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Gr. Sarantis S.A.

Annual Report Apr 13, 2021

2712_10-k_2021-04-13_66b9ee5d-919a-4af9-9af0-00cdc2b757ce.pdf

Annual Report

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GR. SARANTIS S.A.

ANNUAL FINANCIAL REPORT

Of the year from 1st January to 31st December 2020

GR. SARANTIS S.A.

G.E.M.I. 255201000 26 Amarousiou-Halandriou, 15125 Marousi, Athens

CONTENTS
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1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS 4
2. BOARD OF DIRECTORS' ANNUAL MANAGEMENT REPORT 6
2.1 INTRODUCTION 6
2.2 PERFORMANCE AND FINANCIAL POSITION 6
2.3 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2020 8
2.4 MAJOR RISKS AND UNCERTAINTIES FOR 2021 11
2.5 FUTURE OUTLOOK AND PROSPECTS 13
2.6 RELATED PARTY TRANSACTIONS 13
2.7 DETAILED INFORMATION ACCORDING TO A. 4, PAR.7, L.3556/2007. 16
2.8 Information for acquired Treasury Shares according to article 50 paragraph 2 of L. 4548/2018. 18
2.9 RESEARCH AND DEVELOPMENT ACTIVITY 18
2.10 COMPANY'S BRANCHES 19
2.11 SUBSEQUENT EVENTS 19
2.12 CORPORATE GOVERNANCE STATEMENT 20
2.13 NON-FINANCIAL STATEMENT 30
2.14 ALTERNATIVE PERFORMANCE MEASURES ("APM") 44
3. INDEPENDENT AUDITOR'S REPORT 47
4. ANNUAL FINANCIAL STATEMENTS 55
4.1 STATEMENT OF FINANCIAL POSITION 55
4.2 STATEMENT OF COMPREHENSIVE INCOME 56
4.3 STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD 57
4.4 STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD 58
4.5 STATEMENT OF CASH FLOWS 59
4.6 NOTES ON THE ANNUAL FINANCIAL STATEMENTS 60
4.6.1 The Company 60
4.6.2 Group's Structure 60
4.7 BASIS FOR THE PREPARATION OF THE INTERIM CONDENSED FINANCIAL STATEMENTS 61
4.7.1 Compliance with IFRS 61
4.7.2 Basis for the preparation of the financial statements 61
4.7.3 Approval of financial statements 61
4.7.4 Covered period 61
4.7.5 Presentation of the financial statements 61
4.7.6 Significant judgments and estimations by Management 61
4.7.7 Significant Accounting Policies 65
4.8 BASIC ACCOUNTING PRINCIPLES 66
4.8.1 Consolidation 66
4.8.2 Foreign currency translation 68
4.8.3 Financial information by segment 68
4.8.4 Goodwill 68
4.8.5 Intangible assets 69
4.8.6
Tangible assets 69
4.8.7 Investments in Property 70
4.8.8 Impairment of non financial assets 70
4.8.9 Inventories 70
4.8.10 Financial instruments 70
4.8.11
4.8.12
Offsetting of financial instruments 72
Trade receivables 72
4.8.14 Share capital 72
4.8.15 Loans 73
4.8.16 Leases 73
4.8.17 Employee benefit 73
4.8.18 Recognition of income 74
4.8.19 Government grants 75
4.8.20 Contingent Liabilities and Provisions 75
4.8.21 Dividend distribution 75
4.8.22 Current and deferred taxation 75
4.8.23 Reclassification of items 75
4.9 FINANCIAL RISK MANAGEMENT 76
4.9.1 Capital Management 76
4.9.2 Financial Instruments 76
4.9.3 Definition of fair values 77
4.9.4 Foreign exchange risk 77
4.9.5 Interest Rate Risk 78
4.9.6 Credit Risk 78
4.9.7 Liquidity Risk 78
4.9.8 Raw material price risk 79
4.10 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS 80
4.10.1 Segment reporting 80
4.10.2 Investments in associates 82
4.10.3 Goodwill 82
4.10.4 Inventories 83
4.10.5 Trade and other receivables 84
4.10.6 Cash & cash equivalents 86
4.10.7 Financial Assets at Fair Value through Results 86
4.10.8 Trade and other liabilities 87
4.10.9 Provisions and other long-term liabilities 87
4.10.10
Loans 88
4.10.11
Income Tax 90
4.10.12
Deferred taxes 91
4.10.13
Employee benefits 92
4.10.14
Expenses per category 93
4.10.15
Financial Income / Expenses 95
4.10.16
Share capital 95
4.10.17
Earnings per Share 95
4.10.18
Dividends 96
4.10.19
Treasury Shares 96
4.10.20
Reserves 96
4.10.21
Table of changes in fixed assets 97
4.10.22
Number of Employees 103
4.10.23
Provisions for post-employment employee benefits 103
4.10.24
Litigation Cases 104
4.10.25
Contingent Liabilities 104
4.10.26
Contractual Obligations 104
4.10.27
Events after the Balance Sheet Date 104
4.10.28
Foreign Exchange Differences 105
4.10.29
Related party transactions 106
4.10.30
Business Units and Geographical Analysis Tables 108

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS

Statements by Members of the Board of Directors

(according to article 4 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 2020 (from 1 January 2020 to 31 December 2020), 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 S.A. as well as those of the companies included in the consolidation, considered as a whole.

Furthermore, we declare that to our knowledge, the annual management report of the Board of Directors reflects in a true manner the 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 description of the principal risks and uncertainties faced.

Marousi, April 8th 2021

The Members of the Board

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN &
CHIEF EXECUTIVE OFFICER
THE FINANCE DIRECTOR &
BOARD MEMBER
GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS
ID No. Χ 080619/03 ID No. ΑΙ 597050/2010 ID No. ΑΚ 783631/13

BOARD OF DIRECTORS' ANNUAL MANAGEMENT REPORT FOR THE YEAR 01.01.2020 – 31.12.2020

5

2. BOARD OF DIRECTORS' ANNUAL MANAGEMENT REPORT

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

on the Annual Financial Statements for the financial year from 1st January to 31st December 2020

2.1 INTRODUCTION

The present Annual Report by the Board of Directors which follows (hereinafter the "Report") refers to the financial period 01.01.2020 - 31.12.2020. This Report was prepared and is in line with the relevant stipulations of Law 3556/2007 (Government Gazette 91A/30.04.2007) and the relevant executive decisions issued by the Hellenic Capital Market Commission, as well as Decision no 8/754/14.04.2016 issued by the Board of Directors of Hellenic Capital Market Commission and provisions of Law 4548/2018.

The Report, along with the financial statements of "GR. SARANTIS S.A." (hereafter the "Company"), includes to their entirety all the other elements and statements required by the law in the annual financial report for the period 1.1.2020-31.12.2020.

The present report briefly presents the Company's financial information for financial year 2019, significant events that occurred during the year and their effects on the financial statements. The report also includes a description of the basic risks and uncertainties the Group's companies may face in the following year and finally within the report, significant transactions between the issuer and its related parties are also presented.

The report also includes non financial information – sustainability report, the Corporate Governance statement, the depiction of the most significant related party transactions of the Company and the Group, as well as additional information as required by the respective legislation.

The financial statements (company and consolidated), the audit report by the certified auditor and the management report of the Board of Directors of GR. SARANTIS S.A. are being presented on the address: https://sarantisgroup.com/investor-relations/financial-briefing/results-release/

The financial statements and the certified auditors' audit reports of Sarantis Group's companies which are being consolidated and which are not publicly traded are being presented on the following address: https://sarantisgroup.com/investor-relations/financial-briefing/subsidiaries-financial-statements/

The Consolidated and Company Financial Statements were compiled according to the International Financial Reporting Standards (I.F.R.S.), as these have been adopted by the European Union (E.U.).

This Report also refers to Alternative Performance Measurement Indicators in paragraph 2.14.

2.2 PERFORMANCE AND FINANCIAL POSITION

The Group's total turnover during FY 2020 reached €393.38 million from € 370.07 million in 2019, up by 6.30%. Throughout the year and across the Group's region growth was driven by product categories related to home care, personal hygiene and health care, underpinned by the Group's ability to address different consumption patterns and channel dynamics in each country.

• Greece, presented sales of €136.05 million in FY 2020 compared to €126.21 mil. in FY 2019, up by 7.80%.

• The foreign countries, exhibited growth of 5.52% reaching €257.33 million in FY 2020 from €243.86 million in 2019.

The Group's profitability in FY 2020 benefited by the optimization of operating costs and lower advertising and promotion expenses across our geographical region, although a part of the marketing investment, that was controlled during the first half of the year, was reactivated during the second half of the year in order to support selected strategic initiatives.

  • EBITDA* was up by 14.52% to € 62.70 mil. in FY 2020 from €54.75 mil. in FY 2019, with an EBITDA margin of 15.94% from 14.79% in FY 2019.
  • EBIT reached 50.06 mil. during FY 2020 versus € 43.84 mil. last year, increased by 14.19%, and EBIT margin stood at 12.73% from 11.85% in FY 2019.
  • EBT settled settled at €47.43 mil. in FY 2020 from €45.46 mil. in FY 2019, increased by 4.34%, with the EBT margin reaching 12.06% from 12.28% in the previous year.
  • Net Profit reached €38.73 mil. in FY 2020 from €38.01 mil. in the previous year, up by 1.89%, while Net Profit margin settled at 9.84% from 10.27% in FY 2019.

*Alternative Performance Measures as defined in paragraph 2.14 of the Group's Financial Report.

Sarantis Group exhibits a healthy financial position, supported by the improving profitability of the business and balanced capital expenditure. Despite the challenges posed by the COVID-19 pandemic, the Group, committed to its strategy, invests the cash generated by the business behind initiatives to accelerate growth, either organically or through acquisitions, and to return value to its shareholders.

As part of its plan to invest behind the active portfolio management and new product development, within 2020, the Group made its entrance in the antibacterial hand cleansing category, building on the strong brand equity of its personal care brands across its region.

Moreover, at the end of February of 2020 and following the approval from the Antimonopoly Committee, the acquisition of the Polish cosmetics brand LUKSJA was finalized, strengthening further the Group's presence in the Polish personal care market.

Following the expansion of the Group's production plant at Oinofota, Greece, which involves the expansion of the manufacturing and packaging equipment and the improvement in the production processes, the Group has finalized the absorption of the production of Indulona skin care products, allowing for a better control behind its production and cost efficiencies. Furthermore, the new investment in Polipak, the Group's garbage bags production plant, which started within 2020 is ongoing and expected to be complete by 2022. This project will lead to a more automated production process, which, combined with a new R&D and new equipment, will result in higher production capacity, increased efficiency and products improved in terms of ecological profile, durability and functionality.

Within 2020, the Group paid a dividend for FY 2019 of approximately €11.2 mil. (0.16701 euros per share).

As of the end of 2020 the Group continues to maintain a low net debt over EBITDA ratio at 0.17x, with a net debt position reaching €10.91 mil.

The Board of Directors will propose at the AGM of 2021 a dividend payment of 0.214661 euro per share, amounting to 15 mil. Euros .

In terms of the business unit analysis, Cosmetics sales were up by 4.17% yoy to €166.27 mil. in FY 2020 from €159.62 mil. in FY 2019, supported by growth in both the own brands and the distributed brands portfolio, that increased by 4.35% and 3.87% respectively. This performance reflects the continued strong demand in categories related to personal hygiene, which was partly offset by weaker demand for other categories, as well as consumption disruptions caused by lockdowns and restrictions in specific retail channels. Cosmetics participation to total Group turnover stood at 42.27%. Sales of Household Products increased by 10.02% amounting to €156.39 million from €142.15 million in the previous year, supported by the own brands subcategory, and in particular driven by products related to home care. The category's participation to total Group turnover amounted to 39.76%.

The category "Private Label" represents sales of Polipak, the Polish packaging products company, which specializes on the production of private label garbage bags. Sales of this category exhibited a 6.90% increase in FY 2020 amounting to €22.13 mil. from €20.70 mil. in FY 2019.

The category of Other Sales was up in sales by 2.06%, driven by the Health & Care category that was supported by strong demand behind health supplements and the Selective category that had a positive performance despite the consumption disruptions brought by the lockdowns and the restrictions in this channel.

As for the operating income analysis by business unit, Cosmetics EBIT settled at €8.56 million from €11.56 million in the previous year, driven by the own cosmetics subcategory that was influenced by higher promotion initiatives in this channel. The margin of Cosmetics stood at 5.15% in FY 2020.

The EBIT of Household Products posted an increase of 52.96% during FY 2020 to €22.05 million from €14.42 million in FY 2019, driven by the own brands subcategory that was up by 50.30%. The EBIT margin of the household products stood at 14.10% during FY 2020 from 10.14% in FY 2019 and their participation to total Group EBIT settled at 44.06% in FY 2020.

The EBIT of the Other Sales category was up to € 4.45 mil. from € 4.34 mil., up by 2.75%, driven by the Health & Care products subcategory.

The income from Associated Companies represents the income from the Estee Lauder JV that stood at €11.50 mil. down by 4.58% vs last year, as a result of the lockdowns and restrictions in this channel.

As far as the geographical analysis is concerned, Greek sales, amounted to €136.05 mil. in FY 2020 compared to €126.21 mil. in last year, posting an increase of 7.80%.

The foreign countries, that contributed 65.41% in the Group's turnover, exhibited growth of 5.52% reaching €257.33 mil. in FY 2020 from €243.86 million in FY 2019. On a currency neutral basis, that is without the FX devaluation effect, Foreign Countries sales were up by 8.70% in 2020.

Throughout the year and across the Group's region growth was driven by product categories related to home care, personal hygiene and health care, underpinned by the Group's ability to address different consumption patterns and channel dynamics in each country.

Furthermore, the Greek EBIT during FY 2020 increased by 6.23% to €27.21 mil., from €25.61 mil. in FY 2019.

Excluding the income from Associated companies, Greek EBIT during FY 2020 amounted to €15.71 mil. up by 15.84% compared to €13.56 mil. last year.

Greek EBIT margin, excluding income from Associated Companies, stood at 11.54% during FY 2020 from 10.74% in FY 2019.

The foreign countries EBIT was significantly up by 25.39% during FY 2020, amounting to €22.85 mil. from 18.22 mil. last year. The foreign countries EBIT margin settled at 8.88% from 7.47% in FY 2019.

It is noted that:

  • The breakdown business unit and by geographical region is presented in detail in section 4.10.30 "Business Units and Geographical Analysis Tables".

  • References to sales in Greece are made at Group level, that is, having eliminated intra-group transactions.

  • References to the EBIT of Greece, as well as to the EBIT of the other countries, relate to the operating profitability as monitored by the management in order to serve the evaluation of the performance and to make

a more efficient decision-making.

2.3 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2020

❖ Following the approval from the Antimonopoly Committee on February 28th 2020, Sarantis Group finalized the acquisition of LUKSJA, a Polish cosmetics brand specializing in the personal care products category.

It is reminded that LUKSJA is an award winning cosmetics brand boasting a 30-year history of successful presence in the Polish bath and shower market. LUKSJA holds the leading position in the branded bar soap, liquid soap, hand wash and bath foam categories.

LUKSJA products are highly recognized in the market for their high quality, unique fragrances and the constant new product development pipeline that addresses consumer needs and trends.

As part of the deal, Sarantis Group acts as a distributor for other brands of PZ Cussons currently sold in CEE, including Morning Fresh, Carex, Original Source, etc.

❖ Following the election of the new third person of the Audit Committee, Mr. Ioannis Arkoulis of Michael, who was elected by the General Extraordinary Meeting dated February 27th 2020, after having confirmed that the requirements set out by the provisions of article 44 of the L.4449/2017 are met, and the authorization of the Board of Directors by the same General Meeting to appoint the two independent non-executive members of the Board of Directors who will occupy the remaining positions of the members of the Company's Audit Committee, the Board of Directors, at its meeting on March 3rd 2020, appointed as members of the Company's

Audit Committee, the independent non-executive members, Mr. Dimitrios Efstathiou of Konstantinos and Mr. Christos Economou of Ioannis. The aforementioned members of the Audit Committee were appointed in accordance with article 44 of Law 4449/2017.

Furthermore, during the meeting of the Audit Committee on March 3rd 2020, the members of the Audit Committee decided to appoint, Mr. Ioannis Arkoulis of Michael as its Chairman.

In view of the above, the Audit Committee of the Company consists of the following:

-Dimitrios Efstathiou of Konstantinos, independent non-executive member of the Board of Directors, member of the Audit Committee,

-Christos Economou of Ioannis, Independent non-executive Board Member, member of the Audit Committee, and

-Ioannis Arkoulis of Michael, third person, Chairman of the Audit Committee.

❖ Following the General Shareholders Meeting resolution dated May 7th 2020, the company GR. SARANTIS S.A. announced the distribution of dividend payment for the fiscal year 2019 amounting to 0.1604814 euro per share.

According to the legislation in force, the dividend corresponding to the company's 2,731,600 treasury shares was applied to the dividend paid out to the other shareholders and hence the dividend was increased to 0.16701 euro per share.

The aforementioned dividend amount was subject to a 5% withholding tax and therefore shareholders received a net amount of 0.158660 euro per share.

May 11th 2020 was set as the ex-dividend date, while the entitled shareholders were those registered in the Dematerialized Securities System on May 12th 2020 (Record date).

The dividend payment took place on May 18th 2020 via EUROBANK S.A. through the authorized operators of the beneficiary shareholders registered with the D.S.S.

  • ❖ During the first half of 2020, a bond loan was granted to GR. SARANTIS S.A by EUROBANK ERGASIAS S.A. amounting to EUR 30 million, which was partially paid within 2020.
  • ❖ During the second half of 2020, a bond loan was granted to GR. SARANTIS S.A by EUROBANK ERGASIAS S.A. amounting to EUR 10 million.
  • ❖ During the second half of 2020, a bond loan was granted to POLIPAK by BNP PARIBAS amounting to EUR 4.6 million.

The Group's response to COVID-19

The exponential COVID-19 spread and its declaration by WHO as a pandemic, is an unexpected global challenge with an uncertain course.

The Group responded with flexibility and sensitivity, supported by its people, despite the continuous challenges across the Group's countries.

Sarantis Group, with an utmost sense of responsibility, closely monitors the recent developments and responds appropriately at all levels, having prepared a specific coronavirus action plan, according to the evolution of the pandemic across its geographical region.

Since the beginning of the COVID-19 outbreak, set out its key priorities:

Ensuring the protection and safety of employees, customers, partners, consumers, as well as the ongoing support of social groups in need, especially those at the forefront of the pandemic and caring for those affected.

Since the beginning of 2020, when the virus started to spread worldwide, the Group enacted a special management team and precautionary measures in line with each state's government in which it operates and in accordance with the official WHO's guidelines.

In Greece, a special coronavirus protection policy was enacted which includes remote working, suspension of both professional and personal travel, cancellation of both internal and external events, the headquarters' decontamination and special health guidance. In the other countries of its operation, the Group aligned with the precautionary measures taken by the authorities and implemented remote work and further specific protection measures.

Since then, the Group maintains safety and hygiene measures across its facilities and adapts according to the restrictive measures imposed by governments and relevant authorities in the countries of its operation, as the pandemic is still evolving.

In addition, the Group's contribution to the society was intensified during the pandemic, focusing on strengthening the health sector and supporting those in need in the Group's countries, through product and monetary donations, as well as donations in-kind to hospitals, nursing homes, NGOs and other socially vulnerable groups.

Moreover, during the quarantine period, we offered internally information on the pandemic and health & wellbeing promotion services [eg. healthy nutrition habits within the quarantine, alternative proposals of leisure entertainment like seminars, online theaters, online books, online tours, etc].

Implementing contingency and business continuity plans in order to safeguard production plants and enable the Group's supply chain to remain fully operational in order to ensure the uninterrupted business continuity and the continuous supply of high-demand products to the market.

As the needs of the consumers turned to specific product categories, the Group ensured its ability to respond to increased demand for specific product categories, such as home care and personal hygiene products as well as food supplements.

In addition, the Group entered into the production of antibacterial products, in the hand cleansing category, in order to meet the high demand for these products.

Maintenance of financial resilience and implementation of the Group's strategic plan in order to support the Group's further growth.

Amidst this extraordinary environment, and as the Group's priorities remained focused on the health & safety of its employees and the society and its uninterrupted business continuity, the Group managed to maintain a solid financial position and free cashflow generation, while executing its investment plan and creating further value to all stakeholders.

During 2020, investments realized relate to new product development, upgrading machinery equipment, expanding production capacity, while a dividend payment was done to the shareholders of the Company.

The Group's agility and ability to respond to unpredictable consumption trends, increased demand for certain product categories, and deal with unprecedent challenges posed by the COVID-19 crisis, is reflected in the Group's robust 2020 performance which is characterized by increased sales, increase in earnings and strong cashflow generation.

Specifically, the Group's turnover and net profit increased by 6.30% and 1.89%, respectively, in 2020 compared to the previous year, and the Group's cash and cash equivalents amounted to € 40.6 million.

The only activity affected during 2020 due to the pandemic is that of luxury cosmetics, as the clients of this channel were in lockdowns frequently throughout the year. As a result, operating profit from luxury cosmetics settled at €2.71 million during FY 2020 from € 3.02 million in 2019, down by 10.37%. Nevertheless, the Group's operating profits increased by 14.19%, as the increase of other activities more than offset the decline in the luxury cosmetics business.

Regarding the receivables from the luxury cosmetics customers, and although the extension of the check repayment to 75 days was used, until today there is a normal flow of collection.

While the outlook for the global economy in 2021 remains uncertain and the vaccination process is in process, the management is encouraged by the Group's resilient performance and sets out the plans for the future behind its strategic priorities. More specifically, the management will continue to pursue its long-term goals in order to bring further top line growth, further improvement on profit margins and cashflow generation, supporting this way the business and returning value to its shareholders.

2.4 MAJOR RISKS AND UNCERTAINTIES FOR 2021.

The Group is exposed to financial and other risks, including the unforeseen changes in interest rates, credit risks and liquidity 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.

2.4.1 Foreign exchange risk

The Group operates in an environment characterized by relatively high foreign exchange risk given that almost 65% of the Group's total turnover comes from Eastern European countries where the volatility of foreign exchange rates is likely to be high. The management of the Group is constantly examining the currencies' fluctuations, but at the moment it has not taken any measures against the foreign exchange risk due to the lack of appropriate hedging tools.

2.4.2 Interest rate risk

The interest rate risk emerges from the relation between the cost of debt and the subsequent effect of any interest rate changes on the earnings and cash flows. The Group's objective is to achieve an optimal balance between borrowing cost and the potential effect of any interest rate 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 policy of the Group to continuously review interest rate trends along with its 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-term borrowing arrangements, is generally determined as the interbank offering rate at the borrowing date plus a pre-set margin. The mix of fixed-rate debt and variable-rate debt is managed within Group policy guidelines.

2.4.3 Credit risk

Credit risk is the risk that a counterparty will cause the Group and the Company to suffer a financial loss because of the obligation to settle the liabilities. The maximum credit risk to which the Group and the Company are exposed at the date of the preparation of the financial statements is the book value of their financial assets.

Financial assets classified as at fair value through profit or loss are viewed not to expose the Group and the Company to material credit risk.

The greater part of the risk is found in the event that the debtor - customer of the Group may default on contractual obligations resulting in material loss to the Group. The Group's receivables come from wholesale, while a large part of its receivables come from large customers. The financial position of the customers is continuously monitored by the Group companies, which both control the amount of credit provisions and the credit limits of the accounts and, on the other hand, try to effectively manage the receivables before they become overdue but also when they become overdue or doubtful. Where necessary, additional collateral is required with guarantees.

In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk characteristics, the maturity of their receivables and any previous problematic receivables that they have demonstrated, taking into account future factors as well as the economic environment.

The Group and the Company apply the simplified approach of IFRS 9 for the calculation of expected credit losses and recognize impairment losses for expected credit losses for all financial assets other than those measured at fair value through profit or loss.

During the year and despite the COVID-19 pandemic, the flow of receivables from clients is normal, as the Group's main distribution network is the mass market channel, which remained in full and even increased operation due to increased consumer needs. In addition, the health care network was fully operational, which means that more than 90% of the Group's sales remain unaffected by operating suspensions.

Specifically, regarding customers who have used the 75-day check repayment extension, the Company still receives all receivables. These customers relate to the luxury cosmetics network in Greece, which is periodically suspended, while the sales of this network represent less than 10% of the total sales of the Group.

2.4.4 Liquidity risk

The liquidity risk refers to a case when the Group is not in position to fulfill its obligations with regard to money payments. 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

funding as well as the short-term and long-term funding with respect to total debt and the composition of total debt, and it manages the risk that could arise from the lack of sufficient liquidity and secures that necessary borrowing facilities are maintained. The Group has sufficient credit line facilities that could be utilized to fund any potential shortfall in cash resources.

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 price volatility in the basic raw materials it uses for products that manufactures in its own production facilities.

  • The basic raw materials used by the Group for the Perfume, Cosmetics and Face Care products are perfumes, oils and chemicals.

The prices of raw materials in perfumes, cosmetics and facials do not fluctuate significantly, and any differences are eliminated by gradually transferring volumes from one supplier to another when necessary, maintaining active alternative suppliers and creating security stocks.

  • The basic raw materials used by the Group for the categories of household products (food packaging products and plastic waste bags) are aluminum (in jumbo rolls), plastic (PVC / LDPE Clingfilm in Jumbo rolls) and polyethylene (HDPE, LDPE, LLDPE).

Regarding the effect of fluctuations in the prices of aluminum and plastic, the Group proceeds to the closing of price at short intervals, and in addition creates a security stock when it deems it necessary.

2.4.6 Compliance Risk

The incomplete compliance with the legal regulatory framework that governs the Group could lead to penalties and other fines, so by this way it will negatively affect the financial position and, as a result its reputation.

Regulatory compliance issues that are recognized by the management are as follows:

    1. Issues related to commercial legislation
    1. Taxation and labor issues
    1. Issues related to the Capital Market Committee and the Stock Exchange
    1. Issues related to the protection of personal data
  • Issues covered by the Code of Ethics (fraud, bribery, child labor, work safety and work practices, issues relating to free competition, etc.)

  • Issues relating to the protection of the environment and the operation of the production facilities.

  • Issues relating to product safety and certification (e.g. EFET) where provided, as well as to the protection of consumers.

The relevant body that is responsible for assessing the risks is the Execution Committee. Each group of risks shall be examined separately. The likelihood of occurrence, the potential effect and the level of the organization's abundance are estimated, and then the optimum actions are being proposed. Subsequently the Group assigns the personnel responsible for the management who implement the agreed actions and inform the administration about the results of these actions.

2.4.7 Pandemic Crisis of COVID

The COVID-19 pandemic has led to an unprecedented crisis in global health and the economy. The Group responded immediately at all levels, through a specific coronavirus action plan, in accordance with the evolution of the pandemic across its geographical region.

Since the beginning of the COVID-19 outbreak, the Group had set out its key priorities concerning the health & safety of its employees and the society, the uninterrupted business continuity and the continuous supply of highdemand products to the market.

Since the beginning of 2020, when the virus started to spread worldwide, the Group enacted a special management team and precautionary measures in line with each state's government in which it operates and in accordance with the official WHO's guidelines.

In addition, the Group's contribution to the society was intensified during the pandemic, focusing on strengthening the health sector and supporting those in need in the Group's countries

The Group implemented contingency and business continuity plans in order to safeguard production plants and enable the Group's supply chain to remain fully operational in order to ensure the uninterrupted business continuity and the continuous supply of high-demand products to the market.

While the outlook for the global economy in 2021 remains uncertain and the vaccination process is in process, the management is encouraged by the Group's resilient performance in 2020, its strong financial position and cashflow generation.

Furthermore, the Group's basic distribution channel is the mass retail market has remained in full operation throughout this period.

The Group's strong capital base, low net debt and strong cash flows, provide safety and the support necessary to mitigate any potential negative impact, enabling it to continue as a going concern.

2.5 FUTURE OUTLOOK AND PROSPECTS

While the outlook for the global economy in 2021 remains uncertain and the vaccination process is in progress, the management remains confident due to the Group's 2020 resilient performance, its strong financial position and cashflow generation, that provide safety and the support necessary to mitigate any potential negative impact.

Within this context, the management will continue to pursue its long-term goals in order to bring further top line growth, further improvement on profit margins and cashflow generation, supporting this way the business and returning value to its shareholders. The Group's strategy remains unchanged with the focus being, as always, on organic and acquisitive growth, further market development and penetration, cost efficiencies, economies of scale, benefits from synergies and operating leverage.

