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Panevezio Statybos Trestas

Interim / Quarterly Report Aug 31, 2023

2244_iss_2023-08-31_cdcf6902-1a1b-43a2-ba83-224ccab4cc2d.pdf

Interim / Quarterly Report

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Dokumentą elektroniniu parašu pasirašė EVALDAS,POCEVIČIUS Data: 2023-08-30 15:18:29

STATEMENT OF EXECUTIVE OFFICERS OF THE COMPANY

Hereby we confirm that based on the information available to us, the interim financial statements of the Company and the Group provided for the six months of the year 2023 prepared in accordance with the International Financial Reporting Standards are true and show the assets, liabilities, financial position, profit or loss and cash flows of Panevezio statybos trestas AB and Panevezio statybos trestas AB Group in a correct manner, and that the review of business development and performance is indicated correctly in the interim report.

Tomas Stukas Evaldas Pocevicius Managing Director Finance Director

Panevezio statybos trestas AB Panevezio statybos trestas AB

PANEVEZIO STATYBOS TRESTAS AB Consolidated Interim Financial Statements and Consolidated Interim Report for First Half of 2023 (UNAUDITED)

31 August 2023 Panevezys

1. Accounting period covered by the Semi-Annual Report

This Consolidated Report for the half-year of 2023 covers the period from 1 January 2023 till 30 June 2023.

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

Name of issuer Panevezio statybos
trestas
AB
Authorised capital 4,741,500 Euros
Address of registered office P. Puzino Str. 1, LT-35173 Panevezys, Lithuania
Telephone (+370 45) 505 503
Fax (+370 45) 505 520
Legal-organisational form Public Limited Liability Company
Date and place of registration 30 October 1993, Panevezys City Board
Registration No. AB
9376
Register code 147732969
VAT code LT477329610
LEI code 529900O0VPCGEWIDCX35
Administrator of Legal Entity State Enterprise Centre of Registers
Register
E-mail [email protected]
Website www.pst.lt

3. Nature of the main operation of the issuer

The main operation area of the company and its subsidiaries (the Group) is designing and construction of various buildings, structures, equipment and communications and other objects in Lithuania and abroad, sale of construction materials and real estate development. Furthermore, the company is engaged in rent of premises and machinery.

Vision – To become a reputed construction company in Europe, the first choice for clients in terms of construction companies, which uses advanced technologies, ensures quality and agreed work completions terms.

Mission - While honestly fulfilling our obligations, promoting long-term cooperation and proposing mature solutions in construction, we ensure profitable and sustainable business development, thus creating the value to our clients, shareholders and employees.

Objective - To retain the leading position in the construction market by activity volumes, improve by applying innovative company management methods, look for new business areas, investment partners, participate in business development processes, strengthen the position of a builder in the industrial, infrastructural and public construction sectors, promote training and development of employees at all levels.

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

As of 30 June 2023, the Group of Panevezio statybos trestas AB included the following companies:

Subsidiary
company
Registration date,
register
administrator
Company
code
Registered
address
Telephone, fax,
e-mail, website
Portion of
shares held
(per cents)
Skydmedis
UAB
17 June 1999
State Enterprise
Centre of Registers
148284718 Pramones Str. 5,
Panevezys
Tel. (+370 45) 467626
Fax (+370 45) 460259
[email protected]
www.skydmedis.lt
100
Vekada UAB 16 May 1994
State Enterprise
Centre of Registers
147815824 Marijonu Str. 36,
Panevezys
Tel. (+370 45) 461311
Fax (+370 45) 461311
[email protected]
www.vekada.lt
Alinita UAB 8 December 1997
State Enterprise
Centre of Registers
141619046 Tinklu Str. 7,
Panevezys
Tel. (+370 45) 467630
Fax (+370 45) 467630
[email protected]
www.alinita.lt
Kingsbud
Sp.z o.o.
11 August 2010
District Court in
Bialystok,
XII Economic
Department of
National Court
200380717 A. Patli Str. 12,
16-400 Suwalki,
Poland
Tel. (+48 875) 655 021
Fax (+48 875) 655 021
[email protected]
www.kingsbud.lt
100
PS Trests SIA 22 May 2000
Centre of Registers,
Republic of Latvia
40003495365 Skultes Str. 28,
Skulte,
Marupes Parish,
Riga Region,
Latvia
Tel. +371 29525066 100
Seskines
projektai UAB
9 November 2010
State Enterprise
Centre of Registers
302561768 Ukmerges Str. 219,
Vilnius
Tel. (+370 5) 2102130
[email protected]
[email protected]
100
Ateities
projektai UAB
25 April 2006
State Enterprise
Centre of Registers
300560621 Ukmerges Str. 219,
Vilnius
Tel. (+370 5) 2102130
Fax (+370 5) 2102131
[email protected]
[email protected]
100
PST
investicijos
UAB
23 December 1998
State Enterprise
Centre of Registers
124665689 Ukmerges Str. 219,
Vilnius
Tel. (+370 5) 2102130
[email protected]
[email protected]
Tauro
apartamentai
UAB
23 October 2018
State Enterprise
Centre of Registers
304937621 Ukmerges Str. 219,
Tel.(+370 610) 09222
Vilnius
[email protected]
100
Hustal UAB 11 December 2018
State Enterprise
Centre of Registers
304968047 Tinklu Str. 7,
Panevezys
Tel.(+370 45) 585087
[email protected]
www.hustal.eu
100
Aliuminio
fasadai UAB
2 January 2020
State Enterprise
Centre of Registers
305412441 Pramones Str. 5,
Panevezys
Tel. +370 686 32727
[email protected]
www.alfasadai.lt
100

5. Contracts with the intermediary of public trading in securities

The Company has the contract for securities accounting signed with Siauliu bankas AB.

