annual report

Transcription

annual report

LAŠKO GROUP
ANNUAL REPORT
2015
ANNUAL REPORT OF THE LAŠKO GROUP
AND PIVOVARNA LAŠKO, D. D.,
FOR THE 2015 FINANCIAL YEAR
Annual report 2015 / Contents
CONTENTS
1. INTRODUCTION
1.1
1.2
1.3
1.4
1.5
1.6
1.7
Address by the Chairman of the Management Board of Pivovarna Laško, d. d.
Report of the Supervisory Board
Data on the operations of the Laško Group
Data on the operations of Pivovarna Laško, d. d.
Vision, mission, values and strategic goals
Presentation of the Laško Group
Presentation of the parent company Pivovarna Laško, d. d.
2. BUSINESS REPORT
2.1
2.2
Corporate governance
Statement on corporate governance and compliance with the Corporate
Governance Code
2.3 Final note from the Report of the Management Board of Pivovarna Laško
on its relations with the controlling entity and its related companies
according to Article 545 of the ZGD-1
2.4 Shareholders
2.5 Sales, Marketing and Development
2.6 Procurement
2.7 Quality and standards
2.8 Investments
2.9 Performance analysis
2.10 Risk management
2.11 The financial position of the Laško Group
2.12 Overview of significant events in 2014 and after the balance sheet date
2.13 Development milestones
3. SUSTAINABLE DEVELOPMENT
3.1
3.2
3.3
3.4
Human resources management in the Laško Group
Communications
Corporate social responsibility
Environmental protection
4
4
6
12
15
19
20
22
24
24
37
41
42
50
61
64
68
71
76
80
82
96
100
100
104
106
107
4. FINANCIAL REPORT
OF THE LAŠKO GROUP
176
5. FINANCIAL REPORT
OF PIVOVARNA LAŠKO, D. D.
215
Annual report 2015 / Introduction
1 INTRODUCTION
1.1
Address by the Chairman of the Management Board of
Pivovarna Laško, d. d.
IN 2015, WHEN PIVOVARNA LAŠKO CELEBRATED ITS 190th ANNIVERSARY, THE
COMPANY WAS ACQUIRED BY A NEW OWNER, WHO WILL ENSURE THE FURTHER
DEVELOPMENT AND GROWTH OF THE COMPANY.
"To look back into the past only makes sense if it serves the future." This is one of the
quotes of Konrad Adenauer, the first post-war German Chancellor. The direction that the
companies of the Laško Group followed in recent years was rather challenging. The sale
of Pivovarna Laško, which began in the summer of 2014 by means of a capital increase,
was finalised in 2015. In the beginning of 2015, the owners joined this process by selling
the majority interest in Pivovarna Laško. The Dutch brewery Heineken signed a Share
Purchase Agreement with the sales consortium of Pivovarna Laško on 14 April 2015 under
several suspensive conditions. In total, Pivovarna Laško and the sales consortium of
Pivovarna Laško received five purchase offers which confirmed the extent of investors'
interest in Pivovarna Laško and the companies in the Group. The sale was finalised on 15
October 2015 after all the suspensive conditions were fulfilled and Heineken became the
owner of a 53.43 percent stake in Pivovarna Laško. Thus in the year when it celebrated the
190th anniversary of its establishment, Pivovarna Laško found a strategic partner who will
ensure the further growth and development, environmental protection, and increased
recognition of Pivovarna Laško and Pivovarna Union brands. By means of funds provided
by the new majority owner, Pivovarna Laško and Pivovarna Union repaid the total amount
of borrowings, which in 2010 stood in excess of EUR 450 million, to the creditor banks. The economic crisis has changed consumer habits
The economic conditions failed to show any real signs of improvement in 2015 and there
was no increase in consumer power.
The continuing economic crisis had a further negative impact on the sales of consumer
goods, especially beverages, which dropped significantly in the local market. In spite of
this, our sales on the local market are up nearly 4 percent on the rather ambitious annual
plan. Total quantity sales on the local and foreign markets also almost reached the rather
ambitious annual plan (99.3 percent).
Pivovarna Laško and Pivovarna Union repaid the entire amount of debt to the
creditor banks
Following the successful sales of Mercator, Birra Peja and Večer in 2014, and of Radenska
and Delo in 2015, the joint sale of Pivovarna Laško the and repayment of all the borrowings
on 15 and 29 October 2015, Pivovarna Laško and Pivovarna Union complied with the
Restructuring and Standstill Agreement, which they signed on 30 April 2014 with all 18
creditor banks.
Laško Group and Pivovarna Laško
4
Care for our brands
In 2015, our brands again reaped success at various international quality assessments; the
most important and prestigious of all is the Monde selection quality assessment, where
our brands were awarded several major gold medals, as well gold and silver medals. This
is another way of demonstrating year in year out the exceptional quality of our brands in
the international arena, the excellent work of our professional brewers and our breweries'
commitment to customer care. A new development in 2015 was the launch of the Laško
Special range of craft beer.
To celebrate our 190th anniversary, Laško beer was selected the official beer
of the first round of Eurobasket 2015 in Zagreb and the official beer of the
"Slovenian eagles".
The new ownership of Pivovarna Laško and Pivovarna Union, the finalisation of the sale
of Radenska and Delo and subsequent compliance with the Restructuring and Standstill
Agreement are the key milestones in the process of deleveraging, which was completed in
2015. On the other hand, Laško beer was named the official beer of the first round of
Eurobasket 2015 in Zagreb and the official beer of the "Slovenian eagles". The town of
Laško was host to the 51st traditional "Beer and Flowers" festival, attended by many
renowned international names. More than 135,000 visitors of the festival were served over
1/4 million pints of beer. The event, which took place on 5 musical stages with the
participation of over 50 guests, attracted 165 media representatives.
In Ljubljana, the Union Pub has become one of the most prominent pubs in Ljubljana
and a true paradise for beer lovers as here they can enjoy the taste of two types of beer that
are brewed exclusively for the Union Pub. One of the peaks of events organized in
Ljubljana took place in the sold-out Stožice stadium, where the Slovenian football team,
whose proud sponsor is Pivovarna Union, hosted the English football team. Supporting
sports, culture and the local environment was again in 2015 one of the trademarks of
Pivovarna Laško and Pivovarna Union.
Dear shareholders and business partners,
after years of rather challenging financial conditions and complex ownership, I can assure
you that the new owner of Pivovarna Laško and Pivovarna Union will guarantee their
further success and development, as the owner is fully aware of the strength of the brands
and the demands of individual markets. This is of course a guarantee that the brewing
industry will prosper on our soil for years to come.
mag. Dušan Zorko
Chairman of the Management Board of Pivovarna Laško
5
1.2 Report of the Supervisory Board on its verification of the
Annual Report of the Laško Group and Pivovarna Laško for the
2015 financial year
THE SUPERVISORY BOARD HAD NO OBJECTION TO THE AUDITED ANNUAL
REPORT OF THE LAŠKO GROUP AND PIVOVARNA LAŠKO, D. D. FOR 2015 AND
APPROVED IT AT ITS THIRD SESSION HELD ON 7 MARCH.
1.2.1
COMPOSITION OF THE SUPERVISORY BOARD
The Company's Supervisory Board consists of 4 members – capital representatives and 2
members – employee representatives. In the 2015 financial year, the Supervisory Board
was comprised of the following members:
Capital representatives
Dimitar Alexiev Dimitrov, Chairman (since 25 November 2015, Member since
24 November 2015)
Lucas Antonius van Haastrecht, Member (since 13 November 2015)
Markus Alfred Liebl, Member (since 24 November 2015)
Marta Natalia Bulhak, Member (since 13 November 2015)
Employee representatives
Dragica Čepin, Member and Deputy Chairperson (Deputy Chairperson since 13 April
2015)
Bojan Cizej, Deputy Chairman (until 6 April 2015)
Nataša Kočar, Member (since 7 April 2015)
Capital representatives - until 15 October 2015
Goran Brankovič, Chairman (until 15 October 2015)
Peter Groznik, Member (until 15 October 2015)
Jože Bajuk, Member (until 15 October 2015)
Janez Škrubej, Member (until 15 October 2015)
Composition of the Supervisory Board committees
The Audit Committee and Human Resources Committee operated within the Supervisory
Board in 2015. The Human Resource Committee was abolished as of 26 November 2015.
Until 26 November 2015 the Audit Committee was composed of 4 members (2 members
of the Supervisory Board and 2 external members), while since 26 November 2015 there
are only 3 members of the Audit Committee: 2 members of the Supervisory Board and 1
external member).
