant credit risk until today. Trade receivables stem from a wide client base, both from Greece and mainly from abroad. The Group's turnover mainly consists of transactions with reliable and creditworthy firms and companies in general, with which it sustains a long-term collaboration and relation of mutual trust in the majority of cases. On this basis and in conjunction with the existing experience and continuous monitoring of the credit ability of each customer-counterparty the Group trades with, credit risk is estimated at relatively low levels. This fact is demonstrated by the non-existence of significant doubtful receivables over the last years.

It should be noted that the Group has established and systematically applies credit control procedures that aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific sales and cash collection terms are applied, while possible security is requested when deemed necessary. The Group continuously and systematically monitors the performance and financial position of its customers, in order to be pro-active and to evaluate the need to take specific measures per customer, also according to the market characteristics and difficulties where each customer operates in. No doubtful debtors exist that have not been covered by provisions for doubtful receivables.

It is also noted that the particular risk, although it exists, especially with regard to customers active in countries which have been hit by economic recession but also with regard to customers within the Greek region, due to the imposed capital controls concerning the banking transactions is considered for the time being as relatively limited and controllable in any case according to the historic data possessed by the Group and in the context of the precautionary measures that have been taken and as well as the procedures that have been established.

C. Liquidity risk

In General, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash inflows and outflows on a constant basis, in order for the Group to be able to smoothly meet its cash liabilities.

Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also be noted that there are adequate unused credit lines with financial institutions in order to

face any possible shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly seen in the domestic economy over the past years (imposition of capital controls, prolonged recession, etc.), has not yet appeared. As a result, the particular risk is assessed as manageable and is not expected to negatively affect the Group's results.

D. Cash flow risk due to changes in interest rates

The Group's operating revenues and cash flows are affected by changes in interest rates, particularly following the steep increase in the cost of capital during the past years, however the Group's relatively low level of bank debt render the above risk as controlled and not capable to materially affect the Group's activity and growth.

ΙΙ. Other Risks which the Group is exposed to

Α. Risk arising from competition of foreign and domestic firms

The competition in the international market where the Group and the Company activates is evolving stronger.

The Group via its fully staffed, equipped as well as constantly upgraded Research & Development Department, and based on its long-term presence in the sector along with the know how it possesses, manages to differentiate its products from the current competition and to present innovative diversified solutions. The quality of the Group's produced products, the brand name, especially the brand name of the Company, contribute decisively to this differentiation.

However, the particular risk is considerable given the strong competition that is observed in the international market place and it may materially affect the performance and the results of the Group during the current financial year, 2018.

Β. Risk of reduced demand due to consumption slowdown

The Group is active in an intensive and competitive global environment. Its specialized know-how in conjunction with the research, development and creation of new products and strong infrastructure in production equipment, assist the Group to remain competitive as well as expand or achieve its penetration in new markets.

The products of the Group are used mainly in food packaging which, since food is of first need, are usually affected the least from consumption slowdown, however they may be affected subsequently by external factors that may prevail in the markets in which the Group is active. External factors that may harm demand for the Group's products include the probability of illnesses in meat, the change in food and nutrition patterns, climate changes, a slowdown of the global economy etc.

During the present period and given that the general economic conditions continue to be characterized by relevant uncertainty and volatility constraints that lead frequently to a climate of negative psychology especially in the domestic and European market, but also to a more volatile behavior of the markets in general, the assessment of this risk remains as significant. Despite the fact that the Group's operation is directly linked to the food sector, which traditionally is less affected by any economic crisis, the current crisis and recession that have hit the domestic environment, also due to the capital controls imposed, indicate that the declining trend in demand will continue in the medium term.

For this reason, and until clear and final indications arise for a final reversal of the negative climate, the particular risk is considered as real and it may affect the performance and the results of the Group in the current financial year, however at a controllable degree.

C. Risk related to the cost of production

The Group due to lack of domestic production of raw materials, is exposed to price volatility of raw materials that it acquires internationally. This volatility may result from abrupt changes in oil production prices, other chemical products or other related reasons.

In order to reduce this risk, the Group's inventory and commercial policy is adjusted accordingly in order to diversify and transfer part of this risk, to the extent that this is possible and according to the

current conditions present each time as regards to competition. Nevertheless, if the cost of raw materials cannot be essentially transferred to the price of the final product, then this risk is considered as substantial and may negatively affect the Group's results.

Consumption of electric energy is also a significant cost factor as regards to the Group's production activity. In tackling this risk the Group has invested in low energy consumption equipment and at the same time it targets at developing and operating specialized energy management systems, thus intensifying its efforts towards a lower energy cost. In any case, the particular risk is always viewed by the Company's Management as real and may potentially affect the results of the Group, especially if in the context of the electricity sector's restructuring the pertinent authorities proceed with new increases in the supply cost of the Company.

D. Risks related to work safety

Work safety for the Group's employees is a top priority and necessary condition when operating its production facilities. A workplace plan that focuses on establishing a safety culture throughout all the Group's activities and operations, as well as on targeting the constant training and education of the Company's personnel is applied on a continuous and constant basis. Moreover, broad educational programs are applied to systematically and fully train and educate employees on workplace safety and hygiene issues. The application of such programs is continuously reviewed by the Company's relevant Department.

E. Environmental risks

Protection of the environment and sustainable development are fundamental principles for the Group. For this reason, the Group takes strict measures in the areas where it operates, which in several cases extend further than those imposed by law. The Group invests in best available techniques for protecting the environment, it closely monitors planned changes in environmental law and it ensures to take the necessary measures in advance so as to avoid any risk of not complying with the new law once being in effect in a prompt manner.

F. Risks due to the capital controls imposed on the Greek banking system

With the Act of Legislative Content as of 28.06.2015, the Greek banks entered into a bank holiday whereas capital controls were imposed following the respective decisions of the Ministry of Finance. The bank holiday ended on 20.07.2015, however the capital controls remain in effect, although they have been relaxed to some degree.

Given the Company's strong export orientation (with exports representing nearly 83% of its turnover), the capital controls imposed did not affect until today, and most likely in the future, the business activities of the Company and the Group. It is noted that the Company has ensured the continuous and sufficient supply of raw materials needed for the production process.

G. Risk related to the referendum in United Kingdom

The Group activates in the United Kingdom through both the parent Company as well as the subsidiary company «FLEXOPACΚ TRADE AND SERVICES UK LIMITED».

Following the referendum that took place in the United Kingdom on 23rd June 2016 and the consequent decision concerning the country's exit from the European Union, and taking also into account that the negotiating parties entered recently into an agreement for the transitional period before the finalization of Britain's exit from the European Union, even though the terms and conditions of the so-called exit have not been fully clarified yet, the Management is not in position to express any views with regard to the risks, the results, the effect and the potential repercussions from the particular event on the trading activity and the financial results of the Group and the Company.

SECTION C Significant transactions with related parties

Semi-Annual Financial Report for the period from 1 January to 30 June 2018

The present section includes the most important transactions carried out between the Company and its related parties during the period 1.1.2018-30.6.2018 as defined by IAS 24 and in particular:

a) Transactions between the Company and each related party that materially affected the financial position or performance of the Company during the specific period.

b) Any changes in the transactions between the Company and each related party described in the last Annual Report, which could have a material effect on the financial position or performance of the Company during the period 1.1.2018-30.6.2018.

It is noted that the following reference to those transactions, includes the following elements:

(a) The amount of such transactions

(b) The outstanding balance of these transactions at the end of the reporting period

(c) The nature of the related party relationship with the Company and

(d) Any information on transactions, which is necessary for the understanding of the financial position of the Company, but only if such transactions are material and have not been concluded under normal market conditions.

The most significant transactions carried out during the period 1.1.2018-30.6.2018 between the Company and its associates (as defined by IAS 24) are presented in the following table.