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

The ordinary registered shares of Panevezio statybos trestas AB have been on the Official Trading List of Nasdaq Vilnius AB (company symbol PTR1L) since 13 July 2006.

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

Comparison of PTR1L Panevezio statybos trestas and OMX Vilnius Benchmark GI indexes for the First Half of 2023

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the period covering 2019 through the First Half of 2023 (Euros)

Panevezio statybos trestas AB Interim Financial Statements for Six Months of 2023

Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the First Half of 2023 (Euros)

Table 1. Information on the Company share price at the Stock Exchange Market Nasdaq Vilnius

Indicator 6 months
2023
2022 2021 2020 2019
Highest price, Eur 0.582 0.694 0.838 0.85 0.878
Lowest price, Eur 0.482 0.50 0.53 0.52 0.71
Average price, Eur 0.535 0.564 0.677 0.629 0.78
Share price as of the end of
reporting period, Eur
0.498 0.518 0.66 0.57 0.75
Traded volume, pcs. 378,510 99,215 2,935,832 1,980,134 986,685
Turnover, mln. Eur 0.202 0.56 1.99 1.25 0.77
Capitalisation, mln. Eur 8.14 8.47 10.79 9.32 12.26

7. Authorised capital of the issuer and its structure

As of 20 July 2023, the authorised capital of the company amounted to 4,741,500 Euros divided into 16,350,000 ordinary registered shares (ORS), the nominal value of each share being 0.29 Euros. All shares are non-certificated and fully paid. The proof of ownership is the record in the securities accounts. On 30 June 2022, the total number of shareholders was 1772.

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

Full name of a shareholder (company
name, type, headquarter address,
company code)
Number of ordinary
registered shares held by
a shareholder under
ownership right (pcs.)
Percentage of
authorized
capital held
Percentage of votes
granted by shares held
under ownership right
HISK AB
S. Kerbedzio Str. 7, Panevezys
Company code: 147710353
8,138,932 49.78 49.78
Freely negotiable shares 8,211,068 50.22 50.22

None of the shareholders of the issuer has any special control rights. All shareholders have equal rights prescribed by Section 4 of the Law on Companies of the Republic of Lithuania.

The number of shares carrying votes at the General Meeting of Shareholders of Panevezio statybos trestas AB is 16,350,000.

8. Fair review of position, performance and development of the Company and the Group, description of the principal risks and uncertainties the Company faces

Key events of the reporting period

1 February 2023. The General Extraordinary Meeting of Shareholders was reconvened to take the resolution on approval of the agreed material conditions for the settlement agreement with the State Tax Inspectorate.

27 April 2023. The Ordinary General Meeting of Shareholders of Panevezio statybos trestas AB took place. The Ordinary General Meeting of Shareholders did not come to the decision to pay dividends.

27 July 2023. The Extraordinary General Meeting of Panevezio statybos trestas AB took place. The Extraordinary General Meeting of Shareholders selected the audit company Grant Thornton Baltic UAB to carry out the audit of the financial statement sets of Panevezio statybos trestas AB and the companies of Panevezio statybos trestas AB Group for the years 2023 and 2024, and approved the terms and conditions of payment for the audit services.

31 July 2023. The Board of Panevėžio statybos trestas, AB (PST) has appointed Tomas Stukas as the company's CEO. Egidijus Urbonas, who has held this position for the last three years, will remain in the Group's management team and continue his career as PST director of construction.

1 August 2023. By the court judgement dated 20 July 2023, the Panevezys Chamber of the Panevezys District Court approved the settlement agreement dated 17 February 2023 between the company and the State Tax Inspectorate at the Ministry of Finance of the Republic of Lithuania on recovery of the fine imposed by the Competition Council in the enforcement case.

Risk factors related to operation of the Company:

In their operation, both the Company and the Group face various types of risks, such as legal regulation, severe competition, shortage of qualified labour, cyclical nature of economy, consistency of orders, volatile material prices in the global market, macroeconomic factors, damping. However, only a few of them may have significant impact on the performance results of the Group and the Company. The main factors that create business risk for the Company and the Group are competition in the construction market and changes in the demand for construction services. The demand for construction services also depends heavily on the volume of investments and financing received from the EU structural funds. Increase and variation of material and service prices together with the risk of disturbances in the supply chain make the process of the project budgeting and possibility to complete the already started projects based on the planned costs more difficult. This results in extra risk for performance of fixed price construction contracts and reduces profitability of projects. Furthermore, activity of the Company and the Group is influenced by the economic situation (economic cycles), geopolitical changes in Lithuania and the countries where the Group companies operate, Russia's military invasion of Ukraine, and remaining risks related to COVID-19. Although there is still some uncertainty about the trends in global economic development as well as regional and global crisis in future.

Information on the types of financial risks and risk management is provided in the Notes to the Separate Financial Statements (Note 4) and Consolidated Financial Statements (Note 4). Legal uncertainties are provided in the Notes to the Separate Financial Statements (Note 28) and Consolidated Financial Statements (Note 27).

