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Panevezio Statybos Trestas

Interim / Quarterly Report Aug 30, 2024

2244_iss_2024-08-30_f2bb72ba-3176-459b-9ef6-cb3b2372992d.pdf

Interim / Quarterly Report

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STATEMENT OF EXECUTIVE OFFICERS OF THE COMPANY

Hereby we confirm that based on the information available to us, the interim financial statements of the Company and the Group provided for the six months of the year 2024 prepared in accordance with the International Financial Reporting Standards are true and show the assets, liabilities, financial position, profit or loss and cash flows of Panevezio statybos trestas AB and Panevezio statybos trestas AB Group in a correct manner, and that the review of business development and performance is indicated correctly in the interim report.

Tomas Stukas Mindaugas Ambrasas Managing Director Finance Director

Panevezio statybos trestas AB Panevezio statybos trestas AB

P. Puzino g. 1, 35173, Panevėžys A. s. LT94 7300 0100 0007 4994 El. paštas: [email protected] Įmonės kodas 147732969 AB Luminor Bank www.pst.lt PVM mokėtojo kodas LT477329610 A. s. LT69 4010 0412 0009 0221

AB "Panevėžio statybos trestas" AB SWEDBANK Tel. +370 618 21360

PANEVEZIO STATYBOS TRESTAS AB Consolidated Interim Financial Statements and Consolidated Interim Report for First Half of 2024 (UNAUDITED)

30 August 2024 Panevezys

1. Accounting period covered by the Half-Year Report

This Consolidated Report for the half-year of 2024 covers the period from 1 January 2024 till 30 June 2024.

2. The main data about the Company (the issuer)

Name of issuer Panevezio statybos
trestas
AB
Authorised capital 4,741,500 Euros
Address of registered office P. Puzino Str. 1, LT-35173 Panevezys, Lithuania
Telephone (+370 45) 505 503
Fax (+370 45) 505 520
Legal-organisational form Public Limited Liability Company
Date and place of registration 30 October 1993, Panevezys City Board
Registration No. AB 9376
Register code 147732969
VAT code LT477329610
LEI code 529900O0VPCGEWIDCX35
Administrator of Legal Entity Register State Enterprise Centre of Registers
E-mail [email protected]
Website www.pst.lt

3. Nature of the main operation of the issuer

The main operation area of the Company and its subsidiaries (the Group) is designing and construction of various buildings, structures, equipment and communications and other objects in Lithuania and abroad, sale of construction materials and real estate development. Furthermore, the Company is engaged in rent of premises and machinery.

Vision – To become a reputed construction company in Europe, the first choice for clients in terms of construction companies, which uses advanced technologies, ensures quality and agreed work completions terms.

Mission – While honestly fulfilling our obligations, promoting long-term cooperation and proposing mature solutions in construction, we ensure profitable and sustainable business development, thus creating the value to our clients, shareholders and employees.

Objective To retain the leading position in the construction market by activity volumes, improve by applying innovative company management methods, look for new business areas, investment partners, participate in business development processes, strengthen the position of a builder in the industrial, infrastructural and public construction sectors, promote training and development of employees at all levels.

4. The companies included in the Group of Panevezio statybos trestas AB

As of 30 June 2024, the Group of Panevezio statybos trestas AB included the following companies:

Subsidiary
company
Registration date,
register
administrator
Company
code
Registered
address
Telephone,
e-mail, website
Portion of
shares held
(per cents)
Skydmedis
UAB
17 June 1999
State Enterprise
Centre of Registers
148284718 Pramones Str. 5,
Panevezys
Tel. +370 614 50345
[email protected]
www.skydmedis.lt
100
Vekada UAB 16 May 1994
State Enterprise
Centre of Registers
147815824 Marijonu Str. 36,
Panevezys
Tel. +370 687 74404
[email protected]
www.vekada.lt
100
Alinita UAB 8 December 1997
State Enterprise
Centre of Registers
141619046 Tinklu Str. 7,
Panevezys
Tel. +370 687 52079
[email protected]
www.alinita.lt
Kingsbud
Sp.z o.o.
11 August 2010
District Court in
Bialystok,
XII Economic
Department of
National Court
200380717 A. Patli Str. 12,
16-400 Suwalki,
Poland
Tel. +48 875 655021
+370 655 08404
[email protected]
www.kingsbud.lt
PS Trests SIA 22 May 2000
Centre of Registers,
Republic of Latvia
40003495365 Skultes Str. 28,
Skulte,
Marupes Parish,
Riga Region,
Latvia
Tel. +371 263 05500
[email protected]
100
Seskines
projektai UAB
9 November 2010
State Enterprise
Centre of Registers
302561768 Ukmerges Str. 219,
Vilnius
Tel+370 615 92571
[email protected]
100
Ateities
projektai UAB
25 April 2006
State Enterprise
Centre of Registers
300560621 Ukmerges Str. 219,
Vilnius
Tel. +370 615 92571
[email protected]
100
PST
investicijos
UAB
23 December 1998
State Enterprise
Centre of Registers
124665689 Ukmerges Str. 219,
Vilnius
Tel. +370 615 92571
[email protected]
68
Tauro
apartamentai
UAB
23 October 2018
State Enterprise
Centre of Registers
304937621 Ukmerges Str. 219,
Tel. +370 615 92571
Vilnius
[email protected]
100
Hustal UAB 11 December 2018
State Enterprise
Centre of Registers
304968047 Tinklu Str. 7,
Panevezys
Tel. (+370 45)
585087
[email protected]
www.hustal.eu
100
Aliuminio
fasadai UAB
2 January 2020
State Enterprise
Centre of Registers
305412441 Pramones Str. 5,
Panevezys
Tel. +370 614 20920
[email protected]
www.alfasadai.lt
100

5. Contracts with the intermediary of public trading in securities

The Company has the contract for securities accounting signed with Siauliu bankas AB.

