Annual Report • Apr 27, 2021
Annual Report
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Zagreb, April 2021
This version of the Annual report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation.
| Page | |
|---|---|
| Management report | 1 |
| Statement on the application of the Corporate Governance Code | 26 |
| Responsibilities of the Management board for the Annual report | 29 |
| Independent Auditors' report to the shareholders of Zagrebačka burza d.d. Group | 30 |
| Financial statements | |
| Consolidated Statement of comprehensive income | 36 |
| Consolidated Statement of the financial position | 37 |
| Consolidated Statement of changes in equity and reserves | 39 |
| Consolidated Statement of cash flows | 40 |
| Notes to the consolidated financial statements | 42 |
In 2020, the Zagreb Stock Exchange Group (hereinafter: the Group) recorded the following significant business events:
health of employees and clients as well as the long-term sustainability of the business. On May 4, 2020, the Zagreb Stock Exchange started operating in two teams in such a way that the first team works in the offices of the Zagreb Stock Exchange for one week, and the second team works in secondary locations during that time. The Ljubljana Stock Exchange started operating in two teams on May 11, 2020. In accordance with favorable epidemiological conditions, on May 18, 2020, all employees of the Ljubljana Stock Exchange began working in offices, while the operations of the Zagreb Stock Exchange began to take place again at the primary location on June 1, 2020. Due to the worsening of epidemiological conditions, the Zagreb Stock Exchange returned to work in teams at the beginning of July 2020, and full-time work from home started on October 26, 2020. The Ljubljana Stock Exchange started working in teams on September 21, and on October 19, 2020, moved to full-time work from home.
Clearing Company, and the educational meeting was held virtually for the first time, with a record 160 representatives.
In 2020, operating revenues increased by +5.3% compared to 2019, amounting to HRK 23,311 thousand. The operating revenues increase is a consequence of the sales revenue increase, which increased by HRK +3,194 thousand (+21.18%) and amounted to HRK 18,273 thousand, within which the largest increase was recorded in trading commissions (HRK

+1,410 thousand or +20,1%). Figure 1: Operating revenue, profit for the year and EBITDA
Besides the operating revenues increase, large operating expenses decrease and a positive net financial result affected the net profit increase by HRK +1,303 thousand or +126.14% compared to the year before. Operating profit before interest, taxes, depreciation and amortization in 2020 amounts to HRK 4,137 thousand, which is an increase of HRK +2,679 thousand or +183.74% compared to 2019.
| HRK 000 | 2019 | 2020 | change |
|---|---|---|---|
| Capital and reserves | 40.540 | 42.931 | 5,90% |
| Total assets | 48.707 | 51.095 | 4,90% |
| Operating revenue | 24.986 | 26.311 | 5,30% |
| Sales revenue | 15.079 | 18.273 | 21,18% |
| Other operating income | 9.907 | 8.038 | -18,87% |
| Operating expenses | -25.401 | -24.147 | -4,94% |
| Staff costs | -11.160 | -12.466 | 11,70% |
| Depreciation and amortization | -1.873 | -1.973 | 5,34% |
| Other costs | -12.368 | -9.708 | -21,51% |
| EBIT | -415 | 2.164 | |
| EBITDA | 1.458 | 4.137 | 183,74% |
| Net financial result | 1.373 | 198 | -85,58% |
| Share of profit (loss) of equity accounted investees | 75 | -26 | -134,67% |
| EBT | 1.033 | 2.336 | 126,14% |
| Income tax credit | -94 | -184 | 95,74% |
| Profit for the year | 939 | 2.152 | 129,18% |
| Other comprehensive income | 96 | 239 | 148,96% |
| Total comprehensive profit for the year | 1.035 | 2.391 | 131,01% |
Table 1: Main business indicators
Zagreb Stock Exchange stocks were listed on the regulated market (Official market segment) in August 2016. Issued share capital of Zagreb Stock Exchange amounts to HRK 46,357,000 and it is divided into 4,635,700 ordinary shares. From 1 January 2020 to 31 December 2020, the total orderbook turnover in the amount of HRK 410,135.90 was reached.
| Symbol | ZB-R-A |
|---|---|
| ISIN | HRZB00RA0003 |
| Number of listed shares | 4,635,700 |
| Total turnover (HRK) | 410,135.90 |
| Total trading volume | 30,017 |
| Highest price (HRK) | 16.30 |
| Lowest prices (HRK) | 10.20 |
| Last price (HRK) | 15.90 |
| Average daily turnover (HRK) | 2,010.47 |
Table 2: ZB-R-A stock in 2020
The ZB-R-A stock price reached its peak on February 7, 2020 in the amount of HRK 16.30, while the lowest price was reached on March 11, 2020 at HRK 10.20.

Figure 2: Turnover and average price ZB-R-A stock in 2020
A total of 196 shareholders were noted in the ownership structure of the Zagreb Stock Exchange on 31 December 2020.

Figure 3: Ownership structure on 31 December 2020
In 2020, the Group realized a total of HRK 26,311 thousand of operating revenues, which is HRK +1,325 thousand or +5,3% more than in 2019 when they amounted to HRK 24,986 thousand. Compared to the previous year, sales revenues increased from HRK 15,079 to HRK 18,273 thousand, i.e., by a significant HRK +3,194 thousand, with the largest increase within sales revenues recorded by the main source of income, trading commissions (increase from HRK 7,015 to HRK 8,425 thousand, i.e., HRK +1,410 thousand or +20.1%), which was greatly influenced by the increased volume of trade from the end of February to the end of April 2020 on the Zagreb and Ljubljana Stock Exchanges (from May 2020, the turnover on the Zagreb Stock Exchange started decreasing and approaching average values over the past few years while the turnover on the Ljubljana Stock Exchange remained above average). Income from quotation maintaining increased from HRK 6,506 to HRK 7,705 thousand, i.e., by HRK +1,199 thousand or +18.4%, and in addition to a larger number of newly listed securities than in the previous year, income from quotation fee also increased (increase from HRK 1,119 to HEK 1,692 thousand, i.e., by HRK +573 thousand or +51.2%). Revenue from membership fees increased slightly from HRK 439 thousand in 2019 to HRK 451 thousand in 2020 (HRK +12 thousand or +2.7%). Compared to 2019, in 2020, other operating revenues fell by a total of HRK -1,869 thousand (a decrease from HRK 9,907 to HRK 8,038 thousand, or -18.87%). A significantly lower amount of other operating revenues in 2020 compared to the previous year, is mainly due to a smaller number of seminars, which is why revenues from seminars were missing in one part (in 2019, revenues from seminars amounted to HRK 1,687 thousand). However, despite the COVID-19 crisis, the Group organized training through online platforms and in 2020 generated a small but significant income from seminars in the amount of HRK 773 thousand. Within other operating revenues, revenues from the supply of information decreased from HRK 6,002 to HRK 5,877 thousand (HRK -125 thousand or -2.1%), other revenues decreased from HRK 2,215 to HRK 1,388 thousand; HRK -827 thousand or -37.3 %), while revenues from the sale and rental of equipment were absent (in 2019 they amounted to HRK 3 thousand).
The Group's total operating expenses in 2020 amount to HRK 24,147 thousand, which is a decrease of HRK -1,254 thousand or -4.94% compared to 2019, when operating expenses amounted to HRK 25,401 thousand. This significant decline in operating expenses is directly related to the changed mode of work due to the coronavirus pandemic, primarily working from home. The decrease in operating expenses was mostly due to the decrease in other operating expenses (HRK -2,660 thousand or -21.5%, i.e., from HRK 12,368 to HRK 9,708 thousand), which was due to the decrease in the costs of professional services (translation, legal, notary and consulting services) by HRK -644 thousand or -38%, i.e., from HRK 1,696 to HRK 1,052 thousand, and a decrease in fees and charges by HRK -457 thousand or -34% (decrease from HRK 1,343 to HRK 886 thousand). Within other operating expenses, it is necessary to state the decrease in the following expenses: travel business expenses (HRK -207 thousand), seminar and marketing expenses (HRK -138 thousand), representation (HRK -116 thousand), impairment of trade receivables (HRK -102 thousand), software costs and licenses (HRK -75 thousand), utility expenses (HRK -32 thousand) and postal and telephone services (HRK -4 thousand). Staff costs increased by HRK +1,306 thousand or +11.7% (from HRK 11,160 to HRK 12,466 thousand), which is within the plan, and depreciation by HRK +100 thousand or +5.34% (from HRK 1,873 to HRK 1,973 thousand).
In 2020, the Company's operating profit amounts to HRK 2,164 thousand, while in the previous year the operating loss amounted to HRK -415 thousand. The net financial result in 2020 amounts to HRK 198 thousand (a decrease of HRK -1,175 thousand or -85.58% compared to 2019), and the share of profit (loss) in the joint venture and associated companies amounts to HRK -26 thousand; HRK -101 thousand or -134.67% less compared to the previous year (2019: HRK 75 thousand).
Considering all the above and income tax in the amount of HRK -184 thousand (2019: HRK -94 thousand), the Group's net profit in 2020 amounts to HRK 2,152 thousand, which is HRK +1,213 thousand (+129.18%) more than in 2019, when the Group's net profit amounted to HRK 939 thousand. Adding net profit to other comprehensive income in the amount of HRK 239 thousand (2019: HRK 96 thousand), the Group's total comprehensive income for 2020 amounts to HRK 2,391 thousand (2019: HRK 1,035 thousand). Operating profit before interest, taxes, depreciation and amortization in 2020 amounts to HRK 4,137 thousand, or HRK +2,679 thousand more than in 2019.
In 2020, total operating revenues amount to HRK 26,311 thousand and are higher by HRK +1,325 thousand or +5.3% compared to 2019 when they amounted to HRK 24,986 thousand. The largest income increase was realized in income from trading commission (HRK +1,410 thousand or +20.1%).

As in the previous year, in 2020, the largest share in operating revenues had income from trading commissions (32%) and income from quotation maintaining (29%).

Figure 5: Operating revenue structure
Under the influence of the increased volume of securities trading on the Zagreb Stock Exchange from the end of February to the end of April 2020, and on the Ljubljana Stock Exchange even later, trading commissionsincreased from HRK 7,015 to HRK 8,425 thousand, i.e., by HRK +1,410 thousand or +20,1% compared to 2019. Revenues from membership fees are higher by only HRK +12 thousand or +2.7% and amount to HRK 451 thousand. At the end of 2020, the Zagreb Stock Exchange had a total of 14 members (2019: 15 members), and the Ljubljana Stock Exchange had 9 members (2019: 11 members).
Income from quotation maintaining increased from HRK 6,506 to HRK 7,705 thousand (HRK +1,199 thousand or +18.4%), which is a consequence of the increase in prices for quotation maintaining at the last change in the Price List in August 2019. At the end of 2020, 104 shares were listed on the Zagreb Stock Exchange, fifteen or -12.61% fewer listed shares compared to the previous year, while 27 shares were listed on the Ljubljana Stock Exchange, two or -6.9% less than 2019.
In 2020, income from quotation fee increased from HRK 1,119 to HRK 1,692 thousand (HRK +573 thousand or +51.1%) compared to the previous year. As with the income from quotation maintaining, the income from quotation fee increase is mostly the effect of the last change of the Price List in August 2019.


Other operating income fell considerably by HRK -1,869 thousand or -18.9% compared to 2019 (from HRK 9,907 to HRK 8,038 thousand), mainly due to reduced income from seminars (HRK -914 thousand or -54.2%). However, despite the COVID-19 crisis due to which it was difficult to hold the usual number of seminars and due to which, in one part, income from seminars were missing, the Group organized seminars through online platforms and in 2020 generated a smaller but significant income from seminars in the amount of HRK 773 thousand. Income from the supply of information has the largest share in other operating revenues (73.12%), and they decreased by HRK -125 thousand or -2.1% (from HRK 6,002 to HRK 5,877 thousand). This includes income from real-time data distribution rights paid by members. Besides income from seminars, other income (HRK -827 thousand or -37.3%, i.e., from HRK 2,215 to HRK 1,388 thousand), which includes income from subsequently collected receivables, income from various fees, income from fines and other determining income, also decreased, while in 2020 there were no revenues from the sale and rental of equipment (2019: HRK 3 thousand).

Income from the supply of information Income from affiliates Income from seminars Other income
Figure 7: Other operating income structure
In 2020, total operating expenses amounted to HRK 24,147 thousand, a decrease of HRK -1,254 thousand or -4.94% (in 2019 they were HRK 25,401 thousand).

Figure 8: Operating expenses
As already mentioned, this significant decline in operating expenses is mainly related to the changed mode of work due to the COVID-19 crisis, primarily working from home. The decline in total operating expenses was influenced by the decline in other operating expenses (HRK -2,660 thousand or -21.5%, i.e., from HRK 12,368 to HRK 9,708 thousand), the decline of which was mostly caused by a reduction in the costs of professional services (translation, legal, notary and consulting services) by HRK -644 thousand or -38%, i.e., from HRK 1,696 to HRK 1,052 thousand, and by a decrease in fees and commissions by HRK -457 thousand or -34% (decrease from HRK 1,343 to HRK 886 thousand). In addition to the above, other operating expenses included: travel business expenses (HRK -207 thousand), seminar and marketing expenses (HRK -138 thousand), entertainment (HRK -116 thousand), impairment of trade receivables (HRK -102 thousand), software costs and licenses (HRK -75 thousand), utility expenses (HRK -32 thousand) and postal and telephone services (HRK -4 thousand). Within the planned, staff costs increased (HRK +1,306 thousand or +11.7%, i.e., from HRK 11,160 to HRK 12,466 thousand), while depreciation increased by HRK +100 thousand or +5.34% compared to 2019 (from HRK 1,873 to HRK 1,973 thousand).

