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Panevezio Statybos Trestas

Interim / Quarterly Report Aug 31, 2018

2244_ir_2018-08-31_f872e5e8-4df2-4739-bc41-3aa948a43e96.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 2018 (UNAUDITED)

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 first half of the year 2018 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.

Dalius Gesevicius Managing Director Panevezio statybos trestas AB

mum

Danguole Sirvinskiene Chief Accountant Panevezio statybos trestas AB

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

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 first half of 2018 covers the period 1 January 2018 through 30 June 2018.

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

Public Limited Liability Company Panevezio statybos trestas
4,741,500 Euros
P. Puzino Str. 1, LT-35173 Panevezys, Lithuania
$(+37045)$ 505 503
$(+370 45) 505 520$
Public Limited Liability Company
30 October 1993, Panevezys City Board
AB 9376
147732969
LT477329610
529900O0VPCGEWIDCX35
State Enterprise Centre of Registers
$pst(\partial pst.1t)$
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 well-known company of the construction sector in Europe that uses advanced technologies and guarantees quality as well as agreed work completion terms.

Mission

While honestly fulfilling our obligations, developing long-term cooperation and proposing mature solutions in construction, we increase the value to shareholders and develop operation of the company, ensure safe, stable environment to employees, create environment of higher quality to business, society and people.

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

As of 31 December 2018, 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
Percentage
of controlled
shares
Skydmedis
UAB
17 June 1999
State Enterprise
Centre of Registers
148284718 Pramones Str. 5,
Panevezys
Tel. (+370 45) 467626
Fax (+370 45) 460259
[email protected]
www.skydmedis.lt
100
Metalo
meistrai
UAB
16 June 1999
State Enterprise
Centre of Registers
148284860 Tinklu Str. 7,
Panevezys
Tel.+370 45 460377
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 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) 655 021
Fax (+48 875) 655 021
[email protected]
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
PST un
ARMS PS
5 October 2016
Centre of Registers,
Republic of Latvia
40203019731 Rozu Str. 27,
Marupe, Marupes
Parish, LV-2167
Tel.+371 29525066 50
Teritorija
000
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@
mail.ru
[email protected]
87.5
Ateities
projektai
UAB
25 April 2006
State Enterprise
Centre of Registers
300560621 Verkiu Str. 25C,
Vilnius
Tel. (+370 5) 2102130
Fax (+370 5) 2102131
[email protected]
www.psti.lt
100
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
PST
investicijos
UAB
23 December 1998
State Enterprise
Centre of Registers
124665689 Verkiu Str. 25C.
Vilnius
Tel. (+370 5) 2102130
Fax (+370 5) 2102131
[email protected]
www.psti.lt
68

Subsidiary company of PST investicijos UAB:

ISK
Baltevromarket
ZAO
13 July 2001
Independent
Registration Company
3906214631 Rostovskaja Str.
5-7.
Kaliningrad,
Kaliningrad Obl.,
Russian Federation
Tel.+79097772202
baltevromarketao@
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 Siauliu 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 PTR1L) since 13 July 2006.

Share type Number of shares, Par value, Total par value, Emission code
$_{DCS}$ Euros Euros 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 2018

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the First Half of 2018 (Euros)

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

Last price
30 June 2017
Last price
31 Dec. 2017
Average share
price for
I half of 2018
Highest price
for
I half of 2018
Lowest price for
I half of 2018
Last price
30 June 2018
1.05 EUR 0.916 EUR 0.911 EUR $0.99$ EUR 0.85 EUR 0.90 EUR

7. Authorised capital of the issuer and its structure

As of 30 June 2018, 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 2018, the total number of shareholders was 1557.

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
1,273,629 7.79 7.79 Service Press
$-$
Freely negotiable shares 6,937,439 42.43 42.43 ---

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

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. Information on the performance of the issuer

During the first half of 2018, the turnover of Panevezio statybos trestas AB was 39.2 mln. Euros, that is by 1.6 times more compared to the six months of the year 2017. In the first half of 2018, the company incurred losses in the amount of 0.664 mln. Euros. Referring to the first half of 2017, the losses amounted to 0.6194 mln. Euros.