Throughout this period, and until a gradual return to normality is achieved, the management's priorities will continue to concern the health and safety of the Group's employees and the society, the uninterrupted business continuity and continuous supply of high-demand products to the market, and the maintenance of a strong financial position.

The management remains confident in the Group's abilities to overcome the challenges and, having as a main priority to ensure our business continuity and the safety of our employees and the society, will follow consistently the Group's strategic expansion plan.

2.6 RELATED PARTY TRANSACTIONS

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

Subsidiaries Company

Trade receivables 31.12.2020 31.12.2019
Sarantis Belgrade D.O.O 88,281 79,500
Sarantis Banja Luca DOO 197 23,800
Sarantis Skopje D.O.O 245 0
Sarantis Bulgaria LTD 153,617 163,656
Sarantis Romania S.A. 582,200 392,248
Sarantis Polska S.A. 723,296 1,092,462
Sarantis Czech Republic sro 1,422,939 1,049,344
Polipak SP.Z.O.O. 47,530 38,692
Sarantis Hungary Kft. 303,954 182,992
Sarantis Portugal LDA 1,119,722 1,229,076
Sarantis Slovakia S.R.O 320,150 164,378
Elode France SARL 27,734 22,826
Ergopack LLC 1,108,875 266,428
Total 5,898,740 4,705,401
Receivables from loans 31.12.2020 31.12.2019
Ergopack LLC 0 7,131,128
Total 0 7,131,128
Grand Total Receivables 5,898,740 11,836,529
Trade Liabilities 31.12.2020 31.12.2019
Sarantis Belgrade D.O.O 1,067,589 993,074
Sarantis Banja Luca DOO 5,648 0
Sarantis Skopje D.O.O 301,140 996,596
Sarantis Romania S.A. 10,687 0
Sarantis Polska S.A. 629,875 388,312
Polipak SP.Z.O.O. 321,052 477,778
Sarantis Hungary Kft. 10,626 0
Sarantis France SARL 48,960 53,868
Ergopack LLC 470 0
Total 2,396,047 2,909,627
Liabilities from loans 31.12.2020 31.12.2019
Sarantis Bulgaria LTD 7,501,237 7,514,695
Sarantis Romania S.A. 15,002,474 15,029,391
Sarantis Polska S.A. 7,501,237 7,514,695
Waldeck LTD 558,255 538,347
Total 30,563,203 30,597,128
Grand Total Liabilities 32,959,250 33,506,756

Income

Income from sale of merchandise 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 2,474,368 2,493,528
Sarantis Skopje D.O.O 681,104 671,669
Sarantis Bulgaria LTD 2,051,024 1,939,111
Sarantis Romania S.A. 6,377,369 5,464,271
Sarantis Polska S.A. 6,766,827 6,641,399
Sarantis Czech Republic sro 4,793,629 3,995,340
Sarantis Hungary Kft. 1,058,339 939,052
Sarantis Portugal LDA 1,041,381 1,062,023
Sarantis Slovakia S.R.O 1,121,558 308,520
Ergopack LLC 1,478,184 221,134
Total 27,843,780 23,736,046
Income – Interest 01.01 - 31.12.2020 01.01 - 31.12.2019
Ergopack LLC 53,849 264,015
Total 53,849 264,015
Other Income 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 202,308 186,596
Sarantis Banja Luca DOO 4,695 27,959
Sarantis Skopje D.O.O 20,350 19,954
Sarantis Bulgaria LTD 27,669 26,839
Sarantis Romania S.A. 79,059 79,379
Sarantis Polska S.A. 421,105 178,141
Sarantis Czech Republic sro 123,851 99,790
Polipak SP.Z.O.O. 34,435 66,092
Sarantis Hungary Kft. 92,700 72,011
Sarantis Portugal LDA 78,297 86,580
Sarantis Slovakia S.R.O 39,454 22,889
Ergopack LLC 309,685 45,294
Total 1,433,608 911,524
Grand Total Income 29,331,237 24,911,586

Expenses and Purchases

Expenses and Purchases
Purchases of Merchandise - Services 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 35,041 5
3
Sarantis Banja Luca DOO 5,648 0
Sarantis Bulgaria LTD 0 3,714
Sarantis Romania S.A. 27,525 23,129
Sarantis Polska S.A. 2,222,215 1,210,162
Sarantis Czech Republic sro 6,579 0
Polipak SP.Z.O.O. 3,457,936 3,252,666
Sarantis Hungary Kft. 11,177 8
2
Sarantis Portugal LDA 0 127
Ergopack LLC 2,541 0
Total 5,768,661 4,489,933

Expenses – Interest 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Bulgaria LTD 180,452 38,672
Sarantis Romania S.A. 360,904 77,344
Sarantis Polska S.A. 180,452 38,672
Waldeck LTD 22,120 22,060
Total 743,929 176,747
Grand Total Expenses 6,512,590 4,666,680
Table of Disclosures of Related Parties
Group Company
a) Income 0 29,331,237
b) Expenses 0 6,512,590
c) Receivables 0 5,898,740
d) Liabilities 0 32,959,250
e) Transactions and remuneration of senior executives and management 839,167 712,437
f) Receivables from senior executives and management 84,778 84,778
g) Liabilities towards senior executives and management 0 0
h) Receivables from affiliates 213 213
j) Liabilities το affiliates 0 0

2.7 DETAILED INFORMATION ACCORDING TO A. 4, PAR.7, L.3556/2007.

2.7.1 Structure of the Company's share capital

The company's share capital amounts to 54,504,437.52 euro, divided into 69,877,484, common registered shares with voting right, and with a nominal value of 0.78 euro per share.

All the shares are registered and listed for trading in the Securities Market of the Athens Exchange.

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 more specifically:

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

A percentage of 35% of the net earnings following deduction only of the statutory reserve is distributed from the 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 share is paid to its holder within two (2) months from the date on which the Ordinary General Meeting approved the Annual Financial Statements. The payment date and the payment method are released through the Press. The right to receive payment of the dividend is subject to a time limitation and the respective unclaimed amount goes to the State upon the lapse of 5 years from the end of the year during which the General Meeting approved the distribution of the said dividend.

• 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,

• The pre-emptive right at every share capital increase of the Company via cash payment or the issuance of new shares.

• 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 General Meeting which consists of the following specific rights: legitimacy, 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.

• 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.

2.7.2 Limits on transfers of Company's 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.

Pursuant to article 4 of Law 3016/2002, as in force, the independent non-executive members of the Board of Directors of the Company may not, among other things, hold shares exceeding 0.5% of the paid-up share capital.

In accordance with Article 19 of Regulation (EC) No 596/2014 of the European Parliament and of the Council (as well as Commission Regulation 2016/522 and Commission Executive Regulation 2016/523), the executives and the closely related people with these persons, are required to disclose transactions that are directly or indirectly incurred on their behalf and relate to the Company's shares or debt securities or derivatives or other financial instruments that are linked to them after the completion of a sum amounting to € euro 5,000 (gross basis) each year.

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

  • ❖ Until 31/12/2020 the following announcement was made with regards to significant direct or indirect holdings according to the definition of 3556/2007:
    • Following a notification received by FMR LLC on January 6th 2020, GR. SARANTIS S.A. informed the investors' community that, with effect from January 1st 2020 the name of Fidelity Management & Research Company, that is controlled by FMR LLC, was changed to Fidelity Management & Research Company LLC.

It is noted that the companies FMR Co., Inc, FIMM, and SelectCo, that are controlled by FMR LLC, have also merged into Fidelity Management & Research Company LLC.

As of January 1st 2020 the total percentage FMR LLC indirectly holds, through controlled undertakings, on the Company's voting rights remains over 10% and in particular equal to 10.59% (or 7,397,600 voting rights).

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 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 emanating from its shares, apart from those mentioned in paragraph 2.7.3.

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

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 2190/1920 and since 1/1/2019 in Law 4548/2018.

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

According to the provisions of article 24§1b & 1c of Law 4548/2018, the Company's Board of Directors has the right, following a relevant decision by the General Shareholder's Meeting 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 more than the share capital amount paid up on the date when the Board 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 instance of renewal.

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

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

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.

2.8 Information for acquired Treasury Shares according to article 50 paragraph 2 of L. 4548/2018.

During the year 2020, the Company proceeded to the purchase of 94,395 treasury shares at an average purchase price of 8.49 euro per share, paying 801,481 euro.

Including the 2,731,600 treasury shares already bought by the company during previous years, then as of 31/12/2020, the Company holds in total 2,825,995 treasury shares with nominal value of EUR 0.78 per share and an average purchase price of 4.72 euro per share, having paid a total of 13,330,393 euro.

The treasury shares that the Company holds correspond to 4.04% of its share capital.

2.9 RESEARCH AND DEVELOPMENT ACTIVITY

Innovation and quality drives constantly our vision to offer loved and trusted brands that match our consumers' needs. The Group has achieved to develop in this scale due to its given emphasis on know-how, specialization and high quality, without compromise. Our continuous research aims to improve and create new products that ensure our high quality, as product development plays a crucial part at our business model.

We continuously work on a wide portfolio of projects, combined with the search of new technologies that have a responsible perspective against the environment and the society, in our focus to create new innovative products that are completely safe for health. Our R&D laboratory consists of high qualified scientists of all specialties, cosmetologists, chemists, chemical engineers and mechanical engineers, who ensure that the latest scientific knowledge and trends are embedded in the development of innovative and safe products that always represent an environmental-friendly approach in product-development. Our research teams aim to bring together the best ideas within the framework of collaboration with top universities and specialist companies, while they attend International congresses & exhibitions in order to be updated.

We explore the potential of circular innovation, both in ingredients and packaging and we have started to develop our capabilities by starting pilot programs for brands and materials for future launches. Combined with constant quality controls in all product development phases, from the collection of raw materials to their final appearance at the points of sale, our products respond in the best way to the most demanding quality criteria, but also to all modern consumers' needs.

The Group has developed a Regulatory Compliance System that includes: Codes, Policies, Regulations, Procedures, Labour Directives, Organization Charts, Job Descriptions, Forms and Audit Mechanisms. Each subsidiary is obliged to make use of the regulatory tools relating to the Group, while it is obliged to develop regulatory tools based on the instructions of the Business Controller manager. The Regulatory Compliance System is complemented by the Integrated Management System. The Integrated Management System has been designed and installed in order to meet the customer requirements and expectations in terms of quality and to fully comply with the applicable Statutory and Regulatory Requirements. Specifically, the applied Integrated Management System meets the requirements of the International Standards ISO 9001, FSSC 22000, ISO 13485, ISO 22716 & ISO 50001.

The Group's certifications are presented in paragraph 2.13.

2.10 COMPANY'S BRANCHES

The Company has the following branches:

  • 1 67 MESOGEION TZAVELLA, 15231 HALANDRI
  • 2 NATIONAL ROAD ATHENS-LAMIA POSITION LYSIA-TEMPELI 32011, Oinofyta
  • 3 TZUMBA POSITION 0 19011 AVLONA
  • 4 IROON POLYTECHNIOU 19, 15231 CHALANDRI
  • 5 LAND PLOT 51 B10 GROUND FLOOR 0 57001 THERMI

2.11 SUBSEQUENT EVENTS

  • ❖ The Company's Extraordinary General Shareholders' Meeting that took place on February 24th 2021, decided the following
    • the amendment of par.1 of article 21 of the Company's articles of association, in order to enable the electronic notification, for instance through an email or equivalent means, of the appointment, revocation or replacement of a shareholder's proxy or representative.
    • the amendment of article 25 of the Company's articles of association, adding a third paragraph regarding the possibility for remuneration to members of the board of directors and company's executives, linked to the fiscal year's profits.
    • the free offer of the Company's own shares to the Company's personnel, according to the provisions of article 114 of L.4548/2018, for reward, attraction and maintenance purposes of competent executives from the market (e.g sign-on bonus, target bonus etc). This is considered as a voluntary benefit that is paid at the Company's discretion reserving its right to revoke, amend or abolish it at any time, while the exercise of the revocation right of the Company does not affect any vested rights. The aforementioned benefit is aligned with the program of free shares offer included in the amended Remuneration Policy that is approved by the General Meeting and applies to members of the board.
    • the amendment of the Company's Remuneration Policy, in accordance with article 110 of Law 4548/2018. The revised Remuneration Policy can be found in the Company's website: https://ir.sarantis.gr/en/general-meetings/of-sarantis-group
    • the amendment of the Company's current stock option plan with the addition of seven (7) additional series, in particular series 60th to 66th, with expiration dates every six months starting from June 15th 2022 until June 15th 2025. It is noted that the duration of the program expires on the June 30th 2025. Upon exercise, the stock purchase price, is proposed at 2.00 € (two euros) or the equivalent value that will result from a revaluation of the share's value, in the time period following the day that the Board of Directors will offer by its decision the relevant rights, due to cut of embedded rights (e.g. dividend distribution, capital increase, share split etc). If at the time of the exercise the nominal value of the share exceeds the amount of 2,00 € (two euros), then the nominal value of the share is defined as the stock purchase price.

2.12 CORPORATE GOVERNANCE STATEMENT

The Corporate Governance Statement summarizes the framework of principles, rules and practices applied by the company to ensure best governance for the benefit of the entity itself, its shareholders, its employees and all of its stakeholders.

The issues addressed in this Statement are:

  • Corporate Governance Code
  • General Assembly of Shareholders
  • Board of Directors and Committees
  • Diversity Policy for managerial, administrative and supervisory bodies
  • Internal Control System and Risk Management
  • Information provided by the article 10, paragraph 1 of directive 2004/25/CMC

1. Corporate Governance Code:

The period 1/1-31/12/2020 is the last one during which the Corporate Governance Code of Gr. Sarantis S.A. is used. In view of the company's obligation to comply with the new legislative and regulatory framework on corporate governance, the company's Board of Directors chose to adopt the Greek Corporate Governance Code of the Greek Corporate Governance Council, for the implementation of which a relevant compliance process is underway. Τhe companies Grant Thornton & Potamitis Vekris have been selected as consultants for the listed company's compliance with the new corporate governance framework.

For the current corporate year, Gr. Sarantis SA, which is in the process of complying with the new legal framework on corporate governance, has applied corporate governance rules and practices which are summarized in the Company's Corporate Governance Code, including as far as possible new legislative framework.

The Corporate Governance Code of Gr. Sarantis SA is at any interested party's disposal in the corporate website: https://sarantisgroup.com/investor-relations/corporate-governance/corporate-governance/.

The Code is in the process of being updated with a view to integrating issues related to the Remuneration Committee and the Remuneration Policy.

2. The General Assembly of Shareholders:

Operation Items of the General Assembly

The General Assembly (GA) is the supreme body of the Company. It is entitled to decide upon any subject, whereas its decision constitutes commitment even for the absent or opposing shareholders. The General Assembly is chaired by the Chairman of the Board of Directors (BoD) who based on defined procedure provides for the election of the ordinary President of the GA. The GA is obliged to take decisions for all subjects of the agenda, whereas it is the only appropriate body to decide on the following:

a) for the amendments of the articles of association including capital changes,

b) for the election of the BoD directors, the auditors and the determination of their fees. Based on the article 10 of the articles of association, the election of the directors of the first BoD is excluded from the rule, whereas based on the article 12 of the articles of association, the election of BoD advisors for substituting vacancies that were due to death, resignation or deposition, is also excluded,

c) for the approval of the financial statements,

  • d) for the allocation of the annual earnings,
  • e) for the issuance of convertible bond,

f) for the cases of merger, split, transformation, renewal, extension or termination of the company, and

g) for the appointment of liquidators.

The Company has adjusted the provisions of its Articles of Association which are subject to the provisions of Law 4548/2018, such as the aforementioned decisions requiring an increased quorum (2/3) and a majority (2/3 of those present). Modification of other provisions by simple quorum (1/5) and majority (½ +1 of those present) is also provided.

Communication with the Shareholders and the potential Shareholders

The Company operates a website which presents subjects and information for the shareholders, in both the Greek and the English language.

The shareholders have at their disposal the contact details of both the Chairman of the Company, and the manager of investor relations and shareholders department, in case there is a need for immediate communication.

In cases of institutional shareholders wishing to acquaint with the Group, they may contact the manager of investor relations and shareholders department who will handle the arrangement of a relevant presentation meeting.

With regard to the operating procedure of the General Assembly, the Company is governed by the clauses of the national legislation and posts all the required, by law, information at its website in both the Greek and the English language for the facilitation of shareholders.

Conditions for Participation of Shareholders in the General Assembly

Law 4548/2018 in Article 124 and Law 4569/2018 in Article 14 set the conditions for the participation of shareholders in the General Meeting.

Specifically:

  • Any natural or legal person has the right to participate on the fifth day (date of registration) before the General Meeting.

  • For the cases of repeated General Meetings or Meetings after postponement, the deadlines of article 124 of Law 4548/2018 apply.

  • Shareholder status is evidenced by information obtained from the Central Depository, as well as by any legal means.

  • There is no requirement for the shareholders to block their shares in order to participate in the General Meetings.

Shareholders' Rights

Law 4548/2018 in article 123 defines the rights of shareholders regarding the General Meeting and in particular the information that the company is obliged to provide to its shareholders. Specifically, the company is obliged to post on its website, from the publication of the invitation and until its convocation, the information provided in article 121 of Law 4548/2018 regarding:

  • the procedure for the exercise of the right to vote through a representative,

  • information on the exercise of minority rights under paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018,

  • availability of representation forms and also of representation revoking forms,

  • draft decisions on the items on the agenda,

  • the total number of shares and voting rights at the date of the invitation,

  • the alternative way of providing representation forms and also representation revoking forms, free of charge, in cases of inability to obtain them online.

For cases of participation through a representative, article 128 of Law 4548/2018 applies. The appointment, revoking and replacement of a representative shall be submitted in writing to the Company at least 48 hours prior to the General Meeting. In case of non-compliance, the non-compliant shareholder may participate in the General Meeting, unless the General Meeting refuses the participation for a significant reason. The representative shall vote in accordance with the instructions of the shareholder, if any. Non-compliance of the representative with the instructions received does not affect the validity of the decisions of the General Assembly. The representative is obliged to disclose to the Company, prior to the beginning of the General Meeting, any case of serving interests other than those of the represented shareholder.

The rights of minority shareholders and the manner in which they are exercised are defined in Articles 141, 142 and 144 of Law 4548/2018.

3. Board of Directors and Committees:

(a) The Company is governed by the Board of Directors (BoD), which is elected from the General Assembly, in the context of the Company's Articles of Association and the national legislation, is comprised of 3 (three) up to 11 (eleven) directors and has a six-year term (according to the provisions of articles 77 and 85 of Law 4548/2018).

In particular, the current Board of Directors consists of 9 (nine) members. Five (5) members of the Board of Directors are executive members, whereas three (3) of the non-executive members are also independent.

The tenure of the Board of Directors for the year 1/1 / -31 / 12/2019 is from 03/05/2017 to 30/06/2022 or until the date of convocation of the Ordinary General Meeting of the year 2022.

The members of the Board of Directors are the following:

Chairman: Grigorios Sarantis of Pantazis, (executive member)

Vice Chairman and Chief Executive Officer: Kyriakos Sarantis of Pantazis, (executive member)

Executive Directors: Konstantinos Rozakeas of Petros, Deputy CEO and CFO, Konstantinos Stamatiou of Fokion, Legal Advisor

Non Executive Directors: Aikaterini Sarantis of Pantazis, Antonios Agiostratitis of Miltiadis,

Independent Non Executive Directors: Dimitrios Efstathiou of Konstantinos, Christos Oikonomou of Ioannis and Nikolaos Nomikos of Periklis.

The curriculum vitae of each of the directors of the Company's BOD are posted in the corporate website https://sarantisgroup.com/the-group/leadership/board-of-directors/.

The issues of the Board of Directors and its Committees, which are related to the compliance with the new legal framework on corporate governance have been included in the process of adaptation of the company which is currently in progress.

The members of the BoD are elected – appointed from the General Assembly with simple quorum (1/5) and majority (½ + 1 of the attendants).

In case of resignation, casualty or loss in any manner of the status of member or members of the Board of Directors, the remaining members can decide to continue the administration and representation of the Company without the replacement of the vacancies, under the condition that the number of the remaining members exceeds the ½ of the number of members they were in effect prior to the occurrence of the above events. In any case, the remaining members are not allowed to account for less than three (3).

The BoD convenes regularly depending on the needs of the Company and the subjects for arrangement, and at least once per month. The Legal Advisor of the Company, who is also executive director of the BoD, keeps the minutes of the meetings. It is noted that in the financial year 2020, the attendances of the executive and non executive directors amounted, as a percentage, to around 100% and of the independent non executive directors to the neighborhood of 22% of the total meetings.

The Board of Directors possesses the authorities, responsibilities and duties provided by the Law, the General Assembly and the Company's Articles of Association. In the above mentioned context, the Board of Directors is

the Body which exercises control over the Company. The duties of the Board of Directors include the decision making process and the responsibility for exercising effective control over the Company's entire scope of activities.

The major responsibilities of the Board of Directors based on the Articles of Association and the Company's Internal Regulation of Operation are the following:

  • The definition of the business strategy, the planning of the broader corporate practices, the formulation of corporate culture.
  • The application of the general corporate policy and the communication of the approved business targets to the lower-ranking employees.
  • The evaluation of recommendations and proposals of the Directors of Divisions.
  • The approval of the business action plan and the annual budget.
  • The monitoring and evaluation of the effectiveness and implementation of the business action plan.
  • The management of the Company's assets and the Company's representation. The control and approval of large capital expenditures concerning investment plans under implementation.
  • The definition of the risk management policy and the formulation of action plans.
  • The existence of sufficient and effective Internal Control System.
  • The integration of the principles of Corporate Governance into business practices and the supervision of the Internal Regulation of Operation, the Corporate Governance Code and the Code of Conduct.
  • The monitoring and arrangement of any conflict of interest issues between the directorial officials, the members of the Board of Directors and the shareholders, including cases of asset mismanagement and transactions with affiliated parties.
  • The compliance of the Company's activities with the legislation in effect and the corporate practices.
  • The audit of validity and completeness of the released financial statements, including the Chartered Auditor Accountant report. The compilation of the financial reports which include, among other notes, the Company's transactions with its affiliated companies.
  • The subjects concerning any kind of fees paid to the Company's directorial officials and the Company's broader remuneration policy.

In the context of the above authorities and duties it possesses, the Board of Directors acts collectively and its relevant decisions are approved by all directors independently of their status as executive, non executive or independent directors.

The members of the BoD possess the right to request from the Management via the Chief Executive Officer any information they deem appropriate in the execution of their duties.

The executive directors are responsible with the daily subjects of the Company's management and the supervision of the execution of the BoD decisions.

The non executive directors deal with the supervision of subjects which they have been assigned for, following decision of the BoD.

The independent non executive directors formulate estimations with regard to the effectiveness and capacity of the managerial efforts, whereas they can submit, either individually or jointly, to the General Meeting, reports and notes different from the ones of the BoD in case they deem it necessary.

The independent directors are, also, appointed from the General Assembly of Shareholders. The BoD examines the suitability of a candidate independent director prior to his / her placement for election in front of the General Assembly. Specifically, independent are the directors who have no business, or commercial, relation with the Company, relation that could affect their independence. More particularly, it is not considered as independent the director who: (i) Possesses, or possessed within the previous the year, a material business relation with the Company or with affiliated company, acting as an important customer or supplier, or as partner, shareholder, BoD director, or high-ranking official of a legal entity which is related in such nature with the Company or with affiliated party, (ii) Is Chairman or General Director or executive director of the BoD of an affiliated company, or retains a dependent, or rendered against payment, employment relation with the Company or with affiliated company, (iii) Has been appointed according to article 79, L. 4548/2018 in the Company or affiliated company, (iv) Possesses up to second degree family relation or marital relation with executive director of the BoD, high-ranking official, advisor, or major shareholder of the company or affiliated company, (v) Controls, directly or indirectly through affiliated companies, over 10% of the Company's voting rights, or represents major shareholder of the Company or affiliated company.

(b) Committees

Executive Management Committee (see Corporate Governance Code chapter 4, paragraph 4.1). The Executive Management Committee is chaired by the Chief Executive Officer and has as members the directors of the Company's core operations team and on case by case basis the pertinent directors of the Business Units. The Executive Management Committee constitutes collective body of the Company's management with explicitly executive responsibilities and supervision role over current operating and administrative issues. It is the appropriate committee for the business risk management.

Audit Committee (see Corporate Governance Code, chapter 3, paragraph 3.1).

The Audit Committee of Gr. Sarantis S.A. is a committee of the Board of Directors and is consisted of three independent non-executive members.

By decision of the General Meeting of 27.02.2020, and following the resignation of Mr. Nomikos Nikolaos, Mr. Arkoulis Ioannis, Certified Public Accountant was elected as a member of the Audit Committee. On 03.03.2020 the Audit Committee met and its members unanimously decided the appointment of Mr. Arkoulis Ioannis of Michael, as its Chairman. Following this, the Audit Committee includes: Mr. Ioannis Arkoulis of Michael as a president, Mr. Efstathiou Dimitrios of Konstantinos and Mr. Christos Oikonomou of Ioannis as members.

Mr. Nikolaos Nomikos of Pericles, former chairman of the Audit Committee, remains on the Board of Directors of Gr. Sarantis SA as an independent member, while participating as a member of the Remuneration Committee.

The members of the Audit Committee have sufficient knowledge of the FMCGs segment in which the Company operates. One member of the Audit Committee has sufficient knowledge in auditing and accounting. The Chairman of the Audit Committee is appointed by its members and is independent (in accordance with the provisions of Law 3016/2012).

Given the fact that the Audit Committee is consisted of members of the Board of Directors (excl. Mr. Arkoulis), its tenure is related with the tenure of the Board of Directors. The suspension, revocation or replacement of a member of the Audit Committee is conducted in accordance with the provisions of the relevant legislation, the Articles of Association and the Internal Regulation of Operation of Sarantis SA.

The responsibilities of the Committee are described in detail in its Regulation of Operation and it is summarized as follows:

The Audit Committee assists the Board of Directors in fulfilling its supervision responsibility undertaken on behalf of the shareholders.

Supervision responsibility includes among others the supervision of the financial information process, the confirmation of the financial statements' integrity, the supervision of the internal control system, the supervision of the internal audit operation, the supervision of the annual audit of the financial statements by the certified auditors, the compliance with the legal and regulatory framework of the Group and the ethical regulatory framework established by the Management, including of the Group's Code of Ethics.

The Committee also supervises issues relating to the qualifications, independence and appointment of independent auditors.

The Committee and the Deputy Chief Executive Officer, as supervisory bodies of the Internal Audit Department, assess its performance, as well as approve the division's responsibilities and budget. They also approve the regulation of operation of the internal audit department.

The meetings of the Audit Committee within the past year completed with quorum, whereas the subjects of the agenda are the following:

Date Subjects of the Daily Agenda
17/1/2020 Internal Audit and Data Protection Officer briefing on the progress of audit work in Q4
2019 and on quarterly data protection issues.
3/3/2020 Appointment - election of the Chairman of the Audit Committee.
4/3/2020 The Certified Auditors informed the Chairman and the Members of the Audit Committee
about the risk assessment methodology, the determination of their materiality. The most
important areas of control were then referred to, explanations were provided on the total
amount of uncorrected disputes, which were deemed insignificant in their entirety,
clarifications were given by the Auditors regarding the procedures followed regarding the
evaluation of the internal protection system of the Company and the Group.
27/3/2020 The Deputy Chief Executive Officer and Chief Financial Officer of the Group, informed the
Chairman of the Audit Committee, the Certified Auditors and the Head of Internal Audit of
the Group about the effects of the pandemic on the company's and the Group's activities.
1/4/2020 The Certified Auditors informed the Audit Committee and the internal audit officer about
the important issues that emerged during the regular audit process, as well as about the
significant risk areas identified during the audit work. In addition, the Auditors submitted
to the Audit Committee their supplementary report to the Audit Committee and an
extensive briefing was provided on the issues included in the report.
24/4/2020 Briefing from the Head of Internal Audit and Data Protection Officer on the progress of the
audit work during the first quarter of 2020 as well as on the issues related to data
protection of the quarter.
20/5/2020 Informing the Audit Committee by the Head of Internal Audit and Data Protection Officer
regarding the work program of the department for approval.
17/6/2020 Information of the Audit Committee by the Auditors on the audit approach and
methodology for the audit of the fiscal year 2020 as well as on the proposed schedule and
audit plan.
23/7/2020 Internal Audit and Data Protection Officer briefing on audit progress in Q2 2020 and on
quarterly data protection issues.
28/7/2020 The head of the internal audit department informed in detail the Deputy Chief Executive
Officer and head of financial affairs of the Group, the Legal Adviser, the Chairman and the
Members of the Audit Committee, for the compliance requirements arising from the new
law 4706/20 regarding corporate governance.
6/8/2020 Informing the Audit Committee by the Auditors on the progress of the review work of the
interim financial information of the First Half of 2020.
31/8/2020 Informing the Audit Committee by the Auditors on the results of the review work of the
interim financial information of the First Half of 2020.
2/9/2020 Decision on the adoption of the Greek Code of Corporate Governance.
30/10/2020 Briefing from the Head of Internal Audit and Data Protection Officer on the progress of the
audit work during the Q3 of 2020, as well as on the issues related to data protection of the
quarter.
2/11/2020 Briefing from the Auditors on the progress of the work of the regular audit of the fiscal
year 2020, the planning of the audit work, the control of the internal protection regarding
the circuits related to the financial information, for the control of the information systems
which will be done by computer systems auditor, as well as for issues related to IAS 720
"Auditor's Responsibilities Regarding Other Information".

