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Panevezio Statybos Trestas

Interim / Quarterly Report Aug 28, 2020

2244_iss_2020-08-28_26b57a4c-9e9e-4a54-96fa-f03c0dbad8d9.pdf

Interim / Quarterly Report

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PANEVEZIO STATYBOS TRESTAS AB Consolidated Interim Financial Statements and Consolidated Interim Report for the First Half of 2020 (UNAUDITED)

28 August 2020 Panevezys

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 2020 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.

Egidijus Urbonas Managing Director Panevezio statybos trestas AB

Danguole Sirviskiene

Chief Accountant Panevezio statybos trestas AB

AB "Panevėžio statybos trestas" P. Puzino g. 1, LT-35173 Panevėžys Įmonės kodas 147732969 PVM mokėtojo kodas LT477329610 Tel. +370 45 505 503 Faks. +370 45 505 520 EI. paštas: [email protected] www.pst.lt

AB Luminor Bank A/s LT694010041200090221 AB SWEDBANK A/s LT947300010000074994

1. Accounting period covered by the Semi-Annual Report

This Consolidated Report for the half-year of 2020 covers the period from 1 January 2020 till 30 June 2020.

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
Hax (+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 52990000VPCGEWIDCX35
Administrator of Legal Entity Register State Enterprise Centre of Registers
E-mail pst(a)pst.lt
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 building 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, 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.

Target

To retain the leading position in the construction market by creating the added-value to our clients, shareholders and employees.

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

As of 31 June 2020, the Group of Panevezio statybos trestas AB included the following companies:

Subsidiary
company
Registration date,
register
administrator
Company
code
Registered
address
Telephone, fax,
e-mail, website
Portion of
controlled
shares
(per cents)
Skydmedis
UAB
17 June 1999
State Enterprise
Centre of Registers
148284718 Pramones Str. 5,
Panevezys
Tel. (+370 45) 467626
Fax (+370 45) 460259
info a skydmedis.lt
www.skydmedis.lt
100
Metalo meistrai
UAB
16 June 1999
State Enterprise
Centre of Registers
148284860 Tinklu Str. 7,
Panevezys
Tel. (+370 45) 461677
Fax (+370 45) 585087
[email protected]
www.metalomeistrai.lt
100
Vekada UAB 16 May 1994
State Enterprise
Centre of Registers
147815824 Marijonu Str. 36,
Panevezys
Tel. (+370 45) 461311
Fax (+370 45) 461311
[email protected]
www.vekada.lt
95.6
Alinita UAB 8 December 1997
State Enterprise
Centre of Registers
141619046 Tinklu Str. 7,
Panevezys
Tel. (+370 45) 467630
Fax (+370 45) 467630
[email protected]
www.alinita.lt
100
Kingsbud Sp.z
0.0.
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) 655 021
Fax (+48 875) 655 021
biuro(@kingsbud.pl
www.kingsbud.lt
100
PS Trests SIA 22 May 2000
Centre of Registers,
Republic of Latvia
40003495365 Skultes Str. 28,
Skulte,
Marupes Parish, Riga
Region, Latvia
Tel. +371 29525066 100
Teritorija OOO 3 June 2013
Kaliningrad Obl.
Federal Tax Service
Inspection No. 12
3528202650 Lunacharskogo
Drive 43-27.
Cherepovets,
Bologda Obl.,
Russian
Federation
Tel. +7 9097772202 Fax
+7 9217234709
baltevromarketao a
mail.ru
maslena] 1 @mail.ru
87.5
Seskines
projektai UAB
9 November 2010
State Enterprise
Centre of Registers
302561768 Verkiu Str. 25C,
Vilnius
Tel. (+370 5) 2102130
Fax (+370 5) 2102131
[email protected]
www.psti.lt
100
Ateities
projektai UAB
25 April 2006
State Enterprise
Centre of Registers
300560621 Tel. (+370 5) 2102130
Verkiu Str. 25C,
Fax (+370 5) 2102131
[email protected]
Vilnius
www.psti.lt
100
PST investicijos
UAB
23 December 1998
State Enterprise
Centre of Registers
124665689 Verkiu Str. 25C,
Vilnius
Tel. (+370 5) 2102130
[email protected]
www.psti.lt
68
Tauro aparta-
mentai
UAB
23 October 2018
State Enterprise
Centre of Registers
304937621 Verkiu Str. 25C-1,
Vilnius
Tel.(+370 610) 09222
[email protected]
100
Hustal UAB 11 December 2018 State
Enterprise
Centre of Registers
304968047 Tinklu Str. 7,
Panevezys
Tel.(+370 45) 461677
Fax (+370 45) 585087
[email protected]
100
Registration date,
Subsidiary
register
company
administrator
Company
code
Registered
address
Telephone, fax,
e-mail, website
Portion of
controlled
shares
(per cents)
Aliuminio
fasadai UAB
2 January 2020
State Enterprise
Centre of Registers
305412441 Pramones Str.5,
Panevezys
Tel. +370 686 32727
gamyba(@pst.It
100

Subsidiary companies of PST investicijos UAB:

