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Gr. Sarantis S.A.

Annual Report Sep 22, 2015

2712_10-k_2015-09-22_0b7e86a8-db19-4e3e-a5f1-7d006045b72c.pdf

Annual Report

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Gr. Sarantis S.A.

ANNUAL FINANCIAL REPORT 1 January to 31 December 2010 for the period from (According to Law 3556/07)

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS

4
2. ANNUAL BOARD OF DIRECTORS' MANAGEMENTS REPORT
REPORT
5
2.1 INTRODUCTION

5
2.2 COMPANY PERFORMANCE AND FINANCIALS
FINANCIALS
5
2.2.1 Basic Financial Ratios of the Group's consolidated results

7
2.3 SIGNIFICANT EVENTS DURING 2010

7
2.4 MAJOR RISKS AND UNCERTAINTIES FOR 2011
2011
8
2.4.1 Foreign exchange risk

8
2.4.2 Interest rate risk

8
2.4.3 Credit risk

9
2.4.4 Liquidity risk

9
2.4.5 Raw material price risk

9
2.5 FUTURE OUTLOOK AND PROSPECTS

9
2.6 RELATED PARTY TRANSACTIONS

9
2.7 DETAILED INFORMATION ACCORDING TO ARTICLE 4, PAR. 7, LAW 3556/2007
3556/2007
12
2.7.1 Structure of the Company's share capital
re
capital
12
2.7.2 Limits on transfers of Company shares
shares
13
2.7.3 Significant direct or indirect holding
holdings according to the definition of 3556/2007
13
2.7.4 Shares conferring special control rights
rights
14
2.7.5 Limitations on voting rights

14
2.7.6 Agreements among Company shareholders
shareholders
14
2.7.7 Rules governing the appointment and replacement of members of Board o
of Directors and the amendment of the Articles of Association
f Directors
amendment of the Articles
14
2.7.8 Responsibility of the Board of Directors for the issuance of new shares or the purchase of treasury shares
shares 14
2.7.9 Important agreements initiated, amended or terminated in case a charge arises in the company's control following a public off
agreements
in the
offer 14
2.7.10 Agreements with members of the Board of Directors or employees of the Company

14
2.8 TREASURY SHARES

14
2.9 EVENTS AFTER THE REPORTING PERIOD

15
2.10 CORPORATE GOVERNANCE STATEMENT

15
3. AUDIT REPORT

17
4. ANNUAL FINANCIAL STATEMENTS

19
4.1 STATEMENT OF FINANCIAL POSITION

20
4.2 STATEMENT OF COMPREHENSIVE INCOME
INCOME
21
4.2.1 Analysis of other comprehensive income after taxes Group
- Parent
21
4.3 STATEMENT OF CHANGES IN GROUP'S EQUITY

22
4.4 STATEMENT OF CHANGES IN COMPANY'S EQUITY

23
4.5 STATEMENT OF CASH FLOWS

24
4.6 NOTES ON THE ANNUAL FINANCIAL STATEMENTS

25
4.6.1 The company

25
4.6.2 Group structure

25
4.6.3 Business activity

26
4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
STATEMENTS
28
4.7.1 Compliance with IFRS

28
4.7.2 Basis for the preparation of the financial statements
statements
28
4.7.3 Approval of financial statements

28
4.7.4 Covered period

28
4.7.5 Presentation of the financial statements
l statements
29
4.7.6 Significant judgments and estimations by Management
Management
29
31st December
4.7.7 Standards, amendments and interpretations to
existing standards, with mandatory application for financial periods ending on 31
application
periods
2010

29
4.7.8 Standards, amendments and interpretations to existing standards that are not yet in e
effect and have not yet been adopted
ffect
have not yet been
30
4.7.9 Standards and interpretations not yet in effect, and not yet adopted

31
4.8 BASIC ACCOUNTING PRINCIPLES

32
4.8.1 Consolidation

32
4.8.2 Foreign currency translation

33
4.8.3 Financial information by segment

34
4.8.4 Goodwill

34
4.8.5 Intangible assets

34
4.8.7 Impairment of financial assets

35
4.8.8 Inventories

35
4.8.9 Financial instruments

35
4.8.10 Recognition and measurement

36
4.8.11 Impairment of financial assets

36
4.8.12 Trade receivables

37
4.8.13 Cash & cash equivalents

37
4.8.14 Share capital

37
4.8.15 Loans

37
4.8.16 Leases

37
4.8.17 Employee benefits

37
4.8.18 Recognition of income and expenses

38
4.8.19 Government grants

39
4.8.20 Contingent Liabilities and Provisions

39
4.8.21 Dividend distribution

39
4.8.22 Current and deferred taxation

39
4.8.23 Non current assets held for sale and discontinued operations
operations
40
4.9 FINANCIAL RISK MANAGEMENT

40
4.9.1 Capital Management

40
4.9.2 Financial Instruments

40
4.9.3 Definition of fair values

41
4.9.4 Foreign exchange risk

42
4.9.5 Interest rate risk

42
4.9.6 Credit risk

42
4.9.7 Liquidity risk

43
4.9.8 Raw material price risk

44
4.10 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS
STATEMENTS
44
4.10.1 Segment reporting

44
4.10.2 Goodwill

45
4.10.3 Inventories

46
4.10.4 Trade and other receivables

46
4.10.5 Cash & cash equivalents

47
4.10.6 Financial assets at fair value through profit and loss
loss
47
4.10.7 Trade and other liabilities

48
4.10.8 Provisions and other long-term liabilities
term liabilities
49
4.10.9 Loans

49
4.10.10 Income tax

50
4.10.11 Deferred taxes

50
4.10.12 Employee benefits

51
4.10.13 Expenses per category

52
4.10.14 Share capital

52
4.10.15 Treasury shares

53
4.10.16 Table of changes in fixed assets

53
4.10.17 Number of employees

57
4.10.18 Provisions for post-employment employee benefits
employment
benefits
57
4.10.19 Pending Legal cases

58
4.10.20 Events after the reporting period

58
4.10.21 Intra-Group Transactions

59
4.10.22 Sector and geographic breakdown tables
wn tables
64
5. DATA AND INFORMATION

68
6. INFORMATION of article 10 Law 3401/2005

69
7. WEBSITE ACCESS TO THE ANNUAL FINANCIAL REPORT

71

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS

Statements by Members of the Board of Directors

(according to article 5 of Law 3556/2007)

It is hereby declared that to our knowledge, the annual parent and consolidated financial statements of the company "GR. SARANTIS S.A." for the financial year from 1 January 2010 to 31 December 2010, which were prepared according to the applicable International Financial Reporting Standards, accurately present the assets and liabilities, equity and results of the Company Gr. Sarantis SA as well as those of the companies included in the consolidation, considered as a whole. reby nancial knowledge, the annual report of the Board of Directors reflects in a true manner the reby to and financial the 1 31 which were according to the accurately present and and Sarantis SA of the companies in the consolidation, edge, reflects in manner GR. SARANTIS businesses Group n principal risks

Furthermore, we declare that to our knowl development, performance and financial position of GR. SARANTIS S.A., and of the businesses included in the Group consolidation, considered as a whole, including the descriptio description of the principal risks and uncertainties such face.

Marousi, 23 March 2011

The members of the Board

THE CHAIRMAN OF THE BOARD

THE VICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER

THE FINANCE DIRECTOR & BOARD MEMBER THE FINANCE DIRECTOR &KONSTANTINOS ROZAKEAS

GRIGORIS SARANTIS ID No. Χ 080619/03 KYRIAKOS SARANTIS KONST ID No. ΑΙ 597050/2010 ID No. Ρ 534498/94

2. ANNUAL BOARD OF DIRECTORS' MANAGEMENTS REPORT

ANNUAL BOARD OF DIRECTORS' MANAGEMENT REPORT OF THE COMPANY GR. SARANTIS S.A. DIRECTORS' MANAGEMENT

on the Annual Financial Statements for financ financial year 2010 (1/1 – 31/12/2010)

2.1 INTRODUCTION

The present Annual Report by the Board of Directors which follows (hereinafter the "Report"), refers to the financial period 01.01.2010-31.12.2010. This Report was prepared and is in line with the relevant sti Gazette 91A/30.04.2007) and the relevant executive decisions issued by the Hellenic Capital Market Commission, as well as Decision no 7/448/11.10.2007 issued by the Board of Directors of Hellenic Capital Market Commis 31.12.2010. stipulations of law 3556/2007 (Government Annual Board of Directors which follows to pulations (Government Gazette issued as Commission.

The Report is included in the 2010 annual financial report, together with the Company's financial statements and other information and statements required by law.

The present report briefly presents the company's financial information for financial occurred during the year and their effects on the financial statements. The report also includes a description of the basic r and uncertainties the group's companies may face and finally significant transactions betwe are also presented. year 2010, significant events that between the issuer and its related parties on statements. description the basic risks en % €220.01 mil,

2.2 COMPANY PERFORMANCE AND FINANCIALS

Consolidated sales of continuing operations of Sarantis group posted a 1.89 from €215.94 mil in 2009, and are in line wit significant increase of sales, while they offset the fall of the parent's sales and also such countries increased their percentage in the Group's consolidated sales, amounting to 64.53 containment measures for expenses as well as the effective management of working capital contributed to mitigating the negative consequences from the adverse financial conditions. and they are in line to the initial guidance. 1.89% increase and amounted to with management's estimations. The Eastern European countries presented a d 64.53% of the period's total sales. The implementation of Earnings per Share decreased by 19.20% from rgely 5 h management's estimations. a of they also their the of well to mitigating the ased 19.20% € 0.43 to € 0.34

Consolidated turnover of continuing operations increased by 1.89% during 2010, reaching previous year. The turnover increase stems predomina result of both organic growth and positive FX effects. The Greek market, on the other hand, underperformed during 2010, due t the adverse economic conditions. dated €220.01 predominantly from the improved turnover of the Group's foreign markets which is a mil from €215.94 mil the ntly from the improved Group's foreign growth during 2010, due to

The Group's gross profit of continuing operations 2010, from €108.33 mil in 2009. The gross profit margin of continuing operations has been settled to 49.13% vs 50.17%, which is has been adversely affected by the rapid increase in raw materi and Amortization (EBITDA) of continuing operations 2009, influenced by the increased production cost, the A&P expenses and (indemnities etc.). posted a marginal decrease of 0.23% and amounted to material prices in 2010. Earnings before Interest, Tax, Depreciation posted a reduction of 20.68% to €21.38 mil in 2010 from €26.96 the expenses related to general cost reduction sted €108.08 mil in gross of has been 49.13% 50.17%, Interest, mil 2010 from mil in

Earnings before Interest and Tax (EBΙΤ) while the EBIT margin settled at 7.97% from 10.8 operations amounted to €0.79 considerable low amount, that is attributed to the strong cash flows in 2010. profit before tax of continuing operations amounted to of continuing operations reached €17.55 mil from e 10.83% the previous year. The Group's financial expenses € 16.76 million, from € 21.60 million decreasing by 22.40%. from €23.38 mil, down by 24.94%, of continuing flows in Consequently, on by 22.40%.reached €13.66 mil reduced by 19.69%

Finally, earnings after taxes and minority interest (EATAM) compared to the previous year. Including the windfall tax of €13.22 mil posted a 19.97% decrease compared to 2009, whi of continuing operations reached €0.44 mil, EATAM of continuing operations % while the EATAM margin settled at 6.01% from 7.65 continuing operations amounted to le 7.65%.

Despite the adverse economic conditions, the Group successfully continued to generate solid cash flows during 2010 as well, a fact attributed largely to management's focus to contain operating expenses and efficiently manage working capital. The Group's working capital settled at €63.30 mil during 2010 from €64.10 mil in 2009. Working capital requirements over sales economic successfully generate solid as efficiently working €63.30 2009. Working

settled at 28.34% vs 29.05% in 2009. At the same time the Group benefits from a healthy capital structure and low leverage. During FY 2010, The Group's net debt settled at €-1.15 mil from €9.14 mil. in FY 2009. At benefits structure riod an overall growth of

As regards to the breakdown of sales per product category during the 12M pe continuing operations posted, compared to the respective period of 2009. growth of the Group's foreign markets as well as by positive FX effects. period of 2010, This growth was enhanced by the organic

The sales of mass market cosmetics brands in this category posted an increase of 3.78%, and at the same time their contribution to the category's overall sales amounted to 67.19%, as during the previous year. A simi the category, and specifically an increase of 5.52% compared to the previous year. increased by 4.35% to €98.49 mil, from €94.39 mil during 2009. Sales of own similar increase was also posted by the sales of distributed products in enhanced mil, 2009. Sales brands in and at the same lar the sales

Sales of household products remained at about the same levels as the previous year. During the 12M of 2 posted a marginal increase of 0.23% reaching also increased marginally, by 0.71%, while their contribution to the category's overall sales amounted to 99.76%. €96.54 mil, from €96.32 mil in 2009. The sales of own brands in this category products same the previous year. 2010, such mil in The sales

Other sales of continuing operations posted an overall decline of 0.99 continuing operations of this category amounted to subcategory of health care were at the €0.29 millions. 0.99% during 2010, compared to 2009. Sales €24.98 mil. from €25.23 millions in 12M 2009. same level as last year, while the subcategory of while their sales amounted % compared 2009. of in 12M The sales in the selective descends by 2.13% or

During FY 2010, consolidated sales household products categories amounted to their contribution to overall sales amounted to 73.8 of continuing operations from own brands of the mass market cosmetics and € 162.55 mil, from € 159.40 mil in 2009, posting a 1.98% increase. Moreover 73.88%, almost at the same level as the previous year. mass market cosmetics in 1.98% increase. Moreover 8%, almost same level ring FY 2010 amounted €57.46 mil

Respectively, consolidated sales of continuing operations from €56.54 mil during 2009, posting a 1. of distributed brands during FY 2010 amounted to 1.62% increase, with their contribution to overall sales standing at 26.1 sales standing 26.12%.

The Group's operating profit was negatively affected by the decline in sales posted by the parent compa adverse economic conditions. The negative effects however also include expenses that aimed at improving sales in the Greek market, as well as increased expenses related to the general reduction of cost. the increased production cost, was sales company, due to the increased increased A&P

EBIT of mass market cosmetics posted a of mass market cosmetics settled at 3.72% total EBIT increased to 20.89% during 2010, from posted a 17.26% decline and amounted to 10.25% decrease during 2010, compared to the previous year. The EBIT margin 72% for FY 2010, from 4.33% for FY 2009. However, the contribution of this SBU to 17.47% during 2009. Operating profit of own products in this category €2.77 mil, during 2010 compared to €3.35 mil the previous year. at in the to the margin However, to in in 2009, affected by the increase of

EBIT of household products decreased by production cost, due to the price increase of the raw materials. from 11.54%. Own brands from this category posted a 35.06% to €7.22 mil, from €11.11 mil in 2009 The EBIT margin of household products settled at . 34.58% EBIT decline and amounted to at 7.48% line €7.24 mil.

The EBIT of the category of other sales, from continuing operatio operations, decreased by 28.48% or ns, €0.57 million.

Own brands of the mass market cosmetics and household products categories in total, during the FY of 2010 generated income amounting to €10.04 mil, compared to contribution to EBIT of continuing operations €14.42 mil during the FY of 2009, posting a decrease of amounted to 57.25% from 61.68% the previous year. and household categories in of generated during the 30.33%. Their

EBIT of distributed brands of continuing the corresponding period last year, posting a from 11.92%. operations in the 12M 2010 amounted to € 2.27 million, from € 2.79 million in 18.45% decline. Their contribution to total EBIT previous year. 2.27 million, in . total corresponded to 12.95%

Looking at the geographic breakdown of sales, the g continued throughout 2010, due to improved sales from the majority of companies as well as to favourable FX movements. Specifically, during FY 2010 subsidiaries posted a 10.78 6.8% average increase of sales in local currency and a 4 general positive performance of the Group's foreign subsidiaries 10.78% increase in sales, which consists approximate ales 4% average appreciation of currencies. eneral performance of the subsidiaries as FX es, approximately of a %

As regards to the Greek market, the Group experienced a drop in sales of all business units mainly due to the implementation of the fiscal austerity measures. n affiliates' sales of continuing operations towards the Group's overall sales increased As a drop units the Group's sales

During FY 2010, the percentage of affiliates significantly to 64.53% from 59.35% the respective FY of 2009.

Operating profit from Greece was affected by the decrease of sales, and promotion expenses, as well as by increased expenses related to the general reduction of cost. ffected increased production cost, increased production increased advertising cost.

During the FY 2010, earnings before interest and tax (EBIT) to €9.73 mil from €16.45 mil. Excluding the income from the associate company 2010 amounted to €4.50 mil from €10.27 Lauder JV, amounted to 5.76% from 11.71 of continuing operations from Greece decreased by Estee Lauder JV 27 mil, decreased by 56.22%. The Greek EBIT margin, excludin 71% during FY 2009. decreased by 40.85% Estee JV, Greece's EBIT during . margin, excluding income from Estee

In contrast, the affiliates posted a significant increase of EBIT due to increased sales and also due to the containment of expenses in some of them. Specifically, total EBIT mil during FY 2010, from €6.93 mil the respective period of 2009. . of continuing operations from the affiliates sales and from the affiliates increased by 12.84% to €7.82

The EBIT margin of the affiliates posted a marginal increase and settled at during 2009. 5.51% during 2010 compared to 2010 compared to 5.41%

2.2.1 Basic Financial Ratios of the Group's consolidated resul results

The following table presents several basic financial ratios relating to the Group's financial structure and profitability for 2010 compared to 2009. table presents ratios relating structure and

12M 2010 12M 2009
Gross Profit Margin 49.13% 50.17%
EBIT Margin 7.97% 10.83%
EATAM Margin 6.01% 7.65%
Operating Working Capital 63.30 64.10
Operating Working Capital to Sales 28.77% 29.68%
Total Bank Debt 64.00 56.98
Net Debt -1.15 9.14
Leverage (Debt/Equity) 49.13% 50.17%

Gross profit margin for 2010 was maintained at last year's level, positively affected by the favourable FX movements and the high contribution of own brands to total sales. settling at 49.13% versus 50.17 ng 50.17% in 12M 2009,

The EBIT and EATAM margins are lower than last year's margins largely affected by the activity. The lower margins are also attributed to increased advertising and promotion expenses, as well as expenses realized for the general reduction of op (indemnities etc.). increased production cost due to the price increase of the raw materials sales. than last by decreased consumption the price increase materials, as well as operation cost

Operating working capital settled at given on the efficient management of working capital. to € -1.15 from €9.20 mil. apital €63.30 mil, compared to €64.10 mil in 2009, as a result of During 2010 the Group's net debt was further to €64.10 mil 2009, the emphasis that was was further reduced significantly

Finally, The Board of Directors will recommend to the Annual General Meeting of shareholders dividend for financial year 2010. This proposal reflects the Group's priority towards securing the best possible liquidity as to be better positioned to face the challenges of 201 future investments. 2011 and also enable the use of the company's liquidity in potential Directors will General Meeting to not distribute for 2010. reflects the possible so and potential December, the car accessories sector, through the sale of its total

2.3 SIGNIFICANT EVENTS DURING 2010

On 23 December, the Group announced its disinvestment from the car accessories sec participation in the share capital of K. THEODORIDIS S.A.

The total consideration for the company's disengagement from the above investment participation amounts to thousand. for disengagement the above investment amounts €487

The reasons that led the Group's Management to this decision include both the negative developments in the automotive market and the below expectations results of the relevant company, as well as the Group's general strategy to disengage from its non core business activities. K. THEODORIDIS S.A. participated in the financial statements of GR. SARANTIS S.A. with: a. Parent company: investment cost sheet: Equity €1,660 thousand, bank debt m €1,714 thousand, b. Consolidated balance €2,250 thousand and negative result €177 thousand. reasons decision include the the results company, as the general in financial balance

7

Following the above disinvestment, Sarantis Group has the flexibility to further focus on its strategic business plan.

On 1 July 2010, Sarantis Group announced the acquisition of the Polish brand KOLASTYNA. Specificall the context of strengthening its presence in the Eastern Europe and in order to meet its strategic goal of becoming the leading consumer products company in the region, signed on 30/06/10 an agreement for the acquisition of the brand and the intellectual property of KOLASTYNA, through its Polish subsidiary SARANTIS POLSKA S.A. Following the has the flexibility to further focus on its strategic business plan. announced Specifically, Sarantis Group, in of meet company in the region, an the acquisition name

KOLASTYNA's product range includes face and body care cosmetics as well as sun protection products. KOLASTYNA is a traditional brand in the Polish market wi with over twenty years of history. and the intellectual S.A.body as products. mil. 2007, in equal to is attributed financial distress of debts the company's problems the brand was

The transaction cost amounted to 9.5 mil. PLN.

Sales from KOLASTYNA amounted to c. 28 mil. PLN during 2007, while in 2008 and 2009 sales were equal to c. 26 mil. PLN and c. 11 mil. PLN, respectively. Estimated sales for 20 2010 stand at c.11 mil. PLN.

The sales drop is attributed to financial distress experienced by the company that is currently in the process of arrangement of its debts within the scope of the polish bankruptcy legislation. Due to the company's financial prob not supported adequately and therefore KOLASTYNA's sales have seen the aforementioned decreasing trend.

Sarantis Group management's aim for the first year of operation is to maintain the brand's current turnover level. However, from the beginning of 2011 onwards Sarantis Group will focus on the repackaging of the products and marketing activities behind the brand's support with the ultimate target to gradually increase its sales at least to the level of 2007 at around 2 mil. PLN within 2-3 years. decreasing trend.aim for on of marketing brand's increase its to of at 28

SARANTIS average gross profit margin from KOLASTYNA products is estimated to be at 60%. Moreover, it is worth noting that SARANTIS GROUP will not incur any incremental costs regarding other operating functions as the particular brand, which relates to Sarantis strategic categories of mass market cosmetics and suncare products and is distributed in the SM network, allows for 100% synergies. profit products Moreover, it is SARANTIS will any regarding other to and distributed the strengthens its in Poland its strategic

Through this deal, Sarantis Group strengthens its product portfolio in Poland and at the same time achieves i goal of further reinforcing its presence in Eastern Europe.

On 17 March Sarantis Group announced the creation of a production unit for garbage bags intended for household and professional use. The new production unit is operated by the compan "THRACE PLASTICS S.A." and "GR. SARANTIS CYPRUS L.T.D.", a subsidiary of SARANTIS Group, participate in the share capital of the newly established companies, each holding a 50% stake. The domicile of "THRACE facilities are located in Xanthi, while the company launched its operations on March 15 productions had been concluded. es company "THRACE-SARANTIS S.A.", whereas the companies term 8 of bags for SARANTIS the and "GR. SARANTIS of established of "THRACE-SARANTIS S.A." and its in its March 15th, given that previously the trial

The Company's objective is to utilize modern equipment and advanced productio friendly products (degradable, recyclable etc.). The products produced will be distributed, amongst others, also with the Sanitas brand name of SARANTIS Group, both in the domestic market and other European markets. production methods to produce environmentally

This joint venture is expected to benefit SARANTIS Group, by offering greater control and efficiency in the production process, more competitive production costs, as well as the opportunity to develop new innovative products.