Until its dissolution on 26 November 2015, the Human Resources Committee had 4
members all of whom were members of the Supervisory Board.
Audit Committee
Markus Alfred Liebl, Chairman (since 26 November 2015)
Lucas Antonius van Haastrecht, Deputy Chairman since 26 November 2015)
Aleksander Igličar, Member (since 26 November 2015)
6
Audit Committee – until 26 November 2015
Jože Bajuk, Chairman (until 15 October 2015)
Bojan Cizej, Member (until 6 April 2015)
Nataša Kočar, Deputy Chairperson (from 13 April 2015 to 28 September 2015)
Igor Teslić, External Member (until 26 November 2015)
Aleksander Igličar, External Member (until 26 November 2015)
Human Resources Committee – ceased operating as of 26 November 2016
Janez Škrubej, Chairman (until 15 October 2015)
Goran Brankovič, Member (until 15 October 2015)
Jože Bajuk, Member (until 15 October 2015)
Dragica Čepin, Member (until 26 November 2015).
1.2.2
FUNCTIONING OF THE SUPERVISORY BOARD
The operations of Pivovarna Laško, d. d. and the Laško Group in 2015 were monitored by
the Supervisory Board of Pivovarna Laško, d. d., in accordance with the statutory
provisions and the Articles of Association of Pivovarna Laško, d. d. In 2015, the
Supervisory Board met at 10 regular and 5 correspondence sessions.
The Supervisory Board continuously reviewed the work of the Management Board
throughout 2015.
The Supervisory Board (in the composition applicable until 15 October 2015) paid special
attention to monitoring the key capital adequacy and solvency ratios of Pivovarna Laško,
the disposal of the investments of companies in the Laško Group, activities related to the
restructuring of the financial liabilities of Pivovarna Laško and Laško Group companies,
the joint process of capital increase of Pivovarna Laško and the sale of the holding held by
the Pivovarna Laško sales consortium, cost management, material legal issues and
verifying the achievement of operating results. The Supervisory Board continuously
focused on the above topics, which were regular items on the agenda of Supervisory Board
sessions.
Key resolutions of the Supervisory Board in 2015
In addition to the above-mentioned issues, the Supervisory Board also discussed other
current matters and adopted the following key resolutions:
 On 19 January 2015 the Supervisory Board gave its approval to the signing and
implementation of the following three contracts: Agreement for the Sale and Purchase
of shares of Radenska, d. d., Radenci, signed on 19 December 2014 between Pivovarna
Laško, d. d., as the vendor and Kofola, d. o. o., as the buyer and Kofola, S. A., as the
guarantor; the agreement related to the sale of 3,812,023 RARG shares, equal to a
75.31% interest in Radenska, d. d.); Agreement for the Sale and Purchase of shares of
Radenska, d. d., signed on 8 January 2015 between Pivovarna Laško, d. d., as the vendor
and Kofola, d. o. o., as the buyer; the agreement related to 354,304 RARG shares
accounting for a 6.82% interest in Radenska, d. d. and Appendix 1 to the Booking Note
for the temporary sale of securities signed on 8 January 2015 between Pivovarna Laško,
d. d., as the vendor and Deželna banka Slovenije, d. d., as the buyer in relation to the
Agreement for the Sale and Purchase of shares of Radenska, d. d. signed on 8 January
7
2015 between Pivovarna Laško, d. d., as the vendor and Kofola, d. o. o., as the buyer:
The Appendix related to 600,000 RARG shares or 11.85% interest in Radenska, d. d.,
which Pivovarna Laško, d. d., temporarily sold to Deželna banka Slovenije, d. d. on 30
November 2011.
 On 19 January 2015 the Supervisory Board was informed of the progress relating to the
capital increase of Pivovarna Laško,
 On 29 January 2015 the Supervisory Board gave its consent to the Management
Board's proposal for the conclusion of a Non Disclosure Agreement and Cooperation
Agreement, both of which were singed by Pivovarna Laško and members of the
consortium of owners of Pivovarna Laško,
 On 9 March 2015 the General Meeting was briefed on the joint process of ensuring
the capital increase of Pivovarna Laško and the sale of the shares held by Sales
consortium members in Pivovarna Laško, as well as on the method of selecting the
investor; the Supervisory Board was also briefed on the employees' position regarding
the two topics,
 On 23 March 2015 the Supervisory Board was briefed on the Valuation Report of
KPMG, d. o. o., Ljubljana and, based on the Management Board presentation of
binding proposals, gave its consent to the proposed continuation of the joint process
of the capital increase and sale of the stake held by the sales consortium in Pivovarna
Laško,
 On 13 April 2015 the Supervisory Board was briefed on the joint process of ensuring
the capital increase of Pivovarna Laško and the sale of the shares held by Sales
consortium members in Pivovarna Laško, as well as the significant differences
between the binding proposals as presented by the legal advisor, and gave its consent
to the contract documents being signed between the Management Board and the
selected investor,
 On 20 April 2015 the Supervisory Board was briefed on the joint process of ensuring
the capital increase of Pivovarna Laško and the sale of 4,471,054 shares (or a 51.11%
stake) held by the Sales consortium members in Pivovarna Laško to the selected
investor, i.e. Heineken International, B. V., Amsterdam as well as the signing of the
Business Cooperation Agreement dated 13 April 2015 and the Shareholder Loan
Agreement concluded between Pivovarna Laško and Heineken International, B. V.,
Amsterdam;
 On 20 April 2015 the Supervisory Board approved the audited Annual Report of
Pivovarna Laško and the Laško Group for 2014,
 Over the period from 11 May 2015 and until 15 October 2015 when the transaction was
completed, the Supervisory Board continued to be briefed on activities of the
Management Board in compliance with provisions of the Business Cooperation
Agreement dated 13 April 2015,
 Pursuant to Article 10 of the Managerial contracts and criteria set for the performance
assessment, on 11 May 2015 the Supervisory Board determined the amount of incentive
pay to individual members of the Management Board for their performance in 2014,
 On 11 May 2015 the Supervisory Board approved the material for the 23rd General
Meeting of Pivovarna Laško shareholders and proposed that the General Meeting
8
approves the audit firm Ernest & Young, d. o. o., Ljubljana as the auditors of the
financial statements for the financial year 2015,
 On 11 May 2015 the Supervisory Board gave its consent to the proposed settlement of
losses incurred by Jadranska pivovara - Split, d. d. by means of conversion of EUR
1,386,677 of Pivovarna Laško receivables due from Jadranska Pivovara - Split to the
share premium of the subsidiary,
 On 15 June 2015 the Supervisory Board gave its consent to the Agreement for the sale
and purchase of DELO časopisno in založniško podjetje, d. d., shares signed on 3 June
2015 between Pivovarna Laško as the vendor and FMR Financiranje in upravljanje
naložb, d. d. Idrija as the buyer for the sale of 667,464 DELR shares or a 100% interest
in DELO, d. d., Ljubljana,
 On 15 June 2015 the Supervisory Board gave its approval to the Annual Report 2014 of
the Internal Audit Function of the Laško Group and its plan of work for the 2015
financial year,
 On 17 July 2015 the Supervisory Board gave its approval to the draft Agreement on
termination of appointment of Gorazd Lukman as member of the Management Board
and authorised the Supervisory Board Chairman to sign the Agreement; at the same
time the Supervisory Board accepted the early termination of the appointment of
Gorazd Lukman as the Management Board member effective as of 31 July 2015,
 The Supervisory Board on 17 August 2015 appointed Dušan Zorko as Chairman of the
Management Board for a term of office running from 31 August 2015 to 31 August 2016;
in addition, it seconded the proposal of Dušan Zorko and appointed Mirjam Hočevar
as member of the Management Board for the financial sector, Matej Oset as member
of the Management Board for the production and technical sector, and Marjeta Zevnik
as member of the Management Board for the legal, HR and general sector,
 The newly appointed members of the Supervisory Board on 25 November 2015 elected
Dimitar Alexiev Dimitrov Chairman and Dragica Čepin Vice Chairperson of the
Supervisory Board,
 On 25 November 2015 the Supervisory Board appointed the following new members
of the Management Board for the term of office running from 26 November 2015 to 31
August 2016: Dušan Zorko, Chairman, Mirjam Hočevar Vice Chairperson, Marjeta
Zevnik as Member of the Management Board for the HR and legal sector; Martin Peter
Hayes as Member of the Management Board for Finance, Matej Oset as member of
the Management Board for Supply Chain; Olexandr Olexandrovych Makarenko as
Member for Sales and Rumen Ivanov Kolev Member for the Marketing sector. By
appointment of the new management Board, the temporary resolution on
appointment of the management Board as of 17 August 2015, ceased to apply,
 On 25 November 2015 the Supervisory Board dissolved the Human Resources
Committee, amended the Rules of Procedure of the Supervisory Board effective as
from 26 November 2015, and on 26 November 2015 appointed the following as new
members of the Audit Committee: Markus Alfred Liebl, Chairman, Lucas Antonius
van Haastrecht, Deputy Chairman and Aleksander Igličar, External Member.
