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Motor Oil (Hellas) Refineries S.A.

Quarterly Report Sep 25, 2015

2721_10-k_2015-09-25_4e99629d-a324-4771-9e6b-3c2e3d41ec87.pdf

Quarterly Report

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Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica

ANNUAL FINANCIAL STATEMENTS IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION FOR THE YEAR 1 JANUARY – 31 DECEMBER 2005 FOR THE GROUP AND THE COMPANY «MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.» Headquarters: Irodou Attikou 12Α , 151 24 Maroussi, Attica

TABLE OF CONTENTS

1. Income Statement for the year ended 31 December 2005 Pages
3
2. Balance Sheet as at 31st December 2005. 4
3. Statement of Changes in Equity for the year ended 31 December 2005 5
4. Cash Flow Statement for the year ended 31 December 2005 6
5. Νotes to the Financial Statements for the year ended 31 December 2005 7-37
6. Opening Equity and Profit Reconciliation between Greek GAAP & IFRS 38-39
7. Auditors' report 40

The financial statements of the Group and of the Company, set out on pages 3 to 39, were approved at the Board of Directors' Meeting dated Friday February 24, 2006 and are subject to the approval of the Annual Ordinary General Meeting of Company Shareholders.

THE CHAIRMAN OF THE BOARD THE DEPUTY MANAGING DIRECTOR THE CHIEF ACCOUNTANT OF DIRECTORS AND AND CHIEF FINANCIAL OFFICER MANAGING DIRECTOR VARDIS I. VARDINOYANNIS PETROS T. TZANNETAKIS THEODOROS N. PORFIRIS

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

Income Statement for the year ended 31 December 2005

In 000´s Euros GROUP COMPANY
Note 1.1.2005-
31.12.2005
1.1.2004-
31.12.2004
1.1.2005-
31.12.2005
1.1.2004-
31.12.2004
Continuing Operations
Revenue 4 3,237,376 2,219,042 2,923,769 1,937,191
Cost of Sales (2,952,147) (2,003,219) (2,682,623) (1,762,742)
Gross profit 285,229 215,823 241,146 174,449
Distribution expenses (44,097) (42,299) (12,801) (12,618)
Administrative expenses (22,672) (22,609) (14,805) (15,163)
Other operating income/expenses 6 (14,112) 23,339 (17,322) 20,394
Profit from operations 7 204,348 174,254 196,218 167,062
Investment income 8 1,474 2,172 4,773 6,351
Share of profits in associates 16 166 232 0 0
Finance costs 9 (14,631) (8,817) (12,461) (6,727)
Profit before taxes 191,357 167,841 188,530 166,686
Income tax
Profit after taxes attributable to
shareholders
of
the
parent
10 (59,722) (50,289) (57,843) (48,026)
company 131,635 117,552 130,687 118,660
Earnings per share (in Euro) 12 1.19 1.06 1.18 1.07

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. Balance Sheet as at 31st December 2005

In 000´s Euros GROUP COMPANY
Note 31.12.2005 31.12.2004 31.12.2005 31.12.2004
ASSETS
Non-current assets
Goodwill 13 16,200 16,200 0 0
Other intangible assets 14 3,553 2,888 871 1,177
Property, Plant and Equipment 15 733,951 596,519 698,065 565,775
Investments in subsidiaries and associates 16 3,664 3,219 38,608 38,468
Investments in related parties 17 927 927 927 927
Other non-current assets 18 11,965 11,159 969 776
Total 770,260 630,912 739,440 607,123
Current assets
Inventories 19 314,344 163,176 308,225 156,878
Trade and other receivables 20 304,486 193,614 248,756 153,148
Cash and cash equivalents 21 9,211 43,599 6,740 41,426
Total 628,041 400,389 563,721 351,452
Total Assets 5 1,398,301 1,031,301 1,303,161 958,575
LIABILITIES
Non-current liabilities
Bank loans 22 359,880 174,697 329,880 144,695
Provision for retirement benefit obligation 35 48,637 45,010 45,275 41,808
Deferred tax liabilities 23 11,660 20,399 11,141 19,920
Other non-current liabilities 1,188 1,046 2 2
Deferred income 4,819 5,204 4,819 5,204
Total 426,184 246,356 391,117 211,629
Current liabilities
Trade and other payables 24 274,641 202,790 253,876 185,239
Provision for retirement benefit obligation 35 2,526 2,324 2,403 2,324
Taxes 41,049 33,285 40,570 32,663
Bank loans 22 317,935 248,166 276,143 224,306
Deferred income 415 422 415 422
Total 636,566 486,987 573,407 444,954
Total Liabilities 5 1,062,750 733,343 964,524 656,583
EQUITY
Share capital 25 33,235 33,235 33,235 33,235
Share premium 26 49,528 49,528 49,528 49,528
Own shares 27 0 (113) 0 (113)
Reserves 28 76,393 76,319 75,374 75,487
Retained earnings 29 176,395 138,989 180,500 143,855
Total Equity 335,551 297,958 338,637 301,992
Total Equity and Liabilities 1,398,301 1,031,301 1,303,161 958,575

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

Statement of Changes in Equity for the year ended 31 December 2005

GROUP
In 000´s Euros
Share
capital
Share premium Reserves Own
Shares
Retained
earnings
Total
Balance as at 1 January 2004
Profit for the year
Dividends
33,235 49,528 67,369 (1,385) 85,779
117,552
(55,391)
234,526
117,552
(55,391)
Own shares sales 1,272 1,272
Other movements - - 8,950 - (8,951) (1)
Balance as at 31 December 2004 33,235 49,528 76,319 (113) 138,989 297,958
Profit for the year 131,635 131,635
Dividends (94,155) (94,155)
Own shares sales 113 113
Other movements - - 74 (74) 0
Balance as at 31 December 2005 33,235 49,528 76,393 0 176,395 335,551
COMPANY Share Own Retained
In 000´s Euros capital Share premium Reserves Shares earnings Total
Balance as at 1 January 2004
Profit for the year
33,235 49,528 66,758 (1,385) 89,316
118,660
237,452
118,660
Dividends
Own shares sales
1,272 (55,391) (55,391)
1,272
Other movements - - 8,729 - (8,730) (1)
Balance as at 31 December 2004 33,235 49,528
-
75,487 (113) 143,855 301,992
-
Profit for the year 130,687 130,687
Dividends (94,155) (94,155)
Own shares sales 113 113
Other movements - - (113) - 113 0
Balance as at 31 December 2005 33,235 49,528 75,374 0 180,500 338,637

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.

