WOOLWORTH (CYPRUS) PROPERTIES PUBLIC LIMITED ANNUAL REPORT 2006 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Contents 4 Financial Highlights 4 Share Capital 6 Notice of Annual General Meeting 7 Board of Directors and other Consultants 8 Chairman’s Statement OUR PROPERTIES 14 Investment Properties 18 Commercial Centres 21 Other Properties and Investments FINANCIAL STATEMENTS 24 Directors’ Declaration 25 Directors’ Report 30 Directors’ Report on Corporate Governance 37 Auditors’ Report 39 78 Consolidated Profit & Loss Account 40 79 Consolidated Balance Sheet 41 80 Consolidated Statement of Changes in Shareholders’ Equity 43 82 Consolidated Cash Flow 44 83 Notes to the Consolidated Financial Statements í f WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Financial Highlights 2002 2003 2004 2005 2006 PROFIT BEFORE TAXATION (Cí mil) 1,2 7,6 4,3 2,7 5,3 EARNINGS PER SHARE OF 20 CENTS BASIC (cent) - Basic 0,7 7,0 3,0 2,4 4,5 TOTAL ASSETS (Cí mil) 123,3 122,6 145,8 156,1 169,7 SHAREHOLDERS’ EQUITY (Cí mil) 53,9 72,0 71,2 68,2 73,8 BOOK VALUE PER SHARE (cents) 55,6 75,8 75,1 70,9 77 Number of Shareholders 19 April 2007 – Ten thousand nine hundred fifteen (10.915) Share Capital The issued share capital of Woolworth (Cyprus) Properties Public Ltd on 19 April 2007 was: Number of shares of 20 cents each Authorised 125 000 000 Issued Issued and fully paid shares 114 623 855 4 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 7,6 5,3 4,3 2,7 1,2 PROFIT BEFORE TAXATION Cí mil 2002 2003 2004 2005 2006 169,7 156,1 145,8 123,3 122,6 2002 2003 2004 2005 TOTAL ASSETS Cí mil 2006 5 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Woolworth (Cyprus) Properties Public Limited will be held at the International Conference Centre, in Nicosia, on Thursday 7 June 2007 at 6:30 pm. AGENDA 1. To review the Report of the Directors and the Financial Statements for the year ended 31 December 2006 2. Approval of dividend 3. Approval of remunerations policy 4. To elect members of the Board of Directors 5. To fix the Directors’ remuneration 6. To re-appoint the auditors and authorize the Board of Directors to fix their remuneration Every member who is entitled to attend and vote the Meeting can authorize a proxy to attend and vote on his/her behalf. A proxy does not need to be a member of the Company. The notification of the appointment of a proxy must be submitted at the Company’s Registered Office, Shacolas House, Old Nicosia – Limassol road, Athalassa, P.O. Box 21744, 1589 Nicosia, at least 48 hours before the opening of the Meeting. George P. Mitsides Secretary Nicosia 19 April 2007 6 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Board of Directors and other Consultants WOOLWORTH (CYPRUS) PROPERTIES PUBLIC LIMITED BOARD OF DIRECTORS EXECUTIVE CHAIRMAN Nicolas K. Shacolas - (a, d) DEPUTY CHAIRMAN Renos Solomides - (b, c) MANAGING DIRECTOR Marios Panayides - (a, d) EXECUTIVE DIRECTORS ( in alphabetical order ) Eleni N. Shacola (a, d) Marios N. Shacolas (a, d) DIRECTORS (in alphabetical order) Demetris Demetriou (b, d) Pambos Ioannides (b, d) Michalakis Koniotis (b, c) Andreas Louroutziatis (b, c) Marios A. Savvides (b, d) Menelaos K. Shacolas (b, c) SECRETARY George P. Mitsides AUDITORS PricewaterhouseCoopers Limited Julia House, 3 Themistocles Dervis 1066 Nicosia P. O.Box 21612, 1591 Nicosia, Cyprus LEGAL ADVISORS Tassos Papadopoulos & Associates REGISTERED OFFICE Shacolas Building Old road Nicosia – Limassol, Athalassa, Nicosia a = executive b = non-executive c = independent d = non-independent 7 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Report of the Chairman of the Board of Directors Dear Shareholders, RESULTS The profits before tax of Woolworth (Cyprus) Properties Public Ltd for the year 2006 amounted to í5.274.874 (f9.141.000 Euro). Net Profits after deducting taxation of í982.443 (f1.702.000 Euro) amounted to í4.292.431 (f7.439.000 Euro) rising significantly by 90,1% compared to net profits of í2.257.000 (f3.936.000 Euro) in 2005. The revenues from the license fees for the use of space and leasing of the Group’s property amounted to í4.184.207 (f7.251.000 Euro) compared to í2.874.000 (f4.980.000 Euro) in 2005. Included in these revenues is an amount of f2 million Euro, which was received as license fee for the use of space for the creation of commercial stores in the Shacolas Emporium Park complex and the Commercial Center ‘Agora Engomi’. In 2006, fair value gains from investment properties rose to í1.717.761 (f2.975.000 Euro). There was a more conservative increase, lower by 24%, on the values of the Groups’ properties compared to the appreciation in 2005. The expenses of the Group rose to í1.689.562 (f2.928.000 Euro) rising by 35% compared to the previous year. The increase is mainly due to expenditure incurred for activities that have not yet started to generate