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Amber Grid Interim / Quarterly Report 2015

Aug 28, 2015

2263_ir_2015-08-28_6bf343c5-9b0e-4736-894b-3107d95586bd.pdf

Interim / Quarterly Report

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AB Amber Grid Savanorių pr. 28, LT-03116 Vilnius, Lithuania www.ambergrid.lt

Phone +370 5 236 0855 Fax +370 5 236 0850 E-mail [email protected]

CONFIRMATION OF RESPONSIBLE PERSONS

28 August 2015 No. 5-36

Acting in accordance with Article 22 of the Law on Securities of the Republic of Lithuania and the Rules for Drawing up and Submission of Periodic and Additional Information as approved by Resolution No 03-48 of the Board of the Bank of Lithuania as of 28 February 2013, we, Saulius Bilys, the General Manager of AB Amber Grid, and Rimantas Šukys, the Financial Director of AB Amber Grid, hereby confirm that, to the best of our knowledge, the attached condensed financial statements of the company AB Amber Grid as of 30 June 2015 drawn up according to International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position, profit or loss and cash flows of AB Amber Grid.

General Manager

Financial Director

Saulius Bilys

Rimantas Šukys

AB AMBER GRID

CONDENSED FINANCIAL STATEMENTS AS OF 30 JUNE 2015 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION

Statement of financial position

As of As of
30 June 31 December
2015 2014
Notes (unaudited) (audited)
ASSETS
Α. Non-current assets 344,767 319,280
I. Intangible assets 607 653
ΙΙ. Non-current tangible assets 344,043 318,504
II.1. Land 113 113
II.2. Buildings and structures 227,984 232,469
II.2.1. Buildings 6,539 6,674
II.2.2. Gas transmission pipelines and related
installations 216,101 220,227
II.2.3. Gas distribution pipelines and related
installations 106 107
II.2.4. Other buildings and structures 5,238 5,461
II.3. Machinery and equipment 60,832 63,415
II.4. Vehicles 1,146 1,365
II.5. Other equipment, tools and devices 3,630 3,749
II.6. Other non-current tangible assets 194 219
II.7. Construction in progress 4 50,144 17,174
Ш. Non-current financial assets 117 123
III.1. Investment into subsidiary
III.2. Investment into joint venture $1\,$ 117 123
III.3. Non-current accounts receivable
В. Current assets 72.699 54,024
1. Inventories and prepayments 5,031 7,146
1.1. Inventories 4,938 7,076
1.1.1. Raw materials, spare parts and other
inventories 1,260 1,294
1.1.2. Natural gas 3,673 5,777
1.1.3. Assets held for sale 5 5
1.2. Prepayments 93 70
П. Accounts receivable 64,434 30,548
II.1. Trade receivables 5 4,467 6,857
II.2. Other receivables 6 59,967 23,691
Ш. Other financial assets $\overline{7}$ 145 14,616
IV. Cash and cash equivalents 8 3,089 1,714
Total assets 417,466 373,304

(cont'd on the next page)

Statement of financial position (cont'd)

As of
30 June
2015
As of
31 December
2014
Notes (unaudited) (audited)
EQUITY AND LIABILITIES
C. Equity 187,088 236,615
I. Authorised share capital 51,731 51,663
ΙΙ. Reserves 126,955 293,996
II.1. Legal reserve 5,166 5,166
II.2. Other reserves 121,789 288,830
Ш. Retained earnings 8,402 (109, 044)
III.1. Current year profit (loss) 8,402 (113, 408)
III.2. Previous year profit (loss) 4,364
D. Accounts payable and liabilities 230,378 136,689
Ι. Amounts payable after one year and
non-current liabilities 164,675 77,655
1.1. Non-current borrowings 9 100,444 26,076
1.2. Grants (deferred income) 10 58,668 43,836
1.3. Non-current employee benefits 455 455
1.4. Deferred income tax liability 5,108 7,288
П. Accounts payable within one year and
short-term liabilities 65,703 59,034
II.1. Current financial liability 9
II.2. Current portion of non-current $\overline{9}$
borrowings 12,578 13,057
II.3 Current year portion of non-current
employee benefits
86
II.4. Trade payable 12 13,471 86
11.590
II.5. Income tax payable 169 1,033
II.6. Payroll related liabilities 1,066 731
II.7. Other payables and current liabilities 13 38,333
32,537
Total equity and liabilities 417,466 373,304

