Unaudited business report of the TSG and TS I.
Transcription
Unaudited business report of the TSG and TS I.
Ljubljana, 28 October 2015 Contents 1. 1.1. Introductory note ........................................................................................................................... 1 Statement of responsibility of the Management Board ...................................................................... 1 2. 2.1. 2.2. Vision, mission, values and strategic policies of the Telekom Slovenije Group ........................ 2 Vision, mission and values ............................................................................................................... 2 Key strategic policies ....................................................................................................................... 3 3. 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. Telekom Slovenije Group .............................................................................................................. 4 Markets and companies of the Telekom Slovenije Group .................................................................. 4 Operating highlights ......................................................................................................................... 5 Key financial indicators for the Telekom Slovenije Group .................................................................. 5 Overview by company and key market ............................................................................................. 6 Ownership structure and share trading ............................................................................................. 9 Market and market shares in key service segments.........................................................................12 Risk management ...........................................................................................................................13 4. Corporate governance ..................................................................................................................15 5. Significant events in the period January to September 2015 .....................................................17 6. Significant events after the balance-sheet date ..........................................................................22 7. Condensed interim accounting report of the Telekom Slovenije Group and Telekom Slovenije, d. d. for the period January to September 2015 ..........................................................................23 Introductory notes ...........................................................................................................................23 Condensed interim accounting report of the Telekom Slovenije Group.............................................26 Condensed interim financial statements of the Telekom Slovenije Group .........................................26 Condensed interim accounting report of Telekom Slovenije, d. d. ....................................................37 Condensed interim financial statements of Telekom Slovenije, d. d. ................................................37 7.1. 7.2. 7.2.1. 7.3. 7.3.1. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 1. Introductory note Pursuant to the law and the Rules of the Ljubljana Stock Exchange, Telekom Slovenije, d. d. (hereinafter: Telekom Slovenije), with its registered office at Cigaletova 15, Ljubljana, hereby publishes the Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije for the period January to September 2015. The condensed interim financial statements for the period ending 30 September 2015 were prepared in accordance with IAS 34 Interim Financial Reporting, and must be read in conjunction with the annual financial statements compiled for the financial year ending 31 December 2014. The financial statements for the period January to September 2015 have not been audited. Telekom Slovenije’s Supervisory Board discussed the Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije for the aforementioned period at its session on 28 October 2015. 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 SEOnet website and on the Company's website at www.telekom.si. The Unaudited Business Report for the period January to September 2015 is also available on the Company's website at www.telekom.si. 1.1. Statement of responsibility of the Management Board The members of the Management Board of Telekom Slovenije responsible for compiling the report of the Telekom Slovenije Group and Telekom Slovenije for the period January to September 2015, hereby confirm that to the best of our knowledge: the condensed financial statements have been compiled in accordance with international accounting standards on interim financial reporting, and give a true and fair picture of the assets, liabilities, financial position and operating results of the Telekom Slovenije Group and Telekom Slovenije, and the interim Business Report presents a fair picture of information regarding major transactions with related parties, in accordance with regulations. To ensure a true and fair picture of the assets and liabilities of the Telekom Slovenije Group and Telekom Slovenije, the Management Board verifies the value of financial investments in the subsidiaries of Telekom Slovenije. The results of the aforementioned verification are not yet known, but will affect the financial statements of Telekom Slovenije and the Telekom Slovenije Group in the final quarter of 2015. Management Board of Telekom Slovenije, d. d. Rudolf Skobe, MSc, President of the Management Board Tomaž Seljak, MSc, Vice-President of the Management Board Mateja Božič, MSc Member of the Management Board Zoran Janko, Member of the Management Board Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. Vesna Lednik, Member of the Management Board Workers Director 1 2. Vision, mission, values and strategic policies of the Telekom Slovenije Group 2.1. Vision, mission and values Vision The Telekom Slovenije Group is a trustworthy partner to its users, with whom it creates a society of opportunities. Mission The Telekom Slovenije Group inspires its users with innovative technologies. We open up new professional and personal avenues for them, and together cultivate an environment for the development of a community of opportunities. With open, flexible, and scalable products and services, and attractive content, we continuously provide our users with effective, useful, reliable, entertaining and constantly evolving tools for business and leisure. Values We live with the user. Our guiding principle is a satisfied customer. We understand and respect their wishes and needs, and provide services that are simple, useful and tailored to those needs. Whenever they need information, advice or assistance, we are there to provide it. We are reliable and innovative. Through quality, reliability, innovation and flexibility, we offer our users the freedom to combine and intertwine our services, packages, content and products. We act responsibly. Our actions are ethical, heartfelt, responsible and sustainable with respect to the society and environment in which we operate. We encourage the development of knowledge, the exchange of experiences, the creation of innovative solutions, and operations that are people and environmentally friendly. We create connections. Telekom Slovenije Group employees work in a creative environment. We achieve excellent results because we are connected to one another, proactive, experienced and value an entrepreneurial mindset. We respect our agreements and keep our promises. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 2 2.2. Key strategic policies Consolidation on individual markets The Telekom Slovenije Group’s strategy is to be the leader in Slovenia and a profitable alternative operator in terms of market share on markets outside of Slovenia. Maintaining the number of users in Slovenia Like the majority of incumbent operators in Europe, Telekom Slovenije is faced with a declining number of users as the result of stiffer competition and regulation. We will maintain the number of users while maintaining the highest possible level of profitability: through cross-sales of services, the development of new services and new subscriber models, through differentiation and a range of exclusive content, by improving the user experience, by providing standardised cloud computing services. We will also offer business users a comprehensive range of ICT services that will focus on individual vertical markets. New revenue sources at Telekom Slovenije The Group will search for opportunities for growth in revenues in the following areas: mobility (e-call service in the event of a traffic accident and vehicle telematics), connected home services (safe and secure home), security (security ecosystems), financial services, energy and healthcare. Growth in number of users and EBITDA in South-Eastern Europe All subsidiaries in South-Eastern Europe will continue to optimise costs, which will have a positive impact on EBITDA. Future growth in the latter will derive primarily from growth in the scope of operations. In Kosovo, Ipko will increase the number of mobile users and market share by exploiting the opportunities presented by the 3G network, through the expansion of geographical coverage and by offering services that will continue to be the best on the market. Financial stability The Telekom Slovenije Group will achieve financial stability by ensuring a long-term sustainable structure of financing, by fulfilling financial commitments in loan agreements, through the effective management of working capital, by investing cash in line with risk criteria for investments, and by maintaining an appropriate level of liquidity reserves. Restructuring of personnel The Group will ensure the optimal number of employees, taking into account the needs of the work process at individual companies, and will optimise labour costs. Quality Quality is the primary advantage of the services provided to users by Telekom Slovenije Group companies. We will continue to ensure continued development and provide a range of the most stateof-the-art services and solutions. Social responsibility The Telekom Slovenije Group actively identifies opportunities where it can contribute to the development of the social and economic environment through its knowledge and financial and other sources. The principles of sustainable development will continue to be built into our operations, products, services and content, while we will responsibly manage the economic, social and environmental impacts of our operations. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 3 3. Telekom Slovenije Group 3.1. Markets and companies of the Telekom Slovenije Group The Telekom Slovenije Group comprises the parent company Telekom Slovenije and the subsidiaries, associates and joint ventures shown in the figure below with corresponding participating interests. Situation as at 30 September 2015 GVO, d.o.o. 100% GVO Telekommunikation GmbH 100% AVTENTA, d.o.o. 100% TSmedia, d.o.o. 100% Antenna TV SL 49% Germany SOLINE, d.o.o. 100% M-Pay, d.o.o. 50% SETCCE d.o.o. 36 36% Slovenia Slovenija SIOL d.o.o. Zagreb 100% Croatia Croatia Hrvaška BLICNET d.o.o. Banja Luka 100% Bosnia and Herzegovina SIOL d.o.o. Beograd 100% Serbia SIOL d.o.o. Sarajevo 100% IPKO Telecommunications LLC 93.11% SIOL d.o.o. Podgorica 100% Kosovo Montenegro SIOL DOOEL Skopje 100% ONE DOOEL Skopje 100% DIGI PLUS MULTIMEDIA DOOEL Skopje 100% Macedonia Makedonija Makedonija Macedonia Albanija Subsidiary Company, owned by subsidiary Associated company Joint venture Fixed and mobile service provider International point of presence Network construction and maintenance Changes in the composition of the Group: In Macedonia, Telekom Slovenije established SIOL DOOEL Skopje, and became the latter’s 100% owner. In June Telekom Slovenije increased the capital of the aforementioned company via a new cash contribution, and thus secured a new participating interest in the amount of EUR 1,000,000.00. Telekom Slovenije transferred its 100% participating interest in the subsidiary DIGI PLUS MULTIMEDIA DOOEL Skopje to the subsidiary ONE DOOEL Skopje. In Serbia, Telekom Slovenije established SIOL DOO Beograd, and became the latter’s 100% owner. In April Telekom Slovenije increased the capital of the aforementioned company via a new cash contribution, and thus secured a new participating interest in the amount of EUR 100,000.00. Based on the merger agreement concluded on 30 July 2015 between ONE DOOEL Skopje and VIP OPERATOR DOOEL Skopje, the merged company ONE.VIP DOO Skopje was entered in the companies register in Macedonia on 1 October 2015. Telekom Slovenije, d. d. holds a 45% participating interest in the merged company, while the Austrian company Mobilkom Mazedonien Beteiligungsverwaltung GmbH, which is part of the Telekom Austria Group, holds a 55% participating interest. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 4 3.2. Operating highlights The Telekom Slovenije Group achieved the following in the period January to September 2015: The Telekom Slovenije Group generated EBITDA of EUR 160.2 million in the period January to September 2015, while the results generated in the third quarter were up by EUR 3.2 million on the third quarter in 2014. Net sales revenues were down 4% or EUR 24.6 million on the same period in 2014 to stand at EUR 549.5 million. Here, we should take into account the fact that One's revenues in 2015 were for two months less than in the same period in 2014. Net sales revenues were down also due to lower revenues from fixed and mobile services on the end-user market and the effect of lower call termination prices on the wholesale market. The reasons for declining revenues lie in declining revenues from traditional voice telephony in line with the declining number of traditional connections and their replacement by IP and mobile telephony. Driving down revenues in the mobile segment are lower revenues from services outside subscriber packages with included quantities, while the declining prices of call termination in network interconnection are driving down revenues on the wholesale market. EBIT amounted to EUR 45.5 million, down EUR 2.3 million or 5% on the same period in 2014. The Group’s share in Gibtelecom was EUR 3.2 million over the first nine months of 2014, but is no longer included in the financial statements of the Telekom Slovenije Group in 2015 due to the sale of the participating interest in the aforementioned company at the end of 2014. The Telekom Slovenije Group's net profit amounted to EUR 70.6 million, an increase of EUR 33.0 million on the net profit achieved in the same period in 2014. 