6. Data on trading in securities of the issuer in regulated markets

The ordinary registered shares of Panevezio statybos trestas AB have been on the Official Trading List of Nasdaq Vilnius AB (company symbol PTR1L) since 13 July 2006.

Share type Number of
shares,
pcs.
Par value,
Euros
Total par
value,
Euros
Emission code
ISIN
Ordinary registered shares (ORS) 16,350,000 0.29 4,741,500 LT0000101446

Comparison of PTR1L Panevezio statybos trestas and OMX Vilnius Benchmark GI indexes for the First Half of 2024

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the period covering 2020 through the First Half of 2024 (Euros)

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the First Half of 2024 (Euros)

Table 1. Information on the Company share price at the Stock Exchange Market Nasdaq Vilnius

Indicator 6 months
2024
2023 2022 2021 2020
Highest price, Eur 0.548 0.582 0.694 0.838 0.85
Lowest price, Eur 0.456 0.45 0.50 0.53 0.52
Average price, Eur 0.502 0.514 0.564 0.677 0.629
Share price as of the end of
reporting period, Eur
0.508 0.475 0.518 0.66 0.57
Traded volume, pcs. 441,907 772,677 991,215 2,935,832 1,980,134
Turnover, mln. Eur 0.22 0.4 0.56 1.99 1.25
Capitalisation, mln. Eur 8.31 7.78 8.47 10.79 9.32

7. Authorised capital of the issuer and its structure

As of 30 June 2024, the authorised capital of the company amounted to 4,741,500 Euros divided into 16,350,000 ordinary registered shares (ORS), the nominal value of each share being 0.29 Euros. All shares are non-certificated and fully paid. The proof of ownership is the record in the securities accounts. On 30 June 2024, the total number of shareholders was 1743, whereas on 30 June 2023 there were 1772 shareholders.

Table 2. The shareholders holding or controlling more than 5 per cents of the authorised capital of the Company:

Full name of a shareholder (company
name, type, headquarter address,
company code)
Number of ordinary
registered shares held by
a shareholder under
ownership right (pcs.)
Percentage of
authorized
capital held
Percentage of votes
granted by shares held
under ownership right
HISK AB
S. Kerbedzio Str. 7, Panevezys
Company code: 147710353
8,138,932 49.78 49.78
Other shareholders 8,211,068 50.22 50.22

None of the shareholders of the issuer has any special control rights. All shareholders have equal rights prescribed by Section 4 of the Law on Companies of the Republic of Lithuania.

The number of shares carrying votes at the General Meeting of Shareholders of Panevezio statybos trestas AB is 16,350,000.

8. Fair review of position, performance and development of the Company and the Group, description of the principal risks and uncertainties the Company faces

Key events of the reporting period

The key events that occurred during 2024 and were published through the GlobeNewswire information system are listed below.

23 January 2024. Panevezio statybos trestas AB, the former CEO of the Company, D. Gesevicius, and the insurers R&Q Syndicate Management Limited and Marco International Insurance Company Limited signed the settlement agreements, on the basis of which all legal and arbitration disputes regarding the civil liability of the former CEO of the Company, D. Gesevicius, (for the fine imposed by the decision No. 2S-11(2017) of the Competition Council dated 20 December 2017) and payment of the insurance benefit related to it will be amicably ended. Referring to the concluded settlement agreements, the insurers will pay the sum amounting to 1 200 00 Euros in favour of Panevezio statybos trestas AB, and Panevezio statybos trestas AB will waive all its claims against the insurers and the former CEO, D. Gesevicius.

28 March 2024. The Company informed that that the Board Member Gvidas Drobuzas had resigned as a Board Member of the Company.

30 April 2024. The Ordinary General Meeting of Shareholders of Panevezio statybos trestas AB took place. The Ordinary General Meeting of Shareholders did not come to the decision to pay dividends.

6 June 2024. The Company informed that Alinita UAB, a company belonging to Panevezio statybos trestas AB Group, engaged in installation and designing of indoor engineering systems, had been facing financial difficulties and planned to start the restructuring process. With reference to the forecast of activity plans, duration of the restructuring process should not exceed the period of 4 years from the date of the court order approving the restructuring plan.

9 July 2024. Panevezio statybos trestas AB informed the shareholders that seeking to make better use of available resources and make operations more efficient, the activities of the branches Klaipstata, Genranga and Konstrukcija will be transferred to the parent Company.

