AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Rokiskio Suris

Quarterly Report Aug 30, 2019

2242_ir_2019-08-30_92157059-3833-4b4e-b806-386abac2ed0f.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

CONSOLIDATED INTERIM REPORT AND CONSOLIDATED FINANCIAL STATEMENTS OF AB ROKIŠKIO SŪRIS

FOR SIX MONTHS ENDED JUNE 30, 2019

1. REPORTING PERIOD OF THE SUBMITTED HALF YEAR CONSOLIDATED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 3
2. KEY INFORMATION OF THE ISSUER: 3
3. INFORMATION ON THE COMPANY'S GROUP 3
4. TYPES OF MAIN ACTIVITIES OF THE COMPANY AND THE COMPANY GROUP 4
5. STRATEGY AND OBJECTIVES OF THE GROUP 4
6. THE MOST IMPORTANT EVENTS IN THE REPORTING PERIOD 5
7. SIGNIFICANT DEVELOPMENTS AFTER THE END OF THE FISCAL YEAR 6
8. BUSINESS ENVIRONMENT OF THE GROUP OF COMPANIES 7
9. SALES OF THE GROUP OF COMPANIES 10
10. RISK FACTORS AND RISK MANAGEMENT 11
11. INFORMATION ABOUT THE AIMS OF FINANCIAL RISK MANAGEMENT AND THE USE OF HEDGING MEASURES 18
12. KEY ASPECTS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS ASSOCIATED WITH THE FORMATION OF CONSOLIDATED
FINANCIAL ACCOUNTS 18
13. ENVIRONMENT 19
14. FINANCIAL PERFORMANCE 20
15. PLANS AND FORECASTS FOR THE OPERATIONS OF THE GROUP AND INVESTMENTS FOR THE YEAR 2019 23
16. INFORMATION ON THE COMPANY'S AUTHORIZED CAPITAL 24
17. CONTRACTS OF THE COMPANY WITH THE FINANCIAL BROKERAGE UNDERTAKINGS 25
18. DATA ABOUT TRADE IN ISSUER'S SECURITIES ON REGULATED MARKETS 25
19. LIMITATION ON TRANSFERENCE OF SECURITIES: 27
20. PROCEDURE FOR AMENDING THE ARTICLES OF ASSOCIATION 27
21. INFORMATION ABOUT THE SHAREHOLDERS OF THE COMPANY 28
22. RIGHTS OF SHAREHOLDERS 29
23. SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS AND DESCRIPTION OF THE RIGHTS. 29
24. INFORMATION ABOUT ALL RESTRICTIONS ON THE VOTING RIGHTS 30
25. INFORMATION ABOUT THE PURCHASE OF OWN SHARES BY ISSUER 30
26. DIVIDENDS 30
27. MANAGEMENT BODIES OF THE COMPANY 31
28. ORGANIZATIONAL STRUCTURE OF THE MANAGEMENT OF THE COMPANY AND THE COMPANY GROUP 31
29. INFORMATION ON THE POWERS OF AND THE PROCEDURE FOR CONVENING THE GENERAL MEETING OF SHAREHOLDERS 32
30. BOARD OF THE COMPANY 35
31. COMMITTEES SET UP IN THE COMPANY 38
32. MANAGEMENT OF THE COMPANY 39
33. EMPLOYEES 40
34. INFORMATION ON AGREEMENTS BETWEEN THE COMPANY AND MEMBERS OF ITS BODIES, MEMBERS OF ITS COMMITTEES, OR EMPLOYEES
PROVIDING FOR COMPENSATION IF THEY RESIGN OR ARE MADE REDUNDANT WITHOUT VALID REASON OR IF THEIR EMPLOYMENT CEASES
BECAUSE OF CHANGE OF CONTROL OF THE ISSUER 42
35. RELATED-PARTY TRANSACTIONS 42
36. INFORMATION ON INJURIOUS TRANSACTION CONCLUDED ON BEHALF OF THE ISSUER 42
37. CONSOLIDATED BALANCE SHEET 44
38. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 45
39. CONSOLIDATED CASH FLOW STATEMENT 46
40. CONSOLIDATED OWN CAPITAL CHANGE STATEMENT 47
41. COMMENTARY ON THE REPORT 48

GENERAL INFORMATION

1. Reporting period of the submitted half year consolidated report and consolidated financial statements

The half year consolidated report and consolidated financial statements are prepared for six months 2019.

2. Key information of the issuer:

Rokiškio sūris, AB (hereinafter, the "Company")
Public limited liability company
28 February 1992, State Enterprise Centre of
Registers
173057512
Pramonės g. 3, LT-42150 Rokiškis, Republic of
Lithuania
State Enterprise Centre of Registers
+370 458 55 200
+370 458 55300
[email protected]
www.rokiskio.com
LT0000100372
48510000PW42N5W74S87
RSU1L

3. Information on the Company's group

As at June 30, 2019, the group of Rokiškio sūris, AB (hereinafter, the "Group") consists of the parent company Rokiškio sūris, AB, and four subsidiaries (in 2018: two branches and four subsidiaries).

Rokiškio sūris, AB (registration number 173057512, Pramonės g. 3, LT-42150 Rokiškis).

Subsidiaries of Rokiškio sūris, AB:

Rokiškio pienas, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 300561844. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio pienas, UAB, holding 100% of shares and votes.

Rokiškio pieno gamyba, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 303055649. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio, UAB, pieno gamyba, holding 100% of shares and votes.

Latvian company SIA Jekabpils piena kombinats (registration number 45402008851, address of the registered office Akmenu iela 1, Jekabpils, Latvia LV-5201). Rokiškio sūris, AB holds 100% of shares and votes in the company.

Latvian company SIA Kaunata (registration number 240300369, address of the registered office Rogs, Kaunata pag., Rezeknes nov., Latvia). Rokiškio sūris, AB holds 40 percent of member shares in the company, whereas Rokiškio pienas, UAB, holds 20 percent of member shares in the company.

4. Types of main activities of the Company and the Company group

Main activities of Rokiškio sūris, AB group:

Operation of dairies and cheese making (EVRK 10.51)

Rokiškio sūris, AB:

The main activity of Rokiškio sūris, AB is production and sale of fermented cheeses, whey products, skimmed milk powder.

Subsidiaries:

The main activity of UAB Rokiškio pienas is sale of fresh milk products and fermented cheeses. The main activity of UAB Rokiškio pieno gamyba is production of fresh milk products (milk, kefir, sour milk, butter, curd, curd cheese, sour cream, glazed curd cheese bars, desserts). The activity of SIA Jekabpils piena kombinats is purchase of raw milk. The activity of SIA Kaunata is purchase of raw milk.

5. Strategy and objectives of the Group

Rokiškio sūris, AB group in its activities is guided by a three-year strategic plan approved by the Board, the main provisions of which are set forth below:

MISSION:

Rokiškio sūris, AB = Reliable Professionals in the Dairy Industry

VISION:

Processing more than 1 million tonnes of raw milk per year, as Lithuania turns into Baltlandia.

OBJECTIVES:

  • Regional leadership in milk processing sector.
  • Flexible production and sales of top-quality products exceeding consumer expectations.
  • Being the most attractive and reliable partner for farmers producing milk.
  • Continuously increasing value for shareholders.

We seek objectives

  • By increasing the volume of purchased and processed milk by 5 percent annually.
  • We target at 3 percent net annual profit rate.

6. The most important events in the reporting period

The 30 April 2019 General Shareholders' meeting of Rokiškio sūris, AB:

    1. Endorsed findings made by the Audit Committee;
    1. Approved the Company's and consolidated annual reports for the year 2018;
    1. Approved profit (loss) allocation 2018:

To approve the following profit (loss) distribution of the year 2018:

Title kEUR
1. Non-distributable profit (loss) at beginning of year 74 824
2. Approved by shareholders dividends related to the year 2016 (3 587)
3. Transfers from other reserves 1 883
4. Profit share allocated for acquisition of treasury shares (3
244)
5. Non-distributable profit (loss) at beginning of year after dividend pay-out
and transfer to reserves
69 876
6. Net profit (loss) of the Company of fiscal year (75)
7. Distributable profit (loss)
of the Company
69 801
8. Profit share for mandatory reserve -
9. Profit share for other reserves -
10. Profit share for dividend pay-out
*
(3 506)
11. Profit share for annual payments (tantiemes) to the
Board of Directors,
-
employee bonuses and other as accounted by Profit (loss) statement
12. Non-distributable profit (loss) at end of year transferred to the next fiscal
year
66 295

In total it will be allocated EUR 3,506,165.30 to the dividends pay-out, 0.10 euro per ordinary registered share.

  1. Resolved to acquire treasury shares as follows:

Purpose of acquisition of own shares – maintain and increase the price of the company's shares.

Maximal number of the shares to be purchased – total value of the Company's treasury shares may not exceed 1/10 of the Company's Authorized Capital.

Period during which the company may purchase own shares – 18 months from the approval of resolution.

Maximal and minimal purchase price per share – maximal purchase price per share is higher by 10 per cent compared to the Company's share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution's approval by the Board of Directors in regard with the treasury share acquisition, and the minimal purchase price per share is lower by 10 per cent compared to the Company's share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution's approval by the Board of Directors in regard with the treasury share acquisition.

Procedure of selling the treasury shares and minimal sales price – The Company's treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company's shares.

Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company's own shares, organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.

  1. Elected an audit company UAB PricewaterhouseCoopers to perform an audit of annual consolidated financial statements for the year 2019 and evaluation of the consolidated annual report 2019 of the Group of AB Rokiškio sūris and the Parent Company.

7. Significant developments after the end of the fiscal year

There were no significant developments in the Company after the end of the reporting period.

Publicly announced information

Pursuing the Law of the Republic of Lithuania all material events related with the Company's performance and the information on time and location of general meetings of shareholders are publicly announced on the Company's website www.rokiskio.com and also submitted to the website of securities stock exchange Nasdaq Vilnius AB (www.nasdaqomxbaltic.com).

INFORMATION ON THE OPERATIONS OF THE COMPANY AND THE GROUP OF COMPANIES

8. Business environment of the Group of Companies

Basic Provisions

Who we are:

  • We process more than 500 thousand tonnes of milk at three milk processing plants
  • We manufacture and sell more than 35 thousand tonnes of different cheeses.
  • We export approximately two-thirds of our production.
  • We are a responsible employer to more than 1,400 employees.

The Company's operations cover raw milk procurement, the manufacture of various dairy products and their sales on the local and export markets.

Raw milk procurement

According to the data published by ŽŪIKVC (ŽŪMPRIS), 643.97 thousand tons of raw natural fat milk were bought from Lithuanian dairy producers in the first half of 2019, which is 0.1 percent less than in the same period of 2018 (649.9 thousand tons were purchased in 2018).

Lithuanian dairy companies process about 95 percent of the local raw milk. During the analysed period, the average purchase prices of natural milk in 2019 were similar to those of the same period of 2018. Milk prices decreased in May-June 2019 due to lower export prices of dairy products and decreased demand. The sector was largely influenced by changes in the structure of milk producers, drought in June, seasonal fluctuations in milk yields and changes in milk composition (fat, protein).

According to the data of the Agricultural Information and Rural Business Centre on July 1, 2019, 254.9 thousand cows were registered in Lithuania, which is 6 percent less than in

the same period last year (270.9 thousand cows).

The dairy sector is growing in Lithuania. During this period, the average dairy farm has 11.5 cows, compared with 10.2 cows in the same period last year. The distribution of the milk sector in the country by production shows the amount of milk produced from farms: farms with 15 or more cows produce 81 percent or 517.2 thousand tons, farms with 6-14 cows produce 10 percent or 62.8 thousand tons and farms with 1-5 cows produces 59.1 thousand tons of milk.

The chart below shows the prices of raw milk Rokiškio sūris, AB paid by the Group to large farmers with European-size farms delivering more than 40 tonnes of raw milk per month in 2015-2016-2017- 2018-2019.

The prices of export dairy products were dropping down since the beginning of 2018. The situation on the export markets caused decrease of milk procurement prices compared to 2019.

