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Cemat Annual Report 2018

Feb 21, 2019

3426_rns_2019-02-21_9be0bb4e-da99-4eaa-91c8-01d73918a72b.pdf

Annual Report

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2018

ANNUAL REPORT 2018

1 January – 31 December

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CeMat

CEMAT A/S

C/O DLA PIPER DENMARK ADVOKATPARTNERSELSKAB

RÅDHUSPLADSEN 4

1550 KØBENHAVN V

Tel: +45 47 36 56 00

E-mail: [email protected]

www.Cemat.dk

COMPANY REG. (CVR) no.: 24 93 28 18


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TABLE OF CONTENTS

MANAGEMENT'S REVIEW

  1. CeMat at a glance 4
  2. Financial highlights and key ratios 5
  3. General economic overview 6
  4. Current and future situation 6
  5. Property highlights 7
  6. Our mission 7
  7. Goals achieved in 2018 8
  8. Goals to be achieved in 2019 9
  9. Long term goals 11
  10. Outlook for 2019 12
  11. Financial review 13
  12. Risk and risk management 14
  13. Statutory reports 18
  14. Shareholder information 21
  15. Board of Directors and Management Board 24
  16. Management statement 26
  17. Independent auditor's report 27

FINANCIAL STATEMENTS

  1. Income statement 32
  2. Comprehensive income statement 33
  3. Cash flow statement 34
  4. Balance sheet 35
  5. Statement of changes in equity 37
  6. Notes to the financial statements 39

MANAGEMENT'S REVIEW

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M T W T F

2 3 4 5
9 10 11 12
16 17 18 19
23 24 25 26
30 31

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01 CEMAT AT A GLANCE

CeMat A/S (formerly Topsil Semiconductor Materials A/S) is a listed holding company whose activity consists of operation of the Polish real estate company CeMat '70 S.A. The objective of CeMat '70 is to identify and execute the best investment strategy for its current portfolio and dividend policy for its shareholders.

All of the Group's sales income is generated by CeMat '70.

CeMat A/S, the parent company, has no income from sales. The operating expenses of CeMat A/S are limited to the costs related to being listed in Denmark and management costs. Similarly, the Polish holding company CeMat Real Estate and two project companies, W131 and W133, bear the costs of taxes and fees related to real estates, external accountant, tax advisor, lawyer, real estate agent and auditor services.

The current portfolio of CeMat '70 includes office, warehouse and production buildings and investment development sites located mainly in Warsaw. The main property is partially developed with industrial buildings with parking lots. Buildings are accommodated by warehouse, production, office and social space. Part of the complex is rented out for parking purposes. The complex has a total of approx. 28,600 sqm of leasing space and 151,600 sqm of land. Some of the land is partly owned or possessed by CeMat '70. According to the study of conditions and directions of spatial development and land use adopted by Warsaw city council, the majority of the site is located in an area zoned for service use, with single plots designed for roads. CeMat '70 is engaged in the letting of premises and land and the provision of utilities, including power, water and gas, and facility services etc. to its tenants.

The main part of the portfolio is located in Warsaw, the capital of Poland. The property is located in the northern part of Warsaw, in the Bielany district, approximately 10 kilometres from the city centre. The Bielany district is very well-connected by the public transport system (metro, trams, buses) and the road network in/out of Warsaw. The planned new main arterial roads, namely the North-South road and the North Bridge Road, will make Bielany and the property more attractive.

The surrounding area has undergone significant development over the past few years with a large number of new investments, including residential, retail and service buildings. The local real estate market is strong and there is high demand among investors and developers. The new large shopping mall, Galeria Młociny, constructed 2km away from the CeMat '70 property, is an example of this trend. A new 30m-high residential building is being constructed 400m away, and an office building for PKO BP (a Polish bank leader) is also located in the immediate vicinity.


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02 FINANCIAL HIGHLIGHTS AND KEY RATIOS

DKK'000 2018 2017 2016 2015 2014
Revenue 39,189 38,981 25,434 14,456 272,328
Earnings before interest, tax, depreciation and amortisation (EBITDA) 2,063 3,107 (12,682) (8,976) 9,355
Operating profit/(loss) (EBIT) 2,063 3,107 (17,249) (13,711) (38,703)
Net financials (241) (331) (7,501) (12,534) (10,900)
Profit/(loss) from discontinued operations 0 0 (50,050) (63,313) -
Profit/(loss) for the year 136 (2,395) (75,403) (90,065) (41,992)
Of which attributable to parent company shareholders (391) (2,764) (82,711) (90,298) (42,130)
Cash flows from operating activities 1,644 442 (65,396) 6,967 (6,318)
Cash flows from investing activities (2,740) (4,527) 382,894 (9,392) (14,182)
Cash flows from financing activities (209) (114,343) (191,524) 3,772 8,822
Share capital 4,997 4,997 10,883 132,029 132,029
Equity attributable to parent company shareholders 92,714 94,161 197,152 243,912 327,759
Equity attributable to non-controlling shareholders 14,116 15,953 25,489 16,782 16,585
Total consolidated equity 106,830 110,114 222,641 260,694 344,344
Total assets 130,651 134,221 247,645 549,410 633,213
Invested capital 110,028 111,451 105,552 440,069 522,564
Net interest-bearing debt/(Net interest asset) 0 0 0 182,462 180,616
Net working capital (NWC) 1,462 2,029 (563) 117,643 118,620
Financial ratios
EBITDA margin (%) 5.3 8.0 (49.9) (62.1) 3.4
EBIT margin/profit margin (%) 5.3 8.0 (67.8) (94.8) (14.2)
Return on invested capital (%) 1.9 2.8 (16.3) (2.8) (7.2)
Equity ratio (%) 81.8 82.0 89.9 47.4 54.4
Return on equity (%) 0.1 (1.4) (31.2) (4.5) (11.4)
Current number of shares (thousands) 249,850 249,850 544,164 528,114 528,114
Earnings per share (DKK) 0.00 (0.01) (0.16) (0.17) (0.08)
Price per share (DKK) 0.37 0.43 0.32 0.28 0.41
Average number of full-time employees 23 27 32 34 356

The financial highlights for 2016 have been restated relative to the annual report for 2017. The restatement results from the fact that a positive value adjustment in connection with the reclassification from owner-occupied property to investment property was originally recognised in the income statement. The positive value adjustments in connection with the reclassification must be recognised in other comprehensive income. In connection with the restatement, the deferred tax which was recognised in 2016 as a result of a value adjustment of investment property has been restated as well.

The financial highlights and key ratios have been prepared in accordance with "Recommendations and Financial Ratios". See the description in note 1 to the financial statements, "Accounting policies".


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03 GENERAL ECONOMIC OVERVIEW

CeMat A/S's activity is focused on Poland, a country with a population of 38.5m, which means it has promising development prospects. According to the forecasts, GDP growth in 2018 should reach 5% (yoy). Additionally, Poland has also been upgraded to "developed market" status in indices run by FTSE Russell, becoming the first central or eastern European country to reach developed country status, and the first country in the world to be promoted in almost a decade. The economic boom period for Poland is supported by low unemployment and an improving infrastructure that makes the country one of the most attractive investment destinations in Europe. The Polish real estate market continues to demonstrate growth, driven by the growth in GDP.

Warsaw, the capital city of Poland, has a population of 1.7m and it is the most developed city in the country, characterised by a strong economy and the ability to attract international and national investments. Warsaw is recognised as the most liquid real estate market in the country.

04 CURRENT AND FUTURE SITUATION

After the sale of its silicon business, CeMat has been continuing its activity in the real estate sector.

The CeMat A/S strategy for 2018 has been to focus on the property side with leasing and asset disposal, but on the other hand it has also been a year of strengthening the management and organisation to ensure we have the suitable organisation in place to achieve our strategic goals. Having a highly-skilled and motivated team is integral to our success and we will continue to place an emphasis on building a team with the right skills in 2019. The leasing and property management team will grow organically and we will also implement an incentive programme to achieve the best possible results in 2019.

Our complex of buildings located in Warsaw was built in the 1980s. The maintenance and refurbishment of the buildings is part of our daily business. Management predicts capital expenses for fit-out contributions and maintenance in the coming years.

The property has an occupancy level of circa 91% so it still has potential to grow. The leasing team is focusing on new leases, lease renewal, reletting and identifying additional sources of value.

CeMat '70 is located in the north-western part of Warsaw in a developing residential and service area, where former industrial activity is being replaced by fast-growing residential, retail and service development. These circumstances will help to create long-term opportunities for CeMat A/S.

In January 2019, the Group received an updated valuation report prepared by Cushman & Wakefield. According to this report, the property located in Warsaw has an "as is" fair value of PLN 62,468,000 (or approx. DKK 108,414,000), based on 100% of the property (or shares). This represents an almost 2% increase in value compared to the valuation in the 2017 report.


Polish holding company CeMat Real Estate is continuing to acquire shares from minority shareholders in CeMat '70 and, as a result, it has increased its stake to 88.70%. The process of buying shares from minority shareholders is ongoing and will continue in 2019.

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05 PROPERTY HIGHLIGHTS

Warsaw

GLA: 28,600 sqm

Land: 161,006 sqm

This includes:
- 126,796 sqm of industrial plot;
- 10,722 sqm of road plots where CeMat has a 75% share;
- 23,488 sqm of industrial plots where CeMathas a 71.4% share.

Number of tenants: 133
Vacancy: 9%

Blichowo

Agricultural land
Land 13,603 sqm

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06 OUR MISSION

Our mission is to transform the company from a production business to a real estate business, and to focus on the leasing and management of the property to provide a cash-generating business.

In the long term, our mission is to dispose of the properties and deliver dividend to our shareholders.


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07 GOALS ACHIEVED IN 2018

Income growth

CeMat '70 has been focused on identifying new sources of income and transforming former production space into letting warehouse, office and production space. CeMat maintains its strong desire to prepare the organisation to meet new goals. One of the main focuses is on letting, including lease renewal, reletting and new leases. The property's good location in Warsaw, and the demand which has been observed recently, has had a positive influence on the occupation rate. A strategy was implemented in 4Q 2018 which foresees the replacement of weaker and more problematic tenants with new lease agreements. From the other side, one of our tenants, Topsil, terminated its lease agreement in 2018, with effect from November 2019.

> Income increased by circa 2% in comparison to 2017. The number of tenants increased from 129 to 134 and the occupation rate grew from 88% to 91% (Dec 2018).

EBIDTA

In the Annual Report 2017 an expected EBITDA of around DKK 4 million was announced. In the spring of 2018, a tax audit for the years 2013-2018 was carried out in CeMat '70 by the City Council. Taking into account the risk that an additional amount of property tax would have to be paid, expected EBITDA was reduced to DKK 2-3 million in the half-year report. As a result of the audit, additional property tax of DKK 1.4 million was paid. Finally, a consolidated EBITDA of DKK 2.1 million was achieved.

Increased property value

The positive letting trend and the mainly higher income from the property in Warsaw is reflected in the updated valuation report prepared by Cushman & Wakefield.

According to this report, the property located in Warsaw has an "as is" fair value of PLN 62,468,000 (or approx. DKK 108,414,000), based on 100% of the property (or shares). That means an almost 2% increase in value compared to the valuation in the 2017 report.

> According to this report, the property located in Warsaw has an "as is" fair value of PLN 62,468,000 (or approx. DKK 108,414,000), based on 100% of the property (or shares). That means an almost 2% increase in value compared to the valuation in the 2017 report.

Higher occupancy level than in 2017

The unique location of the property in Warsaw, its closeness to the city centre and business district, its excellent public transport links and the lack of similar properties on the Warsaw market is reflected in its current market position.

Moreover, the property has unique flexibility to meet tenants' demands. The configuration of offices and warehouse space allows units to be created from 20 sqm and upwards.

> The uniqueness of the property on the Warsaw market has resulted in a high occupancy level of 91%. The strong pipeline for 1Q 2019 confirms this trend that started last year.


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Obtaining legal titles to the properties

CeMat '70 cannot obtain legal title to a plot of land or strip of road as long as there are ongoing claims on that plot. CeMat has been actively working on legal action in all such cases and all court and administrative cases considered so far have been decided in line with CeMat '70's expectations.

In particular situations where the expectations of the claimant are reasonable, and at the market level, CeMat '70 negotiates contract conditions to settle the case. One of these claim issues was resolved in 2018.

However, in cases where the claimant's expectations are over the market conditions, we will continue with our legal efforts to resolve those claims. This scenario envisages a prospective timeframe of 5 to 7 years.

Re-classification of the land for alternative use

There is no local master plan for the majority of the site. According to the study of conditions and directions of spatial development and land use adopted by Warsaw city council, the majority of the site is located in an area zoned for service use, with single plots designated for roads. Only five plots are covered by a local master plan mainly for roads. CeMat '70 has started preparations to study the re-classification of land from its current service use to alternative use. Discussions with the city authorities on re-classification of the land will be continued.

Asset disposal

The local real estate market is strong and there is high demand among investors and developers. Creating a model for future cooperation with potential investors will be one of the priorities for our daily business activity. Prior to signing the disposal agreement, we decided to clarify some of the conditions highlighted by potential investors beforehand. Signing of the agreement has therefore been postponed.


08 GOALS TO BE ACHIEVED IN 2019

Income growth

The main goal is to improve the net income from the property. The revision of the conditions of the current lease agreements carried out in 4Q 2018, and the identification of new income streams and the pipeline for 1Q/2Q 2019, forecast an improvement in net income results for 2019.