Risk factors related to operation of the Company

In their operation, both the Company and the Group face various types of risks, such as legal regulation, severe competition, shortage of qualified labour, cyclical nature of economy, inconsistency of orders, fluctuating material prices in the global market, increase of material prices, macroeconomic factors, damping, environmental requirements and climate change. However, only a few of them may have significant impact on the performance results of the Group and the Company. The main factors that create business risk for the Company and the Group are competition in the construction market and changes in the demand for construction services. The demand for construction services also depends heavily on the volume of investments and financing received from the EU structural funds. Increase and fluctuation of material and service prices together with the risk of disturbances in the supply chain make the process of the project budgeting and possibility to complete the already started projects based on the planned costs more difficult. This results in extra risk for performance of fixed price construction contracts and reduces profitability of projects. Tightening environmental and energy efficiency requirements that can increase the cost and complexity of projects. The processes related to building permit are sometimes slow and bureaucratic, thus causing delays in the project start dates. Furthermore, activity of the Company and the Group is influenced by the economic situation (economic cycles), geopolitical changes in Lithuania and the countries where the Group companies operate, Russia's military invasion of Ukraine. There is still some uncertainty about the trends in global economic development. The climate change can affect the conditions of construction works. Unusual weather conditions can cause project delays, increasing costs and financial risks.

Information on the types of financial risks and risk management is provided in the Notes to the Separate Financial Statements (Note 4) and Consolidated Financial Statements (Note 4). Legal uncertainties are provided in the Notes to the Separate Financial Statements (Note 28) and Consolidated Financial Statements (Note 27).

9. Analysis of financial and non-financial performance, information related to environment and employee matters

The consolidated revenue of Panevezio statybos trestas AB Group amounted to 53.36 mln. Euros, which decreased by 10 per cents compared to that for the first half of 2023 when the revenue of the Group had been 59.690 mln. Euros. Over the accounting period of the first half of 2024, the Group incurred the net loss in the amount of 2.25 mln. Euros. In the first half of 2023, the Group had the net profit in the amount of 4.228 mln. Euros.

Referring to the unaudited data, over the first six months of 2024, the turnover of Panevezio statybos trestas AB amounted to 39.118 mln. Euros, that is by 2.7 per cents lower than over the first six months of 2023. The turnover of Panevezio statybos trestas AB over the first six months of 2023 was 40.191 mln. Euros. In the first half of 2024, Panevezio statybos trestas AB incurred the net loss in the amount of 1.38 mln. Euros. Over the first half of 2023, the net loss of Panevezio statybos trestas AB amounted to 0.919 mln. Euros.

EBITDA of Panevezio statybos trestas AB Group for the six months of 2024 was negative and amounted to -1.05 mln. Euros whereas for the first half of the year 2023 EBITDA amounted to 1.972 mln. Euros. EBITDA of Panevezio statybos trestas AB for the six months of 2024 was negative and amounted to -1.542 mln. Euros compared to -0.845 mln. Euros for the first half of 2023.

Group Company
First half
of 2022
First half
of 2023
First half
of 2024
Items First half
of 2022
First half
of 2023
First half
of 2024
55,150 59,690 53,360 Revenue 35,736 40,191 39,118
50,527 52,746 50,772 Cost 34,588 37,717 38,653
4,623 6,944 2,588 Gross profit 1,148 2,474 465
8.38 11.63 4.85 Gross profit margin (per cents) 3.21 6.16 1.19
-301 1,399 -1,591 Operating result -2,186 -1,205 -1,798
-0.55 2.34 -2.98 Operating result from turnover (per
cents)
-6.12 -3.00 -4.60
309 1,972 -1,050 EBITDA1 -1,715 -845 -1,524
0.56 3.30 -1.97 EBITDA margin (per cents) -4.80 -2.10 -3.90

Table 3. The results of the Company and the Group of Panevezio statybos trestas AB for the First Half of 2020 through the First Half of 2024 (thousand Euros):

Panevezio statybos trestas AB Interim Financial Statements for Six Months of 2024

Group Company
First half
of 2022
First half
of 2023
First half
of 2024
Items First half
of 2022
First half
of 2023
First half
of 2024
-466 4,228 -2,250 Net profit -1,837 -919 - 1,380
-0.84 7.08 -4.22 Nets profit (loss) margin (per cents) -5.14 -2.29 -3.53
-0.029 0.259 -0.138 Earnings per share (Euros) (EPS) 2 -0.112 -0.056 -0.084
-1.61 13.64 -7.71 Return on equity (per cents) (ROE)3 -8.66 -4.38 -7.47
-0.54 4.71 -2.66 Return on assets or asset
profitability (per cents) (ROA)4
-3.80 -1.75 -2.95
-0.92 8.15 -4.44 Return on investments (per cents)
(ROI)5
-8.44 -4.30 -6.71
1.27 1.17 1.15 Current liquidity ratio6 1.04 1.08 1.02
0.91 0.89 0.85 Critical liquidity ratio7 0.81 0.88 0.83
0.33 0.34 0.34 Equity ratio 8 0.42 0.39 0.39
1.76 1.91 1.72 Book value per share9 1.24 1.26 1.09
0.31 0.26 0.29 Ratio of share price and book
value (P/BV)10
0.44 0.40 0.47

1EBITDA (over relevant period) = operating profit + depreciation (amortization). The essence of EBITDA indicator is to determine the most objective profit (loss) of the company, which is least dependable on circumstances (least variable). 2Earnings per share (Euros) = net profit (loss) / number of issued shares

3Return on equity (per cents) (ROE) = net profit / equity capital (a portion equity capital belonging to the shareholders)

4Return on assets (ROA) or asset profitability = net profit / assets

5Return on investments (ROI) = net profit / (equity capital + non-current debts)

6Current liquidity ratio = current assets / current liabilities

7Critical liquidity ratio = (current assets – inventories) / current liabilities

8Equity ratio = equity capital / assets

9Book value per share = equity capital / number of shares

10Price-to-book ratio (P/B ratio) = share price as of the end of reporting period / share book value

Revenue (mln. Euros) by activity types:

The main revenue of the Company by activity types is from construction and erection activities. The revenue of the Group from construction and erection totalled 78.8 per cents, the revenue from real estate was 2.2 per cents, the revenue from made products and other revenue amounted to 19 per cents of the total revenue. In the first half of 2023, the revenue of the Group from construction and erection totalled 73.8 per cents, the revenue from real estate was 1.9 per cents, the revenue from made products and other revenue amounted to 24.3 per cents.

