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AB Akola Group

Annual Report May 19, 2015

2261_10-k_2015-05-19_da122382-c6a8-4a88-9853-75e876178998.pdf

Annual Report

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CONFIRMED at the meeting of the Board by the protocol No. 5 on 02 April, 2015

"LINAS" AB CONSOLIDATED ANNUAL REPORT FOR THE YEAR 2014

CONFIRMATION BY THE RESPONSIBLE PERSONS

Following Art.21 of the Law on Securities of the Republic of Lithuania and the Regulations for Drawing-up and Submission of the Periodic and the Additional Information issued by the Board of Lithuanian Bank, we, Saulius Šidlauskas, Director of Linas AB, and Daiva Minkeviciene, chief accountant – chief of section of accounting and analysis of Linas AB, hereby confirm that to our best knowledge the annual consolidated financial statements of the Linas AB were drawn following the International Financial Reporting Standards adopted for use in the European Union, and present the fair and accurate status of the assets, liabilities, financial condition and profit or loss and money flows of the Linas AB and the Company Group, and that the review of activities and business development and the condition of the Linas AB and Company Group together with the description of the principle risks and uncertainties it faces has been described correctly.

Summary

1. Accounting period the annual report is covering
4
2. Companies comprising the Company Group and their contact data.

4
3. Principal nature of activity
4
4.
Contracts with intermediaries of public trading securities
4
5. Data on trading in securities of the issuer in regulated markets
5
6. Fair review of entity's position, performance and development of the entity's business,
description of the principal risks and uncertainties that it faces
5
7. Analysis of financial
and non-financial performance
6
8. References and additional explanatory notes regarding the date provided in the
consolidated financial statements
7
9.Important events after the end of the preceding financial year.

7
10. Operating plans and forecasts of the Company Group
7
11. Information about research and development activities of the Company Group
7
12. Environment control.

7
13. Information about financial risk management objectives, its measures for hedging major
types of forecasted transactions for which hedge accounting is used, and the Company
Group's exposure to the cope of price risk, credit risk, liquidity risk and
cash flow risk where
the Company Group uses financial instruments and where this is of importance for the
evaluation of the Group's assets, equity capital, liabilities, financial position and performance
results
8
14. Main features of internal control and risk management systems of Group of companies in
relation with consolidated financial reports preparation.

8
15. Information
about branches and representative offices of the Company
8
16. Issuer's structure of authorised capital and encumbrances for transfer/disposal of said
securities.

9
17. Information about the own shares acquired and held by the Company and the Group and
the same acquired and transferred during the reporting period.

9
18. Shareholders
9
19. Employees.

10
20. Procedure for amendment of the Articles of association of the Issuer.

11
21. Management bodies of the Issuer
11
22. Data about the Board members and administration of the Company
14
23. All material agreements to which the Issuer is a party and which would come into effect,
be amended or terminated in case of change in the issuer's control, also their impact except
the cases where the disclosure of the nature of the agreements would cause significant
damage to the Issuer
15
24. All agreements of the Issuer and the members of its management bodies or the employee
agreements providing for a
compensation in case of the resignation or in case they are
dismissed without due reason or their employment is terminated in view of the change of
control of the Issuer.

15
25. Information on the significant transactions between related parties
15
26. Information about signed bad contracts (which are not corresponding the goals, present
common market conditions, breaking the interest of shareholders or interest of other persons,
etc.) of the company in the name of inssuer during the accounting period, which had or in
future will have negative influence on the activity of issuer and (or) activity results, also the
information about the contracts which were signed during the conflicts between issuer
managers, controlling shareholders or other related parties obligations for issuer and their
private interest and (or) other obligations.

15
27. Information on the compliance with the corporate governance code
15
28. Data about publicly disclosed information
15

1. Accounting period the annual report is covering.

The AB "Linas" consolidated annual report has been prepared for the year 2014.

2. Companies comprising the Company Group and their contact data.

Principal Company data

Name AB "Linas" (hereinafter the Company)
Authorised (share) capital 24 038 990 Lt
Domicile address S. Kerbedžio g. 23, LT-35114 Panevėžys
Telephone (8-45) 506100
Fax (8-45) 506345
E-mail address [email protected]
Webpage www.linas.lt
Legal-organisational form Public Limited Liability Company
Date and place of registration 08-03-1993, Company Register/ City of Panevėžys
Company registration number 003429
Date and place of re-registration September 9, 2004, Register of Legal Persons,
Registration Certificate No. 003429.
Company code 1476 89083
VAT code LT476890811
Principal subsidiary data
Name UAB "Lino apdaila"
Authorised (share) capital 10 000 Lt
Domicile address S. Kerbedžio g. 23, LT-35114 Panevėžys
Telephone (8-45) 506111
Fax (8-45) 506346
E-mail address
Legal –organisational form
[email protected]
Private Limited Liability Company
Date and place of registration May 23, 2008 Register of Legal Persons, Registration
Certificate No. 114552
Company code 3017 33421
VAT code LT100004113316

3. Principal nature of activity.

Principal nature of activity is production of textile products and sales.

On December 31, 2014 the Group of companies was comprised of AB "Linas" and its subsidiary company UAB "Lino apdaila". AB "Linas" holds 100% shares of the subsidiary company. The activity of AB "Linas" is sales of linen textile items; other activity of AB "Linas" management of financial asset (shares and granted loans). The activity of the textile products production is carried out at the subsidiary company UAB "Lino apdaila".

4. Contracts with intermediaries of public trading securities.

On December 4, 2003 AB "Linas" has signed the service contract with the AB SEB Bank (company code 112021238, Gedimino avenue. 12, Vilnius) regarding the management of company's stock accounting.

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

The total of 24 038 990 ordinary registered shares (ISIN code LT0000100661) the total nominal value of which is 24 038 990 Litas have been on the Baltic trading secondary list of the Vilnius Securities Exchange (VVPB symbol – LNS1).

6. Fair review of entity's position, performance and development of the entity's business, description of the principal risks and uncertainties that it faces.

Risk factors related to the activities of the issuer:

Credit:

  • Customers solvency.

The Group is seeking to control the influence of credit risk insuring the major of its customers at international insurance company, applying safe settlement forms, asking for property guarantees or the sponsorship of third parties.

Economic and political:

  • Increase in supply of Asian textile products and dumping.
  • Cyclicity of demand for linen products.
  • Seasonality: les demand in winter.
  • Rise of prices for energy resources.
  • Rise of prices for raw materials.
  • Passive policy of the Lithuanian state in regard of foreign investment and local exporters.

The Group is developing and improving marketing and production spheres, reacting to customers needs, searching for new markets, assortment possibilities, taking place in the projects witch are supplied by Lithuanian Republic or European Union.

Technical-technological:

  • Quite significant part of the technological equipment are old and wear-tear, requiring huge investment in to their repair and maintenance;
  • Lack of modern technological equipment for performance of modern and progressive processing/finishing of fabrics.

The Group is investing into the obtaining of progressive equipment, renewing of old equipment and proper maintenance in order to increase production efficiency and productivity.

During 2014 the AB "Linas" Company Group sold products and services for 41,52 million Litas. Compared to the results of 2013 the incomes of sales increased 0,95 million Litas or by 2,34 %.

Item Unit 2014 2013
Sales Thou. Lt 41 518 40 566
Profit before taxes Thou. Lt -2 898 -2 112

The main cause for significant production and sales volumes of the EU textile industry is the import of textile products from developing Eastern Asia countries, which especially has been

growing following full liberalisation of trade in textile products and lifting all quantitative restrictions on import of textile products. Large influence had also general and constant price increase for raw materials (linen and cotton).

The loss before taxation of the Group were formed, because in 2014 set of financial statements were included financial assets depreciation amounts, by writing off 6.749 thousand Lt to Company's expenses of financial and investment activities. Financial assets depreciation amounts were determined in accordance with the precautionary principle and using pessimistic assessment of debt recovery risk factors.

The reconstruction of structure of Group of companies and the flexibility allowed the Group to keep current customers and to attract the new ones during year 2014. Further the Group orients to high value added production acc. to the individual orders of the customers, makes various fabric finishing (bleaching, softening, dyeing, printing, etc.), does sewing services. Also AB "Linas" Group of the companies has the possibility to make technologically innovative fabrics finishing which gives exclusive features for natural fabric (resistance to water, mud, temperature and other) and allows to expand the assortment of produced fabrics.

Indicators Group Group
2014 2013
Net profitability (net profit/sales * 100) -8,43 -6,19
Return on equity ROE (net [profit/equity) -0,16 -0,10
Debt ratio (liabilities/assets) 0,23 0,25
Turnability of assets (sales/assets) 1,51 1,23
Book value of shares (equity/number of shares) 0,88 1,03
Indicators Group Group
2014 2013
Net profit (loss) (thou. Lt) -3 499 -2 510
EBITDA (mln. Lt) -2,22 -1,39
Profit per share -0,15 -0,10
Lowest share price (Lt) 0,273 0,238
Highest share price (Lt) 0,425 0,328
Closing price (Lt) 0,383 0,276
Capitalisation (mln. Lt) 9,22 6,63

7. Analysis of financial and non-financial performance.

There were produced in subsidiary companies:

Product description Unit 2014
UAB "Lino apdaila"
2013
UAB "Lino apdaila""
Change ( -/+
decrease/inc
rease)
Yarn t 62 76 -14
Raw fabrics thou. m 745 707 +38
Finished fabrics thou. m 1981 2032 -51

The range pf the pure linen fabrics accounted for 68,5 % of the total products produced in 2014 (in 2013 – 65,7 %). In 2014 38,8 % of the total fabrics produced were used for sewing articles (in 2013 – 36,7 %).

In 2014 the Company Group had 2 898 thou. Lt loss before taxes, and taking into account the taxes the net loss of the Group was 3 499 thou. Lt. On 2013 the net profit of the Group was 2,51 mln. Lt.

Export (out of Lithuania borders) volumes during year 2014 made 87,5 % of all sold production. Geographically the export distribution is as follows: Spain – 19,0 %, Sweden –15,4 %, Belgium – 9,9 %, Finland – 7,9 %, France – 5,7 %, USA – 5,4 %, Japan – 5,3 %, Great Britain – 3,4

%, other countries – 15,5 %. The products were sold in Latvia, Estonia, Denmark, Holland, Italy, Germany, Poland, Turkey, Austria, Norway, Australia, Canada, Russia, Portugal and other countries. 12,5 % of all sold production was sold in Lithuania during 2014.

We participated in 3 specialized textile exhibitions: in Germany and in France.

During 2014 it was bought 65 tons of cotton yarns from the Lithuanian, Bulgarian and Poland suppliers. During 2014 it was purchased 213 tons on linen yarn, 96 % of which was purchased from the Lithuanian suppliers, 4 % from Poland suppliers.

1 107 thousand m of raw fabric was bought in 2014, 95 % of it – from Belarus, 5 % - from Lithuanian suppliers.

The largest part of the chemical materials was purchased from Germany, Switzerland and Italy.

On 2014-12-31 Group not had debts to the banks. On 2014-12-31 the sum of AB "Linas" granted loans with interests made 5,9 mln. Lt.

8. References and additional explanatory notes regarding the date provided in the consolidated financial statements.

The financial statements have been prepared following the International Financial Accounting Standards. The data provided in the annual financial statements and in the explanatory note are sufficient and comprehensive.

9.Important events after the end of the preceding financial year.

The financial report of the Company and Consolidate financial statements were audited by the independent auditing company the UAB "Audito sprendimai" selected via the bidding procedure. The audit was performed by auditor Rita Matulienė (Auditor certificate No.000375).

10. Operating plans and forecasts of the Company Group.

In 2015 the Group of Linas, AB plans to produce linen products to customers which put value upon combination of naturalness and modernity. Companies of the Group will vouch for reliable partnership with customers and suppliers, also will vouch for safe environment to employees as before. The main objectives of the Group are: to increase volume of sales, expanding market in foreign countries and Lithuania, and to decrease cost price of production, optimizing expenses of production, buying cheaper raw materials.

It is planned to give about 0,69 mln Lt (0,2 mln Eur) for the obtaining of technological equipment and renovations during year 2015.

11. Information about research and development activities of the Company Group.

The Company Group was not carrying out activities related to research and development.

12. Environment control.

The items, which are produced by AB "Linas" Group of companies, are ecological, nonwaste product which is not making harmful effect for nature and ecologic. The Group is working acc.to internationally acknowledged quality requirements corresponding to OEKO-TEX 100 standard.

AB "Linas" Group of companies execute its activity acc.to TIPK (integrated prevention and control of pollution) license No.1 – 1/002, corrected on 2013-02-15. The GPGB requirements (the best available production methods) are applied in the Group. The Group constantly observe its indicators, executing water taking, sewage and air pollution monitoring, planning and implementing investments, which allow to decrease production and activity expenses and energetic costs and improve environmental control of the Group.

Linas, AB consolidated annual report for the year 2014 8
Pollution characteristic of year 2014:
1.Wastes (including composite communal) 181,45 tons
2.Outflow (production) 201 thousand m3
Expenses for environment control during year 2014:
1.Taxes for atmosphere pollution (mobile resources) - 417 Lt
2.Tax for outflow (production) - 649 371 Lt
(for production outflow passing to AB "Aukštaitijos vandenys")
3.Taxes for natural resources - 24 624 Lt

All secondary wastes which form in the company – glass, metal, packages of paper and carton, plastic packages and others – are being sorted and passed to the waste administering companies acc.to the signed contracts.

The possibility to limit company's activity or to stop it regarding the influence on the surrounding is very small.

13. Information about financial risk management objectives, its measures for hedging major types of forecasted transactions for which hedge accounting is used, and the Company Group's exposure to the cope of price risk, credit risk, liquidity risk and cash flow risk where the Company Group uses financial instruments and where this is of importance for the evaluation of the Group's assets, equity capital, liabilities, financial position and performance results.

The Company Group was not using the financial instruments which are of importance for the evaluation of the Group's assets, equity capital, financial position and performance results.

14. Main features of internal control and risk management systems of Group of companies in relation with consolidated financial reports preparation.

The audit committee is supervising the preparation of consolidated financial reports, management systems of internal control and financial risk, observation law regulations which regulate preparation of consolidated financial reports.

The application of internal control measures of the Group are indicated by separate orders of the manager, other internal documents. The managers of the Group, through the long job experience, know very well the specific of the activity and risk fields. The shareholder of AB" Linas" participates in the management of the company in 2014. All this allows to implement sufficient level internal control system in the company.

Financial reports of the Group are prepared acc.to International financial accountability standards (TFAS) confirmed by EU. The same internal control organization and accounting principles are applied for all companies of the Group. When preparing these consolidated financial reports, all inter operation between the Group and balance remainders of the accounts and unrealized profit (losses) from the contracts between the Group of companies are being eliminated.

Responsible accounting employees constantly checking International financial accounting standards (TFAS), analyzing contracts which are significant for the activity of the company and the Group, ensuring timely and correct processing of collected information and its preparation for financial accountability.

15. Information about branches and representative offices of the Company.

The AB "Linas" does not have any branches or representative offices.

16. Issuer's structure of authorised capital and encumbrances for transfer/disposal of said securities.

The authorised capital registered in the company register of the Republic of Lithuania is equal to 24 038 990 Lt.

The structure of the authorised capital of the AB "Linas" according to types of shares is as below:

Type of shares Number of shares Nominal value
(Lt)
Total nominal
value
Percentage in the
authorised capital
Ordinary
registered shares
24 038 990 1 24 038 990 100,00
Total: 24 038 990 - 24 038 990 100,00

All shares of the AB "Linas" have been paid in full and they are not subject to any encumbrances for transfer/disposal of said securities.

The shares of the Company present the same property and non-property rights and liabilities according to the indications of Joint Stock Company's law.

17. Information about the own shares acquired and held by the Company and the Group and the same acquired and transferred during the reporting period.

The Company has not acquired any of its own shares. The subsidiary has also not acquired any of the Company's shares. Neither the Company nor its subsidiary has bought or sold its own shares.

18. Shareholders.

The total number of shareholder of the AB "Linas" as for December 31, 2014 was 1 164.

The shareholders holding or in command of more than 5 per cent of the authorised capital of the Company as for December 31, 2014 were:

Shareholder's name, surname, Number of Percentage Percentage of Percentage of
company's name, type, ordinary registered
shares held on
of
authorised
votes granted by
the shares held on
votes held
together with the
domicile address, code in the property ownership capital held property persons acting
Register of
Enterprises)
right (pcs.) ownership right together
Roocero Associated Limited,
35 Barrack Road,
Belize City,
Belize, code in the Register 5 406 533 22,49% 22,49% 22,49%
of Enterprises 106446
Danelika Services Limited, 3
Michael Koutsofta street,
Limassol, Cyprus, code in the 4 156 585 17,29% 17,29% 17,29%
Register of Enterprises
HE289213
Association "EEEE",
Savanoriu pr. 192, Kaunas, 2 831 699 11,78% 11,78% 11,78%
code in the Register of
Enterprises 302572729
"Rivena", UAB, P.Zadeikos
g. 13-35, Vilnius, code in the 2 423 030 10,08% 10,08% 10,08%
Register of Enterprises
302521510
Nojus Lenciauskas 2 360 000 9,82% 9,82% 9,82%

None of the shareholders of the Company have any special control rights. All shareholders have equal rights, so the number of shares of the AB "Linas" carrying votes at the general meeting of shareholders is 24 038 990.

The Company has not been notified any agreements between the shareholders due to which the transfer of securities and/or voting rights could be encumbered.

19. Employees.

The average listed number of employees in AB "Linas" Group of companies was 317 employees on year 2014. On 2013 this average was 326. During the year the average number of employees decreased by 9 or 2,76%. The number of employees has stabilized during financial year and is changing only regarding the changes of job organizing.

Employees 2014 2013
Average
conditional
number of
employees
Average
salary/wage, Lt
Average
conditional
number of
employees
Average
salary/wage, Lt
Management
personnel
14 5202 13 5820
Specialists and
clerks
42 2421 45 2384
Workers 239 1511 252 1431
Total 295 1816 310 1754

The wages to the employees of the Group were paid observing the confirmed labour payment regulations, the Law on labour safety and health and other laws of the Republic of Lithuanian and decisions by the Government. Average calculated wage in 2014 was 1816 Lt and compared to 2013 increased by 3,53 % (in 2013 - 1754 Lt).

AB "Linas" Group of companies employees acc. to the education on 2014-12-31:

Employees education Number of employees
Higher education 53
Further education 68
Special secondary education 144
Secondary education 55
Totally: 320

The Collective Agreement in AB "Linas" Group of companies indicates:

  1. One-off irretrievable pay is paid:

-when employee of the company dies and the family of employee grows children (adoptee) till 18 years old, also the oldest if they are studying at secondary schools at day shift, at professional or higher schools at day shift (including the period of academic holidays), but no longer till 24 – 6 base social pays;

-when spouse of company's employee dies and the family of employee grows children (adoptee) till 18 years old, also the oldest if they are studying at secondary schools at day shift, at professional or higher schools at day shift (including the period of academic holidays), but no longer till 24 – 6 base social pays.

  1. Additional paid holidays:

up to 3 calendar days in case of death of a family member (parents, husband, wife, child, brother, sister);

-1 calendar day for the marriage.

  1. The employees who must undergo compulsory medical examination shall be paid average wage for the time spent for such medical check-up. The employer shall also cover all the costs related to such medical checkups.

20. Procedure for amendment of the Articles of association of the Issuer.

The Law on Companies of the Republic of Lithuania provides that the right to amend the Articles of Association shall be vested exclusively in the general meeting of shareholders. Adoption of amendment of the Articles of Association requires 2/3 majority vote of the shareholders attending the meeting.

21. Management bodies of the Issuer

As determined by the Articles of Association of the AB "Linas" the management bodies of the Company are:

  • General meeting of shareholders;
  • The Board of the AB "Linas";
  • Head (Director) of the AB "Linas".

The Supervisory Council shall not be formed.

General meeting of the shareholders is the highest body of the company.

Only General meeting of the shareholders has the right to:

-change the regulations of the company, except the exceptions indicated by Joint Stock Company's law of Lithuanian Republic;

-to elect and to cancel members of the Board, audit company;

-to indicate payment conditions for audit services;

-to confirm annual financial accountability;

-to take the decision to increase the authorized capital;

-to indicate the shares class, number and nominal value of issued company's shares and the minimal price of the emission;

-to take the decision to cancel the priority right to all shareholders to obtain company's shares of concrete emission or convertible bonds;

-to take the decision to decrease authorized capital, except the exceptions indicated in Joint Stock Company's law of Lithuanian Republic;

-to take the decision to issue convertible bonds;

-to take the decision to convert company's one class shares into the other class, to confirm the order of shares convert;

-to take the decision to obtain own shares for the Company;

-to take the decision to liquidate the company, to cancel the liquidation of the company, except the cases indicated in Joint Stock Company's law of Lithuanian Republic;

-to elect and to cancel company's liquidator, except the cases indicated in Joint Stock Company's law of Lithuanian Republic;

-to take the decision regarding company's reorganization or separation and to confirm the conditions of reorganization or separation;

-to take the decision to reorganize the company;

-to take the decision to shake-up the company;

Linas, AB consolidated annual report for the year 2014 12

-to take the decision regarding the allotment of profit (loss);

-to take the decision regarding the reserves making, using, decreasing or cancelling.

General Meeting of shareholders can also solve other questions, which are not attributed to the competence of other company's bodies according to Joint Stock Company's law of Lithuanian Republic, and if they are not the function of other managing bodies.

The call order of General meeting of shareholders of the company doesn't differ from the order indicated in Joint Stock Company's law of Lithuanian Republic.

The Board is the collegial management body of the company. The Board is elected by General Meeting of shareholders according to the order indicated in Joint Stock Company's law of Lithuanian Republic. If single members of the Board are elected, so they are elected only up to the end of existing Board cadence. The Board consists of 4 members for 4 years. The chief of the Board is elected by the Board from its members. The working order of the Board is indicated in the accepted work regulation of the Board.

The Board executes its functions during the period indicated in the regulations or up to time when the new Board will be elected and will start the job, but not longer General Meeting of shareholders which is held at the end of the Board's cadence.

General Meeting of shareholders can cancel all the Board or its single members if there cadence is still not over. The member of Board can resign from his post even if the cadence is still not over and to inform the company in written not later 14 days.

The competence of the Company's Board the procedure of it election and dismissal are not different from the same provided for in the Law on Companies of the Republic of Lithuania.

The Board shall consider and confirm:

  • Activity strategy of the Company;
  • Activity report of the Company;
  • Organisation/management structure of the Company and list of positions;
  • List of positions to which the employees are admitted following selection procedure;
  • Regulations of branches and representative offices of the Company.

The Board shall elect the head of the Company and fix his salary, other terms and conditions of the employment contract with him, confirm his job description, apply motivation and disciplinary measures.

The Board shall decide on the information to be treated as commercial (production) secret of the Company.

The Board shall adopt:

  • Decisions on becoming the founder or member of other legal persons;
  • Decisions on establishing branches and representative offices of the Company;
  • Decisions regarding the buying of long-term asset, investment, transfer, lease, mortgage and hypotec;
  • Decisions regarding the sponsion or guarantee of liabilities execution of other ;
  • Decision to reorganise the Company in cases provided for in Law on Reorganisation of Companies;
  • Other decisions attributed to the competence of the Board by the Articles of Association or by resolutions of the General meeting of shareholders;

Before investing the funds or other assets into other legal persons the Board must notify the creditors with who the Company has not settled accounts in the event the total outstanding amount to such creditors is exceeding 1/20 of the authorised capital of the Company.

The Board shall analyse and assess the materials presented by the head of the Company concerning:

  • Implementation of the strategy of Company's activities;
  • Organisation of company's activities;
  • Financial condition of the Company;

  • Results of business activities, budgets for income and expenses, data of stocktaking and other changes related to assets of the Company;

  • The draft annual financial statements of the Company and the draft profit (loss) appropriation statement and present them to the General meeting of shareholders.