Manufacture of dairy products

Rokiškio sūris, AB Group is the largest dairy company in Lithuania that manufactures and offers more than 300 products to its customers. This includes not only fermented cheeses bot also a variety of products obtained from whey, such as lactose, 80% WPC, 90% WPC. The Group manufactures milk powder, butter, processed cheeses, curd and curd products, other fresh dairy products.

Thanks to their excellent quality, the products manufactured by the companies of the Group have earned the trust of consumers both in the local and the export markets.

Rokiškio sūris, AB Group carries out its production activity in the towns of Rokiškis (Rokiškio sūris, AB), Utena (Rokiškio pieno gamyba, UAB) and Ukmergė (Ukmergės pieninė, branch of Rokiškio pieno gamyba, UAB).

  • Rokiškio sūris, AB (in Rokiškis) specialises in the production and marketing of fermented cheeses and products obtained from whey.
  • Rokiškio pieno gamyba, UAB (Utena company) specialises in fresh dairy products for the local market, whey protein concentrate, milk powder and butter production.
  • Rokiškio pieno gamyba, UAB (Ukmergė company) specialises in curd and curd products.
  • Rokiškio pienas, UAB specialises in the marketing of the complete range of products of the Group in Lithuania, Latvia and Estonia. The company also markets dairy products manufactured by other foreign producers.

The following table and chart show changes in the production volumes of Rokiškio sūris, AB Group (in tons):

Production / Year 6 months 2019 6 months 2018 Change, %
Fermented cheese, t 14,848 17,913 -17.11
WPC powder, t 1,141 1,276 -11.83
Lactose, t 5,242 6,355 -17.51
Butter and fat blends, t 4,085 3,645 10.77
Dry milk products*, t 1,372 1,684 -22.74
Fresh dairy products, t 23,919 25,413 -6.25

* WPC, skim milk powder, butter milk powder.

The decrease in the production of fermented cheeses was caused by the decrease in the purchase of raw milk and changes in the assortment of production: in 2019 more hard fermented cheeses and less fresh cheeses were produced.

The large-scale reconstruction of the fresh dairy products facility at Utena plant is in progress. The yogurt preparation system was renewed. New milk packaging line for ELOPAK 2ltr was installed, a line of powder packaging was bought. The purpose of the reconstruction is to modernise the existing production technology which will enable to cut production costs and improve the product quality. In 2019, a robotic butter packing line was purchased.

9. Sales of the Group of companies

Most of the company's production is exported. AB Rokiškio sūris group exports its products to 37 countries worldwide. Italy remains the main and major purchaser of the products. A large part of production is also exported to USA, New Zealand, Holland. During the first half of 2019, the group's exports accounted for 58 percent of total sales, while the local market accounted for 42 percent of total sales.

As before, the company sells traditional products on its exports markets, including cheese, cream, milk powder and complementary products obtained during cheese production process – WPC and lactose. As before, fresh cheeses (Cagliata and Mozzarella) mostly go to Italy, the Netherlands and South Korea.

During the first half of 2019, the decline in prices affected overall sales statistics for the group.

At the beginning of 2019, prices for dairy products continued to be relatively low, especially for fresh non-fermented cheese. Fat prices have fallen further compared to 2018 prices. The price of cream, converted to butter per unit of fat, was lower, so instead of selling cream, the company produced butter.

The export of mozzarella to Korea continued to decline. This was due to increased supply of mozzarella and lower prices from the USA. The Koreans chose a much cheaper product from manufacturers in North America and other EU countries.

However, in the first half of 2019, the company's hard cheese exports to the United States increased by about 80 percent compared to the same period in 2018. This was due to rising domestic hard cheese prices and significantly increasing demand for hard cheese. Therefore, the company resumed the export of this product to its former customers.

January-June 2019 consolidated unaudited sales of AB Rokiškio sūris group amounted to kEUR 89,168, which is 12.75 percent less than during the same period last year. Consolidated sales for the same period in 2018 were kEUR 102,202.

In January-June 2019, sales in Lithuania amounted to EUR 37.9 million; which is 1.9% less than in previous years. This decline was due to a 30% drop in private label sales; on the other hand, we managed to grow by 8% in the high-end branded segment. Domestic market share of Rokiskis Group remains ~ 22%.

The strongest positions are in the Milk, Butter, Cheese and Cheese product categories; and, to a lesser extent, in dessert products which require a wide and various range.

Output prices in the first half of 2019 remained close to the year before; the price of fat products was slightly higher (Butter, Cream), but with the sharp decline in export prices, the trend is shifting to the domestic market and the price for the second half of the year will be lower.

One of the biggest goals of the Rokiškio sūris group is to increase sales in Asia, where the biggest increase in consumption of dairy products is expected in the near future, as well as to continue to export hard cheeses to the US market.

Sales
Country Jan-June 2019 Jan-June 2018 Change
kEUR % kEUR % %
Lithuania 37,867 42.47 38,602 37.77 -1.90
European
countries
45,287 50.79 57,443 56.21 -21.16
Middle East 354 0.40 248 0.24 42.74
Far East 1,567 1.76 2,740 2.68 -42.81
North America 2,209 2.48 1,216 1.19 81.66
Other countries 1,884 2.11 1,953 1.91 -3.53
Total: 89,168 102,202 -12.75

Sales of the Group of companies by different markets

10. Risk factors and risk management

Risk is understood as a hindrance to achieve the set targets due to potential evens or their possible impact on business. The Company's objectives also include long-term strategic goals and specific actions related to the operations. The Management of the Company is responsible for managing the Company's risks and the assessment of negative impact on the set targets and outcomes. The identification of specific risk and the management thereof is attributed to the respective functions implemented in the Company. Given the external and internal environment, the risk level is assessed when adopting both strategic and operational decisions. Risk management forms an integral part of the Company's operational processes, therefore potential risks are under permanent monitoring and evaluation.

The Group's core business is milk processing. Milk processing business is related to raw material suppliers, competition in raw milk market, raw milk price fluctuations. Shortage of raw milk, which promotes the constant fluctuation of milk prices, may affect the performance of the issuer.

Specialization in the production of fermented cheeses determines the main part of the income. The process of maturing the cheeses is quite long. Therefore, it is difficult to react quickly to market changes, which may affect the performance of the company.

High competition for dairy products in domestic and export markets, cheaper Polish products, restrictions to the Russian market limits sales.

Group's credit risk is related to receivables. The risk that partners fail to meet their obligations is controlled. The Group has insured its customers with credit insurance. Customers with higher financial risk are subject to a prepayment system.

The Group's activities are under constant control of food safety, environmental and social responsibility audits. Food safety systems are in place and operate in the group's companies. The company has been awarded the specific quality certificates of HALAL and KOSHER (for the products such as Lactose, WPC, SMP, FMP, Butter milk powder, Butter). This ensures consumer confidence in product safety. Certified organic products are labelled with additional information.

The goal of the Group's management is to produce safe and high-quality milk products with minimal impact on the environment. The Group is constantly looking for ways to optimize production, reduce costs and minimize risk factors and manage them as much as possible.