Cash Flow Statement for the year ended 31 December 2005

Note
In 000´s Euros GROUP COMPANY
1/1 - 31/12/2005 1/1 - 31/12/2004 1/1 - 31/12/2005 1/1 - 31/12/2004
Operating activities:
Profit for the year 191,357 167,841 188,530 166,686
Adjustments for:
Depreciation
7
25,959 21,814 22,516 17,504
Provisions 3,829 1,808 3,546 1,396
Exchange differences (1,061) (6,211) (903) (6,258)
Investment income (1,246) 2,141 (4,649) 3,312
Finance costs 14,631 8,817 12,461 6,727
Movements in working capital:
Decrease/(increase) in inventories (151,168) (7,864) (151,347) (7,231)
Decrease / (Increase) in receivables (110,704) (15,437) (94,915) (16,877)
(Decrease) / Increase in payables excluding banks 76,172 43,612 73,854 46,306
Less:
Finance costs paid
9
(20,465) (9,126) (18,388) (7,186)
Taxes paid (60,641) (33,063) (58,666) (29,102)
Net cash from operating activities (a) (33,337) 174,332 (27,961) 175,277
Investing activities:
Disposal / (Acquisition) of subsidiaries & associates (278) 0 (140) 0
Purchase of tangible and intangible assets (164,502) (250,985) (154,515) (242,822)
Proceeds on disposal of tangible and intangible
assets
390 119 3 4
Interest received 1,169 1,004 621 320
Dividends received 306 224 4,153 5,112
Net cash used in investing activities (b) (162,915) (249,638) (149,878) (237,386)
Financing activities:
New bank loans raised 2,926,080 1,758,429 2,674,636 1,445,614
Repayments of borrowings (2,670,173) (1,626,447) (2,437,440) (1,327,184)
Dividends paid (94,043) (55,408) (94,043) (55,408)
Net cash (used in) from financing activities (c)
Net Increase / (Decrease) in cash and cash
161,864 76,574 143,153 63,022
equivalents (a)+(b)+( c)) (34,388) 1,268 (34,686) 913
Cash and cash equivalents at the beginning of
the year
43,599 42,331 41,426 40,513
Cash and cash equivalents at the end of the
year
9,211 43,599 6,740 41,426

ΝOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005

1. GENERAL INFORMATION

The parent company of the MOTOR OIL Group (the Group) is the entity under the trade name "Motor Oil (Hellas) Corinth Refineries S.A." (the Company), which is registered in Greece as an incorporated firm (Societe Anonyme) according to the provisions of CL 2190/1920, with headquarters in Maroussi of Attica, 12Α Irodou Attikou street, Athens 151 24. The Company operates in the oil sector with its main activities being oil refining and oil products trading.

Major shareholders of the Company are "Petroventure Holdings Ltd" and "Petroshares Ltd", holding 51% and 16.4% of Company shares respectively. It is noted that during 2005 "Aramco Overseas Company BV", effective subsidiary of "Saudi Aramco" group, sold its share of 16.4% in "Motor Oil (Hellas) S.A"

These financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates. Foreign operations do not exist.

As at December 31st head count for the Group and the Company, totaled 1,369 and 1,157 persons respectively. (2004: Group: 1,384 persons, Company: 1,175 persons)

2. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The financial statements have been prepared for the first time in accordance with International Financial Reporting Standards("IFRS") issued by the International Accounting Standards Board ("IASB") as well as the relevant Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") which are applicable to the Group's activities and are valid for the periods commencing 1 January 2005 and have been adopted by the European Union Commission. Information required by IFRS 1 in relation to the transition from the Greek GAAP, previously applied according to CL 2190/1920 and the General Greek Chart of Accounts, to IFRS as adopted by the European Union and introduced to Greece under L 3229/2004 are provided from page 38 to page 39 of this set of financial statements.

The most recent financial statements prepared in accordance with Greek GAAP related to the year ended December 31, 2004. The date of transition to IFRS was January 1st, 2004.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) for the first year.

The financial statements have been prepared on the historical cost basis, except for land and buildings which are stated at deemed cost as allowed by IFRS1. The principal accounting policies adopted are set out below:

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) at the end of each respective period. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition.

The accounting policies of the subsidiary used for are in line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Investments in Associates

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee.

The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Investments in associates are carried in the balance sheet at cost as adjusted by postacquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments. Losses of the associates in excess of the Group's interest in those associates are not recognized.

Profits or losses arising on transactions among associates and companies included in the consolidated accounts are eliminated to the extent of the Group ´s share in the associates. Losses may be an indication of impairment of the asset, in which case a relevant provision is accounted for.

Investments in subsidiaries and associates are stated in the Companies stand alone Balance Sheets at cost.

Goodwill

Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and sales related taxes.

Sales of goods are recognized when goods are delivered and ownership has passed.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Dividend income from investments is recognized when the shareholders' rights to receive payment have been established.

The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

AVIN OIL S.A., a subsidiary of Motor Oil (Hellas), leases under long-term operating leases (approx. 10 years), immovable property for use as gas stations, which in turn are subleased to physical/legal persons for a corresponding period for the operation of fuel and lubricants stations under the "Avin" trademark.

The Group as lessee

Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (see below).

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

Foreign Currencies

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Currency Units, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Government Grants

Government grants towards staff re-training costs are recognized as income over the periods necessary to match them with the related costs and are deducted from the related expense.

Government grants relating to property, plant and equipment are treated as deferred income and released to profit and loss over the expected useful lives of the assets concerned.

Retirement Benefit Costs

Payments to defined contribution retirement plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in profit or loss in the period in which they are incurred.

Past service cost is recognized immediately in the profit or loss to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

Taxation

The tax expense represents the sum of the current tax payable and deferred tax, reduced by any discount obtained for paying previous year taxes in one lump sum.

The current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognized on differences, between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Property, Plant and Equipment

Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance sheet at their cost amounts less any subsequent accumulated depreciation.

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy.

Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Fixtures and equipment are stated at cost less accumulated depreciation and any recognized impairment loss.

