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Attica Holdings S.A.

Audit Report / Information Sep 28, 2015

2691_10-k_2015-09-28_ed0060fb-6101-4eb5-804e-0f7fa4033ceb.pdf

Audit Report / Information

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ATTICA HOLDINGS SA

Annual Financial Statements for the period 1-1-2005 to 31-12-2005 Type of Auditors' opinion: Unqualified

(amounts in € thousand)

The Annual Financial Statements for the fiscal year 2005 were approved by the Board of Directors of Attica Holdings S.A. on 20 February 2006.

ATTICA HOLDINGS SA 157, C.Karamanli Avenue Voula 166 73 Athens, Greece

CONTENTS Page

Auditors' report 4
Income Statement of the Group 5
Income Statement of the Company 6
Balance Sheet 7
Statement of Changes in Equity (period 1-1 to 31-12-2004) 8
Statement of Changes in Equity (period 1-1 to 31-12-2005) 9
Cash Flow Statement 10
Notes to the Financial Statements 11
1. General Information 11
2. Significant Group accounting policies 11
2.1. Basis of preparation of financial statements 11-12
2.2. Consolidation 13
2.2.1. Basis of consolidation 13
2.2.2. Subsidiaries 13
2.2.3. Consolidated financial statements 13
2.3. Goodwill 13-14
2.4. Investments 14
2.5. Tangible assets 14-15
2.6. Intangible assets 15
2.7. Impairment of assets 16
2.8. Investments in property 16
2.9. Inventories 16
2.10. Trade receivables 16
2.11. Cash and cash equivalents 16
2.12. Share capital 17
2.13. Dividends 17
2.14. Revenue 17
2.14.1. Revenue from fares 17
2.14.2. Revenue from on board sales 17
2.14.3. Revenue from travel agency services 17-18
2.14.4. Interest income 18
2.14.5. Dividend income 18
2.15. Accounting for Government grants and disclosure of
Government Assistance 18
2.15.1. Government grants related to assets 18
2.15.2. Government grants related to income 18
2.16. Segment reporting 18-19
2.17 Expenses 19
2.17.1. Borrowing costs 19
2.17.1.1. Recognition of borrowing costs 19
2.17.1.2. Capitalization procedures of borrowing costs 19
2.17.2. Employee benefits 19
2.17.2.1. Short-term benefits 19
2.17.2.2. Defined benefit plans 20
2.17.3. Leases 20
2.17.3.1. Finance leases 20
2.17.3.2. Operating leases 20
2.17.4. Provisions, contingent liabilities and contingent assets 20
2.17.5. Allocation of revenue and expenses 20
2.17.5.1. Allocation of joint revenue and expenses 20
2.17.5.2. Allocation of expenses on a monthly basis 20
2.18. Current and deferred income taxes 21
2.18.1. Income tax on profit from shipping activities 21
2.18.2. Income tax on profit from financial revenues 21
2.18.3. Income tax on profit from non-shipping activities 21
2.19. The effect of changes in foreign exchange rates 21-22
2.20. Financial instruments 22
2.21. Earnings per share 23
3. Financial risk management 23
3.1. Financial risk factors 23-24
3.2. Determination of fair values 24
4. Transition to IFRS 24
4.1. Accounting policies of transition 24-25
4.2. Exemptions 25
4.2.1. Exemption of business combinations 25
4.2.2. Employee benefits exemption 25
4.2.3. Estimates 25
4.2.4. Reconciliation between IFRS and Greek GAAP 25
4.2.4.1. Consolidated Balance Sheet reconciliation as at 01/01/2004 26
4.2.4.2. Company's Balance Sheet reconciliation as at 01/01/2004 27
4.2.4.3. Consolidated Balance Sheet reconciliation as at 31/12/2004 28
4.2.4.4. Company's Balance Sheet reconciliation as at 31/12/2004 29
4.2.4.5. Consolidated Income Statement reconciliation for the period
1/1-31/12/2004 30
4.2.4.6. Company's Income Statement reconciliation for the period
1/1-31/12/2004
30
5. Related party disclosures 31
5.1. Intercompany transactions 31-39
5.2. Participation of the members of the Board of Directors
to the Board of Directors of other companies 39-40
6. Financial Statements Analysis 40
6.1. Revenue analysis and geographical segment report 40-41
6.2. Cost of sales 42
6.3. Other Operating Income 42
6.4. Administrative Expenses 42
6.5. Distribution Expenses 43
6.6. Depreciation 43
6.7. Financial Results 43-44
6.8. Income taxes 44
6.9. Tangible assets 44-47
6.10. Intangible assets 47-48
6.11. Investments in subsidiaries - associated companies 49-50
6.12. Other Financial Assets 50
6.13. Non-current receivables 50
6.14. Inventories 50
6.15. Trade receivables and prepayments 51
6.16. Tax receivables 51
6.17. Other receivables 51
6.18 Financial assets held for trading 52
6.19. Cash and cash equivalents 52
6.20. Deferred expenses - accrued income 52
6.21. Share capital - Reserves 53
6.22. Secured loans 53
6.23. Unsecured loans 54
6.24. Finance Leases 54
6.25. Deferred tax liabilities 54
6.26. Retirement benefit provisions 54-55
6.27. Other provisions 55
6.28. Bank loans and overdrafts 55
6.29. Trade and other payables 55
6.30. Tax liabilities 56
6.31. Deferred Income – Accrued expenses 56
7. Proposed Dividend Payable 56
8. Events after the Balance Sheet date 57

DRM Stylianou SA Certified Public Accountants

Management Consultants

AUDITORS' REPORT

To the Shareholders of "ATTICA HOLDINGS SA"

We have audited the accompanying financial statements as well as the consolidated financial statements of ATTICA HOLDINGS SA as of and for the year ended 31 December 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, evaluating the overall financial statement presentation as well as assessing the consistency of the Board of Directors' report with the aforementioned financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements give a true and fair view of the financial position of the Company and that of the Group (of which this Company is the holding company), as of 31 December 2005, and of the results of its operations and those of the Group and their cash flows and changes in shareholders' equity for the year then ended in accordance with the International Financial Reporting Standards that have been adopted by the European Union and the Board of Directors' Report is consistent with the aforementioned financial statements.

22 February 2006 For DRM Stylianou SA (SOEL Reg. no: 104)

Athos Stylianou, FCCA Certified Public Accountant SOEL Reg. no: 12311

Kifissias & Ethnikis Antistaseos 84 A, GR 152 31 Athens

DRM Stylianou SA is a Member of the Institute of Certified Public Accountants of Greece

Tel.: (30 210) 6717733 6747819 Fax: (30 210) 6726099 e-mail: [email protected] http://www.drm.gr

DRM Stylianou SA is a correspondent member firm of RSM International, an affiliation of independent accounting and consulting firms

INCOME STATEMENT

For the year ending at 31/12/2005 & 2004 and the 4th quarter 2005 and 2004

GROUP
Notes 1/10-31/12/05 1/10-31/12/04 1/1-31/12/05 1/1-31/12/04
Revenue (6.1) 78.594 70.132 385.118 371.253
Cost of sales (6.2) (56.717) (43.055) (230.420) (211.449)
Gross Profit/(loss) 21.877 27.077 154.698 159.804
Other operating income (6.3) 1.950 1.202 4.472 2.976
Administrative expenses (6.4) (6.822) (7.152) (25.207) (26.693)
Distribution expenses (6.5) (7.612) (5.542) (34.859) (31.368)
Earnings before taxes, investing and financial
results,depreciation and amortization 9.393 15.585 99.104 104.719
Depreciation and amortization (6.6) (9.282) (9.106) (37.385) (37.977)
Earnings before taxes, investing and financial
results 111 6.479 61.719 66.742
Dividends from subsidiaries and other entities (6.7) 726 18 791 56
Interest & other similar income (6.7) 595 898 2.243 3.075
Interest and other financial expenses (6.7) (6.307) (9.053) (28.438) (36.275)
Profit / (Loss) from sale-revaluation of investments in
subsidiaries - associated companies (6.7) 450
Foreign exchange differences (6.7) (3.114) 1.296 (2.244)
Financial results (4.986) (11.251) (23.658) (35.388)
Profit/(loss) from vessels' disposal 4.517 10.419
Profit/(loss) before taxes (4.875) (255) 38.061 41.773
Taxes (6.8) (257) (244) (1.019) (758)
Profit/(loss) after taxes (5.132) (499) 37.042 41.015
Attributable as follows:
Company shareholders (4.241) (1.436) 28.081 35.630
Minority interests in subsidiaries (891) 937 8.961 5.385
Earnings after taxes Per Share - basic (in €) (0,04) (0,01) 0,27 0,34
Proposed dividend payable per share (in €)

The Notes on pages 11 to 57 are an ntegral part of these Financial Statements.

INCOME STATEMENT

For the year ending at 31/12/2005 & 2004 and the 4th quarter of 2005 and 2004

COMPANY
Notes 1/10-31/12/05 1/10-31/12/04 1/1-31/12/05 1/1-31/12/04
Revenue
Cost of sales
Gross Profit/(loss)
Other operating income
Administrative expenses (6.4) (205) (10) (792) (825)
Distribution expenses (6.5) (11) (17)
Earnings before taxes, investing and financial
results,depreciation and amortization (216) (10) (809) (825)
Depreciation and amortization (6.6) (25) (28) (41) (57)
Earnings before taxes, investing and financial results (241) (38) (850) (882)
Dividends from subsidiaries and other entities (6.7) 18 14.140 16.266
Interest & other similar income (6.7) 10 43 58 370
Interest and other financial expenses (6.7) (420) (590) (2.334) (7.449)
Profit / (Loss) from sale-revaluation of investments in
subsidiaries - associated companies (6.7) (525) (75)
Foreign exchange differences (6.7)
Financial results (935) (529) 11.789 9.187
Profit/(loss) from vessels' disposal
Profit/(loss) before taxes (1.176) (567) 10.939 8.305
Taxes (6.8) (29) (116)
Profit/(loss) after taxes (1.176) (596) 10.939 8.189
Attributable as follows:
Company shareholders (1.176) (596) 10.939 8.189
Minority interests in subsidiaries
Earnings after taxes Per Share - basic (in €)
Proposed dividend payable per share (in €)
(0,01) (0,01) 0,11
0,08
0,08
0,08

The Notes on pages 11 to 57 are an integral part of these Financial Statements.

