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Lamda Development S.A. Annual Report 2005

Sep 25, 2015

2660_10-k_2015-09-25_b604cdfa-ef23-4653-8cd8-2ebebc0e4c1b.pdf

Annual Report

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LAMDA DEVELOPMENT S.A.

Financial Statements for the year ended 31 December 2005 in accordance with International Financial Reporting Standards («IFRS»)

These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.

Contents Page
Balance Sheet 2
Income Statement 3
Statement of changes in equity 4
Cash Flow Statement 5
Notes upon financial statements 6
1.
General information
6
2.
Summary of significant accounting policies
6
3.
Financial risk management
18
4.
Critical accounting estimates and judgements
19
5.
Transition to IFRS
21
6.
Segment information
30
7.
Investment property
33
8.
Property, plant and equipment
34
9.
Intangible assets
35
10.
Investments in subsidiaries
35
11.
Deferred income tax
38
12.
Inventories
40
13.
Receivables
40
14.
Cash and cash equivalents
41
15.
Share capital
41
16.
Other reserves
42
17.
Borrowings
43
18.
Retirement benefit obligations
44
19.
Trade and other payables
45
20.
Provisions
46
21.
Expenses by nature
47
22.
Employee benefits
47
23.
Finance costs – net
48
24.
Income tax expense
48
25.
Other operating income / (expenses) - net
49
26.
Cash generated from operations
49
27.
Commitments
50
28.
Contingent liabilities and assets
50
29.
Related party transactions
52
30.
Earnings per share
53
31.
Dividends per share
53
32.
Events after the balance sheet date
54
Report of the certified auditor - accountant 55

Financial statements 31 December 2005

Balance Sheet

31.12.2005
31.12.2004
31.12.2005
31.12.2004
Amounts in Euro
Notes
ASSETS
Non-current assets
602.702.993
55.034.228
5.495.441
5.670.000
Investment property
7
49.133.840
271.411.583
1.505.602
1.650.271
Property, plant and equipment
8
5.008.223
5.148.149
-
-
Intangible assets
9
Investments in subsidiaries
34.770.662
22.010.567
254.645.469
221.304.548
10
328.861
4.815.782
139.715
141.289
Deferred income tax asset
11
3.060.183
655.518
2.338.084
37.948
Other receivables
13
695.004.762
359.075.827
264.124.311
228.804.056
Current assets
Inventories
12
80.939.513
103.639.834
-
-
77.112.115
68.741.276
7.039.934
20.699.627
Trade and other receivables
13
Current income tax asset
2.770.365
1.457.847
756.177
221.321
Cash and cash equivalents
14
36.829.823
24.408.860
4.291.681
1.130.951
197.651.816
198.247.817
12.087.792
22.051.899
892.656.578
557.323.645
276.212.102
250.855.955
Total assets
EQUITY
Capital and reserves attributable to the Company's shareholders
235.878.092
234.837.110
235.878.092
234.837.110
Share capital
15
Other reserves
16
5.983.471
4.228.288
4.630.689
4.630.689
Retained earnings / (Accumulated losses)
21.585.395
(60.211.329)
(52.863.652)
(58.341.730)
263.446.958
178.854.069
187.645.129
181.126.068
Minority interest
43.399.481
36.978.541
-
-
306.846.439
215.832.610
187.645.129
181.126.068
Total equity
LIABILITIES
Non-current liabilities
Borrowings
17
125.673.929
43.245.141
31.320.689
8.909.865
Deferred income tax liability
11
44.992.104
3.249.190
-
-
Retirement benefit obligations
18
583.332
954.731
173.098
201.456
Other liabilities
19
1.418.522
569.785
36.148
-
172.667.887
48.018.847
31.529.935
9.111.321
Current liabilities
175.447.044
129.523.876
35.737.138
46.618.566
Trade and other liabilities
19
Current income tax liability
280.109
1.721.247
-
-
Borrowings
17
237.047.926
162.227.065
21.020.006
14.000.000
Provisions
20
367.173
-
279.895
-
413.142.252
293.472.188
57.037.039
60.618.566
585.810.139
341.491.035
88.566.974
69.729.887
Total liabilities
892.656.578
557.323.645
276.212.102
250.855.955
Total equity and liabilities
GROUP COMPANY

The financial statements of Lamda Development SA for the year ended 31 December 2005 have been approved by the Company's Board of Directors at March 17, 2006.

Financial statements 31 December 2005

Income Statement

GROUP COMPANY
Amounts in Euro Notes 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Sales 6C 72.703.601 74.600.734 6.090.669 389.781
Cost of sales 21 (74.391.297) (61.877.630) (3.374.479) (8.199)
Gross profit (1.687.695) 12.723.104 2.716.190 381.582
Administrative expenses 21 (27.540.140) (18.083.555) (5.894.302) (5.553.260)
Fair value gains/ (losses) of investment property 7 159.325.055 - (45.000) -
Other operating income / (expenses) - net 25 11.556.270 6.538.287 10.806.464 5.399.619
Operating profit 141.653.489 1.177.836 7.583.352 227.941
Finance costs - net 23 (6.133.740) (1.945.205) (2.064.084) (833.369)
Profit before income tax 135.519.750 (767.369) 5.519.267 (605.428)
Income tax expense 24 (47.485.867) 8.790.586 (41.189) 639.790
Profit for the period 88.033.883 8.023.217 5.478.078 34.362
Attributable to :
Equity holders of the Company 80.604.183 7.986.248 5.478.078 34.362
Minority interest 7.429.699 36.969 - -
88.033.883 8.023.217 5.478.078 34.362

Earnings per share for profit attributable to the equity holders of the Company during the year (expressed in € per share)

Basic 30 1,841 0,183 0,125 0,001
Diluted 30 1,835 0,183 0,125 0,001

Statement of changes in equity

Attributable to equity holders of the Company
Amounts in Euro Share capital Other
reserves
Retained
earnings
Minority
Interests
Total Equity
GROUP
1 January 2004 234.418.126 5.417.833 (69.915.598) 16.568.770 186.489.131
Currency translation differences - (1.262.434) - - (1.262.434)
Transfers between reserves - 72.889 (72.889) - -
Change in subsidiary shareholdings - - 1.790.910 (323.975) 1.466.935
Net profit for the period - - 7.986.248 36.969 8.023.217
Share capital issue in subsidiary - - - 20.696.777 20.696.777
Employees share option scheme 418.984 - - - 418.984
31 December 2004 234.837.110 4.228.288 (60.211.329) 36.978.541 215.832.610
1 January 2005 234.837.110 4.228.288 (60.211.329) 36.978.541 215.832.610
Currency translation differences - 1.698.662 - - 1.698.662
Transfers between reserves - 56.520 (56.520) - -
Change in subsidiary shareholdings - - 1.249.061 (633.663) 615.397
Sale of Subsidiaries (1.572.096) (1.572.096)
Share capital issue 1.197.000 1.197.000
Net profit for the period - - 80.604.183 7.429.699 88.033.883
Employees share option scheme 1.040.982 - - - 1.040.982
31 December 2005 235.878.092 5.983.471 21.585.395 43.399.481 306.846.439
Amounts in Euro Share capital Other
reserves
Retained
earnings
Minority
Interests
Total Equity
COMPANY
1 January 2004 234.418.126 4.630.689 (58.376.092) - 180.672.723
Net profit for the period - - 34.362 - 34.362
Employees share option scheme 418.984 - - - 418.984
31 December 2004 234.837.110 4.630.689 (58.341.730) - 181.126.068
1 January 2005 234.837.110 4.630.689 (58.341.730) - 181.126.068
Net profit for the period - - 5.478.078 - 5.478.078
Employees share option scheme 1.040.982 - - - 1.040.982
31 December 2005 235.878.092 4.630.689 (52.863.652) - 187.645.129

The Retained Earnings of the Company include unrealized gains from the revaluation of investment property. Distribution of such gains, according to the directions issued by the Board of Directors of ΕΛΤΕ at 17/2/2006 regarding profit distribution of companies that prepare annual financial statements in accordance with IFRS, is only allowed upon their realization.

Financial statements 31 December 2005

Cash Flow Statement

GROUP COMPANY
Amounts in Euro Notes 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Cash flows from operating activities
Cash generated from operations 26 (11.568.871) 24.211.839 (19.856.265) 783.030
Interest paid (6.482.764) (2.516.322) (1.848.663) (1.216.357)
Income tax paid (3.843.337) (3.307.880) (534.856) (580.989)
Net cash generated from/ (used in) operating activities (21.894.973) 18.387.637 (22.239.784) (1.014.316)
Cash flows from investing activities
Purchase of property, plant, equipment and investment property 7, 8 (128.444.774) (175.920.275) (2.377.093) (1.367.811)
Purchase of intangible assets 9 - (3.202.925) - -
Proceeds from sale of property, plant, equipment and investment property 26 2.635.240 - 2.306.955 -
Proceeds from investments / Dividends received 294.000 1.157.356 898.950 3.239.856
Interest received 206.935 560.413 13.400 382.988
Proceeds from available-for-sale investments - 3.361.507 - 2.000.000
Proceeds from sale of shares in investments 17.345.765 2.146.935 18.383.193 -
Acquisition of shares in investments (22.011.008) - (23.725.014) (49.852.705)
Net cash used in investing activities (129.973.842) (171.896.989) (4.499.610) (45.597.672)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 479.443 347.219 479.443 347.219
Proceeds from issuance of shares of subsidiaries 1.197.000 20.696.777 - -
Dividends paid to shareholders (10.148) (2.615.373) (10.148) (2.615.373)
Borrowings received 288.012.688 142.003.711 37.295.628 19.224.316
Capital repayments of finance leases (620.873) (590.495) - -
Repayment of borrowings (124.768.333) (22.737.959) (7.864.798) (1.314.451)
Net cash from financing activities 164.289.777 137.103.880 29.900.125 15.641.711
Net (decrease) / increase in cash and cash equivalents 12.420.963 (16.405.472) 3.160.731 (30.970.277)
Cash and cash equivalents at beginning of the period 24.408.860 40.814.333 1.130.951 32.101.229
Cash and cash equivalents at end of the period 14 36.829.823 24.408.861 4.291.682 1.130.952

Notes upon financial statements

1. General information

These financial statements comprise the financial statements of LAMDA DEVELOPMENT S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the year ended 31 December 2005, according to International Financial Reporting Standards ("IFRS"). The names of the Group's subsidiaries are presented in Note 10 of these statements.

The main activities of the Group are the investment, development and maintenance of innovative real estate projects, marina and yacht maintenance & refurbishment, and airport ground handling services. It should be noted that the Group's investment in the joint venture of Swissport Lamda Hellas S.A., which is the Group's only investment in the airport ground handling services sector, was sold in June 2005.

The Group operates in Greece, in Romania and in Serbia, and the Company's shares are traded on the Athens Stock Exchange.

The address of the Company's registered office is 16 Laodikias & Nimfeou str., 11528 Athens, Greece. Its website address is www.Lamda-development.net. The Company is controlled by Consolidated Lamda Holdings S.A. which is registered in Luxemburg and consequently the financial statements of the Group are included in its consolidated financial statements.

The financial statements have been approved for issue by the Board of Directors of the Company on 17 March 2006.

2. Summary of significant accounting policies

2.1. Preparation framework of the financial statements

These financial statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS"), including International Accounting Standards ("IAS"), and the interpretations issued by the International Financial Reporting Interpretations Committee, that have been approved by the European Union, and IFRS that have been issued by the International Accounting Standards Board ("IASB").

All IFRS issued by the IASB, which apply to the preparation of these financial statements have been accepted by the European Council following an approval process undertaken by European Commission ("EC"), except for IAS 39 "Financial Instruments: Recognition and Measurement". Following this process and as a result of representations made by Accounting Regulatory Committee of the European Council issued the Directives 2086/2004 and 1864/2005 that require the application of IAS 39 by all listed companies with effect from the 1st January 2005, except for specific sections that relate to hedging of deposit portfolios.