The comprehensive income of the Group over the same period amounted to 45.6 mln. Euros and, compared to the comprehensive income in the amount of 33.5 mln. Euros over the first half of 2017, increased by 36 per cents. Over the reporting period, the Group incurred losses amounting to 0.879 mln. Euros. Referring to the first half of 2017, the losses of the company amounted to 1.68 mln. Euros.

Over the six months of 2018, EBITDA $-$ earnings before interest and depreciation $-$ of the company was 0.005 mln. Euros (-0.006 mln. Euros over the first half of 2017) for the company and 0.003 mln. Euros (-0.874 mln. Euros over the first half of 2017) for the Group.

Risk factors related to the company's operation:

In their operation, both the company and the Group face various types of risks:

  • legal regulation;
  • severe competition; ÷.
  • shortage of qualified labour;
  • cyclical nature of economy;
  • macroeconomic factors;
  • damping. $\blacksquare$

Information on the types of risks and risk management is provided in the Notes to the Separate Financial Statements for the year ended on 31 December 2017 (Note 4) and the Notes to the Consolidated Financial Statements for the year ended on 31 December 2017 (Note 4).

Table 3. The results of the company and the Group of Panevezio statybos trestas AB for the First Half of 2016 through the First Half of 2018 (thousands Euros):

Group Company
I half of
2016
I half of
2017
I half of
2018
Items I half of
2016
I half of
2017
I half of
2018
41,492 33,548 45,567 Income 34,252 24,386 39,208
37,323 32,562 42,475 Cost 31,004 23,266 37,782
4,169 985 3,092 Gross profit 3,248 1,120 1,426
10 2.94 6.79 Gross profit margin (per cents) 9.5 4.6 3.64
$-706$ $-2,197$ 21 Typical operating result 1,196 $-1,122$ $-676$
$-1.7$ $-6.5$ 0.05 Typical operating result from
turnover (per cents)
3.5 $-4.6$ $-1.72$
4,459 $-874$ 3 Profit before taxes, interest,
depreciation and amortization
EBITDA
1,845 $-6.2$ 5
3.5 $-2.6$ 0.01 EBITDA margin (per cents) 5.4 $-0.03$ 0.01
558 $-1,681$ $-879$ Net profit 1,431 $-619$ $-664$
1.3 $-5$ 1.93 Nets profit (loss) margin (per
cents)
4.2 $-2.5$ $-1.69$
0.03 $-0.10$ $-0.05$ Profit (loss) per share (Euros) 0.09 $-0.04$ $-0.04$
1.58 $-4.81$ $-2.42$ Return on equity (per cents)(ROE)
Net profit
Equity capital
3.63 $-1.63$ $-1.78$
0.94 $-3.22$ $-1.48$ Return on assets or asset
profitability (ROA)
Net profit
Assets
2,64 $-1.28$ $-1.20$
1.48 $-4.49$ $-2.30$ Return on investments (ROI)
Net profit
Assets - Current debt
3.56 $-1.59$ $-1.75$
2.40 3.02 2.38 Current liquidity ratio
Current assets
Current liabilities
2.94 3.61 2.06
1.93 2.34 1.74 Critical liquidity ratio
Current assets - Inventories
Current liabilities
2.84 3.50 1.86
0.60 0.67 0.61 Asset to equity ratio 0.73 0.79 0.67
2.16 2.14 2.22 Book value per share 2.41 2.33 2.28
0.42 0.49 0.41 Ratio of share price and book
$value$ ( $P/BV$ )
0.38 0.45 0.40

Income and net profitability variation for the Company:

Income and net profitability variation for the Group:

Table 4. Income (mln. Euros) by operation types

Group
mln Euros I half of I half of I half of
2016 2017 2018
Construction works 37.66 29.14 40.83
Real estate 0.34
Products produced and other income 3.49 4.41 4.74

During the first half of 2018, the main income of Panevezio statybos trestas AB by operation types is from building and erection. Over the first half of 2017, the income of the Group from building and construction totalled 89.6 %, income from made products and other income amounted to 10.4 %. Over the first half of 2017, the income of the Group from building and construction totalled 86.9 %, income from made products and other income amounted to 13.1 %.