3.3. Key financial indicators for the Telekom Slovenije Group EUR thousand / in % Revenue I - IX 2015 / 30.9.2015 I - IX 2014 / 31.12.2014 Index 15/14 549,547 574,110 96 10,103 5,226 193 Operating revenues 559,650 579,336 97 EBITDA 160,210 165,997 97 EBITDA margin 29.2% 28.9% 101 EBIT 45,492 47,768 95 8.3% 8.3% 99 70,648 37,666 188 Assets 1,328,649 1,342,989 99 Equity 701,664 694,956 101 52.8% 51.7% 102 381,472 344,057 111 Other operating income Return on sales: ROS (EBIT/net sales revenue) Net profit Equity ratio Net financial debt Notes: - Data for the comparative period are adjusted to reflect a change in accounting policy. ONE DOOEL is included in the consolidated financial statements until the effective date of the merger, i.e. 31 July 2015. See point 7.1 for more information. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 5 3.4. Overview by company and key market Operating revenues EUR thousand Telekom Slovenije I - IX 2015 Index 15/14 I - IX 2014 481,283 492,476 98 Other companies in Slovenia 32,742 38,524 85 Ipko - Kosovo 52,489 51,949 101 Companies in Macedonia 45,441 56,999 80 Other companies abroad 15,940 16,759 95 627,895 -68,245 559,650 656,707 -77,371 579,336 96 97 Total - unconsolidated Elimination and adjustment Telekom Slovenije Group EBITDA – earnings before interest, taxes, depreciation and amortisation EUR thousand Telekom Slovenije I - IX 2015 131,724 135,574 97 1,733 932 186 Other companies in Slovenia Ipko - Kosovo Index 15/14 I - IX 2014 19,009 20,095 95 Companies in Macedonia 5,779 8,350 69 Other companies abroad 3,592 2,369 152 0 161,837 -1,627 160,210 3,239 170,559 -4,562 165,997 95 97 Share in Gibtelecom Total - unconsolidated Elimination and adjustment Telekom Slovenije Group EBIT – earnings before interest and taxes EUR thousand Telekom Slovenije I - IX 2015 Index 15/14 I - IX 2014 42,033 42,325 99 -632 -995 - 4,709 5,928 79 Companies in Macedonia -2,161 -762 - Other companies abroad 1,195 371 322 0 3,239 - 45,144 348 45,492 50,106 -2,338 47,768 90 95 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 6 Other companies in Slovenia Ipko - Kosovo Share in Gibtelecom Total - unconsolidated Elimination and adjustment Telekom Slovenije Group Net profit or loss EUR thousand Telekom Slovenije I - IX 2015 Index 15/14 I - IX 2014 69,514 47,690 146 Other companies in Slovenia -841 -1,226 - Ipko - Kosovo -153 1,039 - Companies in Macedonia -3,933 -4,055 - Other companies abroad 783 17 4,606 Share in Gibtelecom Total - unconsolidated Elimination and adjustment Telekom Slovenije Group 0 3,239 - 65,370 5,278 70,648 46,704 -9,038 37,666 140 188 TELEKOM SLOVENIJE GROUP CONNECTIONS AND SERVICES BY TYPE AND MARKET Broadband connections Number of retail BB connections as at 30.9.2015 Index 15/14 31.12.2014 Slovenia 199,151 199,542 100 SE Europe 126,703 153,445 83 0 38,552 - Macedonia Kosovo 101,851 90,219 113 Bosnia and Herzegovina 24,852 24,674 101 Telekom Slovenije Group 325,854 352,987 92 Fixed and mobile telephony connections Number of retail connections as at Slovenia, mobile telephony 30.9.2015 Index 15/14 31.12.2014 1,100,219 1,125,365 98 Slovenia, fixed voice telephony 385,876 401,599 96 SE Europe, mobile telephony: 671,758 1,186,660 57 0 558,090 - 669,451 626,817 107 2,307 1,753 132 566 41,068 - 2,158,419 2,754,692 78 168,041 162,042 104 17,792 36,576 49 185,833 198,618 94 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 7 Macedonia Kosovo Bosnia and Herzegovina SE Europe, fixed voice telephony Telekom Slovenije Group VoIP services Slovenia SE Europe Telekom Slovenije Group Number of mobile and fixed telephony connections / services Number of retail connections as at Total mobile telephony Total fixed voice telephony services* Telekom Slovenije Group 30.9.2015 Index 15/14 31.12.2014 1,771,977 2,312,025 77 572,275 641,285 89 2,344,252 2,953,310 79 * Sum of fixed voice telephony connections and VoIP services. Capex EUR thousand Telekom Slovenije I - IX 2015 Index 15/14 I - IX 2014 53,083 54,246 98 Other companies in Slovenia 1,444 934 155 Ipko - Kosovo 4,871 8,400 58 Companies in Macedonia 2,829 5,092 56 Other companies abroad 3,892 2,563 152 Elimination and adjustment -1,573 -4,312 - Telekom Slovenije Group 64,546 66,923 96 0 64,540 - 64,546 131,463 49 Frequency fees Telekom Slovenije Group Headcount number of employees at Telekom Slovenije 30.9.2015 Index 15/14 31.12.2014 2,760 2,749 100 Other companies in Slovenia 591 617 96 Ipko - Kosovo 524 524 100 Companies in Macedonia 0 420 - Other companies abroad 115 121 95 3,990 4,431 90 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 8 Telekom Slovenije Group 3.5. Ownership structure and share trading General information regarding Telekom Slovenije shares as at 30 September 2015 General information regarding shares Ticker symbol Listing TLSG Ljubljana Stock Exchange, prime market Share capital (EUR) Number of ordinary registered no-par value shares Number of treasury shares 272,720,664.33 Number of shareholders as at 30 September 2015 10,952 6,535,478 30,000 Ownership structure and largest shareholders As at 30 September 2015 there were 10,952 shareholders entered in Telekom Slovenije’s register of shareholders, a decrease of 546 on the end of 2014. The most significant decline (of 516) was recorded by the category of individual shareholders. No significant change in the ownership structure occurred over the first nine months of 2015, as there was no change exceeding 0.28 percentage points in any shareholder category. Domestic corporates decreased their stake by 0.24 percentage points, while individual shareholders decreased their stake by 0.04 percentage points. Foreign corporates increased their stake by 0.28 percentage points. Other shareholder categories were unchanged. The Company’s largest shareholder remains the Slovenian government, together with Kapitalska družba, Slovenski državni holding and Modra zavarovalnica. Collectively, 73.82% of the Company’s shares were directly or indirectly held by the government. Situation as at 30 September 2015 Republic of Slovenia 62.54% Slovenian Sovereign Holding , d.d. 4.25% Individual shareholders 11.62% Domestic corporations 8.16% Kapitalska družba d.d. (pension fund manager; KAD) 5.59% Institutional investors 2.95% Foreign corporations 4.32% Brokerage houses 0.10% Treasury shares 0.46% Ten largest shareholders As at 30 September 2015 the ten largest shareholders held 77.89% of the Company’s share capital, up 0.06 percentage points on the end of 2014. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 9 Shareholder as at 30 Sept. 2015 1 Republic of Slovenia % Shareholder as at 31 Dec. 2014 % 62.54 Republic of Slovenia 62.54 2 Kapitalska družba, d. d. 5.59 Kapitalska družba, d. d. 5.59 3 Slovenski državni holding, d. d. 4.25 Slovenski državni holding, d. d. 4.25 4 Perspektiva FT, d. o. o. 1.51 Perspektiva FT, d. o. o. 1.51 5 Modra zavarovalnica, d. d. (PPS) 1.44 Modra zavarovalnica, d. d. (PPS) 1.44 6 DBS d.d. 0.56 NLB, d. d. 0.55 7 NLB, d.d. 0.55 Triglav vzajemni skladi – delniški Triglav steber 0.51 8 Triglav vzajemni skladi - delniški Triglav 9 KD Galileo, fleksibilna struktura naložb 0.51 KD Galileo, fleksibilna struktura naložb 0.51 0.47 The Bank of New York Mellon – fiduciary 0.47 0.47 Telekom Slovenije, d. d. 0.46 10 The Bank of New York Mellon - fiduciarni 77.89 Total Total 77.83 Shares held by the Management Board and Supervisory Board of Telekom Slovenije Members of the Management Board and Supervisory Board held 1,549 TLSG shares as at 30 September 2015 (see table below). Other members of the aforementioned bodies did not hold the Company’s shares. Name Office No of shares % of equity Management Board Rudolf Skobe, MSc President of the Management Board 300 0.00459 Zoran Janko Member of the Management Board 31 0.00047 Tomaž Seljak, MSc Vice-President of the Management Board 4 0.00006 1,094 0.01674 Supervisory Board Adolf Zupan, MSc Vice-President of the Supervisory Board Matej Golob Matzele Member of the Supervisory Board 22 0.00034 Samo Podgornik Member of the Supervisory Board 92 0.00141 Primož Per Member of the Supervisory Board 5 0.00008 1 0.00001 1,549 0.02370 Dean Žigon Member of the Supervisory Board Total Share trading and key share-related financial data Movement in the TLSG share price The share price closed at EUR 73.00 on the last trading day of September 2015. The share price fell by 49.7% over the first nine months of 2015. The SBI TOP index, which represents the largest and most liquid shares on the regulated market of the Ljubljana Stock Exchange, declined by 13.9% over the same period. Market capitalisation stood at EUR 477.1 million as at 30 September 2015, ranking TLSG shares fifth on the market in this regard. Trading statistics for TLSG shares on the Ljubljana Stock Exchange Standard price in EUR Highest daily price Lowest daily price Average daily price Volume in EUR thousand Total volume for the year Highest daily volume Lowest daily volume Average daily volume I – IX 2015 150.0 71.0 112.3 I - IX 2015 19,433.1 46,494,00 1,154.9 0.2 103.4 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. I - IX 2014 152.5 120.0 136.8 I - IX 2014 35,249.2 1,165.1 0.91 188.5 10 Movement in the TLSG share price compared to the SBI TOP index and volume of trading in TLSG shares EUR Indeks 160 900 150 850 140 SBITOP 130 800 120 110 750 100 700 90 TLSG 80 650 70 60 600 TLSG in EUR SBITOP EUR 1,200,000 1,000,000 800,000 600,000 400,000 200,000 0 Volume in EUR Source: Ljubljana Stock Exchange, archive of share prices Key financial data relating to shares Standard price (P) of one share on the last trading day of the period in EUR Book value (BV)1 of one share in EUR 30. 9. 2015 / I - IX 2015 73.00 30. 9. 2014 / I - IX 2014 144.00 113.19 112.52* 10.69 7.33 Earnings per share (EPS)2 in EUR P/BV 0.64 1.28 Capital return per share during the year 3 -49.7 % 15.8 % Notes: * The comparative data for 2014 derives from the statement of financial position as at 31 December 2014, which has been adjusted due to a change in accounting policy. Notes: * The comparative data for 2014 derives from the statement of financial position as at 31 December 2014. 1 The book value of one share is calculated as the ratio of the book value of Telekom Slovenije's equity on the last day of the period to the weighted average number of ordinary shares during the accounting period excluding treasury shares. 2 Earnings per share is calculated as the ratio of Telekom Slovenije's net operating profit for the accounting period to the weighted average number of ordinary shares during the accounting period excluding treasury shares. 3 The capital return per share is calculated as the ratio of the share price on the final trading day of the period minus the share price on the first trading day of the period to the share price on the first trading day of the period. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 11 3.6. Market and market shares in key service segments Number of connections in Slovenia 2,500,000 2,310,591 2,245,521 2,338,143 2,066,203 2,100,746 2,140,620 2,185,833 841,959 831,266 810,214 782,892 759,645 736,433 722,171 484,139 505,896 521,896 545,655 562,186 2,000,000 1,500,000 1,000,000 500,000 429,815 460,557 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2009 2010 2011 mobile telephony 2012 2013 fix telephony 2014 2015 BB connections Source: Report for the second quarter of 2015, SORS, September 2015. Telekom Slovenije Group market shares at the end of the first quarter of 2015 in key market segments other operators Telekom Slovenije IP TV fixed broadband access 52.0 % 34.5% market share Annual change: - 1.0 perc.points 52.0 % market share Annual change: - 1.5 perc.points 34.5 % 65.5 % 198,193 connections Annual change: - 0.7 % 139,119 connections Annual change: + 5.0 % 48.0 % 64.5 % 35.5 % market share Annual change: - 0.5 perc.points 165,164 connections Annual change: + 4.5 % 52.7 % 47.3 % 1,106,568 connections Annual change: -1.6% 35.5 % VoIP 47.3 % market share Annual change: - 1.4 perc.points mobile telephony Source: Report on the development of the electronic communications market for the second quarter of 2015, AKOS, September 2015; internal Telekom Slovenije figures. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 12 3.7. Risk management Key risks are presented below by individual company and market. Key risks for Telekom Slovenije Regulatory risks continue to be assessed as high. The proposed Regulation of the European Parliament and of the Council laying down measures concerning the European single market for electronic communications and to achieve a Connected Continent, which was drafted by the European Commission, must still be officially ratified by the European Parliament and EU Member States. If the regulation is adopted, legislative changes will be introduced significantly faster compared with directives that must be transposed to national legislation. Among the market risks and risks linked to the competition, the risk of business and residential users migrating to competitor networks remains elevated. Competition and market risks are managed by adapting the range of products and services, and by carrying out activities to promote sales and maintain existing subscribers. A great deal of attention is given to improving user support processes. Activities aimed at managing market shares also increase the risk of diminishing profitability for subscribers. Measures to manage these risks include optimising the range of products and services in terms of content and price, and clear rules regarding the allocation of benefits and discounts to subscribers. Following the conclusion of the sales process, Telekom Slovenije’s media exposure diminished with respect to topics not directly linked to its operations. Telekom Slovenije is proactively communicating numerous new products and services, and continues to maintain proper and professional relations with the relevant stakeholders. The risk that the optimisation of human resources and labour costs will not be carried out by the planned deadline and to the planned extent is low. An agreement on the arrangement of mutual relations was reached with employee representatives in July. Despite implemented measures (consistent adherence with internal rules regarding legal reviews and the formalisation of cooperation in the preparation of defence strategies in open proceedings, and the appropriate setting of priorities), legal risks linked to lawsuits and legislation and risks associated with procedures before the regulatory body remain. A comprehensive assessment is being carried out of exposure to revenue-loss risk in the process, from data capture to the “switch to bill” calculation. Findings will serve as the basis for adopting possible additional measures, and the expansion of secondary controls to individual revenue flows and business processes. Special attention is given to managing operational risks associated with ICT networks, services and devices. Key measures for managing risks related to the functioning and security of ICT include the implementation of preventive measures to identify potential problems and critical points, and the testing and training of personnel for appropriate action. We are implementing an information security management system (ISMS) for the regular functioning and upgrading of business continuity management (BCM) and procedures for implementing measures if extraordinary events occur. We are planning updates and an increase in capacities through redundancy in those network segments where we have identified increased functional and security-related risks. The risks associated with the malfunctioning of connections and services provided by other entities are managed by introducing processes to monitor and report on SLA indicators on leased networks, and by standardising requirements demanded from network providers for newly leased networks. Continuous notification regarding planned works on the networks of operators has been established. Exposure to financial risks is monitored regularly. The most significant source of credit risk (the risk of failure by subscribers and operators to fulfil obligations) is default by subscribers (retail segment) and operators (wholesale segment). The credit risk associated with subscribers is assessed as moderate. Measures to manage the aforementioned risk include the regular collection of debt and ultimately the exclusion of those in default, taking into account a subscriber's credit rating in sales and the monitoring of shifts in a subscriber's traffic relative to average use, and the resulting measures. The credit risk associated with operators is likewise assessed as moderate, while the introduction of a credit risk management system has contributed to appropriate risk management. Telekom Slovenije is also exposed to certain credit risk from loans approved to its subsidiaries and issued guarantees or sureties, in particular for the liabilities of subsidiaries. Telekom Slovenije mitigates the risk of default via collateral in loan and guarantee agreements, the amount of which must at least be equal to the loan amount. Liquidity risk is still assessed as moderate, primarily due to the extent of its impact, while interest-rate risk and currency risk are deemed low. To manage risks associated with short-term solvency, Telekom Slovenije has established an effective system for managing and planning cash flows that facilitates the Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 13 timely identification of potential shortfalls in liquid funds and decisions regarding measures. Short-term credit lines at domestic banks also provide a high level of financial flexibility to balance liquidity. Interest-rate risk is assessed as low, as 81.4% of the Company’s sources of financing is secured through the issue of bonds with a fixed interest rate. Key risks in the development of digital content and media (TSmedia) The risk of a decline in leased advertising space is managed by investing in the technical and creative development of products. The increasing use of ad blocker plug-in services represents a new risk that could cause a delay in the realisation of advertising revenues and/or the continuing loss of a portion of those revenues. The risk associated with the stability and continued development of the Najdi.si web product will be mitigated by strengthening administrator and development teams, and through the development of a new generation product on a new platform. Key risks for GVO The risk associated with unexploited opportunities, in particular with respect to securing major investment projects and major transactions that would generate revenue growth, is managed through regular monitoring and the search for new opportunities on the market in Slovenia and abroad (primarily in neighbouring countries), by monitoring and submitting bids in public tenders in the area of labour, and through creative cooperation with trustworthy business partners. Key risks for Avtenta Revenue risks associated with public administration projects are managed by strengthening efforts to secure new projects on the external market. Key risks for Soline The risk associated with the concession agreement on the management of the Sečovlje Saltpans Regional Park (SSRP) and the draining of the natural assets of the Sečovlje saltpans to the detriment of the concession holder is assessed as medium. Negotiations on potential changes to the agreement are expected to continue. Uncertainty regarding the fulfilment of the government’s obligations under the current concession agreement and undefined fees for managing the park can also be seen in liquidity risk. Solvency is ensured through cash management, the planning of cash flows, and through short-term and long-term financing within the Group. Key risks for Kosovo Competition-market risks have risen, including the risk of unfair competition. The Group responds to that risk by monitoring tenders and through the appropriate use of legal remedies, while a more proactive approach is taken in operations with business users. The risk associated with additional frequency capacities in the 1800 MHz band remains very high. The local regulator envisages the direct allocation of frequencies at an extremely high price, with additional obligations regarding coverage and achieving transfer speeds. Several coordinated activities are being carried out simultaneously with the aim of improving the bases for the adoption of the regulator’s decision. A comprehensive analysis is being carried out of the regulator’s bases, while scenarios are being drawn up. The law governing copyrights sets out the obligation to pay a copyright fee for the transfer of programmes via a cable-based platform. Risk derives from a difference in understanding of the amount of the fee, which will be resolved in negotiations with the VAPIC, the collective organisation for copyrights. Key risks in Bosnia and Herzegovina Liquidity risk is managed by planning and managing cash flows, and through short-term and long-term financing within the Group. Legal risks are assessed as high. Due to the disorganised legal environment and protracted procedures to obtain building and operating permits, individual sections of the network continue to operate without the requisite permits, despite measures aimed at legalisation. The risk associated with the continuous functioning of the network and services will be mitigated by establishing redundant connections on individual segments of the network. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 14 4. Corporate governance Management Board Telekom Slovenije is managed by a five-member Management Board, comprising the following members as at 30 September 2015: - Rudolf Skobe, MSc, President Tomaž Seljak, MSc, Vice-President Mateja Božič, MSc, member Zoran Janko, member Vesna Lednik, member and Workers Director Members of the Management Board are appointed for a term of office of four years, which begins on the day of appointment. Supervisory Board The Supervisory Board has nine members, six of whom are shareholder representatives and three of whom are employee representatives. The members of the Supervisory Board submitted a statement of compliance with the criteria of independence in accordance with the Corporate Governance Code. Telekom Slovenije’s Supervisory Board comprised the following members as at 30 September 2015: Shareholder representatives, whose four-year term of office began on 27 April 2013 due to the expiry of the term of office of previous members of the Supervisory Board: - Borut Jamnik, President - Adolf Zupan, MSc, Vice-President - Tomaž Berločnik, MSc, member - Bernarda Babič, MSc, member Shareholder representatives, elected by the General Meeting of Shareholders on 1 July 2013, with a term of office that began on the day they were elected by the General Meeting of Shareholders and that runs until the term of office of the current Supervisory Board expires: - Dr Marko Hočevar, member - Matej Golob Matzele, member Employee representatives: - Dean Žigon, Vice-President - Primož Per, member - Samo Podgornik, member The term of office of employee representatives ends on 14 November 2017. Composition of management and supervisory bodies at subsidiaries of the Telekom Slovenije Group as at 30 September 2015 Slovenia GVO, d. o. o. Managing Director: Borut Radi Avtenta, d. o. o. Managing Director: Miha Praunseis TSmedia, d. o. o. Managing Director: Tomaž Pernovšek, MSc Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 15 Soline, d. o. o. Managing Director: Klavdij Godnič M-Pay, d. o. o. Managing Director: Janez Stajnik SETCCE, d. o. o. Managing Director: Aleksej Jerman Blažič Other countries IPKO Telecommunications LLC, Kosovo Board of Directors: Rudolf Skobe, MSc (President), Bujar Musa (Vice-President), Artan Lahaj, Dr Ciril Kafol and Robert Erzin, MSc CEO: Robert Erzin, MSc Tomaž Seljak, MSc was appointed to replace Dr Ciril Kafol as member of the Board of Directors, effective 1 October 2015. ONE DOOEL Skopje, Macedonia Managing Director: Dr Ciril Kafol The company was merged with another company on 1 October 2015 to form ONE.VIP DOO Skopje. DIGI PLUS MULTIMEDIA DOOEL Skopje, Macedonia Managing Director: Metodija Mirčev The company is a subsidiary of ONE, which was merged with another company on 1 October 2015 to form ONE.VIP DOO Skopje. Blicnet, d. o. o. Banja Luka, Bosnia and Herzegovina Managing Director: Igor Bohorč, MSc GVO Telekommunikation GmbH, Germany Managing Directors: Roman Mazi, Borut Radi and Darko Gradišnik SIOL, d. o. o., Zagreb, Croatia Managing Director: Igor Rojs, MSc The company's Managing Director was Janez Marovt until 31 January 2015. SIOL, d. o. o. Podgorica, Montenegro Managing Director: Igor Rojs, MSc The company's Managing Director was Igor Bohorč, MSc until 31 January 2015. SIOL, d. o. o. Sarajevo, Bosnia and Herzegovina Managing Director: Igor Rojs, MSc The company's Managing Director was Igor Bohorč, MSc until 31 January 2015. SIOL DOOEL Skopje, Macedonia Managing Director: Igor Rojs, MSc The company was entered in the companies register on 14 January 2015. SIOL DOO BEOGRAD-PALILULA, Serbia Managing Director: Igor Rojs, MSc The company was entered in the companies register on 13 February 2015. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 16 5. Significant events in the period January to September 2015 First quarter January As the defendant in the commercial dispute involving the plaintiff Akton, Telekom Slovenije (previously Mobitel, d. d.) receives a decision from the Ljubljana District Court deriving from an amended claim for the payment of EUR 2,604,506.36 with appertaining amounts. The district court rejects the plaintiff’s claim in full. Akton files an appeal against the aforementioned decision, to which Telekom Slovenije submits its response in a timely manner. As the defendant in the commercial dispute involving the plaintiff T2, Telekom Slovenije receives a motion for retrial with respect to a previous final ruling from the Ljubljana District Court in which the court rejects the plaintiff’s claim for the payment of damages of EUR 129,556,756.00 with appertaining amounts. Telekom Slovenije responds to the motion by the legally prescribed deadline and will prove in the course of proceedings that the plaintiff’s lawsuit is completely baseless. Telekom Slovenije receives a ruling from the Administrative Court of the Republic of Slovenia in the administrative matter involving Telekom Slovenije as plaintiff and the CPA as defendant with respect to the reversal of the CPA’s decision of 25 October 2013, under which it found Telekom Slovenije to have abused its dominant position from 1 December 2002 to 5 September 2005 on the inter-operator broadband access market with bit-streaming via the copper-based network in the Republic of Slovenia, and the halting of proceedings before the CPA. The Administrative Court of the Republic of Slovenia rejects the plaintiff’s request to reverse the decision of the CPA and halt proceedings before the aforementioned body. Telekom Slovenije files a request for a review of proceedings before the Supreme Court of the Republic of Slovenia. TSmedia redesigns bizi.si, which includes key business, financial and contact data for more than 180,000 legal entities in Slovenia. In addition to an improved user experience, a responsive design and fresh look, the newly designed bizi.si business directory also offers information regarding business events, hearings and insolvency proceedings, job vacancies posted on company profiles, and even more business news and advanced search options. Telekom Slovenije receives a ruling and decision from the Higher Court in Ljubljana in the commercial dispute between Sky