Risk Factor Source of Risk Risk Management.
Economic
Factors:
Supply of raw
material
Small farms;
Seasonality;
Competition;
Absence of a long-term
regulatory framework.
Fluctuation
of raw milk prices in
winter and summer.
Significant changes
in
milk
prices on global markets
In order to mitigate the potential risks and
their impact,
dairy producers are paid
additionally
to the milk price for long-term
cooperation, for higher milk quality
indicators, loyalty, and balance in
seasonality of milk production.
Risk is managed by additional import of
milk from other countries (Estonia, Latvia)
and diversification of raw milk purchase
from different size suppliers in Lithuania.
Product sales The Group's core business is
milk processing. The main
product is fermented
cheese.
Cheese sales account for most of
the revenue.
The Company's
income, profits
and cash flows may be
negatively affected by changes
in the demand and
prices of
cheeses and other products -
milk sugar, butter, WPC.
The production of long
ripening
hard cheese is a long process
that lasts from 9 to 24 months.
This long process can negatively
affect the company's cash flows
and performance.
Internal competition between
local producers.
Searching for alternatives to import
production.
Increasing the range.
Search for new markets.
Cooperation with business partners.
Risk assessment for each client.
Cheaper Polish production on
the Lithuanian market.
Increase in the number and
range of cheaper products from
other EU countries.
Environmental
Factors
We consume a lot of energy and
natural resources in our
operations. This poses direct
and/or indirect risk of
environmental pollution, as does
air pollution from technological
equipment.
The use of
chemical substances.
Replacement of vehicles with new
ones,
maintenance,
operation
conditions control.
Selection of energy suppliers.
Resource
conservation,
accounting
and
control measures.
Control, automatization
and modernisation
of technological processes.
The monitoring of the consumption and
impact of natural resources.
Staff training, personal protection measures.
This poses a risk to employees, Accounting and control.
products, and the environment.
Physical environmental
pollution: noise, odour, light
Process automatization.
Control measurements
and assessment.
The deployment of technical measures.
Focus on design works.
In 2018, a waste water disposal facility for
industrial waste water was installed.
Industrial and surface
wastewater management.
Release of industrial and surface
wastewater containing
pollutants.
Maintenance, operation conditions, process
control.
Analysis
of
the
concentrations
of
contaminants, accounting of contaminant
releases.
The use of city wastewater purification
reserves.
Cleaning
and
maintenance
of
sand
oil
precipitators.
In 2018 the diameter of the pipeline and the
replacement of wells were renewed and
increased in the respective sections of the
industrial waste water pipeline.
Poor
treatment of waste
generated during operation poses
environmental risk.
Waste separation, process management.
Ensuring adequate storage conditions.
Staff training.
Transfer to legitimate managers.
Regulation and compliance. The
risk manifests itself in the large
scope and developments of legal
regulations.
Certified management system in
compliance
with
ISO
14001:2015
Environmental
management
system.
Requirements
and
usage guidelines.
Continuous assessment of legal acts and
developments.
The interests of the population
and self-government institutions
related to the environmental
impact of the Company. The
Company is located in the
Disseminating information about important
developments at the company in the local
media and online.
Active co-operation with self-government
authorities,
people's
and
business
industrial area of the city and
borders on other business
undertakings as well as a
residential area.
communities.
Assessment
of
the
impact
of
planned
business operations in accordance with the
established procedure.
Climate
control
chambers
have
been
installed
in
the
production
and
storage
rooms, which not only maintain the set
temperature and humidity parameters, but
also operate in recuperation mode. Installing
freeze
production
machines
eliminates
compressed water produced by frozen ice,
while reducing power consumption.
Energy-related
risk
The Company's operations
involve high consumption of
electricity, heat energy and
water.
The operation of all industrial
and non-industrial equipment is
based on electricity
consumption. This poses a risk
of uninterrupted electricity
supply.
Electricity,
heat energy (steam)
and water supply affects the
industrial-technological process.
There
are
three
10KV
high-voltage
distribution facilities in the territory that
feed energy to three power transformers.
If voltage is lost in one substation,
feeding
continues from another one.
Four water supply inlets are available: two
from Rokiškio vandenys, UAB and two
from own wells.
Water
turbidity
meters
installed
in
the
introductions of UAB Rokiškio vandenys,
which ensure the quality of the supplied
water for production processes.
Strict contractual terms and conditions for
heat energy (steam) supply from Rokiškis
ŠTR define maximum demand for pressure
and temperature.
Installed thermal energy vapor accounting
with controlled and assured consumption
and
needs of relevant workshops.
Three hot water boilers are installed at the
production facility.
Food safety and
quality
In order to implement one of the
key objectives of Rokiškio sūris,
AB, i.e. to ensure food safety
and quality and prevent product
recalls, the existing potential risk
factors (biological, chemical,
physical) as well as the
conditions conducive to the
occurrence and increase thereof
have been identified. Risk
assessment has been performed
to identify the probability of risk
and the gravity thereof;
Risk assessment covers the
entire production chain –
from
raw materials procurement to
delivery to the customer.
Identification of key active risk control
measures;
Assessment of the efficiency of operational
controls to mitigate the risks to a tolerable
level;
The
development
of
appropriate
action
plans aimed at the improvement of the
control system;
Constant
risk
management
and
the
monitoring of set targets.
Information
security
IT risks arise from the use of
illegal software, lost and
unrecoverable data and data
vulnerability.
Only legal and licensed IT software is used
to prevent possible risks.
Configured
firewall
is
used
to
prevent
unauthorised access from the outside.
Unauthorised data access is controlled by
granting employees only those rights and
roles that are necessary for their work.
Test environment is used to test software
modifications. Protection against accidental
data loss is ensured through creation of
back-up copies.
Antivirus
software
is
installed
in
all
computers of the Company.
Occupational risk
factors:
Physical factors
Inadequate workplace
equipment;
Non-compliance with the
minimum requirements to
workplace equipment;
Mobile self-propelled/non-self
propelled work equipment;
Potentially dangerous
machinery;
Stability and firmness of
construction works;
Evacuation routes and exits;
Fire detection and fire
extinguishing;
Electrical installations;
The activities of other
undertakings in the process of
providing services and
performing other works at the
Company.
Workplaces and work equipment are under
regular
maintenance.
Identified
irregularities that might affect employee
safety and health are addressed.
Work equipment control devices are clearly
visible,
identifiable
and
appropriately
labelled. Work equipment is equipped with
a control system allowing to stop them fully
and safely. Emergency stop devices are
installed for this purpose. Where there is a
risk that contact with the moving parts of a
piece
of
work
equipment
may
cause
employee
trauma,
such
parts
must
be
covered and protective devices must be
installed to prevent access to danger zones.
Work equipment is appropriately labelled
with safety and health warnings to ensure
employee
safety.
Employees
receive
appropriate briefing on the use of work
equipment, they receive on-site training at
the workplace and
are made aware of
potential hazards related to work equipment.
The installation and structure of mobile
work
equipment
is
designed
to
ensure
minimum
risk
exposure
for
employees.
Such
equipment
is
under
continuous
maintenance,
employees
using
the
equipment receive training and undergo
periodic health checks.
The maintenance of potentially dangerous
machinery is carried out in accordance with
the Law on the Maintenance of Potentially
Dangerous
Machinery.
Maintenance
of
potentially
dangerous
machinery
is
performed;
supervisors
of
potentially
dangerous
machinery
are
appointed.
Employees operating potentially dangerous
machinery
receive
training,
their
Physical:
Noise
Work equipment The
use
of
personal
protection
means,
mandatory health checks for noise, staff
Company.
which
arise
from
the
activities
of
the
the risks to employees of such undertakings
activities of other undertakings as well as
to prevent the risks which arise from the
ensure employee safety and health in order
operation
and
co-ordinated
action
is
prepared and coordinators are appointed to
A description of the procedure for co
the procedure laid down in the laws.
periodically measured in accordance with
Resistance
of
electrical
installations
is
indirect contact with electrical installations.
employees are protected against direct or
manner that prevents the risk of fire and
Electrical
installations
are
fitted
in
the
slip footwear.
Employees are provided with special anti
Workplace
floors
are
firm
and
stable.
of the workplaces are appropriately marked.
renovated on a regular basis. Danger zones
Ventilation equipment is maintained and
means are adequately labelled. Workplaces
are equipped with a ventilation system.
Republic of Lithuania.
Fire extinguishing
complies with the relevant laws of the
Reconstructed
fire
reservoir.
It
fully
maintained and tested on a regular basis.
extinguishers and fire safety systems are
number of employees at the workplace. Fire
engineering systems, with due regard to the
extinguishing
means
and
fire
safety
workplaces are provided with adequate fire
materials stored in the construction works,
inside as well as the characteristics of
construction works, the equipment located
Considering the size and the function of
maintained and identified.
Evacuation
routes
are
appropriately
carried out.
inspections
of
construction
works
are
works is under regular monitoring, periodic
regulation. The condition of construction
accordance with the construction technical
firmness
of
construction
works
in
performed in order to ensure stability and
Maintenance
of
construction
works
is
they undergo periodic health checks.
qualification is reviewed on a regular basis,
trainings.
Equipped
with
high-pressure
washing stations
that fully control the dose
of chemicals needed to clean and disinfect
premises and improve staff conditions.
Chemical factors Use of chemical substances
during laboratory tests, cleaning
process of work equipment and
premises.
Occupational risk assessment in workplaces
where
chemical
substances
are
used.
Mandatory
health
checks.
Awareness
raising and training of employees. The use
of personal protective means where there is
exposure to hazardous chemical factors.
Artificial ventilation system is installed.
Ergonomic factors Manual work is present in many
workplaces.
Occupational risk assessment. Mandatory
health checks. Manual and power-driven
carts are used to address ergonomic risk
factors.
Lifts
are
also
used.
Robot
technology is deployed at the Company to
prevent the lifting of heavy weight. Robotic
milk sugar bagging line is installed. Cheese
maturing facility is equipped with a cheese
packaging device; a vacuum lift for shifting
heavy cheeses is also installed
Social factors Employee
Search
and
Recruitment.
Employee
search
in
the
Employment
Agency.
Cooperation with educational
institutions.
Recommendations of employees working in
the company.
Internal
resources
of
the
company
(encourages employees to improve their
skills).
Employee
qualification
and
employee integration into work
processes.
The company has a system for assessing and
developing employee performance. Every
year, employee training
plans are drawn up.
The training is organized both by sending
employees to external seminars organized
by the suppliers and within the group.
Employee
retention
and
reduction of turnover.
The company strives to build a stable team
by
maintaining
good
relationships,
empowering
to
grow,
participate
in
decision-making, giving employee benefits
under the Collective Agreement.
These social
factors do not depend solely on
the company's actions. The company may
be forced to increase investment in robotic
production processes, i.e. to replace manual
work with robots.

11. Information about the aims of financial risk management and the use of hedging measures

The Company and the Group face various financial risks in their operations. The general risk monitoring program of the Group focuses on uncertainties of the financial markets and aims to mitigate possible impact on the financial results of the Group's operations.

The Group has general liability insurance against claims arising from its operations and damages to the Group's products or services. The insurance policy is valid throughout the world.

Risk management is the responsibility of the Management of the Company. The Company does not have a written document which sets out the general principles of risk management.

12. Key aspects of the internal control and risk management systems associated with the formation of consolidated financial accounts

The supervision of the drawing up of the Company's consolidated financial accounts, the internal control and financial risk management systems and compliance with the laws on the drawing up of consolidated financial accounts is carried out by the Audit Committee.

The consolidated accounts of Rokiškio sūris, AB and the financial accounts of the Company are prepared in accordance with the International Financial Reporting Standards (IFRS) adopted for application in the European Union.

The Audit Committee supervises the preparation process of the financial accounts of the Company and Subsidiaries, reviews IFRS so as to ensure timely implementation of all changes to IFRS in the financial reports, analyses the transactions relevant to the operations of the Company and Subsidiaries, ensures information collection from the companies of the Group as well as timely processing and preparation of the information for financial accounting purposes, informs the Board of the Company about significant internal control irregularities related to financial accounts that have been identified by external and internal audit and makes recommendations regarding ways of addressing them.

The preparation of IFRS-compliant financial statements involves the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates are based on the knowledge of the management about current situation and actions. The financial accounts include consolidated financial accounting of the Group and individual financial accounting of the Company.

Subsidiaries are the entities (including special purpose entities) over which the group has the power to govern the financial and operating policies. Control is normally exercised though the ownership of more than a half of the voting rights. When assessing whether the Group controls another company, the existence and effect of the shares or convertible potential shares with voting rights currently held is taken into account. Subsidiaries are fully consolidated from the date when the Group acquires control over these companies, and cease to be consolidated from the date when this control is lost.

The Audit Committee makes recommendations to the Board regarding the choice of external audit undertaking and monitors the way in which the external auditor and the audit undertaking complies with the principles of independence and impartiality.

13. Environment

When implementing its food safety, quality and environmental policy, Rokiškio sūris, AB seeks to reduce environmental impact, implement pollution prevention measures, waste generation so that the operations do not cause undesired impact on air, water and soil. Seeking continuous improvement and mitigation of environmental risks, environmental targets have been set. The assessment and analysis of the operation is performed regularly using five environment observation programs. No negative impact on the environment was determined. The reports are submitted to the Environment Ministry.

In the first half year 2019, the company processed less raw milk compared to 2018, by 20.7%, subsequently consumption of resources increased also.

Consumption of energy resources in the first half year 2019, per 1 ton of raw material:

Thermal power Electricity Water Waste effluent
Increased by 10.5% Increased by 12.2% Increased
by 9.4%
Increased
by 7.1%

During the first half year 2019, 80% of used water was extracted from the company's fresh water bores. The savings of the underground water made 8.5% as it was used the cleaned whey water instead.

The whey from production procedure is fully processed. Nanofiltration, ultrafiltration and reverse osmosis are used in the processing technology. The water extracted from whey ("cow water") complies with the environmental requirements. Effectiveness of cleaning equals to 98% in terms of BDS7. 28.9% of the cleaned water is used second time.

The waste is treated by the internal waste water treatment plant with nitrification and di-nitrification, as well as chemical discharge of phosphorus. The effectiveness of cleaning amounts to 98-99 % in accordance with the controlled parameters.

A part of waste is handled by UAB Rokiškio vandenys, it amounts to 14.4% of total waste. The amount of discharged contaminants with the waste in accordance with BDS7 is equal to 0.45 kg/ ton of raw material.

AB Rokiškio sūris employs 299 vehicles: 174 trucks, 117 cars, and 8 others. 86% of which complies with the requirements set by Euro 1-6. Repair works are carried out in certified auto services.

The comprised waste is handled in accordance with the rules of applicable requirements. In the first half year 2019, it was 214.2 t of household waste, 2.98 t of hazardous waste, and 3,386 t of sludge from waste water treatment plant was used for soil fertilization. It was collected the secondary waste as follows: paper and carton 22.5 t, plastics 48.5 t.

AB Rokiškio sūris has a Licence for integrated prevention and control of pollution (TIPK), which was renewed on 10 July 2019.

ISO 14001:2004 /LST EN ISO 14001:2005 "Environment Protection Management Systems. Requirements and guidance". The certificate issued 17/06/2019, valid until 16/06/2022.