On 3 February Sarantis Group announced it reached an agreement with the Turkish company EVYAP for the exclusive distribution of its products in Romania and Poland. EVYAP is a leading company in the production of soaps and personal care products. n methods produce environmentally products etc.). The produced be amongst others, brand name domestic market and other European markets.s venture expected to greater efficiency agreement with for exclusive and EVYAP a company financial and credit liquidity

2.4 MAJOR RISKS AND UNCERTAINTIES FOR 2011

The Group is exposed to financial and other risks, including the effects of changes in interest rates, credit risks and liquid risks. The Group's overall risk management program aims at minimizing the possible negative effects from such risks on its financial performance. The Group's financial instruments consist mainly of deposits with banks, trade accounts receivable and payable, loans and dividends payable. s ounced he ncial foreign exchange risk given that almost 6 risks. overall management the possible effects performance. of trade ign 65% of the

2.4.1 Foreign exchange risk

The Group operates in an environment characterized by relatively high fore Group's total turnover comes from Eastern European countries where the volatility of foreign exchange rates has been high in the recent months. The management of the Group is constantly examining the currencie not taken any measures against the fx risk due to the lack of appropriate hedging tools. currencies' fluctuations, but at the moment it has from the volatility been in s' at Group's objective is balance cost of interest rate

2.4.2 Interest rate risk

The Group's objective is to achieve an optimal balance between borrowing cost and the potential effect of changes on earnings and cash flows. The Group combination of short and long-term debt. It is the policy of the Group to continuously review interest rate trends along with financing needs. Daily working capital requirements are typically financed with operational cash flow and through the use of monitors and manages its debt and overall financing strategies using a strategies using is continuously its Daily with cash

various committed lines of credit. The interest rate on these short inter-bank offering rate at the borrowing date plus a pre managed within Group policy guidelines. year's results would not be affected as part of the Group's strategy is the continuous reduction of the short-term borrowing arrangements, is generally determined as th bank pre-set margin. The mix of fixed-rate debt and variable As regards to the risks relating to a possible interest rate increase, the term arrangements, the rate variable-rate debt is interest increase, Group's next as part continuous reduction the its existing bank loans.

2.4.3 Credit risk

The Group's trade receivables mainly come from wholesale clients. All Group companies monitor the financial position o their debtors on an ongoing basis and control the granting of credit as well as the credit lines. Where considered appropriat credit guarantee insurance cover is purchased. Moreover, appropriate provision for impairment losses is made for specific cre risks where deemed necessary. come from of and lines. Where appropriate, cover Moreover, for impairment losses for credit

2.4.4 Liquidity risk

Prudent liquidity risk management implies the existence of a balance between cash flows as well as funding through adequate amounts of committed credit facilities. The Group closely monitors the amount of fu and long-term funding with respect to total debt and the composition of total debt, manages the risk that could arise from the lack of sufficient liquidity and secures that necessary borrowing facilities are maintained. The facilities that could be utilized to fund any potential shortfall in cash resources. cash as through credit the amount funding as well as the short-term and composition total could arise of sufficient are Group has sufficient credit line

The Group manages and monitors its working capital in order to minimize any possible liquidity and cash flow risks.

2.4.5 Raw material price risk

The Group is exposed to the volatility of raw material prices. For instance, aluminium is a basic raw material for the Group and as such movements in the aluminium price affect the Group's financials. In order to protect itself against adverse alumin price movements, the Group hedges against fluctuations of the aluminium price over short term periods of time. term 1/1-31/12/2010 (excluding the effect from the sale of the participat Group raw material is raw the Group's aluminium

2.5 FUTURE OUTLOOK AND PROSPECTS

The Group's financial results for the period 1/1 Theodoridis S.A.) are in line with management's estimations and reflect the decline in the consumer market. The drop of the parent's sales was offset largely by the increase of sales from price increase of the raw materials, increased advertising and promotion expenses, together with expenses for the general reduction of operating cost, significantly affected the group's profitability. The sale of the participation in K. Theodoridis was considered a necessary action under the current circumstances. affiliates. However, increased production cost, due to the price over 31/12/2010 from the sale of participation in K. in line in the consumer of the group's participation in

As uncertainty in the market persists, the Group's management expects that the adverse conditions in the economic environment will continue throughout 2011 as well and continues to emphasize on b expected revenue. nsidered bringing its cost base in line with the economic ringing structure, operating and rther enhance the Group's financial

Management remains dedicated to its policy, for strong capital structure, low debt, containment of operating cost and in general for efficient management of working capital, with the objective to fu position. further

At the same time, as always, the Group remains focused on strategic outlook for Sarantis Group and specifically on the following: objectives that support and secure a profitable

  • Organic growth of core activities and emphasis on own brands.
  • Development of existing market shares of own brands in Eastern Europe.
  • Continuous monitoring of economic developments in countries where the Group operates and adjustment to new conditions each time. es cquisition in favor of exploring possible new acquisitions. that and a monitoring developments countries where capable that allow n
  • Exploration of possible acquisition targets in existing markets, that maintain capable market shares, profitability and cost structure that allow the largest possible achievement of synergies following the acquisition.
  • The Group's management considers that current conditions are i

2.6 RELATED PARTY TRANSACTIONS

The significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are presented below. and its related International

Affiliates:

Company

Trade receivables 31/12/2010 31/12/2009
VENTURES S.A. 693,023.46 790,888.94
ZETA SA 423,187.82 410,657.02
SARANTIS ROMANIA S.A 0.00 11,858.28
K. THEODORIDIS S.A. 0.00 55,947.39
SARANTIS CZECH REPUBLIC sro 1,550,257.20 944,265.32
SARANTIS POLSKA S.A 2,635,684.83 1,427,056.36
SARANTIS UKRAINE S.A 0.00 501,980.09
SARANTIS ANADOL SA 63,298.68 0.00
SARANTIS RUSSIA 0.00 699,970.75
SARANTIS HUNGARY Kft. 239,917.53 391,151.82
Total 5,605,369.52 5,233,775.97
Receivables from loans 31/12/2010 31/12/2009
ZETA SA 260,000.00 200,000.00
TOTAL RECEIVABLES 5,865,369.52 5,433,775.97
Trade liabilities 31/12/2010 31/12/2009
VENTURES SA 3,669.60 200.00
ZETA SA 300.00 300.00
THRACE-SARANTIS S.A 439,003.51 0.00
SARANTIS SKOPJE D.O.O 0.00 480,640.48
SARANTIS POLSKA S.A 16,398.91 12,812.56
SARANTIS BELGRADE D.O.O 1,834.12 861,584.78
SARANTIS ROMANIA S.A 235,760.67 1,902,211.41
SARANTIS SKOPJE D.O.O 514,583.98 0.00
SARANTIS BULGARIA L.T.D 454,793.35 1,782,902.94
SARANTIS ANADOL S.A 99,469.79 345,497.97
Total 1,765,813.93 5,386,150.14
Liabilities from loans
ΖΕΤΑ FIN LTD 26,874,368.39 18,811,285.09
SAREAST L.T.D. 400,000.00 400,000.00
GR SARANTIS CYPRUS L.T.D 24,030,000.00 16,471,567.00
Total 51,304,368.39 35,682,852.09
TOTAL LIABILITIES 53,070,182.32 41,069,002.23

INCOME

Income from sale of merchandise 31/12/2010 31/12/2009
VENTURES SA 1,199,839.35 1,450,943.24
SARANTIS ROMANIA S.A 3,963,243.49 4,251,656.48
SARANTIS BULGARIA L.T.D 1,813,725.59 2,172,406.40
SARANTIS BELGRADE D.O.O 2,367,388.36 2,149,795.38
SARANTIS SKOPJE D.O.O 797,107.31 738,757.46
SARANTIS ANADOL S.A 195,634.16 69,153.50
SARANTIS POLSKA S.A 4,845,238.07 3,936,733.09
SARANTIS CZECH REPUBLIC sro 1,118,329.60 1,385,671.70
K. THEODORIDIS SA 37,125.63 -10,304.16
SARANTIS RUSSIA 0.00 -723,588.99
SARANTIS HUNGARY 558,221.70 675,057.92
Total 16,895,853.26 16,096,282.02
Other Income 31/12/2010 31/12/2009
VENTURES SA 11,596.21 21,660.36
SARANTIS ROMANIA S.A 29,027.00 0.00
SARANTIS BELGRADE D.O.O 1,925.00 0.00
SARANTIS ANADOL S.A 3,774.20 0.00
SARANTIS SKOPJE D.O.O 13,716.00 0.00
SARANTIS HUNGARY 19,438.00 0.00
SARANTIS CZECH REPUBLIC sro 33,493.00 0.00
SARANTIS POLSKA S.A 28,936.00 11,200.00
ZETA SA 14,487.50 7,625.00
SARANTIS BULGARIA L.T.D 19,499.77 5,115.77
K. THEODORIDIS SA 39,810.00 28,375.36
Total 215,702.68 73,976.49
TOTAL INCOME
-- -------------- --

17,111,555.94 16,170,258.51

EXPENSES & PURCHASES

Purchases of Merchandise 31/12/2010 31/12/2009
ELMI PRODFARM S.R.L 0.00 1,746.63
SARANTIS BELGRADE D.O.O 0.00 1,387.28
SARANTIS HUNGARY 0.00 1,728.46
SARANTIS ROMANIA S.A 3,706.51 0.00
VENTURES SA 34,876.26 0.00
SARANTIS POLSKA S.A 93,928.00 22,801.35
SARANTIS ANADOL S.A 1,050,034.33 1,569,995.78
SARANTIS RUSSIA 0.00 709,509.09
THRACE-SARANTIS S.A 1,233,016.20 0.00
Total 2,415,561.30 2,307,168.59
Expenses – Interest 31/12/2010 31/12/2009
ΖΕΤΑ FIN LTD 1,292,071.44 540,341.21
GR SARANTIS CYPRUS L.T.D 871,352.51 574,953.72
SAREAST L.T.D 18,250.00 18,250.00
Total 2,181,673.95 1,133,544.93
GENERAL EXPENSES 4,597,235.25 3,440,713.52
TABLE OF DISCLOSURE OF RELATE
RELATED PARTIES
GROUP COMPANY
a) Income 0.00 17,111,555.94
b) Expenses 0.00 4,597,235.25
c) Receivables 0.00 5,865,369.52
d) Liabilities 0.00 53,070,182.32
e) Transactions and remuneration of senior executives and management 732,145.62 717,098.58
f) Receivables from senior executives and management 0.00 0.00
g) Liabilities towards senior executives and management 0.00 0.00

2.7 DETAILED INFORMATION ACCORDING TO ARTICLE 4, PAR. 7, LAW 3556/2007

2.7.1 Structure of the Company's share capital

The company's share capital amounts to (59,060,447.60 Euro), divided into thirty eight million three hundred fifty thousand nine hundred and forty common registered shares with voting right (38,350,940 shares each. re fifty nine million sixty thousand four hundred forty seven euro and sixty cents ,350,940 shares), with a nominal value of one euro and fifty four cents ( million sixty thousand three four cents (1.54 Euro)

All the shares are registered and listed for trading in the Securities Market of the Athens Exchange classification). for trading the ("Large Cap"

The rights of the Company's shareholders with respect to their shares are proportional to the share capital stake to which the paid-in share value corresponds. Each share incorporates all the rights and obligations that are stipulated by the Law and Company's Articles of Association, and m olders in more specifically:

• The right to dividend from the annual earnings or liquidation profits of the Company.

A percentage of 35% of the net earnings earnings of each year to shareholders as an initial dividend while the distribution of an additional dividend is resolved upon by the General Meeting. Dividends are entitled to each shareholder who is registered in the Shareholders' Register at the dividend record date. The dividend for each the Ordinary General Meeting approved the released through the Press. The right to receive payment of the div unclaimed amount goes to the State upon the lapse of five years from the end of the year during which the General Meeting approved the distribution of the said dividend. following deduction only of the statutory reserve is distributed from the s share is paid to its holder within two (2) months from the date on which Annual Financial Statements. The payment date and the payment method are dividend is subject to a time limitation and the respective in share value Each share incorporates all the rights are the statutory distributed the as dividend while is Meeting. Dividends registered in at share to its (2) from date which tatements. The payment date are idend

• The right to reclaim the amount of one's contribution during the liquidation or, similarly, the writing off of the capital representing the share, provided that this is resolved upon by the General Meeting, ount emptive cash payment or the issuance of new shares. to of ount during off of ash issuance of the Board of

• The pre-emptive right at every share capital increase of the Company via c

• Each shareholder is entitled to request a copy of the financial statements along with the relevant reports of the Board of Directors and the Auditors of the Company.

• The right to participate in the Company's G presence, participation in discussions, submission of proposals on the items of the agenda, entry of one's opinion on the minutes of the Meeting and finally the right to vote. General Meeting which consists of the following specific rights: legitimacy, eneral rights: discussions, one's the Company's retains its and liquidation. The of place based procedures

• The General Meeting of Company's Shareholders retains all its rights and obligations during liquidation. The liability of shareholders is limited to the nominal value of the shares such hold. e res

2.7.2 Limits on transfers of Company shares

The transfer of Company shares takes place based on procedures stipulated by Law, while there are no restrictions set by the Articles of Association for transfer of shares, as such are dematerialized shares listed on the Athens Exchange.

2.7.3 Significant direct or indirect holdings acco according to the definition of 3556/2007

On 31.12.2010 the following shareholders held more than 5% of the total voting rights of the Company: of Association shares, as held more rights of

Name Position Percentage
MARGINPLUS INVESTMENTS LIMITED 14,255,500 37.171%
GR. SARANTIS SA 2,430,524 6.338%
KAS DEPOSITORY TRUST COMPANY 2,024,338 5.278%

- MARGINPLUS INVESTMENTS LIMITED LIMITED: 37.171%

Number of
shares
%
voting rights
Number of voting rights
Direct Direct Indirect Direct
Direct
Indirect
GRIGORIS SARANTIS 600,880 600,880 see MARGINPLUS 1
1.57%
see MARGINPLUS
KYRIAKOS SARANTIS 480,000 480,000 see MARGINPLUS 1
1.25%
see MARGINPLUS
AIKATERINI SARANTI 370,900 370,900 see MARGINPLUS 0
0.97%
see MARGINPLUS
MARGINPLUS INVESTMENTS LTD 14,255,500 14,255,500 37
37.17%
HAWKEYE HOLDING S.A. 14.255.500 37.17%
TOTAL 15,707,280 15,707,280 40.96%

The shareholders of the company GR. SARANTIS S.A., Grigoris Sarantis, Kyriakos Sarantis, Aikaterini Saranti, Holding S.A. and Marginplus Investment Ltd., based on an agreement that exists since 24/12/1997 aforementioned three individuals and provides for the co adopt a common policy regarding the management of the company, hold a direct and indirect participation in the voting rights of GR. SARANTIS S.A. equal to 40.96% (namely co-ordinated exercise of their voting rights in order to continuously ights 15,707,280 voting rights). the Hawkeye between the ordinated order continuously

It is noted that the company Hawkeye Holding the share capital of the company MARGINPLUS INVESTMENTS LTD. S.A. belongs to the aforementioned three individuals and holds 100% of company, voting of 6.34% of the share

  • GR. SARANTIS S.A.: 6.338%

The company GR. SARANTIS S.A. holds a total of capital. It is noted that treasury shares do not carry voting rights. 2,430,524 treasury shares that correspond to

On 23/03/10 the company GR. SARANTIS S.A., in th exceeded 5% of its share capital. the context of Law 3556 disclosed to investors that on 19/03/2009 it

- KAS DEPOSITORY TRUST COMPANY: 5 : 5.278%

The company KAS DEPOSITORY TRUST COMPANY notified on 20/05/09 that on 13/05/09 it proceeded to the purchase of shares in GR. SARANTIS SA, thus increasing its participation in the share capital and voting rights of GR. SARANTIS SA from 4.961% (namely 1,902,500 shares and voting rights) to 5.026% (namely 1,927,500 shares and voting rights). company DEPOSITORY COMPANY its the of shares and

Since then the company has not proceeded to a significant change of its voting rights in the context of L.3556. its voting in the

2.7.4 Shares conferring special control rights

None of the Company shares carry any special rights of control.

2.7.5 Limitations on voting rights

The Articles of Association make no provi provision for any limitations on voting rights emanating from its shares.

2.7.6 Agreements among Company shareholders

The Company is not aware of any agreements among shareholders entailing limitations on the transfer of shares or limitations on voting rights. sion limitations on agreements among entailing on of or

2.7.7 Rules governing the appointment and replacement of members of Board of Directors and the amendment of the Articles of Association members Board of and of the

The rules set out in the Articles of Association of the Company on the appointment and replacement of members of the Board of Directors and the amendment of the provisions of the Articles of Association do not differ from those envisaged in Codified Law 2190/20. of the of not

2.7.8 Responsibility of the Board of Directors for the issuance of new shares or the purchase of treasury shares Responsibility the Board purchase of

According to the provisions of article 13 par. 1 item b) of C.L. 2190/1920 the Company's Board of Directors has the right, following a relevant decision by the General Shareholder's Meeting that is subject to the publicity announcements of article 7b of C.L. 2190/1920, to increase the Company's share capital with the issuance of new shares, through a decision by the Board of Directors that is made with a majority of at least two thirds (2/3) of its total members. In this case, Company's share capital may be increased by no m of Directors was granted such power by the General Meeting. This power of the Board of Directors may be renewed by the General Meeting for a period that may not exceed five year per insta ors rovisions ncrease more than the share capital amount paid up on the date when the Board instance of renewal. C.L. Directors the Meeting that is subject of with the new with of least thirds (2/3) members. case, ore up on Board Directors was renewed by

2.7.9 Important agreements initiated, amended or terminated in case a charge arises in the company's control following a public offer Important control

There are no agreements which enter into force, are amended or terminated in the event of change in the control the Company following a public offer. which terminated in the event of

2.7.10 Agreements with members of the Board of Directors or employees of the Company

The Company has no significant agreements with members of the Board of Directors or its employees providing for the payment of compensation, especially in the case of resignation or dismissal without good reason or termination of their period of office or employment due to a public offer. on, of the company GR. SARANTIS S.A. that took pl or its the on, especially in or without or their that place on 30/06/2010 approved a

2.8 TREASURY SHARES

The Ordinary General Shareholders Meeting share buyback program through the Athens Exchange and according to article 16 of c.l. 2190/1920 as in force, up to 10% of the company's shares (the 10% currently represents 3,835,094 shares), including the 2,225,900 shares alre purchase price 4.58 euro) until 30/06/2010 by the company based on the resolutions of the General Shareholders Meetings of 02/06/2008 and 11/11/2008. ) euro (17 €) per share and the lowest at one euro and fifty four cents (1.54 Exchange 16 10% company's (the including already acquired (average

The maximum buy back price was set at seventeen €) per share or the applicable nominal value. The company may acquire own shares up to twenty four months from the date of the General Meeting, that is up to 30/06/2012, in order to improve the company's earnings an distribute earnings/return capital to the shareholders as well as for use in a possible partnership or a possible future acqu Finally, the Board of Directors was authorized to act accordingly for the completion of t the buyback program. of General of t at one applicable to and dividend per share, indirectly earnings/return capital well in acquisition.

In effect of the article 4, paragraph 4 of the 2273/2003 Regulation of the European Commission, according to article 16, Law 2190/1920, and based on the relevant resolutions by the Extraordinary General Shareholders' Meeting which took place on the 02/06/2008, as such were amended by the Shareholder's Extraordinary General Meeting dated 11/11/2008, the company GR. SARANTIS S.A., acquired the company's share capital. Respectively, according to the Ordinary General Meeting dated acquired, during 2010, 204,624 treasury shares at an average price of 3.22 euro, which is equal to 0.53% of the company's share capital. 2,225,900 treasury shares at an average price of he Commission, according and based on by the Shareholder's Meeting average price of 4.58 which is equal to 5.80% of Respectively, 30/6/2010 the company which equal to

In total, since the beginning of the share buyback programme, the company owns average price of 4.46 euro which correspond to ning 2,430,524 6.338% of the share capital. treasury shares at an

2.9 EVENTS AFTER THE REPORTING PERIOD

There are no events after the reporting period.

2.10 CORPORATE GOVERNANCE STATEMENT

The Board of Directors of the company, according to the obligations resulting from article 2 par. 2 of Law 3872/10, declares the following: of company, the 2 3872/10, Sarantis applies in Corporate Governance

Gr. Sarantis SA applies corporate governance rules and practices, which are summarized in the C Code prepared by the company and which have taken into account all State legislation and relevant guidances from authorities that have been issued up to the release of the present statement. by company taken relevant from s interested website:

The Corporate Governance Code of Gr. Saranti http://ir.sarantis.gr/el-gr/intro/our-responsibility overnance Sarantis SA is available to all those interested at the corporate website responsibilityGovernance Code chapter 4 par. 4.1), with the

The company has established an Executive Committee (see Corporate G CEO as chairman and six senior company managers as members together with the relevant managers of each Business Unit. The Executive Committee is a collective part of the company's management with purely executiv and a supervisory role on current operational and management affairs. overnance 4 par. the as chairman managers of each Business a collective part executive responsibilities

The company has established an Audit Committee (see Corporate Governance Code chapter 3 par. 3.1), with an independent non-executive Board member as chairman, which refer to the Board of Directors. The Audit Committee evaluates the overall efficiency of the internal control and risk assessment system. and three non-executive members, two of which independent, Corporate par. with executive independent, Directors. The the results risks

The Internal Audit Division is responsible for carrying out the audit and taking corrective actions when deemed necessary. It assess and communicates such to the Audit Committee and CEO, with the objective t The internal audit, as a group of procedures, methods and mechanisms, is carried out by management executives and in general by all the company's staff according to the responsibilities of each, it is supervised Board of Directors and CEO and is reviewed on its effectiveness and thoroughness department. audits, submitting proposals, communicating the results and assesses the possible risks detected during the audits to take the appropriate corrective measures. – adequacy, by the Internal Audit o measures. internal procedures, by in all the according the of it is by the Audit Committee, the by Internal As to the for detecting and

As regards to risk management, it should be noted that the Executive Committee is also responsible f assessing risks of the economic environment during the planning and implementation of the company's strategic goals.

The authorities, obligations, duties and responsibilities of the Board of Directors, the Executive Committee and the Audit Committee are stated in the Corporate Governance Regulation and are described in the Company's Operation Regulation. t C as regards to public acquisition offers. environment during obligations, and responsibilities Board Committee in the Internal

The company is subject to guidance 2004/25/Ε

The group's structure is presented in detail in chapter 4.6.2 of the Financial Statements prepared and published by the company through means stated by the law. structure and the to voting rights there

The company has not issued titles that pro voting rights, the exercise time limits of voting rights are those in effect during the General Meeting of shareholders, ther are no convertible loans and in general there are distinguished by the ownership of the titles. On 31/12/2010 the company owned 2,430,524 treasury shares, which correspond to approximately 6.34% of its share capital and which do not carry provide special control rights to their holders, nor are there any limitations to no systems through which financial rights emanating from titles are voting rights. are voting rights.

If a member of the Board of Directors passes away, resigns etc., the remaining members may appoint a replacement, who must be approved by the subsequent General Meeting. Directors resigns may appoint who ng majority ½ of Association made nt). a simple

The members of the Board are elected – +1 of those present). appointed by the General Meeting with a simple quorum (1/5) and majority ( ½

Amendments to the provisions of the Articles of Association that are described in article 29 par. 3 of CL 2190/20, are made with an increased quorum (2/3) and majority (2/3 of those prese quorum (1/5) and majority ( ½ +1 of those present). present). Amendment of other provisions with a simple

15

On 31/12/2010 a stock option plan was in effect for the company's employees as well as a decision by the General Meeting for a share buyback program (as de defined by article 16 CL 2190/20). stock effect employees well the It on binds those the Chairman of

The General Meeting of shareholders is the supreme decision also binds those shareholders absent or dissident. The General Meeting is chaired temporarily by th the Board, who with a specific procedure sees to the election of an ordinary General Meeting Chairman and Secretary. The General Meeting is also responsible for decision making on all issues presented before such, while it is entirely respons to decide on the following: a) amendments of the Articles of Association including capital changes, b) election of Board of Directors' members, auditors and setting their remuneration. According to article 10 of the Articles of Association, the election of members of the first Board of Directors is excluded, while according to article 12 of the Articles the election of Board advisors, in replacement of vacant positions resulting from death, resignation or dismissal, is also excluded, c) approval of the financial statements, d) appropriation of annual earnings, e) issue of bond loans (according to article 3 of CL 2190/20, f) for cases of merger, spin appointment of liquidators. authority of the Company. It may decide on any issue, while its on spin-offs, conversions, revival, extension or liquidation of the company and f) the with a Chairman and Secretary. The on all such, while responsible of including of auditors their remuneration. of Board of excluded, while according of replacement c) financial d) annual bond loans article of offs, revival, members. The 4 (four) non-executive, while 2 (two) of the

The Board of Directors of Gr. Sarantis SA consists of 9 (nine) members. The 4 (four) are non non-executive are also independent members. The Board of Directors represents the company before any authority and is responsible to decide on any issue that concerns the administration, management of the company's assets and in general anything relating to achieving the company's objective. of Directors represents the is decide any issue management of in general during its 15 2011, elected a independent non-executive member, Mr.