BALANCE SHEET
As at 31st of December 2005 and at December 31, 2004
GROUP COMPANY
Notes 31/12/2005 31/12/2004 31/12/2005 31/12/2004
ASSETS
Non-current assets
Tangible assets (6.9) 1.116.915 1.139.437 3
Intangible assets (6.10) 3.240 2.420 86 118
Investments in subsidiaries-associated companies (6.11) 9 168.434 184.756
Other financial assets (6.12) 26.643 26.643
Non-current receivables (6.13) 135 57
1.146.933 1.141.923 195.163 184.877
Current assets
Inventories (6.14) 4.194 3.222
Trade receivables and prepayments (6.15) 60.224 51.304
Tax receivables (6.16) 1.496 1.973 581 101
Receivables from subsidiaries-associated companies 30.000
Other receivables (6.17) 6.449 8.147 219 3
Financial assets held for trading (6.18) 16.545 3.307 16.517 3.280
Cash and cash equivalents (6.19) 92.558 143.008 3.251 22.181
Deferred expenses (6.20) 5.079 8.387
Accrued income (6.20) 1.218 135 2 4
187.763 219.483 20.570 55.569
Total assets 1.334.696 1.361.406 215.733 240.446
EQUITY AND LIABILITIES
Equity
Share capital (6.21) 93.756 93.756 93.756 93.756
Reserves (6.21) 289.644 275.620 75.293 80.924
Retained Earnings 5.680 3.428 10.939
Total equity 389.080 372.804 179.988 174.680
Minority interests in subsidiaries 102.726 94.084
Non-current liabilities
Secured loans (6.22) 677.965 699.856
Unsecured loans (6.23) 25.000 25.000 25.000 25.000
Finance leases (6.24) 202 602
Deferred tax liabilities (6.25) 295 267 267 267
Retirement benefit provisions (6.26) 1.017 890 54 54
Other provisions (6.27) 2.482 1.590
706.961 728.205 25.321 25.321
Current liabilities
Bank loans and overdrafts (6.28) 12.150 13.324 9.931 9.931
Current portion of long term liabilities 69.924 105.116 30.000
Trade and other payables (6.29) 35.722 28.084 81 97
Tax liabilities (6.30) 3.908 3.151
Deferred income (6.31) 2.864 2.850
Accrued expenses (6.31) 11.361 13.788 412 417
135.929 166.313 10.424 40.445
Total equity and liabilities 1.334.696 1.361.406 215.733 240.446

The Notes on pages 11 to 57 are an integral part of these Financial Statements.

Statement of Changes in Equity

For the Period 1/1-31/12/2004

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CASH FLOW STATEMENT

For the period 1/1/-31/12 2005 &2004

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Cash flow from Operating Activities
Profit Before Taxes 38.061 41.773 10.939 8.305
Adjustments for:
Depreciation & amortization 37.385 37.977 41 57
Deferred tax expense 27 100
Net profit/(Loss) from investing activities (4.010) (9.880) (14.648) (16.635)
Provisions 2.802 (3.259) 525
Foreign exchange differences (1.296) 2.244
Interest and other financial expenses 28.438 36.275 2.334 7.449
Plus or minus for Working Capital changes :
Decrease/(increase) in Receivables (533) 12.180 749 315
Decrease/(increase) in Inventories (972) 426
(Decrease)/increase in Payables (excluding banks) 10.510 (18.130) 60 (100)
Less:
Interest and other financial expenses paid (38.553) (33.009) (2.339) (7.530)
Taxes paid (490) (551) (116)
Total cash inflow/(outflow) from operating activities (a) 71.369 66.146 (2.339) (8.255)
Cash flow from Investing Activities
Acquisition of subsidiaries,associated companies,joint ventures and
other investments (41.106) (22.897) 17.493
Purchase of tangible and intangible assets (16.662) (7.427) (6) (248)
Proceeds from sale of tangible and intangible assets 64.060
Interest received 2.691 3.075 506 370
Dividends received 791 56 14.140 16.266
Total cash inflow/(outflow) from investing activities (b) (54.286) 59.764 (8.257) 33.881
Cash flow from Financing Activities
Proceeds from issue of Share Capital
Proceeds from Borrowings 210.050 25.000 2.500 25.000
Payments of Borrowings (265.335) (158.581) (2.500) (45.000)
Payments of finance lease liabilities (688) (405)
Dividends paid (11.560) (7.772) (8.334) (5.817)
Total cash inflow/(outflow) from financing activities (c) (67.533) (141.758) (8.334) (25.817)
Net increase/(decrease) in cash and cash equivalents
(a)+(b)+(c) (50.450) (15.848) (18.930) (191)
Cash and cash equivalents at beginning of period 143.008 158.856 22.181 22.372
Cash and cash equivalents at end of period 92.558 143.008 3.251 22.181

The method used for the preparation of the above Cash Flow Statement is the Indirect Method.

Cash and cash equivalents analysis is presented in paragraph 6.19

The Notes on pages 11 to 57 are an integral part of these Financial Stetements.

NOTES TO THE FINANCIAL STATEMENTS

1. General information

Attica Holdings S.A. is a Company which operates exclusively in passenger shipping.

The headquarters of the Company are in Athens, C. Karamanli Avenue 157, 16673, Voula, Athens, Greece.

At period end, the Company had 9 employees and the Group 1.517 employees.

Attica Holdings S.A. shares are listed in the Athens Stock Exchange under the code ATTICA.

The corresponding codes under Bloomberg is ATTEN GA and under Reuters is EPA.AT.

The total number of common bearer shares outstanding as at 31 December 2005 was 104.173.680. Each share carries one voting right. The total market capitalization amounted to approximately € 418,7 million.

The financial statements of the Company and the Group for the period ending 31 December 2005 were approved by the Board of Directors on 20 February 2006.

Due to rounding there may be minor differences in some amounts.

2. Significant Group accounting policies

The significant Group accounting policies are as follows:

2.1. Basis of preparation of financial statements

The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) which have been issued by the International Accounting Standards Board (IASB) and the interpretations which have been issued by the International Financial Reporting Interpretations Committee as adopted by the European Union.

In addition, the Group has prepared the financial statements in compliance with the historical cost principle, the going concern principle, the accrual basis principle, the consistency principle and the materiality principle.

In preparing its financial statements for the period ending 31 December 2005, the Group complied with the following standards:

  • IAS 1 Presentation of Financial Statements
  • IAS 2 Inventories
  • IAS 7 Cash Flow Statements
  • IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
  • IAS 10 Events after the Balance Sheet Date
  • IAS 11 Construction Contracts
  • IAS 12 Income Taxes
  • IAS 14 Segment Reporting
  • IAS 16 Property, Plant and Equipment
  • IAS 17 Leases
  • IAS 18 Revenue
  • IAS 19 Employee Benefits
  • IAS 20 Accounting for Government Grants and Disclosure of Government Assistance
  • IAS 21 The Effects of Changes in Foreign Exchange Rates
  • IAS 23 Borrowing Costs
  • IAS 24 Related Party Disclosures
  • IAS 26 Accounting and Reporting by Retirement Benefit Plans
  • IAS 27 Consolidated and Separate Financial Statements
  • IAS 28 Investments in Associates
  • IAS 29 Financial Reporting in Hyperinflationary Economies
  • IAS 31 Interests in Joint Ventures
  • IAS 32 Financial Instruments: Disclosure and Presentation
  • IAS 33 Earnings per share
  • IAS 34 Interim Financial Reporting
  • IAS 36 Impairment of Assets
  • IAS 37 Provisions, Contingent Liabilities and Contingent Assets
  • IAS 38 Intangible Assets
  • IAS 39 Financial instruments: Recognition and measurement
  • IAS 40 Investment Property
  • IFRS 1 First-time Adoption of International Financial Reporting Standards
  • IFRS 2 Share-based Payment
  • IFRS 3 Business Combinations
  • IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

The preparation of the financial statements calls for the use of estimates and assumptions which must be in line with the provisions of generally accepted accounting principles. The above estimates are based οn the knowledge and the information available to the Management of the Group until the date of approval of the financial statements for the period ending 31 December 2005.

2.2. Consolidation

2.2.1. Basis of consolidation

The purchase method is used for the consolidation.

The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus cost directly attributable to the acquisition.

2.2.2. Subsidiaries

Subsidiaries are the entities which are controlled by another Company. Control exists when a Company has the power to govern the financial and operating policies of an entity.

In the Company's financial statements, participation in subsidiaries is presented in the acquisition cost less any impairment loss, if such case arises.

2.2.3. Consolidated financial statements

The consolidated financial statements include the Company and its subsidiaries. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that the parent company ceases to control the subsidiary.

Intercompany transactions, balances and gains or losses on transactions between Group companies are eliminated unless the transaction relates to an asset which provides evidence of impairment.

The subsidiaries' accounting policies are consistent with the policies adopted by the Group.

Minority interests are presented separately from the shareholders' equity of the Group.

2.3. Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of identifiable assets and liabilities of the acquired subsidiary or associated company, at the time of acquisition. The goodwill is not amortized. The goodwill is subject to an impairment test at the end of each year.

The negative goodwill which, prior to the first application of IFRS, was shown as a deduction from equity, it cannot be recognised as an asset. The Company shall not recognise that goodwill in profit or loss if it disposes of all or part of the business to which that goodwill relates.

2.4. Investments

The investments are classified according to their scope as follows:

a) Long-term investments

These investments are recognised at cost plus any cost directly attributable to the investment and are reported as non-current assets. The company, annually, shall assess whether there is any indication that an investment may be impaired.

If any such indication exists, impairment losses are recognised in the shareholders' equity.

b) Investments available for sale (short-term investments)

These investment are initially recorded at cost plus any cost attributable to the investment. Subsequently, these investments are re-measured at fair value and gains or losses are recorded under shareholders' equity until these are disposed of or considered impaired. When these are disposed of or considered impaired, gains or losses are recognised in the income statement.

2.5. Tangible assets

Tangible assets are stated at acquisition cost less accumulated depreciation and any impairment loss.

Cost includes expenditure that is directly attributable to the acquisition of the assets.

Subsequent costs are added in the asset's carrying amount or recognised as a separate asset, only when it is probable that additional future economic benefits, associated with the asset, will flow to the Group.

All other expenses are charged to the income statement as they are considered as repairs and maintenance.

Land is not depreciated.

Depreciation is calculated on a straight line basis over the estimated useful life of each asset.

