Unaudited business report of Telekom Slovenije and the
Transcription
Unaudited business report of Telekom Slovenije and the
Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Ljubljana, 24 Februar 2011 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Contents 1 INTRODUCTORY NOTE ................................................................................................................................ 3 2 TELEKOM SLOVENIA GROUP ...................................................................................................................... 3 2.1 Operating Highlights ................................................................................................................ 3 2.1.1 Key financial indicators .................................................................................................... 3 2.2 On the map of Europe ............................................................................................................. 4 2.3 Organization of the Telekom Slovenia Group ......................................................................... 4 3 CORPORATE GOVERNANCE ....................................................................................................................... 6 4 OWNERSHIP STRUCTURE AND SHARE TRADING .................................................................................... 9 5 SIGNIFICANT EVENTS IN 2010 .................................................................................................................. 11 6 SIGNIFICANT EVENTS AFTER THE ACCOUNTING PERIOD ................................................................... 15 7 RISK MANAGEMENT ................................................................................................................................... 16 8 EMPLOYEES ................................................................................................................................................ 16 9 FINANCIAL REPORT OF THE TELEKOM SLOVENIA GROUP AND TELEKOM SLOVENIJE, D.D. FOR THE YEAR 2010 .................................................................................................................................................... 17 9.1 Introductory notes .................................................................................................................. 17 9.2 Unaudited financial statements of the Telekom Slovenia Group for the year 2010 .............. 20 9.3 Unaudited financial statements of the Telekom Slovenije, d.d. for the year 2010 ................ 25 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 1 INTRODUCTORY NOTE Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange, Telekom Slovenije, d. d., with its registered office at Cigaletova 15, Ljubljana, hereby publishes the Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d. d. for the year 2010. All the financial statements of the Telekom Slovenia Group and Telekom Slovenije, d. d. have been compiled in accordance with the International Financial Reporting Standards. The financial statements for the year 2010 have not been audited. The Company's Supervisory Board discussed the Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d. d. for the year 2010 at its session on 23 February 2011. Any significant changes to the data contained in the prospectus for listing on the stock exchange are regularly published by the Company on the Ljubljana Stock Exchange's website SEOnet and on the Company's website at www.telekom.si. The Unaudited Business Report for the year 2010 is also available on the Company's website at www.telekom.si. 2 TELEKOM SLOVENIA GROUP 2.1 2.1.1 Operating Highlights Key financial indicators 2009 / 31.12.2009 adjusted in million EUR / in % 2010 / 31.12.2010 Index 10/09 Operating revenues 856.1 843.6 99 EBITDA* 267.8 246.2 92 31.3% 29.2% 93 70.2 -176.4 - 8.3% -21.0% - 29.5 -211.2 - Total assets 1,925.5 1,658.3 86 Equity 1,001.6 806.9 81 52.0% 48.7% 94 590.2 504.4 85 2.2 2.0 93 184.8 113.6 61 83.0 132.6 160 EBITDA margin EBIT RoS (EBIT/net sales) Net profit/loss Equity Ratio Net financial debt (NFD) NFD / EBITDA* CAPEX EBITDA - CAPEX Cash Margin 31.0% 53.9% *EBITDA: operating profit before depreciation & amortisation and impairment of PPE and intangible assets. 174 The comparative period is adjusted to the change in accounting policy. For explanation see p. 17 in 18 of the Financial Report. 3 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 2.2 On the map of Europe Telekom Slovenia Group markets are displayed on the map below: Hungar Sloveni Croatia Croati Romani Bosnia and Herzegovin Serbi Bulgari Kosov Montenegr Macedoni Albani Greec Spai Gibralta Morocco Provider of all Internet International 2.3 of Organization of the Telekom Slovenia Group As at 31 December 2010 the Telekom Slovenia Group consisted of the parent company Telekom Slovenije, d. d., 15 direct subsidiaries and 10 indirect subsidiaries. Changes in the organization of the group in 2010: - In January 2010 the subsidiary PRIMO Communications d.o.o. was merged with its subsidiary Bindi Integrated Services JSC. - The Dutch company Telekom Slovenije Finance B.V. was dissolved in March pursuant to a simplified liquidation procedure. It was founded with the purpose of issuing bonds, which were later issued by Telekom Slovenije, d.d. directly, and hence there was no reason for further existence of the company. - Germanos Telecom AD Skopje was renamed to ONE TO ONE AD Skopje on 13 April 2010. - The Dutch Company SIOL B.V. went into liquidation on 26 May 2010. After initiating liquidation procedures the company changed its name to SIOL B.V. in liquidation. - On 15 October 2010 the Macedonian company ONE AD Skopje was transformed into a limited liability company. Due to this the company name was changed to ONE DOOEL Skopje and later to ONE DOO Skopje, when a new shareholder entered the company. 4 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. - On 10 November 2010 the Macedonian company ONE DOO Skopje acquired a 16.62% share in the Macedonian subsidiary ON.NET DOO Skopje from a minority shareholder. - Through an increase in capital in the Macedonian company ONE DOO Skopje, Telekom Slovenije, d.d. received a 20.53% share in the company, while the share of the partner, SIOL B.V. in liquidation was decreased to 79.47%. - The Croatian company POGODAK TRAŽILICA d.o.o., which is fully owned by the subsidiary Najdi, informacijske storitve d.o.o., initiated the process of liquidation on 27 December 2010. Due to the liquidation process, the company name was changed to POGODAK TRAŽILICA d.o.o. u likvidaciji. - On 30 December 2010 Telekom Slovenije, d.d. purchased its 50% share in PLANET 9 d.o.o., thereby becoming the sole owner of the company. Slovenia Abroad Telekom Slovenije, d. d. Mobitel, d.d. 100 % ON.NET DOO Skopje (Macedonia) 83.38 % M-Pay, d.o.o. 50 % IPKO Telecommunications d.o.o. (Kosovo) 93.11 % SOLINE, d.o.o. 100 % Ipko Net Albania, d.o.o. 100 % GVO, d.o.o. 100 % Media Works, d.o.o. 100 % AVTENTA.SI, d.o.o. 100 % DSN, d.o.o. 100 % Najdi, informacijske storitve, d.o.o. 100 % ANEKS d.o.o. Banja Luka (BiH, Republic of Srpska) 70 % MEGANET, d.o.o. 50.1 % Gibtelecom Limited (Gibraltar) 50 % POGODAK TRAŽILICA d.o.o. u likvidaciji (Hrvaška) 100 % SIOL d.o.o. (Croatia) 100 % Pogodak, d.o.o. (Srbija) 100 % SIOL B.V. in liquidation (Netherlands) 100 % PLANET 9, d.o.o. 100 % ONE DOO Skopje (Macedonia)* 79.47 % ONE DOO Skopje (Macedonia) 20.53 % ON.NET DOO Skopje (Macedonia)* 16.62 % ONE TO ONE AD Skopje (Macedonia) 100 % DIGI PLUS MUTIMEDIA LTD., Skopje (Macedonia) 100 % PRIMO Communications d.o.o. (Albania) 75 % * In November and December 2010 Telekom Slovenije, d.d. increased the capital of the Macedonian company One for a total value of €40 million. The final increase of capital was registered on 12 January 2011. 