Occupancy level

At this moment in time, we currently have a 91% occupancy level, with the potential to grow in 2019. However, at the end of December 2019 we expect a temporary decrease in the occupancy level as one of our tenants, Topsil, has terminated its lease agreement in 2018, with effect from November 2019. That allows the opportunity to have better leasing conditions compared to the current agreement in the coming years.

Obtaining legal title to the properties

CeMat '70 will continue to work actively on its legal actions. CeMat '70 has made efforts to resolve some of these cases with negotiations but, in some cases, the expectations of the


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claimants are above the market level and we are therefore not in a position to resolve these cases with a civil agreement. In these cases, the legal action will continue and we are not expecting a quick resolution. All the court cases involving CeMat '70 land resolved so far have been won by the Polish state (and therefore by CeMat '70).

Building a property team based on empowered and motivated staff

One of the goals for 2019 is to strengthen our organisation and ensure that our team has the appropriate skills. We will introduce a professional property management team and create the circumstances to allow the letting team to grow.

Land re-zoning

One of our goals is to develop a dialogue with the city authorities in Warsaw about potential changes to the study of conditions and directions of spatial development and land use in the city, and also to the local master plan. In the opinion of the management team, the current study is not optimal and the location of the property, the planned road system and the significant developments in the surroundings need to be reflected in changes to the local master plan.

Asset disposal

CeMat will continue with its efforts to deliver consistent returns to its shareholders through asset disposal over the longer term.

Other opportunities

CeMat '70 and ITME are in dispute about the ownership of a 5,000 sqm plot of land near Warsaw's international airport. This land has been under ITME administration for more than 20 years. Both CeMat '70 and ITME applied more than 20 years ago for perpetual usufruct rights; but neither of them was granted such rights. CeMat '70 and its legal advisers concluded in 2016, after re-examining the old files, that CeMat '70 should be given title to the land and re-applied. The first administrative decision eventually decided in favour of CeMat '70, but it was contested by ITME and the case is now on its way through the court system. This plot of land is assumed to have a value of PLN 15-20 million (DKK 27-36 million) but it is very uncertain who will eventually be given title to the land.


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09 LONG-TERM GOALS

Current activity is mainly focused on generating maximum cash flows from the current properties and preparing for their disposal.

CeMat's transformation from a production business to a real estate business is a process which needs to be supported by an experienced real estate team. CeMat has started preparing the solid foundations to achieve its long-term goals with a 5-7 year perspective.

We have four milestones to achieve in order to dispose of the properties for the best possible price:

  • Obtaining the legal title to plots;

Before the moment of disposal, CeMat '70 needs to have the legal title to the property regulated. Regulating legal title to a property is possible by legal action or by individual negotiation with the claimants. The second scenario is possible only in particular situations where the expectations of the claimant are at a reasonable level. In cases where the claimant's expectations are over the market conditions, we will continue with our legal efforts to resolve those claims.

  • Re-zoning land;

CeMat '70 needs to keep open an active dialogue with the city authorities about the reclassification of land from its current service use to an alternative use. Re-zoning of the land is a long process and needs to be supported by architects.

  • Resolving co-ownership issues;

CeMat '70 and the Institute of Technology jointly own internal roads and one particular plot with a large production/office building. CeMat and the Institute of Technology need to find a common solution to resolve this issue.

  • Signing the disposal agreement with an investor

After the above all milestones have been achieved, there will be an opportunity to significantly increase the value of the current portfolio with the prospect of disposal for the best possible price. It is the opinion of the Management that achieving these milestones can drive up the value of the Warsaw property 2-3 times higher than the current valuation in the perspective of 5 to 7 years. We do not exclude the possibility of a partial sale in the meantime.


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10 OUTLOOK FOR 2019

The revenue of CeMat '70 is expected to decrease slightly in 2019 due to the lower sale of utilities to Topsil after the termination of its leasing contract, but this should recover in 2020. We expect better rental conditions for the space currently occupied by Topsil. Consolidated EBITDA for the CeMat group is expected to be around DKK 3-4 million.

A small positive net result before taking into account the valuation of the investment property is expected for 2019. Please note that this valuation could change the result significantly because the market value depends on many factors, some of which are outside the company's control.

The forward-looking statements in this annual report reflect the Management's current expectations for certain future events and financial results. Forward-looking statements are inherently subject to uncertainty, and the actual results may therefore differ materially from expectations.

Factors that may cause actual results to deviate materially from expectations include, but are not limited to, general economic developments, developments in the financial markets and changes in legislation, demand for the Group's products and competition.

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11 FINANCIAL REVIEW

The activities of CeMat A/S comprise a listed holding company in Denmark with a property business in Poland operated through the 88.70%-owned subsidiary CeMat '70 S.A. There are no other business operations in the Danish listed company.

CeMat '70 engages in the letting of premises and land and the provision of utilities, including power, water and technical gases, and facility services etc. to its tenants. CeMat '70 (and its subsidiaries W131 and W133) have approximately 130 tenants and an occupancy rate of approximately 91%.

INCOME STATEMENT

Revenue for 2018 amounted to DKK 39.2 million (2017: DKK 39.0 million), comprising rental income of DKK 13.2 million and sales of utilities, including power, water and technical gases, and facility services etc. to tenants of DKK 26.0 million.

Direct production costs totalled DKK 20.0 million in 2018, down from DKK 20.5 in 2017, consisting of costs for the purchase of utilities for resale to tenants.

Other external expenses amounted to DKK 12.1 million in 2018, compared with DKK 10.4 million in 2017. The main reason for the increase in other external expenses was the additional property tax that had to be paid as a result of a tax audit for the years 2013-2018 carried out in CeMat '70 by the City Council.

Staff costs came to DKK 5.0 million in 2018, up from DKK 4.9 million in 2017.

EBITDA for 2018 was a profit of DKK 2.1 million, against a profit of DKK 3.1 million for 2017.

In January 2019, the Group received an updated valuation report, according to which the fair value of the real estate property in Warsaw in its current state is PLN 62.5 million (DKK 108.4 million), which is PLN 1.1 million (DKK 1.9 million) higher than last year. This valuation report is the basis for the assessment of the market value of the investment property. Additionally, the agricultural plot in Blichowo was valued by the Management at PLN 0.1 million (DKK 0.2 million). Taking into account the capital expenditures and valuation of the investment property, a loss on the revaluation of DKK 0.2 million was incurred.

Net financials amounted to an expense of DKK 0.2 million in 2018, compared to an expense of DKK 0.3 million in 2017.

Tax on profit/loss for the year was DKK 1.4 million, which was mainly a result of the positive results of CeMat '70 and the deferred tax resulting from the revaluation of the investment property.

CeMat realised a profit after tax of DKK 0.1 million in 2018, compared to a loss of DKK 2.4 million in 2017.

CASH FLOW STATEMENT

Cash flows from operating activities were an inflow of DKK 1.6 million in 2018.

Cash flows from investing activities were an outflow of DKK 2.7 million. Cash was spent on upgrading the company's facilities, preparing the company's properties for divestment and purchasing CeMat '70 shares from minority shareholders.


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Cash flows from financing activities were an outflow of DKK 0.2 million. Cash was spent on financial lease repayments.

BALANCE SHEET

Total assets amounted to DKK 130.7 million at 31 December 2018, primarily comprising the investment property with an estimated market value of DKK 108.6, receivables of DKK 6.9 million and cash and cash equivalents of DKK 15.2 million.

For reporting purposes, the property in Poland is classified as investment property. In January 2019, Management received an updated external valuation report from a leading international valuation expert operating in the Warsaw area. According to this report, the property in Warsaw had, as at 31.12.2018, an "as is" fair value of PLN 62.5 million (or approx. DKK 108.4 million). Additionally, the agricultural plot in Blichowo was valued by the Management at PLN 0.1 million (DKK 0.2 million).

Consolidated equity as of 31 December 2018 stood at DKK 106.8 million, of which DKK 92.7 million was attributable to the shareholders of CeMat A/S, and DKK 14.1 million to non-controlling interests in CeMat '70 S.A. The equity ratio was 81.8% as of 31 December 2018.

Events after the balance sheet date

No significant events have occurred after the balance sheet date.

12 RISKS AND RISK MANAGEMENT

The Group's activities are exposed to a number of risks. Management believes that the key risks to consider in connection with an analysis of the Group and its activities are described below. The list of risks outlined below is not exhaustive and not prioritised. If these risks materialise, this may adversely affect the Group's development, results of operations, cash flows and financial position.

Risks relating to accounting estimates and judgments

The Group's investment property is measured at its estimated fair value in accordance with IAS 40 and IFRS 13, and any value adjustments are recognised in the income statement. Management has reviewed the updated valuation report received in January 2019 and its underlying assumptions. Management's valuation estimate is in line with that indicated in the report, and the fair value consequently reflects the value stated in the report.

As the property market is not in all respects as efficient and liquid as, for example, the equity market, there can be no assurance that a buyer willing to pay the fair value at which the property is stated in the financial statements can be found at any given time. In other words, properties are subject to a liquidity risk in a sales situation.

Risks relating to property operations

The Group's financial management focuses on the operating results generated by the property, and the Group draws up detailed budgets for its property management operations. The operating performance of the property is affected by external factors, including economic developments and developments in the property and retail markets. To this should be added a number of risks that are to varying degrees controlled by the Group, including tenants' capacity to pay, management of the property and developments in vacancy rates and temporary rent discounts.


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These risk factors may to a greater or lesser degree impact adversely on the results of operations, cash flows and the financial position.

Adverse economic developments may cause demand for leased premises to decline. In the long term, this may lead to a deterioration in letting conditions and put pressure on the rental income obtainable for individual leases.

An economic downturn also increases the risk that tenants and other contracting parties will not be able to fulfil their obligations, including to pay rent, and may result in higher vacancy rates and temporary rent discounts, lower earnings or heavier pressure on return rates.

Tenants may fail to fulfil their payment obligations, but the Group puts a lot of emphasis on attracting reliable and creditworthy tenants. Accordingly, when entering into a lease, the Group seeks as far as possible and relevant to determine the tenants' ability to pay. If in future one or more tenants are unable to fulfil their payment obligations, this could result in lower income and the incurrence of a loss on the tenant in question and resulting vacancy and costs in connection with, among other things, reletting and repairs.

The Group's three largest tenants account for about 64% of revenue, with the largest accounting for about 53% of consolidated revenue. The loss of one or more of the Group's largest customers would therefore have an adverse impact on consolidated revenue. The Group is working to expand its customer base so as to mitigate its dependence on a few individual customers.

Other risks

  • vacancy rate and lease termination;
  • the condition of the buildings and possibility of capex investment;
  • master plan situation;
  • resolving the remaining claims regarding title to the land;
  • solution/agreement with the Institute of Technology (for the common building and roads);
  • financial risks;
  • capital resources;
  • change of real estate prices;
  • environmental risks;
  • other risks

Master plan situation

Land can be used for many purposes, with the main segments being industry, logistics, retail, services, office and residential. The area around Wólczyńska 133 previously housed a lot of industrial works, but in recent years more and more land has been converted into retail, service and residential areas. There are thousands of people living in low- and high-rise apartment blocks in the vicinity of CeMat '70 and more apartments are currently under construction, largely driven by the net inflow of people from the countryside to the larger metropolitan areas, in particular to Warsaw.

There is no local master plan for the majority of the site. According to the study of conditions and directions of spatial development and land use adopted by Warsaw city council, the majority of the site is located in an area zoned for service use with single plots designated for roads.

Only five plots are covered by a local master plan. According to the local master plan, these plots are dedicated for roads.

One of the front plots benefits from a zoning individual decision for an office building. The details of the proposed development are a 10-storey building with 23,000 sqm of usable area.


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CeMat '70 has started a dialogue with the city authorities about re-classification of the land from its current service use to an alternative use. This dialogue with the city authorities will be continued.

Claims for title

The claims relate to disputes between the former landowners (or their heirs) and the Polish state, which expropriated the land back in the 1970s. In order for CeMat '70 to sell the land, the company must have title to that land either in the form of actual ownership or a perpetual usufruct right (PUR).

Claims are generally handled in the legal system and there are several appeal possibilities, which means that the individual claim cases typically stay in the court system for a number of years. All court cases involving CeMat '70 land resolved so far have been won by the Polish state (and hence by CeMat '70).

According to Polish law as it currently stands, there is no deadline for when former landowners or their heirs can submit a claim to the Polish state about a specific plot of land or strip of road. However, once a plot of land or strip of road is free of claims, CeMat '70 can apply for perpetual usufruct rights, and when that title is obtained, future claims have no impact on CeMat '70's possibilities to sell the land.

Resolving co-ownership issues

CeMat '70 and the Institute of Technology jointly own internal roads, and one particular plot with a large production/office building located on it, with CeMat '70 owning approx. 71%. The Institute called a tender last year but the price and conditions presented in the tender were not acceptable to any buyer.

Financial risks

As a result of the Group's activities, its equity and results of operations are impacted by a number of different risk factors, mainly relating to changes in exchange rates and interest rate levels. See note 23 "Financial risks and financial instruments" for further information.

Capital resources

The Group's capital resources are reviewed regularly.

Based on the 2019 budget, Management believes that the existing capital resources and expected future cash flows will be sufficient to maintain operations and finance the planned initiatives.