The Board of Directors, during its meeting on 15 February 2011, elected a new independent n Souriadakis Emmanuel, in replacement of the resigned member Mr. Bobolas Fotiou.

The members of the Board of Directors act with integrity and to the interest of the company and protect confidentiality of non-publicly available information by applying the company's Internal Operation Regulation, which includes the policies on managing conflicts of interest among Board members and the company, as well as policies to protect classified information. e rmation larly of the of Internal Operation

The Board of Directors convenes regularly according to the needs of the company and the issues to be discussed and at least once a month. The company's Legal Advisor, who is also an executive member of the Board, keeps the minutes of the meeting. It is noted that during 2010, the presence of the presence of independent non-executive to almost 20% of the meetings. executive and non-executive members amounted to over 90%, while executive and company, policies to to be at least once month. The executive member of the executive request by Executive Officer, any

The members of the Board of Directors have the right to request by Management, through the Chief Executive Officer, a information they deem necessary to perform their responsibilities.

The executive members, as well as the Audit Committee inform the Board of Directors on the business developments and the significant risks to which the company is exposed, as well as on changes that are applied in legislation. members, Committee on developments legislation. executive Directors business other than the company's.

The independent non-executive members of the Board of Directors have business obligations From the remaining members only the Legal Advisor, under his capacity as an attorney, practices l executive Marousi, 23 March 2011 his capacity law.

The Board of Directors

THE CHAIRMAN OF THE BOARD

THE VICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER THE FINANCE DIRECTOR BOARD MEMBER &

GRIGORIS SARANTIS

ID NO. Χ 080619/03

KYRIAKOS SARANTIS KONSTANTINOS ROZAKEA KONSTANTINOS ROZAKEAS

ID NO. ΑΙ 597050/2010 ID NO. Ρ 534498/94 ID

16

3. AUDIT REPORT

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of "GR. SARANTIS S.A. "

REPORT ON STAND-ALONE AND CONSOLIDATED FINANCIAL STATEMENTS ALONE

We have audited the accompanying stand alone and consolidated financia Company) and its subsidiaries, which comprise the stand alone and consolidated financial position as at 31 December 2010, and the stand alone and consolidated statements of comprehensive income, changes in equity an the year then ended, and a summary of significant accounting policies and other explanatory notes. financial statements of "GR. SARANTIS S.A." (the l S.A." alone position of changes in and cash flows for

MANAGEMENT'S RESPONSIBILITY FOR THE STAND-ALONE AND CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation and fair statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal controls as management determines is necessary to enable the prep financial statements that are free from material misstatement, whether due to fraud or error. presentation of these stand-alone and consolidated financial preparation of stand year then ended, alone financial adopted by such aration stand-alone and consolidated or alone statements based on our

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these stand audit. We conducted our audit in accordance with International Standards of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the stand and consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the stand consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the stand audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion stand-alone and consolidated financial stat ment, preparation and fair presentation of the stand-alone and consolidated financial internal control. An audit also includes evaluating the stand-alone and consolidated financial statements. We believe that the rm 17 with ethical stand-alone statements performing evidence and on assessment material stand-alone and whether In those the auditor alone procedures the not purpose of audit accounting reasonableness of ial believe the sufficient and opinion.

OPINION

In our opinion, the accompanying stand respects, the financial position of the Company and of its subsidiaries as of December 31, 2010, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. stand-alone and consolidated financial statements present fairly, in all ma alone present in material financial the and performance and for accordance with Reporting a) Report the a statement information rm given

REPORT ON OTHER LEGAL AND REGULATORY ISSUES

a) The Report of the Board of Directors includes a statement of corporate governance, which provide the information specified in paragraph 3d of article 43a of C.L. 2190/1920.

b) We confirm that the information given in the Director's Report is consistent with the accompanying stand alone and consolidated financial statements and complete in the context of the requirements of articles 43a, 108 and 37 of Codified Law 2190/1290. statements complete in the of

18

Certified Auditors Accountants Business Consultants S.A. 396 Mesogeion Ave, 15341 Ag. Paraskevi, Athens Company Reg. No. : 148 - 148

Athens, 28 28th March 2011

The Certified Auditor Accountant -

Evaggelos N. Pag Certified Auditor Reg. No. N. Pagonis No.: 14211

4. ANNUAL FINANCIAL STATEMENTS

ANNUAL FINANCIAL STATEMENTS

of 31 December 2010

Those responsible for the preparation of the Annual Financial Statements of the period 01/01/2010 the signatories at the end of the Financial Statements. – 31/12/2010 are

4.1 STATEMENT OF FINANCIAL POSITION

GROUP COMPANY
Note 31/12/2010 31/12/2009 31/12/2010 31/12/2009
ASSETS
Non-current assets 80,820,267.41 80,620,335.33 91,420,189.66 95,927,427.62
Tangible fixed assets 4.10.16 39,434,517.95 41,080,907.17 31,933,649.56
31,933,649.56
34,046,368.52
Intangible assets 4.10.16 11,569,804.57 6,227,214.59 5,574,819.28
5,574,819.28
4,468,707.60
Company goodwill 4.10.2 4,741,211.22 5,951,956.83 0.00 0.00
Deferred tax assets 4.10.11 2,123,339.36 1,804,387.79 1,424,462.79
1,424,462.79
1,342,491.62
Investments in subsidiaries, associates 17,434,539.04 18,312,607.81 47,794,426.64
47,794,426.64
50,230,727.81
Financial assets available for sale 4.9.3 5,214,390.00 6,832,360.00 4,480,250.00
4,480,250.00
5,622,500.00
Other long-term assets 302,465.28 410,901.14 212,581.39 216,632.07
Current assets 160,800,788.59 142,879,897.56 93,444,999.30 76,810,898.03
Inventories 4.10.3 33,680,638.84 34,683,610.66 16,046,650.71
16,046,650.71
17,561,924.67
Trade receivables 4.10.4 71,872,216.33 70,899,876.97 36,339,277.07
36,339,277.07
37,664,546.04
Other receivables 4.10.4 5,190,026.21 5,684,558.20 2,947,971.70
2,947,971.70
3,753,482.64
Cash & cash equivalents 4.10.5 47,159,692.28 30,818,427.08 35,725,644.29
35,725,644.29
17,551,273.57
Financial assets at fair value through profit and
loss
4.10.6 1,931,254.64 0.00 1,931,254.64
1,931,254.64
0.00
Prepayments and accrued income 966,960.29 793,424.65 454,200.89 279,671.11
Total Assets 241,621,056.00 223,500,232.89 184,865,188.96
184,865,188.96
172,738,325.65
Shareholders' EQUITY:
Share capital 4.10.14 59,060,447.60 59,060,447.60 59,060,447.60
59,060,447.60
59,060,447.60
Share premium account 39,252,195.98 39,252,195.98 39,252,195.98
39,252,195.98
39,252,195.98
Reserves -18,438,935.83 -15,927,411.90 -16,946,095.75
16,946,095.75
-14,930,360.48
Profit (losses) carried forward 44,333,921.48 33,193,861.54 -36,710,881.87
36,710,881.87
-33,194,976.14
Total Shareholders' Equity 124,207,629.23 115,579,093.22 44,655,665.96 50,187,306.96
Non controlling interest: 11,607.28 7,065.81 0.00 0.00
Total Equity 124,219,236.51 115,586,159.03 44,655,665.96 50,187,306.96
LIABILITIES
Long-term liabilities 43,918,791.69 53,606,096.10 41,607,431.00 51,258,225.00
Loans 4.10.9 39,500,000.00 50,250,000.00 39,500,000.00
39,500,000.00
49,000,000.00
Deferred tax liability 4.10.11 35,712.06 10,605.24 0.00 0.00
Provisions for post employment employee
benefits
4.10.19 1,529,447.50 1,723,146.50 1,514,367.00
1,514,367.00
1,665,161.00
Provisions and other long-term liabilities 4.10.8 2,853,632.13 1,622,344.36 593,064.00 593,064.00
Short-term liabilities 73,483,027.80 54,307,977.76 98,602,092.00 71,292,793.69
Suppliers 4.10.7 38,831,379.18 38,143,698.76 21,461,485.67
21,461,485.67
22,000,140.13
Other liabilities 4.10.7 3,418,542.38 3,341,456.41 54,498,365.68
54,498,365.68
42,851,031.11
Income taxes and other taxes payable 4.10.
4.10.10
2,144,220.46 2,408,847.01 570,773.46 1,293,746.36
Loans 4.10.9 24,504,310.04 6,728,094.21 21,500,000.00
21,500,000.00
4,500,000.00
Accruals and deferred expenses 4,584,575.74 3,685,881.37 571,467.19 647,876.09
Total Equity & Liabilities 241,621,056.00 223,500,232.89 184,865,188.96
184,865,188.96
172,738,325.65

4.2 STATEMENT OF COMPREHENSIVE INCOME

GROUP COMPANY
01/01 – 31/12/10 01/01 – 31/12/09 01/01 –
31/12/10
01/01 – 31/12/09
Note Continued
Operations
Discontinued
Operations
Total
Operations
Continued
Operations
Discontinued
Operations
Total
Operations
Revenue 4.10.1 220,007,409.82 3,333,013.40 223,340,423.22 215,935,077.87 4,714,424.26 220,649,502.14 92,817,635.19 101,703,623.85
Cost of sales 4.10.13 111,923,446.19 1,738,250.39 113,661,696.58 107,604,818.94 2,462,832.84 110,067,651.78 52,300,519.88 54,440,561.68
Gross operating profit 108,083,963.64 1,594,763.00 109,678,726.64 108,330,258.94 2,251,591.42 110,581,850.36 40,517,115.31 47,263,062.17
Other operating income 7,578,600.84 21,174.70 7,599,775.55 8,559,847.03 29,503.95 8,589,350.98 2,513,253.88 2,444,016.36
Administrative expenses 4.10.13 14,478,838.85 267,799.03 14,746,637.89 13,052,284.81 398,753.76 13,451,038.57
13,451,038.57
6,267,211.57 6,312,707.55
Distribution expenses 4.10.13 83,638,384.28 1,411,093.15 85,049,477.43 80,462,319.60 1,813,310.82 82,275,630.42
82,275,630.42
35,060,918.52 37,025,290.32
Operating profit 17,545,341.35 -62,954.48 17,482,386.87 23,375,501.56 69,030.79 23,444,532.34
23,444,532.34
1,702,239.10 6,369,080.66
Impairment of Subsidiary 0.00 0.00 0.00 0.00 0.00 0.00 -510,000.00 -1,974,424.52
Financial income-expenses -785,463.01 -1,341,133.42 -2,126,596.43 -1,778,708.35 -192,429.38 -1,971,137.73
1,971,137.73
-4,247,896.37 -2,509,363.54
Earnings before taxes 16,759,878.34 -1,404,087.90 15,355,790.44 21,596,793.21 -123,398.59 21,473,394.61
,473,394.61
-3,055,657.27 1,885,292.60
Income tax 4,10,10 3,384,915.74 0.00 3,384,915.74 4,201,665.52 1,810.23 4,203,475.75 0.00 381,533.46
Deferred tax 4,10,11 -288,260.08 0.00 -288,260.08 382,302.70 0.00 382,302.70 -81,971.17 463,973.10
Profit after the deduction of tax 13,663,222.68 -1,404,087.90 12,259,134.77 17,012,824.99 -125,208.82 16,887,616.17
16,887,616.17
-2,973,686.10 1,039,786.04
Windfall Tax 438,973.01 0.00 438,973.01 487,935.32 0.00 487,935.32 124,823.41 487,935.32
Profit after the deduction of tax (A) 13,224,249.67 -1,404,087.90 11,820,161.76 16,524,889.67 -125,208.82 16,399,680.85
16,399,680.85
-3,098,509.51 551,850.72
Shareholders of the parent 13,219,708.20 -1,404,087.90 11,815,620.29 16,519,931.43 -125,208.82 16,394,722.60
16,394,722.60
-3,098,509.51 551,850.72
Non controlling interest 4,541.47 0.00 4,541.47 4,958.24 0.00 4,958.24 0.00 0.00
Other comprehensive income after
taxes (B)
-2,292,925.25 0.00 -2,292,925.25 -762,724.36 -4,039.17 -766,763.53
766,763.53
-1,538,972.47 193,613.85
Total comprehensive income after
taxes (A) + (B)
10,931,324.41 -1,404,087.90 9,527,236.51 15,762,165.31 -129,247.99 15,632,917.32
15,632,917.32
-4,637,481.98 745,464.57
Owners of the parent 10,926,782.94 -1,404,087.90 9,522,695.04 15,757,207.07 -129,247.99 15,627,959.07
15,627,959.07
- -
Non controlling interest 4,541.47 0.00 4,541.47 4,958.24 - 4,958.24 - -
Earnings per share, which
correspond to the parent's
shareholders for the period
0.3447 -0.0366 0.3081 0.4266 0.0009 0.4275 -0.0808 0.0144

4.2.1 Analysis of other comprehensive income after taxes Group - Parent

Group Company
01/01 – 31/12/10 01/01 – 31/12/09 01/01 –
31/12/10
01/01 –
31/12/09
Continued
Operations
Discontinued
Operations
Total
Operations
Continued
Operations
Discontinued
Operations
Total
Operations
Continued
Operations
Discontinued
Operations
Financial assets available for
sale
-2,034,761.13 0.00 -2,034,761.13 138,222.33 0.00 138,222.33 -1,538,972.47 193,613.85
Foreign exchange differences
from conversion to euro
-258,164.13 0.00 -258,164.13 -900,946.69 -4,039.17 -904,985.86
904,985.86
0.00 0.00
Other comprehensive income
after taxes
-2,292,925.25 0.00 -2,292,925.25 -762,724.36 -4,039.17 -766,763.53
766,763.53
-1,538,972.47 193,613.85

4.3 STATEMENT OF CHANGES IN GROUP'S EQUITY

Attributed to shareholders of the parent Non
Amounts in € Share Capital Share Premium Readjustments
Reserve and other
reserves
Balance of
profit / losses
Total controlling
participation
Total
Balance as at 1 January 2009 59,060,447.60 39,252,195.98 -12,241,635.30 18,706,144.33 104,777,152.61 2,107.57 104,779,260.18
Total comprehensive income for the period
Net profit for the period 16,394,722.60 16,394,722.60 4,958.24 16,399,680.85
Other comprehensive income
Financial assets available for sale 138,222.33 138,222.33 138,222.33
Foreign exchange differences -904,985.86 -904,985.86 -904,985.86
Write-off of minority interest due to acquisition
of stake
0.00 0.00
Total other comprehensive income 0.00 0.00 138,222.33 -904,985.86 -766,763.53 0.00 -766,763.53
Total comprehensive income after taxes 0.00 0.00 138,222.33 15,489,736.74 15,627,959.07 4,958.24 15,632,917.32
Other transactions registered in Equity
Purchase of treasury shares -3,703,596.20 -3,703,596.20 -3,703,596.20
Distributed dividends -1,150,528.20 -1,150,528.20 -1,150,528.20
Creation of reserves -148,508.66 148,508.66 0.00 0.00
Stock options 28,105.93 28,105.93 28,105.93
Total other transactions 0.00 0.00 -3,823,998.93 -1,002,019.54 -4,826,018.47 0.00 -4,826,018.47
Balance as at 31 December 2009 59,060,447.60 39,252,195.98 -15,927,411.90 33,193,861.54 115,579,093.22 7,065.81 115,586,159.03
Balance as at 1 January 2010 59,060,447.60 39,252,195.98 -15,927,411.90 33,193,861.54 115,579,093.22
115,579,093.22
7,065.81 115,586,159.03
Total comprehensive income for the period
Net profit for the period 11,815,620.29 11,815,620.29 4,541.47 11,820,161.76
Other comprehensive income
Financial assets available for sale -2,034,761.13 -2,034,761.13
2,034,761.13
-2,034,761.13
Foreign exchange differences -258,164.13 -258,164.13
258,164.13
-258,164.13
Write-off of minority interest due to acquisition
of stake
0.00
0.00
0.00
Total other comprehensive income 0.00 0.00 -2,034,761.13 -258,164.13 -2,292,925.25
2,292,925.25
0.00 -2,292,925.25
Total comprehensive income after taxes 0.00 0.00 -2,034,761.13 11,557,456.17 9,522,695.04
9,522,695.04
4,541.47 9,527,236.51
Other transactions registered in Equity
Purchase of treasury shares -662,546.68 -662,546.68
662,546.68
-662,546.68
Distributed dividends -383,509.40 -383,509.40
383,509.40
-383,509.40
Creation of reserves 294,340.60 -294,340.60 0.00
0.00
0.00
Stock options -108,556.72 260,453.78 151,897.06
151,897.06
151,897.06
Total other transactions 0.00 0.00 -476,762.80 -417,396.22 -894,159.02
4,159.02
0.00 -894,159.02
Balance as at 31 December 2010 59,060,447.60 39,252,195.98 -18,438,935.83 44,333,921.48 124,207,629.24
124,207,629.24
11,607.28 124,219,236.51

4.4 STATEMENT OF CHANGES IN COMPANY'S EQUITY

Attributed to shareholders of the parent
Share Capital Share Premium Readjustments
Reserve and other
reserves
Balance of profit
/ losses
Total Non
controlling
participation
Total
Amounts in €
Balance as at 1 January 2009 59,060,447.60 39,252,195.98 -11,299,975.40 -32,744,807.32 54,267,860.86
54,267,860.86
0,00 54,267,860.86
Total comprehensive income for the period
Net profit for the period 551,850.72 551,850.72 551,850.72
Other comprehensive income
Financial assets available for sale 193,613.85 193,613.85 193,613.85
Foreign exchange differences 0.00 0.00
Write-off of minority interest due to acquisition of
stake
0.00 0.00
Total other comprehensive income 0.00 0.00 193,613.85 0.00 193,613.85 0.00 193,613.85
Total comprehensive income after taxes 0.00 0.00 193,613.85 551,850.72 745,464.57 0.00 745,464.57
Other transactions registered in Equity
Purchase of treasury shares -3,703,596.20 -3,703,596.20
3,703,596.20
-3,703,596.20
Distributed dividends -1,150,528.20 -1,150,528.20
1,150,528.20
-1,150,528.20
Creation of reserves -148,508.66 148,508.66 0.00 0.00
Stock options 28,105.93 28,105.93 28,105.93
Total other transactions 0.00 0.00 -3,823,998.93 -1,002,019.54 -4,826,018.47
4,826,018.47
0.00 -4,826,018.47
Balance as at 31 December 2009 59,060,447.60 39,252,195.98 -14,930,360.48 -33,194,976.14 50,187,306.96
50,187,306.96
0.00 50,187,306.96
Balance as at 1 January 2010 59,060,447.60 39,252,195.98 -14,930,360.48 -33,194,976.14 50,187,306.96
50,187,306.96
0,00 50,187,306.96
Total comprehensive income for the period
Net profit for the period -3,098,509.51 -3,098,509.51
3,098,509.51
-3,098,509.51
Other comprehensive income
Financial assets available for sale -1,538,972.47 -1,538,972.47
1,538,972.47
-1,538,972.47
Foreign exchange differences 0.00 0.00
Write-off of minority interest due to acquisition of
stake
0.00 0.00
Total other comprehensive income 0.00 0.00 -1,538,972.47 0.00 -1,538,972.47
1,538,972.47
0.00 -1,538,972.47
Total comprehensive income after taxes 0.00 0.00 -1,538,972.47 -3,098,509.51 -4,637,481.98
4,637,481.98
0.00 -4,637,481.98
Other transactions registered in Equity
Purchase of treasury shares -662,546.68 -662,546.68 -662,546.68
Distributed dividends -383,509.40 -383,509.40 -383,509.40
Creation of reserves 294,340.60 -294,340.60 0.00 0.00
Stock options -108,556.72 260,453.78 151,897.06 151,897.06
Total other transactions 0.00 0.00 -476,762.80 -417,396.22 -894,159.02 0.00 -894,159.02
Balance as at 31 December 2010 59,060,447.60 39,252,195.98 -16,946,095.75 -36,710,881.87 44,655,665.96
44,655,665.96
0.00 44,655,665.96

4.5 STATEMENT OF CASH FLOWS

GROUP COMPANY
01/01-31/12/2010 01/01-31/12/2009 01/01
01/01-31/12/2010
01/01-31/12/2009
Operating Activities
Results before tax (continued operations) 16,759,878.34 21,596,793.21 -3,055,657.27 1,885,292.60
Results before tax (discontinued operations) -1,404,087.90 -123,398.59 - -
Adjustments for:
Depreciation/Amortization 3,839,025.76 3,584,975.41 2,301,901.11 2,250,697.03
Impairment of tangible & intangible fixed assets 1,191,032.40 0.00 0.00 0.00
Foreign Exchange differences -212,797.08 282,059.42 256,747.58 -316,711.44
Results(income, expenses, profits and losses) from investing
activities
-6,699,732.69 -7,060,982.98 769,224.60 1,489,768.05
Interest expense and related expenses 2,446,051.92 2,409,873.34 3,782,716.43 3,324,353.48
Decrease / (increase) in inventories -1,321,605.35 9,460,575.31 1,515,273.96 4,329,622.96
Decrease / (increase) in receivables -1,899,727.97 3,194,576.13 2,587,761.47 6,399,307.73
(Decrease) / increase in liabilities (other than to banks) 1,422,480.16 -4,756,339.93 10,390,404.70 -760,990.81
Less:
Interest and related expenses paid -2,240,101.34 -2,278,098.31 -3,576,765.85 -3,186,890.02
Tax paid -3,276,411.01 -4,368,794.31 -696,294.26 -2,093,379.00
Operating flows from discontinued operations 1,963,653.62 667,345.57 0.00 0.00
Total inflows / (outflows) from operating activities (a) 10,567,658.85 22,608,584.27 14,275,312.47 13,321,070.58
Investing Activities
Acquisition/Sale of subsidiaries, associates, joint ventures
and other investments
-2,420,402.42 -136,774.01 -2,305,093.43 937,210.12
Purchase of tangible and intangible fixed assets -6,233,926.72 -5,858,498.94 -1,408,979.52 -2,811,938.44
Proceeds from sale of tangible and intangible assets 206,943.51 157,577.82 62,893.45 7,303.59
Interest received 1,370,505.35 445,051.06 1,029,374.69 26,138.85
Dividends received 4,950,523.95 6,254,794.65 38,149.78 343,091.67
Investment flows from discontinued operations -405,427.16 -8,861.07 0.00 0.00
Total inflows / (outflows) from investing activities (b) -2,531,783.49 853,289.50 -2,583,655.03 -1,498,194.21
Financing Activities
Proceeds from loans granted / assumed 11,838,372.68 32,000,000.00 9,500,000.00 32,000,000.00
Payment of loans -2,000,000.00 -39,452,938.80 -2,000,000.00 -36,000,000.00
Repayments of liabilities from financial leasing (lease
g
payments)
-12,543.42 0.00 0.00 0.00
Dividends paid -354,740.04 -1,039,660.17 -354,740.04 -1,039,660.17
(Payments)/Proceeds from (purchase)/sale of treasury
shares
-662,546.68 -3,703,596.20 -662,546.68 -3,703,596.20
Financing flows from discontinued operations -609,777.09 -490,222.92 0.00 0.00
Total inflows / (outflows) from financing activities (c) 8,198,765.46 -12,686,418.08 6,482,713.28 -8,743,256.37
Net increase / (decrease) in cash and cash equivalents
(a+b+c)
16,234,640.82 10,775,455.68 18,174,370.72 3,079,620.00
Cash and cash equivalents at the start of the period 30,818,427.08 23,160,007.71 17,551,273.57 14,471,653.57
Effect from foreign exchange differences due to translation
to euro
106,624.38 -3,117,036.31 0.00 0.00
CASH & CASH EQUIVALENTS AT THE END OF THE PERIOD 47,159,692.28 30,818,427.08 35,725,644.29 17,551,273.57