5 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 3 CORPORATE GOVERNANCE Management Board Telekom Slovenije, d.d. is managed by a five-member Management Board, which began its four-year term in 2010. As of 31 December 2010 it is comprised of the following members: - Ivica Kranjčević, President - Zoran Vehovar, MSc, Vice-President - Jožko Peterlin, PhD member - Marko Boštjančič, member - Darja Senica, member and Workers Director On 13 March 2010 the term of the President of the Management Board, Bojan Dremelj, MSc, came to an end and on 30 April 2010 the terms of two members of the Management Board, PhD Filip OgrisMartič and Željko Puljić, MSc, also expired. The term of the Vice-President of the Management Board Dušan Mitič also came to an end on 30 April 2010. Supervisory Board The Company's Supervisory Board consists of nine members, six of whom are shareholder representatives and three of whom are employee representatives. Members of the Supervisory Board issued a statement on fulfilling the criteria of independence according the Code of Management of Publicly Traded Companies. As of 31 December 2010 the Supervisory Board consists of: Shareholder representatives: - Tomaž Berginc, MSc, President - Tomaž Kalin, PhD, Vice-President - Jaroslav Berce, PhD, member - Marko Hočevar, PhD, member - Ciril Kafol, MSc, member - Zvonko Kremljak, PhD, member Workers’ representatives: - Milan Richter, Vice-President Martin Gorišek, member Branko Sparavec, member The Supervisory Board operated throughout the year within the same constitution. The four-year term of shareholders’ representatives lasts until 26 April 2013 and the term of workers' representatives until 13 November 2013. Management and governance of subsidiaries The constitution of the bodies managing and supervising Telekom Slovenia Group subsidiaries as of 31 December 2010 Slovenia MOBITEL, d.d. Board of Directors: Ivica Kranjčević, President, Zoran Janko, Zoran Vehovar, MSc, Marko Boštjančič, Jožko Peterlin, PhD, Tjaša Škrilec and Branko Miklavčič CEO: Zoran Janko Notes: The company has a single-tier system of corporate governance. 6 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Metod Zaplotnik was a member of the Board of Directors until 15 February 2010 and Klaudij Godnič was a member of the Board of Directors and CEO until 28 February 2010, while the resignations of Filip Ogris-Martič, PhD and Željko Puljić, MSc were accepted on 30 April 2010. Since 12 February 2010 Ivicia Kranjčević has been a member of the Board of Directors and its President since 1 March 2010. Since 1 March 2010 Zoran Vehovar, MSc has been a member of the Board of Directors, while Zoran Janko has been a member of the Board of Directors and CEO since 1 March 2010. Since 1 May 2010 Marko Boštjančič has been a member of the Board of Directors and its Vice-President since 10 June 2010. Jožko Peterlin, PhD has been a member of the Board of Directors since 1 June 2010. GVO, d.o.o. Managing Director: Edo Škufca Note: Until 28 February 2010 Jožefa Guzej was the managing director. AVTENTA. SI d.o.o. Managing Director: Iztok Klančnik Najdi, informacijske storitve, d.o.o. Managing Director: Bojana Sonnenwald Turk PLANET 9 d.o.o. Managing Director: Rudolf Skobe Abroad IPKO Telecommunications, d.o.o. Board of Directors: Ivica Kranjčević, President, Bujar Musa, Vice-President, Akan Ismaili, Klavdij Godnič, Branko Babič CEO: Branko Babič Notes: Management and governance are executed in line with the relevant legislation in Kosovo. Until 15 April 2010 Dušan Mitič was the President of the Board of Directors and on 15 April 2010 he was replaced by Ivica Kranjčević. On 1 February 2011 Branko Babič was relieved from duties as a member of the Board of Directors and CEO, while Robert Erzin, MSc was appointed as his replacement. Aneks d.o.o. Banja Luka Managing Director: Igor Bohorč, MSc Notes: Management and governance are executed in line with the relevant legislation in Republic of Srpska (Bosnia and Herzegovina). Darko Simičević was a member of the Board of Directors until 5 February 2010, when he was relieved of his duties and replaced by Nebojša Antonijević, MSc. Željko Puljić, MSc was a member and the President of the Board of Directors until 15 April 2010, when he was relieved of his duties, and replaced by Zoran Vehovar, MSc. At the General Meeting of the company on 16 July 2010 the Management Board, consisting of Zoran Vehovar, MSc, President, Boštjan Kralj, MSc and Nebojša Antonijević, MSc, was relieved of its duties. Their mandate was concluded when the registration was complete on 8 August 2010. PRIMO Communications d.o.o. Directors: Mag. Robert Erzin, Visar Dobroshi, Meta Zakrajšek, Barbara Kozarić CEO: Visar Dobroshi Notes: Management and governance are executed in line with the relevant legislation in Albania. Dušan Mitič was the Managing Director until 1 May 2010, when he was replaced by Robert Erzin, MSc. The General Meeting of the company on 27 July 2010 relieved Yllij Panariti, Bujarj Musa and Boštjan Kralj, MSc, from duty upon handing in their resignations, and appointed Visar Dobroshi to become the new CEO, and Meta Zakrajšek and Barbara Kozarić as Managing Directors. Visar Dobroshi and Robert Erzin, MSc. handed in their resignations. Visar Dobroshi will conclude his term at the end of March 2011, and Robert Erzin, MSc at the end of January 2011. Gibtelecom Limited Board of Directors: Joe Holliday, President, Tim Bristow, Dilip D. Tirathdas, Jožko Peterlin,PhD Zoran Vehovar, MSc, Brigita Boh, MSc. CEO: Tim Bristow Notes: Management and governance are executed in line with the relevant legislation in Gibraltar. 7 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Ivica Kranjčević and Filip Ogris-Martič, PhD were members of the Board of Directors until 25 May 2010, when they were replaced by Jožko Peterlin, PhD and Zoran Vehovar, MSc. Klavdij Godnič was a member of the Board of Directors until 27 October 2010, when he was replaced by Brigita Boh, MSc. SIOL d.o.o., Hrvaška Managing Director: Janez Marovt Notes: Management and governance are executed in line with the relevant legislation in the Republic of Croatia. On.net d.o.o. Skopje Managing Director: Klavdij Godnič Procurator: Janez Marovt Notes: Management and governance are executed in line with the relevant legislation in the Republic of Macedonia. Until 11 November 2010, Predrag Čemerikić was the Managing Director. Dušan Mitič and Mitja Štular, PhD were members of the Supervisory Board until 16 July 2010, when they were relieved of their duties, and replaced by Klavdij Godnič and Lea Benedejčič. Since 14 October 2010 Aleksandar Trajkovski has been a member of the Supervisory Board; he was appointed to replace Vladimir Peškevski, who resigned from the position in 2009. On 11 November 2010 the complete Supervisory Board, consisting of Klavdij Godnič, Lea Benedejčič and Aleksandar Trajkovski, was relieved of their duties due to a changed memorandum of association. SIOL B.V. in liquidation Liquidator: Barbara Kozarić Notes: Management and governance are executed in line with the relevant legislation in the Netherlands. Until 30 April 2010 Boštjan Kralj MSc, and Darja Vrhunc were A directors, and Filip Ogris-Martič, PhD and Dušan Mitič were B directors. Until 30 November 2010 Tomaž Cirman was the liquidator. He was replaced by Barbara Kozarić on 1 December 2010. The company has been in liquidation since 26 May 2010. ONE AD Skopje Managing Directors: Klavdij Godnič in Dejan Kalinikov Notes: Management and governance are executed in line with the relevant legislation in the Republic of Macedonia. Until 28 February 2010 Olivier Poncin and Filip Ogris-Martič, PhD were members of the Board of Directors. Klavdij Godnič and Ivica Kranjčević were members of the Board of directors as of 1 March 2010. Dušan Mitič was a member of the Board of Directors until 1 May 2010, when he was replaced by Branko Babič. On 15 October 2010 the whole Board of Directors, comprising of Klavdij Godnič, Dejan Kalinikov, Ivica Kranjčević, Branko Babič, Boštjan Kralj, MSc and Janez Marovt (procurator) was relieved of its duties and Klavdij Godnič and Dejan Kalinikov were appointed as Managing Directors. Dejan Kalinikov handed in his resignation on 17 January 2011 and the General Assembly relieved him as Managing Director. Due to a change in company management and governance, the company will only have one Managing Director. ONE TO ONE AD Skopje Board of Directors: Klemen Ramoveš, CEO, Non-Executive Directors: Tatjana Veljkovikj, Dejan Kalinikov Notes: Management and governance are executed in line with the relevant legislation in the Republic of Macedonia. Until 13 April 2010 the company name was Germanos Telecom AD Skopje. Filip Ogris-Martič, PhD was a member of the Board of Directors until 15 April 2010, when he was replaced by Tatjana Veljkovikj. Igor Lokar was the procurator until 5 July 2010, when he was relieved from duty by the Board of Directors. Boštjan Kralj, MSc was the CEO until 9 August 2010, when he was relieved from duty and Klemen Ramoveš was appointed CEO. On 17 January 2011 Dejan Kalinikov and Tatjana Velkovikj handed in their resignations from the Board of Directors. The General Assembly relieved them from duty, and appointed Janez Marovt and Barbara Kozarić to their positions. DIGI PLUS MULTIMEDIA Company Telecommunication Services Skopje LTD. Managing Director: Janez Marovt Notes: Management and governance are executed in line with the relevant legislation in the Republic of Macedonia. Up until 30 March 2010 Predrag Čemerikić was the Managing Director. 