ΑΝΩΝΥΜΗ ΝΑΥΤΙΛΙΑΚΗ ΕΤΑΙΡΕΙΑ ΚΡΗΤΗΣ Α.Ε. - PDF

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ΑΝΩΝΥΜΗ ΝΑΥΤΙΛΙΑΚΗ ΕΤΑΙΡΕΙΑ ΚΡΗΤΗΣ Α.Ε. Ετήσιες Οικονομικές Καταστάσεις για τη χρήση από 01 Ιανουαρίου έως 31 Δεκεμβρίου 2007 Σύμφωνα με τα Διεθνή Πρότυπα Χρηματοοικονομικής Πληροφόρησης It is hereby certified

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ΑΝΩΝΥΜΗ ΝΑΥΤΙΛΙΑΚΗ ΕΤΑΙΡΕΙΑ ΚΡΗΤΗΣ Α.Ε. Ετήσιες Οικονομικές Καταστάσεις για τη χρήση από 01 Ιανουαρίου έως 31 Δεκεμβρίου 2007 Σύμφωνα με τα Διεθνή Πρότυπα Χρηματοοικονομικής Πληροφόρησης It is hereby certified that the attached financial statements are those that have been approved by the Board of Directors of ANEK S.A. on March 26, 2008 and have been published by being posted on the internet, at the website The Managing Director Ioannis I. Vardinoyiannis The attached financial statements have been translated from the Greek original version. ANEK LINES S.A. COMP.REG.NO /06/B/86/07 KARAMANLI AVE., CHANIA, CRETE TEL. : , FAX: E TABLE OF CONTENTS BOARD OF DIRECTORS REPORT...4 INDEPENDENT AUDITOR S REPORT...12 ANNUAL FINANCIAL STATEMENTS OF DECEMBER 31ST INCOME STATEMENTS BALANCE SHEETS EQUITY CHANGES STATEMENTS CASH FLOW STATEMENTS INFORMATION AND EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS OF THE YEAR General information on the Group Drafting basis of financial statements Principal accounting policies Fixed assets / Investments in property Investments in subsidiaries & affiliates Inventories Trade receivables and other short-term receivables Financial asset at fair value through profit & loss Cash and cash equivalents Long-term bank borrowings Short-term borrowings Income tax and deferred tax liabilities Provisions for employee benefits and other provisions Trade payables and other short-term liabilities Share capital / Share premium Reserves Earnings per share Segmental analysis Cost of sales Other income Administrative/ Selling & marketing expenses Other expenses Financial expenses and financial income Results from investment activities Payroll Cost Depreciation Balances and transactions with associated parties Commitments Contingent liabilities/ receivables - Litigious disputes or disputes in arbitration Purposes and risk management policies Dividends Subsequent events F BOARD OF DIRECTORS REPORT of ANEK LINES S.A. to the Annual Ordinary General Meeting of Shareholders for the year 2007 Dear Shareholders, Our Company continued in 2007 to present a dynamic progress and development of its activities, in consequence of its strategic planning. The events and conjunctures in the sector of passenger shipping, particularly in 2007, have lent credit to many of our choices, the accuracy of which is mainly proven by the market shares that form solid bases for the implementation of the development plans of the Parent Company ANEK as well as of the Group. I. Market shares The market shares for the year 2007 are as follows: at the routes from Piraeus to Crete and from Crete to Piraeus, ANEK served 50.0% of passengers, 53.1% of private vehicles and 66.1% of trucks; at the routes of Northern Italy (Venice and Ancona) the market shares amounted to 34.0% for passengers, 36.7% for private vehicles and 35.0% for trucks. II. Financial figures During 2007, high levels of traffic volume were noted, which resulted in the increase of the Company s turnover by 3.3% in relation to The gross profit margin was decreased from 30.4% in 2006 to 26.2% in This decrease is mainly due to the increase of the cost of sales by 9.6%. More specifically, the cost of fuels for 2007 increased by 13.4%. The Group s turnover was maintained at the same level as in the previous period, while the cost of sales increased by 2.7% and the gross profit margin from 25.8% in 2006 was shaped at 23.7% in The earnings before taxes, financing and investing results and depreciation amortization (EBITDA) of the Company for the year 2007 amounted to 43.5 million instead of 50.4 million in 2006, presenting a decrease of 13.6%. The respective figures for the Group stood at 43.3 million for 2007, compared to 52.4 million in Earnings after taxes for 2007 amounted to 13.6 million compared to earnings of 20.3 million in 2006, which is mostly due to the increase in fuels by 7.8 million, and to the intense G competition in all of the routes where the Company is active, and particularly in Piraeus Chania. Respectively for the Group, the earnings after taxes and minority interests amounted to 12.3 million for 2007, instead of 20.2 million for During and as a consequence of the Parent company s capital increase and results- there has been a considerable improvement to the Company s and the Group s capital structure