Fixed assets under finance leases are depreciated over the same useful lives as the Group owned fixed assets.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method, on the following bases:

Fixed Assets category Useful lives (yrs)
Land Indefinite
Buildings 40
Plant & machinery 7-30
Transportation equipment 15-20
Fixtures and equipment 4-20

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

It is noted that, in making the transition to International Financial Reporting Standards (IFRS), the Group elected for land and for buildings to use as deemed cost the historic cost as adjusted by Greek law revaluations, and historic cost for all other fixed assets. Depreciation was provided based on the assets' useful lives from the date of acquisition or construction

Internally-generated Intangible Assets - Research and Development Expenditure

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the Group's development is recognized only if all of the following conditions are met:

  • an asset is created that can be identified (such as software and new processes);
  • it is probable that the asset created will generate future economic benefits; and
  • the development cost of the asset can be measured reliably.

Internally-generated intangible assets are amortized on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognized, development expenditure is recognized as an expense in the period in which it is incurred.

Other intangible assets

Other Intangible Assets include the Group's software as well as rights to operate gas stations on property leased by its subsidiary, Avin Oil.

These assets are initially recorded at acquisition cost and then depreciated based on expected useful lives in respect of software, and in respect of Avin Oil's leasing rights, over the period the Company is entitled to the rights.

The useful life of these assets is noted bellow:

Intangible assets years
Software 3 – 8
Leasing Rights (average) 9

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost comprise direct materials and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Financial Instruments

Financial assets and financial liabilities are recognized on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Trade receivables

Trade receivables are interest free and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits.

Bank borrowings

Interest-bearing bank loans and overdrafts are recorded according to the amounts received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

Trade payables

Trade payables are interest free and are stated at their nominal value.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Group management's best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

Provisions for restructuring costs, if any, are recognized only when the entity has developed a detailed formal plan for the restructuring and have announced details of plan to the involved parties.

Main sources of uncertainty in accounting estimations.

The major sources of uncertainty in accounting estimations by the Group's management, concern mainly the legal cases and the financial periods not audited by the tax authorities, as described in detail in note 31.

For the legal claims by third parties against the Group and the legal claims by the Group against third parties, the Group according to its policy does not make any provision until the final court decision.

The relevant accounting treatment applicable to the years not audited by the tax authorities, is stated in note 31.

4. REVENUE

An analysis of the revenue, is as follows:

GROUP COMPANY
In 000´s Euros 1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Sales of goods 3,237,376 2,219,042 2,923,769 1,937,191

The following table provides an analysis of the sales by geographical market (domestic – export) and by category of goods sold (products – merchandise).

GROUP

In 000´s Euros 1/1 – 31/12/05 1/1 – 31/12/04
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 827,388 1,181,274 2,008,662 678,248 805,007 1,483,255
Merchandise 755,479 473,235 1,228,714 462,654 273,133 735,787
TOTAL 1,582,867 1,654,509 3,237,376 1,140,902 1,078,140 2,219,042
COMPANY
In 000´s Euros 1/1 – 31/12/05 1/1 – 31/12/04
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 827,388 1,181,274 2,008,662 678,248 805,007 1,483,255
Merchandise 479,548 435,559 915,107 212,382 241,554 453,936
TOTAL 1,306,936 1,616,833 2,923,769 890,630 1,046,561 1,937,191

5. BUSINESS AND GEOGRAPHICAL SEGMENTS

The Group's basic activities are oil refining and oil product trading.

All of the Group's activities take place in Greece, given that all Group Companies included in the consolidation have their headquarters in Greece and no branches abroad.

All operational segments fall under one of two distinct activity categories: Refinery's Activities and "Sales to Gas Stations".

Segment information is presented in the table below.

5. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued)

Income Statement

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6. OTHER OPERATING INCOME / (EXPENSES)

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Foreign exchange -(losses) (60,089) (29,240) (59,497) (28,531)
Foreign exchange -gains 35,876 42,378 35,046 41,670
Service Income 6,687 6,750 6,687 6,750
Rental Income 3,568 3,162 0 0
Other Income/(Expenses) (154) 289 442 505
Total (14,112) 23,339 (17,322) 20,394

7. PROFIT FROM OPERATIONS

The Group and the Company profits from operation have been arrived at after charging/(crediting):

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Foreign exchange losses/(gains) 24,213 (13,138) 24,451 (13,139)
Amortization of intangible assets 566 732 414 437
Depreciation of property, plant and
equipment 25,393 21,082 22,102 17,067
Total depreciation/amortization 25,959 21,814 22,516 17,504
Government grants amortization (415) (422) (415) (422)
Cost of Sales 2,947,918 1,998,389 2,678,394 1,757,912
Impairment of inventories 4,229 4,830 4,229 4,830
Staff costs 86,560 76,938 76,159 66,837

8. INVESTMENT INCOME

Income from investments, is as follows:

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Interest on bank deposits 1,096 1,004 548 320
Dividends received 306 224 4,153 5,112
Other investment income 72 159 72 159
Income from Sale of Own Shares 0 785 0 760
TOTAL INVESTMENT INCOME 1,474 2,172 4,773 6,351

9. FINANCE COSTS

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Interest on bank loans & related
expenses 22,075 8,817 19,905 6,727
Less: amounts included in the
cost of qualifying assets
(7,444) 0 (7,444) 0
TOTAL FINANCE COST 14,631 8,817 12,461 6,727

Borrowing costs included in the cost of qualifying assets incurred during the year from borrowings acquired exclusively to finance the refinery's new hydrocracker unit, an investment which will significantly improve the Company's capacity to produce high-specification fuels.

10. INCOME TAX EXPENSES

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Current corporation tax for the
year
Tax audit differences from prior
69,354 51,484 67,515 48,992
years
Less: Income tax discount
0
(893)
68,461
150
(746)
50,888
0
(893)
66,622
0
(746)
48,246
Deferred tax (note 23) (8,739) (599) (8,779) (220)
Total 59,722 50,289 57,843 48,026

Domestic income tax is calculated at 32% on the estimated tax assessable profit for the year 2005 (2004:35%).