The estimated useful lives are as follows:

1. Conventional vessels 30 years
2. High-speed vessels (Catamaran) 15 years
3. Buildings 60 years
4. Harbor establishments 10 years
5. Motor Vehicles 5 years
6. Furniture and fixtures 5 years
7. Hardware equipment 3 years

The residual value of the vessels is estimated at 20% of the acquisition cost. For the other fixed assets no residual value is calculated. The residual value and the useful life of fixed assets is reviewed annually.

Costs incurred subsequent to the acquisition of a vessel for the purpose of increasing the future economic benefits from the operation of the vessel or for compliance with new rules and safety regulations, are capitalised separately and are depreciated in 5 years.

Once the sale of a tangible asset is completed, the difference between the selling price and the net book value less any expenditure related to the sale, is recognised as gain or loss in the income statement.

2.6. Intangible assets

a) Trademarks

Trademarks are recognised at cost less accumulated depreciation and any impairment loss.

The cost of trademarks includes expenditure related to the development and registration of the trademarks in Greece and abroad.

The useful life of trademarks is 15 years and depreciation is calculated on a straight line basis.

b) Computer software

Computer software programs are recognised at cost less accumulated depreciation and any impairment loss.

The initial cost recognition, in addition to the licenses, includes installation, customizing and development expenses.

Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognised as a capital expenditure and added to the original cost of the software.

Useful life of computer software is 8 years and depreciation is calculated on a straight line basis.

2.7. Impairment of assets

At each reporting date the assets are assessed as to whether there is any indication that an asset may be impaired. If any such indication exists, the entity estimates the recoverable amount of the asset. The recoverable amount of an asset or a cash generating unit is the higher of its fair value less costs to sell the asset and its value in use.

Impairment losses are recognised in the income statement.

2.8. Investments in property

An investment in property is initially recognised at cost. Transaction costs are included in the initial cost. Subsequent expenditure is added to the cost only if it is probable that future economic benefits are expected.

Subsequent to initial recognition, investment property is stated at cost less accumulated depreciation and any accumulated impairment losses.

2.9. Inventories

Inventories are stated at the lower value of cost and net realizable value. Net realizable value is the estimated selling price less applicable variable selling expenses. The cost of inventories is determined using the weighted average method.

2.10. Trade receivables

Trade receivables are short-term receivables to be collected in less than 12 months from the date of recognition and are initially recognised at fair value.

Subsequently, if the collection is delayed, trade receivables are measured at amortized cost using the effective interest rate, less any impairment loss.

Impairment loss is established when there is objective evidence that the Group will not be able to collect all the amounts due.

The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows.

The discounting of the above difference is calculated using the effective interest rate.

The amount of the provision is recognised in the income statement.

2.11. Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits in banks, other short-term highly liquid investments maturing within three months and bank overdrafts.

2.12 Share capital

Share capital consists of common ordinary shares and is included in shareholders' equity.

Costs directly attributable to the issue of new shares are shown in equity as a deduction from the share premium, net of tax.

Costs directly attributable to the issue of new shares for the acquisition of a new entity are recognised in the cost of the acquired entity.

The cost of treasury shares is deducted from equity until the shares are cancelled or disposed of. In this case profit or loss, net from direct costs, is included in shareholders' equity.

2.13. Dividends

Dividends payable are recognised as a liability when these are approved by the Shareholders' General Assembly.

2.14. Revenue

The revenue of the Group is derived from cargo, passengers and vehicles fares, on board sales and sales of travel agency services. The Group also has income from interest and dividends.

2.14.1. Revenue from fares

Revenue from fares is recognised as follows:

  • a) For international routes: when the customer travels.
  • b) For domestic routes: when the ticket is issued.

The above difference with regard to the recognition of income between international and domestic markets respectively, is due to the fact that tickets of domestic routes issued in a specific month but concerning the following months are not substantial compared with total income. Besides this, the cost of tracking changes of tickets between the period from the date of issuance to the date of traveling would be very significant compared with the benefit of such information.

2.14.2. Revenue from on board sales

Revenue from sales of goods and services on board is recognised upon delivery of goods or services.

Regarding the services provided by the Group through concessions, revenue is recognised when the invoice is issued for services relating to the period.

2.14.3. Revenue from travel agency services

Revenue from sales of air tickets are the sales commissions which the Group receives from airline companies and is recognised when the invoice is issued.

Revenue from tour operating packages is recognised when the appropriate invoice is issued.

All the above revenue is recognised when the collection of the related receivables is reasonably assured.

2.14.4. Interest income

Interest income is recognised on an accrual basis using the effective interest method.

2.14.5. Dividend income

Dividend income is recognised as revenue on the date the dividends are approved from the Shareholders' General Assembly of the entity which declares these.

2.15. Accounting for Government grants and disclosure of Government assistance

2.15.1. Government grants related to assets Government grants that relate to assets are provided subject to the condition that the entity will purchase or construct long-term assets.

Government grants are recognised when it is certain that:

  • a) The entity will comply with the conditions attaching to these.
  • b) The grants will be received.

Government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis, independently from the receipt of them.

2.15.2. Government grants related to income

Government grants related to income are recognised as income over the periods, on a systematic basis, in order to match the relevant costs.

2.16. Segment reporting

A business segment is a distinguishable component of an entity that is engaged in providing an individual product or service or a group of related products or services which are subject to risks and returns that are different from those of other business segments.

A geographical segment is a distinguishable component of an entity that is engaged in providing products or services within a particular economic environment and which is subject to risks and returns that are different from those of components operating in other economic environments.

The Group mainly operates in sea transportation services for passengers, private vehicles and cargo in several geographical areas. For this reason geographical segmentation is used.

The Group's geographical segments are the following:

  • a) Greek Domestic Market
  • b) Adriatic Sea
  • c) Baltic Sea
  • d) North Sea

The Group's vessels provide transportation services to passengers, private vehicles and cargo. The Company's sales are highly seasonal. The highest traffic for passengers and vehicles is observed during the months July, August and September while the lowest traffic for passengers and vehicles is observed between November and February. On the other hand, cargo sales are not affected significantly by seasonality.

  • 2.17. Expenses
  • 2.17.1. Borrowing costs

Borrowing costs are interest and other costs incurred by an entity in connection with the borrowing of funds.

Borrowing costs include:

  • a) Interest on bank overdrafts and interest on short-term and long-term borrowings.
  • b) Amortisation of discounts or premium relating to borrowings.
  • c) Amortisation of ancillary costs incurred in connection with the arrangement of borrowings.
  • d) Finance charges in respect of finance leases recognised in accordance with IAS 17 "Leases".
  • e) Exchange differences arising from foreign currency borrowings to the extent that these are regarded as a cost additional to interest costs.
  • 2.17.1.1. Recognition of borrowing cost

Borrowing costs are recognised as an expense in the period in which these are incurred unless these are related to the acquisition or construction of a qualifying asset. In this case, these are capitalised.

2.17.1.2. Capitalisation procedures of borrowing costs

The capitalisation of borrowing cost:

  • a) Commences when the investment in an asset is taking place and borrowing cost exists.
  • b) Is suspended when the investment is suspended for a long period.
  • c) Ceases when all the activities necessary to prepare the qualifying asset for its intended use or sale are completed.
  • 2.17.2. Employee benefits
  • 2.17.2.1. Short-term benefits

The current obligations of the Group towards its personnel, in cash or in non-monetary items are recognised as expenses as soon as they are incurred unless these relate to services that are included in the cost of an asset.

2.17.2.2. Defined benefit plans

Defined benefit plan is a legal obligation of the Group that defines an amount of pension benefit that an employee will receive on retirement. The defined benefit obligation is calculated annually based on actuarial valuation performed by independent actuaries using the projected unit credit method. Actuarial gains or losses are recognised in the income statement.

  • 2.17.3. Leases
  • 2.17.3.1. Finance leases

Finance leases are recognised as assets and liabilities at amounts equal to the fair value of the leased property or, if lower, to the present value of the minimum lease payments.

The depreciation method of leased assets is similar to the method used for the other assets of the Group. Depreciation is calculated in accordance with IAS 16 "Property, plant and equipment" and IAS 38 "Intangible assets". Therefore, paragraphs 2.5. "Tangible assets", 2.6. "Intangible assets" and 2.7. "Impairment of assets" refer.

2.17.3.2. Operating leases

The lease payments for an operating lease are recognised as an expense and charged to the income statement.

  • 2.17.4. Provisions, contingent liabilities and contingent assets Provisions are recognised when:
  • a) The Group has a present obligation, legal or construed, as result of a past event.
  • b) It is probable that an outflow of resources embodying economic benefits will be required to settle an obligation.
  • c) It is possible that a reliable estimation of the obligation can be made. Provisions should be reviewed at each balance sheet date.

Contingent liabilities or contingent assets are not recognised in the financial statements and are noted in the notes to the financial statements, provided the possibility of an outflow or inflow of economic benefits is remote.

2.17.5. Allocation of revenue and expenses

  • 2.17.5.1. Allocation of joint revenue and expenses
  • As reported in paragraph 5.1.d, joint ventures and management companies which are consolidated in the Group, transfer all revenue and expenses relating to specific companies to these shipowning companies. This means that when revenue or expenses are incurred which are not related to specific shipowning companies, these expenses are allocated to the shipowning companies based on percentages arising from historical data.

2.17.5.2. Allocation of expenses on a monthly basis

The Group recognises insurance expenses and annual survey expenses in the income statement on a monthly basis because the above expenses relate to the whole year.

2.18. Current and deferred income taxes For a better understanding of the manner in which the Group's income is taxed, the profits are classified based on their origin.

2.18.1. Income tax on profit from shipping activities

According to Law 27/1975, article 6, the shipowning companies carrying a Greek flag pay taxes based on the gross tonnage of the vessels, regardless of profits or losses. This tax is in effect an income tax which is readjusted according to the above law.

The payment of the above tax covers all obligations which are related to income tax with regard to shipping activities.

In this case, a permanent difference exists between taxable and accounting results, which will not be taken into consideration for the calculation of deferred taxation.

2.18.2. Income tax on profit from financial revenues

This category includes capital revenue which is recognised as taxable when it is distributed or capitalised. For the portion of the revenue which will not be distributed, a temporary taxable difference will result and a deferred tax liability will be recognised until the distribution of these profits. The following are exempted:

  • a) The interest on deposits which is taxable under the general rules of taxation.
  • b) The dividends receivable from other companies which are not subject to Taxation and which are not taken into account for the calculation of deferred taxation.
  • 2.18.3. Income tax on profit from non-shipping activities In that case, the profits are subject to the provisions of the tax law and on occasions of calculation of deferred taxation, they will be estimated in accordance with IAS 12.
  • 2.19. The effect of changes in foreign exchange rates The functional currency of the Group is Euro.