ratios. More specifically: Equity / Debt ratio increased from 0.3 in 2006 to 0.7 both for the Company and for the Group; Equity / Non - current assets ratio amounted to 0.6 from 0.3 in the previous period; Non - current assets / Long-term loans ratio from 1.4 in 2006 (both for the Company and the Group) amounted to 1.7 and 1.8 in standalone and consolidated basis, respectively. III. Important events of the fiscal year 2007 During the fiscal year 2007, the Company s share capital increase was successfully completed; such share capital increase was decided at the General Meetings of November 5th 2006 and December 23rd 2006, following a relevant motion of the Board of Directors, to increase the Company s share capital by million by means of payment in cash, and issue million new common registered shares with voting rights, at the nominal value of 1.00 each, with a preemptive right in favor of its existing shareholders at a ratio of 17 new to 10 existing common and preferential shares, at Following the successful completion of such increase, under the framework of its strategic planning and development policy, and having implemented part of its investment plan, the Board of Directors decided, during its meeting on , to purchase the ro/pax ship FERRY TSUKUBA from Japan. The ship was built in 1998, it is 192 meters long, 27 meters wide, it has 23.5 knots service speed and features a garage approximately 2,000 lane meters long. The ship was delivered in Japan on , was renamed to ELYROS and upon its arrival in Greece, it was restructured based on the highest standards and according to international safety regulations considering passengers safety and comfort. Following such restructuring, the ship shall have a transport capacity of 2,000 passengers and is expected to be routed during the summer season. The lease of F/B EL. VENIZELOS to the Tunisian state company COTUNAV was continued in 2007 for the period from June 22 to September 20, and will continue for a respective period in 2008, thus contributing in the improvement of the Company s results and image abroad. Moreover, during the period from June 28 th to October 26 th 2007, the F/B LATO was chartered to the Algerian company CNAN MAGREB LINES SpA. In August 2007, the ship incurred mechanical failure and was replaced by the F/B LEFKA ORI. Thereafter, in order to meet the needs of its routes in the Adriatic Sea, the Company proceeded to the H chartering of the F/B JEAN NICOLI, and thus the operating cost was incremented with the chartering cost. On , following an invitation from the Company s Board of Directors to a General Meeting of Shareholders and a Special General Meeting of Shareholders holding preference shares, the items raised were: a) abolishment of decisions by the 2nd Repeat General Meetings of shareholders holding ordinary and preference shares dated , b) decision-making on the issuance of a bonded loan, in accordance with law 3156/2003, convertible to Company shares, by abolishment of the stock options of existing Shareholders and provision to foreign institutional investors directly or indirectly, up to 120 million. (approximately), c) decision-making on the issuance of a bonded loan, in accordance with law 3156/2003, convertible to Company shares, by provision to Company shareholders up to 40 million (approximately). The above issues were approved by decisions of the second repetition General Meeting of Shareholders dated and the second repetition Special Meeting of Shareholders dated During the fiscal year 2007, the Company proceeded to a) the establishment together with its subsidiary ETANAP S.A , a company with business name ANEK HOLDINGS S.A., with registered offices in the Municipality of Eleftherios Venizelos of Chania, Crete, having as object any type of business activities in tourism, the participation in other companies and businesses, the management of other companies and businesses through consultancy, etc., b) the establishment together with its subsidiary LANE , of the shipping company under Law 959/79 T.C.SAILING SHIPPING COMPANY, with registered offices in the Municipality of El. Venizelos of Chania, Crete, having as object the ownership of Greek merchant ships, the operation and management of Greek or foreign flagged merchant ships, and the acquisition of shares in other shipping companies. Thereafter, the company ANEK HOLDINGS S.A. founded the company ANEK ENERGY LIMITED LIABILITY COMPANY which has registered offices in El. Venizelos municipality, Chania, Crete, and its object is the development, operation and exploitation of electric power stations for the production of power using renewable energy sources. During the fiscal year 