8 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 4 OWNERSHIP STRUCTURE AND SHARE TRADING Ownership structure In 2010 no major changes were detected in the ownership structure of Telekom Slovenije, d.d. The biggest changes in ownership were noted in resident corporates, which increased their share by 0.43 percentage points to 6.64%, and in investment companies, which decreased their share by an equal percentage to 2.76%. The number of shareholders dropped in comparison to 2009. On the last day of December 2010 there were 12,676 shareholders in Telekom Slovenije d.d.’s register of shareholders; a decrease of 726 since the end of 2009. Ownership structure as of 31 December 2010 52,54 % Republlic of Slovenia 14,25 % SOD (state fund) 10,25 % Individual shareholders 6,64 % Domestic legal persons 7,36 % KAD and PPS ( state fund) 6,13 % Institucional investors 2,37 % Foreign legal investors 0,46 % Treasury shares 10 largest shareholders As of 31 December 2010, the 10 largest shareholders held 79.99 percent of the capital stock of the company; the same as in 2009. In 2010 Alpe Adria Privatbank AG and NLB d.d. were replaced in the top ten by Intersvet d.o.o. and Perspektiva FT d.o.o. A comparison of the ten largest shareholders in 2010 and 2009. Shareholder as of 31 December 2010 % Republic of Slovenia 52,54 Republic of Slovenia 52,54 Slovenska odškodninska družba d.d. 14,25 Slovenska odškodninska družba d.d. 14,25 Shareholder as of 31 December 2009 % Kapitalska družba d.d. 5,59 Kapitalska družba d.d. 5,59 NFD 1 delniški investicijski sklad d.d. 2,36 NFD 1 delniški investicijski sklad d.d. 2,37 Kapitalska družba d.d. – PPS 1,77 Kapitalska družba d.d. - PPS 1,77 Triglav vzajemni skladi – delniški Triglav 0,85 Triglav vzajemni skladi – delniški Triglav 0,85 Perspektiva FT d.o.o. 0,75 Poteza naložbe d.o.o. 0,70 Intersvet d.o.o. 0,66 Alpe Adria Privatbank AG 0,70 Hypo Bank d.d. 0,64 Hypo Bank d.d. 0,67 Poteza naložbe d.o.o. – v stečaju 0,58 NLB d.d. 0,55 Total 79,99 Total 9 79,99 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Number of shares held by the Management Board and the Supervisory Board members of Telekom Slovenije, d.d. as of 31 December 2010. Name Office Number of shares % 338 0,0052 100 0,0015 125 0,0019 1 0,0000 564 0,0086 Uprava Ivica Kranjčević MSc. Zoran Vehovar Marko Boštjančič PhD. Jožko Peterlin Darja Senica President of the Management Board Vice-President of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board and Workers' Director Nadzorni svet MSc. Tomaž Berginc President of the Supervisory Board PhD Jaroslav Berce Member of the Supervisory Board PhD Marko Hočevar Member of the Supervisory Board MsC. Ciril Kafol Member of the Supervisory Board PhD Tomaž Kalin Vice-President of the Supervisory Board PhD Zvonko Kremljak Member of the Supervisory Board Martin Gorišek Member of the Supervisory Board Milan Richter Vice-President of the Supervisory Board Branko Sparavec Member of the Supervisory Board Total Share trading and key share-related financial data In 2010 the share largely followed general trends for the prices of “blue-chip” shares in the Ljubljana Stock Exchange, which is marked by the SBI TOP index. The shares recorded a 37.76 percent drop in value in 2010, compared to the beginning of the year. On the last trading day in December 2010, the price of the share stood at EUR 86. TSLG trading statistics at the Ljubljana Stock Exchange in 2010 Share price* in EUR 2010 2009 High 137,03 177,69 Low 83,60 118,00 104,39 148,57 2010 2009 Average Volume in thousand EUR Total for the year 20.824,94 33.768,95 Highest daily volume 1.031,68 5.923,80 Lowest daily volume 0,79 2,62 82,97 134,54 Average *Notes: when the Ljubljana Stock Exchange switched to the Xetra® international trading system on 6 December 2010, the standard price became the closing price, which replaced the previous average price. 10 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Standard price and the volume of trading of TSLG shares in comparison with the SBITOP index 140 EUR 130 1.050 TLSG 1.000 120 950 110 SBITOP 100 900 90 850 80 70 800 TLSG in EUR SBITOP Dividends The Telekom Slovenije, d.d. dividend policy is development-oriented and geared towards strengthening the competitive market position. The dividend is defined in the company’s Statute, as the percentage of net profit, whereby securing funds for investments in accordance with the development plan takes precedent. The dividend policy for the period 2011-2015 states that up to 40% of the group’s net profit may be used for the annual dividends payments. The General Meeting decides on the gross amount of the dividend per share for each year th individually. The 17 General Meeting, which took place on 1 July 2010, passed the resolution on payment of dividends in the amount of EUR 3.00 per share. 5 SIGNIFICANT EVENTS IN 2010 JANUARY: - Najdi.si and Teledat begin operating as a merged company under the name Najdi, informacijske storitve. Telekom Slovenije and Mobitel receive recognition as reputable employers for 2009. Avtenta.si receives the status of an Exchange and OCS Service Provider, which facilitates the provision of packaged services. Primo Communications takes over its subsidiary Bindi Integrated Services JSC. Telekom Slovenijeimplements renewed information systems CRM2, OSS Inventory & WF, and UNOS (Remedy). Mobitel, in collaboration with the Slovenian Association of Friends of Youth sends 90 children on a 5-day winter holiday in the holiday homes of the Ljubljana Association for Children’s Holidays and Recreation. Ipko telecommunications company joins the humanitarian initiative taken by TopMedia and other Albanian mobile telephony providers, which aims to help the families affected by the floods in Shkodër. Cankarjev dom thanks its sponsors and donors for their loyalty and support. Mobitel is recognized as sponsor of the year for 2009. The Golden Thread project names Teledat among the 101 best employers in Slovenia for 2009. FEBRUARY - Aneks introduces its latest service – digital television "blicTV". Aneks offers bundled packages with higher data transfer rates, including the "3 in 1" triple play package (internet, telephony and television). 