Income statement

For the
period of
For the
period
For the
period
For the
period
three of three of six of six
Notes
months months months months
ended ended ended ended
30 June 30 June 30 June 30 June
2015 2014 2015 2014
(unaudited) (unaudited) (unaudited) (unaudited)
ı. Revenue 16 10,964 10,285 27,306 24,885
н. Expenses (9, 286) (10, 168) (20, 266) (21, 102)
II.1. Cost of natural gas (2, 186) (1,024) (5,909) (3,018)
II.2. Depreciation and amortization (3, 721) (5,481) (7, 443) (10, 957)
II.3. Payroll and related social
security tax expenses (1,890) (1,656) (3,865) (3, 435)
II.4. Repair and technical
maintenance expenses (776) (1, 265) (1, 593) (2, 164)
II.5. Taxes, other than income tax (350) (357) (713) (722)
II.7. Other expenses (363) (385) (743) (806)
Ш. Profit (loss) from operations 1,678 117 7,040 3,783
IV. Financial activity (15) (187) (78) (399)
IV.1. Income 8 10 101 18
IV.2. Expense (23) (197) (179) (417)
V. Profit (loss) before tax 1,663 (70) 6,962 3,384
VI. Income tax 11 639 499 1,440 152
VI.1. Current period income tax (273) (185) (740) (656)
VI.2. Deferred income tax 912 684 2,180 808
VII. Net profit (loss) 2,302 429 8,402 3,536
Basic and diluted earnings per
share (euro) 0,01 0,05 0,02
General Manager Saulius Bilys 28 August 2015
Chief Accountant Dzintra Tamulienė 28 August 2015

Statement of comprehensive income

Ī. H.

For the For the For the For the
period of period period period
three of three of six of six
months months months months
ended ended ended ended
30 June 30 June 30 June 30 June
2015 2014 2015 2014
(unaudited) (unaudited) (unaudited) (unaudited)
Net profit (loss) 2,302 429 8,402 3,536
Total comprehensive income (loss) 2,302 429 8,402 3,536
General Manager Saulius Bilys 28 August 2015
Chief Accountant Dzintra Tamulienė 28 August 2015

Statement of changes in equity

Authorised
capital
Legal reserve Other
reserves
Retained
earnings
Total
Balance as of 31 December 2013
(audited)
51,663 5,166 288,830 4,364 350,023
Total comprehensive income 3,536 3,536
Net profit (loss) for the year
Balance as of
3,536 3,536
30 June 2014 (unaudited) 51,663 5,166 288,830 7,900 353,559
Total comprehensive income $\overline{\phantom{a}}$ (116, 944) (116, 944)
Net profit (loss) for the year (116, 944) (116, 944)
Balance as of
31 December 2014 (audited) 51,663 5,166 288,830 (109, 044) 236,615
Transfer from other reserves
$\qquad \qquad$ $\overline{\phantom{a}}$ (167, 041) 167,041
Approved dividends (57, 997) (57, 997)
Total comprehensive income 68* ۰ 8,402 8,402
Net profit (loss) for the year 68* $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ 8,402 8,402
Balance as of
30 June 2015 (unaudited)
51,731 5,166 121,789 8,402 187,088

* Result of the conversion of the authorised share capital to the euro. The accompanying notes are an integral part of these financial statements.

General Manager Saulius Bilys 28 August 2015
Chief Accountant Dzintra Tamulienė 28 August 2015

Statement of cash flows

30 June 30 June
2015 2014
(unaudited) (unaudited)
ı. Cash flows from (to) operating activities
1.1. Net profit (loss) 8,402 3,536
Adjustments of non-cash items and other corrections:
1.2. Depreciation and amortisation 8,113 11,602
1.3. Loss (gain) on property, plant and equipment,
doubtful trade accounts receivable and inventories
write-off and disposal (2) (3)
1.4. Impairment losses (reversal of impairment) for
property, plant and equipment, financial assets,
allowance for doubtful trade accounts receivable
and inventories $\overline{2}$ (5)
1.5. Income tax expenses (income) (1, 440) (151)
1.6. Interest (income) (1) (12)
1.7. Interest expenses 98 404
1.8. Amortisation of grants (deferred income) (761) (661)
1.9. Elimination of other non-cash items 73 12
14,484 14,722
Changes in working capital:
1.10. Decrease (increase) in inventories 2,136 789
1.11. Decrease (increase) in trade accounts receivable 2,390 898
1.12 Decrease (increase) in other accounts receivable and
prepayments (22, 369) 2,070
1.13. Increase (decrease) in trade accounts payable (626) (452)
1.14. Increase (decrease) in other accounts payable and
other current liabilities (5, 971) (655)
1.15. Decrease (increase) in other financial assets 14,472 (1, 527)
1.16. Income tax (paid) (397)
Total changes in working capital 1,974 726
Net cash flows from operating activities 16,458 15,448
П. Cash flows from (to) investing activities
II.1. (Acquisitions) of property, plant and equipment and
intangible assets (30, 971) (4,601)
II.2. Proceeds from sales of property, plant and 2
equipment
II.3. Acquisition of investments in joint venture
II.4. Acquisition of held-to-maturity investment (2,896)
II.5. Sale of held-to-maturity investment 2,896
II.6. Interest received 1 12
II.7. Disposal (acquisition) of other short term
investments
Net cash flows (to) investing activities (30, 968) (4,589)