2007 and in order to upgrade its IT systems, the Company proceeded to the purchase of a new payroll software, thus achieving a more efficient monitoring of payroll cost, which is a very important account of operating cost. IV. Goals for 2008 The successful completion of the share capital increase during 2007 gives to ANEK the possibility of achieving its goals and strategies aiming on one hand at enhancing its fleet and on the other at ensuring greater market shares. Following the approving decisions of the General and Special Meeting of Shareholders as mentioned above the process of issue of bonded loans for a total amount of up to 160 million convertible into shares and their allocation to foreign institutional investors for an amount of 120 million, and to Company shareholders for an amount of 40 million, is in progress. Through the undertaking of the greatest part of the bonds by I foreign institutional investors, the Company s financing from a wide international basis is achieved. The attraction of funds shall permit us to proceed to further investments (purchase of new ships, participation in other similar businesses) and to achieve a reduction of our bank loans and enhance the Company s cash ratio. Moreover, the procedure of restructuring of the Company's long-term loans was recently completed. The new loan agreement, which was signed with a group of Greek banks, permitted to achieve more favourable repayment terms and a reduction of financial cost. The new fiscal year shall reveal new challenges, due to the major rearrangements taking place in the field of coastal shipping on one hand, and to the continued increase in fuel prices on the other. Considering the above, we estimate that the implementation of the Company s strategic plan and the routing of the new ship shall create new chances for further development and more efficient fleet management. V. Other information (articles 43a & 107 of Codified Law 2190/1920) Branches: means the Group s ships, as well as offices and ticket agencies (in Athens, Piraeus, Chania, Irakleio and Rethymno). Moreover, a branch in Athens is operated by the subsidiary ETANAP. Risk management: ΑΝΕΚ Group s Management, as detailed in the annual financial statements for the year 2007, applies the appropriate ad hoc policies for the management of financial risks (price risk, interest rate risk, credit risk, liquidity risk, etc.) and for maintaining the financial balance on a permanent basis. Subsequent events: after and until the preparation of this report, the major events, as already mentioned, were the decisions of Meetings regarding the issue of bonded loans, and the restructuring of long-term bank loans. Dear Shareholders, ANEK continues to be a reliable, competitive, and dynamic presence in every route in which is active and it is demonstrated that it grows and develops to the benefit of its shareholders and the market in general. Therefore, given the results for the fiscal year 2007, the Board of Directors proposes to the General Meeting, which shall approve the financial statements, the distribution of dividend for a total amount of approximately 8.1 million, or at 0.05 per share. J From the information that we presented above, as well as from the financial statements, you can shape a full image on the Parent Company ANEK as well as on the Group, and on the proceedings of the Board of Directors for the year The Board of Directors proposes that you decide upon the approval of the financial statements for the fiscal year , as well as on the other items on the agenda. Chania, March 26 th 2008 On behalf of the Board of Directors of ANEK The 1 st Vice-Chairman GEORGIOS G. KATSANEVAKIS K EXPLANATORY REPORT OF THE BOARD OF DIRECTORS of ANEK LINES S.A. according to article 11a of Law 3371/2005 This explanatory report addressed by the Board of Directors of ANEK S.A. to the Ordinary General Meeting of its Shareholders includes detailed information with regard to the issues under Article 11 (a) (1) of Law 3371/ Structure of the Company s share capital The Company's share capital amounts to 161,299, divided into 157,360,940 ordinary and 3,938,251 preferred voting shares with a nominal value of 1.00 each. Company shares have been listed on the Athens Stock Exchange, and are traded under the Big Capitalization category. The rights of the Bank s shareholders that derive from the Bank s shares are pro rata the capital percentage corresponding to the fully paid value of each share. Each share provides all the rights provided for by Law and the Company s Articles of Incorporation, and more specifically: a) The right to dividend from the Company s annual profits or profits at liquidation. b) 