Figure 9: Other operating expenses structure
In 2020, the net profit for the period amounted to HRK 2,152 thousand; an increase of HRK +1,213 thousand or +129.18% compared to the previous year when net profit amounted to HRK 939 thousand. In addition to the increase in the most important income, that of commissions (+20.1%), which traditionally accounts for about 45% of consolidated sales revenue and about 30% of total consolidated income, the Group increased income from other bases. Income from quotation maintaining of HRK 7,705 thousand, revenues from the supply of information of HRK 5,877 thousand, income from quotation fee of HRK 1,692 thousand, and a positive net financial result of HRK 198 thousand should be highlighted.
Operating profit before interest, taxes, depreciation and amortization increased significantly compared to the previous year (HRK +2,679 thousand) and in 2020 amounted to HRK 4,137 thousand, mostly as a result of a large increase in the Group's operating profit (HRK +2,579 thousand).

Figure 10: Net profit for the period and EBITDA
As of December 31, 2020, the Group's total assets amounted to HRK 51,095 thousand, which is +4.9% more than in 2019.
| 2019 | 2020 | change |
|---|---|---|
| 14.982 | 15.620 | 4,26% |
| 33.725 | 35.475 | 5,19% |
| 7 | 6 | -14,29% |
| 4.414 | 3.696 | -16,27% |
| 19.583 | 17.774 | -9,24% |
| 1.492 | 4.011 | |
| 7.594 | 9.324 | 22,78% |
| 635 | 664 | 4,57% |
| 48.707 | 51.095 | 4,90% |
| 40.540 | 42.931 | 5,90% |
| 859 | 582 | -32,25% |
| 7.308 | 7.582 | 3,75% |
| 48.707 | 51.095 | 4,90% |
The structure of assets and liabilities did not change significantly compared to 2019. Only a slight increase in the share of equity versus long-term and current liabilities on the liabilities side can be seen.

Figure 11: Assets and Liabilities Structure
In 2021, uncertainty continued over the prevention measures taken to halt the spread and suppression of the COVID-19 pandemic. It is not possible to estimate the future duration of the pandemic, but the Company is actively monitoring the situation and will take all necessary measures to minimize potential negative impacts in the event of a worsening situation. With its infrastructure and working procedures, the Company is fully trained and ready to ensure business continuity so that trading can run smoothly. Infrastructure and work processes are adapted to work in crisis situations, employees are on standby, and tests related to working in such circumstances have been successfully conducted, thus ensuring continuous trading in securities throughout the trading day, without difficulties even in emergencies.
The long-term effect can also affect the company's operations in terms of difficult operations of our clients - issuers, as well as reducing the volume of trade due to possible uncertainties of investors related to the impact of the crisis on the Croatian economy. Despite the aforementioned, at the date of issue of these financial statements, the Company continues to settle due to liabilities and, consequently, prepares financial statements under the assumption of indefinite operation.
After the Zagreb Stock Exchange acquired a 5.3% stake in the Macedonian Stock Exchange at the end of 2019, in March 2021 the Macedonian regulator positively assessed the detailed documentation submitted by the Zagreb Stock Exchange and agreed to further acquire shares whose total cumulative amount does not exceed 20% of total issued shares with voting rights. The Zagreb Stock Exchange intends to increase its ownership stake in the Macedonian Stock Exchange from 5.3% to 15.19% by acquiring additional 276 shares, or 9.89% of the shares of the Macedonian Stock Exchange.
Apart from the above, no other business events or transactions have occurred after the balance sheet date that would have a material impact on the financial statements on or for the period then ended or are of such significance to the Company's operations as to require disclosure in management.
In 2021, the Group will continue to focus on restoring confidence and raising Corporate Governance standards and reporting on a regulated market. The Group will also focus on greater promotion of existing issuers, with a focus on Prime Market. The Group will continue internally to develop IT services that will be used by the Zagreb and Ljubljana Stock Exchanges, and thus further reduce the need for external suppliers.
The Group will press on with previously initiated projects, placing the greatest emphasis on the project of regional SME capital market development (Progress), and further activities related to financing and investing in start-ups (Funderbeam SEE).
The Group is continuously working on developing and improving its own services and expanding its service provision to the Slovenian market as well.
During the second half of 2019, the Zagreb Stock Exchange began migrating the Ljubljana Stock Exchange's downstream system to its internally developed data warehouse system. Work on the full implementation of this system has also been carried over to the first part of 2020.
During 2020, the Exchange also developed and launched a completely new website of the Zagreb and Ljubljana Stock Exchanges.
As of December 31, 2020, the companies in the Group held no own shares.
The companies in the Group did not acquire own shares between 1 January 2020 and 31 December 2020.

Figure 12: Zagreb Stock Exchange Group
On 30 December 2015, the Zagreb Stock Exchange took over a 100% participation in company Ljubljana Stock Exchange Inc. The issued share capital of Ljubljana Stock Exchange on 31 December 2019 is EUR 1,401,000, and the Zagreb Stock Exchange participates with 100%.
Ivana Gažić, President of the Management Board of the Zagreb Stock Exchange, is the President of the Supervisory Board of the Ljubljana Stock Exchange, and the members of the Supervisory Board as of 31 December 2020 are Tomislav Gračan, Member of the Management Board of the Zagreb Stock Exchange, and Matko Maravić, Member of the Supervisory Board of the Zagreb Stock Exchange.
SEE Link d.o.o. is a company seated in Skopje established by the Bulgarian, Macedonian and Zagreb Stock Exchanges in May 2014 with the aim of setting up the regional infrastructure for trading in securities listed in those three exchanges, holding equal equity participations. The issued share capital of SEE LINK is 80,000 EUR and Zagreb Stock Exchange participates with 33.33%.
Manyu Moravenov, Executive Director of the Bulgarian Stock Exchange, is the President of the Supervisory Board of SEE Link. Ivana Gažić, President of the Management Board of the Zagreb Stock Exchange, and Ivan Steriev, President of the Management Board of the Macedonian Stock Exchange, are members of the Supervisory Board of SEE Link.
Funderbeam South-East Europe d.o.o. is a company that the Zagreb Stock Exchange founded in 2016 together with company Funderbeam Ventures OÜ. The issued share capital of the company on 31 December 2019 is 244,000 HRK, and the Exchange participates with 30%.
On December 18, 2019, the Zagreb Stock Exchange acquired 148 shares, or 5.3% of the Macedonian Stock Exchange's share capital.
The Group is fully funded by its own capital. The financial instruments the companies in the Group invest in are investment funds (money market and bond funds) and deposits (a vista and fixed-term deposits).
The Group's Business operation risks are detailed in the notes to the financial statements (Note 22).
The year got off to a good start in terms of solid trading statistics, as a logical continuation of the very good year 2019, which would prove a useful buffer for the events to follow. The first COVID-positive patient in Croatia was suspected on 24 February 2020 and, as a result, the CROBEX index lost close to 5% of its value in a single day. As the suspicion was confirmed on the subsequent day, the CROBEX recorded a further almost 2% loss. In the intense trading marked by high market volatility that ensued over the following weeks, daily turnover totalled approximately HRK 30 million – or three times as much as usual – with major corrections in the indices.
The market activity was relatively subdued in April and, although halved, share turnover trading was halved stood considerably higher than in January (approx. +50%). May and June brought about further market stabilisation, as well as a mild recovery in index values and market capitalisation, and the rest of the year was slightly less hectic than its first half.
While the index correction reached as much as -30% at a certain point, most of the losses were recouped at an annual level.
Orderbook trading turnover and total turnover ended 4.5% higher, with order book share turnover exceeding that in the previous year by 5.6%. Overall, Market value expressed through market capitalisation strengthened by almost 3%. Prime Market, bolstered by the listing of Croatian Telecom, Inc. shares, led capitalisation growth while Prime Market recorded the highest increase (124.3%) in terms of the number of transactions.
ETFs, which began trading in mid-Novembers, attracted substantial investor interest, ending the year in the "green" with almost HRK 22 million in turnover in merely a few weeks.
| HRK mil. | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|
| Orderbook turnover | 2,400 | 2,989 | 2,266 | 2,472 | 2,578 |
| Stocks | 1,909 | 2,621 | 1,579 | 2,179 | 2,300 |
| Bonds | 438 | 368 | 686 | 293 | 256 |
| Structured products | 52 | - | - | - | - |
| ETFs | - | - | - | - | 22 |
| Total Block Turnover | 1,465 | 670 | 588 | 523 | 551 |
| Equity Block Turnover | 1,209 | 589 | 542 | 523 | 551 |
| Debt Block Turnover | 255 | 81 | 46 | - | - |
| Total Turnover | 3,864 | 3,660 | 2,854 | 2,994 | 3,129 |
Table 4: ZSE turnover (2016 - 2020)

Figure 13: ZSE turnover by type of security (2015 - 2019)
Compared to the last day of 2019, the market value measured by market capitalization as of 31 December 2020 is higher by a total of HRK +7.1 billion or +2.7%, while the equity market capitalization is lower by HRK -10.6 billion or -7.18%. In addition to the already known impact of the Covid-19 virus, the reason for the decline in the equity market capitalization is reflected in the smaller number of listed shares. As of 31 December 2020, a total of fifteen shares were listed less than on the same day in 2019, fourteen shares less on the Regular and two shares less on the Official Market, of which one (HT) moved to a higher quotation, Prime Market.

Figure 14: Market capitalization (2020 vs. 2019)
Despite corrections, indices closed at a satisfactory level, especially in view of the overall situation through the year and the losses generated, which were mostly annulled by its end.
While some indices shed between 7.5% and 10% percent of their value, the CROBEX and the CROBEXtr declined by 13.8% and 12.5% respectively. Certain indices recorded major gains, however, with the CROBEXindustrija (+9.19%) and the CROBEXkonstrukt (+61.74%) leading the way. The CROBEXturist grew a meagre +0.60%, marking a symbolic victory for one of the hardest hit sectors, which eventually recorded better results in Croatia than in many comparable markets and certainly beating some earlier forecasts.
| Index | 31.12.2019 | 31.12.2020 | change | Turnover (HRK) 2019 |
Turnover (HRK) 2020 |
change |
|---|---|---|---|---|---|---|
| CROBEX | 2.017,43 | 1.739,29 | -13,79% | 1.350.953.901 | 1.885.108.067 | 39,54% |
| CROBEXtr | 1.348,37 | 1.179,89 | -12,50% | 1.350.953.901 | 1.885.108.067 | 39,54% |
| CROBEX10 | 1.199,89 | 1.087,81 | -9,34% | 1.105.200.099 | 1.579.203.982 | 42,89% |
| CROBEX10tr | \ | 1.087,33 | \ | \ | 484.036.133 | \ |
| CROBEXprime | 1.164,17 | 1.048,11 | -9,97% | 460.385.377 | 771.279.606 | 67,53% |
| CROBEXplus | 1.108,73 | 1.104,30 | -0,40% | 1.746.444.397 | 1.866.174.136 | 6,86% |
| CROBEXindustrija | 870,48 | 950,45 | 9,19% | 187.629.843 | 324.532.518 | 72,96% |
| CROBEXkonstrukt | 432,14 | 698,94 | 61,74% | 17.588.508 | 96.873.815 | 450,78% |
| CROBEXnutris | 689,01 | 623,36 | -9,53% | 663.015.538 | 286.638.338 | -56,77% |
| CROBEXturist | 3.456,83 | 3.477,97 | 0,61% | 345.681.037 | 434.896.393 | 25,81% |
| CROBIS | 115,59 | 112,36 | -2,80% | 9.656.303.872 | 25.040.891.148 | 159,32% |
| CROBIStr | 187,18 | 186,89 | -0,16% | 9.656.442.652 | 25.040.891.148 | 159,32% |
| ADRIAprime | 1.109,27 | 1.072,87 | -3,28% | \ | \ | \ |
Table 5: Indices - value and turnover (2020 vs. 2019)
The most traded share in 2020 was that of Hrvatski telekom d.d., followed by Valamar Riviera d.d., Adris grupa d.d., Podravka d.d., and Ericsson Nikola Tesla d.d. Exactly half of the turnover is concentrated in the first 5 most liquid stocks.
| Rank | Ticker | Issuer | Turnover (HRK) | Share |
|---|---|---|---|---|
| 1 | HT | HT d.d. | 351.691.018 | 15,29% |
| 2 | RIVP | Valamar Riviera d.d. | 322.149.347 | 14,00% |
| 3 | ADRS2 | ADRIS GRUPA d.d. | 227.526.696 | 9,89% |
| 4 | PODR | PODRAVKA d.d. | 127.746.431 | 5,55% |
| 5 | ERNT | ERICSSON NIKOLA TESLA d.d. | 121.070.065 | 5,26% |
| Others | 1.150.090.236 | 50,00% | ||
| TOTAL | 2.300.273.793 | 100,00% |
Table 6: Turnover of the 5 most liquid stocks in 2020
In 2020, five shares were listed, while Hrvatski telekom d.d. moved to Prime Market, the most demanding market segment.
At the end of 2020, the Exchange had 14 members, and the top five members of the Exchange with the highest turnover in 2020 are listed in the following table:
| Rank | Member | Turnover (HRK) | Share |
|---|---|---|---|
| 1 | INTERKAPITAL VRIJEDNOSNI PAPIRI D.O.O. | 1.353.004.776 | 23,70% |
| 2 | ERSTE&STEIERMARKISCHE D.D. | 876.775.990 | 15,36% |
| 3 | FIMA-VRIJEDNOSNICE D.O.O. | 794.010.557 | 13,91% |
| 4 | HITA VRIJEDNOSNICE D.D. | 603.266.642 | 10,57% |
| 5 | ZAGREBACKA BANKA D.D. | 590.256.076 | 10,34% |
| Others | 1.491.350.071 | 26,12% | |
| TOTAL | 5.708.664.114 | 100,00% |
Table 7: Turnover of the first 5 members of the Stock Exchange in 2019
Almost 74% of total turnover came from the top five members.
Total turnover on the Ljubljana Stock Exchange in the 2020 increased by +21.68% compared to 2019. As in Croatia, the increase in turnover is influenced by the appearance of Covid-19 in Slovenia, with equity turnover reaching almost EUR 400 million in 2020 (+31.12% increase over previous year when equity turnover reached just over EUR 300 million), while bond turnover amounted to EUR 2 million (a decrease of -92,64% compared to 2019 when it amounted to EUR 25 million).