ISK
Baltevromarket
AU
13 July 2001
Independent
Registration Company
AB - Administrator of
shareholders' register
3906214631 Rostovskaja Str.
5-7.
Kaliningrad,
Kaliningrad Obl.,
Russian Federation
Tel.+79097772202
baltevromarketao a
mail.ru
100
----------------------------- -------------------------------------------------------------------------------------------------------- ------------ ------------------------------------------------------------------------------------- --------------------------------------------------- -----

5. Contracts with the intermediary of public trading in securities

In 2013, the Company signed the contract with the Financial Brokerage Company Finasta AB for securities accounting and provision of services related with securities accounting. On 21 December 2015, the Financial Brokerage Company Finasta AB had been rearranged by way of merge with Stauliu bankas AB, which took over all assets, rights and liabilities of the Financial Brokerage Company Finasta AB from the mentioned date.

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 PTRIL) since 13 July 2006.

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

Comparison of PTRIL Panevezio statybos trestas and OMX Vilnius Benchmark GL indexes for the First Half of 2020

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the period covering 2016 through the First Half of 2020 (Euros)

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the First Half of 2020 (Furos)

PIRIL 01 01 2020 - 30.06.2020 0.62 € -0.16 (-20.51%)

Table 1. Information on the company share price at the Stock Exchange Market Nasdaq Vilnius (Euros):

Indicator 6 months
2020
2019 2018 2017 2016
Highest price, Eur 0.85 0.878 0.99 1.34 1.08
Lowest price, Eur 0.52 0.71 0.75 0.85 0.845
Share price as of the end of
reporting period, Eur
0.62 0.75 0.752 0.916 0.94
Turnover, pcs. 1,237,742 989,685 1,596,044 2,854,251 1,565,210
Turnover, min. Eur 0.814 0.77 1.41 3.08 1.49
Capitalization, mln. Eur 1.014 12.26 12.3 14.98 15.37

7. Authorised capital of the issuer and its structure

As of 30 June 2020, 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 2020, the total number of shareholders was 1545.

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
the authorized
capital held
Percentage of
votes granted by
the shares held
under ownership
right
Portion of votes
owned by a
shareholder
along with acting
persons
Panevezio keliai AB
S. Kerbedzio Str. 7, Panevezys
Company code: 147710353
8,138,932 49.78 49.78
Clients of Swedbank AS
Liivalaia 8, 15040 Tallinn,
Estonia
1,253,548 7.67 7.67
Freely negotiable shares 6,957,520 42.55 42.55

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 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

2 January 2020. The aluminium structure production shop at Pastatu apdaila Branch of Panevezio statybos trestas AB has been reformed to Aliuminio fasadai UAB. The company produces the most advanced aluminium profile systems, aluminium windows and doors, facades. There are more than 30 work places created at the company, the investments amount to 800 thousand Euros.

10 March 2020. The investigation of the appeal by Panevezio statybos trestas AB on the judgement of the Vilnius Regional Administrative Court dated 14 May 2018 in the administrative case No. el-1443-1063/2018 on the decision of the Competition Council No. 25-11(2017) is being started at the Supreme Administrative Court of Lithuania at Zygimantu Str. 2, 01102 Vilnius. Any information on the Supreme Administrative Court of Lithuania will be published additionally.

29 April 2020. The General Meeting of Shareholders, which made the decision to pay dividends in the amount of 0.03 Euros per share, had been convened.

26 May 2020. The Ad Hoc Arbitration that took place in Sweden issued the award ending the more than two-year long dispute on the quality of products delivered by Metalo meistrai UAB to the Swedish company Strängbetong AB. The Stockholm Arbitration Court denied the claim advanced by Strangbetong AB in full and found the case unproven for the reason that the products by Metalo meistrai UAB had been acceptable and of good quality.

3 June 2020. The Judicial Panel of the Supreme Administrative Court of Lithuania following the written proceedings on appeal at the court session conducted the hearing of the administrative case based on the appeals by the applicants Panevezio statybos trestas AB and Active Construction Management UAB (the former name Irdaiva UAB), in respect of which the bankruptcy proceedings have been initiated, on the judgement of the Vilnius Region Administrative Court dated 14 May 2018 in the administrative case based on the complaints of Panevezio statybos trestas AB and Irdaiva UAB against the respondent, the Competition Council of Lithuania, on vacation or amendment of the judgement (the parties third interested are Panevezio statybos trestas AB and Irdaiva UAB).

Following Article 144 (1) of the Law on Administrative Proceedings of Lithuania the Judicial Panel has rendered the judgement to deny the applicant Panevezio statybos trestas AB and the applicant under bankruptcy Active Construction Management UAB (the former name Irdaiva UAB) as unreasonable, and to leave the judgement of the Vilnius Region Administrative Court dated 14 May 2018 unaffected.

19 June 2020. Dalius Gesevicius, Managing Director of Panevezio statybos trestas AB, leaves the company by the mutual decision. Based on the decision taken by the Board, from June 23rd the position of Managing Director will be taken over by Egidijus Urbonas who has been managing the PST Group - Metalo meistrai UAB and Hustal UAB.

16 July 2020. Panevezio statybos trestas AB has signed the contract for the office building in Mazeikiai District. The total area of the buildings to be renovated is 7300 square meters. The project completion is scheduled for summer 2021.

