Annual Report

‘05

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LUXAIR ////// 49° 37’ / 6° 12’

Annual Report

‘05

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////// LUXEMBOURG AIRPORT, TERMINAL A ///

Editorial

Chairman’s letter 06

CEO’s letter 08

Highlights 10

Executive Committee 12

Board of Directors 14

Luxair Shareholders 15

Auditor’s Report 15

Luxair Activities 16

Airline

Tour Operating

Cargo Handling

Passenger Handling

Airport Shops

Catering Services

Balance Sheet at 31st December 2005 20

Profit and Loss Account 22

summary ///

Publisher /// Luxair s.a.

Design /// Bizart

Photos /// Andrés Lejona

Texts /// Boz Temple-Morris

Printed by /// Victor Buck

April 2006

2006 is going to be a key year for Luxair, a year ofchange.Luxembourg’s flag carrier airline needs to repositionitself to stand out prominently in the highly competitivebusiness environment of aviation.

This change will be crucial to ensure the long termsustainability of Luxair’s airline activities. It is in our owninterest, in the interest of Luxembourg as a financialcentre and in the wider economic interest of the countryand the Greater Region that we continue to linkLuxembourg to the major decision-making centres in Europe.

In 2005, a newly appointed management set thefoundations for the future. Clear structures defined thecompany’s three main “Business Lines”, being “Airline”,“Tour Operating” and “Handling Services”. Each businessline is autonomous within the Luxair group and must gua-rantee its own sustainability.

The business line “Airline” is currently at the heart ofour efforts.The Board of Directors has ordered Adrien Neyand his Executive Committee to redefine the Airline andthus give it a new motivation. By 2008, the reorganisedand revitalised Airline will again be profitable and theLuxair group will look ahead to a calmer future. I believein this!

But until then, Luxair will be in a transitional phase.Various reorganisation programmes were successfullylaunched late in 2005. As Luxair Airline begins its trans-formation, a new fleet will be the most obvious change.However, it won’t stop at the Airline.

A renewed, modern and dynamic Luxair will growfrom the combined efforts of Luxair’s entire workforce.

These new dynamics will be felt throughout all the businesslines and all the activities. Luxair is a group, and it is onlyby acting as a group that it can guarantee itself a promisingfuture.

After an excellent performance in 2005, “TourOperating” will also need to strengthen its position in thevery competitive holiday market. Tour Operating hasbecome a self-sufficient activity of the group and nowfaces the challenge of becoming a Luxair keystone.

The same applies to “Handling Services”.Cargo Handling’s success story has been written over thepast decades and it hasn’t stopped yet. On the contrary,through substantial investment in extension and optimi-sation of infrastructure, Cargo Handling is still expandingand strengthening the Luxair Group.

Passenger & Ground Handling face fresh challengesthat arrive with the opening of the new Terminal atLuxembourg Airport. Potential direct competition placesthe strategic development of this activity, like all Luxairactivities, in a crucial phase.

A strengthened Luxair, known as a safe and attractiveairline serving Luxembourg and its neighbouring regionswith an outstanding quality service – this is the modernand dynamic image we are striving towards and the realitywe intend to create for ourselves.

I am confident that, through the commitment of ourpersonnel, we will master this challenge and realise ournew ambitions.

Marc Hoffmann, Chairman of the Board

editorial /// Chairman’s letter /

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////// LUXEMBOURG AIRPORT, TARMAC P1, PARKING POSITION B5B ///

Our mission is clear, reinvent Luxair Airline to make itfinancially sustainable and, simultaneously, turn Luxairinto a state-of-the-art and dynamic company: a mobilisingchallenge.

However, we must act now and be aware that it isLuxair’s only chance to turn itself around. Thanks to ourshareholders, who agreed to provide the necessary meansfor change, Luxair is granted a reasonable period inwhich to fulfill its new ambitions.

The repositioning of our Airline activity started late2005 and will be at the core of our efforts until its finali-sation foreseen at the end of 2008. These efforts willhowever be covering the entire Luxair Group, since anychanges for the Airline require a new dynamic approach,which, in order to be successful, has to apply to all Luxairactivities.