The Group's budgets and, by extension, its future capital resources are inherently subject to risk since cash flow fluctuations may impact on the level of required and available capital resources.

Management believes that any negative deviations from budgeted cash flows can be countered on a timely basis through cash flow-enhancing activities.

Reference is made to note 23 to the financial statements for a description of the cash flows and capital resources.


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Changes in real estate prices

Significant decreases or increases in the estimated rental value and rental situation would result in a significantly lower or higher fair value of the properties. The risk of a decrease in the portfolio value resulting from a drop in rental revenues and an increase in the vacancy rate is mitigated by proactive asset management and active management of the occupancy level.

Environmental risks

The property was used for 40 years for industrial purposes and, therefore, pollution cannot be excluded. However, a number of investigative drillings have been carried out across the property and, to date, no significant pollution has been identified.

Other risks

Other risks that may affect the Group's operations are related to potential changes in Polish law, insurance, the environment and personnel.

As regards insurance, the Group has taken out insurance cover in a number of general areas. In the Group's opinion, this insurance provides satisfactory cover in respect of the Group's activities. There is a risk of insufficient insurance coverage of claims.

The Group generally strives to be regarded as an attractive workplace with a favourable working environment and development opportunities for all employees. The Group is of the opinion that there is no significant dependence on individuals in the Group and that staff changes will not lead to any operational or management risks.


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13 STATUTORY REPORTS

Statutory report on corporate governance

CeMat's statutory report on corporate governance, see section 107b of the Danish Financial Statements Act, covers the period 1 January – 31 December 2018.

The report consists of three elements:

  • Corporate governance report
  • Description of CeMat's management bodies
  • An account of the main features of the Group's internal controls and risk management in relation to the financial reporting process.

CeMat's Board of Directors and Management Board continually work within corporate governance principles to ensure that the management structure and control systems are appropriate and satisfactory. The Board of Directors believes that clear management and communication guidelines help to convey an accurate picture of CeMat.

Pursuant to section 107b of the Danish Financial Statements Act and clause 4.3 of the "Rules for issuers of Shares – Nasdaq Copenhagen", CeMat must report on how the Group addresses the recommendations published by the Committee on Corporate Governance in Denmark on 6 May 2013, most recently updated in November 2017. The recommendations are available on the website of the Committee on Corporate Governance, www.corporate governance.dk. In preparing the report, CeMat has adopted the "comply-or-explain" principle in relation to each individual recommendation. The Board of Directors believes that CeMat complies with the majority of the recommendations. CeMat complies with 38 of the 47 corporate governance recommendations.

The statutory report on corporate governance 2018, see section 107b of the Danish Financial Statements Act, may be found on CeMat's website at:

http://www.en.cemat.dk/corporate-governance/


19

Statutory report on corporate social responsibility, see sections 99a and 99b of the Danish Financial Statements Act

In addition to carrying on profitable business activities, CeMat is committed to meeting and expanding the Group's ethical, social and environmental responsibilities as a business enterprise.

CeMat divested its main activity in 2016 and, consequently, the former secondary activity is now the Group's main activity. Going forward, the CeMat Group is purely an investment property business. As a result, the number of employees has been sharply reduced and the environmental impacts are also significantly lower than previously.

In light of the Company's size and activities, and the markets in which the Group operates, the Board of Directors has decided not to adopt policies for the voluntary incorporation of corporate social responsibility, including policies for human rights, climate impact and environmental issues. The Board of Directors regularly reviews the need to adopt policies for this area.

The Group no longer reports under the UN Global Compact.

Policy on diversity

CeMat regards a diverse workforce as an asset. We hire on the basis of talent and personality and offer equal opportunities to all employees, regardless of their background, religion, political conviction, gender or age. We encourage everyone to try to reach their full potential in accordance with their personal ambitions and goals.

We promote a work environment of respect and inclusion and expect our employees to be politically and religiously neutral when acting on behalf of the Group. We acknowledge the right to unionise and bargain collectively and do everything in our power to avoid discrimination.

Policy on gender equality in managerial positions

In selecting new candidates for CeMat's Board of Directors, it is important that candidates have specific professional competencies and qualifications from listed companies, as well as international experience. In addition, diversity in terms of nationality, religion, political conviction, age and gender is taken into account. During potential recruitment processes, employees and any external partners involved are fully informed of the Group's diversity policy.

At year-end 2018, the total number of employees was 26 (including Board of Directors), six of whom were women. One woman was a member of Board of Directors, there were no women on the Management Board.

The current gender balance of CeMat's managerial positions is outlined below.

2018 2017
Board of Directors, males 2 2
Board of Directors, females 1 1
Other managerial positions, males 4 4
Other managerial positions, females 0 0

Representatives from Management and members elected by the employees meet on a regular basis to discuss the general situation and working climate in CeMat, with the minutes of these meetings communicated to local staff. Two of the five members of the Board of Directors of CeMat '70 were elected by the employees.

No significant changes are planned for 2019. Instead, CeMat will focus on continuing the good efforts already completed.


20

Policy on safety

Safety must be a priority for all CeMat employees. The accident rate in 2018 was 3.8% (one very light accident).

CeMat believes that all injuries are preventable, all health risks are controllable and management is accountable. CeMat also believes that a strong safety culture is an important tool for protecting our products and customers.

Literally speaking, we want our staff to go home from work as healthy as they were when they arrived at their workplace. In order to attain this goal, it is a continuing objective to prevent injuries and work-related health risks through structured effective management, administration, education and training.

Pursuant to national legislation in Poland, a health and safety body has been established. The safety organisation consists of management and an H&S specialist who holds overall responsibility for CeMat's health and safety performance. The H&S specialist oversees compliance with applicable legislation and plans activities to minimize safety risks. The H&S specialist is also responsible for conducting workplace evaluations and implementing improvements.


21

14 SHAREHOLDER INFORMATION

CeMat strives to maintain an open and continual dialogue with its shareholders, prospective investors and the general public.

CEMAT'S SHARES

In 2018, shares in the OMXC25 CAP index lost 13%, while shares in the OMXC SmallCap index lost 8%. The price of CeMat's shares was DKK 0.373 per share at the end of 2018, equivalent to a 13% decrease (from DKK 0.430).

The Group's market capitalisation at 31 December 2018 was DKK 93 million.

The total turnover in stock in 2018 was 34 million shares, which was 76% lower than in 2017, when 141 million shares were traded.

MASTER DATA

Stock exchange: Nasdaq Copenhagen
Index: OMXC SmallCap
Industry: Property
ISIN: DK0010271584
Symbol: CEMAT
Share capital: DKK 4,997,006.06
Denomination: DKK 0.02
No. of shares: 249,850,303
Negotiable instruments: Yes
Voting restrictions: No

SHARE CAPITAL

The share capital consists of 249,850,303 shares of DKK 0.02 each. The shares have not been divided into classes and carry no special rights.

The Board of Directors and the Management Board regularly assess whether the Group's capital and share structures are consistent with the interests of the shareholders and the Group.

SHAREHOLDER STRUCTURE

One largest shareholder holds 31.2% of the registered share capital. A list of shareholders who have notified the Group that they hold 5% or more of the share capital and votes under section 29 of the Danish Securities Act is shown below.

Composition of shareholders Number of shares Capital DKK Capital %
EDJ-Gruppen
Kongensgade 34
6701 Esbjerg, Denmark 78,000,000 1,560,000.00 31.22

EDJ-Gruppen consists of Eivind Dam Jensen and related parties, together with companies controlled by Eivind Dam Jensen.


22

MANAGEMENT'S HOLDINGS OF CEMAT SHARES

As of 31 December 2018, members of the Board of Directors and their related parties held 79,249,380 shares (nominal value DKK 1,584,988), corresponding to 31.7% of the share capital and a market value of DKK 29.6 million. No members of the Management Board hold any shares.

The shareholdings of the individual members of the Board of Directors and the Management Board and changes thereto during 2018 can be found on the Group's website under "About us/Management/Board of Directors" and "About us/Management/Management Board" and are specified in this annual report under "Board of Directors and Management Board".

TREASURY SHARES

Pursuant to section 198 of the Danish Companies Act, the Board of Directors is authorised to acquire treasury shares for a period of 18 months from the date of an annual general meeting. CeMat did not hold any treasury shares as of 31 December 2018.

CEMAT'S REGISTER OF SHAREHOLDERS IS MANAGED BY:

Computershare A/S
Lottenborgvej 26 D
2800 Kgs. Lyngby, Denmark

ANNUAL GENERAL MEETING

The Annual General Meeting will be held on 19 March 2019 at 2.00 pm at the offices of DLA Piper Denmark, Radhuspladsen 4, 1550 Copenhagen V, Denmark.

Notices convening shareholders to annual and extraordinary general meetings and the agendas for the meetings are sent via e-mail to shareholders who have so requested. Shareholders may register for general meetings and find relevant documents on the shareholder portal on the Group's website. In addition, CeMat places notices concerning annual and extraordinary general meetings in the Danish newspaper Berlingske Tidende.

DIVIDEND AND ALLOCATION OF PROFIT

The Board of Directors recommends to the Annual General Meeting that no dividend be declared in respect of the 2018 financial year. The Board of Directors recommends to the Annual General Meeting that the consolidated profit for the year of DKK 0.1 million be transferred to retained earnings.

INVESTOR QUERIES

Any questions or comments from shareholders, analysts and other stakeholders should be addressed to Frede Clausen via the Investor Secretariat at e-mail: [email protected] or tel.: +45 4736 5600.


23

ANNOUNCEMENTS IN 2018

2018 Announcement
05.01 Financial calendar 2018/2019
20.02 Annual Report 2017
20.02 Notice convening annual general meeting
19.03 Course of the annual general meeting
14.08 Interim report, H1 2018
17.08 Managers' transactions
24.08 Managers' transactions
03.09 Managers' transactions
04.09 Managers' transactions
28.11 New CEO appointed
17.12 Statement regarding Cemat A/S' Annual Report 2016/2017
17.12 Financial calendar 2019/2020

FINANCIAL CALENDAR 2019/2020

2019 Announcement Silent period
21.02 Annual Report 2018 23.01.2019 - 21.02.2019
19.03 Annual General Meeting
13.08 Interim report – H1 2019 15.07.2019 - 13.08.2019
2020 Announcement Silent period
25.02 Annual Report 2019 27.01.2020 - 25.02.2020
25.03 Annual General Meeting

24

15 BOARD OF DIRECTORS AND MANAGEMENT BOARD

Board of Directors

img-4.jpeg

  • Frede Clausen (born 1959)
    Chairman
    Professional board member
    Various banking educations
    Graduate Diploma in Business Administration
    Elected 2018, Chairman 2018
    Current term expires in 2019

No. of shares held in CeMat (own and related parties): 1,249,380 (2017: 0)

Remuneration paid in 2018: DKK 350,000

Directorships and other managerial positions:

  • Frede Clausen Holding ApS
  • PE Skagen ApS
  • K/S Købmagergade 59. st. (vice-chairman)
  • Arne Andersen Vraa A/S
  • Core Poland Residential V

Special qualifications:

Strategic management, business development and real estate

img-5.jpeg

  • Eivind Dam Jensen (born 1951)
    Deputy Chairman
    Estate agent
    Member of the Danish Association of Chartered Estate Agents, Diploma Administrator
    Elected 2005, Deputy Chairman 2005
    Current term expires in 2019

No. of shares held in CeMat (own and related parties): 78,000,000 (2017: 77,000,000)

Remuneration paid in 2018: DKK 245,000

Directorships and other managerial positions:

  • Owner of Chartered Estate Agency E. Dam Jensen
  • Chairman and sole shareholder of A/S Eivind Dam Jensen
  • Owner of Brundtland Golfcenter (via A/S Eivind Dam Jensen)

Special qualifications:

Purchase, sale, valuation and letting of commercial and investment properties and property management


25

img-6.jpeg

Joanna L. Iwanowska-Nielsen (born 1968)
Member of the Board of Directors
Real estate expert
Degree in International Trade, Organisation and Management from the
Warsaw School of Economics
Elected 2016
Current term expires in 2019

Remuneration paid in 2018: DKK 140,000

Directorships and other managerial positions:
Member of the board of directors of WildaNova
Partner in NOLTA Consultants and NOLTA Career Experts
Member of the EPI (European Property Institute) expert panel
Member of Warsaw Women in Real Estate & Development
No directorships in other Danish companies

No. of shares held in CeMat: 0

Special qualifications:
Experience in real estate trade in Poland, CEE and internationally (development,
strategy, sales and project management in both the commercial and residential
property sectors)

Management Board

img-7.jpeg

Jarosław Lipiński (born 1977)
CEO
Master of Law degree
Further studies at the MBA Academy, Warsaw School of Economics
Polish citizen
Employed with CeMat A/S in 2018

Directorships and other managerial positions:
Over the course of the last 18 years, Jaroslaw Lipinski has gained wide
experience within the real estate industry and has held executive positions
with a number of international enterprises, including for the past
10 years with TK Development A/S being in charge of letting and development.

No. of shares held in CeMat: 0


26

16 MANAGEMENT STATEMENT

We have today presented the annual report of CeMat A/S for the financial year 1 January – 31 December 2018.

The annual report is prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies.

In our opinion, the consolidated and parent company financial statements give a true and fair view of the Group's and the parent company's assets, liabilities, equity and financial position at 31 December 2018 and of the results of the Group's and the parent company's operations and cash flows for the financial year ended 31 December 2018.