21 July 2020. Panevezys City Municipality and Panevezio statybos trestas AB have signed the Construction Contract Agreement for reconstruction of Senvage territory and its approaches. After the project implementation is completed, the public space covering the area of 9.03 ha will be arranged and adapted for community activities. The value of the construction works amounts to 5.7 mln. Euros, funding will be provided according to the Operational Program for the European Union Funds Investments for 2014-2020 Integrated Development of Large Cities. Project duration - 16 months from the contract effective date.

August 2020. The State Tax Inspectorate under the Ministry of Finance assented to payment of the fine imposed by the resolution No. 2S-11(2017) dated 20 December 2017 by the Competition Council and the interest to be made in equal instalments over the period of eight years.

Risk factors related to the company's operation:

In performance of business, both the Company and the Group face various types of risks: legal regulation, severe competition, shortage of qualified labour, variation in the value of the Russian Rouble, cyclical nature of economy, macroeconomic factors, damping. 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 variation of material and service prices 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. Furthermore, activity of the Company and the Group is influenced by the economic cycles) in Lithuania and the countries where the Group companies operate. There is still some uncertainty about the trends in global economic development as well as regional and global crisis in future.

Information on the types of financial risk management is provided in the Notes to the Separate Financial Statements (Note 4) and the Notes to the Consolidated Financial Statements (Note 4).

Legal uncertainties are provided in the Notes to the Separate Financial Statements (Note 27) and the Notes to the Consolidated Financial Statements (Note 27).

COVID-19 impact:

On 16 March 2020, the Government of the Republic of Lithuania officially announced quarantine throughout the country, which lasted until 16 June 2020. In response to the situation, Panevezio statybos trestas AB ir the Group of Panevezio statybos trestas AB has taken all mandatory and recommended precautionary measures to maximally protect the interests of the company's employees and business partners. The management responsibly monitors and evaluates the current situation (especially with regard to payments by the clients, shortage of supplies, order execution), and is ready to react without delay and take appropriate decisions to ensure business continuity.

Due to the restrictions caused by the COVID-19 virus, private and investment construction projects have been in the process of rapid interruption locally. The majority of real estate developers and investors have stopped planned or new projects or refused thereof. As a result of such situation in the construction sector in 2020, the contraction of about 30 percent is being forecasted. The situation has created imbalances and high tensions in the construction market. Most companies cut work costs to survive, retain employees and get new orders, although neither costs not wages decrease. This results in losses.

It is projected that more than one year will be required for recovery of the construction market. The Company was also significantly affected by COVID-19 in 2020. The main factors of COVID-19 having impact on the Company are as follows.

  • during quarantine, clients have suspended their work, which results in the Company losing income;
  • the start dates for the work based on the new contracts have been postponed to a further period, and a larger part of their execution have been shifted to the next year;
  • signing of the awarded contracts have been delayed;
  • new construction and development projects have been suspended or delayed;
  • the construction market has contracted.

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

Referring to the unaudited data, over the six months of 2020, the turnover of Panevezio statybos trestas AB amounted to 33.105 mln. Euros, that is by 34.3 per cents lower compared to the six months of the year 2019 when the turnover was 50.414 mln. Euros. In the first half of 2020, the Company incurred the net loss in the amount of 11.697 mln. Euros, whereas over the first half of 2019 the Company made the net profit in the amount of 0.807 mln. Euros. The fine imposed by the Competition Council in the amount of 8.5 mln. Euros and the accrued interest thereof in the amount of 1.4 mln. Euros had the greatest impact on the negative result of the Company. The decrease in the turnover was significantly influenced by the activities suspended by the large client as a result of COVID-19. Furthermore, signing of the awarded contracts and start dates of work have been postponed to a further period due to quarantine, and a larger part of their execution have been shifted to the next year.

The total consolidated revenue of Panevezio statybos trestas AB Group amounted to 37.148 mln. Euros and decreased by 24.7 per cents compared to that for the first half of 2019 when the revenue of the Group had been 49.324 mln. Euros. Over the accounting period the Group incurred the net loss in the amount of 12.648 mln. Euros, whereas over the first half of 2019 the Group made the net profit in the amount of 0.903 mln. Euros.

Over the six months of 2020, EBITDA - earnings before interest, taxes, depreciation and amortization - of the Company was -10.730 mln. Euros with 1.592 mln. Euros over the first half of the year 2019. EBITDA of the Group was -9.473 mln. Euros over the six months of 2020 compared to 1.797 mln. Euros over the first half of 2019.