Figure 15: LJSE turnover by type of security (2015 - 2019)
Compared to December 31, 2019, the Equity Market Capitalization fell by -2.1% and as of December 31, 2020, amounted to EUR 6.92 billion. From the last value on December 31, 2019, the SBI TOP index fell by -2.78%.

Figure 16: Market capitalization (2020 vs. 2019)
The Zagreb Stock Exchange regularly provides support to member firms regarding the Exchange trading process. This includes both configuring and maintenance of the trading system itself, and the preparation of various support applications used for trading. In that respect, the Exchange actively communicates with member firms during the implementation of new trading system functionalities and other changes which might reflect on the members' business. It focuses especially on own member-side applications, developed using the FIX (a Vienna Stock Exchange version – CEESEG FIX) protocol interface. In cooperation with the Vienna Stock Exchange, the Exchange provides support to member firms when developing their own applications and conducts initial certification of their software solutions.
The Exchange also provides other forms of technical support and, for that purpose, it has made available a dedicated collaboration website (http://it.zse.hr) for users to submit their support requests directly to the Information and Technology Development Department.
Zagreb Stock Exchange has an advisory role and supports all issuers listed on the regulated market while ensuring that everyone follows the Rules of the Exchange and the provisions of the Capital Market Act. It also monitors if mentioned issuers act in accordance with the procedures and recommendations and also practice the Code of Corporate Governance.
The Exchange organizes annually a joint education for the issuers on the regulated market in cooperation with the Croatian Financial Services Supervisory Agency and the Central Depository and Clearing Company.
The Exchange licences authorized advisors on the Progress Market and monitors the entire application process for trade listing on the Progress Market. It also handles trade supervision and ensures that issuers fulfil their obligations towards the Exchange after they have listed on the Progress Market.
In December 2019, the Zagreb Stock Exchange substantially amended its Rules regarding the supervision of issuers in terms of fulfilling post-listing obligations. These changes are part of the stock market's strategy of continuously working to increase the level of transparency and corporate governance of issuers across all market segments.
Zagreb Stock Exchange internal controls system consists of procedures and processes for monitoring of business efficiency, financial reports reliability and legal compliance.
All employees, including the Management and Supervisory Board, are included in internal controls system enforcement.
The Exchange enforces the internal controls system through two independent control functions: compliance with the relevant regulations function and internal audit function.
These control functions process and monitor the work of all organizational units, company activities and support services in their internal documents.
Risk management is a set of procedures and methods for determining, measuring, assessing, controlling and monitoring risks and also reporting on the risks to which the Exchange is or might be exposed in its operations.
The Exchange has adopted the following procedures related to risk management:
The internal auditor, Antares revizija d.o.o., compiles the following documents:
In order to successfully manage risks that affect completion of Company's objectives, the Company assesses risks by identifying and analysing them.
Considering the Company's determined objectives and defined core processes, the Exchange has identified and determined risks that could influence the company's business processes. List of risks doesn't encompass all risks but only those on higher level. Other, more detailed risks (lower level risks) are identified during the internal audit of business processes.
The risks are grouped by those that influence the Exchange's organizational units that perform specific business processes within the company and by other risks that are connected with the Exchange's business in general.
Considering the previously defined company's core business processes and determined risks, the Exchange has adopted Risk assessment with regard to their impact on business processes.
Risk assessment encompasses every process's inherent risk and during the assessment, the very nature of those processes and best practice were taken into consideration.
Based on the risk assessment results, main areas that will be covered by internal audit procedures and measures that will prevent the occurrence of risky events have been established.
Risk monitoring is not separated and entrusted to Company's independent organizational unit, but to one or more Company's departments, depending on the type of risk. Therefore, every employee of the Exchange is included in Company's risk management.
Each organizational unit, depending on the identified risks and risk management system, is in charge of risk monitoring and cooperation with other organizational units, especially with the Management Board who makes decisions on individual risk management and its control.
In addition, two mutually independent control functions are involved in Company's risk management system: compliance with relevant regulations function (Compliance Department within the Sector of Legal and General Affairs) and internal audit performed by the independent company Antares revizija d.o.o.
Ivana Gažić Tomislav Gračan President of the Management Board Member of the Management Board
Pursuant to provision of Article 272, paragraph, in conjunction with provision of Article 250a, paragraph 4 of the Companies Act (Official Gazette no. 111/93, 34/99, 52/00, 118/03, 107/07, 148/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19; hereinafter: CA) and provision of Article 22 of the Accounting Act (Official Gazette no. 78/15, 134/15, 120/16, 116/18, 42/20, 47/20; hereinafter: AA), the Management Board of company ZAGREB STOCK EXCHANGE Inc., Zagreb, Ivana Lučića 2a (hereinafter: the Company), on 26 April 2021, issued the following
| Shareholder | No. of shares | Ownership share | |
|---|---|---|---|
| 1 | RR ONE CAPITAL d.o.o. | 463,106 | 9.9900% |
| 2 | FINA | 463,106 | 9.9900% |
| 3 | PBZ CO OMF | 462,800 | 9.9834% |
| 4 | ICAM OUTFOX MACRO INCOME FUND | 399,500 | 8.6179% |
| 5 | BAKTUN, LLC | 364,957 | 7.8727% |
| 6 | EBRD | 240,000 | 5.1772% |
| 7 | SZAIF d.d. | 228,000 | 4.9184% |
| 8 | OTP BANKA d.d. | 211,800 | 4.5689% |
| 9 | HPB d.d. | 184,600 | 3.9821% |
| 10 | ERSTE & STEIRMARKISCHE BANK d.d. | 152,800 | 3.2962% |
| Others | 1,465,031 | 31.6032% | |
| Total | 4,635,700 | 100.0000% |
Pursuant to the Articles of Association of the Company, shareholder's voting rights are not limited to certain percentage or number of votes nor are there time limitations to acquire voting right. Each ordinary share provides a right to one vote in the General Assembly.
Rights and obligations of the Company deriving from the acquisition of own shares are met in accordance with the provision of the CA.
In 2020, the Company did not acquire own shares.
The Management Board runs Company business operations in line with the Articles of Association and legal regulations.
The Management Board is appointed and dismissed by the Supervisory Board that consists of the following members:
Ivan Tadin
There are several boards / committees of the Supervisory Board in the Company which provides expert support to the Supervisory Board and the Management board. The members of these boards / committees are appointed and recalled by the Supervisory Board.
The Supervisory Board has established Audit Committee composed of three members, namely:
The Supervisory Board has established Remuneration Committee composed of three members, namely:
The Supervisory Board has established Strategy Committee composed of five members, namely:
The Supervisory Board has established Commission for assessment of compliance with criteria for management board members composed of three members, namely:
Pursuant to provisions of Article 250a, paragraph 4 and Article 272, paragraph of the CA, and Article 22 of the AA, this Statement is a special section and integral part of the Company's Annual Report for 2020.
Ivana Gažić Tomislav Gračan President of the Management Board Member of the Management Board
The Management Board of the Company is required to prepare financial statements for each financial year, which give a true and fair view of the financial position of the Company and of the results of its operations and cash flows, in accordance with International Financial Reporting Standards as adopted by the European Union. The Management Board is responsible for implementing and maintaining proper accounting records relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
The Management Board has a general responsibility for taking such steps as are reasonably available to it to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Management Board is responsible for selecting suitable accounting policies to conform to applicable accounting standards and then applying them consistently; making judgments and estimates that are reasonable and prudent; and preparing the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Management Board is also responsible for the preparation and content of the Management report and the statement of implementation of Corporate Governance Code, as required by the Croatian Accounting Act (Official Gazette 78/15, 134/15, 120/16, 116/18, 42/20, 47/20), and the rest of other information (together "other information").
The Management Board is responsible for the submission of the Annual report to the Supervisory Board which includes the financial statements and other information for acceptance, following which the Supervisory Board is required to consider, and if appropriate approve the annual financial statements for submission to the General Assembly for adoption.
The financial statements set on pages 36 to 81 and other information, set out on pages 1 to 28, are approved by the Management Board on 26 April 2021 and are signed and verified for the Supervisory Board.
Signed on behalf of the Zagreb Stock Exchange, Inc.:
President of the Management Board
Ivana Gažić Tomislav Gračan Member of the Management Board
Deloitte d.o.o. ZagrebTower Radnička cesta 80 10 000 Zagreb Hrvatska OIB: 11686457780
Tel: +385 (0) 1 2351 900 Fax: +385 (0) 1 2351 999 www.deloitte.com/hr
To the Shareholders of Zagrebačka burza d.d. group
We have audited the consolidated financial statements of Zagrebačka burza d.d. ("Company") and its subsidiary ("Group") which comprise the consolidated statement of financial position as at 31 December 2020, consolidated statement of comprehensive income, consolidated statement of changes in equity and reserves and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies (hereinafter "financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs).
We conducted our audit in accordance with the Audit Act and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and we have fulfilled our ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual financial statements for the current period. These matters were addressed in the context of our audit of the annual financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters.
This version of the auditor's report is a translation from the original, which was prepared in the Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the auditor's report takes precedence over translation.
The company was registered at Zagreb Commercial Court: MBS 030022053; paid-in initial capital: Kn 44,900.00; Company Directors: Marina Tonžetić, Dražen Nimčević and Domagoj Vuković; Bank: Privredna banka Zagreb d.d., Radnička cesta 50, 10 000 Zagreb, bank account no. 2340009–1110098294; SWIFT Code: PBZGHR2X IBAN: HR3823400091110098294.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/en/about to learn more.
| Revenue recognition | How the matter was addressed in our audit | ||
|---|---|---|---|
| According to the disclosures made in Note 4, the total revenue of the Group for the financial year amount to HRK 18,273 thousand (2019: HRK 15,079 thousand). Accounting policies for revenue recognition are disclosed in Note 3 l) Revenue. |
|||
| Revenue is important for assessing the Group's performance. The Group generates revenue from trading commissions, fees for maintenance of quotations, quotations fees and membership fees. Revenue is recognized in accordance with IFRS 15 "Revenue from Contracts with Customers", according to performance obligations at point in time and performance obligations over time. Process of revenue recognition is highly automated and is it mainly based on the application of published fees to trading volume or number of quoted securities. Given the high degree of reliance on information systems, implemented automatic controls in revenue recognition and possible impact of inaccurate revenue calculation, we have concluded that revenue recognition is a key audit matter |
We audited implementation of IFRS 15 requirements by performing the following audit procedures: • We reviewed and verified whether the accounting policies for revenue recognition have been applied in accordance with IFRS 15 "Revenue from Contracts with Customers". We evaluated the disclosures in the Annual Report and compliance with IFRS 15; • We gained an understanding of the process, control environment and internal controls established by the Management in the revenue recognition business process; • We assessed the structure and effectiveness of the automatic and manual internal controls established by the Management in the revenue recognition business process, including assessments of design and implementation of identified internal controls relevant to the revenue recognition process. Based on the results of internal control tests, we determined the scope and types of tests to verify accuracy and period of revenue recognition; • We have conducted audit procedures of testing, i.e. testing the details of data used in revenue recognition to verify accuracy, occurrence and recognition in an adequate period. |
| Valuation of goodwill | How the matter was addressed in our audit | ||
|---|---|---|---|
| As at 31 December 2020, the stated amount of goodwill in relation to the acquisition of Ljubljanska borza d.d was HRK 1,187 thousand. Relevant accounting standards require that goodwill is tested, at least annually, for impairment. Accounting policies for goodwill are disclosed in Note 3 a) and Note 3 b). |
|||
| The assessment of the recoverability of goodwill is performed using the discounted cash flow method. It the requires use of significant estimates in determining the future business performance of cash-generating units to which goodwill is allocated. Management's recoverability assessment includes significant estimates that primarily relate on key assumptions regarding revenue growth rates, market applies. trends, operating margins, terminal growth rate, and discount rate used in future cash flow projections. The main assumptions used by Management are explained • in detail in Note 25 "Key accounting estimates and assumptions". Accordingly, we have concluded that valuation of goodwill is a key audit matter • • • • • |