Revenue (mln. Euros) by countries:

In the first half of 2024, the main activities of Panevezio statybos trestas AB were carried out in Lithuania. The revenue of the Company from these activities over the first half of 2023 made 98.3 per cents. The revenue of the Group from the works carried out inside the country made 85.8 per cents of the revenue, the revenue in the Scandinavian countries was 11.7 per cents. In the first half of 2023, the revenue inside the country made 80,2 per cents of the revenue, 18.5 per cents in the Scandinavian countries.

Information on any transactions with related parties as prescribed by Paragraph 2, Article 37 of the Law on Companies.

There were no such transactions concluded.

Environmental protection

Work quality, sustainability, environment protection, occupational health and safety play a very important role in activities of Panevezio statybos trestas AB. Quality Management (ISO 9001), Environmental Management (ISO 14001) and Occupational Health and Safety Management (OHSAS 18001) Systems introduced and available at the Company allow taking proper care of these significant factors. Assessment of occupational risk is carried out, analyses are performed and measures for risk reduction or elimination are taken on each site. For the purposes of environment and resource protection and sustainability, ensuring pollution prevention, in the beginning of each project the environmental plan including specific measures for control of significant aspects of environment protection and activities performed is prepared.

The companies of the Group also have Quality, Environmental and Occupational Health and Safety Management Systems in accordance with the requirements of LST EN ISO 9001:2015, LST EN ISO 14001:2015 and LST ISO 45001:2018 introduced and successfully functioning.

In 2023, the Lithuanian National Accreditation Bureau accredited the Construction Laboratory of the Company according to LST EN ISO/IEC 17025:20185 thus granting it the right to perform tests of building materials for the period of 5 years.

Employees

As of 30 June 2024, the number of employees in Panevezio statybos trestas AB was 449, in the Group – 685. As of 30 June 2023, the number of employees in the Company was 546, in the Group – 822.

The majority of employees in both the Group and the Company are male. Male employees make up 86 per cents of all employees in the Group and 85 per cents in the Company. This is greatly influenced by the specifics of the activity performed, i.e. female employees are less likely to choose technological work performed in construction, as well as specialties of the construction-technical engineering profile directly related to these works and work in outdoor conditions.

Table 4. Average number of employees

Average number of First
half of 2023
First
half of 2024
employees Group Company Group Company
Managers 22 11 20 10
Specialists 306 222 271 193
Workers 490 304 434 272
Total 818 537 725 475

Table 5. Education level of the Group employees as of the end of the period

PST Group
employees
Payroll
number
Higher
university
education
Higher non
university
education
Junior
college
education
Secondary
education
Incomplete
secondary
education
Managers 18 17 0 1 0 0
Specialists 266 201 32 19 14 0
Workers 401 17 8 58 287 31
Total 685 235 40 78 301 31

Table 6. Average monthly gross pay per employee (Euros)

First
half of 2023
First
half of 2024
Group Company Group Company
Managers 4,636 5,617 4,708 5,927
Specialists 2,637 2,647 2,849 2,912
Workers 2,067 2,031 2,226 2,222
Total 2,379 2,383 2,582 2,636

Over the first half of 2024, the natural turnover of employees took place. Employment contracts do not include any special rights and obligations of employees or some part of them.

10. Information on research and development activities performed by the Company and the Group

The Company and companies of the Group continually pay much attention to increase of operational management efficiency, improvement of construction work quality and introduction of modern technologies. We are looking for the ways to make activities more efficient, apply innovative and resourcesaving process management methods, improve working conditions of employees, improve quality of services.

Realizing that construction activities leave a fairly significant footprint for nature and people, we make emphasis on the sustainability issue in our operation. We strive to analyse the impact of our operation on the environment and implement the solutions to consistently reduce the emissions of CO2, negative influence on the health of our employees, surrounding communities and nature.

By optimizing production processes, we aim to reduce the amount of energy used in our activities. We invest in more effective work equipment, technologies allowing to generate and use green energy.

To maintain the highest competence in the construction sector, the Company in cooperation with our partners strives for a wider application of the digital model (BIM) principles in development project management.

11. Procedure for amendment of the Articles of Association of the issuer

Any amendments of the Articles of Association of Panevezio statybos trestas AB are made following the procedure prescribed in the regulations of the Republic of Lithuania.

12. Bodies of the issuer

Referring to the Articles of Association of Panevezio statybos trestas AB, the management bodies of the Company are the General Meeting of Shareholders, the Board and the Managing Director. The Supervisory Council is not formed in the Company.

The General Meeting of Shareholders is the highest governing body of the Company, resolving the issues assigned to its competence by the Law on Companies and the Articles of Association of the Company. The competence of the General Meeting of Shareholders does not differ from that of the competence prescribed by the Law on Companies.