11 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. - The Macedonian One offers a service for data traffic measurement. The most visited and frequently used Slovenian business register bizi.si undergoes a renovation process. It provides more options for company presentation and is better organized, more interactive and easier to use. All SiOL TV users can follow the live broadcasts from the Vancouver 2010 Winter Olympics in HD with Slovenian commentators on channel 207 (fiber optics) or 199 (xDSL). MARCH - On 1 March, Klavdij Godnič becomes the Chief Executive Director at One in Macedonia. Zoran Janko becomes the Chief Executive Director of Mobitel; Mojca Klopčič becomes the Chief Financial Officer of Mobitel. On 1 March Edo Škufca takes over the management of GVO. Prior to that he was the director of the Operational construction unit. Mobitel introduces the new Nokia Messaging push e-mail service on 1 March 2010; it is the first mobile operator in Slovenia and SE Europe to introduce this service. The Olympic page on the siol.net portal records over two hundred thousand, or more precisely, st 200,761 unique visitors (and nearly 2 million views) during the 21 Olympics. Telekom Slovenije introduces a new format for billing telephony and SiOL services; the bills are similar to most standardized bills for other services people receive – folded with perforated edges. During the Olympics, Telekom Slovenije offers visitors of the Slovenian Olympic village a cool multiplayer mobile game SiOL Snowball Fight. The new President of the Management Board of Telekom Slovenije, Mr. Ivica Kranjčević, officially starts work on 13 March. The 2010 Ecoquiz gets record numbers of competitors from primary schools – more than 3,800 take part in the eco awareness quiz. Avtenta.si is the Golden Sponsor of the Cisco Expo conference. bizi.si brings to life the first e-market for companies. Telekom Slovenije, Mobitel, and SiOL receive their third Superbrand title. Mobitel introduces the new upgraded M:Namiznik (M:Desktop) service which provides additional functionalities. Lea Benedejčič, the Marketing and Customer Care Officer at the Macedonian One, Receives the Macedonian Manager of the Year Award for 2009. APRIL - - The social responsibility Ecoquiz eco-campaign, which is predominantly sponsored by Telekom Slovenije receives the eminent PR prize Gold Quill. After a one year period, Avtenta.si accomplishes the first reaccreditation of the si-hramba.eu service, and thus proves for the second time that the service complies with all laws of the current archiving legislation. Aneks offers its IP telephony and internet services in the Sarajevo area. Among the first in Europe, Mobitel implements the state-of-the-art HSPA+ technology and becomes the first Slovenian provider to provide its users with faster and better mobile internet. Telekom Slovenije adds the “Pisarna po meri” (Customized office) to its Business package offer, which is intended for small and middle sized companies. The second international technical workshop of Telekom Slovenia Group takes place; in addition to the experts from One, Ipko, Primo, and Aneks, experts form Gibtelecom, Mobitel, Avtenta.si, and Planet 9 also attend the workshop. The new Workers’ Council of Telekom Slovenije,d.d. is constituted. MAY - New members of the Telekom Slovenije Management Board commence duty. The President of the Management Board, Ivica Kranjčević, who already started in March, is joined in May by Zoran Vehovar, who is also the Vice-President of the Management Board, and Marko Boštjančič. Just five months after the first 3D TVs were introduced in Las Vegas, Planet 9 and Telekom Slovenije provide 3D content on a 3D TV, namely live matches from the Roland Garros tennis tournament. 12 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. - - On World Telecommunication and Information Society Day, Telekom Slovenije and Mobitel respond to an appeal from the Ljubljana Lions Club humanitarian organization and donate desktop computers for modern teaching methods to the Tončka Hočevar work and care center in Ljubljana, CUDV Dolfka Boštjančič in Ig (social and health care training), Janez Levc Training Center in Ljubljana and the Association of the Deaf and Hard of Hearing in Ljubljana. One receives the first award in the category of corporate humanitarian actions by large and medium sized companies in 2009, in the selection process organized by the Center for Institutional Development (CIRA). JUNE - - The remaining member of the Management Board, Jožko Peterlin, PhD commences duty on 1 June. Najdi.si provides users with new online dictionaries. Following the addition of the Spanish, French and Italian dictionaries, users can now use 10 dictionaries for 5 languages. The Florence & The Machine concert at Kino Šiška concludes the first part of the concert trilogy organized by Mobitel in 2010 as a part of its Itak Džafest festival. The new Telephone Directory of Slovenia (TIS) – spring 2010 is published on CDs and online. It comes with several new features: a new map of Slovenia, monthly updates of the TIS database on CDs via internet (for all existing and new subscribers of TIS), and the option of installing a toolbar in the web browser for easier searching. Telekom Slovenije is the first to successfully undergo an external verification of reporting on sustainable development in Slovenia. At the beginning of June Mobitel and Ericsson Slovenia host a three-day meeting of the workgroup for users of the Ericsson telecommunication equipment. Between 17 and 20 June the main cycling event in the country takes place – Tour de Slovénie. Users can follow it at www.siol.net, Mobitel's Planet multimedia mobile portal, on Facebook and Twitter. Telekom Slovenije and Mobitel are the main sponsors of Festival Ljubljana, with Planet 9 as its media sponsor for the first time. One introduces PUMA PHONE with solar cells for battery charging and a unique selection of applications and tools. The popular band Gossip gives an excellent concert at the Itak Džafest festival. According to Slovenian users in the independent research carried out by Reader’s Digest, Telekom Slovenije, Mobitel, and SiOL are again selected as the most trusted brands. For the third time in a row, Avtenta.si successfully undergoes the external audit and confirms its Cisco Silver Status. JULY - - - th The 17 Telekom Slovenia General Meeting, which was held on 1 July 2010, discussed the Supervisory Board report on approving the 2009 annual report, approved the amendments and supplements to the company Articles of Association, approved the proposed use of distributable profits for 2009, and appointed the auditor for auditing business results for 2010. In accordance with the Act Regulating the Income of Managers of Companies Owned by the Republic of Slovenia and Municipalities, the General Meeting was also briefed on regulations on other rights of management board members. The General Meeting did not confer its official approval on the Management Board in the previous constitution and the Supervisory Board, which was in power until 25 April 2009. The Meeting did confer its official approval on the new members of the Supervisory Board for this term. The shareholders were briefed on key findings of a detailed auditing revision of the acquisitions in Macedonia and of Najdi.si. On the grounds of good practice within the EU, Mobitel unifies the prices for roaming in the networks of operators in non-EU countries on 1 July 2010; it also activates the automatic limit for data transfer abroad to €60 for all users, which allows efficient cost control for data transfer abroad. Telekom Slovenije hosts Slovenian Prime Minister Borut Pahor and the Minister of Economy, Matej Lahovnik. Telekom Slovenije online assistant, Tia, is upgraded with new features in July: links to online chat and remote assistance. 13 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. - The Avtenta.si training center is selected again as the winner amongst all Microsoft training centers. Mobitel and Samsung exclusively premiere the heavily anticipated Samsung Galaxy S smartphone with Slovenian menus. Slovenia is thus one of the few countries where this device is already available. Ipko reduces roaming and GPRS data prices and offers bonuses for every top-up of mobile accounts. AUGUST - - Telekom Slovenije launches the SiOL Box sales campaign. The new set-top box brings many new features and functionalities, and with it a completely new user experience. With this device, Telekom Slovenije and its SiOL brand begin to implement the concept of the so-called social television. GVO makes an important step in realizing its strategic objectives abroad – the first business abroad is underway. The first team is off to the Czech Republic to install a fiber optic cable connection for a solar power plant. Macedonian ONE and HTC organize a competition for the best new application to promote the Android operating system and HTC mobile phones, and also to support and improve the innovativeness of Macedonian programmers. Following a successful internal review in July, Avtenta.si becomes the official Elite Service Provider Infrastructure Juniper Partner. SEPTEMBER - Telekom Slovenije implements new prices for SiOL TV packages and a special additional fee for digital subscriber access to the fiber optic