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

Group
mln. Euros I half of I half of I half of
2016 2017 2018
Lithuania 36.28 26.05 38.79
Russian Federation 0.77 1.23
Scandinavian countries 4.44 6.67 5.03
Other countries 0.83 0.52

In the first half of 2018 the main activities of Panevezio statybos trestas AB were carried out in Lithuania. The income of the Group from the works performed within the country made 85.1 per cents of the income, in the Scandinavian countries $-11$ per cents. Compared of the first half of 2017, the income within the country made 77.6 per cents of the income, in the Scandinavian countries $-19.8$ per cents.

Environmental protection

Quality, environment protection, occupational health and safety play a very important role in activities of Panevezio statybos trestas AB. Quality (ISO 9001), environmental (ISO 14001) and occupational health and safety (OHSAS 18001) management 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.

In 2018 the Lithuanian National Accreditation Bureau accredited the Construction Laboratory in accordance with LST EN ISO/IEC 17025:2005 for the period of 5 years, thus granting it the right to perform tests of building materials.

Quality, environmental and occupational health and safety management systems in accordance with the requirements of ISO 9001, ISO 14001 and OHSAS 18001 are also successfully operating in the companies of the Group. The constant aim is to minimize the impact of construction processes on the environment.

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 2018, the number of employees in the Group was 1,069, in the company $-780$ .

Average number of I half of 2017
I half of 2018
employees Group Company Group Company
Managers 25 13 24 13
Specialists 294 225 316 243
Workers 721 519 706 515
Total 1.040 757 1 046 771

Table 6. Average number of employees for the First Halves of 2017 and 2018:

PST Group
employees
Pavroll
number
rugner
university
level
education
Higher non-
university
education
Junior
college
education
Secondary
education
Incomplete
secondary
education
Managers 24 22
Specialists 328 260 19 30 19 0
Workers 717 30 18 179 429 61
Total: 1,069 312 37 211 448 61

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

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

$-$

I half of 2017 I half of 2018
Group Company Group Company
Managers 3,144 4,035 3,119 3,702
Specialists 1,235 1,210 1,299 1,295
Workers 979 936 923 929
Total 1,179 1,172 1,123 1.143

Over the first half of 2018, 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 2018, 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).

$9.$ Essential events having taken place during the first six financial months of the year

Based on the decision taken by the Board, Panevezio statybos trestas AB has acquired from PST investicijos UAB (company code 124665689) to the ownership of the company 25,600 (twenty five thousand six hundred) ordinary registered shares, the nominal value of each share being 28.96 Eur (twenty eight Euros, 96 ct), of Ateities projektai UAB, company code 300560621, which make 100 per cents of the authorised capital of Ateities projektai UAB.

Ateities projektai UAB owns a land plot covering the area of 2.3289 ha in Palanga located northwards of the central part of Palanga, in a new developing district - Kunigiskes. This direction is one of the most promising in terms of further expansion possibilities for Palanga. Panevezio statybos trestas AB is planning to develop a real estate project in this land plot.