9
Functioning of the Audit Committee
In 2015, the Audit Committee met at six regular and one correspondence sessions. After
the Audit Committee was briefed on the Annual Report of the Internal Audit Function for
2014 and its 2015 annual plan of work, it proposed both documents to be approved by the
Supervisory Board; in addition, it was briefed on the work of the Internal Audit Function
and the Report on monitoring implementation of recommendations, the Risk register of
Pivovarna Laško, while the Audit Committee also monitored the audit of the 2014 Annual
Report of Pivovarna Laško and the Laško Group of companies, it reviewed the audited
Annual Report 2014 of Pivovarna Laško and the Laško Group as well as the auditor's
opinion, and was briefed on the auditor's Management Letter, the timing of the financial
statement audit for the year ended 31 December 2015, and was regularly briefed on all
current and quarterly operational results and service costs of Pivovarna Laško and the
Laško Group. The Audit Committee regularly reported to the Supervisory Board on its
findings.
Functioning of the Human Resources Committee
In 2015, the Human Resources Committee met at seven regular and one correspondence
sessions. At a number of its sessions, the Human Resources Committee addressed the
proposed Supervisory Board assessment criteria for assessment of performance of the
Management Board in 2014 based on weighs or ponders relating to individual business
objectives (KPIs) and, accordingly, proposed to the Supervisory Board to adopt a resolution
concerning the variable part of the Management Board remuneration for 2014. The
Human Resources Committee addressed the proposed Supervisory Board assessment
criteria for assessment of performance of the Management Board in 2015 and submitted
its proposal to the Supervisory Board. The Human Resources Committee also reviewed
the remuneration policy applicable to the members of the Management Board and
addressed possible improvements of the provisions of managerial contracts. The Human
Resources Committee regularly reported to the Supervisory Board on its findings.
1.2.3
ANNUAL REPORT VERIFICATION
The Audit Committee performed a prior review of the audited Annual Report of the Laško
Group and Pivovarna Laško for 2015 at its second session on 7 March 2016, which the
certified auditor also attended. The Audit Committee briefed the Supervisory Board of its
findings at the third Supervisory Board session held on 7 March 2016.
The Supervisory Board reviewed the audited Annual Report of the Laško Group and
Pivovarna Laško for 2015 at its third session held on 7 March 2016. The Annual Report
was audited by the audit firm Ernst & Young, d. o. o., Ljubljana. The audit firm issued
unqualified opinions to the Annual Report of the Laško Group and Pivovarna Laško on 7
March 2016. The Supervisory Board had no objection to the Auditor's reports of 7 March
2016 and approved them.
The Supervisory Board had no objection to the audited Annual Report of the Laško Group
and Pivovarna Laško for 2015 and approved it at its third session held on 7 March 2016.
10
As at 31 December 2015, the distributable profit of Pivovarna Laško amounting to EUR
14,340,143 is composed of the 2015 profit amounting to EUR 14,100,051 and retained
earnings of EUR 240,092.
After the Supervisory Board approved the audited Annual Report of Pivovarna Laško and
the Laško Group, it also addressed and approved the proposal of the Management Board
relating to the appropriation of the distributable profit of Pivovarna Laško, d. d., which
reads:
The Management Board proposes that the 2015 distributable profit amounting to
EUR 14,340,143 remains unappropriated, and will be decided upon in future years.
Considering the rather challenging economic conditions, the Supervisory Board has
assessed performance of Pivovarna Laško and the Laško Group, as well as the work of the
Management Board in 2015 to be in line with expectations.
The Supervisory Board has drawn up this report for the General Meeting of the Company
in accordance with Article 282 of the Companies Act (ZGD-1).
Laško, 7 March 2016
Dimitar Alexiev Dimitrov
Chairman of the Supervisory Board
11
1.3 Data on the operations of the Laško Group
THE NEXT FINANCIAL YEAR WILL BE A DECISIVE ONE FOR THE LAŠKO GROUP DUE
TO THE PLANNED LEGAL MERGER OF PIVOVARNA LAŠKO AND PIVOVARNA UNION,
WHICH WILL RESULT IN SYNERGIES IN ALL FIELDS OF ACTIVITY.
Sales revenues and operating profit
including amortisation (EBITDA)
300.0
IN MIO. EUR
240.0
219.1
173.3
170.3
180.0
120.0
44.3
60.0
33.9
33.6
Net sales revenues
Normalised EBITDA
0.0
2013
2014
2015
Normalised EBIT is calculated from operating profit increased or decreased by the impact
of one-off business events such as the revaluation of real estate and investment property
and the formation of more significant revaluation adjustments. Normalised EBITDA is
the sum of normalised EBIT and normalised depreciation.
In addition to the listed adjustments, normalised EBIT is also adjusted for the impairment
of investments and accrued deferred tax receivables.
Return on assets (ROA)
and return on equity (ROE)
30.0
24.0
IN MIO. EUR
24.0
18.0
12.2
12.0
6.0
6.0
2.0
4.0
0.9
Return on equity (ROE)
0.0
2013
2014
2015
12
Key data on the operations of the
Laško Group (continued operations)
(in EUR)
2013
2014
2015
Net sales revenues
EBIT
Normalised EBIT
EBITDA
Normalised EBITDA
Net interest expense1
Net profit or loss
Normalised earnings
219,138,817
13,775,237
31,330,610
26,713,806
44,269,179
-15,948,702
-23,917,465
16,039,013
170,315,106
21,538,983
24,122,795
31,315,394
33,899,206
-13,099,160
9,954,332
12,538,144
173,338,573
-9,809,153
23,527,128
277,798
33,614,079
-8,444,943
-17,940,129
12,003,376
Non-current assets
Property, plant and equipment
Current assets including deferred and
accrued items
Equity
Long-term liabilities including
provisions and accrued costs and
deferred income
Current liabilities including accrued
costs and deferred income
284,057,058
170,065,814
238,353,317
133,339,070
192,713,788
95,985,670
170,434,237
58,213,883
113,820,029
62,289,213
77,993,877
40,910,293
31,155,169
115,887,195
196,645,808
365,122,243
173,996,939
33,151,564
Net current assets or liabilities 2
Net financial debt 3
Net financial debt less investments in
-194,688,006
235,885,133
-60,176,910
215,769,657
44,842,313
160,322,600
subsidiaries4
235,457,720
215,974,449
160,527,310
Cash flows from operating activities
Cash flows from investing
Cash flows from financing
Net cash flows
49,985,697
-672,340
-48,497,249
816,108
46,029,201
76,838,306
-120,255,744
2,611,763
37,669,045
20,718,592
-39,289,124
19,098,513
1
Interest income - interest expense
Current assets including deferred costs and accrued income - current liabilities including
2
deferred costs and accrued income
3
(Non-current and current financial liabilities) - (non-current and current investments + cash)
4
(Non-current and current financial liabilities) - (non-current investments less interests in subsidiary
4
companies + current investments and cash)
2
13
Indicators
2013
2014
2015
Share of normalised EBIT in sales
revenue
14.3 %
14.2 %
13.6 %
Share of normalised EBITDA in sales
revenue
Interest coverage5
20.2 %
1.964
19.9 %
1.842
16.0 %
2.786
Normalised earnings or loss in sales
revenue
7.3 %
7.4 %
6.9 %
6
12.2 %
6.0 %
24.0 %
Return on assets (ROA)7
Liabilities /equity8
2.0 %
6.807
0.9 %
4.654
4.0 %
5.617
*2014
3,742,141
1,294,536
34.6
**2015
2,705,370
845,568
31.3
5
Normalised EBIT/net interest expense
Normalised net earnings or loss / average equity in the period
7
Normalised net earnings or loss / average assets in the period
8
(Liabilities + accruals and deferrals + provisions /equity
6
Share of exports in total sales of beverages
of the Laško Group
(in hl)
Sale of all beverages
on the markets outside Slovenia
Share in %
2013
3,894,939
1,346,026
34.6
*Sales of Birra Peja, Sh. a. in the first 6 months, due to the sale of the company in July 2014.