Net, d. o. o. as the plaintiff and Telekom Slovenije (previously Mobitel) as the defendant with respect to the payment of EUR 25,959,896.34 with appertaining amounts under an amended claim. In its ruling, the aforementioned court rejects the primary claim of Sky Net (payment of damages) in full (the conclusion of the claim is final in this part), and upholds the decision of the court of the first instance, which rejected Sky Net’s claim following the issue of a temporary order. The court of the first instance will rule, in a retrial, on the subordinated claim relating to the fulfilment of an agreement on the mediation of an order for the construction of 414 base stations and the drafting of documentation for 434 base stations. Sky Net files a request for a review of the ruling and decision of the Higher Court, to which Telekom Slovenije responds in a timely manner. As a result, the court of the first instance halts proceedings on 9 April 2015 for the foreseeable future. As part of the consolidation of the Telekom Slovenije Group on the Macedonian market, Telekom Slovenije establishes SIOL DOOEL Skopje, as 100% owner, and transfers its 100% participating interest in the subsidiary DIGI PLUS MULTIMEDIA DOOEL Skopje to the subsidiary ONE DOOEL Skopje. Telekom Slovenije receives a ruling from the Ljubljana District Court in the commercial dispute lodged by the plaintiff Si.mobil, d. d. against the defendant Telekom Slovenije for the payment of EUR 286,392,223.00 with appertaining amounts. Si.mobil withdraws its claim, prompting the Ljubljana District Court to issue a decision to halt proceedings. Soline begins implementation of a project aimed at environmentally friendly visits to protected areas and the use of the acronym “CARS-OUT!” in the scope of the European Economic Area Financial Mechanism 2009-2014. February Telekom Slovenije receives a ruling and decision from the Competition Protection Agency (CA) regarding the determination of abuse of its dominant position on the inter-operator broadband access market with bit-streaming via the copper-based network in the Republic of Slovenia and Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 17 the inter-operator market for access to the fixed network infrastructure in the Republic of Slovenia The CPA finds that Telekom Slovenije abused its dominant position on the inter-operator broadband access market with bit-streaming via the copper-based network and on the interoperator market for access to the fixed network infrastructure in the Republic of Slovenia in the period from 1 January 2005 to 14 March 2014 through the use of a uniformly complex business practice. Telekom Slovenije files suit with the Administrative Court of the Republic of Slovenia for the reversal of the CPA’s decision. For the purpose of managing the regional fibre optic network, Telekom Slovenije establishes SIOL DOO BEOGRAD, as the latter’s 100% owner. Telekom Slovenije signs an agreement on the purchase of a 100% participating interest in Debitel telekomunikacije, d. d. March Telekom Slovenije connects a new LTE/4G base station in Dravsko polje, making Starše the 200th Slovenian town where the most advanced LTE/4G mobile technology and high-speed mobile internet is available to the Company’s users. Through its LTE/4G mobile network, Telekom Slovenije already covers more than 80% of the population with an LTE/4G signal, with plans to raise that figure to 92% by the end of 2015. Telekom Slovenije becomes the first Slovenian operator to offer users an unlimited mobile package (Neomejeni D – Unlimited D) for unlimited communication that facilitates the use of up to five mobile numbers with a single monthly subscription. All mobile numbers included in the aforementioned package have at their disposal unlimited calling in all Slovenian networks, unlimited SMS and MMS, and unlimited data transfer in Slovenia. Telekom Slovenije offers private and business users looking for completely worry-free communication the Brezskrbni (Worry-Free) mobile package, which includes unlimited minutes in all Slovenian networks, an unlimited number of messages, as well as the worry-free use of the mobile internet in accordance with the user’s needs. Use of the mobile internet is charged according to the user’s actual usage, where a subscriber to the aforementioned package will never pay more than EUR 5 a month for data transfer. In cooperation with the company Datalab, Telekom Slovenije provides the Mobilna blagajna (Mobile Petty Cash) service, which provides entrepreneurs and companies simpler and more transparent petty cash operations. The aforementioned service also takes into account changes to legislation that envisage the introduction of fiscal cash registers. Telekom Slovenije’s Mobilna blagajna provides a comprehensive service for the simple management of petty cash operations on Android mobile devices, thus completely replacing receipt books. Telekom Slovenije offers its users the first commercial LTE roaming in the network of the operator Hrvatski Telekom. The users of Telekom Slovenije’s mobile services can take advantage of all the benefits of the LTE network while roaming in Croatia (in networks bearing the names HRCRONET, T-Mobile HR or HT HR). This represents Telekom Slovenije’s first unilateral international LTE roaming deal. The Company will offer the same type of service to its users in other countries in the future. Telekom Slovenije receives several awards at the Slovenian Advertising Festival for the campaign Pogasi sovražnost, govori ljubezen. (Put an End to Hate. Speak the Language of Love.) under the Itak brand. The Itak brand receives more awards than any other brand, including recognition as Brand of the Year. Telekom Slovenije becomes a member of an international consortium that secures the first European project to develop next generation 5G telecommunication networks, as part of the European Commission’s Horizon 2020 programme. The consortium of ten partners from six countries will research the impact of the architecture of the cloud radio access network (C-RAN) on the capacities of the 5G mobile network, such as communication between devices (D2D) and the introduction of virtual mobile cloud services. In the scope of the aforementioned project, Telekom Slovenije is heading the pilot testing of development project solutions and the analysis of new business models. Second quarter April Telekom Slovenije becomes one of the first in Europe and the very first in Slovenia to provide the Microsoft Cloud Solution Provider. Telekom Slovenije now offers both small and large business customers a comprehensive range of Office 365 and Windows Intune services, and the direct setup and management thereof, including sales support and maintenance services. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 18 Telekom Slovenije opens a new Telekom centre at the Maximus shopping mall in Murska Sobota, and closes the old Telekom centre located at Cvetkova ulica 2. A renovated Telekom centre is also opened at the Europark shopping mall in Maribor. TSmedia launches a mobile 1188 application that makes it even easier and faster for users to search for contract data for legal entities and natural persons. May Telekom Slovenije receives a decision from the Ljubljana District Court issued on 13 February 2015 in the commercial dispute between the plaintiff Tušmobil, d. o. o. and the defendant Telekom Slovenije for the payment of EUR 28,176,227.00 with appertaining costs. In its decision, the Ljubljana District Court rules that Telekom Slovenije is obliged to pay Tušmobil, d. o. o. EUR 1,709,000.00 plus legally prescribed default interest from 11 September 2007 until payment, with the amount to be paid within 15 days. The court rejects the exceeding part of the claim in the amount of EUR 26,467,227.00 plus default interest from 11 September 2007 until payment. The court rules on the payment of the costs of proceedings in a subsequent supplementary decision issued on 19 May 2015. Telekom Slovenije files an appeal against the original decision and the supplementary decision. At Telekom Slovenije’s 26th General Meeting of Shareholders, shareholders support the proposal of the Management Board and Supervisory Board regarding the use of distributable profit for 2014. Shareholders support the proposal that the entire distributable profit totalling EUR 65,054,780.00 be earmarked for the payment of gross dividends in the amount of EUR 10 per share. Shareholders are briefed on the Supervisory Board's written report on the approval of the 2014 annual report, and conferred official approval on the Management Board and Supervisory Board for the 2014 financial year. Shareholders are also briefed on the rules governing the other rights of members of the Management Board. The General Meeting of Shareholders appoints the audit firm KPMG Slovenija, d. o. o. to audit the financial statements of Telekom Slovenije for the 2015 financial year. Telekom Slovenije opens a new Telekom centre in Koper, where all Telekom Slovenije services are available to users in larger renovated premises, with all of the requisite professional support and advice. Piran salt is one of five items representing Slovenia at Expo Milano 2015. June The spring 2015 edition of the Slovenian telephone directory is released on CD with more than 860,000 telephone numbers and other contact data for legal entities and natural persons. The search for data using an upgraded algorithm is easier, faster and more precise. At the annual DIGGIT digital communications conference, a jury of experts chooses from among 50 registered works and awards the projects that stood out most in the area of digital communication in the last year. The Moč besed (Power of Words) initiative for the Itak brand is among the projects receiving awards. Telekom Slovenije receives the grand prize for the Moč besed campaign in the social media category, and a gold medal for the Moč besed online plug-in in the IT and telecommunications category. Telekom Slovenije offers users the new SiOL TopTrio Brezžični (wireless) subscriber package, which includes internet, fixed telephony and TV via the LTE/4G network. This advanced solution, which includes unlimited data transfer n Telekom Slovenije’s mobile network, is intended for users in areas where setting up a fixed connection is not possible but the LTE/4G mobile signal is available. The aforementioned solution is largely the result of internal development and places Telekom Slovenije among the first on the global market to offer such a solution. The Sečovlje Saltpans Regional Park receives a certificate of excellence from Trip Advisor for 2015. The park receives four out of possible five stars, while visitors ranked the park first among attractions on the Slovenian coast. In the scope of activities to modernise its mobile network, Telekom Slovenije exceeds concession requirements set out in the auction of frequencies for the provision of public mobile communication services organised by the AKOS in which the Company obtained the following frequencies last April: 2 x 10 MHz in the 800 MHz band, 2 x 15 MHz in the 900 MHz band, 2 x 25 MHz in the 1800 MHz band, 2 x 35 MHz in the 2600 MHz band and 1 x 25 MHz in the 2600 MHz TDD band. Telekom Slovenije has already established a functioning mobile signal based on LTE/4G technology on the aforementioned frequencies. In addition to the free use of the Deezer service, unlimited calls and messages and 5 GB of data transfer in Slovenia, the new Džabest Ruzak subscriber package also facilitates the use of 1,000 units of mobile services while roaming in EU countries. The units of mobile services included in the aforementioned package may be used in EU countries in the networks of all operators with Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 19 whom Telekom Slovenije has concluded a roaming agreement. Users in Kosovo select Ipko as the best provider of mobile telephony, mobile internet, digital TV and broadband internet services. The aforementioned company thus receives the Best Buy Award for the best quality-to-price ratio in all four categories. Telekom Slovenije offers users of the Modri subscriber package, which combines in one monthly subscription fee services that cover all of the communication needs of users: mobile services, fixed broadband access, TV and fixed telephony. The monthly subscription fee of EUR 59.95 includes fibre optic access to the internet at a speed of up to 100/20, unlimited calls in the mobile and fixed network, 3 GB of data transfer in Telekom Slovenije’s network, and the Mega HD programme scheme and unlimited calls via fixed telephony to EU countries as promotional elements. Avtenta renews its international ISO 9001: 2008 certificate, which defines the requirements for the quality management system, management responsibility, resource management, the implementation of the core activity and control (measurement, analysis and improvement). Telekom Slovenije and Avtenta present key business users trends in the ICT sector, the latest developments in the sale of merchandise, licences and services, and advanced but simple payments using Moneta. With help of an SAP solution and the establishment of paperless operations, Avtenta becomes the first provider for the management and introduction of SAP solutions and paperless operations on the Slovenian market. Telekom Slovenije successfully passes recertification under the ISO 27001 standard and transitions to the new version of the international standard, ISO 27001:2013. The aforementioned certificate represents the standard for a high-quality and secure information security management system which, in addition to information technology and the security of electronic information, also focuses on the security of information in other forms and on other media, and precisely defines an organisation’s information security management system. The international standard is received by organisations that meet the highest information security requirements, which are increasingly important in the context ever increasing dependence on information technologies and the growing importance of information