Over the six months of this year, Panevezio statybos trestas AB has signed a few new contracts:

  • the contract with Naujasis Uzupis UAB for construction of a complex of apartment buildings at Aukstaiciu Str. 10, Vilnius. The total area of the buildings is approximately 16,000 square meters. Completion of the project is scheduled within 18 months;
  • together with the partners the contract at the Jekabpils City Municipality for construction $\mathbf{u}$ of a new multifunctional sports centre. The multifunctional sports centre will include an ice arena, various gyms, a conference hall, a café and a car parking area. The value of the project amounts to 13.1 mln. Euros. Completion of the project is scheduled for summer 2020;

the company was being successful at the international tender for public procurement of civil construction works, and signed the contract with the joint venture of state owned Lietuvos energija UAB and Fortum Heat Lietuva UAB, Kauno kogeneracine jegaine UAB, for construction of Kaunas Combined Power Plant in Kaunas. Based on the contract, Panevezio statybos trestas AB undertakes to build more than 15 objects and facilities (main and auxiliary buildings of the power plant, utility networks and communications, internal roads, etc.). The value of services to be provided according to the signed contract amounts to 33.6 mln. Eur. The works will be started in the nearest future and completed in autumn 2020.

The judicial panel of the Vilnius Regional Administrative Court, following Articles 84 through 87, 88(1), 132 of the Law on Administrative Proceedings of the Republic of Lithuania, has passed the judgement to dismiss the appeals of Panevezio statybos trestas AB and Irdaiva UAB as unfounded. The judgement may be subject to appeal addressed to the Supreme Administrative Court of Lithuania within one month from the date it has been pronounced.

On 13 June 2018 Panevezio statybos trestas AB has filed an appeal against the judgement of the Vilnius Regional Administrative Court dated 14 May 2018 passed in the administrative case No. eI-1443-1063/2018 on the decision No. 2S-11 (2017) of the Competition Council of the Republic of Lithuania dated 21 December 2017 on Compliance of Actions of Irdaiva UAB and PST AB Related to Joint Bidding at Public Tenders for Purchasing Building Renovation and Modernisation Works with Requirements Stipulated in Article 5 of the Law on Competition of the Republic of Lithuania.

On 15 June 2018 the following board members of Panevezio statybos trestas AB were elected at the Extraordinary Meeting of Shareholders for the 4 year term of Office: Audrius Balcetis, Audrius Butkunas, Vilius Grazys, Justas Jasiunas, Remigijus Juodvirsis. Remigijus Juodviršis was elected as the Chairman of the Board.

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

The company has the Research and Development Department established. Activity of the department is focused on but not limited to improvement of PST Designing Department results. We are continuously looking for the ways to improve information flows between designers, producers and builders. In today's construction, as in other industries, digital data and information are becoming increasingly important in business processes, and it is therefore vitally important to look for ways to ensure that proper and timely provision of information to any interested parties. Currently, this is one of the key priorities of the department. In the projects that are of stategic importance to the company, the Research and Development Department is directly engaged in business processes (design, construction, production) and by analysing them tries to find the ways how to use the available information in the most effective manner, manage and save it, and in future, as technologies of artificial intelligence develop, use it for analyzing and creating advanced algorithms for planning and implementation of design and construction works.

Since establishment the Research and Development Department created more than 10 different programs and tools for faster, more convenient and standardised information entry and management. The database of the company, which is currently one of the key components in the information system of construction and designing management that is under development, has been created. At present, this information system is being developed in small stages mostly focusing on busines processes of the Designing Department, their digitalisation and optimisation. The environment for working with the main designing tool of the department, Tekla Structures, is fastly improved and standardised, thus eliminating zing with the main office design tool, eliminating common mistakes, optimizing processes, and integrating them into a common information system under development.

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 laws and 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 in the company.

The powers of the General Meeting of Shareholders has no difference from the powers of 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 four 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 Chairman of the Board is elected by the Board from the members of the Board.