Income and net profitability variation for the Company:

Income and net profitability variation for the Group:

Group Company
I half of
2018
I half of
2019
I half of
2020
Items I half of
2018
I half of
2019
I half of
2020
45,567 49,324 37,148 Revenue 39,208 50,414 33,105
42,475 46,712 34,319 Cost 37,782 48,517 32,726
3,092 2,612 2,829 Gross profit 1,426 1,897 379
6.79 5.30 7.62 Gross profit margin (per
cents)
3.64 3.76 1.14
21 -244 -10,202 Typical operating result -676 - 1 -11,375
0.05 -0.49 -27.46 Typical operating result from
turnover (per cents)
-1.72 -0.002 -34.36
3 1,797 -9,473 EBITDA 5 1,592 -10,730
0.01 3.64 -25.50 EBITDA margin (per cents) 0.01 3.16 -32.40
-879 903 -12,648 Net profit -664 807 -11,697
1.93 1.83 -34.05 Nets profit (loss) margin (per
cents)
-1.69 1.60 -35.33
-0.05 0.055 -0.774 Earnings per share (Euros)
(EPS) 2
-0.04 0.049 -0.715
-2.42 2.60 -56.09 Return on equity (per
cents)(ROE)3
-1.78 231 -51.86
-1.48 1.24 -17.70 Return on assets or asset
profitability (ROA)ª
-1.20 1.20 -17.73
-2.30 1.93 -51.45 Return on investments (ROI)3 -1.75 1.77 -49.69
2.38 2.69 1.28 Current liquidity ratio® 2.06 1.79 0.91
1.74 1.39 0.53 Critical liquidity ratio 1.86 1.56 0.83
0.61 0.48 0.32 Equity ratio 8 0.67 0.52 0.34
2.22 2.12 1.38 Book value per share 2.28 2.14 1.38
0.41 0.34 0.45 Ratio of share price and book
value (P/BV)10
0.40 0.34 0.45

Table 3. The results of the Company and the Group of Panevezio statybos trestas AB for the First Half of 2018 through the First Half of 2020 (thousands Euros):

1 EBITDA = profit before taxes, interest, depreciation. The essence of EBITDA indicator is to determine the most objective profit (loss) of the company, which is least dependable on circumstances (least variable).

Taxable no home (Post Province of Pennsanes (Man and Maria Hamaria Hame)
Parman Mercial (Policia Premium Primandes (Marian Partian Partine Partine Partial Partian Partian Par

® Equity ratio = equity capital / rumber of shares.
¹º Book value per share = equity capital / number of shares.
¹º Price-to-book ratio (P/B ratio) = share price as of the e

Table 4. Income (mln. Euros) by operation types
------------------------------------------------- -- -- -- --
Group
min. Euros I half of 2018 I half of 2019 I half of 2020
Construction works 40.83 46.30 36.14
Products produced and other income 4.74 3.02 1.01

During the first half of 2020, the main income of Panevezio statybos trestas AB by operation types was from construction and erection. Over the first half of 2020, the income of the Group from construction and erection totalled 97,3 %, income from made products and other income amounted to 2,7 %. Over the first half of 2019, the income of the Group from construction and erection totalled 93,6 %, income from made products and other income amounted to 6,1 %.

Table 5. Operating income (mln. Euros) by countries:

Group Company
I half of I half of I half of I half of I half of I half of
2018 2019 2020 2018 2019 2020
Lithuania 38.79 40.74 31,13 37.56 46.33 32.55
Russian Federation 1.23 0.92 0 1.23 0.92 ()
Scandinavian countries 5.03 4.09 5.44 0 0 ()
Other countries 0.52 3.58 0.58 0.42 3.17 0.56

In the first half of 2020 the main activities of Panevezio statybos trestas AB were carried out in Lithuania and made 98.3 per cents compared to 91.9 per cents over the first half of 2019. The income of the Group from the works performed within the country made 83.8 per cents of the income, in the Scandinavian countries -- 14.6 per cents. In the first half of 2019, the income within the country made 82.6 per cents of the Scandinavian countries - 8.3 per cents.

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

Quality, environment protectional health and safety play a very important role in activities of Panevezio statybos trestas AB. Quality Management (LST EN ISO 9001:2015), Environmental Management (LST EN ISO 14001:2018) and Occupational Health and Safety Management (LST EN ISO 45001:2018) Systems introduced and in place 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 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 Management, Environmental Management, 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 2018, the Lithuanian National Accreditation Bureau accredited the Construction Laboratory of the Company for the period of 5 years in accordance with LST EN ISO/IEC 17025:2005, thus granting it the right to perform tests of building materials.

Employees

Professional, competent and responsible employees are the biggest asset of Panevezio statybos trestas AB. Therefore, much attention is paid to motivation of employees: environment favourable for generation and implementation of new ideas is being created and sharing of information is being promoted. In modern environment, competence of employees is one of the key factors describing competitiveness of the company.

Considering this factor, the company encourages employees in all organizational levels to learn and improve their skills on a continuing basis. The employees are motivated not only by material incentives - competitive salaries, progressive bonus system but also by exceptional quality of working environment.

As of 30 June 2020, the number of employees in the Group was 916, in the company - 642. As of 30 June 2019, the number of employees in the Group was 1,016, in the company - 753.