As the Group and the Company are not impacted by the sections that relate to hedging of deposit portfolios, as reflected in the IAS 39 approved by the ΕC, these financial statements have been prepared in compliance with IFRS that has been approved by the ΕC and IFRS that have been issued by the IASB.

These financial statements are covered by IFRS 1 "First-time Adoption of IFRS" because they are the first financial statements that comply with IFRS, since the financial statements have been prepared in accordance with Greek GAAP until the 31 December 2004. Greek GAAP differs in certain areas from IFRS. In preparing these financial statements, management has modified some of the accounting, valuation and consolidation methods used under Greek GAAP in order to comply with IFRS. The comparative amounts of 2004 are presented modified with the above-mentioned changes.

Reconciliations and descriptions of the effect of the transition from Greek GAAP to IFRS on the Group's equity and its net income are given in Note 5.

These financial statements have been prepared under the historical cost convention, as modified by the revaluation at fair value of investment properties.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Company's accounting policies. Moreover, it is required the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of financial statements and the reported income and expense amounts during the reporting period. Although these estimates are based on the best possible knowledge of management with respect to the current conditions and activities, the real results can eventually differ from these estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4.

2.2. New standards, interpretations and amendments to published standards

Certain new standards, interpretations and amendments to existing standards have been published that are mandatory for the Group's current and subsequent accounting periods. Managements estimation of the impact of these new standards, interpretations and amendments is as follows:

- IAS 19 (Amendment), Employee Benefits (effective from 1 January 2006).

This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. It may impose additional recognition requirements for multi-employer plans where insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. As the Group does not intend to change the accounting policy adopted for recognition of actuarial gains and looses and as the Group does not participate in any multi-employer plans, the adoption of this amendment will only impact the format and extent of disclosures presented in the accounts. The Group and the Company will apply this amendment from annual periods beginning 1 January 2006.

- IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective from 1 January 2006)

The amendment allows the foreign currency risk of a highly probable forecast intra-group transaction to qualify as a hedged item in the consolidated financial statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction; and (b) the foreign currency risk will affect consolidated profit or loss. This amendment is not relevant to the Group's operations, as the Group does not have any intra-group transactions that would qualify as a hedged item in the consolidate financial statements.

- IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006)

This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. The Group and the Company believes that this amendment should not have a significant impact on the classification of financial instruments, as the Group and the Company does not have any financial instruments that are classified at fair value through profit or loss.

- IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006).

This amendment requires issued financial guarantees, other than those previously asserted by the entity to be insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher of (a) the unamortised balance of the related fees received and deferred, and (b) the expenditure required to settle the commitment at the balance sheet date. Management considered this amendment to IAS 39 and concluded that it is not relevant to the Group and the Company.

- IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards and IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006)

These amendments are not relevant to the Group's operations, as the Group does not carry out exploration for and evaluation of mineral resources.

- IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007)

IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. IFRS 7 replaces IAS 30 "Disclosures in the Financial Statements of Banks and Similar Financial Institutions", and disclosure requirements in IAS 32 "Financial Instruments: Disclosure and Presentation." It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.

- IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006)

IFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Management is of the view that this IFRIC will not impact the current accounting of applicable arrangements.

- IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006).

IFRIC 5 is not relevant to the Group's operations.

- IFRIC 6, Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment (effective from 1 December 2005).

IFRIC 6 is not relevant to the Group's operations.

2.3. Consolidated financial statements

(a) Subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and they are deconsolidated from the date on which control ceases.

The purchase method of accounting is used to account for the acquisition by the Group. 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 costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement

When the Group increases its shareholding in a subsidiary, the difference between the price paid and the book value of the net assets of that subsidiary is recorded directly in equity.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.

The Company accounts for its investment in subsidiaries, in its stand alone accounts, on the cost less impairment basis.

(b) Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.

The Group's share of its associates' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in associates are accounted for in the financial statements of the Company at the cost less impairment basis.

(c) Joint ventures

The Group's interests in jointly controlled entities are accounted for by proportionate consolidation.

The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group's financial statements.

The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture to the extent that the gain or loss is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the Group's purchase of assets from the joint venture until it resells the assets to an independent party. A loss on the transaction is recognised immediately if it provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.

Joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in joint ventures are accounted for in the financial statements of the Company at the cost less impairment basis.

2.4. Segmental reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

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

The nature and the source of the Group's income are used as the basis of determining its primary and secondary segments. The Group has concluded that its primary segment should be based on the nature of its products and services and its secondary segment should be based on the geographic location of its operations.

2.5. Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency').

The consolidated financial statements are presented in Euros, which is the Company's functional and presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

(c) Group companies

The results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • i. Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • ii. Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions) and
  • iii. All resulting exchange differences are recognised as a separate component of equity and transferred in Income Statement with the sale of those entities.

Exchange differences arising from the translation of the net investment in foreign entities' are recognised in equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.6. Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the consolidated Group, is classified as investment property.

Investment property comprises freehold land, freehold buildings, land held under operating lease and buildings held under finance lease.

Land held under operating lease is classified and accounted for as investment property when the rest of the definition of investment property is met. The operating lease is accounted for as if it were a finance lease.

Investment property is measured initially at its cost, including related transaction costs.

After initial recognition, investment property is carried at fair value. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections. These valuations are performed annually by independent external valuers in accordance with the guidance issued by the International Valuation Standards Committee.

Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.

The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions.

The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of land classified as investment property; others, including contingent rent payments, are not recognised in the financial statements.

Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item ca be measured reliably. All other repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred.

Changes in fair values are recorded in the income statement at year end.

If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for accounting purposes.

Property that is being constructed or developed for future use as investment property is classified as property, plant and equipment and stated at cost until construction or development is complete, at which time it is reclassified and subsequently accounted for as investment property. Any difference between fair value and book value is recognised in the Income Statement.

If an item of property, plant and equipment becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is recognised in equity as a revaluation of property, plant and equipment under IAS 16. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the income statement.

2.7. Property, plant and equipment

All property, plant and equipment ("PPE") is shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.

Financial statements 31 December 2005

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group higher than the initially expected according to the initial return of the financial asset and under the assumption that the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Costs required for the development and improvement of the computer software programmes are capitalised.

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use.

Borrowing costs are capitalised to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset. To the extent that funds are borrowed generally and used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on that asset. All other borrowing costs are expensed as incurred (See note 2.15).

Land is not depreciated. Depreciation on PPE is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life, in order to write down the cost in its residual value. The expected useful life of property, plant and equipment is as follows:

-
Buildings (and leasehold improvements)
20 years
-
Transportation
equipment,
machinery,
technical installations & other equipment
5 – 15 years
-
Furniture and fittings
5 – 6 years
-
Software
up to 5 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

When the carrying amount of the asset is higher than its recoverable amount, the resulting difference (impairment loss) is recognized immediately as an expense in the Income Statement. (Note 2.9)

In case of sale of property, plant and equipment, the difference between the sale proceeds and the carrying amount is recognized as profit or loss in the income statement.

2.8. Intangible Assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisition of subsidiaries and joint ventures is included in 'intangible assets'. Goodwill on acquisitions of associates is included in 'investments in associates'.

Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units which represent each entity for the purpose of impairment testing.

(b) Concessions and rights

Concessions and industrial rights refer to rights of use and are carried at cost less any depreciation and any accumulated impairment losses. Depreciation is calculated using the straight-line method to allocate the cost of each asset to its estimated useful life, which is 40 years.

2.9. Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Impairment losses are recognised as an expense to the Income Statement, when they occur.

2.10. Financial assets

The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.

(a) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

(b) Financial assets at fair value through profit or loss

This category has three sub-categories: financial assets held for trading, those designated at fair value through profit or loss at inception and derivatives. Assets in this category are classified as current if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. The Group did not hold any investments in this category during the year.

(c) Investments held-to-maturity

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. The Group did not hold any investments in this category during the year.

(d) Available for sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. The Group did not hold any investments in this category during the year.

Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

Investments are initially recognized at fair value plus any transaction cost.

Available for sale financial assets and financial assets at fair value through profit or loss are presented at fair value.

Realized and unrealized gains or losses from changes in fair value of financial assets at fair value through profit or loss are recorded in the income statement when they occur.

Unrealized gains or losses from changes in fair value of financial assets that classified as available for sale are recognized in revaluation reserve. In case of sale or impairment of available for sale financial assets, the accumulated fair value adjustments are transferred to profit or loss.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis refined to reflect the issuer's specific circumstances.

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

2.11. Inventories

Inventories are stated at the lower of cost and net realisable value. Differences between cost and net realisable value are recorded as losses in the Income Statements as they incur. Cost is determined using the weighted average method. It excludes borrowing costs.

Net realisable value is the estimated selling price in the ordinary course of business, less any applicable selling expenses.

Properties that are being developed for future sale are reclassified as inventories at their carrying amount at the balance sheet date.

2.12. Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.

2.13. Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and bank overdrafts.

2.14. Share Capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares are shown after the reduction of the relative income tax in reduction to the product of issue. Incremental costs directly attributable to the issue of new shares for the acquisition of other entities are included in the cost of acquisition of the new company.

2.15. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

2.16. Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affected neither accounting nor taxable profit or loss. Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

2.17. Employee benefits

(a) Short-term benefits

Short-term employee benefits in cash and in items are recognized as an expense when they become accrued.

(b) Retirement benefits

The Group participates in retirement schemes in accordance with the Greek legislation by paying into publicly administered social security funds on a mandatory basis. Benefits after retirement include both defined contribution plans and defined benefits plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate social security fund. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as employee benefit expense when they are due.

A defined benefit plan comprise retirement benefit plans according to which the Group pays to the employee an amount upon retirement that is based on the employee's period of service, age and salary.

The liability in respect of defined benefit plans, is the present value of the defined benefit obligation at the balance sheet date together with adjustments for actuarial gains/ losses and past service cost. The defined benefit obligation is calculated by independent actuaries using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans, which exceed 10% of the compounded obligation, are charged or credited to income over the average remaining service lives of the related employees.

Past service costs are recognised in the profit and loss account; with the exception of movements in the related obligation that are based on the average remaining service lives of the related employees. In this instance the past service cost are amortised to the profit and loss account on a straight-line basis over the vesting period.

(c) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

In case of termination of employment where there is inability to determine the number of employees that will make use of these benefits, the latter are not accounted for but disclosed as a contingent liability.

(d) Share-based compensation

The Group operates a share option compensation plan. The fair value of the services of the employees, to whom shares are granted according to the share option plan, is accounted for as expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, at the date of granting. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

2.18. Grants

Government grants are recognised at fair value when it is virtually certain that the grant will be received and the group will comply with anticipated conditions.

Government grants relating to expenses are deferred and recognized in the income statement over the period necessary to match them with the costs they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred government grants and are credited to the income statement on a straight line basis over the expected lives of the related assets.

2.19. Provisions

Provisions are recognized when:

  • i. There is present legal or constructive obligation as a result of past events
  • ii. It is probable that an outflow of resources will be required to settle the obligation
  • iii. The amount can be reliably estimated

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date (see Note 4.1). The discount rate used to determine the present value reflects current market assessments of the time value of money and the increases specific to the liability.

Right of leave provision

The right of annual leave and long-service leave for employees are recognized when these result. A provision is recognized for the estimated obligation of annual leave and long-service leave as result of services that were offered up until the balance sheet date.

2.20. Revenue recognition

Revenue comprises the fair value of revenues from rents, services and management of real estate, as well as real estate purchases and sales. Intercompany revenues from sales within the Group are fully eliminated. Revenue is recognised as follows:

(a) Sale of Real Estate

Revenue from the sale of real estate is only recognized in the financial statements when the final contract has been signed.

When the outcome of a contract cannot be reliably estimated, the revenue is recognized only to the extent that the contract costs incurred will probably be recoverable. Contract expenses are recognised when incurred.