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

Referring to the unaudited data, over the first six months of 2023, the turnover of Panevezio statybos trestas AB amounted to 40.191 mln. Euros, that is by 12.5 per cents more compared to the first six months of the year 2022. The turnover of Panevezio statybos trestas AB over the first six months of 2022 was 35.736 mln. Euros.

In the first half of 2023, Panevezio statybos trestas AB incurred the net loss in the amount of 0.919 mln. Euros. Over the first half of 2022, the net loss of Panevezio statybos trestas AB amounted to 1.837 mln. Euros.

The consolidated revenue of Panevezio statybos trestas AB Group amounted to 59.690 mln. Euros, which increased by 8.2 per cents compared to that for the first half of 2022 when the revenue of the Group had been 55.150 mln. Euros. Over the accounting period of the first half of 2023 the Group was on the net profit in the amount of 4.228 mln. Euros. In the first half of 2022, the Group incurred the net loss in the amount of 0.466 mln. Euros.

A winding-up of the subsidiary company of PST investicijos UAB had a significant impact on the results of the Group – there were 3.7 million Euros of revenue received from financial activities. The revenue was generated by eliminating the accumulated currency reserve from the balance sheet of the Group.

EBITDA of the Panevezio statybos trestas AB for the six months of 2023 was negative - 1.033 mln. Euros whereas for the first half of the year 2022 the negative EBITDA amounted to 1.853 mln. Euros. EBITDA of the Group for the six months of 2023 was 2.047 mln. Euros compared to 0.389 mln. Euros for six months of 2022.

Table 3. The results of the Company and the Group of Panevezio statybos trestas AB for the First Half of 2021 through the First Half of 2023 (thousands Euros):

Group Company
I half of
2021
I half of
2022
I half of
2023
Items I half of
2021
I half of
2022
I half of
2023
47,134 55,150 59,690 Revenue 27,794 35,736 40,191
40,168 50,527 52,746 Cost 25,046 34,588 37,717
6,966 4,623 6,944 Gross profit 2,748 1,148 2,474
14.78 8.38 11.63 Gross profit margin (per cents) 8.89 3.21 6.16
2,589 -221 1,474 Typical operating result -302 -2,324 -1,393
5.49 -0.40 2.47 Typical operating result from
turnover (per cents)
-1.09 -6.50 -3.47
3,252 389 2,047 EBITDA1 147 -1,853 -1,033
6.90 0.71 3.43 EBITDA margin (per cents) 0.53 -5.19 -2.57
3,444 -466 4,228 Net profit 241 -1,837 -919
7.31 -0.84 7.08 Nets profit (loss) margin (per cents) 0.87 -5.14 -2.29
0.21 -0.029 0.259 2
Earnings per share (Euros)(EPS)
0.015 -0.112 -0.056
11.62 -1.62 13.52 Return on equity (per cents)(ROE)3 1.09 -9.05 -4.48
4.21 -0.54 4.63 Return on assets or asset
profitability (per cents) (ROA)4
0.37 -3.81 -1.75
10.91 -0.90 8.15 Return on investments (per cents)
(ROI)5
1.01 -8.44 -4.30
0.80 1.27 1.17 Current liquidity ratio6 0.94 1.04 1.08
0.65 0.91 0.89 7
Critical liquidity ratio
0.85 0.81 0.88
0.36 0.33 0.34 Equity ratio 8 0.34 0.42 0.39
1.81 1.76 1.91 Book value per share9 1.35 1.24 1.26
0.39 0.31 0.26 Ratio of share price and book
value (P/BV)10
0.53 0.44 0.40

1EBITDA (over relevant period) = operating profit + depreciation (amortization). The essence of EBITDA indicator is to determine the most objective profit (loss) of the company, which is least dependable on circumstances (least variable). 2Earnings per share (Euros) = net profit (loss) / number of issued shares

3 Return on equity (per cents) (ROE) = net profit / equity capital (a portion equity capital belonging to the shareholders)

4Return on assets (ROA) or asset profitability = net profit / assets

5Return on investments (ROI) = net profit / (equity capital + non-current debts)

6Current liquidity ratio = current assets / current liabilities

7Critical liquidity ratio = (current assets – inventories) / current liabilities

8Equity ratio = equity capital / assets

9Book value per share = equity capital / number of shares

10 Price-to-book ratio (P/B ratio) = share price as of the end of reporting period / share book value

Revenue (mln. Euros) by activity types:

During the first half of 2023, the main revenue of Panevezio statybos trestas AB by operation types amounted to 40.19 mln. Euros (37.74 mln. Euros in the first half of 2022) and was from construction and erection. The revenue of the Group from construction and erection activities amounted to 59.69 mln. Euros (55.15 mln. Euros in the first half of 2022). The revenue of the Group from construction and erection totalled 73.8 per cents, the revenue from real estate was 1.9 per cents, the revenue from made products and other revenue amounted to 24.3 per cents of the total revenue. In the first half of 2022, the revenue of the Group from construction and erection totalled 70.6 %, the revenue from real estate was 2.8 per cents, the revenue from made products and other revenue amounted to 26.5 per cents.