4.6 NOTES ON THE ANNUAL FINANCIAL STATEMENTS

4.6.1 The company

4.6.2 Group structure

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010
4.6
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
4.6.1
The company
Gr. Sarantis SA (the company) has the legal form of a socié té anonyme and is the parent company of the Gr. Saran
group (the group).
the legal of a the Gr. Sarantis SA
The Company's domicile is located at 26 Amarousiou
offices are also located at the same address.
– Chalandriou Street, Marousi Greece, The company's central
The
The shares of Gr. Sarantis SA are listed on the main market of the Athe ns Exchange, Athens Exchange, in the Large Capitalization
the
category.
4.6.2
Group structure
The group's companies, which are included in the consolidated financial statements, are the following:
which are
are the following:
GROUP STRUCTURE
COMPANY DOMICILE DIRECT
PARTICIPATION
PERCENTAGE
INDIRECT
PARTICIPATION
PERCENTAGE
TOTAL TAX UN-AUDITED
FISCAL YEARS
FULL CONSOLIDATION METHOD
VENTURES SA GREECE 88.66% 0.00% 88.66% 2010
SARANTIS ANADOL S.A. TURKEY 99.98% 0.00% 99.98% 2005-2010
SARANTIS UKRAINE S.A. UKRAINE 100.00% 0.00% 100.00% 2006-2010
SARANTIS BULGARIA L.T.D BULGARIA 0.00% 100.00% 100.00% 2007-2010
SARANTIS ROMANIA S.A. ROMANIA 0.00% 100.00% 100.00% 2008-2010
SARANTIS DISTRIBUTION S.C ROMANIA 0.00% 100.00% 100.00% 2008-2010
SARANTIS BELGRADE D.O.O SERBIA 0.00% 100.00% 100.00% -
SARANTIS SKOPJE D.O.O FYROM 0.00% 100.00% 100.00% 2005-2010
SARANTIS POLSKA S.A. POLAND 0.00% 100.00% 100.00% 2008-2010
SARANTIS CZECH REPUBLIC sro CZECH REPUBLIC 0.00% 100.00% 100.00% 2006-2010
SARANTIS HUNGARY L.T.D HUNGARY 0.00% 100.00% 100.00%
.00%
2008-2010
GR SARANTIS CYPRUS L.T.D CYPRUS 100.00% 0.00% 100.00% 2009-2010
ΖΕΤΑ S.A GREECE 0.00% 100.00% 100.00% 2010
ΖΕΤΑ FIN LTD CYPRUS 0.00% 100.00% 100.00% 2009-2010
ΖΕΤΑ COSMETICS L.T.D CYPRUS 0.00% 100.00% 100.00% 2009-2010
WALDECK L.T.D CYPRUS 0.00% 100.00% 100.00% 2009-2010
SAREAST L.T.D CYPRUS 0.00% 100.00% 100.00% 2009-2010
SARANTIS RUSSIA RUSSIA 0.00% 100.00% 100.00% 2006-2010
PROPORTIONATE CONSOLIDATION
METHOD
THRACE-SARANTIS S.A. GREECE 0.00% 50.00% 50.00% 2009-2010
EQUITY CONSOLIDATION METHOD
ΕLCA COSMETICS LTD CYPRUS 0.00% 49.00% 49.00% 2001-2010
GREECE 0.00% 49.00% 49.00% 2008-2010
ESTEE LAUDER HELLAS S.A.
ΕSTEE LAUDER BULGARIA BULGARIA 0.00% 49.00% 49.00% 2001-2010

on the statement of comprehensive income and equity of the Group on 31/12/2009, as the company was established at the end of the 4th quarter of 2009. The effect on the statement of financial position is presented in the following table: and equity 31/12/2009, company effect on statement of

ASSETS Group Balance
on 31/12/2009
Effect of Change in
Accounting Policy
Revised Group
Balance
Balance
31/12/2009
Investments in
affiliates, associates
,
18,372,607.81 -60,000.00 18,312,607.81
18,312,607.81
Cash equivalents 30,758,427.08 60,000.00 30,818,427.08
30,818,427.08
31/12/2010 the companies THRACE-S S.A. and TRADE90 were renamed to THRACE
S S.A.
were renamed to THRACE

B) During the financial year 01/01/2010-31/12/2010 SARANTIS S.A. and SARANTIS HUNGARY respectively. 31/12/2010 the companies THRACE-S S.A. and TRADE90 were renamed to THRACE

C) During November 2010, the subsidiary company Gr Sarantis Cyprus, which is based in Cyprus, absorbed its 100% subsidiary Venus, which is based in Luxembourg. No change resulted in the Group from the aforementioned absorption as both the above companies were included in the consolidated financial statements with the full consolidation method. On 30/12/2010 the 100% subsidiary Sarantis change resulted for the Group as both companies were included in the consolidated financial statements with the full consolidation method. Finally the company Sarantis Polska sold the company Gr Sarantis Cyprus. From the above sale, no profit or loss was recognized in the Group's statement of comprehensive income. ich Romania absorbed its subsidiary Elmiprodfarm. From the latter absorption no 100% of its participation in the company Sarantis Czech to Cyprus, is in Cyprus, Luxembourg. as in consolidated financial On subsidiary Group were in the statements participation in company

4.6.3 Business activity

The group is active in the production and trade of cosmetics, household use products and parapharmaceutical items.

The group's main activities have not changed from the previous year apart from its disengagement from the activity in the car accessories sector, which was included in "Other Activi Activities".

On 23 December, the Group announced its disinvestment from the car accessories sector, through the sale of its total participation in the share capital of K. THEODORIDIS S.A. include both the negative developments in the automotive market and the below expectations results of the relevant company, as well as the Group's general strategy to disengage from its non core business activities. The reasons that led the Group's Management to this decision Cyprus. From no recognized in of cosmetics, from the Group disinvestment the led Group's Management to the automotive expectations the Group's to disengage

The total consideration for the company's disengageme thousand. disengagement from the above investment participation amounts to nt above €487

K. THEODORIDIS S.A. participated in the financial statements of GR. SARANTIS S.A. with:

a. Parent company: investment cost €1,714 thousand,

b. Consolidated balance sheet: Equity As a result of the above, the Group's Management considered that the conditions of IFRS 5 "Non Current Assets Held for Sale and Discontinued Operations" are met and thus presents the r operations. €1,660 thousand, bank debt €2,250 thousand and negative result €177 thousand. results and cash flows separately as discontinued S.A. with: €2,250 As a of "Non Held esults flows separately

The data included in the financial statements of the respective previous year were reclassified correspondingly in order to render such comparable with the respective accounts of the present peri period. the of the were reclassified order the comprehensive table:

The statement of the comprehensive income for the discontinued operations is exhibited in the following table:

01/01 – 31/12/10 01/01 – 31/12/09
31/12/09
Discontinued
Operations
Discontinued
Operations
Revenue 3,333,013.40 4,714,424.26
Cost of sales 1,738,250.39 2,462,832.84
Gross operating profit 1,594,763.00 2,251,591.42
Other operating income 21,174.70 29,503.95
Administrative expenses 267,799.03 398,753.76
Distribution expenses 1,411,093.15 1,813,310.82
Operating profit -62,954.48 69,030.79
Financial income
income-expenses
-1,341,133.42 -192,429.38
Earnings before taxes -1,404,087.90 -123,398.59
Income tax 0.00 1,810.23
Deferred tax 0.00 0.00
Profit after the deduction of tax -1,404,087.90 -125,208.82
Windfall Tax 0.00 0.00
Profit after the deduction of tax (A)
rofit
-1,404,087.90 -125,208.82
Shareholders of the parent -1,404,087.90 -125,208.82
Non controlling interest 0.00 0.00
Other comprehensive income after
taxes (B)
0.00 -4,039.17
Total comprehensive income after
taxes (A) + (B)
-1,404,087.90 -129,247.99
Owners of the parent -1,404,087.90 -129,247.99
Non controlling interest 0.00 -
Earnings per share, which
correspond to the parent's
shareholders for the period
-0.0366 0.0009

The statement of the cash flow for the discontinued operations is exhibited in the following table: he

Group
Discontinued
Activities
Discontinued
Activities
01/01-31/12/09
01/01-31/12/10
Total inflows / (outflows) from operating
activities
559,565.72 543,946.98
Total inflows / (outflows) from investing
activities
-405,427.16 -8,861.07
Total inflows / (outflows) from financing
activities
-609,777.09 -490,222.92

4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

4.7.1 Compliance with IFRS

The consolidated and individual financial statements of "GR. SARANTIS S.A." are in accordance with the International Financial Reporting Standards (IFRS), which have been issued by the International Accounting Standards Board (IASB) as well as their interpretations, which have been issued by the International Financial Reporting Interpretations Committee (IFRIC) of IASB that have been adopted by the European Union. onsolidated ions, statements of "GR. SARANTIS S.A." have been prepared according to the onsolidated and with (IFRS), the been Committee atements have going concern historic adjustment and roup's of of to

4.7.2 Basis for the preparation of the financial statements

The consolidated and individual financial st going concern principle and the historic cost principle, as such is amended by the adjustment of specific asset and liability items.

Note: For comparability purposes, the accounts of the G reclassified. Specifically, accounts of current assets that concerned software were reclassified from tangible fixed assets t intangible assets, while financial assets available for sale were recla Group's statement of financial position of 31/12/2009 were reclassified from current assets to non ssified non-current assets.

ASSETS of Group
31/12/2009
Reclassification of
accounts
Restated Net
book value of
value of
Group 31/12/09
Tangible Fixed Assets 41,187,597.45 -106,690.28 41,080,907.17
41,080,907.17
Intangible Assets 6,120,524.32 106,690.28 6,227,214.59
41,187,597.45
6,120,524.32
-106,690.28
106,690.28
41,080,907.17
41,080,907.17
6,227,214.59
Group
Group Value
31/12/2009
Reclassification
of accounts
Restated Group
Value
Value 31/12/09
20,527,896.74 6,832,360.00 27,360
360,256.74
44,128,769.93 -6,832,360.00 37,296
296,409.93
64,656,666.67 0.00 64,656
656,666.67
Company
31/12/2009 of accounts Group Value
Group
31/12/09
51,789,851.50 5,622,500.00 57,412,351.50
27,206,927.32 -5,622,500.00 21,584,427.32
78,996,778.82 0.00 78,996,778.82
Group Value Reclassification

Company

Group Value
31/12/2009
Reclassification
of accounts
Group Value
Group
31/12/09
Other Non Current Assets 51,789,851.50 5,622,500.00 57,412,351.50
57,412,351.50
Other Current Assets 27,206,927.32 -5,622,500.00 21,584,427.32
21,584,427.32
Total 78,996,778.82 0.00 78,996,778.82
The annual consolidated financial statements have been approved by the company's Board of Directors on 23/03/2011. statements have been

4.7.3 Approval of financial statements

The annual consolidated financial statements have been approved by the company's Board of Directors on 23/03/2011.

4.7.4 Covered period

The present annual consolidated financial statements include the financial statements of "GR. SARANTIS S.A." and its subsidiaries, which together are referred to as the group, and cover the period from January 1 2010. financial the financial of SARANTIS its together group, 1st 2010 to December 31st

4.7.5 Presentation of the financial statements

The present financial statements are presented in the primary economic environment in which the parent company operates. €, which is the group's operating currency, namely the currency of

4.7.6 Significant judgments and estimations by Management

The preparation of the Financial Statements according to the International Accounting Standards requires the implementation of estimations, judgments and assumptions, that may affect the accounting balances of assets and liabilities and the required disclosures for conti expenses recognized. contingent receivables and liabilities, as well as the amount of income and is the of Statements International Standards requires estimations, assumptions, the of and ngent receivables and the income of subjective constitute the , of deferred tax and significant future

The use of adequate information and the implementation of subjective judgment constitute inseparable data for the conduct of estimations in the valuation of assets deferred tax assets and pending judicial cases. The estimations are considered significant but not binding. Real future results may differ from the aforementioned estimations. assets, liabilities for employee benefits, impairment of assets, recognition of

4.7.7 Standards, amendments and interpretations to existing standards, with mandatory application for financial periods ending on 31st December 2010 rds, and to financial

IAS 39 (Amendment) – Financial instruments: Recognition and Measurement

The present amendment clarifies the manner in w risk or part of the cash flows falls under the application scope of hedge accounting should be applied. The amendment is applied for annual accounting periods beginning on or after 1 July amendment. which, in specific cases, the principles that define whether a hedged 2009. The Group is not affected by the above hich, a hedged or of of The is above

IFRS 1 (Amendment) – First implementation of international financial reporting standards implementation of

The present amendment provides additional clarifications for companies that apply IFRS for the first time as the deemed cost in oil and gas assets, the definition of whether an agreement contains a lease and decommissioning liabilities that are included in the cost of tangible fixed assets. This amendment has no effect on the Group's financial statements as it has already made the transmission to IFRS. The amendment is applied for annual accounting periods beginning on or after 1 January 2010 and has not yet been adopted by the European Union. ts amendment companies time as regards to deemed in gas definition in of fixed on the has made transmission The periods on or has not amendment to 2 the share-

IFRS 2 (Amendment) – Share-based Payments based

The objective of the amendment is to clarify the application scope of IFRS 2 and the accounting treatment for share based payments settled by cash in the consolidated or separate financial statements of the entity that receives goods or services, when the entity has no obligation to make the share the Group's financial statements. The amendment is applied for annual accounting periods beginning on or after 1 January 2010 and has not yet been adopted by the European Un igation share-based payments. This amendment is not expected to affect Union. of entity that receives or based affect Group's financial applied for or after January

IFRS 3 (Revised) – Business Combinations and IAS 27 (Amended) – Consolidated and Separate Financial Statements Financial Statements

The revised IFRS 3 introduces a series of changes in the accounting treatment of business combinations that will affect the amount of recognized goodwill, the results of the reference period in which the business acquisition takes place and the future results. The changes include the presentation directly in the results of expenses related to the acquisition and recognition of subsequent change in fair value of the contingent consideration. The amended IAS 27 requires transactions that lead to changes in participation percentages in a subsidiary being registered in equity. Furthermore, the amended standard changes the accounting treatment for All changes of the above standards will be applied for annual accounting periods beginning on or after 1 July 2009 and will affect future acquisitions and transactions with min nized ge losses realized by a subsidiary as well as the loss of control on a subsidiary. minority shareholders. combinations affect goodwill, business takes include of ge contingent consideration. 27 transactions lead the control on a subsidiary. of the above for annual accounting periods July

IFRIC 12 – Service Concession Arrangements

The interpretation refers to companies that participate in service concession arrangements. The interpretation is applied for periods beginning on or after 30 March 2009 and has no effect on the Group's Financial Statements. interpretation to that The is provides guidance on accounting non-reciprocal distributions of

IFRIC 17 Distribution of non-cash assets to shareholders cash

The interpretation provides guidance on the accounting treatment of the following non assets from the entity to shareholders that act u b) distributions that provide shareholders the option to either receive non applied for annual accounting periods beginning on or after the Group. under their capacity as shareholders: a) distributions of non non-cash assets or cash. The interpretation is 1 July 2009 and has no effect on the Financial Statements of nder of non-cash assets and

IFRIC 18: Transfers of assets from Customers

The objective of IFRIC 18 is to clarify the IFRS requirements regarding agreement in which a company receives part of tangible fixed assets from a customer (property, building facilities or equipment) that the company may use either for the customer to become part of a network or for the customer to acquire continuous access to the provision of goods or services (as for example the provision of electricity or water). In some cases, a company receives cash from its customers that must be used for the acquisition or construction of an installation with the objective to connect the customer with the network or the provision of continuous access which the tangible asset definition is met, the recognition and measurement of initial cost. Furthermore, it defines the manner in which the liability for the provision of the well as the recognition method of the revenue and the accounting treatment of cash received by customers. IFRIC 18 "Transfers of assets from Customers" is applied by companies for such Regulation 1164/2009 of the EU, companies apply IFRIC 18, the latest from the opening date of the first financial year beginning after 31 October 2009. IFRIC 18 is mainly applied by utility companies. The i Group. ts n to the network of goods or services (or both). IFRIC 18 clarifies the cases in above services with the exchange of the fixed asset can be verified as transfers realized after 01/07/2009. According to interpretation does not apply to the cash assets or cash. 2009 Statements IFRIC the IFRS company of facilities either for become continuous goods water). customers must be used for construction of installation with the objective to the services (or clarifies the cases tangible of fixed asset method 18 transfers to of EU, apply latest from year nterpretation does to the

4.7.8 Standards, amendments and interpretations to existing standards that are not yet in effect and have not yet been adopted Standards, to yet in yet

IFRS 2 – Share-based Payments

The amendment confirms that the contributions of a company fo control transactions are exempt from the application scope of IFRS 2, and it is applied for annual accounting periods beginning on or after 1 July 2009. The amendment does not affect the Group's Financia for the establishment of a joint venture and the joint Financial Statements. r from of and it is for accounting periods l

IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations Current

The amendment clarifies disclosures required for non operations. The amendment has no effect on the Group's Fina non-current assets classified as held for sale or discontinued Financial Statements.

IFRS 8 – Operating Segments

The amendment provides clarifications for the disclosure of information relating to the segment's assets. The amendment has no effect on the Group's Financial Statements.

IAS 1 – Presentation of Financial Statements ments

The amendment provides clarification that the potential settlement of a liability with the issue of equity instruments is not relevant to its classification as current or non Statements. non-current. The amendment has no effect on the Group's Financial current sale discontinued provides the segment's provides that the potential liability the of current. The effect Financial

IAS 7 – Statement of Cash Flows

The amendment requires that only expenses that lead to a recognized asset in the statement of financial position can be classified as investment activities. The amendment has no effect on the Group's Financial Statements.

IAS 17 - Leases

The amendment provides clarification regarding the classification of land and building leases as finance or operating leases. The amendment has no effect on the Group's Financial Statements.

IAS 18 - Revenue

The amendment provides additional guidance regarding the definition of whether an entity acts as a principal or agent. The amendment has no effect on the Group's Financial Statements.

IAS 36 – Impairment of Assets

The amendment clarifies that the largest cash flow generating unit in whi purposes of an impairment review is an operating segment as defined by paragraph 5 of IFRS 8 (namely before the concentration – summation of segments). The amendment has no effect on the Group's Financial Statements. which goodwill should be allocated for the

IAS 38 – Intangible Assets

The amendments clarify (a) the requirements according to IFRS 3 (revised) regarding the accounting treatment of intangible assets acquired in a business combination and (b) the description of valuation methods used broadly from entities during the fair value measurement of intangible assets acquired in a business combination that are not traded in active markets. The amendment has no effect on the Group's Financial Statements.

IAS 39 – Financial Instruments: Recognition and Mea Measurement

The amendments concern (a) clarifications regarding the treatment of penalties / fines from loan prepayments as closely related embedded derivatives, (b) the exemption scope for business combination contracts and (c) clarifications that profit or losses from a cash flow hedge of an expected transaction should be reclassified from equity to the results during the period when the hedged expected cash flow affects the results. The amendment does the affect the Group's Financial Statements. only lead recognized position can no effect clarification building as a agent. ch impairment is as defined (namely Group's Financial (a) 3 combination measurement of concern / as derivatives, combination and (c) clarifications flow be reclassified the affects the results. amendment the Group's and Revisions existing standards tatements

4.7.9 Standards and interpretations not yet in effect, and not yet adopted

The following new Standards and Revisions of Standards as well as the following interpretations for existing standards have been issued, however they are not mandatory for the presented financial s such in advance: statements and the group has not adopted

IAS 24 (Amendment) – Related party disclosures

The present amendment attempts to relax the disclosures of transactions between government clarify the definition of a related party. Specifically, the obligation of government transactions with the government and other government clarified and simplified and the amendment balances between related parties but also of the commitments both in the separate and in the consolidated financial statements. The Group will apply these changes from the day suc adopted by the European Union and it is applied for accounting periods beginning on or after 1 January 2011. arty. government-related entities to disclose details of all government-related entities is repealed, the definition of a related party is also imposes the disclosure not only of the relationships, transactions and such are put in effect. The amendment has not yet been amendment to the transactions government-related entities and to related details related entities of only of the and balances but also commitments in and in consolidated financial h put in accounting periods 2011. fications regarding classified. rights, options for acquisition equity

IAS 32 (Amendment) – Financial instruments: Presentation

The present amendment provides clari Specifically, rights, call or put options or stock options for the acquisition of a specific number of the entity's own equit instruments for a specific amount in any currency, proportionately to all existing shareholders of the same category of the entity's own, non clarifications regarding the manner in which specific options should be classified. constitute equity instruments if the entity offers such rights or options constitute equity proportionately of entity's non-derivative, equity instruments. The amendment is applied for annual accounting periods beg affect the Group's financial statements. beginning on or after 1 February 2010 and is not expected to inning is not

IFRS 9 – Financial instruments

IFRS 9 is the first part of phase one of the International Accounting Standards Board's overall project to replace IAS 39. The IASB intends to extend IFRS 9 during 2010 in order to add new requirements for the classification and measurement of financial liabilities, the de-recognition of financial instruments, impairment and hedge accounting. IFRS 9 defines that all financial assets are measured initially at fair value plus, in case of a financial asset that is not at fair value through the results, specific transaction costs. Financial assets are subsequently measured either at amortized cost or at fair value, depending on the business model of the entity as regards to the management of financial assets and contractual cash flows from the financial assets. IFRS 9 does not permit reclassifications, except for rare occasions where the entity's business model changes, and in such a case the entity is required to reclassify the affected financial assets in the future. According to the principles of IFRS9, all investments in equity instruments must be measured at fair value. However, management has the option to present realized and u held for commercial purposes in other comprehensive income. This definition is made during initial recognition for each financial instrument separately and cannot be changed. The fair va the results, while income from dividends will continue to be recognized in the results. IFRS 9 repeals the exception of measurement at cost for non-listed shares and derivatives on non may be considered as a representative estimation of fair value. The Group is currently assessing the effect of IFRS 9 on its financial statements. IFRS 9 has not been adopted by the European Union and is expected accounting periods beginning on or after 1 January 2013. e recognition ssets unrealized profit and losses from fair value of equity instruments not value profit or losses are not subsequently transferred to listed non-listed shares, but it provides guidance for when the cost is first of Accounting replace 39. during 2010 order to add new requirements for of instruments, accounting. IFRS measured fair value case of that not fair measured or at fair value, business to the the 9 permit reclassifications, for entity's the in future. instruments value. However, nrealized value not for purposes is initial recognition lue income in repeals the of it provides for when the cost of is effect IFRS Union expected to be applied for annual

IFRIC 14 (Amendment) – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

The amendments apply to limited cases: when the entity is s with an advance payment of contributions to cover such requirements. The amendments allow such an entity to face the benefit from such an advance payment as an asset. The interpretation does not apply to not yet been adopted by the European Union and is expected to apply for annual accounting periods beginning on or after 1 January 2011. subject to a minimum funding requirement and proceeds the Group. The amendment has ubject to proceeds an cover requirements. amendments entity the the The has European Union periods beginning the accounting that issues equity a creditor to amendment has yet

IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments.