The biggest and most visible changes will concernthe fleet and the network, though we will also concentrateon the quality of our service as well as our sales and marketing approaches.

However the main pillar of the New Luxair has to be anew company culture which will be defined throughoutthe transformation process. The keys of success rely notonly on the strategic decisions taken, but also on the wayin which they are implemented.

A preliminary review of all our activities is currentlyin progress. The company has already been restructuredinto autonomous Business Lines within the Luxair Group,thus giving each Business Line the necessary means toanticipate future challenges.

Increasing competition for all our businesses, theopening of the new terminal and the diversification needsfor some of our activities, such as our Cargo Handling, areno longer considered threats, but opportunities for furtherdevelopment.

At the end of the day, it will be our more than 2,000members of staff who will be the base and the core of thechange process. Only their solidarity and their individualcontributions will allow the project of the New Luxair tobe successful.

The repositioning of Luxair Airline is thus to be consi-dered as a first step. The dynamics, which currently makethe Airline move forward will eventually make the wholeLuxair Group progress.

I believe that, by 2008, Luxair will be a financially sustainable, as well as an innovative and modern company.

Adrien Ney, President and Chief Executive Officer

editorial /// CEO’s letter /

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////// LUXEMBOURG AIRPORT, ACCESS TERMINAL B TO TERMINAL A ///

highlights ///

LUXAIR / OPERATIONAL DATA 2003 2004 2005

Passengers (total)* 1,095,755 1,171,292 1,184,613Revenue Passengers-km (RPK) (mio) * 1,027 1,147 1,193 Seat Load Factor 58.3 % 61.6 % 65.7%

* The total includes charter flights operated by Luxair

Freight Handling (tonnes) 650,359 762,359 796,675Personnel (31 December) 2,137 2,190 2,210

LUXAIR / OPERATIONAL FLEET (31 DECEMBER) 2003 2004 2005

Boeing 737-400 2 0 0Boeing 737-500 3 3 2Boeing 737-700 0 2 3Fokker 50 3 3 0Embraer ERJ 145 « Eurojet » 8 8 8Embraer ERJ 135 « Eurojet » 0 0 2

LUXAIR / FINANCIAL DATA 2003 2004 2005

Turnover (mio EUR) 289,1 306,0 325,6Operating profit (mio EUR) (4,1) 3,9 3,2Net Result (mio EUR) 3,6 13,4 5,5Net Profit Ratio 1.2 % 4.4 % 1.7%

Balance Sheet Total (mio EUR) 389,3 451,0 479,9Capital & Reserves (mio EUR)** 202,4 215,8 218,0Capital & Reserves / Balance Sheet Total 52% 47.8% 45.4%Return on Equity 1.8% 6.2% 2.5%

** According to the “Loi du 19 décembre 2002 concernant la comptabilité et les comptes annuels des entreprises”

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////// LUXEMBOURG AIRPORT, ACCESS TERMINAL A TO TERMINAL B, TARMAC P1 ///

executive committee Luxair s.a. ///

Marc Hoffmann / Chairman of the Board

Adrien Ney / President and Chief ExecutiveOfficer / (from 1st June 2005)

Jean-Pierre Walesch / Executive Vice PresidentFinance (President and CEO ad interim 18ht

February - 31st May 2005)

LUXEMBOURG AIRPORT / TARMAC P1, PARKING POSITIONS E2 - E4

Fernand Brisbois / Executive Vice PresidentHandling Services

Jean-Louis Kremer / Executive Vice PresidentControlling and Information Systems

Martin Isler / Executive Vice President Airline

Michel Folmer / General Secretary

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Marc HoffmannDexia-Banque Internationale à LuxembourgChairman of the board