in contemporary operations. Third quarter July Telekom Slovenije receives consent from the Macedonian competition protection commission for the merger of the operators ONE DOOEL Skopje, a part of the Telekom Slovenije Group, and VIP OPERATOR DOOEL Skopje, a part of the Telekom Austria Group, on the Macedonian market. Telekom Slovenije opens a renovated centre in Velenje at Kidričeva cesta 2a. GVO takes all necessary steps to include the ten thousandth user in the networks it manages. It thus achieves a significant milestone in the management and maintenance of open broadband networks that were built under the public-private partnership principle. Telekom Slovenije signs an agreement with social partners on the arrangement of mutual relations with the aim of implementing its human resource restructuring strategy and optimising the number of employees and labour costs. August Slovenski državni holding (SDH) receives notification from Cinven, the only bidder for the purchase of a 72.75% participating interest in Telekom Slovenije, that it no longer wishes to continue negotiations to complete the sales process. For this reason, SDH officially concluded the sales process. Telekom Slovenije receives ruling no. Ips 58/2015-2 of 14 July 2015 from the Supreme Court of the Republic of Slovenia, in which the latter ruled in favour of Telekom Slovenije’s request for the review of the ruling of the Administrative Court of the Republic of Slovenia no. I U 1871/2013-30 of 9 December 2014. The Administrative Court of the Republic of Slovenia rejected the lawsuit of Telekom Slovenije as plaintiff against the CPA as defendant with respect to the reversal of the CPA’s decision no. 3072-2/2004/132 of 25 October 2013, under which the CPA found Telekom Slovenije abused its dominant position from 1 December 2002 to 5 September 2005 on the interoperator broadband access market with bit-streaming via the copper-based network in the Republic of Slovenia (by making ADSL connections conditional on the prior leasing of ISDN connections), and the halting of proceedings before the CPA. Under the aforementioned ruling, the Supreme Court of the Republic of Slovenia grants Telekom Slovenije’s request for a review of ruling no. 1871/2013-30 issued by the Administrative Court of the Republic of Slovenia on 9 December 2014 due to the violation of substantive law, overturns the contested ruling and sends Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 20 the matter back to the Administrative Court of the Republic of Slovenia for retrial. Telekom Slovenije reopens its largest sales centre at the Citypark shopping mall following the centre’s renovation. The Supervisory Board is briefed on Telekom Slovenije’s non-binding offer in the privatisation of Telekom Srbija, a. d. As the first certified SAP HANA Support Partner in Slovenia, Avtenta successfully completes the migration of SAP systems to HANA at Telekom Slovenije, the largest HANA migration project in this part of Europe. The project includes SAP ERP, SAP RMCA, SAP BW, SAP CRM and SAP Portal. September Telekom Slovenije receives a lawsuit from AGICOA, the Association for the European Collective Management of Audiovisual Works, AGICOA EUROPE for the payment of EUR 2,400,000.00 with appertaining costs. The plaintiff’s lawsuit is demanding the payment of a portion of liabilities to rights holders for the transmission of television and radio programmes in Slovenia between 2010 and 2011. Telekom Slovenije will prove in the course of proceedings that the plaintiff’s lawsuit is completely baseless. Telekom Slovenije receives a decision from the CPA, in which the latter finds that the concentration of Telekom Slovenije, d. d. and Debitel telekomunikacije, d. d. is in line with competition rules taking into account the relevant corrective measure, as evident from the publicly accessible version of the aforementioned decision on the CPA’s website. By acquiring a 100% participating interest in Debitel telekomunikacije, d. d., Telekom Slovenije will strengthen the synergies between the two companies, while Debitel will continue to offer its users the highest quality communication services in the future in Slovenia’s best network. The ratings agency Moody's confirms Telekom Slovenije’s rating of Ba2 with a negative outlook. Confirmation of the Company’s existing rating is a reflection of Moody’s expectations that Telekom Slovenije will successfully complete the process to secure refinancing for its existing issue of bonds, which mature in December 2016. The rating also takes into account the Company’s position on the market and its relatively low level of indebtedness. The agency also warns of the highly competitive environment in which the Company operates, and its declining revenues, which are the result of falling prices and regulation. Telekom Slovenije includes a new video library in its SiOL TV services with content-on-demand from Pickbox. Telekom Slovenije thus becomes the first in Slovenia to include in its range of TV services several thousand hours of Pickbox content, including movies and series, some of which are hits produced by leading Hollywood studios. Telekom Slovenije now offers users film content in the new TopTrio Kino package. The new package includes HBO as an optional programme, internet access at speeds of up to 10 Mb/s via copper and fibre optic connections, more than 125 programmes, the option to back-view programmes up to three days, and 60 call minutes in Slovenian fixed networks. Users also have the possibility of watching one movie a month from the DKiNO and Dajmedol video libraries. The monthly subscription fee is EUR 42.95 in Telekom Slovenije’s xDSL and FTTH networks, and EUR 46.95 in the Company’s open broadband network. Telekom Slovenije now offers pensioners and persons over the age of 60 years worry-free mobile communication with the Penzion Neomejeni package, which for EUR 16.95 a month offers unlimited calls to all Slovenian networks and an unlimited number of SMS and MMS. Use of the mobile internet is charged according to the actual usage of a subscriber, who will never pay more than EUR 3 a month. Telekom Slovenije receives the prestigious Best Buy Award for 2015/2016 in the category of younger users (so-called Millenials), aged 15 to 35 years. Receipt of the certificate is confirmation that Telekom Slovenije offers its users in the aforementioned age group the best price-to-quality ratio on the Slovenian mobile communications market. The Supervisory Board gives its consent to the extension of the term of office of Igor Bohorč as Managing Director of Blicnet, Banja Luka, Bosnia and Herzegovina for two years, and the appointment of Tina Česen to the position of Managing Director of TSmedia for a four-year term of office, effective 1 December 2015. Soline completes the LIFE + Mansalt project which ran from 1 October 2010 to 30 September 2015. The project Mansalt: Man and Nature in the Sečovlje Saltpans was aimed at preserving the biodiversity of the saltpans region. Particular attention was also paid to endangered animal and plant species. Because the living world in the saltpans is highly dependent on water conditions, the majority of project funds were earmarked for the rehabilitation of embankments that were poorly maintained for several decades. In line with global trends in digital advertising, TSmedia offers its advertisers programmatic direct Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 21 leasing and real-time bidding (RTB) leasing. Programmatic leasing is possible on Planet Siol.net copyrighted content and is offered directly via an advertising server at a fixed price, while RTB leasing is possible at a variable price based on real-time supply and demand in the context of automatically generated content on Planet Siol.net. Soline signed an agreement with the government on the implementation of rehabilitation measures in the scope of the programme for 2015 to eliminate the effects of direct damage to water infrastructure property-buildings, natural features and cultural heritage in the Sečovlje Saltpans Regional Park following flooding due to an excessively high tide on 1 December 2008. The aforementioned measures include the renovation of the bridge over the Jernej Canal. TSmedia launches a Business Package that includes targeted text advertisements with the primary aim of helping small and medium-sized enterprises achieve their advertising objectives. 6. Significant events after the balance-sheet date Fourth quarter October Following the issue of consent on 8 July 2015 by the Macedonian competition protection commission with respect to the merger of the operators ONE DOOEL Skopje, a part of the Telekom Slovenije Group, and VIP OPERATOR DOOEL Skopje, a part of the Telekom Austria Group, Telekom Slovenije and the Telekom Austria Group establish the new company ONE.VIP DOO Skopje. The newly established merged company, in which Telekom Slovenije and the Telekom Austria Group hold participating interests of 45% and 55% respectively, is entered in Macedonia’s central companies register on 1 October 2015. With this, the merger process is formally completed. TSmedia enters into cooperation with the leading German provider of targeted advertising services, nugg.ad. Advertisers may select and reach precisely defined target groups on Planet Siol.net, najdi.si, bizi.si and itis.si using a high-tech, advanced targeted advertising solution. Using its bizi.si business assistant and in cooperation with the Business Intelligence Centre, TSmedia organises NetPRO, the first and largest networking conference in Slovenia. Some 200 participants shared their knowledge and business contacts at the conference, while 12 large, medium-sized, small and micro enterprises received the first NetPRO awards for operational excellence and stability. Telekom Slovenije becomes the owner of a 100% participating interest in Debitel telekomunikacije, d. d. The total value of the transaction is EUR 15.8 million. The takeover is completed with the entry of the change in ownership of shares at the Central Securities Clearing Corporation. Telekom Slovenije will strengthen the synergies between the two companies, while users will be offered the highest quality communication services in the future in Slovenia’s best network. The future role and development of the company will be defined in the Strategic Business Plan of the Telekom Slovenije Group for the period 2016 to 2020. Debitel telekomunikacije, which has around 90,000 users, will be headed by its previous Managing Director Borut Razdevšek. Under its own brand, Debitel will continue to pursue its mission of being the friendliest, most transparent and user-oriented provider of mobile communication services in Slovenia. Its future activities will continue to focus on achieving user satisfaction and loyalty. The company’s new packages with high-tech services will continue to be competitive and of the highest quality. To that end, users will also be provided convergent services and other benefits that Telekom Slovenije offers its users. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 22 7. Condensed interim accounting report of the Telekom Slovenije Group and Telekom Slovenije, d. d. for the period January to September 2015 7.1. Introductory notes The consolidated financial statements of the Telekom Slovenije Group and the financial statements of the parent company Telekom Slovenije for the reported period and the comparative period last year were compiled in accordance with the provisions of the Companies Act, the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB), and interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The condensed interim financial statements for the period ending 30 September 2015 were prepared in accordance with IAS 34 Interim Financial Reporting, and must be read in conjunction with the annual financial statements compiled for the financial year ending 31 December 2014. The financial statements for the period January to September 2015 have not been audited, while the financial statements for the comparative period January to September 2014 and as at 31 December 2014 have been audited and adjusted to reflect a change to accounting policy. The accounting policies used in the compilation of the interim condensed financial statements are the same as those applied in the compilation of the financial statements for the financial year ending 31 December 2014, with the exception of an amended accounting policy governing the valuation of land and buildings, from a revaluation model to the historical cost model. The accounting policy governing the valuation of land and buildings was amended on 1 January 2015, from a revaluation model to the historical cost model. IAS 8 allows companies to amend their accounting policy if the application of that policy ensures more reliable and relevant information regarding the effects of transactions, other business events and balances on their financial standing, financial performance and cash flows. IAS 16, which deals with property, plant and equipment, does not include special provisions regarding the disclosure of the aforementioned change to the associated accounting policy. Telekom Slovenije Group therefore followed IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and adjusted its financial statements for previous periods in accordance with the requirements of IAS 1 – Presentation of Financial Statements. The change to the accounting policy was applied retroactively. The Group therefore recalculated financial statements for previous periods from 1 January 2007 on. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 23 The results of the change to the accounting policy on the financial statements of Telekom Slovenije and thus the consolidated financial statements were as follows: Balance as at 1 January 2014 EUR thousand Decrease in the value of property, plant and equipment -49 Decrease in the value of deferred tax assets -389 Decrease in the value of revaluation reserves for property, plant and equipment -7,721 Increase in capital surplus 12,029 Decrease in deferred tax liabilities -1,581 Change in net profit or loss for the period Change in retained earnings -85 -3,080 Balance as at 31 December 2014 Decrease in the value of property, plant and equipment -44 Decrease in the value of deferred tax assets -389 Decrease in the value of revaluation reserves for property, plant and equipment -7,264 Increase in capital surplus 12,029 Decrease in deferred tax liabilities -1,488 Change in net profit or loss for the period Change in retained earnings -88 -3,622 Earnings per share – basic and adjusted EPS were lower by EUR 0.01 Profit and loss for the period I - IX 2014 Decrease in depreciation on property, plant and equipment 5 Change in deferred tax assets/liabilities -56 Decrease in net profit or loss -51 Earnings per share – basic and adjusted EPS were lower by EUR 0.01 The financial statements have been compiled on the historical cost basis, except for available-for-sale financial assets, which are disclosed at fair value. The compilation of the financial statements requires of management certain estimates, assessments and assumptions that affect the carrying amount of the assets and liabilities of Group companies, the disclosure of contingent liabilities as at the balance-sheet date and the amount of revenues and expenses of companies in the period ending on the balance-sheet date. Management's estimates did not change during the accounting period and include the following assumptions: the depreciation/amortisation period and residual value of property, plant and equipment and intangible assets, adjustments to the value of doubtful receivables, deferred taxes, international links, and provisions and contingent liabilities. There was no authorised capital or conditional share capital increase during the reporting period. The operations of the Telekom Slovenije Group and Telekom Slovenije are not seasonal. All items in the financial statements of the Telekom Slovenije Group and Telekom Slovenije are disclosed in euros, rounded to thousand euro units. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 24 Telekom Slovenije Group The Telekom Slovenije Group comprises the parent company Telekom Slovenije and the following subsidiaries: Company Country 30. 9. 2015 GVO, d. o. o. Slovenia 100 % TSmedia, d.o.o. Slovenia 100 % AVTENTA, d. o. o. Slovenia 100 % SOLINE d. o. o. Slovenia IPKO Telecommunications LLC Kosovo Blicnet d. o. o. Banja Luka Bosnia and Herzegovina 100 % SIOL d. o. o. Croatia 100 % ONE DOOEL Skopje* Macedonia 100 % SIOL d. o. o. Sarajevo Bosnia and Herzegovina 100 % SIOL d. o. o. Podgorica Montenegro 100 % DIGI PLUS MULTIMEDIA DOOEL Skopje* Macedonia 100 % GVO Telekommunikation GmbH Germany 100 % SIOL DOOEL Skopje Macedonia 100 % SIOL d.o.o. Beograd * Included in the Group until 31 July 2015. Serbia 100 % 100 % 93.11 % Telekom Slovenije transferred its 100% participating interest in DIGI PLUS MULTIMEDIA to the subsidiary ONE. The sales agreement and transfer were concluded on 9 January 2015, while the transfer was entered in the companies register on 21 January 2015. The new company ONE.VIP DOO was entered in the companies register in Macedonia on 1 October 2015, as the result of the merger of the operators ONE DOOEL, formerly a part of the Telekom Slovenije Group, and VIP OPERATOR DOOEL Skopje, a part of the Telekom Austria Group. The effective date of the merger was 31 July 2015. ONE DOOEL was thus included in the consolidated financial statements until that date. Telekom Slovenije holds a 45% participating interest in ONE.VIP DOO, but does not hold a controlling interest. Thus, the aforementioned company is not included in the financial statements of the Telekom Slovenije Group. In Macedonia, Telekom Slovenije established SIOL DOOEL Skopje, and became the latter’s 100% owner. The company was entered in the companies register on 14 January 2015. In Serbia, Telekom Slovenije established SIOL DOO Beograd, and became the latter’s 100% owner. The company was entered in the companies register in Belgrade on 13 February 2015. Telekom Slovenije holds a 100% economic ownership in Ipko arising from the agreement on the purchase of the remaining participating interest signed with minority owners. The Group maintains economic control over Ipko. Thus liabilities to minority owners are not disclosed in the consolidated financial statements. GVO holds a 100% participating interest in the German company GVO Telekommunikation GmbH. Telekom Slovenije holds a 50% participating interest in M-Pay as a joint venture and a 36% participating interest in the associate SETCCE. Both companies are included in the consolidated financial statements according to the equity method. TSmedia holds a 49% participating interest in the associated company Antenna TV SL. The latter is included in the Telekom Slovenije Group according to the equity method. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 25 7.2. Condensed interim accounting report of the Telekom Slovenije Group 7.2.1. Condensed interim financial statements of the Telekom Slovenije Group Consolidated income statement as at 30 September 2015 I - IX 2015 I - IX 2014 adjusted 549,547 574,110 96 10,103 5,226 193 0 3,239 - Cost of goods and materials sold -44,438 -51,587 86 Cost of materials and energy -12,198 -11,698 104 -242,058 -246,184 98 -89,579 -99,437 90 EUR thousand Revenue Other operating income Share of profit or loss in joint ventures Cost of services Employee benefits expense Amortisation and depreciation expense Ind 15/14 -114,718 -118,229 97 Other operating expenses -11,167 -7,672 146 Total operating expenses -514,158 -534,807 96 Profit or loss from operations 45,492 47,768 95 Finance income 38,493 13,606 283 Finance costs -13,767 -17,566 78 Share of profit or loss of associates and jointly controlled entities -4,387 -3,699 119 Profit or loss before tax 65,831 40,109 164 -177 -123 144 4,994 -2,320 - 70,648 37,666 188 10.86 5.79 188 Income tax expense Deferred tax Net profit or loss for the period Basic and diluted earnings per share (in EUR) Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 26 Consolidated statement of other comprehensive income as at 30 September 2015 EUR thousand Net profit or loss for the period I - IX 2015 I - IX 2014 adjusted Ind 15/14 70,648 37,666 188 1,213 619 196 -120 409 - 21 -69 - -99 340 - 1,114 959 116 71,762 38,625 186 Other comprehensive income to be reclassified to profit or loss in subsequent periods: Translation reserves Change in revaluation of available-for-sale financial assets Deferred tax Change in revaluation surplus of available-for-sale financial assets (net) Other comprehensive income for the period after tax Total comprehensive income for the period Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 27 Consolidated statement of financial position as at 30 September 2015 EUR thousand ASSETS Intangible assets Property, plant and equipment Investments in joint ventures Other investments Other non-current assets Investment property Deferred tax assets Total non-current assets Assets held for sale Inventories Trade and other receivables Deferred expenses and accrued revenues Income tax credits Current financial assets Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Called-up capital Capital surplus Revenue reserves Legal reserves Reserves for own shares and interests Own shares and interests Statutory reserves Other revenue reserves Retained earnings Retain earnings from previous periods Profit or loss for the period Revaluation surplus for property, plant and equipment Revaluation surplus for financial instruments Revaluation surplus on actuarial deficits and surpluses Translation reserve Total capital and reserves Long-term deferred income Provisions Non-current operating liabilities Interest bearing borrowings Other non-current financial liabilities Deferred tax liabilities Total non-current liabilities Assets and liabilities held for sale Trade and other payables Income tax payable Interest-bearing borrowings Other current financial liabilities Short-term deferred income Accrued costs and expenses Total current liabilities Total liabilities Total equity and liabilities 30. 9. 2015 31. 12. 2014 adjusted 1. 1. 2014 adjusted Ind 15/14 176,055 715,664 133 120,591 25,771 5,042 29,837 1,073,093 924 25,382 152,836 62,948 589 3,595 9,282 255,556 1,328,649 187,537 751,264 127 13,440 28,027 4,076 24,843 1,009,314 95,338 29,837 150,888 32,321 69 1,320 23,902 333,675 1,342,989 149,163 839,259 44,576 10,168 27,447 4,119 24,035 1,098,767 4,478 23,876 155,614 38,278 618 10,566 59,234 292,664 1,391,431 94 95 105 897 92 124 120 106 1 85 101 195 854 272 39 77 99 272,721 181,488 218,492 51,561 3,671 -3,671 54,854 112,077 29,275 -41,373 70,648 0 855 -1,152 -15 701,664 10,261 57,726 7,577 19,106 311,355 175 406,200 0 98,086 97 49,713 14,175 7,905 50,809 220,785 626,985 1,328,649 272,721 181,488 218,492 51,561 3,671 -3,671 54,854 112,077 23,681 22,175 1,506 0 954 -1,152 -1,228 694,956 11,545 78,299 7,663 35,827 309,589 196 443,119 22,592 120,229 161 23,765 98 10,878 27,191 204,914 648,033 1,342,989 272,721 181,488 265,210 51,630 3,761 -3,761 54,854 158,726 39,961 -120 40,081 1 714 1,128 -1,498 759,725 9,800 40,421 3,435 59,586 317,124 147 430,513 0 126,249 40 33,012 1,885 10,794 29,213 201,193 631,706 1,391,431 100 100 100 100 100 100 100 100 124 90 100 1 101 89 74 99 53 101 89 92 82 60 209 73 187 108 97 99 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 28 Consolidated statement of changes in equity as at 30 September 2015 Revenue reserves EUR thousand Balance at 1 Jan 2015 Net profit or loss for the period Other comprehensive income for the period Total comprehensive income for the period Dividends paid Transactions with owners Other Balance at 30 September 2015 Called-up capital 272,721 Capital surplus Treasury share reserve Legal reserves 181,488 51,561 3,671 Treasury shares -3,671 Statutory reserves 54,854 Retained earnings Other revenue reserves 112,077 23,681 Revaluation for available-for-sale financial assets (net) 954 Revaluation surplus for actuarial deficits and surpluses -1,152 Translation reserve Total -1,228 70,648 694,956 70,648 -99 1,213 1,114 0 0 0 0 0 0 0 70,648 -99 0 1,213 71,762 0 0 0 0 0 0 0 -65,055 -65,055 0 0 0 -65,055 -65,055 1 272,721 181,488 51,561 3,671 -3,671 54,854 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 112,077 29,275 29 1 855 -1,152 -15 701,664 Consolidated statement of changes in equity as at 30 September 2014 Revenue reserves EUR thousand Calledup capital Balance at 1 Jan 2014 - reported 272,721 169,459 Effect of changes in accounting policies Balance at 1 Jan 2014 Capital surplus Legal reserves 51,630 Treasury Other Treasury Statutory share revenue shares reserves reserve reserves 3,671 -3,671 54,854 158,726 12,029 272,721 181,488 51,630 3,671 -3,671 54,854 158,726 Net profit or loss for the period Retained earnings Revaluation reserves for property, plant and equipment 43,126 7,722 -3,080 -7,721 40,046 1 0 0 0 0 0 0 0 37,666 1,128 -1,498 0 0 0 0 0 0 0 -65,055 714 1,128 -1,498 -69 272,721 181,488 51,561 3,671 -3,671 54,854 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. -82 3 158,644 12,660 30 758,582 759,810 37,666 0 340 0 619 959 619 38,625 -65,055 0 0 0 0 -1 Other Total 1,228 -65,055 Transfer to retained earnings and reserves Balance at 30 September 2014 adjusted Translation reserve 340 Dividends paid Transactions with owners 714 Revaluation surplus for actuarial deficits and surpluses 37,666 Other comprehensive income for the period Total comprehensive income for the period Revaluation for availablefor-sale financial assets (net) -65,055 -1 -148 0 1,054 1,128 -879 733,231 Consolidated statement of cash flows as at 30 September 2015 EUR thousand I - IX 2015 I -IX 2014 adjusted 65,831 40,109 114,718 118,229 1,249 346 -3,280 -38,493 18,154 -1,948 -30,627 2,256 4,455 -20,573 -4,257 23,618 -22,606 -359 108,138 165 -13,606 21,265 -9,842 -8,243 347 -4,634 -7,242 1,776 6,686 -15,876 376 129,856 56,441 4,497 156 1,184 50,160 444 -122,308 -49,376 -15,170 -2 -52,104 -5,656 -65,867 11,986 621 1,423 286 552 9,104 -136,380 -46,290 -85,262 0 -1,226 -3,602 -124,394 167,500 167,500 0 -224,391 -44 -141,500 -16,767 -1,182 -64,898 -56,891 -14,620 9,282 23,902 58,900 10,000 48,900 -101,770 0 -10,000 -24,956 -1,690 -65,124 -42,870 -37,408 21,826 59,234 Cash flows from operating activities Profit before tax Adjustments for: Depreciation and amortization Impairment and write-offs of intangible assets, property, plant and equipment Gain or loss on disposal of property, plant and equipment Finance income Finance costs Change in trade and other receivables Change in deferred costs and accrued income Change in other non-current assets Change in inventories Change in provisions Change in long-term and short-term deferred income Change in accrued costs and expenses Change in trade and other payables Income tax paid Net cash from operating activities Cash flows from investing activities Receipts from investing activities Sale of property, plant and equipment Dividends received Interest received Disposal of non-current investments Disposal of current investments Disbursements from investing activities Acquisition of property, plant and equipment Acquisition of intangible assets Acquisition of investments Investments in subsidiaries and associates Interest-bearing loans Net cash from investing activities Cash flows from financing activities Receipts from financing activities Current borrowings Issue of short-term commercial papers Disbursements from financing activities Maturity of short-term commercial paper Repayment of current borrowings Repayment of non-current borrowings Interest paid Dividends paid Net cash from financing activities Net increase/decrease in cash and cash equivalents Closing balance of cash Opening balance of cash Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 31 Segment reporting The Group has two operating segments. Segment reporting is based on the internal reporting system used by management in the decision-making process. Geographical regions are defined as operating segments, namely Slovenia and other countries. The criterion for segment reporting is the registered office where an activity is performed. Segment reporting is based on the basic financial statements of the Telekom Slovenije Group. Sales transactions between segments are effected at market values. Intra-group transactions are eliminated in the consolidation process, and included among eliminations and adjustments. The Group does not disclose finance income and costs by segment, as the Group’s financing is centralised and conducted at the level of the parent company. Operating segments I - IX 2015 Slovenia Other countries Elimination and adjustment Consolidated 466,043 83,504 0 549,547 38,608 28,718 -67,326 0 504,651 112,222 -67,326 549,547 9,374 1,648 -919 10,103 0 0 0 0 -472,624 -110,127 68,593 -514,158 Operating profit per segment 41,401 3,743 348 45,492 Share of profit or loss in associates and jointly controlled entities -4,387 EUR thousand External sales Intersegment sales Total segment revenue Other revenue Share in profit or loss of joint ventures Total operating expenses -4,387 Finance income 38,493 Finance costs -13,767 Profit before tax 65,831 Income tax expense -177 Deferred tax 4,994 Profit for the period 70,648 Other segment information at 30. 