10. INCOME TAX EXPENSES (continued)

The Group´s and the Company´s total income tax rate for the year can be reconciled to the accounting profit as follows:

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Tax at the domestic income tax rate
Tax effects from:
32.0% 35.0% 32.0% 35.0%
Tax audit differences 0.0% 0.1% 0.0% 0.0%
Tax effect of non tax deductible
expenses 0.1% 0.2% 0.1% 0.2%
Tax effect of tax free income -0.1% -2.1% -0.7% -3.3%
Effect of change in income tax rate -0.3% -2.6% -0.3% -2.6%
Income tax discount -0.5% -0.5% -0.5% -0.4%
Effective tax rate for the year 31.2% 30.0% 30.7% 28.8%

11. DIVIDENDS

Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. Dividends relating to the previous year (1.1-31.12.2004) amounted to € 0.85 per share, of which an interim dividend of € 0.20 per share was paid in December 2004 and accounted for in 2004, and € 0.65 has been accounted for in 2005. The Management of the Company has proposed to the coming Annual General Assembly Meeting the distribution of total dividends for 2005 of € 121,861,278 (or € 1.10 per share). It is noted that an interim dividend of € 0.20 for 2005 has been paid in December 2005 and has been accounted for within 2005, while the remaining € 0.90 per share will be accounted for in 2006.

It is noted that in accordance with Greek Tax legislation, the taxable income is taxed at source fulfilling all tax obligations on dividends. Thus the dividends payable to the shareholders (physical and legal persons) are paid net of any tax.

12. EARNINGS PER SHARE

The calculation of the basic earnings per share attributable to the ordinary equity holders of the Company is based on the following data:

In 000´s Euros GROUP COMPANY
1/1 – 31/12/05 1/1 – 31/12/04 1/1 – 31/12/05 1/1 – 31/12/04
Earnings 131,635 117,552 130,687 118,660
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
110,715,732 110,776,573 110,715,732 110,776,573
Earnings per share in € 1.19 1.06 1.18 1.07

13. GOODWILL

There was no change in Goodwill of the Group for the years ended December 31, 2005 and December 31, 2004 amounting to € 16,200 thousand. This Goodwill pertains to the acquisition of the subsidiary company Αvin Oil AVENEP, which has shown high profitability during all years in which it is owned by the Group. Furthermore the Group performs on an annual basis impairment testing on Goodwill from which no need for impairment has arisen.

14. OTHER INTANGIBLE ASSETS

The carrying amount of the Group's intangible assets represent software purchases and rights to operate gas stations on leasehold property. The movement during periods 1/1 – 31/12/2004 and 1/1 – 31/12/2005 is presented in the following table.

In 000´s Euros COMPANY
Software Rights Total Software
COST
As at 1 January 2004 9,698 1,168 10,866 8,537
Additions 495 498 993 333
As at 31 December 2004 10,193 1,666 11,859 8,870
Additions 390 841 1,231 109
As at 31 December 2005 10,583 2,507 13,090 8,979
ACCUMULATED
DEPRECIATION
As at 1 January 2004 8,142 97 8,239 7,257
Charge for the year 588 144 732 437
As at 31 December 2004 8,730 241 8,971 7,694
Charge for the period 396 170 566 414
As at 31 December 2005 9,126 411 9,537 8,108
CARRYING AMOUNT
As at 31 December 2004 1,463 1,425 2,888 1,177
As at 31 December 2005 1,457 2,096 3,553 871

15. PROPERTY, PLANT AND EQUIPMENT

The movement in the Group's fixed assets during periods 1/1 – 31/12/2004 and 1/1 – 31/12/2005 is presented below:

GROUP Land and
buildings
Plant &
machinery /
Transportation
means
Fixtures and
equipment
Assets under
construction
Total
In 000´s Euros
COST
As at 1 January 2004 68,777 346,141 13,946 87,427 516,291
Additions 1,914 6,486 1,701 239,891 249,992
Disposals (2) (255 ) (718) 0 (975)
Transfers 7,894 25,064 253 (33,211) 0
As at 31 December 2004 78,583 377,436 15,182 294,107 765,308
Additions 1,642 14,739 1,590 145,299 163,271
Disposals (217) (925) (62) 0 (1,204)
Transfers 46,205 341,284 121 (387,610) 0
As at 31 December 2005 126,213 732,534 16,831 51,796 927,374
ACCUMULATED
DEPRECIATION
As at 1 January 2004 6,600 134,613 7,349 0 148,562
Charge for the year 1,128 18,406 1,548 0 21,082
Disposals (1) (183) (671) 0 (855)
As at 31 December 2004 7,727 152,836 8,226 0 168,789
Charge for the year 1,461 22,396 1,536 0 25,393
Disposals (5) (694) (60) 0 (759)
As at 31 December 2005
CARRYING AMOUNT
9,183 174,538 9,702 0 193,423
As at 31 December 2004 70,856 224,600 6,956 294,107 596,519
As at 31 December 2005 117,030 557,996 7,129 51,796 733,951

15. PROPERTY, PLANT AND EQUIPMENT (continued)

The movement in the Company's fixed assets during periods 1/1 – 31/12/2004 and 1/1 – 31/12/2005 is presented below.

COMPANY Land and
buildings
Plant &
machinery /
Transportation
means
Fixtures and
equipment
Assets under
construction
Total
In 000´s Euros
COST
As at 1 January 2004 58,504 316,637 11,209 87,386 473,736
Additions 349 927 1,384 239,829 242,489
Disposals 0 (25) (628) 0 (653)
Transfers 7,894 25,064 253 (33,211) 0
As at 31 December 2004 66,747 342,603 12,218 294,004 715,572
Additions 636 8,060 1,423 144,287 154,406
Disposals 0 (14) (19) 0 (33)
Transfers 45,752 341,724 134 (387,610) 0
As at 31 December 2005 113,135 692,373 13,756 50,681 869,945
ACCUMULATED
DEPRECIATION
As at 1 January 2004 4,764 122,316 6,293 0 133,373
Charge for the year 815 15,050 1,202 0 17,067
Disposals 0 (15) (628) 0 (643)
As at 31 December 2004 5,579 137,351 6,867 0 149,797
Charge for the year 1,107 19,703 1,292 0 22,102
Disposals 0 0 (19) 0 (19)
As at 31 December 2005 6,686 157,054 8,140 0 171,880
CARRYING AMOUNT
As at 31 December 2004 61,168 205,252 5,351 294,004 565,775
As at 31 December 2005 106,449 535,319 5,616 50,681 698,065

The Company and, consequently, the Group has mortgaged land and buildings as security for bank loans granted to the Group, an analysis of which is presented below.