14. FINANCIAL PERFORMANCE

Financial performance Values 30/06/2019 30/06/2018 Change
+/- %
Sales revenues kEUR 89 168 102
202
-13 034 -12.75
Gross profit kEUR 7 249 4
432
2 817 63.56
EBITDA kEUR 2 793 206 2 587 1
255.83
EBIT kEUR (1
891)
(4 285) 2 394 -55.87
Earnings before tax EBT kEUR (1
948)
(4 285) 2 337 -54.54
Net profit/loss kEUR (1
570)
(3 685) 2 115 -57.39
Fixed assets kEUR 65 941 71 965 -6 024 -8.37
Current assets kEUR 109 995 84 103 25 892 30.79
Total assets kEUR 175 936 156 068 19 868 12.73
Shareholders ' equity kEUR 125 243 126 824 -1 581 -1.25
Profitability
Return on assets [ROA] % (0.95) (2.42) 1.47
p.p
-
Return on equity [ROE] % (1.23) (2.82) 1.59
p.p
-
Gross profit
margin
% 8.13 4.34 3.79
p.p.
-
EBITDA margin % 3.13 0.20 2.93
p.p.
-
EBIT margin % (2.12) (4.19) 2.07
p.p.
-
Profitability rate % (2.18) (4.19) 2.01 p.p. -
[EBT margin]
Net profit margin % (1.76) (3.61) 1.85 p.p. -
Financial structure
Debt-to-equity ratio coef. 0.40 0.23 0.17 -
Equity capital to assets coef. 0.71 0.81 -0.10 -
ratio
General liquidity ratio coef. 2.33 3.35 -1.02 -
Market value indicators
Price/earnings ratio (P/E coef. (62) (27) -35 -
ratio)
Net earnings per
share
(0.04) (0.10) 0.06 -
Ratio Method of calculation Meaning of ratio
EBITDA Earnings
before
Interest,
Tax,
EBITDA – Operating profit before depreciation
Depreciation and Amortization of fixed assets, amortization and impairment
costs helps investors to assess the potential for
profit before investing in fixed assets.
EBITDA margin EBITDA / Income EBITDA - the relationship with income shows
the effectiveness of company performance
EBIT Profit before tax and interest, i.e. net EBIT –
operational profit. EBIT is a very
profit + income tax + financial activity important indicator, as all liabilities to creditors
costs. are paid from the operational profit. This
indicator well reflects the company's ability to
generate cash flow.
EBT Profit before tax, i.e. net profit + profit
tax.
Profit before deduction of income tax and
investing and financing activities at net value
Return on assets [ROA] The ratio of EBIT for the past 12
months to the average of the total
assets over the past 12 months.
This indicator shows how much the company's
assets are effectively managed, i.e. share of net
profit to every euro of the company's assets,
which is one of the most popular valuation rates
Return on equity [ROE] The ratio of the net profit of the last 12
months to the average equity of the last
12 months.
The return on equity shows how much euro s of
net profit is attributable to one euro of equity.
This indicator is important for the shareholders,
taking
into
account
their
past
return
on
investment.
Liability to equity ratio Liability/Equity capital The ratio of liabilities to equity shows what the
total
amount
of
long-term
and
short-term
liabilities of the company is per euro of equity.
Debt-to-assets ratio Financial
debts (long-term + short
term) / Assets
It
is
a
financial
indicator
comparing
a
company's financial debts with its entire assets.
The
coefficient
shows
what
part
of
the
company's assets is financed by borrowed
funds.
Debt-to-equity ratio Financial debts (long-term + short
term) / Equity
This is
one of the key financial leverage
indicators. The debt-to-equity ratio shows how
many euros of short-term and long-term debt are
per euro of equity. In calculating debts, all
liabilities of the company related to interest
payment are assessed.
Debt ratio Total liabilities / Total assets The loss coefficient reflects the part of the
Company's
assets
acquired
with
borrowed
funds.
General liquidity ratio The ratio of current assets to current
liabilities
The current liquidity ratio shows the ability of
the company to settle short-term liabilities using
its current assets.
Price/earnings
ratio
(P/E ratio)
Share price at end of period / (Net
profit / Number of shares)
The share price / earnings ratio reflects how
much the investor pays for one euro of net profit
earned by the company in the past period.
Net earnings per share Net profit / Number of shares Earnings per share show how much of the net
profit earned by the company is attributable to
one share in circulation.

Profit/loss report

As of 30 June 2019, the Group's sales revenue amounted to kEUR 89,168. Compared to 2018, the sales revenue of the Group decreased by 12.75%.

On 30 June 2019, the sales revenue of AB Rokiškio sūris group amounted to EUR 89,168 thousand. Cheese and other dairy products account for the major part, 74.1 per cent. Compared to 6 months of 2018, the Group's sales revenue decreased by 12.75 percent.

The management of the company has decided to reduce the production of fresh fermented cheeses and to focus on the production of long-ripened hard cheese. The volume of fresh cheeses has been reduced due to low market prices. Due to falling market prices, export butter also dropped for times as much in 2019. These are the main reasons behind the drop-in sales.

The half year 2019 consolidated non-audited net loss of Rokiškio sūris, AB amounted to kEUR 1,570. The half year 2018 consolidated net loss of the Group amounted to kEUR 3,685.

The loss incurred by the Group during the first half of 2019 was lower compared to the same period last year due to a significant, even 29% reduction in production of fresh fermented cheeses and the refusal to sell products at a loss to other markets.

Increased raw milk prices, especially in the second quarter of 2019, reduced the profitability of products, although fermented cheeses and whey products were sold at lower prices and some products even at higher prices than in 2018.

Margin of operational profit of 6 months 2019 made -2.12%, whilst this ration in the same period of last year was -4.19%.

EBITDA equals to kEUR 2793, which is more by 13.5 times compared to 6 months 2018. (6 months 2018 made kEUR 206)

Margin of EBITDA of 6 months 2019 made 3.13% (6 months 2018 made 0.20%).

Costs:

In the first half year 2019, the sales costs of the Group amounted to kEUR 81,919 (kEUR 97,770 in the same period of 2018). The sales costs decreased by 16.22%, or kEUR 15.851. This change was due to the decrease of sales quantities.

15. Plans and forecasts for the operations of the Group and investments for the year 2019

The operational plans and objectives of Rokiškio sūris, AB are associated with the implementation of the updated 2018 – 2020 strategic plan of the Group of companies; the plan provides for an objective

to increase milk procurement and processing volumes, improve production efficiency through process optimisation, manufacture high added-value products, enhance the trust in its products, promote healthy lifestyle and thus increase the per-capita consumption of dairy products.

The Group plans to invest EUR 10.1 million in the implementation of its goals in 2019.

The main investment areas for 2019 include:

  • Expanding the production of long ripening cheese, innovative technologies in the production of fresh dairy products and deeper processing of whey products.
  • Increasing the competitiveness of the Company by focusing on the sales of cheeses, butter and products obtained from whey to the Far East and other global markets.
  • Conservation of energy resources, curbing adverse environmental impact.
  • Improvement of working conditions for employees.
  • Improving sanitary and hygiene levels in production units.
  • Addressing customer needs for the company's products.

The value of investments made during the first half of 2019 is EUR 7.23 million. Part of these investments are investments started and continued in 2018 and investments started and completed in the first half of 2019.

The main investment in this half year was the installation of a common climate control system, a condenser for a compressor room. Renovated household premises, which will be completed in the second half of the year. Cheese solution filtration line, salting containers, cheese dispensing line, cheese scales and weighing line, tanks, electric forklifts are installed in production units. Special transport was purchased to transport the products. Investments in the production and ripening of Grand cheese are ongoing and will continue in the second half.

The subsidiary in Utena has built a butter packing line, transportation equipment of milk powders, 10 tanks for storage and keeping of products, and equipment for the production of extended shelf life sour dairy products.

Built-in air preparation system and gas air preparation unit. Reconstruction of the roof of the industrial premises was completed.

INFORMATION ON THE COMPANY'S SHAREHOLDERS AND SHARES

16. Information on the Company's Authorized capital

As of June 30, 2019, the Authorized capital of Rokiškio sūris, AB consisted of:

Type of shares Number of
shares
(units)
Par value
EUR)
Total par value,
(EUR)
Share of
authorized
capital (%)
Ordinary registered
shares
35,867,970 0.29 10,401,711.30 100.00

17. Contracts of the Company with the financial brokerage undertakings

Rokiškio sūris, AB has a contract with FMĮ Orion Securities, UAB (address: 4, A.Tumėno g., LT-01109. Vilnius, phone No. +370 5 231 3833, i[email protected] ) regarding the administration of securities issued by the Company and provision of investment services.

18. Data about trade in issuer's securities on regulated markets

35,867,970 units of ordinary registered shares of Rokiškio sūris, AB are entered in NASDAQ Vilnius official trading list for the Baltics. (Vilnius Stock Exchange symbol RSU1L). Par value of one share: EUR 0.29.

The company has been listed since 25 July, 1995.

The Company's shares are listed in OMX Baltic Benchmark index.

The Company has not issued debt securities for public stock trading.

The Company has not issued or registered debt securities for non-public stock trading.

There are no securities which do not certify participation in the Authorized Capital but the turnover whereof is regulated under the Law on Securities of the Republic of Lithuania.

There was no trading on other stock exchanges and other organised markets.

Trading statistics:

6 months
2016
6 months
2017
6 months
2018
6 months
2019
Price at the most recent trading session,
EUR
1.39 2.39 2.70 2.48
Highest price, EUR 1.43 2.39 2.81 2.75
Lowest price, EUR 1.32 1.69 2.54 2.48
Turnover, units 171 016 534 356 169
172
58 954
Turnover, kEUR 237 1.041 458 150
Capitalisation, kEUR 49.856 77.152 96.844 88.953

Share price and turnover dynamics during the reporting period

Source: NASDAQ Vilnius, AB website

https://www.nasdaqbaltic.com/market/?instrument=LT0000100372&list=2&pg=details&tab=historical&lang=lt&currenc y=0&date=&start=2019.01.01&end=2019.06.30

Share price and turnover dynamics during 4 years' period

Source: NASDAQ Vilnius, AB website

https://www.nasdaqbaltic.com/market/?instrument=LT0000100372&list=2&pg=details&tab=historical&currencc =0&date=&start=2015.06.30&end=2019.06.30&lang=en

Dynamics of the Company's shares (RSU1L), OMX Baltic Benchmark and OMX Vilnius indexes:

Source: NASDAQ Vilnius, AB website

https://www.nasdaqbaltic.com/market/?pg=charts&lang=en&idx\_main%5B%5D=OMXBBGI&idx\_main%5B%5D=OM XV&add\_index=OMXBBPI&add\_equity=LT0000128696&idx\_equity%5B%5D=LT0000100372&period=other&start= 01.01.2019&end=30.06.2019

Chart data:

Index/Equity 01.01.2019 30.06.2019 +/-%
OMX Baltic Benchmark GI 873.81 959.52 9,81
OMX Vilnius 616.90 665.87 7,94
RSU1L 2.51 EUR 2.48 EUR -1.20

19. Limitation on transference of securities:

There are no limitations to share packages or any claims against the Company or other holders of the securities.

20. Procedure for amending the Articles of Association

The procedure for amending the Articles of Association of the Company is provided in the laws of the Republic of Lithuania and the Articles of Association of the Company. Decisions to amend the Articles of Association of the Company are adopted by a qualified 2/3 majority of the votes held by the shareholders attending the meeting, except for the cases laid down in the Law on Stock Corporations of the Republic of Lithuania.

When the general meeting of shareholders adopts a decision to amend the Articles of Association of the Company, a new working of the Articles of Association shall be drawn up; it shall be signed by a person authorised by the general meeting of shareholders.

Any amendments of or additions to the Articles of Association of the Company shall enter into force only after they are registered in accordance with the procedure established in the laws of the Republic of Lithuania.

21. Information about the shareholders of the Company

As of 30 June, 2019, the total number of shareholders of Rokiškio sūris, AB was 5,247.

Package held by a group of shareholders (as of 30 June, 2019):

Name, surname
Company name
Registration number
Address Held under ownership
right
With
associated
persons*
Number of
ordinary
registered
shares
Share of
capital
and votes,
%
Share of
capital and
votes, %
Pieno pramonės investicijų
valdymas, UAB
Code
173748857
Pramonės str. 3,
Rokiškis
Lithuania
9 758 312 27.21
SIA RSU Holding, reg.
No.
40103739795
Elizabetes iela 45/47,
LV-1010 Riga
8 953 883 24.96
Antanas Trumpa
Board Chairman of the Company
Sodų 41a, Rokiškis
Lithuania
6 980 233 19.46 81.86*
Fonterra (Europe) Coöperatie
U.A.,
CCI 50122541
Barbara Strozzilaan
356-360, EurBld2, 3e
verdieping, 1083HN
Amsterdam, The
Netherlands
3 586 797 10.00
Dalius Trumpa
CEO of the Company
Sodų g.31, Rokiškis
Lithuania
83 500 0.23
Investment and pension funds
owned by INVL Asset
Management, UAB
Gynėjų str.14, Vilnius
Lithuania
1
851 846
5.16

*The group of jointly-acting persons consists of: Pieno pramonės investicijų valdymas, UAB (27.21% the authorized capital and votes of the Company), SIA RSU Holding (24.96% of the authorized capital and votes of the Company), strategic investor Fonterra (Europe) Coöperatie U.A. (10.00% of the authorised capital and votes of the Company), Antanas Trumpa (19.46% of authorized capital and votes of the Company) and Company CEO Dalius Trumpa (0.23% of the authorized capital and votes of the Company).

22. Rights of Shareholders

Non-property rights of shareholders:

  • 1) the right to attend general meetings of shareholders;
  • 2) the right to make advance inquiries addressed to the company in regards with the items on the agenda of general meeting of shareholders;
  • 3) the right to vote at the general meeting of shareholders in accordance with the rights granted by shares;
  • 4) the right to receive company information specified in Article 18(1) of the Law on Stock Corporations of the Republic of Lithuania;
  • 5) the right to approach a court with a claim for compensation of damages to the Company caused by failure to perform or poor performance on the part of the Company CEO and Board members of their duties established in the Lam on Stock Companies and other laws of the Republic of Lithuania as well as in the present Articles of Association , also in other cases established under the law.
  • 6) other non-property rights established in the laws of the Republic of Lithuania.