Furthermore, in our opinion, the Management's review gives a true and fair view of the developments in the activities and financial position of the Group and the parent company, the results for the year and of the Group's and the parent company's financial position in general and describes the significant risk and uncertainty factors that may affect the Group and the parent company.

We recommend that the annual report be approved by the shareholders in the general meeting.

Copenhagen, 21 February 2019

MANAGEMENT BOARD

Jarosław Lipiński
CEO

BOARD OF DIRECTORS

| Frede Clausen
Chairman | Eivind Dam Jensen
Deputy Chairman | Joanna L. Iwanowska-Nielsen
Board member |
| --- | --- | --- |


27

17 INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Cemat A/S

Opinion

We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Cemat A/S for the financial year 1 January - 31 December 2018, which comprise income statement, total income statement, balance sheet, statement of changes in equity, cash flow statement, notes and a summary of significant accounting policies, for both the Group and the Parent Company. The Consolidated Financial Statements and the Parent Company Financial Statements are prepared in accordance with the International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act.

In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2018, and of the results of the Group and Parent Company operations and cash flows for the financial year 1 January - 31 December 2018 in accordance with the International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act.

Our opinion is consistent with our extract from audit book to the audit committee and the board of directors.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and the Parent Company Financial Statements" section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our belief we have not performed any prohibited non-audit services, as stated in article 5, subarticle 1, in regulation (EU) no. 537/2014.

We were first appointed auditor of Cemat A/S on 8 March 2017 for the financial year 2017. We were reappointed annually a resolution of a general meeting for a total continuous period of 1 year until and including the financial year 2018.


28

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements and the Parent Company Financial Statements for the financial year 2018. These matters were addressed in the context of our audit of the Consolidated Financial Statements and the Parent Company Financial Statements as a whole, and in forming our auditor’s opinion thereon, and we do not provide a separate opinion on these matters.

Measurement of investment properties

Key Audit Matter

The carrying amount of the Group’s investment properties is DKK ('000) 108,567 at 31 December 2018, see note 9. Investments properties are measured at fair market value and the total fair market value adjustment of the year is a net loss of DKK ('000) 250, see note 9 of the financial statements, which is recognised in the income statement. The properties consist in all material respects of a number of land plots and a rental property located in Warsaw, Poland.

We have assessed that the fair market valuation is a key issue in relation to our audit because investment properties constitute 83 % of the Group’s total assets and because of the material estimates that Management has to make in connection with the measurement.

Measurement at fair market value involves considerable accounting estimates because Management estimates a number of preconditions, which have a material impact on the measurement. An incorrect fair market value measurement may have a considerable impact on the Group’s assets, results, and equity.

The company’s Management obtained in January 2019 a valuation report from an external valuation expert which supports the value recognised in the financial statements. The valuation report is prepared by a leading international estate agent in Warsaw.

The valuation is based on the following material preconditions:

  • Minimum return on interest requirement
  • Future market rent
  • Ownership

We refer to the further description in note 9 of the annual report.

Our audit measure

We have obtained an understanding of the Management’s processes for and control of the measurement of the land plots and the rental property in Poland.

The most important preconditions forming basis for the valuation were verified during our audit. Moreover, a recalculation was performed of the model forming basis for the valuation. We have assessed whether the external valuation expert is assumed to possess the right competences and sufficient independence.

Moreover, we have assessed the adequacy and sufficiency of Management’s note disclosures on investment properties.

Statement on Management’s Review

Management is responsible for Management’s Review.

Our opinion on the Consolidated Financial Statements and the Parent Company Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements and the Parent Company Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Consolidated Financial Statements or the Parent Company Financial Statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act.


29

Based on the work we have performed, we conclude that Management's Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of Management's Review.

Management's Responsibilities for the Consolidated Financial Statements and the Parent Company Financial Statements

Management is responsible for the preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of Consolidated Financial Statements and Parent Company Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements and the Parent Company Financial Statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Consolidated Financial Statements and the Parent Company Financial Statements unless Management either intends to liquidate the Group or the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Consolidated Financial Statements and the Parent Company Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements and the Parent Company Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements and Parent Company Financial Statements.

As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Consolidated Financial Statements and the Parent Company Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
  • Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the Consolidated Financial Statements and the Parent Company Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements and the Parent Company Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and contents of the Consolidated Financial Statements and the Parent Company Financial Statements, including the disclosures, and whether the Consolidated Financial Statements and the Parent Company Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.

30

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also submit a statement to those charged with governance that we have met relevant ethical requirements relating to independence and inform of all relations and other matters which may reasonably be conceived to influence our independence and, where relevant, associated security measures.

Based on the matters communicated to the Management we determine which matters were the most significant in connection with the audit of the Consolidated Financial Statements and the Parent Company Financial Statements for the period under review and consequently became the Key Audit Matters. We describe these matters in our Independent Auditor's Report, unless legal or other regulatory requirements prevent the publication of the matter, or in the very rare cases where we determine that the matter should not be communicated in our Independent Auditor's Report, because the negative consequences could reasonably be expected to be of more critical importance than the advantages that such communication would bring to the public interest.

Copenhagen, 21 February 2019

BDO Statsautoriseret revisionsaktieselskab

CVR no. 20 22 26 70

Brian Olsen Halling

State Authorised Public Accountant

MNE no. 32094


FINANCIAL STATEMENTS

img-0.jpeg


32

18 INCOME STATEMENT

1 January – 31 December

PARENT COMPANY GROUP
2017 2018 DKK'000 Note 2018 2017
0 0 Revenue 3 39,189 38,981
0 0 Direct production costs (20,016) (20,524)
(2,966) (2,203) Other external expenses (12,110) (10,457)
(983) (790) Staff costs 4 (5,000) (4,894)
(3,949) (2,993) Operating profit/(loss) (EBIT) 2,063 3,107
0 0 Revaluation investment property 9 (250) (4,254)
4 58 Financial income 5 209 97
(1,778) (442) Financial expenses 6 (450) (428)
(5,723) (3,377) Profit/(loss) before tax 1,572 (1,478)
0 0 Tax on profit/(loss) for the year 7 (1,436) (917)
(5,723) (3,377) Profit/(loss) for the year 136 (2,395)
Distribution of profit/(loss) for the year:
Parent company shareholders (391) (2,764)
Non-controlling interests 527 369
136 (2,395)
(0.02) (0.01) Earnings per share (DKK) 8 (0.00) (0.01)
(0.02) (0.01) Diluted earnings per share (DKK) 8 (0.00) (0.01)

33

19 STATEMENT OF COMPREHENSIVE INCOME

1 January – 31 December

PARENT COMPANY GROUP
2017 2018 DKK'000 Note 2018 2017
(5,723) (3,377) Profit/(loss) for the year 136 (2,395)
Items that may be reclassified to profit or loss:
0 0 Foreign exchange adjustment, foreign entities (2,950) 6,142
(5,723) (3,377) Comprehensive income for the year (2,814) 3,747
Distribution of comprehensive income for the year:
(5,723) (3,377) Parent company shareholders (2,917) 1,903
0 0 Non-controlling interests 103 1,843
(5,723) (3,377) (2,814) 3,747

34

20 CASH FLOW STATEMENT

For 2018

PARENT COMPANY GROUP
2017 2018 DKK'000 Note 2018 2017
(3,949) (2,993) Operating profit/(loss) (EBIT) 2,063 3,107
(1,806) 204 Change in net working capital 19 568 (1,802)
0 0 Other (deposits, etc.) 296 300
0 0 Tax paid/received (1,030) (1,003)
0 0 Financial income received 92 102
(439) (76) Financial expenses paid (345) (261)
(6,194) (2,865) Cash flows from operating activities 1,644 442
0 0 Acquisition of intangible assets 0 (15)
0 0 Acquisition of property, plant and equipment (1,402) (1,348)
0 0 Capital expenditures, divestment of the investment property (888) (1,050)
0 0 Acquisition of shares in subsidiary (450) (2,114)
(1,193) 0 Loans granted 0 0
(1,193) 0 Cash flows from investing activities (2,740) (4,527)
0 0 Finance lease repayments (209) (226)
5,050 3,461 Loans and credits raised 0 0
(3,831) 0 Repayments of loans and credits 0 0
(9,994) 0 Dividends paid 0 (9,994)
(104,123) 0 Share buyback 0 (104,123)
(112,898) 3,461 Cash flows from financing activities (209) (114,343)
(120,284) 595 Cash flows for the year (1,305) (118,427)
121,170 885 Cash and cash equivalents at beginning of year 16,919 134,609
0 0 Market value adjustment of cash and cash equivalents (444) 737
886 1,480 Cash and cash equivalents at end of year 13 15,170 16,919

35

21 BALANCE SHEET

Balance sheet as at 31 December 2018

PARENT COMPANY ASSETS GROUP
2017 2018 DKK'000 Note 2018 2017
0 0 Investment property 108,567 109,422
0 0 Property, plant and equipment 9 108,567 109,422
93,339 93,339 Investments in subsidiaries 10 0 0
0 0 Other non-current receivables 11 580 596
93,339 93,339 Financial assets 580 596
0 0 Deferred tax asset 7 0 0
93,339 93,339 Non-current assets 109,147 110,017
0 0 Trade receivables 12 5,788 6,525
1,205 1,231 Receivables from subsidiaries 0 0
0 0 Other receivables 546 759
1,205 1,231 Receivables 6,334 7,284
886 1,480 Cash and cash equivalents 13 15,170 16,919
2,090 2,711 Current assets 21,504 24,203
95,429 96,050 Assets 130,651 134,221

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Balance sheet as at 31 December 2018

PARENT COMPANY EQUITY AND LIABILITIES GROUP
2017 2018 DKK'000 Note 2018 2017
4,997 4,997 Share capital 14 4,997 4,997
0 0 Translation reserve 15 (16,894) (14,368)
73,174 69,797 Retained earnings 104,609 103,532
78,171 74,794 Equity attributable to parent company shareholders 92,712 94,161
0 0 Equity attributable to non-controlling interests 14,118 15,953
78,171 74,794 Equity 106,830 110,114
0 0 Other non-current liabilities 1,190 815
0 0 Deferred tax liabilities 7 17,744 17,629
0 0 Non-current liabilities 18,934 18,443
0 0 Finance lease liabilities 16 0 213
361 508 Trade payables 17 2,497 3,395
16,196 20,115 Debt to subsidiaries 0 0
0 0 Income tax payable 15 196
701 633 Other payables 18 2,375 1,860
17,258 21,256 Current liabilities 4,887 5,663
17,258 21,256 Total liabilities 23,821 24,106
95,429 96,050 Equity and liabilities 130,651 134,221
Operating lease liabilities 20
Charges, guarantees and contingent liabilities, contractual liabilities 21-22
Other notes without reference 23-30

37

22 STATEMENT OF CHANGES IN EQUITY

Statement of changes in equity for 2018 (Group)

DKK'000 Share capital Translation reserve Reserve for share-based payment Retained earnings Equity attributable to parent company shareholders Equity attributable to non-controlling interests Total equity
Equity at 01.01.2017 10,883 (19,035) 0 205,304 197,152 25,489 222,641
Profit/(loss) for the year 0 0 0 (2,764) (2,764) 369 (2,395)
Other comprehensive income 0 4,668 0 0 4,668 1,474 6,142
Comprehensive income 0 4,668 0 (2,764) 1,903 1,843 3,747
Share buyback (5,886) 0 0 (98,237) (104,123) 0 (104,123)
Dividend 0 0 0 (9,994) (9,994) 0 (9,994)
Acquisition of non-controlling interests 0 0 0 9,222 9,222 (11,378) (2,156)
Equity at 31.12.2017 4,997 (14,368) 0 103,532 94,161 15,953 110,114
Equity at 01.01.2018 4,997 (14,368) 0 103,532 94,161 15,953 110,114
Profit/(loss) for the year 0 0 0 (391) (391) 527 136
Other comprehensive income 0 (2,526) 0 0 (2,526) (424) (2,950)
Comprehensive income 0 (2,526) 0 (391) (2,917) 103 (2,814)
Acquisition of non-controlling interests 0 0 0 1,490 1,490 (1,937) (447)
Expenditure from the company's social benefits fund 0 0 0 (22) (22) (1) (23)
Equity at 31.12.2018 4,997 (16,894) 0 104,609 92,712 14,118 106,830

38

Statement of changes in equity for 2018 (Parent Company)

DKK'000 Share capital Reserve for share-based payment Retained earnings Total equity
Equity at 01.01.2017 10,883 0 187,128 198,011
Comprehensive income for the year 0 0 (5,723) (5,723)
Share buyback (5,886) 0 (98,237) (104,123)
Dividend 0 0 (9,994) (9,994)
Equity at 31.12.2017 4,997 0 73,174 78,171
Equity at 01.01.2018 4,997 0 73,174 78,171
Comprehensive income for the year 0 0 (3,377) (3,377)
Equity at 31.12.2018 4,997 0 69,797 74,794

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23 NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING POLICIES 40 16. FINANCE LEASE LIABILITIES 57
2. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND UNCERTAINTIES 44 17. TRADE PAYABLES 57
3. SEGMENT INFORMATION 45 18. OTHER PAYABLES 58
4. STAFF COSTS 45 19. CHANGE IN NET WORKING CAPITAL 58
5. FINANCIAL INCOME 46 20. OPERATING LEASE LIABILITIES 58
6. FINANCIAL EXPENSES 47 21. GUARANTEES AND CONTINGENT LIABILITIES 59
7. TAX ON THE PROFIT/LOSS FOR THE YEAR AND DEFERRED TAX 47 22. OTHER CONTRACTUAL COMMITMENTS 59
8. EARNINGS PER SHARE 50 23. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS 60
9. PROPERTY, PLANT AND EQUIPMENT 51 24. FEE FOR AUDITORS APPOINTED BY THE GENERAL MEETING 63
10. INVESTMENTS IN SUBSIDIARIES 53 25. RELATED PARTIES 63
11. OTHER NON-CURRENT RECEIVABLES ETC 55 26. RELATED PARTY TRANSACTIONS 64
12. TRADE RECEIVABLES 55 27. SHAREHOLDER INFORMATION 64
13. CASH AND CASH EQUIVALENTS 56 28. BOARD OF DIRECTORS AND MANAGEMENT BOARD 64
14. SHARE CAPITAL 56 29. EVENTS AFTER THE BALANCE SHEET DATE 65
15. OTHER RESERVES 56 30. APPROVAL OF THE ANNUAL REPORT FOR PUBLICATION 65

40

1. ACCOUNTING POLICIES

The consolidated and the parent company financial statements of CeMat A/S for 2018 have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of reporting class D entities (listed) as set out in the Danish Executive Order on Adoption of IFRSs issued in pursuance of the Danish Financial Statements Act and the rules and regulations of Nasdaq Copenhagen.