9. 2015 Segment assets Segment liabilities 1,428,008 279,465 -378,824 1,328,649 667,409 232,935 -273,359 626,985 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 32 Operating segments I - IX 2014 – adjusted Slovenia Other countries Elimination and adjustment Consolidated 480,487 93,623 0 574,110 45,438 31,545 -76,983 76,983 525,925 125,168 -76,983 574,110 5,075 539 -388 5,226 0 3,239 0 3,239 -489,670 -120,170 75,033 -534,807 Operating profit per segment 41,330 8,776 -2,338 47,768 Share of profit or loss in associates and jointly controlled entities -3,699 EUR thousand External sales Intersegment sales Total segment revenue Other revenue Share in profit or loss of joint ventures Total operating expenses -3,699 Finance income 13,606 Finance costs -17,566 Profit before tax 40,109 Income tax expense -123 Deferred tax -2,320 Profit for the period 37,666 Other segment information at 31. 12. 2014 Segment assets Segment liabilities 1,398,289 267,177 -322,477 1,342,989 641,209 218,610 -211,786 648,033 Net sales revenue I - IX 2015 I - IX 2014 Ind 15/14 Mobile services on end-customer market 223,271 237,329 94 Fixed-line telephone services on end-customer market 176,547 178,895 99 Wholesale market 135,968 142,056 96 13,761 15,830 87 549,547 574,110 96 EUR thousand Other revenues and other merchandise Total revenue Net sales revenue was down 4% or EUR 24,563 thousand during the period January to September 2015 relative to the same period last year, to stand at EUR 549,547 thousand. Revenues were down in all service segments: by EUR 14,058 thousand or 6% in the mobile segment of the end-user market, and by EUR 2,348 thousand or 1% in the fixed segment. Revenues on the wholesale market were down by 4% or EUR 6,088 thousand, while other revenues and revenues from other merchandise were down by EUR 2,069 thousand or 13%. Other revenues and revenues from other merchandise include revenue from construction works, maintenance and the clearance of faults, sales of other merchandise, etc. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 33 Cost of services I - IX 2015 I - IX 2014 – adjusted Ind 15/14 100,555 102,334 98 6,886 7,697 89 Multimedia services costs 20,235 20,276 100 Sale incentives 18,369 19,826 93 8,421 7,852 107 Maintenance of property, plant and equipment 21,988 22,697 97 Lease of property, plant and equipment 12,226 13,100 93 Costs of trade fairs, marketing, sponsorships and entertainment 11,545 14,314 81 7,292 8,816 83 659 806 82 Insurance premiums 3,064 3,091 99 Cost of postal services and transportation 2,407 2,788 86 Banking services 1,377 1,527 90 27,035 21,060 128 242,058 246,184 98 EUR thousand Telecommunications services Cost of leased lines Sale commissions Professional and personal services Refund of work-related costs Other services Total cost of services During the reporting period, costs of services were down EUR 4,126 thousand on the same period last year. The costs of the following items were down: trade fairs, advertising, sponsorship and representation, refunds of work-related costs, intellectual and personal services, postal and transportation services, leased lines, banking services, sales incentives, leasing and maintenance of property, plant and equipment, telecommunication services, insurance premiums and multimedia content. The costs of other services and sales commissions were up. Operating profit and net profit Operating profit (EBIT) was down EUR 2,276 thousand or 5% on the same period last year, to stand at EUR 45,492 thousand. A net profit of EUR 70,648 thousand was achieved for the accounting period (an increase of 88% on the same period last year), in the context of a net financial gain of EUR 24,726 thousand. Intangible assets Intangible assets were down by the total amount of EUR 11,482 thousand relative to the end of last year, primarily as the result of amortisation charged during the accounting period. Commitments for intangible assets totalled EUR 4,026 thousand as at 30 September 2015. Property, plant and equipment Property, plant and equipment totalled EUR 715,664 thousand as at 30 September 2015, accounting for 54% of total assets, and were down EUR 35,600 thousand, primarily as a result of depreciation charged during the period. Commitments for property, plant and equipment totalled EUR 9,441 thousand as at 30 September 2015. Trade and other receivables Trade and other receivables amounted to EUR 152,836 thousand as at 30 September 2015, an increase of EUR 1,948 thousand or 1% compared with the balance at the end of 2014. Financial instruments Current financial assets were up EUR 2,275 thousand on the balance as at 31 December 2014 to stand at EUR 3,595 thousand, primarily as the result of an increase in other short-term loans. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 34 Non-current financial assets were up EUR 100,882 thousand, primarily owing to an increase in non-current available-for-sale financial assets and an increase in derivatives (forward contract). Financial liabilities Financial liabilities totalled EUR 394,349 thousand as at 30 September 2015, representing an increase of EUR 25,070 thousand on the end of 2014, broken down as follows: borrowings received in the amount of EUR 68,819 thousand were up EUR 9,227 thousand; liabilities for bonds issued in the amount of EUR 310,707 thousand were up EUR 11,367 thousand on the balance at the end of the year on account of the associated interest accrued in the period January to September 2015; and other financial liabilities totalled EUR 14,774 thousand, representing an increase of EUR 4,502 thousand on the end of 2014. Fair value hierarchy The following hierarchy was used in recognising and disclosing the fair value of financial instruments using a valuation technique: 1. Level 1: fair value is determined by directly quoting an officially published price on an active market; 2. Level 2: other techniques for determining fair value based on assumptions with a significant impact on fair value that are in line with current observable market transactions with the same instruments, either directly or indirectly; and 3. Level 3: other techniques for determining fair value based on assumptions with a significant impact on fair value that are not in line with current observable market transactions with the same instruments and investments. The fair value of financial instruments is compared with their book value in the table below. Carrying amount and fair value of financial instruments as at 30 September 2015 Carrying amount Fair value Level 1 Available-for-sale financial assets 82,404 82,404 1,346 Loans given 17,487 17,487 Trade receivables 25,771 25,771 Other non-current financial assets 20,700 20,700 3,176 3,176 2 2 417 417 9,871 9,871 152,836 152,836 299,900 311,610 Interest-bearing borrowings 19,106 19,106 Other trade payables 11,455 11,455 -572 -572 Interest on bonds 11,379 11,379 Interest-bearing borrowings 49,713 49,713 EUR thousand Level 2 Level 3 Non-current financial assets 17,487 20,698 Current financial assets Loans given Other current financial assets Bank deposits Cash, cash equivalents and income tax receivables Trade receivables 3,176 Non-current financial liabilities Bonds 311,610 19,106 Current financial liabilities Bonds Other financial liabilities Trade payables 3,368 3,368 98,086 98,086 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 49,713 35 Contingent liabilities from legal actions Telekom Slovenije received a lawsuit from AGICOA, the Association for the European Collective Management of Audiovisual Works, AGICOA EUROPE for the payment of EUR 2,400,000.00. The Telekom Slovenije Group assesses that the aforementioned lawsuit will not impact its financial statements. Contingent liabilities from guarantees issued The Group provided the following guarantees as at 30 September 2015: performance guarantees and warranty bonds in the amount of EUR 4,108 thousand, and other guarantees in the amount of EUR 448 thousand. None of the above stated liabilities meet the conditions for recognition in the statement of financial position, and the Group does not expect any material consequences as the result thereof. Related-party transactions Related parties of the Group companies include the Republic of Slovenia as the majority shareholder of Telekom Slovenije, other shareholders, members of the Management Board, members of the Supervisory Board and their family members. Transactions with natural persons Natural persons (the President, Vice-President and members of the Management Board, and the VicePresident and members of the Supervisory Board) held 1,549 shares in Telekom Slovenije as at 30 September 2015, representing a holding of 0.0237%. Events after the reporting date These events are disclosed in section 6. Significant events after the balance-sheet date can be found on page 22. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 36 7.3. Condensed interim accounting report of Telekom Slovenije, d. d. 7.3.1. Condensed interim financial statements of Telekom Slovenije, d. d. Income statement of Telekom Slovenije, d. d. for the period ending 30 September 2015 EUR thousand Revenue Other operating income Cost of goods and materials sold I - IX 2015 I - IX 2014 adjusted Ind 15/14 474,194 488,744 97 7,089 3,732 190 -45,784 -49,669 92 -7,981 -7,605 105 -214,741 -216,937 99 Employee benefits expense -72,211 -77,634 93 Amortisation and depreciation expense -89,691 -93,249 96 -8,842 -5,057 175 -439,250 -450,151 98 Profit or loss from operations 42,033 42,325 99 Finance income 34,989 22,144 158 -12,579 -14,372 88 64,443 50,097 129 0 0 - 5,071 -2,407 - 69,514 47,690 146 Cost of material and energy Cost of services Other operating expenses Total operating expenses Finance costs Profit or loss before tax Income tax expense Deferred tax Net profit or loss for the period Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 37 Statement of other comprehensive income of Telekom Slovenije, d. d. for the period ending 30 September 2015 I - IX 2015 I - IX 2014 adjusted Ind 15/14 69,514 47,690 146 -120 409 - 21 -69 - Change in revaluation surplus of available-for-sale financial assets (net) -99 340 - Other comprehensive income for the period after tax -99 340 - 69,415 48,030 145 EUR thousand Net profit or loss for the period Other comprehensive income to be reclassified to profit or loss in subsequent periods: Change in revaluation of available-for-sale financial assets Deferred tax Total comprehensive income for the period Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 38 Statement of financial position of Telekom Slovenije, d. d. as at 30 September 2015 EUR thousand ASSETS Intangible assets Property, plant and equipment Investments in subsidiaries Investments in associates and joint ventures Other investments Other non-current assets Investment property Deferred tax assets Total non-current assets Assets held for sale Inventories Trade and other receivables Deferred expenses and accrued revenues Income tax credits Current financial assets Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Called-up capital Capital surplus Revenue reserves Legal reserves Reserves for own shares and interests Own shares and interests Statutory reserves Other revenue reserves Retained earnings Retain earnings from previous periods Profit or loss for the period Revaluation reserves for financial instruments Revaluation surplus on actuarial deficits and surplus Total capital and reserves Long-term deferred income Provisions Non-current operating liabilities Interest bearing borrowings Other non-current financial liabilities Deferred tax liabilities Total non-current liabilities Trade and other payables Interest bearing borrowings Other current financial liabilities Short-term deferred income Accrued costs and expenses Total current liabilities Total liabilities Total equity and liabilities 30.9.2015 31. 12. 2014 adjusted 1. 1. 