Property rights of shareholders:

1) the right to receive a part of the profit of the Company (dividend);

2) the right to receive funds of the Company when the authorised capital of the Company is reduced in order to pay the funds of the Company to the shareholders;

3) receive shares free of charge when the authorised capital is increased with the funds of the Company, except for the derogation established in Article 42(3) of the Law on Stock Corporations of the Republic of Lithuania and in the case established in Article 471of the Law on Stock Corporations of the Republic of Lithuania.

4) priority right in acquiring the shares or convertible bonds issued by the Company, unless the general meeting of shareholders decides to revoke the priority right for all shareholders in accordance with procedure laid down in the Law on Stock Corporations of the Republic of Lithuania;

5) lend funds to the Company in the manner established in the laws; when borrowing from its shareholders, the Company shall be prohibited form pledging its assets to the shareholders. When the Company borrows from a shareholder, the interest must not exceed the average interest rate of the local commercial banks on the day of contracting. In this case the Company and shareholders may not agree to apply a higher interest rate;

6) receive a part of the assets of the Company if it enters into liquidation;

7) other property rights established in the laws of the Republic of Lithuania.

The rights stipulated in paragraphs 1, 2, 3 and 4 shall apply to the persons who were shareholders of the Company in the end of the tenth business day after the general meeting of shareholders which adopted the respective decision.

23. Shareholders with special control rights and description of the rights.

There are no shareholders with special control rights.

24. Information about all restrictions on the voting rights.

There are no shareholders whose voting rights are restricted.

25. Information about the purchase of own shares by issuer

As of June 30, 2019, AB Rokiškio sūris owned 806,317 treasury shares, representing 2.25% of the Company's authorized capital. The total price of AB Rokiškio sūris shares was EUR 2,108,397.82. The Company acquired its own shares in 2018. The shares were acquired following the decision of the General Meeting of Shareholders of AB "Rokiškio sūris" on April 27, 2018, through the tender offer market of Nasdaq Vilnius Stock Exchange.

The Company's own repurchased shares have no voting rights.

During the reporting period AB Rokiškio sūris did not transfer its own shares.

26. Dividends

The decision on the assessment and payment of dividends is made by the general meeting of shareholders at the time of distributing the distributable profit of the Company. The dividends assessed by the Company shall be paid within 1 months from the date of the profit distribution decision.

Dividends may be assessed for the fiscal year or a period shorter than the fiscal year.

The general meeting of shareholders must not decide to assess and pay dividends if at least one of the following conditions exists:

  • 1) the Company has outstanding liabilities the maturity whereof has expired prior to the date of the decision;
  • 2) the amount of the distributable profit (loss) of the fiscal year is negative (the Company has generated a loss);
  • 3) the own capital of the Company is below the aggregate amount of the authorised capital of the Company, the mandatory reserve, the revaluation reserve and the reserve for the acquisition of own shares, or would fall below the amount after the dividends are paid.

The Company must not pay dividends, annual payments to Board members and employee bonuses, unless it has paid statutory taxes within the established time limits.

The persons who were shareholders of the Company or were otherwise legally entitled to dividends at the end of the rights accounting day of the general meeting of shareholders which declared the dividends (at the end of the tenth day after the general meeting of shareholders that issued the decision) shall be entitled to collect dividends.

Year Dividend amount,
EUR
Dividend
amount
per
share, EUR
Net profit per
share, EUR
Dividend
payment
coefficient
2009 1,113,439.35 0.0290 0.1101 0.26
2010 1,038,808.21 0.0290 0.1883 0.15
2011 1,015,578.08 0.0290 0.2288 0.13
2012 1,015,578.08 0.0290 0.2433 0.12
2013 1,015,578.08 0.0290 0.2693 0.11
2014 Dividends were not paid

Dividends assessed and paid and the indicators thereof during 10 recent years:

2015 2,341,737.37 0.0700 0.1086 0.64
2016 3,228,117.30 0.1000 0.3162 0.32
2017 3,586,797.00 0.1000 0.2421 0.41
2018 3,506,165.30 0.1000 0.0537 1.86

MANAGEMENT OF THE COMPANY

27. Management bodies of the Company

The following management bodies of the Company are provided for in the Articles of Association of the Rokiškio sūris, AB entered in the Register of Legal Persons:

  • General meeting of shareholders,
  • Board
  • Company CEO (Director)

The Supervisory Board shall not be formed at the Company.

28. Organizational structure of the management of the Company and the Company group

The management structure of Rokiškio sūris, AB is organised on the basis of the principal functions, i.e. sales, production, finance management, milk procurement, central services and development. The strategy, tactics and objectives of the Group are set forth by functional director in accordance with the functions assigned to them.

29. Information on the powers of and the procedure for convening the General Meeting of Shareholders

The powers of and the procedure for convening the General Meeting of Shareholders shall not differ from those provided for in the Law on Companies.

The right of initiative to convene the General Meeting of Shareholders of Rokiškio sūris, AB shall be exercised by the Board and shareholders whose shares grant at least 1/10 of all votes at the General Meeting of Shareholders.

A notice of the convening of the General Meeting of Shareholders of the Company must be published in the Republic of Lithuania and all other EU member states as well as countries of the European Economic Area not later than 21 days before the General Meeting of Shareholders according to the procedure laid down in the Law on Securities. A notice of the convening of the General Meeting of Shareholders shall also be published in the electronic publication Juridinių Asmenų Vieši Pranešimai (Public Notices of Legal Entities) issued by the State Enterprise Centre of Registers (VĮ Registrų Centras) as provided for in the Articles of Association.

The persons who were shareholders of the Company at the close of the accounting day of the General Meeting of Shareholders shall have the right to attend and vote at the General Meeting of Shareholders or repeat General Meeting of Shareholders in person, unless otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder's right to attend the General Meeting of Shareholders shall also cover the right to speak and to enquire. The record date of the meeting of a public limited liability company shall be the fifth working day before the General Meeting of Shareholders or the fifth working day before the repeat General Meeting of Shareholders.

A shareholder may vote in writing by filling in a general ballot paper. The form of a general ballot paper is available on the website of the Company www.rokiskio.com, in the section "For investors", and is also provided with draft resolutions submitted by the Company via the Central Storage Facility. The filled-in general ballot paper shall be signed by the shareholder or his authorised person. The filled-in general ballot paper signed by the shareholder or another person entitled to vote as well as the document confirming the right to vote shall be submitted to the Company in writing not later than the last working day before the Meeting, by sending them by registered mail to the following address: Pramonės g. 3, LT- 42150, Rokiškis, or delivering to the registered office of the Company against its signed acknowledgement on working days.

The Company shall not provide a possibility to attend the Meeting and to vote by means of electronic communications.

A General Meeting of Shareholders may take decisions and shall be held valid if attended by the shareholders who hold the shares carrying not less than ½ of all votes. After the presence of a quorum has been established, the quorum shall be deemed to be present throughout the Meeting. If the quorum is not present, the General Meeting of Shareholders shall be considered invalid and a repeat General Meeting of Shareholders must be convened, which shall be authorised to take decisions only on the issues on the agenda of the meeting that was not held and to which the quorum requirement shall not apply. The repeat General Meeting of Shareholders shall be convened after the lapse of at least 14 days and not later than after the lapse of 21 days following the day of the General Meeting of Shareholders which was not held. The shareholders must be notified of the repeat General

Meeting of Shareholders in the manner specified in Article 261 (3) of the Law on Companies not later than 14 days before the repeat General Meeting of Shareholders.

An annual general meeting of shareholders must be held every year not later than within four months from the end of the financial year.

The shareholders who hold shares carrying at least 1/20 of all the votes shall have the right to propose issues to supplement the agenda. Draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders shall be submitted alongside with the proposal. A proposal to supplement the agenda shall be submitted in writing, by sending it by registered mail to the address of Rokiškio sūris, AB: Pramonės g.3, LT-42150 Rokiškis, or by e-mail: [email protected].The agenda shall be supplemented where the proposal is received not later than 14 days before the General Meeting of Shareholders.

The shareholders who hold shares carrying at least 1/20 of all the votes shall have the right to propose new draft decisions on issues on the agenda of the Meeting. Proposed draft decisions shall be submitted in writing, by sending them by registered mail to the address of Rokiškio sūris, AB: Pramonės g.3, LT-42150 Rokiškis, or by e-mail: [email protected]. The shareholders shall also have the right to propose draft decisions on the issues of the agenda of the Meeting in writing during the Meeting.

The shareholders attending the general meeting of shareholders shall be registered in the shareholder registration list. This list must indicate the number of votes granted to each shareholder by the shares held by him.

A person attending the General Meeting of Shareholders and entitled to vote shall produce a document which is a proof of his identity. A person who is not a shareholder must additionally produce a document confirming his right to vote at the General Meeting of Shareholders. The requirement to present the document confirming a person's identity shall not apply if votes are cast in writing by filling in a general voting ballot. The form of a general ballot paper is available on the website of the Company www.rokiskio.com, in the section "For investors".

If a shareholder requests so, the Company shall, at least 10 days before the General Meeting of Shareholders, send the general ballot paper by registered mail or deliver it to the shareholder in person against his signed acknowledgement of receipt. The filled-in general ballot paper shall be signed by the shareholder or his authorised person. The filled-in general ballot paper signed by the shareholder or another person entitled to vote as well as the document confirming the right to vote shall be submitted to the Company in writing not later than the last working day before the Meeting, by sending them by registered mail to the following address: Pramonės g. 3, LT- 42150, Rokiškis, or delivering to the registered office of the Company, by the address indicated above, against its signed acknowledgement on working days.

The right to vote at other General Meetings of Shareholders shall be granted only by fully paid-up shares. Each share shall give one vote at the General Meeting of Shareholders.

The General Meeting of Shareholders shall have the exclusive right to:

1) amend the Articles of Association of the Company;

2) change the registered office of the Company;

3) elect the members of the Supervisory Board; if the Supervisory Board is not formed, elect members of the Board, if neither the Supervisory Board nor the Board is formed, elect the Manager of the Company;

4) remove the Supervisory Board or its members, also the Board or its members elected by the General Meeting of Shareholders and the Manager of the Company;

5) select and remove an auditor or an audit firm for carrying out the audit of a set of annual financial statements, establish payment conditions for audit services;

6) determine the class, number, nominal value and the minimum issue price of the shares issued by the Company;

7) take a decision on conversion of the Company's shares of one class into shares of another class, approve the share conversion procedure;

8) take a decision on changing the number of shares of the same class issued by the Company or the nominal value of the shares without changing the amount of the authorised capital;

9) approve the set of annual financial statements;

10) take a decision on profit/loss distribution;

11) take a decision on the building-up, use, reduction and liquidation of reserves;

12) approve the set of interim financial statements drawn up for the purpose of adoption of a decision on the allocation of dividends for a period shorter than the financial year;

13) take a decision on the allocation of dividends for a period shorter than the financial year;

14) take a decision on the issue of convertible debentures;

15) take a decision on withdrawal for all the shareholders the right of pre-emption in acquiring the Company's shares or convertible debentures of a specific issue;

16) take a decision on increase of the authorised capital;

17) take a decision on reduction of the authorised capital, except where otherwise provided for by the Law on Companies;

18) take a decision on the Company's acquisition of its own shares;

19) take a decision on allocation of the Shares to employees and/or members of the management bodies;

20) to approve the Rules of the Allocation of Shares;

21) to approve the remuneration policy;

22) take a decision on the reorganisation or split-off of the Company and approve the terms of reorganisation or split-off;

23) take a decision on conversion of the Company;

24) take a decision on the restructuring of the Company in the cases specified by the Law on Restructuring of Enterprises;

25) take a decision on liquidation of the Company or on cancellation of the liquidation of the Company, except where otherwise provided for by the Law on Companies;

26) elect and remove the liquidator of the Company, except where otherwise provided for by the Law on Companies.