Transactions in foreign currencies are translated into Euro at the exchange rate applying at the date of the transaction.

At each balance sheet date:

  • a) Monetary items are translated using the closing rate.
  • b) Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction.

Exchange differences arising in the above cases are recognised in profit or loss in the period in which they are arise.

Exchange differences arising on the settlement of non-monetary items are recognised directly in shareholders' equity.

Exchange differences arising from the translation of the net investment in foreign entities are recognised in the income statement.

The above exchange differences are taken initially to shareholders' equity on consolidation and when the foreign entity is sold, such exchanges differences are recognised in the income statement.

2.20. Financial instruments

Basic financial instruments of the Group are:

a) Cash, bank deposits, short-term receivables and liabilities.

Given the short-term nature of these instruments, Group Management believe that their fair value is essentially identical to the value at which these are recorded in the accounting books of the Group.

b) Securities

Securities are titles that embody rights on specific financial assets which can be valued in cash.

Securities are initially recognised at cost which is the market price plus expenses related to the transaction.

Securities are held by the Group for trading purposes. This means that these are acquired with the intention of selling for a profit.

Subsequently securities are measured at fair value and any profit or loss is recognised in the income statement.

Fair values of listed securities in active markets are calculated with current prices.

For non negotiable securities, fair values are defined through various valuation methods such as the analysis of recent comparative transactions, estimation of future cash flows, etc.

c) Bank loans

Management believe that the interest rates of bank loans are almost equal to current market interest rates and therefore, it is not appropriate to adjust the value of these liabilities.

d) Bond Loans

Bond Loans are initially recognised at cost which is the true value including issuance expenses. Subsequently these are recognised at the carrying amount based on the effective interest rate method. Any difference between the amount collected at the issuance date, net of related expenses, and the amount repaid is recognised in the income statement using the effective interest rate method.

2.21. Earnings per share

Basic earnings per share are calculated by dividing the profit or loss for the period, attributable to ordinary equity shareholders, adjusted for the payment of dividends to preference shares, by the weighted average number of ordinary shares outstanding during the period.

For the purpose of calculating basic earnings per share for the consolidated financial statements the numerator includes profit or loss attributable to equity shareholders of the parent company and the denominator includes the weighted average number of ordinary shares outstanding during the period.

3. Financial risk management

3.1. Financial risk factors

a) Market risk

The Group operates in the European Monetary Union (Eurozone) and in United Kingdom.

The foreign exchange risk arising from operating in the market of North Sea is not significant because the revenue in UK pounds is less than 10% of the total revenue of the Group.

The Group rarely buys foreign currencies in advance or enters into forward contracts.

Provisions for spare parts, other materials or services in foreign currencies outside the Euro-zone are not substantial compared to the total amounts spent for provisions.

b) Credit risk

The Group has established credit control procedures in order to minimize the possibility of credit risk.

The Group estimates that there is no considerable concentration of trade receivables except in the case of "Attica Premium SA" which is 100% subsidiary company and therefore there is no credit risk.

The Group has defined credit limits and specific credit conditions for all of its customers.

Furthermore, the Group has obtained bank guarantees from major customers, in order to secure its trade receivables.

c) Liquidity risk

The liquidity risk is at a very low level because the Group maintains sufficient cash and also has a high credit rating from banks.

d) Interest rate risk

The borrowings of the Group are linked to floating interest rates.

In order to manage the interest rate risk, the Group has entered an interest rate hedge for the next five years covering the largest part of the long-term borrowings.

3.2. Determination of fair values

The fair value of financial instruments which are negotiable in active markets is calculated by using the closing price published at the balance sheet date.

The asking price is used for financial assets and the bid price is used for financial liabilities.

Nominal value of trade receivables, after related provisions, is approaching their fair value.

4. Transition to IFRS

4.1. Accounting policies of transition

These financial statements have been prepared on the basis of the International Accounting Standards. The date of transition to IAS is the beginning of business on 1 January 2004.

You will find more information about the preparation of these financial statements in paragraph 2.1. of these notes.

The adjustments made by the Group in order to apply IFRS are presented in the table that follows:

IFRS ADJUSTMENTS IN NET EQUITY AT THE BEGINNING OF THE PERIOD (1/1/2005 & 1/1/2004 RESPECTIVELY) FOR THE TRANSITION FROM GREEK GAAP TO IFRS

GROUP
01/01/2005 01/01/2004
Net equity as previously reported under Greek GAAP 362.635 337.161
Recognition of deferred tax liabilities (107) (3)
Change in economic useful life of tangible and intangible assets 1.433 1.247
Write-off of long-term depreciation expenses (1.639) (3.366)
Presentation of Bond Loan according to IFRS (912) (1.325)
Valuation of Investments 287 (287)
Presentation of sale of tangible assets on credit according to IFRS 170 136
Adjustment of leasing contracts according to IFRS 397 67
Derecognition of dividends as a liability until approved by the Annual General Assembly
Derecognition of Board of Directors' fees as a liability until approved by the Annual
11.559 7.775
General Assembly 55 55
Recognition of foreign exchange differences in income statement 35 (737)
Recognition of provision for staff termination 161 149
Differences arising from the change of the consolidation method of a subsidiary
Company 774 (134)
Other adjustments (2.044)
Net equity at the beginning of the period, excluding minority interests,according
to IFRS 372.804 340.738
COMPANY
01/01/2005 01/01/2004
Net equity as previously reported under Greek GAAP 166.707 188.394
Recognition of deferred tax liabilities (267) (263)
Write-off of long-term depreciation expenses (381) (737)
Valuation of Investments 287 (21.074)
Derecognition of dividends as a liability until approved by the Annual General Assembly
Net equity at the beginning of the period, excluding minority interests,according
8.334 5.817
to IFRS 174.680 172.137

4.2. Exemptions

4.2.1. Exemption of business combinations The Group has applied the exemption of business combinations according to IFRS 1.

4.2.2. Employee benefits exemption The Group has elected to recognise all cumulative actuarial gains and losses as at 1 January 2004.

4.2.3. Estimates

Estimates under IFRS at 1 January 2004 are consistent with estimates made for the same date under previous Greek GAAP, unless there is evidence that those estimates were wrong.

4.2.4. Reconciliation between IFRS and Greek GAAP

The following reconciliation provide an overview of the impact of IFRS adjustments as at 1 January 2004 and 31 December 2004.

4.2.4.1. Consolidated Balance Sheet reconciliation as at 1 January 2004

GROUP
GREEK IFRS
GAAP Adjustments IFRS
ASSETS
Non-current assets
Tangible assets 1.221.020 1.450 1.222.470
Intangible assets 5.005 (1.508) 3.497
Investments in subsidiaries-associated companies 2.401 (985) 1.416
Non-current receivables 68 68
1.228.494 (1.043) 1.227.451
Current assets
Inventories 3.648 3.648
Trade receivables and prepayments 59.881 (1.412) 58.469
Tax receivables
Receivables from subsidiaries-associated companies
Other receivables 10.779 4.106 14.885
Financial assets held for trading 2.931 2.931
Cash and cash equivalents 152.105 6.752 158.857
Deferred expenses 9.640 9.640
Accrued income 189 189
239.173 9.446 248.619
Total assets 1.467.667 8.403 1.476.070
EQUITY AND LIABILITIES
Equity
Share capital 93.756 93.756
Reserves 205.685 3.578 209.263
Retained Earnings 37.719 37.719
Total equity 337.160 3.578 340.738
Minority interests in subsidiaries 92.862 227 93.089
Non-current liabilities
Secured loans 840.981 1.726 842.707
Finance leases 286 286
Deferred tax liabilities 263 263
Retirement benefit provisions 832 (128) 704
Other provisions 893 105 998
842.706 2.252 844.958
Current liabilities
Bank loans and overdrafts 13.324 294 13.618
Current portion of long term liabilities 120.335 (15.951) 104.384
Trade and other payables 36.427 17.446 53.873
Tax liabilities 2.777 2.777
Deferred income 3.717 3.717
Accrued expenses 18.359 557 18.916
194.939 2.346 197.285
Total equity and liabilities 1.467.667 8.403 1.476.070

4.2.4.2. Company's Balance Sheet reconciliation as at 1 January 2004

COMPANY
GREEK IFRS
GAAP Adjustments IFRS
ASSETS
Non-current assets
Tangible assets 4 4
Intangible assets 852 (737) 115
Investments in subsidiaries-associated companies 223.224 (21.451) 201.773
Non-current receivables
224.080 (22.188) 201.892
Current assets
Inventories
Trade receivables and prepayments
Tax receivables
Receivables from subsidiaries-associated companies 30.000 30.000
Other receivables 400 308 708
Financial assets held for trading 2.903 2.903
Cash and cash equivalents 22.372 22.372
Deferred expenses
Accrued income 23 23
55.698 308 56.006
Total assets 279.778 (21.880) 257.898
EQUITY AND LIABILITIES
Equity
Share capital 93.756 93.756
Reserves 94.638 (16.257) 78.381
Retained Earnings
Total equity 188.394 (16.257) 172.137
Minority interests in subsidiaries
Non-current liabilities
Secured loans 30.000 30.000
Deferred tax liabilities 263 263
Retirement benefit provisions 46 46
Other provisions
30.046 263 30.309
Current liabilities
Bank loans and overdrafts 9.931 9.931
Current portion of long term liabilities 45.000 45.000
Trade and other payables 5.879 (5.816) 63
Tax liabilities 13 13
Accrued expenses 515 (70) 445
61.338 (5.886) 55.452
Total equity and liabilities 279.778 (21.880) 257.898