IFRIC 19 refers to the accounting treatment applied by the entity that issues equity instruments to a creditor in order to settle, in part or in whole, a financial liability. The interpretation does not apply to the Group. This amendment has not ye been adopted by the European Union and will be applied for annual accounting periods beginning on or after 1 July 2010. be applied for or after 1 on Group financial policies, usually

4.8 BASIC ACCOUNTING PRINCIPLES

4.8.1 Consolidation

4.8.1.1 Affiliates

The Group's affiliates are legal entities on which the Group has the ability to set the operational and by participating in their share capital with a voting right over 50%. The existence and effect of voting rights that may be e or converted are taken into account when establishing ropean whether the Group controls a legal entity. capital with voting right over 50%. existence and that may exercised

Affiliates are consolidated with the full consolidation method from the date that control is transferred to the Group and cease to be consolidated from the date that this control no longer exists. y. are the that affiliates' acquisition by the Group. The

The accounting method of the acquisition is used for th acquisition cost is calculated as the fair value of assets acquired, liabilities assumed or existing and financial products i during the transaction date. Expenses related to the ac and contingent liabilities assumed during a business combination are initially recognized at fair value during the acquisitio According to the case, the Group recognizes t the accounting entries of the affiliates acquisition are registered in the results. The assets acquired, the liabilities the value of the minority interest either at fair value or as a percentage of the the fair assumed existing and issued quisition initially recognized at acquisition date. he as the

32

minority shareholders on the net assets acquired. The difference between the acquisition cost, the proportion of the minority interest plus fair value during the acquisition d booked as goodwill. If this value is less than the fair value of net assets acquired, the difference is registered directly i results. date of a previous participation and the Group's share in the net assets acquired, is net The cost, proportion of ate previous acquired, If assets difference is in the

Transactions between group companies and unrealized profit related to transactions between Group companies are eliminated. Unrealized losses are also eliminated. The accounting principles of necessary in order to conform to the accounting principles of company, investments in affiliates are valued at acquisition cost minus any cumulative impairment loss. panies affiliates the Group. In the financial statements of the parent and unrealized Group are affiliates have been amended when financial of the cumulative impairment ant do not the conditions to ventures. Significant to regard

4.8.1.2 Investments in associate companies

Associates are companies on which the Group can exert signific be classified as subsidiaries or joint ventures. Significant influence is the authority to participate in decisions that rega decisions for the issuer's financial and business policies, but not con implied when the group holds a percentage between 20% and 50% of the voting rights through ownership of shares or another type of agreement. significant influence but which do not fulfill the conditions to control on such polices. Significant influence is usually

Investments in associates are initially recognized at cost consolidation purposes. Goodwill is included in the book cost of the investment and is examined for impairment as part of the investment. and are subsequently valued using the equity method for trol polices. Significant usually group 20% and 50% of the or using is book the investment for ssociate intra-company profit

When an economic unit of the group transacts with a group's a and losses are written-off by the participation percentage of the group in the relevant associate company. associate company, any possible intra

All subsequent changes of the participation percentage in the associate company's net position ar value of the group's investment. off recognized in the group's consolidated participation percentage the relevant are recognized in book

Changes that arise from the profit or losses of associates are registered in the consolidated profit and loss account.

Changes that have been directly recognized in equity of the associates are recogni equity.

Any changes recognized directly in equity that are not related to a result, such as the distribution of dividends or other transactions with shareholders of the associate, are registered in the book value of the par result or equity is recognized in the context of such transactions. losses of and loss zed consolidated recognized directly are such distribution of transactions associate, in the participation. No effect in the net

When the share of losses in as associate for the group is equal or over the book value of the investment, including any other secured receivables, the group does not recognize further losses, unless it has been burdened with commitments or has proceeded with payments on behalf of the associate. of associate for the is equal over book of including any it are amended when the

The accounting policies of associates are amended when deemed necessary in order to render such consistent with t policies adopted by the group.

In the parent's financial statements, investments in associates are valued, according to IAS 28, at acquisition cost minus any accumulated impairment loss. up controlled jointly by the group and by other joint venture entities statements, investments in associates are

4.8.1.3 Joint Ventures

Economic units whose financial activities are contr independent to the group, are accounted for using proportionate consolidation. olled jointly entities venture, transaction

In the case where the group sells assets to the joint that corresponds to the participation of the other members. joint-venture, it recognizes only the profit or loss from the tra

However, if the group purchases assets from the joint it sells the asset to third parties. In the case of indications loss is recognized in whole. joint-venture, it does not recognize its share in the profit or loss until of impairment of assets acquired by the joint venture, recognize its profit of joint-venture, then any

Intra-company balances of the group with the joint by the share of the investing company. company joint-venture are written-off, canceling the balances of the joint off, joint-venture

4.8.2 Foreign currency translation

Transactions in foreign currency are translated to the operating currency using exchange rates in effect during the date of the transactions. currency are date

Profit and losses from foreign exchange difference, which arise from the settlement of period and from the conversion of monetary items expressed in foreign currency with the effective exchange rates during the balance sheet date, are registered in the results. such transactions during the conversion currency rates during

Foreign exchange differences from non thus are registered accordingly as fair value differences. non-monetary items valued at fair value, are considered as part of the fair value and s valued at part of

Items of the financial statements of the group's companies are calculated based on the currency of the economic environment in the country where each group company operates.

The individual financial statements of companies participating in the consolidation, and which are initially presented in a currency different than the group's presentation currency, have been converted to converted to € according to the closing exchange rate during the balance sheet date. Income and expenses have been converted to the group's presentation currency at average exchange rates of each reported period. Any differences that arise from this procedure have been transferred to an e l €. The assets and liabilities have been losing equity reserve. up nted plots plots rment 34 the statements companies are based on which and liabilities been Income have the currency rates period. that of and order

4.8.3 Financial information by segment

The company's Board of Directors is the main decision maker and controls the internal financial reporting in order to assess the company's and Group's performance and make decisions relating to the allocatio and make allocation of resources.

The Management has defined activity sectors based on such internal reports according to IFRS 8. Operating segments are defined as the segments in which the Group operates and on which the Group's internal information system is based. on internal reports Operating segments Group operates :Group offers the financial statements.

For the breakdown per operating segment, the following have been taken into account e account:

  • The nature of products and services.
  • The quantitative limits defined by IFRS 8.

The Group offers information per geographic segment as additional information to readers of the f

4.8.4 Goodwill

Goodwill which is acquired during a business combination, is initially recognized at cost, which is the excess cost of the combination, over the group's proportion in the fair value of net assets acquired.

Following the initial recognition, goodwill is calculated at cost minus any accumulated impairment losses. The group examines goodwill for impairment at least on an annual basis. Impairment losses that are registered for goodwill are not reversed in subsequent periods. al Following the initial recognition, intangible is acquired accumulated impairment for least losses registered goodwill initial recognition, economic life financial the of mainly include the acquired in production or management.buildings in the readjusted values minus accumulated

4.8.5 Intangible assets

Intangible assets of the group are initially recognized at acquisition cost. assets are calculated at cost minus accumulated amortization and any impairment loss that may have emerged.

The useful economic life and depreciation method are reviewed at least at the end of each financial period. If the estimated useful life or expected burn-up rate of future economic benefits incorporated in another intangible asset have changed, the changes are accounted for as changes in accounting estimations.

Intangible assets mainly include the acquired software used in production or management.

4.8.6 Tangible assets

Land-plots and buildings are presented in the financial statements at readjusted values minus accumulat depreciations.

The fair value of land-plots and buildings is defined periodically by an independent evaluator.

The mechanical equipment and other tangible fixed assets are presented at acquisition cost minus accumulated depreciations and possible impairment losses. plots and buildings is defined evaluator. tangible assets at fixed assets includes all expenses Subsequent are as tangible assets' fixed the extent

The acquisition cost of fixed assets includes all expenses directly attributed to the acquisition of the assets. Subsequent expenses are registered as in increase of the tangible assets' book value or as a separate fixed asset, only to the e where such expenses increase the future economic benefits expected to arise from the use of the fixed assets, and the cost of such may be reliably calculated. The cost of repairs and maintenance is registered in the results of the period future economic benefits arise from of

where such are realized.

Self-produced tangible assets constitute and addition to the acquisition cost of tangible assets at values that include the direct payroll cost for staff that participates in the construction, the cost of used materials and other general costs addition acquisition costs.

The depreciations of tangible fixed assets are calculated with the straight line method during their useful life, which is as follows: produced from 25 to 60 years

assets are The depreciations of tangible fixed assets are calculated with the straight line method during their useful life, which is
their
is
Buildings
Mechanical equipm
pment
from
8 to 10 years
Vehicles from
5 to 9 years
Other equipment from
3 to 5 years
and useful The residual values and useful economic lives of tangible fixed assets are subject to reassessment at each balance sheet
reassessment at each

The residual values and useful economic lives of tangible fixed assets are subject to reassessment at each balance sheet date. When the residuals values, the expected useful life or expected burn incorporated in an asset have changed, the changes are accounted for as changes in accounting estimations. burn-up rate of future economic benefits

Upon sale of the tangible fixed assets, any difference between the proceeds and the book value are booked as profit or loss to the results.

The book value of tangible fixed assets is examined for impairment when there are indications, namely events or changes in circumstances, that the book value may not be recoverable. If there is such an indication and the book value exceeds the estimated recoverable amo amount. The recoverable amount of property, facilities and equipment is the largest between their net sales price and their value in use. For the calculation of the value in use, t using a pre-tax discount rate that reflects the market's current expectations for the time value of money and related risks as regards to the asset. When the book values of tangible assets excee (impairment) is registered initially as a reduction of the created fair value reserve (if there is such for the relevant fixe asset), which is presented in equity accounts. Any impairment loss that emerges over th fixed asset, is recognized directly as an expense in the profit and loss account. porated e amount, the assets or cash flow creation units are impaired to the recoverable the expected future cash flows are discounted to present value tax exceed their recoverable value, the difference the created reserve for the specific up rate are accounted for as the proceeds the book booked as profit or events or circumstances, may recoverable. If is indication book value unt, flow units recoverable he rate market's current d difference (impairment) is the such relevant fixed e Assets with useful are subject to impairment annually and

4.8.7 Impairment of financial assets

Assets with an indefinite useful economic life are not depreciated and are subject to impairment reviews ann also when several events or changes in conditions indicate that the book value may not be recoverable. The assets depreciated are subject to impairment review when there are indications that their book value will not be recovered. Impairment losses are recognized for the amount for which the book value of the fixed asset exceeds its recoverable value. The recoverable value is the largest between fair value less the relevant cost required for the sale and value in use (present value of cash flows expected to be generated according to management's estimation on the future financial and operating conditions). To estimate impairment losses, assets are classified in the smallest possible cash flow generating units. Non-financial assets apart from goodwi impairment during each balance sheet date. es xpected financial goodwill, that have suffered impairment are re-assessed for possible reversal of the ument t 35 several that the review their value not recovered. es for the which the value. the largest less relevant cost to to the conditions). estimate assets cash assessed of

4.8.8 Inventories

The cost of inventories is defined using the weighted average method, render inventories to their current position and condition and which are directly attributable to the production process, as well as part of general expenses related to the production. During the Balance Sheet date, inventories are presented at the lowest price between acquisition cost and net realizable value. and includes all the expenses realized in order to and includes inventories to the production as part of to the date, inventories the value is of company's activities, is creates a asset in an liability

Net realizable value is the estimated sales price during the normal conduct of the company's activities, minus the estimated cost necessary to realize the sale.

4.8.9 Financial instruments

Financial instrument is any contract that creates a financial asset in an enterprise and a financial liability or equity instrument in another. The financial instruments of the Group are classified in the following categories: Financial assets at fair value profit and loss, investments held until maturity, investments available for sale and loans and receivables. The classification through investments maturity, and

depends on the purpose for which the financial assets were acquired. Management defines the classification during the initial recognition and reviews the classification at each balance sheet date. purpose the financial assets were initialsold period if it has

4.8.9.1 Financial assets at fair value through profit and loss

A financial asset is included in this category if it is acquired with the intention to be sold in a short period of time or i been characterized as such by management. Derivatives are also included in the category for sale unless such are intended for risk hedging. Assets in this category are included in current assets either because such are intended for sale or are to be liquidated within twelve months from the balance sheet date. ion n d derivative pre-defined payments, which are not traded on active

4.8.9.2 Loans and receivables

Such included non-derivative financial assets with fixed or pre markets and there is no intention to sell such. Loans and receivable maturity over 12 months from the balance sheet date. The latter are included in non are included in trade and other receivables in the statement of financial po receivables are included in current assets, except for those with a non-current assets. Loans and receivables position. such management. are also this category either defined active s a current assets. Loans receivables defined payments and specific has ability In are sold entirely or partially

4.8.9.3 Financial assets held until maturity

Such include non-derivative financial assets with fixed or pre Group's management intends and has the ability to hold until maturity. In case such assets (unless the amount is trivial) then the entire category will be available for sale. derivative pre-defined payments and a specific maturity date, which the eliminated and the relevant assets must be re relevant re-classified to

4.8.9.4 Financial assets available for sale

Such include non-derivative financial asset above categories. Financial assets available for sale are included in non intention of liquidating such within 12 months from the Bal derivative assets that are either defined in this category or cannot be included in any of the non-current assets given that Management has no Balance Sheet date.

4.8.10 Recognition and measurement

Financial assets measured at fair value through profit and loss are initially recognized at fair value and the transaction expenses are presented in the profit and loss account. The purchases and sales of finan the transaction date that is also the date when the Group commits to purchas are initially recognized at fair value plus the expenses directly attributed to the transaction, f recognized at fair value through profit and loss. Financial assets are eliminated when the right to cash flows from the investments matures or is transferred and the Group has essentially transferred all the risks and rewards emanat ownership. Financial assets available for sale are valued subsequently at cost minus impairment losses, given that equity instruments cannot be valued accurately. financial assets are recognized during purchasing or selling the investment. Financial assets s defined this category of current given has measured through profit are fair transaction cial assets initially directly for all financial assets fair value profit are and essentially all the rewards emanating from

Loans and receivables, as well as financial assets held until maturity are recogniz interest rate method. Realized and valuation profit or losses that result from a change in the fair value of assets in the category "financial assets through profit and loss" are registered in the results during the Valuation profit or losses that result from the change in fair directly in equity. When investments available for sale are sold or impaired, the cumulative change transferred to the results as profit or loss from investments in securities. The fair values of financial assets that are tra on active markets are defined by the current market valuation techniques, such as analysis of recent transactions, comparable traded assets and discounted cash flows, that are specialized at reflecting the actual conditions of the issuer. recognized at present value using the effective value of non-financial assets available for sale are included s prices. For non-traded assets, the fair values are d Financial are valued equity ed effective a change fair in and are the period when such are realized. financial available sale equity. When or impaired, change in their fair value is results as assets traded traded assets, the defined by the use of comparable discounted Group assesses are objective lead to

4.8.11 Impairment of financial assets

At each balance sheet date, the Group assesses whether there are objective indications that lead to the conclusion that financial assets have suffered impairment. For shares of companies listed as financial assets available for sale, such an indication refers to the significant or continuous reduction in fair value compared to the acquisition cost. If impairment is evidenced, the cumulative loss in equity ficant – which corresponds to the difference between the acquisition cost and fair value suffered companies listed financial available an fair compared the cost. which corresponds the difference between the acquisition value

36

minus previous impairment losses that had been recognized in the results for the specific financial asset the results. The impairment losses of equity instruments registered in the results are not reversed through the results. If there is objective indication for impairmen value, then the impairment loss is calculated as the difference between the book value of the asset and the present value of estimated future cash flows (excluding future losses initial effective interest rate of the financial assets. The current amount of the asset, is decreased using a provision acco for impairment and the loss is recognized in the results. impairment of financial assets held until maturity that are presented at their net book from credit risks that have not been realized), discounted with the had been recognized results for – is transferred to The impairment equity the through t financial maturity presented impairment as difference risks been with the effective interest The current amount of a provision account

4.8.12 Trade receivables

Trade receivables are initially recognized at fair value and are measured subsequently at net book value using the effective interest rate, minus any impairment provisions. Impairment provisions are recognized when there is objective indication that the Group is not in a position to collect all amounts due according to the contractual terms. Trade receivables include bills of exchange and notes receivables from customers. Serious financial problems of a customer, the possibility of default or financial restructuring and the inability to perform normal payments are considered indications that the receivables is impaired. The amount of the impairment provision is the difference between the book value of receivables and the present value of estimated future cash flows, discounted with the effective interest rate. The amount of the impairment loss is registered in the results as an expense. ication t stimated short-term highly liquid investments such as are at using the effective interest objective the not to to Trade exchange Serious restructuring inability is The between of stimated amount

4.8.13 Cash & cash equivalents

Cash & cash equivalents include cash in banks and in hand, as well as short repos and bank deposits with a maturity less than three months.

4.8.14 Share capital

The share capital includes the Company's common shares. Direct expenses realized for the issue of shares are presented after the deduction of the relevant income tax, and reduce the product of the issue. as for issue are he

4.8.15 Loans

Loans are initially registered at fair value, minus any direct expenses realized for the transaction. Subsequently loans are valued at net book cost. Any difference between the received am value is recognized in the results during the borrowing term according to the effective interest rate method. Loans are characterized as short-term liabilities unless the Group has the final right to postpo following the balance sheet date. he amount (net of relevant expenses) and the repayment term postpone payment for at least 12 months minus Subsequently loans ount (net expenses) and repayment results during the term according to ne months Leases of where maintains the risks benefits as ception value of and value minimum Each the e liabilities expenses, the lease's interest, is

4.8.16 Leases

Leases of fixed assets where the Group essentially maintains all the risks and benefits of ownership are classified as financial leases. Financial leases are capitalized at the in the fixed asset and the present value of minimum leases. Each lease payment is allocated between the liability and the financial expenses so as to achieve a fixed interest rate on the balanc leases, net of financial expenses, are presented in liabilities. The part of the lease's financing cost that refers to intere recognized in the results throughout the lease period in a way that a during each period. Fixed assets acquired with financial leasing are depreciated within the smallest period between the useful life of the assets and the duration of their lease. Leases where essentially maintained by the lessor, are classified as operating leases. The lease payments of an operating lease incentives offered by the lessor) are registered inception of the lease at the lower value between the fair value of balance of the liability. The corresponding liabilities from assures a fixed rate on the balance of the liability all the risks and benefits of ownership are proportionately in the results throughout the du term 37 ssures fixed on the balance liability assets financial between of ownership are lessor, as operating an (net of any duration of the lease period.

4.8.17 Employee benefits

4.8.17.1 Short-term benefits

Short-term employee benefits (apart from employment termination benefits) in money and in kind, are recognized as an expense on an accrual basis. employment money and recognized

4.8.17.2 Liabilities for staff retirement indemnit indemnities

Payments are defined by Greek law and the regulation of the pension funds. The Group has both defined contribution and defined benefit plans. defined by and the funds. Group contribution will by the

Defined benefit plans are those pension plans that define a specific amount of pension that will be received b employee during retirement, which usually depends on one or more factors such as age, level. which factors employment years and wage

Defined contribution plans are those pension plans in the context of which the Group realizes defined payments to a separate legal entity. The Group has no legal obligation to pay further contributions if the pension fund does not have adequate assets to pay all employees the benefits related to their employment service during the present and during the previous periods.

The liability registered in the balance sheet for defined benefit plans is the present value of the liability for the defined benefit together with the changes that result from the non employment service cost. The liability of the defined benefit is calculated annually by an independent actuary using the projected unit credit method. The present value of the defined benefit liability is calculated by discounting the future cash outflows using the yield of long-term G discount rate. The cumulative actuarial profit and losses that result assumptions of the actuarial study and which exceed 10% of during the expected average insurance employment period of those participating in the plan. The prior employment service cost is registered directly in the results except for the case where change employment service of employees. In the latter case, the employment service cost is registered in the results with the straight line method throughout the maturity period. y non-recognized actuarial profit and losses and the prior iability term Greek government bonds with a similar duration with the pension plan as the from the adjustments based on historic data and the the defined benefit liability are registered in the results changes in the plan depend on the remaining those pension plans in context realizes obligation contributions does have all the and during y sheet for is the recognized profit losses the prior the defined benefit the credit method. reek a as based in employment in s in the plan the of the registered the to Group due. re the possibility of a with new Group a in The of g the period conditions not related the for of to exercised. At number to be exercised.

For defined contribution plans the Group pays has no other liability given it has paid its contributions. Contributions that are prepaid are recognized as an asset when the contributions to State pension funds on a mandatory basis. The Group as Contributions are recognized as employee expenses when due. there is the possibility of a rebate or offset with new dues.

4.8.17.3 Share based payments

The Group has a stock option plan in effect. The total amount of the expense during the maturity period of the option is defined according to the fair value of the plan durin to the purchase are included in the assumptions for the definition of the number of options expected to be exercised. At each balance sheet date, the Group revises its estimations on the recognizes the effect of the revision of initial during the period when the option is provided. The conditions not related number of stock options expected to be exercised. It estimations in the results with a corresponding adjustment of equity.

4.8.18 Recognition of income and expenses

Income includes the fair value of sales of good rebates. Income is recognized when it is likely that economic benefits will arise for the Group. Income between Group companies consolidated with the full consolidation method, are an accrual basis. Payments realized for operating leases are transferred to the results as an expense, during the use of the lease. Interest expenses are recognized on an accrual basis. goods and provision of services, net of Value Added Tax, tariffs, discounts and fully written-off. Expenses are recognized in the results on s of services, Value Added and likely arise for the Group. Income off. on operating are transferred of services on concerns of services estimated, is

The recognition of income is as follows ognition follows:

4.8.18.1 Provision of services

Income from agreements for provision of services at a predefined price is recognized based on the completion stage of the transaction during the balance sheet date.

When the result of the transaction recognized only to the extent where the recognized expenses are recoverable. that concerns provision of services cannot be reliably estimated, the income is

4.8.18.2 Sales of goods

Sales of goods are recognized when the Group delivers ownership and all the risks r customers, the goods are accepted by the latter and the collection of the receivable is reasonably secured. related to ownership of the goods to

4.8.18.3 Interest income

Interest income is recognized based on the time proportion and by using the real interest rate.

4.8.18.4 Income from Dividends

Dividends are accounted for as income when the right to receive such is established.

4.8.19 Government grants

The Group recognizes the government grants that cumulatively satisfy the following criteria:

  • There is reasonable certainty that and the company has complied or will comply to the conditions of the grant
  • It is probable that the amount of the grant will be received.

Government grants that relate to acquisition of fixed assets are presented as a deferred income in liabilities and recognized in the results during the useful life of the fixed assets such refer to.

4.8.20 Contingent Liabilities and Provisions

Provisions are booked when the Group has a present, legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. The provisions are reviewed at every balance sheet date and are adjusted so as to reflect the present value of the expense deemed necessary to settle the liability. Contingent liabilities are not recorded in the financial statements but are disclosed, except if the probability of an outflow of resources that embody economic benefits is very small. Contingent assets are not recorded in the financial stat cognized n statements but are disclosed if the inflow of economic benefits is probable. elated accepted by collection of the time and by real interest Group recognizes that cumulatively the grants of assets as and the Group has a legal constructive result of past events, is n will obligation amount are reviewed balance sheet as to expense the liabilities in statements are benefits is ements but are from nts date the is by . related amounts directly the latter calculated the the balance recognized as when earnings gained. clarifications When income pective income is recognition liability a business

4.8.21 Dividend distribution

Dividend distribution to shareholders of the parent from the period's profit, are recognized as a liability in the individual and consolidated financial stateme Shareholders' Meeting. statements on the date when the distribution is approved by the General

4.8.22 Current and deferred taxation

The period's charge with income tax consists of current taxes and deferred taxes of comprehensive income", unless it is related to amounts recognized directly in "Equity". In the latter case tax is also recognized in Equity. taxes. Tax is recognized in the "Statement

Income tax on earnings, is calculated based on the tax law in effect during the balance sheet date in countries where the Group's activities are carried out and is recognized as an expense during the period when earnings are gained. Management periodically reviews cases where the relevant tax law needs clarifications when interpreted. When deemed necessary provisions are made on the amounts expected to be paid to the tax authorities. come", respective tax base. Deferred income

Deferred income tax is calculated according to the liability method which results from the temporary differences between the book value of assets or liabilities in the financial statements with their res tax is not recorded if such results from the initial recognition of an asset or liability in a transaction, apart from a busi combination, which did not affect the accounting or the tax profit or loss when realized. De to the tax rates and laws in effect during the balance sheet date and those expected to be effective when the deferred tax assets will be realized or the deferred tax liabilities repaid. combination, which accounting the Deferred tax is defined according

Deferred tax assets are recognized to the extent that there will be future taxable profit for the use of the temporary difference that creates the deferred tax asset. offsetting of tax assets and liabilities and giv on one entity that is taxed or on different entities when the settlement is intended to take place through offsetting. o Deferred tax assets and liabilities are offset only when the law permits the given that the deferred tax assets and liabilities arise from the same tax authority rates balance sheet tax extent will taxable use of temporary Deferred tax assets permits en that the entities when the place through

4.8.23 Non current assets held for sale and discontinued oper operations

Assets held for sale include tangible fixed assets that the Group intends to sell within one year from their classification as "held for sale". Assets held sale include to classification Assets classified at the their classification

Assets classified as "held for sale" are valued at the lowest between their book value directly prior to as held for sale, and their fair value less any sale cost. Assets classified as "held for sale" are not subject to depreciati The profit or loss that results from the sale and re re-valuation of assets "held for sale" is included in t for their fair value any sale" subject depreciation. valuation the results.