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 keliai AB Member of the Board 531,675 28.47 28.47
Lauktuves jums UAB Chairman of the Board 11,069 50.15 50.15
Pokstas UAB 111 50 50
Klovainiu skalda AB 470,421 8.74 8.74
Gustoniu ZUT UAB Member of the Board 1.085 50.28 50.28
PST investicijos UAB Member of the Board 16,407 3.32 3.32
Convestus UAB 50,000 50 50
Alproka UAB Chairman of the Board
Kauno tiltai UAB 492 0.31 0.31
Specializuota komplektavimo
valdyba AB
21,490 1.07 1.07
Tertius UAB 704,638 80 80

Panevezio statybos trestas AB Interim Financial Statements for Six Months of 2018

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 capital of the companies below:

Company Position Number of
shares
Capital, % Votes, %
Panevezio keliai AB Member of the Board/
Project Director 20,010 1.18 1.18
PK Road AB Member of the Board $\overline{\phantom{0}}$

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

AUDRIUS BALCETIS – the Member of the Board. Membership in the capital of the companies below:

Company Position Number of
shares
Capital, % Votes. %
Panevezio keliai AB Member of the Board $\overline{\phantom{a}}$
Panevezio rysiu statyba UAB Director 279,507 27
PST investicijos UAB Member of the Board $\sim$

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

VILIUS GRAZYS - 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, %
Akvalda UAB 750 50 50
Betono apsaugos sistemos UAB 40 40 40
Panevezio keliai AB Technical Director 83,058 4.45 4.45

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

JUSTAS JASIUNAS – 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.%
KINGSBUD SP.ZO.O Chairman of the Board r a

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

Following the decision of the General Meeting of Shareholders of Panevezio statybos trestas AB that had taken place on 28 April 2018, the share of profit was paid to the members of the Board of the previous term of office. Such amount of the share of profit is 38,890 Euros.

Administration:

DALIUS GESEVICIUS- Head of the Company Administration, Managing Director. Holds 38,015 shares of the company. University education (VISI, 1984), Construction Engineering. Master Degree in Management and Business Administration. 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 2017 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. 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 28 April 2018:

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. Published information

Table 9. Summary of published information from the beginning of 2018 up to the submission date of this report:

Description of notification Category of notification Language Date
Board Chairman Elected at Panevezio
statybos trestas AB
Notification on material event Lt, En 25 June 2018
Resolutions of Extraordinary General
Meeting of Shareholders
General Meeting of
Shareholders
$Lt$ , $En$ 15 June 2018
Draft Resolutions of Extraordinary
General Shareholders' Meeting
General Meeting of
Shareholders
$Lt$ , $En$ 14 June 2018
Appeal against Judgement of Vilnius
Regional Administrative Court
Notification on material event Lt, En 13 June 2018
Draft Resolutions of Extraordinary
General Meeting of Shareholders
General Meeting of
Shareholders
$Lt$ , $En$ 25 May 2018
Convening of Extraordinary General
Meeting of Shareholders
Notification on material event $Lt$ , $En$ 16 May 2018
Judgement Passed by Vilnius Regional
Administrative Court
Notification on material event $Lt$ , $En$ 14 May 2018
Resignation of the member of the Board of
Panevezio statybos trestas AB
Notification on material event $Lt$ , $En$ 10 May 2018
Extension of Deadline for Court
Judgement
Notification on material event $Lt$ , $En$ 9 May 2018
Panevezio statybos trestas AB Is Going to
Build Kaunas Waste to Energy Power
Plant in Kaunas
Notification on material event $Lt$ , $En$ 8 May 2018
Annual Information Approved by Annual
General Meeting of Shareholders of
Panevezio statybos testas AB
Annual information $Lt$ , $En$ 27 April 2018
Resolutions of Annual General Meeting of
Shareholders
General Meeting of
Shareholders
$Lt$ , $En$ 27 April 2018
Extension of Deadline for Court
Judgement
Notification on material event $Lt$ , $En$ 18 April 2018
Draft Resolutions of Annual General
Meeting of Shareholders
General Meeting of
Shareholders
$Lt$ , $En$ 5 April 2018
Preliminary Performance Results of
Panevezio statybos trestas AB and
Panevezio statybos trestas Group for
twelve months of 2017
Notification on material event $Lt$ , $En$ 29 March 2018
Convening of Annual General Meeting of
Shareholders
General Meeting of
Shareholders
$Lt$ , $En$ 27 March 2018
Panevezio statybos trestas AB Will Build
Jekabpils Multifunctional Sports Centre in
Latvia
Notification on material event $L$ t , $En$ 9 March 2018
Description of notification Category of notification Language Date
Resolution by the Director of the
Supervision Service of the Bank of
Lithuania
Notification on material event $Lt$ , $En$ 7 March 2018
Panevezio statybos trestas AB Will Build a
Complex of Apartment Buildings in Vilnius
Notification on material event Lt. En 2 Feb. 2018
Panevezio statybos trestas AB Has
Acquired Shares of Ateities projektai UAB
Notification on material event $Lt$ , $En$ 26 Jan. 2018
Appeal against Decision of Competition
Council
Notification on material event $Lt$ , $En$ 10 Jan. 2018