In testing recoverability of goodwill, we assessed the appropriateness of identifying cash-generating units in allocation of goodwill and focused on key Management assumptions. In the process of verifying the credibility of the assumptions underlying the calculation of the recoverable amount of goodwill, we have critically reviewed, assessed and concluded on the assumptions underlying the assessment that the Group The audit procedures we have applied include: Critical assessment of the compliance of the model applied by management in calculating the recoverable amount of individual cash generating units with the requirements of IAS 36 "Impairment of Assets"; Validation of input assumptions for calculating discount rates and then recalculating discount rates and terminal growth rate; Analysing projections of future cash flows embedded in models to confirm their feasibility, justification and sustainability with respect to the macroeconomic environment and expected future results of cash-generating units; Testing the accuracy of Management's projections by comparing cash flow projections, which included assumptions about revenue growth and operating margins, with results from prior periods; Assessment of a Group analysis of the sensitivity of the impairment test to the assumptions that have the greatest possible effect on the test results; Assessment of the Group's disclosures regarding cash-generating units and key |
Management is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor's report.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. With respect to the Management Report and the Corporate Governance Statement, which are included in the Annual Report, we have also performed the procedures prescribed by the Accounting Act. These procedures include examination of whether the Management Report and Corporate Governance Statement includes required disclosures as set out in the Articles 21, 22 and 24 of the Accounting Act and whether the Corporate Governance Statement includes the information specified in the Article 22 and 24 of the Accounting Act.
Based on the procedures performed during our audit, to the extent we are able to assess it, we report that:
Based on the knowledge and understanding of the Group and its environment, which we gained during our audit of the financial statements, we have not identified material misstatements in the other information.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the matter that is of most significance in the audit of the financial statements of the current period and is therefore the key audit matter. We describe this matter in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We were appointed as the statutory auditor of the Group by the General Assembly of the Company on 06 July 2020 to perform audit of accompanying financial statements. Our total uninterrupted engagement has lasted 2 year and covers period 1 January 2019 to 31 December 2020.
We confirm that:
There are no services, in addition to the statutory audit, which we provided to the Company and its controlled undertakings, expect for those mentioned within the annual report.
The engagement partner on the audit resulting in this independent auditor's report is Domagoj Vuković.
Domagoj Vuković 26 April 2021 Director and Certified auditor
Deloitte d.o.o. Radnička cesta 80 10 000 Zagreb Croatia
| Notes | 2020. | 2019. | |
|---|---|---|---|
| '000 kn | '000 kn | ||
| Income statement | |||
| Sales revenue | 4 | 18,273 | 15,079 |
| Other operating income | 5 | 8,038 | 9,907 |
| Staff costs | 6 | (12,466) | (11,160) |
| Depreciation and amortization | 10,11,2 | (1,973) | (1,873) |
| Other operating expenses | 7 | (9,708) | (12,368) |
| Operating profit/(loss) | 2,164 | (415) | |
| Financial income | 8a | 192 | 1,453 |
| Financial expense | 8b | (36) | (65) |
| Dividend income | 55 | - | |
| Net foreign exchange gain/(loss) | (13) | (15) | |
| Net finance income | 198 | 1,373 | |
| Participation in joint venture and participating interest | (26) | 75 | |
| Profit before tax | 2,336 | 1,033 | |
| Income tax expense | 9a | (184) | (94) |
| Profit for the year | 2,152 | 939 | |
| Other comprehensive income Foreign currencies transactions - exchange differences on foreign operations |
246 | 96 | |
| Actuarial losses | (7) | - | |
| Total comprehensive income for the year | 2,391 | 1,035 | |
| Basic and diluted loss per share (in HRK) | 0.52 | 0.22 |
| Note | 31.12.2020 | 31.12.2019 | |
|---|---|---|---|
| '000 kn | '000 kn | ||
| Assets | |||
| Non-current assets | |||
| Property and equipment | 10 | 8,695 | 8,578 |
| Intangible assets | 11 | 1,603 | 1,782 |
| Goodwill | 11 | 1,187 | 1.168 |
| Assets with right to use | 12 | 558 | 1,305 |
| Investment in associate and joint venture | 13 | 115 | 117 |
| Financial assets at fair value through other comprehensive income |
14a | 1,302 | 1,302 |
| Long term deposits | 16b | 1,757 | 250 |
| Loans receivable to associates | 217 | 217 | |
| Deferred tax assets | 9 | 186 | 263 |
| Total non-current assets | 15,620 | 14,982 | |
| Current assets | |||
| Trade receivables and other assets | 15 | 3,696 | 4,414 |
| Prepaid expenses and accrued income | 664 | 635 | |
| Financial assets at fair value through profit or loss | 14b | 17,774 | 19,583 |
| Short-term deposits | 16a | 4,011 | 1,492 |
| Cash and cash equivalents | 17 | 9,324 | 7,594 |
| Inventories | 6 | 7 | |
| Total current assets | 35,475 | 33,725 | |
| Total assets | 51,095 | 48,707 |
| Equity and liabilities | Note | 31.12.2020. | 31.12.2019. |
|---|---|---|---|
| '000 kn | '000 kn | ||
| Equity and reserves | |||
| Issued share capital | 18 | 46,357 | 46,357 |
| Share premium | 13,860 | 13,860 | |
| Legal reserves | 141 | 141 | |
| Accumulated losses | (20,360) | (21,299) | |
| Result for the period | 2,152 | 939 | |
| Revaluation reserves | 947 | 947 | |
| Actuarial losses | (7) | - | |
| Translation reserves | (159) | (405) | |
| Total equity and reserves | 42,931 | 40,540 | |
| Long term liabilities | |||
| Long term financial liabilities | 247 | 568 | |
| Bonus/severance provision for Ljubljana stock exchange d.d. and other provisions |
118 | 103 | |
| Deferred tax liabilities | 9 | 189 | 188 |
| Total long term liabilities | 554 | 859 | |
| Current liabilities | |||
| Trade and other payables | 2,685 | 2,553 | |
| Short term financial liabilities | 300 | 768 | |
| Deferred income and accrued expenses | 4.625 | 3,987 | |
| Total current liabilities | 7,610 | 7,308 | |
| Total equity and liabilities | 51,095 | 48,707 |
| Issued share capital |
Share premium |
Legal reserves |
Accumulated loss |
Result for the period |
Revaluation reserves |
Pension liabilities / fair value adjustment |
Translation reserve |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2019 | 46,357 | 13,860 | 141 | (21,638) | 190 | 1,096 | - | (501) | 39,505 |
| Transfer to accumulated loss | - | - | - | 339 | (190) | (149) | - | - | - |
| Profit for the year |
- | - | - | - | 939 | - | - | - | 939 |
| Other comprehensive income | - | - | - | - | - | - | - | 96 | 96 |
| Total comprehensive (loss) for the year |
- | - | - | - | 939 | - | - | 96 | 1,035 |
| As at 31 December 2019 | 46,357 | 13,860 | 141 | (21,299) | 939 | 947 | - | (405) | 40,540 |
| Transfer to accumulated loss | - | - | - | 939 | (939) | - | - | - | - |
| Profit for the year | - | - | - | 2,152 | - | - | - | 2,152 | |
| Other comprehensive income | - | - | - | - | - | (7) | 246 | 239 | |
| Total comprehensive (loss) for the year |
- | - | - | - | 2,152 | - | (7) | 246 | 2,391 |
| As at 31 December 2020 | 46,357 | 13,860 | 141 | (20,360) | 2,152 | 947 | (7) | (159) | 42,931 |
Consolidated financial statements for the year ended 31 December 2020
| Note | 2020 | 2019 | |
|---|---|---|---|
| Cash flow from operating activities | '000 kn | '000 kn | |
| Profit before tax | 2,335 | 939 | |
| Adjustments: | |||
| Depreciation and amortization | 10, 11, 12 | 1,973 | 1,873 |
| Unrealised and realized gains from financial assets at fair value through profit or loss |
8 | (34) | (1,210) |
| Unrealised losses on FA at fair value through OCI | - | 468 | |
| Realised gains on sale of financial assets | (82) | (364) | |
| Movement in impairment allowance for trade receivables | 159 | (144) | |
| Dividend income | (54) | - | |
| Interest income | 8 | (59) | (221) |
| Interest expense | 8 | 36 | 65 |
| Net foreign exchange (gains)/losses | (203) | 15 | |
| Write-offs | - | 33 | |
| Loss (profit) from joint venture | 25 | (75) | |
| CIT | 169 | 55 | |
| Other income | |||
| Cash flow before changes in operating assets and liabilities | 4,265 | 1,528 | |
| Changes in operating assets and liabilities | |||
| Decrease / (Increase) in trade receivables | 647 | (192) | |
| Increase in prepaid expenses | - | (174) | |
| Increase trade and other payables | 1 | 63 | |
| Increase in deferred income and accrued expenses | 652 | 272 | |
| Change in operating assets and liabilities | 1,300 | 1,497 | |
| Income tax paid | - | - | |
| Net cash (outflow) from operating activities | 5,565 | 1,497 |
| Note | 2020. | 2019. | |
|---|---|---|---|
| '000 kn | '000 kn | ||
| Cash flow from investing activities | |||
| Purchase of equipment | (896) | (138) | |
| Proceeds from sale of equipment | - | 3.353 | |
| Purchase of software | (121) | (788) | |
| Purchases of financial assets | (500) | (2,573) | |
| Disposals of units in open investment funds | 2,342 | 320 | |
| Sale of the financial assets | 82 | - | |
| Proceed from short-term deposits | - | 2,590 | |
| Investments in short-term deposits | (2,500) | - | |
| Proceeds from long-term deposits | (1,531) | 1,549 | |
| Dividends received | 54 | - | |
| Interest paid | (36) | (65) | |
| Interest received | 59 | 221 | |
| Net cash inflow from investing activities | (3,047) | 4,469 | |
| Cash flow from financing activities | |||
| Payments IFRS 16 | (788) | (760) | |
| Long term loans payment | - | (56) | |
| Net cash inflows from financing activities | (788) | (816) | |
| Net increase in cash and cash equivalents | 1,730 | 5,150 | |
| Cash and cash equivalents at the beginning of the year | 7,594 | 2,444 | |
| Cash and cash equivalents at the end of the year | 16 | 9,324 | 7,594 |
Zagrebačka burza d.d. ("the Company") is a company domiciled in Republic of Croatia and was registered at the Commercial Court in Zagreb on 5 July 1991. The address of the Company's registered office is Eurotower, 22nd floor, Ivana Lučića 2a/22, Zagreb, Croatia.
The business activities of the Company include: management of the regulated market; collection, processing and publishing of trading data; management of Multilateral Trading Facility; development, maintenance and disposition of computer software used for management of the regulated market and for collection, processing and publishing of the data on securities trading; organizing and providing professional trainings for participants of capital markets.
At the year end the Company was owned by 196 shareholders (2019: 208 shareholders). The Company does not have an ultimate parent company.
At 29 July 2016 General Assembly made a decision to split 46,357 ordinary shares of nominal value of HRK 1,000 into 4,635,700 ordinary shares of nominal value of HRK 10. The decision was effective as of 11 August 2017.
At 31 August 2017 all of the 4,635,700 issued ordinary shares were listed to the Official Market of Zagreb Stock Exchange.
The activities of the Company are regulated by Croatian Agency for Supervision of Financial Services ("HANFA") and the activities of the Ljubljanska borza d.d. are regulated by the Slovenian Securities Market Agency ("ATVP").
The Zagrebačka burza d.d. Group ("the Group") consists of Zagrebačka burza d.d., Zagreb, Republic of Croatia, foreign subsidiary Ljubljanska borza d.d.,Ljubljana, Republic of Slovenia. The Group has also foreign joint venture SEE Link d.o.o., Skopje, Republic of Macedonia and associate Funderbeam South-East Europe d.o.o., Zagreb, Republic of Croatia.
These financial statements comprise consolidated financial statements of the Group as defined in International Financial Reporting Standard 10 Consolidated Financial Statements. Zagrebačka burza d.d. prepares separate financial statements, which are published as a separate document.
The financial statements have been prepared in accordance with International Financial Reporting Standards adopted by European Union (IFRS).
These financial statements were authorised for issue by the Management Board on 26 April 2021 for approval by the Supervisory Board.
The following new standards and amended existing standards issued by the International Accounting Standards Board and interpretations published by the International Accounting Standards Board ("IASB") and adopted by the European Union are effective for the current reporting period:
• Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting policies, Changes in Accounting Estimates, Errors" – Definition of means, adopted by the EU on 29 November 2019. (effective for annual periods beginning on or after 1 January 2020)
The adoption of these new standards, amendments to the existing standards and interpretation has not led to any material changes in the Company's financial statements.
At the date of authorisation of these financial statements, the following amendments to the existing standards were issued by IASB and adopted by the EU and which are not yet effective:
The Company has chosen not to apply the new standards, amendments to existing standards and interpretations prior to their effective date.
The Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application.
At present, IFRS as adopted by the EU do not significantly differ from regulations adopted by the International Accounting Standards Board (IASB) except for the following new standards and amendments to the existing standards, which were not endorsed for use in EU at the date of issue of financial statements:
The Group expects that the adoption of these new standards and changes to existing standards will not lead to significant changes in the Entity's financial statements during the period of first adoption of the standard. The accounting of protection for a portfolio of financial assets and liabilities whose principals have not yet been adopted by the European Union remains unregulated.
According to the Group's estimates, applying accounting of protection for a portfolio of financial assets or liabilities in accordance with IAS 39: "Financial instruments: recognition and measurement" would not lead to significant changes in financial statements if applied to the balance sheet date.
Financial statements are prepared on a historical cost basis, except for financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income, land and buildings which are measured at fair value.
The financial statements are presented in the local currency, Croatian kuna ("HRK"), which is the currency of the primary economic environment in which the Groups operates ("the functional currency"). The functional currency of Slovenian subsidiary is Euro. All financial information presented in HRK has been rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, and given the information available at the date of preparation of the financial statements, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have a significant effect on the amounts disclosed in the financial statements are described in Note 25.
Transactions in foreign currencies are translated into respective functional currency at the spot exchange rate at the date of transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the spot exchange rate at that date. The foreign currency gain or loss on monetary items is difference between the amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and amortized cost in foreign currency translated at the spot exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value in foreign currency are translated into the functional currency at the spot exchange rate at the date on which the fair value is determined. Non-monetary items are measured based on historical cost in a foreign currency are translated using the spot exchange rate at the date of the transaction.
Foreign currency differences arising on translation are recognised in profit of loss.