According to the Law on Companies of the Republic of Lithuania, one collegial management body may be formed in the Company. The Board consists of 5 (five) members, who are elected by the General Meeting of Shareholders for the period of 4 (four) years. They represent the shareholders and perform supervisory and control functions. The activities of the Board are managed by the Chairman. The Board elects the Chairman from the members of the Board.

The Chief Executive Officer of the Company is the Managing Director. The Managing Director is the sole governing body of the Company. The Managing Director is the main person managing and representing the Company. The Board elects and dismisses the Chief Executive Officer of the Company – the Managing Director, fixes his salary, sets other terms and conditions in the employment contract with him, approves his job description, gives incentives and imposes penalties. The Managing Director shall organize the activities of the Company.

The Board:

The Board Members of Panevezio statybos trestas AB were elected for the new term of 4 (four) years at the General Meeting of Shareholders hold on 9 April 2021. The term of office for all the Board Members will expire on 9 April 2025.

JUSTAS JASIUNAS, Chairman

Educational background: Mykolas Romeris University, Master in Law.

Place and position of employment: Consultant at Panevezio statybos trestas AB (company code 147732969, P. Puzino Str. 1, Panevezys).

Participation in activities of other companies: Board Member at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys),

Chairman at Aliuminio fasadai UAB (company code 305412441, Pramones Str. 7, Panevezys), Chairman at Vekada UAB (company code 147815824, Marijonu Str. 36, Panevezys), Board Member at Skydmedis UAB (company code 148284718, Pramones Str. 5, Panevezys), Board Member at PST investicijos UAB (company code124665689, Ukmerges Str. 219, Vilnius), Board Member at Lauktuves Jums UAB (company code 147797155, Laisves Sq. 26, Panevezys), Board Member at Gustoniu zemes ukio technika UAB (company code 168581940, S. Kerbedzio Str. 7F, Panevezys).

As of 30 June 2024, held no shares of the Company.

KRISTINA MACIULIENE, Board Member

Educational background: Kaunas University of Technology, Bachelor in Business Administration, Lithuanian University of Law, Master in Law.

Place and position of employment: Expert-Consultant at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys).

Participation in activities of other companies: Board Member at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys),

Chairman at Skydmedis UAB (company code 148284718, Pramones Str. 5, Panevezys),

Chairman at Hustal UAB (company code 148284860, Tinklu Str. 7, Panevezys),

Board Member at Vekada UAB (company code 147815824, Marijonu Str. 36, Panevezys),

Board Member at Aliuminio fasadai UAB (company code 305412441, Pramones Str. 5, Panevezys),

Chairman at Lauktuves Jums UAB (company code 147797155, Laisves Sq. 26, Panevezys),

Chairman at Gustoniu zemes ukio technika UAB (company code 168581940, S. Kerbedzio Str. 7F, Panevezys).

As of 30 June 2024, held 10 (ten) shares of the Company.

LINA SIMASKIENE, independent Board Member

Educational background: Kaunas University of Technology, Engineer-Economist.

Place and position of employment: Chief Financial Officer at IOCO Packaging UAB (company code 110564826, Pusaloto Str. 212, Panevezys).

Participation in activities of other companies: Chief Accountant at IOCO UAB (company code 302547850, Verkiu Str. 25C-1, Vilnius),

Chief Accountant at Pokstas UAB (company code 168424572, Gustonys Vlg., Naujamiestis Eldership, Panevezys District Municipality),

Chief Accountant at Stenrosus UAB (company code 300007108, B. Sruogos Str. 6-14, Vilnius). As of 30 June 2024, held no shares of the Company.

DARIJUS VILCINSKAS, independent Board Member (elected on 31 October 2023)

Educational background: Vilnius Gediminas Technical University (VILNIUS TECH), Master Degree. Place and position of employment: Director at VIP Centras UAB, Director at Balance Investments UAB, Director at Restoda UAB. Participation in activities of other companies: Board Member at Hunting Club Truskava. As of 30 June 2024, held no shares of the Company.

GINTAUTAS MAZEIKA

Educational background: Finance and Business Administration (EMBA). Place and position of employment: Executive Partner at Mazeika and Partners UAB. Participation in activities of other companies: Board Member at PRO BRO Group UAB, Independent Board Member at Svaros broliai UAB, Chairman at Sypsenos akademija UAB. As of 30 June 2024, held no shares of the Company.

As the data of the Board Member elected by the resolution of the shareholders adopted at the General Meeting of Shareholders of Panevezio statybos trestas AB on 30 April 2024 have not been registered with the Register of Legal Entities within the period of 30 days as provided for in Paragraph 3, Article 2.66 of the Civil Code of the Republic of Lithuania, the Board Member is subject to re-election. For this reason, on the initiative and following the resolution of the Board of Panevezio statybos trestas AB, the Extraordinary General Meeting of Shareholders of Panevezio statybos trestas AB (address of registered office P. Puzino Str. 1, Panevezys, company code 147732969) for re-election of the Board Member to be settled is convened on 25 September 2024.

Administration:

TOMAS STUKAS – Head of Administration, Managing Director of the Company. Educational background: Vilnius Gediminas Technical University, Bachelor in Industrial Engineering, Vilnius Gediminas Technical University, Master in Industrial Engineering. As of 30 June 2024, held no shares of the Company.

MINDAUGAS AMBRASAS – Finance Director of the Company (from 29 July 2024). Educational background: Vilnius University, Master in Economics. As of 30 June 2024, held no shares of the Company.