Paul SchmitMinistry of TransportVice-Chairman of the board

Daniel CollingLuxair Personnel RepresentativeMember

Arlette ConzemiusMinistry of Foreign AffairsMember, from 9th December 2005

Helder De Oliveira BorgesLuxair Personnel RepresentativeMember

Jean-Claude FinckBanque et Caisse d’Epargne de l’EtatMember

Robert FreiPanalpina World Transport (Holding) AGMember, from 27th January 2006

Jean MeyerFortis Banque LuxembourgMember

Raoul RoosLuxair Personnel RepresentativeMember, from 27th January 2006

Gaby Schaul-FonckLuxair Personnel RepresentativeMember, until 27th January 2006

Bruno SidlerPanalpina Word Transport (Holding) LtdMember, until 27th January 2006

Marc ThillMinistry of Foreign AffairsMember, until 9th December 2005

Jan Henning Zur HausenDeutsche Lufthansa AGMember

Frank ReimenMinistry of TransportGovernment Commissioner for Luxair s.a.,from 1st April 2005

Henri KleinMinistry of TransportGovernment Commissioner for Luxair s.a.,until 31st March 2005

board of directors Luxair s.a. ///

Luxair’s share capital amounts to € 13,750,000 represented by 110,000 shares held by the following shareholders (on 31.12.2005):

State of the G-D of Luxembourg 23.1%

Banque et Caisse d’Epargne de l’Etat 13.4%

Luxair Group and others 13.2%

DEXIA - Banque Internationale à Luxembourg s.a. 13.1%

Deutsche Lufthansa A.G. 13.0%

Fortis Banque Luxembourg s.a. 12.1%

Panalpina World Transport (Holding) Ltd 12.1%

Luxair shareholders ///

auditor’s report ///

TO THE SHAREHOLDERS OF LUXAIR S.A

Following our appointment by the General Meeting ofShareholders dated May 9, 2005, we have audited theannual accounts of Luxair s.a. for the year endedDecember 31, 2005, and have read the related managementreport. These annual accounts and the managementreport are the responsibility of the Board of Directors.Our responsibility is to express an opinion on theseannual accounts based on our audit and to check theconsistency of the management report with them.

We conducted our audit in accordance with InternationalStandards on Auditing. Those Standards require that weplan and perform the audit to obtain reasonable assuranceabout whether the annual accounts are free of materialmisstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosuresin the annual accounts. An audit also includes assessingthe accounting principles used and significant estimatesmade by the Board of Directors, as well as evaluating theoverall annual accounts’ presentation. We believe thatour audit provides a reasonable basis for our opinion.

In our opinion, the attached annual accounts give, inconformity with the Luxembourg legal and regulatoryrequirements, a true and fair view of the financial positionof Luxair s.a. as of December 31, 2005, and of the results ofits operations for the year then ended.

The management report is in accordance with theannual accounts.

Luxembourg, March 31, 2006

PriceWaterhouseCoopers sàrlRéviseur d’entreprises

Represented by Luc Henzig

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AIRLINE / RESTRUCTURING FOR BUSINESS

Airline activity encompasses all scheduled flight operationsincluding network, fleet, technical services, flight, salesand marketing.

1. In 2005 there were 25,256 flights (down 1.7% on 2004)carrying 808,863 passengers (down 1.6%) with an occu-pancy rate improved from 61.83% to 65.65%.

The Metropolis Programme saw a 14% increase in clientsand revenues increased by 18%.

There was significant change to flight patterns; flightswere ceased to Athens, Warsaw and Lisbon. There werefewer flights to Budapest but flights to London, Porto andRome were increased.

Additionally we changed airports at Milan (from Bergamoto Malpensa) and Berlin (from Tempelhof to Tegel).

2. The Airline has made losses exceeding €12m in 2005.Whilst this is due in part to external factors such as fuelcosts it was also exacerbated by structural problemswithin the business. During 2005 the first steps havebeen taken to restructure the business, to review the coststructure and to revitalise the brand and the culture ofthe organisation.

Work has taken place to optimise fleet utilisation and tomake network improvements. New dynamic and flexiblefare structures have been tested under pilot schemes.

Air safety remains the first priority in all our activity. Forevery one hour in the air our aircraft spend three hours inmaintenance.

3. In 2006 the evolution of the business increases pace askey decisions are made in respect of our fleet, our networkand our marketing.