In addition to HRK, the most significant currency in which the Group has assets and liabilities is Euro. The exchange rate used for translation on 31 December 2020 was EUR 1 = HRK 7.53689 (31 December 2019: EUR 1 = HRK 7.44258).
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into HRK at the spot exchange rates at the reporting date. The income and expenses of foreign operations are translated into HRK at the annual average exchange rates.
Foreign currency differences are recognised in other comprehensive income, and accumulated in the foreign currency translation reserve (translation reserve).
When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, then the relevant proportion of the cumulative amount is reattributed to NCI.
If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, then foreign currency differences arising on the item form part of the net investment in the foreign operation and are recognised in OCI, and accumulated in the translation reserve within equity.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group controls an entity if it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The Group measures goodwill at the acquisition date as:
When the total is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Transaction costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
The Group's interests in equity-accounted investees comprise interests in a joint venture and associate. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interest in joint venture is accounted for using the equity method. It is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity accounted investees, until the date on which joint control ceases.
Associates are entities over which the Group has significant influence but no control. Investments in associates are accounted for using the equity method of accounting in the consolidated financial statements and are initially recognised at cost.
The Group's share of its associates' post-acquisition gains or losses is recognised in the income statement and its share of their post-acquisition movements in reserves is recognised in reserves. The cumulative postacquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise any further losses, unless it has incurred obligations or made payments on behalf of the associate.
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any noncontrolling interest and other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the income statement. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or in accordance with the Group's accounting policy for financial instruments (refer to accounting policy 3 c) Financial instruments) depending on the level of influence retained.
Intra-group balances, and income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Property and equipment are stated at historical cost or deemed cost less accumulated depreciation and impairment losses, except for property and land which have been measured according to the revaluation method. The latter method requires that property, whose fair value can be measured reliably, to be recognized at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of land and buildings is measured on the basis of market benchmarks, in an appraisal that is normally prepared by professionally qualified appraisers.
Subsequent cost is included in the asset's carrying amount or is recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the period in which they have incurred. Depreciation is provided on all assets except land and assets not yet brought into use on a straight-line basis at prescribed rates designed to writeoff the cost over the estimated useful life of the asset.
The estimated useful economic lives are as follows and there has been no change compared to previous year:
| Buildings | 31 years |
|---|---|
| Computer and office equipment | 4-7 years |
| Office furniture and equipment | 5-7 years |
| Computer software | 2-5 years |
| Trading system software | 6-18 years |
| Leasehold improvements | period of lease |
When an item of property is revalued, the carrying value of that asset is adjusted to the revalued amount so that the accumulated depreciation is decreased against the gross carrying amount of the asset.
After initial recognition of property:
The useful life, the residual value and amortization methods are revalued and corrected, if necessary, at each reporting date.
According to IFRS 3 Business Combinations, any excess of the cost of the acquisition over the acquirer's interest in the fair value of the identifiable assets and liabilities acquired on the date of the acquisition is presented as goodwill and recognised as an asset. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (or the group of cash-generating units) to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro-rata to the other assets of the unit on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
After initial recognition, financial assets are classified as assets at amortized cost, assets at fair value through other comprehensive income (FVOCI) and assets at fair value through profit and loss (FVTPL).
Financial assets are measured at amortised cost if they meet both of the following conditions and if they are not valued at fair value through profit and loss (FVTPL):
This category includes: loans to related parties, receivables from customers, cash and cash equivalents and placements with banks.
A debt instrument is measured at fair value through other comprehensive income if it meets both of the following conditions and if it is not valued at fair value through profit and loss account (FVTPL):
In the initial recognition of an investment in equity instruments that are not held for trading, the Groups may irrevocably decide to recognize subsequent changes in fair value through other comprehensive income. This choice is made on the basis of a particular investment.
All other financial assets are classified as financial assets at fair value through profit or loss.
In addition, at initial recognition, the Group may irrevocably designate financial assets at fair value through profit or loss, although it meets the measurement requirements at amortized cost or at fair value through other comprehensive income, if this eliminates or substantially reduces the accounting mismatch that would arise.
As at 31 December 2020, financial assets at fair value through profit or loss refer to investments in open-end investment funds.
Group's financial liabilities that are not measured at fair value through profit or loss are measured at amortized cost, which includes liabilities for loans, guarantee deposits and other liabilities.
Financial assets are not reclassified after initial recognition, except in the period after the change in the business model for the financial asset management.
Business models determines how to manage a group of financial assets as a whole (portfolio) in order to achieve a specific business goal and define the way in which financial assets are expected to generate cash flows. Financial assets held for trading and whose performance is assessed on the basis of fair value are measured at fair value through profit and loss account, as it is not held for the purpose of collecting the contracted cash flows nor for collecting contractual cash flows and for sale.
Financial assets and financial liabilities at fair value through profit or loss are recognized at the trading date, ie the date on which the Group assumes the obligation to buy or sell the assets. Loans and receivables and other financial liabilities that are valued at amortized cost are recognized at the time the financial asset is transferred to the borrowers or liabilities received from the lender.
The Group ceases to recognise financial assets (in whole or in part) when the right to receive cash flows from a financial asset expires or when it loses control of the contractual rights over such a financial asset. This occurs when the Group substantially transfers all the risks and rewards of ownership to another business entity or when the rights have been exercised, ceded or expired. The Group ceases to recognize financial liabilities only when they cease to exist, ie when they are met, cancelled, expired or significantly modified (10 per cent test). If the terms of the financial liability change, the Group will cease to recognize this obligation and start recognizing the new financial liability with the new terms.
From 1 January 2018, any cumulative gain or loss recognized in the comprehensive income from equity securities under FVOCI option shall not be recognized in the income statement upon termination of recognition of such securities. All interest on transferred financial assets that meets the conditions for cessation of recognition is recognized as a separate asset or liability.
The Group measures investments in the shares (described in note 14 a)) by FVOCI option. In accordance with IFRS 9, the Group has decided to value these investments in shares under the FVOCI option since it does not hold such shares for trading. The fair values of those investments are disclosed within note 14 a).
Financial assets and liabilities are initially recognized at fair value increased by, in case of financial assets and financial liabilities not at fair value through profit or loss, transaction costs that are directly related to the acquisition or issuance of a financial asset or a financial liability. Transaction costs of financial assets at fair value through profit or loss are recognized immediately in profit or loss, while other financial instruments are amortized. All financial assets at fair value through profit or loss are subsequently carried at fair value. Loans to related parties and receivables from customers are valued at amortized cost less impairment losses and other financial liabilities at amortized cost. The amortized cost is calculated using the effective interest method. Premiums and discounts, including initial transaction costs, are included in the carrying amount of the related instrument and amortized based on the effective interest rate of the instrument.
The fair value of financial assets at fair value through profit or loss is quoted bid market price at the reporting date, without any deduction for selling costs. The Group assesses separately each financial instrument to determine if there is an active or inactive market for the instrument.
The Group uses the following levels for determining the fair value of financial instruments:
Level 1: quoted (unadjusted) prices in active markets,
Level 2: other techniques for which all inputs which have significant effect on the recorded fair value are observable, either directly or indirectly,
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
| Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|
| - | - | 1,302 | 1,302 |
| 17,774 | - | - | 17,774 |
| 17,774 | - | 1,302 | 19,076 |
| Level 1 | Level 2 | Level 3 | Total |
| - | - | 1,302 | 1,302 |
| 19,583 | - | - | 19,583 |
| 19,583 | - | 1,302 | 20,885 |
For credit exposures for which there has been no significant increase in credit risk from initial recognition, expected credit losses are recognized for credit losses arising from the probability of default in the next 12 months. For credit exposures with a significant increase in credit risk from initial recognition, a correction is required for expected credit losses throughout the life of the facility, regardless of the time of borrowing. For customer and contractual receivables, Group applies a simplified approach to calculating expected credit losses and therefore does not monitor credit risk changes but recognizes a value adjustment based on expected life-long expected credit loss at the end of each reporting period.
A financial asset is impaired when there is information indicating that debtor is in serious financial difficulty, that there is no realistic prospect of recovery, or that the debtor is likely to enter bankruptcy or other form of financial reorganization or restructuring. Impaired financial assets may still be subject to the Group's collection activities.
Expected credit losses on trade receivables are estimated on the basis of the maturity date matrix, taking into account the historical experience of the debtor's default status and an analysis of the debtor's current financial position. The Group recognized a loss of 100% on all claims over 120 days because historical experience indicates that these claims are generally not recoverable.
When estimating expected credit losses, the Group considers reasonable and substantiated information that is relevant and available. This includes quantitative and qualitative information and analysis, based on the Group's historical experience and credit rating assessment, including information related to the future.
The Group considers that financial assets are not recoverable if it is unlikely that the borrower will pay its obligations to the Group in full without the Group needing to initiate actions such as the activation of the collateral (if any). The maximum period taken into account in estimating the expected credit loss is the maximum contractual period during which the Group is exposed to credit risk.
The Group recognizes any gain or loss on the income statement for all financial instruments with a corresponding adjustment to the carrying amount through the provision for expected credit losses.
ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the instrument's effective interest rate.
There were no changes in valuation techniques or significant assumptions during the current reporting period.
Trade receivables, other assets, short-term deposits with banks and loans to related parties are initially recognized at fair value plus transaction costs, and subsequently carried at amortized cost less any impairment losses.
Investments in open and closed-end investment funds are classified as financial assets at fair value through profit and loss and are valued at fair value.
Trade and other payables are initially recognized at fair value, and subsequently measured at amortized cost.
The carrying amounts of the Group's assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is re-estimated.
The recoverable amount is estimated at each reporting date for intangible assets that have an indefinite useful life (at the reporting date the Group did not have such assets) and intangible assets that are not yet available for use.
Assets that are subject to amortization or depreciation are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable.
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in statement of profit or loss.
The recoverable amount of equipment and intangible assets is the higher of the sale price less cost to sell or value in use. For the purpose of assessing the amount of impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows available (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cashgenerating unit. Non-financial assets that have been impaired are reviewed for reversals of the impairment at each reporting date. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and to the extent that the carrying amount of the assets does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.
Assets given under business leases are depreciated over an expected life same as other similar assets.
Leases in which the Entity is a lessor are classified as financial or operating leases. The lease is classified as a financial lease if it transmits almost all the risks and benefits associated with ownership of the respective property to the lessee. All other leases are classified as operating leases.
When the Entity is an intermediate lessor, it calculates the main lease and sub-lease as two separate contracts. The flooring is classified as a financial or operating lease by reference to the right-of-use property resulting from the main lease.