DANGUOLE SIRVINSKIENE – Chief Accountant of the Company. Educational background: Lithuanian Academy of Agriculture, Accounting - Economics. As of 30 June 2024, held no shares of the Company.

In the first half of 2024 neither the Board Members nor the top managers of Panevezio statybos trestas AB were granted loans, given guarantees and sureties, had any property transfers to them.

Audit Committee

Following Article 52 of the Law on Audit of the Republic of Lithuania, the General Meeting of Shareholders of Panevezio statybos trestas AB elects the Audit Committee. The Audit Committee consists of three members, one of them being independent. The term of office of the Audit Committee is one year. The continuous term of office of a committee member cannot exceed 12 years.

The duties of the Audit Committee are as follows:

1) to monitor the financial reporting process;

2) to monitor effectiveness of the company's internal control, risk management and internal audit, if applicable, systems;

3) to monitor carrying out of the audit;

4) to monitor independence and objectivity of the auditor or audit company.

The following members were elected to the Audit Committee at the Annual General Meeting of Shareholders of Panevezio statybos trestas AB on 30 April 2024:

Drasutis Liatukas – Independent Auditor, Head of and Auditor at Finansu auditorius UAB. Holds no shares of the Company.

Irena Kriauciuniene – Independent Auditor. Holds no shares of the Company.

Lina Rageliene – Accountant at Panevezio statybos trestas AB. Holds no shares of the Company.

13. Information about public information

Following the requirements of the Law of the Republic of Lithuania, all main events concerning the Company and information about the time and venue of the General Meeting of Shareholders are published on the website of the Company https://www.pst.lt/en/investuotojams and in AB NASDAQ Vilnius (www.nasdaqomxbaltic.com ) Stock Exchange.

14. Information on compliance with the Governance Code

The Company complies with the procedure of company management set forth by the Law on Companies of the Republic of Lithuania.

The Company partially complies with the Governance Code applicable to the companies that are on the list of the Vilnius Stock Exchange. During the six months of 2024, there were no essential changes related to the company's notification on compliance with the Governance Code for the year 2023 applicable to the companies that are on the list of NASDAQ OMX VILNIUS Stock Exchange.

The annual report of the Company will include the more detailed explanation of how the Company complies with the recommendations of the Governance Code.

15. Unaudited financial statements

Statement of Comprehensive Income

thousand Euros
GROUP COMPANY
6 months of
2024
6 months of
2023
STRAIPSNIAI 6 months
of 2024
6 months
of 2023
53,360 59,690 REVENUE FROM SALES 39,118 40,191
-50,772 -52,746 COST OF SALES -38,653 -37,717
2,588 6,944 GROSS PROFIT (LOSS) 465 2,474
836 803 Other income 534 670
-301 -294 Selling expenses -221 -185
-3,916 -5,176 Administrative expenses -2,362 -3,682
-798 -878 Other expenses -214 -482
-1,591 1,399 OPERATING PROFIT (LOSS) -1,798 -1,205
-942 3,019 FINANCE AND INVESTMENT
ACTIVITIES
53 106
0 3,745 Income from company winding-up - -
9 76 Other finance income 248 256
-951 -802 Expenses -195 -150
-2,533 4,418 PROFIT (LOSS) BEFORE TAX -1,745 -1,099
283 -190 Income tax 365 180
-2,250 4,228 NET PROFIT (LOSS) -1,380 -919
-2,229 4,249 Attributable to shareholders - -
-21 -21 Attributable to minority interest - -

Statement of Financial Position

thousand Euros

GROUP COMPANY
30 June 2024 31 Dec. 2023 ASSETS 30 June 2024 31 Dec. 2023
46,015 45,651 Non-current assets 19,952 19,167
238 210 Intangible assets 139 150
43,395 43,472 Tangible assets 8,025 7,892
896 890 Investment and amounts receivable in one
year
10,532 10,234
1,486 1,079 Deferred tax assets 1,256 891
36,676 40,720 Current assets 26,015 28,560
9,605 8,969 Inventories 5,017 4,634
657 1,110 Prepayments 485 1,050
20,634 19,462 Trade receivables 18,577 16,288
682 1,132 Other current assets 1,508 1,463
5,098 10,047 Cash and cash equivalents 428 5,125
82,691 86,371 Total assets: 45,967 47,727
30 June 2024 31 Dec. 2023 EQUITY AND LIABILITIES 30 June 2024 31 Dec. 2023
28,052 30,294 Equity 17,789 19,169
4,742 4,742 Share capital 4,742 4,742
3,696 3,805 Reserves 2,190 2,296
19,633 21,764 Retained earnings 10,857 12,131
-19 -17 Translation reserve - -
80 -47 Minority interest - -
0 5 Grants and liabilities - -
54,559 56,119 Amounts payable and liabilities 28,178 28,558
22,675 23,718 Amounts payable after one year and
non-current liabilities
2,792 3,593
20,150 21,182 Loans and other financial liabilities 2,320 3,017
462 583 Provisions 247 351
1,318 1,236 Deferred tax liabilities - -
745 717 Other amounts payable and non-
current liabilities
225 225
31,884 32,401 Amounts payable in one year and
current liabilities
25,386 24,965
3,214 6,208 Loans and financial liabilities 2,529 5,511
20,382 17,859 Trade payables 17,516 14,595
21 147 Income tax payable - -
8,267 8,187 Other amounts payable and current
liabilities
5,341 4,859
82,691 86,371 TOTAL EQUITY AND LIABILITIES: 45,967 47,727