When the outcome of a contract can be reliably estimated, the revenue and the costs of the contract are recognized over the duration of the contract as revenue and expenses respectively. The Group uses the percentage of completion method in order to determine the revenue and expenses to recognize in each accounting period. When the total cost is likely to exceed the total income then the excess loss is recognized immediately in the income statement as an expense.

(b) Income from Investment Property

Income from investment properties includes operating lease income, income from maintenance and management of real estate, concession rights and commercial cooperation agreements.

The income from operating leases is recognized in the Income Statement using the straight-line method over the duration of the lease. When the Group provides incentives to its customers, the cost of these incentives is recognized over the duration of the lease or commercial cooperation, using the straight line method, reducing income.

The income from maintenance and management of real estates, concessions and commercial cooperation agreements is recognized during the period for which the concession and commercial cooperation services are provided.

(c) Interest income

Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues accreting the discount as interest income. Afterwards, interests are calculated by using the same rate on the impaired value (new carrying amount).

(d) Dividend income

Dividend income is recognised when the shareholder's right to receive payment is established.

2.21. Leases

(a) Group company as the lessee

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset's useful life and the lease term if classified as tangible assets, while if classified as investment properties they are not depreciated but presented in their fair value.

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

(b) Group company as the lessor

Assets leased to third parties under operating leases are included in investment properties and measured at fair value (Note 2.6) Note 2.20 describes the accounting principle of revenue recognition from leases..

2.22. Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements when the dividend distribution is approved by the Company's General Assembly. The first dividend is recognised at its payment.

2.23. Comparative figures and rounding

Certain prior year amounts have been reclassified to conform to the current year presentation. Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.

3. Financial risk management

3.1. Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange price, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles and directions for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest-rate risk and credit risk.

(a) Market risk

The Group operates in Europe and consequently the major part of the Group's transactions is denominated in Euros. The Group's stable policy is to avoid purchasing foreign currency in advance and contracting FX future contracts with external counter-parties.

(b) Credit risk

Sales are made mainly to customers with an assessed credit history and credit limits. Specific sale and collection terms are employed. Whenever possible, further securities are requested for outstanding receivables.

(c) Liquidity risk

Liquidity needs are satisfied in full by the timely forecasting of cash needs in conjuction with the prompt receipt of receivables and by using adequate credit limits with collaborating banks.

(d) Interest fluctuation risk

The revenues and the cash flows of the Group are only slightly infuenced from interest movements, as cash available for investment and interest bearing receivables are mainly dependent on the euro interest rates which historically have low volatility while predicted future volatility is also low.

With regards to borrowings, the Group, based on the fact that all its revenues are euro-denominated has decided to borrow funds in euros, in order to eliminate risk due to currency exchanges.

Moreover, the Group, in order to be covered in the long term from interest fluctuations, it uses contracts of exchanging short term interest rates with long term ones for those loans whose duration exceeds one year.

At the financial year end, 65% approx of the total borrowings was under fixed interest products. The target is the covering of the bigger part of the interest fluctuation risk of the loans pertaining to the financing of investment properties. The coverage percentage is expected to be considerably increased during 2006.

These contracts are valued at balance sheet date and the gains or losses from the changes in the current value of the financial products are recorded in the relevant year.

3.2. Determination of fair values

The nominal value less estimated credit adjustments of trade receivables is assumed to approximate their fair values. The fair values of financial liabilities for disclosure purposes are estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

4. Critical accounting estimates and judgements

Estimates and judgements of the Management are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4.1. Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next 12 months concern the following:

(a) Estimate of fair value of investment properties

The best evidence of fair value is current prices in an active market for similar lease and other contracts. When there is absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making its judgement, the Group considers information from a variety of sources including:

i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; and

iii) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

(b) Principal assumptions for management's estimation of fair value

If information on current or recent values for investment properties is not available, the fair values of investment properties are determined using discounted flow valuation techniques. The Group uses assumptions that are mainly based on market conditions existing at each balance date.

The principle assumptions underlying management's estimation of fair value are those related to: the receipt of contractual rentals, expected future market rentals, void periods, maintenance requirements, and appropriate discount rates. These valuations are regularly compared to actual market yield data, and actual transactions by the Group and those reported by the market.

The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location and condition.

(c) Income taxes

The Group is subject to various legislations regarding income taxes. In order to determine such provision the above should be a clear perception of the above. During the normal course of business, there are some transactions and calculations for which the ultimate tax determination is uncertain. The Management forms provisions regarding additional taxes that might occur following future tax audits. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(d) Other issues

  • As it is also reported in notes 13 and 19, the Group's management estimates that the balance payable towards Hellenic Touristic Properties (ETA) and the respective case under arbitration will not result in any additional obligations for the Group.
  • As it is also reported in the note 13, included in the VAT Receivable is amount of € 40,8 m (2004: €19,8 m) which concerns the VAT rebate which relates to the cost of construction of the Commercial Centres. The Group's management considers that there exists a right of return of this VAT as inflow, or offsetting of this amount with future VAT outflows.
  • As it is also reported in the note 28, the subsidiary company LAMDA OLYMPIA VILLAGE has been imposed with a property transfer tax of €9,8 m. The Group's management regards that the imposition of

this income tax is unfounded because of the special provisions of the law concerning Olympic Games projects.

4.2. Critical management estimates in applying the entity's accounting policies

As is also reported in note 28, a subsidiary company of the Group, has undertaken to compensate its customers for potential tax obligations that will arise because of the special nature of the commercial cooperation agreements that they have contracted with the company in question. The amount of the potential obligation cannot be estimated.

There are no areas that require management estimates in applying the Group's accounting policies.

5. Transition to IFRS

5.1. Basis of transition to IFRS

5.1.1 Application of IFRS 1

The Group's financial statements are the first annual financial statements that comply with IFRS. These financial statements have been prepared as described in Note 2.1. The Group's IFRS adoption date is 1 January 2004. The Group has applied the IFRS to prepare its opening balance sheet at this date of transition.

In preparing these financial statements in accordance with IFRS 1, the Group has applied the mandatory exemptions, as well as certain of the optional exemptions from full retrospective application of IFRS.

5.1.2 Exemptions from full retrospective application of IFRS elected by the Group

The Group has elected to apply the following optional exemptions from full retrospective application:

(a) Business combinations exemption

The Group has applied the business combinations exemption in IFRS 1. It has not restated business combinations that took place prior to the 1 January 2004 transition date.

(b) Fair value as deemed cost exemption

The Group has elected to measure land at fair value and to use this cost as the deemed cost as at 1 January 2004. Investment properties are shown in Note 7.

(c) Employee benefit exemption

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

(d) Cumulative translation differences exemption

The Group has elected to set the previously accumulated cumulative translation to zero at 1 January 2004. This exemption has been applied to all subsidiaries in accordance with IFRS 1.

(e) Designation of financial assets and financial liabilities exemption

The Group reclassified various securities as available-for-sale investments at the opening balance sheet date of 1 January 2004.

5.1.3 Exceptions from full retrospective application followed by the Group

The Group has applied the following mandatory exceptions from retrospective application:

(a) Derecognition of financial assets and liabilities exception

Financial assets and liabilities derecognised before 1 January 2004 are not re-recognised under IFRS.

(b) Estimates exception

Estimates under IFRS at 1 January 2004 should be consistent with estimates made for the same date under Greek GAAP, unless there is evidence that those estimates were in error.

5.2. Reconciliations between IFRS and GAAP

The following reconciliations provide a quantification of the effect of the transition to IFRS. The first reconciliation provides an overview of the impact on equity of the transition at 1 January 2004 and 31 December 2004. The following reconciliations provide details of the impact of the transition on:

  • Equity at 1 January 2004 and 31 December 2004 (note 5.2.1)
  • Balance sheet at 1 January 2004 (note 5.2.2)
  • Balance sheet at 31 December 2004 (note 5.2.3)
  • Net income for 12 months ended 31 December 2004 (Note 5.2.4)
  • Profit and loss account for 12 months ended 31 December 2004 (Note 5.2.5)

5.2.1 Reconciliation of equity at 1 January 2004 and 31 December 2004

5.2.1(a) Group

(Amounts in Euro thousands) 1.1.2004 31.12.2004
Total equity under Greeek GAAP 241.731.167 277.910.914
IFRS transition adjustments
Reduction of share premium with costs attributable to the issue of new shares (1.585.771) (1.579.366)
Effect of fair value adjustments to tangible assets 16.999.031 19.284.195
Restatement of participations to their fair values (45.128.251) (43.241.514)
Reversal of revaluations on immovable property (Law 3229/2004) - (26.632.242)
Reversal of profit from the sale and leaseback of immovable asset (5.119.139) (4.701.811)
Establishment of provisions (936.080) (997.015)
Reversal of grants (1.598.239) (1.598.239)
Restatement of accumulated depreciation on P,P&E 1.695.891 2.654.101
Restatement of accumulated amortization on Intangible assets 245.045 (860.684)
Recognition of long term liability due to employee benefits (504.572) (578.611)
Deferred tax adjustments (8.759.181) 1.602.815
Effect of different consolidation method used for subsidiaries (3.966.792) (3.476.742)
Revaluation of inventory (8.900.000) (8.900.000)
Adjustment relating to revenue recognition - (1.999.727)
Change in affiliated company's net equity position 2.378.304 9.121.507
Cumulated impact of other non-material items (62.283) (174.972)
Total adjustments (55.242.037) (62.078.304)
Total equity under IFRS 186.489.130 215.832.610

5.2.1(b) Company

(Amounts in Euro) 1.1.2004 31.12.2004
Total equity under Greeek GAAP 240.540.533 242.145.488
IFRS transition adjustments
Reduction of share premium with costs attributable to the issue of new shares (1.072.890) (1.001.126)
Effect of fair value adjustments to tangible assets 1.777.183 1.777.183
Restatement of participations to their fair values (59.881.859) (59.881.859)
Reversal of revaluations on immovable property (Law 3229/2004) - (2.011.751)
Establishment of provisions (692.580) (997.015)
Restatement of accumulated depreciation on P,P&E - 142.236
Restatement of accumulated amortization on Intangible assets 516.053 782.343
Deferred tax adjustments (513.718) 212.332
Cumulated impact of other non-material items - (41.763)
Total adjustments (59.867.811) (61.019.421)
Total equity under IFRS 180.672.722 181.126.067

5.2.2 Reconciliation of balance sheet at 1 January 2004

5.2.2(a) Group

Transition to
(Amounts in Euro thousands) GREEK GAAP IFRS IFRS
ASSETS
Non-current assets
Property, plant and equipment 120.272.571 (21.883.246) 98.389.325
Investment properties - 55.034.228 55.034.228
Intangible assets 11.255.597 (9.108.347) 2.147.250
Investments in affiliated companies 18.825.762 (164.638) 18.661.123
Deferred tax assets - (8.934.097) (8.934.097)
Other receivables 390.490 (274.961) 115.529
150.744.419 14.668.939 165.413.359
Current assets
Inventories 178.107.231 (54.067.947) 124.039.284
Trade and other receivables 52.303.297 (3.375.771) 48.927.526
Current income tax assets - 596.552 596.552
Securities 3.361.507 - 3.361.507
Cash and cash equivalents 39.902.178 912.154 40.814.332
273.674.213 (55.935.012) 217.739.201
Total assets 424.418.633 (41.266.073) 383.152.560
EQUITY AND LIABILITIES
Equity
Share capital 13.077.885 - 13.077.885
Share premium 222.975.874 (1.635.633) 221.340.241
Grands 1.278.591 (1.278.591) -
Other reserves 4.655.821 762.012 5.417.832
Goodwill (16.971.912) 16.971.912 -
Retained earnings / (losses) (2.409.863) (67.505.735) (69.915.598)
222.606.396 (52.686.036) 169.920.360
Minority interest 19.124.771 (2.556.001) 16.568.770
Total equity 241.731.167 (55.242.037) 186.489.130
Non-current liabilities
Borrowings 15.605.759 10.440.000 26.045.759
Employee retirement benefit obligations 382.544 492.687 875.231
Provisions 16.871 (16.871) -
Other long term liabilities 640.105 6.590.160 7.230.265
16.645.279 17.505.976 34.151.255
Current liabilities
Trade and other payables 98.947.555 206.909 99.154.464
Current income tax liabilities 4.516.446 (1.909.925) 2.606.521
Borrowings 62.578.186 (1.826.995) 60.751.190
166.042.187 (3.530.011) 162.512.175
Total liabilities 182.687.466 13.975.964 196.663.430
Total equity and liabilities 424.418.633 (41.266.073) 383.152.560