Specifically, the liabilities, duties and responsibilities of the Audit Committee are analytically presented in the regulation of its operation.

Remuneration Committee: The Remuneration Committee of Gr. Sarantis SA is a three-member committee and mainly consists of non-executive and independent members of the Board of Directors. An independent and nonexecutive member of the Board of Directors is appointed as the Chairman of the Committee.

The Remuneration Committee consists of Dimitrios Efstathiou of Konstantinos as chairman, Christos Oikonomou of Ioannis as member, Nikolaos Nomikos of Periklis as member.

The Remuneration Committee monitors, reviews, and regularly updates the remuneration procedures and conditions, both at the corporate and group levels, to align them with the business objectives as well as the applicable regulatory framework. Particularly:

Regarding the executive members of the Board of Directors, the Committee:

  • Submits proposals to the Board of Directors regarding remuneration of each of its executive members if variable remuneration i.e. bonus and incentives-based remuneration are included in the remuneration.
  • It examines and submits proposals to the Board of Directors regarding the overall size of the annual variable remuneration, excluding salary.
  • Examines and submits proposals to the Board of Directors and through the General Assembly (when required) regarding the stock options or equity issuance programs.
  • Submits proposed performance targets related to variable remuneration of Board members or targets linked to stock options or equity programs.
  • Regularly reviews the remuneration of the Board of Directors and other terms of their contracts with the company, including retirement allowances and retirement arrangements.
  • Submits proposals to the Board of Directors on any remuneration-related business policy.
  • Examines the annual remuneration report.

The meetings of the Remuneration Committee within the preceding year were concluded with a quorum, with the following topics:

Date Subjects of Daily Agenda
13/April/2020 Approval of the Remuneration Report

In particular, the Remuneration Committee's obligations, duties and responsibilities are detailed in its Regulation of Operation.

(c) Remuneration of BoD Members and Evaluation Method, Remuneration Policy.

The management has developed a procedure based on which the BoD members are evaluated and their fees are defined.

Remuneration to the members of the Board of Directors of the company is paid in accordance with the approved remuneration policy of the company.

The company provides fixed remuneration on a regular basis to those persons within its remuneration policy. This remuneration is fully aligned with the business growth and effectiveness.

According to the company's remuneration policy (see 2.1.2), fixed remuneration is usually competitive so that it is possible to attract and retain people who have the appropriate abilities, skills, experiences and behaviors that the company needs.

Maintaining competitiveness is ensured by monitoring the level of remuneration in the company's field of activity - Greek and / or European - through relevant research. Along with assessing the importance of the position, it is also taken into account the academic background and the beneficiary's previous experience in order to determine the level of fixed remuneration.

The objective is to raise the average earnings level of the comparable sample market, as reflected in earnings surveys. Higher earnings may be provided for specialized roles that are critical to the operation and development of the company or in cases of outstanding experience and performance.

Gr. Sarantis SA pays regular monthly remuneration to the Board members for the work they provide, as well as for their participation in the Board meetings. Independent members are provided with compensation related to their status and duties as members of committees.

Further, the Company does not include variable remuneration in the remuneration of its Board of Directors members. However, it may reward the performance of its executives on the basis of predetermined measurable quantitative and qualitative criteria, both short-term and long-term. If it is decided to provide variable remuneration schemes then they may be linked to both individual performance and the course of the Company and the Group.

Evaluation of Executive Members

The process of evaluating the executive members of the Board of Directors is similar to the evaluation of the executives.

Potential reward for the performance of executives is based on pre-determined measurable quantitative and qualitative criteria, both short-term and long-term. If it is decided to provide variable remuneration schemes then they may be linked to both individual performance and the course of the Company and the Group. In this case the criteria will be set at the beginning of each evaluation period and will be assessed at the end of each evaluation period.

Evaluation of Non-Executive Members

The evaluation of non-executive members is mainly done through a more general assessment of the effectiveness of the committees in which they participate.

The remuneration reflects their working time as well as the range of their duties. It may not include bonuses, stock options, or performance-related compensation. The Board of Directors (BoD) determines and proposes to shareholders the basic annual remuneration of its members, as well as any additional fixed remuneration for their participation or chairing the BoD committees, within the remuneration policy framework.

4. Diversity Policy for managerial, administrative and supervisory bodies

The Code of Business Conduct of the Group includes operation principles with regard to the applied diversity. These principles are presented in synopsis as follows:

Sarantis Group supports the Universal Declaration of Human Rights of the United Nations as well as other international standards for the human rights (ILO, OECD, and Global Pact of United Nations).

Sarantis Group recognizes and applies in its subsidiaries, per case, the social, environmental, ceremonial, institutional specificities existing in the countries in which it is active, to the extent that these policies do not contradict the regulatory framework governing the Parent company, the articles of association of the Parent company, the policies, regulations and generally the culture of the Group.

The fundamental values of the Group reflect the commitment toward the creation of an environment where all employees have equal opportunities of personal development and are treated in fair manner according to their skills and merits.

Sarantis Group does not make any discrimination in terms of race, religion, color, descent, age, special needs, sexual orientation, political belief, gender or family position.

With regard to issues of employment, hiring, remuneration and bonus, training, promotion, transfer and termination of collaboration, every employee is treated according to the regulatory framework each time in effect and in accordance with the regulations, policies and the culture of the Group.

There is no physical, sexual, race related, psychological, and verbal or any other type of harassment or violence exercised against the employees of the Group.

The Group does not hire people with age lower than the legally required one. The Group is against the use of compulsive or mandatory work practices.

The Group recognizes and promotes the healthy balance between work and personal life, whereas at the same time it respects the commitments made by its employees outside the work environment. The Group recognizes the right to rest and have free time, while it closely follows the law provisions applied in any location of activity, with regard to the leave of absence, maternity leave, as well as other types of leaves related to family commitments or to "force majure" events.

The following table presents in summary data with regard to the gender, the age, the education of the highest, higher and middle management level of the Group.

Levels Positions GENDER EDUCATION AGE
%
Females
% Male % THIRD
GRADE
%
HIGHER
(BSc)
%
HIGHEST
(MSc)
FROM TO AVG
Highest BOARD 11.0% 89.0% 25.0% 38.0% 37.0% 56 65 60
Higher DIRECTORS &GM's 24.0% 76.0% 33.0% 67.0% 45 61 50
Middle MANAGERS 43.0% 57.0% 21.0% 58.0% 21.0% 31 68 46

Specifically, the curriculum vitae of the members of the Board are presented in the following link https://sarantisgroup.com/the-group/leadership/board-of-directors/.

Respectively the curriculum vitae of the senior staff of the Group are uploaded in the following link https://sarantisgroup.com/the-group/leadership/board-of-directors/.

5. Internal Control System and risk management:

Internal Control System

The Internal Control System is defined by the entire procedures, methods and mechanisms, the application of which is responsibility of the board of directors, the directors of the management and in general the entire personnel of the Group based on their corresponding responsibilities. The System is designed to provide a desirable assurance level with regard to the achievement of the following targets:

  • The risk management
  • The avoidance and the detection of administrative anomalies and errors
  • The effectiveness and efficiency of various operations
  • The preservation of the corporate assets
  • The credibility of the financial statements and the reports in general
  • The compliance with the rules of the management
  • The compliance with the law and rules in effect

The internal control as a set of procedures, methods and mechanisms, is practically performed by the directors of the management, and in general, by the organization's entire personnel based on the corresponding responsibilities, is supervised by the Audit Committee, the BoD and the Chief Executive Officer and is examined for its effectiveness and completeness – adequacy by the Internal Control Department.

The Group's Management is responsible for the introduction, operation and monitoring of the control systems. The Board of Directors ensures that the Company's senior management has introduced, applied and operates an appropriate internal control and risk management system.

The issues referring to the Group's internal control are the following:

  • Introduction and maintenance of an adequate and effective control system.
  • Evaluation of the Group's potential risks.
  • Application of the appropriate audit mechanisms.
  • Monitoring and evaluation of the system.
  • Provision of the relevant information and proposals of improvement or adjustment on case by case basis.
  • Appropriate measures from any management officials and application of measures within the agreed time horizon.
  • Re-evaluation of the system at second stage.

The responsibilities of the Internal Control Department are presented analytically in the regulation of its operation. In synopsis, the Department is responsible to conduct the audits, as well as for the submission of proposals, the communication of the results and the monitoring of the corrective actions wherever is required. It

evaluates the probable risks detected during the audits and communicates these risks to the Audit Committee and the Deputy General Manager, with the objective to undertake appropriate measures for their elimination. The Internal Control Department reports to the Deputy General Manager and the Audit Committee, whereas it is supervised by the Audit Committee.

Risk Management

The Management has developed a system of assessment, evaluation and management of the potential risks, both the ones related to the environment which the Company activates in, and the ones related to endogenous factors of operation.

Depending on the nature, the effect and the probability of risks, relevant cost – benefit decisions, based on estimates, for their acceptance are taken, or decisions for the activation of audit mechanisms, or in general the undertaking of measures with the objective to smooth out or eliminate their consequences.

The evaluation process includes the following steps:

  • Identification of risk
  • A description of the possible effect on the organization since its occurrence
  • Assess the likelihood of the risk
  • Assessment of the possible impact on the organization
  • Determination of the organization's level of tolerance for this particular risk
  • Management's actions to address the risk

The main risks faced by the Group are mentioned in the report of the BoD towards the General Meeting of Shareholders and, more specifically, in the Annual Financial Statements. In particular, the description of the main risks identified by the management is presented in Chapter 2.4 of the Annual Financial Report, while the description of the main identified risks' management is included in Chapter 4.9 of the Annual Financial Report.

Mechanisms

The Management has compiled and uses, as a general framework of rules and operations for the Group, the Internal Regulation of Operations, the Corporate Governance Code and the Code of Business Conduct. The Internal Regulation of Operations and the Code of Business Conduct are posted in the corporate website: https://sarantisgroup.com/investor-relations/corporate-governance/corporate-governance/.

It has a fully developed, and integrated into its information system, budgetary control which is constantly updated and performs continuous audit of its activities.

It possesses a network of procedures with integrated control mechanisms (in many cases automated via its information system), for all its operations and specifically for the ones most susceptible to risks.

It possesses an analytical program for ending period works and an automated extraction system of the relevant reports.

The adequacy and effectiveness of the internal control system is examined by the Internal Control Department, per business cycle or per operation, following an annual program of audit projects and priority definition.

It has a reliable, extended and secure information system which evolves and can be adjusted to any Company's needs.

It possesses complete security system with regard to its information systems.

6. Information provided by the article 10, paragraph 1 of directive 2004/25/CMC:

The Company is under the directive 2004/25/CMC concerning the public offerings for acquisition / takeover.

Group's structure is presented analytically in chapter 4.6.2 of the Financial Statements compiled by the Company and published with the means provided by the law.

The Company has not issued any securities granting special control rights to their holders. Furthermore, there are no constraints to the voting rights, the expiration periods for exercising the voting rights are the ones in effect

during the General Assembly of the shareholders, there are no loans convertible into bonds and in general, there are no systems via which the financial rights emanating from the securities are dissociated from the possession of securities.

2.13 NON-FINANCIAL STATEMENT

The current non-financial statement has been prepared in accordance with a. 151 of Law 4548/2018 and it provides information on the Company's policies and performance in relation to environmental, social and labor issues, respect for human rights, anti-corruption and anti-bribery issues. It also takes into consideration the GRI standards and the ATHEX ESG reporting guidelines.

Additional and more elaborative information on these issues, will also be available in the Sarantis Group 2020 Sustainability Report, which is currently being prepared in accordance with the Global Reporting Initiative Standards, and will be available by June 2021.

Short Description of the Business Model

Headquartered in Athens and boasting a history of over 50 years, Sarantis Group, is a multinational consumer products company, having dominant presence in Eastern Europe through own subsidiaries and strong export activity worldwide.

Throughout our history, we have been offering high quality consumer products that people trust in their everyday lives, always taking into consideration consumers' needs and our socio-environmental impact. From Personal Care to Health Care, as well as everyday Home Care Products and Luxury Cosmetics, we offer a wide range of products with high brand awareness.

The Group's companies are located in 13 countries within Europe, and in particular, in Greece, Poland, Romania, Bulgaria, Serbia, Czech Republic, Slovakia, North Macedonia, Hungary, Bosnia & Herzegovina, Portugal, Ukraine, and Russia, while at the same time, the Group maintains a powerful distribution network that exports to more than 50 countries in Europe, Asia, Africa and Oceania.

Sarantis Group is a long-standing reputable company built on excellence, trust, humbleness and ownership resilience, entrepreneurship, agility and trust, committed to bringing sustainable growth and achieving a positive impact on people's everyday lives.

The Group consists of a team of passionate and dedicated people we are proud of, who are committed to maximize company's heritage.

The Group is always nearby to its stakeholders, as an indispensable partner, working with them, creating value through the unique impact of our brands and our operational excellence.

Embracing local communities where the Group operates in, and empowering them through initiatives that help build a better today while caring for tomorrow.

The Group's purpose is to uplift the mood of consumers, with beautiful simplicity that makes everyday life better, by being always nearby, working closely with our stakeholders to create value sustainably.

The Group follows and invests on a clear strategy that is shaped throughout its successful history and creates sustainable profitable growth and value for all stakeholders, (Shareholders, Banks & Financial Institutions, Customers, Consumers, Employees, Suppliers and Partners, Business Community , Society – Communities, State Authorities , Regulatory Authorities), within a highly competitive and dynamic international business environment.

The Group's strategic priorities are focused on further growing our Home Care, Personal Care and Beauty business in Central and Eastern Europe (CEE) as well as in the Commonwealth of Independent States (CIS) territory, reaching and impacting more consumers with everyday aspirational product propositions through our sustainable business practices and ethics.

The business model that supports and ensures the implementation of the Group's strategic objectives is as follows:

  • ➢ Focus on maintaining dynamic sales growth both on an organic basis and through acquisitions, combined with new strategic international brand distribution agreements, as well as the geographical expansion of the Group.
  • ➢ Focus on cost optimisation, economies of scale and the exploitation of synergies.
  • ➢ Efficient liquidity management.
  • ➢ Reinvestment of net cash flows to further enhance the operation and financing of development projects.

Aiming to create value for all stakeholders, sustainability constitutes an integral part of the Group's business model. The Group seeks to maintain the optimum balance between its economic performance and its responsible environmental and social practices.

In fulfilling the Group's mission, we are guided by our values. Our core values are: Excellence, Trust, Humbleness, Ownership, Sustainability. They are the foundation of our business model and, together with our solid financial performance, create the basis of our successful future development.

Our values define how we do business with our colleagues, partners, customers and consumers, while giving purpose to our daily work life.

"We are a Team with ETHOS"

Ethos comes from the Greek word "Ήθος" and shows a set of beliefs and ideas about the social behavior and relationships of a person or a group. ETHOS inspires constantly our moral culture. It's the path we have chosen to follow faithfully all these years.

Excellence: We strive for continuous improvement. We are restless to deliver top quality solutions to all our stakeholders and create value for them. Our results-driven performance – oriented culture empowers people to reach their full potential and achieve continuous growth

Trust: We are reliable partners. We build relationships that are in the interests of all involved. We always act and communicate with integrity and transparency. We follow through our promises and we deliver on them.

Humbleness: We dare to review our actions against the language of pride. We are willing to learn from each other and from failures as well as successes. We are confident and proud of our heritage, but we never assume that we are at the top of the game.

Ownership: We have owner's mentality. We think, decide and act like each of us owns the business. We understand that everything happens with a collective effort and we thus treat each other with respect and empathy. We lead with drive, passion and commitment to achieve success.

Sustainability: We conduct our business in a socially responsible and ethical manner providing long lasting value to our stakeholders. We respect diversity, human rights and the communities where we operate in.

Materiality analysis

The Group identified 15 sustainability topics based on the everyday communications with various stakeholder groups and review of the market sector. We account for the points of interest of our stakeholders, as well as the relevant topics of interest identified by the project team of the Sarantis Group 2020 Sustainability Report. Afterwards, we conducted an internal materiality assessment in order to identify the topics that are material to the Group. During this process the material topics were ranked based on their importance on influencing the decisions of stakeholders and on creating economic, environmental and social value in the countries where the Group operates.

The identified topics and the material topics (bold) are as follows:

1 Ensuring robust economic performance
2 Safeguarding corporate governance, regulatory compliance and business ethics
3 Ensuring product quality and customer safety
4 Safeguarding sustainable, and circular sourcing of raw and packaging materials
5 Assessing suppliers against ESG criteria (i.e. energy, emissions, water, biodiversity, human rights,
etc.)
6 Improving water use efficiency, wastewater treatment and circularity in production
7 Improving energy efficiency, use of renewable sources and reduction of GHG emissions in
production and distribution
8 Minimizing packaging and adopting circular economy waste practices
9 Practicing responsible marketing and product environmental and social labeling
10 Supporting responsible consumption and sustainable lifestyles (i.e. water consumption and disposal
related with use of products)
11 Investing in R&D for innovative and sustainable products
12 Building community relations and responding to societal needs
13 Creating employment and ensuring human capital development
14 Safeguarding employee diversity, equal opportunities and human rights
15 Ensuring occupational health & safety and wellbeing

I. Principal non-financial risks and their management

Risk Management System

The Group's Regulatory Compliance System includes: Codes, Policies, Regulations Procedures, Work Guidelines, Organizational Structure Graphs, Job Descriptions, Forms and Audit Mechanisms. Each subsidiary is obliged to make use of existing regulatory tools concerning the Group, as well as to develop additional ones according to the Groups' guidelines.

The Group's Management has developed a system of assessment, evaluation and management of the potential risks, both the ones related to the environment which the Company activates in, and the ones related to endogenous factors of operation.

Depending on the nature, the effect and the probability of risks, relevant cost – benefit decisions, based on estimates, for their acceptance are taken, or decisions for the activation of audit mechanisms, or in general the undertaking of measures with the objective to smooth out or eliminate their consequences.

The evaluation process includes the following steps:

  • Identification of risk
  • A description of the possible effect on the Group since its occurrence
  • Assess the likelihood of the risk
  • Assessment of the possible impact on the Group
  • Determination of the Groups' level of tolerance for this particular risk
  • Management's actions to address the risk

The description of the main risks identified by the management is presented in Chapter 2.4 of the Annual Financial Report, while the description of the main identified risks' management is included in Chapter 4.9 of the Annual Financial Report.

In addition to the financial risks described in the Annual Financial Report, the Group takes into consideration environmental (i.e. exposure to waste management and packaging material regulations, carbon footprint of our supply chain and potential implications, environmental impacts of the raw materials used in our products, etc.) and social (i.e. recalls, supply and sourcing risks, compliance with responsible marketing practices, etc.) risks that need to be managed. Environmental and social risks can have financial, legal and reputational impacts that threaten the Group's operations. As the Group operates in a sector that is heavily depended on raw materials and their extraction processes as well as the effects of products to our consumers, managing these risks is an integral part of our management procedure.

The Management has compiled and uses, as a general framework of rules and operations for the Group, the Internal Regulation of Operations, the Corporate Governance Code and the Code of Business Conduct1 . The Internal Regulation of Operations and the Code of Business Conduct are posted in the corporate website: https://www.sarantisgroup.com/investor-relations/corporate-governance/corporate-governance/.

Integrated Management System Policy

The Regulatory Compliance System is complemented by the Integrated Management System, which has been designed and implemented, in order to meet the requirements of the International Standards ISO 9001, FSSC 22000, ISO 13485, ISO 22716 and ISO 50001.

The Integrated Management System gives emphasis on the following:

  • Focus on customer satisfaction, effective handling of customer complaints and continuous communication with them, so that the Company constantly gains customers' trust.
  • Maintain communication channels between suppliers and the Company.
  • Commit to continuous improvement of the Company's energy performance.
  • Comply with the applicable Statutory and Regulatory Requirements.
  • Apply the appropriate measures of hygiene and safety, to ensure the quality of produced and traded products and to control the energy performance, throughout the entire supply chain, so as to assure that products fully comply with the requirements of the National and European Legislation and the Regulations deriving from them.
  • Ensure the continuous personnel training and awareness, aiming at a) the understanding of the Integrated Management System Policy, b) the hygiene and safety of produced and traded products, and c) the promotion of an energy saving culture.
  • Re-evaluate the system's policies in order to ensure their relevance and effectiveness.
  • Monitor the effectiveness of the Integrated Management System, aiming at its continuous improvement.
  • Ensure availability of information and all necessary resources, in order to achieve established goals and objectives.
  • Evaluate the extent to which goals and objectives have been met, through their review and their continuous reappraisal.
  • Develop processes and procedures which cover all the activities of the Group, oversee their implementation, and evaluate their effectiveness, through a framework of appropriate indicators.
  • Determine and address opportunities and risks, which can affect either the conformity of products and services, or the Groups' ability to enhance customer satisfaction.
  • Supervise the strict application and implementation of GMPs (Good Manufacturing Practices), GHPs (Good Hygiene Practices) and HACCP Study (where this is applicable).
  • Continuously attempt and support the purchasing of energy-efficient products or services and to design energy performance improvements in our value chain.

The certified systems applied to the Group are listed in the following sections per thematic area.

II. Environmental policies

The Group's commitment to safeguarding the environment is expressed through its environmental policy that incorporates the protection of the environment and halting climate change in the company strategy and culture.

Regarding production processes, adopting sustainability practices is a key component of our strategy both in our own operations and throughout our supply chain. The efficient use of energy and natural resources, the use of renewable energy resources, the mitigation of waste production and their responsible management, the manufacturing of more environmentally friendly products have been and still remain our commitments vis-à-vis the environmental challenges.

Investing in R&D for innovative and sustainable products

  • A complete ecologic range of products was developed in-house, covering all categories (Food packaging, Garbage bags, Cleaning Items) under a Green Life Concept. Through this effort:
    • o We developed "Green Life" Garbage bags line using 90% 100% of recycled plastic & FSC paper label packaging.
    • o We replaced single use plastic products (plates, cups, cutleries & straws) with sustainable alternative resources (bagasse, wheat), launched under "Green Life" concept.
  • A new investment is under-way at the Group's subsidiary Polipak that will lead to a more automated production process, which, combined with a new R&D lab and new equipment, will result in increased production efficiency and QA improvement.
  • A new production technology in under development. When implemented, it will result in improved production processes that bear a smaller environmental footprint. This new technology is expected to be part of a new investment launched at Polipak's plant located in Poland.
  • The Group is actively searching and investing in new production processes that will allow the increase of ingredients sourced from sustainable sources (i.e. increase the percentage of natural ingredients, use RSPO palm oil, a key ingredient in our suncare products) and adapt our formulas to have an improved environmental footprint. An indicative example is the Group's cooperation with the University of Ioannina and the National Technical University, which concerns the development of innovative cosmetology formulations and food supplements based on natural ingredients, which will arise with green innovative extraction and biotransformation processes.
  • Investments were made in environmental management systems by implementing and obtaining the relevant certification regarding ISO 14001 on Ergopack's production site located in Ukraine. The scope of the certification is the development, manufacture and Supply of household disposable goods.

Overall, the Group is committed in applying the most updated technologies for safety and environmental protection, strictly following all relevant local and European regulations.

Safeguarding sustainable, and circular sourcing of raw and packaging materials

  • The Group is continuously examining ways to increase the level of ingredients that are coming from sustainable sources, increase the percentage of sustainably sourced natural ingredients, increase the level of biodegradable ingredients and adapt our formulas to have an improved environmental footprint.
  • Taking into account the increasing focus of the industry in more sustainable solutions which has been accelerated with the outburst of COVID-19 - as well as the escalating environmental consumer awareness, the trend of sustainable suncare protection is coming on the spotlight.
  • We aim to increase capacity of own production for post-consumer plastic (PCR-regranulation) which is used in the processes of garbage collection/sorting, washing, melting, granules creation, foil production.

Minimizing packaging and adopting circular economy waste practices

  • The Group is continuously examining ways to increase the use of recycled packaging materials (plastic, glass,
    • paper) and increase the packaging materials that are recyclable, reusable or compostable, such as:
      • o Suncare and Home Care product lines, increase recycled plastic in packaging.

o Skincare lines increase recycled glass in the cream jars, adopt fully recyclable packaging, and use of FSC-certified paper boxes. Also, the plastic cellophane wrap was removed from all the Group's face care products.

More specifically, within the Home Care category we are aiming to rollout packaging deriving from 100% recycled paper (outer carton boxes, inner pack boxes & paper cores made from FSC certified material). With regards to the plastic packaging materials we aim to reduce the inner pack plastic packaging and increase the proportion of recycled material where possible, or use alternative packaging materials, without compromising quality and product safety.

  • In the context of the Circular Economy there is a vertically integrated system for the production of recycling plastic film from consumer waste.
  • Particularly in Greece, our financial contributions to the Hellenic Recovery Recycling Corporation, support the effort to improve the recycling infrastructure in Greece. The total amount of the company's financial contributions corresponds to the financing of the purchase of 5,287 blue bins or 10 recycling vehicles.

Improving energy efficiency, use of renewable sources and reduction of GHG emissions in production and distribution

  • The Group has installed a solar refrigeration system in the production site located in Inofita, Greece. The system transforms solar power into cooling energy, covering part of the plant's needs in air conditioning.
  • Natural gas has fully replaced oil; as a result, gas emissions are reduced, operation is cleaner, and the energy cost was reduced as well.
  • The Group implemented the Energy Management System ISO 50001 in its headquarters and production site located in Greece. The relative certification was obtained in 2018. The certification scope covers production and packaging of household products and cosmetics, as well as trade and distribution of household products, cosmetics and health & care products. The system contributes to further improvement of energy performance, by reducing energy use and thus reducing greenhouse gas emissions.
  • Future installation and use of photovoltaics in our production site in Greece is currently evaluated.

III. Social & labor policies

Product quality & Safety- Product Design & Packaging- Customer Health & Safety

Ensuring product quality and customer safety

Product quality and safety is one of the Group's top priorities. Quality is the foundation behind our product development process and is the factor that builds trust with consumers and drives strong brand awareness and performance. There is a continuous flow of new innovative ideas and techniques presenting an improved environmental and social footprint, having quality as a guiding principle.

▪ The Group applies a Quality Management System based on the standards ISO 9001, FSSC 22000, ISO 13485 and ISO 22716.

The Group is constantly keeping abreast with the developments mainly around the European Union and worldwide, by following the positions and attitudes of opinion delivery organizations (IFRA, SCCS, etc.) and/or of collective bodies (Hellenic Cosmetic Toiletry & Perfumery Association, etc.). The aim is to be in full and immediate compliance with the legal framework, regarding products, in the countries where the Group operates. The Group is in a position to respond to consumers' concerns and questions, offering documented information over the phone or in writing.