All notifications of Panevezio statybos trestas AB to be made public in accordance with the legal requirements are published following the timelines prescribed by the laws and legal acts of the Republic of Lithuania. Information on the material events of the company is presented through the information system of NASDAQ OMX Vilnius Stock Exchange (Globe Newswire) and published on the website of the company.

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 2018 there were no essential changes related to the company's notification on compliance with the Governance Code for the year 2017 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 First Half of
2018
First Half of
2017
INCOME 39,208 24,386
COST OF SALES $-37,782$ $-23,266$
GROSS PROFIT (LOSS) 1,426 1,120
OPERATING EXPENSES $-2,102$ $-2,241$
Sales $-189$ $-160$
General and administrative $-1,913$ $-2,081$
TYPICAL OPERATING PROFIT (LOSS) $-676$ $-1,121$
OTHER ACTIVITIES 79 104
Income 251 287
Costs $-172$ $-183$
FINANCIAL AND INVESTMENT ACTIVITIES 15 497
Income 44 514
Costs $-29$ $-17$
PROFIT (LOSS) BEFORE TAXATION $-582$ $-520$
INCOME TAX $-82$ -99
NET PROFIT (LOSS) $-664$ $-619$

Consolidated statement of comprehensive income

ITEM First Half
2018
First Half
2017
SALES 45,567 33,548
COST OF SALES 42,475 32,563
GROSS PROFIT (LOSS) 3,092 985
OPERATING EXPENSES 3,071 3,183
Sales 240 163
General and administrative 2,831 3,020
TYPICAL OPERATING PROFIT (LOSS) 21 $-2,198$
OTHER ACTIVITIES $-45$ $\theta$
Income 160 239
Costs 205 239
FINANCIAL AND INVESTMENT ACTIVITIES $-689$ 663
Income from company liquidation $\theta$ 1,722
Income from other financial activities 7 16
Other financial costs 696 1,075
PROFIT (LOSS) BEFORE TAXATION $-713$ $-1,535$
INCOME TAX 166 146
NET PROFIT (LOSS) $-879$ $-1,681$
ATTRIBUTABLE TO SHAREHOLDERS $-641$ $-1.383$
ATTRIBUTABLE TO MINORITY INTEREST $-238$ $-298$

Separate statement of financial position

ASSETS 30 June 2018 31 Dec. 2017
Non-current assets 19,619 17,322
Intangible assets 105 109
Tangible assets 6,552 6,108
Investment and amounts receivable in one year 12,962 11,050
Deferred tax assets 55
Current assets 35,694 38,603
Inventories 3,462 1,527
Prepayments 500 686
Trade receivables 14,962 7,977
Other current assets 3,112 2,980
Cash and cash equivalents 13,658 25,433
TOTAL ASSETS 55,313 55,925
EQUITY AND LIABILITIES 30 June 2018 31 Dec. 2017
Equity 37,228 38,872
Share capital 4,742 4,742
Reserves 1,677 1,713
Retained earnings 30,809 32,417
Translation reserve
Minority share
Amounts payable and liabilities 18,085 17,053
Amounts payable in one year and non-current
liabilities
741 693
Loans and other borrowings
Warranty provision and others 714 693
Deferred tax liabilities 27
Amounts payable in one year and current
liabilities
17,344 16,360
Loans and borrowings
Trade payables 12,234 8,655
Prepayments received 1,892 3,171
Income tax payable
Other liabilities 3,218 4,534
TOTAL EQUITY AND LIABILITIES: 55,313 55,925