5.2.2(b) Company

Transition to
(Amounts in Euro thousands) GREEK GAAP IFRS IFRS
ASSETS
Non-current assets
Property, plant and equipment 4.172.042 (3.462.341) 709.701
Investment properties - 5.670.000 5.670.000
Intangible assets 844.507 (844.507) -
Investments in affiliated companies 250.205.101 (59.881.859) 190.323.243
Deferred tax assets - (656.524) (656.524)
Other receivables 19.823 - 19.823
255.241.473 (59.175.231) 196.066.242
Current assets
Trade and other receivables 5.073.842 (692.580) 4.381.262
Securities 2.000.000 - 2.000.000
Cash and cash equivalents 32.101.228 - 32.101.228
39.175.071 (692.580) 38.482.491
Total assets 294.416.544 (59.867.811) 234.548.733
EQUITY AND LIABILITIES
Equity
Share capital 13.077.885 - 13.077.885
Share premium 222.413.131 (1.072.890) 221.340.241
Other reserves 4.630.689 - 4.630.689
Retained earnings / (losses) 418.829 (58.794.921) (58.376.092)
Total equity 240.540.533 (59.867.811) 180.672.722
Non-current liabilities
Employee retirement benefit obligations 129.956 - 129.956
129.956 - 129.956
Current liabilities
Trade and other payables 48.472.647 - 48.472.647
Current income tax liabilities 273.408 - 273.408
Borrowings 5.000.000 - 5.000.000
53.746.055 - 53.746.055
Total liabilities 53.876.011 - 53.876.011
Total equity and liabilities 294.416.544 (59.867.811) 234.548.733

5.2.3 Reconciliation of balance sheet at 31 December 2004

5.2.3(a) Group

(Amounts in Euro thousands) GREEK GAAP Transition to IFRS IFRS
ASSETS
Non-current assets
Property, plant and equipment 354.043.244 (82.631.660) 271.411.584
Investment properties - 55.034.228 55.034.228
Intangible assets 11.293.159 (6.145.010) 5.148.149
Investments in affiliated companies 14.240.251 7.770.316 22.010.567
Deferred tax assets - 4.815.781 4.815.781
Other receivables 1.623.821 (968.303) 655.518
381.200.475 (22.124.647) 359.075.828
Current assets
Inventories 119.139.160 (15.499.326) 103.639.834
Trade and other receivables 76.761.028 (8.019.752) 68.741.276
Securities - 1.457.847 1.457.847
Cash and cash equivalents 25.243.894 (835.034) 24.408.860
221.144.082 (22.896.265) 198.247.817
Total assets 602.344.558 (45.020.912) 557.323.645
EQUITY AND LIABILITIES
Equity
Share capital 13.135.755 - 13.135.755
Share premium 223.265.224 (1.563.869) 221.701.355
Fair value reserves 26.177.543 (26.177.543) -
Grands 1.241.299 (1.241.299) -
Other reserves 3.300.069 928.219 4.228.288
Goodwill (19.257.234) 19.257.234 -
Retained earnings / (losses) (9.918.951) (50.292.378) (60.211.329)
237.943.705 (59.089.636) 178.854.069
Minority interest 39.967.210 (2.988.669) 36.978.541
Total equity 277.910.914 (62.078.305) 215.832.610
Non-current liabilities
Borrowings 30.436.300 12.808.841 43.245.141
Employee retirement benefit obligations 472.988 481.743 954.731
Grands - 3.249.190 3.249.190
Provisions 1.605.432 (1.605.432) -
Other long term liabilities 1.516.183 (946.398) 569.785
34.030.903 13.987.944 48.018.847
Current liabilities
Trade and other payables 122.141.170 7.382.707 129.523.877
Current income tax liabilities 4.262.484 (2.541.237) 1.721.247
Borrowings 163.999.086 (1.772.021) 162.227.065
290.402.740 3.069.449 293.472.189
Total liabilities 324.433.643 17.057.393 341.491.036
Total equity and liabilities 602.344.558 (45.020.912) 557.323.645

5.2.3(b) Company

Transition to
(Amounts in Euro thousands) GREEK GAAP IFRS IFRS
ΕΝΕΡΓΗΤΙΚΟ
Non-current assets
Property, plant and equipment 6.283.821 (4.633.550) 1.650.271
Investment properties - 5.670.000 5.670.000
Intangible assets 1.318.286 (1.318.286) -
Investments in affiliated companies 281.186.406 (59.881.859) 221.304.547
Deferred tax assets - 141.289 141.289
Other receivables 37.948 - 37.948
288.826.461 (60.022.406) 228.804.056
Current assets
Trade and other receivables 21.917.963 (1.218.336) 20.699.627
Current income tax assets - 221.321 221.321
Cash and cash equivalents 1.130.951 - 1.130.951
23.048.914 (997.015) 22.051.899
Total assets 311.875.376 (61.019.421) 250.855.955
EQUITY AND LIABILITIES
Equity
Share capital 13.135.755 - 13.135.755
Fair value reserves 2.011.751 (2.011.751) -
Share premium 222.702.481 (1.001.126) 221.701.355
Other reserves 4.630.689 - 4.630.689
Retained earnings / (losses) (335.188) (58.006.544) (58.341.731)
Total equity 242.145.488 (61.019.421) 181.126.067
Non-current liabilities
Borrowings 8.909.865 - 8.909.865
Employee retirement benefit obligations 201.456 - 201.456
9.111.321 - 9.111.321
Current liabilities
Trade and other payables 46.196.374 422.193 46.618.567
Current income tax liabilities 422.193 (422.193) -
Borrowings 14.000.000 - 14.000.000
60.618.567 - 60.618.567
Total liabilities 69.729.888 - 69.729.888
Total equity and liabilities 311.875.376 (61.019.421) 250.855.955

5.2.4. Reconciliation of net income for the year ended 31 December 2004

5.2.4(a) Group

31.12.2004
(Amounts in Euro) TOTAL
Total net income under Greeek GAAP (479.537)
IFRS transition adjustments
Provision for doubtful receivables (304.435)
Revenue recognition (1.999.727)
Defrred tax 10.351.898
Write-off of intangible assets and restatement of accumulated depreciation to reflect the useful lives of the
intangible assets accepted by IFRS
(942.963)
Restatement of accumulated depreciation to reflect the useful lives of the PP&E 933.176
Restatement of employee termination benefits based on the project unit credit method and recognition of
actuarial gains and losses (6.500)
Recognition of finance lease 417.328
Property tax and capital gains tax adjustments (1.190.598)
Income tax effects (1.361.429)
Tax audit differences (199.898)
Reduction in the value of the immovable asset (41.763)
Change in affiliated company's net equity position 2.634.281
Effect of different consolidation method used for subsidiaries 213.386
Total adjustments 8.502.756
Total net income under IFRS 8.023.219

5.2.4(b) Company

31.12.2004
(Amounts in Euro) TOTAL
Total net income under Greeek GAAP (584.813)
IFRS transition adjustments
Provision for doubtful receivables (304.435)
Deferred tax adjustments 726.050
Restatement of accumulated depreciation to reflect the useful lives of the PP&E 142.236
Restatement of accumulated depreciation to reflect the useful lives of the Intangible assets
Property tax charged in the income statement according to Greek GAAP
266.290
(82.944)
Tax audit differences (86.260)
Reduction in the value of the immovable asset (41.763)
Total adjustments 619.174
Total net income under IFRS 34.361

5.2.5 Reconciliation of profit and loss account for the year ended 31 December 2004

5.2.5(a) Group

12 months to 31 December 2004
GREEK GAAP Transition to
IFRS
IFRS
(Amounts in Euro thousands)
Sales 83.748.663 (9.147.929) 74.600.734
Cost of sales (69.861.481) 7.983.850 (61.877.630)
Gross profit 13.887.182 (1.164.078) 12.723.104
Selling costs (234.122) 234.122 -
Administrative expenses (15.754.475) (2.329.080) (18.083.555)
Other operating income / (expenses) - net 4.867.812 1.670.475 6.538.287
Operating profit 2.766.398 (1.588.562) 1.177.836
Finance costs - net (1.932.880) (12.325) (1.945.205)
Extraordinary gains and non-operating income (194.570) 194.570 -
Prior years' income 25.943 (25.943) -
Extraordinary gain and losses 579.902 (579.902) -
Prior years' expenses (30.019) 30.019 -
Provisions and unused provisions (1.481.834) 1.481.834 -
Depreciation expense not included in operating expenses (212.476) 212.476 -
Profit before income tax (479.537) (287.832) (767.369)
Minority interest (500.137) 500.137 -
Income tax expense - 8.790.588 8.790.588
Profit for the year (979.674) 9.002.892 8.023.218

5.2.5(b) Company

12 months to 31 December 2004
Transition to
GREEK GAAP IFRS IFRS
(Amounts in Euro thousands)
Sales 389.781 - 389.781
Cost of sales (150.435) 142.236 (8.199)
Gross profit 239.345 142.236 381.581
Selling costs - - -
Administrative ex
penses
(5.360.521) (192.739) (5.553.260)
Other operating income / (expenses) - net 5.440.882 (41.263) 5.399.619
Operating profit 319.707 (91.766) 227.940
Finance costs - net (833.369) - (833.369)
Extraordinary gains and non-operating income 500 (500) -
Prior years' income - - -
Extraordinar
y losses and non-operating expenses
(150) 150 -
Prior years' expenses - - -
Provisions (71.500) 71.500
De
preciation expense not included in operating expenses
- - -
Profit before income tax (584.813) (20.615) (605.428)
Income tax ex
pense
- 639.790 639.790
Profit for the year (584.813) 619.174 34.362

6. Segment information

Primary reporting format – business segments

The Group is organised into three business segments:

  • (1) Aviation transport services
  • (2) Shipyards and Marine services
  • (3) Real Estate

The segment results for the year ended 31 December 2005 were as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Total gross segment sales 5.588.500 17.117.811 53.648.203 76.354.514
Inter-segment sales - (98.788) (3.552.125) (3.650.913)
Net sales 5.588.500 17.019.023 50.096.078 72.703.601
Operating profit 9.001 (8.564.695) 150.209.184 141.653.489
Finance costs (136.000) (1.296.097) (4.701.643) (6.133.740)
Profit before income tax (126.999) (9.860.792) 145.507.541 135.519.750
Income tax expense (47.485.867)
Net profit 88.033.883

The segment results for the year ended 31 December 2004 were as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Total gross segment sales 11.400.725 33.182.985 32.014.463 76.598.173
Inter-segment sales (355.677) (133.830) (1.507.932) (1.997.439)
Net sales 11.045.048 33.049.155 30.506.531 74.600.734
Operating profit 246.635 (855.504) 1.786.705 1.177.836
Finance costs (221.332) (506.407) (1.217.466) (1.945.205)
Profit before income tax 25.303 (1.361.911) 569.239 (767.369)
Income tax expense 8.790.586
Net profit 8.023.217

Other segment items included in the income statement for the year ended 31 December 2005 are as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Depreciation of property, plant and equipment (note 8) - 1.519.746 1.487.942 3.007.687
Amortisation of intangible assets (note 9) - 139.926 - 139.926
Impairment of receivables - 198.000 142.594 340.594
Impairment of inventories - - 6.755.517 6.755.517

Other segment items included in the income statement for the year ended 31 December 2004 are as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Depreciation of property, plant and equipment (note 8) 604.534 1.324.664 968.818 2.898.016
Amortisation of intangible assets (note 9) - 202.026 - 202.026
Impairment of receivables 997.015 978.305 - 1.975.320
Impairment of inventories - - 8.900.000 8.900.000

Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.