International Standard International Standard
Implementation Department
Scope of Certification
FSSC 22000
Food Safety System
Certification [for Packaging
GR. SARANTIS SA
HOUSEHOLD PRODUCTION

Production (winding) & packaging of aluminium foil,
cling-films and repacking of one use plastic food
packaging products.
Materials]
ISO 9001 GR. SARANTIS SA
Production and Packaging of Aluminum Foil, Plastic
Films, Plastic Food Containers for multiple uses and
Quality Management
Systems-Requirements
HOUSEHOLD PRODUCTION related Food Packaging Products and Household –
Garbage Bags for Household and Industrial Use.
ISO 22716 GR. SARANTIS SA
Production and Packaging of Sun Care Products, Hair
Care Products, Skin Care Products, Perfumery Products
Cosmetics-Good
Manufacturing Practices
(GMP)-Guidelines on Good
Manufacturing Practices
COSMETICS PRODUCTION and Depilatory Products.
ISO 9001 GR. SARANTIS SA
Quality Management DISTRIBUTION CENTER /
Trade and Distribution of Medical Devices for Self Care,
Diagnostics and Disposables: Dressings and Wound
Systems-Requirements HEALTH & CARE DPT Care, Thermometers, Devices for Venipuncture,
ISO 13485 GR. SARANTIS SA Therapy Delivery Devices, Earplugs, Thermogel, Ice
Spray and Nasal Spray.
Medical devices-Quality DISTRIBUTION CENTER /
Trade and Distribution of IVD and self-test IVD
Management Systems
Requirements for regulatory
purposes
HEALTH & CARE DPT
ISO 9001 SARANTIS ROMANIA SA
Import and distribution of cosmetics and home care
products.
Quality Management
Systems-Requirements
ISO 13485 SARANTIS ROMANIA SA
Import and distribution of medical devices - Mouth rinse
device for prevention and/or treatment of tooth
Medical devices-Quality
Management Systems
Requirements for regulatory
purposes
sensitivity and foot skin care products. Storage and
distribution of products. Labeling and repackaging of
products
BRC Consumer Products SARANTIS POLAND
Rewinding and packaging of aluminum foil, LDPE and PVC
(Personal Care and
Household)
HOUSEHOLD PRODUCTION foil for food, baking paper, breakfast paper; packaging of
baking sleeves and freezer bags; sealing and packaging of
ice bags.
Exclusions: commercial products including other food
contact
articles,
cosmetics,
household
chemicals,
household and cleaning accessories, personal hygiene
accessories.
ISO 9001 POLIPAK POLAND
Designing, Production and Sales of Foil Packaging
Quality Management
Systems-Requirements
ISO 9001 SARANTIS HUNGARY
Distributing of Household Products, Household Cleaning
Products and Cosmetic Products
Quality Management
Systems-Requirements
ISO 9001 ERGOPACK
Development, Manufacture and Supply of Household
Quality Management Disposable Goods
Systems-Requirements

Building community relations and responding to societal needs

Giving back to the society is an intrinsic part of the Group's philosophy ever since its beginning of operation. Throughout our journey we want to play our part in the prosperity of the communities in which we operate.

The Group aims to grow in a society that flourishes. In that way there is the expressed commitment to support multiple NGOs and vulnerable groups through our well-planed donations, while we focus to recruit employees from local communities, in order to support their local economies.

  • The Groups' contribution to the local community is also expressed through initiatives that focus on improving people's well-being. For instance, in Greece though our brand STR8, in collaboration with OPANDA we have placed protectors in 19 basketball courts of the Municipality of Athens, while with the support of Carroten we held an educational seminar, in order to inform children campers how to protect themselves from the sun. Furthermore, the Group supported the biggest digital sport event against breast cancer, for another year, through the official sponsorship of Lanes (Race for the Cure), in our effort to bring further awareness.
  • Group has the usual recruitment practice from the local community, in the areas where it operates. Recruitment in the local community accounts for over 98% of employees.

Given the challenging period of COVID-19 pandemic outbreak, the Group focuses into being agile relative to emerging societal needs. Production is adapted, and the product portfolio expanded with a new antibacterial hand cleansing line of bioten, supporting the Group's multidimensional effort against the COVID-19 pandemic. The new antibacterial line has been authorized by the National Medicine Organization (EOF). The brand's sustainable commitments are combined with the antibacterial protection aiming to cover the increased needs that emerged due to the pandemic. Faithful to corporate responsibility actions the Group is committed in continuing its efforts, promoting health, quality of life and caring for the environment.

The Groups' well-organized response to the pandemic was enhanced through many donations, focusing to strengthen the health sector & to support those in need in more than 7 countries.

In Greece:

  • Though Noxzema we provided an educational program for children in institutions of Attica to ensure health safety through hand washing, while with NGO "Agoni grammi" as a partner we supported the schools of 10 small remote islands of Greece from Agios Efstratios to Halki, offering soap that covers their yearly needs.
  • Given the efforts to halt the pandemic, we have offered a 70,000€ donation to the Ministry of Health to further support the national efforts and cover the increasing needs of the Hellenic Health System.
  • We have channeled multi-dimensional donations (financial contribution and product-based donations) to more than 85 ΝGOs/organizations and more than 16 nursing homes for elder people to cover their increasing needs due to the pandemic.

• Through SANITAS, we provided cleaning tools and Easter treats to personnel of hospitals coping with COVID-19 and more than 100,000 food servings along with the NGO "Boroume" to institutions in need. Moreover, we have distributed many health supplements of our trusted Health & Care brand "Lanes", to hospitals in need and many organizations.

In addition, though our social activities we widely supported many other countries during the pandemic.

  • In Poland, we donated Jan Niezbędny cleaning tools & Luksja personal care products to support the hospital in Piaseczno. Furthermore, we held an Educational Workshop: "The Clean Hands Academy" sponsored by Luksja and Carex with the valuable help of Witold Stefanski Institute of Parasitology Polish Academy of Sciences.
  • In Poland, through Polipak's activity, we have supported with financial donations the local hospitals "Szpital Średzki Serca Jezusowego" & "Stowarzyszenie im. Piotra Króla".
  • In Czech Republic & Slovakia we have donated over 23k packshots of INDULONA hand creams to the heroes in the frontline of the Coronavirus fight – the staff of Czech and Slovak hospitals and nursing homes, covering the needs of almost 30 institutions.
  • In Ukraine we financially supported the Kaniv hospital in purchasing lung ventilators.
  • In North Macedonia, we have donated cleaning tools to the clinic of Skopje to cover the needs.
  • In Serbia, we donated many products of personal care & cleaning tools to cover the needs of the Hospital in city of Cacak, the Municipality of Belgrade & the Gerontological center in Belgrade.

Employer's Responsibility

The Groups' focus remains to its people, the most valuable asset and the driving force for the Group's success. The Group is committed to provide and sustain a supportive and desirable workplace, while creating prospects for its employees.

In this context, the main axes that the Group focuses on are the following:

Creating employment and ensuring human capital development

  • The Group supports young people and is open to students who want to get familiar with the Fast-Moving Consumer Goods (FMCG) sector. For that reason, we provide the "Shine Out" the Group's Management Trainee Program. The program provides the opportunity to young graduates to join our team and to start their professional career gaining knowledge and experiences to become the next generation leaders.
  • The Groups provides Internship and Apprenticeship Programs. Cooperating with the top universities and professional institutions of the country, who actively support the induction of young people into the workplace. Each year we offer internship opportunities to undergraduate university students, trying to offer them practical knowledge and hand-on experience encouraging them to ask questions and share ideas. Interns can be subsequently hired.
  • Having the right person in the right position is the key to unlocking value for the Group, and therefore investments in a modern recruitment process with updated HR tools were made.
  • Group's aim is to strengthen the leadership capabilities of its people, their business insight, and their talents to create high-performance teams. The ever-changing, competitive conditions in the markets where the Group operates necessitate a business frame of mind that promotes innovation and improved performance. To that end, the Group rewards performance and invests in educational programs and training seminars for its employees (SAP trainings, PV trainings, ESG trainings, PR trainings, crisis management trainings etc.).
  • An induction program is provided to all new hires in the company. The program's goal is to familiarize them with the Group's activities and instill to them the Group's corporate ethics that will accompany them in their business journey.
  • In terms of employee engagement and enablement, we want our employees to feel motivated and confident in their daily work, thus, we give them as much autonomy as possible to monitor their work. They are encouraged to express themselves freely, seeking assistance, raising concerns, or suggesting actions paths. We encourage our people to be pioneers in what they do.

Ensuring occupational health & safety and wellbeing

The Groups' management cares deeply for our employees and we try to demonstrate it in numerous ways. Their welfare enhances the Group's prosperity.

  • Working environment: The working environment can affect productivity directly. A safe and comfortable workplace, as well as a pleasant working environment where dialogue and cooperation are encouraged, can assist employees to overcome difficulties and be more motivated and efficient. The Group's offices are hosted in modern buildings having advanced safety and security features (fire control systems etc.). We offer spacious, clean offices with modern furniture, adequate lighting-access to natural daylight, temperature control and quality of air. Furthermore, we provide a well-equipped space for their breaks (restaurant area etc.), and all the necessary tools, resources, and technology features to maximize their efficiency. An example of the Groups' commitment to ensure the above is the implementation of the
  • occupational health and safety management system OHSAS 18001 in Ergopack's premises located in Ukraine. • Personal attention & Support: We believe that family issues faced from employees during their business life need to be fully supported. While we do not make our employees feel uncomfortable to report sickness. We care for the wellbeing of our employees, both mental and physical, apart from their productivity.
  • Medical & Health Care Services: The Group ensures its employees are provided medical & health care services according to each country's laws and regulations. In many countries, we apply a group policy which provides employees and their children with various advantages, as well as, coverages such as: Life insurance, Major medical insurance, Maternity benefit insurance, preventive insurance (check-up), Surgical benefit insurance etc.
  • We provide free appointments with an in-house doctor / nutritionist in a yearly basis, while through the Hellenic anti-cancer company we have organized free mammographic examination for all our women employees in Greece.
  • Other Corporate Benefits provided to our employees: Regarding the remuneration package, based on employees' position we offer: Health and insurance medical program, Pension scheme, Performance-based bonus, Interest-free loans for serious incidents/emergencies, Corporate e-shop, Christmas gifts, prepaid cards, Blood bank both for our employees and their relatives.
  • Our Wellness approach towards our employees: We provide an in-house doctor and nutritionist for the employees of our company. Moreover, during the COVID-19 quarantine period, we offered internally information on the pandemic and health & well-being promotion services [e.g. various supportive emails, regarding healthy nutrition habits within the quarantine or alternative proposals of leisure entertainment like seminars, online theaters, online books, online tours] and we have provided an online daily seminar regarding the internet's problematic use, supporting them to "live offline". The online event was held with the support of the KETHEA. Finally, in Poland, Polipak offers gifts on employees' wedding or the birth of their child.

Impact of the COVID-19 pandemic on Sarantis Group

The Group always strives to ensure the health, safety and wellbeing of its employees. All relevant newly implemented rules and regulations that were imposed to halt the COVID-19 pandemic were strictly implemented by the Group, both in Greece and in all countries where the Group operates through its subsidiaries. The Group communicated to all its employees, information on tackling the spread of COVID-19 in the workplace. Employees were presented with rules and guidelines concerning:

  • Canceling business and personal travels
  • Canceling all internal and external events
  • Upkeeping personal hygiene
  • Keeping social distance
  • Appropriate use and disposal of single use masks and gloves
  • Using public transportation

In addition, remote working was put in place and all employees were asked to consult the human resources department immediately in the event of COVID-19 symptoms, and the Group's headquarters were disinfected.

Safeguarding employee diversity, equal opportunities, and human rights

The Group believes that being different widens its perspective and strengthens its business. The Group respects the uniqueness of each individual and aims to treat everyone equally, with respect and dignity. The Group values and pursues diversity in the business environment, the Group believes that diversity within the Group brings different thinking and agility. Furthermore, the Group believes in gender equality and therefore invests in females' employees and their skills. In 2020, 55% of the Group's total workforce were women employees, achieving a high percentage of diversity within the Group. Overall, the Group:

  • Offers equal employment opportunities.
  • Ensures no unlawful discrimination is practiced in any aspect of employment relationship.
  • Provides an inclusive working environment, free of any form of disrespectful treatment and hate activity such as harassment and bullying.
    • Encourages employees to report any concerns regarding discrimination in the workplace.
  • Ensures that female employees are equally treated, remunerated and promoted within the company, as male employees.

The Group's Human Rights Policy is incorporated in the Code of Business Conduct2 , which is posted in the corporate website: https://www.sarantisgroup.com/investor-relations/corporate-governance/corporate-governance/.

IV. Anti-corruption & anti-bribery policies

Safeguarding corporate governance, regulatory compliance and business ethics

• Issues of fair competition law

The Group is fully compliant with the Commercial Law and Competition Law in all countries of operation. The Group's policies, regulation and procedures ensure its operation, so as its activities are carried out in accordance with the statutory framework. Each employee, if it is required or in doubt, should consult the Group's Legal Services for issues regarding the application of the Commercial Law and the Competition Law. He / she should also inform the Group's Legal Service in case of any notice from the authority responsible for antitrust issues.

• Measures against corruption

The Group is fully complimented with the effective legislation regarding corruption. An employee that bribes during the performance of his/her responsibilities shall be subject to civil and legal penalties in accordance with the applicable legislation.

• Compensation in excess of the agreed

Employees are not allowed to accepting gifts or other compensation from customers, suppliers or competitors of the Group. However, the acceptance of small gifts apart from money is permitted in the ordinary course of business, unless they constitute a breach of any law or regulation of the Group.

The Code of Conduct defines the following:

  • ➢ The members of management and the employees must comply with the requirements of the Code.
  • ➢ Every employee has to ensure that these rules are also applied by his / her colleagues.
  • ➢ In the event that an act or practice is perceived as illegal, unethical or prohibited by the Code, it must be reported directly to the CEO, or to the Group Human Resources Manager or to the Legal Service Manager of the Group or to the Internal Audit Officer of the Group. For this purpose, a relevant procedure for communication of irregularities has been drawn up.
  • ➢ To prevent malicious or unjustified complaints, penalties may be imposed on those who acted in bad faith.

The implementation of the Code of Ethics is audited by the directly involved department managers as well as the Internal Auditors.

V. Outcomes and non-financial performance

The main results of the above policies are presented in the table below. In comparison to previous years, we have updated our non-financial information reporting in order to be more aligned with global sustainability reporting standards such as the GRI standards and taking into account the ATHEX ESG reporting guidelines:

Environment
2020 2019 2018
Total
consumed
Energy*
(GRI
302-1)
(MJ)
133,793,137 130,209,659 130,647,010
Consumed Energy from
Renewable
Energy
Sources
(GRI
302-1)
(MJ)
2,257,520 2,771,402 2,933,460
Total amount of energy
consumed within the
organisation*
(ATHEX
C-E3) (MWh)
37,165 36,169 36,291
Percentage
of
electricity consumed, in
percentage (ATHEX C
E3)
76.3% 80.1% 75.7%
Percentage of energy
consumed
from
renewable sources, in
percentage (ATHEX C
E3)
1.7% 2.1% 2.2%
Labor
Total number of employees (GRI 102-8)
2020 2019 2018
Headcount 2,683 2,786 2,670
Percentage of total 2020 2019 2018
women employees
(ATHEX C-S1)
56% 47% 45%
Total number of employees by employment contract by gender in 2020 (GRI 102-8)
Permanent Temporary
Men 1,088 92
Permanent Temporary
Women 1,426 77
Total number of employees by employment type, by gender in 2020 (GRI 102-8)
Full-time Part-time
Men 1,162 18
Full-time Part-time
Women 1,413 90
Percentage of individuals within the organization's governance bodies by age and gender in 2020 (GRI 405-1, ATHEX C-S2)
<30 years 30-50 years >50 years
Men 0% 30.8% 61.5%
Women <30 years 30-50 years >50 years

0% 0% 7.7%
Number of work-related injuries (GRI 403-9)
2020 2019 2018
6 7 0
Investment in education (€)
2020** 2019 2018
70,000 132,111 132,950
Laws & regulations
2020 2019 2018
Total number of confirmed incidents of
corruption (GRI 205-3)
0 0 0
Significant
fines
and
sanctions for
and/or regulations
in the social and economic area (human
rights & compulsory labor) (GRI 419-1)
non-monetary
non-compliance with laws
0 0 0
Significant
fines
and
sanctions
for
environmental laws
and/or regulations (GRI 307-1)
non-monetary
non-compliance
with
0 0 0
Social impact
2020 2019 2018
Donations, charities, community offering (€) 926,812 190,000 170,000
of which COVID-19 related 704,702 - -
Percentage of the procurement budget
spent on local suppliers (GRI 204-1)
66.9% 73.2% 71%

*Compared to last year's reporting, energy consumption reported here includes purchased electricity as well as fuel consumption (diesel, petrol, natural gas, LPG, biofuels and renewables) in company facilities. Company vehicles' fuel consumption is excluded. Due to COVID-19 pandemic restrictions, natural gas consumption from Hungary is not taken into account for years 2019 and 2018.

**More educational programs were realized online this year due to COVID-19 pandemic.

More sustainability related data will be presented in our 2020 Sustainability Report, which is currently being prepared in accordance with the GRI standards and is expected to be available later this year.

2.14 ALTERNATIVE PERFORMANCE MEASURES ("APM")

The Group utilizes Alternative Performance Measures (APM) in the context of its decision making with regard to the financial, operational and strategic planning as well as for the evaluation and public disclosure of its performance. These APM serve and facilitate the best understanding of the financial and operating results of the Group, its financial position and the statement of cash flows. The Alternative Performance Measures (APM) should be always taken into consideration along with the financial results which have been prepared in accordance with the IFRS whereas in no case they replace IFRS.

a) Profitability ratios

The Group utilizes the following profitability ratios for the purpose of the full analysis of its operating results:

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

EBITDA is calculated from the annual financial statements as follows: "Gross operating earnings" plus "Other operating income" minus the "Administrative Expenses" and the "Distribution Expenses" prior to depreciation and amortization. The depreciation and amortization for the Group are presented in the paragraph "Table of Changes in Fixed Assets" of the financial statements.

(Euro million) FY 2020 FY 2019
Gross operating earnings 148.47 137.59
Other operating income 12.53 13.01
Administrative expenses 18.26 18.62
Distribution expenses 92.69 88.14
Depreciation and amortization 12.63 10.91
Earnings before interest, taxes, depreciation and
amortization
62.70 54.75

EBIT (Earnings before interest and taxes)

EBIT equals with the operating earnings of the Group as they are recorded in the annual financial statements.

ΕΒΤ (Earnings before taxes)

EBT equals with the earnings deriving before the deduction of taxes from the annual financial statements.

Net Income (Net earnings)

It equals with the earnings after the deduction of taxes as they are recorded in the financial statements. These earnings are distributed to the shareholders of the parent company.

Profitability Margins

For all the above profitability figures, the corresponding profit margin is calculated by dividing each figure with the total turnover.

(Euro million) FY 2020
Margin
FY 2019
Margin
EBITDA Earnings before interest, taxes, depreciation and
amortization
62.70 15.94% 54.75 14.79%
EBIT Earnings before interest and taxes 50.06 12.73% 43.84 11.85%
EBT Earnings before taxes 47.43 12.06% 45.46 12.28%
Net Income Net Earnings 38.73 9.84% 38.01 10.27%

b) Net Debt

The net debt comprises a figure which depicts the capital structure of the Group. It is calculated by adding the longterm loans and the short-term loans then by deducting the cash and cash equivalents and other financial assets, such as the "Financial Assets at fair value through results", since they are considered to be liquid items. The relevant calculations are presented in the following table:

(Euro million) FY 2020 FY 2019
Long-term loans 48.61 35.00
Short-term loans 7.81 30.81
Cash and cash equivalents 40.60 54.85
Other financial assets 4.91 2.51
Net Debt 10.91 8.45

Marousi, April 8 th 2021

The Board of Directors

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN &
CHIEF EXECUTIVE OFFICER
THE FINANCE DIRECTOR &
BOARD MEMBER
GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS
ID No. Χ 080619/03 ID No. ΑΙ 597050/2010 ID No. ΑΚ 783631/13

To the Shareholders of "Gr. Sarantis SA"

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of the Company "Gr. Sarantis SA" (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2020, and the separate and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory notes.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company "Gr. Sarantis SA" and its subsidiaries (the Group) as of December 31, 2020, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.

Basis for Opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in Greek Legislation. Our responsibilities, under those standards are described in the "Auditor's Responsibilities for the Audit of the separate and consolidated financial statements" section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current period. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter Audit response

Assessment of goodwill impairment

As it is presented in note 4.10.3 of the financial statements, the book value of the goodwill in the balance sheet of the Group and the Company on 31st December 2020 amounts to € 7,676 k. and € 1,100 k. respectively.

The goodwill is tested for impairment at least on an annual basis. This review includes estimates based on assumptions of future cash flows, including the assumptions in relation to revenue growth, profit margins and projected cash flows, the selection of the appropriate discount rates and the assessment of the cash generation units of the Group and the Company.

Due to the significance of the value of the above item, the subjectivity with regard to the assumptions of the management and the significant judgments and estimates that are being made for the determination of the recoverable amount, we consider the evaluation of the potential goodwill impairment as one of the most significant issues within our audit.

The disclosures of the Group and the Company with regard to the accounting policy, as well as the judgments and estimates that were utilized during the assessment of goodwill impairment are included in notes 4.7.6, 4.8.4 and 4.10.3 of the financial statements.

Our audit approach was based on the audit risk and includes, among other, the performance of the following procedures:

  • We obtained the impairment estimate that was prepared by the management and we assessed the judgments, estimates and assumptions with regard to the future cash flows, the prospective growth rates in sales value and volume, the expected growth rates as well as the discount rate used for the cash flows of the Cash Generating Units. In the context of our assessment, we utilized historic data.

  • We assessed the consistency between the years, the methods, the assumptions and the calculations which are being followed by the Group and the Company, and the extent to which the management has taken into account any events within the year and after the year end which affect the environment or the conditions and the elements which in turn affect the assumptions used or changes in business practices, accounting principles and policies that affect the calculations.

  • We assessed the adequacy and the appropriateness of the relevant disclosures in the financial statements.

Inventory Valuation

As it is presented in note 4.10.4 of the financial statements, the value of the inventory on the balance sheet of the Group and the Company on 31th December 2020, amounts to € 108,595 k. and € 49,258 k. respectively. Against these inventories balances, the Group and the Company have recognized impairment provisions of € 2,213 k. and € 1,642 k. respectively.

The Group and the Company values the inventory at the lowest price between their acquisition cost and their net residual value. The net residual value is the estimated sales price during the normal course of the Group's and Company's activities, minus the estimated cost which is deemed as necessary for the realization of the sale.

Based on the above, the Group's management performs estimates for the calculation of the provision for obsolete inventories, based on the maturity of the inventory, their movement during the year as well as the respective planning for the following period and estimation of future selling prices.

Due to the significance of the value of inventory at the year end and the management's judgments and estimates in the determination of the net residual value, we deem that the proper valuation of the inventory comprises one of the most significant issues of our audit.

The Group's and Company's disclosures regarding the accounting policy that is utilized for the valuation of the inventory is included in the notes 4.7.6, 4.8.9 and 4.10.4 of the financial statements.

Our audit approach was based on the audit risk and includes, among other, the performance of the following procedures:

  • We partially attended the process of inventory physical counting that took place at Group's and Company's warehouses in order to examine, in a sampling basis, the inventories' condition.

  • For a sample of inventory codes, we recalculated the net realizable value based on the average sales of the period as well as of the period after the end of the reporting period and we compared it with the year-end cost.

  • For inventories of a limited economic life due to maturity, we ascertained the proper calculation of the impairment provision and the appropriate presentation in the financial statements.

  • We assessed the management's estimations reviewing historical data and reports, regarding the maturity of the inventory, the write-offs and the selling prices of the inventories.

  • We assessed the adequacy and the appropriateness of the relevant disclosures in the financial statements.

Recoverability of Trade Receivables

As it is presented in note 4.10.5 of the financial statement, the value of the trade receivables in the balance sheet of the Group and the Company on 31th December 2020 amounts to € 90,952 k. and € 45,583 k. respectively. Against these trade receivables the Group and the Company have recognized impairment provisions of € 5,950 k. and € 4,256 k. respectively.

The management assesses the recoverability of the Group's and Company's trade receivables and assesses the required provision of bad debts for the expected credit losses.

The management assesses the estimated provision based on the targeted review of customer accounts taking into consideration its experience in relation to the current economic conditions as well as the guarantees which have been acquired from specific customers.

Due to the significance of the value of trade receivables and the fact that the assessment of impairment requires a significant degree of judgment from the management regarding the assessment of the ability of the client to repay, the expected collection time, the value of the warranties held and future market conditions, we consider that the recoverability of the Group's and Company's trade receivables is one of the most significant matters of our audit.

The Group's and Company's disclosures with regard to the trade receivables, the related risks such as the credit risk and the aging of trade receivables, are included in notes 4.7.6, 4.8.12 and 4.10.5 of the financial statements.

Our audit approach was based on the audit risk and includes, among other, the performance of the following procedures:

  • We obtained an understanding of the Group's process to monitor trade receivables, and of the factors considered in estimating the provision for impairment. We evaluated whether the process is in line with the relevant accounting standards.

  • We received confirmation letters from third parties for a representative sample of trade receivables and we executed procedures for the collection of the year end balances after the date of the financial statements.

  • We assessed the management's estimation regarding the recoverability of the trade receivables, taking into consideration the aging analysis, any guarantees that have been granted from the customers.

  • We obtained and reviewed the letters of the legal advisors with regard to the recoverability of the trade receivables.

  • On a sample basis, we confirmed the accuracy and completeness of the data used by the management in the calculation of expected credit losses.

  • We assessed the adequacy and suitability of the relevant disclosures in the financial statements.

Other Information

Management is responsible for the other information. The other information is included in the Board of Directors' Report, as referred to the "Report on other Legal and Regulatory Requirements" section, in the Declaration of the Board of Directors Representatives, but does not include the financial statements and our auditor's report thereon, which we obtained prior to the date of this auditor's report, and the "Corporate Responsibility & Sustainability Report", which is expected to be made available to us after this date.

Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the "Corporate Responsibility & Sustainability Report", if we conclude that there is a material misstatement therein, we are required to communicate this matter to those charged with governance and, depending on the case, to proceed in further action in compliance with relevant legislation.

Responsibilities of Management and Those Charged with Governance for the separate and consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as Management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, Management is responsible for assessing the Company's and Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless, management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.

As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit, 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 Company's and the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company and the Group. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters.

Report on Other Legal and Regulatory Requirements

1) Board of Directors' Report

Taking into consideration that management is responsible for the preparation of the Board of Directors' Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B), we note that:

a) The Board of Directors' Report includes the Corporate Governance Statement which provides the information required by Article 152 of Law 4548/2018.

b) In our opinion the Board of Directors' Report has been prepared in accordance with the applicable legal requirements of articles 150-151 and 153-154 and paragraph 1 (cases c' and d') of article 152 of Law 4548/2018 and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2020.

c) Based on the knowledge we obtained during our audit about the company "Gr. Sarantis SA" and its environment, we have not identified any material inconsistencies in the Board of Directors' Report.

2) Additional Report to the Audit Committee

Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional Report to the Audit Committee of the Company, referred to in article 11 of EU Regulation 537/2014.

3) Provision of Non-Audit Services

We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other permissible non-audit services.

4) Auditor's Appointment

We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 26/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 7 consecutive years.

449 Mesogion Av, Athens- Ag. Paraskevi, Greece Reg. SOEL: 173

Ag. Paraskevi, April 8, 2021 Certified Public Accountant

John V. Kalogeropoulos Reg. SOEL: 10741

ANNUAL FINANCIAL STATEMENTS

4. ANNUAL FINANCIAL STATEMENTS

Those responsible for the preparation of the 2019 Annual Financial Statements (01/01/2019 – 31/12/2019) are the signatories at the end of the Financial Statements.