Operating revenue (mln. Euros) by countries:

In the first half of 2023, the main activities of Panevezio statybos trestas AB were carried out in Lithuania and made 98.3 per cents compared to 99.3 per cents over the first half of 2022. The revenue of the Group from the works performed inside the country made 80.23 per cents, the revenue in the Scandinavian countries was 18.50 per cents of the revenue. In the first half of 2022, the revenue inside the country made 82 per cents of the revenue, 17.4 per cents in the Scandinavian countries.

Information on any transactions with related parties as prescribed by Paragraph 2, Article 37 of the Law on Companies.

There were no such transactions concluded.

Environmental protection

Quality, environment protection, occupational health and safety play a very important role in activities of Panevezio statybos trestas AB. The Quality Management (ISO 9001), Environmental Management (ISO 14001) and Occupational Health and Safety Management (OHSAS 18001) Systems introduced and available at the Company allow taking proper care of these significant factors. Assessment of occupational risk is carried out, analyses are performed and measures for risk reduction or elimination are taken on each site. For the purposes of environment and resource protection and sustainability, ensuring pollution prevention, in the beginning of each project the environmental plan including specific measures for control of significant aspects of environment protection and activities performed is prepared.

The Construction Laboratory of the Company has been accredited in accordance with LST EN ISO/IEC 17025:2018, meets the requirements applicable to the accredited laboratory, satisfied the criteria of the accreditation body and is granted the right to perform tests of construction materials and take measurements of air permeability in buildings. Accreditation is performed by the Lithuanian National Accreditation Bureau.

The companies of the Group also have Quality, Environmental and Occupational Health and Safety Management Systems in accordance with the requirements of LST EN ISO 9001:2015, LST EN ISO 14001:2015 and LST ISO 45001:2018 introduced and successfully functioning.

Employees

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

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

As of 30 June 2023, the number of employees in the Group was 822, in the Company – 546. As of 30 June 2022, the number of employees in the Group was 831, in the Company – 560.

Table 4. Average number of employees

Average number of I half of 2022 I half of 2023
employees Group Company Group Company
Managers 22 10 22 11
Specialists 307 223 306 222
Workers 490 310 490 304
Total 819 543 818 537

Table 5. Education level of the Group employees as of the end of the period

PST Group
employees
Payroll
number
Higher
university
level
education
Higher non
university
education
Junior
college
education
Secondary
education
Incomplete
secondary
education
Managers 22 21 0 1 0 0
Specialists 303 225 34 30 14 0
Workers 497 22 13 60 364 38
Total 822 268 47 91 378 38

Table 6. Average monthly gross pay per employee (Euros)

I half
of 2022
I
half of 2023
Group Company Group Company
Managers 4,627 5,106 4,636 5,617
Specialists 2,234 2,241 2,637 2,647
Workers 1,606 1,550 2,067 2,031
Total 1,940 1,918 2,379 2,383

Taking care of its employees, both the Company and the Group significantly increased the wages of specialists (+18%) and workers (+31%).

Over the first half of 2023, the natural turnover of employees took place. Employment contracts do not include any special rights and obligations of employees or some part of them.

In 2023, the company also pays much attention to qualification improvement. Training in the company is done in three directions using:

    1. Services of training arranging institutions (external training);
    1. Services of higher education institutions (employee studies).

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

The Company and companies of the Group continually pay much attention to increase of operational management efficiency, improvement of construction work quality and introduction of modern technologies. We are looking for the ways to make activities more efficient, apply innovative and resource-saving process management methods, improve working conditions of employees, improve quality of construction works and services.

Realizing that construction activities leave a fairly significant footprint for nature and environment, we make emphasis on the sustainability issue in our operation. We strive to analyse the impact of our operation in order to consistently reduce the negative influence on the health of employees, surrounding communities and nature, amount of CO2.

By optimizing production processes, we aim to reduce the amount of energy used in our activities. We invest the processes allowing to generate and use green energy.

To maintain the highest competence in the construction sector, the Company introduces and uses advanced processes and technologies. In cooperation with our partners, we strive for a wider application of the digital model (BIM) principles in development project management.

The up-to-date design software is used to prepare building designs. We continually follow innovations and complement the software used with actual applications.

11. Procedure for amendment of the Articles of Association of the issuer

Any amendments of the Articles of Association of Panevezio statybos trestas AB are made following the procedure prescribed in the regulations of the Republic of Lithuania.

12. Bodies of the issuer

Referring to the Articles of Association of Panevezio statybos trestas AB, the management bodies of the Company are the General Meeting of Shareholders, the Board and the Managing Director. The Supervisory Council is not formed in the Company.

The General Meeting of Shareholders is the highest governing body of the Company, resolving the issues assigned to its competence by the Law on Companies and the Articles of Association of the Company. The competence of the General Meeting of Shareholders does not differ from that of the competence prescribed by the Law on Companies.

According to the Law on Companies of the Republic of Lithuania, one collegial management body may be formed in the Company. The Board consists of 5 (five) members, who are elected by the General Meeting of Shareholders for the period of 4 (four) years. They represent the shareholders and perform supervisory and control functions. The activities of the Board are managed by the Chairman. The Board elects the Chairman from the members of the Board.

The Chief Executive Officer of the Company is the Managing Director. The Managing Director is the sole governing body of the Company. The Managing Director is the main person managing and representing the Company. The Board elects and dismisses the Chief Executive Officer of the Company – the Managing Director, fixes his salary, sets other terms and conditions in the employment contract with him, approves his job description, gives incentives and imposes penalties. The Managing Director shall organize the activities of the Company.