Sales of
goods and
Purchases of
goods and
COMPANY services services Receivables Liabilities
FLEXOPACK POLSKA Sp. Zo.o 1,893 2,683 3,912 1,294
FLEXOSYSTEMS Ltd -Belgrade 342 0 135 0
FLEXOPACK PTY LTD- AUSTRALIA 5,704 2 8,900 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 1,178 0 1,304 0
FLEXOPACK INTERNATIONAL LIMITED 0 0 0 0
INOVA SA 111 0 90 0
VLAHOU BROS SA 1,119 31 947 30
10,345 2,715 15,288 1,324
Benefits towards management and executives
Transactions and remuneration of senior executives and management 871
Receivables from senior executives and management
Liabilities towards senior executives and management 56

Notes:

It is also noted:

  1. No other transactions related to the Company parties exist according to the provisions of the International Accounting Standard 24 apart from the above mentioned.

  2. No loans or any other credit facilitations have been granted to the Board members or other senior executives of the Company and their families.

  3. Apart from the above fees, no other transactions exist between the Company and the directors and the members of the Board.

  4. In the context of its ordinary activity the Company has provided a guarantee towards a bank, in favor of its subsidiary «FLEXOPACK PTY LTD» which is based in Australia, with a maximum guarantee amount of 74,000 Euros approximately.

  5. The Company has granted to a banking institution based in Poland (a) a guarantee for a maximum amount of 2.5 million Euros, as insurance against the repayment of a long-term bank loan, of 2.5

million Euros, granted to its subsidiary company «FLEXOPACK POLSKA Sp. Zo.o». The balance of the above loan as of 30.06.2018 had settled at 1.607 million Euros. (b) a guarantee for a maximum amount of 1.35 million PLN (317,000 Euros approximately) as insurance against the repayment of a short-term credit line towards the above subsidiary.

  1. The Company has provided a 5-year loan of 500 thousand Euros to its subsidiary «FLEXOPACK PTY LTD», based in Australia, for the implementation of the latter's ongoing investment plan which concerns the development and installation of production facilities. The current balance of the above loan is estimated at 200 thousand euro as of 30.06.2018. It is included in the above table of related party transactions concerning transactions between the Company and its affiliates.

  2. There were no changes in the transactions between the Company and its related parties that could have a material effect on the financial position and performance of the Company for the period 1.1.2018-30.6.2018.

  3. The transactions described above have been concluded under normal market conditions and contain no exceptional or individual trait which would render imperative the further analysis of them or the analysis of them per related party.

  4. There is no separate transaction that exceeds 10% of the value of the assets of the Company, as reflected in its latest published statements.

  5. There is no separate transaction which may be regarded as significant within the meaning of Circular no. 45/2011 of the Hellenic Capital Markets Commission.

  6. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the Group's consolidated financial statements.

The transactions which were carried out during the period 1.1.2017-30.6.2017 between the Company and its related parties (within the meaning of IAS 24), are depicted in the following table:

COMPANY goods and
services
Sales of Purchases of
goods and
services
Receivables Liabilities
FLEXOPACK POLSKA Sp. Zo.o 2,203 1,745 3,976 798
FLEXOSYSTEMS Ltd -Belgrade 223 0 130 0
FLEXOPACK PTY LTD- AUSTRALIA 5,077 8 8,513 5
FLEXOPACK TRADE AND SERVICES UK LIMITED 389 0 524 0
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS 0 o o 0
INOVA SA 145 137 1
VLAHOU BROS SA 1,252 76 1,012 47
9,289 1,830 14,290 850
Benefits towards management and executives
Transactions and remuneration of senior executives and management
560
Thence city to the normality electricity control executives and memorgenicity. ---
Receivables from senior executives and management
Liabilities towards senior executives and management

SECTION D

Development, performance and financial position

The present section includes a condensed depiction of the evolution, performance and activities of the Group and the Company.

Α. Items of the Statement of Financial Position

Below, the items of the Statement of Financial Position in the First Half 2017 are presented, along with the most important changes compared to the one of 31/12/2017.

STATEMENT OF FINANCIAL POSITION

GROUP COMPANY
ASSETS 30/6/2018 31/12/2017 Ch. % Ch. 30/6/2018 31/12/2017 Ch. % Ch.
Non-current assets 55,444 52,708 2,737 5.2% 53,400 51,101 2,300 4.5%
Cash and cash equivalents 13,027 12,046 982 8.2% 10,463 9,339 1,124 12.0%
Other current assets 38,279 37,422 857 2.3% 40,866 38,775 2,091 5.4%
Total Assets 106,751 102,176 4,576 4.5% 104,729 99,214 5,515 5.6%
EQUITY & LIABILITIES
Total Shareholders' Equity 64,194 61,596 2,598 4.2% 66,857 63,382 3,475 5.5%
Non-controlling interests 0 0 0 0% 0 0 0 0%
Total Equity 64,194 61,596 2,598 4.2% 66,857 63,382 3,475 5.5%
LIABILITIES
Long-term liabilities 9,604 10,551 -948 -9.0% 8,357 9,125 -768 -8.4%
Provisions / Other long-term
liabilities
4,123 4,490 -367 -8.2% 3,844 4,073 -229 -5.6%
Short-term bank liabilities 6,205 6,182 24 0.4% 5,486 5,411 75 1.4%
Other short-term liabilities 22,626 19,357 3,268 16.9% 20,185 17,223 2,962 17.2%
Total Liabilities 42,558 40,580 1,978 4.9% 37,872 35,832 2,040 5.7%
Total Equity & Liabilities 106,751 102,176 4,576 4.5% 104,729 99,214 5,515 5.6%

There were no important changes in the consolidated statement of financial position on 30/6/2018 compared to the one of 31/12/2017.

The total liabilities of the Group on 30/6/2018 settled at 42.558 million euro whereas the shareholders' funds amounted to 64.194 million euro.

Β. Items of the Statement of Income

Below, the items of the Statement of Income during the period 1.1-30.6.2018 are presented, along with the most important changes compared to the first half of 2017.

1/1-
30/6/2018
1/1-
30/6/2017 Change % Ch. 1/1-
30/6/2018
1/1-
30/6/2017
Change % Ch.
41,841 39,390 2,451 6.2% 36,595 34,903 1,692 4.8%
10,746 9,506 1,240 13.0% 9,471 8,470 1,000 11.8%
(4,807) (4,599) (208) 4.5% (3,432) (3,203) (229) 7.2%
5,939 4,906 1,033 21.0% 6,039 5,268 771 14.6%
(320) (340) 20 -5.9% (279) (294) 15 -5.1%
(448) (43) (405) 948.1% 55 (224) 279 -124.8%
216 134 83 62.0% - - - -
5,387 4,657 730 15.7% 5,815 4,750 1,065 22.4%
(1,805) (1,377) (428) 31.1% (1,713) (1,375) (338) 24.6%
3,582 3,280 302 9.2% 4,102 3,376 726 21.5%
- -
3,582 3,276 306 9.4% - -

STATEMENT OF TOTAL INCOME

The following are noted with regard to the items of the consolidated statement of income concerning the interim period 1/1/-30/6/2018 versus the corresponding period of the previous fiscal year.

The increase of the consolidated sales by 6.2% resulted into higher gross profit by 13%.

This fact in conjunction with the containment of the rate of increase in operating expenses, which settled at 11.7% of turnover versus also 11.7% in the same period of the previous year, resulted into the higher operating earnings by 21% at 5.939 million Euros.

The small decrease of the financial expenses as well as the increase of the other financial results (expenses) in combination with the earnings deriving from the share in the results of associate companies led the earnings before taxes to increase by 15.7% compared to the same period last year and settle at 5.387 million Euros.

It is noted that the losses depicted by the financial results were due to the foreign exchange differences deriving from the valuation of liabilities into Euro with regard to the Group's subsidiaries which activate in Poland and Australia.

C. Items of the Statement of Cash Flows

STATEMENT OF CASH FLOWS

GROUP COMPANY
1/1-30/6/2018 1/1-30/6/2017 1/1-30/6/2018 1/1-30/6/2017
Net cash flows from operating activities 7,132 3,856 5,968 2,554
Net cash flows from investment activities (4,840) (6,966) (3,854) (4,319)
Net Cash flows from financing activities (1,241) 1,789 (990) 2,108
Net (decrease)/ increase in cash and cash
equivalents
1,051 (1,320) 1,124 342
Cash and cash equivalents at the beginning of
the period
12,046 15,375 9,339 11,937
Effect from foreign exchange differences (69) 5 0 0
Cash and cash equivalents at the end of the
period
13,027 14,060 10,463 12,279

D. Alternative Performance Measures (APM)

The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the historic or future financial performance with regard to the financial position or the cash flows. The APM is not stipulated or required by the existing framework of financial information (IFRS).