Consolidated statement of financial position

ASSETS 30 June 2017 31 Dec. 2016
Non-current assets 9,076 8,390
Intangible assets 146 149
Tangible assets 7,457 7,023
Investment and amounts receivable in one year 1,411 1,097
Deferred tax assets 62 121
Current assets 50,315 51,299
Inventories 13,569 10,934
Advance payments 760 767
Amounts receivable 16,254 9,716
Other current assets 3,788 2,991
Cash and cash equivalents 15,944 26,891
TOTAL ASSETS: 59,391 59,689
EQUITY AND LIABILITIES 30 June 2017 31 Dec. 2016
Equity 36,251 37,483
Share capital 4,742 4,742
Reserves 1,940 1,983
Retained earnings 26,793 28,372
Translation reserve 2,776 2,386
Minority interest 1,082 1,145
Amounts payable and liabilities 22,058 21,061
Amounts payable in one year and non-current
liabilities
960 942
Loans and borrowings
Warranty provisions and other 70 54
Deferred tax liabilities 848 857
Other liabilities 42 22
Amounts payable in one year and current
liabilities
21,098 20,119
Loans and borrowings 552 639
Trade payables 13,563 10,280
Prepayments received 2,416 3,652
Income tax payable 74 19
Other liabilities 4,493 5,529
TOTAL EQUITY AND LIABILITIES: 59,391 59,689

Separate statement of changes in equity

$thon and s. Fame s$

INOUSANAS EUFOS
Share capital tangible asset
Non-current
revaluation
reserve
reserve
Legal
Retained profit Total
Balance as of 31 December 2017
Net profit (loss) for 2018
4,742 1,238 475 32,417
-664
38,872
$-664$
Total comprehensive income
Dividends
-36 $\overline{\mathcal{E}}$
$-981$
-981
Balance as of 30 June 2018 4,742 1.202 475 30,809 37,228
Balance as of 31 December 2016
Net profit (loss) for 2017
Dividends
4,742 1,312 475 33,212
$-619$
$-619$
39,741
Total comprehensive income -37 37
$-1,063$
$\bullet$
$-1,063$
Balance as of 30 June 2017 4,742 1,275 475 31,567 38,059

Panevezio statybos trestas AB Interim Financial Statements for Six Months of 2018

Consolidated statement of changes in equity

f
ï

22

Separate statement of cash flows

First Half of First Half of
2018 2017
Cash flows from operating activities
Net profit (loss) $-664$ -619
Depreciation and amortization 572 503
Profit (loss) from transfer of non-current assets $-20$
Income tax expense 82 99
$-10$ $-37$
Change in inventories $-1,935$ $-242$
Change in trade receivables $-6,984$ 2,283
Change in prepayments 186 104
Change in amounts receivable after one year $-333$ $-3$
Change in other assets $-265$ $-493$
Change in trade payables 3,580 $-3,386$
Change in prepayments received $-1,279$ 860
Change in provisions and other liabilities $-1,285$ $-1,567$
$-8,325$ $-2,481$
Income tax paid $-5$ $-253$
Net cash flows from operating activities $-8,330$ $-2,734$
Cash flows from investing activities
Acquisition of non-current assets (excl. investments) $-1,024$ $-400$
Disposal of non-current assets (excl. investments) 13 49
Acquisition of long-term investments $-400$ 0
Loans granted $-1,133$ $-184$
Loans recovered 90 111
Dividends and interest received 1 451
Net cash flows from investing activities $-2,453$ 27
Cash flows from financing activities
Dividends paid $-976$ $-1,056$
Proceeds from loans and borrowings 0 0
Loans and borrowings repaid 0 $\overline{0}$
Interest paid $-16$ $-11$
Net cash flows from financing activities $-992$ $-1.067$
Increase (decrease) in net cash flows $-11.775$ $-3.774$
Cash and its equivalent at the beginning of the period 25.433 22.410
Cash and its equivalents at the end of the period 13.658 18.636