network. Telekom Slovenije files a motion to initiate bankruptcy proceedings against T-2. Mobitel, Samsung and BMW Group Slovenia launch a joint campaign “Vroče povezani” which combines two of the hottest products on the market – the Samsung Galaxy S smartphone and the MINI One car. One presented its promotional offer in mobile telephony, which allows users to make 400 minutes free on-net calls every month for the duration of their 24-month contract. Popular series Prepisani, produced by Planet 9, is premiered in SiOL BOX LIVE, and on siol.net, the modernized SiOL iO online television and Planet mobile portal. Mobitel and Telekom Slovenia present a new, converged service for small, medium and large companies – Single Business Network. This service unites fixed and mobile networks and brings a number of advantages for users within a company. In mid-September, Mobitel’s Workers’ Council and Sineks trade union organize a working action in the Sečovlje Salina, in which Mobitel’s employees help prepare the crystallization basins for winter and the new season. The floods in September cause great damage to the telecommunications infrastructure. In addition to measuring the organizational climate, the Telekom Slovenia Group measures organizational culture for the first time. Planet 9 takes over as the manager of the rights over TV content for the entire Telekom Slovenia Group. OCTOBER - At the Golden Drum international advertising festival, Mobitel is awarded the prestigious Silver Drum for the “Letopis družbe Mobitel – Ogledalo uspeha” (Mobitel Company Profile: the Mirror of Success) publication. On Tuesday 5 October, Mobitel launches a new corporate advertising campaign which brings together tradition, care for the environment, charity and high-level sport under the slogan: “You are as big as your heart is.” By selling the SiOL BOX mascot Xobi toy, funds are raised for the Mali Princ (Little Prince) organization. A total of 1007 Xobi toys are sold and Telekom Slovenije doubles the amount raised and hands a €11,748 check to the Mali Princ organization at a ceremeony at Želva, which manufactured Xobis. 14 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. - Najdi presents the Najdi.si map with a new look and updated content. Free-of-charge najdi.si now also includes new features: camera images, city transport lines and satellite images. The SiOL TVoj interactive web magazine grants itself a place amongst the finalists competing for the Digital Magazine Awards. Aneks presents attractive and affordable DUO and TRIO price plans to its users. One receives two national awards for corporate social responsibility in 2009. NOVEMBER - Just six months after the first 3D TV sets were presented in Slovenia, SiOL TV users are able to access 3D content on demand, which they can watch on a 3D-ready TV set together with special glasses. In November, Telekom Slovenije offers its users the option to subscribe to program extras HBO and Eksplozivni (Explosive), which are now available with all SiOL TV packages. Mobitel expands its range of products with a cutting edge Samsung Galaxy TAB multimedia communicator, for which Mobitel has prepared an android Mobile TV application, which is also available for other mobile phones running on this operating system. On 11 November 2010, at 11:11 AM, One marks the first year of its commercial presence on the Macedonian market. Mobitel presents the first smartphone with the Windows Phone 7 operating system on the Slovenian market. The advanced Samsung Omnia 7 is the first in the series of mobile phones with this operating system available at Mobitel. Telekom Slovenia receives the daily Finance's award for best annual report in sustainable development. The doors open to the seven so-called "demo points", where users can test and subscribe to SiOL broadband services. In mid-November, Telekom Slovenije presents a new Trio 10M postpaid price plan and offers HD channels to users with copper network. New feature on SiOL BOX: Access to Twitter Aneks refurbishes the blic-net website. Telekom Slovenije offers a new feature to its business partners in its 080 toll-free number service – the Click to Call 080 solution. Soline, Pridelava soli, presents the “MANSALT – Man and Nature at the Sečovlje Salina” project aimed at preserving the Sečovlje Salina Nature Park. One and the Slovenian Business Association help the Skopje Red Cross to open a shelter for homeless people. th The Slovenian Association of Friends of Youth marks the 20 anniversary of the TOM phone for children and youngsters with a round table on the impact of poverty on children’s rights, and thanks Telekom Slovenije at the event for having supported this important communication channel for children and youngsters over the years. DECEMBER - At the beginning of December, Telekom Slovenije launches a new service for remote surveillance and protection of apartments, houses, and small business facilities. Mobitel selects the winners of the M:Android competition, in which over 100 developers entered over 150 concepts for new applications for Android mobile phones. The competition was organized in collaboration with HTC. Avtenta.si successfully passes recertification for SAP Hosting status. The review was carried out by authorized experts from SAP AG. Mobitel prepares a special campaign, in which its users can buy mobile phones and communications devices in installments and without interest. The siol.net web portal and five other Slovenian web portals sign the code on regulating hate speech on web portals. 6 SIGNIFICANT EVENTS AFTER THE ACCOUNTING PERIOD JANUARY: - Serbian Pogodak DOO Beograd, which is fully owned by Telekom Slovenije's subsidiary Najdi, informacijske storitve, d.o.o., initiates liquidation proceedings on 11 January 2011. Due to the 15 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. initiation of liquidation proceedings, the company’s name is changed to Pogodak DOO Beograd – u likvidaciji. FEBRUARY - - - Microsoft and Mobitel organize the M:Windows Phone 7 competition for the best Slovenian applications for mobile phones with the Windows Phone 7 operating system. At its regular session, Telekom Slovenije’s Supervisory Board is presented the future steps in the merger of Mobitel and Telekom Slovenije and approves them unanimously. In February, Telekom Slovenia digitalizes the cable TV service, keeping up with current trends in fiber optics and cable systems. After digitalization, all the channels are available in digital form and the number of channels increases to 95, which also includes HD channels. The price of the service does not however change. On the European Data Protection Day, subsidiary Avtenta.si is awarded the ISO/IEC 27000 certificate for data protection, which is an acknowledgment of a high level of data protection. On 1 February, Telekom Slovenija introduces the SiOL BOX S set top box, which provides advanced digital TV experience with all modern options and is a somewhat simpler version of SiOL BOX. Mobitel's representatives present the management of the Ljubljana Faculty of Electrical Engineering with a package of state-of-the-art mobile terminal equipment and use of data packages for the purpose of study process. Mobitel once again shows that it contributes to the development of Slovenian knowledge and strengthens partnership with educational and research institutions. The Ecoquiz, which is a quiz on eco issues for primary school children in 6th, 7th and 8th grades in Slovenian ecoschools, is presented at the Marija Vera primary school in Kamnik. Telekom Slovenija is a partner in the project for the third year and it provides the online version of the Ecoquiz. This year, children will learn about biodiversity, climate change and energy efficiency. 