The accompanying notes are an integral part of these financial statements. (cont'd on the next page)

Statements of cash flows (cont'd)

30 June
2015
(unaudited)
30 June
2014
(audited)
III. Cash flows from (to) financing activities
III.1. Dividends paid out (57, 837)
III.2. Loans received 113,000
III.3. Loans (due to be repaid) (39, 111) (6, 529)
III.4. Grants received 59 452
III.5. Interest (paid) (226) (404)
Net cash flows from (to) financing activities 15,885 (6, 481)
IV. Net increase (decrease) in cash and cash equivalents 1,375 4,378
v. Cash and cash equivalents at the beginning of the period 1,714 5,711
VI. Cash and cash equivalents at the end of the period 3,089 10,089
General Manager Saulius Bilys 28 August 2015
Chief Accountant Dzintra Tamulienė 28 August 2015

Notes to the Financial Statements

General information $\mathbf{1}$

AB Amber Grid (hereinafter referred to as the "Company") was registered on 25 June 2013; after the spin-off from AB Lietuvos Dujos of the natural gas transmission activity with respective assets, rights and duties attributed to the activity in question.

The Company's largest shareholder is UAB EPSO-G. UAB EPSO-G is 100-percent-owned by the Republic of Lithuania, which and is managed by trust by the Ministry of Energy of the Republic of Lithuania. On 21 February 2014, the Ministry of Energy of the Republic of Lithuania, when increasing UAB EPSO-G's share capital, transferred 31,575,724 of AB Amber Grid's state-owned ordinary registered non-certificated shares to UAB EPSO-G.

During the second quarter of 2014, the then two major shareholders of the Company sold off their shares held in AB Amber Grid, thus losing their voting rights at the Company:

  • On 21 May 2014, E.ON Ruhrgas International GmbH transferred and UAB EPSO-G acquired 69,416,233 ordinary registered non-certificated shares of AB Amber Grid;
  • $\bullet$ On 19 June 2014, as a result of a takeover bid, OAO Gazprom transferred and UAB EPSO-G acquired 66,112,761 ordinary registered non-certificated shares of AB Amber Grid.

As of 30 June 2015, the Company's shareholders were as follows:

Number of shares owned Ownership share (percent)
UAB EPSO-G (Company Code 302826889,
A.Juozapavičiaus g. 13, Vilnius)
172,279,125 96.58
Other shareholders 6,103,389 3.42
178,382,514 100.0

The Company's share capital, after the conversion into euros, amounts to EUR 51,730,929.06. It is divided into 178,382,514 ordinary registered shares with par value of EUR 0.29.

The Company's authorised share capital was converted into euros as of 1 January 2015, according to the special procedure for the conversion of the authorised capitals into euros as provided for by legislation governing the conversion to the euro. As a result of the conversion the par value per share was received amounting to EUR 0.29. which was then multiplied by the total number of shares and the resulting authorised share capital amount of EUR 51,730,929.06 was approved by the Annual General Meeting of Shareholders of 23 April 2015 through the introduction of respective amendments into the Bylaws of AB Amber Grid.

As a result of the acquisition of AB Amber Grid's control by the UAB EPSO-G, and as a result of the subsequent changes in the composition of the Board of Directors introduced by the Extraordinary General Meeting of Shareholders of on 30 June 2014, the Company's activity and ownership control were effectively unbundled from the natural gas companies engaged in gas production and supply activities.

On 13 January 2015, the National Commission for Energy Control and Prices (hereinafter referred to as the "NCC") stated that AB Amber Grid's transmission activity unbundling was in compliance with provisions of the Law on Natural Gas. On 10 April 2015, upon obtaining of a positive decision from the European Commission, the NCC issued in respect of the Company of an open-ended License No. L2-3 (GDP) for the engagement in the Transmission System Operator's activity within the territory of Lithuania. The Company, being engaged in the natural gas Transmission System Operator's activity, provides system users, other operators, and gas market players with the following services:

  • $\bullet$ transmission of natural gas in the territory of the Republic of Lithuania;
  • balancing of flows of natural gas in the transmission system;
  • administration of funds aimed to compensate for the installation and operation of the Liquefied Natural Gas (hereinafter referred to as the "LNG") Terminal, its infrastructure and connector.