New 70-90 seat aircraft should be introduced to our fleetwhich will consist of twelve aircraft in total, nine ofwhich are exclusively dedicated to Airline services.Commercial agreements (including code sharing) withother airlines will consolidate existing routes and lead toincreased potential in new markets.

New work on marketing strategy and visual identity willbe implemented alongside the introduction of a dynamicfare structure, additional booking classes and tariffs andthe development of e-travel and internet tools. All theseare designed to contribute to greater overall efficiency.

In addition we’ll see the continuation of existing initiativessuch as maximising in bound traffic to Luxembourg,notably from Italy, UK, Spain and Switzerland.

Taken together, these measures form part of a new anddynamic commercial strategy that impacts on all areasof the business, improving skills, product, service andcommunications.

With new aircraft, a restructured business, a high qualityservice level and a strategy for brand revitalisation, ourAirline is being positioned as the niche player for theGrande Region business market.

With an implementation plan due for sign off in 2006the business is targeted to reach profitability in 2008.

TOUR OPERATING / A STEADY EVOLUTION

Tour Operating activity includes product development,sales, marketing and operation of all tour products.

1. In 2005 the Tour Operating business reached profitabilityfor the first time in several years. Customer numberswere increased by 7.5% in 2005. Over 180,000 people travel-led to 35 destinations in Europe and beyond.

2. All departments in Tour Operating now stand indepen-dently from the Airline.

Good optimisation of the fleet and network has contributedto a strong year as well as preferential agreements withhotels and other suppliers. This has resulted in growth inFrench, German, Belgian and Luxembourg markets.

Spain (particularly the Balearic Islands) remains the mostpopular destination though strong growth has beenseen in the North African destinations of Egypt, Moroccoand Tunisia.

3. Other consequences of the restructured Tour Operatingbusiness will be felt in 2006. The Metropolis Programmewill no longer be handled entirely by the Airline but willbe fully integrated into Tour Operating.

New opportunities will arise such as new product deve-lopment, new marketing activity and new agreementswith suppliers and partners.

As from 2007, three B737-700 aircraft will be exclusivelydedicated to Tour customers.

HANDLING SERVICES

Handling services consists of two areas of activity ; CargoHandling facilitates the movement of unaccompaniedcargo. Passenger and Ground Handling facilitates themovement of Airline passengers, luggage and aircraft onthe ground.

CARGO HANDLING / INVESTING IN GROWTH

1. Whilst volumes have remained steady we did not seethe growth we have been accustomed to in recent years.

There was growth of 4.5% to 796,675 tonnes in 2005spread over 11,074 movements (up from 10,206 in 2004).This represents a less important increase compared tothe average 12.7% over 2001-2004. This is commensuratewith the wider market downturn that arises from externalfactors such as the rise in fuel costs.

2. Luxembourg remains the 5th busiest Cargo airport inEurope and in 2005 plans were laid for future expansion.

The CargoCenter business remains a vitally importantlocal employer, offering more new jobs than any otheremployer in Luxembourg.

The planned extension of the CargoCenter involves a €22minvestment and will create an additional 12,000m2 and anew capacity of 1 million tonnes per year (currently 750 000).

Cargolux remains the most important customer for thebusiness though the presence of other players is on theincrease. Elsewhere, our diversification showed positiveresults as Luxair Cargo Deutschland performed well atFrankfurt airport.

Luxair activities ///

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3. The investment in our infrastructure will be accompaniedby additional work on our systems and administrationand is expected to enhance our Cargo Handling service inorder that the business can consolidate around the newfacilities as they open at the end of 2006.

Internally, the wider restructuring and the Group’s newlydefined working culture and service levels present anopportunity to connect the Cargo Handling Business Linemore closely to the rest of the business.

PASSENGERS AND GROUND HANDLING / BUILDING AQUALITY SERVICE

1. A slight growth in passenger numbers took place in2005 (1,149,689 Luxair passengers, up from 1,127,030 in2004, and 399,818 from other carriers, up from 390,804 in2004).

Total flight numbers rose slightly to 45,369, from 45,246.Within this, the number of Luxair flights dropped from29,666 to 29,183 and other carrier’s flights rose from15,580 to 16,186.