The consolidated financial statements and the parent company financial statements are presented in Danish kroner (DKK), which is the Group's presentation currency and the functional currency of the parent company.

Implementation of new and revised standards and interpretations

New and revised standards and interpretations applying to financial years beginning on 1 January 2018 have been implemented in the annual report for 2018.

Standards and interpretations affecting the profit/loss for the year or the financial position

The implementation of new and revised standards and interpretations in the annual report for 2018 has not resulted in changes to the accounting policies.

Standards and interpretations affecting presentation and disclosure

The implementation of new and revised standards and interpretations in the annual report for 2018 has not resulted in changes to presentation or disclosure.

Standards and interpretations not yet in force

In Management's opinion, the application of new and revised standards and interpretations will not have a material impact on the annual reports for the coming financial years, except the new standard IFRS 16. More details are available on page 43, in the paragraph "New standards, interpretations and amendments not yet effective" In other respects, the accounting policies are consistent with last year's, as described in the following.

Consolidated financial statements

The consolidated financial statements consolidate the financial statements of the parent company, CeMat A/S, and subsidiaries in which the parent company directly or indirectly holds more than 50% of the shares.

Basis of consolidation

The consolidated financial statements are prepared on the basis of the financial statements of the parent company and those of the subsidiaries, which are all prepared in accordance with the Group's accounting policies.

On consolidation, items of the same nature are aggregated and intra-group income and expenses, intra-group balances and shareholdings are eliminated. Unrealised gains and losses on transactions between consolidated companies are also eliminated.

Financial statement items of subsidiaries are fully consolidated. The non-controlling interests' proportionate share of the profit/loss is included in the consolidated profit/loss and comprehensive income for the year and as a separate item under consolidated equity.

Non-controlling interests

On initial recognition, non-controlling interests are either recognised at their fair value or at their pro-rata share of the fair value of the acquired company's identifiable assets, liabilities and contingent liabilities. The choice of method is made individually for each transaction. The non-controlling interests are subsequently adjusted for their proportionate share of changes to the equity of the subsidiary. The comprehensive income is allocated to the non-controlling interests irrespective of the non-controlling interest consequently becoming negative.

Acquisition or sale of non-controlling interests in a subsidiary not resulting in loss of controlling influence is recognised in the consolidated financial statements as an equity transaction, and the difference between the remuneration and the carrying amount is allocated to the parent company's share of equity.

Foreign currency translation

On initial recognition, transactions denominated in currencies other than the individual company's functional currency are translated at the exchange rate ruling at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Exchange differences between the exchange rate at the transaction date and the exchange rate at the date of payment or the balance sheet date, respectively, are recognised in the income statement under financial items.

Property, plant and equipment and intangible assets, inventories and other non-monetary assets acquired in foreign currency and measured based on historical cost are translated at the exchange rates at the transaction date.

On recognition in the consolidated financial statements of entities whose financial statements are presented in a functional currency other than Danish kroner (DKK), the income statements are translated at average exchange rates for the respective months, unless these deviate materially from the actual exchange rates at the transaction dates. In that case, the actual exchange rates are used. Balance sheet items are translated at the exchange rates at the balance sheet date.

Exchange differences arising on the translation of foreign subsidiaries' opening balance sheet items to the exchange rates at the balance sheet date and on the translation of the income statements from average exchange rates to exchange rates at the balance sheet date are recognised in other comprehensive income.

Foreign exchange adjustments of receivables from or payables to subsidiaries which are considered part of the parent company's overall investment in the subsidiary in question are recognised in other comprehensive income in the consolidated financial statements, while they are recognised in the income statement of the parent company.

Share-based incentive schemes

Share-based incentive schemes in which employees can only opt to buy shares in the parent company (equity-settled schemes) are measured at the equity instruments' fair value at the grant date and recognised in the income statement under staff costs over the vesting period. The balancing item is recognised directly in equity.

The fair value of the equity instruments is determined using the Black-Scholes model based on the parameters indicated in note 6.

Employee shares are recognised at an amount calculated as the difference between the market price and the exercise price at the grant date.


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Tax

Tax for the year, which consists of current tax and changes in deferred tax for the year, is recognised in the income statement with respect to the portion attributable to the profit/loss for the year and directly in equity with respect to the portion attributable to entries directly in equity.

Current tax payable and receivable is recognised in the balance sheet as the tax calculated on the taxable income for the year, adjusted for tax paid on account.

The calculation of the year's current tax is based on the tax rates and tax rules applicable at the balance sheet date.

Deferred tax is measured using the tax rates and tax rules that, based on legislation in force or in reality in force at the balance sheet date, are expected to apply in the respective countries when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a result of changed tax rates or rules are recognised in the income statement, unless the deferred tax can be attributed to items previously recognised directly in equity. In the latter case, the change is also recognised directly in equity.

Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to the initial recognition of goodwill or the initial recognition of a transaction, apart from business combinations, and where the temporary difference existing at the date of initial recognition affects neither profit/loss for the year nor taxable income.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, unless the parent company is able to control when the deferred tax is to be realised and it is likely that the deferred tax will not crystallise as current tax within the foreseeable future.

Deferred tax is calculated based on the planned use of the individual asset and the settlement of the individual liability, respectively.

Deferred tax assets, including the tax base of tax loss carry-forwards, are recognised in the balance sheet at the value at which the asset is expected to be realised, either through a set-off against deferred tax liabilities or as net tax assets to be offset against future positive taxable income. At each balance sheet date, an assessment is made as to whether it is likely that there will be sufficient future taxable income for the deferred tax asset to be utilised.

INCOME STATEMENT

Revenue

Revenue is measured as the fair value of the consideration received or receivable. If interest-free credit has been granted for payment of the outstanding consideration extending beyond the usual credit period, the fair value of the payment is calculated by discounting future payments. The difference between the fair value and the nominal value of the consideration is recognised as financial income in the income statement over the extended credit period by using the effective interest method.

Revenue is stated exclusive of VAT, duties, discounts, etc. levied on behalf of a third party.

Other operating income and operating costs

Other operating income and costs comprise items of a secondary nature relative to the main activity of the Group, including gains and losses on sales of intangible assets and property, plant and equipment, if the selling price of the assets exceeds the original cost.

Production costs

Production costs comprise direct costs incurred in generating the revenue.

Other external expenses

Other external expenses include distribution, selling and advertising costs, administrative expenses, expenses for office premises, bad debts, etc. Other external expenses also comprise costs of development projects that do not qualify for recognition in the balance sheet.

Staff costs

Staff costs comprise wages and salaries and social security costs, pensions, share-based payment, etc. to the employees of the Group.

Financial items

Financial items comprise interest income and expenses, the interest element of finance lease payments, realised and unrealised foreign exchange gains and losses as well as surcharges and allowances under the Danish tax prepayment scheme.

DISCONTINUED OPERATIONS

Discontinued operations comprise material business areas or geographical areas that have been divested or are held for sale pursuant to an overall plan.

The profit/(loss) from discontinued operations is reported under a separate line item in the income statement comprising the operating profit/(loss) after tax from the operations in question and any gains or losses arising on fair value adjustment or divestment of the assets and liabilities relating to the operations.

BALANCE SHEET

Investment property

Investment property comprises properties owned for the purpose of receiving rent or obtaining capital gains.

On initial recognition, investment property is measured at cost, comprising the purchase price and any costs directly attributable to the acquisition.

Subsequently, investment property is measured at fair value, representing the price at which it is estimated that the property can be sold to an independent buyer at the balance sheet date.

Investment property is divided into four groups: Internal roads; plots designed for external roads; development areas; and industrial buildings.

Internal roads; plots designed for external roads; and development areas (in the following referred to as "properties") are valued using a comparative approach. This approach assumes the variation in prices between at least three comparable properties can be explained by the differences in their individual attributes such as location, surroundings, accessibility, development potential etc. The influence of each of these attributes on value is assigned a percentage weighting, and the characteristics of each comparable and the subject are then rated, typically from 1-5, very good to very poor. The price of each comparable is adjusted according to how it differs from the subject, with the resulting adjusted average price from


42

the comparables taken as providing a reasonable indication of the subject's value.

Industrial buildings are valued using an earnings-based approach based on normal earnings. Income from each lessee is expected to be generated for as long as the lease is in force or until the first time it may be terminated if considered advantageous. Thereafter, income is expected to continue to be generated at market rent. Adjustments are made for lost rental income, fitting-out deposits and un-obtainable running costs.

The required rates of return having been set are an important input in estimating the fair values. The required rate of return used ranges from 13.3% to 13.6%.

As regards properties where claims as to title have not yet been accommodated, the value is further reduced by 20% due to the risk that such claims will be accommodated and due to the expenses associated with this transitional phase.

Adjustments of the fair value of investment property are recognised in profit or loss in the financial year in which the change occurred.

Investments in subsidiaries

On initial recognition, investments in subsidiaries are measured at cost plus transaction costs. Where the recoverable amount of the investments is lower than cost, the investments are written down to this lower value.

Receivables

Receivables comprise non-current deposits in connection with the purchase and sale of goods and receivables from sale of goods and services. Receivables are classified as loans and receivables, which are financial assets with fixed or determinable payments that are not quoted in an active market and are not derivative financial instruments.

On initial recognition, receivables are measured at fair value and subsequently at amortised cost, which usually corresponds to the nominal value less write-downs for bad debts. Write-downs are assessed individually.

Prepayments

Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.

Provisions

Provisions are recognised when the Group has a legal or constructive obligation as a consequence of past events during the financial year or prior years, and when it is likely that settlement of the obligation will require an outflow of the Group's financial resources. Warranty commitments cover commitments to repair faulty or defective products sold within the warranty period.

Provisions are measured as the best estimate of the costs required to settle the liabilities at the balance sheet date. Provisions with an expected term of more than a year after the balance sheet date are measured at present value.

Lease liabilities

Lease liabilities concerning assets held under finance leases are recognised in the balance sheet as liabilities and measured at the inception of the lease at the lower of the fair value of the leased asset and the present value of future lease payments.

On subsequent recognition, lease liabilities are measured at amortised cost. The difference between the present value and the nominal value of the lease payments is recognised in the income statement over the term of the lease as a financial expense.

Operating lease payments are recognised in the income statement on a straight-line basis over the lease term.

Other financial liabilities

Other financial liabilities comprise bank debt, trade payables and other payables to public authorities. On initial recognition, other financial liabilities are measured at fair value less transaction costs. In subsequent periods, financial liabilities are measured at amortised cost, applying the effective interest method, to the effect that the difference between the proceeds and the nominal value is recognised in the income statement as a financial expense over the term of the loan.

CASH FLOW STATEMENT

The consolidated cash flow statement is presented according to the indirect method and shows cash flows from operating, investing and financing activities as well as cash and cash equivalents at the beginning and the end of the year.

The cash effect of acquisitions and divestments of entities is shown separately under cash flows from investing activities. Cash flows from the acquisition of entities are recognised in the cash flow statement from the date of acquisition. Cash flows from the disposal of entities are recognised up to the date of disposal.

Cash flows from operating activities are presented according to the indirect method and stated as operating profit, adjusted for non-cash operating items and changes in working capital and financial income and expenses, less the income tax paid during the financial year attributable to operating activities.

Cash flows from investing activities comprise payments related to the purchase and sale of financial assets, including non-current prepayments for goods, subsidiaries as well as the purchase, development, improvement, sale, etc. of intangible assets and property, plant and equipment.

Cash flows from financing activities comprise changes in the size or the composition of the parent company's share capital and related costs as well as the raising and repayment of loans, cash deposits, instalments on interest-bearing debt, acquisition of treasury shares and payment of dividends. Furthermore, cash flows regarding assets held under finance leases in the form of lease payments made are recognised.

Cash and cash equivalents comprise cash deposits.

Segment information

Following the divestment of the Group's silicon business, the Group's only segment is property management.


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Key figures and financial ratios

Key figures and financial ratios have been defined and calculated in accordance with "Recommendations and Financial Ratios 2015" issued by the Danish Finance Society.