The Board:

The Board Members of Panevezio statybos trestas AB were elected for the new term of 4 (four) years at the General Meeting of Shareholders hold on 9 April 2021. The term of office for all the Board Members will expire on 9 April 2025.

JUSTAS JASIUNAS, Chairman

Educational background: Mykolas Romeris University, Master in Law.

Place and position of employment: Consultant at Panevezio statybos trestas AB (company code 147732969, P. Puzino Str. 1, Panevezys).

Participation in activities of other companies: Board Member at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys),

Chairman at Aliuminio fasadai UAB (company code 305412441, Pramones Str. 7, Panevezys),

Chairman at Vekada UAB (company code 147815824, Marijonu Str. 36, Panevezys),

Board Member at Skydmedis UAB (company code 148284718, Pramones Str. 5, Panevezys).

Board Member at PST investicijos UAB (company code124665689, Ukmerges Str. 219, Vilnius). As of 30 June 2023, held no shares of the Company.

GVIDAS DROBUŽAS, Board Member

Educational background: Panevezys Polytechnic School, higher non-university.

Place and position of employment: General Director, Board Member at IOCO Packaging UAB (company code 110564826, Pusaloto Str. 212, Panevezys).

Participation in activities of other companies: Chairman at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys),

Consultant at Panevezio statybos trestas AB (company code 147732969, P. Puzino Str. 1, Panevezys); Board Member at PST investicijos UAB (company code 124665689, Ukmerges Str. 219, Vilnius), Director at Pokstas UAB (company code 168424572, Gustonys Vlg., Naujamiestis Eldership, Panevezys District Municipality),

Director at IOCO UAB (company code 302547850, Verkiu Str. 25C-1, Vilnius),

Director at Stenrosus UAB (company code 300007108, B. Sruogos Str. 6-14, Vilnius).

As of 30 June 2023, held 5 (five) shares of the Company, a shareholder of HISK AB.

VAIDAS GRINCEVICIUS, Board Member

Educational background: Vilnius University, Master in Management and Business Administration.

Participation in activities of other companies: Member of LitBAN (Lithuanian Business Angel Network) Association (company code 304811409, L. Stuokos-Guceviciaus Str. 9-10, Vilnius), a venture capital investor,

Chairman at SIQOR industries UAB (company code 304755864, Konstitucijos Ave. 21A, Vilnius). As of 30 June 2023, held no shares of the Company.

KRISTINA MACIULIENE, Board Member

Educational background: Kaunas University of Technology, Bachelor in Business Administration, Lithuanian University of Law, Master in Law.

Place and position of employment: Expert-Consultant at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys).

Participation in activities of other companies: Board Member at HISK AB (company code 147710353, S. Kerbedzio Str. 7, Panevezys),

Chairman at Skydmedis UAB (company code 148284718, Pramones Str. 5, Panevezys),

Chairman at Hustal UAB (company code 148284860, Tinklu Str. 7, Panevezys),

Board Member at Vekada UAB (company code 147815824, Marijonu Str. 36, Panevezys),

Board Member at Aliuminio fasadai UAB (company code 305412441, Pramones Str. 5, Panevezys),

Chairman at Lauktuves Jums UAB (company code 147797155, Laisves Sq. 26, Panevezys),

Chairman at Gustoniu zemes ukio technika UAB (company code 168581940, S. Kerbedzio Str. 7F, Panevezys).

As of 30 June 2023, held 10 (ten) shares of the Company.

LINA SIMASKIENE, Board Member

Educational background: Kaunas University of Technology, Engineer-Economist.

Place and position of employment: Chief Financial Officer at IOCO Packaging UAB (company code 110564826, Pusaloto Str. 212, Panevezys).

Participation in activities of other companies: Chief Accountant at IOCO UAB (company code 302547850, Verkiu Str. 25C-1, Vilnius),

Chief Accountant at Pokstas UAB (company code 168424572, Gustonys Vlg., Naujamiestis Eldership, Panevezys District Municipality),

Chief Accountant at Stenrosus UAB (company code 300007108, B. Sruogos Str. 6-14, Vilnius). As of 30 June 2023, held no shares of the Company.

Administration:

TOMAS STUKAS – Head of Administration, Managing Director of the Company from 31 July 2023. Education – Vilnius Gediminas Technical University, Bachelor in Industrial Engineering, Vilnius Gediminas Technical University, Master in Industrial Engineering.

Participation in activities of other companies:

Director at Hustal UAB (company code 148284860, Tinklu Str. 7, Panevezys). As of 30 June 2023, held no shares of the Company.

EVALDAS POCEVICIUS – Finance Director of the Company. Education – ISM University of Management and Economics and BI Norwegian Business School, Master in Management (Master Programme for Top Management), Vilnius Gediminas Technical University, Master in Management/Finance. Holds no shares of the Company.

In the first half of 2023 neither the members of the Board nor the top managers of Panevezio statybos trestas AB were granted loans, given guarantees and sureties, had any property transfers to them.

Audit Committee

Following Article 52 of the Law on Audit of the Republic of Lithuania, the General Meeting of Shareholders of Panevezio statybos trestas AB elects the Audit Committee. The Audit Committee consists of three members, one of them being independent. The term of office of the Audit Committee is one year. The continuous term of office of a committee member cannot exceed 12 years.