The general principle of the Group is to present the particular alternative performance measures in a clear and transparent manner so that these indicators are appropriate and useful for decision making purposes by the readers of the financial statements.

The APM should be taken into consideration always in conjunction with the financial results that have been prepared in accordance with the IFRS and in no case should they replace them.

The Management monitors the following performance measures:

a) Capital Management

The goals of the Group with regard to the capital management refer to the uninterrupted course and development of its business activities, the assurance of the financing of investment plans and the optimal allocation of capital targeting the reduction of cost of capital.

For the purposes of capital management, the Group systematically monitors the ratio:

"Net bank debt to Total employed capital".

The net bank debt is calculated as the total short-term and long-term interest bearing liabilities minus the total cash and cash equivalents.

The total capital employed is calculated through the sum of the net bank debt and the total equity.

The respective ratios as of 30th June 2018 and 31st December 2017 evolved as follows:

Semi-Annual Financial Report for the period from 1 January to 30 June 2018

CAPITAL MANAGEMENT

Group Company
30/6/2018 31/12/2017 30/6/2018 31/12/2017 Note
Long-term debt obligations 9,604 10,551 8,357 9,125 Statement of
financial position
Statement of
Short-term bebt obligations 6,205 6,182 5,486 5,411 financial position
Total bank debt
Minus : Cash and cash
15,809 16,733 13,843 14,536 Statement of
equivalents 13,027 12,046 10,463 9,339 financial position
Net Bank Debt (1) 2,781 4,687 3,380 5,197 Statement of
Total Equity (2) 64,194 61,596 66,857 63,382 financial position
Total Employed Capital
(1)+(2)
66,975 66,283 70,237 68,579
Net Bank Debt / Total
Employed Capital
4.2% 7.1% 4.8% 7.6%

The Group may affect its capital structure via the repayment or the collection of additional bank debt, through share capital increase or return of capital to shareholders, and via the distribution or not of dividends and through other distributions.

b) Earnings before interest, taxes, depreciation and amortization (EBITDA)

During the period 1/1/-30/6/2018 and the corresponding period of the previous fiscal year, the particular item settled as follows:

GROUP
1/1-
30/6/2018
1/1-
30/6/2017
COMPANY
1/1-
30/6/2018
1/1-
30/6/2017
Note
Operating Profit 5,939 4,906 6,039 5,268 Statement of
Income
Depreciation of tangible fixed assets 1,792 1,718 1,342 1,445 Cash Flow
Statement
Amortization of intangible assets 140 132 140 132 Cash Flow
Statement
Amortization of investment grants (128) (180) (128) (180) Cash Flow
Statement
EBITDA 7,743 6,578 7,392 6,666

SECTION E

Significant events after 30th June 2018 and until the preparation of the current Report – Other information

  1. There are no other significant events which took place after the end of the reporting period (01.01- 30.06.2018) and until the preparation date of the current Report, events that may be worth mentioning in the current Report.

  2. None of the companies participating in the consolidation, own shares or interests of par. 1e article 26 of Law 4308/2014.

  3. None of the Group's companies has branches, apart from the parent Company whose old building, which is located across from the new industrial plan, is considered as a branch. During the reporting period (01.01.2018-30.06.2018), there was no transfer of domicile for any of the Group's companies, nor was any decision made regarding the opening or operation of any branch.

  4. The Company has a special Research and Development Department, consisting of high standard scientific and specialized personnel, which promotes activities for the development of new products and the improvement of existing products.

SECTION F

Elements and estimates for the course of activities during the 2nd Half of 2018

Given Group's strong export orientation, the prospects, results and the course of both the Company and the Group for the 2nd half of the current year 2018 depend directly on the conditions prevailing in the global as well as the domestic economy and market.

Currently, there are external factors which create fair and well justified doubts over the course of the global economy such as for example the conclusion of the Brexit deal, the sudden effect from the economic crisis in Turkey, the tariff war which is under progress among various countries and affects the global trade, the need of finding a mutually accepted solution on the front of the refugee crisis, the abrupt changes arising due to the aggravation of international relations, etc.

With regard to the domestic economy, although the climate of the political instability and uncertainty has been controlled, the imposed capital controls on the free movement of capital continue to exist, despite the fact that the respective framework continues to improve towards further relaxation of the measures, there is some evidence that after a long period of recession, a return to economic growth is under way along with the improvement of the conditions in the operation of businesses and the increase of corporate investments.

Since the various developments cannot be anticipated or estimated with any certainty, it is concluded that any view concerning the course of the Group's business activities and financial results during the second half of the year 2018 is precarious.

The Group's strategy is summarized as following:

  • Improvement and continuous development of the spectrum of produced products, with an emphasis on high-quality product diversification compared to competition.

  • Ongoing and systematic monitoring of market trends and needs, in order for the extracted products to cover the market's existing but also new needs, as well as to satisfy the customer needs.

  • Further enhancement of the modern production methods in order to meet the following targets: Reduction of energy consumption and carbon footprint and contribution to sustainable development.

  • Further penetration of the international markets via the maintenance or expansion of the Company's partnerships or through the creation of new fixed facilities for the utilization of the Group's knowhow.

  • Expansion of the facilities of the Company and its subsidiaries with the aim to directly and more efficiently service the customer base, and finally

  • Continuous development of the organizational and operating structures aiming at the further increase of efficiency, and the further reduction of costs.

Koropi, 12 September 2018 THE BOARD OF DIRECTORS

CHAPTER 3 : Review Report of the Interim Financial Information

Towards the Shareholders of the Company

"FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY"

Introduction

We have reviewed the accompanying condensed separate and consolidated statement of financial position of "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" as of June 30th 2018 and the relevant condensed separate and consolidated statements of income and other comprehensive income, changes in equity and cash flows for the six-month period ended on the aforementioned date, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an inseparable part of the half-year financial report of L. 3556/2007. Management is responsible for the preparation and presentation of the interim condensed financial information, in accordance with the International Financial Reporting Standards as such have been adopted by the European Union and are applied in Interim Financial Reporting (International Accounting Standard "IAS" 34). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and of applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as these have been incorporated into the Greek Legislation, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.

Athens, 13 September 2018

Makris D. Serafeim The Certified Auditor Accountant Certified Auditor (SOEL) Reg. No. 16311.

Chartered Auditors Accountants S.A. (SOL S.A.) Member of Crowe Horwath International 3 Fokionos Negri Street, 11257 Athens Greece Certified Auditors Association Reg. No. 125

CHAPTER 4 : Interim Condensed Financial Statements

Interim Condensed Financial Statements for the period from January 1st to June 30th 2018

In accordance with the International Financial Reporting Standards

and specifically in accordance with I.A.S. 34 – Interim financial reporting.

Statement of Financial Position

GROUP COMPANY
ASSETS Note 30/6/2018 31/12/2017 30/6/2018 31/12/2017
Non-current assets
Tangible Assets 49.917 47.339 37.614 36.275
Goodwill 252 252 0 0
Intangible Assets 1.724 1.789 1.724 1.789
Investments in subsidiary companies 3.1 0 0 11.367 10.249
Investments in associate companies 3.2 3.252 3.036 2.199 2.199
Other Long-term Receivables 298 291 495 588
Total non-current assets 55.444 52.708 53.400 51.101
Current assets
Inventories 18.251 17.377 12.546 11.887
Trade Receivables 12.853 12.254 22.783 20.432
Other Receivables 7.175 7.791 5.536 6.456
Cash and cash equivalents 13.027 12.046 10.463 9.339
Total current assets 51.307 49.468 51.329 48.114
Total Assets 106.751 102.176 104.729 99.214
EQUITY & LIABILITIES
Share capital 5.11 6.329 6.329 6.329 6.329
Share premium 5.11 4.019 4.605 4.019 4.605
Capital Reserves 16.980 16.948 17.260 16.895
Retained Earnings 36.866 33.714 39.250 35.554
Total Shareholders' Equity 64.194 61.596 66.857 63.382
Non-controlling interests 0 0 0 0
Total Equity 64.194 61.596 66.857 63.382
LIABILITIES
Long-term liabilities
Deferred tax liabilities 2.212 2.247 2.326 2.427
Provision for employee benefits 854 854 854 854
Government grants 426 553 426 553
Long-term bank liabilities 9.604 10.551 8.357 9.125
Other long-term liabilities 224 449 0 0
Other provisions 408 386 238 238
Total Long-term Liabilities 13.727 15.041 12.201 13.198
Short-term liabilities
Suppliers and related liabilities 16.916 15.484 14.500 13.352
Liabilities from income tax 5.709 3.873 5.686 3.871
Short-term bank liabilities 6.205 6.182 5.486 5.411
Total Short-term Liabilities 28.831 25.539 25.671 22.634
Total Liabilities 42.558 40.580 37.872 35.832
Total Equity & Liabilities 106.751 102.176 104.729 99.214