revenues such as the construction of the Shacolas Emporium Park and the Agora Engomi Commercial Center. These investments are expected to contribute significantly to the property values and revenues of the Group from the end of 2007 on. There was however a reduction in financing costs compared to 2005. The results of the associated companies Olymbos Investments Limited and Akinita Lakkos Mikelli Limited had a significant positive impact on the results of the Group. In addition, the accounts of the Group for the first time included the share of profit from the associated company CTC-ARI Airports Ltd, in which Woolworth holds a 20% stake, which started operations on 1st July 2006. CTC-ARI Airports Ltd manages all the commercial operations of the two airports of Larnaca and Pafos and its results, in the first months of operations, are already very encouraging. Taxation was significantly higher at í982.443 (f1.702.000 Euro) due mainly to provisions for tax liabilities referring to previous years but also due to deferred taxation on the fair value gains of investment properties, which is a contingent liability. 8 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 PROJECTS AND INVESTMENTS ITTL Trade Tourist & Leisure Park Ltd – Shacolas Emporium Park During the year, ITTL Trade Toursit and Leisure Park Ltd proceeded further with the development of the Shacolas Emporium Park complex in Athalassa Strovolos on freehold land. The Shacolas Emporium Park complex will include ‘The Mall of Cyprus’, the large Swedish furniture store IKEA, two adjacent buildings with showrooms, the ‘Mana Square’, an open amphitheatre and a playground. The Shacolas Emporium Park will have about 60.000 square meters of retail space and 2.500 parking places. The Mall of Cyprus, which is expected to become operational in September 2007, will include Debenhams, Carrefour, Zara and other well known retail fashion and other stores, a multiplex cinema, restaurants, cafes and leisure areas all contributing to the success of the project. After completion, ITTL is expected to obtain annual income in excess of f10 million Euro. Woolworth Commercial Centre Ltd – Agora Engomi In parallel, during 2006 the subsidiary Woolworth Commercial Centre Ltd proceeded in the development of the Commercial Centre ‘Agora Engomi’ on freehold land by the 28th October Avenue in Engomi Nicosia. The development is expected to be completed and become operational by the end of 2007. Agora Engomi will have a total retail area of about 13.600 square meters and parking space of 500 places. The commercial centre will include Carrefour, Super Home Center D.I.Y., Debenhams, Oviesse, Starbucks and other concepts. Cyprus Limni Resort & GolfCourses Plc In line with the Company’s strategy of incurring further investments in land development, Woolworth (Cyprus) Properties Public Ltd proceeded in December 2006 with the acquisition of 100% of the share capital of N. K. Shacolas (Merchants) Ltd, which owns 11,73% of the shares in Cyprus Limni Resorts & GolfCourses Plc. The latter is a large owner of land of an area of about 2.800.000 square meters (2.800 decares) in the areas of Limni, Pelathousa, Macounta, Kinousa and Polis Chrysochous where a large resort will be developed with 2 golf courses, land plots, villas, apartments and other lodgings, golf club, a reasonably sized hotel and other facilities. The land has access to the sea with a pier extending 150 meters into the sea, which is now under restoration. The company is in a position to meet all the irrigation needs of the whole development. In addition, within the above area, a land of 280.000 square meters (280 decares) is included in the hills of the Kinousa village next to the national forest, which will be developed separately in the future. There is already the permit from the appropriate authorities for the separation of land into building plots for a large part of this estate. Cyprus Limni Resorts & GolfCourses Plc is already taking the necessary steps for the listing of its shares to the Cyprus Stock Exchange within 2007. ERMES DEPARTMENT STORES PUBLIC LTD During 2007, following the successful offering of Ermes Department Stores Public Ltd shares to the shareholders of Woolworth, institutional investors and the broader public last year, Woolworth has sold shares in Ermes at 35 cents per share, realizing significant profits. As already announced the shares of Ermes Department Stores Public Limited are expected to be listed very soon on the Cyprus Stock Exchange. 9 WorldReginfo - 452cafe9-3d92-4272-af61-cdf7f9147e53 Report of the Chairman of the Board of Directors PROSPECTS Woolworth aims to develop further its real estate property potential, create wealth for its shareholders and restructure its obligations in order to be in a position to exploit any opportunities that arise in the property sector.