The competence of company's director, the order of his election or cancelation is not differ from the order indicated in Joint Stock Company's law of Lithuanian Republic.

Director of the company:

-organizes daily activity of the company, hires or fires employees, makes and terminates job contracts with them, motivates employees or signs penalties for them;

-indicates calculation normative of property deterioration of the company;

-acts in the name of the company and has the right to sign contracts autocratically;

-has to secure company's commercial (production) secrets which he knew being at this post;

-presents the questions to discuss to the Board of the company and to General Meeting of shareholders;

-represents the company at the court, in relationships with other juridical and physical persons;

-presents the authorization to other persons to execute ions which are at his competence;

-executes others functions indicated by the laws of Lithuanian Republic and law regulations.

Director of the company is responsible for:

-organization of company's activity and execution of its goals;

-preparation of annual financial accountability;

-signing the contract with audit company;

-presentation of information and documents for General Meeting of shareholders, for the Board, in the cases indicated in Joint Stock Company's law of Lithuanian Republic or according their request;

-presentation of company's documents and data to the manager of juridical persons register;

-presentation of company's documents to the Securities Commission and to Central Security Depository of Lithuania;

-public announcement of information, indicated in Joint Stock Company's law of Lithuanian Republic, in newspaper "Lietuvos rytas";

-presentation of information to shareholders;

-presentation of all necessary documents which are indicated in the contract with audit company for concrete inspection;

-other post execution indicated in Joint Stock Company's law of Lithuanian Republic and other laws and regulations, also in regulations of the company and in job description of company's manager.

According to the decision of General meeting of Shareholders dated May 12, 2009 the Audit committee is formed at AB "Linas". Company's Audit committee consists of two members, one of which should be independent. General Meeting of shareholders elect or cancel members of Audit committee according to the offer of company's Board. The cadence period of audit committee – four years. Continuous cadence period of the member of Audit committee could not be longer than twelve years.

Main functions of Audit committee:

-to present recommendations to company's Board in relation with selection, nomination, repeated nomination and cancellation of external audit company and to present the contract conditions with audit company;

-to watch the execution process of external audit;

-to watch how external auditor keeps to the principles of objectivity and independence;

-to watch the preparation process of company's financial reports;

-to watch the system effectiveness of Company's internal control, risk management and internal audit, if it is working in the company;

-to execute other functions indicated in Lithuanian Republic laws and to keep to provided recommendations of management codex of companies listed at Vilnius NASDAQ OMX.

22. Data about the Board members and administration of the Company.

RAMUNAS LENCIAUSKAS – Chairman of the Board. University education, graduated from the Kaunas Technology University where studied machine engineering, economics and management. Qualifications – engineer-economist. 1995-2005 AB "Linas" manager (president), general director, president, temporary expert of business and finance strategic management, adviser on business and finance strategic management; 2007-2008 AB "Linas" adviser on business and finance strategic management, director. The owner of R. Lenciauskas individual company. From 2014-05-31 up to 2014-12-31-Director of the AB "Linas". Does not hold shares of the Company from 2014-08-20.

MARTYNAS JASINSKAS – member of the Board and head of administration of the Company – the Director. University education, graduated from engineering industry and management studies in bacaalaureate and engineering of technical textile studies in master's degree in the Kaunas Technology University. From 2008-08-11 up to 2014-05-30 - Director of the AB "Linas". Does not hold shares of the Company.

DAIVA MINKEVICIENE – Since 2008-10-13 chief accountant – chief of section of accounting and analysis of the Company. University education, graduated from economics studies in the Vilnius University. Does not hold shares of the Company.

GINTARE DAMBRAUSKAITE-Lenciauske – member of the Board. Higher education, finished management and business administration bachelor studies at Management and economic university (ISM) and master studies of human recourses management at Mykolo Romerio university. The director of UAB "Linas Sventoji". The director of UAB "Salduta". The director of UAB "NI Linasta". The direktor of R. Lenciauskas individual company. Since 2013-06-03 – deputy of director of the AB "Linas". Does not hold shares of the Company.

Members of the Board are elected on May 17, 2011 during General meeting of shareholders for four year cadence.

SAULIUS ŠIDLAUSKAS – Development director of the Company from 2014-08-04 up to 2014- 12-31. Since 2015 01 01 – the manager of administration - director. Higher education, obtained production management bachelor degree at Kaunas University of Technology. Does not hold shares of the Company.

The members of the management bodies of the AB "Linas" have never been convicted for property, business or financial offences.

Information about total amounts and averages per person of the salaries and annual payments from profit paid during the reporting period to the members of the Board and head of administration:

Indicator Salary for
2014 (Lt)
Payment
from profit
for 2014 (Lt)
Other
payments
from
profit (Lt)
Total (Lt)
Average per member of the Board - - - -
Total for all members of the Board - - - -
Average per member of administration 53 072 - - 53 072
Total for all members of
administration
265 362 - - 265 362

Members of Audit committee were elected for four years cadence during General meeting of shareholders on May 16, 2013. Authorizations are granted to the members of Audit committee and their executing functions are according to regulations of Audit committee.

VILMA POLIKEVICIENE – member of Audit committee. Deputy of AB "Linas" chief accountant – manager of accounting department for taxing accounting. Does not hold shares of the Company.

SVETLANA GREKOVA – independent member of Audit committee. Director of the UAB "Revizorius ir partneriai". Does not hold shares of the Company.

23. All material agreements to which the Issuer is a party and which would come into effect, be amended or terminated in case of change in the issuer's control, also their impact except the cases where the disclosure of the nature of the agreements would cause significant damage to the Issuer

None.

24. All agreements of the Issuer and the members of its management bodies or the employee agreements providing for a compensation in case of the resignation or in case they are dismissed without due reason or their employment is terminated in view of the change of control of the Issuer.

None.

25. Information on the significant transactions between related parties.

Information on the transactions between the related parties is provided in section 4.20 of the explanatory notes to the financial statements.

26. Information about signed bad contracts (which are not corresponding the goals, present common market conditions, breaking the interest of shareholders or interest of other persons, etc.) of the company in the name of insurer during the accounting period, which had or in future will have negative influence on the activity of issuer and (or) activity results, also the information about the contracts which were signed during the conflicts between issuer managers, controlling shareholders or other related parties obligations for issuer and their private interest and (or) other obligations.

None.

27. Information on the compliance with the corporate governance code.

The information regarding compliance with the corporate governance code is presented in Annex 1.

28. Data about publicly disclosed information.

During January – December of year 2014 the Company announced following essential events:

2014-02-27 Preliminary not audited activity results of twelve months of year 2013 of company AB "Linas" and Group of companies;

2014-03-28 AB "Linas" the Ordinary General Meeting of Shareholders convocation;

2014-04-08 Draft Resolutions of the Annual General Meeting of Shareholders;

2014-04-30 AB "Linas" General Meeting of Shareholders didn't take place. Repeated General Meeting of Shareholders will be held on May 19, 2014;

2014-04-30 Draft Resolutions of the Repeated Annual General Meeting of Shareholders of AB "Linas";

2014-05-19 Resolutions of Repeated Annual General Meeting of Shareholders;

2014-05-27 Activity results of three months of year 2014 of company AB "Linas" and Group of companies;

2014-05-27 Director of AB "Linas" has been changed;

2014-05-29 Regarding the resignation of the board member;

2014-08-28 Activity results of six months of year 2014 of company AB "Linas" and Group of companies;

2014-11-06 Notice about the termination of audit firm contract;

2014-11-21 Activity results of nine months of year 2014 of company AB "Linas" and Group of companies;

2014-12-08 AB "Linas" the Extraordinary General Meeting of Shareholders convocation;

2014-12-18 Draft Resolutions of the Extraordinary General Meeting of Shareholders;

2014-12-18 Director of AB "Linas" has been changed.

All information on material events made public during 2014 is available on the AB "Linas" webpage www.linas.lt.

AB "Linas" information about general meeting of shareholders is published in daily paper "Lietuvos rytas".

Director Saulius Šidlauskas

Annex 1 To AB "Linas" annual report of year 2014

Disclosure form concerning the compliance with the Governance Code for the companies listed on the regulated market

The public company "Name of Issuer", following Article 21 paragraph 3 of the Law on Securities of the Republic of Lithuania and item 20.5 of the Trading Rules of the Vilnius Stock Exchange, discloses its compliance with the Governance Code, approved by the VSE for the companies listed on the regulated market, and its specific provisions. In the event of noncompliance with the Code or with certain provisions thereof, it must be specified which provisions are not complied with and the reasons of non-compliance.

Principle I: Basic Provisions

The overriding objective of a company should be to operate in common interests of all the shareholders by optimizing over time shareholder value.

1.1. A company should adopt and make public the
company's development strategy and objectives by
clearly declaring how the company intends to meet the
interests of its shareholders and optimize shareholder
value.
YES Company presents such kind of information in company's
web page www.linas.lt and in the reports of NASDAQ
OMX Vilnius.
1.2. All management bodies of a company should act in
furtherance of the declared strategic objectives in view
of the need to optimize shareholder value.
YES
1.3. A company's supervisory and management bodies
should act in close co-operation in order to attain
maximum benefit for the company and its shareholders.
YES The Company bodies (the board and manager of the
Company) co-operate when dealing with issues of
importance to the activity of the Company. The board and
the manager hold joint sessions.
1.4. A company's supervisory and management bodies
should ensure that the rights and interests of persons
other than the company's shareholders (e.g. employees,
creditors,
suppliers,
clients,
local
community),
participating in or connected with the company's
operation, are duly respected.
YES

Principle II: The corporate governance framework

The corporate governance framework should ensure the strategic guidance of the company, the effective oversight of the company's management bodies, an appropriate balance and distribution of functions between the company's bodies, protection of the shareholders' interests.

2.1. Besides obligatory bodies provided for in the Law NO Supervisory Board is not formed in the company.
on Companies of the Republic of Lithuania – a general Company's Board is executing functions of supervision
shareholders' meeting and the chief executive officer, it body in a particular level. The Board of company controls
is recommended that a company should set up both a and supervises how the chief executive officer and
collegial supervisory body and a collegial management management execute the strategy of the company.
body. The setting up of collegial bodies for supervision
and
management
facilitates
clear
separation
of
management and supervisory functions in the company,
accountability and control on the part of the chief
executive officer, which, in its turn, facilitate a more
efficient and transparent management process.
2.2. A collegial management body is responsible for the
strategic management of the company and performs
other key functions of corporate governance. A
collegial supervisory body is responsible for the
effective supervision of the company's management
bodies.
YES As the Company has collegial management body, the
board, there is no collegial supervision body in the
Company.
2.3. Where a company chooses to form only one
collegial body, it is recommended that it should be a
supervisory body, i.e. the supervisory board. In such a
case, the supervisory board is responsible for the
effective monitoring of the functions performed by the
company's chief executive officer.
NO Supervisory Board is not formed in the company. Board
of company is executing the supervision of prosecuted
functions of chief executive of the company.
2.4. The collegial supervisory body to be elected by the
general shareholders' meeting should be set up and
should act in the manner defined in Principles III and
IV. Where a company should decide not to set up a
collegial supervisory body but rather a collegial
management body, i.e. the board, Principles III and IV
should apply to the board as long as that does not
contradict the essence and purpose of this body.
YES
2.5. Company's management and supervisory bodies
should comprise such number of board (executive
directors) and supervisory (non-executive directors)
board members that no individual or small group of
individuals can dominate decision-making on the part
of these bodies.
YES Company's Board is made of 4 members.
2.6. Non-executive directors or members of the
supervisory board should be appointed for specified
terms subject to individual re-election, at maximum
intervals provided for in the Lithuanian legislation with
a
view
to
ensuring
necessary
development
of
professional
experience
and
sufficiently
frequent
reconfirmation of their status. A possibility to remove
them should also be stipulated however this procedure
should not be easier than the removal procedure for an
executive director or a member of the management
board.
YES The board holds office for four years. The statutes of the
company set no restriction on re-election of the same
individuals to hold office.
2.7. Chairman of the collegial body elected by the
general shareholders' meeting may be a person whose
current or past office constitutes no obstacle to conduct
independent
and
impartial
supervision.
Where
a
company should decide not to set up a supervisory
board but rather the board, it is recommended that the
chairman of the board and chief executive officer of the
company
should
be
a
different
person.
Former
company's chief executive officer should not be
immediately nominated as the chairman of the collegial
body elected by the general shareholders' meeting.
When a company chooses to departure from these
recommendations, it should furnish information on the
measures it has taken to ensure impartiality of the
supervision.
YES

Principle III: The order of the formation of a collegial body to be elected by a general shareholders' meeting

The order of the formation a collegial body to be elected by a general shareholders' meeting should ensure representation of minority shareholders, accountability of this body to the shareholders and objective monitoring of the company's operation and its management bodies.1

3.1. The mechanism of the formation of a collegial
body to be elected by a general shareholders' meeting
(hereinafter in this Principle referred to as the 'collegial
body') should ensure objective and fair monitoring of
the
company's
management
bodies
as
well
as
representation of minority shareholders.
YES The Company shall make information on candidates to
the board members publicly available; voting mechanism
shall be employed to implement those references.
Members
of
collegial
body
of
the
Company
are
remunerated on the funds of the Company.
3.2. Names and surnames of the candidates to become
members of a collegial body, information about their
education,
qualification,
professional
background,
positions taken and potential conflicts of interest should
be
disclosed
early
enough
before
the
general
shareholders' meeting so that the shareholders would
have sufficient time to make an informed voting
decision.
All
factors
affecting
the
candidate's
independence, the sample list of which is set out in
Recommendation 3.7, should be also disclosed. The
collegial body should also be informed on any
subsequent changes in the provided information. The
collegial body should, on yearly basis, collect data
provided in this item on its members and disclose this
in the company's annual report.
YES The information above shall be provided and updated
regularly, in the annual and interim reports of the
company.
3.3. Should a person be nominated for members of a
collegial body, such nomination should be followed by
the disclosure of information on candidate's particular
competences relevant to his/her service on the collegial
body. In order shareholders and investors are able to
ascertain whether member's competence is further
relevant, the collegial body should, in its annual report,
disclose the information on its composition and
particular competences of individual members which
are relevant to their service on the collegial body.
NO The Company shall not make any information publicly
available, unless the same is provided by the members of
collegial body; the information on the composition of
collegial body shall be included in the annual and interim
reports of the Company.
3.4. In order to maintain a proper balance in terms of
the current qualifications possessed by its members, the
collegial body should determine its desired composition
with regard to the company's structure and activities,
and have this periodically evaluated. The collegial body
should ensure that it is composed of members who, as a
whole, have the required diversity of knowledge,
judgment and experience to complete their tasks
properly.
The
members
of
the
audit
committee,
collectively, should have a recent knowledge and
relevant experience in the fields of finance, accounting
and/or audit for the stock exchange listed companies.
YES
3.5. All new members of the collegial body should be
offered a tailored program focused on introducing a
member with his/her duties, corporate organization and
activities. The collegial body should conduct an annual
review to identify fields where its members need to
update their skills and knowledge.
YES/NO Individual program is not foreseen, because it is not
required by any laws.
3.6. In order to ensure that all material conflicts of
interest related with a member of the collegial body are
resolved properly, the collegial body should comprise a
sufficient number of independent members.
NO The Company applies no evaluation on independence of
the members of collegial body.
3.7. A member of the collegial body should be
considered to be independent only if he is free of any
business,
family
or
other
relationship
with
the
company,
its
controlling
shareholder
or
the
management of either, that creates a conflict of interest
such as to impair his judgment. Since all cases when
member of the collegial body is likely to become
dependant
are
impossible
to
list,
moreover,
relationships and circumstances associated with the
determination of independence may vary amongst
companies and the best practices of solving this
problem are yet to evolve in the course of time,
assessment of independence of a member of the
collegial body should be based on the contents of the
relationship and circumstances rather than their form.
The key criteria for identifying whether a member of
the collegial body can be considered to be independent
NO The Company does not follow reference given by the
management code, as the members of collegial body are
related to the key shareholders of the Company.
are the following:
He/she is not an executive director or member of the
board (if a collegial body elected by the general
shareholders' meeting is the supervisory board) of the
company or any associated company and has not been
such during the last five years;
He/she is not an employee of the company or some any
company and has not been such during the last three
years, except for cases when a member of the collegial
body does not belong to the senior management and
was elected to the collegial body as a representative of
the employees;
He/she is not receiving or has been not receiving
significant additional remuneration from the company
or associated company other than remuneration for the
office
in
the
collegial
body.
Such
additional
remuneration includes participation in share options or
some other performance based pay systems; it does not
include compensation payments for the previous office
in the company (provided that such payment is no way
related with later position) as per pension plans
(inclusive of deferred compensations);
He/she is not a controlling shareholder or representative
of such shareholder (control as defined in the Council
Directive 83/349/EEC Article 1 Part 1);
He/she does not have and did not have any material
business relations with the company or associated
company within the past year directly or as a partner,
shareholder, director or superior employee of the
subject
having
such
relationship.
A
subject
is
considered to have business relations when it is a major
supplier or service provider (inclusive of financial,
legal, counseling and consulting services), major client
or organization receiving significant payments from the
company or its group;
He/she is not and has not been, during the last three
years, partner or employee of the current or former
external audit company of the company or associated
company;

He/she is not an executive director or member of the board in some other company where executive director

of the company or member of the board (if a collegial
body elected by the general shareholders' meeting is
the supervisory board) is non-executive director or
member of the supervisory board, he/she may not also
have any other material relationships with executive
directors
of
the
company
that
arise
from
their
participation in activities of other companies or bodies;
He/she has not been in the position of a member of the
collegial body for over than 12 years;
He/she is not a close relative to an executive director or
member of the board (if a collegial body elected by the
general shareholders' meeting is the supervisory board)
or to any person listed in above items 1 to 8. Close
relative is considered to be a spouse (common-law
spouse), children and parents.
3.8.
The
determination
of
what
constitutes
independence
is
fundamentally
an
issue
for
the
collegial body itself to determine. The collegial body
may decide that, despite a particular member meets all
the criteria of independence laid down in this Code, he
cannot be considered independent due to special
personal or company-related circumstances.
Not
applicable
3.9. Necessary information on conclusions the collegial
body has come to in its determination of whether a
particular member of the body should be considered to
be independent should be disclosed. When a person is
nominated to become a member of the collegial body,
the company should disclose whether it considers the
person to be independent. When a particular member of
the collegial body does not meet one or more criteria of
independence set out in this Code, the company should
disclose its reasons for nevertheless considering the
member to be independent. In addition, the company
should annually disclose which members of the
collegial body it considers to be independent.
NO The Company applies no evaluation on independence of
the members of collegial body.
3.10. When one or more criteria of independence set
out in this Code has not been met throughout the year,
the company should disclose its reasons for considering
a particular member of the collegial body to be
independent. To ensure accuracy of the information
disclosed in relation with the independence of the
members of the collegial body, the company should
require
independent
members
to
have
their
independence periodically re-confirmed.
NO The Company's statements indicate the relation of the
board members to the Company, although the same
applies no evaluation on independence of the members of
collegial body.
3.11. In order to remunerate members of a collegial
body for their work and participation in the meetings of
the collegial body, they may be remunerated from the
company's funds. The general shareholders' meeting
should approve the amount of such remuneration.
Not
applicable
Company is not remunerates the members of Board.

Principle IV: The duties and liabilities of a collegial body elected by the general shareholders' meeting

The corporate governance framework should ensure proper and effective functioning of the collegial body elected by the general shareholders' meeting, and the powers granted to the collegial body should ensure effective monitoring1 of the company's management bodies and protection of interests of all the company's shareholders.

4.1.
The
collegial
body
elected
by
the
general
YES
The
Board
is
doing
all
supervision
functions
of
shareholders' meeting (hereinafter in this Principle management body activity which are attributed to the
referred to as the 'collegial body') should ensure Board of the company.
integrity and transparency of the company's financial
statements and the control system. The collegial body
should
issue
recommendations
to
the
company's
management bodies and monitor and control the
company's management performance.
4.2. Members of the collegial body should act in good
faith, with care and responsibility for the benefit and in
the interests of the company and its shareholders with
due regard to the interests of employees and public
welfare. Independent members of the collegial body
should
(a)
under
all
circumstances
maintain
independence of their analysis, decision-making and
actions (b) do not seek and accept any unjustified
privileges that might compromise their independence,
and (c) clearly express their objections should a
member consider that decision of the collegial body is
against the interests of the company. Should a collegial
body have passed decisions independent member has
serious
doubts
about,
the
member
should
make
adequate conclusions. Should an independent member
resign from his office, he should explain the reasons in
a letter addressed to the collegial body or audit
committee and, if necessary, respective company-not
pertaining body (institution).
YES/NO Members of Board are acting in behalf of company and
shareholders
and
in
behalf
of
their
interest.
The
independency of members of the Board is not valued.
4.3. Each member should devote sufficient time and
attention to perform his duties as a member of the
collegial body. Each member of the collegial body
should limit other professional obligations of his (in
particular any directorships held in other companies) in
such a manner they do not interfere with proper
performance of duties of a member of the collegial
body. In the event a member of the collegial body
should be present in less than a half of the meetings of
the collegial body throughout the financial year of the
company, shareholders of the company should be
notified.
YES/NO Members of Board are participating in the meetings and
paying a lot of attention to the execution of their
responsibilities.
The
company
is
not
informing
shareholders about the participation of members of Board
in the meetings.
4.4. Where decisions of a collegial body may have a
different effect on the company's shareholders, the
collegial body should treat all shareholders impartially
and fairly. It should ensure that shareholders are
properly informed on the company's affairs, strategies,
risk management and resolution of conflicts of interest.
The company should have a clearly established role of
members of the collegial body when communicating
with and committing to shareholders.
YES The member of the board of the Company follow
legislative principles governing communication to the
shareholders and make key information on the activity of
the Company available at the Company's website at
www.linas.lt, as well as in reports of NASDAQ OMX
Vilnius.
4.5. It is recommended that transactions (except
insignificant ones due to their low value or concluded
when carrying out routine operations in the company
under
usual
conditions),
concluded
between
the
company
and
its
shareholders,
members
of
the
supervisory or managing bodies or other natural or
legal persons that exert or may exert influence on the
company's management should be subject to approval
of the collegial body. The decision concerning approval
of such transactions should be deemed adopted only
provided the majority of the independent members of
the collegial body voted for such a decision.
YES
4.6. The collegial body should be independent in
passing decisions that are significant for the company's
operations and strategy. Taken separately, the collegial
body
should
be
independent
of
the
company's
management bodies. Members of the collegial body
should act and pass decisions without an outside
influence from the persons who have elected it.
Companies should ensure that the collegial body and its
committees are provided with sufficient administrative
and financial resources to discharge their duties,
including the right to obtain, in particular from
employees
of
the
company,
all
the
necessary
information or to seek independent legal, accounting or
any other advice on issues pertaining to the competence
of the collegial body and its committees.
YES
4.7. Activities of the collegial body should be organized
in a manner that independent members of the collegial
body could have major influence in relevant areas
where chances of occurrence of conflicts of interest are
very high. Such areas to be considered as highly
relevant are issues of nomination of company's
directors, determination of directors' remuneration and
control and assessment of company's audit. Therefore
when the mentioned issues are attributable to the
competence of the collegial body, it is recommended
that the collegial body should establish nomination,
remuneration, and audit committees. Companies should
ensure that the functions attributable to the nomination,
remuneration, and audit committees are carried out.
However they may decide to merge these functions and
set up less than three committees. In such case a
company should explain in detail reasons behind the
selection of alternative approach and how the selected
approach complies with the objectives set forth for the
three different committees. Should the collegial body of
the company comprise small number of members, the
functions assigned to the three committees may be
performed by the collegial body itself, provided that it
meets composition requirements advocated for the
committees and that adequate information is provided
in this respect. In such case provisions of this Code
relating to the committees of the collegial body (in
particular with respect to their role, operation, and
transparency) should apply, where relevant, to the
collegial body as a whole.
YES/NO The
Board
is
elected
from
four
members,
so
recommended
nominations and salaries
functions of
committees are transferred to the Board. The board shall
appoint
director
of
the
Company,
ensure
regular
assessment of his professional skills, take reports, assess
the performance of strategic objectives. The board of the
Company shall perform its functions, including approval,
control and performance of budget. The board of the
Company shall select auditor and offer the same for
approval by the general meeting of the shareholders.
Audit committee is formed from 2 members, the one of
who is independent.
4.8. The key objective of the committees is to increase
efficiency of the activities of the collegial body by
ensuring that decisions are based on due consideration,
and to help organize its work with a view to ensuring
that the decisions it takes are free of material conflicts
of interest. Committees should present the collegial
body with recommendations concerning the decisions
of the collegial body. Nevertheless the final decision
shall
be
adopted
by
the
collegial
body.
The
recommendation on creation of committees is not
intended, in principle, to constrict the competence of
the collegial body or to remove the matters considered
from the purview of the collegial body itself, which
remains fully responsible for the decisions taken in its
field of competence.
4.9. Committees established by the collegial body
YES/NO
YES/NO
Nomination and salaries committees are not formed in the
company. The execution of the mentioned committees
functions are discussed in comment 4.7.
The audit
committee is formed in the company.
Nomination and salaries committees are not formed in the
should normally be composed of at least three
members. In companies with small number of members
of the collegial body, they could exceptionally be
company. The execution of the mentioned committees
functions are discussed in comment 4.7. Audit committee
is formed from 2 members, the one of who is
composed of two members. Majority of the members of
each committee should be constituted from independent
members of the collegial body. In cases when the
company chooses not to set up a supervisory board,
remuneration and audit committees should be entirely
comprised of non-executive directors. Chairmanship
and membership of the committees should be decided
with due regard to the need to ensure that committee
membership is refreshed and that undue reliance is not
placed on particular individuals.
independent.
4.10. Authority of each of the committees should be
determined by the collegial body. Committees should
perform their duties in line with authority delegated to
them and inform the collegial body on their activities
and performance on regular basis. Authority of every
committee stipulating the role and rights and duties of
the committee should be made public at least once a
year (as part of the information disclosed by the
company
annually
on
its
corporate
governance
structures and practices). Companies should also make
public annually a statement by existing committees on
their composition, number of meetings and attendance
over
the
year,
and
their
main
activities.
Audit
committee should confirm that it is satisfied with the
independence of the audit process and describe briefly
the actions it has taken to reach this conclusion.
YES/NO Nomination and salaries committees are not formed in the
company. The execution of the mentioned committees
functions are discussed in comment 4.7.
The audit
committee is formed in the company.
4.11. In order to ensure independence and impartiality
of the committees, members of the collegial body that
are not members of the committee should commonly
have a right to participate in the meetings of the
committee only if invited by the committee. A
committee may invite or demand participation in the
meeting of particular officers or experts. Chairman of
each of the committees should have a possibility to
maintain direct communication with the shareholders.
Events when such are to be performed should be
specified in the regulations for committee activities.
YES/NO Nomination and salaries committees are not formed in the
company. The execution of the mentioned committees
functions are discussed in comment 4.7.
The audit
committee is formed in the company.
4.12. Nomination Committee.
4.12.1. Key functions of the nomination committee
should be the following:
NO Nomination and salaries committees are not formed in the
company. The execution of the mentioned committees
functions are discussed in comment 4.7.
• Identify and recommend, for the approval of the
collegial body, candidates to fill board vacancies. The
nomination committee should evaluate the balance of
skills, knowledge and experience on the management
body, prepare a description of the roles and capabilities
required to assume a particular office, and assess the
time commitment expected. Nomination committee can
also consider candidates to members of the collegial
body delegated by the shareholders of the company;