The General Meeting of Shareholders may also decide on other matters assigned to its powers by the Articles of Association of the Company, unless these have been assigned under the Law on Companies to the powers of other bodies of the Company and provided that, in their essence, these are not the functions of the management bodies.

A decision of the General Meeting of Shareholders shall be considered taken if more votes of the shareholders have been cast for it than against it, except for the issues mentioned in Points 1, 6, 7, 8, 10, 11, 13, 14, 15, 16, 17, 20, 21, 22, 23, 24 and 25 above, a decision on which shall be taken by 2/3 (two thirds) of all the votes carried by the shares held by the shareholders attending the Meeting, and the issue mentioned in Point 15, a decision on which shall require 3/4 (three thirds) of all the votes carried by the shares held by the shareholders attending the Meeting and entitled to vote on this issue.

30. Board of the Company

The Board shall be a collegial management body of the company which has 5 (five) members. The members of the Board shall be elected and removed from office by the General Meeting of Shareholders in accordance with the procedure laid down by the Law on Companies. The members of the Board shall elect the Chairperson of the Board. The number of the terms of office of a member of the Board shall not be limited. Only a natural person may be elected a member of the Board. The following persons may not be a member of the Board: a member of the Supervisory Board of the Company (should the Supervisory Board be formed in the Company) and a person who may not hold this office under legal acts. The powers of the members of the Board are defined in the Law on Companies and in the Articles of Association of the Company.

If the Board is removed from office, resigns, or discontinues to perform its duties for any other reasons before the end of the term of office, a new Board shall be elected for a new term of office of the Board. If individual members of the Board are elected, they shall serve only until the expiry of the term of office of the current Board.

The Board may adopt decisions and its meeting shall be deemed to have been held when the meeting is attended by 2/3 or more of the Members of the Board. The Members of the Board who have voted in advance shall also be deemed to be present at the meeting. A decision of the Board shall be adopted if more votes for it are received than the votes against it.

Members of the Board are paid bonuses for their work on the Board in accordance with the procedure laid down in Article 59 of the Law on Companies of the Republic of Lithuania. The amount of bonuses depends on the performance of the Company. The decision on the payment of bonuses shall be taken by the General Meeting of Shareholders.

No other additional payments related to the motivation system are provided for the Chairperson of the Board. The members of the Board have not authorised any other persons to perform the functions assigned to the scope of the powers of the Board.

Members of the Board of Rokiškio sūris, AB

(Elected at the General Meeting of Shareholders held on 13 December 2017)

Antanas Trumpathe Chairperson of the Board (from 13 December 2017)

Work experience Antanas Trumpa worked in the Company since 1966
1971–2017 –
the Manager (Director) of the Company
Education In 1966, he graduated from Kaunas Polytechnic Institute,
Faculty of Equipment for Food Industry, and acquired the
qualification of Mechanical Engineer In 1979, he defended
the Ph. D. thesis titled "Organisation of Operation of
Vacuum
Apparatus"
in
Kaunas
Polytechnic
Institute
On 12 October 1994, the Lithuanian Science Council
nostrificated the thesis for a doctoral degree
Shares of Rokiškio sūris, AB held Antanas Trumpa directly holds 6,980,233 shares (19.46%
of the authorised capital and votes)
His
holding
jointly
with
other
persons
amounts
to
29,362,725 shares (81.86% of the authorised capital and
votes)
Participation in
the activities of other
Board Chairperson at Rokiškio Pienas
(code 300561844,
companies adr. Pramones str.8, Utena), UAB and Rokiškio Pieno
Gamyba UAB
(code 303055649, adr. Pramonės g.8,
Utena).
Shareholder of Pieno Pramonės Investicijų Valdymas,
UAB, (code 173748857, adr. Pramonės str.3, Rokiškis)
owning 7,152, i.e. 70.95%, of the shares of and voting
rights in the company.

Antanas Kavaliauskas – Deputy Chairperson of the Board

He is a member of the Board since 2005 (and was elected for a new 4-years term of office by the General Meeting of Shareholders held on 13 December 2017)

Work experience From 2002, Chief Financial Officer of Rokiškio Sūris, AB
Education Faculty
of
Management
of
Kaunas
University
of
Technology;
Master
of
Financial
Management
Member of ACCA (Association of Chartered Certified
Accountants)
Shares of Rokiškio sūris, AB held No shares held
Participation in the activities of other Shareholder of Pieno Pramonės Investicijų Valdymas,
companies UAB (code 173748857, adr. Pramonės str.3, Rokiškis)
owning
3.91% of the shares of and voting rights in the
company.
Board Chairperson of the Latvian-based SIA Jekabpils
Piena Kombinats
(code 45402008851, adr. Akmenu iela 1,
Jekabpils, Latvia)
no shares held.

Paul M Campbell – Member of the Board of the Company

(Elected for a 4-year term of office at the General Meeting of Shareholders held on 13 December 2017)

Work experience Director for Special Projects at Fonterra Co-operative
Group Ltd. He works in the Co-operative since 1984 and
held
various posts in Fonterra in the following fields:
general
management,
management
of
joint
ventures,
marketing, engineering and finance in New Zealand,
Japan,
and
North
Africa
Currently, Paul M Campbell resides in London
Education The University of Canterbury in New Zealand; Chemical
and Industrial Engineering
Massey University in New Zealand; Diploma in Dairy
Industry Science and Technology
Shares of Rokiškio sūris, AB held No shares held
Participation in other activities Mr Campbell is director of many international joint
ventures of Fonterra. The main employer -
Fonterra
logistics (UK) Ltd., (company number 03718518 adr.,
Delta 200, Delta Business Park., Great Western Way,
Swindor SN5 7XP, UK). Position –
Director Special
Projects.

Ramūnas Vanagas – Member of the Board of the Company

A member of the Board since 2006 (elected for a new 4-years term of office by the General Meeting of Shareholders on 13 December 2017)

Work experience From 2005, Business Development Director of Rokiškio
Sūris, AB
Education Lithuanian Academy of Agriculture; major in Economics
and Management
Shares of Rokiškio sūris, AB held No shares held
Participation in the activities of other
companies
Shareholder of Pieno Pramonės Investicijų Valdymas
(code 173748857, adr. Pramonės str.3, Rokiškis), UAB
owning 3.91% of the shares of and voting rights in the
company
Board person of the Latvian-based SIA Jekabpils Piena
Kombinats
(code 45402008851, adr. Akmenu iela 1,
Jekabpils, Latvia) no
shares held.

Darius Norkus – Member of the Board of the Company

A member of the Board since 2008 (elected for a new 4-years term of office by the General Meeting of Shareholders on 13 December 2017)

Work experience From 2005, Sales and Marketing Director
Education Kaunas University of Technology; Diploma of Engineer
(1993) Baltic Management Institute, Master's Degree in
Business Administration (EMBA programme, 2000).
Shares
of Rokiškio sūris, AB held
No shares held
Participation in the activities of other
companies
Shareholder of Pieno Pramonės Investicijų Valdymas,
UAB (code 173748857, adr. Pramonės str.3, Rokiškis),
owning 3.91% of the shares of and voting rights in
the
company.

Manager (Director) of the Company

The Manager (Director) of the Company shall be a single-person management body, who shall organise daily activities of the Company, considers and decides on issues of the Long-term Strategic Plan and Business Plan of the Company. In the Company's relations with other persons, the Director shall act at his own discretion on behalf of the Company.

The Manager of the Company shall take part in all General Meetings of Shareholders held (including those in the reporting period).

The duties and powers of the Director are defined in the Law on Companies and in the Articles of Association of the Company.

Information on the Manager (Director) of the Company

Dalius TrumpaManager (Director) of the Company

(appointed by the Board of the Company as of 1 January 2018)

Work experience Dalius Trumpa works in Rokiškio sūris, AB since 1991
2002–2006, Production Director of Rokiškio sūris, AB
2007–2017, Deputy Director of Rokiškio sūris, AB
From 1 January 2018, Director of Rokiškio Sūris, AB
From 2 January 2007, Director of the subsidiary Rokiškio
Pienas, UAB
From 29 April 2013, Director of the subsidiary Rokiškio
Pieno Gamyba, UAB
Education Kaunas University of Technology; major in Food Industry
Machinery and Apparatus; Mechanical Engineer
Shares of Rokiškio sūris, AB held He directly holds 83,500 shares (0.23% of the authorised
capital and votes)
His
holding
jointly
with
other
persons
amounts
to
29,362,725 shares (81.86% of the authorised capital and
votes)
Participation in the activities of other
companies
From 2004, Director of Rokvalda
UAB (code 300059165,
adr. Basanavičiaus str.16A-125, Vilnius), holding 100% of
shares and votes.
From 2010, Chairperson of the Board of the Latvian-based
SIA Kaunata
(code 240300369, adr. Rogs, Kaunata pag.,
Rezeknes nov., Latvia)
holding no shares of the company
From 11 December 2013, Director of SIA RSU Holding
(code 40103739795, adr. Elizabetes
iela 45/47, Riga),
owning 100% of the company's shares
Shareholder of Pieno Pramonės Investicijų Valdymas
UAB (code 173748857, adr. Pramones str.3, Rokiškis)
owning 3.91% of the shares of and voting rights in the
company.

31. Committees set up in the Company

Audit Committee of Rokiškio sūris, AB

The Audit Committee of the Company consists of 3 members, including 2 independent ones. The term of office of the Audit Committee is four years. The members of the Audit Committee shall be

elected by the General Meeting of Shareholders upon the recommendation of the Board of the Company. The members of the Audit Committee were elected by the General Meeting of Shareholders held on 28 April 2013. The term of office of the Audit Committee shall end on 28 April 2021.

The Audit Committee is a collegial body, which adopts decisions at its meetings. The Audit Committee may adopt decisions and its meeting shall be deemed to have been held when it is attended by at least 2 (two) members of the Committee. A decision shall be deemed to have been adopted when it is voted for by at least two members of the Audit Committee attending the meeting.

The functions, rights, and obligations of the Audit Committee shall be governed by the Provisions for the Establishment and Activities of the Audit Committee of Rokiškio sūris, AB approved by the General Meeting of Shareholders of the Company as well as in other documents governing the activities of the Audit Committee.

Main functions of the Audit Committee

  1. To monitor the process of preparation of the financial statements of the Company and its subsidiaries;

  2. To monitor the efficiency of the internal control, risk management, and internal audit systems of the Company;

  3. To provide recommendations to the Board of the Company on the selection of an external audit firm and to monitor the process of the audit;

  4. To monitor the compliance of the external auditor and audit firm with the principles of independence and impartiality;

  5. To inform the Board of the Company about any significant internal control deficiencies relating to financial statements found by external and internal audit and to provide recommendations on their correction;

  6. To act fairly and responsibly in the interest for the benefit of the Company and its shareholders.

Members of the Audit Committee:

Kęstutis Kirejevas – an independent member, Director of EuropaPrint, UAB, holding no shares of Rokiškio sūris, AB

Kęstutis Gataveckas – an independent member, Director of Perlo Paslaugos, UAB, holding no shares of Rokiškio sūris, AB

Rasa Žukauskaitė – an employee of Rokiškio Sūris AB, Finance Department, holding 2 shares of Rokiškio sūris, AB

No other committees are established in the Company.

32. Management of the Company

Members of the management team of the Company

Position Forename and surname In office since
Director Dalius Trumpa 01/01/2018
Chief Financial Officer Antanas Kavaliauskas 01/05/2002
Business Development Director Ramūnas Vanagas 27/09/2005
Central Services Director Jonas Kvedaravičius 01/05/2002
Logistics Director Jonas Kubilius 16/05/2002
Procurement Director Evaldas Dikmonas 14/05/2002
Sales and Marketing Director Darius Norkus 18/07/2001

Management team bonus system

The members of the management team of the Company are paid wages and also receive variable components of pay which depend on the performance of the Company, market situation and other factors. There are no management team bonus systems established in the Company.

33. Employees

As of 30 June 2019, the average number of employees of Rokiškio sūris, AB was 1,454. Compared to 2018 (1,495), it decreased by 2.7% or 41 employees. The decrease in the number of employees occurred due to the ongoing technical reorganisation of the Company and also due to seasonal workforce fluctuations.