Table 6. Average number of employees:

Average number of
employees
I half of 2019 I half of 2020
Group Company Group Company
Managers 24 13 25 13
Specialists 339 264 324 246
Workers 680 493 605 411
Total 1,043 770 954 670

Table 7. Education level of the Group employees as of the end of the period:

PST Group
employees
Payroll
number
Higher
university
level
education
Higher non-
university
education
Junior
college
education
Secondary
education
Incomplete
secondary
education
Managers 28 24 2 0
Specialists 315 240 34 29 12 0
Workers 573 26 12 113 375 47
Total: 916 290 47 144 388 47

Table 8. Average monthly gross pay per employee (Euros)

I half of 2019 I half of 2020
Group Company Group Company
Managers 3,512 4.090 3,871 4,682
Specialists 1,683 1,736 1,866 1,844
Workers 1.272 1,260 1,391 1,385
Total 1.490 1,515 1,661 1,668

Over the first half of 2020, the natural turnover of employees took place. Employment contracts do not include any special rights and obligations of employees or some part of them.

In 2020, the company also pays much attention to qualification improvement. Training in the company is done in three directions using:

  1. Services of training arranging institutions (external training);

  2. Services of higher education institutions (employee studies).

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

The Company aims to maintain the highest competence in the construction sector by implementing innovative processes and technologies.

For design preparation we use the up-to-date designing software. We are constantly keeping up to date with the latest applications and supplementing our software package.

The Company strives for especially fluent constructions. We use the up-to-date software that allows us using the advantages of the Building Information Modelling (BIM). This digital model is used in the tender preparation and preparation for construction stages, planning of necessary resources, scheduling production and supply, making the budget, delivering supplies to the site, monitoring the progress of planned and completed activities.

Application of BIM allows assessing risks, reducing probability of delay in work, taking immediate corrective actions, if necessary, and improving performance quality.

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 set forth 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. There is no Supervisory Board is formed at the Company.

The powers of the General Meeting of Shareholders have no difference from the General Meeting of Shareholders set forth by the Law on Companies.

The Board of the Company consisting of five persons is elected by the General Meeting of Shareholders for a period not longer than 4 years. At present, the Board of the Company consists of five members. The procedure for election and withdrawal of a member of the Board has no difference from the procedure set forth by the Law on Companies.

The activities of the Board are managed by the Chairman of the Board. The Board is elected by the Board from the members of the Board elects and removes from the office the manager of the Company the Managing Director, fixes his salary, sets other terms of the employment contract, approves his job description, gives incentives and imposes penalties.

The manager of the Company is a single-person management body of the Company who organizes the current economic activities based on the authority granted.

The Board:

REMIGIJUS JUODVIRSIS - the Chairman of the Board. No membership in the capital of the Company. Membership in the activities or capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio statybos trestas AB
Company code 147732969
P. Puzino Str. 1, Panevezys
Chairman/
Adviser
Panevezio keliai AB
Company code 147710353
S. Kerbedzio Str. 7, Panevezys
Board Member/
Adviser
Main place of employment
531,675 28.47 28.47
Lauktuves jums UAB
Company code 147797155
Laisves Sq. 26, Panevezys
Board Member 10,737 48.65 48.65
Pokstas UAB
Company code 168424572
Gustoniu Vlg.,
Panevezys District Municipality
111 50 50
Klovainiu skalda AB
Company code 167901031
Klovainiu Township,
Pakruojis District Municipality
470,421 8.74 8.74
Gustoniu zemes ukio technika UAB
Company code 168581940
S. Kerbedzio g. 7F, Panevezys
Board Member 1,085 50.28 50.28
PST investicijos UAB
Company code 124665689
Verkiu Str. 25C, Vilnius
Board Member 16.407 3.32 3.32
Convestus UAB
Company code 300124684
Laisves Sq. 26, Panevezys
50,000 50 50
Kauno tiltai AB
Company code 133729589
Ateities Road 46, Kaunas
492 0.31 0.31
Company Position Number of
shares
Capital, % Votes, %
Specializuota komplektavimo
valdyba AB
Company code 121420097
21,490 1.07 1.07
Savanoriu Ave. 191A, Vilnius
Tertius UAB
Company code 247647690 704,638 80 80
S. Kerbedzio Str. 7F, Panevezys

Term of office: June 2018 through June 2022 Clean record.

AUDRIUS BUTKUNAS – the Member of the Board. No membership in the capital of the Company. Membership in the activities or capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio statybos trestas AB
Company code 147732969
P. Puzino Str. 1, Panevezys
Board Member
Panevezio keliai AB
Company code 147710353
S. Kerbedzio Str. 7, Panevezys
Board Member/
Technical Director
Main place of employment
22,010 1.18 1.18
PK Road AB
Company code 559020-4623
Skiffervagen 10, 22478
Lund, Sweden
Board Member

Term of office: June 2018 through June 2022 Clean record.

AUDRIUS BALCETIS – the Member of the Board. No membership in the company. Membership in the activities or capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio statybos trestas AB
Company code 147732969
P. Puzino Str. 1, Panevezys
Board Member
Panevezio keliai AB
Company code 147710353
S. Kerbedzio Str. 7, Panevezys
Chairman 2,226 0.12 0.12
Panevezio rysiu statyba UAB
Company code 147688743
Paliuniskio Str.9, Panevezys
Director/
Board Member
Main place of employment
279.507 27 27
PST investicijos UAB
Company code 124665689
Verkiu Str. 25C, Vilnius
Board Member

Term of office: June 2018 through June 2022 Clean record.