* *Sales of Radenska, d. d. in the first 3 months, due to the sale of the company in March 2015.
Summary of the 2016 business plan
2016 will be a decisive one for the Laško Group also due to the planned legal merger of
Pivovarna Laško and Pivovarna Union, which will result in synergies in all fields of activity.
A leaner organisation will be stronger to face market challenges and will find it easier to
resist the pressures of competitive brands.
Due to the planned legal merger, no separate 2016 business plan has been prepared for
Pivovarna Union, but only for the joint company Pivovarna Laško Union.
Important starting points in the preparation of the 2016 plan include:
 The legal merger of the companies Pivovarna Laško and Pivovarna Union  The Heineken Group Strategy  Investigation of the role of supermarket brands  The inclusion of Heineken products in the product range  Operational restructuring. Laško Group and Pivovarna Laško
14
In 2016, the Laško Group plans on selling 2.3 million hl of beer, soft drinks and water,
70% of which will be sold on the Slovenian market and the rest on foreign markets. This
amount also includes the sale of Heineken products and other merchandise.
The Group expects to generate a normalised EBIT of EUR 19.1 million and a normalised
EBITDA of EUR 29 million on EUR 150 million of net sales revenue.
Investments of EUR 8.8 million will be spent on upgrading technological equipment, with
a smaller part spent on IT development and market investments.
In 2016, the Group's environmental goals will continue towards reducing our volume of
waste water and waste, as well as ensuring the more rational use of energy sources.
1.4 Data on the operations of Pivovarna Laško, d. d.
IN PIVOVARNA LAŠKO, WE MANAGED TO REDUCE THE NUMBER OF EMPLOYEES
BY 7.3%, WHICH IS IN LINE WITH THE LONG-TERM RESTRICTIVE EMPLOYMENT
POLICY OF THE COMPANY, AND IS NOW ALSO IN THE INTEREST OF THE NEW
OWNER.
Sales revenues and operating profit
including amortisation (EBITDA)
130.0
IN MIO. EUR
104.0
91.2
90.2
91.2
78.0
52.0
26.0
15.6
15.0
13.7
Net sales revenues
Normalised EBITDA
0.0
2013
2014
2015
Sales revenues in 2015 are at the same level compared to the previous year, while
normalised operating profit including amortisation (EBITDA) decreased by 8.8%.
Normalised EBIT, EBITDA and net profit have been calculated in the same way as the
data on the operations of Laško Group provided in Section 1.3 Data on the operations of
the Laško Group herein.
15
and return on equity (ROE)
3.0
2.3
2.0
IN %
1.0
0.0
0.6
-0.5
-0.5
2013
2014
2015
-1.0
-2.0
-3.0
-2.3
-2.6
Key data on the operations of the
(in EUR)
2013
2014
2015
Net sales revenues
EBIT
Normalised EBIT
EBITDA
Normalised EBITDA
Net interest expense1
Net profit or loss
Normalised earnings or loss
90,161,103
2,993,446
10,797,083
7,754,445
15,558,082
-12,960,348
-27,912,686
-1,967,727
91,200,214
8,059,226
10,434,454
12,619,534
14,994,762
-12,175,855
-9,847,908
-1,686,310
91,235,307
-9,882,241
9,231,568
-5,432,979
13,680,830
-6,741,734
14,100,051
1,680,448
Non-current assets
Current assets including deferred and
accrued items
Equity
Long-term liabilities including
provisions and accrued costs and
deferred income
Current liabilities + accrued costs and
deferred income
301,383,218
43,937,583
246,873,598
43,868,755
250,321,333
36,754,241
55,677,706
68,078,212
72,984,027
58,071,010
38,080,151
75,451,606
9,013,665
78,747,429
193,843,871
279,969,047
183,039,186
19,106,007
Net current assets or liabilities 2
Net financial debt 3
Net financial debt less investments in
-224,291,341
3,662,778
-110,055,159
56,665,631
18,974,144
-6,061,998
subsidiaries4
228,189,002
225,266,873
158,009,821
Cash flows from investing
Cash flows from financing
Net cash flows
18,857,704
-1,272,533
-17,523,417
61,754
17,927,593
26,560,150
-44,614,375
-126,632
3,225,979
54,821,440
-47,482,281
10,565,138
16
1
Interest income - interest expense
Current assets including deferred costs and accrued income - current liabilities including
2
deferred costs and accrued income
3
(Non-current and current financial liabilities) - non-current and current investments + cash)
4
(Non-current and current financial liabilities) - (non-current investments less interests in subsidiary
4
companies + current investments and cash)
2
Indicators
2013
2014
2015
Share of normalised EBIT in net sales
revenue
12.0 %
11.4 %
10.1 %
Share of normalised EBITDA in net
sales revenue
Interest coverage5
17.3 %
0.833
16.4 %
0.857
15.0 %
1.369
Normalised earnings or loss in net
sales revenue
Return on equity (ROE)6
Return on assets (ROA)7
Liabilities /equity8
-2.2 %
-2.3 %
-0.5 %
4.245
-1.8 %
-2.6 %
-0.5 %
4.508
1.8 %
2.3 %
0.6 %
2.822
2013
2014
2015
337
329
342
330
317
322
63,456
72,229
65,845
274,046
276,364
283,339
5
Normalised EBIT/net interest expense
Normalised net earnings or loss / average equity in the period
7
Normalised net earnings or loss / average assets in the period
8
(Liabilities + accruals and deferrals + provisions /equity
6
Number of employees
Employees as at 31 December
Average number of employees accordin
Added value per employee9
(EUR / employee)
Net sales revenue per employee
(EUR / employee)
10
9
(Operating revenue - costs of goods, materials and services - other operating expense) / average number
of employees according to hours
10
Net sales revenue / average number of employees according to hours
7
The number of employees as at 31 December 2015 includes 31 managerial employees
employed part time by Pivovarna Laško and by Pivovarna Union. There were 30 such
managerial employees as at 31 December 2014. As at 31 December 2013, 5 persons were
employed part time by both breweries - namely the Chairman and 4 Members of the
Management Board.
17
Share of export in total sales of beverages
(in hl)
2013
2014
2015
1,017,145
384,324
37.8
1,077,321
449,824
41.8
1,040,836
391,916
37.7
(in %)
2013
2014
*2015
Pivovarna Union, d. d.
Imported beer
Total
39.0
45.0
16.0
100.0
37.3
41.8
20.9
100.0
36.2
40.0
23.8
100.0
2013
2014
2015
8,747,652
8,747,652
8,747,652
-0.22
-0.19
0.19
4.01
23.50
25.30
7.78
0.52
35,078,085
6.64
3.54
205,569,822
8.63
2.93
221,315,596
Sale of all beverages
Exports
Share in %
Market share of the beer sales on
the Slovenian market
*Data for January - November 2015
Data on PILR shares
Total shares issued
Normalised earnings or loss per share
in EUR
Share market value on 31 December
in EUR
Share carrying value on 31 December
in EUR11
TV delnice / KV delnice
Market capitalisation in EUR12
11
12
Equity as at 31 December / total number of shares
Total number of shares issued x share market value on 31 December
18
1.5 Vision, mission, values and strategic goals
WE AIM TO BECOME THE MOST EFFECTIVE BEER PRODUCER IN THE REGION AS A
COMBINED COMPANY CALLED PIVOVARNA LAŠKO UNION.
Vision
Pivovarna Laško and Pivovarna Union, Ljubljana will become a combined company called
Pivovarna Laško Union and become the most effective regional beer producer and will
manufacture and sell top beer brand in Slovenia and in the region.
We are committed to beer product innovation and operational excellence:
 Differentiation is the key to the success of our brands,
 Long-term consistent brand strategy and communication,
 Maximization of price competitiveness.
The mission of the combined company is to produce top quality brands, ensure efficient,
responsible and environmentally friendly operations with added value for our customers
and shareholders, and thus strive to achieve world-class business results.
The most important values shared by both breweries are knowledge, entrepreneurship,
partnership, accountability, respect and care for the environment. Based on these values,
we realize our policies with thoughtful strategies in the areas of marketing and
development of services, organization and management of human resources, technology
development and management of financial resources and with a positive attitude towards
the broader society.
The strategic goals we have set ourselves for the future are to become the best operating
company in the brewing industry in the region, to maximize brand value and to create
added value for both the environment and shareholders. The planned cost-effectiveness
will be achieved through business restructuring, which will take place in accordance with
all legal requirements and the engagement of workwrs councils.