Assess
on
regular
basis
the
structure,
size,
composition and performance of the supervisory and
management bodies, and make recommendations to the
collegial body regarding the means of achieving
necessary changes;
• Assess on regular basis the skills, knowledge and
experience of individual directors and report on this to
the collegial body;

Properly
consider
issues
related
to
succession
planning;
• Review the policy of the management bodies for
selection and appointment of senior management.
4.12.2.
Nomination
committee
should
consider
proposals by other parties, including management and
shareholders. When dealing with issues related to
executive directors or members of the board (if a
collegial body elected by the general shareholders'
meeting
is
the
supervisory
board)
and
senior
management, chief executive officer of the company
should be consulted by, and entitled to submit
proposals to the nomination committee.
4.13. Remuneration Committee.
4.13.1. Key functions of the remuneration committee
should be the following:
• Make proposals, for the approval of the collegial
body, on the remuneration policy for members of
management bodies and executive directors. Such
policy should address all forms of compensation,
including the fixed remuneration, performance-based
remuneration schemes, pension arrangements, and
termination
payments.
Proposals
considering
performance-based remuneration schemes should be
accompanied with recommendations on the related
objectives and evaluation criteria, with a view to
properly aligning the pay of executive director and
members of the management bodies with the long-term
interests of the shareholders and the objectives set by
the collegial body;
• Make proposals to the collegial body on the individual
remuneration for executive directors and member of
management bodies in order their remunerations are
consistent with company's remuneration policy and the
evaluation
of
the
performance
of
these
persons
concerned. In doing so, the committee should be
properly informed on the total compensation obtained
by executive directors and members of the management
bodies from the affiliated companies;
• Make proposals to the collegial body on suitable
forms of contracts for executive directors and members
of the management bodies;
• Assist the collegial body in overseeing how the
NO Nomination and salaries committees are not formed in the
company. The execution of the mentioned committees
functions are discussed in comment 4.7.
company complies with applicable provisions regarding
the remuneration-related information disclosure (in
particular
the
remuneration
policy
applied
and
individual remuneration of directors);
• Make general recommendations to the executive
directors and members of the management bodies on
the level and structure of remuneration for senior
management (as defined by the collegial body) with
regard to the respective information provided by the
executive directors and members of the management
bodies.
4.13.2. With respect to stock options and other share
based incentives which may be granted to directors or
other employees, the committee should:
• Consider general policy regarding the granting of the
above mentioned schemes, in particular stock options,
and make any related proposals to the collegial body;
• Examine the related information that is given in the
company's annual report and documents intended for
the use during the shareholders meeting;
• Make proposals to the collegial body regarding the
choice between granting options to subscribe shares or
granting options to purchase shares, specifying the
reasons for its choice as well as the consequences that
this choice has.
4.13.3. Upon resolution of the issues attributable to the
competence
of
the
remuneration
committee,
the
committee should at least address the chairman of the
collegial body and/or chief executive officer of the
company for their opinion on the remuneration of other
executive directors or members of the management
bodies.
4.14. Audit Committee. YES The audit committee is formed in the company.
Main functions of Audit committee are:
4.14.1. Key functions of the audit committee should be 1.To present recommendations to the Board in relation
the following: with selection of external audit company, nomination,
• Observe the integrity of the financial information repeated nomination and redundancy, and with the
provided by the company, in particular by reviewing contracts terms with audit company;
the relevance and consistency of the accounting 2.To observe the process of external audit execution;
methods used by the company and its group (including 3.To observe how external auditor keeps to principles of
the criteria for the consolidation of the accounts of independency and objectivity;
companies in the group); 4.To observe the process of company's financial reports
• At least once a year review the systems of internal preparation;
control and risk management to ensure that the key 5. To observe the efficiency of company's internal control
risks (inclusive of the risks in relation with compliance and risk management.
with existing laws and regulations) are properly
identified, managed and reflected in the information
provided;
• Ensure the efficiency of the internal audit function,
among other things, by making recommendations on
the selection, appointment, reappointment and removal
of the head of the internal audit department and on the
budget of the department, and by monitoring the
responsiveness of the management to its findings and
recommendations. Should there be no internal audit
authority in the company, the need for one should be
reviewed at least annually;
• Make recommendations to the collegial body related
with
selection,
appointment,
reappointment
and
removal of the external auditor (to be done by the
general shareholders' meeting) and with the terms and
conditions of his engagement. The committee should
investigate situations that lead to a resignation of the
audit company or auditor and make recommendations

on required actions in such situations;

• Monitor independence and impartiality of the external auditor, in particular by reviewing the audit company's compliance with applicable guidance relating to the rotation of audit partners, the level of fees paid by the company, and similar issues. In order to prevent occurrence of material conflicts of interest, the committee, based on the auditor's disclosed inter alia data on all remunerations paid by the company to the auditor and network, should at all times monitor nature and extent of the non -audit services. Having regard to the principals and guidelines established in the 16 May 2002 Commission Recommendation 2002/590/EC, the committee should determine and apply a formal policy establishing types of non -audit services that are (a) excluded, (b) permissible only after review by the committee, and (c) permissible without referral to the committee;

• Review efficiency of the external audit process and responsiveness of management to recommendations made in the external auditor's management letter.

4.14.2. All members of the committee should be furnished with complete information on particulars of accounting, financial and other operations of the company. Company's management should inform the audit committee of the methods used to account for significant and unusual transactions where the accounting treatment may be open to different approaches. In such case a special consideration should be given to company's operations in offshore centers and/or activities carried out through special purpose vehicles (organizations) and justification of such operations.

4.14.3. The audit committee should decide whether participation of the chairman of the collegial body, chief executive officer of the company, chief financial officer (or superior employees in charge of finances, treasury and accounting), or internal and external auditors in the meetings of the committee is required (if required, when). The committee should be entitled, when needed, to meet with any relevant person without executive directors and members of the management bodies present.

4.14.4. Internal and external auditors should be secured with not only effective working relationship with management, but also with free access to the collegial body. For this purpose the audit committee should act as the principal contact person for the internal and external auditors.

4.14.5. The audit committee should be informed of the internal auditor's work program, and should be furnished with internal audit's reports or periodic summaries. The audit committee should also be informed of the work program of the external auditor and should be furnished with report disclosing all relationships between the independent auditor and the company and its group. The committee should be timely furnished information on all issues arising from the audit.

4.14.6. The audit committee should examine whether

the
company
is
following
applicable
provisions
regarding the possibility for employees to report
alleged significant irregularities in the company, by
way of complaints or through anonymous submissions
(normally to an independent member of the collegial
body), and should ensure that there is a procedure
established
for
proportionate
and
independent
investigation of these issues and for appropriate follow
up action.
4.14.7. The audit committee should report on its
activities to the collegial body at least once in every six
months,
at
the
time
the
yearly
and
half-yearly
statements are approved.
4.15. Every year the collegial body should conduct the NO There is no Board evaluation practice in the company.
assessment of its activities. The assessment should
include evaluation of collegial body's structure, work
organization and ability to act as a group, evaluation of
each of the collegial body member's and committee's
competence
and
work
efficiency
and
assessment
whether the collegial body has achieved its objectives.
The collegial body should, at least once a year, make
public (as part of the information the company annually
discloses on its management structures and practices)
respective information on its internal organization and
working procedures, and specify what material changes
were made as a result of the assessment of the collegial
body of its own activities.

Principle V: The working procedure of the company's collegial bodies

The working procedure of supervisory and management bodies established in the company should ensure efficient operation of these bodies and decision-making and encourage active co-operation between the company's bodies.

5.1. The company's supervisory and management YES
bodies (hereinafter in this Principle the concept
'collegial bodies' covers both the collegial bodies of
supervision and the collegial bodies of management)
should be chaired by chairpersons of these bodies. The
chairperson of a collegial body is responsible for proper
convocation of the collegial body meetings. The
chairperson should ensure that information about the
meeting
being
convened
and
its
agenda
are
communicated to all members of the body. The
chairperson
of
a
collegial
body
should
ensure
appropriate conducting of the meetings of the collegial
body. The chairperson should ensure order and working
atmosphere during the meeting.
5.2. It is recommended that meetings of the company's YES/NO Meetings of Board are held not rarely than once per
collegial bodies should be carried out according to the quarter.
schedule approved in advance at certain intervals of
time. Each company is free to decide how often to
convene meetings of the collegial bodies, but it is
recommended that these meetings should be convened
at such intervals, which would guarantee an interrupted
resolution of the essential corporate governance issues.
Meetings of the company's supervisory board should
be convened at least once in a quarter,
and the
company's board should meet at least once a month.
5.3. Members of a collegial body should be notified YES
about the meeting being convened in advance in order
to allow sufficient time for proper preparation for the
issues on the agenda of the meeting and to ensure
fruitful discussion and adoption of appropriate
decisions. Alongside with the notice about the
meeting being convened, all the documents relevant to
the issues on the agenda of the meeting should be
submitted to the members of the collegial body. The
agenda of the meeting should not be changed or
supplemented during the meeting, unless all members
of the collegial body are present or certain issues of
great importance to the company require immediate
resolution.
5.4. In order to co-ordinate operation of the Not Supervisory Board is not formed in the company.
company's collegial bodies and ensure effective applicable
decision-making process, chairpersons of the
company's collegial bodies of supervision and
management should closely co-operate by co
coordinating dates of the meetings, their agendas and
resolving other issues of corporate governance.
Members of the company's board should be free to
attend meetings of the company's supervisory board,
especially where issues concerning removal of the
board members, their liability or remuneration are
discussed.

Principle VI: The equitable treatment of shareholders and shareholder rights

The corporate governance framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. The corporate governance framework should protect the rights of the shareholders.

5.3. Members of a collegial body should be notified
about the meeting being convened in advance in order
to allow sufficient time for proper preparation for the
issues on the agenda of the meeting and to ensure
fruitful
discussion
and
adoption
of
appropriate
decisions. Alongside with the notice about the meeting
being convened,
all the documents relevant to the
issues on the agenda of the meeting should be
submitted to the members of the collegial body. The
agenda of the meeting should not be changed or
supplemented during the meeting, unless all members
of the collegial body are present or certain issues of
great importance to the company require immediate
resolution.
YES
5.4. In order to co-ordinate operation of the company's
collegial bodies and ensure effective decision-making
process, chairpersons of the company's collegial bodies
of supervision and management should closely co
operate by co-coordinating dates of the meetings, their
agendas and resolving other issues of corporate
governance. Members of the company's board should
be free to attend meetings of the company's supervisory
board, especially where issues concerning removal of
the board members, their liability or remuneration are
discussed.
Not
applicable
Supervisory Board is not formed in the company.
5.3. Members of a collegial body should be notified
about the meeting being convened in advance in order
to allow sufficient time for proper preparation for the
issues on the agenda of the meeting and to ensure
fruitful
discussion
and
adoption
of
appropriate
decisions. Alongside with the notice about the meeting
being convened, all the documents relevant to the
issues on the agenda of the meeting should be
YES
submitted to the members of the collegial body. The
agenda of the meeting should not be changed or
supplemented during the meeting, unless all members
of the collegial body are present or certain issues of
great importance to the company require immediate
resolution.
5.4. In order to co-ordinate operation of the company's Not Supervisory Board is not formed in the company.
collegial bodies and ensure effective decision-making applicable
process, chairpersons of the company's collegial bodies
of supervision and management should closely co
operate by co-coordinating dates of the meetings, their
agendas and resolving other issues of corporate
governance. Members of the company's board should
be free to attend meetings of the company's supervisory
board, especially where issues concerning removal of
the board members, their liability or remuneration are
discussed.
5.3. Members of a collegial body should be notified YES
about the meeting being convened in advance in order
to allow sufficient time for proper preparation for the
issues on the agenda of the meeting and to ensure
fruitful
discussion
and
adoption
of
appropriate
decisions. Alongside with the notice about the meeting
being convened, all the documents relevant to the
issues on the agenda of the meeting should be
submitted to the members of the collegial body. The
agenda of the meeting should not be changed or
supplemented during the meeting, unless all members
of the collegial body are present or certain issues of
great importance to the company require immediate
resolution.
5.4. In order to co-ordinate operation of the company's Not Supervisory Board is not formed in the company.
collegial bodies and ensure effective decision-making applicable
process, chairpersons of the company's collegial bodies
of supervision and management should closely co
operate by co-coordinating dates of the meetings, their
agendas and resolving other issues of corporate
governance. Members of the company's board should
be free to attend meetings of the company's supervisory
board, especially where issues concerning removal of
the board members, their liability or remuneration are
discussed.
5.3. Members of a collegial body should be notified YES
about the meeting being convened in advance in order
to allow sufficient time for proper preparation for the
issues on the agenda of the meeting and to ensure
fruitful
discussion
and
adoption
of
appropriate
decisions. Alongside with the notice about the meeting
being convened, all the documents relevant to the
issues on the agenda of the meeting should be
submitted to the members of the collegial body. The
agenda of the meeting should not be changed or
supplemented during the meeting, unless all members
of the collegial body are present or certain issues of
great importance to the company require immediate
resolution.

Principle VII: The avoidance of conflicts of interest and their disclosure

The corporate governance framework should encourage members of the corporate bodies to avoid conflicts of interest and assure transparent and effective mechanism of disclosure of conflicts of interest regarding members of the corporate bodies.

7.1. Any member of the company's supervisory and YES
management body should avoid a situation, in which
his/her personal interests are in conflict or may be in
conflict with the company's interests. In case such a
situation did occur, a member of the company's
supervisory and management body should, within
reasonable time, inform other members of the same
collegial body or the company's body that has elected
him/her, or to the company's shareholders about a
situation of a conflict of interest, indicate the nature of
the conflict and value, where possible.
7.2. Any member of the company's supervisory and YES
management body may not mix the company's assets,
the use of which has not been mutually agreed upon,
with his/her personal assets or use them or the
information which he/she learns by virtue of his/her
position as a member of a corporate body for his/her
personal benefit or for the benefit of any third person
without a prior agreement of the general shareholders'
meeting or any other corporate body authorized by the
meeting.
7.3. Any member of the company's supervisory and YES
management body may conclude a transaction with the
company, a member of a corporate body of which
he/she is. Such a transaction (except insignificant ones
due to their low value or concluded when carrying out
routine
operations
in
the
company
under
usual
conditions) must be immediately reported in writing or
orally, by recording this in the minutes of the meeting,
to other members of the same corporate body or to the
corporate body that has elected him/her or to the
company's shareholders. Transactions specified in this
recommendation are also subject to recommendation
4.5.
7.4. Any member of the company's supervisory and YES
management body should abstain from voting when
decisions concerning transactions or other issues of
personal or business interest are voted on.

Principle VIII: Company's remuneration policy

Remuneration policy and procedure for approval, revision and disclosure of directors' remuneration established in the company should prevent potential conflicts of interest and abuse in determining remuneration of directors, in addition it should ensure publicity and transparency both of company's remuneration policy and remuneration of directors.

8.1. A company should make a public statement of the
company's
remuneration
policy
(hereinafter
the
remuneration statement). This statement should be part
of the company's annual accounts. Remuneration
statement should also be posted on the company's
website.
NO The company, acc.to the order indicated by the law,
announces in the periodical statements only the total
salary sum of the company's head and board. The
company keeps to the principle that payments related to
job is not public announced and confidential information.
8.2. Remuneration statement should mainly focus on
directors' remuneration policy for the following year
and, if appropriate, the subsequent years. The statement
should contain a summary of the implementation of the
remuneration policy in the previous financial year.
Special attention should be given to any significant
changes
in
company's
remuneration
policy
as
compared to the previous financial year.
Not
applicable
See comment 8.1.
8.3. Remuneration statement should leastwise include Not See comment 8.1.
the following information: applicable
• Explanation of the relative importance of the variable
and
non
-variable
components
of
directors'
remuneration;
• Sufficient information on performance criteria that
entitles directors to share options, shares or variable
components of remuneration;
• Sufficient information on the linkage between the
remuneration and performance;
• The main parameters and rationale for any annual
bonus scheme and any other non
-cash benefits;

A
description
of
the
main
characteristics
of
supplementary pension or early retirement schemes for
directors.
8.4. Remuneration statement should also summarize Not See comment 8.1.
and explain company's policy regarding the terms of applicable
the contracts executed with executive directors and
members of the management bodies. It should include,
inter alia, information on the duration of contracts with
executive directors and members of the management
bodies, the applicable notice periods and details of
provisions for termination payments linked to early
termination under contracts for executive directors and
members of the management bodies.
See comment 8.1.
8.5. The information on preparatory and decision
-
Not
making
processes,
during
which
a
policy
of
applicable
remuneration of directors is being established, should
also be disclosed. Information should include data, if
applicable, on authorities and composition of the
remuneration committee, names and surnames of
external consultants whose services have been used in
determination of the remuneration policy as well as the
role of shareholders' annual general meeting.
8.6. Without prejudice to the role and organization of Not See comment 8.1.
the relevant bodies responsible for setting directors' applicable
remunerations, the remuneration policy or any other
significant change in remuneration policy should be
included into the agenda of the shareholders' annual
general meeting. Remuneration statement should be put
for voting in shareholders' annual general meeting. The
vote may be either mandatory or advisory.
8.7.
Remuneration statement
should
also
contain
Not See comment 8.1.
detailed
information
on
the
entire
amount
of
applicable
remuneration, inclusive of other benefits, that was paid
to individual directors over the relevant financial year.
This document should list at least the information set
out in items 8.7.1 to 8.7.4 for each person who has
served as a director of the company at any time during
the relevant financial year.
8.7.1. The following remuneration and/or emoluments
-
related information should be disclosed:
• The total amount of remuneration paid or due to the
director for services performed during the relevant
financial year, inclusive of, where relevant, attendance
fees fixed by the annual general shareholders meeting;
• The remuneration and advantages received from any
undertaking belonging to the same group
;
• The remuneration paid in the form of profit sharing
and/or bonus payments and the reasons why such bonus
payments and/or profit sharing were granted;
• If permissible by the law, any significant additional
remuneration paid to directors for special services
outside the scope of the usual functions of a director;
• Compensation receivable or paid to each former
executive director or member of the management body
as a result of his resignation from the office during the
previous financial year;
• Total estimated value of non-cash benefits considered
as remuneration, other than the items covered in the
above points.
8.7.2. As regards shares and/or rights to acquire share
options and/or all other share-incentive schemes, the
following information should be disclosed:
• The number of share options offered or shares granted
by the company during the relevant financial year and
their conditions of application;
• The number of shares options exercised during the
relevant financial year and, for each of them, the
number of shares involved and the exercise price or the
value of the interest in the share incentive scheme at the
end of the financial year;
• The number of share options unexercised at the end of
the financial year; their exercise price, the exercise date
and the main conditions for the exercise of the rights;
• All changes in the terms and conditions of existing
share options occurring during the financial year.
8.7.3. The following supplementary pension schemes
related information should be disclosed:

When the pension scheme is a defined-benefit
scheme, changes in the directors' accrued benefits
under that scheme during the relevant financial year;
• When the pension scheme is defined-contribution
scheme, detailed information on contributions paid or
payable by the company in respect of that director
during the relevant financial year.
8.7.4. The statement should also state amounts that the
company or any subsidiary company or entity included
in the consolidated annual financial statements of the
company has paid to each person who has served as a
director in the company at any time during the relevant
financial year in the form of loans, advance payments
or guarantees, including the amount outstanding and the
interest rate.
8.8. Schemes anticipating remuneration of directors in Not Such schemes are not applied in the company.
shares, share options or any other right to purchase applicable
shares or be remunerated on the basis of share price
movements should be subject to the prior approval of
shareholders' annual general meeting by way of a
resolution prior to their adoption. The approval of
scheme should be related with the scheme itself and not
to the grant of such share-based benefits under that
scheme to individual directors. All significant changes
in scheme provisions should also be subject to
shareholders' approval prior to their adoption; the
approval decision should be made in shareholders'
annual general meeting. In such case shareholders
should be notified on all terms of suggested changes
and get an explanation on the impact of the suggested
changes.
8.9. The following issues should be subject to approval
by the shareholders' annual general meeting:
• Grant of share-based schemes, including share
options, to directors;
• Determination of maximum number of shares and
main conditions of share granting;
• The term within which options can be exercised;
• The conditions for any subsequent change in the
exercise of the options, if permissible by law;
• All other long-term incentive schemes for which
directors are eligible and which are not available to
other employees of the company under similar terms.
Annual general meeting should also set the deadline
within which the body responsible for remuneration of
directors may award compensations listed in this article
to individual directors.
Not
applicable
Such forms for pays for the job are not applied in the
company.
8.10. Should national law or company's Articles of
Association allow, any discounted option arrangement
under which any rights are granted to subscribe to
shares at a price lower than the market value of the
share prevailing on the day of the price determination,
or the average of the market values over a number of
days preceding the date when the exercise price is
determined, should also be subject to the shareholders'
approval.
Not
applicable
Such forms for pays for the job are not applied in the
company.
8.11. Provisions of Articles 8.8 and 8.9 should not be
applicable to schemes allowing for participation under
similar
conditions
to
company's
employees
or
employees
of
any
subsidiary
company
whose
employees are eligible to participate in the scheme and
which has been approved in the shareholders' annual
general meeting.
Not
applicable
Such forms for pays for the job are not applied in the
company.
8.12. Prior to the annual general meeting that is
intended to consider decision stipulated in Article 8.8,
the shareholders must be provided an opportunity to
familiarize with draft resolution and project-related
notice (the documents should be posted on the
company's website). The notice should contain the full
text of the share-based remuneration schemes or a
description of their key terms, as well as full names of
the participants in the schemes. Notice should also
specify the relationship of the schemes and the overall
remuneration policy of the directors. Draft resolution
must have a clear reference to the scheme itself or to
the summary of its key terms. Shareholders must also
be presented with information on how the company
intends to provide for the shares required to meet its
obligations under incentive schemes. It should be
clearly stated whether the company intends to buy
shares in the market, hold the shares in reserve or issue
new ones. There should also be a summary on scheme
related expenses the company will suffer due to the
anticipated application of the scheme. All information
given in this article must be posted on the company's
website.
Not
applicable
Such forms for pays for the job are not applied in the
company.