VILIUS GRAZYS - the Member of the Board. No membership in the Company. Membership in the activities or capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio statybos trestas AB
Company code 147732969
P. Puzino Str. 1, Panevezys
Board Member
Company Position Number of
shares
Capital, % Votes, %
Akvalda UAB
Company code 300568422 750 રે () 50
Vyturio g. 45, Panevezys
Betono apsaugos sistemos UAB
Company code 126148612 40 40 40
Papilenu Str. 1-30, Vilnius
Panevezio keliai AB
Company code 147710353 Consulting Expert 12.395 0.66 0.66
S. Kerbedzio Str. 7, Panevezys
Formus UAB
Company code 303349362 1322 15 । રે
Gedimino Ave. 54A-3, Vilnius

Term of office: June 2018 through June 2022 Clean record.

JUSTAS JASIUNAS - the Member of the Board. No membership in the Company. Membership in the activities or capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio statybos trestas AB
Company code 147732969
P. Puzino Str. 1, Panevezys
Board Member/
Commercial Director
Main place of employment
KINGSBUD Sp.z 0.0.
Company code 200380717
A. Patli Str. 12, 16-400 Suwalki,
Poland
Chairman
UAB "Aliuminio fasadai"
Company code 305412441
Pramones Str. 5, Panevezys
LT-35289
Chairman
Vekada UAB
Company code 147815824
Marijonu Str. 36, Panevezys
LT-35138
Chairman
Skydmedis UAB
Company code 148284718
Pramones Str. 5, Panevezys
LT-35289
Board Member

Term of office: June 2018 through June 2022 Clean record.

Administration:

EGIDIJUS URBONAS - Head of the Company Administration, Managing Director. Holds no shares of the Company. University education (Kaunas Technology University), Construction Engineering. Master Degree in Construction Management (Vilnius Gediminas Technical University). Clean record.

DANGUOLE SIRVINSKIENE - Chief Accountant of the Company. Holds no shares of the Company. University Education (LZUA. 1983), Accounting - Economics. Clean record.

In the first half of 2020 neither the members of the Board 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 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 29 April 2020:

Drasutis Liatukas - independent auditor, Head of Finansu auditorius UAB, auditor. Holds no shares of the company.

Irena Kriauciuniene - independent auditor, auditor. Holds no shares of the company.

Egle Grabauskiene - Deputy Chief Accountant of Panevezio statybos trestas AB. Holds no shares of the company.

13. Information about public information

Following the requirements of the Republic of Lithuania, all main events concerning the Company and information about the time and venue of the General Mecting of Shareholders are published on the website of the Company https://www.pst.lt/en/investuotojams and in AB NASDAQ Vilnius (www.nasdagomxbaltic.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 2020 there were no essential changes related to the company's notification on compliance with the Governance Code for the year 2019 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

Separate statement of comprehensive income

ITEM 6 months of
2020
6 months of
2019
INCOME 33,105 50,414
COST OF SALES -32,726 -48,517
GROSS PROFIT (LOSS) 379 1,897
OPERATING EXPENSES -11,754 -1,898
Sales -138 -169
Fine by Competition Council -8,514 0
Other general and administrative -3,102 -1,729
TYPICAL OPERATING PROFIT (LOSS) -11,375 -1
OTHER ACTIVITIES 52 49
Income 393 284
Costs -341 -235
FINANCIAL AND INVESTMENT ACTIVITIES -656 827
Income 843 860
Costs -1,499 -33
incl. interest accrued on the fine by Competition Council -1,385 0
PROFIT (LOSS) BEFORE TAXATION -11,979 875
INCOME TAX 282 -68
NET PROFIT (LOSS) -11,697 807

Consolidated statement of comprehensive income

INDEM 6 months of
2020
6 months of
2019
SALES 37,148 49.324
COST OF SALES -34,319 -46,712
GROSS PROFIT (LOSS) 2,829 2,612
OPERATING EXPENSES -13,031 -2,856
Sales -197 -215
Fine by Competition Council -8,514 · 0
Other general and administrative -4,320 -2,641
TYPICAL OPERATING PROFIT (LOSS) -10,202 -244
OTHER ACTIVITIES । ਤੇਤੇ -28
Income 459 209
Costs -326 -267
FINANCIAL AND INVESTMENT ACTIVITIES -3,018 1,288
Income 68 1,354
Costs -3,086 -66
incl. interest accrued on the fine by Competition Council -1,385 0
PROFIT (LOSS) BEFORE TAXATION -13,087 086
INCOME TAX 439 -83
NET PROFIT (LOSS) -12,648 903
ATTRIBUTABLE TO SHAREHOLDERS -12,180 ਟੈਤੇਤ
ATTRIBUTABLE TO MINORITY INTEREST -468 360