The Group has not classified non current assets as held for sale.

4.9 FINANCIAL RISK MANAGEMENT

4.9.1 Capital Management

The Group's objectives as regards to management of capital, is to reassure the ability for the Group's smooth operation, aiming at providing satisfactory returns to shareholders and to maintain an ideal capital structure by reducing thus the cost of capital. The Group monitors its capital based on the leverage ratio. The leverage ratio is calculated by dividing net debt with total employed capital. Net debt is calculated as "Total debt" (including "short debt" as presented in the Balance Sheet) minus "Cash and cash equivalents", "Financial assets available for sale" and "financial assets at fair value through th shares. Total employed capital is calculated as "Equity attributed to shareholders of the parent" as presented in the balance sheet plus net debt. The leverage ratio on 31 De g l the results". The calculation of net debt does not include the purchase of treasury December 2010 was as follows: objectives regards to capital, is to smooth providing satisfactory to by reducing its capital based on employed debt debt" (including "short-term and long-term

GROUP
31/12/2010 31/12/2009
TOTAL DEBT 64,004,310.04 56,978,094.21
56,978,094.21
MINUS
CASH & CASH EQUIVALENTS -47,159,692.28 -30,818,427.08
30,818,427.08
FINANCIAL ASSETS AVAILABLE FOR SALE -5,214,390.00 -6,832,360.00
6,832,360.00
FINANCIAL ASSETS AT FA
FAIR VALUE THROUGH THE RESULTS
-1,931,254.64 0.00
NET DEBT 9,698,973.13 19,327,307.13
19,327,307.13
SHAREHOLDERS' EQUITY 124,207,629.23 115,579,093.22
115,579,093.22
TOTAL EMPLOYED CAPITAL 133,906,602.36 134,906,400.35
134,906,400.35
LEVERAGE RATIO 7.24% 14.33%
Financial Instruments
The Group's financial instruments mainly consist of bank deposits, bank overdrafts, trade debtors and creditors,
of
investments in securities, other liabilities.
deposits, trade

4.9.2 Financial Instruments

Group Parent
Non-current assets 31/12/2010 31/12/2009 31/12/2010 31/12/2009
Financial assets available for
sale
5,214,390.00 6,832,360.00 4,480,250.
.00
5,622,500.00
Other long-term receivables 302,465.28 410,901.14 212,581.
.39
216,632.07
Total 5,516,855.28 7,243,261.14 4,692,831.
.39
5,839,132.07

40

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010

Current assets 31/12/2010 31/12/2009 31/12/2010 31/12/2009
Trade receivables 71,872,216.33 70,899,876.97 36,339,277.07
07
37,664,546.04
Other receivables 5,190,026.21 5,684,558.20 2,947,971.70
70
3,753,482.64
Cash & cash equivalents 47,159,692.28 30,818,427.08 35,725,644.29
29
17,551,273.57
Financial assets at fair value
through profit and loss
1,931,254.64 0.00 1,931,254.64
64
0.00
Total 126,153,189.46 107,402,862.25 76,944,147.70
70
58,969,302.25
Long-term Liabilities 31/12/2010 31/12/2009 31/12/2010 31/12/2009
Loans 39,500,000.00 50,250,000.00 39,500,000.00
00
49,000,000.00
Provisions and other long-term
liabilities
2,853,632.13 1,622,344.36 593,064.00
00
593,064.00
Total 42,353,632.13 51,872,344.36 40,093,064.00
00
49,593,064.00
Short-term Liabilities 31/12/2010 31/12/2009 31/12/2010 31/12/2009
Suppliers 38,831,379.18 38,143,698.76 21,461,485.67
67
22,000,140.13
Other liabilities 3,418,542.38 3,341,456.41 54,498,365.68
68
42,851,031.11
Loans 24,504,310.04 6,728,094.21 21,500,000.00
00
4,500,000.00
Total 66,754,231.60 48,213,249.38 97,459,851.35
35
69,351,171.24

4.9.3 Definition of fair values

The following table presents the financial assets measured at fair value, according to the measurement method. The different categories are as follows: resents ion follows: the assets measurement The Published market (level 1).

• Published market prices (without amendment or adjustment) for financial assets traded on active markets (level

• Valuation techniques based on directly published market prices or calculated indirectly from published market prices for similar instruments (level 2). on directly published market Valuation techniques not available information transactions in 3).

• Valuation techniques not based on available information from current transactions in active markets (level

The financial assets measured at fair value during 31 December 2010, are as follows

GROUP
Assets Level 1 Level 2 Level
3
Total
Financial Assets Available for Sale 5,214,390.00 - - 5,214,390.00
Financial Assets at Fair Value through Profit and Los
Loss
1,931,254.64 - - 1,931,254.64
Company
Assets Level 1 Level 2 Level 3
Level
Total
Financial Assets Available for Sale 4,480,250.00 - - 4,480,250.00
Financial Assets at Fair Value through Profit and Loss - -
1,931,254.64 1,931,254.64

41

The fair value of financial assets traded on active markets (i.e. derivatives, equity, bonds, mutual funds), is defined based on the published prices in effect available and revised prices in frequent intervals, that are published by a stock exchange, broker, sector, rating agency or regulatory authority. Such financial instruments are included in level 1. ancial during the balance sheet date. A market is considered "Active" when there are assets on (i.e. mutual defined balance sheet are that exchange, on (i.e. counter derivative contracts) is defined

The fair value of financial assets not traded on active markets (i.e. over the counter derivati using valuation techniques that are based primarily on available information for transactions carried out in active markets, while they use the least possible estimations by the entity. Such financial instruments are included in le t exchange risk gi that are active markets, the least estimations by Such financial instruments are level 2.

If the valuation techniques are not based on available market information, then the financial instruments are included in level 3. the valuation techniques then the instruments included change given that almost 65% of the

4.9.4 Foreign exchange risk

The Group operates in an environment characterized by relatively high foreign ex Group's total turnover comes from Eastern European countries where the volatility of foreign exchange rates has recently been high. The Management of the Group is constantly examining the currencies' fluctuations, but at the mome measures against the fx risk due to the lack of appropriate hedging tools. total European of rates The constantly fluctuations, the moment has not taken any

On 31 December 2010, if the euro had depreciated by remaining constant, the effect on the statemen currency separately, would be as follows 5% against the following currencies, with all other variables statement of comprehensive income and on the equity of the Group for each follows:

Effect Results Equity
PLN 76,892.00 1,036,651
651.07
RON 31,256.00 842,917
917.12
YUD 13,654.56 501,164
164.18

An appreciation by 5% against the relevant cu currencies with the amounts presented above, given that all other variables remain constant. currencies, would have an equivalent but opposite effect on the above

4.9.5 Interest rate risk

The Group's objective is to achieve an optimal balance between borrowing co changes on earnings and cash flows. The Group monitors and manages its debt and overall financing strategies using a combination of short and long-term debt. It is the policy of the Group to continuously review financing needs. Daily working capital requirements are typically financed with operational cash flow and through the use of various committed lines of credit. The interest rate on these short inter-bank offering rate at the borrowing date plus a pre managed within Group policy guidelines. In case of an interest rate increase, the Group will not be year's results as part of the Group's current strategy is the continuous reduction of its existing bank loans. cost and the potential effect of interest rate term interest rate trends along with its short-term borrowing arrangements bank pre-set margin. The mix of fixed-rate debt and variable against the currencies, t of the currencies with the amounts given that other variables constant. st earnings and its strategies using rate its Daily with cash term arrangements, is generally determined as the rate variable-rate debt is managed policy of rate increase, the not affected as regards to next

An increase of the borrowing rate by net results and Equity by €0.3 mil. 0.5%, taking into account the total debt on 31/12 part of 31/12, would result in a reduction of

4.9.6 Credit risk

The Group's trade receivables mainly come from wholesale clients. All Group companies monitor the financial position of their debtors on an ongoing basis and control the granting of credit as well as the cr credit guarantee insurance cover is purchased. When there is a possibility that receivables will not be collected, provisions made for bad debts. On 31 December 2010 and 2009, the maturity of outstanding receiva credit lines. When considered appropriate, receivables from customers was as follows come from edit is is that collected, are bles follows:

GROUP COMPANY
31.12.2010
2010
31.12.2009 31.12.2010 31.12.2009
Less than 3 months 22,280,387.06
06
23,396,959.40 11,265,175.89 12,429,300.19
Between 3 and 6 months 41,685,885.47
47
39,703,931.10 21,076,780.70 21,092,145.78
Between 6 months and 1 year 6,827,860.55
55
7,089,987.70 3,452,231.32 3,766,454.60
Over one year 1,078,083.24
24
708,998.77 545,089.16 376,645.46
71,872,216.33
33
70,899,876.97 36,339,277.07 37,664,546.03

4.9.7 Liquidity risk

Prudent liquidity risk management im adequate amounts of committed credit facilities. The Group closely monitors the amount of short well as the proportion of such towards total debt a lack of sufficient liquidity and secures that necessary borrowing facilities are maintained. The Group has sufficient credit facilities that could be utilized to fund any pot implies the existence of a balance between cash flows as well as funding through and the composition of total debt, manages the risk that could arise from the potential shortfall in cash resources. plies existence cash as through amounts of The Group short-term and long-term funding as nd total of sufficient are Group has line

The Group manages and monitors its working capital in order to minimize any possible liquidity and cash flow risks. The maturity of financial liabilities on 31 December 2010 and 2009 for the company and Group, is analyz capital risks. 31 December 2009 for the and Group, analyzed as follows:

Company
Maturity of Liabilities 2010 within 6 months 6 to 12 months 1 to 5 years over 5 years
5 years
Total
Long-term Loans 39,500,000.00 39,500,000.00
Short-term Loans 21,500,000.00 21,500,000.00
Suppliers 19,744,566.82 1,716,918.85 21,461,485.67
Other Liabilities 53,408,398.37 1,089,967.31 54,498,365.68
94,652
652,965.18
2,806,886.17 0.00 0.00 97,459,851.35
Company
Maturity of Liabilities 2009 within 6
months
6 to 12 months 1 to 5 years over 5 years
5 years
Total
Long-term Loans 49,000,000.00 49,000,000.00
Short-term Loans 4,500,000.00 4,500,000.00
Suppliers 20,240,128.92 1,760,011.21 22,000,140.13
Other Liabilities 41,994,010.49 857,020.62 42,851,031.11
66,734
734,139.41
2,617,031.83 0.00 0.00 69,351,171.24
Maturity of Liabilities 2010 within 6 months 6 to 12 months 1 to 5 years over 5 years
5 years
Total
Long-term Loans 39,500,000.00 39,500,000.00
Short-term Loans 24,504,310.04 24,504,310.04
Suppliers 34,171,613.68 2,575,378.28 36,746,991.96
Other Liabilities 3,008,317.29 410,225.09 3,418,542.38
61,684
684,241.01
2,985,603.37 0.00 0.00 64,669,844.38
Group
Maturity of Liabilities 2009 within 6 months 6 to 12 months 1 to 5 years over
5 years
Total
Long-term Loans 50,250,000.00 50,250,000.00
Short-term Loans 6,728
728,094.21
6,728,094.21
Suppliers 35,2
221,891.43
2,921,807.32 38,143,698.76
Other Liabilities 2,932
932,128.00
409,328.41 3,341,456.41
44,882
882,113.64
3,331,135.73 0.00 0.00 48,213,249.37

4.9.8 Raw material price risk

The Group is exposed to the volatility of market prices of metals (alumini used in its production process. In order to protect itself against adverse aluminium price movements, the Group hedges agains fluctuations of the aluminium price over short term periods of time. (aluminium), as aluminium is one of the basic raw materials um), to against

4.10 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS TORY

4.10.1 Segment reporting

For management purposes, the Group is organized in three basic business segments: Mass Market Cosmetics, Household Products and Other Sales. According to IFRS 8 results of the business segments separately with the objective to evaluate the performance and decision making as regards to the allocation of resources. – Operating Segments, the management purposes, Cosmetics, Operating monitors the operating segments the as

The Group's results per segment are analyzed as follows:

For the period 01/01/2010 – 31/12/2010: /2010:

COMMERCIAL ACTIVITY
SECTORS
Mass Market
Cosmetics
Household
Products
Other Sales Income from
associate
companies
Continued
Operations
Discontinued
Operations
Group Total
INCOME FROM
EXTERNAL CUSTOMERS
98,491,912.96 96,537,764.79 24,977,732.07 - 220,007,409.83 3,333,013.40 223,340,423.22
EARNINGS BEFORE
INTEREST & TAX (EBIT)
3,664,762.94 7,217,068.44 1,433,363.88 5,230,146.09 17,545,341.35 -62,954.48 17,482,386.87
INTEREST INCOME 417,280.68 409,001.54 105,823.16 - 932,105.38 3,726.51 935,831.89
INTEREST EXPENSES -907,388.80 -889,385.57 -230,115.48 - -2,026,889.85 -105,332.15 -2,132,222.00
EARNINGS BEFORE TAX 3,313,130.45 6,872,412.58 1,344,189.22 5,230,146.09 16,759,878.34 -1,404,087.90 15,355,790.44
INCOME TAX 637,409.87 1,322,176.61 387,896.14 1,188,146.06 3,535,628.68 0.00 3,535,628.68
EARNINGS / LOSSES
AFTER TAX
2,675,720.58 5,550,235.97 956,293.08 4,042,000.03 13,224,249.66 -1,404,087.90 11,820,161.76
DEPRECIATION/
AMORTIZATION
1,718,637.53 1,684,538.56 435,849.67 - 3,839,025.76 48,625.54 3,887,651.30
EARNINGS BEFORE
INTEREST, TAX,
DEPRCIATION &
AMORTIZATION
(EBITDA)
5,383,400.47 8,901,607.00 1,869,213.55 5,230,146.09 21,384,367.11 -14,328.94 21,370,038.17
For the period 01/01/2009 – 31/12/2009:
/2009:
COMMERCIAL
ACTIVITY SECTORS
Mass Market
Cosmetics
Household
Products
Other Sales Income from
associate
companies
Continued
Operations
Discontinued
Operations
Group Total
INCOME FROM
EXTERNAL
CUSTOMERS
94,389,907.85 96,317,412.39 25,227,757.63 - 215,935,077.87 4,714,424.26 220,649,502.14
EARNINGS BEFORE
INTEREST & TAX
(EBIT)
4,083,370.06 11,113,953.00 2,004,978.79 6,173,199.69 23,375,501.55 69,030.79 23,444,532.34
INTEREST INCOME 185,389.65 189,175.43 49,549.42 - 424,114.50 2,763.63 426,878.13
INTEREST EXPENSES -955,586.53 -975,100.25 -255,401.30 - -2,186,088.08 -195,193.01 -2,381,281.09
ANNUAL FINANCIAL REPORT FOR THE PERIOD
1/1/2010 – 31/12/2010
EARNINGS BEFORE
TAX
3,305,858.05 10,320,563.68 1,797,171.78 6,173,199.69 21,596,793.20 -123,398.59 21,473,394.61
INCOME TAX 760,863.61 2,375,341.37 413,630.17 1,522,068.38 5,071,903.53 1,810.23 5,073,713.76
EARNINGS / LOSSES
AFTER TAX
2,544,994.43 7,945,222.31 1,383,541.62 4,651,131.31 16,524,889.67 -125,208.82 16,399,680.85
DEPRECIATION/
AMORTIZATION
1,567,070.54 1,599,071.16 418,833.71 - 3,584,975.41 52,594.99 3,637,570.40
EARNINGS BEFORE
INTEREST, TAX,
DEPRCIATION &
AMORTIZATION
(EBITDA)
5,650,440.60 12,713,024.16 2,423,812.51 6,173,199.69 26,960,476.96 121,625.78 27,082,102.74

Notes

  • Income from Associate Companies refer to income from the joint venture Estee Lauder Hellas and is presented in the above table for reconciliation purposes. Estee Lauder JV between the company and

  • The calculation of financial income & expenses and depreciation, amortization has been proportionate based on the sales of each business activity of the Group. The calculation of inc tax of each of the Group's business activity. income tax is based proportionately on the earnings before expenses amortization based ome of consolidated assets and liabilities is analyzed follows:

The allocation of consolidated assets and liabilities to the Group's business segments, is analyzed as follows

GROUP Mass Market Cosmetics Household Products Other Sales
31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009
Total Assets 241,621,056.00 223,500,232.89 106,553,572.67 95,609,399.44 104,439,475.56 97,561,806.82 30,628,007.76 30,329,026.63
Total Liabilities 117,401,819.49 107,914,073.86 51,773,564.41 46,163,709.36 50,746,340.82 47,106,402.94 14,881,914.26 14,643,961.56

4.10.2 Goodwill

GOODWILL

Balance 31.12.2010 4,741,211.22
Impairment of Goodwill -1,191,032.40
Additions / Reductions -19,713.21
Balance 1.1.2010 5,951,956.83

ANALYSIS OF GOODWILL

SARANTIS ROMANIA / ELMIPRODFARM TOTAL
Foreign Exchange Differences -19,713.21 -19,713.21

The Group, in the context of its annual impairment review, proceeded wit resulted in 2008, which concerned the 35% acquisition of group The relevant effect is presented in the account "Administrative Expenses" of the statement of comprehensive income. with the impairment of the goodwill that had "Sareast – Sarantis Russia" h that Sarantis Russia", amounting to 1,191,032.4 €. Expenses" of

4.10.2.1 Impairment of participation

During 31/12/2010 there was impairment of the participation of Gr. Sarantis SA in its amounting to €510,000, which is presented in the 2010 results of the parent company. Only the company results, and not the Group's, were affected by the above impairment. , impairment participation Sarantis affiliate Sarantis Ukraine, , 2010 results not

4.10.3 Inventories

Inventories are analyzed as follows:

INVENTORIES
A. Parent Company 31/12/2010 31/12/2009
Merchandise 7,253,993.68 7,683,477.23
Products 5,433,131.14 6,448,456.34
Raw Materials 3,359,525.89 3,429,991.10
16,046,650.71 17,561,924.67
Β. Group 31/12/2010 31/12/2009
Merchandise 22,529,359.84 23,238,156.24
Products 5,782,593.07 6,674,966.11
Raw Materials 5,368,685.92 4,770,488.31
33,680,638.84 34,683,610.66

4.10.4 Trade and other receivables

The Trade Receivables account is analyzed as follows follows:

TRADE RECEIVABLES
31/12/2010 31/12/2009
Α. Parent company
Trade receivables 25,484,338.92 26,781,464.36
Minus provisions 556,276.57 1,128,947.07
Net trade receivables 24,928,062.35 25,652,517.29
Checks and notes receivable 11,411,214.72 12,012,028.75
36,339,277.07 37,664,546.04
Β. Group
Trade receivables 59,966,249.99 58,216,522.66
Minus provisions 1,098,009.15 1,742,693.83
Net trade receivables 58,868,240.85 56,473,828.84
Checks and notes receivable 13,003,975.49 14,426,048.13
71,872,216.33 70,899,876.97

Other receivables are analyzed as follows follows:

OTHER RECEIVABLES
31/12/2010 31/12/2009
A. Parent Company
term Short-term receivables against related companies 277,608.22 217,608.22
Doubtful receivables account 239,641.63 173,532.48
Sundry Debtors 2,339,541.89 3,269,871.98
Accounts for management of prepayments & credits 91,179.96 92,469.96
2,947,971.70 3,753,482.64
Β. Group
term Short-term receivables against related companies 0.00 0.00
Doubtful receivables account 251,867.15 185,758.00
4,830,098.77 5,379,007.94
Sundry Debtors
4.10.5
Cash & cash equivalents
which are analyzed as follows:
Accounts for management of prepayments & credits
Cash & cash equivalents represent cash in hand of the Group and company and bank deposits available at f
108,060.29
5,190,026.21
and
119,792.26
5,684,558.20
deposits available at first demand,
CASH & CASH EQUIVALENTS
31/12/2010 31/12/2009
A. Parent Company
Cash in hand 43,205.54 31,460.62
Bank deposits 35,682,438.75 17,519,812.95
35,725,644.29 17,551,273.57
B. Group Cash in hand 31/12/2010
130,999.00
31/12/2009
139,832.14
Bank deposits 47,028,693.27 30,678,594.94

4.10.5 Cash & cash equivalents

CASH & CASH EQUIVALENTS
31/12/2010 31/12/2009
A. Parent Company
Cash in hand 43,205.54 31,460.62
Bank deposits 35,682,438.75 17,519,812.95
35,725,644.29 17,551,273.57
B. Group 31/12/2010 31/12/2009
Cash in hand 130,999.00 139,832.14
Bank deposits 47,028,693.27 30,678,594.94
47,159,692.28 30,818,427.08

4.10.6 Financial assets at fair value through profit and loss

Group Company
31/12/2010 31/12/2009 31/12/2010 31/12/2009
Opening balance - - - -
Additions/Sales 2,355,302.98 - 2,355,302.98 -
Fair value adjustments -424,048.34 - -424,048.34 -
Closing balance 1,931,254.64 0.00 1,931,254.64 0.00

4.10.7 Trade and other liabilities

The company's and Group's trade and other liabilities are analyzed as follows follows:

SUPPLIERS
31/12/2010 31/12/2009
A. Parent Company
Suppliers 17,761,591.42 18,319,711.24
Checks payable 3,574,066.48 3,528,664.84
Notes payable 125,827.77 151,764.05
21,461,485.67 22,000,140.13
Β. Group
Suppliers 34,715,810.33 34,403,964.75
Checks payable 3,574,066.48 3,587,969.96
Notes payable 541,502.37 151,764.05
38,831,379.18 38,143,698.76
OTHER LIABILITIES
31/12/2010 31/12/2009
Α΄ Parent company
Social Security Funds 774,519.78 827,225.96
Customer Prepayments 2,110,862.23 6,146,894.25
Short-term Liabilities towards Related Companies
term
51,304,368.39 35,682,852.21
Dividends Payable 31,963.20 41,544.78
Short-term Liabilities payable in the next period
term
0.00 0.00
Sundry Creditors 276,652.08 152,513.91
54,498,365.68 42,851,031.11
Β' Group
Social Security Funds 1,138,389.55 1,208,962.49
Customer Prepayments 971,044.99 1,017,241.96
Short-term Liabilities towards Related Companies
term
0.00 0.00
Dividends Payable 31,963.20 41,544.78
Short-term Liabilities payable in the next perio
term
period
221,394.42 175,109.16
Sundry Creditors 1,055,750.22 898,598.02
3,418,542.38 3,341,456.41

4.10.8 Provisions and other long-term liabilities term

The provisions and other long-term liabilities are analyzed as follows term follows:

PROVISIONS – OTHER LONG-TERM LIABILITIES
31/12/2010 31/12/2009
A. Parent Company
Taxes for tax un-audited fiscal years 593,064.00 593,064.00
Other provisions 0.00 0.00
Other Long-term Liabilities 0.00 0.00
593,064.00 593,064.00
Β. Group
Taxes for tax un-audited fiscal years 611,457.28 743,064.00
Other provisions 0.00 38,500.00
Other Long-term Liabilities 2,242,174.85 840,780.36
2,853,632.13 1,622,344.36

4.10.9 Loans

Loans are analyzed as follows:

Group Company
Short-term loans 31/12/2010 31/12/2009 31/12/2010 31/12/2009
31/12/2009
Bank loans 24,504,310.04 6,728,094.21 21,500,000.00 4,500,000.00
Long-term loans
Bank loans 39,500,000.00 50,250,000.00 39,500,000.00 49,000,000.00
Total 64,004,310.04 56,978,094.21 61,000,000.00 53,500,000.00