Within the cost of Plant & machinery/Transportation means an amount of € 7,327 thousand is included for 2005 as capitalized borrowing costs. (2004: € 1,083 thousand)

BANK PRENOTICES MORTGAGES
000´s € 000´s \$ 000´s €
N.B.G 47,098 25,000 6
CITIBANK INTERNATIONAL PLC 0 0 275,001
TOTAL 47,098 25,000 275,007

16. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

Details of the Group's subsidiaries and related parties, are as follows:

Name Place of
incorporation and
operation
Proportion
of ownership
interest
Principal activity
AVIN OIL Greece, Maroussi
of Attika
100% Petroleum
Products
OLYMPIC FUEL COMPANY S.A. Greece, Spata of
Attika
28% Aviation Fueling
Systems
HELLENIC AVIATION FUEL COMPANY S.A. Greece, Maroussi
of Attika
50% Aviation Fueling
Systems
CORINTH POWER S.A. Greece, Maroussi
of Attika
100% Energy
AVIN ALBANIA S.A. Tirana, Albania 100% Petroleum
Products

Investments in subsidiaries and associates are as follows:

Name GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
AVIN OIL 0 0 37,564 37,564
OLYMPIC FUEL COMPANY S.A. 3,000 2,623 904 904
HELLENIC AVIATION FUEL COMPANY S.A. (46) 86 0 0
CORINTH POWER S.A. 200 0 140 0
AVIN ALBANIA S.A. 510 510 0 0
TOTAL 3,664 3,219 38,608 38,468

Of the companies listed above, "CORINTH POWER S.A." and "AVIN ALBANIA S.A." are not included in the consolidation due to their insignificance. "Hellenic Aviation Fuel Company S.A." is accounted using the equity method because the Group does not exercise control.

Summarized financial information in respect of the Group's related parties is set out below:

In 000´s Euros 31/12/2005 31/12/2004
Acquisition cost 2,997 2,718
Share of profits 667 501
Investments in related parties 3,664 3,219
31/12/2005 31/12/2004
Total assets 31,996 34,433
Total liabilities (21,619) (24,740)
Net assets 10,377 9,693
Group's share of related parties'
net assets 3,664 3,219

16. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (continued)

Group's profits from associates, are as follows:

In 000´s Euros
1/1 – 31/12/2005 1/1 – 31/12/2004
Sales 13,459 14,282
Profit after taxes 268 631
Group's share of associates´ profit
for the period 166 232

17. INVESTMENT IN RELATED PARTIES

Proportion of
Place of ownership Cost Principal activity
Name
ATHENS AIRPORT FUEL
incorporation interest Euro 000´s
PIPELINE CO. S.A. Athens 16% 927 Aviation Fueling Systems

"ATHENS AIRPORT FUEL PIPELINE CO. S.A." is stated at cost as significant influence is not exercised on it.

18. OTHER NON-CURRENT ASSETS

In 000´s Euros GROUP COMPANY
31/12/2005 31/12/2004 31/12/2005 31/12/2004
Cheques receivable 5,445 5,847 0 0
Other 6,520 5,312 969 776
Total 11,965 11,159 969 776

19. INVENTORIES

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Merchandise 61,507 34,790 55,648 28,721
Raw materials 169,657 78,017 169,397 77,788
Raw materials in transit 30,203 0 30,203 0
Products 52,977 50,369 52,977 50,369
Total inventories 314,344 163,176 308,225 156,878

It is noted that inventories are valued at each year end at the lowest of cost and their net realizable value. For the current and previous year certain inventories were valued at their net realizable value resulting in the following charges to the income statement:

In 000´s Euros 2005 2004
Products 2,583 4,362
Merchandise 42 58
Raw materials 1,604 410
Total 4,229 4,830

20. TRADE AND OTHER RECEIVABLES

Group's trade and other receivables at the balance sheet date comprise amounts receivable from the sale of goods of € 215 million (31/12/2004: € 120 million). Company's trade and other receivables at the balance sheet date comprise of amounts receivable from the sale of goods of € 217 million (31/12/2004: € 120 million). Analysis of the trade and other receivable, are as follows:

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Trade receivables 210,804 118,674 178,387 95,154
Related parties 4,645 1,683 38,476 25,088
Other 89,037 73,257 31,893 32,906
Total 304,486 193,614 248,756 153,148

The average credit period taken on sales of goods is 20 days. Thereafter, interest is charged on the outstanding balance.

Management considers that the carrying amount of trade and other receivables approximates their fair value.

Credit risk

The Group's credit risk is primary attributable to its trade and other receivable as the Group´s cash equivalents are deposited with well known banks.

The Group's trade receivables are concentrated to a significant degree, as the parent company has a limited number of customers who comprise a large percentage of the trade receivable balance who are, mostly, internationally reputed oil companies and consequently credit risk is minimized. The Group companies have contracts for transactions with their clients, where the product prices are determined according to the corresponding current prices in the international oil market during the period of transactions. In addition the parent company as a policy, receives letters of guarantee from its clients in order to secure its receivables. As far as receivables by "Avin Oil" these are spread in a wide number of customers and in this way there is no material concentration and material credit risk.

21. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist from cash and short term deposits of initial duration of three months or less. The book value for cash and cash equivalents approximates their fair value.

22. BANK LOANS

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Bank loans 680,087 424,766 608,295 370,904
Less: Bond loan expenses* (2,272) (1,903) (2,272) (1,903)
Total loans 677,815 422,863 606,023 369,001
The borrowings are repayable as follows:
On demand or within one year 317,935 248,166 276,143 224,306
In the second year 30,000 30,098 30,000 30,098
From the third to fifth years inclusive 247,152 120,002 217,152 90,000
After five years 85,000 26,500 85,000 26,500
Less: Bond loan expenses* (2,272) (1,903) (2,272) (1,903)
Total loans 677,815 422,863 606,023 369,001
Less: Amount payable within 12 months
(shown under current liabilities) 317,935 248,166 276,143 224,306
Amount payable after 12 months 359,880 174,697 329,880 144,695

*The amounts of bank loans included in the financial statements are reduced by the expenses of the Company's bond loan, acquired exclusively to finance the refinery's new hydrocracker unit (€ 2,272 thousand on 31/12/2005 and € 1,903 thousand on 31/12/2004). Those amounts will be charged to expenses after the investment´s completion, in proportion to the number of years remaining to loan maturity.

Analysis of borrowings by currency on 31/12/05:

GROUP COMPANY
31/12/2005 31/12/2004 31/12/2005 31/12/2004
In 000´s Euros
Loan's currency
EURO 421,889 229,656 350,098 175,794
U.S DOLLARS 166,993 110,124 166,992 110,124
SWISS FRANC 91,205 84,986 91,205 84,986
Total 680,087 424,766 608,295 370,904

The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.