The segment assets and liabilities at 31 December 2005 are as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Assets - 67.615.625 825.040.953 892.656.578
Liabilities - 45.738.508 540.071.631 585.810.139
Equity - 21.877.117 284.969.322 306.846.439
Capital expenditure (notes 7,8 and 9) - 5.242.525 168.586.322 173.828.847

The segment assets and liabilities at 31 December 2004 are as follows:

Amounts in Euro Aviation
transport services
Shipyards and
Marine Services
Real Estate Total
Assets 5.475.683 69.766.894 482.081.068 557.323.645
Liabilities 6.609.002 39.079.793 295.802.240 341.491.035
Equity (1.133.319) 30.687.101 186.278.828 215.832.610
Capital expenditure (notes 7,8 and 9) 296.545 16.880.161 161.946.494 179.123.200

Segment assets consist primarily of investment property, property, plant and equipment, intangible assets, inventories, receivables and cash.

Segment liabilities comprise operating liabilities.

Capital expenditure comprises acquisitions of investment property, property, plant and equipment and intangible assets.

B. Secondary reporting format – geographical segments

The home-country of the Company – which is also the main operating country – is Greece. The Group's sales are mainly in Greece and in Romania.

Sales Total assets Capital expenditure
Amounts in Euro 1.1.2004 to 31.12.2004 31.12.2004 1.1.2004 to 31.12.2004
Greece 65.036.663 551.961.681 179.123.200
Romania 9.564.071 5.361.964 -
Total 74.600.734 557.323.645 179.123.200
Sales Total assets Capital expenditure
Amounts in Euro 1.1.2005 to 31.12.2005 31.12.2005 1.1.2005 to 31.12.2005
Greece 68.044.640 890.357.572 173.828.847
Romania 4.658.961 2.299.007 -
Total 72.703.601 892.656.579 173.828.847

Sales are allocated based on the country in which the customer is located. Capital expenditure is allocated based on where the assets are located.

C. Analysis of sales by category

Amounts in Euro 1.1.2005 to 31.12.2005 1.1.2004 to 31.12.2004
General Mechanical works 1.742.724 2.429.761
Shipping repairs 4.472.957 11.708.485
Yachts repairs 3.033.632 11.929.711
Development and sale of property 31.447.427 1.182.740
Wholesale of waste materials 17.542 38.736
Non-scheduled air transportation 1.431.774 5.713.040
Cargo distribution - 1.694.228
Other auxiliary land transportation 912.673 191.171
Other auxiliary water transportation services 7.574.070 7.076.292
Other auxiliary air transportation services 4.156.726 17.199.725
Leasing of real estate property 8.131.745 8.591.245
Real estate management 2.449.420 726.028
Consulting on software matters and software procurement 1.712.743 985.610
Architects - Engineer services 5.620.168 5.133.962
Total 72.703.601 74.600.734

7. Investment property

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2005 31.12.2004
At the beginning of year 55.034.228 55.034.228 5.670.000 5.670.000
Additions from acquisitions of new property 2.307.480 - 1.840.441 -
Additions resulting from subsequent expenditure 45.384.072
Transfer from Property, plant & equipment (Note 8) 342.622.158 - - -
Disposals (1.970.000) - (1.970.000) -
Fair Value Adjustments (Note 25) 159.325.055 - (45.000) -
At the end of year 602.702.993 55.034.228 5.495.441 5.670.000

Included in the above amounts are finance lease assets with a value of €12,1 m (2004: € 10,4 m). Moreover, property leased under operational leases of approximately €150,56 m is also included.

At 31 December 2004 investment properties are presented at their fair values as at 1 January 2004 as had been calculated by independent professionally qualified valuers, and have not been adapted to reflect the fair values of the investment properties as at 31 December 2004. These valuations were available to management after the date of publication of the financial statements for the first quarter of 2005, whereto the financial statements for the period ending 31 December 2004 were also published for first time in accordance with IFRS. The management believes that the fair values of the investment properties did not change significantly between 1 January 2004 and 31 December 2004.

Of the total fair value movement that was recognized in 2005, €154,5 m concerns two investment properties (THE MALL and MEDITTERANEAN COSMOS) which were completed during 2005. At 31 December 2004 the aforementioned investment properties were under construction and consequently were presented at cost in Assets under construction.

An amount of €13m is included in the acquisitions which relates to the transfer tax arising from the purchase of the land from OEK where THE MALL has been constructed. The transfer was concluded on 1 February 2006.

Regarding the securities and mortgages on the properties of the Group see notes 8 and 17.

8. Property, plant and equipment

Amounts in Euro Land and
buildings
Vehicles and
machinery
Furniture and
other equipment
Software Assets under
construction
Total
GROUP - Cost
1 January 2004 12.130.546 22.395.951 1.674.946 853.295 71.548.632 108.603.370
Additions 83.882.646 547.029 17.436 884.953 90.588.211 175.920.275
31 December 2004 96.013.192 22.942.980 1.692.382 1.738.248 162.136.843 284.523.645
1 January 2005 96.013.192 22.942.980 1.692.382 1.738.248 162.136.843 284.523.645
Disposal of subsidiaries and joint ventures (48.112) (2.582.687) (55.182) - (99.389) (2.785.368)
Additions 6.503 1.010.918 859.723 595.757 123.664.395 126.137.295
Disposals - (361.528) - - - (361.528)
Reclassifications 8.318.284 8.020.270 - - (16.338.554) -
Reclassifications to Investment Property (Note7) (80.598.201) - - - (262.023.957) (342.622.158)
31 December 2005 23.691.667 29.029.953 2.496.923 2.334.005 7.339.338 64.891.886
Accumulated depreciation
1 January 2004 (14.510) (9.319.449) (370.314) (509.773) - (10.214.046)
Depreciation charge (137.613) (2.185.074) (318.131) (257.198) - (2.898.016)
31 December 2004 (152.123) (11.504.523) (688.445) (766.971) - (13.112.062)
1 January 2005 (152.123) (11.504.523) (688.445) (766.971) - (13.112.062)
Disposal of subsidiaries and joint ventures - 3.493 12.311 - - 15.804
Depreciation charge (774.067) (1.323.269) (379.837) (530.515) - (3.007.688)
Disposals - 345.901 - - - 345.901
31 December 2005 (926.190) (12.478.397) (1.055.971) (1.297.486) - (15.758.045)
Net book value at 31 December 2004 95.861.069 11.438.457 1.003.937 971.277 162.136.843 271.411.583
Net book value at 31 December 2005 22.765.477 16.551.556 1.440.952 1.036.519 7.339.338 49.133.841
Amounts in Euro Land and Vehicles and Furniture and Assets under
buildings machinery other equipment Software construction Total
COMPANY - Cost
1 January 2004 110.584 - 652.009 663.288 - 1.425.881
Additions 44.454 - 322.551 997.267 3.540 1.367.811
31 December 2004 155.038 - 974.559 1.660.555 3.540 2.793.692
1 January 2005 155.038 - 974.559 1.660.555 3.540 2.793.692
Additions - 8.137 15.689 512.826 - 536.652
Disposals / Write-offs - (6.955) - - - (6.955)
31 December 2005 155.038 1.182 990.249 2.173.380 3.540 3.323.389
Accumulated depreciation
1 January 2004 (14.510) - (234.290) (467.380) - (716.180)
Depreciation charge (8.199) - (161.844) (257.198) - (427.241)
31 December 2004 (22.709) - (396.134) (724.578) - (1.143.421)
1 January 2005 (22.709) - (396.134) (724.578) - (1.143.421)
Depreciation charge (12.403) (130) (218.953) (442.880) - (674.366)
31 December 2005 (35.112) (130) (615.086) (1.167.459) - (1.817.787)
Net book value at 31 December 2004 132.329 - 578.426 935.976 3.540 1.650.271

Bank borrowings are secured with mortgages on land and buildings for the value of €442,1m (2004: € 16,5m) (note 17).

9. Intangible assets

Amounts in Euro Concessions and
similar rights
GROUP - Cost
1 January 2004 2.266.000 2.266.000
Additions 3.202.925 3.202.925
31 December 2004 5.468.925 5.468.925
1 January 2005 5.468.925 5.468.925
Additions - -
31 December 2005 5.468.925 5.468.925
Accumulated depreciation
1 January 2004 (118.750) (118.750)
Depreciation charge (202.026) (202.026)
31 December 2004 (320.776) (320.776)
1 January 2005 (320.776) (320.776)
Depreciation charge (139.926) (139.926)
31 December 2005 (460.702) (460.702)
Net book value at 31 December 2004 5.148.149 5.148.149
Net book value at 31 December 2005 5.008.223 5.008.223

Included in concessions and rights, are the licences for the management and the operation of the Flisvo Marina. These are valued at cost less accumulated amortization which is calculated using the straight-line method over the useful life of the concession, which is 40 years.

10. Investments in subsidiaries

(a) Company

.

COMPANY
31.12.2005 31.12.2004
221.304.547 190.323.243
42.596.414 30.981.305
(9.255.493) -
254.645.469 221.304.548

Financial statements 31 December 2005

Summarised financial information relating to subsidiaries:

COMPANY 31 December 2005
Name Cost Impairment Carrying amount Country of
incorporation
% interest held
Amounts in Euro
LAMDA ESTATE DEVELOPMENT AE 52.654.314 13.163.962 39.490.352 Greece 100,00%
LAMDA PRIME PROPERTIES 12.331.598 - 12.331.598 Greece 100,00%
LAMDA ΕΡΓΑ ΑΝΑΠΤΥΞΗΣ ΑΕ 69.999 - 69.999 Greece 100,00%
LAMDA ∆ΟΜΗ ΑΕ 69.999 - 69.999 Greece 100,00%
LAMDA PROPERTY MANAGEMENT AE 209.999 - 209.999 Greece 100,00%
LAMDA OLYMPIA VILLAGE AE 160.560.916 38.693.042 121.867.874 Greece 98,48%
LAMDA HELLIX AE 510.000 - 510.000 Greece 85,00%
LAMDA SHIPYARDS & MARINE SERVICES AE 16.538.188 1.036.607 15.501.581 Greece 75,00%
ΠΥΛΑΙΑ ΑΕ 27.467.947 - 27.467.947 Greece 60,10%
LAMDA TECHNOL FLISVOS HOLDING AE 6.807.949 2.484.000 4.323.949 Greece 45,00%
LAMDA AKINHTA AE 4.168.594 10 4.168.584 Greece 50,00%
LAMDA OLYMPIC SRL 2.432.505 838.027 1.594.477 Romania 50,00%
EFG EUROBANK PROPERTIES AE 26.757.150 - 26.757.150 Greece 13,20%
ECE LAMDA HELLAS AE 204.000 - 204.000 Greece 34,00%
LAMDA DEVELOPMENT BEOGRAD 12.130 - 12.130 Serbia 100,00%
LAMDA DEVELOPMENT ROMANIA ΕΠΕ 500 - 500 Romania 100,00%
EFG EUROBANK PROPERTIES ROMANIA 29.989 - 29.989 Romania 20,00%
EFG EUROBANK PROPERTIES SOFIA 15.340 - 15.340 Bulgaria 20,00%
EFG EUROBANK PROPERTIES BEOGRAD 20.000 - 20.000 Serbia 20,00%
310.861.117 56.215.648 254.645.469
COMPANY 31 December 2004
Name Cost Impairment Carrying amount Country of
incorporation
% interest held
Amounts in Euro
LAMDA ESTATE DEVELOPMENT AE 52.654.314 13.163.962 39.490.352 Greece 100,00%
LAMDA PRIME PROPERTIES 12.331.598 - 12.331.598 Greece 100,00%
LAMDA ΕΡΓΑ ΑΝΑΠΤΥΞΗΣ ΑΕ 69.999 - 69.999 Greece 100,00%
LAMDA ∆ΟΜΗ ΑΕ 69.999 - 69.999 Greece 100,00%
LAMDA PROPERTY MANAGEMENT AE 209.999 - 209.999 Greece 100,00%
LAMDA DEVELOPMENT ΕΠE Βελιγράδι 12.130 - 12.130 Serbia 100,00%
LAMDA DEVELOPMENT ROMANIA ΕΠΕ 500 - 500 Romania 100,00%
LAMDA OLYMPIA VILLAGE AE 160.560.916 38.693.042 121.867.874 Greece 98,48%
LAMDA HELLIX AE 510.000 - 510.000 Greece 85,00%
LAMDA SHIPYARDS & MARINE SERVICES AE 16.538.188 1.036.607 15.501.581 Greece 75,00%
ΠΥΛΑΙΑ ΑΕ 6.793.547 6.793.547 Greece 60,10%
LAMDA TECHNOL FLISVOS HOLDING AE 6.807.949 2.484.000 4.323.949 Greece 45,00%
LAMDA AKINHTA AE 4.168.594 10 4.168.584 Greece 50,00%
SWISSPORT LAMDA ΕΛΛΑΣ ΑΕ 3.666.211 3.666.211 Greece 50,00%
LAMDA OLYMPIC SRL 4.008.255 838.027 3.170.227 Romania 50,00%
EFG EUROBANK PROPERTIES AE 12.784.207 - 12.784.207 Greece 29,90%
281.186.406 59.881.859 221.304.548