Financial ratios Formula
EBITDA margin (%) EBITDA*100
Revenue
EBIT margin (%) (Profit margin) EBIT*100
Revenue
Return on invested capital (%) EBIT*100
incl. goodwill Average invested capital
Equity ratio (%) Equity*100
Total assets
Return on equity (%) Profit/loss for the year after tax*100
Average equity

Calculations of earnings per share and diluted earnings per share are specified in note 8.

Net working capital (NWC) is defined as the value of inventories, receivables and other operating assets less trade payables and other current operating liabilities. Cash and cash equivalents and deferred tax assets are not included in the net working capital.

Net interest-bearing debt is defined as interest-bearing liabilities less interest-bearing assets, such as cash and cash equivalents.

Invested capital is defined as net working capital plus the carrying amount of non-current property, plant and equipment and intangible assets, less other provisions and non-current operating liabilities.

EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) is defined as EBIT plus depreciation, amortisation and goodwill impairment of the year.

New standards, interpretations and amendments effective from 1 January 2018

The following new standards, amendments and interpretations are effective for the first time for periods beginning on or after 1 January 2018:

  • IFRS 9 'Financial Instruments' was issued on 24 July 2014 and is effective for annual periods beginning on or after 1 January 2018
  • 'Clarifications to IFRS 15 'Revenue from Contracts with Customers' was issued by the IASB on 12 April 2016 and applies to an entity's first annual IFRS financial statements for a period beginning on or after 1 January 2018
  • On 12 September 2016, the IASB published 'Applying IFRS 9 'Financial Instruments' with IFRS 4 'Insurance Contracts' providing two options for entities that issue insurance contracts within the scope of IFRS 4. An entity choosing to apply the IFRS 9 deferral approach does so for annual periods beginning on or after 1 January 2018
  • On 20 June 2016, the International Accounting Standards Board (IASB) published final amendments to IFRS 2 'Share-based Payment' that clarify the classification and measurement of share-based payment transactions. The amendments are effective for annual periods beginning on or after 1 January 2018, with earlier application permitted

  • IFRS 15 was issued by the IASB on 28 May 2014 and applies to an entity's first annual IFRS financial statements for a period beginning on or after 1 January 2018

  • 'Annual Improvements to IFRS Standards 2014-2016 Cycle' was issued on 8 December 2016. The amendments to IFRS 1 and IAS 28 are effective for annual periods beginning on or after 1 January 2018
  • 'Transfers of Investment Property (Amendments to IAS 40)' was issued on 8 December 2016. The amendments are effective for periods beginning on or after 1 January 2018. Earlier application is permitted.
  • IFRIC 22 'Foreign Currency Transactions and Advance Consideration' was issued on 8 December 2016. The standard is effective for annual reporting periods beginning on or after 1 January 2018. Earlier application is permitted

There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2018 that had a significant effect on the Group's financial statements.

Management analysed in particular the influence of the implementation of IFRS 9. The measurement of the Group's financial assets and liabilities under IFRS 9 is essentially identical to the measurement under the current practice. Implementing IFRS 9 has therefore had a negligible effect on presentation and measurement at CeMat.

New standards, interpretations and amendments not yet effective

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective in future accounting periods that the group has decided not to adopt early. The most significant of these are:

  • IFRS 16 Leases (mandatorily effective for periods beginning on or after 1 January 2019).
  • IFRIC 23 Uncertainty over Income Tax Treatments, effective for periods beginning on or after 1 January 2019.

The most important new standard from CeMat's perspective is IFRS 16 Leases. The CeMat Group has the right of perpetual usufruct (RPU) to some land plots. This is essentially a long-term land lease that grants the lessee the right to keep benefits derived from the land. Under Polish law, an RPU can be granted only by the State Treasury or by communes or their unions. The perpetual usufructuary (lessee) is entitled to use the land to the exclusion of other persons and may dispose of his rights within the same limits.

A modified retrospective approach to transition to the new standard will be applied. It means that the cumulative effect of initial application will be recognized as an adjustment to the opening balance of equity as of 1 January 2019. The immediate impact on equity is assessed to be a decrease of equity by DKK 5.2 million.

Application of the new standard as per 31.12.2018 would result in recognition of lease liability of DKK 14.9 million and increase of the fair value of the investment property by DKK 9.6 million. The EBIT would increase by DKK 0.9 million and the net result would increase by less than DKK 0.1 million.

The off-balance sheet operating lease liability of DKK 63.7 million as of 31.12.2018, disclosed in note number 20 and relating to perpetual usufruct right will be removed after application of IFRS 16.

Because the investment property is valued at fair value, Cemat will have to perform a new valuation of the property as per 1 January 2019 were IFRS 16 is taken into consideration. This valuation has yet not been performed and as a consequence the final impact of applying IFRS 16 could differ from the disclosed.


44

2. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND UNCERTAINTIES

In applying the Group's accounting policies, as outlined in note 1, Management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities which cannot be immediately inferred from other sources.

The estimates and assumptions applied are based on historical experience and other factors that Management considers reasonable under the circumstances, but which are inherently uncertain and unpredictable. Such assumptions may be incomplete or inaccurate, and unexpected events or circumstances may occur. In addition, the Group is subject to risks and uncertainties that may cause actual outcomes to deviate from such estimates. CeMats risks are described in "Risks and risk management" and in note 23 "Financial risks and financial instruments".

Estimates and underlying assumptions are reviewed on an ongoing basis. Changes to accounting estimates are recognised in the reference period in which the change occurs and in future reference periods if the change affects the period in which it is made as well as subsequent reference periods.

Measurement of investment property

The Group's investment property is measured at its estimated fair value in accordance with IAS 40 and IFRS 13, and any value adjustments are recognised in the income statement. Management has reviewed the updated valuation report received in January 2019 and its underlying assumptions. Management's valuation estimate is in line with that indicated in the report, and the fair value consequently reflects the value stated in the report.

As the property market is not in all respects as efficient and liquid as, for example, the equity market, there can be no assurance that a buyer willing to pay the fair value at which the property is stated in the financial statements can be found at any given time. In other words, properties are subject to a liquidity risk in a sales situation.

Investments in subsidiaries

Investments in subsidiaries are recognised in the parent company's financial statements at cost less any write-downs to the recoverable amount.

Forward-looking statements

All forward-looking statements in this annual report reflect Management's current expectations for certain future events and financial results. Forward-looking statements are inherently subject to uncertainty, and actual results may therefore differ materially from expectations.

Factors that may cause actual results to deviate materially from expectations include, but are not limited to, general economic developments, developments in the financial markets and changes in the Polish real estate rental market. Changes in the political climate in Poland may also affect forecasts and results.

Tax asset utilisation

Deferred tax assets are recognised for all unutilised tax losses and differences to the extent it is considered likely that they can be utilised through taxable income within a foreseeable number of years.

The annual report is published in Danish and English. In the event of any discrepancy between the two versions, the Danish version shall prevail.


45

3. SEGMENT INFORMATION

Based on IFRS 8 Operating Segments, the CeMat Group is assessed as having one segment comprising letting of premises and land and the provision of utilities to tenants, including power, water, technical gases, facility services, etc.

Other segment information:

A breakdown of revenue on letting and provision of utilities is shown below:

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Letting 13,214 12,944
0 0 Utilities 25,975 26,037
0 0 Total 39,189 38,981

Revenue is generated by the Polish subsidiary CeMat '70 S.A., and the Group derives all of its revenue from Poland. There are no sales outside Poland. Of the total consolidated revenue, DKK 25.0 million (2017: DKK 26.9 million) represents sales to three customers. The largest customer (Topsil GlobalWafers) accounts for about 53% of consolidated 2018 revenue. Revenue from the other two customers is about 10% of the total revenue.

4. STAFF COSTS

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
936 735 Directors' fees 735 936
42 55 Wages and salaries 3,360 3,182
0 0 Bonuses for executive officers 0 0
0 0 Bonuses for Management Board 158 116
0 0 Pension contributions, defined contribution plans 549 451
5 0 Other social security costs 198 209
983 790 Total 5,000 4,894
1 1 Average number of full-time employees 23 27

The calculation of the average number of full-time employees (FTE) is based on the number of employees at the end of each month, not including members of the Board of Directors. For the purpose of the above table, the Management Board is understood as the CEO of CeMat A/S and the CEO and CFO of the subsidiary companies CeMat '70, CeMat Real Estate, W131 and W133. Additional remuneration of the CEO for consultancy services is included in the line "Wages and salaries" in the table above.


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Group and parent company

Remuneration of Board of Directors, Management Board and executive officers:

DKK'000 Board of Directors Management Board Other executive officers
2018 2017 2018 2017 2018 2017
Directors' fees 735 936 0 0 0 0
Salaries 0 0 814 638 0 0
Bonuses 0 0 158 116 0 0
Of which bonus granted as a result of divestment of silicon business (included in profit/(loss) from discontinued operations) 0 0 0 0 0 0
Pension contributions 0 0 27 68 0 0
Share-based payment 0 0 0 0 0 0
Total 735 936 999 822 0 0

The fee to the Chairman of the Board of Directors for the current term amounts to DKK 350 thousand (2017: DKK 350 thousand), to the Deputy Chairman DKK 245 thousand (2017: DKK 245 thousand) and to an ordinary member DKK 140 thousand (2017: DKK 140 thousand). The Chairman of the Board of Directors and an ordinary member received in 2017 an additional remuneration of DKK 201 thousand in total. For the purpose of the above table, the Management Board is understood as the CEO of CeMat A/S and the CEO and CFO of the subsidiary companies CeMat '70, CeMat Real Estate, W131 and W133. Additional remuneration of the CEO for consultancy services is included in the line "Salaries" in the table above.

5. FINANCIAL INCOME

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 58 Interest from group entities 0 0
0 0 Interest on bank deposits etc. 209 97
0 0 Other interest 0 0
0 58 Interest income 209 97
0 0 Foreign exchange adjustments 0 0
0 58 Total 209 97

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6. FINANCIAL EXPENSES

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
698 746 Interest to group entities 0 0
0 0 Interest on bank loans 0 0
0 0 Interest relating to finance lease liabilities 2 21
227 74 Other interest 446 241
925 820 Interest expenses 448 262
0 0 Fees, guarantees, etc. 0 0
853 (378) Foreign exchange adjustments 2 166
1,778 442 Total 450 428

7. TAX ON THE PROFIT/LOSS FOR THE YEAR AND DEFERRED TAX

GROUP

The current tax for the financial year has been calculated at a tax rate of 22.0%.

DKK'000 2018 2017
Current tax (855) (845)
Change in deferred tax including change in value (581) (72)
Adjustment of current tax relating to prior years 0 0
Adjustment of deferred tax relating to prior years 0 0
Total (1,436) (917)

Tax on the profit/loss for the year may be specified as follows:

Profit/(loss) before tax 1,573 (1,478)
Tax at a rate of 22.0% (346) (22.0%) 325 (22.0%)
Effect of different tax rate in foreign entities 160 10.2% 107 (7.2%)
Tax base of non-deductible expenses and non-taxable income (146) (9.3%) 0 0.0%
Adjustment of current tax relating to prior years (58) (3.7%) 0 0.0%
Adjustment of deferred tax relating to prior years 4,063 258.4% 0 0.0%
Value adjustment of deferred tax (5,109) (324.9%) (1,349) 91.3%
Effect on deferred tax of change in tax rate 0 0.0% 0 0.0%
Effective tax/tax rate for the year (1,436) (91.3%) (917) 62.0%

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7. TAX ON THE PROFIT/LOSS FOR THE YEAR AND DEFERRED TAX (CONTINUED)

GROUP

Breakdown of deferred tax for the Group stated in the balance sheet: 2018 2017
Temporary differences in tax assets and liabilities
Deferred tax asset, see balance sheet 0 0
Deferred tax liabilities, see balance sheet (17,744) (17,629)
Deferred tax, net (17,744) (17,629)
2018 Recognised
--- --- ---
in incomeForeign exchange
DKK'000 Deferred tax 01.01.2018 statement 2018
Intangible assets 0 0
Property, plant and equipment (17,252) (500)
Inventories 0 0
Trade receivables (483) (149)
Other payables etc. 106 67
Temporary differences (17,629) (581)
Tax loss carry-forwards 23,239 5,109
Unutilised tax losses 23,239 5,109
Value adjustment (23,239) (5,109)
Total (17,629) (581)

The Group does not expect to be able to utilise the tax losses within 3-5 years. Accordingly, no tax asset has been recognised in the consolidated balance sheet.

2017 Recognised
in incomeForeign exchange
DKK'000 Deferred tax 01.01.2017 statement 2017 adjustment 2017 Deferred tax 31.12.2017
Intangible assets 0 0 0 0
Property, plant and equipment (16,602) 305 (955) (17,252)
Inventories 0 0 0 0
Trade receivables 0 (483) 0 (483)
Other payables etc. 0 106 0 106
Temporary differences (16,602) (72) (955) (17,629)
Tax loss carry-forwards 35,523 (12,284) 0 23,239
Unutilised tax losses 35,523 (12,284) 0 23,239
Value adjustment (35,523) 12,284 0 (23,239)
Total (16,602) (72) (955) (17,629)

The Group does not expect to be able to utilise the tax losses within 3-5 years. Accordingly, no tax asset has been recognised in the consolidated balance sheet.