4.2.4.3. Consolidated Balance Sheet reconciliation as at 31 December 2004

GROUP
GREEK IFRS
GAAP Adjustments IFRS
ASSETS
Non-current assets
Tangible assets 1.137.758 1.679 1.139.437
Intangible assets 2.143 277 2.420
Investments in subsidiaries-associated companies 2.815 (2.806) 9
Non-current receivables 76 (19) 57
1.142.792 (869) 1.141.923
Current assets
Inventories 3.222 3.222
Trade receivables and prepayments 52.120 (816) 51.304
Tax receivables 1.973 1.973
Receivables from subsidiaries-associated companies
Other receivables 5.935 2.212 8.147
Financial assets held for trading 3.307 3.307
Cash and cash equivalents 138.315 4.693 143.008
Deferred expenses 8.330 57 8.387
Accrued income 5 130 135
211.234 8.249 219.483
Total assets 1.354.026 7.380 1.361.406
EQUITY AND LIABILITIES
Equity
Share capital 93.756 93.756
Reserves 265.451 10.169 275.620
Retained Earnings 3.428 3.428
Total equity 362.635 10.169 372.804
Minority interests in subsidiaries 94.755 (671) 94.084
Non-current liabilities
Secured loans 699.856 699.856
Unsecured loans 25.000 25.000
Finance leases 602 602
Deferred tax liabilities 267 267
Retirement benefit provisions 914 (24) 890
Other provisions 1.563 27 1.590
727.333 872 728.205
Current liabilities
Bank loans and overdrafts 13.324 13.324
Current portion of long term liabilities 102.143 2.973 105.116
Trade and other payables 33.687 (5.603) 28.084
Tax liabilities 2.039 1.112 3.151
Deferred income 2.850 2.850
Accrued expenses 15.259 (1.471) 13.788
169.303 (2.990) 166.313
Total equity and liabilities 1.354.026 7.380 1.361.406

GREEK GAAP IFRS Adjustments IFRS ASSETS Non-current assets Tangible assets 421 (418) 3 Intangible assets 80 37 118 Investments in subsidiaries-associated companies 184.470 287 184.756 Non-current receivables 184.971 (94) 184.877 Current assets Inventories Trade receivables and prepayments Tax receivables 101 101 Receivables from subsidiaries-associated companies 30.000 30.000 Other receivables 3 3 Financial assets held for trading 3.280 3.280 Cash and cash equivalents 22.181 22.181 Deferred expenses Accrued income 4 4 55.569 55.569 Total assets 240.540 (94) 240.446 EQUITY AND LIABILITIES Equity Share capital 93.756 93.756 Reserves 72.951 7.973 80.924 Retained Earnings Total equity 166.707 7.973 174.680 Minority interests in subsidiaries Non-current liabilities Secured loans Unsecured loans 25.000 25.000 Finance leases Deferred tax liabilities 267 267 Retirement benefit provisions 54 54 Other provisions 25.054 267 25.321 Current liabilities Bank loans and overdrafts 9.931 9.931 Current portion of long term liabilities 30.000 30.000 Trade and other payables 8.431 (8.334) 97 Payables to subsidiaries-associated companies Tax liabilities Accrued expenses 417 417 48.779 (8.334) 40.445 Total equity and liabilities 240.540 (94) 240.446 COMPANY

4.2.4.4. Company's Balance Sheet reconciliation as at 31 December 2004

4.2.4.5. Consolidated Income Statement reconciliation for the period 1/1-
31/12/2004
GROUP
Greek IFRS
GAAP Adjustments IFRS
Revenue 365.438 5.815 371.253
Cost of sales (200.638) (10.811) (211.449)
Gross Profit/(loss) 164.800 (4.996) 159.804
Other operating income 2.768 208 2.976
Administrative expenses (21.929) (4.764) (26.693)
Distribution expenses (43.595) 12.227 (31.368)
Earnings before taxes, investing and financial results,
depreciation and amortization 102.044 2.675 104.719
Depreciation and amortization (38.943) 966 (37.977)
Earnings before taxes, investing and financial results 63.101 3.641 66.742
Dividends from subsidiaries and other entities 567 (511) 56
Interest & other similar income 3.001 74 3.075
Interest and other financial expenses (34.943) (1.332) (36.275)
Foreign exchange differences (2.244) (2.244)
Financial results (33.619) (1.769) (35.388)
Profit/(loss) from vessels' disposal 10.419 10.419
Profit/(loss) before taxes 39.901 1.872 41.773
Taxes (529) (229) (758)
Profit/(loss) after taxes 39.372 1.643 41.015

4.2.4.6. Company's Income Statement Reconciliation for the period 1/1- 31/12/2004

COMPANY
Greek
GAAP
IFRS
Adjustments
IFRS
Revenue
Cost of sales
Gross Profit/(loss)
Other operating income
Administrative expenses (936) 111 (825)
Distribution expenses
Earnings before taxes, investing and financial results,
depreciation and amortization (936) 111 (825)
Depreciation and amortization (413) 356 (57)
Earnings before taxes, investing and financial results (1.349) 467 (882)
Dividends from subsidiaries and other entities 16.266 16.266
Interest & other similar income 370 370
Interest and other financial expenses (7.449) (7.449)
Foreign exchange differences
Financial results 9.187 9.187
Profit/(loss) from vessels' disposal
Profit/(loss) before taxes 7.838 467 8.305
Taxes (116) (116)
Profit/(loss) after taxes 7.838 351 8.189

5. Related Party disclosures

5.1. Intercompany transactions

  • a) The intercompany transactions between the parent company and its subsidiaries relate to services (i.e. issuance of airline tickets) provided by the 100% subsidiary Attica Premium SA.
  • b) There are no intercompany transactions between Superfast Group and Blue Star Group, whose shares are controlled 100% and 48,795 % respectively by Attica Group.
  • c) There are no intercompany transactions between the subsidiaries of Superfast Group and the subsidiaries of Blue Star Group.
  • d) Attica Holdings SA consolidates two joint ventures and two companies that operate under the Law 378/68, which create intercompany transactions with shipowning companies.

Superfast Dodeka (Hellas) Inc. and Co. Joint Venture and the management company Superfast Ferries SA are responsible, under a contractual agreement with the subsidiaries of Superfast Group, for the revenue and common expenses of the vessels that operate in international routes.

Also Superfast Dodeka (Hellas) Inc. and Co. Joint Venture is responsible, under a contractual Agreement, with Blue Star for the common revenue and expenses of the vessels that operate in international routes.

At the end of each month the above mentioned revenue and expenses are transferred to the shipowning companies.

Blue Star Ferries Joint Venture and the management Company Blue Star Ferries SA are responsible, under a contractual agreement with the subsidiaries of Blue Star Group, for the revenue and common expenses of vessels. Blue Star Ferries Joint Venture is responsible for the revenue and expenses of the vessels that operate in domestic routes and Blue Star Ferries SA is responsible for the revenue and common expenses of the vessels that operate in international routes. At the end of each month the above mentioned revenue and expenses are transferred to the shipowning companies.

e) Attica Premium SA, a 100% subsidiary of Attica Holdings SA, is, according to a contractual agreement, the Premium Sales Agent for Superfast and Blue Star.

For these sales, Attica Premium SA receives commission which result in intercompany transactions.

f) During 2005 ATTICA HOLDINGS S.A. had not performed any intercompany transactions that create commercial revenue.

The capital transactions of ATTICA HOLDINGS S.A. with its subsidiaries during 2005 are the following:

  • The company received from its subsidiary BLUE STAR MARITIME S.A. through EUROBANK S.A. (acting as Agent) the following amounts:

The amount of € 993,958.33 that refers to the interest payable for the third interest period of the convertible bond loan. An additional payment of € 3,585,000 payable at the end of the loan, as well as the amount of € 30 million which represents repayment of the convertible bond loan.

  • The company received the amount of €10,274,913.02 as dividend of fiscal year 2004 from its 100% subsidiary SUPERFAST FERRIES MARITIME S.A.
  • The company received the amount of € 3.074.100 as dividend of fiscal year 2004 from its 100% subsidiary BLUE STAR MARITIME S.A.
  • The Annual General Meeting of SUPERFAST FERRIES MARITIME S.A. has decided to return capital to its parent entity ATTICA HOLDINGS S.A. with simultaneous reduction of its share capital. The received payment amounted € 26,019,000.

The intercompany balances as at 31/12/2005 can be found in the following table.

Intercompany balances of SUPERFAST Group

SUPERFAST ENA SUPERFAST ENA SUPERFAST DIO SUPERFAST DIO SUPERFAST TRIA SUPERFAST TRIA
COMPANY INC. (HELLAS) INC. INC. (HELLAS) INC. INC. (HELLAS) INC.
DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT
SUPERFAST ENA INC.
SUPERFAST ENA (HELLAS) INC.
SUPERFAST DIO INC.
SUPERFAST DIO (HELLAS) INC.
SUPERFAST TRIA INC.
SUPERFAST TRIA (HELLAS) INC.
SUPERFAST TESSERA INC.
SUPERFAST TESSERA (HELLAS) INC.
SUPERFAST PENTE INC.
SUPERFAST PENTE (HELLAS) INC.
SUPERFAST EXI INC.
SUPERFAST EXI (HELLAS) INC.
SUPERFAST EPTA MC
SUPERFAST EPTA INC.
SUPERFAST OKTO MC
SUPERFAST OKTO INC.
SUPERFAST ENNEA MC
SUPERFAST ENNEA INC.
SUPERFAST DEKA MC
SUPERFAST DEKA INC.
SUPERFAST ENDEKA INC.
SUPERFAST ENDEKA (ΗΕLLAS) INC.
SUPERFAST DODEKA INC.
SUPERFAST DODEKA (HELLAS) INC.
NORDIA MC
MARIN MC
SUPERFAST FERRIES S.A. 6.116 17 9.384 20 645 6
SUPERFAST DODEKA (HELLAS) INC.
& CO JOINT VENTURE
SUPERFAST FERRIES MARITIME S.A.
TOTAL 6.116 17 9.384 20 645 6