$\mathbf{1}$ General information (continued)

As of 30 June 2015, the Company had entered into 83 natural gas transmission service contracts with natural gas transmission system users (consumers of natural gas, natural gas distribution system operators, natural gas companies which supply gas up to consumer systems). As regards natural gas businesses that trade in natural gas, but do not transmit gas via the Transmission System, the Company had entered with such companies into three natural gas balancing agreements.

AB Amber Grid's condensed financial statements; including the financial statements as of 30 June 2015, the profit (loss) account, the comprehensive income statement, the cash flow statement and the statement of changes in equity are unaudited. The Company's financial statements as of 31 December 2014 were audited; they were prepared in accordance with International Financial Reporting Standards (IFRS). For a better understanding of the information contained in these condensed financial statements it is highly recommended to read the present AB Amber Grid's condensed financial statements in conjunction with the Company's annual financial statements for the year ended 31 December 2014.

The Company's ordinary registered shares are traded on the regulated market; they are listed on the Secondary Trading List of NASDAQ OMX Vilnius Stock Exchange (ISIN code LT0000128696, instruments AMG1L).

In the Company's financial statements as of 30 June 2015, the Company's investment in GET Baltic UAB, the joint venture co-owned with AB Lietuvos Dujos and the Finnish gas company Gasum Oy, was accounted by applying the equity method. The condensed financial statements as of 30 June 2015 drawn up by UAB GET Baltic in accordance with International Financial Reporting Standards (IFRS) are unaudited.

$\overline{2}$ Accounting principles

In the Republic of Lithuania, 1 January 2015 was the day of the introduction of the euro. Therefore, accordingly, starting from this date on, the Company's functional currency was also converted to the euro. The exchange rate that was applied when converting the litas to the euro was equal to LTL 3.4528 litas for EUR 1, which had been irrevocably set by the EU Council.

With the introduction of the euro, the Company converted its accounting data as of 31 December 2014 (that used to be denominated in litas) into euros and recorded the results in the accounts. The conversion result of EUR 68 thousand is shown under the Financial Investment Activities item of the income (loss) statement as of the current period.

The Company's condensed financial statements as of 30 June 2015 were prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

The Company's financial statements are presented in thousand euros. The financial statements were prepared drawing up on the historical cost basis. The accounting policies are consistent with the accounting principles used the previous year.

3 Information according to segments

The Company is engaged in natural gas transmission activity and it operates as one segment.

All non-current assets of the Company are in Lithuania, where the Company carries out its activity. During the six months of 2015, the Company earned 83 percent of its revenue from the Lithuanian system users and 17 percent of its revenue was received from the transit service, i.e. transportation of gas to the Kaliningrad Region of the Russian Federation.

$\Delta$ Construction in progress

Major objects of construction in progress of the Company as of 30 June 2015 were as follows:

Object 30 June
2015 m.
(unaudited)
31 December
2014 m.
(audited)
Construction of Klaipėda-Kuršėnai gas transmission pipeline DN800 (Capacity
enhancement of Klaipėda-Kiemėnai gas transmission pipeline) 48,152 15,968
Reconstruction of Panevėžys M&R Station No. 1 1,042 727
Other 950 479
50,144 17,174
5
Trade receivables
30 June
2015
31 December
2014
(unaudited) (audited)
Receivables from gas transmission system users for gas transmission and
transit 4,474 6,868
Other trade receivables 9 5
Less: allowance for the decrease in value of trade receivables (16) (16)
4.467 6.857

The Company's trade receivables from the system users for natural gas transmission as of 30 June 2015 decreased due to the decrease in gas transmission volumes.

The trade receivables do not include interest, the time limit for payment thereof is 15 calendar days.

6 Other receivables

30 June 31 December
2015 2014
(unaudited) (audited)
LNGT funds receivable (administered by the Company) 36,133 17,372
Other receivables 23,834 6,319
Less: allowance for the decrease in value of other receivables
59,967 23,691

Total accounts receivable of the LNGT-funds include AB Achema debt of EUR 34,360 thousand. For more information about AB Achema liabilities see Note 17 "Commitments and contingencies".