7 RISK MANAGEMENT Last year Telekom Slovenia Group thoroughly renewed its risk management system. To provide systematic and efficient risk management we adopted the risk assessment and risk reporting methodology, and established a risk management board. The methodology was introduced at workshops organized for the entire Telekom Slovenia Group. Comprehensive and timely risk detection and efficient risk management are primarily aimed at: - increasing the chances of realizing our strategic and business goals, - faster responses to internal and external changes, - better asset management, - reducing the impact of potential negative events, and - optimizing the risk/yield ratio. The risk management system throughout the group is coordinated by the Risk Management Office of the Finance Department at Telekom Slovenije. The office manages the risk registry, develops the methodology and necessary tools, warns about potential risks in certain areas and in business operations, and provides expert help in carrying out risk management processes. 8 EMPLOYEES Human resources were during year 2010 ensured through the hiring of scholarship recipients and apprentices, by reallocating employees within companies and by hiring external experts. Changes in organization were primarily carried out to optimize operations and increase the efficiency of processes. On 31 December 2010, Telekom Slovenia Group had 4,841 employees. 16 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 9 FINANCIAL REPORT OF THE TELEKOM SLOVENIA GROUP AND TELEKOM SLOVENIJE, D.D. FOR THE YEAR 2010 9.1 Introductory notes The consolidated financial statement of the Telekom Slovenia Group and the financial results for the parent company Telekom Slovenije, d.d. for the reported year, as well as for the comparable previous year, were compiled in accordance with: - the provisions of the Companies Act, the International Financial Reporting Standards (IFRS), adopted by the International Financial Standards Board (IASB), and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The financial statements have been adjusted for the comparable period last year due to a change in the accounting policy, effective as of 1 January 2010 and described below. The financial results for 2010 have not been audited. In terms of consolidating EU standards, there were no differences in the accounting principles of the Telekom Slovenia Group and Telekom Slovenije, d.d. on the balance sheet date between the IFRS as applied and the IFRS as adopted by the European Union. The financial statements have been prepared on a historical cost basis, except for available-for-sale assets and derivatives, which are disclosed at fair value, and specific classes of property, plant and equipment, which were revalued to fair value in accordance with IAS 16. In 2010 there was no authorized capital nor any conditional increase of the capital stock. The items in the financial results of Telekom Slovenia Group and the parent company Telekom Slovenije, d.d. are in EUR, rounded up to one thousand units. Change in accounting policy On 1 January 2010 the parent company Telekom Slovenije, d. d. amended its accounting policy for measurement after recognition, namely from a revaluation model to the historical cost model for the cable network and telephone exchanges. The reason for the aforementioned change lies in the fact that the majority of European telecom operators value telecommunications assets according to the historical cost model. This change will make the financial statements more comparable with those of other companies involved in the same or similar activity. IAS 16, which deals with property, plant and equipment, does not contain any specific provisions regarding the aforementioned change to the accounting policy. Therefore, the Telekom Slovenia Group and the parent company Telekom Slovenije, d. d. applied the provisions of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and adjusted the financial statements for past periods in accordance with IAS 1 Presentation of Financial Statements The effects of the amended accounting policy on the financial statements of the parent company Telekom Slovenije, d. d. and the consolidated financial statements are as follows: 17 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 31 December 2008 in thousand EUR Decrease in property, plant and equipment -54,771 Decrease in revaluation reserve for property, plant and equipment -49,869 Decrease in reserves -7,226 Decrease in deferred tax liabilities -4,902 Increase in current income tax liabilities 1,446 Change in retained earnings 5,780 31 December 2009 in thousand EUR Decrease in property, plant and equipment -48,670 Decrease in revaluation reserve for property, plant and equipment -44,291 Decrease in reserves -10,839 Decrease in deferred tax liabilities -4,379 Increase in current income tax liabilities 2,168 Change in net profit for the period 4,856 Change in retained earnings 3,815 Basic earnings per share and diluted earnings per share increased by 0.75 EUR. 31December 2010 in thousand EUR Decrease in depreciation of property, plant and equipment -6,101 Increase in income tax 1,245 Increase in net profit for the period 4,856 Basic earnings per share and diluted earnings per share increased by 0.75 EUR. Impairments In the second half of 2010, Telekom Slovenije, d.d. ordered an appraisal of fair value of investments in subsidiaries in Macedonia (One, One to one, On-net and Digi plus), Ipko in Kosovo, Primo in Albania, and Aneks in the Republic of Srpska (Bosnia and Herzegovina) and Najdi, informacijske storitve. Based on the appraisal by an authorized appraiser it was determined that the recoverable amount of investments was lower than their book value. In accordance with accounting standards the company impaired its financial investments in subsidiaries in the amount of the difference between the book and the recoverable amount of investments, and noted the difference in its business results as revaluation financial expenses. In accordance with IAS 36 the group financial results show an impairment in goodwill and other intangible and tangible assets. The impairment is recognized in the financial results as revaluation business expense. Telekom Slovenia Group Telekom Slovenia Group consists of the parent company Telekom Slovenije, d.d. and the following subsidiaries and groups: 18 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 31 December 2010 Company State MOBITEL, d.d. Slovenia 100% GVO, d.o.o. Slovenia 100% Group Najdi Slovenia 100% AVTENTA.SI d.o.o. Slovenia 100% SOLINE d.o.o. Slovenia 100% PLANET 9 d.o.o. Slovenia 100% Group IPKO Kosovo ON.NET DOO Skopje Macedonia ANEKS d.o.o. Banja Luka BIH - Republic of Srpska 70% PRIMO Communications Sh.p.k Albania 75% SIOL d.o.o. Croatia 100% Group SIOL B.V. Netherlands 100% ONE TO ONE AD Skopje Macedonia 100% DIGI PLUS MULTIMEDIA DOOEL Skopje Macedonia 100% 100.00% 83.38% Telekom Slovenije, d. d. has 100% economic ownership in all of its subsidiaries through call options acquired from and put options granted to minority shareholders. As a parent company, Najdi, informacijske storitve, d. o. o. holds a 100% interest in the following subsidiaries: POGODAK TRAŽILICA, d. o. o. u likvidaciji (Croatia), POGODAK DOO BEOGRAD (Serbia), and a 50.1% interest in the subsidiary Meganet, d. o. o. (Slovenia) The parent company of the IPKO Group, IPKO Telecom LLC is 100% owner of Ipko, LLC, Albania and N.B. “Mediaworks” Sh.p.k. Kosovo. Telekom Slovenije, d.d. has a 93.11% share, and for the remaining share the call option of the parent company, or put options of the minority shareholders. Telekom Slovenia Group owns 83.38% of On.net through the parent company, and the remaining 16.62% through One. The SIOL, B.V. Group comprises the subsidiary ONE DOO Skopje, Macedonia. Through Siol B.V. Telekom Slovenia Group controls 74.38% of One, while the parent company directly controls the remaining 25.62%. Mobitel, d. d. holds a 50% interest in M-Pay, d. o. o. and a 50% interest in Gibtelecom, d. o. o., a joint venture. The two companies are included in the consolidated financial statements using the equity method. 