Income from rents based on operating leases is recognised in a straight line during the period of the lease in question. The initial direct costs incurred at the stage of negotiating and arranging the terms of the operating lease shall be attributed to the book amount of the subject matter of the lease and recognised in a straight line during the rental period.
Receivables based on financial leases are recorded as receivables in the Group's net investment in leases. Financial lease income is allocated to accounting periods to reflect the constant periodic rate of return on the Open State of the Group's net investment based on leases.
When the contract covers components relating to leases and non-rental components, the Group applies IFRS 15 to distribute the fee in accordance with the contract for each component.
With 1.1.2019. new standard came into force - International Financial Reporting Standard 16 - Leases (below: Standard or IFRS 16). IFRS 16 requires that under the rental recognition model, leases be identified at the level of the concluded contract, and tenants must recognise financial liability and assets in their financial statements, which represent the right to use during the lease period. Lessees, after initial recognition of assets and financial liabilities, also recognise depreciation on those assets, and the financial cost to the remaining financial liability. Using the option in the transition of a simplified modified approach, the Entity applied IFRS 16 from 1 January 2019 without rewriting previous periods and without posting capital overhypments. The Entity takes into account only the remaining expenses under the lease agreement, which they discount using the incremental rate and reserves the right to manage the asset in the same amount.
Right-of-use assets are included in the same paragraph where the relevant underlying assets would be shown to be owned by it and lease liabilities are reported under long-term and short-term liabilities to suppliers.
When identifying the lease, permissible practical shortcuts in the transition were used, therefore: all contracts for the lease of office space, regardless of when they were concluded, which expire by 31 December 2019 were not recognized as rent, and if the contract has a clause that it can be terminated without giving reasons for termination, and without a agreed penalty or significant cost they will not be recognized as a lease. Each of the contracts is valued on a case-by-case basis and any future modification of the contract can significantly affect the recognition or non-recognition of the contract as leases in accordance with IFRS 16.
The Entity assesses whether it is a lease agreement or whether the contract contains a lease, at the beginning of the contract. The Entity shall disclose the right-to-use assets and the corresponding lease liability with regard to all leases in which it is lessee, except for short-term leases (defined as leases with a duration of 12 months or less) and leases of low value assets (such as tablets and personal computers, office furniture and telephones). For such leases, the Entity correctly recognizes rental payments as operating
expenses for the duration of the lease, unless another systematic basis better reflects the time dynamics of spending the economic benefits of the assets held in the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise:
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
The Group did not make any such adjustments during the periods presented. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
When the Entity bears the costs of dismantling and removing the leased assets, renovating the place where the property is located, or returning the underlying assets to the state required under the terms of the lease, the provision shall be recognised and measured in accordance with IAS 37. If costs relate to right-of-assets, the costs are included in the associated right-of-use assets, unless those costs are incurred in the production of stocks.
Right-of-use assets are depreciated through the lease period or life of use, whichever is shorter. If, on the basis of the lease, ownership of the underlying property is transferred or if the cost of the right-of-use property reflects that the Group will take advantage of the purchase option, the right-to-use asset is depreciated through the useful life of the use of the underlying asset. Depreciation starts at the start date of the lease.
The Entity applies IAS 36 to determine whether the value of the right-to-use property is impaired or whether any impairment losses have been calculated for it, as described in the policy "Real estate, plant and equipment".
Variable rents that do not depend on the index or rate are not covered by the measurement of the lease able and the right-to-use assets. Related payments are recognised as costs in the period in which the event was incurred or the condition that triggered the payments in matter and are in 'Other costs' in profit and loss (see Note 7).
As a practical solution, IFRS 16 allows the lessee to not provide non-rental components and to calculate components related to rent and non-rental components as a single component. The Entity didn't use that practical solution. For a contract containing a lease-related component and one or more additional non-leaserelated components, the Entity is required to distribute the non-rental fee under the contract to each component relating to the lease based on the relative standalone price of that component and the total standalone price of non-rental components.
Cash and cash equivalents for the purpose of preparation of cash flow statements and the statement of financial position comprise gyro accounts, cash in hand and short-term deposits with banks with original maturity up to three months.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS are calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
Obligations for contributions to defined contribution pension plans are recognized as an expense in income statement of the period in which they have been incurred.
i) Termination benefits
Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan either to terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Income tax charge is based on taxable profit for the year and comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using the tax rates enacted or substantially enacted at the reporting date, and considering the adjustments to tax payable in respect of positions from previous years.
Deferred taxes are calculated using the balance sheet method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable profit in the years in which those temporary differences are expected to be realized, or settled, based on tax rates enacted or substantially in force at the reporting date.
Deferred tax assets and liabilities are not discounted and are classified as non-current assets and/or liabilities in the statement of financial position. Deferred tax assets are recognized when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be utilized.
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation which can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting of the expected future cash flows at a pre-tax rate that reflects current assessment of the time value of money and the risks specific to the liability.
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. The Group makes no provision for future operating costs.
Share capital represents the nominal value of paid-in shares classified as equity and it is denominated in HRK. Share premium represents the excess of the paid amount over nominal value of the issued shares upon initial issue of shares. Any profit for the year after appropriations is transferred to retained earnings.
A legal reserve has been created in accordance with Croatian law, which requires 5% of the profit for the year to be transferred to the reserve until the total of legal reserves and capital reserves reaches 5% of issued share capital. The legal reserve can be used for covering current and prior period losses in the amount of up to 5% of issued share capital.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. The Group recognizes the following revenues: trading commissions, membership fees, fees for the maintenance of quotations and other fees.
Commission income is recognized when the service is provided. Income from fees is deferred over the relevant period to which the fees relate.
Income from maintenance of quotations, subscriptions for information and subscriptions for the real time monitoring of trade is deferred over the period of duration of the relevant quotation or subscription.
Income from initial listing fees is deferred to the period in which the client has a substantive right to service.
Interest income is recognized in income statement in the corresponding time period for all interest-bearing financial instruments measured at amortized cost using the effective interest rate method.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, whose operating results are reviewed regularly by the Management Board (being the chief operating decision maker) to make decisions about resources allocated to each segment and assess its performance, and for which discrete financial information is available.
The owners and the management (Chief operating decision makers –"CODM")) for the purpose of assessing performance and making resource allocations decisions identified operating segments on a geographical basis. Geographical segmentation is based on the domicile of the group subsidiaries.
The geographical information analyses the Group's revenue and non-current assets by the Group's country of domicile and other countries.
The Group does not specify any additional reportable segments per product or service type in this moment, given that it is sufficient for CODM to assess the performance and make resource allocation decision on the level of the entire group. Segment reporting analysis is presented in Note 26.
The Group has identified two primary segments: Croatia and Slovenia. The primary segmental information is based on the geographical location of business segments. Segmental results are measured at reported amounts in the financial statements.
Associates are entities in which the Group has significant influence but not control. A significant influence is the power to participate in the financial and operating policies of entity in which the investment is made, but does not constitute control or joint control of those policies.
Joint ventures are companies in which two or more parties have joint control.
The Group's investments in associates and joint ventures are accounted for in the consolidated financial statements using the equity method.
| 4 Sales revenue |
2020. | 2019. |
|---|---|---|
| '000 kn | '000 kn | |
| Commissions | 8,425 | 7,015 |
| Income from quotation maintaining | 7,705 | 6,506 |
| Income from quotation fee | 1,692 | 1,119 |
| Membership fees | 451 | 439 |
| Total sales revenue | 18,273 | 15,079 |
Commissions are charged from members based on value of realized transactions at the time of execution of the transaction. Commission income is recognized when the service is provided. Income from fees is deferred over the relevant period to which the fees relate.
Income from quotation maintenance represents an annual commission for the continuation of inclusion of the securities in the Official and Regular Market quotations. Quotation fees are collected from issuers of securities on the Official and Regular Market. Income from quotation maintenance is deferred over the period of duration of the relevant quotation.
Membership fees include one-time admission fee payable for acquiring the status of Exchange Member, as well as fees charged to existing members on a quarterly basis. Income from membership fees is deferred to the period in which the client has a substantive right to service.
| 5 Other operating income |
2020. '000 kn |
2019. '000 kn |
|---|---|---|
| Sale and lease of equipment | - | 3 |
| Income from seminars | 773 | 1,687 |
| Other income | 1,388 | 2,215 |
| Total operating income | 8,038 | 9,907 |
Income from sale of information and subscriptions to software, for the real time trading, is deferred over the period of subscription duration.
Other revenues include subsequently collected receivables, income from various fees, revenue from penalties and other income.
Total recognized revenue in accordance with International Financial Reporting Standard 15 is HRK 24,923 thousand (2019: HRK 22,771 thousand ).
Total recognized revenue from performance obligations at point in time is HRK 9,198 thousand (2019: HRK 8,702 thousand). Total recognized revenue from performance obligations over time is HRK 15,725 thousand (2019: HRK 14,069 thousand), An overview of the maturity of all accounts receivable is disclosed in note 15.
| 6 Staff costs |
2020 | 2019 |
|---|---|---|
| '000 kn | '000 kn | |
| Salaries | ||
| Net salaries | 8,029 | 7,028 |
| Payroll contributions | 2,718 | 2,578 |
| Payroll taxes and surtaxes | 974 | 1,013 |
| Total salaries | 11,721 | 10,619 |
| Other staff costs | 745 | 541 |
| Total staff costs | 12,466 | 11,160 |
The number of employees at the end of 2020 was 36 (2019: 39). Staff costs include HRK 1,764 thousand (2019: HRK 1,671 thousand) of defined pension contributions paid into obligatory pension funds, Contributions are calculated as a percentage of employees' gross salaries. In 2020 bonus payments in Ljubljanska borza d.d. amounted to HRK 249 thousand (2019: HRK 298 thousand), In 2020, HRK 550 thousand bonus was paid to the Zagrebačka burza d,d, (2019: HRK 220 thousand).
| 7 Other operating expenses |
2020. | 2019. |
|---|---|---|
| '000 kn | '000 kn | |
| Software and licences | 3,560 | 3,635 |
| Professional services | 1,052 | 1,696 |
| Rent of premises | 362 | 351 |
| Post and telephone services | 294 | 298 |
| Utility expenses | 480 | 512 |
| Fees and charges | 886 | 1,343 |
| Entertainment | 69 | 185 |
| Business travel | 38 | 245 |
| Intangible assets write-off | 88 | 33 |
| Impairment of trade receivables | 286 | 388 |
| Impairment of debt securities classified as available for sale | - | 468 |
| Costs for organization of seminars and marketing | 13 | 151 |
| Other expenses | 2,580 | 3,062 |
| Total other operating expenses | 9,708 | 12,368 |
Other expenses in the amount of HRK 2,580 thousand relate to the costs of lecturers (natural persons) and other fees to those persons, maintenance costs, costs of materials and energy, insurance costs, and other expenses,
| 2020. | 2019. | |
|---|---|---|
| '000 kn | '000 kn | |
| a) Financial income | ||
| Net gains (losses) from financial assets at fair value through profit or loss | 34 | 1,210 |
| Interest income | 48 | 221 |
| Other financial income | 110 | 22 |
| Total financial income | 192 | 1,453 |
| b) Financial expense | ||
| Interest expense | (36) | (7) |
| Total financial expenses | (36) | (7) |
| 9 Income tax |
2020. | 2019. | |
|---|---|---|---|
| '000 kn | '000 kn | ||
| a) Income tax | |||
| Current income tax expense | (97) | (18) | |
| Deferred income tax | (76) | (24) | |
| Total income tax | (184) | 94 |
| 2020. | 2019. | ||
|---|---|---|---|
| '000 kn | '000 kn | ||
| Profit before tax | 2,336 | 1,033 | |
| Tax calculated at 18% (2019: 18%) | 421 | 186 | |
| Effects of different tax rates | 8 | 2 | |
| Tax non-deductible expenses | 57 | 104 | |
| Non-taxable income | (197) | (128) | |
| Use of tax losses | (98) | - | |
| Tax losses from Zagrebačka burza d.d. not recognized as deferred tax assets |
(220) | (153) | |
| Consolidation adjustments | 126 | 107 | |
| Income tax | 97 | 118 |
Gross tax losses arising from Zagrebačka burza d.d. amounting to HRK 7,028 thousand are available for offset against the future taxable profits of the Company at the end of 2020. A tax loss may be carried forward by the Company and is subject to review by the Ministry of Finance. At the end of 2020 the Company had HRK 7,028 thousand of tax loss available to be carried forward to subsequent years. At both reporting dates the Company did not recognise deferred tax assets in respect of tax losses carried forward, as it is uncertain when sufficient taxable profits will be available against which the deferred tax assets can be utilised.