In 2004 the Company increased the share capital of the company ΠΥΛΑΙΑ Α.Ε.. The increase of the share capital was covered by the existing shareholders based on the proportionate holdings held by each in the share capital of company ΠΥΛΑΙΑ Α.Ε..

On 28 June 2005 the company LAMDA Development S.A. sold 100% of the shares that it held in her subsidiary company Swissport Lamda, which corresponds with the 50% of the total participating capital of company, and which had a NIL accounting value in the LAMDA Development S.A for a price of €2.105.263. The agreement was concluded in the framework of focusing the company's activities on the sector of real estate development. On 28/06/2005 the company transferred its shareholding in the company SWISSPORT LAMDA GREECE S.A. Accordingly SWISSPORT LAMDA GREECE S.A. as well as her subsidiary companies SWISSPORT GREECE CARGO S.A. and WSW SKYCAP SERVICES S.A. have been consolidated in the financial results up until the date of transfer of the shares.

On 10 August 2005 the holding company transferred 16,7% of the total share capital of the company EFG Eurobank Properties S.A. which resulted in the shareholding in the above-mentioned company decreased from 29,9% in 13,2% of the total EFG Eurobank Properties S.A. shares. The above percentage was sold to EFG Eurobank Ergasias S.A. for €12.497.916 and which is likely to adjust, either upwards or downwards, according to the special terms of the sale agreement if and provided that the shares of EFG Eurobank Properties become listed on the Athens Stock Exchange in the future. Thereafter the holding company will participate in the increase of share capital of above-mentioned company by paying in the sum of € 21.114.486, without it altering its participation.

(b) Group

GROUP
Amounts in Euro 31.12.2005 31.12.2004
Balance at the beginning of the period 22.010.567 18.661.123
Profits from affiliated companies 3.950.496 4.018.478
Additions 22.011.008 -
Disposals (13.201.409) (669.034)
Balance at the end of the period 34.770.662 22.010.567

The total assets, liabilities, sales and net income of related companies is analysed below:

31 December 2005
Net profits / Country of
Name Total assets Liabilities Sales losses incorporation % interest held
EFG EUROBANK PROPERTIES AE 310.792.000 51.824.000 16.864.000 27.071.000 Greece 13,2%
EFG PROPERTIES ROMANIA 254.780 80.706 383.132 26.518 Romania 20,0%
EFG PROPERTIES SOFIA 185.324 19.179 149.867 89.450 Bulgaria 20,0%
EFG PROPERTIES BEOGRAD 61.523 634 8.018 (38.889) Serbia 20,0%
ECE LAMDA HELLAS AE 780.977 137.665 462.592 16.115 Greece 34,0%
MC PROPERTY MANAGEMENT 336.000 270.000 459.000 36.000 Greece 25,0%
4K DEVELOPMENT PROPERTIES ΑΕ 1.680.148 717 - 3.417 Greece 30,0%
LAMDA MED 982.531 1.041.654 - (39.851) Romania 40,0%

The Company continues to consolidate EFG Eurobank Properties SA under equity method after the aforementioned sale, despite the fact that it participates with a percentage lower of 20%, since management retains significant influence over the company.

The subsidiary LAMDA DEVELOPMENT BEOGRAD is not consolidated due to its insignificance.

11. Deferred income tax

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The offset amounts are as follows:

The amounts which have not been offset are as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Deferred tax liabilities: 57.804.053 8.226.829 65.643 32.151
Deferred tax assets: 13.140.809 9.793.421 205.358 173.440
(44.663.244) 1.566.593 139.715 141.289

The amounts which have been offset are as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Balance at the beginning of the period 1.566.593 (8.934.097) 141.289 (656.524)
Disposal of subsidiaries and joint ventures 89.895 - - -
Charged to the income statement (note 24) (46.396.185) 10.351.897 (41.189) 726.050
Income tax charged to equity 76.453 148.793 39.615 71.763
Balance at the end of the period (44.663.243) 1.566.593 139.715 141.289

The significant portion of the deferred tax assets is to be recovered after more than 12 months.

The gross movement on the deferred income tax account is as follows:

At the Company level, of the total amount that was charged to the Income Statement the amounts of € (4.261) and €68.067 concern the reduction of the tax rate for 2005 and 2004 respectively.

At the Company level, of the total amount that was charged to shareholders equity the amounts of €4.098 and €6.728 concern the reduction in tax rate for 2005 and 2004 respectively.

At the Group level, of the total amount that was charged to the Income Statement the amounts of € (4.799.605) and € 970.490 concern the reduction in the tax rate for 2005 and 2004 respectively.

At the Group level, of the total amount that was charged to shareholders equity the amounts of € 7.909 and € 13.949 concern the reduction in the tax rate for 2005 and 2004 respectively.

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances without the same tax jurisdictions, is as follows:

Financial statements 31 December 2005

Deferred tax liabilities:
--------------------------- -- -- -- --

Deferred tax assets:

GROUP (Amounts in Euro thousands) Accelerated tax
depreciation
Revenue
recognition
Other Total
1 January 2004 13.227.406 - 4.369.679 17.597.085
Charged / (credited) to the income statement (9.322.423) 834.081 (881.914) (9.370.256)
31 December 2004 3.904.983 834.081 3.487.765 8.226.829
1 January 2005 3.904.983 834.081 3.487.765 8.226.829
Charged / (credited) to the income statement 1.590.162 (834.081) 48.911.038 49.667.119
Disposal of subsidiaries and joint ventures - - (89.895) (89.895)
31 December 2005 5.495.145 - 52.308.908 57.804.053
COMPANY (Amounts in Euro thousands) Accelerated tax
depreciation
Revenue
recognition
Other Total
1 January 2004 704.113 - - 704.113
Charged / (credited) to the income statement (671.962) - - (671.962)
31 December 2004 32.151 - - 32.151
1 January 2005 32.151 - - 32.151
Charged / (credited) to the income statement (32.151) - 65.643 33.491
31 December 2005 - 65.643 65.643
GROUP (Amounts in Euro thousands) Write off of
intangible assets
Revenue
recognition
Other Total
1 January 2004 608.849 - 8.054.138 8.662.987
Charged / (credited) to the income statement (17.165) 288.000 710.806 981.641
Charged / (credited) to equity (36.222) - 185.014 148.793
31 December 2004 555.463 288.000 8.949.958 9.793.421
1 January 2005 555.463 288.000 8.949.958 9.793.421
Charged / (credited) to the income statement (69.907) (288.000) 3.628.843 3.270.936
Charged / (credited) to equity 33.622 - 42.830 76.452
31 December 2005 519.178 - 12.621.631 13.140.809
COMPANY (Amounts in Euro thousands) Write off of
intangible assets
Revenue
recognition
Other Total
1 January 2004 - - 47.589 47.589
Charged / (credited) to the income statement - - 54.088 54.088
Charged / (credited) to equity - - 71.763 71.763
31 December 2004 - - 173.440 173.440
1 January 2005 - - 173.440 173.440
Charged / (credited) to the income statement - - (7.698) (7.698)
Charged / (credited) to equity - - 39.615 39.615
31 December 2005 - - 205.357 205.357

We note that the bigger part of "Other" derives from changes in the fair value of investment properties. The Group did not calculate a deferred tax asset on the tax losses.

12. Inventories

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Merchandise 1.302.485 5.281.108 - -
Land and raw materials 86.121.707 107.076.482 - -
Consumables and other 270.838 182.244 - -
Total 87.695.030 112.539.834 - -
Less: Provisions for obsolete and slow-moving inventories:
Land and raw materials 6.755.517 8.900.000 - -
6.755.517 8.900.000 - -
Total net realisable value 80.939.513 103.639.834 - -

13. Receivables

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Trade receivables 22.284.737 30.528.526 746.479 2.638.917
Less: provision for impairment (1.345.515) (1.975.320) - (997.015)
Trade receivables - net 20.939.221 28.553.206 746.479 1.641.902
Prepayments and other receivables (a) 17.038.111 18.560.969 2.112.452 127.273
VAT receivable (b) 42.002.266 22.282.619 - -
Amounts due from related parties (Note 29) - - 5.900.341 18.968.400
Borrowings to related parties (Note 29) 192.700 - 618.745 -
Total 80.172.298 69.396.794 9.378.018 20.737.575
Non-current assets 3.060.183 655.518 2.338.084 37.948
Current assets 77.112.115 68.741.276 7.039.934 20.699.627
80.172.298 69.396.794 9.378.018 20.737.575

Included in prepayments and other receivables is an amount of €7,8 m (2004: €7,1 m) which relates to a claim by Hellenic Touristic Properties (ΕΤΑ) with the subsidiary Lamda Technol Flisvos Marina and which concern development expenses of Flisvo Marina for which the subsidiary was burdened on ETA's behalf. Refer to note 19 as regards the subsidiary's liability to ETA for rental amounts owing.

Included in VAT receivable are amounts totalling €40,8 m (2004: €19,8 m) which relate to VAT paid on the building costs of the shopping malls, and which are expected to be refunded. Management believes that these amounts will be offset with future VAT payables. However, given that the nature of the business that is practised by the companies constitutes an unusual form of activity for the Greek market, it should be pointed out that the Greek Tax Authorities have up to today not expressly accepted the existence of the right to a tax deduction. Consequently, the income (either via a return or via an offsetting with VAT outflows of future periods) the receivable in question depends on whether the right to a tax deduction becomes acceptable from the responsible authorities.

The Company has recognised a loss of €25.594 (2004: €304.435) for the impairment of its trade receivables during 2005.

The Group has recognised a loss of €340.594 (2004: €1.975.320) for the impairment of its trade receivables during 2005. The loss has been included in 'administration costs' in the income statement.

There is no concentration of credit risk with respect to trade receivables, as the Group has a large number of dispersed customers.

14. Cash and cash equivalents

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Cash at bank and in hand 36.429.823 24.408.860 4.291.681 1.130.951
Short-term bank deposits 400.000 - - -
Total 36.829.823 24.408.860 4.291.681 1.130.951

The effective interest rate on short-term bank deposits was 3,29%.

The above comprise the cash and cash equivalents used for the purposes of the cash flow statement.