Other accounts receivable as of 30 June 2015 increased due to the EU financial assistance under the European Union Facility (CEF) to the Project "Construction of Klaipėda-Kuršėnai gas transmission pipeline" – EUR 20,310 thousand.

$\overline{7}$ Other financial assets

Acting in accordance with provisions of the Republic of Lithuania Law on Liquefied Natural Gas Terminal Art. 5 par. 2, the Company performs the functions of an administrator of the Liquefied Natural Gas Terminal (hereinafter referred to as the "LNGT")-funds. The administration of the LNGT-funds is performed in accordance with the Procedures for the Administration of Funds Aimed to Compensate for the Installation Costs and Fixed Operating Costs of the Liquefied Natural Gas Terminal Facility, its Infrastructure and its Connector as approved by the NCC Resolution No. O3-294 as of 9 October 2012 as subsequently amended (the title was changed by the NCC Resolution No. 03-750 of 23 December 2013 effective from 1 January 2014).

As of 30 June 2015, the Company's Other Financial Assets consisted of the cash received from the natural gas supply security-related extra tariff component added to the natural gas transmission price (surcharge). These funds

$\overline{7}$ Other financial assets (continued)

are aimed to be paid out to the LNGT funds beneficiaries and are kept in a separate bank account opened for the LNGT-funds, which was selected and opened in compliance with applicable legislative requirements. The natural gas supply safety related extra price component was applicable to the natural gas transmission throughout the year 2013 and from 3 December 2014.

8 Cash and cash equivalents

30 June 31 December
2015 2014
(unaudited) (audited)
Cash at bank 3,089 1,714
3,089 1,714
——————————
.
$\cdots$
$\sim$
the property of the con-
$-1$
.
the company of the company of
.
.

The Company keeps its cash in the bank accounts or (where possible) invests in the deposits with the shortest term possible (overnight). The interest rates of the overnight deposits are floating ones. The floating interest rates applied to the overnight deposits depend on EURIBOR inter-bank interest rates.

$\overline{9}$ Loans

30 June
2015
(unaudited)
31 December
2014
(audited)
Long-term loans
Loans from credit institutions of Lithuania 100,444 26,066
Leasing 10
Short-term loans
Loans from credit institutions of Lithuania
Current portion of long-term loans 12,556 13,033
Leasing 22 24
113,022 39,133

In January 2015, the Company repaid prior to maturity (refinanced) its loan to Swedbank AB. The funds that were used to refinance the aforesaid loan were the funds according to the credit agreement as of 30 December 2014 between the Company and Swedbank AB, for the amount up to EUR 113,000 thousand.

To balance its working capital, on 14 May 2014, the Company concluded an overdraft contract with Danske Bank A/S Lithuania branch for the amount (overdraft) of up to EUR 5.792 thousand.

10 Grants (deferred revenue)

Deferred
revenue
Asset
related
grants
Revenue
related
grants
Total
Balance as at 31 December 2014 1,604 42,232 - 43,836
Received during the period of 6 months ended
30 June 2015
15,519 74 15,519
Written off during the period of 6 months ended
30 June 2015.
(1) (1)
Amount of grants used (amortised) during the period of
6 months ended
30 June 2015 (17) (669) (74) (686)
Balance as at 30 June 2015 1,587 57,081 58,668

10 Grants (deferred revenue) (continued)

In the profit (loss) statement, the depreciation of the asset-related grants, amounting to EUR 669 thousand (over the period of 6 months ended 30 June 2014: EUR 644 thousand) was presented by cross-covering the costs of depreciation of the related assets with the grant-related revenue.

Grants receivable as at 30 June 2015 increased due to the EU grant under the European Union Connecting Europe Facility (CEF) to the Project "Construction of Klaipėda - Kuršėnai gas transmission pipeline" -EUR 14,543 thousand.

11 Income tax

In 2015, the standard corporate income tax rate applicable to the companies of the Republic of Lithuania was 15 per cent (in 2014: 15 per cent).

The income tax expenses for the period comprise the current income tax and the deferred income tax. Following the amendments to the Law on Corporate Income Tax, which provide for a possibility of taking advantage of the corporate income tax relief following investments in new technologies, as at 30 June 2015, the Company calculated the corporate income tax relief amounting to EUR 646 thousand (in 2014: EUR 1,274 thousand).

12 Trade payables

30 June
2015
(unaudited)
31 December
2014
(audited)
Payables to suppliers in according to
the Investment Programme(New Construction) 12,077 9,102
Payables to suppliers according to the to
the Investment Programme (Reconstruction & Modernisation) 665 1,134
Payables to service providers 197 378
Payables to suppliers of repairs of non-current assets 113 410
Other 419 566
13,471 11,590

The largest share of payables to suppliers- EUR 11,990 thousand - were the payables for the works carried out by the Contractor that was executing a project included into the Company's Investment Programme (New Construction) - i.e. the Project "Construction of Klaipėda - Kuršėnai gas transmission pipeline".