At 31 December 2020 the Group did not recognize deferred tax assets in respect of temporary differences (receivables impairment allowances) and carried forward tax losses on Zagrebačka burza d.d., as it is uncertain if taxable profits will be available against which the deferred tax assets can be utilised, For the next reporting date, the Group will re-evaluate assumptions for the recognition of deferred tax assets,
Tax losses can't be transferred and used within group members, despite the existence of tax losses from previous periods, Ljubljanska borza d.d. had a current income tax expense of HRK 184 thousand, since tax losses in Slovenia can only be used up to 50% of the profit. Therefore, Ljubljanska borza d.d. took advantage of tax losses of HRK 92 thousand.
At 31 December the gross tax losses available to be carried forward are as follows:
| Effective income tax rate | 2020. | 2019. | |
|---|---|---|---|
| '000 kn | '000 kn | ||
| Up to 1 year | 3,672 | 2,329 | |
| Up to 2 year | 3,221 | 3,672 | |
| Up to 3 year | 135 | 3,221 | |
| Up to 4 year | - | 135 | |
| Up to 5 year | - | - | |
| Total tax loss available for transfer | 7,028 | 9,357 |
The tax return was prepared in line with regulatory requirement. In accordance with tax regulations, the Tax authority may at any time review the books and records of the Company for a period of three years after the end of the year in which the tax liability is stated. The company's management is not aware of any circumstances that could lead to significant omissions in this regard
At 31 December 2020 the Group recognised deferred tax assets arising from temporary differences (trade receivables, depreciation and tax losses carried forward) from Ljubljanska borza d.d.
| Trade receivables |
Depreciation | Tax losses carried forward |
Provisions | Total | |
|---|---|---|---|---|---|
| 1 January 2019. | 80 | 11 | 183 | - | 274 |
| (Decrease)/Increase in deferred tax assets recognized in the income statement |
10 | 3 | (34) | 10 | (11) |
| 31 December 2019. | 90 | 14 | 149 | 10 | 263 |
| 1 January 2020. (Decrease)/Increase in deferred tax |
90 | 14 | 149 | 10 | 263 |
| assets recognized in the income statement |
14 | 7 | (99) | 1 | (77) |
| 31 December 2020. | 104 | 21 | 50 | 11 | 186 |
| Fair value adjustment of property | |
|---|---|
| 1 January 2019 | 223 |
| Decrease of deferred tax liability recognized | (35) |
| through other comprehensive income | |
| 31 December 2019 | 188 |
| Decrease of deferred tax liability recognized | 1 |
| through other comprehensive income | |
| 31 December 2020 | 189 |
| Land and property | Computers | Furniture and | Leasehold | Under | Total | |
|---|---|---|---|---|---|---|
| HRK '000 | HRK '000 | other equipment HRK '000 |
improvements HRK '000 |
constructions HRK '000 |
HRK '000 | |
| Cost | ||||||
| As at 1 January 2019. | 10,875 | 4,509 | 2,412 | 1,272 | 54 | 19,122 |
| Additions | - | 30 | (420) | - | 20 | 138 |
| Disposals | (2,859) | - | - | (74) | (3,353) | |
| Effects of movements in exchange rate | (311) | - | (11) | - | - | (322) |
| As at 31 December 2019. | 7,705 | 4,539 | 2,069 | 1,272 | - | 15,585 |
| As at 1 January 2020. | 7,705 | 4,539 | 2,069 | 1,272 | - | 15,585 |
| Additions | - | 702 | 5 | - | (138) | - |
| Transfer | - | - | 138 | - | 138 | 845 |
| Disposals | - | - | (9) | - | - | (9) |
| Effects of movement in exchange rate | 96 | - | 31 | - | - | 127 |
| As at 31 December 2020. | 7,801 | 5,241 | 2,235 | 1,272 | - | 16,549 |
| Accumulated depreciation | ||||||
| As at 1 January 2019. | (345) | (4,243) | (1,113) | (1,146) | - | (6,847) |
| Charge for the year | (338) | (136) | (260) | (32) | - | (766) |
| Disposals | 247 | - | 420 | - | - | 667 |
| Effects of movement in exchange rate | (59) | - | (2) | - | - | (61) |
| As at 31 December 2019. | (495) | (4,379) | (955) | (1,178) | - | (7,007) |
| As at 1 January 2020. | (495) | (4,379) | (955) | (1,178) | - | (7,007) |
| Charge for the year | (346) | (187) | (267) | (31) | - | (830) |
| Disposals | - | - | 7 | - | - | 7 |
| Effects of movement in exchange rate | (6) | - | (17) | - | - | (23) |
| As at December 2020. | (847) | (4,566) | (1,232) | (1,209) | (7,854) | |
| Net book value at | ||||||
| 31 December 2019. | 7,210 | 160 | 1,114 | 94 | - | 8,576 |
| 31 December 2020. | 6,954 | 675 | 1,003 | 63 | - | 8,695 |
| Long term | Asset under | ||||
|---|---|---|---|---|---|
| Software | Goodwill deferred costs |
construction | Total | ||
| HRK '000 | HRK '000 | HRK '000 | HRK '000 | HRK '000 | |
| Costs | |||||
| At 1 January 2019. | 2,185 | 201 | 1,168 | - | 3,554 |
| Additions | 548 | 21 | - | 219 | 788 |
| Write-offs | - | (3) | - | - | (3) |
| Effect of movement in exchange rate | (7) | - | - | (1) | (8) |
| At 31 December 2019. | 2,276 | 219 | 1,168 | 218 | 4,331 |
| At 1 January 2020. | 2,726 | 219 | 1,168 | 218 | 4,331 |
| Additions | 278 | 6 | - | - | 284 |
| Write-offs | (604) | (4) | - | - | (608) |
| Effect of movement in exchange rate | 118 | 3 | 19 | - | 139 |
| At 31 December 2020. | 2,518 | 224 | 1,187 | 218 | 4,147 |
| Accumulated amortization | |||||
| At 1 January 2019. | (1,034) | - | - | - | (1,034) |
| Change for the year | (349) | - | - | - | (349) |
| Write-offs | - | - | - | - | - |
| Effect of movement in exchange rate | 2 | - | - | - | 2 |
| At 31 December 2019. | (1,381) | - | - | - | (1,381) |
| At 1 January 2020. | (1,381) | - | - | - | (1,381) |
| Change for the year | (383) | - | - | - | (383) |
| Write-offs | 518 | - | - | - | 518 |
| Effect of movement in exchange rate | (111) | - | - | - | (111) |
| At 31 December 2020. | (1,357) | - | - | - | (1,357) |
| Net book value | |||||
| At 31 December 2019. | 1,345 | 219 | 1,168 | 218 | 2,950 |
| At 31 December 2020. | 1,161 | 224 | 1,187 | 218 | 2,789 |
| Buildings | Land | Equipment | Total | |
|---|---|---|---|---|
| HRK '000 | HRK '000 | HRK '000 | HRK '000 | |
| Cost | ||||
| Initial recognition on 1 January 2019 | 1,542 | 292 | 228 | 2,062 |
| At 1 January 2019 | 1,542 | 292 | 228 | 2,062 |
| Additions | - | - | - | - |
| Revaluation | - | - | - | - |
| Write-offs | - | - | - | - |
| Effects of movement in exchange | - | 1 | - | 1 |
| At 31 December 2019 | 1,542 | 293 | 228 | 2,063 |
| At 1 January 2020 | 1,542 | 293 | 228 | 2,063 |
| Additions | - | - | 69 | 69 |
| Revaluation | - | - | - | - |
| Write-offs | - | - | (121) | (121) |
| Effects of movement in exchange | - | 2 | - | 2 |
| At 31 December 2020 | 1,542 | 295 | 176 | 2,013 |
| Accumulated amortization | ||||
| At 1 January 2019 | - | - | - | - |
| Charge for the year | (661) | (29) | (68) | (758) |
| Write-offs | - | - | - | - |
| Effects of movements in exchange | - | - | - | - |
| At 31 December 2019 | (661) | (29) | (68) | (758) |
| At 1 January 2020 | (661) | (29) | (68) | (758) |
| Charge for the year | (661) | (30) | (68) | (759) |
| Write-offs | - | 62 | 62 | |
| Effects of movements in exchange | - | - | - | |
| At 31 December 2020 | (1.322) | (59) | (74) | (1.455) |
| Net book value at | ||||
| 31 December 2019 | 881 | 264 | 160 | 1.305 |
| 31 December 2020 | 220 | 236 | 102 | 558 |
The lease of right-of-use assets refers to several personal vehicles leased for the period of 3 to 5 years and property leased to 5 years. The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application is 4.2%. The total cash outflow for lease of right-of-use assets in 2020 amounts to HRK 760 thousand.
| Amounts recognised in profit and loss: | 2020. |
|---|---|
| Depreciation expense on right-of-use assets | 758 |
| Interest expense on lease liabilities | 56 |
| Expense relating to short-term leases | 760 |
Lease liabilities are due and payable as follows:
| 31 December 2020 |
|
|---|---|
| Within a year | 2 |
| In the second year | - |
| In the third year | - |
| In the fourth year | - |
| In the fifth year | - |
| After fifth year | - |
| Total | 2 |
As of 1 January 2020, the Company initially recognised lease liabilities to the amount of HRK 1,336 thousand.
Difference between operating lease commitments at the end of the annual reporting period, immediately preceding the date of initial application, discounted using the incremental borrowing rate at the date of initial application and lease liabilities recognised in the statement of financial position at the date of initial application:
| 1.1.2020 | |
|---|---|
| '000 HRK | |
| Operating lease commitment as 31,12,2019 as disclosed in the Group's financial statements |
1,336 |
| Discounted using the incremental borrowing rate at 1,1,2020 | 1,336 |
| Finance lease liabilities recognized as at 31,12,2019 | 1,336 |
| Recognition exemption for: | |
| - short term leases | - |
| - leases of low value assets | - |
| Extension and termination options reasonably certain to be exercised | |
| Lease liabilities recognised at 1,1,2020 | 1,336 |
| 31 December 2020 '000 HRK |
31 December 2019 '000 HRK |
|
|---|---|---|
| Investment in SEE Link d.o.o. (33,33%) | 115 | 117 |
| Investment in Funderbeam South-East Europe d.o.o. (30%) Total investment in associates and joint venture |
- 115 |
- 117 |
As at 31 December the Group's associate and joint venture were as follows:
| Holding | |||||
|---|---|---|---|---|---|
| Company | Country | Native of business | 2020 % |
2019 % |
|
| Joint venture Associate |
SEE Link d.o.o. | North Macedonia |
stock-exchange order routing |
33,3 | 33,3 |
| Funderbeam SEE d.o.o. | Croatia | finance intermediary | 30 | 20 |
SEE Link d.o.o., is a joint venture (Zagrebačka burza d.d. has 1/3 ownership) that was founded in 2014, During 2015, all three owners paid in additional HRK 177 thousand in order to increase share capital of SEE Link d.o.o.
Summary of financial data for SEE Link d.o.o. is as follows:
| 2020 | 2019 | |
|---|---|---|
| '000 HRK | '000 HRK | |
| Share in ownership | 33% | 33% |
| Non-current assets | 115 | 571 |
| Current assets | 496 | 506 |
| Of which cash and cash equivalents | 318 | 237 |
| Total assets | 611 | 1,077 |
| Non-current liabilities | - | - |
| Current liabilities | 265 | 731 |
| Of which current financial liabilities | - | - |
| Total liabilities | 265 | 1,405 |
| Total income | 758 | 1,273 |
| Depreciation and amortization | 461 | 457 |
| Net interest income/(cost) | - | - |
| Income tax | - | 26 |
| Profit/loss for the year | (3) | 229 |
Funderbeam South-East Europe d.o.o. is an associate established in 2017, while in 2018 it started operations. During 2018 the Company paid HRK 44,8 thousand on behalf of the Funderbeam South-East Europe d.o.o., as an increase in the Associate's share capital, while in the 2020 Company acquired additional stake for HRK 28,4 thousand. Share ownership at 31 December 2020 was 30% (31 December 2019: 20%) after increasing the amount of investment remained at 20%.
Summary of financial data for Funderbeam South-East Europe d.o.o. is as follows:
| 2020. | 2019. | |
|---|---|---|
| '000 HRK | '000 HRK | |
| Share in ownership | 30% | 20% |
| Non-current assets | 162 | 148 |
| Current assets | 72 | 136 |
| Of which cash and cash equivalents | 72 | 136 |
| Total assets | 234 | 284 |
| Non-current liabilities | 225 | 225 |
| Current liabilities | 995 | 1,030 |
| Of which current financial liabilities | 925 | 917 |
| Total liabilities | 1,220 | 1,405 |
| Total income | 603 | 743 |
| Net interest income/(cost) | 23 | 3 |
| Income tax | - | 26 |
| Loss for the year | (16) | (146) |
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| '000 HRK | '000 HRK | |
| Investments in bonds | - | 197 |
| Expected credit losses for bonds | - | (197) |
| Investments in shares | 1,302 | 1,302 |
| Total | 1,302 | 1,302 |
Movement in expected credit losses of bonds (stage 3):
| 31 December 2020 |
31 December 2019 |
||
|---|---|---|---|
| '000 HRK | '000 HRK | ||
| Balance at 1 January | 197 | 197 | |
| Expected credit losses | (197) | - | |
| Total | - | 197 |
Zagrebačka burza d.d. Group, Zagreb Consolidated financial statements for the year ended 31 December 2020
Investment in bonds relate to bond acquired for uncollected receivables. In 2017 the Group recognised impairment on these bonds, which was recorded directly in profit or loss account, given the significant decline in value of investment.
Fair value of these equity instruments as at 31.12.2020 is 0 (31.12.2019:0), Investments in equity instruments in amount of HRK 1,302 thousand (31.12.2019: HRK 1,302 thousand) relate to investments that Company intends to hold long-term.
From 18 December 2019 to 31 December 2020 there was no trading in shares of the Macedonian Stock Exchange AD therefore, the Management Board considers that the quoted price reflects the fair value of the said investment.
Shares in the amount of HRK 197 thousand relate to the share capital of the Središnje klirinško depozitarno društvo d.d. The Group 's management concluded that there was no change in the fair value of the said shares in 2020.
As permitted by IFRS 9, the Group has decided, upon initial recognition, to classify these instruments as financial assets at fair value through other comprehensive income, Unlike IAS 39, the accumulated fair value reserve of these investments will never be reclassified to profit or loss.
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| '000 HRK | '000 HRK | |
| b) Financial assets at fair value through profit or loss | ||
| Shares in open-ended investment funds | 17,774 | 19,583 |
| Total | 17,774 | 19,583 |
Open-end investment funds are classified as level 1 fair value as at 31 December 2020 and 31 December 2019.
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| '000 HRK | '000 HRK | |
| Trade receivables | 5,097 | 5,696 |
| Given advances | 45 | 13 |
| Other assets | 618 | 722 |
| Impairment allowance | (2,064) | (2,017) |
| Total | 3,696 | 4,414 |
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| '000 HRK | '000 HRK | |
| Balance at 1 January Impairment losses recognized during the year |
(2,017) (317) |
(2,174) (388) |
| Write off | 5 | 8 |
| Impairment of receivable | 265 | 537 |
| Total | (2,064) | (2,017) |
At the reporting date, the Group had overdue receivables not impaired in the amount of HRK 250 thousand (31 December 2019: HRK 1,221 thousand), The Management considers that receivables are fully recoverable.
| Not past due | < 90 | 90 - 120 | > 120 | |
|---|---|---|---|---|
| Trade receivables and other assets - gross amount | 2,783 | 220 | 46 | 2,042 |
| Expected credit loss | - | (32) | (20) | (2,006) |
| Trade receivables and other assets - net amount | 2,783 | 188 | 26 | 36 |
| Expected credit loss rate | 0% | (15%) | (43%) | (98%) |
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| '000 HRK | '000 HRK | |
| Short term deposits with maturity over 3 months | 4,011 | 1,492 |
| Total short-term deposits | 4,011 | 1,492 |
| 16 b Long-term deposits |
31 December 2020 |
31 December 2019 |
| '000 HRK | '000 HRK | |
| Long term deposits | 1,757 | 250 |
| Total long term deposits | 1,757 | 250 |
Most significant long-term deposit as at 31 December 2020 refers to a deposit in the amount of EUR 200 thousand in one business bank in Slovenia approved for 2 years at an interest rate of 0,45%.
| 31 December | 31 December | ||
|---|---|---|---|
| 2020 | 2019 | ||
| '000 HRK | '000 HRK | ||
| Gyro account in foreign currency (EUR) | 8,698 | 7,308 | |
| Gyro account in domestic currency | 619 | 282 | |
| Cash in hand | 7 | 4 | |
| Total | 9,324 | 7,594 |
Share number movement:
| Number of shares | Nominal value of share capital in HRK |
Issued share capital in HRK '000 |
|
|---|---|---|---|
| 1 January 2019 | 4,635,700 | 10 | 46,357 |
| 31 December 2019 | 4,635,700 | 10 | 46,357 |
| 1 January 2020 | 4,635,700 | 10 | 46,357 |
| 31 December 2020 | 4,635,700 | 10 | 46,357 |