19
1.6 Presentation of the Laško Group
THE LAŠKO GROUP'S COMPANIES ARE PREDOMINANTLY MANUFACTURERS OF
BEER, ALTHOUGH THEIR ACTIVITIES ALSO INCLUDE THE PRODUCTION OF SOFT
DRINKS AND SPRING WATER.
Shareholders and their holdings as at 31 December 2015:
CONTROLLING COMPANY
 PIVOVARNA LAŠKO, Slovenia
SUBSIDIARIES
 PIVOVARNA UNION, Ljubljana, Slovenia
98.0796% ownership stake
 JADRANSKA PIVOVARA – Split, d. d., Croatia
99.4603% ownership stake
 VITAL MESTINJE, Slovenia
96.920% shareholding
 LAŠKO GRUPA, Sarajevo, Bosnia and Herzegovina
100% shareholding - of which Pivovarna Laško holds 84.6106% and Pivovarna
Union 15.3894%
 FIRMA DEL, d. o. o., Laško, Slovenia
100% shareholding
 LAŠKO GRUPA, Zagreb, Croatia
100% shareholding
 LAŠKO GRUPA Kosovo, Sh. p. k.
100% shareholding
Pivovarna Laško drafts a consolidated annual report. The consolidation includes the
controlling company and all relevant subsidiaries. Due to their immateriality, the
following companies are not included in the consolidation: Firma Del, Laško, Laško
Grupa, Sarajevo, Laško Grupa Kosovo.
In addition to these companies, the following were included in the consolidation for part
of the year: Radenska, Radenci (until 31 March 2015) and Delo, Ljubljana and its subsidiary
Izberi, Ljubljana (until 30 September 2015).
20
Organizational chart of the Laško Group as at 31 December 2015
LAŠKO GROUP
as at 31 December 2015
Controlling company
PIVOVARNA LAŠKO
Subsidiary
Subsidiary
PIVOVARNA
UNION, d. d.,
Ljubljana
JADRANSKA
PIVOVARA - Split,
d. d.
Ownersh.: 98.0796%
Ownersh.: 99.4603%
No. of shares: 5,396,932
No. of shares: 442,451
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
VITAL Mestinje,
d. o. o.
LAŠKO
GRUPA, d. o. o.,
Sarajevo
FIRMA
DEL, d. o. o.,
Laško
LAŠKO
GRUPA, d. o. o.,
Zagreb
LAŠKO
GRUPA Kosovo,
Sh. p. k.
Holding: 96.920%
Holding: 100%
Holding: 100%
Holding: 100%
Holding: 100%
Pivovarna Laško
Holding in Laško
Grupa Sarajevo
I84.6106%
Pivovarna Union
Holding in Laško
Grupa Sarajevo
I15.3894%
21
1.7 Presentation of the parent company Pivovarna Laško, d. d.
FROM A HISTORICAL STANDPOINT, THE ORIGINS OF PIVOVARNA LAŠKO LIE IN
1825 WHEN THE MEAD AND GINGERBREAD MAKER FRANZ GEYER SET UP A
BREWERY IN THE FORMER VALVASOR HOSPITAL, A BUILDING THAT TODAY IS THE
LOCATION OF THE SAVINJA HOTEL.
1.7.1
COMPANY PROFILE
PIVOVARNA LAŠKO, Trubarjeva 28, 3270 Laško, registered with the District Court in
Celje under the registration no. Srg 95/00673 and under the application No 1/00171/00
dated -September 1995.
Abbreviated company name:
Organisational form:
PIVOVARNA LAŠKO
public limited company
Share capital:
Number of issued shares:
EUR 36,503,305
8,747,652 no par-value shares
Listing of shares:
Ticker symbol:
Ljubljana Stock Exchange, stock exchange listing of
regular shares
PILR
Company registration number:
Tax number:
Activity code:
5049318
SI90355580
11.050
Type of business and principal activity:
BEER PRODUCTION
Management Board
composition
Dušan Zorko,
Chairman of the Board
Mirjam Hočevar,
Deputy Chairperson of the Management Board
Members of the
Management Board:
Marjeta Zevnik,
Member of the Management Board responsible for
human resources and legal affairs
Martin Peter Hayes,
Members of the Management Board responsible for
finances
Matej Oset,
Members of the Management Board responsible for
the supply chain
22
Olexandr Olexandrovych Makarenko,
sales
Rumen Ivanov Kolev,
marketing
Supervisory Board:
composition
Dimitar Alexiev Dimitrov,
Dragica Čepin,
Deputy Chairwoman of the Supervisory Board,
until 3 February 2016
Members of the
Supervisory Board:
Lucas Antonius van Haastrecht
Markus Alfred Liebl
Marta Natalia Bulhak
Nataša Kočar
Boštjan Teršek, as of 11 February 2016 onwards
Transaction accounts:
Accounts in Slovenia
IBAN SI56 0223 2002 0104 463
Nova Ljubljanska banka, d. d., Ljubljana
IBAN SI56 0600 0000 1199 122
Abanka, d. d., Ljubljana
IBAN SI56 0311 8100 1077 533
SKB banka, d. d., Ljubljana
Foreign account
IBAN NL47BNPA0227679741
BNP Paribas Fortis SA/NV, Netherlands Branch,
The Netherlands
Telephone:
Fax:
+386 3 734 80 00
+386 3 734 83 70
E-mail:
Website:
[email protected]
http://www.pivo-lasko.si
23
Annual report 2015 / Business report
2 BUSINESS REPORT
2.1 Corporate governance
THE COMPANY IS MANAGED ACCORDING TO A TWO-TIER SYSTEM WHEREBY THE
COMPANY IS MANAGED BY THE MANAGEMENT BOARD COMPRISED OF SEVEN
MEMBERS, AND ITS OPERATIONS ARE SUPERVISED BY THE SUPERVISORY BOARD.
The corporate governance principles of Pivovarna Laško are in accordance with the
applicable legal provisions in the Republic of Slovenia, the internal by-laws of the
Company and established best practices. The Company is managed according to a twotier system whereby the Company is managed by the management board and its
operations are supervised by the supervisory board.
The General Meeting of shareholders, the Supervisory Board and the Management Board
are the Company's bodies.
2.1.1
GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of the Companies Act (ZGD-1), the General Meeting of
shareholders is the supreme body of the Company. This is where the shareholders' will is
directly realised and fundamental and statutory decisions are adopted. One share
represents one vote at the General Meeting. Pivovarna Laško has no shares with limited
voting rights. Treasury shares do not convey voting rights at the General Meeting.
The General Meeting of Shareholders is convened by the Management Board at its own
initiative, at the request of the Supervisory Board or at the written request of the
shareholders of the Company possessing at least a 5% equity stake in the Company. The
Supervisory Board may also convene a General Meeting. Shareholders can exercise their
rights arising from shares directly at the General Meeting or through their representatives.
The General Meeting decides by a majority of the votes cast (simple majority) except where
otherwise provided so by law or the Articles of Association. A qualified three-quarters
majority is prescribed for the following matters:
 modifying the Articles of Association,
 approving an increase or decrease in share capital,
 status changes and winding up of the Company,
 exclusion of the shareholders’ preferential rights when issuing new shares,
 discharge of the Supervisory Board members,
 other matters, if so prescribed by law or the Articles of Association.
The General Meeting decides whether to grant discharge to the Company's Management
and Supervisory Boards and how to use the distributable profit. By granting discharge, the
General Meeting confirms and approves the work of the Management and Supervisory
Boards for the financial year. Discussions regarding the granting of discharge are carried
out in parallel with discussions on the use of distributable profit. If the General Meeting
24
does not grant discharge, it is not considered that the Management Board was given a vote
of no confidence.
Whenever the General Meeting of shareholders decides that the distributable profit is to
be distributed as dividends, the dividends belong to the shareholders who have been
registered as owners in the central register of securities at the Central Securities Clearing
Corporation on the cut-off date which shall be decided in each decision on the use of
distributable profit.
Attendance at General Meetings
Those shareholders who are entered into the share register at the end of the fourth day
prior to the convocation of a General Meeting (cut-off date) and who personally, or through
a representative or nominee, gave written notification of their attendance to the
Management Board of the Company by the end of the fourth day prior to the convocation
of the General Meeting have the right to participate and vote at the General Meeting.
The Supervisory Board members may attend the General Meeting even if they are not
shareholders. Media representatives may also attend the General Meeting if they give
notification of their attendance to the Management Board of the Company in writing
within three days at the latest prior to the convocation of the General Meeting.