15. Share capital

Amounts in Euro Number of
shares
Ordinary shares Share premium Total
GROUP
1 January 2004 43.592.950 13.077.885 221.340.241 234.418.126
Employee share option scheme 192.900 57.870 361.114 418.984
31 December 2004 43.785.850 13.135.755 221.701.355 234.837.110
1 January 2005 43.785.850 13.135.755 221.701.355 234.837.110
Employee share option scheme 244.100 73.230 967.752 1.040.982
31 December 2005 44.029.950 13.208.985 222.669.107 235.878.092

16. Other reserves

1.492.369
66.660
74.835
3.783.969
-
5.417.833
1 January 2004
-
-
-
-
(1.262.434)
(1.262.434)
Exchange differences
110.596
(37.707)
-
-
-
72.889
Changes during the year
1.602.965
28.953
74.835
3.783.969
(1.262.434)
4.228.288
31 December 2004
1.602.965
28.953
74.835
3.783.969
(1.262.434)
4.228.288
1 January 2005
-
-
-
-
1.698.662
1.698.662
Exchange differences
56.500
21
-
-
-
56.520
Changes during the year
1.659.465
28.974
74.835
3.783.969
436.228
5.983.470
31 December 2005
Forex
Statutory
Special
Extraordinary
translation
Amounts in Euro
reserve
reserve
reserves Tax-free reserve
differences
Total
COMPANY
834.540
-
74.835
3.721.313
-
4.630.689
1 January 2004
Changes during the year
-
-
-
-
-
-
31 December 2004
834.540
-
74.835
3.721.313
-
4.630.689
834.540
-
74.835
3.721.313
-
4.630.689
1 January 2005
-
-
-
-
-
-
Changes during the year
31 December 2005
834.540
74.835
3.721.313
4.630.689
Amounts in Euro
GROUP
Statutory
reserve
Special
reserve
Extraordinary reserves Tax-free reserve Forex
translation
differences
Total

(a) Statutory reserve

A legal reserve is created under the provisions of Greek law (Law 2190/20, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to the reserve until it reaches one third of the paid share capital. The legal reserve can only be used, after approval of the Annual General meeting of the shareholders, to offset retained losses and therefore can not be used for any other purpose.

(b) Special and extraordinary reserves

The special reserve includes a reserve that was created following a decision of the Annual General meeting in prior periods. This reserve was not created for any specific purpose and can therefore be used for any reason following approval from the Annual General meeting. These reserves also include reserves which were created under the provisions of Greek law. These reserves have been created from after tax profits and are therefore not subject to any additional taxation in case of their distribution or capitalisation.

(c) Tax free reserve

Tax-free and special taxed reserves are created under the provisions of tax law from tax free profits or from income or profits taxed under special provisions.

The above-mentioned reserves can be capitalised or distributed, after the approval of the Annual General meeting, after taking into consideration the restrictions which will apply at each time. The Group does not intent to distribute or capitalise these reserves and therefore did not account for the tax liability which would arise in such case.

17. Borrowings

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Non-current borrowings
Bank borrowings 14.236.689 30.310.672 8.320.689 8.909.865
Finance lease liabilities 12.317.240 12.934.469 - -
Bonds 99.120.000 - 23.000.000 -
Total non-current borrowings 125.673.929 43.245.141 31.320.689 8.909.865
Current borrowings
Bank borrowings 236.452.715 161.606.193 21.020.006 14.000.000
Finance lease liabilities 595.211 620.872 - -
Total current borrowings 237.047.926 162.227.065 21.020.006 14.000.000
Total borrowings 362.721.855 205.472.206 52.340.695 22.909.865

Borrowings are secured by mortgages on the Group's land and buildings (note 7).

The maturity of non-current borrowings is as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Between 1 and 2 years 26.089.368 1.410.040 23.000.000 -
Between 2 and 5 years 87.904.560 25.995.356 8.320.689 8.909.865
Over 5 years 11.680.002 15.839.745 - -
125.673.929 43.245.141 31.320.689 8.909.865

The effective weighted average interest rates at the balance sheet date are as follows:

GROUP COMPANY
31.12.2005 31.12.2004 31.12.2005 31.12.2004
% % % %
Bank borrowings (current) 4,87% 4,79% 4,59% 4,76%
Bank borrowings (non-current) 4,74% 4,67% 4,04% 4,04%
Bonds 4,33% 0,00% 4,40% 0,00%

Finance leases

The present value of finance lease liabilities is analyzed as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Finance lease liabilities- minimum lease
payments
Not later than 1 year 1.260.522 1.359.517 - -
Later than 1 year but not later than 5 years 6.875.577 6.760.983 - -
Over 5 years 10.468.121 11.865.254 - -
Total 18.604.220 19.985.754 - -
Less: Future finance charges on finance leases (5.691.769) (6.430.413) - -
Present value of finance lease liabilities 12.912.451 13.555.341 - -
GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Not later than 1 year 595.211 620.872 - -
Later than 1 year but not later than 5 years 3.857.474 3.590.567 - -
Over 5 years 8.459.766 9.343.902 - -
Total 12.912.451 13.555.341 - -

Some of the loans given to subsidiaries have been secured with assignment of receivables.

18. Retirement benefit obligations

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Balance sheet obligations for:
Pension benefits 583.332 954.731 173.098 201.456
Total 583.332 954.731 173.098 201.456
GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Income statement charge (note 22):
Pension benefits 149.421 79.500 57.612 71.500
Total 149.421 79.500 57.612 71.500
GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Present value of unfunded obligations 670.636 1.106.212 202.125 233.420
Unrecognised actuarial losses (84.054) (144.254) (29.028) (30.439)
Unrecognised past service cost (3.249) (7.227) - (1.525)
Liability in the balance sheet 583.332 954.731 173.098 201.456

Financial statements 31 December 2005

The amounts recognised in the income statement are as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Current service cost 137.427 73.914 22.971 66.476
Interest cost 27.482 13.738 10.004 12.355
Losses due to redundancies (15.488) (8.151) 24.637 (7.331)
Total included in employee benefit expenses (note 22) 149.421 79.500 57.612 71.500

The movement in the liability recognised in the balance sheet is as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Balance at beginning of the period 954.731 875.231 201.456 129.956
Disposal of subsidiaries and joint ventures (350.196) - - -
Redundancy payments made (170.624) - (85.970) -
Total expense charged in the income statement 149.421 79.500 57.612 71.500
Balance at end of the period 583.332 954.731 173.098 201.456

The principal annual actuarial assumptions used are as follows:

GROUP COMPANY
31.12.2005 31.12.2004 31.12.2005 31.12.2004
Discount rate 4,00% 5,00% 4,00% 5,00%
Future salary increases 4,00% 4,00% 4,00% 4,00%

19. Trade and other payables

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Trade payables 39.428.014 33.251.148 366.376 328.048
Amounts due to related parties (note 29) - - 60.141 246.000
Social security and other taxes 3.172.703 2.423.304 674.094 516.538
Unearned and deferred income 5.433.405 9.090.277 - -
Accrued expenses 1.209.739 1.311.354 398.498 169.677
Customer prepayments 3.848.061 2.854.876 54.841 -
(a)
Liability to the Municipality of Amarousiou
34.008.385 45.078.706 34.008.385 45.078.706
Liability to ETA (b) 8.907.999 189.860 - -
Other liabilities © 80.857.260 35.894.136 210.951 279.597
Total 176.865.566 130.093.661 35.773.286 46.618.566

Analysis of obligations:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Non-current 1.418.522 569.785 36.148 -
Current 175.447.044 129.523.876 35.737.138 46.618.566
Total 176.865.566 130.093.661 35.773.286 46.618.566

a) The liability to the Municipality of Amarousion concerns an amount for the purchase of the company Lamda Olympia Village (former ∆Η.ΜΕ.ΠΑ). The balance will be paid off within the next two years.

b) The liability to ETA concerns the rents payable by the subsidiary LAMDA TECHNOL FLISVOS MARINA for the Flisvos Marina. See note 13 for the receivable amount receivable from ETA which concerns development expenses for which the subsidiary company was burdened on behalf of ETA. The amount payable by the subsidiary company to ETA was under arbitration as at the balance-sheet date. Management believes that no significant additional obligations will arise from this case.

c) Included in Other payables at 31 December 2005 is an amount of €77,4 m (2004: €32 m) which concerns provisions for completion costs for the investment properties in subsidiary companies.

20. Provisions

Amounts in Euro Employee leave
provision
Other provisions Σύνολο
GROUP
1 January 2005 - - -
Additional provisions for the period 366.035 1.790 367.825
Provisions utilised during the period - (652) (652)
31 December 2005 366.035 1.138 367.173
Amounts in Euro Employee leave
provision
Σύνολο
COMPANY
1 January 2005 - -
Additional provisions for the period 279.895 279.895
31 December 2005 279.895 279.895

21. Expenses by nature

GROUP
1.1.2005 to 1.1.2004 to 1.1.2005 to 1.1.2004 to
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Employee benefit expense (Note 22) 15.836.764 19.967.321 4.763.313 2.641.745
Inventory cost recognised in cost of goods sold 29.404.373 17.995.076 - -
Depreciation of property, plant and equipment 3.007.688 2.898.016 674.366 427.241
Repairs and maintenance expenses 546.585 - 155.349 -
Amortisation of intangible assets 139.926 202.026 - -
Operating lease payments 8.845.798 2.388.484 485.699 324.389
Impairment of receivables 340.594 1.975.320 25.594 304.435
Impairment of inventory 6.755.517 8.900.000 - -
Promotion and publication expenses 4.856.889 1.987.295 131.673 206.231
Other professional fees 2.304.019 2.958.768 701.131 548.752
Subcontractors 521.191 2.204.833 - -
Other Taxes 1.343.800 1.190.598 381.998 397.489
Other expenses 28.028.293 17.293.448 1.949.657 711.177
Total 101.931.437 79.961.185 9.268.781 5.561.459
Allocated as follows
Cost of sales 74.391.297 61.877.630 3.374.479 8.199
Administrative expenses 27.540.140 18.083.555 5.894.302 5.553.260
101.931.437 79.961.185 9.268.781 5.561.459

Depreciation expenses of €1.981.068 (2004: €2.902.258) are included in the cost of sales and €1.166.546 (2004: € €197.784) are included in the administration expenses of the Group (Note 8 & 9).

Depreciation expenses of €674.366 (2004: €427.241) are included in the administration expenses of the Company (Note 8 & 9).