Statement of Income

GROUP COMPANY
Continuing Operations Note $1/1$ -
30/6/2018
$1/1$ -
30/6/2017
$1/1-$
30/6/2018
$1/1 -$
30/6/2017
Turnover 41.841 39.390 36.595 34.903
Cost of Sales (31.096) (29.885) (27.124) (26.433)
Gross Profit 10.746 9.506 9.471 8.470
Other operating income 390 323 338 327
Administrative expenses (1.925) (1.824) (1.436) (1.315)
Research & Development Expenses (517) (425) (516) (398)
Distribution expenses (2.675) (2.635) (1.739) (1.779)
Other operating expenses (80) (39) (79) (38)
Operating Results 5.939 4.906 6.039 5.268
Financial income 1 4 19 27
Financial expenses (321) (345) (297) (321)
Other Financial Results (448) (43) 55 (224)
Proportion of associate companies' Result 216 134 0 0
Earnings before taxes 5.387 4.657 5.815 4.750
Income tax 5.6 (1.805) (1.377) (1.713) (1.375)
Earnings after taxes 3.582 3.280 4.102 3.376
Allocated to:
-Shareholders of the parent 3.582 3.276 4.102 3.376
-Non-controlling interests 0 5 0 0
3.582 3.280 4.102 3.376
Basic Earnings per share that
correspond to the parent's
shareholders (Euro per share)
5.8 0,3057 0,2795 0,3500 0,2880

Statement of Comprehensive Income

GROUP COMPANY
Continuing Operations 1/1
30/6/2018
1/1
30/6/2017
$1/1$ -
30/6/2018
$1/1$ -
30/6/2017
Earnings after taxes 3.582 3.280 4.102 3.376
Other comprehensive income
Amounts which may be transferred into the
results in subsequent periods
Foreign exchange differences from
consolidation of foreign subsidiaries (333) 147 0 0
Future contracts on currency - Cash flow
hedging 0 73 0 73
Other comprehensive income after taxes (333) 220 0 73
Total comprehensive income after
taxes
3.249 3.500 4.102 3.448
Allocated to:
-Shareholders of the parent 3.249 3.493 4.102 3.448
-Non-controlling interests 0 8 0 0
3.249 3.500 4.102 3.448

Consolidated statement of changes in equity

GROUP Share
capital
Share
premium
FX
differences
from
Reserves consolidation
Retained
earnings
Non-
controlling
Total interests
Total Equity
Balance as at 1/1/2017 6.329 4.605 16.288 (238) 26.937 53.920 68 53.988
Earnings after taxes 0 0 0 0 3.276 3.276 5 3.280
Other comprehensive income after taxes 0 0 73 144 0 217 3 220
Transfer to Reserves (Ordinary Reserve) $\bf{0}$ 0 292 0 (292) 0 0 0
Balance as at 30/6/2017 6.329 4.605 16.652 (94) 29.921 57.413 75 57.488
Balance as at 1/1/2018 6.329 4.605 17.008 (59) 33.714 61.596 0 61.596
Change in accounting policy (Note 2) 0 0 0 0 (65) (65) 0 (65)
Adjusted Balance as at 1/1/2018 6.329 4.605 17.008 (59) 33.649 61.531 0 61.531
Earnings after taxes 0 0 0 0 3.582 3.582 0 3.582
Other comprehensive income after taxes 0 0 0 (333) 0 (333) 0 (333)
Transfer to Reserves (Ordinary Reserve) 0 0 365 0 (365) 0 0 0
Share capital increase (Note 5.11) 586 (586) 0 0 0 0 0 0
Share capital decrease (Note 5.11) (586) 0 0 0 0 (586) 0 (586)
Balance as at 30/6/2018 6.329 4.019 17.372 (392) 36.866 64.194 0 64.194

Statement of changes in Parent Company's equity

COMPANY Share capital Share
premium
Reserves Retained
earnings
Total Equity
Balance as at 1/1/2017 6,329 4,605 16,175 28,862 55,971
Earnings after taxes 0 0 0 3,376 3,376
Other comprehensive income after taxes 0 0 73 0 73
Transfer to Reserves (Ordinary Reserve) 0 0 292 (292) 0
Balance as at 30/6/2017 6,329 4,605 16,539 31,946 59,419
Balance as at 1/1/2018 6,329 4,605 16,895 35,554 63,382
Change in accounting policy (Note 2) 0 0 0 (41) (41)
Adjusted Balance as at 1/1/2018 6,329 4,605 16,895 35,513 63,341
Earnings after taxes 0 0 0 4,102 4,102
Other comprehensive income after taxes 0 0 0 0 0
Transfer to Reserves (Ordinary Reserve) 0 0 365 (365) 0
Share capital increase (Note 5.11) 586 (586) 0 0 0
Share capital decrease (Note 5.11) (586) 0 0 0 (586)
Balance as at 30/6/2018 6,329 4,019 17,260 39,250 66,857

The accompanying notes constitute an inseparable part of the financial statements.

Statement of Cash Flows

GROUP COMPANY
Indirect method $1/1-$ $1/1$ - $1/1-$ $1/1-$
30/6/2018 30/6/2017 30/6/2018 30/6/2017
Cash flows from operating activities
Earnings before taxes 5.387 4.657 5.815 4.750
Adjustments on Earnings for:
Depreciation of tangible assets 1.792 1.718 1.342 1.445
Amortization of intangible assets 140 132 140 132
Provisions 27 97 0 97
Impairment $\bf{0}$ $\bf{0}$ 0 0
Foreign exchange differences 448 209 (55) 164
Profit/(Loss) from the sale of tangible assets (73) (62) (1) (62)
Amortization of investment grants (128) (180) (128) (180)
Interest income (1) (29) (19) (27)
Interest expenses 321 369 297 321
Share of results in associate companies (216) (134) 0 0
Total adjustments on Earnings for Cash Flows 2.310 2.121 1.576 1.891
7.697 6.778 7.391 6.641
Working capital changes
(Increase) / decrease of inventories (1.100) (1.808) (660) (1.075)
(Increase) / decrease of receivables (208) (3.079) (1.324) (3.467)
Increase/ (decrease) of liabilities 744 1.967 561 454
(564) (2.919) (1.423) (4.087)
Cash flows from operating activities 7.133 3.858 5.968 2.554
minus: Income tax paid (1) (2) 0 (0)
Net cash flows from operating activities 7.132 3.856 5.968 2.554
Cash flows from investment activities
Share capital increase of subsidiary $\bf{0}$ $\bf{0}$ (1.118) 0
Purchases of tangible fixed assets (4.850) (6.942) (2.683) (4.299)
Purchases of intangible assets (75) (127) (75) (127)
Receipts from sale of tangible and intangible assets 85 103 3 79
Interest received $\mathbf{1}$ 0 19 27
Net cash flows from investment activities (4.840) (6.966) (3.854) (4.319)
Cash flows from financing activities
Receipts from issued/collected loans 75 9.060 75 9.000
Payment of loans (995) (6.902) (768) (6.571)
Interest paid (321) (369) (297) (321)
Net Cash flows from financing activities (1.241) 1.789 (990) 2.108
Net (decrease)/ increase in cash and cash equivalents 1.051 (1.320) 1.124 342
Cash and cash equivalents at the beginning of the period 12.046 15.375 9.339 11.937
Effect from foreign exchange differences (69) 5 0 0
Cash and cash equivalents at the end of the period 13.027 14.060 10.463 12.279

Selective explanatory notes on the Interim Financial Statements

1. General Information on the Company and Group

The Group operates in the sector of producing flexible plastic packaging items mainly for the food industry but also for other advanced special applications.