Separate statement of changes in equity

thousand Euros Share
capital
Non-current
tangible asset
revaluation
reserve
Legal
reserve
Retained
profit
Total
Balance as of 1 January 2024 4,742 1,822 475 12,131 19,170
Net profit (loss) for 2024 0 0 0 -1,380 -1,380
Depreciation of revalued assets 0 -107 0 106 -1
Balance as of 30 June 2024 4,742 1,715 475 10,857 17,789
Balance as of 1 January 2023 4,742 2,034 475 14,197 21,448
Net profit (loss) for 2023 0 0 0 -919 -919
Depreciation of revalued assets 0 -106 0 107 1
Balance as of 30 June 2023 4,742 1,928 475 13,385 20,530

Consolidated statement of Changes in Equity

thousand Euros Share
capital
Revaluation
reserve
Legal
reserve
Currency
translation
reserve
Retained
earnings
Attributable
to equity
holders of
parent
company
Non
controlling
interest
Total
Balance as of 1 January 2024 4,742 3,071 734 -17 21,764 30,294 -47 30,247
Net profit (loss) for 2024 0 0 0 0 -2,247 -2,247 -35 -2,282
Currency translation effect 0 0 0 -2 0 -2 0 -2
Elimination of non-controlling
interest
0 8 0 0 0 8 162 170
Depreciation transfer for buildings 0 -117 0 0 116 -1 0 -1
Balance as of 30 June 2024 4,742 2,962 734 -19 19,633 28,052 80 28,132
Balance as of 1 January 2023 4,742 3,355 734 3,682 18,200 30,713 1,373 32,086
Net profit (loss) for 2023 0 0 0 0 4,249 0 -21 4,228
Currency translation effect 0 0 0 -3,697 0 -3,697 38 -3,659
Dividends 0 0 0 0 0 0 -24 -24
Repayment of share capital 0 0 0 0 0 0 -1,449 -1,449
Decrease in revaluation reserve 0 -126 0 0 126 0 0 0
Balance as of 30 June 2023 4,742 3,229 734 -15 22,575 31,265 -83 31,182

Statement of Cash Flows

thousand Euros

GROUP COMPANY
6 months
of 2024
6 months
of 2023
6 months
of 2024
6 months
of 2023
Cash flows from operating activities
-2,250 4,228 Depreciation and amortization -1,381 -919
541 573 Profit (loss) from transfer of non-current assets 274 360
12 -2 Other non-cash items -27 0
-243 -189 Depreciation and amortization -374 -180
-1,940 4,610 -1,508 -739
-355 -439 Change in inventories -375 -590
-274 -890 Change in contracts in progress -2 -247
-1,102 -2,527 Change in trade receivables -2,285 -2,514
453 48 Change in prepayments 565 -187
-80 -61 Change in amounts receivable after one year -36 3
450 889 Change in other assets -42 175
2,523 1,834 Change in trade payables 2,921 1,615
188 -67 Change in prepayments received 330 -339
-1,028 -2,368 Change in provisions and other liabilities -629 -5 520
-1,165 1,029 -1,061 -8,343
783 -4,401 Elimination of results from finance and investing
activities
-94 -180
-382 -3,372 Net cash flows from operating activities -1,155 -8,523
Cash flows from investing activities
-454 -510 Acquisition of non-current assets (excl. investments) -414 -417
15 4 Disposal of non-current assets (excl. investments) 44 3
0 0 Acquisition of long-term investments -30 0
0 0 Return on long-term investments 0 3,127
0 0 Loans granted 0 0
0 1 Loans recovered 48 1
2 0 Dividends and interest received 2 55
-437 -505 Net cash flows from investing activities -350 2,769
Cash flows from financing activities
0 -24 Dividends paid 0 0
9,458 4,923 Increase in loans and financial liabilities 9,458 4,923
-12,776 -336 Decrease in loans and financial liabilities -12,440 0
-12 -12 Payment of finance lease liabilities 0 0
-800 -580 Interest paid -210 -106
-4,130 3,971 Net cash flows from financing activities -3,192 4,817
-4,949 94 Increase (decrease) in net cash flows -4,697 -937
10 047 8 955 Cash and cash equivalents in the beginning of the
period
5 125 5 013
5 098 9 049 Cash and cash equivalents at the end of the period 428 4 076

EXPLANATORY NOTE

General information

Panevezio statybos trestas AB (hereinafter 'the Company') was established in 1957 and at that time was known as the North Lithuania Construction Trust. In 1991, the Company was registered as a State Company. On 30 October 1993, the State Company was reorganized to a Public Limited Liability Company. Company code 147732969, VAT code LT477329610. Registration certificate No. 013732 issued on 27 September 2004 by the State Register Centre Panevezys Branch.

In the first half of 2024 the Company comprised the following branches: Gerbusta, Pastatu apdaila, Genranga, Konstrukcija and Klaipstata. Seeking to make better use of available resources and make operations more efficient, Panevezio statybos trestas AB transferred the activities of the branches Klaipstata, Genranga and Konstrukcija to the parent Company. This decision will allow to focus even more on providing top quality services to our clients. The branch Klaipstata was deregistered from the Centre of Registers on 16 July 2024 and the branch Genranga was deregistered on 30 July 2024. The Company has its permanent establishments in Latvia and the Kingdom of Sweden. The financial year of the Company is the calendar year. The period of commercial-economic operation of the Company is unlimited.