Principle IX: The role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders as established by law and encourage active co-operation between companies and stakeholders in creating the company value, jobs and financial sustainability. For the purposes of this Principle, the concept "stakeholders" includes investors, employees, creditors, suppliers, clients, local community and other persons having certain interest in the company concerned.

YES
YES
YES It is requested to sign confidential contract in order to be
able to get acquainted with proper information.
9.1. The corporate governance framework should
assure that the rights of stakeholders that are protected
corporate governance in the manner prescribed by law.
Examples of mechanisms of stakeholder participation
company; consulting the employees on corporate
governance and other important issues; employee
participation in the company's share capital; creditor
9.3. Where stakeholders participate in the corporate
9.2. The corporate governance framework should create
in
employee
participation in adoption of certain key decisions for the
involvement in governance in the context of the
governance process, they should have access to relevant

Principle X: Information disclosure and transparency

The corporate governance framework should ensure that timely and accurate disclosure is made on all material information regarding the company, including the financial situation, performance and governance of the company.

10.1. The company should disclose information on: YES/NO Company
discloses
the
information
which
is
not
• The financial and operating results of the company; confidential. Company keeps to the principle that the
• Company objectives; payments related to job are not public announced and
• Persons holding by the right of ownership or in confidential information and it is impossible to announce
control of a block of shares in the company; some information without the allowance of persons.

Members
of
the
company's
supervisory
and
management bodies, chief executive officer of the
company and their remuneration;
• Material foreseeable risk factors;
• Transactions between the company and connected
persons, as well as transactions concluded outside the
course of the company's regular operations;
• Material issues regarding employees and other
stakeholders;
• Governance structures and strategy.
This
list
should
be
deemed
as
a
minimum
recommendation, while the companies are encouraged
not to limit themselves to disclosure of the information
specified in this list.
10.2. It is recommended that consolidated results of the YES
whole group to which the company belongs should be
disclosed when information specified in item 1 of
Recommendation 10.1 is under disclosure.
10.3. It is recommended that information on the YES/NO See comment 10.1.
professional background, qualifications of the members
of supervisory and management bodies, chief executive
officer of the company should be disclosed as well as
potential conflicts of interest that may have an effect on
their decisions when information specified in item 4 of
Recommendation 10.1 about the members of the
company's supervisory and management bodies is
under
disclosure.
It
is
also
recommended
that
information about the amount of remuneration received
from the company and other income should be
disclosed with regard to members of the company's
supervisory
and
management
bodies
and
chief
executive officer as per Principle VIII.
10.4. It is recommended that information about the YES/NO See comment 10.1.
links between the company and its stakeholders,
including
employees,
creditors,
suppliers,
local
community, as well as the company's policy with
regard to human resources, employee participation
schemes in the company's share capital, etc. should be
disclosed when information specified in item 7 of
Recommendation 10.1 is under disclosure.
10.5. Information should be disclosed in such a way
that neither shareholders nor investors are discriminated
YES
with regard to the manner or scope of access to
information. Information should be disclosed to all
simultaneously. It is recommended that notices about
material events should be announced before or after a
trading session on the Vilnius Stock Exchange, so that
all the company's shareholders and investors should
have equal access to the information and make
informed investing decisions.
10.6. Channels for disseminating information should YES Information is announced in the web page of the company
provide for fair, timely and cost-efficient access to www.linas.lt in Lithuanian and English languages.
relevant information by users. It is recommended that
information technologies should be employed for wider
dissemination of information, for instance, by placing
the information on the company's website. It is
recommended that information should be published and
placed
on
the
company's
website
not
only
in
Lithuanian, but also in English, and, whenever possible
and necessary, in other languages as well.
10.7. It is recommended that the company's annual YES/NO In company's web page www.linas.lt it is announced:
reports and other periodical accounts prepared by the company's annual and interim reports, presentations of
company should be placed on the company's website. It the activity results, audited financial reports, notices
is recommended that the company should announce about essential events, regulations of the company.
information about material events and changes in the
price of the company's shares on the Stock Exchange
on the company's website too.

Principle XI: The selection of the company's auditor

The mechanism of the selection of the company's auditor should ensure independence of the firm of auditor's conclusion and opinion.

11.1. An annual audit of the company's financial
statements and report should be conducted by an
independent firm of auditors in order to provide an
YES
external and objective opinion on the company's
financial statements.
11.2.
It
is
recommended
that
the
company's
YES
supervisory board and, where it is
not set up, the
company's board should propose a candidate firm of
auditors to the general shareholders' meeting.
11.3. It is recommended that the company should Not Audit company receives only the pay for presented audit
disclose to its shareholders the level of fees paid to the applicable services from the company which is know for the
firm of auditors for non-audit services rendered to the shareholders.
company. This information should be also known to the
company's supervisory board and, where it is not
formed, the company's board upon their consideration
which firm of auditors to propose for the general
shareholders' meeting.

AB LINAS CONSOLIDATED AND COMPANY'S ANNUAL FINANCIAL STATEMENTS

YEAR 2014

SUMMARY

Independent auditor's report 3
Statement of Financial Position 5
Statement of Profit or Loss and Other Comprehensive Income 7
Statement of Changes in Equity 8
Statement of Cash Flows 10
Explanatory Memorandum 11
Notes of Explanatory Memorandum 27

S. Kerbedzio 23, Panevezys of

Linas, AB CONFIRMED by Company Code 147689083 General shareholders' meeting Act No. Financial statements formation date - 16 03 2015

STATEMENT OF FINANCIAL POSITION 31/12/2014

Formulated according to TFAS

Reporting cycle 01 01 2014 - 31 12 2014 LTL
GROUP COMPANY
No. ASSETS Financial Previous Financial Previous
year financial year financial
Note No. year year
A. Long-term assets 2.2.; 7.365.014 13.721.564 6.606.315 13.067.074
I. Intangible assets 4.1.;4.3. 5.880 5 5.880 5
I.1. Developmental works 0 0 0 0
I.2. Prestige 0 0 0 0
I.3. Patents, licenses 0 0 0 0
I.4. Software 5.879 4 5.879 4
I.5. Other intangible assets 1 1 1 1
II. Tangible assets 2.3.;
4.2.;4.3.
1.786.536 2.117.483 1.020.436 1.457.036
II.1. Land 0 0 0 0
II.2. Buildings 0 0 0 0
II.3. Structures 11.235 13.530 0 0
II.4. Machinery and equipment 1.609.893 1.921.496 900.792 1.345.848
II.5. Means of transport 93.931 71.110 67.801 51.482
II.6. Other equipment, appliances, instruments and gear 71.477 75.645 51.843 59.706
II.7. Unfinished construction 0 0 0 0
II.8. Other tangible assets 0 35.702 0 0
III. Investment property 0 0 0 0
IV. Financial assets 2.4.; 4.4. 5.568.353 11.597.057 5.578.353 11.607.057
IV.1. Investments to affiliates and associated companies 0 0 10.000 10.000
IV.2. Loans to affiliates and associated companies 0 0 0 0
IV.3. Amounts received after one year 4.9.;4.20. 5.567.353 11.596.057 5.567.353 11.596.057
IV.4. Other financial assets 1.000 1.000 1.000 1.000
V. Other long-term assets 4.245 7.019 1.646 2.976
V.1. Deferred corporation tax assets 2.14.; 4.22. 4.245 7.019 1.646 2.976
V.2. Other long-term assets 0 0 0 0
B. Short-term assets 20.124.318 19.329.855 19.423.350 19.023.349
I. Stocks, prepayments and unaccomplished
contracts
10.493.451 10.703.621 10.214.096 10.560.284
I.1. Stocks 2.5.; 4.5. 10.121.618 10.522.750 9.909.666 10.410.421
I.1.1. Raw materials and packaging products 4.827.245 5.673.595 4.661.784 5.478.397
I.1.2. Unfinished production 240.243 1.689 0 0
I.1.3. Ready production 5.029.976 4.846.970 5.223.728 4.931.528
I.1.4. Goods, purchased for resell 24.154 496 24.154 496
I.1.5. Other stock 0 0 0 0
I.2. Prepayments 4.6. 371.833 180.871 304.430 149.863
I.3. Unaccomplished contracts 0 0 0 0
II. Amounts, receivable over one year 2.6.;4.7.;4.8. 7.716.588 7.154.051 7.352.572 7.006.857
II.1. Customers' debts 6.109.483 6.379.518 6.074.015 6.328.268
II.2. Debts of affiliates and associated companies 0 0 0 0
II.3. Other receivable amounts 1.607.105 774.533 1.278.557 678.589
III. Other short-term assets 0 0 0 0
III.1. Short-term investments 0 0 0 0
III.2. Term deposits 0 0 0 0
III.3. Other short-term assets 0 0 0 0
IV. Currency and its equivalents 2.7. 1.914.279 1.472.183 1.856.682 1.456.208
Total assets 27.489.332 33.051.419 26.029.665 32.090.423
GROUP COMPANY
No. PRIVATE ASSETS AND OBLIGATIONS Financial Previous Financial Previous
year financial year financial
Note No. year year
C. Private assets 2.8. 21.270.668 24.762.229 20.158.513 23.693.156
I. Capital 4.10. 24.038.990 24.038.990 24.038.990 24.038.990
I.1. Capital (authorized) 24.038.990 24.038.990 24.038.990 24.038.990
I.2. Signed unpaid capital (-) 0 0 0 0
I.3. Shares premiums 0 0 0 0
I.4. Private shares(-) 0 0 0 0
II. Revaluation reserve (results) 0 0 0 0
III. Reserves 4.11. 601.000 2.704.899 0 2.403.899
III.1. Obligatory 1.000 2.404.899 0 2.403.899
III.2. For purchase of proprietary shares 0 0 0 0
III.3. Other reserves 600.000 300.000 0 0
IV. Retained profit (losses) 4.12. (3.369.322) (1.981.660) (3.880.477) (2.749.733)
IV.1. Profit of reporting year (losses) (3.491.561) (2.509.976) (3.534.643) (2.978.280)
IV.1.1. Profit (loss) acknowledged in statement of profit or
loss and other comprehensive income (3.491.561) (2.509.976) (3.534.643) (2.978.280)
IV.1.2. Profit (loss) not acknowledged in statement of profit
or loss and other comprehensive income 0 0 0 0
IV.2. Profit (loss) of previous year 122.239 528.316 (345.834) 228.547
V. Non-controlled part 0 0 0 0
D. Grants, subsidies 2.9.;4.13. 1.378 0 0 0
E. Payable amounts and obligations 2.10.;4.14. 6.217.286 8.289.190 5.871.152 8.397.267
Amounts payable after one year and long-term
I. obligations 391.731 431.499 391.731 431.499
I.1. Financial debts 0 0 0 0
I.1.1. Leasing (financial rents) or similar obligations 0 0 0 0
I.1.2. To credit organizations 0 0 0 0
I.1.3. Other financial debts 0 0 0 0
I.2. Debts to suppliers 0 0 0 0
I.3. Received prepayments 39.173 73.739 39.173 73.739
I.4. Provisions 2.11.;4.20. 0 0 0 0
I.4.1. Reimbursement of obligation and demands 0 0 0 0
I.4.2. Pensions and similar obligations 0 0 0 0
I.4.3. Other suspensions 0 0 0 0
I.5. Suspended taxe obligations 0 0 0 0
I.6. Other payable amounts and long-term obligations 352.558 357.760 352.558 357.760
Amounts payable within one year and short-term
II. obligations 5.825.555 7.857.691 5.479.421 7.965.768
II.1. Current year part of long-term amount 0 0 0 0
II.2. Financial debts 0 0 0 0
II.2.1. To credit organizations 0 0 0 0
II.2.2. Other financial debts 0 0 0 0
II.3. Debts to suppliers 3.059.146 5.155.513 3.692.324 6.064.524
II.4. Received prepayments 398.426 1.256.871 398.368 1.255.932
II.5. Profit tax payment obligations 374.929 237.732 374.929 188.786
II.6. Obligations related to work relations 4.15. 1.440.565 921.255 472.000 196.976
II.7. Provisions 0 0 0 0
II.8. Other payable amounts and short-term obligations 552.489 286.320 541.800 259.550
Total proprietary capital and obligations 27.489.332 33.051.419 26.029.665 32.090.423

Director Saulius Šidlauskas

Chief accountant – chief of section of accounting and analysis Daiva Minkeviciene

S. Kerbedzio 23, Panevezys of

Linas, AB CONFIRMED by Company Code 147689083 General shareholders' meeting Act No. Financial statements formation date - 16 03 2015

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 31/12/2014

Formulated according to TFAS

Reporting cycle 01 01 2014 - 31 12 2014 LTL
GROUP COMPANY
Financial Previous Financial Previous
year financial year financial
No. ARTICLES Note No. year year
I. SALE INCOME 2.12.2.;4.16. 41.517.645 40.566.272 40.917.869 39.828.730
I.1. Income for sold goods 39.217.113 38.223.963 39.217.113 38.224.097
I.2. Income for sold services 2.300.532 2.342.309 1.700.756 1.604.633
II. SALE COST PRICE 2.13.3.;4.16. 27.141.792 27.652.221 32.771.692 33.232.705
II.1. Cost price of sold production 26.101.189 26.457.277 32.058.621 32.464.456
II.2. Cost price of sold services 1.040.603 1.194.944 713.071 768.249
III. GROSS PROFIT (LOSS) 2.12.4.; 4.16. 14.375.853 12.914.051 8.146.177 6.596.025
IV. ACTIVITY EXPENDITURES 2.13.4.;4.17. 10.475.080 9.074.610 5.182.189 4.186.890
IV.1. Sale 2.360.366 2.611.935 2.350.579 2.611.935
IV.2. Common and administrative 8.114.714 6.462.675 2.831.610 1.574.955
PROFIT (LOSS) OF STANDARD
V. ACTIVITY 4.16. 3.900.773 3.839.441 2.963.988 2.409.135
VI. OTHER ACTIVITY 4.18. (49.300) 6.182 813.998 880.473
VI.1. Income 2.12.6. 667.484 577.222 4.355.621 4.816.298
VI.2. Expenditures 2.13.5. 716.784 571.040 3.541.623 3.935.825
FINANCIAL AND INVESTMENT
VII. ACTIVITY 4.19. (6.748.948) (5.957.416) (6.747.989) (5.956.406)
VII.1. Income 2.12.7. 60.324 514.000 60.115 513.987
VII.2. Expenditures 2.13.6. 6.809.272 6.471.416 6.808.104 6.470.393
PROFIT (LOSS) OF ROUTINE
VIII. ACTIVITY (2.897.475) (2.111.793) (2.970.003) (2.666.798)
IX. PROFIT (LOSS) BEFORE (2.897.475) (2.111.793) (2.970.003) (2.666.798)
TAXATION
X. PROFIT TAX 2.14.; 4.21. 594.086 398.183 564.640 311.482
XI. PROFIT (LOSS) BEFORE NON (3.491.561) (2.509.976) (3.534.643) (2.978.280)
CONTROLLED PART
XII. NON-CONTROLLED PART 0 0 0 0
XIII. NET PROFIT (LOSS) (3.491.561) (2.509.976) (3.534.643) (2.978.280)
OTHER COMPREHENSIVE
XIV. INCOME 0 0 0 0
XV. Earnings (deficit) per share 2.15.;4.24. (0,15) (0,10) (0,15) (0,12)

Director Saulius Šidlauskas

Chief accountant – chief of section of accounting and analysis Daiva Minkeviciene

S. Kerbedzio 23, Panevezys of

Linas, AB CONFIRMED by Company Code 147689083 General shareholders' meeting Act No. Financial statements formation date - 16 03 2015

STATEMENT OF LINAS, LLC ENTERPRISE GROUP CHANGES IN EQUITY 31/12/2014

Reporting cycle 01 01 2014 - 31 12 2014 LTL
Revaluation Law covered Other reserves
reserve (results) reserves
Remarks
No.
Paid-up
authorized
capital
Addi
tions to
shares
Private
shares
(-)
Long-
term
tangible
Financial
assets
Obligatory Private shares
procu
Support
reserves
and other
Other
reserves
Unappro
priated
profit
Total
assets rement payouts
acc. to
collective
agreement
(loss)
1 2 3 4 5 6 7 8 9 10 11
Remainder
on 31 December,
2012
24.038.990 0 0 0 0 212.087 0 0 200.000 2.821.128 27.272.205
Profit/loss not
acknowledged in
statement of profit
or loss and other 0
comprehensive
income
Net profit / loss of
the current period (2.509.976) (2.509.976)
Formed reserves 2.8.;4.11. 2.192.812 300.000 (2.492.812) 0
Liquidates reserves (200.000) 200.000 0
Remainder
on 31 December,
2013
24.038.990 0 0 0 0 2.404.899 0 0 300.000 (1.981.660) 24.762.229
Profit/loss not
acknowledged in
statement of profit
0
or loss and other
comprehensive
income
Net profit / loss of
the current period (3.491.561) (3.491.561)
Formed reserves 2.8.;4.11. 600.000 (600.000) 0
Liquidates reserves (2.403.899) (300.000) 2.703.899 0
Remainder
on 31 December,
2014
24.038.990 0 0 0 0 1.000 0 0 600.000 (3.369.322) 21.270.668

Director Saulius Šidlauskas

Chief accountant – chief of section of accounting and analysis Daiva Minkeviciene

S. Kerbedzio 23, Panevezys of

Linas, AB CONFIRMED by Company Code 147689083 General shareholders' meeting Act No. Financial statements formation date - 16 03 2015

STATEMENT OF CHANGES IN EQUITY 31/12/2014

Reporting cycle 01 01 2014 - 31 12 2014 LTL Remarks No. Paid-up authorized capital Additions to shares Private shares (-) Revaluation reserve (results) Law covered reserves Other reserves Unappropriated profit (loss) Total Longterm tangible assets Financial assets Obligatory Private shares procurement Support reserves and other payouts acc. to collective agreement Other reserve s 1 2 3 4 5 6 7 8 9 10 11 Remainder on 31 December, 2012 24.038.990 0 0 0 0 211.087 0 0 0 2.421.359 26.671.436 Profit/loss not acknowledged in statement of profit or loss and other comprehensive income 0 Net profit / loss of the current period 2.8.;4.12. (2.978.280) (2.978.280) Formed reserves 2.8.;4.11. 2.192.812 (2.192.812) 0 Liquidates reserves 0 Remainder on 31 December, 2013 24.038.990 0 0 0 0 2.403.899 0 0 0 (2.749.733) 23.693.156 Profit/loss not acknowledged in statement of profit or loss and other comprehensive income 0 Net profit / loss of the current period 2.8.;4.12. (3.534.643) (3.534.643) Formed reserves 2.8.;4.11. 0 Liquidates reserves (2.403.899) 2.403.899 0 Remainder on 31 December, 2014 24.038.990 0 0 0 0 0 0 0 0 (3.880.477) 20.158.513

Director Saulius Šidlauskas

Chief accountant – chief of section of accounting and analysis Daiva Minkeviciene

Company Code 147689083 CONFIRMED by

Linas, AB Formed in direct pattern S. Kerbedzio 23, Panevezys General shareholders' meeting of Act No. Financial statements formation date - 16 03 2015

STATEMENT OF CASH FLOWS

31/12/2014

Reporting cycle 01 01 2014 - 31 12 2014 LTL
No. Articles GROUP COMPANY
Note Financial Previous Financial Previous
No. year financial year year financial year
I. Primary activity currency circulation
I.1. Earnings of report period (including VAT) 43.681.013 45.607.701 42.837.026 44.658.211
I.1.1. Earnings from clients 42.602.570 44.217.692 41.773.337 43.274.938
I.1.2. Other earnings 1.078.443 1.390.009 1.063.689 1.383.273
I.2. Report period payouts (41.241.210) (43.123.934) (40.663.168) (42.360.623)
I.2.1. Payouts to suppliers of products, raw materials and services(including
VAT)
(32.171.686) (34.177.441) (38.803.482) (40.247.397)
I.2.2. Monetary payouts related to work relations (8.326.286) (8.459.473) (1.504.649) (1.686.224)
I.2.3. Taxes paid to budget (304.424) (2.879) 0 (181)
I.2.4. Other payouts (438.814) (484.141) (355.037) (426.821)
Cash circulation of primary activity 2.439.803 2.483.767 2.173.858 2.297.588
II. Currency circulation of investment activity
II.1. Procurement of long-term assets (excluding investments) (292.900) (256.402) (74.452) (75.031)
II.2. Transfer of long-term assets (excluding investments) 0 99.000 0 99.000
II.3. Procurement of long-term investments 0 0 0 0
II.4. Procurement of short-term investments 0 0 0 0
II.5. Transfer of short-term investments 0 0 0 0
II.6. Transfer of long-term investments 0 0 0 0
II.7. Provision of loans (3.405.000) 0 (3.400.000) 0
II.8. Return of loans 1.702.265 119.446 1.702.265 119.446
II.9. Received dividends 0 0 0 0
II.10. Interest received for loans granted and investment 0 0 0 0
II.11. Other currency circulation increases of investment activities 0 0 0 0
II.12. Other currency circulation decreases of investment activities 0 0 0 0
Cash circulation of investment activity (1.995.635) (37.956) (1.772.187) 143.415
III. Currency circulation of financial activity
III.1. Currency circulation related to company owners 0 0 0 0
III.1.1. Emission of shares 0 0 0 0
III.1.2. Owners' contributions to loss reimbursements 0 0 0 0
III.1.3. Procurement of own shares 0 0 0 0
III.1.4. Payout of dividends 0 0 0 0
III.2. Currency circulation related to other financial sources (7.387) (1.067.345) (7.402) (1.067.358)
III.2.1. Increase of financial debts 0 3.057.223 0 3.057.223
III.2.1.1. Receipt of loans from credit institutions 0 3.057.223 0 3.057.223
III.2.1.2. Receipt of loans from associated and third parties 0 0 0 0
III.2.1.3. Emission of bonds 0 0 0 0
III.2.2. Reduction of financial debts (7.487) (4.124.640) (7.485) (4.124.640)
III.2.2.1. Return of loans to credit institutions 0 (3.292.557) 0 (3.292.557)
III.2.2.2. Return of loans to associated and third parties 0 0 0 0
III.2.2.3. Procurement of bonds 0 0 0 0
III.2.2.4. Interest paid (7.487) (62.406) (7.485) (62.406)
III.2.2.5. Leasing (financial rent) payments 0 (769.677) 0 (769.677)
III.2.3. Interests received for bank accounts 100 72 83 59
III.2.4. Increase of company's other liabilities 0 0 0 0
III.2.5. Reduction of company's other liabilities 0 0 0 0
III.3. Other increases of currency circulation of financial activity 88 2.001.865 88 2.001.865
III.4. Other reductions of currency circulation of financial activity (8.717) (2.006.308) (7.815) (2.005.823)
Cash circulation of financial activity (16.016) (1.071.788) (15.129) (1.071.316)
IV. Impact of currency exchange rates to cash and equivalent currency
remainder
13.944 (5.988) 13.932 (6.036)
V. Net currency circulation increase (reduction) 442.096 1.368.035 400.474 1.363.651
VI. Currency and currency equivalents at the beginning of the period 2.7. 1.472.183 104.148 1.456.208 92.557
VII. Currency and currency equivalents at the end of the period 2.7. 1.914.279 1.472.183 1.856.682 1.456.208

Chief accountant – chief of section of accounting and analysis Daiva Minkeviciene

Director Saulius Šidlauskas

Limited Liability Company Linas

Corporate identification 147689083 S. Kerbedzio Street 23, Panevezys

CONFIRMED by General shareholders' meeting

Act no.