Intercompany balances of SUPERFAST Group-Continued

COMPANY SUPERFAST
TESSERA INC.
SUPERFAST
TESSERA
(HELLAS) INC.
SUPERFAST
PENTE INC.
SUPERFAST
PENTE (HELLAS)
INC.
SUPERFAST EXI
INC.
SUPERFAST EXI
(HELLAS) INC.
DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT
SUPERFAST ENA INC.
SUPERFAST ENA (HELLAS) INC.
SUPERFAST DIO INC.
SUPERFAST DIO (HELLAS) INC.
SUPERFAST TRIA INC.
SUPERFAST TRIA (HELLAS) INC.
SUPERFAST TESSERA INC.
SUPERFAST TESSERA (HELLAS) INC.
SUPERFAST PENTE INC. 43.194
SUPERFAST PENTE (HELLAS) INC. 43.194
SUPERFAST EXI INC. 43.677
SUPERFAST EXI (HELLAS) INC. 43.677
SUPERFAST EPTA MC
SUPERFAST EPTA INC.
SUPERFAST OKTO MC
SUPERFAST OKTO INC.
SUPERFAST ENNEA MC
SUPERFAST ENNEA INC.
SUPERFAST DEKA MC
SUPERFAST DEKA INC.
SUPERFAST ENDEKA INC.
SUPERFAST ENDEKA (ΗΕLLAS) INC.
SUPERFAST DODEKA INC.
SUPERFAST DODEKA (HELLAS) INC.
NORDIA MC
MARIN MC
SUPERFAST FERRIES S.A. 68 5 28.092 8.074 30.833 9.600
SUPERFAST DODEKA (HELLAS) INC. &
CO JOINT VENTURE
52.126 53.387
SUPERFAST FERRIES MARITIME S.A.
TOTAL 68 5 43.194 28.092 52.126 51.268 43.677 30.833 53.387 53.276
Intercompany balances of SUPERFAST Group-Continued
---------------------------------------------------- --
COMPANY SUPERFAST EPTA
MC
SUPERFAST
EPTA INC.
SUPERFAST
OKTO MC
SUPERFAST
OKTO INC.
SUPERFAST
ENNEA MC
INC. SUPERFAST ENNEA
DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT
SUPERFAST ENA INC.
SUPERFAST ENA (HELLAS) INC.
SUPERFAST DIO INC.
SUPERFAST DIO (HELLAS) INC.
SUPERFAST TRIA INC.
SUPERFAST TRIA (HELLAS) INC.
SUPERFAST TESSERA INC.
SUPERFAST TESSERA (HELLAS) INC.
SUPERFAST PENTE INC.
SUPERFAST PENTE (HELLAS) INC.
SUPERFAST EXI INC.
SUPERFAST EXI (HELLAS) INC.
SUPERFAST EPTA MC
SUPERFAST EPTA INC.
SUPERFAST OKTO MC
SUPERFAST OKTO INC.
SUPERFAST ENNEA MC
SUPERFAST ENNEA INC.
SUPERFAST DEKA MC
SUPERFAST DEKA INC.
SUPERFAST ENDEKA INC.
SUPERFAST ENDEKA (ΗΕLLAS) INC.
SUPERFAST DODEKA INC.
SUPERFAST DODEKA (HELLAS) INC.
NORDIA MC
MARIN MC
SUPERFAST FERRIES S.A. 90.067 266 87.294 268 63.797 532
SUPERFAST DODEKA (HELLAS) INC.&
CO JOINT VENTURE
82.246 85.226 43.672
SUPERFAST FERRIES MARITIME S.A.
TOTAL 82.246 90.067 266 85.226 87.294 268 43.672 63.797 532

Intercompany balances of SUPERFAST Group-Continued

COMPANY SUPERFAST
SUPERFAST
SUPERFAST
DEKA MC
DEKA INC.
ENDEKA INC.
CREDIT
DEBIT
CREDIT
DEBIT
CREDIT
DEBIT
SUPERFAST
ENDEKA
(HELLAS) INC.
SUPERFAST
DODEKA INC.
SUPERFAST DODEKA
(HELLAS) INC.
DEBIT CREDIT DEBIT CREDIT DEBIT CREDIT
SUPERFAST ENA INC.
SUPERFAST ENA (HELLAS) INC.
SUPERFAST DIO INC.
SUPERFAST DIO (HELLAS) INC.
SUPERFAST TRIA INC.
SUPERFAST TRIA (HELLAS) INC.
SUPERFAST TESSERA INC.
SUPERFAST TESSERA (HELLAS) INC.
SUPERFAST PENTE INC.
SUPERFAST PENTE (HELLAS) INC.
SUPERFAST EXI INC.
SUPERFAST EXI (HELLAS) INC.
SUPERFAST EPTA MC
SUPERFAST EPTA INC.
SUPERFAST OKTO MC
SUPERFAST OKTO INC.
SUPERFAST ENNEA MC
SUPERFAST ENNEA INC.
SUPERFAST DEKA MC
SUPERFAST DEKA INC.
SUPERFAST ENDEKA INC. 41.528
SUPERFAST ENDEKA (ΗΕLLAS) INC. 41.528
SUPERFAST DODEKA INC. 38.383
SUPERFAST DODEKA (HELLAS) INC. 38.383
NORDIA MC
MARIN MC
SUPERFAST FERRIES S.A. 59.166 515 15.434 4.880 13.064 4.586
SUPERFAST DODEKA (HELLAS) INC. & CO
JOINT VENTURE
43.397 46.736 43.623
SUPERFAST FERRIES MARITIME S.A.
TOTAL 43.397 59.166 515 41.528 15.434 46.736 46.408 38.383 13.064 43.623 42.969

Intercompany balances of SUPERFAST Group-Continued

COMPANY NORDIA MC
DEBIT
CREDIT DEBIT MARIN MC
CREDIT
DEBIT SUPERFAST
FERRIES MARITIME
S.A.
CREDIT
DEBIT SUPERFAST
FERRIES S.A.
CREDIT
SUPERFAST
DODEKA (HELLAS)
INC. & CO
JOINT VENTURE
DEBIT
CREDIT
SUPERFAST ENA INC. 6.116
SUPERFAST ENA (HELLAS) INC.
SUPERFAST DIO INC.
17 9.384
SUPERFAST DIO (HELLAS) INC. 20
SUPERFAST TRIA INC. 645
SUPERFAST TRIA (HELLAS) INC. 6
SUPERFAST TESSERA INC. 68
SUPERFAST TESSERA (HELLAS) INC. 5
SUPERFAST PENTE INC. 28.092
SUPERFAST PENTE (HELLAS) INC. 8.074 52.126
SUPERFAST EXI INC. 30.833
SUPERFAST EXI (HELLAS) INC. 9.600 53.387
SUPERFAST EPTA MC 90.067 82.246
SUPERFAST EPTA INC. 266
SUPERFAST OKTO MC 87.294 85.226
SUPERFAST OKTO INC. 268
SUPERFAST ENNEA MC 63.797 43.672
SUPERFAST ENNEA INC. 532
SUPERFAST DEKA MC 59.166 43.397
SUPERFAST DEKA INC. 515
SUPERFAST ENDEKA INC. 15.434
SUPERFAST ENDEKA (ΗΕLLAS) INC. 4.880 46.736
SUPERFAST DODEKA INC. 13.064
SUPERFAST DODEKA (HELLAS) INC. 4.586 43.623
NORDIA MC 1.822 2.822
MARIN MC 1.617 2.866
SUPERFAST FERRIES S.A. 1.822 1.617 420.147
SUPERFAST DODEKA (HELLAS) INC.
& CO JOINT VENTURE
2.822 2.866 420.147
SUPERFAST FERRIES MARITIME S.A.
TOTAL 2.822 1.822 2.866 1.617 418.372 437.942 420.147 456.102

Reconciliation of intercompany balances:

Total debit: 1.479.197
Total credit: 1.479.197
Balance 0

Intercompany Balances of Blue Star Group

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Reconciliation of Intercompany Balances

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Reconciliation of intercompany balances:

31/12/2005 31/12/2004
Debit Credit Debit Credit
Superfast Group 12.948 9.431
Blue Star Group 1.264 727
14.212 10.158

Sales to associated companies:

1/1-31/12/2005 1/1-31/12/2004
Debit Credit Debit Credit
Superfast Group 10.545 9.752
Blue Star Group 755 888
11.300 10.640

Furthermore, there are intercompany transactions between Superfast Dodeka (Hellas) Inc. and Co Joint Venture and Blue Star Group amounting to € 5.194 thousand approximately.

  • 5.2. Participation of the members of the Board of Directors to the Board of Directors of other companies
  • a) Mr Pericles S. Panagopulos and Mr Alexander P. Panagopulos, members of the Board of Directors, are also members of the Boards of Directors of Attica Premium SA, of all the companies of Superfast Group and of selected companies of Blue Star Group.
  • b) Additionally, Mr Pericles S. Panagopulos and Mr Alexander P. Panagopulos participate in the management of a number of foreign companies, mainly shipping companies, that are represented by Magna Marine Inc, which is established in Greece under Law 378/68.

No other business exists between these companies and Attica Holdings SA., except with Odyssey Maritime Inc and Pellucid Trade Inc owners of the buildings on 157 C. Karamanli Avenue and 139 Vasileos Pavlou in Voula, Greece, where the headquarters of the Group are located. Rent paid by the Group to the above companies for the period 1/1-31/12/2005 totalled an amount of € 357 thousand.

  • c) Mr Charalambos Zavitsanos, authorized director, and Mr Yannis Criticos, director, are also members of the Board of Directors of Superfast Ferries Maritime SA, a 100% subsidiary.
  • d) Mr Charalambos Paschalis, a non-executive member of the Board, is also the President – non executive member of the Board of Directors of Blue Star Maritime SA and Blue Star Ferries Maritime SA.

e) Mr Dimitrios Klados and Mr Emmanouil Kalpadakis, non-executive members, are also members of the Board of Directors of Blue Star Maritime SA.

6. Financial statements analysis

Due to the disposal of 5 vessels during 2004 and acquisition of 2 Ro-Ro vessels during 2005, the financial data of the years 2005 and 2004 are not comparable.

6.1. Revenue Analysis and Geographical Segments Report

As already stated in paragraph 2.16, the Group has decided to provide information based on the geographical segmentation of its operations.

The consolidated results and other information per segment for the period 1/1 – 31/12 2005 and 2004 are as follows:

GROUP
6.1. 1/1-31/12/2005
Geographical Segment Domestic
Routes
Adriatic Sea Baltic Sea North Sea Other Total
Revenue from Fares 90.066 139.120 73.026 39.450 341.662
On-board Sales 7.190 24.668 3.305 3.092 38.255
Travel Agency Services 5.201 5.201
Total Revenue 97.256 163.788 76.331 42.542 5.201 385.118
Financial results (5.092) (11.234) (4.485) (3.667) 820 (23.658)
Profit/(Loss) before Taxes 17.856 13.296 5.289 1.539 82 38.061
Profit/(Loss) after Taxes 17.537 13.029 5.241 1.509 (273) 37.042
Vessels' Book Value at 01/01 224.632 507.326 197.288 205.473 1.134.719
Improvements / Additions 714 383 14.500 15.597
Vessels' Disposals 100.159 (100.159)
Depreciation for the Period (7.374) (15.690) (6.920) (5.529) (35.512)
Net Book Value of vessels at 31/12 217.972 492.019 305.027 99.785 1.114.803
Secured loans 115.385 306.287 191.129 65.163 677.965

There are no transactions related to income and expenses between segments.