In the reporting period, workers accounted for 82.2% of all employees of the Company (as compares to 82.4% in 2018), specialists accounted for 17.3% (17.0% in 2018), while the number of the managerial staff remained unchanged.

Employees of the Group of the Company by categories

Employee group Average number of employees Change
30/06/2019 (%)
Management* 8 8 0
Specialists 251 255 -1.57
Workers 1195 1232 -3.00
Total: 1454 1495 -2.74

*The managerial staff of the Company shall be understood as its Directors

The Company employs people with high qualifications. Out of them, 11.0% were graduates of higher education institutions (10.7% in 2018), 50.8% had professional post-secondary education (51.8% in 2018), 38.14% were people with secondary education (34.4% in 2018), and 0.06% had partially completed secondary education (0.01% in 2018).

Labour remuneration system

The Company has an efficient and fair remuneration system in place. Its aim is to attract, maintain, and motivate employees. All employment contracts with employees of the Company, including those

with the managerial staff, have been drawn up in accordance with the requirements of the Labour Code of the Republic of Lithuania. Employees are hired and dismissed in accordance with the requirements of the Labour Code.

Average monthly salary at the Rokiškio sūris, AB Group, by employee groups

Employee group Average monthly wages (gross), EUR Change
(%)
30/06/2019 30/06/2018*
Managerial staff 2,674 2,468 +8.35
Specialists 1,533 1,422 +7.81
Workers 1,153 1,106 +4.25
Group average 1,229 1,169 +5.13

* For comparability of data, the average wage in 2018 was increased by 1,289 times

The average monthly wages are calculated in accordance with Resolution No 496 of the Government of the Republic of Lithuania dated 21 June 2017.

Wages payable to the employees of Rokiškio sūris, AB include the following components:

1) fixed remuneration for work performed, i.e. the monthly salary provided for in the employment contract;

2) piece-work pay, i.e. remuneration for workers of production shops, sales divisions, and warehouses is paid according to the volume of their actual work and at approved rates;

3) variable component of remuneration in accordance with the Regulations of the Incentive Fund approved in the Collective Agreement.

From 2004, the Company has been applying a remuneration procedure, which establishes variable components of pay depending on the performance of the Company, market situation, and other factors. Variable components of pay are allocated to every division in accordance with the approved functional management system. The remuneration procedure is subject to approval by the Manager of the Company.

Every production shop or division of the Company has an approved procedure for the distribution of the incentive fund which provides for employee appraisal criteria and incentives for employees. Employee appraisal is one of the key tasks of the Company in ensuring efficient work organisation in the pursuance of its objectives, building positive relationship between managers and their subordinates, and fostering staff motivation.

Employees of the companies of the Group are guaranteed the right to participate in activities of trade unions. The companies have a trade union committee, which defends its members' labour, economic, and social rights and interests, right to employment, social guarantees, takes care of the professional qualification improvement, builds up professional ethics, and works towards increasing the wages and other income of food industry workers.

34. Information on agreements between the Company and members of its bodies, members of its committees, or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of change of control of the issuer

There are no agreements between the Company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of change of control of the Company. All employment contracts with employees of the Company, including those with the members of its management, have been drawn up in accordance with the requirements of the Labour Code of the Republic of Lithuania. The Company does not provide for any additional payments in the form of shares.

INFORMATION ON RELATED-PARTY TRANSACTIONS AND SIGNIFICANT AGREEMENTS

35. Related-party transactions

Interested-person/related-party transactions are disclosed in Note 7 (Page 54) to the Consolidated Financial Statements of the Company for 6 months 2019.

In the period of 6 months 2019, there are no related-party transactions concluded at unusual market conditions and (or) non-attributable to the Company's business nature, and (or) having made significant influence on the Company, its finance, assets or obligations.

36. Information on injurious transaction concluded on behalf of the issuer

During the reporting period, there were no injurious transactions failing to comply with the Company's objectives or normal market conditions, infringing the interests of the shareholders or other groups of persons, or adversely affecting of threatening to adversely affect in future the Company's operations or performance. There were no transactions concluded due to conflicts of interests between the obligations of the Company's managers, controlling shareholders, or other related parties toward the Company and their private interests and/or obligations.

A SET OF OPERATIONAL RESULTS AND INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF ROKISKIO SURIS AB FOR FIRST SIX MONTHS 2019

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30 th June 2019

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

37. Consolidated Balance sheet

June 30, 2019 December 31, 2018 June 30, 2018
PROPERTY
Long-term tangible assets 60,853 59,022 58,489
Intangible assets 9 11 12
Held-to-maturity investments - - 6,956
Other non-current receivables,
prepayments and loans granted 5,079 4,948 6,508
65,941 64,140 71,965
Current assets
Inventories 67,610 53,866 35,464
Receivables and advance payments 34,786 45,280 38,343
Loans granted 3,915 3,029 4,888
Prepaid income tax 1,452 1,277 1,495
Cash and cash equivalents 2,232 2,619 3,913
109,995 106,071 84,103
Total assets 175,936 170,211 156,068
EQUITY AND LIABILITIES
Capital and reserves
Ordinary shares 10,402 10,402 10,402
Share premium 18,073 18,073 18,073
Reserve for acquisition of treasury
shares
Treasury shares
10,850
(2,108)
10,850
(2,108)
10,850
-
Other reserves 16,572 17,391 18,765
Retained earnings 71,453 75,711 68,734
125,242 130,319 126,824
Non-current liabilities
Deferred income tax liability 1,145 1,445 1,810
Non-current provisions 683 683 683
Deferred income 1,709 1,483 1,660
3,537 3,611 4,153
Current liabilities
Trade and other payables 18,482 21,380 20,067
Tax liabilities - - -
Deferred income 2,665 405 419
Current provisions 404 404 404
Borrowings 25,606 14,092 4,201
47,157 36,281 25,091
Total equity and liabilities 175,936 170,211 156,068

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30 th June 2019 Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

38. Consolidated Statement of comprehensive income

January - June
2019 2018
Sales 89,168 102,202
Cost of sales (81,919) (97,770)
Gross profit 7,249 4,432
Selling and marketing expenses (9,140) (8,717)
Operating profit (loss) (1,891) (4,285)
Finance costs (57) -
Profit before tax (1,948) (4,285)
Income tax 378 600
Operating activity income (loss) (1,570) (3,685)
Net profit (loss) (1,570) (3,685)
Other comprehensive income - -
Total comprehensive income (loss) for the year (1,570) (3,685)

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30 th June 2019

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

39. Consolidated cash flow statement

January-June
Operating activities 2019 2018
Profit before tax and minority interest (1,570) (4,285)
Corrections:

depreciation
4,683 4,490

amortization (negative prestige not included)
2 1

write-off of property, plant and equipment and intangible assets
- 29

loss on disposal of property, plant and equipment
- 10

interest expense
117 -

interest income
(286) (257)

net unrealized currency exchange profit
(26) (253)

amortization of government grants received
(179) (235)

inventory write-down to net realizable value
649 -
Circulating capital changes:
- inventories (14,392) (2,285)
- amounts payable (237) (2,098)
- amounts receivable and prepayments (1,990) (3,887)
Cash flows from operating activities (13,229) (8,770)
Interest paid (117) -
Income tax paid - (229)
Net cash (used in)/generated from operating activities (13,346) (8,999)
Investing activities
Purchase of property, plant and equipment (6,679) (4,417)
Purchase of intangible assets - (11)
Loans granted to farmers and employees (258) (527)
Proceeds from sale of property, plant and equipment 165 39
Other loans granted - -
Repayments of loans granted to farmers and employees 10,730 437
Interest received
Other loan repayments received
286
708
257
1,461
Government grants received - 1,206
Net cash (used in)/generated from investing activities 4,952 (1,555)
Financing activities
Loans received 11,514 2,339
Repayments of borrowings - -
Dividends paid (3,507) (3,587)
Net cash (used in)/generated from financing activities 8,007 (1,248)
Net increase/(decrease) in cash and cash equivalents (387) (11,802)
Cash and cash equivalents at the beginning of the period 2,619 15,715
Cash and cash equivalents at the end of the period 2,232 3,913

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30 th June 2019

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

40. Consolidated Own Capital Change Statement

Share
capital
Share
premium
Reserve
for
acquisition
of treasury
shares
Treasury
shares
Other
reserves
Retained
earnings
Total
Balance at December 31st
2017
10,402 18,073 7,606 - 19,933 78,082 134,096
Comprehensive income
Profit (loss) of the year (3,685) (3,685)
Decrease
in
share
capital
/
cancellation of treasury shares
Dividends relating to 2017
3,244 (3,244)
Transfer to retained earnings
(transfer of depreciation, net of
deferred income tax)
(1,168) (3,587)
1,168
(3,587)
st 2018
Balance at June 30
10,402 18,073 10,850 - 18,765 68,734 126,824
Comprehensive income
Profit (loss) of the year
Acquisition of treasury shares 5,603 5,603
Transfer to retained earnings
(transfer of depreciation, net of
deferred income tax)
(2,108) (1,374) 1,374 (2,108)
Balance at December 31st
2018
10,402 18,073 10,850 (2,108) 17,391 75,711 130,319
Comprehensive income
Profit (loss) of the year (1,570) (1,570)
Transfer to reserves
Dividends relating to 2018 (3,506) (3,506)
Transfer to retained earnings
(transfer of depreciation, net of
deferred income tax)
(819) 819
st 2019
Balance at June 30
10,402 18,073 10,850 (2,108) 16 572 71,454 125,243

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30 th June 2019 Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

41. Commentary on the Report

1. General information

The Public Limited Liability Company Rokiškio sūris (hereinafter – the company) is a public listed company incorporated in Rokiškio.

The shares of AB Rokiškio Sūris are traded on the Baltic Main List of the NASDAQ Vilnius (symbol – RSU1L).

The Consolidated Group (hereinafter – the Group) consists of the Company and four subsidiaries. (2018: two branches, and four subsidiaries). The branches and subsidiaries that comprise consolidated Group are indicated below:

Operating as
at
30 June
Operating as at
30 June
(%) as at 30
June
Group's share
Branches 2019 2018 Subsidiaries 2019 2018
Utenos Pienas - Yes UAB Rokiškio
pienas
100.00 100.00
Ukmergės
Pieninė
- Yes UAB Rokiškio
pieno gamyba
100.00 100.00
SIA Jekabpils Piena Kombinats 100.00 100.00
SIA Kaunata* 60.00 60.00

* These subsidiaries were not consolidated due to their insignificance.

All above subsidiaries and branches are incorporated in Lithuania, except for SIA Jekabpils Piena Kombinats and SIA Kaunata which are incorporated in Latvia.

The Group's main line of business is the production of fermented cheese and a wide range of other dairy products.

As of 30 st June 2019, the average number of the Group's employees was equal to 1,454 (compared to 1,495 employees as at 30 st June 2018).

2. Accounting Principles

These consolidated financial statements have been prepared according to International Financial Reporting Standards (IFRS) as adopted by the European Union.

The financial statements have been prepared under the historical cost convention, as modified for available-for-sale financial assets measured at fair value and property, plant and equipment measured at revalued amount.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Subsidiaries are the entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The group treats transactions with non-controlling interest as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

The items shown in the financial statements of the Company and each entity of the Group are valued by the currency of the original economic environment wherein a specific company operates (hereinafter the "functional currency"). These financial statements have been presented in euros (EUR), which is the Company's (and the Group's each entity's) functional and presentation currency.

Property, plant and equipment is shown at revalued amount, based on periodic valuations of assets, less subsequent accumulated depreciation and impairment.

Subsequent costs are included into the asset's carrying amount or recognized as separate assets, as appropriate, only when it is likely that in future the Group will receive economic benefits associated with the item and the cost of the item will be measured accordingly. All other repairs and maintenance expenses are charged to the income statement during the financial period in which they have been incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, at the Group:

Buildings 7 –
75 years
Plant & machinery 2 -
25
years
Motor vehicles 2
-
10 years
Equipment and other property, plant and equipment 2 -
25
years

The asset residual values and useful lives are reviewed, and adjusted, if appropriate, at each balance sheet date.