35% of the net profit after deducting the statutory reserve is distributed to the shareholders from the earnings of each period as a first dividend, while an additional dividend may be distributed if it so decided by the General Meeting. All shareholders holding ordinary or preference shares on the date on which dividend beneficiaries are designated, are entitled to dividends. The dividend of each share is paid within two (2) months from the date of the Ordinary General Meeting that approved the annual financial statements. The place and terms of payment are communicated in the Press. c) The right to withdraw the contribution at the time of liquidation or respectively of the capital amortization corresponding to each share, if so decided by the General Meeting; d) The right of preemption at each increase of the share capital in cash and the obtainment of new shares; e) The right to receive a copy of the financial statements, of the reports of chartered auditors and of those of the Company s BoD; f) The right to participate in the General Meeting, which includes the following individual rights: right to authorize, attend, participate in debates, submit suggestions with regard to the items on the agenda, record opinions in the minutes and vote; The General Meeting of the Company's Shareholders retains all its rights during liquidation. Shareholder liability is limited to the face value of the shares they hold. Preferred shares issued in 1990 and 1996 enjoy only those benefits stipulated by law, namely the preferential collection of first dividend and preferential participation in the proceeds of liquidation. L 2. Restrictions to the transfer of the Company s shares The Company s shares are transferred as set forth in the Law, while the Articles of Incorporation pose no restrictions as to their transfer, given that they are non-paper shares listed on the ASE. 3. Considerable direct or indirect holdings in the sense of Law 3556/2007 On , the Shareholders holding more than 5% of the total number of Company s shares were the following: INTESA SAN PAOLO SPA 14.91% SEA STAR CAPITAL PLC 14.90% MORGAN STANLEY & CO INTERNATIONAL PLC 5.67% Respectively, the Shareholders holding more than 5% on February 29 th 2008 were the following: SEA STAR CAPITAL PLC 32.50% MORGAN STANLEY & CO INTERNATIONAL PLC 7.45% 4. Shares granting special rights to audit There are no such shares providing their holders with special rights of control. 5. Restrictions on voting rights No provision is made in the Company s Articles of Incorporation for restrictions on voting rights. 6. Agreements among the Company s shareholders The Company is not aware of any agreements among its Shareholders imposing restrictions to the transfer of its shares or to exercising the rights to vote arising from such shares. 7. Rules for appointing and replacing BoD members and amending the Articles of Incorporation The rules provided for in the Company s Articles of Association on the appointment and replacement of BoD members and the amendment to its Articles of Association are not different than those provided for in Codified Law 2190/ BoD authorization to issue new or buy treasury shares The Board of Directors has no right to increase the Company s share capital by the issue of new shares, or to buy treasury shares, without the prior approval of the General Meeting. 9. Significant agreements that inure, are modified or expire as a result of audit change following a public proposal There are no significant agreements that enter into force, are modified or expire as a result a change in auditing the Company following a public proposal. 10. Agreements with members of the Board of Directors or the Company s personnel DC There are no agreements between the Company and members of its Board of Directors or its personnel providing for the payment of compensation in case of resignation or dismissal on no serious grounds or termination of term or employment as a result of a public proposal. Chania, March 26 th 2008 On behalf of the Board of Directors of ANEK The 1 st Vice-Chairman GEORGIOS G. KATSANEVAKIS DD INDEPENDENT AUDITOR S REPORT To the Shareholders of ANEK AE Report on the Financial Statements We have audited the accompanying individual and consolidated financial statements of ANEK AE (the Company ), which comprise the individual and consolidated balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements, as adopted by the European Union (EU). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility 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 comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appr
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