Financial statements formation date - 16 03 2015

EXPLANATORY MEMORANDUM

TO THE YEAR 2014 FINANCIAL STATEMENTS

31 December, 2014

Beginning of accounting period 2014 01 01 End of accounting period 2014 12 31

I. GENERAL

1. The Linas company was launched in 1957. A public limited company Linas (further called the Company) was registered on 8 March, 1993. Company is registered in Juridical body register, the number of registration is 003429, registration code 147689083. Address: S.Kerbedzio Street 23, Panevezys; LT-35114. Telephone (370-45) 506100, fax (370-45) 506345. E-mail address: [email protected]; web page: www.linas.lt . The Company carries on it's activity in accordance with the Law on Limited Companies of Lithuania, and other relevant legislation active in the Republic of Lithuania.

As of 31st of December, 2014, the Linas AB group of companies (further called as the Group) consisted of holding company Linas AB and it's affiliated company UAB Lino apdaila. UAB Lino apdaila was registered on May 23, 2008 at Legal entity register, registration No.114552, company code 301733421. Affiliated company is registered at address S. Kerbedzio Street 23, Panevėzys. AB Linas own 100 % of affiliated company shares.

2. The Group's financial year starts on January 1st, and ends on December 31st.

3. The Company and its affiliated company do not have subsidiaries and representatives.

4. Authorized capital of AB "Linas" is 24.038.990 LTL. It is divided into 24.038.990 denominative equity shares the nominal value of which is 1 Lt, there are no issued and not paid shares. There were no changes in authorized capital during accounting period.

5. On 2014 the average number of listed employees of the Company was 45, on year 2013 – 44 employees. On 2014 the average number of listed employees of the Group was 317, on year 2013 – 326 employees.

  1. The main Group activity is production of textile products and selling of it. AB Linas activity is sales of linen textile items; other activity of the company – management of financial asset (shares and lend loans), supply of thermal energy. Activity of UAB Lino apdaila is production of linen textile products.

7. During 2014 the Group was produced and technologicaly processed: linen and tow yarns – 62 tons (during 2013 – 76 tons); raw fabrics – 745 thousand mtrs (the result of the same period of 2013 – 707 thousand mtrs); ready made fabrics – 1.981 thousand mtrs (the result of the same

period of 2013 – 2.032 thousand mtrs). 38,8 % of all produced fabrics were used for sewn items during 2014 (2013 – 36,7 %).

8. During year 2014 Group export (outside Lithuania) volumes made 87,5 % of the total product sales. The breakdown of the sales by country is as follows: Spain – 19,0 %, Sweden – 15,4 %, Lithuania – 12,5 %, Belgium – 9,9 %, Finland - 7,9 %, France – 5,7 %, USA – 5,4 %, Japan – 5,3 %, Great Britain – 3,4 %, Latvia – 3,0 %, Estonia – 2,8 %, Denmark – 2,3 %, other countries – 7,4 %.

9. On 2014 the main incomes of group of companies were received from the activity of textile goods production and sales. During 2014 Linas, AB group of companies sold linen textile goods and services for 41.518 thousand Lt. Comparing to 2013 the volume of sales increased by 951 thousand Lt or 2,3 percent.

AB "Linas" is buying raw fabrics from producers of East countries and passes to the company "Lino apdaila" where fabric finishing (dyeing, bleaching, printing, softening,…) and textile items sewing services are done. UAB "Lino apdaila" is weaving only such fabrics which are not possible to buy from produces of East countries, i.e. company produces various weaves and designs fabrics from dyed yarns and jacquard fabrics acc.to individual orders of the customers. Modern linen and cotton yarns dyeing service is done in the company.

Linen textile items are ecological. It is the product which does not leave waste and does not make harm to nature and ecology. Group has been working according to universally accepted quality requirements which correspond to OEKO-TEX 100 standards.

During 2014 the Group's typical activity result was 3.901 thousand Lt profit and the result of year 2013 was 3.839 thousand Lt profit.

The Group's typical activity results of year 2014 were influenced by decreased cost price, because more linen textile items were sold for which we needed lower production making or technological treatment consumption.

10. AB "Linas" Group of company is able to integrate main values and high quality into their products and company activity. New linen textile items or their collections of AB "Linas" Group of companies are created in regard of tendencies of coming season, stylistic trends, innovations of fashion and technologies. Modern technologies used by the Group preserve the best quality of linen fiber, create exceptional combinations of elegance and functionality. AB "Linas" Group of companies produces and supplies linen textile items for the customers who evaluate natural and modern combination, high quality of products, flexibility, production acc.to the individual orders, execution speed of orders.

The Group has branded textile products shops: shop "Gija", address S.Kerbedzio str.23, Panevezys and online shop www.linodovanos.lt .

"Linas" AB Group of companies is constantly looking for attractive, modern solutions, and is investing in new technologies. Group of companies develops and improves spheres of marketing and production, tries to increase sales volumes in local and foreign markets, decrease cost prices – tries to optimize production costs and to obtain cheaper raw materials.

11. UAB "Audito sprendimai", company code 220258280 performed the audit of financial statements of the company of year 2014 and the audit of consolidated financial statements and annual report of Group of companies of year 2014. During 2014 it was calculated 15.500 Lt costs for the supplied services of company UAB "Audito sprendimai". During the financial year it was calculated 7.400 Lt costs for the audit of financial statements of year 2014 and for the audit of annual report of year 2014 of company UAB "Lino apdaila".

12. The data provided in the annual financial statements is based on the listing of the assets held by the Group, and the Group's liabilities inventory.

13. Data presented in annual financial statements and explanatory memorandum are corresponding International Financial Accountability Standards which are accepted to apply in European Union (there are no deviation from international standards).

14. Management of risk

Following risks are typical for companies' activities in the economical markets: market risk, credit risk and liquidity risk.

The management of the Group gives a lot of attention to manage those risks. Below there is presented information about the management of typical risks of AB "Linas" Group.

Credit risk

Credit risk is connected with the factors that Group of companies and the Company will incur financial losses if the customer or other party will not execute liabilities and which is mostly related to receivable sums from the customers.

Group of companies and the Company is controlling credit risk applying credit conditions and doing the analyses procedures of the market. All the buyers of textile items and services, except small Lithuanian buyers, are insured in order to avoid higher losses because of the customer's insolvency. Safe payment settlement forms are used for not insured customers: L/C, prepayments and so on. The sales are allotted for different customers.

The analysis of the received sums of the Group and the Company from the customers for the periods of December 31, 2014 and December 31, 2013:

Sums Sums received from the customers, which are delayed, Lt
received from
the Totally,
customers, Less
than 30
30-90 days 90-180 days More
than
Lt
which
are not
days 180 days
delayed, Lt
Group
2014
y.
5.125.561 730.555 238.212 4.442 10.713 6.109.483
2013
y.
5.796.945 540.129 16.394 6.786 19.264 6.379.518
Company
2014
y.
5.101.236 722.410 236.953 4.442 8.974 6.074.015
2013
y.
5.758.191 527.741 16.290 6.782 19.264 6.328.268

Acc.to the data of December 31, 2014, 118 customers were in debt to the Group, 95,0 % of debt sums are insured with credit insurance (89,0 % acc.to the data of December 31, 2013). Maximum available losses of balance value because of the risk in relation with the received sums from the customers are insignificant 0,2 %. On the accounting day there are no signs from the received sums the payable terms of which are delayed that the customers will not execute their financial liabilities.

Possible credit risk, which appears between the other financial property (made of other receivable sums) of the Group and the Company, is raised because of customer's liabilities noncompliance and is equal to balance value. Companies guarantee for presented loans by property mortgage, guarantees and sponsorship to manage this risk. By preparing the financial statements Group's companies determine whether there is any objective assumptions that value of financial assets may be impaired. On 31 December 2014 there were included financial assets depreciation amounts 6.784 thousand Lt, and the remaining value of guarantees presented with the property is enough to cover the debts

In the note 4.23 of Explanatory letter it is presented information about Group's and Company's rights and obligations, not stated in the statement of financial position of December 31, 2014 and December 31, 2013.

Liquidity risk is related to the factors that Group or Company will not be able to execute its financial liabilities on terms. Liquidity management aim of Group of companies and Company's is to ensure as well as possible enough liquidity of Group of companies during common and complicated conditions, not having losses and to risking to loose own good name.

Data of relative financial indicators of AB "Linas" Group of companies:

General solvency indicator of the AB "Linas" Group of companies is of high level, had positive (increase) tendencies in comparison with year 2013. On year 2014 this indicator – 3,45 and on year 2013 was 2,46 (recommended value 1,2 – 2). So it could be assumed that the Group will not have payment execution (solvency) problems in the nearest future. This proves also positive net circulating capital the indicator of which made 14.298.763 Lt (recommended level over 0). It had positive alteration tendencies (on year 2013 it was 11.472.164 Lt).

High-speed solvency indicator also had the positive alteration tendencies on accounting year. Indicator amounts 1,72 (on year 2013 the indicator was 1,14). The recommended level is more than 1.

General debt coefficient is of good level, insignificantly improved in comparison with 2013. On 31 December 2014 the indicator makes 0,23 (on year 2013 it was – 0,25). The indicator doesn't exceed recommended value (recommended is up to 0,5). The indicator shows that on accountable year for one asset Litas (Lt) there is 0,23 Litas of taken liabilities and payable sums (i.e. what part of Group asset is obtained for lent finance).

On accountable year the capital/liabilities indicator is of high value, had improvement tendencies in comparison with year 2013. The indicator level on year 2014 is 3,42 (on year 2013 this indicator was 2,99). It shows how many of own capital attributed to one Lt of taken liabilities (recommended level is from 0,7).

On 2014 activity of the Company, Group of companies is unprofitable. The negative activity result is due to financial asset depreciation expenses (typical activity profit compared with 2013 increased by 1,6 per cent), financial state is quite stable, indicators of the solvency, debts are of good level, had the positive alteration tendencies, the working capital indicator is positive.

So it is possible to make assumption that Group of companies would not meet serious activity succession problem in nearest future.

In the note 4.14 of Explanatory letter it is presented information about Group's and Company's financial liabilities of December 31, 2014 and December 31, 2013 acc.to the refund terms.

AB "Linas" has the account lending contract with the bank acc.to which 500 thousand Lt credit sum is lent to the Company. Acc.to the financial obligations limit contract signed between the bank and AB "Linas", the credit sum of 290 thousand EUR is granted to the Company. There are no remainder of the financial debts for credit institutions, leasing (financial rent) liabilities in the statement of financial position of the Group and the Company of year 2014. The Group and the Company haven't the signed contracts with the banks to use factorings. The debts for credit institutions returning terms are indicated in the note 4.14 of the Explanatory letter.

Risk norm of interest

The Group and the Company have financial obligations, so the fluctuation of risk norm makes influence on the size of executed short-term and long-term obligations and on the financial status. Acc.to the obligation contracts for the credit companies and leasing (financial rent) of the Group and the Company, the changeable interest norm is calculated as VILIBOR, EURIBOR of the particular period adding the margin of creditor. During year 2014 it was calculated 7 thousand Lt (on year 2013 – 45 thousand Lt) interest for financial obligations. The risk of interest norm isn't meant as significant for the activity of Group of companies.

Risk of foreign exchange

For international transactions the Group faces the risk of foreign exchange range because of sales and buying sums which are accounting in different currency than Litas and EUR. Risk of foreign exchange range is meant as not significant for Group of companies activity because EUR is dominating in financial operations.

Economical and political risk

  • the increase of Asian countries textile items supply and damping.
  • market supply periodic of linen products.
  • seasonally: smaller demand in winter.
  • price increase for raw materials, materials, complement details.
  • price increase for energetic resources and transport.

Geographical situation of Lithuania gives the advantage against the producers of the third countries – geographical and cultural closeness to EU market. Group of companies and the Company quickly reacting to seasonal customers requirements and changeable fashion tendencies. Group is trying to apply produced items to individual customers requirements, to use advantages of export possibilities offering customers small shipment lots and quicker delivery. The Group is successfully developing long-lived textile traditions. Production of the Group is acknowledged as distinctive, attractive with the creativity and quality. Group of companies and the Company is developing and improving marketing and production spheres, constantly projects are implemented to create new assortment, improve quality and decrease costs.

Technical-technological risk

  • not inconsiderable part of used equipment are old, require investment to repair and maintenance;
  • there is a lack of modern technological equipment which will do new and progressive fabric finishing.

The Group and the Company are constantly investing with own resources and capabilities into the obtaining and renovation of progressive technological equipment in order to increase efficiency and productivity.

II. ACCOUNTING POLICY

1. Regulations the financial statements have been based upon

The Group executes accounting and prepares financial statements in accordance with the legal provisions of bookkeeping and accounting, and financial reporting of the Republic of

Lithuania, as well as other relevant provisions, including International Financial Reporting Standards (IFRS) which are accepted to apply in European Union (EU).

The Group and the Company haven't applied these standards and interpretations that have been issued but are not yet effective:

IFRIC Interpretation 21 Levies (effective for annual periods beginning on or after 17 June 2014).

Annual Improvements to IFRS 2010-2012 Cycle (effective for annual periods beginning on or after 1 February 2015).

Amendments to IAS 19 Employee Benefits – Defined Benefit Plans: Employee Contributions (effective for annual periods beginning on or after 1 February 2015).

Annual Improvements to IFRS 2011-2013 Cycle (effective for annual periods beginning on or after 1 January 2015).

The Group and the Company don't expect these standards and interpretations that have been issued but are not yet effective to have any material effect on the financial statements of the Group and the Company.

In the Group and the Company these standards and interpretations that have been issued but are not yet effective, will be adopted on the date they become effective and adopted by the EU.

2. Accounting policy

The Company, the Group of companies has accounting policy, confirmed by the administration head and corresponding to the regulations of International Financial accounting standards, in which there are indicated rules of company profit, own capital and liabilities evaluation, incomes and cost acknowledge and registration in the accounting, acc.to which the financial reports are prepared.

2.1. Group's accounting

2.1.1. For the purpose of financial reporting, a daughter company is an enterprise in which the Group, either directly, or indirectly has a control, in a form of private ownership or otherwise, of a block of shares representing more than a half of the total votes in that enterprise.

2.1.2. The daughter companies are included in the consolidated financial reporting since the date the Group acquires control over the daughter company, while consolidation in respect of a daughter company ceases since it is no longer controlled by the Group. Any deals between the Group's companies, outstanding balances and any outstanding profit (loss) resulting from the deals between the Group's companies, is to be eliminated.

2.1.3. AB "Linas" Group of companies applies the equal accounting policy to all significant events. There are no significant differences of accounting policy regarding which the financial report of the Group of companies should be reorganized.

2.2. Long-term intangible assets accounting

2.2.1. Any non-tangible asset which is employed in the activity of the Group's enterprises for longer than a year, shall be recorded as intangible property in the financial accounts provided it meets the following recognition criteria: a) the Group's enterprises are reasonably expected to generate future economic benefits on the basis of the said asset; b) the acquisition (production) cost of the asset is readily identifiable and separable from the value of the remaining assets; c) the Group's enterprises have control of the asset or are in a position to restrict other persons' access to disposal of the asset.

2.2.2. The Group has set across it's companies a threshold of minimum acquisition (production) cost for intangible assets 3000 Litas, upon surpassing of which the asset is to be classified as long-term intangible property.

2.2.3. Long-term intangible assets are shown on the financial statements at their residual value to be estimated by subtracting accrued depreciation form the acquisition value.

2.2.4. Depreciation of long-term intangible assets is performed by applying a depreciation rate set by the Group. The linear depreciation technique is applied. Depreciation of intangible assets starts counting since the first day of the next calendar month since the commencement of the use of the asset in the company's business. Depreciation ceases counting since the first day of the next month since the writing-off of the asset, or since the date of the sale, as the case may be.

2.2.5. The liquidation value of long-term intangible assets is set at 1 Litas.

2.2.6. The cost of operation of long-term intangible assets is attributed to the cost falling within the reporting period during which the cost was incurred.

2.2.7. The Group's companies have no long-term intangible assets subject to legal or contractual restrictions for it's disposal.

2.2.8. The Group has no mortgages of long-term intangible assets to secure it's liabilities.

2.2.9. All the advance payments for long-term intangible assets have been recorded on a single intangible assets account, irrespective of the kind of the asset paid for.

2.2.10. Additional information concerning long-term intangible assets of the Group and the Company has been disclosed in notes 4.1. and 4.3. of the Memorandum.

2.3. Long-term tangibles accounting

2.3.1. Tangible assets purchased by the Group's companies are classified as long-term assets subject to meeting all the following criteria: a) the asset is to be used for more than one year; b) the asset is reasonably expected to serve as a basis for generating economic benefits over future accounting periods; c) it is possible to reliably identify the cost of acquisition (production) of the asset; d) the cost of acquisition (production) of the asset is at least equal to the minimum acquisition cost for long-term assets, i.e. of 3000 Litas, applied across the company; e) the company has taken all the risks related to the subject tangible asset.

2.3.2. Long-term tangible assets are recorded for accounting purposes at their actual acquisition (production) cost.

2.3.3. Advance payments for long-term tangible assets shall be recorded on a single tangible assets account, irrespective of the kind of the asset.

2.3.4. The Group's companies apply acquisition cost technique for accounting of all the longterm tangible assets. In accordance with the acquisition cost technique, the assets, either acquired or produced, are recorded in the accounting at the cost of acquisition, and shown in the financial statements at residual value, to be estimated by subtracting from the acquisition cost the accrued depreciation and any reduction in value due to discounting in price.

2.3.5. Depreciation of long-term tangible assets is calculated on a yearly basis by applying a depreciation rate, which are indicated paying attention to the useful time of property's servicing, to the planned intensity of property's usage, to the surrounding of it's usage, foreseen property's liquidity value and other factors. It is indicated the liquidity (retain) value of long-term tangible asset 1 Litas.

2.3.6. Depreciation of long-term tangible assets is calculated in the Group using linear depreciation technique. Depreciation of tangible assets starts counting since the first day of the next calendar month since the commencement of the use of the asset in the business. Depreciation ceases counting since the first day of the next month since the writing-off of the asset, or it's disposal, when the property is not used any more or since the entire value of the asset (minus liquidation value) is assigned to the cost.

2.3.7. Any disposal of long-term tangible assets by the Group's companies shall be registered showing the profit or loss occurring from such transaction. The outcome is obtained by subtracting

from the sale revenues of the asset it's liquidation value and the cost related to the transaction. Transfer profit or loss of long-term asset, except financial, is attributed to not typical, i.e. other activity incomes or costs.

2.3.8. Mortgages of long-term tangible assets and long-term tangible assets rented from third parties are accounted using class 0 bookkeeping accounts.

2.3.9. The Group's companies have no long-term tangible assets subject to depreciation over a more than 20 years period, or any tangible assets subject to legal or contractual restrictions for it's disposal.

2.3.10. The Group has no mortgages of long-term tangible assets to secure it's liabilities.

2.3.11. More information on long-term tangible assets has been disclosed in notes 4.2.; 4.3. to the Memorandum.

2.4. Accounting of financial assets and other long-term property

2.4.1. The Group classifies it's financial assets as long-term and short-term assets.

2.4.2. Long-term financial assets comprise investments in daughter and associated companies, investments in other companies' shares, long-term loans issued by the Group to it's employees, long-term loans issued to third parties, and any other amounts due to be received after one year. Short-term financial assets comprise short-term investments in other companies' shares, investments in other securities, and short-term loans and part of current year of provided long-term loans.

2.4.3. Financial assets are valued at the cost price of acquisition and shown in the financial statements applying method of obtaining price cost, by subtracting depreciation (impairment loss).

2.4.4. Group's companies are applying direct method of determining doubtful debts to value doubtful debts. By preparing the financial statements Group's companies determine whether there is any objective assumptions that value of financial assets may be impaired. If these assumptions exist, the expected recoverable amount of the assets is calculated and carrying amount is reduced, recognizing the impairment loss (depreciation). After recognizing of doubtful debts, amounts of financial assets depreciation are increasing costs of financial and investment activities.

2.4.5. More information related to financial assets is disclosed in notes 4.4. of the Memorandum.

2.5. Stocks accounting

2.5.1 Stocks comprise short-term assets, such as raw materials, supplies, production in progress, finished products, and purchased commodities intended for resale, which are consumed by the Company for earning revenues over one year. Any tangible assets, used in the activities of the Group's companies, with a unit value under the minimum threshold value set by the Group for long-term tangible assets is classified as a short-term stocks asset.

2.5.2. The Group performs valuation of stocks in accordance with FIFO technique, i.e. those stocks that were acquired earliest are assumed to be the ones sold or consumed first (first in first out).

2.5.3. The stocks of the Group (except of production in progress) are accounted in accordance with continued stocks accounting method, each occasion of acquisition (production) and sale (consumption) of stocks being recorded in the accounting. Unfinished production is accounted on monthly basis.

2.5.4. Stocks are recorded in the accounting on the basis of valuation at acquisition cost, while in financial statements stocks are reported at the lower of acquisition (production) cost and net potential sale value.

2.5.5. The Group has chosen to calculate cost price with the method of rest losses and the cost price is not calculated for secondary cost price.

2.5.6. Direct and indirect expenses make production cost price in the Group. Direct production costs – expenses for main raw materials (materials), complemented items, technology energy and direct wage. Indirect production expenses – not related directly with production but making the conditions to work production, expenses, which impossible to attribute directly to concrete items of their groups.

2.5.7. The cost price of semi manufactures and produced production pieces is indicated by attributing raw material expenses for items in proportion to the raw materials usage norms indicated by the Group, attributing other direct and indirect production expenses for items in proportion to indicated normative by the Group.

2.5.8. The stocks are discounted to the potential net sale value by individually valuing each item of the stocks or each group of similar stocks. Assessing the net potential sale value takes account of the purpose for which the subject stock is being stored. Raw materials and other supplies stored for the purpose of product manufacturing shall not be discounted below their cost of acquisition, provided the products to be produced using the subject stocks are expected to sell at the cost of manufacturing at least, or a higher price, except when there is surplus of raw materials or other supplies in the Group. The loss incurred by discounting all the stocks to net potential sale value as well as any other loss of stock shall be recognised as an item of operational cost incurred during the period such loss occurred. Any reversion to the discounting of the stocks, undertaken due to the growth in the net potential sale value shall be accounted by making a relevant reduction of the operational cost of the period.

2.5.9. The information on the stocks of the Group and the Company is disclosed in note 4.5. of the Memorandum.

2.5.10. The information on the advance payments made by the Group and the Company for short-term assets and services is disclosed in note 4.6. of the Memorandum.