The duties of the Audit Committee are as follows:

1) to monitor the financial reporting process;

2) to monitor effectiveness of the company's internal control, risk management and internal audit, if applicable, systems;

3) to monitor carrying out of the audit;

4) to monitor independence and objectivity of the auditor or audit company.

The following members were elected to the Audit Committee at the Annual General Meeting of Shareholders of Panevezio statybos trestas AB on 27 April 2023:

Drasutis Liatukas – Independent Auditor, Head of and Auditor at Finansu auditorius UAB. Holds no shares of the company.

Irena Kriauciuniene – Independent Auditor. Holds no shares of the company.

Lina Rageliene – Accountant, Panevezio statybos trestas AB. Holds no shares of the company.

13. Information about public information

Following the requirements of the Law of the Republic of Lithuania, all main events concerning the Company and information about the time and venue of the General Meeting of Shareholders are published on the website of the Company https://www.pst.lt/en/investuotojams and in AB NASDAQ Vilnius (www.nasdaqomxbaltic.com ) Stock Exchange.

14. Information on compliance with the Governance Code

The Company complies with the procedure of company management set forth by the Law on Companies of the Republic of Lithuania.

The Company partially complies with the Governance Code applicable to the companies that are on the list of the Vilnius Stock Exchange. During the six months of 2023, there were no essential changes related to the company's notification on compliance with the Governance Code for the year 2022 applicable to the companies that are on the list of NASDAQ OMX VILNIUS Stock Exchange.

The annual report of the Company will include the more detailed explanation of how the Company complies with the recommendations of the Governance Code.

15. Unaudited financial statements

Separate statement of comprehensive income

ITEM 6
months
of
2023
6 months
of
2022
REVENUE 40,191 35,736
COST OF SALES -37,717 -34,588
GROSS PROFIT (LOSS) 2,474 1,148
Other income 670 468
Selling expenses -185 -172
Administrative expenses -3,682 -3,300
Other expenses -482 -330
OPERATING PROFIT
(LOSS)
-1,205 -2,186
FINANCIAL AND INVESTMENT ACTIVITIES 106 84
Income 256 127
Expenses -150 -43
PROFIT
(LOSS) BEFORE TAXATION
-1,099 -2,102
INCOME TAX 180 265
NET PROFIT (LOSS) -919 -1,837

Consolidated statement of comprehensive income

ITEM 6 months of
2023
6 months
of
2022
REVENUE 59,690 55,150
COST OF SALES -52,746 -50,527
GROSS PROFIT
(LOSS)
6,944 4,623
Other income 803 1,013
Selling expenses -294 -254
Administrative expenses -5,176 -4,590
Other expenses -878 -1,093
OPERATING PROFIT
(LOSS)
1,399 -301
FINANCIAL AND INVESTMENT ACTIVITIES 3,019 -247
Income from company winding-up 3,745 0
Other
financial income
76 90
Expenses -802 -337
PROFIT (LOSS) BEFORE TAXATION 4,418 -548
INCOME TAX -190 82
NET PROFIT (LOSS) 4,228 -466
ATTRIBUTABLE TO SHAREHOLDERS 4,249 -486
ATTRIBUTABLE
TO MINORITY INTEREST
-21 20

Separate statement of financial position

ASSETS 30 June 2023 31 Dec.
2022
Non-current assets 18,858 21,678
Intangible assets 154 164
Tangible assets 7,855 8,483
Investment
and amounts receivable
in one year
10,217 12,580
Deferred tax assets 632 451
Current assets 33,665 31,084
Inventories 6,105 5,267
Prepayments 892 706
Trade
receivables
20,965 18,336
Other current assets 1,627 1,762
Cash and cash equivalents 4,076 5,013
TOTAL ASSETS 52,523 52,762
EQUITY AND LIABILITIES 30 June 2023 31 Dec.
2022
Equity 20,530 21,448
Share capital 4,742 4,742
Reserves 2,403 2,509
Retained earnings 13,385 14,197
Translation reserve 0 0
Minority share 0 0
Amounts payable and liabilities 31,993 31,314
Amounts payable after
one year and non
current
liabilities
835 966
Loans and other
financial liabilities
Provisions 427 558
Deferred tax liabilities 0 0
Other amounts payable and non-current
liabilities
408 408
Amounts payable in
one year and current
liabilities
31,158 30,348
Loans and financial liabilities 4,923 0
Trade payables 15,593 13,979
Income tax payable 0 0
Other
amounts payable and current liabilities
10,642 16,369
TOTAL EQUITY AND LIABILITIES: 52,523 52,762

Consolidated statement of financial position

ASSETS 30 June 2023 31
Dec. 2022
Non-current assets 45,098 45,142
Intangible assets 222 235
Tangible assets 43,142 43,233
Investment
and amounts receivable after
one
year
926 1,065
Deferred
tax assets
808 609
Current assets 46,227 43,015
Inventories 11,003 9,674
Advance payments 798 846
Amounts
receivable
23,685 20,958
Other current assets 1,692 2,582
Cash and cash equivalents 9,049 8,955
TOTAL ASSETS: 91,325 88,157
EQUITY
AND LIABILITIES
30
June 2023
31 Dec. 2022
Equity 31,265 30,713
Share capital 4,742 4,742
Reserves 3,963 4,089
Retained earnings 22,575 18,200
Translation reserve -15 3,682
Minority interest -83 1,373
Grants and liabilities 71 84
Amounts payable and
liabilities
60,072 55,987
Amounts payable after
one year and non
current
liabilities
20,605 20,927
Loans and other financial liabilities 18,526 18,862
Provisions 682 765
Deferred tax liabilities 1,185 1,088
Other liabilities 212 212
Amounts
payable in
one year and current
liabilities
39,467 35,060
Loans and financial liabilities 5,608 696
Trade payables 18,916 17,083
Income tax payable 195 132
Other amounts payable and current liabilities 14,748 17,149
TOTAL EQUITY AND LIABILITIES: 91,325 88,157