Convening and organising General Meetings of shareholders
A General Meeting of shareholders is convened when necessary for the benefit of the
Company or when necessary in accordance with law and the Articles of Association.
The 23rd General Meeting of shareholders of Pivovarna Laško was convened on 13 May
2015 and held on 19 June 2015, while the 24th General Meeting was convened on 9 October
2015 and held on 12 November 2015.
Resolutions of the 23rd General Meeting of Shareholders of Pivovarna Laško
On 19 June 2015, the 23rd General Meeting of Shareholders of Pivovarna Laško was held.
The General Meeting was briefed on the audited Annual Report for 2014 and the Report
of the Supervisory Board on its verification of the Annual Report, on the cover of net loss,
on the remuneration of the Management and Supervisory Board members and granted
discharge to the Management Board and the Supervisory Board. The General Meeting
appointed the audit firm Ernst & Young, Ljubljana as the auditor of the company's 2015
financial statements.
The General Meeting was also briefed on the joint process of ensuring the capital increase
of Pivovarna Laško and the sale of the shares held by the Sales consortium in Pivovarna
Laško.
The resolutions of the General Meeting were published on the SEOnet portal and on the
Company's website www.pivo-lasko.si on 19 June 2015. The minutes of the General
Meeting and appendices thereto are available on the website of AJPES (Business register
of Slovenia).
25
Resolutions of the 24rd General Meeting of Shareholders of Pivovarna Laško
The General Meeting of the Shareholders of Pivovarna Laško was convened on 9 October
2015 at the request of the shareholder Družba za upravljanje terjatev bank (DUTB). The
General Meeting was held on 12 November 2015 and adopted amendments to the
company's Memorandum of association. After registration of the changes with the court
register, the potential number of Management Board members shall increase to a
maximum of seven (instead of five) and the provisions of the Memorandum of association,
which provides that the Management Board members are appointed at the proposal of the
Chairman of the Management Board. The General Meeting also adopted a provision on
the competition clause, namely that the members of the management or supervisory
bodies of the company Heineken NV, Amsterdam or employees of that company or its
subsidiaries can be members of the Management Board and the Supervisory Board, even
if they are or could be in competition with the company's activity.
The General Meeting noted that the members of the Supervisory Board - shareholder
representatives Goran Brankovič, Peter Groznik, Jože Bajuk and Janez Škrubej resigned
from their positions as Supervisory Board members, which came into force on 15 October
2015, the date of entry into force of the Agreement ("Completion") on the sale of shares of
Pivovarna Laško concluded between the consortium of sellers and Heineken International
BV, Amsterdam, on 13 April 2015.
The General Meeting elected the following new Supervisory Board members as
shareholder representatives with a term of 4 years, commencing from the date after their
election at the General Meeting or on the day following the entry into the register: Marta
Natalia Bulhak, Lucas Antonius van Haastrecht, Dimitar Alexiev Dimitrov and Markus
Alfred Liebl, representing Heineken International, B. V., Amsterdam.
The resolutions of the General Meeting were published on the SEOnet portal and on the
Company's website www.pivo-lasko.si on 12 November 2015. The minutes of the General
Meeting and appendices thereto as well as the clean copy of the Memorandum of
association, are available on the website of AJPES (Business register of Slovenia). The
clean copy of the Memorandum of association is also available from the company's
website: www.pivo-lasko.si.
2.1.2
SUPERVISORY BOARD
The fundamental function of the Supervisory Board is to supervise the management of
the Company’s operations. The Supervisory Board appoints and discharges the members
and Chairman of the Management Board.
The composition of the Supervisory Board is determined by the Articles of Association.
The Supervisory Board of Pivovarna Laško, d. d. has six members, each of whom has the
same rights and responsibilities unless otherwise stipulated by the Articles of Association.
Four members of the Supervisory Board elected by the General Meeting of Shareholders
are capital representatives, while the other two Supervisory Board members are employee
representatives and are elected by the Worker’s Council.
The Supervisory Board members – capital representatives – are appointed by the General
Meeting of shareholders through a simple majority vote of the shareholders. whereas the
26
two members of the Supervisory Board who are employee representatives are elected by
the Worker’s Council. The Supervisory Board members are elected for a period of four
years and their appointment is renewable following the expiry of their term of office. The
Supervisory Board elects its own Chairman and Deputy Chairman among its members.
The Chairman convenes and chairs the sessions of the Supervisory Board and is
authorised to declare its will and announce decisions adopted by the Supervisory Board.
The Chairman of the Supervisory Board represents the Company with respect to the
members of the Management Board. The Chairman of the Supervisory Board is always a
representative of the shareholders. Sessions of the Supervisory Board are convened by the
Chairman at his own initiative, at the initiative of any member of the Supervisory Board,
or at the initiative of the Management Board. The Supervisory Board takes decisions at
sessions.
Within one month of the Annual Report being submitted, the Supervisory Board must
verify the Annual Report and profit distribution proposal and draft a written report for the
General Meeting, which it provides to the Management Board. If the Supervisory Board
approves the Annual Report, the Annual Report is deemed adopted.
Composition of the Supervisory Board
Composition of the Supervisory Board
Capital representatives:
Goran Brankovič, Chairman,
till 15 October 2015
Peter Groznik, Member,
Jože Bajuk, Member,
Janez Škrubej, Member,
Dimitar Alexiev Dimitrov, Chairman,
from 25 November 2015
Marta Natalia Bulhak, Member,
Lucas Antonius van Haastrecht, Member,
Markus Alfred Liebl, Member,
Employee representatives:
Bojan Cizej, Deputy Chairman,
till 6 April 2015
Dragica Čepin, Member
Dragica Čepin, Deputy Chairperson,
till 3 February 2016
Nataša Kočar, Member,
from 7 April 2015 and from 15 February 2016
Deputy Chairperosn
Boštjan Teršek, Member,
from 11 February 2016
Changes in the Supervisory Board of Pivovarna Laško
As of 3 February 2016, Member of the Supervisory Board of Pivovarna Laško – employee
representative Dragica Čepin resigned as Member and Vice-Chairperson of the
Supervisory Board of Pivovarna Laško.
The workers’ council appointed Bostjan Teršek as new member of the Supervisory Board
of Pivovarna Laško – employee representatives as of 11 February 2016.
27
At its session held on 15 February 2016, the Supervisory Board of Pivovarna Laško Nataša
Kočar as Vice Chairperson of the Supervisory Board.
Dimitar Alexiev Dimitrov, Chairman of the Supervisory Board
Dimitar Alexiev Dimitrov graduated from economic sciences at the University in Varna,
Bulgaria. This year, he took the position of Managing Director for Europe at Heineken
International, where he is responsible for the companies in Belgium, Bulgaria, Croatia,
the Czech Republic, Germany, Greece, Hungary, Ireland, Macedonia, Serbia, Slovakia,
Switzerland and for EU export. He began his career in Heineken in 1995 as the General
Manager of Heineken Bulgaria. In 2005, he became director of Heineken Slovakia, and
continued his career as the Director of Heineken Russia. In 2013, he was appointed
Managing Director for Central Europe.
Marta Natalia Bulhak, Member of the Supervisory Board
Marta Natalia Bulhak has a master's degree in international economics from the
University of Warsaw, Poland. This year she became HR Director for Europe. She began
her career as a business advisor. In 1997, she joined the Zywiec Group in Poland, which
is part of the Heineken Group. There, until 2011 she assumed a number of managerial
positions, such as director of finances, director of the supply chain and management board
member for human resources. From 2012, she has worked for Heineken International in
Amsterdam, where she has had top positions in the field of human resources for the
Heineken Group.
Lucas Antonius van Haastrecht, Member of the Supervisory Board
Lucas Antonius van Haastrecht has a master's degree in econometrics from the University
of Groningen. In 2015 he became director of business control for Europe and is
responsible for 14 countries. He has been employed by Heineken since 1988. Until 2011,
he held a number of management positions in finance and controlling, including the
function of CFO of Heineken Ireland and the financial manager of Brau Holding
International, Germany. From 2011 to 2015 he was director of global business development
at Heineken International.
Markus Alfred Liebl, Member of the Supervisory Board
Markus Alfred Liebl has a PhD in food technology and a degree in law. He completed his
studies at the Universities of Vienna and Salzburg, Austria. Since 2007, he has been the
CEO of Brau Union Austria. He joined this company in 1984 (which became part of the
Heineken Group in 2003) and held various management positions. He is also a board
member of the Austrian Economic Association, deputy chairman of the Association of
Austrian Brewers and deputy chairman of the Austrian Association of Brands.