2. 6. Accounting of receivable amounts

2.6.1. One year receivables comprise the entitlements to receive amounts of moneys or equivalent financial assets from third parties. Specifically, this is due amounts for products sold, services rendered or short-term loans issued, interests receivable for granted loans, advance payments for financial assets due, as well as other kinds of debt contracted to the Company.

2.6.2. Advance payments for non-financial assets (such as long-term tangible assets, intangible assets, inventories, etc.) are not considered receivable amounts.

2.6.3. One year receivables are recorded for accounting purpose at the acquisition cost representing the value of the remuneration due.

2.6.4. Receivable amounts are shown at net value in the annual financial statements, i.e. by subtracting the share of bad debt. The cost of bad debt is registered as an item operational cost and is included in the profit and loss statement of the reporting period.

2.6.5. The Group applies direct assessment technique for evaluation of bad debt costs. Any debt due those debts which repayment becomes doubted is moved to the bookkeeping account of supervised debt. Any receivable amount becomes a bad debt on the basis of receipt of reliable information concerning it's repayment insecurity.

2.6.6. Notes 4.7.; 4.8. of the Memorandum reveal the information on the one year receivables and bad debts of the Group and the Company.

2.7. Accounting of other short-term and monetary assets

2.7.1. Financial assets of the Group comprise moneys in Litas and foreign currency in cash desk and on current bank accounts, and financial assets equivalent to moneys, i.e. short term investments, bonds, termed deposits, etc. whose maturity is shorter than 3 months. The Group had no moneys-equivalent financial assets as of the end of the financial year.

2.7.2. Miscellaneous short term assets comprise short term investments in shares and other securities, short-termed deposits (over 3 months) and other property which is not included into articles of other current asset.

2.8. Accounting of own capital stock

2.8.1. Own capital stock comprises the share of the authorised capital which has been subscribed, the mandatory reserve stock, and undistributed profit (loss). The information on the authorised capital of the Company is disclosed in note 4.10.

2.8.2. The Company has no it's own shares purchased by itself. AB "Linas" subsidiary company doesn't have shares of the Company.

2.8.3. The information on the reserves is provided in note 4.11. of the Memorandum.

2.8.4. Pursuant to the accounting policy adopted by the Group, long term tangible assets and financial assets are recorded for accounting purpose and shown in financial statements at the value of acquisition, therefore no revaluation account is used.

2.8.5. Draft profit (loss) distribution prepared by the AB Linas management is provided in note 4.12. of the Memorandum.

2.8.6. The profit distribution approved by the shareholders meeting is included in the financial statements of the period during which the shareholders' approving decision was passed concerning the profit distribution, irrespective of the time when the profit was actually earned.

2.9. Accounting of grants and subsidies

2.9.1. The grant (subsidy) is accepted if it is reasonable guaranteed that the Group corresponds to the grant (subsidy) providing conditions and when there are evidences that grant (subsidy) will be provided.

2.9.2. The accounting of grants (subsidies) is managed acc.to accumulation principle, i.e. the subsidy (grant) or it's part is recognised as having been spent in the accounting period during which the costs related to the subsidy (grant) are incurred. The balance of the amount of the subsidy (grant) is shown on the statement of financial position.

2.9.3. Grants (subsidies) are shown as an incomes method in the accounting. Grants, in the connection with incomes, are provided to compensate expenditures and non-receivable incomes; also all other grants which are not attributed to the grants in connection with property.

2.9.4. Grants (subsidies), received in the Group to compensate incurred expenditures, are accepted of such used part in the accounting, of how many expenditures were incurred to compensate it and with the same part decreasing the sum of recoverable expenditures article of statement of profit or loss and other comprehensive income.

2.9.5. Note 4.13. of the Memorandum to the financial statements provides information on the subsidies (grants) received (receivable) by the Group / the Company.

2.10. Liabilities accounting

2.10.1. Financial accounting of the Group records current liabilities, i.e. those liabilities acquired by the Group's companies, subject to fulfilment by the Group.

2.10.2. The liabilities are classified on the basis of their fulfilment requirements, i.e. longterm liabilities representing such liabilities which are due to be fulfilled by the Group's companies within a period exceeding one year, and short-term liabilities, representing those liabilities to be fulfilled within an ordinary cycle of business activity, i.e. twelve months.

2.10.3. The liabilities are assessed on the basis of their cost of acquisition, representing an amount of moneys, or an equivalent asset, to be paid at usual business circumstances.

2.10.4. Liabilities shall accrue on account of the paid leave earned by the employees of the Group's companies. The cost of paid leave shall accrue on a monthly basis. At the end of the

current fiscal year, the amount of accrued leave payments shall be adjusted, by precisely calculating the amount of leave payments (including social insurance) earned by each employee over the financial year and not exhausted so far, as well as the balance of duration of leave not yet exhausted by each employee. The sum is not calculated because of sums triviality to Guarantee fund from the pays of accumulative holiday pays. The information on the amounts of paid leave payments, accrued as liabilities to the Group and it's companies, is provided in note 4.15. of the Memorandum.

2.10.5. AB "Linas" group of companies has no financial year debts which are guaranteed by the government or third persons with bonded property.

2.10.6. When making annual financial statements the sums paid by the customers as prepayment are transferred to the contrary liabilities account, which are longer than a year or when the signs appeare that they (or their part) could not be requested. Accordingly the decrease of liabilities is shown in the account of disputed debts in the expenditure of contrary account.

2.10.7. The information on short-term and long-term liabilities of the Group and the Company is provided in note 4.14. to the Memorandum.

2.11. Provisions

2.11.1.Provisions are accepted if they are determined by the past events and if they are existing at the end date of financial statements accounting period.

2.11.2.The provisions sum shows what size of financial statements accounting period end date credibly evaluated expenses should cover legal liability or irrevocable commitment.

2.11.3. In group of companies the provisions are looked through when making financial statements and correcting their value paying attention to the new events and circumstances.

2.12. Income accounting

2.12.1. Incomes are recognised in line with the accruals principle, i.e. an income is recorded in the accounting at the moment it is earned, irrespective of when the money is actually received. Upfront or similar advance payments are not recognised as income. Any revenues which are received over the reporting period, and are not recognised as income, are shown on the statement of financial position as liabilities. Income is assessed at it's true value.

2.12.2. Usual business income of the Group comprises the revenues generated by the sale of the products, i.e. fabrics, sewn items, yarn, combed-away remnants of yarn; by provision of production manufacturing services.

2.12.3. Income from usual business is recognised as earned income, is recorded in the accounting and shown in the financial statements at the moment the sales when production or production related services occurs, subject to availability of a reliable assessment of the amount of income.

2.12.4. Such incomes and expenses are attributed to incomes and expenses which could be attributed to this segment directly or by indicated attribution criteria. Expenses are not attributed to separate segments and are shown as general expenses of the company if it is impossible to attribute them to separate segments. Note 4.16. to the Memorandum provides information on the income and expenditure of the Group related to usual business, on the basis of division by geographical areas and branches of business.

2.12.5. It is impossible to attribute property and liabilities of the Group and AB "Linas" to abstracted segments. All property and liabilities of the Group and the Company are not allotted in values acc.to business and geographical segments.

2.12.6. Unusual income represents income generated by miscellaneous activities, i.e. income from sale of goods intended for resale, income from sale of surplus inventories, income from sale of unusual products or provision of unusual services, the profit from disposal of long-term assets (except of financial assets), as well as income from other kinds of atypical business activity and /

or singular business transactions. Note 4.18. to the Memorandum provides information on the income and cost of unusual business undertakings.

2.12.7. Financial and investment business income comprises the interest on the moneys deposited with banks, any profits resulting from a change in foreign exchange rate, recognised forfeiture for delay of payments and other fines, the revenues of interests from provided loans, profit of investment transfer and other revenues related with financial property management. Note 4.19. to the Memorandum provides the information on the income and cost of financial and investment undertakings of the Group and the Company.

2.13. Costs accounting

2.13.1 Costs are defined as any decrease in economic benefits manifesting as a reduction in value of assets, or liabilities assumed during the reporting period. For the purpose of financial accounting, only that part of expenditure which is incurred in earning the income of the reporting period, or alternatively that part of expenditure which might not be related to earning of income of any of the forthcoming reporting periods, is recognised as the costs. Any expenditures falling within different accounting periods, are distributed to such accounting periods during which they generate economic benefits to the enterprise.

2.13.2. For the purpose of recording cost in the accounting, costs are recognised in line with accruals and comparison principles, within the reporting period during which the income, related to the subject expenditure, is earned, irrespective of the time when the moneys were actually expended.

2.13.3. Sales cost comprises the cost of products sold and the costs of provided production services.

2.13.4. Operational costs in the Group are classified as general costs and management costs. In the note No.4.17. of Explanatory Memorandum of financial statements there is presented information about activity's costs.

2.13.5. Unusual business cost comprises loss due to disposal of long-term assets, the cost of sale of products / services which are not attributed to usual business, as well as other miscellaneous atypical business costs, and the costs of incidental or singular business transactions.

2.13.6. Financial and investment business costs comprise costs of bank interest, any fines and forfeitures due to delay in payment, the cost resulting from a negative change in foreign currency rate, investment transfer (deprivation) loss, costs of granted loans reappraisal, costs of financial services supply, other financial – investment activity costs.

2.14. Profit tax accounting

2.14.1. Payable profit tax of the reporting year is shown in the financial accounting at the moment the profit of the reporting year is calculated upon the end of the accounting period, not at the moment a liability is incurred on the basis of the outstanding tax on profit amount. The profit, in accordance with the provisions of calculation of the tax on profit, is adjusted with any costs which incur no reduction to the tax on profit, and any incomes which are not taxable or are taxable in addition to regular taxation procedure. The rate of the tax on profit is 15 per cent.

2.14.2. Advance profit tax is calculated in the Group according to the activity results of last year. Advance profit tax is declared according to the confirmed order of National Taxing Inspection by Finance Ministry and is paid according to the order indicated in the law of Profit tax.

2.14.3. The cost of the profit tax of the reporting year is calculated by adjusting the profit tax of the reporting year with the amount of any deferred profit taxes. Deferred tax on profit reflects the net taxation effect due to provisional differences between the value of assets and liabilities in the financial statements and the taxation statements. Deferred taxes, as an asset or a liability, are valued applying the taxation rate, which is expected to apply in respect of the period during which the subject property would be disposed of, or the liability discharged. The deferred profit tax, as an

asset, is recognised on the financial statements to the extent it is expected to be discharged in the near future, based on the forecast of taxable profit. In case there is a part of deferred profit tax which is not going to be discharged, it is then not recognised in the financial statements.

2.14.4. The Group's profit tax costs and deferred profit taxes are shown in detail in notes 4.21.; 4.22. of the Memorandum.

2.15. Earnings per share

2.15.1.Usually the profit for one share is calculated dividing net profit (loss) of period in average of simple shares issued during the period. The Group hasn't potentially converting simple shares, so the decreased profit attributed to one share correspond the profit which is given for one simple share.

2.15.2.The information about the profit which is given for one share is presented in explanatory memorandum note 4.24.

2.16. Foreign exchange

Any transactions executed in a foreign currency are converted into Litas at the official exchange rate set by the Bank of Lithuania at the transaction date, which is roughly equal to market rate of exchange. Monetary assets and liabilities are converted into Litas at the exchange rate of the date of the financial statements. The financial statements as of 31 December, 2014, and 2013, is based on the following currency exchange rates:

2014 2013
1 EUR = 3,4528 Lt 1 EUR = 3,4528 Lt
1 USD = 2,8387
Lt
1 USD = 2,5098
Lt

Any profit / loss related to monetary transactions is recognised in the profit and loss statement covering the period during which the subject profit / loss occurred. Any profit / loss subject to converting, is accounted on the basis of the conversion rate valid at the end of the reporting period.

2.17. Financial connections with heads of the company and other related persons

The number of heads of the Group and the Company, contracts format made with related persons, accountable sums and not paid remainders at the end of the periods calculated to the company heads and related persons during accountable period and during previous accountable period are explained acc.to its attribution in the note No.4.20 of the Explanatory letter. Other information in relation with contacts made with related persons are indicated in the note No.4.9 of the Explanatory letter.

3. Revisions to the accounting policy and corrections of essential mistakes

3.1. Preparing the financial statements of year 2014 in accordance with the International Financial Reporting Standards there were no any material changes of the accounting policy related to application of IFRS.

3.2. Mistake is meant as essential, if: 1) it's sum is larger than 10% of appropriate statement of financial position part or the clause of statement of profit or loss and other comprehensive income and 2) if it makes 2,5% of all property statement of financial position value or 0,5% of sales revenues sum indicated in financial accounting. If mistake is not reaching these indicators, then it is meant nonessential.

3.3. Preparing the financial statements for year 2014 not significant and substantial mistakes of previous year are corrected in perspective way.

4. Notes of Explanatory Memorandum

The notes regarding the significant financial indicators are presented in the tables of Explanatory letter:

4.1. The status of the long-term intangible assets of the Group and the Company, and their change over the reporting period (Tables 4.1. 'AB Linas Group of companies and AB Linas longterm intangible assets change').

4.2. The status of the long-term tangible assets of the Group and the Company, and their change over the reporting period (Tables 4.2.1 'AB Linas long-term tangible assets change'; 4.2.2 'AB Linas Group of companies long-term tangible assets change').

4.3. Additional information on the long-term tangible and the long-term intangible assets of the Group and the Company, i.e. adopted average rates of depreciation and amortisation of longterm assets according to the class of assets (Table 4.3.1 'Long-term tangible and intangible assets average economic life'); the obtaining (production) cost price of the assets which is amortized or deteriorated but still used in the activity (Table 4.3.2. 'Totally amortized or deteriorated long-term tangible and intangible assets which is still used') information about rented long-term tangible asset (table 4.3.3. 'The rent of long-term tangible asset').

The Company's and the Group's long-term property deterioration difference influence on the financial indicators is not significant, so it doesn't require indicators recalculation of long-term property and deterioration cost.

The complex of buildings and constructions located in Panevezys city, S.Kerbedzio str.23, in which the activity of AB "Linas" Group of companies executes, is rented to UAB "Rentija" (company code 300614019).

The machines and equipment, devices, instruments which are used in the activity of AB "Linas" Group of companies, are rented from UAB "Verslo dizainas" (company code 302529076).

During year 2014 the Company rented administrative premises in Vilnius acc.to the contract.

4.4. Long-term financial assets and their change over the reporting period (Tables 4.4.1 'AB Linas Group of companies long-term financial assets change', and 4.4.2 'AB Linas long-term financial assets change').

On 31 December 2014 BUAB "Nordic investicija" (company code 135442762) financial debts to AB "Linas" amount to 9.118 thousand Lt. In 2014 set of financial statements were included BUAB "Nordic investicija" financial assets depreciation amounts 6.012 thousand Lt, which composed of: other long-term loans 3.002 thousand Lt, interest for granted loans receivable after one year 1.325 thousand Lt, other amounts receivable after one year 1.685 thousand Lt.

On 31 December 2014 BUAB "Domus Palanga" (company code 126234417) financial debts to AB "Linas" amount to 772 thousand Lt. In 2014 set of financial statements were included BUAB "Domus Palanga" financial assets depreciation amounts 772 thousand Lt, which composed of: other long-term loans 605 thousand Lt, interest for granted loans receivable after one year 160 thousand Lt, other amounts receivable after one year 7 thousand Lt.

4.5. Financial reports accounting period date gross value of the Group's and the Company's stocks, their value by type of stock, the value of the stocks recorded in the accounting at their net potential sale value, the amount of discounting to the net potential sale value, the amount of reversion of the discounting, the value of mortgaged stocks, and the stocks held with third parties (Tables 4.5.1 'AB Linas Group of companies stocks' and 4.5.2 'AB Linas stocks').

4.6. Advance payments by the Group and the Company to suppliers for short term assets and services (Table 'Advance payments for short term assets and services').

4.7. The Group's and the Company's one year receivable amounts by major groups of receivable amounts, their change compared to the previous financial year (Table 'One year receivable amounts').

4.8. The Group's and the Company's one year receivable amounts recognised as bad debt in the accounting, the cost of bad debt over the financial year, and recovered bad debt (Table 'Bad debt').

4.9. Long-term and short-term loans issued by the Group and the Company, including values, maturity terms, accrued interest (Tables 4.9.'AB Linas Group of companies and AB Linas loans issued').

4.10. The structure of the authorised capital stock of the Company, the number of shares and their par value; the numbers of shares held by the state, the municipality, the company (redeemed shares), and the number of Company shares and sums which belongs to subsidiary company, also Company's shareholders who have more than 5% shares. (Table 'AB Linas authorised capital structure and the main shareholders').

Average price of sale per share of the Company on the market in 2014 was 0,35 Litas, and in 2013 average market sale price per share was 0,28 Litas.

4.11. The information on the reserves of the Group and Company (Table 'Reserves of Linas, LLC enterprise group and Linas, LLC').

4.12. Draft distribution of the Company's profit (loss) (Table 'AB Linas draft profit (losses) distribution').

4.13. The subsidies (grants) received (or receivable) by the Group and the Company (Table 'Subsidies and grants').

The largest part of Group's used grants (subsidies) 13,7 thousand Lt sum is received from Lithuanian Apparel and Textile Industry Association for the implementation of project – participation at international home textile exhibition.

4.14. Short-term and long-term liabilities of the Group and the Company in accordance with the term of maturity, showing specifically those debt liabilities which are secured with company's assets (Table 'Short-term and long-term liabilities').

There are no remainder of the financial debts for credit institutions, leasing (financial rent) liabilities of the Group and the Company of December 31, 2014 and December 31, 2013.

500 thousand Lt credit sum is granted to the Company acc.to the account lending contract which was signed between the bank and AB "Linas" on 2012 04 10. Company's reserves, the balancing value of which are 5 mln Lt acc.to the mortgage sheets, are mortgaged for the credit sum. UAB "Lino apdaila" is guarantee for all credit sum and term to ensure credit sum. The validation term of account credit contract is till April 10, 2015. Alternate interests are paid for used credit, which are accounted as three months term Lt VILIBOR plus bank margin.

Acc.to the financial obligations limit contract signed between the bank and AB "Linas" on 07 10 2013, the credit sum of 290 thousand EUR is granted to the Company, for which company resources are mortgaged with the latest mortgage, the balance value of which acc.to the mortgage sheets are 5 mln.Lt. For the insurance of credit sum the warranty for all credit sum and term is received from UAB "Lino apdaila". The validation term of the financial obligations limit contract is till October 07, 2015. Alternate interests are paid for used credit, which are accounted as six months term Lt EURIBOR plus bank margin.

4.15. The Group's and the Company's accruals for employee vacations (Table 'Vacation accruals').

4.16. Typical business of the Group and Company.

The typical activity of the Group of companies is production of textile products and selling of it. Information about the sales of textile items, i.e. the segment of textile items production business and geographical segment, is indicated in tables 4.16.1. "Information of Linas, LLC enterprise group about segments of textile items production business", 4.16.2 "Information of Linas, LLC enterprise group about geographical segments of textile items production business", 4.16.3. "Information of Linas, LLC about segments of textile products business", 4.16.4. "Information of Linas, LLC about segments of textile products of geographical business".

In 2014 the incomes of UAB "Lino apdaila" for AB "Linas" production services were 17.824 thousand Lt (2013 y. - 18.768 thousand Lt), the cost price of presented services is 11.700 thousand Lt (2013 y. - 12.690 thousand Lt). In 2014 the incomes of UAB "Lino apdaila" for the presented production services to the third parties made 600 thousand Lt (2013 y. - 738 thousand Lt), the cost price for presented services is 328 thousand Lt (2013 y. - 427 thousand Lt). Acc.to the agreement dated December 19, 2014 UAB "Lino apdaila" has applied 9,0% discount from provided production services to AB "Linas" on year 2014. During 2014 UAB "Lino apdaila" sold production services to Lithuanian customers, realization to the EU countries is not of significant level.

It is impossible to attribute property and liabilities of the Group and AB "Linas" to abstracted segments. All property and liabilities of the Group and the Company are not allotted in values acc.to business and geographical segments.

4.17. The information on the operational costs of the Group and the Company (Table 'Operational costs').

On 2014 the incurred general administrative expenditures, concerned with the preparation to have new currency, made 8,4 thousand Lt and included the adjustment of computer systems and data conversion, premiums to employees salaries, bank services.

4.18. The information on the cost and revenues of miscellaneous ('atypical') activities of the Group and the Company (Table 'Miscellaneous ('atypical) activities').

4.19. Financial and investment undertakings of the Group and the Company, revenues and costs shown by material items (Table 'Financial and investment undertakings').

4.20. Information about financial connections with the heads of the Group and the Company and with the other related persons. (Table 'Financial relations to corporate executives and other related persons').

On 31 December 2014 BUAB "Nordic investicija", company code 135442762, registered office - Savanorių pr. 192, LT-44151 Kaunas, liabilities to AB "Linas" amount to 9.118 thousand Lt i.e. after one year receivable sums 15.572 thousand Lt and questionable debts 6.454 thousand Lt (depreciation sum of financial property of year 2013). On 31 December 2014 BUAB "Domus Palanga", company code 126234417, company address – Savanoriu avenue 192, LT-44151, Kaunas, the debt value of this company to AB "Linas" are 772 thousand Lt. In accordance with requirements of International Financial Reporting Standards and aiming to reflect the fair value of financial debts, in 2014 set of financial statements were included BUAB "Nordic investicija" 6.012 thousand Lt and BUAB "Domus Palanga" 772 thousand Lt financial assets depreciation amounts, by writing off 6.749 thousand Lt to Company's expenses of financial and investment activities and 35 thousand Lt to expenses of general and administration activities.. Financial assets depreciation amounts were determined in accordance with the precautionary principle and using pessimistic assessment of debt recovery risk factors. The remaining value of the property for sale is sufficient to cover referred the long-term receivables amounts.

On 24 February, 2014 BUAB "Savoja" (company code 110650969) was removed from the Register of Legal Entities. The bankrupt company "Savoja" transferred claim rights on the debtor Linas AB 358 thousand Lt to UAB "Verslo dizainas" "(company code 302529076).

Acc.to the funding contract dated November 19, 2014, UAB "Rivena", company code 302521510, address – P.Zadeikos str. 13-35, LT-06324 Vilnius and AB "Linas" agreed, that AB "Linas" is funding the project of real estate in the name of UAB "Rivena". In the consolidated statement of financial position of year 2014 the debt of 2.3 mln Lt for project funding of UAB "Rivena" is acknowledged as long term receivable sums and 880 thousand Lt – as other amounts receivable within one year.

4.21. The tax on profit due to be paid (Tables 4.21.1 'Specification of expenses of profit tax', 4.21.2 'Recalculation of expenses of profit taxes, according to regular and temporary difference of accounting and taxable profit').

4.22. Deferred profit taxes of the Group and the Company (Table 'Extended profit tax').

4.23. Material out-of-balance-sheet amounts, i.e. mortgages, guarantees, securities (Table 'Rights and obligations, not stated in the statement of financial position').