19 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 9.2 Unaudited financial statements of the Telekom Slovenia Group for the year 2010 Consolidated income statement for the year ending 31 December 2010 in thousand EUR 2010 Revenue 839,337 Other income 2009 adjusted # Index 10/09 847,507 99 4,257 8,599 50 843,594 856,106 99 4,523 3,611 125 Cost of goods and materials sold -46,738 -45,978 102 Cost of raw materials -16,761 -15,899 105 Cost of services -332,737 -346,199 96 Staff costs -162,522 -152,909 106 Depreciation and amortisation -214,460 -197,681 108 Total operating revenue Share of profit in a joint venture Other operating expenses Total operating expenses Profit from operations Financial income Financial cost Profit before tax Income tax expense Net profit/loss for the year Earnings per share - basic and diluted in EUR 20 -251,339 -30,885 814 -1,024,557 -789,551 130 -176,440 70,166 -251 4,272 5,895 72 -28,172 -32,780 86 -200,340 43,281 - -10,835 -13,817 78 -211,175 29,464 - -32.46 4.53 - Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Consolidated statement of comprehensive income for the year ending 31 December 2010 in thousand EUR 2009 adjusted 2010 Net profit for the period Index 10/09 -211,175 29,464 -717 -766 -39 - Deferred tax 153 7 - Net loss / gain on available-for-sale financial assets transferred to income statement 545 Revaluation of AFS financial assets Deferred tax relating to net loss/gain on available-for-sale financial assets transferred to income statement -109 Net gain or loss from revaluation of AFS financial assets -177 -32 - -81 -4,796 2 16 463 - 1,055 4,698 22 -211 -444 - 779 -79 -986 Change in surplus from revaluation of fixed assets Activity and intangible assets resources 39,627 0 - Deferred tax changes -7,925 0 - Change in surplus from revaluation of fixed assets Activity and intangible assets resources 31,702 0 - 3,122 -2,966 - Other comprehensive income 35,426 -3,077 - Total comprehensive income -175,749 26,387 - Changes in fair value of cash flow hedges Deferred tax Reclassification of changes in fair value of cash flow hedges Deferred tax Net gain or loss on changes in fair value of cash flow hedges F/X reserve 21 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Consolidated balance sheet as at 31 December 2010 in thousand EUR 31.12.2010 31.12.2009 adjusted 31.12.2008 adjusted Index 10/09 ASSETS Intangible assets 153,614 351,951 255,144 44 1,117,605 1,206,694 1,120,868 93 Investment in joint venture 41,023 38,863 38,619 106 Other investments 12,350 14,661 18,525 84 Other non-current assets 24,725 27,289 29,578 91 Property,plant and equipment Investment property 6,413 5,121 5,253 125 Deferred tax assets 18,681 13,226 10,483 141 1,374,411 1,657,805 1,478,470 83 Total not-current assets Assets held for sale 5,688 1,156 627 492 20,979 24,998 28,421 84 196,856 204,496 187,917 96 279 15,307 4,399 2 13,392 554 21,121 2417 Inventories Current trade and other receivables Income tax receivable Current financial assets Cash and cash equivalents 46,728 21,210 18,845 220 283,922 267,721 261,330 106 1,658,333 1,925,526 1,739,800 86 272,721 272,721 272,721 100 -3,671 -3,671 -3,671 100 Reserves 574,596 573,531 543,457 100 Retained earnings -115,546 111,433 148,820 -104 76,513 48,998 51,162 156 2,117 1,515 1,626 140 169 -2,961 5 -6 0 0 235 - Total capital and reserves 806,899 1,001,566 1,014,355 81 Non-current deferred income 9,549 8,528 9,169 112 37,815 30,529 30,580 124 65 35 46 186 Interest bearing borrowings 131,224 254,683 241,145 52 Other non-current financial liabilities 312,187 326,331 63,863 96 9,621 5,595 1,306 172 Total non-current liabilities 500,461 625,701 346,109 80 Trade and other payables 154,465 156,173 157,280 99 5,504 2,419 3,400 228 Total current assets Total assets EQUITY AND LIABILITIES Issued capital Treasury shares FA revaluation reserve Revaluation reserves for financial instruments F/X reserves Minority interest Provisions Non-current trade and other payables Deferred tax liabilities Income tax payables Interest bearing borrowings 125,451 56,277 177,431 223 Other current liabilities 16,999 38,871 1,411 44 Deferred income 22,912 19,238 18,437 119 Accruals 25,642 25,281 21,377 101 Total current liabilities 350,973 298,259 379,336 118 Total liabilities 851,434 923,960 725,445 92 1,658,333 1,925,526 1,739,800 86 Total equity and liabilities 22 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Consolidated statement of changes in equity for the year ending 31 December 2010 in thousand EUR Balance at 1.1.2010 Issued capital 272,721 Treasury shares -3,671 Reserves 573,531 Profit for the period Retain earnings 111,433 0 0 Transfer to retained earnings Transfer to reserves according to the resolution of general assembly Cash flow hedges reserves in net value -779 F/X reserves -2,961 31,702 -177 779 3,122 35,426 -177 779 3,122 -175,749 Other 272,721 -3,671 Total attrib. to the parent 1,001,566 Minority interest 0 -211,175 Total 1,001,566 -211,175 35,426 0 -211,175 31,702 1,430 2,760 -4,190 -367 367 0 0 -19,716 -19,716 -19,716 Payment of dividends Balance at 31.12.2010 AFS fin. assets reserves in net value 2,294 -211,175 Other comprehensive income Total comprehensive income Fixed assests revaluation reserves 48,998 2 785 3 574,596 -115,546 76,513 0 0 -175,749 0 8 798 2,117 0 169 806,899 0 806,899 798 AFS fin. assets reserves in net value 2,326 Cash flow hedges reserves in net value -700 F/X reserves 5 Total attrib. to the parent 1,065,435 Minority interest 235 Total 1,065,670 Consolidated statement of changes in equity for the year ending 31 December 2009 Retain earnings 143,040 Fixed assests revaluation reserves 101,031 -7,226 5,780 -49,869 543,457 148,820 51,162 2,326 -700 5 1,014,120 235 1,014,355 148,820 51,162 2,326 -700 5 1,014,120 235 1,014,355 29,464 0 29,464 0 26,387 in thousand EUR Issued capital 272,721 Treasury shares -3,671 Reserves 550,683 Balance at 31.12.2008 adjusted 272,721 -3,671 Balance at 1.1.2009 adjusted 272,721 -3,671 543,457 Balance at 31.12.2008 Effect of change in accounting policy Profit for the period 29,464 Other comprehensive income Total comprehensive income 0 0 Depreciation transfer for revalued fixed assets Transfer to reserves Transfer to other reserves – resolution of the Management Other 272,721 -3,671 -51,315 0 -32 -79 -2,966 -3,077 29,464 0 -32 -79 -2,966 26,387 1,430 690 -2,120 0 0 680 -680 0 0 28,012 -28,012 0 -39,033 -39,033 -180 92 -55 37 1,001,566 0 1,001,566 0 Payment of dividends Balance at 31.12.2009 adjusted -51,315 -48 184 -44 573,531 111,433 48,998 23 2,294 -779 -2,961 -3,077 0 -39,213 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Consolidated statement of cash flows for the year ending 31 December 2010 in thousand EUR 2010 2009 adjusted -200,340 43,281 214,460 53 209,647 -1,702 30,511 197,681 43 5,291 -1,927 14,823 -4,272 28,172 -5,895 32,780 -4,532 -22,871 1,272 4,019 -529 -31,402 2,421 3,423 7,286 4,695 361 760 -51 160 3,446 -545 -3,333 264,186 -27,562 235,438 6,217 2,947 2,953 318 0 0 37,218 5,836 3,793 1,064 6,008 20,517 Disbursements from investing activities -146,355 Purchase of property, plant and equipment -94,362 Purchase of intangible assets -19,213 Investments in subsidiaries and joint ventures net of cash acquired and acquision of minority interests -32,761 Interest bearing loans -20 Net cash flow from investing activities -140,138 -402,371 -158,052 -26,724 -217,558 -37 -365,153 Operating activities Profit before tax Adjustments for: Depreciation and amortisation Depreciation of investment property Loss on disposal and impairment of intangible assets and PPE Gains/loss on disposal of FA Revaluation adjustments of receivables Finance income Finance cost Change in Change in Change in Change in assets held for sale trade and other receivables other non-current assets inventories Change in Change in Change in Change in provisions deferred income accruals trade and other payables Tax paid Net cash flow from operating activities Investing activities Proceeds from investing activities Proceeds from sale of PPE Dividends received Interest received Proceeds from sale of non-current financial assets Proceeds from sale of current financial assets Financing activity Proceeds from financing activities Receipts from other financial liabilities Proceeds from non-current borrowings Proceeds from current borrowings Bonds issued Disbursements from financing activities Treasury shares purchase Repayment of current borrowings Repayment of non-current borrowings Sale of derivative financial instruments Interest paid Dividends paid Net cash flow from financing activities 696 0 573 123 0 682,058 3,625 346,762 33,996 297,675 -99,227 0 -15,316 -39,536 -3,749 -21,139 -19,487 -98,530 -549,978 0 -71,890 -415,557 0 -23,317 -39,214 132,080 Net increase