2014 adjusted Ind 15/14 125,405 615,038 46,886 65 238,930 29,957 5,042 28,341 1,089,664 925 20,863 168,403 62,314 408 16,272 5,612 274,797 1,364,461 132,276 644,877 45,781 65 138,048 32,549 4,076 23,270 1,020,942 80,788 25,549 148,172 31,411 22 8,504 19,032 313,478 1,334,420 65,304 688,196 80,958 36,838 171,048 31,863 4,119 23,287 1,101,613 4,478 16,278 139,950 28,420 22 30,285 52,894 272,327 1,373,940 95 95 102 100 173 92 124 122 107 1 82 114 198 191 29 88 102 272,721 180,956 217,042 50,434 3,671 -3,671 54,544 112,064 65,804 -3,710 69,514 855 -1,019 736,359 9,301 54,197 7,577 18,826 299,900 175 389,976 94,091 50,951 14,170 5,119 73,795 238,126 628,102 1,364,461 272,721 180,956 217,042 50,434 3,671 -3,671 54,544 112,064 61,345 43,507 17,838 954 -1,019 731,999 10,572 74,740 7,663 35,547 302,530 196 431,248 115,337 23,703 64 7,279 24,790 171,173 602,421 1,334,420 272,721 180,956 263,609 50,434 3,671 -3,671 54,544 158,631 61,995 22,817 39,178 714 1,112 781,107 9,010 35,916 3,426 59,245 312,401 147 420,145 110,169 32,869 473 5,351 23,826 172,688 592,833 1,373,940 100 100 100 100 100 100 100 100 107 390 90 100 101 88 73 99 53 99 89 90 82 215 70 298 139 104 102 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 39 Statement of changes in equity of Telekom Slovenije, d. d. for the period ending 30 September 2015 Revenue reserves EUR thousand Balance at 1 Jan 2015 Called-up capital 272,721 Capital surplus Legal reserves 180,956 50,434 Treasury share reserves Treasury shares 3,671 -3,671 Statutory reserves 54,544 Other revenue reserves 112,064 Net profit or loss for the period Retained earnings 61,345 -1,019 0 0 0 0 0 0 0 69,514 Total 731,999 69,514 -99 Dividends paid Transactions with owners Balance at 30 September 2015 954 Revaluation surplus on actuarial deficits and surpluses 69,514 Other comprehensive income for the period Total comprehensive income for the period Revaluation surplus for available-forsale financial assets (net) -99 -99 0 -65,055 69,415 -65,055 0 0 0 0 0 0 0 -65,055 0 0 -65,055 272,721 180,956 50,434 3,671 -3,671 54,544 112,064 65,804 855 -1,019 736,359 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 40 Statement of changes in equity of Telekom Slovenije, d. d. for the period ending 30 September 2014 Revenue reserves EUR thousand Balance at 1 Jan 2014 adjusted Calledup capital Capital surplus 272,721 168,927 Effect of changes in accounting policies Balance at 1 Jan 2014 adjusted Treasury share reserves Legal reserves 50,434 3,671 Treasury shares Statutory reserves -3,671 54,544 Other revenue reserves 158,631 12,029 272,721 180,956 50,434 3,671 -3,671 54,544 158,631 Net profit or loss for the period Retained earnings Revaluation surplus for property, plant and equipment 65,160 7,721 -3,165 -7,721 61,995 0 Balance at 30 September 2014 - adjusted 1,112 0 0 0 0 0 0 0 47,690 0 0 0 0 0 0 0 272,721 180,956 50,434 3,671 -3,671 54,544 158,631 714 1,112 41 779,964 781,107 47,690 340 0 340 0 48,030 -65,055 0 0 0 -65,055 44,630 0 1,054 1,112 764,082 -65,055 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. Total equity of owners of the Company 1,143 340 Dividends paid Transactions with owners 714 Revaluation surplus on actuarial deficits and surpluses 47,690 Other comprehensive income for the period Total comprehensive income for the period Revaluation surplus for availablefor-sale financial assets (net) -65,055 Cash flow statement of Telekom Slovenije, d. d. for the period ending 30 September 2015 EUR thousand Cash flows from operating activities Profit before tax I - IX 2015 I - IX 2014 adjusted 64,443 50,097 89,691 93,249 Adjustments for: Depreciation and amortisation Impairment and write-offs of property, plant and equipment Gain or loss on disposal of property, plant and equipment Finance income Finance costs 1,057 241 -3,263 40 -34,989 -22,144 12,579 14,371 Change in trade and other receivables -20,231 -9,598 Change in deferred costs and accrued income -30,903 -8,224 Change in other non-current assets 1,627 310 Change in inventories 4,686 -4,350 -20,543 -6,233 Change in long-term and short-term deferred income -3,431 1,472 Change in accrued costs and expenses 49,005 6,599 -18,694 -4,832 91,034 110,998 67,953 35,179 Change in provisions Change in trade and other payables Net cash from operating activities Cash flows from investing activities Receipts from investing activities Sale of property, plant and equipment Dividends received Interest received Disposal of non-current investments 4,107 300 156 1,423 7,853 6,970 55,788 4,337 49 22,149 Disbursements from investing activities -116,990 -138,868 Acquisition of property, plant and equipment -39,564 -34,566 Acquisition of intangible assets -13,519 -84,220 Investments in subsidiaries and associates -50,009 0 Interest-bearing loans -13,898 -20,082 Cash used in investing activities -49,037 -103,689 168,752 58,900 168,752 10,000 Disposal of current investments Cash flows from financing activities Receipts from financing activities Current borrowings Issue of short-term commercial papers 0 48,900 -224,168 -101,534 -44 0 -141,500 -10,000 -16,721 -24,882 -1,005 -1,629 Dividends paid -64,898 -65,023 Cash flow used in financing activities -55,416 -42,634 Disbursements from financing activities Maturity of short-term commercial paper Repayment of current borrowings Repayment of non-current borrowings Interest paid Net increase/decrease in cash and cash equivalents -13,419 -35,325 Closing balance of cash 5,613 17,569 Opening balance of cash 19,032 52,894 Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 42 Net sales revenue I - IX 2015 I - IX 2014 Ind 15/14 Mobile services on end-customer market 179,881 189,488 95 Fixed-line telephone services on end-customer market 147,420 148,574 99 Wholesale market 137,538 141,197 97 9,355 9,485 99 474,194 488,744 97 EUR thousand Other revenue and other merchandise Total sales revenue Net sales revenue was down 3% or EUR 14,550 thousand during the period January to September 2015 relative to the same period last year. The reasons for the aforementioned decline lie in lower revenue generated from mobile subscribers and prepaid users, sales of merchandise in the mobile segment, broadband services, traditional voice telephony, the business telephony segment, and convergent services and sales of merchandise in the fixed segment. New laws regulating the call termination market in the mobile network and the call termination market in the fixed network in Slovenia were adopted on 1 September 2014 and 1 November 2014 respectively. Comparisons with the same periods last year will therefore show lower revenues on the wholesale market. Cost of services EUR thousand Telecommunications services Cost of leased lines I - IX 2015 I - IX 2014 adjusted Ind 15/14 104,384 106,542 98 8,785 8,788 100 Multimedia services costs 12,596 13,598 93 Sale incentives 12,736 14,247 89 5,610 5,074 111 Sale commissions Maintenance of property, plant and equipment 23,492 27,160 86 Lease of property, plant and equipment 8,113 8,678 93 Costs of trade fairs, marketing, sponsorship and entertainment 8,434 10,092 84 Professional and personal services 4,883 6,142 80 304 369 82 Insurance premiums 2,503 2,494 100 Cost of postal services and transportation 2,679 2,770 97 854 1,118 76 19,368 9,865 196 214,741 216,937 99 Refund of work-related costs Banking services Other services Total cost of services The costs of services were down 1% on the same period last year primarily due to lower costs of the following items: banking services, intellectual and personal services, refunds of work-related costs, the maintenance of property, plant and equipment, trade fairs, advertising, sponsorship and representation, sales incentives, multimedia content, the leasing of property, plant and equipment, postal services, telecommunication services, and leased lines. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 43 Operating profit Operating profit (EBIT) was down 1% or EUR 292 thousand on the same period last year to stand at EUR 42,033 thousand. Finance income Finance income was up 58% on the same period in 2014, primarily owing to higher revenues from derivatives. Finance costs Finance costs were down 12% on the same period in 2014, primarily as the result of costs associated with commercial paper issued in March 2014 with a maturity of December 2014, and owing to lower interest expenses. Net profit Net profit in the amount of EUR 69,514 thousand was up 46% or EUR 21,824 thousand on the period January to September 2014. Intangible assets Intangible assets primarily comprise concessions, licences and computer programmes. Intangible assets were down by the total amount of EUR 6,871 thousand, primarily as the result of amortisation charged during the accounting period. Commitments for intangible assets totalled EUR 4,308 thousand as at 30 September 2015. Property, plant and equipment Property, plant and equipment accounted for 45% of the Company’s total assets. The decrease in property, plant and equipment in the amount of EUR 29,839 thousand was primarily the result of depreciation charged during the accounting period in the amount of EUR 69,104 thousand, while new acquisitions totalled EUR 41,299 thousand. Commitments for property, plant and equipment totalled EUR 12,340 thousand as at 30 September 2015. Investments in subsidiaries and joint ventures Telekom Slovenije increased its investments in subsidiaries and joint ventures during the reporting period, on account of the establishment and increase in the capital of the new company SIOL DOOEL Skopje in the amount of EUR 1,005 thousand, and the establishment and increase in the capital of the new company SIOL DOO Beograd in the amount of EUR 100 thousand. Other non-current assets Other non-current assets were down primarily owing to a decrease in other non-current operating receivables (instalment sales of merchandise). Trade and other receivables Trade and other receivables amounted to EUR 168,403 thousand as at 30 September 2015, an increase of EUR 20,231 thousand compared with the balance at the end of 2014. Financial instruments Current financial assets were up EUR 7,768 thousand, primarily owing to an increase in other short-term loans. Non-current financial assets were up EUR 100,882 thousand, primarily owing to an increase in non-current available-for-sale financial assets and an increase in derivatives (forward contract). Financial liabilities Financial liabilities totalled EUR 383,847 thousand as at 30 September 2015, an increase of EUR 22,003 thousand on the end of 2014, broken down as follows: borrowings received in the amount of EUR 69,777 thousand were up EUR 10,527 thousand; liabilities for bonds issued in the amount of EUR 310,707 thousand were up EUR 11,367 thousand on account of interest accrued in the period January to September 2015; and other liabilities in the amount of EUR 3,363 thousand were down EUR 109 thousand. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 44 Fair value hierarchy The following hierarchy was used in recognising and disclosing the fair value of financial instruments using a valuation technique: 1. Level 1: fair value is determined by directly quoting an officially published price on an active market; 2. Level 2: other techniques for determining fair value based on assumptions with a significant impact on fair value that are in line with current observable market transactions with the same instruments, either directly or indirectly; and 3. Level 3: other techniques for determining fair value based on assumptions with a significant impact on fair value that are not in line with current observable market transactions with the same instruments. The fair value of financial instruments is compared with their book value in the table below. Carrying amount and fair value of financial instruments as at 30 September 2015 EUR thousand Carrying amount Fair value Level 1 Level 2 Level 3 Non-current financial assets 82,404 82,404 135,828 135,828 Trade receivables 29,957 29,957 Other non-current financial assets 20,698 20,698 15,855 15,855 417 417 5,612 5,612 168,403 168,403 299,900 311,610 311,610 Available-for-sale financial assets Loans given 1,346 135,828 20,698 Current financial assets Loans given Bank deposits Cash, cash equivalents and income tax receivables Trade receivables 15,855 Non-current financial liabilities Bonds 18,826 18,826 -572 -572 Interest on bonds 11,379 11,379 Interest-bearing borrowings 50,951 50,951 3,363 3,363 94,091 94,091 Interest-bearing borrowings 18,826 Other trade payables Current financial liabilities Bonds Other financial liabilities Trade payables 50,951 Contingent liabilities from legal actions Telekom Slovenije received a lawsuit from AGICOA. Telekom Slovenije received a lawsuit from AGICOA, the Association for the European Collective Management of Audiovisual Works, AGICOA EUROPE for the payment of EUR 2,400,000.00. The Telekom Slovenije Group assesses that the aforementioned lawsuit will not impact its financial statements. Contingent liabilities from guarantees issued The Company provided the following guarantees as at 30 September 2015: performance guarantees and warranty bonds in the amount of EUR 3,167 thousand, guarantees as security for contractual obligations in the amount of EUR 3,166 thousand, and other guarantees in the amount of EUR 93 thousand. None of the above stated liabilities meet the conditions for recognition in the statement of financial position, and the Company does not expect any material consequences as the result thereof. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 45 Related-party transactions Related parties of the Company include the Republic of Slovenia as the majority shareholder of Telekom Slovenije, other shareholders, members of the Management Board, members of the Supervisory Board and their family members. Related-party transactions EUR thousand Receivables due from Group companies Subsidiaries Jointly controlled entities Associates Liabilities to Group companies Subsidiaries Jointly controlled entities Associates 30.9.2015 180,113 179,776 0 337 36,165 35,560 0 605 31.12.2014 154,422 154,036 18 368 18,666 16,734 2 1,930 EUR thousand Revenue Subsidiaries Jointly controlled entities Associates Purchase of material and services from Group companies Subsidiaries Jointly controlled entities Associates I - IX 2015 18,434 17,240 0 1,194 39,019 37,905 4 1,110 I - IX 2014 19,338 18,126 45 1,167 46,271 45,340 4 927 Transactions with natural persons Natural persons (the President, Vice-President and members of the Management Board, and the VicePresident and members of the Supervisory Board) held 1,549 shares in Telekom Slovenije as at 30 September 2015, representing a holding of 0.0237%. Transactions with the Government of the Republic of Slovenia, and entities and institutions under its control The Company provides telecommunication services to the Government of the Republic of Slovenia and to various bodies, agencies and companies in which the Slovenian state is either the majority or minority shareholder. Events after the reporting date These events are disclosed in section 6. Significant events after the balance-sheet date can be found on page 22. Unaudited Business Report of the Telekom Slovenije Group and Telekom Slovenije, d. d. 46
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