2. In volume terms 2005 saw slight growth and we main-tained passenger handling levels for Luxair at 75% andaircraft movement at 64%.

Innovations introduced this year include a ‘Self Check-In’project and initiatives to increase and sustain levels ofcustomer service.

3. With the opening of the new Terminal at Luxembourgairport at the end of 2007 there is a possibility that a

second handling agent will enter the airport. Whilstnegotiations with Lux-Airport, the terminal operator, willseek to assure our future and guarantee the best possibleconditions, it is vital that we act to differentiate our servicein a meaningful way.

As with other sections of the business we will stress thekey differentiators of client relationship and quality ofservice.

CATERING / HEALTH AND HAPPINESS

Catering is not treated as a Business Line but as a servicethat adds value to the Airline and to our service to othercarriers operating at Luxembourg airport.

1. 1,415,000 meals were lifted in 2005, 87% of which wereserved on Luxair flights. This represents a 4% increase on2004.

2. These changes in the catering activity were caused byan increase in private and charter flights during the firsthalf of 2005 (arising from the Luxembourg Presidency ofthe EU) coupled with a growth in cargo aircraft movement.

3. The quality of catering is integral to customer expe-rience. In keeping with our commitment to quality andservice, our catering service will continue to support thequality profile of the Group as a whole.

AIRPORT SHOPS / TAKING STOCK

As with Catering, Airport shops are not treated as a BusinessLine but as a service that adds value to our brand profileand customer service.

1. During 2005 turnover slightly decreased from 2004 levelsdespite a 4% increase in passenger numbers at the airport.

2. The principal reason for the decline in revenue during2005 was that passengers travelling from the newTerminal B were exposed to a reduced commercial surfacearea and did not have access to the full product range.

3. 2006 will again see a changing business environment.A new marketing concept and a renegotiation of purchaseterms will prepare the Airport Shops for the opening ofthe new Terminal A in 2007 where a more competitiveretail environment can be expected.

Our presence in the new Terminal A will be subject to atender process operated by lux-Airport, the airportowners. Any bid made by Luxair will therefore be consideredalongside other bids from new competitors.

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ASSETS 2005 2004

FIXED ASSETSIntangible fixed assets

Concessions and licences acquired for valuable

consideration 377,311 663,542

Tangible fixed assets Aircraft 147,680,337 143,698,376

Land and buildings 46,044,440 49,763,277

Plant, machinery and equipment 15,857,264 17,813,116

Fixtures, fittings, tooling and furniture 4,222,855 6,818,438

Payments on account and assets under construction 1,327,285 19,682,785

InvestmentsInvestments in affiliated undertakings 2,931,809 432,809

Participating interests 34,185,949 26,375,858

Investments held as fixed assets 139,783 208,789

Other long-term receivables 1,932,644 1,918,316

Own shares 4,635,609 4,635,609

TOTAL FIXED ASSETS 259,335,286 272,010,915

CURRENT ASSETSStocks

Consumables 414,926 428,688

Goods for resale 1,202,418 1,763,293

DebtorsTrade debtors 25,014,295 28,597,963

Amounts owed by affiliated undertakings 52,700 291,958

Amounts owed by participating interests 4,442,103 4,133,942

Other debtors 18,827,688 19,768,336

Transferable securities 403,797 403,797Cash at banks, in CCP accounts and in hand 169,041,512 122,118,994

TOTAL CURRENT ASSETS 219,399,439 177,506,971

DEFERRED CHARGES AND ACCRUED INCOME 1,137,703 1,470,401

TOTAL ASSETS 479,872,428 450,988,287

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LIABILITIES 2005 2004

CAPITAL AND RESERVESSubscribed share capital 13,750,000 13,750,000Reserves

Legal reserve 1,375,000 1,375,000

Reserve for own shares 4,635,609 4,635,609

Other reserves 192,140,982 182,565,982

Retained earnings brought forward 528,258 66,299Profit for the financial year 5,528,583 13,391,849