Dragica Čepin, Deputy Chairwoman of the Supervisory Board
Dragica Čepin became a master of science in economics and business in 2001, when she
completed her master's degree at the Economics and Business Faculty in Maribor. She
has been employed at Pivovarna Laško since 1981. She became director of the accounting
function of Pivovarna Laško in 1986, while from 2010 to 2012 she led the finance and
28
accounting department of Pivovarna Laško. In 2011, she was appointed employee
representative in the Supervisory Board of Pivovarna Laško.
Nataša Kočar, Member of the Supervisory Board
Nataša Kočar has a master's degree in biotechnological sciences from the Biotechnical
Faculty in Ljubljana. Currently, she is a part-time doctoral student in biosciences at the
Biotechnical Faculty of the University in Ljubljana. She has been employed full-time at
Pivovarna Laško since 2002, where she is head of quality control. She has been a member
of the Workers' Council since 2011, and was appointed as employee representative to the
Supervisory Board in April 2015. Since 2015, she has been Deputy Chairwoman of the
Presidency of the Workers' Union of Pivovarna Laško.
COMMITTEES OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO
1. Audit Committee
The tasks of the Audit Committee are defined in paragraph 3 of Article 280 of the
Companies Act. The tasks of the Audit Committee are:
 monitoring the financial reporting process and make recommendations and proposals
to ensure its integrity,
 monitoring the efficiency of the Company's internal controls, its internal audit
function (if one exists) and risk management systems,
 monitoring the statutory audit of the annual and consolidated financial statements,
and in particular the performance of the statutory audit, taking into account any
findings and conclusions of the relevant authority,
 reviewing and monitoring the independence of the auditor of the Company's annual
report, especially with respect to providing additional non-audit services,
 being responsible for the selection of the auditor and submitting a proposal to the
Supervisory Board for the appointment of the auditor of the annual report,
 supervising the integrity of the financial information provided by the Company,
 evaluating the drafting of the annual report, including forming its proposal for the
Supervisory Board,
 participating in determining the material audit areas,
 participating in the drafting of the contract between the auditor and the company,
having regard for the prohibition of all contractual provisions which restrict the choice
of the General Meeting of Shareholders in the appointment of the auditor. Any such
provisions are null and void,
 reporting to the Supervisory Board on the outcome of the statutory audit, including
providing an explanation of how the statutory audit contributed to the integrity of
financial reporting and outlining the role of the Audit Committee in this process,
 performing other tasks as provided by the Articles of Association or the resolution of
the Supervisory Board,
29
 cooperating with the auditor auditing the Company's annual report, especially with
respect to the mutual exchange of data concerning the main points of the audit, and
 cooperating with the internal auditor, in particular by exchanging information on
major issues relating to the internal audit.
Composition of the Audit Committee
Composition of the Audit Committee
Jože Bajuk, Chairman
Bojan Cizej, Deputy Chairman
Igor Teslić, External Member
Aleksander Igličar, External Member
Markus Alfred Liebl, Chairman
Lucas Antonius van Haastrecht,
Deputy Chairman
Alexander Igličar, External Member
Changes in the composition of the Audit Committee
At its 19th regular session on 13 April 2015, the Supervisory Board appointed Nataša Kočar
as a member of the Audit Committee of the Supervisory Board and Deputy Chairperson
of the Audit Committee. At its session of 28 September 2015, the Supervisory Board
recalled Nataša Kočar from the position of Member and Deputy Chairperson of the Audit
Committee due to changes to the Companies Act.
As Jože Bajuk and Goran Brankovič ceased to be Members of the Supervisory Board, as
of 15 October 2015, their positions in the Audit Committee were also revoked.
At its first meeting on 25 November 2016, the Supervisory Board appointed Markus Alfred
Liebl, Lucas Antonius van Haastrecht and Aleksander Igličar as Chairman, Deputy
Chairman and External Member of the Audit Committee, respectively, as of 26 November
2015. The Supervisory Board amended the Rules of Procedure of the Supervisory Board
and reduced the number of audit Committee Members from four to three. As a result,
Igor Teslić ceased to be external member as of 26 November 2015.
2. Human Resources Committee
At its 15th regular session on 3 September 2014, the Supervisory Board established a
Human Resources Committee, composed of: Janez Škrubej - Chairman, Goran Brankovič
- Member, Jože Bajuk - Member and Dragica Čepin - Member.
As Janez Škrubej, Goran Brankovič and Jože Bajuk ceased to be Members of the
Supervisory Board, as of 15 October 2015, their positions in the Human Resources
Committee were also revoked.
At its first constitutive session of 25 November 2015, the Supervisory Board abolished the
Human Resources Committee as of 26 November 2015.
30
Composition of the HR Committee
Janez Škrubej, Chairman
Goran Brankovič, Member
Jože Bajuk, Member
Dragica Čepin, Member
Composition of the HR Committee
/
/
/
/
Changes in the supervisory boards of subsidiaries
Pivovarna Union, d. d., Ljubljana
On 20 April 2015, the General Meeting appointed Mr Vladimir Malenkovič, Mr Goran
Brankovič and Mr Bojan Cizej as members of the Supervisory Board (capital
representatives) for a term of 4 years, beginning on 23 June 2015.
On 12 November 2015, the General Meeting noted that the members of the Supervisory
Board - shareholder representatives Vladimir Malenković, Goran Brankovič and Bojan
Cizej resigned from their positions of Supervisory Board members, which came into force
on 15 October 2015, the date of entry into force of the Agreement ("Completion") on the
sale of shares of Pivovarna Laško concluded between the consortium of sellers and
Heineken International BV, Amsterdam dated 13 April 2015.
The General Meeting elected the following new Supervisory Board members as
shareholder representatives with a term of 4 years, commencing from the date after their
election at the General Meeting or on the day following the entry into the register: Lucas
Antonius van Haastrecht, Dimitar Alexiev Dimitrov and Markus Alfred Liebl,
representing Heineken International, B. V., Amsterdam.
Jadranska pivovara - Split, d. d.
The existing Supervisory Board member - shareholder representative Gorazd Lukman
resigned as Chairman and Member of the Supervisory Board with effect from 31 July 2015.
On 22 September 2015, the General Meeting appointed Sebastjan Gergeta as new member
for a term until the expiry of the mandate of the other two members. On 24 September
2015, the Supervisory Board elected Sebastjan Gergeta as Chairman of the Supervisory
Board.
Laško Grupa, d. o. o., Zagreb
On 3 February 2016, the Chairwoman of the Supervisory Board of Laško Grupa, d.o.o.
Zagreb, Dragica Čepin resigned as Chairwoman and Member of the Supervisory Board.
Laško Grupa, d. o. o., Sarajevo
On 3 February 2016, the Chairwoman of the Supervisory Board of Laško Grupa, d.o.o.
Zagreb, Dragica Čepin resigned as Member of the Supervisory Board.
31
2.1.3
MANAGEMENT BOARD
The Management Board runs the Company and adopts business decisions independently
and at its own risk and represents the Company in disputes with third parties, adopts the
Company’s development strategy, ensures proper risk treatment and management, acts
with due care and diligence and protects the business secrets of the Company.
The Company's Management Board is comprised of the following seven members: Dušan
Zorko – Chairman of the Management Board, Mirjam Hočevar – Deputy Chairperson of
the Management Board, Marjeta Zevnik – Management Board Member responsible for
HR and legal affairs, Martin Peter Hayes – Management Board Member responsible for
finances, Matej Oset – Management Board Member responsible for the supply chain,
Olexandr Olexandrovych Makarenko, Management Board Member responsible for sales
and Rumen Ivanov Kolev, Management Board Member responsible for marketing.
The Supervisory Board appoints and discharges the Chairman, Deputy Chairperson and
Members of the Management Board. The term of office of the Chairman and Members
shall be 5 years, unless the Supervisory Board decides otherwise in the relevant resolution.
The Chairman of the Management Board and the Deputy Chairperson or the Chairman
of the Management Board and one of the Management Board members together
represent and act on behalf of the Company. The Management Board may appoint a
procurator.