The Group has the following bank loans:

i) Motor Oil has been granted a loan amounting to € 250,000 thousand. The loan was drawn down in five instalments, starting on 31/8/2004 and ending on 2/6/2005. The loan is repayable in semi-annual instalments commencing on 31/12/2005 and the last instalment is due on 30/6/2011. The loan's balance at the end of the year is € 235,000 thousand. The loan is secured with mortgages registered on specific assets of the Group amounting to € 275,000 thousand.

22. BANK LOANS (continued)

Other loans totalling €127,151 thousand consist of long-term loans, granted on 22/12/2005 and shall be repaid by 31/12/2005. Short-term loans totalling € 246,143 thousand shall be repaid within one year.

There are outstanding mortgages and pledges against these loans as mentioned above in note number 15.

ii) Avin Oil has been granted a loan of € 30 million granted on 14/6/2004 which is fully repayable on 14/6/2008. The Company's other loans are all short-term, totalling to € 41,792 thousand and shall be repaid within one year.

The interest rate of the above loans is LIBOR/EURIBOR+SPREAD.

23. DEFERRED TAX

The following are the major deferred tax liabilities and assets recognized by the Group and the Company, and the movements thereon, during the current and prior reporting periods.

In 000´s Euros

GROUP Income
statement
Income
statement
Deferred tax arising from: 1/1/2004 expense/(income) 31/12/2004 expense/(income) 31/12/2005
Difference in depreciation 24,659 (4,547) 20,112 2,272 22,384
Items not qualifying as assets (743) 332 (411) 292 (119)
Gain from exchange differences 13,364 865 14,229 (13,919) 310
Retirement benefit obligations (15,094) 3,182 (11,912) (350) (12,262)
Capitalised borrowing cost
Other differences between tax
0 0 0 1,883 1,883
and accounting basis (1,188) (431) (1,619) 1,083 (536)
Total 20,998 (599) 20,399 (8,739) 11,660
COMPANY Income
statement
Income
statement
Deferred tax arising from: 1/1/2004 expense/(income) 31/12/2004 expense/(income) 31/12/2005
Difference in depreciation 22,833 (4,065) 18,768 2,330 21,098
Items not qualifying as assets (732) 369 (363) 307 (56)
Gain from exchange differences 13,310 907 14,217 (13,953) 264
Retirement benefit obligations (14,118) 3,006 (11,112) (279) (11,391)
Capitalised borrowing cost
Other differences between tax
0 0 0 1,883 1,883
and accounting basis (1,153) (437) (1,590) 933 (657)
Total 20,140 (220) 19,920 (8,779) 11,141

23. DEFERRED TAX (continued)

Certain deferred tax assets and liabilities have been offset. Deferred taxes are analyzed as follows:

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Deferred tax liabilities 24,577 34,341 23,245 32,985
Deferred tax assets (12,917) (13,942) (12,104) (13,065)
TOTAL 11,660 20,399 11,141 19,920

24. TRADE AND OTHER PAYABLE

Trade and other payables mainly comprise amounts outstanding for trade purchases and operating expenses. The major raw material for the Group's production of oil products is crude oil.

The average credit period received for trade purchases is approximately 30 days.

The Company's management considers that the carrying amount of trade payables approximates their fair value. Analysis of the trade and other payables, are as follows (excluding banks):

ΟΜΙΛΟΣ ΕΤΑΙΡΙΑ
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Trade payable 190,330 130,214 173,880 116,644
Current liabilities of the related parties 71,685 59,588 71,688 59,590
Other 12,626 12,988 8,308 9,005
Total 274,641 202,790 253,876 185,239
25. SHARE CAPITAL
In 000´s Euros 31/12/2005 31/12/2004
Authorized, issued and fully paid:
(110,782,980 ordinary shares of € 0.30 each)
33,235 33,235

The Company has one class of ordinary registered shares which bear no right to fixed income. Please see note number 27 concerning the Company's own shares. As far as the weighted number of shares for the period is concerned, please see note number 12.

26. SHARE PREMIUM ACCOUNT

In 000´s Euros 31/12/2005 31/12/2004
Opening and closing balance for the
period 49,528 49,528

27. OWN SHARES

In 000´s Euros 31/12/2005 31/12/2004
Opening balance of the period 113 1,385
Acquired in the period 0 113
Sold during the period (113) (1,385)
Closing balance of the period 0 113

According to a decision by the Annual Ordinary Shareholders' General Assembly Meeting of 31/5/2005, the Company may purchase shares from 14/6/2005 to 23/5/2006 (1% of the total number of shares) up to 1,107,800 shares at a price ranging between € 7 and € 17 per share.

28. RESERVES

Group's reserves, are as follows:

In 000´s Euros

TYPE OF
RESERVE
1/1/2004 INCREASE
(DECREASE)
2004
31/12/2004 INCREASE
(DECREASE)
2005
31/12/2005
Legal 16,489 219 16,708 187 16,895
Special 2,007 0 2,007 0 2,007
Extraordinary 2,590 0 2,590 0 2,590
Tax-free 44,898 10,003 54,901 0 54,901
Own shares 1,385 (1,272) 113 (113) 0
TOTAL 67,369 8,950 76,319 74 76,393

Company's reserves, are as follows:

In 000´s Euros

TYPE OF
RESERVE
1/1/2004 INCREASE
(DECREASE)
2004
31/12/2004 INCREASE
(DECREASE)
2005
31/12/2005
Legal 15,895 0 15,895 0 15,895
Special 2,007 0 2,007 0 2,007
Extraordinary 2,590 0 2,590 0 2,590
Tax-free 44,882 10,000 54,882 0 54,882
Own shares 1,385 (1,272) 113 (113) 0
TOTAL 66,759 8,728 75,487 (113) 75,374

28. RESERVES (continued)

Statutory Reserve

Statutory reserve is accounted for as the 5% of after tax profits until this amounts to 1/3 of the Company's share capital. This reserve cannot be distributed but may be used to offset losses.

Special Reserves

These are reserves of various types and according to various laws such as taxed accounting differences, differences on revaluation of share capital expressed in Euros and other special cases.