22. Employee benefits

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Salaries and wages 13.020.548 15.559.248 3.787.761 2.008.126
Social security costs 1.733.046 3.551.516 545.224 328.035
Retirement benefit expenses (Note 18) 149.421 79.500 57.612 71.500
Other employee benefit expenses 933.749 777.057 372.716 234.084
Total 15.836.764 19.967.321 4.763.313 2.641.745

23. Finance costs – net

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Interest expense
-Bank borrowings (5.643.209) (1.638.019) (2.077.484) (1.216.357)
- Finance leases (737.940) (878.303) - -
(6.381.149) (2.516.322) (2.077.484) (1.216.357)
Interest income 206.935 560.413 13.400 382.988
(6.174.214) (1.955.909) (2.064.084) (833.369)
Net foreign exchange gains / (losses) 40.474 10.704 - -
Total (6.133.740) (1.945.205) (2.064.084) (833.369)

24. Income tax expense

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Current tax (1.089.682) (1.561.311) - (86.260)
Deferred tax (note 11) (46.396.185) 10.351.897 (41.189) 726.050
Total (47.485.867) 8.790.586 (41.189) 639.790
GROUP COMPANY
1.1.2005 to 1.1.2004 to 1.1.2005 to 1.1.2004 to
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Profit before tax 135.519.750 (767.369) 5.519.267 (605.428)
Tax calculated at domestic tax rate applicable to profits in the
respective countries (43.366.320) 268.579 (1.766.166) 211.900
Income not subject to tax 3.459.074 13.527.864 1.326.066 1.853.403
Expenses not deductible for tax purposes (1.716.102) (1.179.212) (379.868) (222.135)
Effect of declining tax rates 5.114.015 127.547 111.682 (618)
Additional tax expense on sales (58.962) (99.106) - -
Tax losses of current period carried forward (10.967.023) (4.161.800) - (1.116.499)
Utilisation of tax losses brought forward 681.221 506.545 667.097 -
Differences arising from tax audit (631.770) (199.829) - (86.260)
Tax charge (47.485.867) 8.790.586 (41.190) 639.790

25. Other operating income / (expenses) - net

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Income from affiliated companies 3.950.496 4.018.478 - -
Dividend income - - 898.950 3.239.856
Insurance compensation 149.899 - - -
Profit on disposal of shareholdings 4.991.703 - 9.127.700 -
Other 2.464.172 2.519.809 779.814 2.159.763
Total 11.556.270 6.538.287 10.806.464 5.399.619

26. Cash generated from operations

GROUP COMPANY
Amounts in Euro Notes 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Profit for the year 88.033.883 8.023.217 5.478.078 34.362
Adjustments for:
Tax 24 47.485.867 (8.790.586) 41.189 (639.790)
Depreciation of property, plant and equipment 8 3.007.688 2.898.016 674.366 427.241
Amortisation of intangible assets 9 139.926 202.026 - -
Impairment of receivables 340.594 1.975.320 25.594 304.435
Impairment of invetory 6.755.517 8.900.000 - -
Share option scheme 521.924 - 521.924 -
Gain on sale of property, plant and equipment (649.613) - (330.000) -
Gains from the sale of shareholdings in investments 25 (4.991.703) (10.966) (9.127.700) -
Other provisions 20 367.173 - 279.895 -
Retirement benefit obligations expense 18 149.421 79.500 57.612 71.500
Interest income 23 (206.935) (560.413) (13.400) (382.988)
Interest expense 23 6.381.149 2.516.322 2.077.484 1.216.357
Income from investments / Dividends received 25 (3.950.496) (4.018.478) (898.950) (3.239.856)
Exchange (gains) / losses 1.698.662 (1.262.434) - -
Fair value gains/ (losses) of investment property 7 (159.325.055) - 45.000 -
(14.241.998) 9.951.524 (1.168.907) (2.208.739)
Changes in working capital
Decrease / (increase) in inventories 10.090.929 11.499.450 - -
Decrease / (increase) in receivables (13.665.328) (23.563.439) (7.537.436) 2.230.476
Increase / (decrease) in payables 6.247.526 26.324.305 (11.149.923) 761.293
2.673.127 14.260.315 (18.687.358) 2.991.769
Cash generated from operations (11.568.871) 24.211.839 (19.856.265) 783.030

Proceeds from the sale of property, plant and equipment comprise:

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
Net book amount (Note 2) (1.985.627) - (1.976.955) -
Profit / (loss) from sale of property, plant and equipment 649.613 330.000 -
Proceeds from sale of property plant and equipment (2.635.240) 0 (2.306.955) 0

27. Commitments

Capital commitments

There is no capital expenditure that has been contracted for but not yet incurred at the balance sheet date.

Operating lease commitments

The group leases mechanical equipment under operating leases. Total future lease payments under operating leases are as follows:

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Not later than 1 year 6.379.362 9.350.559 449.066 289.313
Later than 1 year but not later than 5 years 23.062.835 24.911.714 218.766 882.235
Later than 5 years 218.803.200 224.770.995 - 136.217
248.245.397 259.033.268 667.832 1.307.765

28. Contingent liabilities and assets

The Group and the Company have contingencies in respect of bank guarantees, other guarantees and other matters arising in the ordinary course of business, for which no significant additional burdens are expected to arise as follows:

Amounts in Euro GROUP COMPANY
31.12.2005 31.12.2004 31.12.2005 31.12.2004
Liabilities
Letters of guarantee to creditors 47.812.292 32.954.402 22.226.751 32.954.402
Letters of guarantee to customers securing contract performance 788.658 763.908 - -
Mortgages over land & buildings 442.045.341 16.500.000 - -
Guarantees to banks on behalf of subsidiaries 197.250.000 141.658.357 197.250.000 141.658.357
Other 79.815.775 10.272.580 79.815.775 10.272.580
767.712.066 202.149.247 299.292.526 184.885.339

Other Liabilities include pledged shares of subsidiaries. According to the terms of the pledge, the assigned right of the pledge extends to the potential revenues of such shares.

We note that included in the above contingent liabilities are assurances for contingent liabilities which were given after the balance sheet date and which concern the issue of new bonds by a subsidiary company (note 32).

In addition to the issues mentioned above there are also the following particular issues:

  • A subsidiary company of the Group has undertaken to compensate its customers for contingent tax obligations that may result because of the special nature of the commercial cooperation agreements that have contracted with the aforementioned company. The amount of the potential obligation cannot be estimated.

  • As was mentioned before in note 10, the value agreed to for the sale of shares in EFG Eurobank Properties S.A. is likely to adjust.

  • At January 10, 2004, a damage occurred due to fire on a vessel on which works were made in the premises of an affiliate company. The vessel was insured. Until today, the amount of the loss has not been evaluated by the insurance company and, therefore, it is not possible to estimate the possible loss of the Group in case of not covering of part of the loss by the insurance company.
  • The company LAMDA Estate Develoment has been tax audited until the year 2003. EFG Eurobank Properties (related company) and LAMDA Prime Properties have been tax audited until 2004. The Company and the rest of the subsidiaries of the group have not been audited for tax purposes since 2003. Consequently, the tax obligations of the group have not been defined permanently.
  • At the subsidiary company LAMDA Olympia Village (ex DIMEPA) a property transfer tax of €9,8m approx has been imposed. The company has appealed to the administrative courts, paying during 2005 €800th approx (which is included in Deposits and Other Debtors). The estimate of the management is that the imposal of the income tax is without base due to the special law provisions on the law for Olympic works. In any case, if the outcome of the case is negative, according to the share sale agreement between the Municipality of Amaroussion and the Company, the total obligation will be on the Municipality, as it relates to transfers of properties before the acquisition of the shares of the subsidiary by the Company.
  • At the subsidiary LAMDA Technol Flisvos Marina, there stand in front of the State of Council requests for cancellation of the environmental terms for the development and refurbishment of Fisvos Marina and the decision of the Ministry of Development with which the existing waterbase has been surveyed. Those requests are expected to be judged during June 2006. The Group foresees a favorable outcome on these cases. Nevertheless, a negative outcome might have an impact on the completion of works on Flisvos Marina.
  • There is a lawsuit against a subsidiary of €1,5m approx which relates to a contracting agreement of construction works. The management cannot estimate the outcome of this case.

Additionally, there are various legal cases of the Group's companies, which are not expected to create material additional liabilities.

1.125.573 947.470 328.791 251.273

29. Related party transactions

The following transactions were carried out with related parties.

GROUP COMPANY
Amounts in Euro 1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
1.1.2005 to
31.12.2005
1.1.2004 to
31.12.2004
i) Sales of goods and services
Sale of share in EFG Eurobank Properties 12.497.916 0 12.497.916 0
Sales of goods 568.735 0 0 0
Sales of services 608.728 590.565 5.537.252 22.292.597
1.177.463 590.565 5.537.252 22.292.597
ii) Purchases of goods and services
Purchases of services 134.364 129.228 224.430 148.045
134.364 129.228 224.430 148.045
iii) Benefits to management
Salaries and other short-term employment benefits 1.125.573 947.470 328.791 251.273

iv) Period end balances from sales-purchases of goods/servises

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Recevables from related parties (note 13):
-Associates - - 5.900.341 18.968.400
Liabilities to related parties (note 19):
-Associates - - 60.141 246.000
v) Loans to associates:
Balance at beginning of the period - - - -
Loans given during the period 185.400 - 600.000 -
Loans repaid during the period - - - -
Interest charged 7.300 - 18.745 -
Balance at end of the period (note 13) 192.700 - 618.745 -
vi) Loans from associates:
Balance at beginning of the period 83.923.569 15.485.008 13.909.865 5.000.000
Disposal of subsidiaries and joint ventures (3.083.333) - - -
Loans given during the period 47.000.000 72.160.228 5.000.000 9.688.818
Loans repaid during the period (8.754.241) (4.737.065) (1.373.641) (1.546.252)
Interest charged 3.961.917 1.015.398 784.465 767.299
Balance at end of the period (note 13) 123.047.912 83.923.569 18.320.689 13.909.865

Services from and to related parties as well as sales and purchases of goods take place on the basis of the price lists in force with non related parties.

The above loans concern loans of the Group from the EFG Eurobank Group and are included in note 17.

30. Earnings per share

Basic

Basic earnings per share are calculated by dividing profit attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the period, apart from the ordinary treasury shares that were bought by the Company.

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Profit / (loss) attributable to equity holders of the Company 80.604.183 7.986.248 5.478.078 34.362
Weighted average number of ordinary shares in issue 43.785.850 43.592.950 43.785.850 43.592.950
Basic earnings / (losses) per share (Euro per share) 1,841 0,183 0,125 0,001

We note that the increase of share capital that emanates from the employee share option scheme takes place on 31 December of each year and consequently does not influence the weighted average number of shares

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares i.e. share options. For these share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference that arises is added to the denominator as issuance of common shares with no exchange value. No adjustment is made in the earnings (nominator).

GROUP COMPANY
Amounts in Euro 31.12.2005 31.12.2004 31.12.2005 31.12.2004
Profit used to determine dilluted earnings per share 80.604.183 7.986.248 5.478.078 34.362
Weighted average number of ordinary shares in issue 43.785.850 43.592.950 43.785.850 43.592.950
Adjustment for share options:
Weighted average number of ordinary shares for dilluted earnings per share 142.821 87.965 142.821 87.965
43.928.671 43.680.915 43.928.671 43.680.915
Diluted earnings per share 1,835 0,183 0,125 0,001

31. Dividends per share

The Company did not pay ant dividends in 2005 and 2004 that relate to the financial years 2004 and 2003 due to losses incurred. Furthermore the Company is not anticipated to declare and dividends in 2006 relating to the 2005 financial year.

32. Events after the balance sheet date

  • (a) On 12/01/2006, the second series of LAMDA OLYMPIA VILLAGE corporate bonds was issued for the amount of €126 m and for which securities in the form of mortgages of property and guarantees from the Company were given. The above securities are included in note 28.
  • (b) On 1.2.2006, the transfer of the plot of land from OEK to LAMDA OLYMPIA VILLAGE was completed (see note 7).

Apart from the above detailed items, no further events have arisen after the balance sheet date.

Report of the certified auditor - accountant

(This is a translation of the original Greek audit report)

To the Shareholders of «LAMDA DEVELOPMENT SA»

We have audited the accompanying balance sheet of LAMDA DEVELOPMENT S.A. (the "Company") and the consolidated balance sheet of the Company and its subsidiaries (the "Group") as of 31 December 2005 and the related statements of income, cash flows and changes in shareholders' equity of the Company and the Group for the year then ended. These financial statements set out on pages 2 to 56 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 Greek Auditing Standards which conforms with 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, as well as evaluating the overall financial statement presentation. We also assessed the consistency of the information included in the Directors' Report set out on pages 57 to 59 with the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accompanying company and consolidated financial statements present fairly, in all material respects, the financial position of the Company and the Group as of 31 December 2005, and the results of their operations and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the information included in the Directors' Report is consistent with the financial statements.

Without qualifying our opinion, we draw attention to notes 13 and 28 of the Financial Statements where reference is made to the uncertainty that exists in relation to the tax liabilities of the group's companies, which have not been finalised as yet, as well as to the probability of recovery of the VAT receivable that amounts to approximately Euro 40, 8 million.

March 20th , 2006

The Certified Auditor - Accountant

Constantinos Michalatos

SOEL Reg. No. 17701