The vessels' values represent the tangible assets in the geographical segments, which the vessels operate in.

Secured loans are the loans obtained by the Group for the acquisition and construction of vessels.

GROUP
6.1. 1/1-31/12/2004
Geographical Segment Domestic
Routes
Adriatic Sea Baltic Sea North Sea Other Total
Revenue from Fares 92.034 138.270 58.234 39.642 328.180
On-board Sales 9.032 21.521 3.267 3.438 37.258
Travel Agency Services 5.815 5.815
Total Revenue 101.066 159.791 61.501 43.080 5.815 371.253
Financial results (9.477) (10.169) (4.152) (3.964) (7.627) (35.388)
Profit/(Loss) before Taxes 8.022 31.932 6.757 1.000 (5.936) 41.773
Profit/(Loss) after Taxes 7.752 31.617 6.723 964 (6.040) 41.015
Vessels' Book Value at 01/01 330.767 478.169 203.149 208.075 1.220.161
Improvements / Additions 723 3.396 4.119
Vessels' Disposals (2.186) (51.256) (53.442)
Depreciation for the Period (10.394) (13.866) (5.861) (5.998) (36.119)
Net Book Value of vessels at 31/12 318.910 413.047 197.288 205.473 1.134.719
Secured loans 136.346 288.376 131.089 144.045 699.856

343.173 The Revenues that appear in the Group's Consolidated Financial Statements for the period 01/01 - 31/12/2005 belong to the following Business Activity Categories: Sea & Coastal Transportation

Restaurants on board 11.482
Bars on board 15.971
Casino on board 5.628
Shops on board 3.663
Travel agency services 5.201
Total 385.118

6.2. Cost of sales

Below can be obtained the Cost of Sales Analysis as stated in the Income Statement for the fiscal years ended 31/12 2005 and 2004.

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Crew Expenses 54.229 56.918
Fuel-Lubricants 101.875 74.624
Insurance Premia 4.763 5.216
Repairs-Maintenance-Spare Parts 31.869 34.000
Port Expenses 22.351 23.004
On-board Cost of Goods Sold 6.990 6.993
Other 569 1.543
Cost of Travel Agency Services 7.774 9.151
Total 230.420 211.449 0 0

6.3. Other Operating Income

The item "Other Operating Income", amounting € 4.472 thousand, refer mainly to subventions received by:

a) The Ministry of Development for the conversion of a vessel in Greek Shipyards.

b) The Ministry of Mercantile Marine for employing and training officer cadets.

c) Scottish Enterprise.

6.4. Administrative Expenses

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Personnel Expenses 13.827 12.799 421 350
Rent and related Expenses 1.862 1.702 17 18
Telecommunication Expenses 708 778 6 12
Stationery 537 687 41 45
Office Repair-Maintenance Expenses 1.273 1.007 13 6
Third Party Services & Expenses 1.501 1.791 90 233
Other 5.499 7.929 204 161
Total 25.207 26.693 792 825

6.5. Distribution Expenses

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Advertising Expenses 7.327 9.219
Sales Promotional Expenses 1.910 706
Sales Commissions 22.222 20.224
Other 3.400 1.219 17
Total 34.859 31.368 17 0

6.6. Depreciation

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Vessels 35.512 36.119
Office 1.873 1.858 41 57
Total 37.385 37.977 41 57

6.7. Financial Results

a) Dividend Income for the period 1/1-31/12/05.

GROUP COMPANY
From SUPERFAST FERRES MARITIME SA 10.275
From BLUE STAR MARITIME SA 3.074
From MINOAN LINES SA 726 726
From other investments 65 65
791 14.140
  • b) Interest and similar Income The Group has invested its cash in time deposits with an average interest rate of 1.8%, net of taxes.
  • c) Interest and Other Financial Expenses They refer mainly to the interest paid on loans.
  • d) Profit / (Loss) from sale-revaluation of investments in subsidiaries associated companies Refer to profit from sale of shares of the companies MOTOR OIL SA and Hellenic Exchanges SA (€ 450 thousand) as well as losses from impairment of investment in subsidiary company (€ 525 thousand).

The analysis of the financial income and expenses is the following:

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2004 1/1-31/12/2005 1/1-31/12/2004
Interest on Long-Term Borrowings (21.979) (30.046) (1.198) (5.512)
Interest on Bonds (4.552) (4.876) (1.594)
Interest on Short-Term Borrowings (1.033) (467) (841) (323)
Other Financial Expenses (874) (886) (295) (20)
Interest Income 2.243 3.075 58 370
Dividend Income 791 56 14.140 16.266
Profit / (Loss) from sale-revaluation of investments
in subsidiaries - associated companies 450 (75)
Foreign Exchange Differences 1.296 (2.244)
Total (23.658) (35.388) 11.789 9.187

6.8. Income taxes

As already stated in paragraph 2.18, special taxation policies apply on the Group's profits. Consequently, it is believed that the following analysis provides a better understanding of the taxes due.

GROUP COMPANY
1/1-31/12/2005 1/1-31/12/2005
Dividend distribution Tax 496
Tax according to Law 27/75 234
Provision for unaudited fiscal years 289
Total 1.019 0

The tax rate that applied on the profits for the fiscal year 2005 is 2,68%, while the one for the fiscal year 2004 was 1,82%.

A comparison between the tax rates is not possible, because, as already stated in paragraph 2.18, the income tax is related to the profits that do not stem from the shipping operation.

The companies of Superfast Group have been audited by the tax authorities up to and including fiscal year 2003. The companies of Blue Star Group and the parent company have been audited by the tax authorities up to and including fiscal year 2001, with the exception of Blue Star Ferries Maritime SA which has been audited up to and including fiscal year 1999. Attica Premium SA has been audited by the tax authorities up to fiscal year 2000.

6.9. Tangible assets

The vessels of the Group have been mortgaged as a security of the longterm borrowings for the amount of €1.177 mil.

There is no indication of impairment for the below-mentioned tangible assets.

The depreciation analysis can be found in paragraph 6.6.

6.9 Tangible Assets

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The below table analyzes the tangible assets held by the Group under finance leases. These assets are included in the above tangible assets table.

Leased Assets GROUP COMPANY
Net Book Value 2004 1.294
Additions 01/01-31/12/05 77
Depreciation 01/01-31/12/05 (410)
Net Book Value 31/12/05 961 0

6.10. Intangible assets

There is no indication of impairment for the following intangible assets.

Consolidated Figures Trademarks Software Total
Initial Cost at 01.01.2005 347 8.097 8.443
Acquisitions - Additions 6 1.643 1.649
Disposals / Write-offs
Adjustments-Impairments added to the Net Equity 10 10
Adjustments-Impairments added to the Income
Statement
Cost at 31.12.2005 353 9.750 10.102
Accumulated Depreciation at 01.01.2005 219 5.804 6.024
Depreciation for the Period 47 791 838
Disposals / Write-offs
Accumulated Depreciation at 31.12.2005 266 6.595 6.862
Net Book Value at 31.12.2005 89 3.155 3.240
Initial Cost at 01.01.2004 343 7.595 7.939
Acquisitions - Additions 3 584 587
Disposals / Write-offs (82) (82)
Adjustments-Impairments added to the Net Equity
Adjustments-Impairments added to the Income
Statement
Cost at 31.12.2004 346 8.097 8.444
Accumulated Depreciation at 01.01.2004 182 4.943 5.125
Depreciation for the Period 37 884 922
Disposals / Write-offs 0 (23) (23)
Accumulated Depreciation 31.12.2004 219 5.804 6.024
Net Book Value at 31.12.2004 125 2.293 2.420
Company figures
Initial Cost at 01.01.2005
Acquisitions - Additions
Disposals / Write-offs
Adjustments-Impairments added to the Net Equity
Adjustments-Impairments added to the Income
Trademarks Software
105
6
99 Total
204
6
Statement
Cost at 31.12.2005
Accumulated Depreciation at 01.01.2005
111
65
99
21
210
86
Depreciation for the Period 38 38
Disposals / Write-offs
Accumulated Depreciation at 31.12.2005 103 21 124
Net Book Value at 31.12.2005 8 78 86
Initial Cost at 01.01.2004
Acquisitions - Additions
Disposals / Write-offs
Adjustments-Impairments added to the Net Equity
Adjustments-Impairments added to the Income
Statement
102
3
103
78
(82)
205
81
(82)
Cost at 31.12.2004 105 99 204
Accumulated Depreciation at 01.01.2004 47 44 91
Depreciation for the Period 18 18
Disposals / Write-offs (23) (23)
Accumulated Depreciation at 31.12.2004
Net Book Value at 31.12.2004
65
40
21
78
86
118

As presented above, intangible assets consist of the following assets:

  • a) Trademarks, the cost of which include the cost of development and registration of the trademarks of Attica Holdings SA, Superfast Ferries and Blue Star Ferries both in Greece and abroad.
  • b) Computer software programs, the cost of which include the cost of the ticket booking systems and the cost of the purchase and development of the Group's integrated information system.

The account also includes a provision of €500 thousand for the abovementioned purchase and development of the Group's integrated Management Information System (SAP).

6.11. Investments in subsidiaries – associated companies

The following table depicts the development of the investment in subsidiaries and associated companies:

COMPANY GROUP
Initial Cost at 01.01.2005
Acquisitions - Additions
Disposals/Write-offs
184.756
7.810
(26.019)
9
Adjustments-Impairments added to
Net Equity
Adjustments-Impairments charged to
2.412
the Income Statement (525) (9)
Value at 31.12.2005 168.434 0
Initial Cost at 01.01.2004
Acquisitions - Additions
253.224 9
Disposals/Write-offs
Adjustments-Impairments added to
(17.493)
Net Equity
Adjustments-Impairments charged to
the Income Statement
(50.975)
Value at 31.12.2004 184.756 9

The following fully owned subsidiaries are being consolidated using the full consolidation method.