All of the issued shares are authorized and fully paid in ordinary shares. On 31 August 2016, all of the issued shares were listed to the Official Market of Zagreb Stock Exchange. As at 31 December 2020 the Company had 196 shareholders (31 December 2019: 208 shareholders) with ownership interests in the Company ranging between 0.01% and 9.99%.
Calculation of profit per share as at 31 December 2020 was based on the profit of HRK 2,152 thousand and a weighted average number of ordinary shares outstanding of 46,357,000 calculated as follows:
| 31 December 2020 |
31 December 2019 |
||
|---|---|---|---|
| '000 HRK | '000 HRK | ||
| Net profit/(loss) for the period (HRK '000) | 2,152 | 939 | |
| Weighted average number of ordinary shares during the period | 4,635,700 | 4,635,700 | |
| Basic and diluted profit/(loss) per share (in HRK) | 0.46 | 0.20 |
Diluted earnings per share are the same as basic given there is no potential dilution effect from any instruments.
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| '000 HRK | '000 HRK | |
| Trade payables | 1,154 | 1,383 |
| VAT liability | 205 | 191 |
| Other short-term payables | 1,326 | 979 |
| Total trade and other payables | 2,685 | 2,553 |
Other short-term liabilities represent liabilities for net salaries, contributions and other liabilities to employees.
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| '000 HRK | '000 HRK | |
| Contractual liabilities from quotation maintaining | 4,625 | 3,574 |
| Contractual liabilities from initial listings fees | - | 11 |
| Other contractual liabilities | - | 18 |
| Total contractual liabilities | 4,625 | 3,603 |
| Provisions for expenses for which no invoice has been received | - | 384 |
| Provisions for bonuses and severances of Ljubljanska borza | - | - |
| Total provisions | - | 384 |
| Total contractual liabilities and provisions | 4,625 | 3,987 |
The Group does not have significant amount of variable interest-bearing assets. The most significant interestearning assets are short-term deposits in banks. The Group has no financial obligations on which it pays interest. The impact of changes in market interest rates on income statement is therefore assessed as not significant.
Except for HRK 1,065 thousand (2019: HRK 32 thousand) of the funds on the gyro account denominated in euro, trade receivables in amount of HRK 212 thousand and HRK 3 thousand of trade payable denominated in euro, there are no other financial assets and liabilities denominated in foreign currency. Thus the Group is not significantly exposed to foreign currency risk.
The maximum net exposure to credit risk is as follow:
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| HRK '000 | HRK '000 | |
| Cash and cash equivalents (excluding cash in hand) | 9,317 | 7,590 |
| Short-term deposits | 4,011 | 1,492 |
| Trade receivables and other assets | 5,760 | 6,431 |
| Guarantee deposits | - | 250 |
| Long-term deposits | 1,757 | - |
| Loans given to related party | 217 | 217 |
| Total | 21,062 | 15,980 |
The Group generally does not take collateral due to the nature of its operations. Other than short-term deposit and cash in domestic banks (Note 16, 17), the Group did not have significant concentration of credit risk at the reporting date.
Price risk is the risk that the value of financial instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or by factors affecting all instruments traded in the market. The Group's investment in open-ended investment funds (cash funds) are carried at fair value with fair value changes recognized in income statement. Accordingly, such changes in market conditions will directly affect gains or losses on financial instruments recognized in income statement.
Price risk is mitigated by the Group through diversification of its portfolio of investments in open-ended investment funds to various types of funds, managed by different investment companies, and investing in cash funds. Assuming all other variables unchanged, a decrease/increase in the market price of units in investment funds by -/+1% at the reporting date would result in decrease/increase of profit before tax by HRK 178 thousand (2019: HRK 196 thousand).
The Group does not have interest-bearing borrowings. All trade payables are due in range of 0 to 3 months. Lease liabilities refers to several personal vehicles leased for the period of 3 to 5 years and property and plant leased to 5 years. Nondiscontinued payments for lease liabilities are disclosed in note 12. Cash and cash equivalents and financial assets at the reporting date significantly exceed liabilities. Financial liabilities which include trade and other payables, deferred income and accrued expenses have maturity up to one year.
The Company considers that it has an immediate related party relationship with its key shareholders, its subsidiary, joint venture and associate, the Supervisory and Management Board members and other executive management (together "key management"); close family members of key management; and jointly controlled by Management Board members and their close family members, in accordance with definitions contained in International Accounting Standard 24 "Related Party Disclosures" (IAS 24).
During 2020, the Zagreb Stock Exchange d.d. generated revenue from Funderbeam South-East Europe d.o.o. in the amount of HRK 5 thousand (2019: HRK 6 thousand). Receivables from Funderbeam South-East Europe d.o.o. on 31.12.2020 amounts to HRK 230 thousand (31 December 2019: HRK 226 thousand).
During 2020, the Zagreb Stock Exchange had expenditures from SEE link d.o.o. in the amount of HRK 27 thousand (2019: HRK 87 thousand). Liabilities to SEE link d.o.o. on 31.12.2020 amounts to HRK 0 thousand (31 December 2019: HRK 22 thousand).
Remuneration to Management Board throughout the year was (both Zagrebačka burza d.d. i Ljubljanska borza d.d.) HRK 3,116 thousand (2019: HRK 3,173 thousand). The total remuneration of Supervisory Board members amounted to HRK 47 thousand (2019: HRK 47 thousand).
The remuneration system applicable to the Management Board President includes the right to acquire up to 1% shares in the Zagreb Stock Exchange, Inc. under a share option plan at a predefined fixed price per share in a defined time limit. The option could have been exercised as of October 2020 at the earliest.
In presenting the geographic information, segment revenue has been based on the geographic location of customers and segment assets were based on the geographic location of the assets.
| Croatia | Slovenia | 2019 Reportable segments total |
Adjustments | Consolidations totals |
|
|---|---|---|---|---|---|
| External revenue | 14,250 | 10,880 | 25,130 | (144) | 24,986 |
| Staff costs | (6,760) | (4,400) | (11,160) | - | (11,160) |
| Depreciation and amortization | (1,077) | (796) | (1,873) | - | (1,873) |
| Other operating expenses | (7,044) | (5,461) | (12,465) | 97 | (12,368) |
| Financial income | 1,855 | 19 | 1,874 | (421) | 1,453 |
| Financial expense | (54) | (11) | (65) | - | (65) |
| Net foreign exchange loss | (15) | - | (15) | - | (15) |
| Segment (loss)/profit before tax | 1,195 | 231 | 1,426 | (393) | 1,033 |
| Segment income tax | - | (68) | (68) | (26) | (94) |
| Segment (loss)/profit for the year | 1,195 | 163 | 1,358 | (419) | 939 |
| Capital expenditure | 76 | 837 | 913 | - | 603 |
| Croatia | Slovenia | 2020 Reportable segments total |
Adjustments | Consolidations totals |
|
|---|---|---|---|---|---|
| External revenue | 14.770 | 12.035 | 26.805 | (494) | 26.311 |
| Staff costs | (6.935) | (5.531) | (12.466) | - | (12.466) |
| Depreciation and amortization | (1.127) | (865) | (1.992) | 19 | (1.973) |
| Other operating expenses | (5.365) | (4.491) | (9.856) | 148 | (9.708) |
| Financial income | 571 | 32 | 603 | (357) | 246 |
| Financial expense | (28) | (8) | (36) | - | (36) |
| Net foreign exchange loss | (12) | (1) | (13) | (13) | |
| Share in Profit (loss) in a joint venture and associates |
- | - | - | (25) | (25) |
| Segment (loss)/profit before tax | 1.874 | 1.172 | 3.046 | (709) | 2.362 |
| Segment income tax | - | 204 | 204 | (20) | 184 |
| Segment (loss)/profit for the year | 1.874 | 1.376 | 3.251 | (730) | 2.546 |
| Capital expenditure | 774 | 392 | 1.166 | (181) | 985 |
The Management Board uses estimates and assumptions concerning the future events. The resulting accounting estimates will therefore, by definition, seldom equal the actual results. The estimates and judgments which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Trade receivables are estimated at each reporting date and are impaired according to the estimate of probability of collection. Each customer is evaluated individually based on the expected date of collection of the amount due and estimated probability of collection of the outstanding amount. The Management holds that trade receivables are stated at their recoverable amount at the reporting date. As stated in Note 15, the value adjustment on 31 December 2020 amounts to HRK 2,064 thousand (31 December 2019: HRK 2,017 thousand).
The Group provides for tax liabilities in accordance with the tax laws of the Republic of Croatia. Tax returns are subject to the approval of the tax authorities who are entitled to carry out subsequent inspections of taxpayers' records. There are different possible interpretations of tax laws; therefore amounts in the financial statements may be changed subsequently depending on the decision of the tax authorities. Income tax expense is disclosed in Note 9 and amounts to HRK 184 thousand (2019: HRK 94 thousand).
The Group reviews the estimated useful lives of property and equipment and intangible assets at the end of each reporting period. The useful lives of equipment and intangible assets are stated in the note 3 b).
The Group has assessed that investment in SEE Link d.o.o, represents investment in joint venture considering that the Group has rights to the net assets of the arrangement.
The Group determines whether goodwill is impaired at least on an annual basis, in accordance with accounting policy 3 b). This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
The recoverable amount of cash generating units is determined based on value-in-use calculations. These calculations use cash flow projections from financial budgets approved by management and cover a period of five years.
Goodwill relates entirely to goodwill arising on acquisition of the subsidiary Ljubljanska borza d.d. The Group annually performs an impairment test in order to assess whether the recoverable amount of goodwill indicates potential impairment of its carrying amount. The calculation of the recoverable amount of goodwill is based on five year plans for revenue on the Slovenian market and business plans of the subsidiary developed by the Group bearing in mind it's corporate and marketing strategy, relevant markets trends.
The calculation of the recoverable amount implies a terminal growth rate for cash flows after the projected five year period amounting to 2%. Cash flows created from such plans are discounted using the discount rate which reflects the return of the underlying asset, which is defined for the purposes of the goodwill impairment test as a weighted cost of capital for the Slovenian market.
The calculations of value in use for the cash-generating unit is most sensitive to the following assumptions:
Revenue and gross margins - Revenue and gross margins are based on average values achieved in the recent years preceding to the start of the business plan period. These are increased over the business plan period for anticipated expansion in business, synergies and efficiency improvements.
Growth rates - The business plan terminal growth rates are based on market outlook. Average revenue growth rate for business plan period is 6.17%.
Discount rates - Discount rates represent the current market assessment of the risks specific to the CGU. This is the benchmark used by the Group to assess operating performance and to evaluate future investment proposals.
The Group believes that the loans granted are fully recoverable and that there are no indicators of impairment at the reporting date.
At the balance sheet date, the Group did not recognise deferred tax assets related to carry forward tax losses in the amount of HRK 7,028 thousand, as the Management has assessed that it is not probable that sufficient taxable profits will be available to utilise the deferred tax assets. This will be reassessed at the next balance sheet date. Deferred tax assets and liabilities are stated in Note 9 c).
The Group's objectives in managing capital are to preserve the Group's ability to continue in business on a going concern basis to enable return on investment to shareholders and benefit other stakeholders, and to maintain an optimal capital structure to minimize cost of capital.
The Group monitors capital by monitoring its own finance ratios in its financial statements, this indicator is calculated as the ratio of total capital to total assets.
Equity to assets is as follows:
| 31.12.2020. | 31.12.2019. | |
|---|---|---|
| '000 HRK | '000 HRK | |
| Total equity (equity and reserves) | 42,931 | 40,540 |
| Total assets | 51,095 | 48,707 |
| Equity to assets | 84% | 83% |
84% of the total assets of the Group is financed from own resources, accordingly, 16% of the assets are financed from foreign sources (2019: 17%).
The fees for the audit of Group financial statements amounted to HRK 158 thousand (2019: HRK 159 thousand).
During the year, the external auditor has provided non-audit services in the amount of HRK 47 thousand (2019: HRK 47 thousand). In accordance with the EU Regulation, the services provided during 2020 represent permissible non-audited services
In 2021, uncertainty continued over the prevention measures taken to halt the spread and suppression of the COVID-19 pandemic. It is not possible to estimate the future duration of the pandemic, but the Company is actively monitoring the situation and will take all necessary measures to minimize potential negative impacts in the event of a worsening situation. With its infrastructure and working procedures, the Company is fully trained and ready to ensure business continuity so that trading can run smoothly. Infrastructure and work processes are adapted to work in crisis situations, employees are on standby, and tests related to working in such circumstances have been successfully conducted, thus ensuring continuous trading in securities throughout the trading day, without difficulties even in emergencies.
The long-term effect can also affect the company's operations in terms of difficult operations of our clients issuers, as well as reducing the volume of trade due to possible uncertainties of investors related to the impact of the crisis on the Croatian economy. Despite the mentioned, at the date of issue of these financial statements, the Company continues to settle due to liabilities and, consequently, prepares financial statements under the assumption of indefinite operation.
Apart from the above, no other business events or transactions have occurred after the balance sheet date that would have a material impact on the financial statements on or for the period then ended or are of such significance to the Company's operations as to require disclosure in financial statements.
After the Zagreb Stock Exchange acquired a 5.3% stake in the Macedonian Stock Exchange at the end of 2019, in March 2021 the Macedonian regulator positively assessed the detailed documentation submitted by the Zagreb Stock Exchange and agreed to further acquire shares whose total cumulative amount does not exceed 20% of total issued shares with voting rights. The Zagreb Stock Exchange intends to increase its ownership stake in the Macedonian Stock Exchange from 5.3% to 15.19% by acquiring additional 276 shares, or 9.89% of the shares of the Macedonian Stock Exchange.
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