4.24. The profit (loss) which belongs to one share (table "Earnings (loss) per share")

4.25. There are no significant events after the last accounting period in Group and Company.

LTL
Indicators Develop
mental
works
Prestige Patents,
licenses
Software Other
intangible
assets
Total
Residual value at the end of previous
financial year 0 4 1 5
a) Procurement cost price of long
term intangible assets
At the end of previous financial year 0 245.736 4.474 250.210
Changes of financial year 0 6.000 0 6.000
· Procurement of assets 0 6.000 0 6.000
· Written-off property because of the
accounting evaluation change (-) 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 0 0
At the end of financial year 0 251.736 4.474 256.210
b) Amortization
At the end of previous financial year 0 245.732 4.473 250.205
Changes of financial year 0 125 0 125
· Written-off property because of the
accounting evaluation change (-) 0 0 0 0
· Financial year amortization 0 125 0 125
· Restorational records (-) 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 0 0
At the end of financial year 0 245.857 4.473 250.330
e) Residual value at the end of
financial year (a) - (b) 0 5.879 1 5.880

4.1.1. Changes of Linas, AB enterprise group and Linas, AB long-term intangible assets

4.2.1. Changes of Linas, AB long-term tangible assets

LTL
Indicators Land Buildings
and
structures
Machinery
and
equipment
Means of
transport
Other
equipment,
appliances,
instruments
Other
tangible
assets
Current
constru
ction
Total
Residual value at the end of previous 0 0 1.345.848 51.482 59.706 0 0 1.457.036
financial year
a) Procurement of cost price long
term tangible assets
At the end of previous financial year 0 0 2.242.388 420.364 109.877 0 0 2.772.629
Changes of financial year 0 0 4.271 55.873 10.437 0 0 70.581
· Procurement of assets 0 0 4.271 55.873 10.437 0 0 70.581
· Written-off property because of the
accounting evaluation change (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0 0 0 0 0
· Transcription to short-time
assets+/(-) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 0 0 0 0 0 0
At the end of financial year 0 0 2.246.659 476.237 120.314 0 0 2.843.210
b) Revaluation
At the end of previous financial year 0 0 0 0 0 0 0 0
Changes of financial year 0 0 0 0 0 0 0 0
· Increase (decrease) of value +/(-) 0 0 0 0 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 0 0 0 0 0 0
At the end of financial year 0 0 0 0 0 0 0 0
c) Depreciation (-)
At the end of previous financial year 0 0 896.540 368.882 50.171 0 0 1.315.593
Changes of financial year 0 0 449.327 39.554 18.300 0 0 507.181
· Written-off property because of the
accounting evaluation change (-)
0 0 0 0 0 0 0 0
· Financial year depreciation 0 0 449.327 39.554 18.300 0 0 507.181
· Restorational records (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-)
0 0 0 0 0 0 0 0
At the end of financial year 0 0 1.345.867 408.436 68.471 0 0 1.822.774
d) Decrease of value
At the end of previous financial year 0 0 0 0 0 0 0 0
Changes of financial year 0 0 0 0 0 0 0 0
· Decrease of value of financial year 0 0 0 0 0 0 0 0
· Restorational records (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other
individuals and discarded (-) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-)
0 0 0 0 0 0 0 0
At the end of financial year 0 0 0 0 0 0 0 0
e) Residual value at the end of
financial year (a) + (b) - (c) - (d)
0 0 900.792 67.801 51.843 0 0 1.020.436

LINAS, AB consolidated and Company's annual financial statements for the year 2014 30 4.2.2. Changes of Linas, AB enterprise group long-term tangible assets

LTL
Indicators Land Buildings
and
structures
Machinery
and
equipment
Means of
transport
Other
equipment,
appliances,
instruments
Other
tangible
assets
Current
construction
Total
Residual value at the end of previous
financial year 0 13.530 1.921.496 71.110 75.645 35.702 0 2.117.483
a) Procurement of cost price long-term
tangible assets
At the end of previous financial year 0 18.360 3.041.249 457.554 127.542 35.702 0 3.680.407
Changes of financial year 0 0 241.487 68.573 18.619 (35.702) 0 292.977
· Procurement of assets 0 0 205.785 68.573 18.619 0 0 292.977
· Written-off property because of the
accounting evaluation change (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other individuals
and discarded (-) 0 0 0 0 0 0 0 0
· Transcription to short-time assets +/(-
) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 35.702 0 0 (35.702) 0 0
At the end of financial year 0 18.360 3.282.736 526.127 146.161 0 0 3.973.384
b) Revaluation
At the end of previous financial year 0 0 0 0 0 0 0 0
Changes of financial year 0 0 0 0 0 0 0 0
· Increase (decrease) of value +/(-) 0 0 0 0 0 0 0 0
· Assets, transferred to other individuals
and discarded (-) 0 0 0 0 0 0 0 0
· Transcription from one article to
another +/(-) 0 0 0 0 0 0 0 0
At the end of financial year 0 0 0 0 0 0 0 0
c) Depreciation (-)
At the end of previous financial year 0 4.830 1.119.753 386.444 51.897 0 0 1.562.924
Changes of financial year 0 2.295 553.090 45.752 22.787 0 0 623.924
· Written-off property because of the 0 0 0 0 0 0 0 0
accounting evaluation change (-)
· Depreciation of financial year 0 2.295 553.090 45.752 22.787 0 0 623.924
· Restorational records (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other individuals 0 0 0 0 0 0 0 0
and discarded (-)
· Transcription from one article to 0 0 0 0 0 0 0 0
another +/(-)
At the end of financial year 0 7.125 1.672.843 432.196 74.684 0 0 2.186.848
d) Decrease of value
At the end of previous financial year 0 0 0 0 0 0 0 0
Changes of financial year 0 0 0 0 0 0 0 0
· Decrease of value of financial year 0 0 0 0 0 0 0 0
· Restoration records (-) 0 0 0 0 0 0 0 0
· Assets, transferred to other individuals 0 0 0 0 0 0 0 0
and discarded (-)
· Transcription from one article to 0 0 0 0 0 0 0 0
another +/(-)
At the end of financial year 0 0 0 0 0 0 0 0
e) Residual value at the end of financial 0 11.235 1.609.893 93.931 71.477 0 0 1.786.536
year (a) + (b) - (c) - (d)

LINAS, AB consolidated and Company's annual financial statements for the year 2014 31 4.3. OTHER INFORMATION ON LONG-TERM INTANGIBLE, LONG-TERM TANGIBLE ASSETS

No. Long-term asset groups GROUP COMPANY
1. Long-term intangible asset groups
1.1. Patents, licenses etc. - -
1.2. Software 4 4
1.3. Other intangible assets 4 4
2. Long-term tangible asset groups
2.1. Structures 8
2.2. Machines and equipment 6 5
2.3. Means of transport 6 6
2.4. Other equipment, appliances, instruments,
gear, inventory
5 4

4.3.1. Average useful service period of long-term intangible and tangible assets

4.3.2. Totally amortized or deteriorated longterm intangible and tangible assets which is still used

GROUP COMPANY
No. Title of asset group Number of
exploited
inventory
units
Purchase cost
price (Lt)
Number of
exploited
inventory
units
Purchase
cost price
(Lt)
1. Long-term intangible asset groups
1.1. Patents, licenses etc.
1.2. Software 4 245.736 4 245.736
1.3. Other intangible assets 1 4.474 1 4.474
Total 5 250.210 5 250.210
2. Long-term tangible asset groups
2.1. Machines and equipment 2 14.431 1 6.410
2.2. Means of transport 2 399.213 2 399.213
2.3. Other equipment, appliances,
instruments, gear, inventory
5 30.593 5 30.593
Total 9 444.237 8 436.216

4.3.3. Rent of long-term tangible assets

GROUP COMPANY
No. Leasehold long-term tangible assets
group
Rent period Rent tax during
financial year
(Lt)
Rent period Rent tax during
financial year
(Lt)
1. Buildings and constructions at
S.Kerbedžio g. 23, Panevėžys
termless 600.000 termless 600.000
2. Vehicles various terms 55.268 various terms 55.268
3. Plant and machinery, other
equipment, appliances, tools
2015-12-31 660.000 - -
4. Other tangible assets - - - -
Run.
No.
Indicators Other long
term loans
Interest
granted
for loans
receivable
after one
year
Amounts
receivable
after one
year
Other amounts receivable after one year
Uncertain
debts (-)
Total other
amounts
receivable
after one
year
Other
financial
assets
Total
1. Remainder in the beginning of
financial year
8.971.979 1.502.600 7.637.746 (6.516.268) 11.596.057 1.000 11.597.057
2. Changes of financial year 597.735 4.024 154.051 (6.784.514) (6.028.704) 0 (6.028.704)
2.1. Other investments 0 0 0
2.2. Acquisitions, calculated interest,
granting of loans
3.070.000 21.105 3.091.105 3.091.105
2.3. Transfer from the sums receivable
during one year
154.951 154.951 154.951
2.4. Sales, return of loans and other
receivable amounts (-)
(1.702.265) (17.081) (900) (1.720.246) (1.720.246)
2.5. Transfer to short-term financial assets (-) (770.000) 0 (770.000) (770.000)
2.6. Financial assets depreciation amounts
(BUAB "Nordic investicija" and BUAB
"Domus Palanga" financial debts)
(6.784.514) (6.784.514) (6.784.514)
2.7. Decrease of value (-) 0 0
3. Remainder in the end of financial
year (1 + 2)
9.569.714 1.506.624 7.791.797 (13.300.782) 5.567.353 1.000 5.568.353

4.4.1. Changes of long-term financial assets of Linas, AB enterprise group

4.4.2. Changes of long-term financial assets of Linas, AB

Other amounts receivable after one year
Subsidiary Other Interest Amounts Uncertain All other
Run. and Loans for longterm granted receivable debts (-) amounts Other
No. Indicators associated branch loans for loans after one receivable financial Total
enterprises enterprises receivable year after one assets
after one
year
year
Remainder in the
1. beginning of financial 10.000 0 8.971.979 1.502.600 7.637.746 (6.516.268) 11.596.057 1.000 11.607.057
year
2. Changes of financial year 0 0 597.735 4.024 154.051 (6.784.514) (6.028.704) 0 (6.028.704)
2.1. Investments in subsidiaries 0 0
2.2. Other investments 0 0
2.3. Acquisitions, calculated
interest, granting of loans
3.070.000 21.105 3.091.105 3.091.105
2.4. Transfer from the sums
receivable during one year
154.951 154.951 154.951
2.5. Sales, return of loans and (1.702.265) (17.081) (900) (1.720.246) (1.720.246)
other receivable amounts (-)
2.6. Transfer to short-term
financial assets (-)
(770.000) (770.000) (770.000)
Financial assets
depreciation amounts
(BUAB "Nordic
2.7. investicija" and BUAB (6.784.514) (6.784.514) (6.784.514)
"Domus Palanga" financial
debts)
2.8. Decrease of value (-) 0 0
3. Remainder in the end of 10.000 0 9.569.714 1.506.624 7.791.797 (13.300.782) 5.567.353 1.000 5.578.353
financial year (1 + 2)

LTL

LTL

LTL
Run.
No.
Indicators Raw
material and
assembly
products
Current
construction
Production
produced
Goods
purchased
for reselling
purposes
Total
1. Cost price of purchased stocks
1.1. At the end of last financial year 5.673.595 1.689 4.846.970 496 10.522.750
1.2. At the end of financial year (incl. stocks en
route and by the third parties)
4.827.245 240.243 5.029.976 24.154 10.121.618
2. Depreciation until net possible selling value
(restitution)
2.1. At the end of last financial year 0 0 0 0 0
2.2. At the end of financial year 0 0 0 0 0
3. Net value possible sales at the end of
financial year (1-2)
3.1. At the end of last financial year (1.1.-2.1.) 5.673.595 1.689 4.846.970 496 10.522.750
3.2. At the end of financial year (incl. stocks en
route and by the third parties) (1.2-2.2)
4.827.245 240.243 5.029.976 24.154 10.121.618
4. Balance value of mortgage stocks at the end of
previous financial year (31/12/2013)
3.530.169 4.885.057 8.415.226
5. Value of mortgage stocks according to
mortgage papers (31/12/2013)
1.000.000 4.000.000 5.000.000
6. Balance value of mortgage stocks at the end of
financial year (31/12/2014)
2.406.840 5.354.542 7.761.382
7. Value of mortgage stocks according to
mortgage papers (31/12/2014)
1.000.000 4.000.000 5.000.000

4.5.1. Stocks of enterprise group of Linas, AB

4.5.2. Stocks of Linas, AB

LTL
Run.
No.
Indicators Raw
material
and
assembly
products
Raw material
and assembly
products are
at the third
parties
Current
construction
Production
produced
Goods
purchased
for
reselling
purposes
Total
1. Cost price of purchased stocks
1.1. At the end of last financial year 3.149.351 2.329.046 0 4.931.528 496 10.410.421
1.2. At the end of financial year (incl.
stocks en route and by the third parties)
2.198.944 2.462.840 0 5.223.728 24.154 9.909.666
2. Depreciation until net possible selling
value (restitution)
2.1. At the end of last financial year 0 0 0 0 0 0
2.2. At the end of financial year 0 0 0 0 0 0
3. Net value possible sales at the end of
financial year (1-2)
3.1. At the end of last financial year (1.1.-
2.1.)
3.149.351 2.329.046 0 4.931.528 496 10.410.421
3.2. At the end of financial year (incl.
stocks en route and by the third parties)
(1.2-2.2)
2.198.944 2.462.840 0 5.223.728 24.154 9.909.666
4. Balance value of mortgage stocks at the
end of previous financial year
(31/12/2013)
2.863.529 666.640 4.885.057 8.415.226
5. Value of mortgage stocks according to
mortgage papers (31/12/2013)
1.000.000 4.000.000 5.000.000
6. Balance value of mortgage stocks at the
end of financial year (31/12/2014)
1.821.381 585.459 5.354.542 7.761.382
7. Value of mortgage stocks according to
mortgage papers (31/12/2014)
1.000.000 4.000.000 5.000.000

LINAS, AB consolidated and Company's annual financial statements for the year 2014 34 4.6. ADVANCE PAYMENT FOR CURRENT ASSETS AND SERVICES

LTL
GROUP COMPANY
Run. No. Biggest advance payment groups Financial
year
Last
financial
year
Financial
year
Last
financial
year
1 Advance payment to the reserve providers 204.260 10.820 160.316 2.569
2 Advance payment to the service providers 66.769 15.950 49.258 8.365
3 Balance value of uncertain advance payment 0 0 0 0
3.1. Uncertain advance payment 216 216 104 104
3.2. Part of uncertain advance payment written
off to the expenses (-)
(216) (216) (104) (104)
4. Expenses of coming period acknowledged as
uncounted within one year
100.804 154.101 94.856 138.929
5. Advance payment 371.833 180.871 304.430 149.863
LTL
GROUP COMPANY
Run.
No.
Largest groups of receivable amounts Financial year Last financial
year
Financial year Last financial
year
1. Trade debtors 6.109.483 6.379.518 6.074.015 6.328.268
1.1. debts of branch enterprise
1.2. other trade debtors 6.109.483 6.379.518 6.074.015 6.328.268
1.3. Debt for the sold financial asset - shares of
branch enterprise
0 0 0 0
2. Other amount receivable within one year 1.607.105 774.533 1.278.557 678.589
2.1. Receivable VAT 359.113 208.231 99.966 158.064
2.2. Budget debt to the enterprise 23.532 0 91 0
2.3. Debt of social insurance to the enterprise 0 0
2.4. Amounts receivable from accountable persons 535 11.572 535 9.922
2.5. Part of current year of long term loans provided
for third parties
880.000 0 880.000 0
2.6. Other accumulated receivable interests for
provided long-term loans of part of current year
7.219 0 7.219 0
2.7. Amounts receivable from employees for loans
provided
0 0 0 0
2.8. Amounts receivable from branch enterprises 0 0 0 0
2.9. Advance payment for employees 55.328 54.730 10.746 10.603
2.10. Receivable sums from requisition rights transfer 0 0 0 0
2.11. Receivable grants in coming periods 1.378 0 0 0
2.12. Profit tax paid in advance 0 0 0 0
2.13. Receivable profit of incorporated activity 280.000 500.000 280.000 500.000
2.14. Other amounts receivable (amounts receivable
from var. debtors, except for the debt of branch
enterprise)
0 0 0 0
Amount receivable within one year, total 7.716.588 7.154.051 7.352.572 7.006.857

4.7. AMOUNTS RECEIVABLE WITHIN ONE YEAR

LINAS, AB consolidated and Company's annual financial statements for the year 2014 35 4.8. UNCERTAIN DEBTS

LTL
GROUP COMPANY
Financial year Last financial year Financial year Last financial year
Expenses Expenses Expenses Expenses
Run.
No.
Uncertain debts by
groups
Uncertain
debts
of
uncertain
debts
Uncertain
debts
of
uncertain
debts
Uncertain
debts
of
uncertain
debts
Uncertain
debts
of
uncertain
debts
1. Uncertain debts at the
beginning of the
financial year
11.716.501 11.732.419 11.709.362 11.725.283
2. Part of uncertain debts
written-off to the
expenses at the
beginning of the
financial year (-)
(11.716.501) (11.732.419) (11.709.362) (11.725.283)
3. Balance value of
uncertain debts at the
beginning of the
financial year
0 0 0 0
4. Debts acknowledge as
uncertain within
financial year
10.387 9.085 10.344 8.972
5. Part of uncertain debt
written-off to expenses
within financial year
(10.387) (9.085) (10.344) (8.972)
6. Uncertain debts
acknowledge as
expenses within
financial year
10.387 9.085 10.344 8.972
7. Written-off to
expenses without
transfering debt into
uncertain debts of
foreign consumer
account
0 0 0 0
8. Uncertain debts
recovered within
financial year
(restoring of written
off debts (-))
0 (11.814) 0 (11.704)
9. Impact of currency
exchange rates to
advance payment
0 0 0 0 0 0 0 0
10. Impact of currency
exchange rates to debts
of foreign consumer
0 0 0 0 0 0 0 0
11. Uncertain debts
written-off from
financial accounting (-)
(132.537) (13.189) (132.537) (13.189)
12. Uncertain debt at the
end of financial year
11.594.351 11.716.501 11.587.169 11.709.362
13. Part of uncertain debt
written-off to expenses
at the end of financial
year (-)
(11.594.351) (11.716.501) (11.587.169) (11.709.362)
14. Balance value of
uncertain debts at the
end of the financial
year
0 0 0 0

LINAS, AB consolidated and Company's annual financial statements for the year 2014 36 4.9. LINAS, AB ENTERPRISE'S GROUP AND LINAS, AB PROVIDED LOANS

Financial year Last financial year
Run.
No.
Loans provided Currency
of loan
Balance
value
31 12 2014,
LTL
Term of
recovery
Interest
payble for
loan
provided
31 12 2014
LTL
Balance
value
31 12 2013,
LTL
Term of
recovery
Interest
payble for
loan
provided
31 12 2013
LTL
1. Long-term loans
provided
5.006.901 11.526 8.015.898 1.492.197
1.1 Long-term loans provided
for employees of
enterprise
LTL 0 0 0 0
1.2 Long-term loans provided
for shareholders
LTL 0 0 0 0
1.3 Long-term loans provided
for branch of enterprise
LTL 0 0 0 0
1.4. Long-term loans provided
for other third parties
LTL 9.569.714 various
terms since
2009-07-31
until
2019-11-19
1.506.625 8.971.979 various
terms since
2009-07-31
until
2013-07-01
1.502.600
1.5. Long-term loans provided
for other third parties
recognized as uncertain
debts
LTL (4.562.813) (1.495.099) (956.081) (10.403)
2. Short-term loans
provided
880.000 7.219 0 0
2.1 Short-term loans provided
for employees of
enterprise and part of
long-term loans for
current year
LTL
2.2 Provided for shareholders
part of long-term loans for
current year
LTL
2.3 Short-term loans provided
for shareholders
LTL
2.4 Provided for other third
parties part of long-term
loans for current year
LTL 880.000 2015-12-31 7.219
2.5 Short-term loans provided
for other third parties
LTL
2.6 Short-term loans provided
for branch of enterprise
LTL
3. Total (1+2) 5.886.901 18.745 8.015.898 1.492.197

LINAS, AB consolidated and Company's annual financial statements for the year 2014 37 4.10. STRUCTURE OF STATUTORY CAPITAL OF LINAS, AB AND MAIN SHAREHOLDERS

Run.
No.
Indicators Number of
shares
% Amount
(LTL)
1 Joint-stock capital structure at the end of financial
year
According to type of shares
1.1. Ordinary shares 24.038.990 24.038.990
1.2. Preference shares 0 0
1.3. Shares of employees 0 0
1.4. Special shares 0 0
1.5. Other shares 0 0
TOTAL: 24.038.990 100,00% 24.038.990
2 State or municipal capital 0 0
3 Own shares, owned by the enterprise itself 0 0
4 Shares which hold subsidiary companies. 0 0
5 Shareholders who have more than 5% of
enterprises shares (2014-12-31)
5.1. Company "Roocero Associates Limited"
(company code 106446, address: 35 Barrack Road,
Belize, Finland)
5.406.533 22,49% 5.406.533
5.2. Company "Danelika Services Limited" (company
code HE289213, address: 3 Michael Koutsofta Street,
Limassol, Cyprus)
4.156.585 17,29% 4.156.585
5.3. Association "EEEE" (company code 302572729,
address: Savanorių pr. 192, Kaunas)
2.831.699 11,78% 2.831.699
5.4. UAB "Rivena" (company code 302521510,
address: P.Žadeikos g. 13-35, Vilnius)
2.423.030 10,08% 2.423.030
5.5. Nojus Lenčiauskas 2.360.000 9,82% 2.360.000

4.11. RESERVES OF LINAS, LLC ENTERPRISE GROUP AND LINAS, LLC

GROUP COMPANY
Run. Indicators At the end At the end At the end At the end
No. of financial of last of financial of last
year financial year financial
year year
1 Compulsory reserve 1.000 2.404.899 0 2.403.899
2 Other reserves 600.000 300.000 0 0
2.1. Unappropriated reserve for investment
Reserve for support and benefits in line with
2.2. collective agreement
2.3. Reserve for development of business projects 600.000 300.000
3 Total reserves 601.000 2.704.899 0 2.403.899

Company Code 147689083 S. Kerbedzio 23, Panevezys

4.12. PROFIT (LOSS) ASSIGNMENT PROJECT

LTL
Run.
No.
Articles Amount
1. Retained earnings (loss) of the previous financial year at the
end of the current year
(345.834)
2. Net profit (loss) for the current year (3.534.643)
3. Unadmitted profit (loss) of accounting financial year in
statement of profit or loss and other comprehensive income
0
4. Transfers from reserves, total 0
4.1. - from obligatory reserve 0
4.2. - from reserve for business projects development 0
4.3. - from reserve for support 0
5. Contributions by shareholders to cover losses 0
6. Appropriated profit (loss), total (3.880.477)
7. Appropriation of profit 0
7.1. part of profit admitted to compulsory reserve 0
7.2. part of profit admitted to reserve to obtain own shares 0
7.3. part of profit admitted to other reserves: 0
7.3.1. to reserve for support 0
7.3.2. to reserve for project of business development 0
7.4. part of profit admitted to pay the dividends 0
7.5. part of profit admitted for annual payoffs (bonuses) to
members of Board, employees bonuses and other aims;
0
8. Retained earnings (loss) at the end of the current year to be
carried forward to the following financial year
(3.880.477)

LINAS, AB consolidated and Company's annual financial statements for the year 2014 39 4.13. GRANTS AND SUBVENTIONS

LTL
Run.
NO.
Type of grants
(subventions)
Remainder at
the beginning
of period
Received
amounts of
grants
Receivable
amounts of
grants
Used amounts
of grants
(subventions)
Returned
amounts of
grants
Remainder at
the end of
period
(subventions) (subventions) (subventions)
1. GROUP
1.1. Grants related to
income
(compensation of
expenses)
0 17.376 1.378 17.376 0 1.378
1.2. Grants related to
assets
1.3. Subventions
2. COMPANY
2.1. Grants related to
income
(compensation of
expenses)
0 6.835 0 6.835 0 0
2.2. Grants related to
assets
2.3. Subventions

LINAS, AB consolidated and Company's annual financial statements for the year 2014 40 4.14. LONG-TERM AND SHORT-TERM OBLIGATIONS