The main operations of the Company and its subsidiaries (the Group) is designing and construction of various buildings, structures, facilities, communications and other similar objects in Lithuania and abroad, real estate development.

Basis of interim financial statement preparation

Separate and consolidated financial statements were prepared according to the international standards of financial accounting applicable in the European Union.

The same accounting principles are applicable to both – interim and annual financial statements.

The following currency rates (amount of currency for 1 Euro) were used when preparing the interim financial statement:

Currency 30 June 2024 30 June 2023
1 PLN 4.3090 4.4485

Principles of consolidation

Subsidiary companies are the companies controlled by the parent company. Such control is defined as a capability to a company to have determinant effect on other company, manage and influence financial and economic activities to get benefit from that company. For the purposes of control assessment, the total available number of shareholder votes at the General Meeting of Shareholders is considered. The financial statements of subsidiary companies are included into the Consolidated Financial Statement from the day of control gain and are excluded from the day of control loss. During consolidation of financial statement, the income and expenses, amounts receivable and payable and unrealized results of the Group are eliminated.

Investments

Over the first half of 2024 the investments of the Group in acquisition of non-current assets amounted to 454 thousand Euros.

Panevezio statybos trestas UAB acquired non-current assets for 414 thousand Euros. During the first half of 2024 the costs related to depreciation and amortization of the assets of the Group amounted to 541 thousand Euros, including 274 thousand Euros accounted for in the Financial Statements of Panevezio statybos trestas AB.

Assets and liabilities

There were no significant events.

Segments

as of 30 June 2024
(thousand Euros)
Construction Metal
structures
Panel houses Other
activities
Total
segments
Elimination
of internal
transactions
Total Group
Revenue
Third parties 41,877 3,304 3,545 4,634 53,360 0 53,360
Internal transactions 934 0 0 1,085 2,019 2,019 0
Total revenue 42,811 3,304 3,545 5,719 55,379 2,019 53,360
Other revenue 342 4 10 480 836 0 836
Expenses
Depreciation and amortization -364 -45 -71 -61 -541 0 -541
Other, general administrative and
selling expenses
-43,565 -3,222 -3,306 -4,355 -54,448 0 -54,448
Interest costs -191 -1 0 -608 -800 0 -800
Interest income 0 0 0 0 0 0 0
Net financial activities (except
interest)
-143 0 -4 5 -142 0 -142
Other expenses -271 -4 -10 -513 -798 0 -798
Income tax expenses 410 0 -27 -100 283 0 283
Segment result -971 36 137 567 -231 2,019 -2,250
Segment assets 55,273 4,201 4,286 41,025 104,785 -22,094 82,691
Segment liabilities 32,426 1,190 2,264 31,083 66,963 -12,404 54,559

Loans and other financial liabilities of the Group

(thousand Euros) 30 June 2024 31 Dec. 2023
Loans 19,624 22,943
Leasing (financial lease) liabilities
Debt to the Competition Council
27
3,713
38
4,409
Total loans and other financial liabilities 23,364 27,390
Non-current liabilities 20,150 21,182
Current liabilities 3,214 6,208
Total loans and other financial liabilities 23,364 27,390

The loan breakdown is provided below:

Total loans 19,624 22,943
OP Corporate Bank plc. Lithuanian Branch
(overdraft)
Sept. 2024 1,137 4,120
AS Citadele banka Lithuanian Branch July 2026 9,250 9,416
OP Corporate Bank plc. Lithuanian Branch July 2026 9,237 9,407
(thousand Euros) Valid till 30 June 2024 31 Dec. 2023

Guarantees, sureties

As of 30 June 2024, the guarantees provided by credit institutions for performance of the contracts and liabilities of Panevezio statybos trestas AB amounted to 14,725 thousand Euros. The guarantees provided by insurance companies for performance of contracts and obligations of the companies of Panevezio statybos trestas AB Group amounted to 10,391 thousand Euros, of which 9,805 thousand Euros are for performance of contracts and obligations of Panevezio statybos trestas AB. Furthermore, the Company has the sureties issued to insurance companies for the amount of 502 thousand Euros related to fulfilment of liabilities by the subsidiaries.

Dividends

The Ordinary General Meeting of Shareholders of Panevezio statybos trestas AB held on 30 April 2024 failed in taking the resolution to pay the dividends to the shareholders.

Transactions with associated parties

There were no significant transactions made with any associated parties.

Key events and contingent liabilities

As a defendant, the Company is participating in the judicial proceedings where the claimant, DG Paupio verslo namai UAB (former Naujasis Užupis) filed a claim on 7 April 2023 against the defendants, Ergo Insurance and Panevezio statybos trestas AB, for compensation of the costs related to the work defect elimination and award of penalties for the total amount of 1.15 million Euros. As the defendants fundamentally disagree with the claims, the dispute was brought before the court. On 3 April 2024, Vilnius District Court reduced the amount to be recovered to 219 thousand Euros. The plaintiff lodged an appeal with the Court of Appeal of Lithuania.

Taking into account all the facts and circumstances known to the management of the Company, the management believes that it is more likely than not that the Company will obtain a favourable judgement in this matter, therefore, in preparation of these financial statements no provision related to the described judicial proceedings has been accounted for.

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