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7. TAX ON THE PROFIT/LOSS FOR THE YEAR AND DEFERRED TAX (CONTINUED)

PARENT COMPANY

The current tax for the financial year has been calculated at a tax rate of 22.0%.

DKK'000 2018 2017
Current tax 0 0
Change in deferred tax 0 0
Adjustment of current tax relating to prior years 0 0
Adjustment of deferred tax relating to prior years 0 0
Total 0 0

Tax on the profit/loss for the year may be specified as follows:

Profit/(loss) before tax (3,377) (5,723)
Tax at a rate of 22.0% 743 (22.0%) 1,259 (22.0%)
Tax base of non-deductible expenses and non-taxable income 0 0.0% 0 0.0%
Adjustment of current tax relating to prior years 0 0.0% 0 0.0%
Adjustment of deferred tax relating to prior years 364 (10.8)% 0 0.0%
Value adjustment of deferred tax (1,107) 32.8% (1,259) 22.0%
Effect of change in tax rate 0 0.0% 0 0.0%
Effective tax/tax rate for the year 0 0.0% 0 0.0%
2018 Deferred tax Recognised in income statement
--- --- ---
DKK'000 01.01.2018 2018
Intangible assets 0 0
Property, plant and equipment 0 0
Inventories 0 0
Other payables etc. 0 0
Temporary differences 0 0
Tax loss carry-forwards 20,491 1,107
Unutilised tax losses 20,491 1,107
Value adjustment (20,491) (1,107)
Total 0 0

Tax losses are not expected to be utilised in full within a period of 3-5 years. Accordingly, no tax asset has been recognised in the parent company's balance sheet.


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2017 Recognised in income statement Deferred tax
DKK'000 Deferred tax 01.01.2017 2017 31.12.2017
Intangible assets 0 0 0
Property, plant and equipment 0 0 0
Inventories 0 0 0
Other payables etc. 0 0 0
Temporary differences 0 0 0
Tax loss carry-forwards 15,035 5,456 20,491
Unutilised tax losses 15,035 5,456 20,491
Value adjustment (15,035) (5,456) (20,491)
Total 0 0 0

Tax losses are not expected to be utilised in full within a period of 3-5 years. Accordingly, no tax asset has been recognised in the parent company's balance sheet

8. EARNINGS PER SHARE

The calculation of earnings per share is based on the following:

PARENT COMPANY GROUP
2017 2018 DKK 2018 2017
(0.02) (0.01) Earnings per share (DKK) (0.00) (0.01)
(0.02) (0.01) Diluted earnings per share (DKK) (0.00) (0.01)
(5,723) (3,378) Earnings used in the calculation of earnings per share (DKK'000): (391) (2,764)
303,875 249,850 Average number of shares used to calculate earnings per share ('000) 249,850 303,875
303,875 249,850 Average number of shares used to calculate diluted earnings per share ('000) 249,850 303,875

The average number of outstanding shares is calculated as the number of days prior to a capital increase multiplied by the number of shares in circulation. If several capital increases are made, the number of days between the capital increases multiplied by the number of shares in circulation during the relevant period is added together. The sum is divided by 365.


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9. PROPERTY, PLANT AND EQUIPMENT

GROUP

2018
DKK'000 Investment property Land and buildings Plant and machinery Other fixtures and fittings, tools and equipment Plant in progress Total
Carrying amount at 1 January 2018 109,422 0 0 0 0 109,422
Foreign exchange adjustments (2,877) 0 0 0 0 (2,877)
Additions 0 0 0 0 0 0
Transfers 0 0 0 0 0 0
Disposals 0 0 0 0 0 0
Enhancement costs 2,272 0 0 0 0 2,272
Revaluation to market value (250) 0 0 0 0 (250)
Carrying amount at 31 December 2018 108,567 0 0 0 0 108,567
Of which assets held under finance leases 0 0 0 0 0 0
2017 Investment property Land and buildings Plant and machinery Other fixtures and fittings, tools and equipment Plant in progress Total
--- --- --- --- --- --- ---
DKK'000
Carrying amount at 1 January 2017 106,115 0 0 0 0 106,115
Foreign exchange adjustments 6,088 0 0 0 0 6,088
Additions 0 0 0 0 0 0
Transfers 0 0 0 0 0 0
Disposals 0 0 0 0 0 0
Enhancement costs 2,413 0 0 0 0 2,413
Revaluation to market value (5,194) 0 0 0 0 (5,194)
Carrying amount at 31 December 2017 109,422 0 0 0 0 109,422
Of which assets held under finance leases 1,089 0 0 0 0 1,089

In comparison to the Annual Report 2017, "Enhancement costs" and "Revaluation to market value" have been restated so that the item "Enhancement costs" has been increased by DKK 2,413 thousand and the item "Revaluation to market value" has been decreased by DKK 2,413 thousand in 2017. The carrying amount is therefore unchanged at 31 December 2017. The restatement is due to the fact that enhancement costs had been expensed directly in the income statement and not presented as an addition regarding investment property.

The Polish properties have an assessed value of DKK 108,567 thousand of which DKK 108,414 thousand is the real estate in Warsaw and DKK 153 thousand is a land plot in Blichowo. The value of the real estate in Warsaw is supported by an external valuation report received in January 2019, prepared by a leading international estate agent in Warsaw. The value of the land plot in Blichowo has been assessed by the company's management using a comparative method.

The value of the real estate in Warsaw represents the estate agent's assessment of the current fair value. In addition to the general price level in the market, the assessment is based on these main assumptions: the present use of the property, the state of the buildings, the percentage of ownership, the income generated by the property and the zoning of the area. Any changes to these, particularly the percentage of ownership (i.e. the positive or negative resolution of former owners' claims), changes in zoning (e.g. to residential) and the general price development of similar properties in the area, could favourably or adversely impact the property valuation.

For the valuation purposes, the property was divided into four groups: internal roads, industrial schemes (buildings), development land and plots designated for external roads.

For the purpose of the valuation of internal roads, development land and external roads, a comparative approach has been used whereby recent sales are used to determine the likely value of the subject. This approach assumes that the variation in prices between at least three comparable properties can be explained by differences in their individual attributes such as location, surroundings, accessibility, development potential etc. The influence of each of these attributes on the value is assigned a percentage weighting, and the characteristics of each comparable and the subject are then rated, typically from $1 - 5$, from very good to very poor. The price of each comparable is adjusted according to how it differs from the subject, with the resulting adjusted average price from the comparables taken as providing a reasonable indication of the subject's value.


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Industrial buildings are valued using an earnings-based approach based on normal earnings. Income from each lessee is expected to be generated for as long as the lease is in force or until the first time it may be terminated if considered advantageous. Thereafter, income is expected to continue to be generated at market rent. Adjustments are made for lost rental income, fitting-out deposits and unobtainable running costs.

The required rates of return which have been set are an important factor in estimating the fair values. The required rates of return used range from 13.3% to 13.6%.

As regards properties where claims to the legal title have not yet been accommodated, the value is further reduced by 20% due to the risk that such claims will be accommodated and due to the expenses associated with this transitional phase.

Valuation sensitivity to the main factors used:

+/- DKK 4,000 thousand for a change in the price of land by 10%;
+/- DKK 5,500 thousand for a change in market rent rate by 10%;
+/- DKK 7,600 thousand for a change in rate of return by 10% (1.3 percentage points)
+/- DKK 1,200 thousand for a change in the discount for legal title by 10% (2 percentage points).

Fair value hierarchy information Level 1 Level 2 Level 3 at 31/12
2018
Investment property - - 108,567 108,567
2017 restated
Investment property - - 109,422 109,422
2017 original
Investment property - 35,400 74,042 109,422
2017 deviation
Investment property - (35,400) 35,400 -
In comparison to the Annual Report 2017, the fair value hierarchy information regarding investment property in 2017 has been restated from level 2 to level 3 as regards investment property valued using the comparative approach. The restatement is prompted by the fact that significant value adjustments were made in connection with the valuation made according to the comparative approach as a result of matters that were not objectively observable.

9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Rental income from investment property

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Rental income from investment property 13,214 12,944
0 0 Rental income from investment property 13,214 12,944

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9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Direct operating expenses arising from investment property

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Direct operating expenses (including repairs and maintenance) arising from investment property that generated rental income during the period 4,116 3,957
0 0 Direct operating expenses (including repairs and maintenance) arising from investment property that did not generate rental income during the period 978 940
0 0 Direct operating expenses arising from investment property 5,094 4,897

9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Amounts of minimum lease payments at balance sheet date under noncancelable operating leases

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
Operating lease payments may be specified as follows:
0 0 Within 1 year 5,936 4,265
0 0 Between 1 and 5 years 0 0
0 0 More than 5 years 0 0
0 0 Total 5,936 4,265

All agreements with tenants are for an indefinite period with a notice period of between 1 month and 12 months. The above figures represent the aggregate rental income from all leasing agreements within their notice periods.

10. INVESTMENTS IN SUBSIDIARIES

PARENT COMPANY

2017 2018 DKK'000
93,339 93,339 Cost at 1 January
0 0 Acquisitions
0 0 Disposals
0 0 Impairment of investments
93,339 93,339 Value at 31 December

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10. INVESTMENTS IN SUBSIDIARIES (CONTINUED, RESTATED)

Domicile Interest (%) 2018 Interest (%) 2017 Share of voting rights (%) 2018 Share of voting rights (%) 2017 Activity
CeMat Real Estate S.A. Poland 100.00 100.00 100.00 100.00 Ownership share in CeMat'70 S.A.
CeMat'70 S.A. Poland 88.70 87.09 88.70 87.09 Letting of commercial properties
W133 Sp. Z.O.O. Poland 88.70 87.09 88.70 87.09 Holding of rights
W131 Sp. Z.O.O. Poland 88.70 87.09 88.70 87.09 Holding of rights

CeMat Real Estate S.A. holds the ownership interest in CeMat'70 S.A, while CeMat'70 S.A. holds the ownership interests in W133 Sp. Z.O.O. and W131 Sp. Z.O.O. Prior year data have been restated due to an error in presenting of the ownership in W131 Sp. z o.o. and W131 Sp. z o.o. CeMat '70 S.A. ownership interest was presented in Annual Report 2017 instead of Group's ownership interest.

10. INVESTMENTS IN SUBSIDIARIES (CONTINUED, ORIGINAL)

Domicile Interest (%) 2018 Interest (%) 2017 Share of voting rights (%) 2018 Share of voting rights (%) 2017 Activity
CeMat Real Estate S.A. Poland 100.00 100.00 100.00 100.00 Ownership share in CeMat'70 S.A.
CeMat'70 S.A. Poland 88.70 87.09 88.70 87.09 Letting of commercial properties
W133 Sp. Z.O.O. Poland 88.70 100.00 88.70 100.00 Holding of rights
W131 Sp. Z.O.O. Poland 88.70 100.00 88.70 100.00 Holding of rights

CeMat Real Estate S.A. holds the ownership interest in CeMat'70 S.A, while CeMat'70 S.A. holds the ownership interests in W133 Sp. Z.O.O. and W131 Sp. Z.O.O.


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11. OTHER NON-CURRENT RECEIVABLES

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Prepayment, settlement of claim of title to land 580 596
0 0 Total 580 596

12. TRADE RECEIVABLES

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Trade receivables 5,936 6,584
0 0 Loss provisions included in the above receivables and recognised in “Other external expenses” (148) (59)
0 0 Total 5,788 6,525

All receivables against which provisions have been made are overdue by more than three months.

Overdue receivables for which provisions have not been made:

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Overdue by up to 1 month 484 487
0 0 Overdue by 1 to 3 months 295 70
0 0 Overdue by more than 3 months 68 41
0 0 Total 847 598

Overdue receivables for which provisions have not been made, by geographical area:

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Europe 847 598
0 0 USA 0 0
0 0 Asia 0 0
0 0 Total 847 598

A provision is made to reduce the carrying amount of receivables if the value is found to be impaired based on an individual assessment of each debtor's ability to pay, for example in case of suspension of payment, bankruptcy, etc., should this be deemed necessary. Receivables are written down to net realisable value, corresponding to the sum of expected future net payments received on the receivables.

The carrying amount of receivables equals their fair value.


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Provision account for receivables:

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Provision account at 1 January 59 701
0 0 Losses during the year 0 (672)
0 0 Reversed provisions (27) 0
0 0 Provisions for the year to cover losses 116 30
0 0 Provision account at 31 December 148 59

13. CASH AND CASH EQUIVALENTS AS PER THE CASH FLOW STATEMENT

The Group's cash and cash equivalents primarily consist of bank deposits. No credit risk is deemed to be associated with cash and cash equivalents. Bank deposits carry floating rates of interest. The carrying amount equals the fair value of the assets.

14. SHARE CAPITAL

The share capital consists of 249,850,303 shares of DKK 0.02 each. The shares have not been divided into classes and carry no special rights.

'000 2018 2017
Number of shares at 1 January 249,850 544,164
Cancellation of own shares - (294,314)
Number of shares at 31 December 249,850 249,850

DKK'000

Share capital at 1 January 4,997 10,883
Cancellation of own shares - (5,886)
Share capital at 31 December 4,997 4,997

15. OTHER RESERVES

The translation reserve comprises all foreign exchange adjustments arising from the translation of the financial statements of entities with other functional currencies than DKK and the foreign exchange adjustments of receivables from or payables to subsidiaries which are considered part of the parent company's overall investment in the subsidiary.