The Company "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" (hereafter mentioned as "the Company" or "FLEXOPACK") is specifically active in the production of flexible plastic packaging materials that broadly appeal to many sectors, the most important of which is the food packaging sector. The Company has developed advanced know-how in the production of multiple layer packing films, holding the leading position in the Greek market as the competition comes from a limited number of companies that are active abroad.

The Company was initially established as a General Partnership in 1979 in Koropi Attica. In 1998 it is converted from a General Partnership to a Société Anonyme, its current form, under the corporate name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY", according to L. 1297/1972 and C.L. 2190/1920 (Gov. Gazette 11/5.1.1989, S.A. and L.T.D. issue). The company's base (constitutive and administrative) is located at the Municipality of Koropi Attica, at the location Tzima (Postal Code 194 00, tel.: + 30 210 6680000) and is registered in the General Commercial Registry with GEMI number 582101000.

Its duration has been set to 50 years.

The company's building facilities are situated at the Tzima location in Koropi Attica, in two self-owned plots with a total area of 29,432 sq. m. The total useful area of the building facilities amounts to 25,700 sq.m. approximately.

From September 1995, the Company operates and is a holder of the ISO 9001 quality assurance certificate for research, development, production, distribution and technical support of its products. The aforementioned certificate has been granted to the Company from the company Βureau Veritas.

Furthermore, in April 2003 the Company was certified with the new hygiene standard, the British Retail Consortium (BRC). This standard – with pan European recognition – introduces very high hygiene, products security and quality demands.

The Company's shares are listed and traded on the Athens Exchange from April 1996 (OASIS Code: ΦΛΕΞΟ).

2. Basis for the preparation of the financial statements

The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of June 30th, 2018 covering the period from January 1st up to June 30th, 2018 have been prepared in accordance with the International Financial Reporting Standards (IFRS), as such have been adopted by the European Union, and specifically have been prepared in accordance with the provisions of I.A.S. 34 "Interim Financial Reporting".

Also, the financial statements have been prepared based on the historic cost principle and the going concern principle with regard to the Group's business activities.

The consolidated interim condensed financial statements of the Company include the financial statements of the parent Company FLEXOPACK PLASTICS SA, as well as those of its subsidiaries, presented in the section "3. Group's Structure and consolidation method of companies".

The interim financial statements are expressed in thousand euro. It is noted that any differences in summations of the interim financial statements and analysis are due to rounding.

The accounting principles, based on which the accompanying condensed financial statements have been prepared, are consistent with those applied for the preparation of the 2017 annual financial statements. A detailed description of the basis for the preparation as well as the basic accounting principles of the financial statements for the reporting period (1.1.-30.6.2018), have been presented in the 2017 annual financial statements, which were prepared according to the International Financial Reporting Standards (IFRS).

Therefore, the financial statements of the present reporting period should be read together with the 2017 annual financial statements, in order for the reader to receive more complete information.

Changes in accounting policies

It is noted that the Group applied since 01.01.2018 the simplified approach of IFRS 9 regarding the impairment of the balances of trade receivables based on the expected credit losses.

The adoption of the new standard, IFRS 9, was made without the revision of the comparative information and therefore the adjustments that emerged from the new impairment rules have not been recorded in the financial position of 31st December 2017. Instead they were recognized in the opening financial position of 1st January 2018.

The total effect settled at 65 thousand Euros for the Group and 41 thousand Euros for the Company and was recognized in the account "Results carried forward".

2.1 Significant accounting judgments, estimations and assumptions

The preparation of financial statements according to IFRS requires management to make decisions, perform estimations and use assumptions that affect the amounts presented in the financial statements, the assets, liabilities, as well as the disclosure of contingent assets and liabilities during the preparation date of the financial statements and the published income and expenses amounts for the reporting period. The actual results may differ from such estimations.

Estimations and judgments by the Management are continuously evaluated and are based on empirical data and other factors, such as expectations for future events considered probable under specific conditions.

Specific amounts which are included or affect the financial statements, and the relevant disclosures, must be estimated. During the estimations, assumptions must be created as regards to the values or conditions that cannot be known with certainty during the preparation period of the financial statements. An important accounting estimation is considered as one that is important for the depiction of the company's financial position and results and demands the most difficult, subjective or complicated judgments by management, often as a result of the need to create estimations regarding the effect of assumptions which are uncertain. The Group evaluates such estimations on a constant basis, based on the results of the past and based on experience, meetings with specialists, trends and other methods that are considered appropriate under the specific circumstances.

The significant accounting judgments, estimations and assumptions that refer to data, the evolution of which could affect the financial statements' accounts, are the following.

Estimated impairment of the value of investments in subsidiaries and associates

The Group, with the exception of goodwill which is being tested for impairment on annual basis, performs the relevant impairment audit of its investments' value when events or conditions increase the probability of such impairment. The recovered amounts of the cash flow generating units have been estimated according to the calculations of the value in use. For the calculation of the value in use, the estimated future cash flows are discounted into present value with the use of a discount factor.

The determination of the future flows is performed after in-depth analysis and estimates by the management with regard to the level of future profitability as well as the assessment of the existing conditions in the market. The basic assumptions which are being utilized are related to the following factors: Discount rate, levels of sales in the next 5-year period, gross profit margin and growth rate after the 5-year period.

The above calculations require the use of estimates.

Useful life of tangible fixed assets

The Management makes certain estimations regarding the useful life of depreciated fixed assets.

Provisions for impairment of trade receivables

The Group makes provisions for doubtful receivables in relation to certain customers when there is evidence or when there are certain elements which indicate that the cash collection with regard to a particular claim is not likely to occur. The Management of the Group proceeds with a periodical reassessment of the adequacy of the provision regarding the doubtful receivables in relation to its credit policy and according to the data of the Group's Legal Department. These data derive from the processing of historical information and from recent developments concerning cases under examination.

Income taxes of tax un-audited financial years

The provision for income tax, according to IAS 12, requires judgment and is calculated by estimating the taxes that will be paid to the tax authorities.

There are many transactions and calculations which render the final determination of the tax uncertain. The Company recognizes liabilities from expected tax audits, based on estimates of whether or not additional taxes will be imposed. If the final outcome of the audit is different from the initially recognized, then the difference will affect the income tax of the period.

Recovery of deferred tax receivables

A deferred tax receivable is recognized for all unutilized tax losses to the extent that there will be sufficient taxable earnings in future in order to be offset with these tax losses. For the determination of the amount of the deferred tax receivable which may be recognized there is the requirement of judgments and estimations that must be made by the Group's Management. These are based on the future taxable earnings in combination with the tax policies that will be followed in the future.

Obsolescence of inventories

Appropriate provisions are being performed for obsolete and useless inventories whenever it is deemed appropriate and necessary. The reductions of the inventory value at the net liquidation value and the other losses from the inventories are recorded in the statement of results during the period when they appear.

3. Group Structure and consolidation method of companies

The Group's companies with the respective addresses, and percentages by which the Group participates in their share capital, as well as the respective consolidation method in the consolidated financial statements, are presented below.