Separate statement of changes in equity

Share
capital
Non-current
tangible
asset
revaluation
reserve
Legal
reserve
Retained
profit
Total
Balance
as of 1 January
2023
4,742 2,034 475 14,197 21,448
Net profit (loss)
for 2023
-919 -919
Total other
comprehensive income
Balance as of
30 June 2023
4,742 -106
1,928
475 107
13,385
1
20,530
Balance as
of 1 January
2022
4,742 1,137 475 15,785 22,139
Net profit (loss) for
2022
Total
other comprehensive income
-93 -1,837
94
-1,837
1
Balance as of 30
June 2022
4,742 1,044 475 14,042 20,303

Consolidated statement of changes in equity

Share
capital
Revaluation
reserve
Legal
reserve
Currency
translation
reserve
Retained
earnings
Attributable
to equity
holders of the
company
Minority
interest
Total
Balance
as of 1 January 2023
4,742 3,355 734 3,682 18,200 30,713 1,373 32,086
Decrease
in
revaluation reserve
-126 126 0
Share capital redistribution -1,449 -1,449
Dividends -24 -24
Net profit (loss) for
2023
4,249 4,249 -21 4,228
Currency
translation effect
-3,697 -3,697 38 -3,659
Balance as of 30 June 2023 4,742 3,229 734 -15 22,575 31,265 -83 31,182
Balance
as of
1 January 2022
4,742 2,008 600 4,261 17,713 29,324 1,230 30,554
Decrease
in revaluation reserve
-94 94 0
Increase in legal reserve 133 -133 0
Net profit (loss) for
2022
-486 -486 20 -466
Currency translation effect -139 -139 -8 -147
Balance as of 30
June 2022
4,742 1,914 733 4,122 17,188 28,699 1,242 29,941

Separate statement of cash flows

Jan. through June
2023
Jan. through June
2022
Cash flows
from operating activities
Net
profit (loss)
-919 -1,837
Depreciation
and amortization
360 471
Profit (loss) from transfer of non-current assets 0 -26
Other non-cash items -180 -333
-739 -1,725
Change in inventories -837 -1,426
Change in trade receivables -2,514 -648
Change in prepayments -187 -711
Change in amounts receivable after
one year
3 97
Change in other assets 175 -275
Change in trade payables 1,615 946
Change in prepayments received -339 7
Change in provisions
and other liabilities
-5,700 -1,059
-8,523 -4,794
Income tax
paid
0 0
Net cash flows
from operating activities
-8,523 -4,794
Cash flows
from investing activities
Acquisition
of non-current assets (excl.
investments) -417 -44
Disposal of non-current assets (excl. investments) 3 28
Acquisition of long-term
investments
3,127 0
Loans granted 0 -292
Loans recovered 1 30
Dividends and
interest received
55 1
Net
cash flows from investing activities
2,769 -277
Cash flows
from financing
activities
Dividends paid 0 0
Increase in
loans and
financial liabilities
4,923 1,399
Decrease in loans and financial liabilities 0 0
Interest paid -106 -37
Net cash flows from financing activities 4,817 1,362
Increase (decrease) in net cash flows -937 -3,709
Cash and its equivalent at the beginning
of
the
period 5,013 5,795
Cash
and its equivalents at
the end of the period
4,076 2,086

Consolidated statement of cash flows

Jan.
through June
Jan. through June
Cash flows
from operating activities
2023 2022
Net profit (loss)
Elimination of other non-cash items: 4,228 -466
Depreciation and amortization
Other non-cash items 573
-191
610
-176
4,610 -32
Change in inventories -439 -1,851
Change in contracts in progress -890 -93
Change in trade receivables -2,527 412
Change in prepayments 48 -321
Change in other assets 828 280
Change in
trade
payables
1,834 493
Change in prepayments received -67 -380
Change in
provisions and other liabilities
-2,368 -812
1,029 -2,304
Elimination
of results from
financial and investing
activities -4,401 -14
Net cash flows from operating activities -3,372 -2,318
Cash flows
from investing activities
Acquisition
of non-current assets (excl.
investments) -510 -166
Disposal of
non-current assets (excl. investments)
4 0
Acquisition of long-term investments 0 0
Loans granted 0 0
Loans recovered 1 3
Dividends and interest received 0 1
Net cash flows from investing
activities
-505 -162
Cash flows
from financial activities
Dividends paid -24 0
Increase in loans and financial liabilities 4,923 1,399
Decrease in loans and financial liabilities -336 -168
Payment of finance lease liabilities -12 -73
Interest paid -580 -297
Net
cash flows from financing activities
3,971 861
Increase (decrease) in net cash flows 94 -1,619
Cash
and cash
equivalents in
the beginning of the
period 8,955 11,888
Cash and cash equivalents
at the end of
the
period 9,049 10,269

EXPLANATORY NOTE

General information

Panevezio statybos trestas AB (hereinafter 'the Company') was established in 1957 and for a long time was known as the North Lithuania Construction Trust (Siaures Lietuvos statybos trestas). In 1991, the Company was registered as a State Company. On 30 October 1993, the State Company was reorganized to a Public Limited Liability Company. Company code 147732969, VAT code LT477329610. Registration certificate No. 013732 issued on 27 September 2004 by the State Register Centre Panevezys Branch.