Impairment /
Equity (Reversal of Net Book
Company name Cost Return Impairment) Value Registered in Participation
SUPERFAST FERRIES MARITIME SA 86.498 26.019 60.479 GREECE 100%
SUPERFAST EPTA MC 17.771 (1.383) 19.154 GREECE 100%
SUPERFAST OKTO MC 19.154 19.154 GREECE 100%
SUPERFAST ENNEA MC 6.069 525 5.544 GREECE 100%
SUPERFAST DEKA MC 9.596 (1.028) 10.625 GREECE 100%
SUPERFAST EPTA INC 2 2 LIBERIA 100%
SUPERFAST OKTO INC 2 2 LIBERIA 100%
SUPERFAST ENNEA INC 2 2 LIBERIA 100%
SUPERFAST DEKA INC 2 2 LIBERIA 100%
NORDIA MC 4.005 4.005 GREECE 100%
MARIN MC 3.805 3.805 GREECE 100%
BLUE STAR MARITIME SA 42.525 42.525 GREECE 48,79%
ATTICA PREMIUM SA 3.135 3.135 GREECE 100%
Total 192.566 26.019 (1.886) 168.434

The subsidiary companies Nordia MC and Marin MC are consolidated for the first time in 2005.

Further, the following companies are also fully consolidated indirectly into the Attica Group:

  1. The following 100% subsidiaries of Superfast Ferries Maritime SA: a) Registered in Liberia :

Superfast Ena Inc, Superfast Dio Inc, Superfast Tria Inc, Superfast Tessera Inc, Superfast Pente Inc, Superfast Exi Inc, Superfast Endeka Inc, Superfast Dodeka Inc.

b) Superfast Dodeka (Hellas) Inc. & Co. Joint Venture registered in Greece and Superfast Ferries SA, registered in Liberia which operate under common management.

  1. The following 100% subsidiaries of Blue Star Maritime SA: a) Registered in Greece :

Blue Star Ferries Maritime SA

Blue Star Ferries Joint Venture which operates under common management.

b) Registered in Cyprus :

Strintzis Lines Shipping Ltd

c) Registered in Liberia :

Blue Star Ferries SA, Waterfront Navigation Company, Thelmo Marine SA d) Registered in Panama :

Blue Island Shipping Inc.

6.12. Other Financial Assets

During 2005, the Company invested an amount of € 26,6 million for the acquisition of 8.238.000 shares in Minoan Lines Shipping SA. On June 2005, the Company received the amount of € 726 thousand from Minoan Lines as dividend of the fiscal year 2004.

6.13. Non-current receivables

Non-current receivables consist of guarantees given against office rent and public companies such as P.P.C. (Public Power Corporation) and H.T.O. (Hellenic Telecommunications Organization).

6.14. Inventories

The "Inventories" account includes the following items:

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Food-Beverages-Tobacco 681 774
Fuel-Lubricants 2.388 1.391
Hotel Equipment 1.125 1.057
Total 4.194 0 3.222 0

There is no indication of impairment for the above-mentioned inventories.

6.15. Trade receivables and prepayments

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Trade Receivables 45.819 40.891
Post Dated Cheques 20.336 16.277
Less: Provisions for Bad Debts 7.272 6.026
Trade Receivables (net) 58.883 0 51.142 0
Prepayments to Suppliers - Creditors 1.341 162
Total 60.224 0 51.304 0

The Group recognized a loss for provisions of bad debts of approximately €1.930 thousand for the period 1/1-31/12/2005. The amount of this provision has been charged to the income statement.

The short-term receivables need not be discounted at the end of the period. The Group has a very wide spectrum of clientele in Greece, as well as abroad, thus the credit risk is fairly dispersed.

6.16. Tax receivables

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Income Tax Prepayment 142 173
VAT Receivable 714 1.489
Retained Tax on Interest Income 640 581 311 101
Total 1.496 581 1.973 101

6.17. Other receivables

There is no need for the other receivables to be discounted at the end of the period since they are short-term receivables.

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Prepayments to Employees 149 200
Receivables from the Greek State 861 643
Receivables from Insurance Companies 522 1.270
Masters' General Accounts 365 355
Other Receivables 4.552 219 5.679 3
Total 6.449 219 8.147 3

6.18. Financial assets held for trading

Refer to:

a) The investment in HELLENIC SEAWAYS SA amounting to approximately € 14.463 thousand (shares held 9.569.070). This financial asset was sold in February 2006 at a price of € 21.051 thousand. The profit from the sale of € 6.500 thousand will be recorded in the Financial Statements of the 1st Quarter of 2006.

This investment was recorded initially as a long-term investment but due to the fact that the sale price per share was attractive, the Company decided to sell this investment in order to post high capital gains.

b) The investment in ARROW Closed End Investment Fund SA amounting to € 1.467 thousand (shares held 500.000). During January 2006, these shares due to merger have been converted to 281.385 shares of PROTON INVESTMENT BANK SA. This financial asset was sold in January 2006 at a price of € 1.997

thousand. The profit from the sale of € 530 thousand will be recorded in the Financial Statements of the 1st Quarter of 2006.

  • c) The investment in DIOLKOS Closed End Fund SA amounting to € 587 thousand (shares held 250.000) at 31/12/05.
  • d) The investment of Blue Star Maritime SA in HERMES Mutual Fund amounting to € 27,4 thousand at 31/12/05. This financial asset was sold in January 2006 at a price of € 41,1 thousand. The profit from the sale of € 13,7 thousand will be recorded in the Financial Statements of the 1st Quarter of 2006.

6.19. Cash and cash equivalents

This account includes all cash and cash equivalents that the Group can liquidate within three months.

31/12/2005 31/12/2004
GROUP
COMPANY
GROUP COMPANY
Cash in hand 129 4 139 4
Cash at banks 17.814 497 11.458 516
Short-term Bank Deposits 74.615 2.750 131.411 21.661
Total 92.558 3.251 143.008 22.181

6.20. Deferred expenses - accrued income

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Insurance Premia 755 1.286
Drydocking Expenses 3.838 6.621
Other 486 480
Total 5.079 0 8.387 0

The accrued income relates to interest revenue.

6.21. Share capital - Reserves

a) Share Capital

The company's Share Capital amounts € 93.756.312 and is divided in 104.173.680 common bearer shares with a nominal value of € 0,90 each.

b) Reserves As per statement of Changes in Equity.

6.22. Secured loans

Long-term secured loans analysis:

31/12/2005 31/12/2004
GROUP
COMPANY
GROUP
COMPANY
Bank Loans 498.165 699.856
Bond Loans 179.800
Total 677.965 699.856

During June 2005 BLUE STAR Group has issued a €200 mil. secured bond loan.

During June 2005 BLUE STAR Group has fully repaid the €30 mil. convertible bond loan.

There are no overdue liabilities, or liabilities that are about to become due, that cannot be paid.

All loans are denominated in Euro. The bond loan is discounted.

The average weighted interest rates at 31/12/05 are:

SUPERFAST BLUE STAR
Bond loan Euribor plus 1,28%
Bank loans Euribor plus 0,65%

The loan payments are as follows:

31/12/2005
Loans GROUP COMPANY
Payments within the next two years 133.497
Payments from 3 to 5 years 186.910
Payments beyond 5 years 428.932

The above table does not include any costs that incurred in connection with the bond loan issue, while it includes the current portion of the long-term debt.

6.23. Unsecured loans

The company holds an unsecured loan of € 25 mil. with interest rate Euribor plus 2,25%. The loan ends in October 2007.

6.24. Finance leases

The average weighted interest rate of the finance leases is Euribor plus 2.35%.

The payments of the Group's finance leases can be found in the following table:

Finance Lease GROUP COMPANY Payments within the next two years 582 Payments from 3 to 5 years

31/12/2005

6.25. Deferred tax liabilities

The deferred tax liabilities involve the tax free reserves and other special taxable reserves that will be taxed only when distributed.

31/12/2005
GROUP
COMPANY
Tax-free Reserves 293 265
Special taxable Reserves 2 2
Total 295 267

6.26. Retirement benefit provisions

These provisions refer to personnel compensation due to retirement.

As already stated in paragraph 2.17.2 of the present report, the Group has the legal obligation of paying to its employees a compensation at their first date of retirement on a pension.

The above-mentioned obligation is a defined benefit plan according to IAS 19.

The analysis of this liability is as follows:

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Outstanding Balance at the Beginning of the period 890 54 714 22
Expenses recognized in the Income Statement 143 149 5
Compensation paid (16)
Provisions over and above the actuarial valuation 27 27
1.017 54 890 54

6.27. Other provisions

There are no legal or arbitration cases pending that could have a significant effect on the financial position of the Group.

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Provisions for EU penalty 2.377 1.590
Other provisions 105
Total 2.482 0 1.590 0

The provisions mainly regard the penalty, including the relevant interest, imposed to BLUE STAR MARITIME S.A. by the Competition Authorities of the European Union in 1998.

6.28. Bank loans and overdrafts

The fair value of the short-term borrowings is approximately equal to the book value. During January 2006 Blue Star Group has fully repaid the total amount of its short-term bank loan from its own cash & cash equivalents.

6.29. Trade and other payables

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Suppliers - Creditors 26.537 32 22.564 78
Social Security Contributions 410 7 405 14
Greek Seamens' Pension Fund (NAT) 1.185 1.036
Passengers' & Vehicles' Insurance Contribution (NAT) 1.345 551
Insurance Brokers 621 523
Wages payable 2.244 972
Other 3.380 42 2.033 5
Total 35.722 81 28.084 97

6.30. Tax liabilities

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
2.045 1.451
902 823
381 413
381 391
199 73
3.908 0 3.151 0

6.31. Deferred Income - Accrued expenses

Deferred income refer to passenger tickets issued but not yet travelled until 31/12/05. Accrued expenses are as follows:

31/12/2005 31/12/2004
GROUP COMPANY GROUP COMPANY
Interest Expense Provision 6.013 412 8.356 417
Provisions for Travel Agents' Commissions 2.503 1.753
Tax Provisions for unaudited fiscal years 289
Provisions for Operating Expenses 2.556 3.679
Total 11.361 412 13.788 417

The Group has the adequate cash and cash equivalents to cover the abovementioned liabilities.

7. Proposed Dividend Payable

Group's Management has decided to propose to the Annual General Meeting of Shareholders the distribution of € 8.330 thousand or € 0,08 per share as dividend for the fiscal year 2005.

8. Events after the Balance Sheet date

During February 2006, the Company sold 9.569.070 shares of HELLENIC SEAWAYS SA for € 21.051.954. The profit of this transaction amounting to approximately € 6,5 mil. will be posted in the Financial Statements of 1st Quarter 2006.

Voula, 15 February 2006

PRESIDENT VICE PRESIDENT AUTHORISED FINANCIAL & CEO DIRECTOR DIRECTOR

PERICLES PANAGOPULOS ALEXANDER PANAGOPULOS CHARALAMBOS ZAVITSANOS NIKOLAOS TAPIRIS

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