4.10.9.1 Parent Company

ANALYSIS OF CORPORATE BOND LOANS
BANK MATURITY AMOUNT
NATIONAL BANK OF GREECE 30/9/2012 15,000,000
ALPHA BANK 16/10/2012 10,000,000
PIRAEUS BANK 30/9/2012 4,500,000
EFG EUROBANK 2/5/2011 17,000,000
EMPORIKI BANK 29/9/2012 10,000,000
TOTAL 56,500,000

4.10.9.2 Group

ANALYSIS OF CORPORATE BOND LOANS
BANK MATURITY AMOUNT
NATIONAL BANK OF GREECE 30/9/2012 15,000,000
ALPHA BANK 16/10/2012 10,000,000
PIRAEUS BANK 30/9/2012 4,500,000
EFG EUROBANK 2/5/2011 17,000,000
EMPORIKI BANK 29/9/2012 10,000,000
TOTAL 56,500,000

4.10.10 Income tax

Group Company
31/12/2010
31/12/2009
31/12/2010 31/12/2009
Income tax for the period 3,384,915.74 4,203,475.75 0.00 381,533.46
Deferred tax -288,260.08 382,302.70 -81,971.17
81,971.17
463,973.10
Windfall tax 438,973.01 487,935.32 124,823.41 487,935.32
Total 3,535,628.68 5,073,713.77 42,852.24 1,333,441.88

Income tax includes the windfall tax "Extraordinary Lump company's results were charged with € 438,973.01 and € 124,823.41 respectively. Lump-sum Social Responsibility Contribution". The Group's and sum The

The reconciliation between the nominal and real tax rate, is presented in the following table the nominal rate, is presented the following table:

Group Company
2010 2009 2010 2009
Profit (Loss) before Tax 15,355,790.44 21,473,394.61 -3,055,657.27 1,885,292.60
Tax rate 24% 25% 24% 25%
Corresponding tax with the established tax rate 3,685,389.71 5,368,348.65 -733,357.74 471,323.15
Adjustments:
Effect from different tax rates in other countries -1,529,911.79 -1,652,444.34 0.00 0.00
Tax that corresponds to tax-exempt income -672,079.62 -366,358.54 -213,304.47 -191,708.17
Tax that corresponds to non-deductible expenses 1,020,001.73 422,956.89 740,413.15 37,638.42
Losses of consolidated subsidiaries non-deductible 39,390.64 1,340.33 0.00 0.00
Corresponding tax on tax loss -852,109.47 0.00 -803,503.19 0.00
Other temporary differences 1,283,113.76 649,712.50 805,554.80 344,798.67
Effect from change in tax rates 122,860.72 62,222.95 122,226.28 83,454.49
Provision for income tax 0.00 100,000.00 0.00 100,000.00
Windfall tax 438,973.01 487,935.32 124,823.41 487,935.32
Realized tax expense, net 3,535,628.68 5,073,713.77 42,852.24 1,333,441.88

4.10.11 Deferred taxes

A. Parent Company

DEFERRED TAX ASSETS
31/12/2009 31/12/2010
Differences of intangible assets 633,246.39 327,271.12
Differences of tangible assets -1,682.53 -9,170.55
Write-off of trade receivables 106,569.12 0.00
Provisions for employee benefits 399,638.65 302,873.40
Recognition of tax loss 0.00 803,503.17
Provisions 204,720.00 -14.35
Total 1,342,491.62 1,424,462.79
DEFERRED TAXES
31/12/2009 31/12/2010
Differences of intangible assets -169,716.42 -305,975.27
Differences of tangible assets -6,403.58 -7,488.02
Write-off of trade receivables 0.00 -106,569.12
Provisions for employee benefits -10,669.61 -96,765.25
Write-off of other receivables -481,903.49 0.00
Recognition of tax loss 0.00 803,503.17
Provision 204,720.00 -204,734.35
Total -463,973.10 81,971.17

B. Group

DEFERRED TAX ASSETS
31/12/2009 31/12/2010
Differences of intangible assets 633,246.39 327,271.12
Differences of tangible assets 101,216.05 98,850.30
Write-off of trade receivables 123,218.45 4,090.34
Provisions for employee benefits 419,326.88 310,404.85
Provisions 495,020.23 511,508.26
Other movements 19,840.56 0.00
Recognition of tax loss 0.00 852,574.37
Foreign exchange differences 12,519.22 18,640.12
Total 1,804,387.79 2,123,339.36
DEFERRED TAX LIABILITIES
31/12/2009 31/12/2010
Differences of intangible assets 0.00 16,329.60
Differences of tangible assets 0.00 12,636.08
Foreign exchange differences 10,605.24 6,746.38
Total 10,605.24 35,712.06
DEFERRED TAXES
31/12/2009 31/12/2010
Differences of intangible assets -169,716.42 -318,611.34
Differences of tangible assets -6,403.58 -18,695.35
Write-off of trade receivables 917.31 -119,128.11
Provisions for employee benefits 6,372.33 -108,922.03
Provisions 188,069.94 16,488.03
Write-off of other receivables -481,903.48 0.00
Other movements 80,361.20 -19,840.56
Recognition of tax loss 0.00 852,574.37
Foreign exchange differences 0.00 4,395.07
Total -382,302.70 288,260.08

4.10.12 Employee benefits

Employee salaries and expenses are analyzed as fol follows:

31/12/2010
/2010
31/12/2009
Α. Parent company
Employee salaries 13,208,477.69 13,514,610.26
Employee benefits 303,530.15 209,084.47
Employer contributions 3,437,951.85 3,591,147.56
Compensations for dismissal 847,047.58 439,441.26
Total 17,797,007.27
7,007.27
17,754,283.55
Average number of employees 477 536
Β. Group
Employee salaries 23,519,594.85 23,314,728.63
Employee benefits 1,143,521.11 616,192.48
Employer contributions 5,655,945.55 5,643,129.27
Compensations for dismissal 888,978.09 599,609.97
Total 31,208,039.61 30,173,660.35

4.10.13 Expenses per category

For comparability purposes the average number of employees for 2010 includes the number of employed staff from
number
employees
includes
discontinued operations (total 57 individuals).
4.10.13
Expenses per category
Expenses per category are analyzed as follows follows:
31/12/2010 31/12/2009
Α . Parent company
Cost of sales 52,300,519.88 54,440,561.68
Employee expenses 15,219,150.36 15,083,815.66
Third-party fees 1,379,776.00 1,540,500.66
Third-party benefits 2,940,834.34 3,322,602.65
Taxes – duties 674,956.72 769,082.43
Sundry expenses 19,431,762.50 21,031,861.27
Fixed asset depreciation 1,681,650.17 1,590,135.20
Total 93,628,649.97 97,778,559.55
Β . Group
Cost of sales 113,661,696.58 110,067,651.78
Employee expenses 27,457,234.22 26,669,022.77
Third-party fees 4,692,636.79 4,238,276.34
Third-party benefits 7,313,833.61 7,622,241.86
Taxes – duties 911,060.06 1,011,392.62
Sundry expenses 56,421,942.82 53,390,564.37
Fixed asset depreciation 2,999,407.82 2,795,171.02
Total 213,457,811.90 205,794,320.77

Note: Employee expenses are reduced by the amount of expenses that have been charged to the production of the parent company and Group.

4.10.14 Share capital

SHARE CAPITAL
NUMBER
OF
SHARES
NOMINAL
VALUE OF
SHARES
SHARE
CAPITAL
SHARE
PREMIUM
TOTAL
31.12.2010 38,350,940 1.54 59,060,447.60 39,252,195.98 98,312,643.58
31.12.2009 38,350,940 1.54 59,060,447.60 39,252,195.98 98,312,643.58
31.12.2008 38,350,940 1.54 59,060,447.60 39,252,195.98 98,312,643.58
31.12.2007 38,146,940 1.50 57,220,410.00 38,750,355.98 95,970,765.98

4.10.15 Treasury shares

TREASURY SHARES
Date Purchases Average
Cost
Value Percentage of
share capital
3rd QUARTER 2008 153,239 8.80 1,348,743 0.40%
4th QUARTER 2008 979,169 5.24 5,131,438 2.55%
1st QUARTER 2009 862,592 3.51 3,028,100 2.25%
2nd QUARTER 2009 188,100 2.57 482,949 0.49%
3rd QUARTER 2009 0 - 0 0.00%
4th QUARTER 2009 41,900 4.60 192,547 0.11%
1st QUARTER 2010 0 - 0 0.00%
2nd QUARTER 2010 900 4.11 3,695 0.00%
3rd QUARTER 2010 45,990 3.85 176,874 0.12%
4th QUARTER 2010 158,634 3.04 481,979 0.41%
Total 2,430,524 4.46 10,846,325 6.338%

In application of article 4 par. 4 of Regulation No. 2273/2003 by the European Commission and according to article 16 of Codified Law 2190/1920 as well as the relevant decisions 11/11/2008 and the Board of Directors, during 2009 the company acquired a total of 1,092,592 treasury shares at an average price of 3.39 euro, which correspond to 2.85% of its share capital. Overall, buyback program, the company owns 2,225,900 treasury shares with an average price of 4.58 euro, which corresponds to 5.8% of its share capital. by the Extraordinary General Shareholders' Meeting dated from the beginning of the above share par. No. by European to 16 dated Directors, acquired total an from of treasury of A. took

The Ordinary General Shareholders Meeting approved a share buyback program through the Athens Exchange and according to article 16 of c.l. 2190/1920 as in force, up to 10% of the company's shares (the 10% current company owns 204,624 treasury shares with an average price of 3.22 euro, which corresponds to 0.53 capital. of the company GR. SARANTIS S.A. that took place on 30/06/2010 currently represents 3,835,094 shares). From this hares 2010 the company owns 2,430,524 treasury shares with an average price of 4. a program through the Athens to article as From share buyback program, the hares with of which to 0.53% of its share

Overall, and until the December 31st euro, which corresponds to 6.338% of its share capital. 4.46

The maximum buy back price was set at seventeen (1.54 €) per share or the applicable nominal value. The company may acquire treasur from the date of the General Meeting, that is up to 30/06/2012, in order to improve the company's earnings and dividend per share, indirectly distribute earnings/return capital to the shareholders as well as for use in a p possible future acquisition. Finally, the Board of Directors was authorized to act accordingly for the completion of the buyback program. % euro (17 €) per share and the lowest at one euro and fifty four cents treasury shares up to twenty four months per share the lowest y up four to per to as for in possible partnership or a future the Directors act

4.10.16 Table of changes in fixed assets

4.10.16.1 Parent company

ACQUISITION COST
31/12/2008
ADDITIONS OTHER
ADDITIONS
TRANSFERS
REDUCTIONS
TRANSFERS
VALUE AS AT
31/12/2009
LAND-FIELDS 7,835,990.24 7,835,990.24
BUILDINGS-BUILDING FACILITIES
AND TECHNICAL PROJECTS
26,014,896.70 85,665.55 27,827.00 26,128,389.25
MACHINERY
TECHNICAL
EQUIPMENT
&
OTHER
EQUIPMENT 7,327,688.17 369,435.36 340.00 18,057.24 7,679,406.29

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010

VEHICLES 1,408,777.65 134,237.48 173,152.9 1,369,862.23
FURNITURE
&
OTHER
EQUIPMENT
8,322,465.71 379,120.76 261,898.82 506,775.73 8,456,709.56
FIXED
ASSETS
UNDER
CONSTRUCTION
AND
PREPAYMENTS
4,353,028.92 1,582,532.62 76,700.00 4,795,405.43 1,216,856.11
INTANGIBLE ASSETS 124,969.08 260,946.67 4,306,384.84 0.00 4,692,300.59
TOTAL 55,387,816.47 2,811,938.44 4,673,150.66 5,493,391.3 57,379,514.27
DEPRECIATIONS
31/12/2008
DEPRECIATIONS
FOR THE PERIOD
REDUCTIONS OF
DEPRECIATIONS
DEPRECIATIONS
DEPRECIATIONS
31/12/2009
31/12/2009
NET BOOK VALUE
31/12/2009
LAND-FIELDS 0.00 7,835,990.24
BUILDINGS-BUILDING
FACILITIES AND TECHNICAL
PROJECTS
4,743,875.47 956,246.93 5,700,122.40 20,428,266.85
MACHINERY
TECHNICAL
EQUIPMENT
&
OTHER
EQUIPMENT 5,217,307.26 397,733.70 18,050.73 5,596,990.23 2,082,416.06
VEHICLES 1,152,238.72 60,267.91 153,529.21 1,058,977.42 310,884.81
FURNITURE
&
OTHER
EQUIPMENT
6,123,618.23 666,617.19 505,480.31 6,284,755.11 2,171,954.45
FIXED
ASSETS
UNDER
CONSTRUCTION
AND
PREPAYMENTS 1,216,856.11
INTANGIBLE ASSETS 53,761.69 169,831.30 223,592.99 4,468,707.60
TOTAL 17,290,801.37 2,250,697.03 677,060.25 18,864,438.15 38,515,076.12
ACQUISITION
COST
31/12/2009
ADDITIONS TRANSFERS REDUCTIONS WRITE
WRITE-OFFS
VALUE AS AT
31/12/2010
LAND-FIELDS 7,835,990.24 0.00 0.00 0.00 0.00 7,835,990.24
BUILDINGS-BUILDING FACILITIES
AND TECHNICAL PROJECTS
26,128,389.25 131,120.79 339,970.00 0.10 4,815.35 26,594,664.59
MACHINERY
TECHNICAL
EQUIPMENT
&
OTHER
EQUIPMENT
7,679,406.29 474,557.34 0.00 478,569.81 0.00 7,675,393.82
VEHICLES 1,369,862.23 30,613.80 0.00 102,142.17 179,208.19 1,119,125.67
FURNITURE
&
OTHER
EQUIPMENT
8,456,709.56 176,257.27 0.00 59,080.02 109,851.62 8,464,035.19
FIXED
ASSETS
UNDER
CONSTRUCTION
AND
PREPAYMENTS
1,216,856.11 285,470.55 -1,421,922.36 0.00 0.00 80,404.30
INTANGIBLE ASSETS 4,692,300.59 310,959.77 1,081,952.36 0.00 0.00 6,085,212.72
TOTAL 57,379,514.27 1,408,979.52 0.00 639,792.10 293,875.16
293,875.16
57,854,826.53

54

DEPRECIATION
S 31/12/2009
DEPRECIATIONS
FOR THE
PERIOD
REDUCTIONS OF
DEPRECIATIONS
DEPRECIATIO
NS OF
WRITE-OFFS
DEPRECIATION
S 31/12/2010
31/12/2010
NET BOOK VALUE
31/12/2010
LAND-FIELDS 0.00 0.00 0.00 0.00 0.00 7,835,990.24
BUILDINGS-BUILDING FACILITIES
AND TECHNICAL PROJECTS
5,700,122.40 950,874.26 0.00 2,858.95 6,648,137.71 19,946,526.88
MACHINERY
TECHNICAL
EQUIPMENT
&
OTHER
EQUIPMENT 5,596,990.23 390,727.01 433,779.94 0.00 5,553,937.30 2,121,456.52
VEHICLES 1,058,977.42 57,948.30 92,911.20 178,968.73 845,045.79 274,079.88
FURNITURE
&
OTHER
EQUIPMENT
6,284,755.11 615,551.09 49,561.53 61,901.22 6,788,843.45 1,675,191.74
FIXED
ASSETS
UNDER
CONSTRUCTION
AND
PREPAYMENTS 0.00 0.00 0.00 0.00 0.00 80,404.30
INTANGIBLE ASSETS 223,592.99 286,800.45 0.00 0.00 510,393.44 5,574,819.28
TOTAL 18,864,438.15 2,301,901.11 576,252.67 243,728.90 20,346,357.69 37,508,468.84

4.10.16.2 Group

ACQUISITION
COST
31/12/2008
ADDITIONS OTHER
ADDITIONS
REDUCTIONS OTHER
REDUCTIONS
WRITE
-OFFS
FX
DIFFERENCES
VALUE AS AT
31/12/2009
LAND-FIELDS 8,591,576.69 0.00 -13,173.20 0.00 0.00 0.00 17,771.78 8,560,631.71
BUILDINGS-BUILDING
FACILITIES
AND
TECHNICAL PROJECTS
26,900,499.12 201,346.75 46,443.52 0.00 0.00 0.00 1,144.43 27,147,144.96
MACHINERY
TECHNICAL
EQUIPMENT & OTHER
EQUIPMENT 10,446,204.77 1,173,419.62 401,884.57 32,983.47 0.00 191,909.60
191,909.60
55,032.75 11,741,583.14
VEHICLES 6,602,741.27 795,553.10 79,617.83 733,326.19 0.00 103,570.76
103,570.76
135,469.31 6,505,545.93
FURNITURE & OTHER
EQUIPMENT
9,323,984.19 576,326.67 175,547.86 22,158.52 0.00 546,116.36
546,116.36
959.60 9,506,624.25
FIXED ASSETS UNDER
CONSTRUCTION
AND
PREPAYMENTS
4,426,164.72 2,807,286.10 79,970.45 198,954.77 4,596,450.66 68,173.55 -30,753.32 2,480,595.61
INTANGIBLE ASSETS 2,648,091.29 325,369.55 4,304,930.80 0.00 0.00 54,773.42
773.42
87,896.79 7,135,721.42
TOTAL 68,939,262.06 5,879,301.78 5,075,221.83 987,422.95 4,596,450.66 964,543.70
964,543.70
267,521.33 73,077,847.02
DEPRECIATION
S 31/12/2008
DEPRECIATIO
NS FOR THE
PERIOD
OTHER
DEPRECIATIO
NS
DEPRECIATIO
NS OF
REDUCTIONS
DEPRECIATIO
NS OF WRITE
OFFS
FX
DIFFERENCE
S
DEPRECIATION
S31/12/2009
NET BOOK
VALUE
31/12/2009
LAND-FIELDS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 8,560,631.71
BUILDINGS-BUILDING
FACILITIES
AND
TECHNICAL
PROJECTS
4,944,556.94 993,380.58 5,443.00 0.00 0.00 -509.55 5,943,890.07 21,203,254.89
MACHINERY
TECHNICAL
EQUIPMENT
&
OTHER
EQUIPMENT
7,088,694.83 830,071.23 366,058.00 27,292.59 188,637.27 37,859.53 8,031,034.68 3,710,548.46
VEHICLES 3,669,759.79 840,329.98 51,142.00 626,127.41 99,524.68 64,255.05 3,771,324.63 2,734,221.30
FURNITURE
&
OTHER
EQUIPMENT
6,854,508.80 745,594.53 -18,850.90 19,096.21 544,173.58 9,703.86 7,008,278.77 2,498,345.48

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010

FIXED
ASSETS
CONSTRUCTION
UNDER
AND
PREPAYMENTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2,480,595.61
INTANGIBLE ASSETS 851,334.35 228,194.08 0.00 0.00 54,545.58 9,785.73 1,015,197.11 6,120,524.32
TOTAL 23,408,854.70 3,637,570.40 403,792.10 672,516.21 886,881.11 121,094.62 25,769,725.26 47,308,121.76
ACQUISITION
COST
31/12/2009
ADDITIONS TRANSFERS REDUCTIONS WRITE-OFFS REDUCTI
REDUCTIONS
FROM
DISCONTINUED
DISCONTINUED
OPERATIONS
FX DIFFERENCES VALUE AS AT
31/12/2010
LAND-FIELDS 8,560,631.71 167,571.47 0.00 0.00 0.00 0.00 -12,733.27 8,740,936.44
BUILDINGS-BUILDING
FACILITIES
AND TECHNICAL PROJECTS
27,147,144.96 1,577,797.41 362,224.76 0.10 4,815.35 101,308.26 7,026.51 28,974,016.90
MACHINERY TECHNICAL EQUIPMENT
& OTHER EQUIPMENT
11,741,583.14 1,217,419.94 -224,688.23 565,267.94 46,152.86 82,038.84 -79,358.89 12,120,214.11
VEHICLES 6,505,545.93 641,633.62 0.00 706,711.11 247,259.39 160,682.0
160,682.05
-5,233.69 6,037,760.70
FURNITURE & OTHER EQUIPMENT 9,506,624.25 295,456.31 0.00 65,275.64 115,127.41 316,365.99 -13,766.94 9,319,078.46
FIXED
ASSETS
UNDER
CONSTRUCTION AND PREPAYMENTS
2,480,595.61 1,067,857.18 -3,387,053.12 0.00 0.00 0.00 -31,811.15 193,210.81
INTANGIBLE ASSETS 7,135,721.42 2,789,327.02 3,249,516.59 2,107.36 0.00 13,363.39 -31,370.71 13,190,465.00
TOTAL 73,077,847.02 7,757,062.94 0.00 1,339,362.14 413,355.01 673,758.52 -167,248.14 78,575,682.43
DEPRECIATIONS
31/12/2009
DEPRECIATIONS
FOR THE PERIOD
TRANSFERS DEPRECIATIO
N OF
REDUCTIONS
DEPRECIATION
S OF WRITE
OFFS
DEPRECIATIONS
OF
REDUCTIONS
FROM
DISCONTINUED
OPERATIONS
FX
DIFFERENCES
DEPRECIATIO
NS31/12/2010
NET BOOK VALUE
31/12/2010
LAND-FIELDS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 8,740,936.44
BUILDINGS-BUILDING
FACILITIES
AND
TECHNICAL PROJECTS
5,943,890.07 1,026,486.43 0.00 0.00 2,858.95 94,745.13 -3,867.11 6,876,639.54 22,097,377.36
MACHINERY TECHNICAL
EQUIPMENT & OTHER
EQUIPMENT
8,031,034.68 849,577.07 -112,534.39 503,969.08 45,583.71 51,944.80 -
-21,252.38
8,187,832.16 3,932,381.95
VEHICLES 3,771,324.63 821,327.74 0.00 644,683.69 245,743.14 104,918.97 6,023.19 3,591,283.38 2,446,477.32
FURNITURE & OTHER
EQUIPMENT
7,008,278.77 705,072.21 0.00 55,387.39 67,177.01 300,520.98 -4,678.79 7,294,944.39 2,024,134.07
FIXED ASSETS UNDER
CONSTRUCTION
AND
PREPAYMENTS
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 193,210.81
INTANGIBLE ASSETS 1,015,197.10 485,187.85 112,534.39 2,107.36 0.00 8,937.82 -
-18,786.28
1,620,660.43 11,569,804.57
TOTAL 25,769,725.26 3,887,651.30 0.00 1,206,147.52 361,362.81 561,067.70 -42,561.38
42,561.38
27,571,359.91 51,004,322.52

The subsidiary company SARANTIS POLSKA 30/06/10 for the acquisition of the brandname KOLASTYNA amounting to approximately S.A. with a participation percentage of 100% € 2 signed an agreement on 2.3 mil.

KOLASTYNA's product range includes facial and body care products as well as sunscreen products.