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

The main operations of the Company and its subsidiaries (the Group) is designing and construction of various buildings, structures, facilities, communications and other similar objects in Lithuania and abroad, real estate development.

Basis of interim financial statement preparation

Separate and consolidated financial statements were prepared according to the international standards of financial accounting applicable in the European Union.

The same accounting principles are applicable to both – interim and annual financial statements.

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

Currency 30 June 2023 30 June
2022
1 PLN 4.4485 4.6869

Principles of consolidation

Subsidiary companies are the companies controlled by the parent company. Such control is defined as a capability to a company to have determinant effect on other company, manage and influence financial and economic activities to get benefit from that company. For the purposes of control assessment, the total available number of shareholder votes at the General Meeting of Shareholders is considered. The financial statements of subsidiary companies are included into the Consolidated Financial Statement from the day of control gain and are excluded from the day of control loss. During consolidation of financial statement, the income and expenses, amounts receivable and payable and unrealized results of the Group are eliminated.

Investments

Over the first half of 2023 the investments of the Group in acquisition of non-current assets amounted to 510 thousand Euros.

Panevezio statybos trestas UAB acquired non-current assets for 417 thousand Euros. During the first half of 2023 the costs related to depreciation and amortization of the assets of the Group amounted to 573 thousand Euros, including 427 thousand Euros accounted for in the Financial Statements of Panevezio statybos trestas AB.

Assets and liabilities

There were no significant events.

Segments

as of 30 June 2023
(thousands Euros)
Construction Metal
structures
Panel houses Other
activities
Total
segments
Elimination
of internal
transactions
Total Group
Revenue
Third parties 42,974 5,587 5,548 5,581 59,690 0 59,690
Internal transactions 2,022 0 0 897 2,919 2,919 0
Total revenue 44,996 5,587 5,548 6,478 62,609 2,919 59,690
Other revenue 498 0 8 297 803 0 803
Expenses
Other, general
administrative
and
selling
expenses
-43,662 -4,438 -5,006 -5,110 -58,216 0 -58,216
Interest costs -148 -2 0 -506 -656 0 -656
Interest income 0 0 0 0 0 0 0
Net
financial activities
(except
interest)
52 0 13 3,610 3,675 0 3,675
Other expenses -550 -4 -20 -305 -878 0 -878
Income tax
expenses
193 -169 -93 -121 -190 0 -190
Segment
result
1,379 974 450 6,079 7,147 2,919 4,228
Segment
assets
61,882 4,401 5,052 40,668 112,003 -20,678 91,325
Segment
liabilities
35,459 1,380 3,092 31,567 71,498 -11,355 60,143

Loans and other financial liabilities of the Group

(thousand
Euros)
30 June
2023
31 Dec. 2022
Loans
Leasing (financial lease) liabilities
24,083
51
19,496
63
Total
loans and
other financial liabilities 24,134 19,559
Non-current
liabilities
Current liabilities
18,526
5,608
18,863
696
Total loans and other financial liabilities 24,134 19,559
The loan breakdown is provided below:
(thousands Euros) Interest rate Valid till 30 June 2023 31 Dec. 2022
OP Corporate Bank plc.
Lithuanian Branch
3-month
EURIBOR+2.44%
July 2026 9,576 9,746
AS Citadele banka
Lithuanian Branch
6-month
EURIBOR+2.7%
July 2026 9,583 9,750
OP Corporate Bank plc.
Lithuanian Branch (overdraft)
3-month
EURIBOR+2.54%
Jan. 2024 4,924 0
Total loans 24,083 19,496

Guarantees, sureties

As of 30 June 2023, the guarantees of the liabilities of Panevezio statybos trestas AB Group issued by credit institutions and insurance companies amounted to 8,065 thousand Euros, the total amount is for performance of contracts and liabilities by Panevezio statybos trestas AB. The Company has the sureties issued for the amount of 679 thousand Euros related to performance of obligations by the subsidiaries to insurance companies.

Dividends

The Ordinary General Meeting of Shareholders of Panevezio statybos trestas AB held on 27 April 2023 failed in taking the resolution to pay the dividends to the shareholders.

Transactions with associated parties

There were no significant transactions made with any associated parties.

Key events and contingent liabilities

As a defendant, the Company is participating in the judicial proceedings where the claimant, Naujasis Uzupis UAB, on 7 April 2023 filed a claim against the defendants, Ergo Insurance and Panevezio statybos trestas AB, for compensation of the costs related to the work defect elimination and award of penalties for the total amount of 1.15 million Euros. As the defendants fundamentally disagree with the claims, the dispute was brought before the court.

Taking into account all the facts and circumstances known to the management of the Company, the management believes that it is more likely than not that the Company will obtain a favourable judgement in this matter, therefore, in preparation of these financial statements no provision related the described judicial proceedings has been accounted for.

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