4.1 STATEMENT OF FINANCIAL POSITION

Group Company
Amounts in € Note 31.12.2020 31.12.2019 31.12.2020 31.12.2019
ASSETS
Non-current assets 183,401,276 162,023,115 181,918,424 163,278,521
Tangible fixed assets 4.10.21 73,343,011 67,215,999 38,791,337 38,363,658
Right of use 4.10.21 14,622,686 11,960,168 5,694,264 4,603,531
Investments in Property 4.10.21 1,033,026 1,032,612 31,857 31,857
Intangible assets 4.10.21 60,381,322 51,689,682 31,436,048 21,659,829
Company goodwill 4.10.3 7,676,364 7,898,422 1,100,000 1,100,000
Deferred tax assets 4.10.12 287,378 166,767 0 0
Investments in subsidiaries, associates 4.10.2 25,649,283 21,458,228 104,633,691 97,148,691
Other long-term receivables 408,207 601,237 231,228 370,955
Current assets 251,973,162 259,525,736 119,516,988 139,064,473
Inventories 4.10.4 108,595,399 94,553,285 49,258,450 43,828,151
Trade receivables 4.10.5 90,951,747 102,486,263 45,583,265 45,734,670
Other receivables 4.10.5 6,921,480 5,124,423 3,628,334 16,708,392
Cash & cash equivalents 4.10.6 40,595,341 54,847,405 16,137,744 30,278,899
Financial assets at fair value through profit and loss 4.10.7 4,909,195 2,514,360 4,909,195 2,514,360
Total Assets 435,374,438 421,548,851 301,435,412 302,342,993
Shareholders' EQUITY:
Share capital 4.10.16 54,504,438 54,504,438 54,504,438 54,504,438
Share premium account 4.10.16 40,676,356 40,676,356 40,676,356 40,676,356
Reserves 4.10.20 17,463,998 13,751,423 141,131,347 137,114,752
Profit (losses) carried forward 157,236,105 142,339,551 -33,598,025 -35,743,113
Total Shareholders' Equity 269,880,896 251,271,767 202,714,115 196,552,433
Non controlling interest: 2,638,737 2,364,554 0 0
Total Equity 272,519,633 253,636,320 202,714,115 196,552,433
LIABILITIES
Long-term liabilities 70,635,943 52,718,198 52,619,959 42,100,833
Loans 4.10.10 48,607,624 35,000,000 44,000,000 35,000,000
Lease liabilities 10,595,268 8,768,273 3,974,856 3,245,488
Deferred tax liabilities 4.10.12 5,642,981 6,025,422 1,812,104 1,717,043
Provisions for post employment employee benefits 4.10.23 2,953,256 2,230,142 2,825,911 2,138,302
Provisions - Long-term liabilities 4.10.9 2,836,813 694,362 7,087 0
Short-term liabilities 92,218,863 115,194,332 46,101,339 63,689,728
Suppliers 4.10.8 64,800,497 65,725,156 29,662,690 31,993,865
Other liabilities 4.10.8 9,220,899 9,998,637 6,048,675 7,784,885
Income taxes - other taxes payable 5,745,599 4,871,081 2,499,440 2,264,380
Loans 4.10.10 7,805,390 30,814,535 6,000,000 20,000,000
Lease liabilities 4,646,478 3,784,924 1,890,534 1,646,597
Total Equity & Liabilities 435,374,438 421,548,851 301,435,412 302,342,993

4.2 STATEMENT OF COMPREHENSIVE INCOME

Group Company
01.01 - 31.12.2020 01.01 - 31.12.2019 01.01 - 31.12.2020 01.01 - 31.12.2019
Amounts in € Note Total Activities Total Activities Total Activities Total Activities
Revenue 4.10.1 393,375,384 370,072,778 163,893,474 149,947,139
Cost of sales 4.10.14 -244,906,347 -232,483,810 -102,892,199 -94,611,656
Gross operating profit 148,469,038 137,588,968 61,001,275 55,335,483
Income from associates 11,502,933 12,055,298 0 0
Other operating income 1,031,075 958,202 1,782,480 1,036,849
Administrative expenses 4.10.14 -18,256,703 -18,618,949 -9,360,393 -9,457,132
Distribution expenses 4.10.14 -92,685,518 -88,144,325 -45,824,213 -41,501,173
Operating profit (loss) 50,060,825 43,839,194 7,599,149 5,414,026
Financial income-expenses 4.10.15 -2,649,716 1,582,112 11,577,286 73,135,196
Gain (loss) from revaluation of fixed assets 19,057 34,321 0 -68,290
Earnings (loss) before taxes 47,430,166 45,455,627 19,176,435 78,480,932
Income tax 4.10.11 -8,083,690 -6,090,230 -699,795 0
Deferred tax 4.10.11 167,190 -549,798 -152,552 16,934
Earnings (loss) after the deduction of tax (A) 39,513,666 38,815,599 18,324,088 78,497,866
Shareholders of the parent 38,726,153 38,009,532 18,324,088 78,497,866
Non controlling interest 787,513 806,067 0 0
Other Comprehensive Income:
Items not transferred to the statement of
comprehensive income: 108,444 2,318,871 -146,891 1,114,019
Profit from revaluation of fixed assets 480,381 2,430,786 35,162 960,586
Deferred tax from revaluation of fixed assets -83,105 -265,348 0 0
Share of associates' other comprehensive income -79,915 0 0 0
Profit/Loss from actuarial study -269,648 195,351 -239,543 195,351
Actuarial study deferred tax 60,731 -46,884 57,490 -46,884
Effect from change in tax rate 0 4,966 0 4,966
Items which may be transferred in future to the
statement of comprehensive income:
-8,723,284 -349,865 0 0
Foreign exchange differences from subsidiaries abroad -8,723,284 -349,865 0 0
Other total income after taxes (Β) -8,614,840 1,969,006 -146,891 1,114,019
Total comprehensive income after taxes (A) + (B) 30,898,827 40,784,605 18,177,197 79,611,885
Owners of the parent 30,624,644 39,879,696 18,177,197 79,611,885
Non controlling interest 274,183 904,909 0 0
Earnings (loss) per share, which correspond to the
parent's shareholders for the period
4.10.17 0.5770 0.5661 0.2730 1.1691

4.3 STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Amounts in € Share Capital Share Premium Readjustments
Reserve and other
reserves
Balance of
profit / losses
Total Non
controlling
interests
Total
Balance as at 1 January 2019 54,504,438 40,676,356 10,942,261 115,801,405 221,924,459 2,704,462 224,628,921
Effect due to adoption of IFRS 16 18,722 18,722 18,722
Adjusted balances as at 1st January 2019 54,504,438 40,676,356 10,942,261 115,820,127 221,943,181 2,704,462 224,647,643
Total comprehensive income for the period
Net profit for the period 38,009,532 38,009,532 806,067 38,815,599
Other comprehensive income
Foreign exchange differences -322,452 -322,452 -27,412 -349,865
Reserve due to actuarial study 153,433 153,433 0 153,433
Asset Revaluation 2,039,184 2,039,184 126,254 2,165,438
Total other comprehensive income 0 0 2,192,617 -322,452 1,870,165 98,842 1,969,006
Total comprehensive income after taxes 0 0 2,192,617 37,687,079 39,879,696 904,909 40,784,605
Other transactions registered in Equity
Distributed dividends -10,000,037 -10,000,037 -779,843 -10,779,880
Δικαιώματα μειοψηφίας λόγω εξαγοράς ποσοστού θυγατρικής -551,074 -551,074 -464,974 -1,016,048
Formation of reserves 616,545 -616,545 0 0 0
Total other transactions 0 0 616,545 -11,167,655 -10,551,110 -1,244,817 -11,795,927
Balance as at 31 December 2019 54,504,438 40,676,356 13,751,422 142,339,552 251,271,767 2,364,554 253,636,321
Balance as at 1 January 2020 54,504,438 40,676,356 13,751,422 142,339,552 251,271,767 2,364,554 253,636,321
Total comprehensive income for the period
Net profit for the period 38,726,153 38,726,153 787,513 39,513,666
Other comprehensive income
Foreign exchange differences -8,150,524 -8,150,524 -572,760 -8,723,284
Reserve due to actuarial study -208,917 -208,917 0 -208,917
Επανεκτίμηση ακινήτων 337,847 337,847 59,429 397,277
Change from associates -79,915 -79,915 0 -79,915
Total other comprehensive income 0 0 128,930 -8,230,439 -8,101,509 -513,330 -8,614,840
Total comprehensive income after taxes 0 0 128,930 30,495,714 30,624,644 274,183 30,898,827
Other transactions registered in Equity
Purchase of treasury shares -801,481 -801,481 0 -801,481
Distributed dividends -11,214,034 -11,214,034 0 -11,214,034
Formation of reserves 4,385,125 -4,385,125 0 0 0
Change from associates 0 0
Total other transactions 0 0 3,583,644 -15,599,159 -12,015,515 0 -12,015,515
Balance as at 31 December 2020 54,504,438 40,676,356 17,463,997 157,236,106 269,880,896 2,638,737 272,519,633

4.4 STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Ποσά σε € Readjustments
Share Capital Share Premium Reserve and other
reserves
Balance of
profit / losses
Total
Balance as at 1 January 2019 54,504,438 40,676,356 72,816,477 -42,037,541 125,959,729
Effect due to adoption of IFRS 16 18,722 18,722
Adjusted balances as at 1st January 2019 54,504,438 40,676,356 72,816,477 -42,018,819 125,978,451
Total comprehensive income for the period
Net profit for the period 78,497,866 78,497,866
Other comprehensive income
Reserve due to actuarial study 153,433 153,433
Revaluation of property 960,586 960,586
Total other comprehensive income 0 0 1,114,019 0 1,114,019
Total comprehensive income after taxes 0 0 1,114,019 78,497,866 79,611,885
Other transactions registered in Equity
Formation of reserves 138,087 -138,087 0
Distributed dividends -10,000,037 -10,000,037
Formation of reserve from collected dividends 73,046,206 -73,046,206 0
Effect due to absorption 962,133 962,133
Total other transactions 0 0 63,184,256 -72,222,160 -9,037,903
Balance as at 31 December 2019 54,504,438 40,676,356 137,114,752 -35,743,113 196,552,433
Balance as at 1 January 2020 54,504,438 40,676,356 137,114,752 -35,743,113 196,552,433
Total comprehensive income for the period
Net profit for the period 18,324,088 18,324,088
Other comprehensive income
Reserve due to actuarial study -182,053 -182,053
Revaluation of property 35,162 35,162
Total other comprehensive income 0 0 -146,891 0 -146,891
Total comprehensive income after taxes 0 0 -146,891 18,324,088 18,177,197
Other transactions registered in Equity
Purchase of treasury shares -801,481 -801,481
Distributed dividends -11,214,034 -11,214,034
Formation of reserves 3,898,794 -3,898,794 0
Formation of reserve from collected dividends 12,280,207 -12,280,207 0
Total other transactions 0 0 4,163,486 -16,179,000 -12,015,515
Balance as at 31 December 2020 54,504,438 40,676,356 141,131,347 -33,598,025 202,714,115

4.5 STATEMENT OF CASH FLOWS

Group Company
Amounts in € 01.01 - 31.12.2020 01.01 - 31.12.2019 01.01 - 31.12.20201.01 - 31.12.2019
Operating Activities
Earnings / (loss) before tax (continuing activities) 47,430,166 45,455,627 19,176,435 78,480,932
Plus/minus adjustments for:
Depreciation/Amortization 12,634,766 10,909,132 6,810,518 5,769,535
Revaluation of fixed assets -19,057 -102,611 0 0
Foreign Exchange differences 1,237,331 -2,522,733 -48,201 27,499
Results (income, expenses, profits and losses) from investing activities -12,753,367 -13,289,219 -13,059,173 -74,443,281
Interest expense and related expenses 2,114,414 2,286,381 1,502,786 1,351,042
Decrease / (increase) in inventories -17,769,983 -13,913,533 -5,430,299 -5,230,986
Decrease / (increase) in receivables 5,406,415 -5,343,217 6,807,492 -4,211,566
(Decrease) / increase in liabilities (other than to banks) -337,301 3,145,906 -3,516,004 4,223,688
Less:
Interest and related expenses paid -2,134,199 -2,320,455 -1,471,978 -1,371,831
Tax paid -3,589,369 -4,439,448 0 0
Total inflows / (outflows) from operating activities (a) 32,219,817 19,865,830 10,771,577 4,595,033
Investing Activities
Acquisition/Sale of subsidiaries, associates, joint ventures and other investments -1,861,035 -706,470 -9,346,016 63,003
Purchase of tangible and intangible fixed assets -28,201,299 -13,414,308 -16,044,429 -6,762,745
Proceeds from sale of tangible and intangible assets 175,571 187,535 1,727 90,116
Interest received 170,359 135,821 691,664 27,870
Dividends received 4,914,211 8,871,502 18,219,184 16,219,262
Proceeds from grants 3,229,350 967,921 0 0
Total inflows / (outflows) from investing activities (b) -21,572,844 -3,957,998 -6,477,869 9,637,506
Financing Activities
Proceeds from borrowings 40,241,394 69,992,331 40,000,000 64,000,000
Payment of borrowings -48,944,355 -50,000,000 -45,000,000 -50,000,000
Payment of lease liabilities -4,142,210 -3,655,144 -1,684,230 -1,629,070
Payments/Procceds from owned stock -801,481 0 -801,481 0
Dividends paid towards the shareholders of the parent -10,949,153 -9,531,104 -10,949,153 -9,531,104
Dividends paid towards the non-controlling interests 0 -775,254 0 0
Total inflows / (outflows) from financing activities (c) -24,595,804 6,030,829 -18,434,863 2,839,826
Net increase / (decrease) in cash and cash equivalents (a+b+c) -13,948,830 21,938,661 -14,141,155 17,072,365
Cash and cash equivalents at beginning of period 54,847,405 32,779,766 30,278,899 11,669,266
Cash and cash equivalents of merged subsidiary 0 0 0 1,537,269
Effect from foreign exchange differences due to translation to euro -303,234 128,978 0 0
Cash and cash equivalents at the end of the period 40,595,341 54,847,405 16,137,744 30,278,899

4.6 NOTES ON THE ANNUAL FINANCIAL STATEMENTS

4.6.1 The Company

Gr. Sarantis SA (the Company) has the legal form of a société anonyme and is the parent company of the Gr. Sarantis SA Group (the Group).

The Company's domicile is located at 26 Amarousiou – Chalandriou Street, Marousi Greece, The Company's central offices are also located at the same address.

The shares of Gr. Sarantis SA are listed on the main market of the Athens Exchange.

4.6.2 Group's Structure

The Group's companies, which are included in the consolidated financial statements, are the following:

Group Structure
Company Domicile Direct
Participation
Percentage
Indirect
Participation
Percentage
Total
Full Consolidation Method
GR. SARANTIS S.A. GREECE PARENT
SARANTIS BULGARIA LTD BULGARIA 100.00% 0.00% 100.00%
SARANTIS ROMANIA S.A. ROMANIA 100.00% 0.00% 100.00%
SARANTIS BELGRADE D.O.O SERBIA 100.00% 0.00% 100.00%
SARANTIS BANJA LUKA D.O.O BOSNIA 0.00% 100.00% 100.00%
SARANTIS SKOPJE D.O.O NORTH MACEDONIA 0.00% 100.00% 100.00%
SARANTIS POLSKA S.A. POLAND 100.00% 0.00% 100.00%
POLIPAK SP.Z.O.O. POLAND 0.00% 80.00% 80.00%
SARANTIS CZECH REPUBLIC sro CZECH REPUBLIC 100.00% 0.00% 100.00%
SARANTIS HUNGARY Kft. HUNGARY 100.00% 0.00% 100.00%
ΖΕΤΑFIN LTD CYPRUS 100.00% 0.00% 100.00%
ΖΕΤΑ COSMETICS LTD CYPRUS 0.00% 100.00% 100.00%
WALDECK LTD CYPRUS 0.00% 100.00% 100.00%
ELODE FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS PORTUGAL Lda PORTUGAL 100.00% 0.00% 100.00%
ASTRID TM A.S. CZECH REPUBLIC 100.00% 0.00% 100.00%
SARANTIS SLOVAKIA S.R.O SLOVAKIA 0.00% 100.00% 100.00%
IVYBRIDGE VENTURES LTD CYPRUS 90.00% 0.00% 90.00%
SARANTIS UKRAINE LLC UKRAINE 100.00% 0.00% 100.00%
ERGOPACK LLC UKRAINE 0.00% 90.00% 90.00%
HOZTORG LLC RUSSIA 0.00% 90.00% 90.00%
Equity Consolidation Method
ΕLCA COSMETICS LTD CYPRUS 0.00% 49.00% 49.00%
ESTEE LAUDER HELLAS S.A. GREECE 0.00% 49.00% 49.00%
ΕSTEE LAUDER BULGARIA EOOD BULGARIA 0.00% 49.00% 49.00%
ESTEE LAUDER ROMANIA S.A. ROMANIA 0.00% 49.00% 49.00%

SANECA TRADE CZ S.R.O. was absorbed by SARANTIS CZECH REPUBLIC S.R.O. in January 2019.

GR SARANTIS CYPRUS LTD was absorbed by the parent company GR. SARANTIS SA on December 30, 2019.

In September 2019, the company acquired an additional 10% of POLIPAK SP.Z.O.O, resulting in the Group owning 80% of the shares.

Business activity

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

The Group's basic activities have not changed since the previous year.

4.7 BASIS FOR THE PREPARATION OF THE INTERIM CONDENSED 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.

4.7.2 Basis for the preparation of the financial statements

The consolidated and parent financial statements of "GR. SARANTIS SA" have been compiled on the basis of the "going concern" principle as well as on the basis of the historical cost principle, apart from the financial assets at fair value through results, available for sale, which based on the requirements of IFRS are recorded at fair value.

4.7.3 Approval of financial statements

The annual consolidated financial statements have been approved by the Company's Board of Directors on April 8 th 2021 and are subject to the approval of the Annual Shareholders General Meeting.

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 1st 2020 to December 31st 2020.

4.7.5 Presentation of the financial statements

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

4.7.6 Significant judgments and estimations by Management

The Group and the Company make estimates and assumptions related to the future. Therefore these estimates will rarely be identical to actual events. Estimates and assumptions that involve a significant revaluation risk in the book value of assets and liabilities in the subsequent period are reported below.

Estimates and assumptions are continually revalued and rely on past evidence and experience as adjusted in line with current market conditions and other factors including expectations for future events that are considered reasonable under current circumstances. The actual results may differ from the above estimates under different assumptions or conditions. Significant accounting estimates and assumptions relating to future and other principal sources of uncertainty at the date of preparation of the financial statements that present a significant risk of causing material adjustments to the book values of assets and liabilities in the next financial year are as follows:

Impairment of goodwill

The Group and the Company assess whether there is impairment of goodwill at least on an annual basis. Therefore, it is necessary to estimate the value in use of each cash-generating unit to which goodwill has been allocated. Estimated value in use requires the Group and the Company to estimate the future cash flows of the cash-

generating units and to select the appropriate discount rate, based on which the present value of the future cash flows will be determined. An analysis of impairment testing is included in note 4.10.3.

Estimation of the useful life of assets

The Group and the Company value the useful lives of tangible and intangible fixed assets. These estimates shall be reviewed at least on a yearly basis taking into account new circumstances and market conditions.

Own used assets

With respect to land and plots, fair value is determined by approved independent appraisers based on international rules and guidelines (e.g. RICS Valuation - Professional Standards 2017), taking into account comparative evidence of recent or past real estate prices in the wider real estate area as well as its specific features such as location, size, quality construction and maintenance status. These estimates are reassessed, particularly due to the COVID-19 pandemic, at regular intervals.

Investment property

The fair value determination is carried out by approved independent appraisers based on international rules and guidelines (e.g. RICS Valuation - Professional Standards 2017), taking into account comparative evidence of recent or past real estate prices in the wider real estate area as well as its specific features such as location, size, quality construction and maintenance status. These estimates are reassessed on at least a yearly basis, or sooner due to the COVID-19 pandemic.

Assets with right of use

The Group's most significant estimates regarding right of use assets relate to: the determination of the existence of leases in specific transactions, the terms of renewal of leases and the determination of the discount rate.

Provision for income tax

The income tax provision under IAS 12 "Income Taxes" relates to the amounts of taxes that are expected to be paid to the tax authorities and includes the provision for current income tax and the provision for any additional taxes that may arise as a result of control by the tax authorities. Group companies are subject to different income tax laws and therefore significant management assessment is required to determine the Group's income tax income. Income tax expense may differ from these estimates due to future changes in tax legislation, significant changes in the laws of the countries in which the Group and the Company operate or unforeseen consequences from the final determination of the tax liability of each fiscal year by the tax authorities .These changes may have a significant impact on the Group's and Company's financial position. In the event that the resulting additional taxes are different from the amounts initially recorded, these differences will affect income tax and deferred tax provisions in the use that has been made to determine tax differences.

Deferred tax receivables

Deferred tax assets and liabilities are recognized in the event of temporary differences between the book value and the tax base of assets and liabilities using the tax rates that have been enacted and are expected to apply in the periods when those differences are expected to be eliminated. Deferred tax receivables are recognized for all deductible temporary differences and tax losses transferred to the extent that it is probable that taxable profit will be available and will be used against the deductible temporary differences and the transferred unused tax losses. The Group and the Company take into account the existence of future taxable income and follow a continuous conservative tax planning strategy in assessing the recovery of deferred tax receivables. Accounting estimates related to the deferred tax receivables require the management to make assumptions about the timing of future events, such as the probability of expected future taxable income and the available tax planning capabilities.

Inventories

Inventories are valued at the lower of their acquisition cost and their net realizable value. Net realizable value is the estimated selling price in the ordinary course of business of the Group companies less the estimated cost necessary

to make the sale. The management of the Group makes estimates for the calculation of any provision for impairment of inventories, including, but not limited to, the maturity of inventories, their movement through use, planning for the next period, and an estimate of the future selling price.

Provisions for expected credit losses from customer receivables and contract assets

The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses, according to which the provision for impairment is always measured at the amount of the expected credit losses over the life of the receivables from customers. At each balance sheet date, the historical percentages used and the estimates of the future financial situation are updated.

The correlation between the historical data, the future financial situation and the expected credit losses includes significant estimates. The amount of expected credit losses depends to a large extent on the changes in the conditions and forecasts of the future financial situation. In addition, past experience and forecasts for the future may not lead to conclusions indicative of the actual amount of customer default in the future. Additional analysis is included in Note 4.10.5.

Liabilities in relation to post-employment benefits

The present value of the pension benefits of defined benefit plans is based on a number of factors identified using actuarial methods and assumptions. Such actuarial assumptions are the discount rate used to calculate the cost of provision and the rate of wage increases. Any changes in these assumptions will affect the balance of pension liabilities. The Company determines the appropriate discount rate at the end of each financial year. This is defined as the interest rate that should be used to determine the present value of future cash flows that are expected to be required to meet pension plan liabilities. In determining the appropriate discount rate, the Company uses the interest rate on low-risk corporate bonds that are converted into the currency in which the liability will be paid and whose maturity date is close to that of the relevant pension liability. Additional analysis is included in note 4.10.23.

Business combinations

When acquiring a company, the fair value and useful life of the acquired tangible and intangible assets are determined, where estimations are required. Future events could cause changes in the assumptions used by the Group, which could have an impact on the Group's results and equity.

Contingent liabilities

The Group and the Company are involved in various disputes and legal proceedings. The Group and the Company review the status of each significant case on a periodic basis and evaluate the potential economic risk, based on the views of legal advisers. If the potential loss from any litigation or legal case is considered probable and the amount can be estimated reliably, the Group and the Company calculate a provision for the estimated loss. Both the determination of the probability and the determination of whether the risk can be reliably estimated require the management's judgment to a significant degree. When additional information becomes available, the Group and the Company reconsider the probable liability for outstanding litigation and legal affairs and may review the estimates of the probability of an adverse effect and the related estimate of potential loss. Such revisions to the estimates of the probable liability may have a material effect on the Group's and Company's financial position and results.

Estimates on the impact of the COVID-19

The exponential COVID-19 spread and its declaration by WHO as a pandemic, is an unexpected global challenge with an uncertain course.

The Group responded with flexibility and sensitivity, supported by its people, despite the continuous challenges across the Group's countries.

Sarantis Group, with an utmost sense of responsibility, closely monitors the recent developments and responds appropriately at all levels, having prepared a specific coronavirus action plan, according to the evolution of the pandemic across its geographical region.

Since the beginning of the COVID-19 outbreak, set out its key priorities:

Ensuring the protection and safety of employees, customers, partners, consumers, as well as the ongoing support of social groups in need, especially those at the forefront of the pandemic and caring for those affected.

Since the beginning of 2020, when the virus started to spread worldwide, the Group enacted a special management team and precautionary measures in line with each state's government in which it operates and in accordance with the official WHO's guidelines.

In Greece, a special coronavirus protection policy was enacted which includes remote working, suspension of both professional and personal travel, cancellation of both internal and external events, the headquarters' decontamination and special health guidance. In the other countries of its operation, the Group aligned with the precautionary measures taken by the authorities and implemented remote work and further specific protection measures.

Since then, the Group maintains safety and hygiene measures across its facilities and adapts according to the restrictive measures imposed by governments and relevant authorities in the countries of its operation, as the pandemic is still evolving.

In addition, the Group's contribution to the society was intensified during the pandemic, focusing on strengthening the health sector and supporting those in need in the Group's countries, through product and monetary donations, as well as donations in-kind to hospitals, nursing homes, NGOs and other socially vulnerable groups.

Moreover, during the quarantine period, we offered internally information on the pandemic and health & wellbeing promotion services [eg. healthy nutrition habits within the quarantine, alternative proposals of leisure entertainment like seminars, online theaters, online books, online tours, etc].

Implementing contingency and business continuity plans in order to safeguard production plants and enable the Group's supply chain to remain fully operational in order to ensure the uninterrupted business continuity and the continuous supply of high-demand products to the market.

As the needs of the consumers turned to specific product categories, the Group ensured its ability to respond to increased demand for specific product categories, such as home care and personal hygiene products as well as food supplements.

In addition, the Group entered into the production of antibacterial products, in the hand cleansing category, in order to meet the high demand for these products.

Maintenance of financial resilience and implementation of the Group's strategic plan in order to support the Group's further growth.

Amidst this extraordinary environment, and as the Group's priorities remained focused on the health & safety of its employees and the society and its uninterrupted business continuity, the Group managed to maintain a solid financial position and free cashflow generation, while executing its investment plan and creating further value to all stakeholders.

During 2020, investments realized relate to new product development, upgrading machinery equipment, expanding production capacity, while a dividend payment was done to the shareholders of the Company.

The Group's agility and ability to respond to unpredictable consumption trends, increased demand for certain product categories, and deal with unprecedent challenges posed by the COVID-19 crisis, is reflected in the Group's robust 2020 performance which is characterized by increased sales, increase in earnings and strong cashflow generation.

While the outlook for the global economy in 2021 remains uncertain and the vaccination process is in process, the management is encouraged by the Group's resilient performance and sets out the plans for the future behind its strategic priorities. More specifically, the management will continue to pursue its long-term goals in order to bring further top line growth, further improvement on profit margins and cashflow generation, supporting this way the business and returning value to its shareholders.

The Group's strong capital base, low net debt and strong cash flows, provide safety and the support necessary to mitigate any potential negative impact, enabling it to continue as a going concern.

4.7.7 Significant Accounting Policies

The significant accounting policies that were adopted in the preparation of the financial statements of the Group are presented in the note 4.8. The policies are applied on a consistent manner for all annual periods unless it is stated otherwise.

a. New Accounting Standards, amendments of standards and Interpretations applied in the financial statements

IFRS IASB Effective Date
IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors (Amendment – Definition of Material)
1 January 2020
IFRS 3 Business Combinations (Amendment – Definition of Business) 1 January 2020
Conceptual Framework for Financial Reporting (Amendments to References to the
Conceptual Framework in the IFRS Standards)
1 January 2020
IBOR Reform and its Effects on Financial Reporting – Phase 1 1 January 2020
Covid-19-Related Rent Concessions – Amendment to IFRS 16 1 June 2020

Only the application of amendments to IFRS 16: COVID-19 Related Rent resulted in changes in the accounting applied by the Group.

Other new and amended standards and Interpretations issued by the IASB that will apply for the first time in the next annual financial statements are not expected to impact the Group or are not relevant to the Group's and the Company's activities.

b. Changes in accounting policies

Amendments to IFRS 16: COVID-19-Related Rent Concessions

Effective 1 June 2020, IFRS 16 was amended to provide a practical expedient for lessees accounting for rent concessions that arise as a direct consequence of the COVID-19 pandemic and satisfy the following criteria:

a) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • b) The reduction is lease payments affects only payments originally due on or before 30 June 2021; and
  • c) There are is no substantive change to other terms and conditions of the lease.

Rent concessions that satisfy these criteria may be accounted for in accordance with the practical expedient, which means the lessee does not need to assess whether the rent concession meets the definition of a lease modification. Lessees apply other requirements in IFRS 16 in accounting for the concession.

Accounting for the rent concessions as lease modifications would have resulted in remeasuring the lease liability to reflect the revised consideration using a revised discount rate, with the effect of the change in the lease liability recorded against the right-of-use asset.

The Company and the Group have elected to utilize the practical expedient for all rent concessions that meet the criteria. The practical expedient has been applied retrospectively, meaning it has been applied to all rent concessions that satisfy the criteria, which occurred from March 2020 to December 2020.

By applying the practical expedient, the Company and the Group is not required to determine a revised discount rate and the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

The effect of applying the practical expedient is €140,251.

c. New Accounting Standards, amendments of standards and Interpretations that are mandatorily applied in subsequent periods

Mandatorily effective for
periods beginning on or after
IBOR reform and its effects on financial report – phase 2 1 January 2021
Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9 1 January 2021
Annual Improvements to IFRSs - 2018-2020 cycle 1 January 2022
IAS 16 Property, Plant and Equipment (Amendment – Proceeds before
Intended Use)
1 January 2022
IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment –
Onerous Contracts – Cost of Fulfilling a Contract)
1 January 2022
IFRS 3 Business Combinations (Amendment – Reference to the Conceptual
Framework)
1 January 2022
IFRS 17 Insurance Contracts 1 January 2023
IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors (Amendment – Classification of
Liabilities as Current or Non-current)
1 January 2023

These standards and interpretations are not expected to have a material impact on the financial statements once adopted.