in cash and cash equivalents 25,518 2,365 Closing balance of cash 46,728 21,210 Opening balance of cash 21,210 18,845 24 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 9.3 Unaudited financial statements of the Telekom Slovenije, d.d. for the year 2010 Income statement of Telekom Slovenije d.d. for the year ending 31 December 2010 2010 2009 adjusted Index 10/09 381,168 396,490 96 1,363 1,974 69 382,531 398,464 96 Cost of goods and material sold -9,287 -9,656 96 Cost of raw materials -7,526 -8,112 93 -177,385 -191,592 93 Staff costs -77,213 -74,309 104 Depreciation and amortisation -86,390 -83,229 104 Other operating expenses -23,032 -12,178 189 Total operating expenses -380,833 -379,076 100 in thousand EUR Revenue Other income Total operating revenue Cost of services Profit from operations 1,698 19,388 9 58,574 73,213 80 Finance cost -295,964 -28,515 1,038 Profit before tax -235,692 64,086 - 280 -1,855 - -235,412 62,231 - -36.19 9.57 - Finance income Income tax expense Net profit/loss for the period Earnings per share - basic and diluted in EUR 25 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Statement of comprehensive income for the year ending 31 December 2010 2010 2009 adjusted Index 10/09 -235,412 -458 62,231 596 - 91 -119 - 545 0 -109 0 69 477 14 -81 -4,796 2 16 463 3 1,055 4,894 22 -211 -483 44 779 78 999 Revaluation of land and buildings 39,627 0 Deferred tax -7,925 0 Revaluation of land and buildings 31,702 0 Other comprehensive income 32,550 555 - Total comprehensive income -202,862 62,786 - in thousand EUR Net profit for the period Revaluation of AFS financial assets Deferred tax Net loss / gain on available-for-sale financial assets transferred to income statement Deferred tax relating to net loss/gain on availablefor-sale financial assets transferred to income statement Net gain or loss from revaluation of AFS financial assets - - Changes in fair value of cash flow hedges Deferred tax Reclassification of changes in fair value cash flow hedges Deferred tax Net gain or loss on changes in fair value of cash flow hedges 26 - Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Balance sheet of Telekom Slovenije d.d. as at 31 December 2010 31.12.2010 in thousand EUR 31.12.2009 prilagojeno 31.12.2008 prilagojeno Indeks 10/09 ASSETS Intangible assets 28,730 28,891 28,608 99 Property, plant and equipment 612,739 623,053 638,962 98 Investment in subsidiares and joint ventures 273,614 477,870 336,303 57 Other investments 195,486 229,877 130,546 85 Other non-current assets 11,457 11,112 10,595 103 Deferred tax receivable 10,780 6,680 6,208 161 1,132,806 1,377,483 1,151,222 82 5,688 1,156 627 492 7,017 8,065 10,222 87 73,010 91,249 92,064 80 Total not-current assets Assets held for sale Inventories Current trade and other receivables Income tax receivable 0 9,574 3,969 0 Current financial assets 74,336 80,559 43,135 92 Cash and cash equivalents 25,249 5,146 9,603 491 185,300 195,749 159,620 95 1,318,106 1,573,232 1,310,842 84 272,721 272,721 272,721 100 -3,671 -3,671 -3,671 100 100 Total current assets Total assets EQUITY AND LIABILITIES Issued capital Treasury shares Reserves Retained earnings Fixed assets revaluation reserves Financial instruments revaluation reserve Total capital and reserves Non-current deferred income Provisions Non-current trade and other payables 462,802 461,372 431,942 -182,089 70,141 74,306 - 71,590 44,016 46,075 163 -28 184 -664 -1,219 621,537 843,915 820,154 74 8,577 8,279 8,988 104 21,889 15,713 16,678 139 1,500 525 35 46 Interest bearing borrowings 130,338 203,737 190,243 64 Other non-current financial liabilities 308,001 301,542 18,690 102 Deferred tax liabilities Total non-current liabilities Trade and other payables Income tax payables Interest bearing borrowings Other current liabilities Deferred income Accruals 9,621 2,371 2,537 406 478,951 531,677 237,182 90 70,483 79,830 105,636 88 3,802 2,168 1,446 175 116,001 64,638 130,852 179 15,943 37,670 1,125 42 7,287 7,031 7,881 104 4,102 6,303 6,566 65 Total current liabilities 217,618 197,640 253,506 110 Total liabilities 696,569 729,317 490,688 96 1,318,106 1,573,232 1,310,842 84 Total equity and liabilities 27 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Statement of changes in equity of Telekom Slovenije, d. d. for the year ending 31 December 2010 in thousand EUR Issued capital Treasury shares Reserves Balance at 1.1.2010 272,721 -3,671 461,372 Net profit for the period Retain earnings Fixed assests revaluation reserves AFS fin. assets reserves in net value Cash flow hedges reserves in net value 70,141 44,016 115 -779 -235,412 Other comprehensive income for the period Total comprehensive income for the period 0 0 Transfer to retained earnings and reserves 0 1,430 Payment of dividends Balance at 31.12.2010 -3,671 462,802 843,915 -235,412 31,702 69 779 32,550 -235,412 31,702 69 779 -202,862 2,698 -4,128 0 -19,516 272,721 Total -182,089 -19,516 71,590 184 0 621,537 Fixed assests revaluation reserves AFS fin. assets reserves in net value Cash flow hedges reserves in net value Total -362 -857 871,469 Statement of changes in equity of Telekom Slovenije, d. d. for the year ending 31 December 2009 in thousand EUR Issued capital Treasury shares Reserves Retain earnings Balance at 31.12.2008 272,721 -3,671 439,168 68,526 95,944 -7,226 5,780 -49,869 74,306 46,075 -362 -857 820,154 74,306 46,075 -362 -857 820,154 0 477 78 555 62,231 0 477 78 62,786 1,430 629 -2,059 28,000 -28,000 0 -39,033 -39,033 8 8 Effect of change in accounting policy Balance at 31.12.2008 adjusted 272,721 -3,671 431,942 Balance at 1.1.2009 adjusted 272,721 -3,671 431,942 Profit for the period 62,231 Other comprehensive income for the period Total comprehensive income 0 0 Transfer to retained earnings and reserves Transfer to other reserves (decision of the Management) 0 Payment of dividends Other Balance at 31.12.2009 adjusted -51,315 272,721 -3,671 461,372 28 70,141 62,231 44,016 0 115 -779 843,915 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. Cash flow statement of Telekom Slovenije, d. d. for the year ending 31 December 2010 in thousand EUR Operating activities Profit before tax Adjustments for: Depreciation and amortisation Loss on disposal and impairment of intangible assets and PPE Revaluation adjustments of receivables Gains/loss on disposal of FA Finance income Finance cost 2010 2009 adjusted -235,692 64,086 86,390 1,410 13,201 -1,625 83,229 1,904 -159 -518 -58,574 274,817 -73,213 28,515 Change in Change in Change in Change in assets held for sale trade and other receivables other non-current assets inventories -4,532 14,612 -4,445 1,048 -529 -4,631 -517 2,157 Change in Change in Change in Change in provisions deferred income accruals trade and other payables 6,176 554 -2,201 -1,740 -965 -1,559 -721 -24,416 9,142 98,541 -7,773 64,890 Investing activities Proceeds from investing activities Proceeds from sale of PPE Dividends received Interest received Proceeds from sale of non-current financial assets Proceeds from sale of current financial assets 112,424 2,860 41,749 5,810 42,246 19,759 117,066 5,115 57,759 20,637 17,794 15,761 Disbursements from investing activities Purchase of PPE Purchase of intangible assets Investments in subsidiaries and joint ventures Interest bearing loans Net cash flow from investing activities -125,295 -35,944 -8,222 -71,255 -9,875 -12,872 -374,789 -64,025 -6,962 -125,845 -177,957 -257,723 15,500 0 15,500 0 658,675 346,000 15,000 297,675 -81,066 0 -37,505 -3,748 -20,325 -19,487 -470,299 -91,345 -322,142 0 -17,779 -39,033 -65,566 188,376 20,103 -4,457 25,249 5,146 5,146 9,603 Tax paid Net cash flow from operating activities Financing activities Proceeds from financing activities Proceeds from non-current borrowings Proceeds from current borrowings Bonds issued Disbursements from financing activities Repayment of current borrowings Repayment of non-current borrowings Sale of derivative financial instruments Interest paid Dividends paid Net cash flow from financing activities Net increase in cash and cash equivalents Closing balance of cash Opening balance of cash 29 Unaudited Business Report of the Telekom Slovenia Group and Telekom Slovenije, d.d. 30
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