LTL
GROUP COMPANY
Run.
No.
Indicators parts thereof Debts payable or Total
debts at
Total
debts at
parts thereof Debts payable or Total
debts at
Total
debts at
Splitting of amounts payable by types within one
financial
year
after one
year
the end of
financial
year
the end of
last
financial
year
within one
financial
year
after one
year
the end of
financial
year
the end of
last
financial
year
1. Financial debts: 0 0 0 0 0 0 0 0
1.1. For leasing (financial lease) or similar
obligations
0 0 0 0 0 0 0
1.2. For credit institution 0 0 0 0 0 0 0 0
1.3. Other financial debts 0 0 0 0 0 0 0 0
2. Other debts 5.825.555 391.731 6.217.286 8.289.190 5.479.421 391.731 5.871.152 8.397.267
2.1. Debts for suppliers 3.059.146 0 3.059.146 5.155.513 3.692.324 0 3.692.324 6.064.524
2.2. Received advance payment 398.426 39.173 437.599 1.330.610 398.368 39.173 437.541 1.329.671
2.3. Obligations related to industrial
relations
1.440.565 0 1.440.565 921.255 472.000 0 472.000 196.976
2.3.1 wage payable 611.183 0 611.183 294.430 249.775 0 249.775 53.067
2.3.2 social insurance payable 350.939 0 350.939 204.007 113.145 0 113.145 40.051
2.3.3 payable RIT from wage 46.126 0 46.126 55.055 9.233 0 9.233 9.919
2.3.4 leave accumulation 431.204 0 431.204 366.786 99.608 0 99.608 93.744
2.3.5 payable contributions to the
Guarantee Foundation
1.113 0 1.113 977 239 0 239 195
2.4. VAT payable 151.471 0 151.471 0 151.471 0 151.471 0
2.5. Other taxes payable 7.915 0 7.915 17.166 4.626 0 4.626 4.432
2.6. Profit tax payment obligations 374.929 0 374.929 237.732 374.929 0 374.929 188.786
2.7. Payable amounts for sales services 186.690 0 186.690 214.301 186.690 0 186.690 214.301
2.8. Various other payable amounts 206.413 352.558 558.971 412.613 199.013 352.558 551.571 398.577
Total 5.825.555 391.731 6.217.286 8.289.190 5.479.421 391.731 5.871.152 8.397.267

LINAS, AB consolidated and Company's annual financial statements for the year 2014 41 4.15. ACCUMULATIONS OF LEAVES

LTL
GROUP COMPANY
Run. No. Indicators Financial year Last financial Financial year Last financial
year year
1. Remainder of accumulative leaves at the
beginning of the year
366.785 356.274 93.744 83.278
1.1. Accumulative leaves at the beginning of the
year
279.650 272.006 71.571 63.581
1.2. Social insurance of accumulative leaves at
the beginning of the year
87.135 84.268 22.173 19.697
2. Accumulated leaves within a year (leaves
with social insurance directed to expenses)
785.113 758.821 151.215 186.627
2.1. Accumulated leaves 598.793 578.159 115.449 142.485
2.2. Accumulated social insurance from
accumulated leaves
186.320 180.662 35.766 44.142
3. Leaves expenses covered by accumulated
leaves (within a financial year for
employees practically counted leaves with
social insurance)
(720.694) (748.310) (145.351) (176.161)
3.1. Leaves expenses covered by accumulated
leaves
(549.596) (570.515) (110.972) (134.495)
3.2. Leaves with social insurance expenses
covered by accumulated leaves
(171.098) (177.795) (34.379) (41.666)
4. Remainder of accumulative leaves at the
end of the year
431.204 366.785 99.608 93.744
4.1. Accumulated leaves at the end of the year 328.847 279.650 76.048 71.571
4.2. Social insurance from accumulated leaves
at the end of the year
102.357 87.135 23.560 22.173
5. Change of accumulated leave remainder
within a year (4 - 1)
64.419 10.511 5.864 10.466
5.1. Change of accumulated leave remainder 49.197 7.644 4.477 7.990
5.2. Change of social insurance from
accumulated leave remainder
15.222 2.867 1.387 2.476
۱
ן
;
j
ĺ
١
֡֡֡֡֡֡
.
;
;
Indicators Fabrics Sewn products
2014 y. 2013 y. 2014 y. 2013 y. 2014 y.
Income 19.347.619 19.410.306 19.677.871 18.555.442 191.623
Cost price 11.637.947 12.231.735 14.294.641 13.978.633 168.601
Gross profit (losses) 7.709.672 7.178.571 5.383.230 4.576.809 23.022
Operating expenses
Profit (losses) on typical
activity
7.709.672 7.178.571 5.383.230 4.576.809 23.022
2013 y.
Group's Total
41.517.645
27.141.792
14.375.853
10.475.080
3.900.773
2014 y.
4.16.2. Information of Linas, LLC enterprise group about segments of textile products of geographical production business
40.566.272
9.074.610
2.906.272
2.107.479
27.652.221
12.914.051
3.839.441
798.793
798.793
2013 y.
2013 y.
Other countries
Group's Total
41.517.645
10.475.080
904.297
904.297
27.141.792
14.375.853
3.900.773
2.960.869
2.056.572
2014 y.
2014 y.
2.342.309
1.194.944
1.147.365
1.147.365
4.931.015
3.127.130
1.803.885
1.803.885
Production services
2013 y.
2013 y.
Lithuania
2.300.532
1.259.929
1.259.929
5.208.359
3.093.119
2.115.240
2.115.240
1.040.603
2014 y.
2014 y.
Segments (production, goods, types of activity)
258.215
246.909
11.306
11.306
1.821.970
999.395
822.575
822.575
Segments (regions)
2013 y.
2013 y.
Yarns
A
US
23.022
23.022
2.235.939
1.180.590
1.055.349
1.055.349
191.623
168.601
2014 y.
2014 y.
4.16.1. Information of Linas, LLC enterprise group about segments of textile products production business 4.16. PRODUCTION OF TEXTILE PRODUCTS LTL
Sewn products
Fabrics
2013 y.
2014 y.
2013 y.
2014 y.
18.555.442
19.677.871
19.410.306
19.347.619
13.978.633
14.294.641
12.231.735
11.637.947
4.576.809
5.383.230
7.178.571
7.709.672
4.576.809
5.383.230
7.178.571
7.709.672
LTL
European countries
Scandinavian countries
2013 y.
2014 y.
2013 y.
2014 y.
19.995.657
21.151.072
10.911.358
9.961.406
40.566.272
14.282.060
14.596.511
7.136.157
6.215.000
27.652.221
5.713.597
6.554.561
3.775.201
3.746.406
12.914.051
9.074.610
5.713.597
6.554.561
3.775.201
3.746.406
3.839.441
LTL Total
mpany's
2013 y. 39.828.730 33.232.705 6.596.025 4.186.890 2.409.135
Co 2014 y. 40.917.869 32.771.692 8.146.177 5.182.189 2.963.988
LTL Total 2013 y. 39.828.730 33.232.705 6.596.025 4.186.890 2.409.135 2013 y. 2.906.272 2.572.484 333.788 333.788
mpany's
Co
2014 y. 40.917.869 32.771.692 8.146.177 5.182.189 2.963.988 Other countries 2014 y. 2.960.869 2.513.489 447.380 447.380
2013 y. 1.604.633 768.249 836.384 836.384 Lithuania 2013 y. 4.203.540 3.300.564 902.976 902.976
4.16.3. Information of Linas, LLC about segments of textile products business Production services 2014 y. 1.700.756 713.071 987.685 987.685 4.16.4. Information of Linas, LLC about segments of textile products of geographical business 2014 y. 4.610.132 3.380.888 1.229.244 1.229.244
2013 y. 258.349 246.909 11.440 11.440 2013 y. 1.821.970 1.219.906 602.064 602.064
Yarns 2014 y. 191.623 168.601 23.022 23.022 Segments (regions) USA 2014 y. 2.235.939 1.442.886 793.053 793.053
2013 y. 18.555.442 17.182.409 1.373.033 1.373.033 2013 y. 19.985.590 17.429.035 2.556.555 2.556.555
Segments (production, goods, types of activity) Sewn products 2014 y. 19.677.871 17.578.515 2.099.356 2.099.356 European countries 2014 y. 21.149.523 17.838.618 3.310.905 3.310.905
2013 y. 19.410.306 15.035.138 4.375.168 4.375.168 2013 y. 10.911.358 8.710.716 2.200.642 2.200.642
Fabrics 2014 y. 19.347.619 14.311.505 5.036.114 5.036.114 Scandinavian countries 2014 y. 9.961.406 7.595.811 2.365.595 2.365.595
Indicators Income Cost price Gross profit (losses) Operating expenses Profit (losses) on
typical activity
Indicators Income Cost price Gross profit (losses) Operating expenses Profit (losses) on
typical activity
$602.064$ 1.229.244 902.976 447.380 333.788 2.963.988 793.053 3.310.905 2.556.555 2.365.595 2.200.642 Profit (losses) on
typical activity
5.182.189 Operating expenses
793.053 602.064 1.229.244 902.976 447.380 333.788 8.146.17 3.310.905 2.556.555 Gross profit (losses) 2.365.595 2.200.642
Cost price 7.595.811 8.710.716 17.838.618 17.429.035 1.442.886 1.219.906 3.380.888 3.300.564 2.513.489 2.572.484 32.771.692
8.21.149.523 19.985.590 2.235.939 1.821.970 4.610.132 4.203.540 2.960.869 2.906.272 40.917.86 Income 9.961.406 10.911.358
2014 y. 2013 y. 2014 y. 2013 y. 2013 y. 2013 y. 2013 y. 2014 y. 2013 y. 2014 y.
Compa Other countries Lithuania USA European countries Scandinavian countries Indicators
Segments (regions)

LINAS, AB consolidated and Company's annual financial statements for the year 2014 44 4.17. EXPENSES OF ACTIVITY

LTL
GROUP COMPANY
Run. Indicators Financial Last Financial Last
No. year financial year financial
year year
1 Expenses of sales 2.360.366 2.611.935 2.350.579 2.611.935
1.1 Expenses of commissions 1.054.003 1.204.305 1.054.003 1.204.305
1.2 Expenses of transporting of sold production 378.556 367.923 378.556 367.923
1.3 Expenses of production advertising and fair 261.640 296.364 251.593 296.364
1.4 Expenses of sales number employees wage
and other with employees related expenses
528.903 552.067 528.903 552.067
1.5 Evaluate of customers creditworthiness and
insurance costs of marketabble credits
77.362 145.591 77.362 145.591
1.6 Other sales expenses 59.902 45.685 60.162 45.685
2 General and administration expenses 8.114.714 6.462.675 2.831.610 1.574.955
2.1 Expenses related with employees wage and
other with employees related
3.875.735 3.369.287 1.356.104 1.171.146
2.2 Training costs of administration employees 36.848 352.535 20.984 325.128
2.3 Rent, exploitation and repairing expenses 3.094.036 3.150.475 739.601 834.449
2.4 Expenses of security services 152.500 168.000 76.750 84.000
2.5 Expenses of deterioration and amortization of
non-current asset
174.720 244.991 57.978 120.783
2.6 Expenses of info technologies 129.959 141.841 126.666 141.826
2.7 Connection expenses 42.200 50.803 16.699 20.898
2.8 Expenses of bank services 21.191 24.870 18.210 21.375
2.9 Legal services expenses 46.952 64.990 46.952 64.990
2.10 Expenses of activity tax 46.495 38.821 11.272 11.756
2.11 Expenses of support provided 80.484 20.641 78.984 20.641
2.12 Expenses of social guarantees, stated in
collective agreement
5.400 5.400 5.400 5.400
2.13 Representation expenses 33.304 47.880 31.707 47.153
2.14 Uncertain debts expenses 10.373 8.871 10.330 8.869
2.15 Low-value assets acquisition expenses 98.537 22.455 25.153 3.467
2.16 Costs of suspensions 0 (1.495.485) 0 (1.495.485)
2.17 Various other general and administration
expenses
265.980 246.300 208.820 188.559
3 TOTAL EXPENSES OF ACTIVITY 10.475.080 9.074.610 5.182.189 4.186.890

LINAS, AB consolidated and Company's annual financial statements for the year 2014 45 4.18. OTHER (NON TYPICAL) ACTIVITY

LTL
GROUP COMPANY
Run. Indicators Financial Last Financial Last
No. year financial year financial
year year
1. INCOME OF OTHER ACTIVITY - TOTAL 667.484 577.222 4.355.621 4.816.298
Specification of significant amount:
1.1. Profit of non-current asset transferring 0 0 0 0
1.2. Income of various storages selling 370.619 267.240 446.915 240.865
1.3. Income of rent 262.370 294.133 262.370 294.133
1.4. Income of accounting and administration services 23.937 0 239.937 216.000
1.5. Incomes of thermal energy supply 1.219 1.569 3.404.396 4.056.456
1.6. Various other non-typical activity income 9.339 14.280 2.003 8.844
2. EXPENSES OF OTHER ACTIVITY - TOTAL 716.784 571.040 3.541.623 3.935.825
Specification of significant amount:
2.1. Loss of non-current asset transferring 0 44.500 0 44.500
2.2. Net cost of sold various storages 341.912 164.959 330.770 150.671
2.3. Net cost of rent 142.607 151.569 142.607 151.569
2.4. Expenses of accounting and administration services 200.289 200.289 200.289 200.289
2.5. Expenditures of thermal energy supply 31.406 5.448 2.867.387 3.384.521
2.6. Various other non-typical activity expenses 570 4.275 570 4.275
3. RESULT OF OTHER ACTIVITY (1-2) (49.300) 6.182 813.998 880.473

4.19. FINANCIAL AND INVESTMENT ACTIVITY

LTL
GROUP COMPANY
Run. Indicators Financial Last Financial Last
No. year financial year financial
year year
1. FINANCIAL AND INVESTMENT ACTIVITY
INCOME - TOTAL 60.324 514.000 60.115 513.987
Specification of significant amount:
1.1. Positive result of changes of currency exchange 31.513 0 31.401 0
1.2. Income of bank interests 100 72 83 59
1.3. Income of other interests 28.404 0 28.324 0
1.4. Fines and penalties for the drawn debts 191 314 191 314
1.5. Profit of incorporated activity 0 500.000 0 500.000
1.6. Income of loans provided by the revaluation 0 11.704 0 11.704
1.7. Income of currency buying-selling 88 1.865 88 1.865
1.8. Income of other financial-investment activity 28 45 28 45
2. FINANCIAL AND INVESTMENT ACTIVITY
EXPENSE S- TOTAL 6.809.272 6.471.416 6.808.104 6.470.393
Specification of significant amount:
2.1. Expenses of interests 7.487 9.156 7.485 9.156
2.2. Fines and delay fees 274 211 10 124
2.3. Negative result of changes of currency exchange 0 1.399 0 948
2.4. Expenses of currency buying-selling 3.523 6.353 2.621 5.868
2.5. Expenses of loans provided by the revaluation 0 0 0 0
Financial assets depreciation amounts (BUAB
2.6. "Nordic investicija" and BUAB "Domus Palanga" 6.748.944 6.454.268 6.748.944 6.454.268
financial debts)
2.7. Expenses of other financial-investment activity 49.044 29 49.044 29
3. FINANCIAL AND INVESTMENT
ACTIVITY RESULT (1-2) (6.748.948) (5.957.416) (6.747.989) (5.956.406)

LINAS, AB consolidated and Company's annual financial statements for the year 2014 46 4.20. FINANCIAL CONNECTIONS WITH MANAGERS AND OTHER RELATED PERSONS

LTL
GROUP COMPANY
No. Indicators Financial
year
Remainder
at the end
of financial
year
Last
financial
year
Remainder
at the end
of last
financial
year
Financial
year
Remainder
at the end
of financial
year
Last
financial
year
Remainder
at the end
of last
financial
year
Amount, related with industrial
A. relations, calculated within a year: 405.158 16.742 479.226 14.724 265.944 10.475 349.937 10.215
1. For managers 404.576 16.214 479.226 14.724 265.362 9.947 349.937 10.215
2. For other related persons 582 528 0 0 582 528 0 0
B. Loans granted by Group (Company): 3.400.000 10.449.714 0 8.971.979 3.400.000 10.449.714 0 8.971.979
1. For managers 0 0 0 0 0 0 0 0
2. For other related persons 3.400.000 10.449.714 0 8.971.979 3.400.000 10.449.714 0 8.971.979
C. Receivable loans: 0 0 0 0 0 0 0 0
1.
2.
From managers
From other related persons
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
D. Repaid the loan for Group (Company): 1.922.265 0 119.446 0 1.922.265 0 119.446 0
1. From managers 0 0 0 0 0 0 0 0
2. From other related persons 1.922.265 0 119.446 0 1.922.265 0 119.446 0
E. Gratuitously transfered asset and gifts: 0 0 0 0 0 0 0 0
1. For managers 0 0 0 0 0 0 0 0
2. For other related persons 0 0 0 0 0 0 0 0
F. Various guarantees provided by name
of Group (Company):
0 0 0 0 0 0 0 0
1. For managers 0 0 0 0 0 0 0 0
2. For other related persons 0 0 0 0 0 0 0 0
G. Received various guarantees: 5.500.000 27.447.347 0 33.035.470 5.500.000 28.947.347 1.000.000 34.535.470
1. From managers 0 0 0 0 0 0 0 0
2. From other related persons 5.500.000 27.447.347 0 33.035.470 5.500.000 28.947.347 1.000.000 34.535.470
H. Other significant amounts, calculated
within a year (obligations of Group
(Company) to related persons):
1.298.000 1.135.716 1.453.475 1.780.189 18.485.066 2.141.708 19.704.913 3.142.922
1. For managers 36.800 7.200 17.710 0 36.800 7.200 2.710 0
2. For members of the Board 0 0 0 0 0 0 0 0
3. For other related persons 1.261.200 1.128.516 1.435.765 1.780.189 18.448.266 2.134.508 19.702.203 3.142.922
I. Other significant obligations for Group
(Company):
100.262 9.366.445 500.000 9.822.959 3.719.439 9.366.445 4.770.887 9.822.959
1. Of managers 0 0 0 0 0 0 0 0
2. Of other related persons 100.262 9.366.445 500.000 9.822.959 3.719.439 9.366.445 4.770.887 9.822.959
J. Sold asset: 1.091 0 285.845 0 98.345 0 299.049 0
1. For managers 522 0 2.655 0 522 0 575 0
2. For other related persons 569 0 283.190 0 97.823 0 298.474 0
K. Provisions of liabilities and requisition
cover:
0 0 (1.495.485) 0 0 0 (1.495.485) 0
1. For managers 0 0 0 0 0 0 0 0
2. For other related persons 0 0 (1.495.485) 0 0 0 (1.495.485) 0
L. Accepted as doubtful debts
(Financial assets depreciation amounts):
6.784.515 (13.238.783) 6.454.268 (6.454.268) 6.784.515 (13.238.783) 6.454.268 (6.454.268)
1. Of managers 0 0 0 0 0 0 0 0
2. Of other related persons 6.784.515 (13.238.783) 6.454.268 (6.454.268) 6.784.515 (13.238.783) 6.454.268 (6.454.268)
M. The asset of the third parties in the
enterprise
0 4.762.323 0 4.762.323 0 4.762.323 0 4.762.323
1. Of managers 0 0 0 0 0 0 0 0
2. Of other related persons
Average number of administration
0 4.762.323 0 4.762.323 0 4.762.323 0 4.762.323
managers within a year 4 X 4 X 3 X 3 X
Number of Board members per year 3 X 4 X 3 X 4 X

LINAS, AB consolidated and Company's annual financial statements for the year 2014 47 4.21. PROFIT TAX

GROUP LTL
COMPANY
Run.
No.
Expenses of profit tax Financial
year
Last
financial
year
Financial
year
Last
financial
year
1. Expenses of profit tax 591.312 405.202 563.310 314.458
1.1. Reporting year profit tax according to Profit tax
declaration
591.312 296.052 563.310 207.558
1.2. Corrections of profit tax of last year in perspective
way
0 109.150 0 106.900
2. Expenses (incomes) of delayed taxes 2.774 (7.019) 1.330 (2.976)
2.1. Expenses (incomes) of delayed taxes, determined by
appearance and (or) disappearance of temporary
differences
2.774 (7.019) 1.330 (2.976)
3. Expenses of profit tax , stated in statement of
profit or loss and other comprehensive income
594.086 398.183 564.640 311.482

4.21.1. Specification of expenses of profit tax

4.21.2. Recalculation of expenses of profit taxes, according to regular and temporary difference of accounting and taxable profit

LTL
GROUP COMPANY
Run.
No.
Expenses of profit tax Financial
year
Last
financial
year
Financial
year
Last
financial
year
1. Accountable profit (loss) before taxing (according
to statement profit or loss and other of
comprehensive income)
(2.897.475) (2.111.793) (2.970.003) (2.666.798)
2. Profit tax before correction cause of regular and
temporary differences
(417.898) (313.687) (445.501) (400.020)
3. Correction of expenses of profit tax 1.011.984 711.870 1.010.141 711.502
3.1. Correction of profit tax expenses cause of regular
differences
1.011.984 758.199 1.010.141 756.038
3.2. Correction
of
profit
tax
expenses
cause
of
temporary differences
0 (7.019) 0 (2.976)
3.3. Correction of profit tax of last period in perspective
way
0 109.150 0 106.900
3.4. Profit tax expenditures correction regarding
investment project implementation
0 (148.460) 0 (148.460)
4. Expenses of profit tax, stated in statement of
profit or loss and other comprehensive income
594.086 398.183 564.640 311.482
LTL
GROUP COMPANY
Run.
No.
Reasons of originated
extended tax
Statement of
financial
position
income Statement of profit
or loss and other
comprehensive
Statement of
financial
position
income Statement of profit
or loss and other
comprehensive
Finan Last Financial Last Finan Last Finan-cial Last
cial year financial
year
year financial
year
cial year financial
year
year financial
year
1. Obligation of extended
tax at the beginning of
financial year
0 0 0 0
2. Asset of extended tax at
the beginning of
financial year
7.019 0 2.976 0
Changes of asset of
extended tax (increase +,
decrease -)
3.1 Income tax on long-term
assets depreciation costs,
which are recognized in
the taxation accounting as
allowed deductions
(2.774) (2.026) (1.330) (903)
3.2 Income tax on long-term
assets depreciation costs,
which are not recognized
in the taxation accounting
as allowed deductions
0 9.045 0 3.879
3. Changes of asset of
extended tax, total
(2.774) 7.019 (1.330) 2.976
4. Expenses (incomes) of
extended tax
2.774 (7.019) 1.330 (2.976)
5. Obligation of extended
tax at the end of
financial year
0 0 0 0
6. Asset of extended tax at
the end of financial year
4.245 7.019 1.646 2.976

LINAS, AB consolidated and Company's annual financial statements for the year 2014 49 4.23. RIGHTS AND OBLIGATIONS, NOT STATED IN THE STATEMENT OF FINANCIAL POSITION

LTL
GROUP COMPANY
Run.
No.
Indicators Financial
year
Previous
financial
year
Financial
year
Previous
financial
year
1 The value of deposit for the loans granted by
bank
5.000.000 5.000.000 5.000.000 5.000.000
2 Sponsions of third parties for the loans received
by the enterprise
0 0 1.500.000 1.500.000
3 Received guarantess, sponsions 17.223.700 26.283.823 17.223.700 26.283.823
4 Tangible valuables of enterprise trusted to the
third parties
416.109 375.855 416.109 375.855
5 Property sublease for third persons 0 0 2.841.599 2.841.599
6 Sponsions for the third parties 0 0 0 0
7 Confirmed notes in circulation 0 0 0 0
8 The asset of the third parties in the enterprise 4.762.323 4.762.323 4.762.323 4.762.323
9 Property of third parties mortgaged for the
company
10.223.647 6.751.647 10.223.647 6.751.647

4.24. EARNINGS (LOSS) PER SHARE

GROUP COMPANY
Run.
No.
Indicators Financial year Last financial
year
Financial year Last financial
year
1. Average number of shares 24.038.990 24.038.990 24.038.990 24.038.990
2. Net profit (loss), in LTL (3.491.561) (2.509.976) (3.534.643) (2.978.280)
3. Earnings per share, in LTL (0,15) (0,10) (0,15) (0,12)

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