13 Other payables and current liabilities

30 June
2015
(unaudited)
31 December
2014
(audited)
LNGT funds (administered by the Company) payable 23,852 14,616
Accrued LNGT funds (administered by the Company) * 14,282 17,399
Real Estate Tax (RET) payable $\overline{\phantom{0}}$ 332
Value Added Tax (VAT) payable ۰
Other payables 199 190
38,333 32,537

* The accrued LNGT funds administered by the Company are attributed to the LNGT funds payable account only when the gas transmission system users pay them to the Company and when AB Klaipėdos Nafta issues a VAT invoice for the natural gas security of supply-related additional price component that is added to the natural gas price.

14 Earnings per share

Basic earnings per share reflect the Company net income divided by the weighted average number of shares. There are no diluting instruments, therefore basic and diluted earnings per share are equal. Calculations of the basic earnings per share are presented below:

30 June
2015
(unaudited)
30 June
2014
(audited)
Net profit attributable to the shareholders (in EUR thousand) 8,402 3,536
Weighted average number of shares (in thousand) 178,383 178,383
Basic earnings per share (in EUR) 0.05 0.02

Dividends 15

On 23 April 2015, the Annual General Shareholders' meeting, when approving the Company's 2014 profit and loss appropriation, passed a decision for the year 2014 to pay the Company's shareholders dividends in the amount of EUR 58 million (or EUR 0.33 per ordinary registered share with par value of EUR 0.23)

16 Revenue

For the
period of
three
months
ended
30 June
2015
(unaudited)
For the
period
of three
months
ended
30 June
2014
(unaudited)
For the
period
of six
months
ended
30 June
2015
(unaudited)
For the
period
of six
months
ended
30 June
2014
(unaudited)
Transmission of natural gas within the territory of
Lithuania
10,190 10,078 25,833 24,251
Income from balancing in the Transmission System 673 132 1,287 505
Grants recognised as income 50 9 91 17
Income from LNGT funds administration 36 23 72 47
Other income 15 43 23 65
10,964 10,285 27,306 24,885

17 Commitments and contingencies

Legal disputes

According to the Republic of Lithuania Law on Liquefied Natural Gas Terminal and resolutions adopted by the NCC, natural gas system users that transport natural gas via the gas transmission system, when they pay for gas transmission services, are also charged an inseparable price component of the natural gas transmission price - an LNGT-related extra tariff (surcharge).

In the light of the fact that AB Achema, even though it is a gas transmission system user, has systemically failed to pay the LNGT-related extra tariff (surcharge), AB Lietuvos Dujos, being the administrator of the LNGT-funds, on 12 April 2013, filed a lawsuit with Kaunas Regional Court regarding the payment of the LNGT-related extra tariff (surcharge), award of default interest and the obligation to perform the contract. By the transfer and acceptance certificate as of 1 August 2013 AB Lietuvos Dujos transferred the aforesaid case to AB Amber Grid.

17 Commitments and contingencies (continued)

On 17 September 2013, AB Amber Grid revised the amount of the claim. By judgement as of 12 December 2013 the court of first instance granted AB Amber Grid's claim in part - the court awarded the total debt amount as requested and the procedural interest amount; nevertheless, the court reduced the rate of interest to be awarded from the original rate of 0.04 percent to 0.02 percent. AB Achema lodged an appeal, and AB Amber Grid also lodged an appeal concerning the award of interest. The Court of Appeal decided to apply to the Constitutional Court of the Republic of Lithuania with a request to investigate whether or not certain individual provisions of the Republic of Lithuania Law on Liquefied Natural Gas Terminal were consistent with the Constitution of the Republic of Lithuania, it also suspended the legal proceedings until the consideration of the aforesaid request by the Constitutional Court of the Republic of Lithuania. The outcome will have no financial impact on the Company, because, should the court uphold AB Amber Grid's action, the amount of money awarded would afterwards have to be transferred to the beneficiary of the LNGT-funds and should the court take a negative decision in respect of the Company, in this case the Company would not incur any losses either, as it is not the beneficiary but merely the administrator of the LNGT-funds.