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16. FINANCE LEASE LIABILITIES

GROUP

The Group does not hold any assets under finance leases.

Minimum lease payments, DKK 000 Present value of minimum lease payments, DKK'000
2018 2017 2018 2017
Finance lease liabilities fall due as follows:
Within 1 year from the balance sheet date 0 213 0 213
Between 1 and 5 years from the balance sheet date 0 0 0 0
More than 5 years from the balance sheet date 0 0 0 0
At 31 December 0 213 0 213
Amortisation premium for future recognition 0 0 0 0
2018 Fixed or floating
Expiry interest rate Present value of minimum lease payments, DKK'000 Fair value DKK'000
--- --- --- ---
Lease liability - 0 0
Total 0 0
2017 Fixed or floating
Expiry interest rate Present value of minimum lease payments, DKK'000 Fair value DKK'000
--- --- --- ---
Lease liability 2018 Floating 213 213
Total 213 213

17. TRADE PAYABLES

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
361 508 Amounts owed to suppliers for goods and services delivered 2,497 3,395
361 508 Total 2,497 3,395

The carrying amount equals the fair value of the liabilities. Amounts owed to suppliers fall due within one year.


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18. OTHER PAYABLES

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
701 633 Wages and salaries, BoD fee, social security contributions, etc. payable 857 1,054
0 0 Holiday pay obligation etc. 160 157
0 0 VAT and other indirect taxes payable 264 123
0 0 Cost provisions and other payables 1,094 526
701 633 Total 2,375 1,860

The carrying amount of payables in respect of payroll, Board of Directors fees, tax deducted at source, social security contributions, holiday pay etc., VAT and other indirect taxes and other payables corresponds to the fair value of these liabilities. Holiday pay obligations etc. represent the Group's obligation to pay wages and salaries during holidays in the next financial year, to which the employees have earned entitlement as at the balance sheet date. All items under other payables are expected to be settled within one year.

19. CHANGE IN NET WORKING CAPITAL

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Change in inventories 0 0
0 0 Change in receivables 950 (1,031)
(1,806) 204 Change in trade payables and other payables (382) (1,453)
(1,806) 204 Total 568 (2,483)

20. OPERATING LEASE LIABILITIES (RESTATED)

It is the parent company's policy to lease cars and certain operating equipment on operating leases. The leases have been entered into for terms of 3-5 years with fixed lease payments that are subject to annual index adjustments. The perpetual usufruct right with a term of 71 years as of 31.12.2018 is also classified as an operating lease with fixed lease payments that are subject to annual index adjustments.

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
Operating lease payments may be specified as follows:
0 0 Within 1 year 941 965
0 0 Between 1 and 5 years 3,618 3,759
0 0 More than 5 years 59,184 61,705
0 0 Total 63,743 66,429

Data from the previous year have been restated. The perpetual usufruct right held by the company has been classified as an operating lease.


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20. OPERATING LEASE LIABILITIES (ORIGINAL)

It is the parent company's policy to lease cars and certain operating equipment on operating leases. The leases have been entered into for terms of 3-5 years with fixed lease payments that are subject to annual index adjustments.

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
Operating lease payments may be specified as follows:
0 0 Within 1 year 941 44
0 0 Between 1 and 5 years 3,618 75
0 0 More than 5 years 59,184 0
0 0 Total 63,743 118

21. GUARANTEES AND CONTINGENT LIABILITIES

CeMat Real Estate (formerly Topsil) has received a subsidy from the European Union to purchase specialised equipment. This equipment was sold together with the sale of the entire silicon business to the external company GlobalWafers Co. Ltd. Due to the fact that Topsil did not meet the terms of the subsidy, the European Union representation has requested its return. This request was sent to GlobalWafers. In 2017, CeMat received an assessment from a leading legal company stating that all the risks associated with a potential breach of the agreement pertaining to EU subsidies have passed to GlobalWafers Co. Ltd. There is the small risk of an adverse outcome of the case that could lead to a loss of approximately PLN 2.4 million for the CeMat Group.

The real estate of one of the CeMat '70 subsidiaries (W133) is encumbered with a lien for PLN 83 thousand (DKK 144 thousand) as security for payment of a severance payment to a former member of the Management Board.

Furthermore, no guarantees or sureties have been issued to third parties.

22. OTHER CONTRACTUAL COMMITMENTS

At the balance sheet date, the Group had no contractual commitments.


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  1. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Trade receivables 5,788 6,525
1,205 1,231 Intra-group receivables 0 0
0 0 Other receivables, current 546 759
0 0 Other receivables, non-current 580 596
886 1,480 Cash and cash equivalents 15,170 16,919
2,091 2,711 Loans, advances and receivables 22,084 24,799
0 0 Debt to credit institutions, current 0 0
0 0 Debt to credit institutions, non-current 0 0
16,197 20,115 Debt to subsidiaries 0 0
0 0 Prepayments received, current 0 0
0 0 Prepayments received, non-current 0 0
0 0 Finance lease liabilities, current 0 213
0 0 Finance lease liabilities, non-current 0 0
0 0 Other non-current liabilities 1,189 815
361 508 Trade payables 2,497 3,395
701 633 Other payables 2,390 1,860
17,259 21,256 Financial liabilities, measured at amortised cost 6,076 6,283

The Group's risk management policy

Risk management is an integral part of the day-to-day management of the business and is subject to continuous review by Management. Management believes that all material risks, apart from financial risks, concern supplier-customer relations. Due to the nature of its operations and capitalisation, the Group is not particularly exposed to fluctuations in exchange rates and interest rates. The Group pursues a low-risk profile, with currency, interest rate and credit risks arising only in connection with commercial relations. It is the Group's policy not to actively speculate in financial risks.

The Group manages its financial risks by means of a model for managing its cash budgeting covering a period of 1 year.

Currency risk

Currency risk constitutes the risk of losses (or the possibility of gains) when exchange rates change. Currency risk arises when income and expense items in foreign currency are recognised in profit or loss or from the value adjustment of balance sheet items denominated in other currencies.

The Group's sales are primarily settled in PLN and cost items are typically settled in DKK or PLN. The Group does not use derivative financial instruments to hedge currency risks from cash flows or balance sheet items. Instead, the Group uses foreign currency to settle same-currency debt items, which generally reduces currency risk.


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23. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS (CONTINUED)

Unhedged net position at balance sheet date:

GROUP

2018 Currency Cash, deposits and securities DKK'000 Receivables DKK'000 Liabilities DKK'000 Net position, DKK'000 Of which hedged DKK'000 Unhedged net position, DKK'000
PLN 13,690 6,334 (4,935) 15,089 0 15,089
DKK 1,480 0 (1,141) 339 0 339
Other currencies 0 0 0 0 0 0
Total 15,170 6,334 (6,076) 15,428 0 15,428
2017 Currency Cash, deposits and securities DKK'000 Receivables DKK'000 Liabilities DKK'000 Net position, DKK'000 Of which hedged DKK'000 Unhedged net position, DKK'000
PLN 16,034 7,284 (5,416) 17,902 0 17,902
DKK 886 0 (1,062) (176) 0 (176)
Other currencies 0 0 0 0 0 0
Total 16,919 7,284 (6,478) 17,726 0 17,726

23. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS (CONTINUED)

PARENT COMPANY

2018 Currency Cash, deposits and securities DKK'000 Receivables DKK'000 Liabilities DKK'000 Net position, DKK'000 Of which hedged DKK'000 Unhedged net position, DKK'000
PLN 0 1,231 (20,115) (18,884) 0 (18,884)
DKK 1,480 0 (1,141) 339 0 339
Other currencies 0 0 0 0 0 0
Total 1,480 1,231 (21,256) (18,545) 0 (18,545)
2017 Currency Cash, deposits and securities DKK'000 Receivables DKK'000 Liabilities DKK'000 Net position, DKK'000 Of which hedged DKK'000 Unhedged net position, DKK'000
--- --- --- --- --- --- ---
PLN 0 1,205 (16,196) (14,991) 0 (14,991)
DKK 886 0 (1,062) (176) 0 (176)
Other currencies 0 0 0 0 0 0
Total 886 1,205 (17,258) (15,167) 0 (15,167)

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23. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS (CONTINUED)

Credit risk

The Group's credit risks associated with financial activities correspond to the amounts recognised in the balance sheet. The Group assesses the need for insurance on individual debtors on an ongoing basis. This assessment is based on the individual debtor's present and expected future commitment to the Group.

The primary credit risk of the Group is associated with trade receivables. No special credit risks are found to exist in this regard.

Capital management

The Group evaluates the need to adapt its capital structure on an ongoing basis. Management believes that the financing of the Group's future operations will be secured with the existing financial resources and cash flows from operating activities.

As regards the free cash flow generated by the Group, first priority is to allocate free cash flows to the Group's continued expansion and shareholder dividends.

For the Group, equity as a percentage of total equity and liabilities at the end of 2018 was 81.8% (2017: 82.0%). The realised return on equity for the Group for 2018 was 0,1% (2017: (1.4%)).

The Group's financial gearing at the balance sheet date is calculated as follows:

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Credit institutions/bank debt 0 0
(886) (1,480) Cash and cash equivalents (15,170) (16,919)
(886) (1,480) Net interest-bearing debt (15,170) (16,919)
78,171 74,794 Equity 106,830 112,379
(0.01) (0.02) Financial gearing (0.14) (0.15)

Liquidity and capital resources

At Group level, free cash and cash equivalents amounted to DKK 15.2 million at 31 December 2018, of which DKK 11.0 million are attributable to CeMat 70 S.A.

Based on expectations for 2019, Management believes that the existing capital resources and the expected future cash flows will be sufficient to maintain operations and finance planned investments.

The Group's budgets, and consequently also its future capital resources, are inherently subject to risk since the extent and timing of cash flow fluctuations will have an impact on the Group's capital resources. Management believes that any negative deviations in its operations relative to budgeted cash flows can be mitigated on a timely basis by cash flow-enhancing measures.


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  1. FEE FOR AUDITORS APPOINTED BY THE GENERAL MEETING
PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
127 133 Audit of annual report 236 239
14 0 Tax advisory services 0 79
0 105 Assurance engagements other than audits 105 0
26 257 Non-audit services 257 157
167 495 Total 598 475
  1. RELATED PARTIES

The Group has no related parties exercising control.

The Group has the following related parties:
- CeMat Real Estate S.A. (formerly Topsil Semiconductor Materials S.A.), subsidiary in Poland
- CeMat'70 S.A., subsidiary in Poland
- W 131 Sp. z o.o., subsidiary in Poland
- W 133 Sp. z o.o., subsidiary in Poland
- Ambit Jarosław Lipiński, owned by member of the Management Board

The parent company has the following related parties:
- CeMat Real Estate S.A. (formerly Topsil Semiconductor Materials S.A.), subsidiary in Poland
- CeMat'70 S.A., subsidiary in Poland

The parent company had transactions with the following related parties in 2017 and 2018:
- CeMat Real Estate S.A. (formerly Topsil Semiconductor Materials S.A.), subsidiary in Poland
- CeMat'70 S.A., subsidiary in Poland


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26. RELATED PARTY TRANSACTIONS

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Subsidiaries, sale of goods 0 0
0 0 Subsidiaries, purchase of goods 0 0
4 58 Subsidiaries, interest income 0 0
686 744 Subsidiaries, interest expenses 0 0
690 802 Total transactions 0 0

Other management remuneration etc. is stated separately in connection with note 4, "Staff costs" All related party transactions have been carried out on an arm's length basis.

PARENT COMPANY GROUP
2017 2018 DKK'000 2018 2017
0 0 Subsidiaries, debtor receivable 0 0
1,205 1,231 Subsidiaries, loans 0 0
0 (155) Subsidiaries, creditor payable 0 0
(16,196) (19,960) Subsidiaries, loans 0 0
(14,991) (18,884) Total outstanding amount 0 0

27. SHAREHOLDER INFORMATION

The parent company has registered the following shareholders holding more than 5% of the voting rights or nominal value of the share capital:

Composition of shareholders Number of shares Capital DKK Capital %
EDJ-Gruppen
Kongensgade 34
6701 Esbjerg, Danmark 78,000,000 1,560,000.00 31.22

28. BOARD OF DIRECTORS AND MANAGEMENT BOARD

The Board of Directors and Management Board of CeMat A/S hold shares in CeMat A/S.

Shares (own and related parties*) Shareholding, nominal value, DKK'000
2018 2017
Frede Clausen, Chairman 25 0
Eivind Dam Jensen (EDJ-Gruppen), Deputy Chairman 1,560 1,540
Total 1,585 1,540
  • Related parties are Management's close family and companies in which they hold managerial positions or directorships.

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  1. EVENTS AFTER THE BALANCE SHEET DATE

No significant events have occurred after the balance sheet date.

  1. APPROVAL OF THE ANNUAL REPORT FOR PUBLICATION

The Board of Directors approved this annual report for publication at a board meeting held on 21 February 2019. The annual report will be presented to the shareholders of the parent company for approval at the annual general meeting to be held on 19 March 2019.

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CeMat

CEMAT A/S

C/O DLA PIPER DENMARK ADVOKATPARTNERSELSKAB

RÅDHUSPLADSEN 4

1550 KØBENHAVN V

Tel: +45 47 36 56 00

E-mail: [email protected]

www.Cemat.dk

COMPANY REG. (CVR) no.: 24 93 28 18