TOTAL CAPITAL AND RESERVES 217,958,432 215,784,739

CAPITAL GAINS ROLLED OVER TO BE REINVESTED - 13,443,537

PROVISIONS FOR LIABILITIES AND CHARGESProvisions for aircraft overhaul 33,515,579 34,761,712Provisions for pensions and similar obligations 22,523,027 22,478,806Provisions for taxation 10,648,814 6,520,086Other provisions 23,776,861 9,590,442

TOTAL PROVISIONS FOR LIABILITIES AND CHARGES 90,464,281 73,351,046

CREDITORSBank loans and overdrafts 80,697,845 63,725,608- maturing in more than one year 69,750,000 52,178,194

Trade creditors 43,883,192 35,696,360Amounts owed to affiliated undertakings 4,855,865 5,716,252Tax creditors 3,780,638 3,252,059Social security creditors 3,420,730 3,124,797Other creditors 4,968,802 6,792,753

TOTAL CREDITORS 141,607,072 118,307,829

DEFERRED INCOME AND ACCRUED CHARGES 29,842,643 30,101,136

TOTAL LIABILITIES 479,872,428 450,988,287

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balance sheet /// at 31st December 2005 / expressed in euro /

The complete set of full year 2005 results is available at www.luxair.lu//////////// ////// ///20 /// ////// ////////////21

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CHARGES 2005 2004

Consumption of goods for resale, raw materials and consumables 7,208,622 7,676,803Other external charges 158,455,049 149,725,945Staff costs 123,803,854 113,226,827

Wages and salaries 107,658,084 98,659,082

Social security costs accruing by reference to wages and salaries 12,411,242 11,467,028

Company pension plan 3,734,528 3,100,717

Value adjustments in respect of formation expenses and tangible and intangible fixed assets 35,028,862 33,816,089Other operating charges 10,350,234 15,268,414Value adjustments in respect of financial assets and of transferable securities held as current assets 72,729 210,524Interest payable and similar charges

Concerning affiliated undertakings 130,571 136,554

Other interest payable and charges 3,335,915 3,137,300

Extraordinary charges 44,147,583 6,007,719Income tax - 558,290Profit for the financial year 5,528,583 13,391,849

TOTAL CHARGES 388,062,002 343,156,314

INCOME 2005 2004

Net turnover 325,585,715 306,029,238Other operating income 12,466,637 17,562,089Income from participating interests

Derived from affiliated undertakings 2,100,000 8,237,444

Other income 6.099.733 4,435,301

Other interest receivable and similar incomeDerived from affiliated undertakings 35,275 32,987

Other interest receivable and similar income 4,991,127 4,629,490

Extraordinary income 36,783,515 2,229,765

TOTAL INCOME 388,062,002 343,156,314

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profit and loss account ///for the year ended 31st December 2005 /expressed in euro /

//////////// ////// ///22 The complete set of full year 2005 results is available at www.luxair.lu

////// LUXEMBOURG AIRPORT, TARMAC P1, PARKING POSITION F11 ///

LONDON

DUBLIN

MANCHESTER

COPENHAGEN

BERLIN

PARIS

GENEVA

NICE

TURIN

MUNICH

FRANKFURTLUXEMBOURG

VIENNA

BUDAPEST

ROME

BARCELONAMADRID

PORTO

SAARBRUCKEN

MILAN / MALPENSA

LAMEZIA TERMEFARO

ALICANTEIBIZA

PALMA

MADEIRA

MALAGAJEREZ DE LA FRONTERA

TENERIFE

GRAN CANARIA

LANZAROTE

AGADIR

FUERTEVENTURA

MARRAKECH

AJACCIO

CAGLIARI

BASTIA

NAPLES

RIMINI

VENICE

DUBROVNIK

CORFU

CATANIA

MALTA

TUNIS

MONASTIR

DJERBA

CONSTANTA

VARNA

BOURGAS

KOSANTALYA

RHODOS

HERAKLION

HURGHADA

SHARM EL SHEIKH

CITY & HEATHROW

Luxair Destinations /// as of 1st May 2006 /

Destinations Luxair ///au 1er mai 2006 /