4.8 BASIC ACCOUNTING PRINCIPLES

4.8.1 Consolidation

4.8.1.1 Subsidiaries

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

Subsidiaries 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.

The accounting method of the acquisition is used for the accounting entries of the subsidiaries' acquisition by the Group. The acquisition cost is calculated as the fair value of assets acquired, liabilities assumed or existing and financial products issued during the transaction date. Expenses related to the acquisition are registered in the results. The assets acquired, the liabilities and contingent liabilities assumed during a business combination are initially recognized at fair value during the acquisition date. According to the case, the Group recognizes the value of the minority interest either at fair value or as a percentage of the 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 date of a previous participation and the Group's share in the net assets acquired, is booked as goodwill. If this value is less than the fair value of net assets acquired, the difference is registered directly in the results.

Transactions between group companies and unrealized profit related to transactions between Group companies are eliminated. Unrealized losses are also eliminated. The accounting principles of subsidiaries have been amended when necessary in order to conform to the accounting principles of the Group. In the financial statements of the parent company, investments in subsidiaries are valued at acquisition cost minus any cumulative impairment loss.

4.8.1.2 Investments in associate companies

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

Investments in associates are initially recognized at cost and are subsequently valued using the equity method for consolidation purposes. Goodwill is included in the book cost of the investment and is examined for impairment as part of the investment.

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

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

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 recognized in the group's consolidated 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 participation. No effect in the net result or equity is recognized in the context of such transactions.

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.

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

4.8.1.3 Joint agreements

Investments in joint arrangements are classified as joint activities or joint ventures and their classification depends on the contractual rights and obligations of each investor.

The Group assessed the nature of the joint arrangements' investments and decided that they form joint ventures. The joint ventures are accounted based on equity method. Based on the equity method, participations in joint ventures are recognized initially at the acquisition cost and adjusted to the Group's share on operating profit (or loss) and on the total other joint venture's profits.

Where the Group's share of the losses of a joint venture is equal or greater than that of the participation in the joint venture, the Group does not recognize any further losses unless it has incurred obligations or has made payments for the joint venture's account.

Non-realized profits from transactions among the Group and the joint-ventures are eliminated according to the participation share of the Group in the joint ventures. Non-realized losses are also eliminated, unless there is evidence from the transaction for the impairment of the assets that have been transferred. In the Company's separate financial statements, the participations in joint ventures appear in the acquisition cost minus any impairment losses, if any.

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.

Profit and losses from foreign exchange difference, which arise from the settlement of such transactions during the 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.

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

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 €. The assets and liabilities have been 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 equity reserve.

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 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.

For the breakdown per operating segment, the following have been taken into 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 financial statements.

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.

4.8.5 Intangible assets

Intangible assets of the group are initially recognized at acquisition cost. Following the initial recognition, intangible 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.

The amortization of the intangible fixed assets is calculated with the straight line method along their economic life, depending on the utilization time of the intangible assets and varies between 3 and 50 years.

Intangible assets mainly include the acquired software used in production or management as well as trademarks and other rights.

4.8.6 Tangible assets

Tangible assets are recognized at the acquisition cost including 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 extent 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 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.

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

The fair value of land-plots and buildings is defined periodically by an independent evaluator. These revaluations are performed at regular intervals to ensure that the carrying amount does not differ materially from that determined using the fair value at the end of the reporting period. When the book values of the plots and buildings exceed their fair value, the difference (impairment) is initially recorded in a reduction of the formed reserve of fair value (if it exists for the respective fixed asset) which is reflected in the equity accounts. Any impairment loss arising in addition to the accumulated provision for that asset is recognized immediately as an expense in the income statement.

On 31/12/2020, a valuation was carried out by an approved appraiser for buildings and land plots in the Company as well as the Company's subsidiaries in Poland and Ukraine.

The mechanical equipment and other tangible fixed assets are presented at acquisition cost minus accumulated depreciations and possible impairment losses.

The depreciations of tangible fixed assets are calculated with the straight line method during their useful life, which is as follows:

Buildings from 10 to 60 years
Mechanical Equipment from 8 to 10 years
Vehicles from 4 to 10 years
Other Equipment from 3 to 20 years

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-up rate of future economic benefits incorporated in an asset have changed, the changes are accounted for as changes in accounting estimations.

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 amount, the assets or cash flow creation units are impaired to the recoverable amount. The recoverable amount of the mechanical equipment and other equipment is the largest between their net sales price and their value in use. For the calculation of the value in use, the expected future cash flows are discounted to present value 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 exceed their recoverable value, the difference (impairment) is recognized directly as an expense in the profit and loss account.

4.8.7 Investments in Property

The investments in property include privately owned land plots and buildings, which are possessed by the Company with the objective to receive lease payments or / and to generate capital gains. The investments in property are initially recorded at their acquisition cost, which also includes the transaction costs. In a following stage, the investments in property are recorded at fair value, with any differences being recognized in the profit and loss account.

On 31/12/2020, a valuation was carried out by an approved appraiser and according to specific guidelines and rules.

4.8.8 Impairment of non financial assets

Assets with an indefinite useful economic life are not depreciated and are subject to impairment reviews annually and 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 goodwill that have suffered impairment are re-assessed for possible reversal of the impairment during each balance sheet date.

4.8.9 Inventories

The cost of inventories is defined using the weighted average method, and includes all the expenses realized in order to 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.

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.

4.8.10 Financial instruments

Financial assets are classified at initial recognition and subsequently measured at amortized cost, at fair value through other comprehensive income and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the contractual characteristics of the cash flows of the financial asset and the business model of the Company and the Group for their management. With the exception of trade receivables that do not contain a significant financial component, the Company and the Group initially measure financial assets at their fair value plus, in the case of a financial asset not valued through profit or loss, transaction costs. Receivables from customers that do not have a significant financial component are valued at the transaction price determined in accordance with IFRS 15.

In order for a financial asset to be classified and measured at amortized cost or at fair value through total income, cash flows that are "exclusive capital and interest payments (SPPIs)" of the original capital must be obtained.

The Company's and Group's business model for managing financial assets refers to the way in which it manages its financial capabilities to generate cash flows. The business model determines whether cash flows arise from the collection of contractual cash flows, the sale of financial assets, or both.

The purchase or sale of financial assets that require the delivery of assets within a timeframe specified by a regulation or a contract on the market is recognized on the trade date meaning on the date on which the Company commits to purchase or sell the asset.

For the purpose of subsequent measurement, financial assets are classified in the following categories:

(a) Financial assets measured at fair value through profit or loss

(b) Financial assets at amortized cost

(c) Financial assets measured at fair value through total income without recycling of cumulative gains and losses on de-recognition

(a) Financial assets that are measured at fair value through profit or loss

Financial assets valued at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future. Derivatives, including embedded derivatives, are also classified as held for trading, unless defined as effective hedging instruments. Financial assets with cash flows that are not only capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model.

(b) Financial assets at amortized cost

The Company and the Group measure financial assets at amortized cost if both of the following conditions are met: (a) the financial asset is retained in a business model in order to hold financial assets for the collection of contractual cash flows; and (b) the contractual clauses of the financial asset generate cash flows on specific dates that consist only of capital and interest payments on the balance of the original capital.

Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

(c) Financial assets classified at fair value through total income

Upon initial recognition, the Company and the Group may choose to irrevocably classify its equity investments as equity instruments at fair value through total income when they meet the definition of equity in accordance with IAS 32 Financial Instruments: Presentation and not held for trading purposes. Classification is determined by financial instrument.

Profits and losses from these financial assets are never recycled to profits or losses. Dividends are recognized in the income statement when the payment entitlement has been established, unless the Company benefits from such income as a recovery of part of the cost of the financial asset, so that the gains are recognized in the statement of comprehensive income. Equity instruments measured at fair value through total income are not subject to an impairment test.

A financial asset is derecognized primarily when:

  • The rights to receive cash flows from the asset have expired, or
  • The Company and the Group have transferred their rights to receive cash flows from the asset or have undertaken to fully pay the cash flows received without significant delay to a third party under a pass-through agreement and either (a) the Company and the Group have transferred substantially all the risks and rewards of the asset or (b) the Company and the Group have not transferred or held substantially all the risks and estimates of the asset but have transferred the control of the asset.

When the Company and the Group have transferred the rights to receive cash flows from an asset or have entered into a transfer agreement, they assess whether and to what extent they own the risks and rewards of ownership.

When the Company and the Group have not transferred or hold substantially all the risks and rewards of the asset and have not transferred ownership of the asset, they continue to recognize the transferred asset to the extent of its continued involvement. In this case, the Company and the Group also recognize any relevant obligation. The transferred asset and the related liability are valued on the basis of the rights and obligations that the Company and the Group hold.

Further disclosures about impairment of financial assets are also provided in the following notes:

  • Disclosure of important assumptions
  • • Customers' receivables

4.8.11 Offsetting of financial instruments

Financial assets and liabilities are offset and presented in the statement of financial position in the statement of financial position if there is a legal right to offset the amounts recognized and, in addition, if it is intended to clear the net amount, i.e. fixed assets and liabilities to be offset at the same time

4.8.12 Trade receivables

Receivables from customers are recognized when there is an unconditional right to receive the consideration for the client's contractual obligations to the entity. A contract asset is recognized when the Company and the Group have satisfied their obligations to the customer before the customer pays or before the payment is due, for example when the goods or services are transferred to the customer prior to the Company's right and also the Group's right to issue an invoice. Receivables from customers on credit are initially recognized at their fair value, which corresponds to the nominal value, net of impairment losses.

Regarding non-doubtful trade receivables, the Company and the Group apply the simplified approach of IFRS 9 and calculate the expected credit losses over the life of the receivables. For this purpose, the Group uses a maturity forecast table based on the historical data for credit losses, adjusted for future factors in relation to borrowers and the economic environment. The bad debts are evaluated one by one for the calculation of the relevant provision. The amount of the provision is recognized in the statement of comprehensive income.

4.8.13 Cash & cash equivalents

Cash & cash equivalents include cash in banks and in hand, as well as short-term highly liquid investments such as 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.

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 amount (net of relevant expenses) and the repayment 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 postpone payment for at least 12 months following the balance sheet date.

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 inception of the lease at the lower value between the fair value of 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 balance of the liability. The corresponding liabilities from leases, net of financial expenses, are presented in liabilities. The part of the lease's financing cost that refers to interest, is recognized in the results throughout the lease period in a way that assures a fixed rate on the balance of the liability 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 all the risks and benefits of ownership are maintained by the lessor, are classified as operating leases. The lease payments of an operating lease (net of any incentives offered by the lessor) are registered proportionately in the results throughout the duration of the lease period.

4.8.17 Employee benefit

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.

4.8.17.2 Liabilities due to retirement

The group has both defined benefits and defined contribution schemes, according to the conditions and practices in place in the countries where the Group is active.

The defined benefits schemes define a specific amount as pension payment / benefit, which an employee will receive at in his / her retirement. Typically, this depends on a variety of factors such as age, length of service and compensation.

Defined benefits scheme is defined a pension plan where within its framework the Group makes fixed contributions and there is no legal or monetary liability to pay additional contributions in the event that the Fund's merits are insufficient to compensate for the employees' benefits for the current period and the previous periods.

The liability regarding the defined benefit schemes that is recognized in the financial position statement is the present value of the commitment for the defined benefit at the date of the preparation of the financial statements, less the fair value of the assets of the scheme (if any). The commitment of the defined benefit is calculated annually from an independent actuary using the recommended credit unit's method. The present value of the commitment for the defined benefit is calculated by the discount of future cash outflows using the interest rates of the highrated treasury bills, which are denominated in the currency at which the benefit will be paid and which have a duration that relates to the duration of the related retirement obligation.

The Group recognizes in income statement the current cost of service and net financial income or expense. Revaluations, which are consisted of actuary profits or losses, are recognized immediately in the financial position statement with the relative debit or credit of the retained earnings through the other comprehensive income of the period realized. The reassessments are not reclassified at the results of subsequent periods.

For defined benefits schemes the Group pays contributions to the social security funds of the State at obligatory base. The Group does not have any other obligation to pay if it has paid its contributions. The contributions are

recognized as personnel expenses when due. Contributions that are pre-paid are recognized as an asset if there is a chance to reimburse the money or to set-off with new obligations.

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 during the period when the option is provided. The conditions not related 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 number of stock options expected to be exercised. It recognizes the effect of the revision of initial estimations in the results with a corresponding adjustment of equity.

4.8.18 Recognition of income

Under IFRS 15, revenue is recognized in the amount that the group expects to be entitled to in exchange for the transfer of the goods or services to a customer.

Revenue is defined as the amount that an entity expects to be entitled to receive in exchange for the goods or services it has transferred to a client, except for amounts collected on behalf of third parties (value added tax, other sales tax). Variable amounts are included in the consideration and are calculated using either the "expected value" method or the "most likely amount" method.

The Group recognizes revenue when (or as it) meets the obligation to execute a contract by transferring the goods or services promised to the customer. The customer acquires control of the good or service if the customer is able to direct the use and derive virtually all the economic benefits from that good or service. Control is passed over a period or at a specific time.

Revenue from the sale of goods is recognized when the control of the good is transferred to the customer, usually upon delivery, and there is no unfulfilled obligation that could affect the acceptance of the good by the customer.

The Group is active in the production and distribution of consumer products. The main products of the Company and the Group are perfumes, personal care products, sunscreen products, hair care products as well as food packaging products, plastic garbage bags and household cleaning products. Net proceeds from sales are measured at the fair value of the consideration received or receivable and are declared net of discounts on sales and the consideration paid to customers. These are, in particular, incentives to promote sales which are recorded as deductions from sales.

The customer receivable is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations performed to the customer. A contract asset is recognized when the Company and the Group have satisfied their obligations to the customer before the customer pays or before the payment is due, for example when the goods or services are transferred to the customer prior to the Company's right and Group to issue an invoice.

The contractual obligation is recognized when the Company and the Group receive a consideration from the client (prepayment) or when it retains the right to a price that is unconditional (deferred income) before performing the obligations of the contract and the transfer of the goods or services. The contractual obligation is de-recognized when the contractual obligations are executed and the income is recorded in the income statement.

Classification of revenue is as follows:

i. Sales of goods

Sales of goods are recognized when the Group delivers the property and risks associated with the ownership of the goods to the customers, the goods are accepted by them and the collection of the receivable is reasonably assured.

ii. Interest income

Interest income is recognized on a time proportion basis using the effective interest rate.

iii. Rental income

Receivables from rentals are recognized in the income statement on the basis of the rental amount corresponding to the period under review.

iv. Income from Dividends

Dividends are recognized as income when the right to receive the dividend is established.

4.8.19 Government grants

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

  • ➢ There is reasonable certainty that the company has complied or will comply to the conditions of the grant and
  • ➢ 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 statements but are disclosed if the inflow of economic benefits is probable.

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 statements on the date when the distribution is approved by the General Shareholders' Meeting.

4.8.22 Current and deferred taxation

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

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.

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 respective tax base. Deferred income tax is not recorded if such results from the initial recognition of an asset or liability in a transaction, apart from a business combination, which did not affect the accounting or the tax profit or loss when realized. Deferred tax is defined according 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.

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. Deferred tax assets and liabilities are offset only when the law permits the offsetting of tax assets and liabilities and given that the deferred tax assets and liabilities arise from the same tax authority on one entity that is taxed or on different entities when the settlement is intended to take place through offsetting.

4.8.23 Reclassification of items

During the current period, the Group reclassified items for better information. As a result of this reclassification, some comparative data of the company and the consolidated statement of financial position and comprehensive income respectively of the previous year were adjusted to cover the changes in the presentation of the current year.

More specifically, in the Statement of Financial Position, the item Transitional Assets, in the current year is shown in Other receivables and the item Transitional liabilities in the current year is displayed within Other liabilities.

Respectively, in the Statement of comprehensive income, the item Income from Associates in the current year is shown separately.

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 "shortterm and long-term debt" as presented in the Statement of Financial Position) minus "Cash and cash equivalents", "Financial assets available for sale" and "financial assets at fair value through the profit and loss". The calculation of net debt does not include the purchase of treasury shares. Total employed capital is calculated as "Shareholders' Equity" as presented in the statement of financial position plus net debt. The leverage ratio on 31 December 2020 and 31 of December 2019 respectively was as follows:

Group
Amounts in € 31.12.2020
31.12.2019
Total Debt 56,413,014 65,814,535
Minus
Cash & cash equivalents -40,595,341 -54,847,405
Financial assets at fair value through profit and loss -4,909,195 -2,514,360
Net Debt 10,908,477 8,452,770
Shareholders' Equity 269,880,896 251,271,767
Total Employed Capital 280,789,373 259,724,536
Leverage Ratio 3.88% 3.25%

4.9.2 Financial Instruments

The Group's financial instruments mainly consist of bank deposits, bank overdrafts, trade debtors and creditors, investments in securities, other liabilities.

The financial assets and liabilities during the date of the financial statements can be classified as follows:

Amounts in € Group Company
Non-current assets 31.12.2020 31.12.2019 31.12.2020 31.12.2019
Other long-term receivables 408,207 601,237 231,228 370,955
Total 408,207 601,237 231,228 370,955
Current assets
Trade receivables 90,951,747 102,486,263 45,583,265 45,734,670
Other receivables 6,921,480 5,124,423 3,628,334 16,708,392
Cash & cash equivalents 40,595,341 54,847,405 16,137,744 30,278,899
Financial assets at fair value through profit and loss 4,909,195 2,514,360 4,909,195 2,514,360
Total 143,377,763 164,972,451 70,258,538 95,236,322
Long-term Liabilities
Loans 48,607,624 35,000,000 44,000,000 35,000,000
Lease liabilities 10,595,268 8,768,273 3,974,856 3,245,488
Provisions and other long-term liabilities 2,836,813 694,362 7,087 0
Total 62,039,705 44,462,634 47,981,943 38,245,488
Short-term Liabilities
Loans 7,805,390 30,814,535 6,000,000 20,000,000
Lease liabilities 4,646,478 3,784,924 1,890,534 1,646,597
Suppliers 64,800,497 65,725,156 29,662,690 31,993,865
Other liabilities 9,220,899 9,998,637 6,048,675 7,784,885
Total 86,473,264 110,323,251 43,601,899 61,425,347

4.9.3 Definition of fair values

The following table presents the fixed assets measured at fair value, according to the measurement method. The different categories are as follows:

• Published market prices (without amendment or adjustment) for the financial assets traded in active money markets (level 1)

• Measurement or valuation techniques based directly on publicized market prices or calculated indirectly from publicized market prices for similar instruments (level 2).

• Measurement or valuation techniques that are not based on available information from current transactions in active money markets (level 3).

The financial assets measured at fair value during 31 December 2020, are as follows:

Assets Group
Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 50,122,842 0 50,122,842
Investments in Property 0 1,033,026 0 1,033,026
Financial Assets at Fair Value through Profit and Loss 4,909,195 0 0 4,909,195
Assets Company
Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 28,295,136 0 28,295,136
Investments in Property 0 31,857 0 31,857
Financial Assets at Fair Value through Profit and Loss 4,909,195 0 0 4,909,195

The fair value of own- use tangible fixed assets and investments in property is carried out by approved appraiser based on international rules and standards, taking into account comparative data of recent or past realized real estate prices in the wider real estate area if they exist or with the method of amortized replacement cost (DRC) as well as its special characteristics such as location, size, construction quality and maintenance condition.

The fair value of fixed assets traded on active markets (i.e. derivatives, equity, bonds, mutual funds), is defined based on the published prices in effect during the end of the reporting period. A market is considered "Active" when there are 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.

The fair value of fixed assets not traded on active markets (i.e. over the counter derivative contracts) is defined 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 level 2.

If the valuation techniques are not based on available market information, then the financial instruments are included in level 3.

4.9.4 Foreign exchange risk

The Group operates in an environment characterized by relatively high foreign exchange risk given that almost 65% of the 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 moment has not taken any measures against the foreign exchange risk due to the lack of appropriate hedging tools.

On 31 December 2020, if the euro had depreciated by 5% against the following currencies, with all other variables remaining constant, the effect on the statement of comprehensive income and on the equity of the Group for each currency separately, would be as follows:

Impact P&L Equity
PLN 512,673 2,251,485
RON 332,288 1,000,193
YUD 121,621 1,442,599
UAH 41,954 915,849
HUF 34,478 230,117

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

4.9.5 Interest Rate Risk

The Group's objective is to achieve an optimal balance between borrowing cost and the potential effect of interest rate 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 Group policy to continuously review interest rate trends along with its 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-term borrowing arrangements, is generally determined as the inter-bank offering rate at the borrowing date plus a pre-set margin. The mix of fixed-rate debt and variable-rate debt is managed within Group policy guidelines. In case of an interest rate increase, the Group will not be affected as regards to next year's results as part of the Group's current strategy is the continuous reduction of its existing bank loans.

An increase of the borrowing rate by 0.5%, taking into account the total debt on 31/12/2020, would result in a reduction of net results and Equity by € 0.28 million.

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 credit lines. When considered appropriate, credit guarantee insurance cover is purchased. When there is a possibility that receivables will not be collected, provisions are made for bad debts.

A relevant analysis is presented in note 4.10.5.

During the year and despite the pandemic COVID-19, no problems have been created in the flow of receipts from customers, as the main sales network of the Group focuses on the mass retail market channel, which remained in full and even increased operation due to increased consumer needs. In addition, the health care network was fully operational, which means that more than 90% of the Group's sales remain unaffected by operating suspensions.

Specifically, regarding customers who have used the 75-day check repayment extension, the Company still receives all receivables. These customers relate to the luxury cosmetics network in Greece, which is periodically suspended, while the sales of this network represent less than 10% of the total sales of the Group.

4.9.7 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 short-term and longterm funding as well as the proportion of such towards 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 Group has sufficient credit line facilities that could be utilized to fund any potential shortfall in cash resources.

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 2020 and 2019 for the Company and Group, is analyzed as follows:

Group
Long-term loans 0 0 48,607,623 0 48,607,623
Short-term loans 3,000,000 4,805,390 0 0 7,805,390
Lease liabilities 2,567,667 2,379,158 9,632,070 1,544,929 16,123,825
Suppliers 64,538,162 262,335 0 0 64,800,497
Other Liabilities 3,682,640 261,858 1,096,212 0 5,040,710
Total 73,788,470 7,708,741 59,335,905 1,544,929 142,378,046
Maturity of liabilities 2020 within 6 months 6 to 12 months 1 to 5 years over 5 years Total
Long-term loans 0 0 48,607,623 0 48,607,623
Short-term loans 3,000,000 4,805,390 0 0 7,805,390
Lease liabilities 2,567,667 2,379,158 9,632,070 1,544,929 16,123,825
Suppliers 64,538,162 262,335 0 0 64,800,497
Other Liabilities 3,682,640 261,858 1,096,212 0 5,040,710
Total 73,788,470 7,708,741 59,335,905 1,544,929 142,378,046
Group
Maturity of liabilities 2019 within 6 months 6 to 12 months 1 to 5 years over 5 years Total
Long-term loans 0 0 35,000,000 0 35,000,000
Short-term loans 20,000,000 10,814,535 0 0 30,814,535
Lease liabilities 2,128,033 1,951,094 8,133,523 1,076,856 13,289,505
Suppliers 64,710,500 1,014,739 0 0 65,725,240
Other Liabilities 3,615,466 891,211 1,343,949 0 5,850,625
Total 90,453,999 14,671,579 44,477,471 1,076,856 150,679,906
Company
Maturity of liabilities 2020 within 6 months 6 to 12 months 1 to 5 years over 5 years Total
Long-term loans 0 0 44,000,000 0 44,000,000
Short-term loans
Lease liabilities
3,000,000
1,031,399
3,000,000
959,465
0
3,318,567
0
871,800
6,000,000
6,181,232
Suppliers 29,402,719 259,971 0 0 29,662,690
Other Liabilities 1,856,823 1,165,246 2,050,231 0 5,072,300
Total 35,290,941 5,384,683 49,368,798 871,800 90,916,221
Company
Maturity of liabilities 2019 within 6 months 6 to 12 months 1 to 5 years over 5 years Total
Long-term loans 0 0 35,000,000 0 35,000,000
Short-term loans 20,000,000 0 0 0 20,000,000
Lease liabilities 918,474 880,886 3,274,998 0 5,074,357
Suppliers 30,990,895 1,002,970 0 0 31,993,865
Other Liabilities 3,876,077 970,669 2,097,913 0 6,944,659
Total 55,785,446 2,854,525 40,372,911 0 99,012,881
Please note that Other Liabilities do not include grants and transitional liability accounts.
The Group is not dependent on suppliers who have suspended their operations or who are expected to be
significantly affected by COVID-19.
4.9.8
Raw material price risk
The Group is exposed to price volatility in the basic raw materials it uses for products that manufactures in its own
production facilities.
- The basic raw materials used by the Group for the Perfume, Cosmetics and Face Care products are perfumes, oils
and chemicals.
The prices of raw materials in perfumes, cosmetics and facials do not fluctuate significantly, and any differences are
eliminated by gradually transferring volumes from one supplier to another when necessary, maintaining active
alternative suppliers and creating security stocks.
Company
Maturity of liabilities 2020 within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans 0 0 44,000,000 0 44,000,000
Short-term loans 3,000,000 3,000,000 0 0 6,000,000
Lease liabilities 1,031,399 959,465 3,318,567 871,800 6,181,232
Suppliers 29,402,719 259,971 0 0 29,662,690
Other Liabilities 1,856,823 1,165,246 2,050,231 0 5,072,300
Total 35,290,941 5,384,683 49,368,798 871,800 90,916,221
Company
Maturity of liabilities 2019 within 6 months 6 to 12 months 1 to 5 years over 5 years Total
Long-term loans 0 0 35,000,000 0 35,000,000
Short-term loans 20,000,000 0 0 0 20,000,000
Lease liabilities 918,474 880,886 3,274,998 0 5,074,357
Suppliers 30,990,895 1,002,970 0 0 31,993,865
Other Liabilities 3,876,077 970,669 2,097,913 0 6,944,659
Total 55,785,446 2,854,525 40,372,911 0 99,012,881

4.9.8 Raw material price risk

  • The basic raw materials used by the Group for the categories of household products (food packaging products and plastic waste bags) are aluminum (in jumbo rolls), plastic (PVC / LDPE Clingfilm in Jumbo rolls) and polyethylene (HDPE, LDPE, LLDPE).

Regarding the effect of fluctuations in the prices of aluminum and plastic, the Group proceeds to the closing of price at short intervals, and in addition creates a security stock when it deems it necessary.

However, in the scenario where the cost of products that are based on aluminum and plastic increases at the same time by 3%-5%, then by keeping all other parameters stable, the burden on the Group's cost of sales will vary between 0.7 and 1.2 million euro.

4.10 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS

4.10.1 Segment reporting

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

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

For the period 01/01/2020 – 31/12/2020:

Commercial Activity Sectors Mass
Market
Cosmetics
Household
Products
Other Sales Private Label
(Polipak)
Income from
associate
companies
Group Total
Income from external customers 166,274,914 156,388,265 48,581,931 22,130,275 0 393,375,384
Earnings before interest & tax (EBIT) 8,556,862 22,054,865 4,454,690 3,491,475 11,502,933 50,060,825
Interest income 42,980 40,425 12,558 5,720 0 101,684
Interest expenses -596,568 -561,096 -174,304 -79,400 0 -1,411,368
Earnings before tax 7,444,915 21,009,034 4,129,803 3,343,481 11,502,933 47,430,166
Income tax 1,167,846 3,295,582 647,821 524,475 2,280,775 7,916,500
Earnings / losses after tax 6,277,069 17,713,453 3,481,981 2,819,006 9,222,158 39,513,666
Depreciation / amortization 5,175,515 4,867,780 1,512,173 1,079,296 0 12,634,764
Earnings before interest, tax, depreciation & amortization (EBITDA) 13,732,377 26,922,646 5,966,863 4,570,770 11,502,933 62,695,589

For the period 01/01/2019 – 31/12/2019:

Commercial Activity Sectors Mass
Market
Cosmetics
Household
Products
Other Sales Private Label
(Polipak)
Income from
associate
companies
Continuing
Activities
Group Total
Income from external customers 159,624,764 142,145,601 47,601,196 20,701,217 0 370,072,778 370,072,778
Earnings before interest & tax (EBIT) 11,560,234 14,418,550 4,335,368 1,469,743 12,055,298 43,839,194 43,839,194
Interest income 43,379 38,629 12,936 5,626 0 100,570 100,570
Interest expenses -683,129 -608,325 -203,714 -88,593 0 -1,583,760 -1,583,760
Earnings before tax 12,257,455 15,039,425 4,543,284 1,560,164 12,055,298 45,455,627 45,455,627
Income tax 1,592,596 1,954,054 590,303 202,710 2,300,364 6,640,028 6,640,028
Earnings / losses after tax 10,664,859 13,085,371 3,952,981 1,357,453 9,754,934 38,815,599 38,815,599
Depreciation / amortization 4,513,169 4,018,970 1,345,858 1,031,135 0 10,909,132 10,909,132
Earnings before interest, tax, depreciation & amortization (EBITDA) 16,073,403 18,437,520 5,681,226 2,500,879 12,055,298 54,748,326 54,748,326

Notes

  • Income from associate companies refers to income from the company ELCA Cosmetics Ltd.