56

4.10.17 Number of employees

The number of employees for the group and company is as follows follows:

GROUP COMPANY
01/01-
31/12/2010
01/01-
31/12/2009
01/01-
31/12/2010
01/01-
31/12/2009
Regular employees (during the presented date) 1,150 1,309 380 449
Day-wage employees (during the presented date)
wage
307 250 97 87
Total Employees 1,457 1,559 477 536

4.10.18 Provisions for post-employment employment employee benefits

The liability for post employment benefits is presented in the Financial Statements according to IAS 19 and is based on an actuarial study that was carried out based on 31 December 2010. The calculations of following actuarial assumptions: benefits in the Financial according 19 and is on carried based the study were based on the

a. Average annual long-term inflation rate term rate: 2%

b. Annual Increase of Wages: Wages and day wages increase 3.0% annually in nominal terms, namely including inflation

c. Discount rate: According to guidance of IAS 19, the discount rate for the calculation of present values, and the investment of reserves must be defined prudently. In our case, this rate was set at 5.0%, in nominal terms.

d. Employee mobility: We assumed that retirement. no dismissals will occur and all employees will receive indemnity during their

e. Retirement ages and condition: According to the statutory provisions of the Main Social Insurance fund of each employee. the discount the , ur employees will receive indemnity during and According Social of each for the was recognized in follows:

f. Indemnities: In application of the legal provisions of Law 2112/20.

g. Assets for the indemnity of Law 2112/20: zero (0)

The expense for the provision for staff retirement indemnities that was recognized in the results, is as follows

GROUP COMPANY
31/12/2010 31/12/2009 31/12/2010 31/12/2009
Current Employment Service Cost 151,346.50 166,568.00 150,943.00 163,068.00
Financial cost 75,895.85 85,043.05 75,718.35 83,258.05
Actuarial Losses (Profit) -373,735.85 -225,059.64 -377,455.35 -222,398.05
Total -146,493.50 26,551.41 -150,794.00 23,928.00
Further Payments 0.00 0.00 0.00 0.00
Retirement expenses -146,493.50 26,551.41 -150,794.00 23,928.00
Balance of Liability at beginning of period 1,723,146.50 1,696,595.09 1,665,161.00 1,641,233.00
Retirement expenses -146,493.50 26,551.41 -150,794.00 23,928.00
Reduction from Discontinued Operations -47,205.50 0.00 0.00 0.00
Closing Balances 1,529,447.50 1,723,146.50 1,514,367.00 1,665,161.00

4.10.19 Pending Legal cases

There are no pending judicial or under arbitration differe on the financial position of the Group's companies. differences or decisions by courts that may have significant effects

4.10.20 Events after the reporting period

There are no events after the reporting period that may have a significant effect on the financial stateme operation of the Company and Group. nts or

4.10.21 Intra-Group Transactions

(01/01 – 31/12/2009)

SALES
PURCHASES
SARANTIS SA VENTURES SA SARΑNTIS
ROMANIA SA
SARANTIS
BULGARIA
LTD
SARANTIS
BELGRADE
DOO
SARANTIS
SKOPJE DOO
SARANTIS
ANADOL
SA
SARANTIS
RUSSIA
SARANTIS
POLSKA SA
SARANTIS
CZECH
REPUBLIC
SRO
TRADE 90
LTD
K.
THEODORIDIS
SA
ΟΤΟ ΤΟΡ
EOOD
SARANTIS
HUNGARY
ZETA SA TOTAL
GR. SARANTIS
SA
1,472,603.60 4,251,656.48 2,177,522.17 2,149,795.38 738,757.46 69,153.50 -723,588.99 3,947,933.09 1,385,671.70 675,057.92 18,071.20
18,071.20
7,625.00 16,170,258.51
ΖΕΤΑ FIN LTD 540,341.21 540,341.21
SARANTIS
ROMANIA SA
1,746.63 43,468.65 65,680.69
65,680.69
33,328.21 8,528.92 152,753.10
ELMI
PRODFARM SRL
2,334,723.49 2,334,723.49
GR.SARANTIS
CYPRUS LTD
574,953.72 16,197.22 7,187.50 598,338.44
SARANTIS
RUSSIA
709,509.09 709,509.09
SARANTIS
BULGARIA LTD
45,305.39 69,622.40
69,622.40
3,707.84 6,041.87 12,545.22 5,908.00 143,130.72
SARANTIS
CZECH REPUBLIC
SRO
13,304.82 4,991.59 16,441.96
16,441.96
75,471.96 40,211.08 150,421.41
SARANTIS
BELGRADE DOO
1,387.28 3,163.19 319,401.52 3,029.67 326,981.66
SARANTIS
POLSKA SA
22,801.35 910,521.45 176,604.32 524,078.51 74,046.42 197,781.62 55,946.74 1,961,780.41
K. THEODORIDIS
SA
419,770.33 419,770.33
SARANTIS
ANADOL S.A
1,569,995.78 1,569,995.78
SARANTIS
UKRAINE SA
0.00
TRADE 90 LTD 1,728.46 38,419.52 4,985.85 20,022.58
20,022.58
4,219.82 114,296.26 75,383.05 259,055.54
SAREAST LTD 18,250.00 18,250.00
TOTAL 3,440,713.52 1,472,603.60 7,597,094.34 2,407,572.58 2,845,641.52 1,140,133.06 69,153.50 -723,588.99 4,180,101.06 1,696,107.73 777,123.74 18,071.20 419,770.33 7,187.50 7,625.00 25,355,309.69

(01/01 – 31/12/2010)

SALES / PURCHASES GR. SARANTIS SA VENTURES SA SARANTIS
ROMANIA S.A
SARANTIS
BULGARIA
L.T.D
SARANTIS
BELGRADE
D.O.O
SARANTIS
SKOPJE D.O.O
SARANTIS
ANADOL SA
SARANTIS
POLSKA S.A
SARANTIS
CZECH
REPUBLIC sro
SARANTIS
HUNGARY
Kft.
K.
THEODORID
IS SA
ΟΤΟ ΤOP
EOOD
ΖΕΤΑ SA TOTAL
GR. SARANTIS SA 1,211,435.56 3,992,270.49 1,833,225.36 2,369,313.36 810,823.31 199,408.36 4,874,174.07 1,151,822.60 577,659.70 76,935.63 14,487.50 17,111,555.94
ΖΕΤΑ FIN LTD 1,292,071.44 1,292,071.44
SARANTIS ROMANIA S.A 3,706.51 13,704.03 14,713.02 16,051.29 15,934.07 595.00 64,703.93
GR SARANTIS CYPRUS L.T.D 871,352.51 24,840.28 896,192.79
VENTURES SA 34,876.26 34,876.26
SARANTIS BULGARIA L.T.D 7,117.64 1,766.47 7,359.07 4,545.12 20,788.31
SARANTIS CZECH REPUBLIC sro 5,537.42 6,669.07 6,755.03 18,961.53
SARANTIS BELGRADE D.O.O 465,281.75 465,281.75
SARANTIS POLSKA S.A 93,928.00 1,196,064.90 312,274.12 921,392.55 427,778.93 126,943.14 3,078,381.65
K. THEODORIDIS SA 337,847.00 337,847.00
SARANTIS ANADOL SA 1,050,034.33 1,050,034.33
THRACE-SARANTIS S.A 1,233,016.20 1,233,016.20
SARANTIS HUNGARY Kft. 12,932.10 2,027.53 4,121.28 85,781.71 20,132.72 124,995.35
SAREAST L.T.D 18,250.00 18,250.00
TOTAL 4,597,235.25 1,211,435.56 5,213,922.55 2,161,231.04 3,311,306.69 1,276,105.06 199,408.36 4,982,676.15 1,647,867.68 716,497.99 76,935.63 337,847.00 14,487.50 25,746,956.48

(01/01-31/12/2009)

LIABILITIES
RECEIV.
GR. SARANTIS SA VENTURES SA ZETA
COSMETICS
LTD
ZETA SA SARANTIS
BELGRADE
DOO
SARANTIS
BULGARIA
BULGARIA
LTD
SARANTIS
SKOPJE DOO
SARANTIS
ROMANIA SA
K.
THEODORI
DIS SA
SARANTIS
CZECH
REPUBLIC ARO
SARANTIS
POLSKA SA
SARANTIS
UKRAINE SA
ZETA
FIN LTD
WALDEC
K
K LTD
SARANTIS
RUSSIA
OTO TOP
EOOD
ELMI
PRODFA
RM SRL
TRADE 90
LTD
TOTAL
GR.
SARANTIS
SA
VENTURES
790,888.94 610,657.02 11,858.28 55,947.39 944,265.32 1,427,056.36 501,980.09 699,970.75 391,151.82 5,433,775.97
SA 200.00 200.00
ZETA SA 300.00 300.00
ZETA FIN
LTD
18,811,285.09 27,858.45 8,386.38 18,847,529.92
K.
THEODORI
DIS SA
13,149.25 495,857.03 509,006.28
SARANTIS
POLSKA SA
12,812.56 121,022.95 33,435.40
33,435.40
172,283.31 27,823.77 24,469.72 391,847.71
SARANTIS
CZECH
REPUBLIC
ARO
SARANTIS
5,970.06 5,970.06
BELGRADE
DOO
861,584.78 23,400.00
23,400.00
22,405.54 9,680.00 917,070.32
SARANTIS
ROMANIA
SA
1,902,211.41 3,061.74 39.21 1,905,312.36
SARANTIS
BULGARIA
LTD
1,782,902.94 5.00 12.00 5,905.20 1,788,825.14
SAREAST
LTD
400,000.00 400,000.00
VENUS SA 116,478.75 116,478.75
GR
SARANTIS
CYPRUS
LTD
SARANTIS
16,471,567.00 10,420.59 716,197.00 17,198,184.59
ANADOL SA 345,497.97 345,497.97
SARANTIS
SKOPJE
DOO
480,640.48 480,640.48
WALDECK
LTD
0.00
ELMI
PRODFARM
SRL
SARANTIS
790,829.75 790,829.75
RUSSIA 0.00
TRADE 90
LTD
22,456.69 22,456.69
TOTAL 41,069,002.23 790,888.94 27,858.45 727,135.77 121,027.95 56,835.40
56,835.40
22,417.54 1,008,221.18 55,947.39 1,691,347.83 1,455,483.11 501,980.09 0.00 8,386.38 699,970.75 495,857.03 39.21 421,526.74 49,153,925.99

(01/01-31/12/2010)

RECEIVABLES / LIABILITIES GR. SARANTIS
SA
VENTURES
SA
ΖΕΤΑ
COSMETICS
LTD
ZETA SA SARANTIS
BELGRADE
D.O.O
SARANTIS
BULGARIA
L.T.D
SARANTIS
SKOPJE
D.O.O
SARANTIS
ROMANIA
S.A
SARANTIS CZECH
REPUBLIC sro
SARANTIS
POLSKA S.A
GR
SARANTIS
CYPRUS
L.T.D
WALDECK
L.T.D
SARANTIS
ANADOL
SA
SARANTIS
HUNGARY
Kft.
TOTAL
GR. SARANTIS SA 693,023.46 683,187.82 1,550,257.20 2,635,684.83 63,298.68 239,917.53 5,865,369.52
VENTURES SA 3,669.60 3,669.60
ZETA SA 300.00 300.00
THRACE-SARANTIS S.A 439,003.51 439,003.51
ΖΕΤΑ FIN LTD 26,874,368.39 27,858.45 50.25 26,902,277.09
SARANTIS POLSKA S.A 16,398.91 300,479.21 117,504.75 557,877.54 78,788.76 800,000.00 75,229.98 1,946,279.15
SARANTIS CZECH REPUBLIC
sro
0.00
SARANTIS BELGRADE D.O.O 1,834.12 23,400.00 6,292.46 9,680.00 41,206.58
SARANTIS ROMANIA S.A 235,760.67 5,256.96 2,417.40 595.00 244,030.03
SARANTIS BULGARIA L.T.D 454,793.35 4,546.08 459,339.43
SAREAST L.T.D 400,000.00 400,000.00
GR SARANTIS CYPRUS L.T.D 24,030,000.00 82,506.97 741,037.50 24,853,544.47
SARANTIS ANADOL SA 99,469.79 99,469.79
SARANTIS SKOPJE D.O.O 514,583.98 514,583.98
SARANTIS HUNGARY Kft. 2,020.21 61,769.70 63,789.91
TOTAL 53,070,182.32 693,023.46 27,858.45 765,694.79 305,736.17 145,342.36 6,292.46 567,557.54 2,370,083.46 2,697,454.53 800,000.00 50.25 63,298.68 320,288.59 61,832,863.06

The benefits towards Management at the Group and company level, are analyzed as follows benefits towards follows:

GROUP COMPANY
31/12/2010 31/12/2009 31/12/2010 31/12/2009
Short-term Benefits:
Board of Directors' Wages and Remuneration 695,224.19 777,317.28 680,929.50 680,929.50
Social Security Cost 36,921.43 41,576.14 36,169.08 36,169.08
Total 732,145.62 818,893.42 717,098.58 717,098.58
Post-employment benefits relating to:
Defined benefit plan 57,563.00 54,684.85 57,563.00 54,684.85
Employment termination benefits - - - -
Total 0.00 0.00 0.00 0.00

4.10.22 Sector and geographic breakdown tables

4.10.22.1 Breakdown per Business Activity

Breakdown of Consolidated Sales
12Μ '10 Breakdown of Consolidated Sales per Business Category
Sales per Category (mil €) 12M '10 % 12M '09
Mass Market Cosmetics Total Operations 98.49 4.35%
4.35%
94.39
% Total Sales 44.77% 43.71%
Own brands 66.18 3.78%
3.78%
63.77
% Category 67.19% 67.56%
Distributed 32.31 5.52%
5.52%
30.62
% Category 32.81% 32.44%
Household Products Total Operations 96.54 0.23%
0.23%
96.32
% Total Sales 43.88% 44.60%
Own brands 96.31 0.71%
0.71%
95.63
% Category 99.76% 99.28%
Distributed 0.23 -66.59%
66.59%
0.69
% Category 0.24% 0.72%
Other Sales Total Operations 24.98 -0.99%
0.99%
25.23
% Sales 11.35% 11.68%
Health & Care Products 11.41 0.40%
0.40%
11.36
% Category 45.68% 45.05%
Selective 13.57 -2.13%
2.13%
13.86
% Category 54.32% 54.95%
Total Continued Operations 220.01 1.89%
89%
215.94
Total Discontinued Operations 3.33 -29.30%
30%
4.71
Total Sales 223.34 1.22%
22%
220.65

Consolidated EBIT Breakdown

12Μ '10 Consolidated
EBIT Breakdown per Business Category
EBIT per Category (mil €) 12M '10 % 12M '09
Mass Market Cosmetics Total Operations 3.66 -10.25%
10.25%
4.08
Margin 3.72% 4.33%
% EBIT 20.89% 17.47%
Own Brands 2.77 -17.26%
17.26%
3.35
Margin 4.19% 5.26%
% EBIT 15.81% 14.35%
Distributed 0.89 21.94% 0.73
Margin 2.75% 2.38%
% EBIT 5.07% 3.12%
Household Products Total Operations
ehold
7.22 -35.06%
35.06%
11.11
Margin 7.48% 11.54%
% EBIT 41.13% 47.55%
Own Brands 7.24 -34.58%
34.58%
11.06
Margin 7.52% 11.57%
% EBIT 41.25% 47.33%
Distributed -0.02 -141.45%
141.45%
0.05
Margin -9.03% 7.28%
% EBIT -0.12% 0.22%
Other Sales Total Operations 1.43 -28.48%
28.48%
2.00
Margin 5.74% 7.95%
% EBIT 8.17% 8.58%
Health & Care Products 2.06 12.83% 1.82
Margin 18.03% 16.04%
% EBIT 11.72% 7.80%
Selective -0.62 -442.45%
442.45%
0.18
Margin -4.59% 1.31%
% EBIT -3.55% 0.78%
Income from Associates 5.23 -15.28%
15.28%
6.17
% EBIT 29.81% 26.41%
Income from Estee Lauder JV 5.23 -15.28%
15.28%
6.17
% EBIT 29.81% 26.41%
Total Continued Operations 17.55 -24.94%
94%
23.38
Total Discontinued Operations -0.06 -191.20%
20%
0.07
Total Sales 17.48 -25.43%
43%
23.44

4.10.22.2 Geographic Breakdown

12M '10
Geographic Breakdown of Consolidated Sales
Sales per Country (mil €) 12M'10 % 12M'09
Greece 78.03 -11.10% 87.77
% of Sales 35.47% 40.65%
Poland 66.29 25.69% 52.74
Romania 37.67 -0.77% 37.97
Bulgaria 11.65 -9.87% 12.92
Serbia 11.07 8.61% 10.19
Czech Republic 6.04 7.54% 5.61
Hungary 6.61 2.61% 6.44
FYROM 2.64 15.80% 2.28
Foreign Countries 141.98 10.78% 128.16
% of Sales 64.53% 59.35%
Total Continued Operations 220.01 1.89% 215.94
Total Discontinued Operations
ions
3.33 -29.30% 4.71
Total Sales 223.34 1.22% 220.65

Consolidated EBIT Breakdown

12M '10 Geographic ΕΒΙΤ Breakdown
ΕΒΙΤ per Country (mil €) 12M'10 % 12M'09
Greece 9.73 -40.85% 16.45
% ΕΒΙΤ 55.45% 70.36%
Poland 3.98 7.02% 3.71
Romania 2.64 16.72% 2.26
Bulgaria 0.50 -20.48% 0.63
Serbia 1.22 -4.53% 1.27
Czech Republic -0.37 30.45% -0.54
Hungary -0.71 21.83% -0.90
FYROM 0.56 15.84% 0.48
Foreign Countries 7.82 12.84% 6.93
% ΕΒΙΤ 44.55% 29.64%
Total Continued Operations 17.55 -24.94% 23.38
Total Discontinued Operations -0.06 -184.79% 0.07
Total ΕΒΙΤ 17.48 -25.43% 23.44
ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010
Marousi, 23 March 2011
THE CHAIRMAN OF THE
BOARD
THE VICE
VICE-CHAIRMAN
THE FINANCIAL DIRECTOR & BOARD
MEMBER
THE HEAD ACCOUNTANT
GRIGORIS SARANTIS KYRIAKOS SARAN
SARANTIS
KONSTANTINOS ROZAKEAS VASILIOS D. MEINTANIS
ID No. Χ 080619/03 ID No. Ρ 539590/95 ID No. Ρ 534498/94 ID No. ΑΒ 656347/06

67

5. DATA AND INFORMATION

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1/1/2010 – 31/12/2010
---------------------------------------- -----------------------

6. INFORMATION of article 10 Law 3401/200 3401/2005

ANNUAL FINANCIAL REPORT FOR THE PERIOD
1/1/2010 – 31/12/2010
69
INFORMATION of article 10 Law 3401/200
3401/2005
Announcements on the website www
www.hermes.ase.gr
30/12/2010 Announcement of Share Buy Back
29/12/2010 Announcement of Share Buy Back
28/12/2010 Announcement of Share Buy Back
23/12/2010 Announcement of Share Buy B
Back
23/12/2010 SALE OF PARTICIPATION IN K. THEODORIDIS SA
22/12/2010 Announcement of Share Buy Back
21/12/2010 Announcement of Share Buy Back
20/12/2010 Announcement of Share Buy Back
16/12/2010 Announcement of Share Buy Back
14/12/2010 Announcement of Share Buy Back
13/12/2010 Announcement of Share Buy Back
13/12/2010 Disclosure of significant change in voting rights according to L 3556
10/12/2010 Announcement of Share Buy Back
09/12/2010 Announcement of Share Buy Back
08/12/2010 Announcement of Share Buy Back
07/12/2010 Announcement of Share Buy Back
06/12/2010 Announcement of Share Buy Back
03/12/2010 Announcement of Share Buy Back
02/12/2010 Announcement of Share Buy Back
01/12/2010 Announcement of Share Buy Back
30/11/2010 Announcement of Share Buy Back
29/11/2010 Announcement of Share Buy Back
29/11/2010 Release of Data and Information for the period from 1.1.2010 to 30.09.2010
Data
26/11/2010 Announcement of Share Buy Back
25/11/2010 Announcement of Share Buy Back
24/11/2010 Announcement of Share Buy Back
nt
23/11/2010 Announcement of Share Buy Back
22/11/2010 Announcement of Share Buy Back
19/11/2010 Announcement of Share Buy Back
18/11/2010 Announcement of Share Buy Back
17/11/2010 Announcement of Share Buy Back
16/11/2010 Announcement of Share Buy Back
ment
15/11/2010 Announcement of Share Buy Back
12/11/2010 Announcement of Share Buy Back
11/11/2010 Announcement of Share Buy Back
10/11/2010 Announcement of Share Buy Back
22/10/2010 Revision of 2010 Provisions for Sarantis Group
11/10/2010 Announcement of Share Buy Back
07/10/2010 Announcement of Share Buy Back
06/10/2010 Announcement of Share Buy Back
27/09/2010 Announcement of Share Buy Back
22/09/2010 Announcement of Share Buy Back
21/09/2010 Announcement of Share Buy Back
20/09/2010 Announcement of Share Buy Back
17/09/2010 Announcement of Share Buy Back
17/09/2010 Disclosure of significant change in voting rights
16/09/2010 Announcement of Share Buy Back
ANNUAL FINANCIAL REPORT FOR THE PERIOD
1/1/2010 – 31/12/2010
15/09/2010 Announcement of Share Buy Back
14/09/2010 Announcement of Share Buy Back
ent
10/09/2010 Announcement of Share Buy Back
09/09/2010 Announcement of Share Buy Back
08/09/2010 Announcement of Share Buy Back
07/09/2010 Announcement of Share Buy Back
06/09/2010 Announcement of Share Buy Back
02/09/2010 Announcement of Share Buy Back
ement
01/09/2010 Announcement of Share Buy Back
31/08/2010 Announcement of Share Buy Back
31/08/2010 Clarification regarding the windfall tax of a. 5 Law 3845/2010
30/08/2010 Announcement of Share Buy Back
30/08/2010 Release of Data and Information for the period from 1.1.2010 to 30.06.2010
27/08/2010 Announcement of Share Buy Back
26/08/2010 Announcement of Share Buy Back
25/08/2010 Announcement of Share Buy Back
23/08/2010 Announcement of Share Buy Back
20/08/2010 Announcement of Share Buy Back
19/08/2010 Announcement of Share Buy Back
18/08/2010 Announcement of Share Buy Back
13/08/2010 Announcement of Share Buy Back
12/08/2010 Announcement of Share Buy Back
11/08/2010 Announcement of Share Buy Back
09/08/2010 Announcement of Share Buy Back
t
21/07/2010 Announcement of Share Buy Back
16/07/2010 Release Date of 1st Half 2010 Financial Results
16/07/2010 Announcement filing of ATLANTIC for submission to a. 99 of L. 3588
16/07/2010 DECISIONS BY A' REPEATED GENERAL MEETING
01/07/2010 ANNOUNCEMENT OF ACQUISITION OF KOLASTYNA IN POLAND
01/07/2010 DECISIONS BY ORDINARY GENERAL MEETING
01/07/2010 Announcement of Dividend Distribution
08/06/2010 Announcement of windfall tax of a. 5 Law 3845/2010
03/06/2010 Announcement of Sh
Share Buy Back
25/05/2010 Q1 2010 Financial Results
25/05/2010 Release of Data and Information for the period from 1.1.2010 to 31.03.2010
Data
06/05/2010 Correction of Release Date of Q1 2010 Financial Results
04/05/2010 Release Date of Q1 2010 Financial Resu
Results
23/04/2010 Disclosure of significant change in voting rights according to L 3556
24/03/2010 CORPORATE PRESENTATION TO ASSOCIATION OF GREEK INSTITUTIONAL INVESTORS
CORPORATE PRESENTATION
OF GREEK
22/03/2010 12M 2009 Financial Results
22/03/2010 Release of Data and Information for
the period from 1.1.2009 to 31.12.2009
1.1.2009 to
17/03/2010 Announcement of creation of garbage bag production unit
17/03/2010 Announcement of creation of garbage bag production unit
16/03/2010 2010 FINANCIAL CALENDAR
11/02/2010 Release Date for FY 2009 Financia
Financial Results
03/02/2010 Announcement of distribution agreement with the company EVYAP
03/02/2010 Announcement of distribution agreement with EVYAP

Disclosure of transactions

The disclosures of transactions that are made in the context of a.13 of Law 334 3/347/2005 of the Board of the Hellenic Capital Market Committee as well as the disclosure of significant shareholder changes (based on L. 3556) can be found at the company's IR site Governance/ Insiders/Insiders' Transactions. 3340 and a. 6 of the resolution No. http://ir.sarantis.gr 0 and resolution No. Hellenic Market Committee disclosure shareholder //ir.sarantis.gr in the section Corporate

7. WEBSITE ACCESS TO THE ANNUAL FINANCIAL REPORT

The Annual Financial Statements of the Company and Group, the Audit Report and the Board of Directors' Management Report for 2010, have been posted on the Company's website http://ir.sarantis.gr Company the Directors'

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