Software assets expected to provide economic benefit to the Company and the Group in future periods are valued at acquisition cost less subsequent amortisation. Software is amortised on the straight-line basis over the useful life of 1 to 5 years.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the balance sheet.

Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Company has the positive intention and ability to hold to maturity. Held-tomaturity financial assets are initially recorded at fair value. Held-to-maturity financial assets are subsequently measured at amortised cost using the effective interest method less any recognised impairment losses which reflect irrecoverable amounts.

Proceeds from held-to-maturity financial assets are recognised through profit or loss using the effective interest method.

Inventories are subsequently carried at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related indirect production overheads, but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

Loans granted and amounts receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less the amount of impairment loss. A provision for impairment of amounts receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The impairment amount is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is recognised in the statement of comprehensive income within 'general and administrative expenses'. Bad debts are written off during the year in which they are identified as irrecoverable.

Cash and cash equivalents are carried at nominal value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.

Ordinary shares are stated at their par value. Consideration received for the shares sold in excess over their nominal value is shown as share premium. Incremental external costs directly attributable to the issue of new shares are accounted for as a deduction from share premium.

Where the Company or its subsidiaries purchase the Company's equity share capital, the consideration paid including any attributed incremental external costs is deducted from shareholders' equity as treasury shares until they are sold, reissued, or cancelled. No gain or loss is recognised in the statement of comprehensive income on the sale, issuance, or cancellation of treasury shares. Where such shares are subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in shareholders' equity.

Other reserves are established upon the decision of annual general meeting of shareholders on profit appropriation. This reserve may be used only for the purposes approved by annual general meeting of shareholders.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the amount at initial recognition and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.

Profit is taxable at a rate of 15 per cent (2018: 15 per cent) in accordance with the Lithuanian regulatory legislation on taxation.

The Group pays social security contributions to the state Social Security Fund (the Fund) on behalf of its employees based on the defined contribution plan in accordance with the local legal requirements. Social security contributions are recognised as expenses on an accrual basis and are included in payroll expenses.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminated sales within the Group. Revenue from sales of goods is recognised only when all significant risks and benefits arising from ownership of goods is transferred to the customer.

Interest income is recognised on a time-proportion basis using the effective interest method.

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Basic earnings per share are calculated by dividing net profit attributed to the shareholders from average weighted number of ordinary registered shares in issue, excluding ordinary registered shares purchased by the Company and the Group and held as treasury shares.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of directors that make strategic decisions. The Group's management identified the following operating segments within the Group: hard cheese, semi hard cheese, butter, milk, cream, sour cream, sour milk, yogurt, curds, curd cheese and other. These operating segments were aggregated into two main reportable segments, based on similar nature of products, production process, type of customers and method of distribution.

Government grants are recognised at fair value where there is sufficient evidence that the grant will be received and the Group and the Company will comply with all attached conditions.

Government grants received to finance acquisition of property, plant and equipment are included in non-current deferred income in the balance sheet. They are recognised as income on a straight-line basis over the useful life of property, plant and equipment concerned.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using pre-tax rate that reflects current market assessments of the time value of money and the risks specified to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using effective interest method.

The valuation of property, plant and equipment, except for motor vehicles, at the Group and the Company as at 31 December 2015 was conducted by independent property valuer Ober-Haus UAB. The fair value estimation was based on the comparable sales price method. The valuation of other categories of assets was based on the replacement cost method. The valuation of motor vehicles was conducted by the Company's experts who established the fair value using the comparable sales price method. Assets that were evaluated using the replacement cost method were tested for impairment as a result of which no indications for possible impairment were identified.

The Company's management believes the values of property, plant and equipment adjusted under these methods as of 30 June 2019 and 2018 approximated the fair value.

3. Financial risk management

The Group's and the Company's activities expose them to a variety of financial risks. The Group's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group.

Risk management is carried out by the Company's management. There are no written principles for overall risk management in place.

The Group operate internationally, however, their exposure to foreign exchange risk is set at minimum level, since sales outside Lithuania are performed mostly in the euros.

The Group's interest rate risk arises from interest-bearing loans and borrowings. Borrowings with variable interest rates expose the Group to cash flow interest rate risk. Borrowings with fixed interest rates expose the Group to fair value interest rate risk. In 2019 and 2018, loans granted by the Group with fixed interest rate were denominated in the euros. In 2019 and 2018, the Group's borrowings were with variable interest rate and they were denominated in the euros.

Credit risk arises from cash at bank, loans granted, and trade receivables.

As at 30 June 2019, the Company's and the Group's all cash balances were held at banks that had external credit ratings from 'A+' to 'BBB', as set by the rating agency Fitch Ratings (30 June 2018: from 'A+' to 'BBB').

The table below summarises the Group's credit risk exposures relating to on-balance sheet items. Maximum exposure to credit risk before collateral held or other credit enhancements as at 30 June:

2019
06 30
2018
06 30
Cash and cash
equivalents at banks
2,232 3,913
Trade receivables 31,205 35,442
Loans granted 8,187 9,738
41,624 49,093

The Group does not classify amounts receivable and other financial assets exposed to credit risk according to credit quality. Credit risk is managed through established credit limits for major customers and monitoring of overdue receivables and loans. Credit limits and overdue receivables are continuously monitored by the Company's and the Group's management.

2019
06 30
2018 06 30
Amount
Credit limit receivable Credit limit Amount receivable
Customer A 4,345 2,551 4,345 2,665
Customer B 2,028 1,832 2,028 1,441
Customer C 3,500 2,966 3,500 2,072
Customer D 3,000 1,656 3,000 2,762
Customer E 1,500 1,328 1,000 564

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group define their capital as equity and debt less cash and cash equivalents.

As at 30 June, the Group's capital structure was as follows:

2019
06 30
2018
06 30
Borrowings 25,606 4,201
Less: cash and cash equivalents (2,232) (3,913)
Net debt 23,374 288
Shareholders' equity 125,242 126,824
Total capital 148,616 127,112

Pursuant to the Lithuanian Law on Companies the authorised share capital of a public company must be not less than EUR 40 thousand (the authorised share capital of a private company must not be less than EUR 2.5 thousand) and the shareholders' equity should not be lower than 50 per cent of the company's registered share capital. As at 30 June 2019 and 30 June 2018, the Company and its subsidiaries registered in Lithuania complied with these requirements.

4. Information on segments

Operating segments and reportable segments

The Group's management has distinguished the following operating segments of the Group: hard cheese, semi-hard cheese, butter milk, cream, sour cream, sour milk, yogurt, curd, curd cheese and other. These segments were combined into two main reportable segments based on the similar nature of products, production process, types of customers and the method of distribution.

The main two reportable business segments of the Group are as follows:

  • Fresh milk products
  • Cheese and other dairy products.

Other operations of the Group comprise of raw milk collection. Transactions between the business segments are on normal commercial terms and conditions. Geographical information

Analysis of the Group's income from sales according to markets is as follows:

2019
06 30
2018
06 30
Lithuania 37,867 38,602
European Union member states 45,287 57,443
Near East 354 248
North America 2,209 1,216
Far East 1,567 2,740
Other countries 1,884 1,953
Total 89,168 102,202

The breakdown of the Group's revenue by category:

2019
06 30
2018
06 30
Product Sales
Provided services
88,351
817
101,449
753
Total 89,168 102,202

5. Long-term tangible assets

In the income statement the depreciation charge of long-term tangible assets is reported in the following entries: selling and marketing expenses, general and administrative expenses and cost of sales, as well as in production in progress and ready production entries.

Software and intangible asset depreciation charge are accounted in the entry of general and administrative expenses.

6. Inventories

As at 30 st June 2019, the Group's inventories were made of:

2019
06 30
2018
06 30
Raw materials 1,999 1,983
Work in progress 7,972 3,866
Finished products 56,688 28,691
Other inventories 951 924
Total 67,610 35,464

7. Related-party transactions

Main shareholders of Company:

2019
06 30
2018
06 30
Mr Antanas Trumpa (Chairman of the Board of the 19.46% 19.46%
Company)
"Pieno
pramonės
investicijų
valdymas"
UAB
27.21% 27.21%
(established in Lithuania) *
SIA "RSU Holding" (established in Latvia)
*
24.96% 24.96%
Fonterra (Europe) Coöperatie U.A 10.00% 10.00%
Dalius Trumpa (Managing manager) 0.23% 0.23%
Other
shareholders
(legal
entities
and
natural
18.14% 18.14%
persons)

* Pieno Pramonės Investicijų Valdymas UAB is controlled by Mr Antanas Trumpa (as a principal shareholder holding 70.95% of the share capital and votes of Pieno Pramonės Investicijų Valdymas UAB). RSU Holding SIA is controlled by Mr Dalius Trumpa (as a single shareholder holding 100% of the share capital and votes of RSU Holding SIA). The group of persons acting in concert holds in total 81.86% (2018 06 30: 81.86%) of the Company's share capital and votes*.

Members of the Board of Directors of Pieno Pramonės Investicijų Valdymas UAB, RSU Holding SIA, Fonterra (Europe) Coöperatie U.A., and Rokiškio Sūris AB and their family members are treated as related parties.

Certain cooperative societies engaged in the production of milk are treated as related parties of the Company because the Company can exercise a significant influence over daily activities of these cooperative societies through close family members of its directors and certain employees.

The following transactions were carried out with related parties:

2019
06 30
2018
06 30
Purchase of raw milk from other related parties 480 1,009
Purchase of non-current assets - 10
Purchases of services 38 29
Sales of production and other inventories 6,260 6,428
Interest
charges on credit facility
6 5

Seeking to disclose more accurately the internal turnovers for Rokiškio Sūris AB and Rokiškio Pienas and for Rokiškio Pieno Gamyba UAB, the Group's management decided that all purchases of raw materials used for the manufacturing of products exported by Rokiškio Sūris AB should be made at zero price, and all sales of products produced by Rokiškio Pienas UAB and by Rokiškio Pieno Gamyba UAB should be treated as sales of services, i.e. excluding the value of raw material. Purchases and sales of milk, property plant & equipment and inventory is organised at arm's length conditions between related parties.

Year-end balances arising from transactions with related parties:

2019
06 30
2018
06 30
Non-interest bearing loans
granted to directors (and their family
members) 20 25
Loan receivable from Dzūkijos Pienas KB 298 298
Loan payable to Fonterra (Europe) Coöperatie U.A. 3,161 3,448
Trade payables to other related parties 53 28
Trade receivables from other related parties 1,963 1,477

Based on Resolution No 6 of the shareholder of Rokiškio Pieno Gamyba UAB made on 30 April 2019 (Item No 4 of the Agenda), it was decided to approve the proposed appropriation of profit (loss) for 2018 for Rokiškio Pieno Gamyba UAB and allocate EUR 1,868,112 for the payment of dividends. Dividends were paid out to Rokiškio Sūris AB in May 2019.

8. Financial ratios

The Group's financial ratios:

2019
06 30
2018
06 30
2017
06 30
Revenue (EUR thousand) 89,168 102,202 122,699
EBITDA (EUR thousand) 2,793 206 5,427
EBITDA margin (%) 3.13 0.20 4.42
Operating
profit (EUR thousand)
(1,891) (4,285) 1,187
Margin of operations profit (%) (2.12) (4.19) 0.97
Profit per share (EUR) (0.04) (0.10) 0.41
Number of shares (units) 35,867,970 35,867,970 32,281,173

9. Information on the audit

The audit according to the International Accounting Standards will be made for the full year 2019 by audit company UAB PricewaterhouseCoopers.

10. Up-to-date information on material events and transactions

On 27 February 2019, amendments were signed to the credit agreement with SEB Bankas AB, under which the final repayment date for the overdraft facility granted to the Company was extended until 29 February 2020, and the credit limit granted was increased to EUR 34,900,000 (thirty million nine hundred thousand). The Company's funds placed in and future inflows, as well as the assets owned by the right of ownership by Rokiškio Pieno Gamyba UAB, were additionally pledged to the bank.

Talk to a Data Expert

Have a question? We'll get back to you promptly.