Extraordinary Reserves

Extraordinary reserves comprise consist of prior years retained earnings and may be distributed to the shareholders with no additional tax following a relevant decision by the Annual General Assembly Meeting

Tax Free Reserves

These are tax reserves created based on qualifying capital expenditures. All tax free reserves, with the exception of those formed in accordance with Law 1828/82, may be capitalised if taxed at 5% for the parent company and 10% for the subsidiaries or if distributed will be subject to income tax at the prevailing rate. There is no time restriction for their distribution.

Tax free reserve formed in accordance with Law 1828/82 can be capitalized to share capital within a period of three years from its creation without any tax obligation.

The Group's and the Company ´s tax free reserves as at 31.12.2005 were approximately € 54.9 million. In the event of distribution, an amount of approximately € 15.9 million will be payable as tax.

Own Shares Reserve

The parent company created at each year end a reserve from its taxed profits equal to the acquisition cost of own shares that the Company held at year end.

29. RETAINED EARNINGS

GROUP COMPANY
In 000´s Euros
Balance as at 31 December 2003 85,779 89,316
Dividends due (55,391) (55,391)
Profit for the period 117,552 118,660
Distributed Reserves 1,049 1,270
Transfer to reserves (10,000) (10,000)
Balance as at 31 December 2004 138,989 143,855
Dividends due (94,155) (94,155)
Profit for the period 131,635 130,687
Transfer to reserves (74) 113
Balance as at 31 December 2005 176,395 180,500

30. ACQUISITION / ESTABLISHMENT OF SUBSIDIARY

On January 5, 2005, the Group established the subsidiary company "CORINTH POWER S.A." with a share capital of € 200,000. The newly established company has not commenced its activities until the day of this report.

31. CONTINGENT LIABILITIES / COMMITMENTS

There are legal claims against the Group amounting to approximately € 49 million and legal claims of the Group against third parties amounting to approximately € 74 million.

The Company has not been subject to a tax audit for the years from 2000 up to 2005.

Avin Oil, has not been subject to a tax audit for the years from 2003 up to 2005.

The outcome of a tax audit cannot be estimated at present and, consequently, no provision has been made in the financial statements, in relation to this issue. In addition, the associate companies have not been audited by the Tax authorities since their establishment and up to 2005.

The Group has entered into contracts to purchase and sell crude oil and fuels, at current prices in line with the world markets effective prices at the time the transaction takes place.

The total amount of letters of guarantee given as security for Group companies' liabilities as at 31/12/2005, amounted to € 46,741 thousand. The respective amount as at 31/12/2004 was € 47,974 thousand.

The total amount of letters of guarantee given as security for the Company's liabilities as at 31/12/2005, amounted to € 1,271 thousand. The respective amount as at 31/12/2004 was € 1,898 thousand.

32. OPERATING LEASE ARRANGEMENTS

Motor Oil's operating leases mainly represent rentals for certain of its office properties and transportation means. Subsidiary company, Avin Oil's leasing contracts pertain mostly to premises for gas stations which are then subleased to co-operating gas station operators, and transportation means.

The Group as Lessee

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Minimum lease payments under operating leases
recognized as an expense for the period
6,366 5,779 2,488 2,337

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Within one year 6,357 6,366 2,562 2,488
From the second to fifth years inclusive 24,767 25,179 10,376 10,111
After five years 22,596 25,714 - -

Average lease term for offices and transportation means are nine and four years respectively. The lease term for gas stations premises is nine years average.

The Group as Lessor

Rental income from operating lease contracts recognised as period income.

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Rental income earned during the period 3,101 2,728 36 33

At the balance sheet date, the Group has contracted with tenants for the following future minimum lease payments:

GROUP COMPANY
In 000´s Euros 31/12/2005 31/12/2004 31/12/2005 31/12/2004
Within one year 3,053 3,101 40 36
From the second to fifth years inclusiv 11,448 12,047 162 147
After five years 13,122 15,521 - -

Rental income of the Group mostly concerns subleases of Avin Oil, suitable to operate as gas stations. The average lease term is nine years average.

33. EVENTS AFTER THE BALANCE SHEET DATE

No events have occurred that could have an impact on the Group's financial structure or operations since 31/12/2005 up to the date of issue of these financial statements.

34. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiary (Avin Oil), have been eliminated on consolidation. Details of transactions between the Group and other related parties disclosed as associates are set below:

In 000´s Euros SALES PURCHASES RECEIVABLES LIABILITIES
Subsidiary 391,677 14 33,831 3
Associates 59,856 1,019,633 5,703 71,924
Total 451,533 1,019,647 39,534 71,927

Sales of goods to associates were made on an arm ´s length basis.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.

No provision has been made for doubtful debts in respect of the amounts due from associates.

Compensation of key management personnel

The remuneration of directors and other members of key management for the period 1/1 – 31/12/2005 and 1/1 – 31/12/2004 amounted to € 2,138 thousand and € 2,009 thousand respectively.

The remuneration of members of the Board of Directors are discussed and approved by the Annual General Assembly Meeting of the shareholders.

Other short term benefits granted to key management for the period amounted to € 177 thousand.

Directors' Transactions

There are no transactions between Group companies and directors.

35. RETIREMENT BENEFIT PLANS

The Group ´s obligations to its employees in relation to the future payment of benefits in proportion to their time of service are based on an actuarial study.

This liability is computed and presented in the Balance Sheet date based on the expected vested benefit of every employee.

The vested benefit is presented at its present value based on expected date of payment.

The Group operates a partially funded defined benefit plan for qualifying employees who work for Motor Oil and its subsidiary Avin Oil. Under the plan, the employees are entitled to retirement benefits which are dependent on each employee's final salary upon attainment of retirement age (on average between 55 and 58) and the years of service with the Group. In addition the Company is obligated to pay retirement compensation to its employees in accordance with law 2112/12, based on the above mentioned rights and retirement age limits. No other post-retirement benefits are provided.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation as well as of the obligation for retirement compensation to personnel were carried out at 31 December 2005 by PHOENIX METROLIFE company. The present value of the defined benefit obligations, and the related current service cost, were measured using the projected unit credit method.