  • The calculation of financial income & expenses and depreciation, amortization has been proportionately based on the sales of each business activity of the Group. The calculation of income tax is based proportionately on the earnings before tax of each of the Group's business activity.

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 Private Label (Polipak)
31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019
Total Assets 435,374,438 421,548,851 183,817,549 183,271,247 172,887,821 163,202,756 53,707,509 54,652,739 24,961,559 20,422,109
Total Liabilities 162,854,806 167,912,531 66,080,707 70,686,407 62,151,571 62,946,134 19,307,352 21,079,170 15,315,176 13,200,819

The Group's sales and non-current assets by geographical region are analyzed as follows:

For the period 01/01/2020 – 31/12/2020:

Commercial Activity Sectors Revenue Non Current
Assets
Greece 136,049,690 77,284,733
Poland 92,954,829 34,391,475
Romania 55,204,052 8,132,130
Bulgaria 12,827,935 1,086,424
Serbia 19,921,852 1,048,399
Czech 20,651,521 15,838,665
Slovakia 6,048,407 339,012
Hungary 10,284,046 2,137,242
North Macedonia 4,015,026 514,753
Bosnia 3,037,960 256,061
Portugal 2,147,060 4,355
Ukraine 28,057,465 16,627,371
Russia 2,175,542 90,787
Cyprus 0 25,649,283
France 0 585
Total 393,375,384 183,401,276

For the period 01/01/2019 – 31/12/2019:

Commercial Activity Sectors Revenue Non Current
Assets
Greece 126,211,112 66,129,829
Poland 76,469,781 25,857,275
Romania 56,062,681 8,231,650
Bulgaria 13,832,345 903,120
Serbia 19,714,753 1,258,798
Czech 21,682,785 16,593,935
Slovakia 5,605,432 398,503
Hungary 10,737,997 1,658,616
North Macedonia 4,277,659 220,033
Bosnia 2,988,091 245,708
Portugal 2,230,257 8,865
Ukraine 27,618,250 18,956,477
Russia 2,641,635 101,513
Cyprus 0 21,458,228
France 0 567
Total 370,072,778 162,023,115

4.10.2 Investments in associates

The financial figures of ELCA Cosmetics Ltd are consolidated through the equity method in Sarantis Group consolidated financial figures.

The movement of the Group's participations in associate companies and joint ventures is analyzed as follows:

Group 31.12.2020 31.12.2019
Opening Balance 21,458,228 20,554,060
Share of profit of associates and joint ventures 9,222,158 9,754,934
Dividends -4,914,211 -8,820,000
Other comprehensive income -79,915 0
Foreign Exchange differences -36,976 -30,767
Ending Balance 25,649,283 21,458,228

The basic consolidated financial figures of ELCA Cosmetics Ltd are presented below:

01.01 - 01.01 -
ELCA COSMETICS 31.12.2020 31.12.2019
Revenue 108,345,768 114,208,275
Profit (loss) before tax 23,475,374 24,602,649
Profit (loss) after tax 18,820,730 19,908,029
ELCA COSMETICS 31.12.2020 31.12.2019
Current fixed assets 70,232,050 65,781,608
Non-current fixed assets 21,912,443 19,644,824
Current liabilities -30,408,495 -24,425,294
Non-current liabilities -9,390,523 -17,208,836
Total equity 52,345,475 43,792,301

It is noted that the group and the company The Estée Lauder Companies Inc. ("EL") have agreed to amend the Shareholders Agreement governing ELCA, which was going to end in 2021, extending the term of the arrangement from June 30, 2021 to June 30, 2028.

Based on the new agreement, EL will have the right to increase its interest in ELCA to 100% by purchasing shares held by the Group, until June 30, 2027.

4.10.3 Goodwill

The goodwill of the Group and the Company are analyzed as follows:

Amounts in Euros Group Company
Balance as at 1.1.2020 7,898,422 1,100,000
Additions / Reductions 0 0
Foreign exchange differences -222,058 0
Impairment 0 0
Balance as at 31.12.2020 7,676,364 1,100,000

8 Q
2
Amounts in Euros Group Company
Balance as at 1.1.2019 7,928,988 1,100,000
Additions / Reductions 0 0
Foreign exchange differences -30,566 0
Impairment 0 0
Balance as at 31.12.2019 7,898,422 1,100,000

The Group and the Company check on an annual basis for a likely impairment of the existing goodwill, in which case the impairment is recognized in the income statement. For the fiscal year 2020, the assumptions used per country are as follows:

D. Koukouzelis Elmiplant Polipak Trade 90- Astrid Τ.Μ.- Indulona-Slovakia & Ergopack
Assumptions 2020 Greece Romania Poland Hungary Czech Rep. Czech Rep. Ukraine
WACC 10.2% 12.6% 9.2% 11.0% 8.6% 7.2% 15.1%
Rate of increase 5+ 1.2% 2.5% 2.3% 3.4% 2.5% 2.0% 6.0%
EBIT (4yr horizon) 5,2% - 7,3% 9,1% - 9,5% 6,6% - 8% 3,8% - 5,2% 6,2% - 7,1% 7,3 - 8,5% 5,5 -7,3%
Goodwill balance 1,100,000 2,194,749 2,059,380 1,285,763 236,776 254,952 544,744

The recoverable amount of the above cash generating units was determined using the value in use method. The value in use was determined based on the projected cash flows derived from four year plans approved by management, with these cash flows projected over to perpetuity. The annual assessment did not result in an impairment of the existing goodwill.

The key assumptions used by Management to calculate their projected cash flows in the context of its annual audit for the impairment of goodwill are as follows:

  • The zero risk rate was established on the basis of external information.

  • Earnings before interest and taxes were calculated based on last years' historical data adjusted in order to take into account the expected changes in operating performance.

4.10.4 Inventories

The inventories are analyzed as follows:

Group 31.12.2020 31.12.2019
Merchandise 79,753,887 68,125,403
Products 12,353,966 10,786,429
Raw Materials 17,839,677 17,262,147
Prepayments for stock purchase 860,997 654,225
Impairment due to obsolescence -2,213,126 -2,274,919
Total 108,595,399 94,553,285
Company 31.12.2020 31.12.2019
Merchandise 26,961,135 23,812,380
Products 11,344,251 9,902,511
Raw Materials 12,157,803 11,353,140
Prepayments for stock purchase 437,133 252,436
Impairment due to obsolescence -1,641,873 -1,492,317
Total 49,258,450 43,828,151

There is no pledge over the Group's and the Company's inventories.

The analysis of the provision for the impairment due to obsolescence is as follows:

Group 31.12.2020 31.12.2019
Opening balance 2,274,919 840,598
Provision 1,800,893 1,638,073
Use of provision -1,751,445 -134,560
Provision reverse -38,886 -111,614
Foreign Exchange differences -72,354 42,422
End balance 2,213,126 2,274,919
Company 31.12.2020 31.12.2019
Opening balance 1,492,317 378,503
Provision 1,446,621 1,137,395
Use of provision -1,297,064 -23,581
Provision reverse 0 0
End balance 1,641,873 1,492,317

During the current fiscal year, the Group and the Company proceeded into destruction of inventories amounting to 1.95 million Euros and to 1.3 million Euros in total, whereas the corresponding amounts in 2019 settled at 0.25 million Euros and 0.02 million Euros respectively.

No inventories were impaired due to reduced sales or operational suspension. It is noted that more than 90% of the Group's sales are generated from categories such as personal care & hygiene, home care and health & care, categories which are in high demand due to the needs arising from COVID-19.

4.10.5 Trade and other receivables

The trade receivables account is analyzed as follows:

Group 31.12.2020 31.12.2019
Trade receivables 83,238,504 89,715,374
Minus provisions -3,550,375 -3,735,758
Net trade receivables 79,688,129 85,979,616
Checks and notes receivable 13,663,618 18,906,647
Minus provisions -2,400,000 -2,400,000
Net checks and notes receivable 11,263,618 16,506,647
Total 90,951,747 102,486,263
Company 31.12.2020 31.12.2019
Trade receivables 36,932,468 31,854,397
Minus provisions -1,855,636 -1,796,014
Net trade receivables 35,076,832 30,058,382
Checks and notes receivable 12,906,433 18,076,288
Minus provisions -2,400,000 -2,400,000
Net checks and notes receivable 10,506,433 15,676,288
Total 45,583,265 45,734,670

As the Group's core sales network focuses on the mass market retail channel, which has remained fully operational due to increased consumer needs, there is a normal flow of receivables from customers.

On 31st December 2020 and 2019, the maturity of the current and overdue trade receivables, was as follows:

Group Company
31.12.2020 31.12.2019 31.12.2020 31.12.2019
Current (not past due) 76,033,175 91,265,050 33,777,840 38,137,852
0-90 days 9,000,727 7,494,687 4,942,182 2,606,118
91-180 days 2,652,137 1,602,868 2,657,214 1,462,159
over 180 days 9,216,083 8,259,416 8,461,665 7,724,555
96,902,122 108,622,021 49,838,901 49,930,684

The Group and the Company apply the simplified approach of IFRS 9 for the calculation of expected credit losses for all trade receivables across their total life.

The distribution of receivables reflected in the time periods is linked with customers who have used the 75-day check repayment extension, for which there is a normal collection flow.

Expected loss rates are based on the historical credit losses of the group and the Company that occurred during the three-year period before the end of the period. Historical loss rates are then adjusted for current and future information on macroeconomic factors affecting the Group and the Company's customers.

The tables below present the credit risk analysis of the Group and the Company:

Group
Trade receivables Current <90 90-180 181+ Total
Total trade receivables 76,033,175 9,000,727 2,652,137 9,216,083 96,902,122
Expected Credit Loss 252,456 418,505 246,375 5,033,037 5,950,373
% of expected credit loss 0.33% 4.65% 9.29% 54.61% 6.14%
Company
Trade receivables Current <90 90-180 181+ Total
Total trade receivables 33,777,840 4,942,182 2,657,214 8,461,665 49,838,901
Expected Credit Loss 12,587 22,697 14,371 4,205,980 4,255,636
% of expected credit loss 0.04% 0.46% 0.54% 49.71% 8.54%

The other receivables are analyzed as follows:

Group 31.12.2020 31.12.2019
Accounts receivable in legal contest 425,134 425,136
Sundry Debtors 3,146,064 2,422,742
Short Term Lease Receivables 216,755 205,186
Prepayments and accrued income 3,397,281 2,330,330
Accounts for management of prepayments & credits 46,511 51,294
Minus provisions -310,266 -310,266
Total 6,921,480 5,124,423
Company 31.12.2020 31.12.2019
Accounts receivable in legal contest 425,136 425,136
Sundry Debtors 713,750 1,061,845
Receivables from dividends 1,728,348 7,658,096
Short Term Claims from Subsidiaries 0 6,867,112
Short Term Lease Receivables 181,871 177,385
Prepayments and accrued income 842,983 777,789
Accounts for management of prepayments & credits 46,511 51,294
Minus provisions -310,266 -310,266
Total 3,628,334 16,708,392

The analysis of the provision for trade receivables and for other receivables is as follows:

Group 31.12.2020 31.12.2019
Opening balance 6,446,024 7,354,324
Additions 207,822 290,182
Receivables written off -19,434 -29,472
Amounts offset -83,461 -1,372,422
Foreign exchange differences -290,309 203,411
Ending balance 6,260,641 6,446,024
Company 31.12.2020 31.12.2019
Opening balance 4,506,280 5,052,221
Additions 67,045 50,000
Receivables written off 0 0
Amounts offset -7,423 -595,941
Ending balance 4,565,901 4,506,280

4.10.6 Cash & cash equivalents

Cash & cash equivalents represent cash in hand of the Group and company and bank deposits available at first demand, which are analyzed as follows:

Group 31.12.2020 31.12.2019
Cash in hand 342,844 242,159
Bank deposits 40,252,497 54,605,246
Total 40,595,341 54,847,405
Company 31.12.2020 31.12.2019
Cash in hand 322,674 218,106
Bank deposits 15,815,070 30,060,793
Total 16,137,744 30,278,899

4.10.7 Financial Assets at Fair Value through Results

Group Company
31.12.2020 31.12.2019 31.12.2020 31.12.2019
Opening balance 2,514,360 1,415,190 2,514,360 1,415,190
Additions 9,041,818 3,851,053 9,041,818 3,851,053
Sales -6,457,126 -3,245,669 -6,457,126 -3,245,669
Fair value adjustments -189,857 493,786 -189,857 493,786
Closing balance 4,909,195 2,514,360 4,909,195 2,514,360

The above items are placements with a short-term investment horizon that are traded on active markets.

4.10.8 Trade and other liabilities

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

Group 31.12.2020 31.12.2019
Suppliers 60,921,970 61,993,633
Checks payable 3,878,527 3,731,523
Total 64,800,497 65,725,156
Company 31.12.2020 31.12.2019
Suppliers
Checks payable
25,784,163
3,878,527
28,262,342
3,731,523

The other liabilities of the Company and the Group are analyzed as follows:

Group 31.12.2020 31.12.2019
Social Security Funds 1,780,949 2,039,444
Customer Prepayments 1,668,507 1,324,382
Long-term Liabilities payable in the following year 24,464 77,201
Government Grants 1,215,936 976,899
Dividends Payable 33,104 26,813
Accruals and deferred expenses 3,131,359 3,171,028
Sundry Creditors 1,366,579 2,382,870
Total 9,220,899 9,998,637
Company 31.12.2020 31.12.2019
Social Security Funds 1,167,084 1,428,597
Customer Prepayments 2,487,567 3,254,100
Short-term Liabilities towards Related Companies558,255 483,500
Government Grants 8,885 28,053
Dividends Payable 33,104 26,813
Accruals and deferred expenses 967,491 840,226
Sundry Creditors 826,290 1,723,596
Total 6,048,675 7,784,885

The Group does not depend on suppliers who have suspended their operations or who are expected to be significantly affected by COVID-19.

4.10.9 Provisions and other long-term liabilities

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

Group 31.12.2020 31.12.2019
Government Grants 2,177,277 0
Other provisions 492,429 588,706
Other long-term liabilities 167,107 105,656
Total 2,836,813 694,362
31.12.2020 31.12.2019
Government Grants 7,087 0
Total 7,087 0

The provisions analysis is as follows:

Group 31.12.2020 31.12.2019
Opening balance 588,706 401,465
Additions for the year 536,865 570,962
Use of provision -551,509 -436,913
Amounts offset 0 0
Foreign exchange differences -81,632 53,191
Ending balance 492,429 588,706

4.10.10 Loans

Loans are analyzed as follows:

Group Company
Short-term loans 31.12.2020 31.12.2019 31.12.2020 31.12.2019
Bank loans 7,805,390 30,814,535 0 20,000,000
Bond Loans 0 0 6,000,000 0
Long-term loans
Bank loans 28,607,624 30,000,000 0 0
Bond Loans 20,000,000 5,000,000 44,000,000 35,000,000
Total 56,413,014 65,814,535 50,000,000 55,000,000

The Group's bank loans concern loans for working capital and Bond Loans.

During 2020, the last 5 mil. Euros amount from a 10mil. Euro loan which was granted by Eurobank S.A. to GR. SARANTIS S.A, was fully repaid.

Moreover, during the 1st half year of 2020 a bond loan amounting 30mil. Euros was granted to GR SARANTIS S.A by Eurobank S.A.

During the 2nd half year of 2020 20 mil. Euros which have been granted by Eurobank were repaid. Furthermore, an investment loan amounting 4.6mil. Euros was granted by BNP PARIBAS to POLIPAK.

Finally, in December 2020, a bond loan of 10 mil. Euros was granted by Eurobank S.A. to GR. SARANTIS S.A.

The analysis of the bond loans is presented below:

4.10.10.1 Group

Group
Analysis of Bond Loans
Bank Maturity Amount
EUROBANK 20/12/2022 10,000,000
EUROBANK 18/9/2025 10,000,000
Total 20,000,000

4.10.10.2 Company

Company
Analysis of Bond Loans
Bank Maturity Amount
EUROBANK 18/9/2025 20,000,000
SARANTIS POLSKA S.A. 25/9/2024 7,500,000
SARANTIS BULGARIA LTD 25/9/2024 7,500,000
SARANTIS ROMANIA S.A. 25/9/2024 15,000,000
Total 50,000,000.00

The tables below present the change from liabilities arising from financing activities:

Non Current Loans Current Loans & Total
Group & Borrowings Borrowings
At 1 January 2019 38,000,000 7,720,618 45,720,618
Cash Flows -3,000,000 22,992,332 19,992,332
Loans and borrowings liabilities from the Acquisition 0
Non Cash Flows
-Effects of Foreign exchange 101,585 101,585
-Loans and borrowings classified as non current at 31 December 2018 becoming current during 2019 0 0 0
At 31 December 2019 35,000,000 30,814,535 65,814,535
Non Current Loans Current Loans & Total
Group & Borrowings Borrowings
At 1 January 2020 35,000,000 30,814,535 65,814,535
Cash Flows 19,783,851 -28,486,812 -8,702,961
Loans and borrowings liabilities from the Acquisition 0
Non Cash Flows
-Effects of Foreign exchange 176,227.49 522,332.66 -698,560
-Loans and borrowings classified as non current at 31 December 2019 becoming current during 2020 -6,000,000 6,000,000 0
At 31 December 2020 48,607,623 7,805,390 56,413,013
Company Non Current Loans
& Borrowings
Current Loans &
Borrowings
Total
At 1 January 2019 38,000,000 3,000,000 41,000,000
Cash Flows -3,000,000 17,000,000 14,000,000
Non Cash Flows
-Effects of Foreign exchange 0 0 0
-Loans and borrowings classified as non current at 31 December 2018 becoming current during 2019 0 0 0
At 31 December 2019 35,000,000 20,000,000 55,000,000
Non Current Loans Current Loans & Total
Company & Borrowings Borrowings
At 1 January 2020 35,000,000 20,000,000 55,000,000
Cash Flows 15,000,000 -20,000,000 -5,000,000
Non Cash Flows
-Effects of Foreign exchange 0
-Loans and borrowings classified as non current at 31 December 2019 becoming current during 2020 -6,000,000 6,000,000 0
At 31 December 2020 44,000,000 6,000,000 50,000,000

4.10.11 Income Tax

Group Company
01.01 - 01.01 - 01.01 - 01.01 -
31.12.2020 31.12.2019 31.12.2020 31.12.2019
Income tax -8,083,690 -6,090,230 -699,795 0
Deferred tax 167,190 -549,798 -152,552 16,934
Total -7,916,500 -6,640,028 -852,347 16,934
Earnings / (Losses) before taxes 47,430,166 45,455,627 19,176,435 78,480,932
-minus/plus: Temporary differences in income -6,475,610 -8,403,068 -6,823,417 -4,933,877
-minus/plus: Temporary differences in expenses 7,631,486 4,572,367 6,187,785 4,314,756
Adjustments in tax for income not subject to taxation
- Tax free income -494,274 0 -12,774,480 -73,046,206
- Differences in income -3,195,044 -6,670,092 -251,758 -98,469
- Profit from company acquisition 0 0 0 0
- Other adjustments -51 0 0 0
Adjustments in tax for Expenses which are not tax deductible
- Differences in expenses -2,200,529 -1,240,795 -2,402,687 594,960
- Non tax-deductible expenses 3,489,448 681,065 389,289 1,195,818
Offsetting of losses from previous fiscal years -759,924 -1,950,120 -585,352 -10,271,896
Total 45,425,669 32,444,984 2,915,814 -3,763,982
Tax Rate (Average tax for the Group) 18.07% 18.67% 24.00% 24.00%
Expected Tax Expense 8,209,282 6,058,567 699,795 0
Adjustments on the tax due to change in tax rate 0 -165,523 0 -165,523
Tax due to recognition of tax losses -19,335 0 0 0
Tax of temporary differences -147,855 715,320 152,552 148,589
Other movements -125,592 31,663 0 0
Provisions and expenses of additional tax liabilities 0 0 0 0
Real tax expense 7,916,500 6,640,028 852,347 -16,934

With regard to the fiscal year 2020, the Company is subject to the tax audit of the Certified Auditors stipulated by the provisions of article 65A of Law 4174/2013. The audit is under progress and the relevant tax certificate is expected to be granted after the release of the annual financial statements for the period 31.12.2020. The Management of the Company does not expect the emergence of any significant tax obligations apart from those already depicted in the financial statements.

4.10.12 Deferred taxes

Group

Deferred tax assets 31.12.2020 31.12.2019
Differences of intangible assets -309,827 -388
Differences of tangible assets -357,558 -132,121
Write-off of trade receivables 50,350 11,049
Provisions for employee benefits 9,290 5,389
Provisions 787,109 200,553
Recognition of tax loss 80,500 82,287
Foreign exchange differences 27,512 0
Total 287,378 166,767
Deferred liabilities 31.12.2020 31.12.2019
Differences of intangible assets -6,761,442 -7,107,089
Differences of tangible assets -228,871 -329,967
Provisions for doubtful debts 60,244 71,926
Provisions for employee benefits 689,145 570,637
Provisions 597,305 772,954
Foreign exchange differences 637 -3,883
Total -5,642,981 -6,025,422
Deferred taxes income / (expense) 31.12.2020 31.12.2019
Differences of intangible assets -63,566 -107,680
Differences of tangible assets -236,332 223,040
Write-off of trade receivables 30,079 -22,610
Provisions for employee benefits 125,491 57,457
Provisions 511,767 -425,097
Recognition of tax loss 19,335 -326,148
Foreign exchange differences 32,947 -5,928
From absorption of subsidiary 0 6,234
Sub total 419,721 -600,732
Proportion of deferred tax from associated companies -280,474 3,103
Total 139,247 -597,628
Total deferred tax recognized in the statement of comprehensive
income (a) 167,190 -549,797
Total deferred tax recognized in the statement of comprehensive
income (b) -22,374 -47,830

Company

Deferred tax assets /( liabilities) 31.12.2020 31.12.2019
Differences of intangible assets -3,127,701 -2,763,708
Differences of tangible assets 282,547 228,715
Provisions for doubtful debts 33,292 35,074
Provisions for employee benefits 678,219 513,192
Recognition of tax loss 0 0
Provisions 321,538 269,683
Total -1,812,104 -1,717,043
Deferred taxes income / (expense) 31.12.2020 31.12.2019
Differences of intangible assets -363,993 23,852
Differences of tangible assets 53,832 19,595
Provisions for doubtful debts -1,782 0
Provisions for employee benefits 165,026 59,760
Recognition of tax loss 0 0
Provisions 51,855 -140,337
From absorption of subsidiary 0 6,234
Total -95,061 -30,896
Total deferred tax recognized in the statement of comprehensive
income (a)
-152,552 16,934
Total deferred tax recognized in the statement of comprehensive
income (b)
57,490 -47,830

4.10.13 Employee benefits

Employee salaries and expenses are analyzed as follows:

Group 31.12.2020 31.12.2019
Employee salaries 41,183,057 38,300,383
Employee benefits 1,412,748 1,326,406
Employer contributions 8,340,719 7,749,476
Employment termination indemnities 1,238,172 1,054,075
Remuneration of BoD members 659,028 1,311,769
Total 52,833,723 49,742,109
Average number of employees 2,683 2,786
Company 31.12.2020 31.12.2019
Employee salaries 19,664,610 17,993,277
Employee benefits 837,491 733,585
Employer contributions 4,829,724 4,485,401
Employment termination indemnities 965,278 836,021
Remuneration of BoD members 532,298 1,159,693
Total 26,829,400 25,207,976
Average number of employees 857 886

4.10.14 Expenses per category

Expenses per category are analyzed as follows:

Group 01.01 - 31.12.2020 01.01 - 31.12.2019
Cost of sales 244,906,347 232,483,810
Employee expenses 44,807,390 42,451,458
Third-party fees 6,356,993 6,641,645
Third-party benefits 8,583,525 8,023,487
Taxes – duties 2,711,661 2,354,683
Sundry expenses 39,037,819 39,090,157
Fixed asset depreciation 9,444,833 8,201,844
Total Activities 355,848,568 339,247,085
Company 01.01 - 31.12.2020 01.01 - 31.12.2019
Cost of sales 102,892,199 94,611,656
Employee expenses 24,270,776 22,864,904
Third-party fees 2,657,198 3,090,858
Third-party benefits 3,096,969 2,621,611
Taxes – duties 1,565,631 1,512,387
Sundry expenses 18,070,272 16,121,411
Fixed asset depreciation 5,523,760 4,747,135
Total Activities 158,076,805 145,569,962

Note: The above expenses are reduced by the amount of expenses that have been charged to the production of the parent Company and Group.

The cost of sales analysis is as follows:

Group 01.01 - 31.12.2020 01.01 - 31.12.2019
Cost of goods 226,976,208 216,774,743
Employee expenses 8,026,333 7,290,651
Third-party fees 4,672,541 4,578,271
Third-party benefits 5,004,883 4,303,362
Taxes – duties 55,835 56,907
Sundry expenses 501,463 567,141
Fixed asset depreciation 3,192,381 2,599,775
Inventory own use -3,523,296 -3,812,573
Inventory destruction 0 125,533
Total Activities 244,906,347 232,483,810

Company 01.01 - 31.12.2020 01.01 - 31.12.2019
Cost of goods 96,877,993 89,632,856
Employee expenses 2,558,624 2,343,072
Third-party fees 2,341,113 2,258,917
Third-party benefits 745,019 703,081
Taxes – duties 6,231 4,959
Sundry expenses 205,682 202,736
Fixed asset depreciation 1,289,208 919,739
Inventory own use -1,131,670 -1,453,704
Total Activities 102,892,199 94,611,656

The administrative expenses analysis is as follows:

Group 01.01 - 31.12.2020 01.01 - 31.12.2019
Employee expenses 9,745,567 10,533,639
Third-party fees 2,165,293 2,095,708
Third-party benefits 2,997,035 2,668,631
Taxes – duties 341,517 318,237
Sundry expenses 1,038,961 1,384,232
Fixed asset depreciation 1,968,330 1,618,502
Total Activities 18,256,703 18,618,949
Company 01.01 - 31.12.2020 01.01 - 31.12.2019
Employee expenses 4,537,935 4,915,479
Third-party fees 939,375 1,053,395
Third-party benefits 1,970,263 1,571,566
Taxes – duties 135,666 145,168
Sundry expenses 654,841 907,071
Fixed asset depreciation 1,122,314 864,453
Total Activities 9,360,393 9,457,132

The distribution expenses analysis is as follows:

Group 01.01 - 31.12.2020 01.01 - 31.12.2019
Employee expenses 35,061,822 31,917,819
Third-party fees 4,191,700 4,545,937
Third-party benefits 5,586,490 5,354,856
Taxes – duties 2,370,144 2,036,446
Sundry expenses 37,998,858 37,705,925
Fixed asset depreciation 7,476,503 6,583,342
Total Activities 92,685,518 88,144,325
Company
Employee expenses
01.01 - 31.12.2020
19,732,841
01.01 - 31.12.2019
17,949,425
Third-party fees 1,717,823 2,037,464
Third-party benefits 1,126,705 1,050,045
Taxes – duties 1,429,965 1,367,218
Sundry expenses 17,415,431 15,214,340
Fixed asset depreciation 4,401,447 3,882,682

4.10.15 Financial Income / Expenses

The financial income / expenses are analyzed as follows:

Group 01.01 - 31.12.2020 01.01 - 31.12.2019
Interest Expense -1,411,368 -1,583,760
Interest Income 101,684 100,570
Foreign exchange differences -1,237,331 2,522,733
Gain from sale of participations & securities 554,332 844,563
Loss from sale of participations & securities -166,720 -134,777
Other financial income/expense -490,313 -167,218
Σύνολο -2,649,716 1,582,112
Company 01.01 - 31.12.2020 01.01 - 31.12.2019
Interest Expense -1,292,930 -1,163,012
Interest Income 174,195 252,688
Foreign exchange differences 48,201 -27,499
Gain from sale of participations & securities 554,332 844,563
Loss from sale of participations & securities -166,720 -134,777
Dividends from subsidiaries 12,280,207 73,046,206
Other financial income/expense -20,000 317,026
Σύνολο 11,577,286 73,135,196

4.10.16 Share capital

Share Capital
Number of
shares
Nominal value of
shares
Share capital Share premium Total
30.06.2020 69,877,484 0.78 54,504,438 40,676,356 95,180,793
31.12.2019 69,877,484 0.78 54,504,438 40,676,356 95,180,793
31.12.2018 69,877,484 0.78 54,504,438 40,676,356 95,180,793

4.10.17 Earnings per Share

Earnings per share were calculated according to the weighted average number of shares after the deduction of the weighted average number of treasury shares held by the Company.