Separate statement of financial position

ASSETS 30 June 2020 31 Dec. 2019
Non-current assets 27.232 23,260
Intangible assets 211 154
Tangible assets 8,046 8,362
Investment and amounts receivable in one year 18,724 14,744
Deferred tax assets 251 0
Current assets 38,736 48,077
Inventories 3,505 3,934
Prepayments 139 312
Trade receivables 17,866 26,953
Other current assets 15,011 11,988
Cash and cash equivalents 2,215 4,890
TOTAL ASSETS 65,968 71,337
EQUITY AND LIABILITIES 30 June 2020 31 Dec. 2019
Equity 22,557 34,745
Share capital 4,742 4,742
Reserves 1.811 1,878
Retained earnings 16,004 28,125
Translation reserve 0 0
Minority share 0 0
Amounts payable and liabilities 43,411 36,592
Amounts payable in one year and non-current
liabilities
984 1,004
Loans and other financial liabilities 0 0
Warranty provision and others 984 973
Deferred tax liabilities 0 31
Amounts payable in one year and current
liabilities
42,427 35,588
Loans and financial liabilities 15,000 11,800
Trade payables 12,610 18,523
Income tax payable 0 0
Other liabilities 14,817 5,265
TOTAL EQUITY AND LIABILITIES: 65,968 71,337

Consolidated statement of financial position

ASSICTS 30 June 2020 31 Dec. 2019
Non-current assets 11,371 10,968
Intangible assets 282 219
Tangible assets 8,421 8,780
Investment and amounts receivable in one year 2,138 1,780
Deferred tax assets 530 189
Current assets 60,077 65,711
Inventories 35,248 31,602
Advance payments 364 460
Amounts receivable 19,077 25,865
Other current assets 630 1,110
Cash and cash equivalents 4,758 6,674
TOTAL ASSETS: 71,448 76,679
EQUITY AND LIABILITIES 30 June 2020 31 Dec. 2019
Equity 22,549 34,327
Share capital 4,742 4,742
Reserves 2,846 2,924
Retained earnings 11,748 24,343
Translation reserve 3,213 2,318
Minority interest 823 913
Grants and liabilities 13 0
Amounts payable and liabilities 48,063 41,439
Amounts payable in one year and non-current
liabilities
1.197 1,196
I oans and other financial liabilities
Warranty provisions and other 3 2
Deferred tax liabilities 1,189 1,158
Other liabilities 5 36
Amounts payable in one year and current
liabilities
46,866 40,243
Loans and financial liabilities 15,522 12,319
Trade payables 13,753 20,074
Prepayments received 0 0
Income tax payable 66 215
Other liabilities 17,525 7,635
TOTAL EQUITY AND LIABILITIES: 71,448 76,679

Separate statement of changes in equity

thousands Euros

Share capital tangible asset
Non-current
revaluation
reserve
reserve
Legal
Retained profit Total
4,742 1,403 475 -11,697
28,125
-11,697
34.745
-67 ર્ભ્વ
4.742 1.336 475 16.004 22,557
4,742 2,280 475 26.657
807
34.154
807
-65 66
4.742 2,215 475 27.530 34.962
-490 -490

Consolidated statement of changes in equity

thousands Euros

21

Separate statement of cash flows

30 June 2020 30 June 2019
Cash flows from operating activities
Net profit (loss) -11,697 807
Depreciation and amortization 645 694
Profit (loss) from transfer of non-current assets 11 0
Cost of fine imposed by Competition Council 10,295 0
Income tax expense -282 68
-1,028 1,569
Change in inventories 429 -635
Change in trade receivables 8,726 -9,376
Change in prepayments 173 -તેર
Change in amounts receivable after one year -397 -65
Change in other assets 176 1.107
Change in trade payables -5.913 -471
Change in prepayments received 615 493
Change in provisions and other liabilities -1,746 -2,844
1,035 -10,317
Income tax paid 0 0
Net cash flows from operating activities 1,035 -10,317
Cash flows from investing activities
Acquisition of non-current assets (excl. investments) -420 -485
Disposal of non-current assets (excl. investments) 22 0
Acquisition of long-term investments -147 0
Loans granted -6,374 -6,860
Loans recovered 100 33
Dividends and interest received 504 789
Net cash flows from investing activities -6,315 -6,523
Cash flows from financing activities
Dividends paid -488 0
Increase in loans and financial liabilities 3,200 9,685
Decrease in loans and financial liabilities 0 0
Interest paid -107 -24
Net cash flows from financing activities 2,605 9,661
Increase (decrease) in net cash flows -2,675 -7,179
Cash and its equivalent at the beginning of the period 4,890 13,708
Cash and its equivalents at the end of the period 2,215 6,529

Consolidated statement of cash flows

30 June 2020 30 June 2019
Cash flows from operating activities
Net profit (loss) -12,648 903
Elimination of other non-cash items:
Depreciation and amortization 729 778
Cost of fine imposed by Competition Council 10,295 0
Other non-cash items । ਤੇ -285
-1,611 1,396
Change in inventories -1,358 =815
Change in contracts in progress -1,900 -7,178
Change in trade receivables 6.427 -9,043
Change in prepayments વેરિ -143
Change in other assets 494 677
Change in trade payables -6,321 164
Change in prepayments received ನ್ನಾರವ 1,074
Change in provisions and other liabilities -1,102 -2,270
-4,683 -16,138
Elimination of results from financial and investing
activities 611 -870
Net cash flows from operating activities -4,072 -17,008
Cash flows from investing activities
Acquisition of non-current assets (excl. investments) -466 -533
Disposal of non-current assets (excl. investments) 22 0
Acquisition of long-term investments -9 ()
Loans granted 0 - 14
Loans recovered 4 11
Dividends and interest received 3 1
Net cash flows from investing activities -446 -535
Cash flows from financial activities
Dividends paid -487 0
Increase in loans and financial liabilities 3,200 9.685
Decrease in loans and financial liabilities 0 -13
Payment of finance lease liabilities -3 -3
Interest paid -108 -21
Net cash flows from financing activities 2,602 d,018
Increase (decrease) in net cash flows -1,916 -7,925
Cash and cash equivalents in the beginning of the period 6,674 16,046
Cash and cash equivalents at the end of the period 4,758 8,121