Valuation at:
31/12/05 31/12/04
Key assumptions used:
Discount rate 3.73% 3.80%
Expected return on scheme assets 3.73% 5.00%
Expected rate of salary increases 3.50% 3.50%

The amount recognised in the balance sheet in respect of the defined benefit retirement benefit plans are as follows:

In 000´s Euros GROUP GROUP COMPANY COMPANY
31/12/05 31/12/04 31/12/05 31/12/04
Present value of obligations 65,331 57,849 60,665 53,869
Fair value of plan assets (14,168) (10,515) (12,987) (9,737)
Net liability recognised in the balance sheet 51,163 47,334 47,678 44,132
Presented in the Balance Sheet:
Current provision for retirement benefit
Non-current provision for retirement benefit
2,526
48,637
2,324
45,010
2,403
45,275
2,324
41,808
Total 51,163 47,334 47,678 44,132

35. RETIREMENT BENEFIT PLANS (continued)

Amounts recognised in the income statement in respect of these defined benefit schemes are as follows:

In 000´s Euros GROUP
31/12/05
GROUP
31/12/04
COMPANY
31/12/05
COMPANY
31/12/04
Current service cost 4,973 3,068 4,538 2,802
Interest cost 3,565 2,439 3,314 2,293
Net expense recognised
in the Income Statement
8,538 5,507 7,852 5,096

Movements in the present value of the defined benefit obligations in the current period are as follows:

In 000´s Euros GROUP
31/12/2005
GROUP
31/12/2004
COMPANY
31/12/2005
COMPANY
31/12/2004
Defined benefit obligation 1/1/05 57,849 53,728 53,869 50,160
Service cost 4,973 3,068 4,538 2,802
Interest cost 3,565 2,439 3,314 2,293
Benefits paid (1,056) (1,386) (1,056) (1,386)
Defined benefit obligation 31/12/05 65,331 57,849 60,665 53,869

36. Opening Equity Reconciliation for the Group and the Company between Greek GAAP and IFRS as at 31/12/2004 and 01/01/2004

In 000´s Euros GROUP COMPANY
31.12.2004 01.01.2004 31.12.2004 01.01.2004
GREEK GAAP opening equity.
A. Adjustments according to the qualifications
of the certified public accountants
179,559 169,618 177,373 165,819
Actuarial valuation for statutory staff retirement
benefit
Provision for voluntary benefit plan based on
(30,371) (26,258) (28,935) (25,093)
actuarial valuation (11,518) (12,420) (9,875) (10,921)
Bad debt provision
Adjustment to opening goodwill amortization in
0 (1,653) 0 (1,653)
accordance with Greek GAAP (7,003) (8,353) 0 0
Total (A)
B. Adjustments due to differences between
Greek GAAP and IFRS
Dividends approved after balance sheet date
(48,892) (48,684) (38,810) (37,667)
reversed for IFRS
Adjustment as a result of depreciation being
72,009 33,235 72,009 33,235
provided over estimated useful life for IFRS.
Write off of non qualifying intangible assets
80,421 74,729 75,296 69,005
recorded under Greek GAAP. (146) (561) 26 (531)
Accrual for untaken vacation
Reclassification of State Subsidies/Grants from
Equity to Deferred Income and recalculation of its
amortization according to the relative fixed assets
(1,093) (946) (977) (846)
useful life.
Share issue expenses net of tax set off against
(5,626) (5,681) (5,626) (5,681)
share premium.
Unrealized exchange differences deferred for
(780) (1,561) (780) (1,561)
Greek GAAP reversed for IFRS.
Reclassification of own shares from current assets
44,464 38,183 44,428 38,029
per Greek GAAP to equity per IFRS (113) (1,385) (113) (1,385)
Recognition of deferred taxation per IFRS (20,399) (20,998) (19,920) (20,141)
Miscellaneous (1,446) (1,423) (914) (824)
Total (B) 167,291 113,592 163,429 109,300
Total (A + B) 118,399 64,908 124,619 71,633
IFRS Equity 297,958 234,526 301,992 237,452

36. Profits Reconciliation for the Group and the Company between Greek GAAP and IFRS for the Year 1/1/2004 – 31/12/2004

In 000´s Euros GROUP COMPANY
Profit Profit
GREEK GAAP opening equity.
A. Adjustments according to the qualifications of the
certified public accountants
155,947 155,414
Actuarial valuation for statutory staff retirement benefit
Provision for voluntary benefit plan based on actuarial
(4,113) (3,842)
valuation 902 1,046
Bad debt provision
Adjustment to opening goodwill amortization in accordance
with Greek GAAP
1,653
1,350
1,653
-
Total (A) (208) (1,143)
B. Adjustments due to differences between Greek GAAP
and IFRS
Dividends approved after balance sheet date reversed for
IFRS
- -
Adjustment as a result of depreciation being provided over
estimated useful life for IFRS.
6,099 6,192
Write off of non qualifying intangible assets recorded under
Greek GAAP.
16 156
Accrual for untaken vacation
Reclassification of State Subsidies/Grants from Equity to
(147) (131)
Deferred Income and recalculation of its amortization
according to the relative fixed assets useful life.
(252) (252)
Share issue expenses net of tax set off against share
premium.
780 780
Unrealized exchange differences deferred for Greek GAAP
reversed for IFRS.
Reclassification of own shares from current assets per Greek
GAAP to equity per IFRS
6,282 6,399
Recognition of deferred taxation per IFRS 599 220
Income tax for the year (51,485) (48,992)
Depreciation on spare parts (40) (40)
Difference arising on adjusting inventories valuation method (80) (80)
Accounting for relating land acquisition cost expenses
Reverse of the depreciation of the borrowing cost for the
30 30
Hydrocracker 400 400
Allocation of fixed assets depreciation to inventories 100 100
Provision for obsolete inventories
Goodwill on consolidation 67
Prior years tax differences (150)
Property Tax and B.O.D Fee (406) (393)
Total (B) (38,187) (35,512)
Total (A + B) (38,395) (36,755)
IFRS Equity 117,552 118,660

T R A N S L A T I O N

AUDITORS' REPORT

To the Shareholders of Motor Oil (Hellas) Corinth Refineries S.A.

We have audited the accompanying financial statements as well as the consolidated financial statements of "Motor Oil (Hellas) Corinth Refineries S.A.", as of and for the year ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

Without qualifying our report, we draw your attention to note 31 to the financial statements which refers to the tax position of the Company and the Group and especially the unaudited fiscal years. The liability, if any, that may result from such audits can not be estimated with reasonable accuracy.

Athens, February 25, 2006 The Certified Public Accountant George D. Cambanis Reg. No (ICPA (GR)): 10761 250-254Kifissias Ave., 152 31 Halandri Deloitte.

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