On 7 March 2014, AB Amber Grid addressed Kaunas Regional Court with a claim requesting to award from AB Achema its debt for the outstanding LNGT-related extra tariff (surcharge) amounting to EUR 3,188,444.81 for the period from 1 September 2013 to 31 December 2013 and to award the default interest for the LNGT-related extra tariff (surcharge) amounting to EUR 108.801,07 not paid in a timely manner for the afore-mentioned period. On 9 September 2014, a revised claim was filed, which additionally seeks the award of default interest in the amount of EUR 225,741.89. On 2 February 2015, Kaunas Regional Court adjourned the case until the Constitutional Court's verdict on the Lithuanian Court of Appeal's petition regarding the investigation of the compliance of Article 5 part 2 of the Law on the LNGT with the Constitution. On 26 March 2015, a revised claim was filed, which seeks the issuance of an order for the award of additional interest amount of EUR 210,437.36.

The outcome of the case will have no financial impact on the Company, because should the court grant AB Amber Grid's claim, the awarded amount of money afterwards would have to be remitted to the beneficiary of the LNGTrelated extra tariff (surcharge) and should the court take a negative decision in respect of the Company, in this case the Company would not incur any losses either, as AB Amber Grid is not the beneficiary but merely the administrator of the LNGT-funds.

On 16 March 2015, AB Amber Grid filed a new claim with the Kaunas Regional Court for the award from AB Achema of the debt in amount of EUR 5,000,654.11 resulting from AB Achema's failure to pay the LNGT funds intended to cover the fixed operating costs of the LNG terminal, its infrastructure and connector (hereinafter referred to as the "additional security of supply-related price component") applicable since 3 December 2014 and interest in the amount of EUR 68,387.57 for the failure to timely discharge its payment obligations related to the additional security of supply-related price component and 6 percent annual interest. By ruling as of 8 June 2015, the court merged this case with Case No. 2.

The outcome of the case will have no financial impact on the Company, because should the court satisfy the claim by AB Amber Grid, the awarded amount of money afterwards would have to be remitted to the beneficiary of the LNGTrelated extra tariff (surcharge) and should the court take a negative decision in respect of the Company, in this case the Company would not incur any losses either, as it is not the beneficiary but merely the administrator of the LNGTfunds.

On 19 November 2012, AB Achema addressed Vilnius Regional Administrative Court requesting revocation of Paragraphs 3.1 and 4 of Resolution No 03-317 of 19 October 2012 "On Setting the Amount of Funds Aimed at Full or Partial Compensation of the Costs of Installation and Operation of the Liquefied Natural Gas Terminal, Infrastructure and Connector Thereof for the Year 2013" and requesting to repeal Paragraph 2 of the NCC's Resolution No 03-330 as of 26 October 2012 "On Adjustment of the Tariff Caps for Natural Gas Transmission and Distribution of AB Lietuvos Dujos and Setting of the Tariff Cap for the Inseparable Component of the Natural Gas Transmission Price (the LNGT-Related Extra Tariff (Surcharge)) for the Year 2013". AB Amber Grid is involved in the proceedings as a third party concerned. The case is heard in the court of first instance. On 13 October 2014, Vilnius Regional Administrative Court decided to apply to the Constitutional Court of the Republic of Lithuania with a request to investigate whether or not certain individual provisions of the Law on Liquefied Natural Gas Terminal were consistent with the Constitution of the Republic of Lithuania, and adjourned the case until the request is considered by the Constitutional Court of the Republic of Lithuania. On 17 March 2015, the Constitutional Court examined the case and on 3 April 2015 issued a

17 Commitments and contingencies (continued)

rulling stating that neither the LNGT-Related Extra Tariff (Surcharge) as provided for by Article 5 Part 2 of the Law on LNGT, nor other provisions of the Law in question were in conflict with the Constitution. On 28 May 2015, Vilnius Regional Court fully rejected AB Achema's complaint. AB Achema lodged an appeal.

In the opinion of the Management, the outcome of the case is not clear and cannot be reasonably estimated.