Consolidated statement of cash flows

First Half of First Half of
2017 2016
Cash flows from operating activities
Net profit (loss) $-879$ $-1,681$
Elimination of other non-cash items:
Depreciation and amortization 695 631
Other non-cash items 216 178
32 $-872$
Change in inventories $-1,639$ $-250$
Change in contracts in progress $-1,159$ 0
Change in trade receivables $-6,537$ 3,370
Change in prepayments 7 $-160$
Change in other assets $-1,092$ 183
Change in trade payables 3,298 $-2,275$
Change in prepayments received $-1,236$ 1,326
Change in provisions and other liabilities $-976$ $-1,254$
$-9,302$ 68
Elimination of results from financial and investing
activities 557 $-3,202$
Net cash flows from operating activities
$-8,745$ $-3,134$
Cash flows from investing activities
Acquisition of non-current assets (excl. investments) $-1,119$ $-472$
Disposal of non-current assets (excl. investments) 11 48
Loans granted $-20$ 0
Loans recovered 1 11
Dividends and interest received 4 1
Net cash flows from investing activities $-1,123$ $-412$
Cash flows from financial activities
Dividends paid $-976$ $-1.061$
Proceeds from loans and borrowings 0 0
Loans and borrowings repaid -77 0
Payment of finance lease liabilities -5. -8
Interest paid $-21$ $-12$
Net cash flows from financing activities $-1,079$ $-1,081$
Increase (decrease) in net cash flows $-10,947$ $-4,627$
Cash and cash equivalents in the beginning of the period 26,891 25,382
Cash and cash equivalents at the end of the period 15,944 20,755

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 Lietuvos 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

The figures in the interim financial statement are presented in Euros.

Separate and consolidated financial statements were prepared according to the International standard of Financial Accounting applicable in the European Union.

The same accounting principles were applicable to both - the interim financial statement and the annual financial statement.

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

Currency 30 June 2018 30 June 2017
1 RUB 73.1582 67.3005
1 SEK 10.453 9.7215
1 PL N 4.3732 4.2489

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 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 2018 the investments of the Group in acquisition of non-current assets amounted to 1.119 thousands Euros. Panevezio statybos trestas AB acquired non-current assets for 1.024 thousands Euros. During the first half of 2018 the costs related to depreciation and amortization of assets of the Group amounted to 695 thousands Euros, including 572 thousands Euros accounted for in the Financial Statements of Panevezio statybos trestas AB.

Assets and liabilities

In 2018 construction of the office building has been started by Seskines projektai UAB, which incressed the Group equity by 1,011 thousand Euros.

Loans

As of 30 June 2018, the Group had loans amounting to 622 thousand Euros, including 541 thousand Euros as long-term credits of PST investiciios UAB Group.

Guarantees, sureties

As of 30 June 2017, the guarantees of the liabilities of Panevezio statybos trestas AB Group issued by credit institutions and insurance companies amounted to 18,700 thousand Euros, including 18,455 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 companies.

Transactions with associated parties

There were no significant transactions made with any associated parties.

Dividends

The Annual General Meeting of Shareholders of Panevezio statybos trestas AB that took place on 27 April 2018 made the decision to pay dividends for the year 2017 in the amount of 981 thousand Euros. As of 30 June 2018, the dividends in the amount of 976 thousand Euros have been paid, which makes 99.4 % of the amount payable.

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