Name Domicile Activity %
Participation3
0/6/2018
%
Participation
31/12/2017
Type of
Participation
Relationship
that dictated
the
consolidation
Year of
Acquisition
Subsidiary Companies via Full Consolidation Method
Production - Flexible
FLEXOPACK AEBE Koropi - Attica plastic packaging Parent Parent
The
Malbork Production - Flexible participation
FLEXOPACK POLSKA Sp. Zo.o Poland plastic packaging 100 100 Direct percentage 2007
The
Begrade Trading - Flexible participation
FLEXOSYSTEMS LTD - BELGRADE Serbia plastic packaging 100 100 Direct percentage 2010
The
FLEXOPACK INTERNATIONAL Larnaca participation
LIMITED-CYPRUS Cyprus Holding company
Trading -
100 100 Direct percentage 2014
Manufacturing The
Brisbane Flexible plastic participation
FLEXOPACK PTY LTD Australia packaging 100 100 Direct percentage 2014
The
Auckland New Trading - Flexible participation
FLEXOPACK ΝΖ LIMITED Zealand plastic packaging 100 100 Indirect percentage 2016
The
FLEXOPACK TRADE AND SERVICES Norwich Trading - Flexible participation
UK LIMITED England plastic packaging 100 100 Indirect percentage 2014
The
Brisbane participation
FLEXOPACK PROPERTIES PTY LTD Australia Property portfolio 100 100 Indirect percentage 2017

The subsidiary company «FLEXOPACK ΝΖ LIMITED», is fully controlled by «FLEXOPACK PTY LTD». Subsidiaries "FLEXOPACK PTY LTD", "FLEXOPACK PROPERTIES PTY LTD" and "FLEXOPACK TRADE AND SERVICES UK LIMITED", are fully controlled from the Cypriot subsidiary «FLEXOPACK INTERNATIONAL LIMITED» which is fully owned (100%) by the parent company "FLEXOPACK PLASTICS SA".

Associate Companies via Equity Consolidation Method

Production - Flexible
VLACHOU BROS SA Koropi - Attica plastic packaging 47.71 47.71 Direct 2001
Production - Rigid
ΙΝΟVA PLASTICS SA Thiva plastic packaging 50.00 50.00 Direct 2001

3.1 Participations in Subsidiaries

In the separate financial statements, the Company's participations in subsidiaries have been measured at acquisition cost. The movement of the investments is analyzed as follows:

COMPANY
30/6/2018 31/12/2017
Opening balance 10,249 8,390
Acquisition of shares of «FLEXOPACK POLSKA Sp. Zoo» 0 81
Share capital increase in FLEXOPACK POLSKA Sp. Zo.o 1,118 429
Share capital increase in FLEXOPACK INTERNATIONAL LIMITED 0 1,350
Closing Balance 11,367 10,249

3.2 Participations in associates

The Company's participations in associates are analyzed as follows:

GROUP COMPANY
30/6/2018 31/12/2017 30/6/2018 31/12/2017
ΙΝΟVA PLASTICS SA 1,647 1,599 1,199 1,199
VLACHOU BROS SA 1,605 1,437 1,000 1,000
3,252 3,036 2,199 2,199

The movement of the investment in associates is presented below:

GROUP COMPANY
30/6/2018 31/12/2017 30/6/2018 31/12/2017
Opening balance 3,035 2,413 2,199 2,199
Proportion of profit / loss (after tax) 216 622 0 0
Closing balance 3,252 3,035 2,199 2,199

4. Segment reporting

The Group is active in the production of flexible plastic (films) packaging materials and its total turnover results from this segment.

Given that the conditions for application of I.F.R.S. 8 "Operating Segments" are not met, and specifically the condition (b) and (c) of paragraph 5 of the Standard are not met, the Group's activities are presented as one segment.

The above conditions define that an operating segment constitutes part of the company: a) for which operating results are reviewed regularly by the "Chief Operating Decision Maker", which corresponds to the parent company's Board of Directors for the Group, in order to make decisions regarding the allocation of resources and to assess its effectiveness and b) for which separate financial information is available.

The geographical allocation of the Group's sales and assets is presented in the following table.

GROUP

1/1-30/6/2018 GREECE EUROPE OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers 6,526 17,733 17,582 0 41,841
Assets 104,729 21,341 11,439 (30,758) 106,751
Purchases of Fixed Assets 2,758 917 1,250 0 4,925

GROUP

OTHER Intra-Group
1/1-30/6/2017 GREECE EUROPE COUNTRIES Write-offs TOTAL
Income from external customers 6,422 16,521 16,447 0 39,390
Assets 96,485 17,390 10,962 (25,679) 99,157
Purchases of Fixed Assets 4,426 94 569 0 5,089

5. Additional information and clarifications

5.1 Existing Collateral Assets

No liens or collateral has been written on the fixed assets of the parent Company.

With regard to the fixed assets of the Group, there is a lien written for a banking institution in Poland, amounting to 3.0 million Euros, on the production facilities of the Polish subsidiary «FLEXOPACK POLSKA Sp. Zo.o». The purpose of the lien is to be used as insurance against the repayment of a longterm bank loan, of 2.5 million Euros, granted to the subsidiary. The balance of the particular loan accounted for 1.607 million Euros on 30.6.2018.

5.2 Contingent Receivables - Liabilities

Information regarding contingent receivables

There are no contingent receivables which must be reported in the financial statements of the Company and the Group.

Information regarding contingent liabilities

There are no litigious claims or differences under dispute of the Company or its subsidiaries as well as decisions by courts or arbitration bodies that could have a significant impact on the Company's and Group's financial position or operation.

5.3 Capital expenditure and sales

Capital expenditures for the 1st Half of 2018 amounted to: Group: 4.925 mil euro Company: 2.758 mil euro

The net book value of fixed assets that were sold or written-off by the Group during the 1st half of 2018 equals to 12 thousand, a fact that resulted into a profit of 73 thousand euro.

Capital expenditures for the 1st Half of 2017 amounted to: Group: 5.089 mil euro Company: 4.426 mil euro

The net book value of fixed assets that were sold or written-off by the Group during the 1st half of 2017 equals to 41 thousand, a fact that resulted in a profit of 62 thousand euro.

5.4 Tax un-audited fiscal years

FLEXOPACK SA 2012-2017
FLEXOPACK POLSKA Sp. Zo.o 2012-2017
FLEXOSYSTEMS Ltd Belgrade 2012-2017
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS 2014-2017
FLEXOPACK PTY LTD 2014-2017
FLEXOPACK ΝΖ LIMITED 2016-2017
FLEXOPACK TRADE AND SERVICES UK LIMITED 2014-2017
ΙΝΟVA PLASTICS SA 2012-2017
VLACHOU BROS SA 2012-2017

In application of the relevant tax provisions : a) paragraph 1 of article 84 of Law 2238/1994 (unaudited cases concerning income tax), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited cases related to VAT) and c) paragraph 5 of article 9 of Law 2523/1997 (penalties imposed for income tax cases), the right of the Greek State to impose any tax with regard to the fiscal years up to 2011 including, has been waived until 31/12/2017, with the exception of special or extraordinary provisions which may provide for a longer waiving period and under the respective conditions which these provisions stipulate.

Tax compliance report

With the article 82 §5 of Law 2238/94, beginning from year 2011, and in a later stage with the article 65A of Law 4174/2013, the Certified Auditors and the auditing firms performing mandatory audits in societe anonyme companies are obliged to issue a Tax Compliance Report with regard to the application of tax provisions in tax objects. The particular report is submitted to the audited company and via electronic means to the Ministry of Finance.

For the years 2011 – 2016, the Company as well as the associate companies INOVA S.A. PLASTICS AND IRON and VLACHOU BROS S.A. received a relevant Report, without any reservation with regard to the tax objects which were audited. With the article 56 of Law 4410/3.8.2016 for the years from 1.1.2016, the issuance of a Tax Compliance Report is no longer mandatory (only optional).

For the fiscal year 2017, the Company and its associate companies have been placed under the above mentioned tax audit of the Certified Auditors Accountants and from the relevant Tax Compliance Report which is expected to be granted, it is anticipated that no additional as well as material tax burdens will emerge.

According to the Ministerial Decision (POL) 1006/05.01.2016, the companies for which a tax certificate "without reservation" has been issued, are not being excluded from the obligation concerning an ordinary tax audit from the pertinent tax authorities. As a result, the tax authorities may proceed with their own tax audit and impose any penalties and additional taxes. In this context, in October 2017 the Company was notified about an audit mandate for the fiscal year 2012. The particular audit has not commenced yet. The Group's management estimates that the results from such future tax audits will not have any material impact of the financial position of the Group or the Company.

5.5 Transactions with related parties

The company's transactions with related parties, according to IAS 24, are as follows.