On 10 July 2013, AB Lietuvos Dujos received a notification by Panevėžys District Court, which read that on 3 July 2013 a court ruling was passed to refer the matter to the Special Judicial Panel For Resolution of Jurisdiction-related Disputes to clarify the issue whether the plaintiff's claim according to the Panevėžys District Public Prosecutor's Office Public Interest Defence Department prosecutor's action against the defendants, the Ministry of Economy of the Republic of Lithuania, AB Lietuvos Dujos, the third parties, the Lithuanian Road Administration under the Ministry of Transport, the State Enterprise Panevėžio Regiono Keliai, regarding the the revocation of the orders of the Minister of Economy in part where they concern the transfer of the ownership of the road of national significance, the application of restitution, fall within the jurisdiction of the general competence courts or rather within the jurisdiction of the Administrative Court. By the transfer and acceptance certificate as of 1 August 2013, AB Lietuvos Dujos transferred the afore-mentioned case to AB Amber Grid. A part of the road belonging to AB Amber Grid by ownership right which leads to the Panevėžys Gas Compressor Station falls within a section of Piniava-Paliūniškis Road, which has the status of a road of national significance. As all roads of national significance shall be owned by the right of exclusive ownership exclusively by the State itself, the prosecutor requests annulment of the orders adopted by the Minister of Economy and the acceptance certificates in question whereby the above road was registered as the property of AB Lietuvos Dujos and is currently registered as property of AB Amber Grid. The claim has been revised several times, as the prosecutor revised his claims. On 19 November 2014, the court upheld the action in part: it recognized registration of the property rights to the road as made by the State Enterprise Centre of Registers invalid. The parties lodged appeals.

The outcome of the case could have a financial impact on the Company as the Company seeks that the Company would be awarded compensation should the court cancel AB Amber Grid ownership rights to at least a section (6,534 sq. meters) of the road. In the opinion of the Management, the outcome of the case is not clear and cannot be reasonably estimated.

18 Related party transactions

The parties are considered to be related where one party has a possibility to control the other one or may have a significant influence over the other party in making financial and operating decisions.

As of 30 June 2015 and as of 30 June 2014, the related parties of the Company were as follows:

  • UAB GET Baltic (joint venture in which the Company has an interest);
  • UAB EPSO-G (the parent company); $\sim$
  • UAB LITGRID (co-shareholders);
  • UAB Baltpool (subsidiary of AB LITGRID);
  • UAB Tetas (subsidiary of AB LITGRID); $-$
  • UAB Tinklo Priežiūros Centras (subsidiary of AB LITGRID); $-$
  • UAB Duomenų Logistikos Centras (associated company of AB LITGRID Group);
  • Lit Pol Link Sp.z.o.o. (joint venture co-owned by LITGRID AB and the Polish electricity network operator PSE $S.A.$ );
  • Management.

The tables below present the Company's balances and transactions with related parties as of 30 June 2015 and as of 30 June 2014.

18 Related party transactions (continued)

As of 30 June 2015 (unaudited) Purchases Sales Accounts
receivable
Accounts
payable
UAB GET Baltic 3
As of 30 June 2014 (unaudited) Purchases Sales Accounts
receivable
Accounts
payable
UAB Tetas 1 $\overline{\phantom{a}}$
UAB GET Baltic 300
301 ٠

There were no guarantees either provided or received for receivables from the related parties or for payables to them. As at 30 June 2015, the Company had not accounted any impairment loss allowances for receivables from the related parties.

Management remuneration

During the period of 6 months ended 30 June 2015, payments to the management of the Company amounted to EUR 209 thousand (during the period of 6 months ended 30 June 2014: EUR 195 thousand). The Management consists of the Chief Executive Officer, the Deputies thereof, and the Chief Accountant. The management of the Company did not receive any loans, guarantees; no other payments or property transfers were made or accrued.

19 Subsequent events

Lithuanian Court of Appeal by ruling as of 2 July 2015 satisfied the claim of AB Amber Grid - awarded all the requested debt amount of EUR 11,073,428.80 for the period from January 2013 to end of August 2013, plus the procedural interest and EUR 488,678.17 in default interest. On 9 July 2015, AB Achema, in implementation of the aforesaid court order, paid in favour of AB Amber Grid EUR 12,953 thousand.

On 22 December 2014, AB Achema addressed Vilnius Regional Administrative Court requesting annulment of Paragraphs 1.1, 2.2.1, 2.3 and 3 the NCC's Resolution No. 03-895 as of 20 November2014 "On setting price cap of natural gas liquefaction (natural gas security of supply-related additional price component to be added to the natural gas transmission price) for 2015-2019. By court order as of 7 July 2015, AB Amber Grid was involved in this case as a third party.

On 7 July 2015, Panevėžys District Court, in the case according to the prosecutor's action against the defendants, the Ministry of Economy of the Republic of Lithuania and AB Lietuvos Dujos and against the third parties, the Lithuanian Road Administration under the Ministry of Transport and Communications of the Republic of Lithuania and the State Enterprise Panevėžio Regiono Keliai, requesting annulment of the Minister of Economy's orders in part regarding the transfer of the road of national importance and requesting application of restitution, overruled the first instance judgment and satisfied the prosecutor's claim.