EXPLANATORY NOTE

General information

Panevezio statybos trestas AB (hereinafter "the Company") was established in 1957 and for a long time was known as the North Lithuania Construction Trust (Siaures statybos trestas). 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.

The Company comprises the following branches: Gerbusta, Pastatu apdaila, Genranga, Konstrukcija, Betonas, Stogas and Klaipstata. The Company has its permanent establishments in Latvia and the Kingdom of Sweden. Financial year of the Company is calendar year. The period of commercial-economic operation of the Company is unlimited.

The main operations of the Company and its subsidiaries (hereinafter "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 standard 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 2020 30 June 2019
1 ROB 78.9169 71.5975
1 SEK 10.478 10.563
1 PLN 4.4664 4.2496

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 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 unrealized results of the Company Group are eliminated.

Segments

As the income, profit and assets of the Company and the Group in the segments do not exceed 10 or more per cents of all operating segments, following the requirements of item 13 in the IFRS 8, operating and geographical segments of the Group are not provided.

Investments

Over the first half 2020 the investments of the Group in acquisition of non-current assets amounted to 466 thousands Euros. Panevezio statybos trestas AB acquired non-current assets for 420 thousands Euros. During the first half of 2019 the costs related to depreciation of assets of the Group amounted to 729 thousands Euros, including 645 thousands Euros accounted for in the Financial Statements of Panevezio statybos trestas AB.

Assets and liabilities

In the year 2018, Seskines projektai UAB started construction of an office building. As of 30 June 2020, 23,805 thousand Euros have already been invested in this project. As the income of the Group decreased by 12,176 thousand Euros, the amounts receivable by the Group decreased by 6,788 thousand Euros. On 3 June 2020, the Supreme Administrative Court of Lithuania left the judgement of the Vilnius Region Administrative Court unaffected based on which the Company is obliged to pay the fine inposed by the Republic of the Republic of Lithuania in the amount of 8,514 thousand Euros plus the accrued interest in the amount of 1,385 thousand Euros. This made the results of the Group worse by 9,899 thousand Euros and at the same time increased the current liabilities by 9,415 thousand Euros. On 12 August 2020 the Company received approval from the State Tax Inspectorate on payment of the imposed fine and interest to be made over the period of 8 years. As the agreement with the STI on the payment of fines and interest has not been signed, the liabilities to the STI are accounted for in the current liabilities.

Loans and other financial liabilities of the Group

(thousands Euros) 30 June 2020 31 Dec. 2019
Loans
Leasing liabilities
15,520
S
12,312
Total loans and other financial liabilities 15,525 12,321
Long-term liabilities
Current liabilties
ತೆ
15,522
2
12,319
Total loans and other financial liabilities 15,525 12,321

The loan breakdown is provided below:

(thousands Euros) Interest rate Valid till 30 June 2020 31 Dec. 2019
3 months EURIBOR +
1%, from 21 May 2020
till 30 July 2020
3 months
EURIBOR+1.3%, from
OP Corporate Bank plc. 31 July 2020 3 months
Lithuanian Branch (overdraft) EURIBOR+1.95 Dec. 2020 15,000 11,800
Panevezio keliai AB 1 and 6 months
(loan) FURIBOR+1.9 Dec. 2020 309 305
12 % fixed, from 30
Natural persons Nov. 2017 - 6% Dec. 2020 211 207
Total loans 15,520 12.312

Based on the agreement with the bank, on 30 June 2020 for the overdraft used the Group has put in pledge the land plot, which is owned by the rental right by the subsidiary company Seskines projektai UAB, with the non-residential building at Ukmerges Str. 219, Vilnius. The overdraft in the amount of 15,000 thousand Euros has been used for development of the real estate project by Seskines projektai UAB.

Guarantees, sureties

As of 30 June 2020, the guarantees of the liabilities of Panevezio statybos trestas AB Group issued by credit institutions and insurance companies amounted to 25,402 thousand Euros, including 24,732 thousand Euros for guarantees related to performance of contracts and obligations by Panevezio statybos trestas AB and issued by the Lithuanian credit institutions and insurance company has the sureties in the amount of 365 thousands Euros related to performance of the subsidiary companies issued to the insurance companies.

Dividends

The Ordinary General Meeting of Shareholders of Panevezio statybos trestas AB held on 29 April 2020 took the resolution to pay the dividends in the amount of 490 thousand Euros. 99.6 % of the dividends have been paid out by 30 June 2020.

Transactions with associated parties

There were no significant transactions made with any associated parties.

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