Sales of
goods and
Purchases of
goods and
COMPANY services services Receivables Liabilities
FLEXOPACK POLSKA Sp. Zo.o 1,893 2,683 3,912 1,294
FLEXOSYSTEMS Ltd -Belgrade 342 0 135 0
FLEXOPACK PTY LTD- AUSTRALIA 5,704 2 8,900 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 1,178 0 1,304 0
FLEXOPACK INTERNATIONAL LIMITED 0 0 0 0
INOVA SA 111 0 90 $\bf{0}$
VLAHOU BROS SA 1,119 31 947 30
10,345 2,715 15,288 1,324
Transactions and remuneration of senior executives and management 871
Receivables from senior executives and management
Liabilities towards senior executives and management 56
goods and Sales of Purchases of
goods and
COMPANY services services Receivables Liabilities
FLEXOPACK POLSKA Sp. Zo.o 2,203 1,745 3,976 798
FLEXOSYSTEMS Ltd -Belgrade 223 0 130 0
FLEXOPACK PTY LTD- AUSTRALIA 5,077 8 8,513 5
FLEXOPACK TRADE AND SERVICES UK LIMITED 389 0 524 0
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS 0 0 0 0
INOVA SA 145 137 1
VLAHOU BROS SA 1,252 76 1,012 47
9,289 1,830 14,290 850
Transactions and remuneration of senior executives and management 560
Receivables from senior executives and management
Liabilities towards senior executives and management -43
GROUP COMPANY
$1/1/-$
30/6/2018
$1/1$ -
30/6/2017
$1/1/-$
30/6/2018
$1/1$ -
30/6/2017
Sales of goods and services
To subsidiaries 0 0 9,113 7,891
To associates 1,229 1,397 1,229 1,397
1,229 1,397 10,343 9,289
Purchases of goods and services
From subsidiaries $\bf{0}$ $\bf{0}$ 2,685 1,753
From associates 31 76 31 76
31 76 2,715 1,829
Sales of fixed assets
To subsidiaries $\bf{0}$ 0 3 0
To associates $\bf{0}$ $\bf{0}$ 0 $\bf{0}$
$\bf{0}$ $\bf{0}$ з o
Receivables
From subsidiaries 0 0 14,251 13,141
From associates 1,038 1,148 1,038 1,148
1,038 1,148 15,288 14,290
Liabilities
To subsidiaries $\bf{0}$ 0 1,294 803
To associates 30 47 30 47
30 47 1,324 850

Notes:

It is also noted:

  1. No other transactions related to the Company parties exist according to the provisions of the International Accounting Standard 24 apart from the above mentioned.

  2. No loans or any other credit facilitations have been granted to the Board members or other senior executives of the Company and their families.

  3. Apart from the above fees, no other transactions exist between the Company and the directors and the members of the Board.

  4. In the context of its ordinary activity the Company has provided a guarantee towards a bank, in favor of its subsidiary «FLEXOPACK PTY LTD» which is based in Australia, with a maximum guarantee amount of 74,000 Euros approximately.

  5. The Company has granted to a banking institution based in Poland (a) a guarantee for a maximum amount of 2.5 million Euros, as insurance against the repayment of a long-term bank loan, of 2.5 million Euros, granted to its subsidiary company «FLEXOPACK POLSKA Sp. Zo.o». The balance of the above loan as of 30.06.2018 had settled at 1.607 million Euros. (b) a guarantee for a maximum amount of 1.35 million PLN (317,000 Euros approximately) as insurance against the repayment of a short-term credit line towards the above subsidiary.

  6. The Company has provided a 5-year loan of 500 thousand Euros to its subsidiary «FLEXOPACK PTY LTD», based in Australia, for the implementation of the latter's ongoing investment plan which concerns the development and installation of production facilities. The current balance of the above loan is estimated at 200 thousand euro as of 30.06.2018. It is included in the above table of related party transactions concerning transactions between the Company and its affiliates.

  7. There were no changes in the transactions between the Company and its related parties that could have a material effect on the financial position and performance of the Company for the period 1.1.2018-30.6.2018.

  8. The transactions described above have been concluded under normal market conditions and contain no exceptional or individual trait which would render imperative the further analysis of them or the analysis of them per related party.

  9. There is no separate transaction that exceeds 10% of the value of the assets of the Company, as reflected in its latest published statements.

  10. There is no separate transaction which may be regarded as significant within the meaning of Circular no. 45/2011 of the Hellenic Capital Markets Commission.

  11. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the Group's consolidated financial statements.

5.6 Income Tax

Income tax that is charged during the interim period is analyzed as follows.

GROUP COMPANY
1/1- 1/1- 1/1- 1/1-
30/6/2018 30/6/2017 30/6/2018 30/6/2017
Tax for the period 1,840 1,520 1,815 1,518
Deferred tax (35) (144) (102) (143)
Total 1,805 1,377 1,713 1,375

The income tax of the interim reporting period has been based on a tax rate of 29%. The tax rate which was in effect in the respective interim period of the first half 2017 was also 29%.

The effective final tax rate differs from the nominal. Several factors affect the resulting effective tax rate, the most important of which are the non-exemption of specific expenses and the non-taxation of specific income.

5.7 Number of employees

Employed staff as at 30/6/2018 : Group 352 individuals. Company 246 individuals. Employed staff as at 30/6/2017 : Group 331 individuals. Company 245 individuals.

5.8 Earnings per share

Earnings per share are analyzed as follows:

GROUP COMPANY
1/1-
30/6/2018
1/1-
30/6/2017
1/1-
30/6/2018
1/1-
30/6/2017
Earnings after taxes corresponding to shareholders
of the parent (1)
3,582 3,276 4,102 3,376
Weighted average number of shares outstanding (2) 11,720.024 11,720.024 11,720.024 11,720.024
Basic earnings per share (Euro per share)
(1)/(2)
0.3057 0.2795 0.3500 0.2880

5.9 Dividends

The distribution of dividends to shareholders of the parent Company is recognized as a liability in the financial statements, on the date when the distribution is approved by the annual General Meeting of shareholders.

The Annual General Meeting of the Company's Shareholders that took place on June 29th 2018 with the required by law majority (over 70% of the paid up share capital) approved the following:

a) the non-distribution of dividend from the 2017 earnings as well as from the earnings of previous years.

b) the decrease and the return of capital to the shareholders up to an amount of 586,001.25 Euros, which will occur following an equivalent share capital increase of the Company via the capitalization of part of the share premium account.

5.10 Fair value measurement

On 30/06/2018, the Group did not possess any financial instruments that were valued at fair.

The financial assets and financial liabilities of the Group mainly consist of cash reserves, trade receivables, loans and other receivables as well as bank loans, suppliers and related liabilities. The fair values of the above items are not significantly different from their book values mainly due to their short-term nature.

5.11 Increase and simultaneous decrease of share capital via the respective increase and decrease of the nominal value per share of the Company.

The annual Ordinary General Meeting of the Company's shareholders which took place on 29th June 2018, approved the following among other issues:

(a) The share capital increase of the Company by the amount of 586,001.20 Euro via the capitalization of part of the "share premium account" and the increase of the nominal value per share of the Company by 0.05 Euro, meaning from 0.54 Euro to 0.59 Euro and

(b) The share capital decrease of the Company by the amount of 586,001.20 Euro via the decrease of the nominal value per share of the Company by 0.05 Euro meaning from 0.59 Euro to 0.54 Euro and return / payment of the corresponding capital to the Company's shareholders.

Following the above increase and decrease of the Company's share capital via a corresponding increase and equivalent decrease of the nominal value per share, the Company's share capital amounts to 6,328,812.96 Euros, is fully paid in, and is divided into 11,720,024 common registered shares with a nominal value of 0.54 Euro per share.

On 20.07.2018, the decision of the General Secretary of Commerce and Consumer Protection of the Ministry of Finance and Development with protocol number 79230/20.07.2018 (ΑΔΑ: ΩΜΦΦ465ΧΙ8- 37Π) was filed into the General Electronic Commercial Registry (GEMI) under the registration code number 1428663. Via the above decision, it was approved the amendment of article 5 of the Company's Articles of Association.

The Corporate Actions Committee of the Athens Exchange, during its meeting on July 26th, 2018 was informed about the equivalent increase and decrease of the Company's share capital, via the corresponding increase and decrease of the nominal value of the total number of shares of the Company and about the share capital return (amounting to 0.05 Euro per share) via a payment in cash towards the shareholders of the Company.