Group Company
01.01 - 01.01 - 01.01 - 01.01 -
31.12.2020 31.12.2019 31.12.2020 31.12.2019
Earnings after tax attributed to the owners
of the Company
38,726,153 38,009,532 18,324,088 78,497,866
Weighted average number of shares 67,120,671 67,145,884 67,120,671 67,145,884
Earnings per share (€ ) 0.5770 0.5661 0.2730 1.1691

4.10.18 Dividends

  • For the period ended on 31/12/2020:

The Ordinary General Meeting of shareholders during its meeting on 07.05.2020 approved the distribution of a dividend of 0.1604814 Euros per share or a total amount of 11,214,034 Euros. According to the legislation in effect, the dividend that corresponded to 2,731,600 treasury shares of the Company further increased the total dividend of the other shareholders and therefore the total gross dividend per share accounted for 0.16701 Euros.

Moreover, the Board of Directors will propose at the AGM of 2021 a dividend payment of 0.214661 euro per share, amounting to 15 mil. Euros .

  • For the period ended on 31/12/2019:

The Ordinary General Meeting of shareholders during its meeting on 18.06.2019 approved the distribution of a dividend of 0.14311 Euros per share or a total amount of 10,000,036 Euros. According to the legislation in effect, the dividend that corresponded to 2,731,600 treasury shares of the Company further increased the total dividend of the other shareholders and therefore the total gross dividend per share accounted for 0.14893 Euros.

4.10.19 Treasury Shares

During the year 2020, the Company proceeded to the purchase of 94,395 treasury shares at an average purchase price of 8.49 euro per share, paying 801,481 euro.

Including the 2,731,600 treasury shares already bought by the company during previous years, then as of 31/12/2020, the Company holds in total 2,825,995 treasury shares with nominal value of EUR 0.78 per share and an average purchase price of 4.72 euro per share, having paid a total of 13,330,393 euro.

The treasury shares that the Company holds correspond to 4.04% of its share capital.

4.10.20 Reserves

The reserves are analyzed as follows:

Group 31.12.2020 31.12.2019
Ordinary reserve 10,577,086 6,227,175
Special reserve 243,196 452,114
Extraordinary reserve 165,446 165,445
Tax-free reserves on special law provisions 3,601,875 3,601,875
Reserve for treasury shares -13,330,393 -12,528,913
Reserve from revaluation of fixed assets 16,206,787 15,833,726
Σύνολο 17,463,998 13,751,423
Company 31.12.2020 31.12.2019
Ordinary reserve 8,075,461 4,176,668
Special reserve 129,496,926 128,612,806
Tax-free reserves on special law provisions 3,601,875 3,601,875
Reserve for treasury shares -13,330,393 -12,528,913
Reserve from revaluation of fixed assets 13,287,478 13,252,316
Σύνολο 141,131,347 137,114,752

4.10.21 Table of changes in fixed assets

4.10.21.1 Company

Company Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Acquisition cost 1/1/2019 7,773,072 32,951,279 13,964,975 1,004,737 11,164,412 215,258
Additions 0 231,524 2,291,888 43,977 1,231,871 2,711,825
Reclassifications 0 2,163,014 537,781 0 12,329 -2,713,124
Due to absorption of subsidiary 0 0 0 0 0
Revaluation 777,761 366,727 0 0 0
Write-offs 0 0 0 0 -121,258 -78,967
Cost of disposals 0 0 0 0 -989
Values as at 31.12.2019 8,550,833 35,712,545 16,794,644 1,048,714 12,286,365 134,992
Company Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Depreciations 1/1/2019 0 15,609,315 8,936,543 760,686 7,792,695
Depreciations for the Period 0 1,185,173 853,528 51,562 910,996
Due to absorption of subsidiary 0 0 0 0 0
Revaluation 0 183,903 0 0 0
Depreciations of write-offs 0 0 0 0 -119,372
Depreciation of disposals 0 0 0 0 -594
Depreciations 31.12.2019 0 16,978,390 9,790,071 812,248 8,583,725
Net book value as at 31.12.2019 8,550,833 18,734,154 7,004,573 236,466 3,702,640 134,992
Company Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Acquisition cost 1/1/2020 8,550,833 35,712,545 16,794,644 1,048,714 12,286,365
Additions 0 566,961 1,068,506 23,513 761,090
Reclassifications 0 36,733 -4,564 0 4,746
Revaluation -245,218 684,942 0 0 0
Write-offs 0 -326,932 0 0 -889,161
Cost of disposals 0 0 0 -31,620 -6,319
Values as at 31.12.2020 8,305,615 36,674,248 17,858,586 1,040,607 12,156,721

ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2020 – 31/12/2020 98

Company Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Depreciations 1/1/2020 0 16,978,390 9,790,071 812,248 8,583,725
Depreciations for the Period 0 1,250,487 1,111,406 52,646 1,124,072
Revaluation 0 404,562 0 0 0
Depreciations of write-offs 0 -326,837 0 0 -876,687
Depreciation of disposals 0 0 0 -31,620 -6,148
Depreciations 31.12.2020 0 18,306,603 10,901,477 833,274 8,824,961
Net book value as at 31.12.2020 8,305,615 18,367,645 6,957,109 207,333 3,331,759

The increase in the intangible assets of the Company during 2020 is mainly due to the acquisition of LUKSJA products, which was completed on 28 February 2020.

The right of use assets for the Company as at 31st December 2020 are as follows:

Company Buildings, building facilities
and technical projects
Vehicles Total
Acquisition cost 1/1/2019 3,764,903 2,135,779 5,900,682
Additions 0 304,690 304,690
Write-offs 0 -102,546 -102,546
Values as at 31.12.2019 3,764,903 2,337,923 6,102,826
Company Buildings, building facilities
and technical projects
Vehicles Total
Depreciations 1/1/2019 0 0 0
Depreciations for the Period 907,065 620,695 1,527,759
Depreciations of write-offs 0 -28,464 -28,464
Depreciations 31.12.2019 907,065 592,230 1,499,295
Net book value as at 31.12.2019 2,857,838 1,745,693 4,603,531
Company Buildings, building facilities
and technical projects
Vehicles Total
Acquisition cost 1/1/2020 3,764,903 2,337,923 6,102,826
Additions 2,745,829 133,924 2,879,753
Write-offs -352,608 -77,188 -429,796
Values as at 31.12.2020 6,158,123 2,394,659 8,552,782
Company Buildings, building facilities
and technical projects
Vehicles Total
Depreciations 1/1/2020 907,065 592,230 1,499,295
Depreciations for the Period 1,084,175 660,011 1,744,186
Depreciations of write-offs -328,494 -56,469 -384,963
Depreciations 31.12.2020 1,662,745 1,195,773 2,858,518
Net book value as at 31.12.2020 4,495,378 1,198,886 5,694,264

4.10.21.2 Group

Group Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
Acquisition cost 1.1.2019 10,251,054 40,253,822 1,124,780 32,256,071 2,459,960 12,264,215
Additions 4,075 606,027 0 4,263,253 281,094 1,432,713
Reclassifications 0 5,088,246 0 3,985,848 9,587 159,431
Revaluation 824,423 2,665,271 99,311 0 0 0
Write-offs 0 -4,653 0 -123,195 0 -362,486
Cost of disposals 0 -68,058 -168,388 -208,376 -104,614 -989
Foreign exchange differences 37,403 709,177 -22,976 1,140,872 47,201 39,631
Values as at 31.12.2019 11,116,955 49,249,832 1,032,727 41,314,472 2,693,227 13,532,516

ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2020 – 31/12/2020 100

Group Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
Investment property
installations and
other equipment
Fixed assets under
Furniture and other
construction and
equipment
Depreciations 1.1.2019 0 17,604,645 13,514 18,103,704 1,768,826 8,554,244
Depreciations for the Period 0 1,444,784 0 2,423,719 206,013 985,510
Revaluation 0 1,181,252 0 0 0 0
Depreciations of reclassifications 0 10,356 0 -10,356 0 0
Depreciations of write-offs 0 -2,722 0 -121,434 0 -274,189
Depreciation of disposals 0 -57,878 -13,398 -183,060 -99,076 -594
Foreign exchange differences 0 260,414 0 543,312 29,458 32,531
Depreciations 31.12.2019 0 20,440,850 115 20,755,885 1,905,221 9,297,502
Net book value as at 31.12.2019 11,116,955 28,808,982 1,032,612 20,558,586 788,006 4,235,013
Group Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
Acquisition cost 1.1.2020 11,116,955 49,249,832 1,032,727 41,314,472 2,693,227 13,532,516
Additions 17,531 635,294 0 1,891,008 124,102 903,794
Reclassifications 0 36,568 0 1,340,369 36,976 (180,864)
Revaluation (234,245) 1,355,177 19,057 0 0 0
Write-offs 0,00 (326,932) 0,00 (111,828) (53,220) (889,401)
Cost of disposals 0,00 0,00 0 (906,835) (139,801) (57,415)
Foreign exchange differences (216,566) (1,893,541) (18,643) (3,102,743) (118,709) (96,605)
Values as at 31.12.2020 10,683,675 49,056,398 1,033,141 40,424,444 2,542,574 13,212,025
Group Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
Depreciations 1.1.2020 0 20,440,850 115 20,755,885 1,905,221 9,297,502
Depreciations for the Period 0 1,560,074 0 2,925,252 196,628 1,213,043
Revaluation 0 610,196 0 0 0 0
Depreciations of reclassifications 0 -4,462 0 126,253 33,698 -155,488
Depreciations of write-offs 0 -326,837 0 -96,824 -39,386 -876,873
Depreciations of disposal 0 0,00 0 -632,837 -126,806 -38,590
Foreign exchange differences 0 -620,554 0 -1,385,107 -81,633 -61,066
Depreciations 31.12.2020 0 21,659,267 115 21,692,623 1,887,722 9,378,528
Net book value as at 31.12.2020 10,683,675 27,397,130 1,033,026 18,731,821 654,852 3,833,496

The increase in the intangible assets of the Group during 2020 is mainly due to the acquisition of LUKSJA products, which was completed on February 28th of 2020. In addition, the additions in 2020 to the assets under construction, mainly concern the project in progress at Polipak, which is expected to be complete within 2022.

The net book value of the Group's intangible assets as at 31/12/2020 consists of trademarks - rights amounting to approximately 53.9 million euros (44.7 million euros on 31/12/2019) and software programs amounting to approximately 6.5 million euros (6.9 million euros).

Respectively, the net book value of the Company's intangible assets as at 31/12/2020 consists of trademarks - rights amounting to approximately 27.7 million euros (17.7 million euros on 31/12/2019) and software programs amounting to approximately EUR 3.7 million (EUR 3.9 million).

The right of use assets for the Group as at 31 December 2020 are as follows:

Group Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Acquisition cost 1.1.2019 246,291 10,401,898 0 3,246,586 96,361
Additions 0 824,149 21,486 1,016,648 0
Write-offs 0 0 0 -102,546 0
Foreign exchange differences 49,285 -188,779 199 2,546 -2,327
Values as at 31.12.2019 295,575 11,037,268 21,685 4,163,235 94,034
Group Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Depreciations 1.1.2019 0 0 0 0 0
Depreciations for the Period 9,782 2,391,647 8,594 1,251,766 12,483
Depreciations of write-offs 0 0 0 -28,464 0
Foreign exchange differences 932 6,557 80 -1,659 -89
Depreciations 31.12.2019 10,714 2,398,205 8,674 1,221,642 12,393
Net book value as at 31.12.2019 284,861 8,639,063 13,011 2,941,593 81,641
Group Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Acquisition cost 1.1.2020 295,575 11,037,268 21,685 4,163,235 94,034
Additions 0 4,768,275 0,00 2,817,440 0
Write-offs -1,063 -421,778 -20,776 -636,979 0,00
Foreign exchange differences -70,648 -413,052 -909 -77,130 -1,740
Values as at 31.12.2020 223,864 14,970,713 0 6,266,566 92,294

ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2020 – 31/12/2020 102

Group Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Depreciations 1.1.2020 10,714 2,398,205 8,674 1,221,642 12,393
Depreciations for the Period 9,142 2,780,764 5,540 1,559,951 13,298
Depreciations of write-offs 0,00 -360,140 -13,851 -579,337 0,00
Foreign exchange differences -3,602 -116,142 -364 -15,822 -317
Depreciations 31.12.2020 16,255 4,702,688 0 2,186,434 25,375
Net book value as at 31.12.2020 207,609 10,268,025 0 4,080,132 66,919

4.10.22 Number of Employees

The number of employees for the Group and Company is as follows:

Group Company
01.01 - 31.12.2020 01.01 - 31.12.2019 01.01 - 31.12.2020 01.01 - 31.12.2019
Regular employees 2,262 2,136 765 805
Day-wage employees 421 650 92 81
Total Employees 2,683 2,786 857 886

4.10.23 Provisions for post-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 2020.

The calculations of the study were based on the following actuarial assumptions:

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

b. Annual Increase of Wages: 2.0%

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 1.70%, in nominal terms.

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

0-1 year 3,00%
2-5 years 2,00%
6-10 years 1,00%
11-more years 0,00%

e. Retirement ages and condition: According to the statutory provisions of the Primary Social Insurance fund of each employee.

f. Indemnities: In application of the legal provisions of Law 4093/2012.

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
31.12.2020 31.12.2019 31.12.2020 31.12.2019
Current Employment Service Cost 402,141 498,441 389,377 496,100
Financial cost 58,688 47,470 58,688 47,470
Actuarial Losses (Profit) 269,684 -195,351 239,543 -195,351
Total 730,513 350,560 687,609 348,219
Further Payments 0 0 0 0
Retirement expenses 730,513 350,560 687,609 348,219
Balance of Liability at beginning of period 2,230,142 1,878,697 2,138,302 1,790,083
Retirement expenses 730,513 350,560 687,609 348,219
Fx Diferrences -7,399 885 0 0
Closing Balances 2,953,256 2,230,142 2,825,911 2,138,302

A quantitative sensitivity analysis of the major assumptions as of 31st December 2020 is presented below:

Obligation
Discount rate Discount rate
-0.50% 0.50%
154,581 5% -140,212 -5%
Estimated salary increase Estimated salary increase
-0.50% 0.50%
-130,944 -5% 143,736 5%
mortality mortality
-10% 10%
31,503 1% -30,919 -1%

4.10.24 Litigation Cases

• There are no pending or under arbitration legal cases and decisions by judicial or arbitration bodies which may significantly affect the financial statements of the Group and the Company, apart from the case of Marinopoulos S.A., where the Company has a claim of 2.4 million euros, that is included in the Company's provisions.

4.10.25 Contingent Liabilities

During the period 01.01 – 31.12.2020 there are no contingent liabilities either in the Group or the Company.

4.10.26 Contractual Obligations

Α. Guarantees

The Company has guaranteed loan liabilities of its subsidiaries.

B. Capital investment commitments

A new investment in the subsidiary company Polipak is in progress that will lead to a more automated production process. The cost of this project for the following years and until it is completed is estimated at approximately € 25 million.

4.10.27 Events after the Balance Sheet Date

  • ❖ The Company's Extraordinary General Shareholders' Meeting that took place on February 24th 2021, decided the following
    • the amendment of par.1 of article 21 of the Company's articles of association, in order to enable the electronic notification, for instance through an email or equivalent means, of the appointment, revocation or replacement of a shareholder's proxy or representative.
    • the amendment of article 25 of the Company's articles of association, adding a third paragraph regarding the possibility for remuneration to members of the board of directors and company's executives, linked to the fiscal year's profits.
    • the free offer of the Company's own shares to the Company's personnel, according to the provisions of article 114 of L.4548/2018, for reward, attraction and maintenance purposes of competent executives from the market (e.g sign-on bonus, target bonus etc). This is considered as a voluntary benefit that is paid at the Company's discretion reserving its right to revoke, amend or abolish it at any time, while the exercise of the revocation right of the Company does not affect any vested rights. The aforementioned benefit is aligned with the program of free shares offer included in the amended Remuneration Policy that is approved by the General Meeting and applies to members of the board.

  • the amendment of the Company's Remuneration Policy, in accordance with article 110 of Law 4548/2018. The revised Remuneration Policy can be found in the Company's website: https://ir.sarantis.gr/en/general-meetings/of-sarantis-group
  • the amendment of the Company's current stock option plan with the addition of seven (7) additional series, in particular series 60th to 66th, with expiration dates every six months starting from June 15th 2022 until June 15th 2025. It is noted that the duration of the program expires on the June 30th 2025. Upon exercise, the stock purchase price, is proposed at 2.00 € (two euros) or the equivalent value that will result from a revaluation of the share's value, in the time period following the day that the Board of Directors will offer by its decision the relevant rights, due to cut of embedded rights (e.g. dividend distribution, capital increase, share split etc). If at the time of the exercise the nominal value of the share exceeds the amount of 2,00 € (two euros), then the nominal value of the share is defined as the stock purchase price.

4.10.28 Foreign Exchange Differences

The operating currency of the Group is the Euro. The Company converts the statements of income of the subsidiary companies into euro based on the average exchange rate and the balance sheets based on the closing exchange rate as of 31st December.

The major foreign exchange differences that were used in the conversion of foreign transactions into euro are the following:

Average rate for the period ended Spot rate as at
31.12.2020 31.12.2019 31.12.2020 31.12.2019
US dollar 1.14 1.12 1.23 1.12
UK sterling 0.89 0.88 0.90 0.85
Polish zloty 4.44 4.30 4.61 4.26
Romanian leu 4.84 4.75 4.87 4.78
Bulgarian lev 1.96 1.96 1.96 1.96
Czech koruna 26.45 25.67 26.25 25.41
Serbian dinar 117.58 117.86 117.58 117.59
Macedonian dinar 61.67 61.51 61.69 61.49
Hungarian florint 351.12 325.34 365.13 330.52
Bosnia-Herzegovina
convertible marka 1.96 1.96 1.96 1.96
Ukrainian hryvnia 30.80 28.94 34.74 26.42
Russian rouble 82.45 72.50 90.68 69.34

4.10.29 Related party transactions

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

Subsidiaries Company
Trade receivables 31.12.2020 31.12.2019
Sarantis Belgrade D.O.O 88,281 79,500
Sarantis Banja Luca DOO 197 23,800
Sarantis Skopje D.O.O 245 0
Sarantis Bulgaria LTD 153,617 163,656
Sarantis Romania S.A. 582,200 392,248
Sarantis Polska S.A. 723,296 1,092,462
Sarantis Czech Republic sro 1,422,939 1,049,344
Polipak SP.Z.O.O. 47,530 38,692
Sarantis Hungary Kft. 303,954 182,992
Sarantis Portugal LDA 1,119,722 1,229,076
Sarantis Slovakia S.R.O 320,150 164,378
Elode France SARL 27,734 22,826
Ergopack LLC 1,108,875 266,428
Total 5,898,740 4,705,401
Receivables from loans 31.12.2020 31.12.2019
Ergopack LLC 0 7,131,128
Total 0 7,131,128
Grand Total Receivables 5,898,740 11,836,529
Trade Liabilities 31.12.2020 31.12.2019
Sarantis Belgrade D.O.O 1,067,589 993,074
Sarantis Banja Luca DOO 5,648 0
Sarantis Skopje D.O.O 301,140 996,596
Sarantis Romania S.A. 10,687 0
Sarantis Polska S.A. 629,875 388,312
Polipak SP.Z.O.O. 321,052 477,778
Sarantis Hungary Kft. 10,626 0
Sarantis France SARL 48,960 53,868
Ergopack LLC 470 0
Total 2,396,047 2,909,627
Liabilities from loans 31.12.2020 31.12.2019
Sarantis Bulgaria LTD 7,501,237 7,514,695
Sarantis Romania S.A. 15,002,474 15,029,391
Sarantis Polska S.A. 7,501,237 7,514,695
Waldeck LTD 558,255 538,347
Total 30,563,203 30,597,128
Grand Total Liabilities 32,959,250 33,506,756

Income

Income from sale of merchandise 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 2,474,368 2,493,528
Sarantis Skopje D.O.O 681,104 671,669
Sarantis Bulgaria LTD 2,051,024 1,939,111
Sarantis Romania S.A. 6,377,369 5,464,271
Sarantis Polska S.A. 6,766,827 6,641,399
Sarantis Czech Republic sro 4,793,629 3,995,340
Sarantis Hungary Kft. 1,058,339 939,052
Sarantis Portugal LDA 1,041,381 1,062,023
Sarantis Slovakia S.R.O 1,121,558 308,520
Ergopack LLC 1,478,184 221,134
Total 27,843,780 23,736,046
Income – Interest 01.01 - 31.12.2020 01.01 - 31.12.2019
Ergopack LLC 53,849 264,015
Total 53,849 264,015
Other Income 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 202,308 186,596
Sarantis Banja Luca DOO 4,695 27,959
Grand Total Income 29,331,237 24,911,586
Total 1,433,608 911,524
Ergopack LLC 309,685 45,294
Sarantis Slovakia S.R.O 39,454 22,889
Sarantis Portugal LDA 78,297 86,580
Sarantis Hungary Kft. 92,700 72,011
Polipak SP.Z.O.O. 34,435 66,092
Sarantis Czech Republic sro 123,851 99,790
Sarantis Polska S.A. 421,105 178,141
Sarantis Romania S.A. 79,059 79,379
Sarantis Bulgaria LTD 27,669 26,839
Sarantis Skopje D.O.O 20,350 19,954

Expenses and Purchases

Expenses and Purchases
Purchases of Merchandise - Services 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Belgrade D.O.O 35,041
5
3
Sarantis Banja Luca DOO 5,648
0
Sarantis Bulgaria LTD 0
3,714
Sarantis Romania S.A. 27,525
23,129
Sarantis Polska S.A. 2,222,215 1,210,162
Sarantis Czech Republic sro 6,579
0
Polipak SP.Z.O.O. 3,457,936 3,252,666
Sarantis Hungary Kft. 11,177
8
2
Sarantis Portugal LDA 0
127
Ergopack LLC 2,541
0
Total 5,768,661 4,489,933

Expenses – Interest 01.01 - 31.12.2020 01.01 - 31.12.2019
Sarantis Bulgaria LTD 180,452 38,672
Sarantis Romania S.A. 360,904 77,344
Sarantis Polska S.A. 180,452 38,672
Waldeck LTD 22,120 22,060
Total 743,929 176,747
Grand Total Expenses 6,512,590 4,666,680
Table of Disclosures of Related Parties
Group Company
a) Income 0 29,331,237
b) Expenses 0 6,512,590
c) Receivables 0 5,898,740
d) Liabilities 0 32,959,250
e) Transactions and remuneration of senior executives and management 839,167 712,437
f) Receivables from senior executives and management 84,778 84,778
g) Liabilities towards senior executives and management 0 0
h) Receivables from affiliates 213 213
j) Liabilities το affiliates 0 0

It is noted that related party transactions are done at market purchase prices.

4.10.30 Business Units and Geographical Analysis Tables

4.10.30.1 Breakdown by Business Unit

Turnover Analysis
SBU Turnover (€ mil) FY '20 % FY '19
Cosmetics 166.27 4.17% 159.62
% of Total 42.27% 43.13%
Own 102.57 4.35% 98.29
% of SBU 61.69% 61.58%
Distributed 63.71 3.87% 61.33
% of SBU 38.31% 38.42%
Household Products 156.39 10.02% 142.15
% of Total 39.76% 38.41%
Own 154.08 8.82% 141.60
% of SBU 98.52% 99.61%
Distributed 2.31 320.79% 0.55
% of SBU 1.48% 0.39%
Private Label 22.13 6.90% 20.70
% of Total 5.63% 5.59%
Other Sales 48.58 2.06% 47.60
% of Total 12.35% 12.86%
Health Care Products 9.37 6.64% 8.79
% of SBU 19.30% 18.47%
Selective 39.21 1.02% 38.81
% of SBU 80.70% 81.53%
Total Turnover 393.38 6.30% 370.07

EBIT Analysis
SBU EBIT (€ mil) FY '20 % FY '19
Cosmetics 8.56 -25.98% 11.56
Margin 5.15% 7.24%
% of EBIT 17.09% 26.37%
Own 6.20 -23.63% 8.11
Margin 6.04% 8.25%
% of EBIT 12.38% 18.51%
Distributed 2.36 -31.51% 3.45
Margin 3.71% 5.62%
% of EBIT 4.72% 7.86%
Household Products 22.05 52.96% 14.42
Margin 14.10% 10.14%
% of EBIT 44.06% 32.89%
Own 21.81 50.30% 14.51
Margin 14.15% 10.25%
% of EBIT 43.57% 33.10%
Distributed 0.25 366.93% -0.09
Margin 10.64% -16.78%
% of EBIT 0.49% -0.21%
Private Label 3.49 137.56% 1.47
Margin 15.78% 7.10%
% of EBIT 6.97% 3.35%
Other Sales 4.45 2.75% 4.34
Margin 9.17% 9.11%
% of EBIT 8.90% 9.89%
Health Care Products 1.74 33.00% 1.31
Margin 18.62% 14.93%
% of EBIT 3.49% 2.99%
Selective 2.71 -10.37% 3.02
Margin 6.91% 7.79%
% of EBIT 5.41% 6.90%
Income from Associated Companies 11.50 -4.58% 12.06
% of EBIT 22.98% 27.50%
Total EBIT 50.06 14.19% 43.84
Margin 12.73% 11.85%

4.10.30.2 Geographical Breakdown

Country Turnover (€ mil) FY '20 % FY '19
Greece 136.05 7.80% 126.21
% of Total Turnover 34.59% 34.10%
Poland 70.82 27.00% 55.77
Poland - Polipak 22.13 6.90% 20.70
Romania 55.20 -1.53% 56.06
Bulgaria 12.83 -7.26% 13.83
Serbia 19.92 1.05% 19.71
Czech Republic 20.65 -4.76% 21.68
Slovakia 6.05 7.90% 5.61
Hungary 10.28 -4.23% 10.74
North Macedonia 4.02 -6.14% 4.28
Bosnia 3.04 1.67% 2.99
Portugal 2.15 -3.73% 2.23
Ukraine 28.06 1.59% 27.62
Russia 2.18 -17.64% 2.64
Foreign Countries Subtotal 257.33 5.52% 243.86
% of Total Turnover 65.41% 65.90%
Total Turnover 393.38 6.30% 370.07
EBIT Analysis
Country ΕΒΙΤ (€ mil) FY '20 % FY '19
Greece 27.21 6.23% 25.61
% of Total Ebit 54.35% 58.43%
Poland 6.39 96.37% 3.25
Poland-Polipak 3.49 137.56% 1.47
Romania 5.79 0.92% 5.74
Bulgaria 1.52 3.40% 1.47
Serbia 2.16 3.10% 2.09
Czech Republic 1.38 -43.23% 2.43
Slovakia 0.05 -68.61% 0.17
Hungary 0.45 49.49% 0.30
North Macedonia 0.42 -29.33% 0.59
Bosnia -0.16 51.00% -0.32
Portugal -0.16 16.04% -0.19
Ukraine 1.48 14.75% 1.29
Russia 0.04 149.22% -0.07
Foreign Countries Subtotal 22.85 25.39% 18.22
% of Total Ebit 45.65% 41.57%
Total EBIT 50.06 14.19% 43.84

Marousi, April 8 th 2021

THE CHAIRMAN OF
THE BOARD
THE VICE
CHAIRMAN OF THE
BOARD
THE GROUP'S CHIEF
FINANCIAL OFFICER &
BOARD MEMBER
THE COMPANY'S
FINANCE DIRECTOR
THE ACCOUNTANT
DIRECTOR
GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS ANASTASIA
STAVROULA LATSOU
EFSTATHIOS STEFAS

ID No. Χ 080619/03

ID No. ΑΙ

597050/2010 ID No. ΑΚ 783631/13 ID No. ΑΑ 128208/05 ID No. ΑI 988547/12

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