Following the above, from August 1st, 2018 the Company's shares were traded on the Athens Exchange with a final nominal value of 0.54 Euro per share and without the right to the share capital return (0.05 Euro per share) via a payment in cash towards the Company's shareholders.

From the same date, the starting price of the Company's shares at the Athens Exchange was settled in accordance with the Regulation of the Athens Exchange in combination with the decision no. 26 of the Board of Directors of the Athens Exchange.

The shareholders entitled to the share capital return were the ones registered in the records of D.S.S. (Dematerialized Securities System) as of August 2, 2018 (record date or the date determining the shareholders entitled to the above right) for the particular listed company.

August 8, 2018 was set as the commencement payment date for the share capital return (0.05 Euros per share).

The payment of the cash amounts concerning the share capital return commenced on August 8, 2018 and was performed via the "NATIONAL BANK OF GREECE" as follows:

  1. Via the account users / operators at the D.S.S. (banks, fiduciary parties and brokerage firms) according to the paragraph 4.1.3.4 of the Athens Exchange Regulation and the article 39 of the Operation Regulation of D.S.S. for the investors who have authorized their account users / operators to receive the dividends.

  2. Via the branch network of the "NATIONAL BANK OF GREECE S.A." for those shareholders who have not authorized their users or who have revoked the relevant authorization towards their users, or for those investors who possessed their shares in their Special Investor Account.

  3. Via a deposit made at the International Bank Account Number (IBAN), which the investor declared for the collection of the distributed amounts according to the article 13 of the Operation Regulation of D.S.S. and the decision no. 6 of the Board of Directors of ATHEXCSD, as currently in effect, for the investors who did not wish to receive the amounts via their account users / operators. It concerned only the investors who had declared an IBAN at the paying Bank "NATIONAL BANK OF GREECE S.A.".

The entitled shareholders were in position to collect the share capital return regarding the above "case 2" through the presentation of the Investor Account Code Number at D.S.S. as well as of the Police Identification Document (ID), either in person or via a legally authorized representative, at any branch of the above mentioned paying Bank (in such a case the relevant authorization documents also with the authenticated signature of the entitled shareholder would be also presented).

Following a period of twelve (12) months from the commencement date of the payment, meaning from the 8th of August 2019, the share capital return would be made only at the Company's offices (Tzima Location – Ifaistou agricultural street, Koropi, Attiki, P.C. 19400).

5.12 Significant changes in the Statement of Financial Position and Results during the period

Α. Items of the Statement of Financial Position

Below, the items of the Statement of Financial Position in the First Half 2018 are presented, along with the most important changes compared to the one of 31/12/2017.

GROUP COMPANY
ASSETS 30/6/2018 31/12/2017 Ch. % Ch. 30/6/2018 31/12/2017 Ch. % Ch.
Non-current assets 55,444 52,708 2,737 5.2% 53,400 51,101 2,300 4.5%
Cash and cash equivalents 13,027 12,046 982 8.2% 10,463 9,339 1,124 12.0%
Other current assets 38,279 37,422 857 2.3% 40,866 38,775 2,091 5.4%
Total Assets 106,751 102,176 4,576 4.5% 104,729 99,214 5,515 5.6%
EQUITY & LIABILITIES
Total Shareholders' Equity 64,194 61,596 2,598 4.2% 66,857 63,382 3,475 5.5%
Non-controlling interests 0 0 0 0% 0 0 0 0%
Total Equity 64,194 61,596 2,598 4.2% 66,857 63,382 3,475 5.5%
LIABILITIES
Long-term liabilities 9,604 10,551 -948 -9.0% 8,357 9,125 -768 -8.4%
Provisions / Other long-term
liabilities
4,123 4,490 -367 -8.2% 3,844 4,073 -229 -5.6%
Short-term bank liabilities 6,205 6,182 24 0.4% 5,486 5,411 75 1.4%
Other short-term liabilities 22,626 19,357 3,268 16.9% 20,185 17,223 2,962 17.2%
Total Liabilities 42,558 40,580 1,978 4.9% 37,872 35,832 2,040 5.7%
Total Equity & Liabilities 106,751 102,176 4,576 4.5% 104,729 99,214 5,515 5.6%

STATEMENT OF FINANCIAL POSITION

There were no important changes in the consolidated statement of financial position on 30/6/2018 compared to the one of 31/12/2017.

The total liabilities of the Group on 30/6/2018 settled at 42.558 million euro whereas the shareholders' funds amounted to 64.194 million euro.

Β. Items of the Statement of Income

Below, the items of the Statement of Income during the period 1.1-30.6.2018 are presented, along with the most important changes compared to the first half of 2017.

STATEMENT OF TOTAL INCOME

GROUP COMPANY
1/1-
30/6/2018
1/1-
30/6/2017
Change % Ch. 1/1-
30/6/2018
1/1-
30/6/2017
Change % Ch.
Turnover 41,841 39,390 2,451 6.2% 36,595 34,903 1,692 4.8%
Gross Profit 10,746 9,506 1,240 13.0% 9,471 8,470 1,000 11.8%
Operating (expenses) - income (4,807) (4,599) (208) 4.5% (3,432) (3,203) (229) 7.2%
Operating Results 5,939 4,906 1,033 21.0% 6,039 5,268 771 14.6%
Financial (expenses) - income (320) (340) 20 -5.9% (279) (294) 15 -5.1%
Other Financial Results (448) (43) (405) 948.1% 55 (224) 279 -124.8%
Proportional result of related
companies
216 134 83 62.0% - - - -
Earnings before taxes 5,387 4,657 730 15.7% 5,815 4,750 1,065 22.4%
Income tax (1,805) (1,377) (428) 31.1% (1,713) (1,375) (338) 24.6%
Earnings after taxes 3,582 3,280 302 9.2% 4,102 3,376 726 21.5%
Earnings after taxes and
minority interests
3,582 3,276 306 9.4% - - - -

The following are noted with regard to the items of the consolidated statement of income concerning the interim period 1/1/-30/6/2018 versus the corresponding period of the previous fiscal year.

The increase of the consolidated sales by 6.2% resulted into higher gross profit by 13%. This fact in conjunction with the containment of the rate of increase in operating expenses, which settled at 11.7% of turnover versus also 11.7% in the same period of the previous year, resulted into

The small decrease of the financial expenses as well as the increase of the other financial results (expenses) in combination with the earnings deriving from the share in the results of associate companies led the earnings before taxes to increase by 15.7% compared to the same period last year and settle at 5.387 million Euros.

It is noted that the losses depicted by the financial results were due to the foreign exchange differences deriving from the valuation of liabilities into Euro with regard to the Group's subsidiaries which activate in Poland and Australia.

the higher operating earnings by 21% at 5.939 million Euros.

C. Items of the Statement of Cash Flows

STATEMENT OF CASH FLOWS

GROUP COMPANY
1/1-30/6/2018 1/1-30/6/2017 1/1-30/6/2018 1/1-30/6/2017
Net cash flows from operating activities 7,132 3,856 5,968 2,554
Net cash flows from investment activities (4,840) (6,966) (3,854) (4,319)
Net Cash flows from financing activities (1,241) 1,789 (990) 2,108
Net (decrease)/ increase in cash and cash
equivalents
1,051 (1,320) 1,124 342
Cash and cash equivalents at the beginning of
the period
12,046 15,375 9,339 11,937
Effect from foreign exchange differences (69) 5 0 0
Cash and cash equivalents at the end of the
period
13,027 14,060 10,463 12,279

5.13 Events after the reporting period of the interim financial statements

There are no significant events after the end of the reporting period, which concern either the Group or the Company, and whose disclosure is mandatorily required by the International Accounting Standards (IAS).

Koropi, 12/9/2018

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN OF THE BOARD THE CHIEF FINANCIAL OFFICER
GEORGIOS S. GIONOSATIS STAMATIOS S. GINOSATIS ANASTASIOS A. LYMBEROPOULOS
ID No/ΑΕ 153990 ID No /Σ. 500301 ID No /Χ.094106 Reg. No.3544/99