Management Board of Pivovarna Laško
Composition of the Management Board
Composition of the Management Board
Dušan Zorko, Chairman
Marjeta Zevnik, Member
Mirjam Hočevar, Member
Gorazd Lukman, Member
Matej Oset, Member
Dušan Zorko, Chairman
Mirjam Hočevar, Deputy Chairperson,
Marjeta Zevnik, Member
Martin Peter Hayes, Member,
Matej Oset, Member
Olexandr Olexandrovych Makarenko,
Member, from 26 November 2015
Rumen Ivanov Kolev, Member,
Changes in the composition of the Management Board
Member of the Management Board Gorazd Lukman's term of office expired consensually
as of 31 July 2015. The Supervisory Board on 17 August 2015 appointed Dušan Zorko as
Chairman of the Management Board for a term of office running from 31 August 2015 to
31 August 2016; in addition, it seconded the proposal of Dušan Zorko and appointed
Mirjam Hočevar as member of the Management Board for the financial sector, Matej Oset
as member of the Management Board for the production and technical sector, and Marjeta
Zevnik as member of the Management Board for the legal, HR and general sector. The
32
Supervisory Board at its session on 25 November 2015 appointed the following members
of the Management Board with a mandate from 26 November 2015 to 31 August 2016:
Dušan Zorko – Chairman, Mirjam Hočevar – Deputy Chairperson, Marjeta Zevnik –
Member, Martin Peter Hayes – Member, Matej Oset – Member, Olexandr Olexandrovych
Makarenko – Member and Rumen Ivanov Kolev – Member. By appointment of the new
Management Board, the temporary resolution on appointment of the management Board
as of 17 August 2015, ceased to apply.
Dušan Zorko, Chairman of the Management Board
Dušan Zorko has a master's degree in economic sciences from the Economics and
Business Faculty in Maribor. He began his career at the company Kovintrade, Celje. He
has been employed in Pivovarna Union since 2004 as Chairman of the Management
Board of Pivovarna Union, while since 2009 he holds the position of Chairman of the
Management Board of both Pivovarna Laško and Pivovarna Union. At the first session of
the new Supervisory Board that took place on 26 November 2016, Dušan Zorko was
appointed Chairman of the Management Board, and thus the rich tradition of the brewery
continues under his leadership.
Mirjam Hočevar, Deputy Chairwoman of the Management Board
Mirjam Hočevar has a bachelor's degree in mathematics engineering from the Faculty of
Mathematics and Physics at the University of Ljubljana. She joined Pivovarna Union full
time in 1990 and has since held a number of managerial functions within the field of IT
and finances. In 2011, she was appointed Member of the Management Board of Pivovarna
Laško and Pivovarna Union and is responsible for finances. At the first session of the new
Supervisory Board held on 26 November 2015, Mirjam Hočevar was appointed Deputy
Chairperson of the Management Board.
Marjeta Zevnik, Member of the Management Board responsible for human
resources and legal affairs
Marjeta Zevnik has a bachelor's degree in law from the Faculty of Law in Ljubljana. She
began her career in Pivovarna Union in 1986. She has held a number of management
positions in sales, legal, HR and general areas of the Laško Group during her time with
the company. In August 2011, she was appointed Member of the Management Board of
Pivovarna Laško and Pivovarna Union. On 26 November 2015 she was appointed Member
of the Management Board for human resources and legal affairs in Pivovarna Laško and
Pivovarna Union.
Martin Peter Hayes, Member of the Management Board responsible for
finances
Martin Peter Hayes is a fully qualified accountant and has completed a postgraduate
course in management and business studies at the University of Warwick, the United
Kingdom. He has been employed in Heineken since 2011. In 2015 he joined the integration
team, which was responsible for the integration of Pivovarna Laško and Heineken. After
the completion of the integration process and the acquisition by Heineken, on 26
November 2015 he was appointed Member of the Management Board responsible for
finances in Pivovarna Laško and Pivovarna Union.
33
Matej Oset, Member of the Management Board responsible for the supply
chain
Matej Oset has an MBA from IEDC Bled, and has a university degree in food technology
from the Biotechnological Faculty of the University of Ljubljana. He began his long career
at Pivovarna Laško in 1993. During the entire time he participated in and was responsible
for production, technical and procurement in the Laško Group. In August 2011, he was
appointed Member of the Management Board of Pivovarna Laško and Pivovarna Union.
On 26 November 2015, has was appointed Member of the Management Board of
Pivovarna Laško and Pivovarna Union, where he is responsible for the supply chain.
Olexandr Olexandrovych Makarenko, Member of the Management Board
responsible for sales
Olexandr Olexandrovych Makarenko has an MBA from the Management School of Case
Western Reserve University, the United States. He began his career in Heineken in 2000
in Hungary, and then held a number of management positions in the Netherlands,
Kazakhstan and Vienna. On 26 November 2015 he was appointed Member of the
Management Board of Pivovarna Laško and Pivovarna Union responsible for sales.
Rumen Ivanov Kolev, Member of the Management Board responsible for
marketing
In 2015, Rumen Ivanov Kolev finished his MBA, after having graduated in 2000 from the
Faculty of Economics in Svishtov, Bulgaria. Immediately after receiving his degree, he was
employed in the marketing department at Heineken Bulgaria and since then he has held
various management positions in marketing. His career led him from Bulgaria and
Russia, to the Netherlands and, most recently, to Slovenia. On 26 November 2015 he was
appointed Member of the Management Board of Pivovarna Laško and Pivovarna Union
responsible for marketing.
Changes in the composition of management boards of subsidiaries
At the 7th regular session of the supervisory board of Jadranska pivovara - Split held on 16
December 2015, Mr Zlatko Bebić was again appointed director of the company for a term
of office from 1 January 2016 to 31 December 2016.
2.1.4
MANAGEMENT IN THE LAŠKO GROUP
The Laško Group consists of the parent company Pivovarna Laško, five subsidiaries in
Slovenia and four subsidiaries abroad. All subsidiaries are in the majority ownership of
the controlling entity (for further details, see Section 1.6 Presentation of the Laško).
Members of the management and administrative bodies of the subsidiaries as of 31
December 2015:
34
PIVOVARNA UNION, d. d., Ljubljana
Management
Board
Dušan Zorko –
Chairman
Mirjam Hočevar –
Deputy Chairperson
Marjeta Zevnik –
Member
Martin Peter Hayes –
Member
Matej Oset –
Member
Olexandr Olexandrovych Makarenko –
Member
Rumen Ivanov Kolev –
Member
Supervisory
Board
Dimitar Alexiev Dimitrov –
Chairman
Lucas Antonius van Haastrecht –
Member
Markus Alfred Liebl –
Member
Terezija Peterka –
Deputy Chairwoman
Primož Mlekuš –
Member
JADRANSKA PIVOVARA - Split, d. d.
Director
Zlatko Bebić
Supervisory
Board
Sebastjan Gergeta –
Chairman
Pavel Teršek –
Deputy Chairman
Silvana Radovčić –
Member
VITAL Mestinje, d. o. o.
Director
Mira Močnik
Supervisory
Board
The company has no supervisory board.
35
LAŠKO GRUPA, d. o. o., Sarajevo
Director
Haris Hadžić
Supervisory
Board
Matjaž Zupin –
Chairman
Pavel Teršek Deputy Chairman
Dragica Čepin –
Member, until 3 February 2016
FIRMA DEL, d. o. o., Laško
Director
Dušan Zorko
Supervisory
Board
The company has no supervisory board.
LAŠKO GRUPA, d. o. o., Zagreb
Director
Boris Matijaščić
Supervisory
Board
Dragica Čepin –
Tatjana Fintić –
Chairperson, until 3 February 2016 Deputy Chairperson
Matjaž Zupin –
Member
LAŠKO GRUPA, Sh. p. k. (d. o. o.), Kosovo
Director
Petra Matjašič Nader
Supervisory
Board
Sebastjan Gergeta –
Chairman
Goran Brankovič –
Deputy Chairman
Aleš Praznik –
Member
36
2.2 Statement on corporate governance and compliance with the
Corporate Governance Code
THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF PIVOVARNA LAŠKO,
D. D., HEREBY DECLARE THAT THE COMPANY COMPLIES WITH THE PROVISIONS
OF THE CORPORATE GOVERNANCE CODE OF PUBLIC LIMITED COMPANIES.
2.2.1
COMPLIANCE OF COMPANY MANAGEMENT WITH THE PROVISIONS
OF THE CORPORATE GOVERNANCE CODE
The Management Board and Supervisory Board of Pivovarna Laško, d. d., hereby declare
that the Company complies with the provisions of the Corporate Governance Code of
Public Limited Companies dated 8 December 2009, which came into effect on 1 January
2010 (hereafter: the Code) with certain discrepancies which however, do not infringe the
good management practice and which are explained herein. The Statement is an integral
part of the Annual Report 2015. The Code is available on the website of the Ljubljana Stock
Exchange at www.ljse.si.
The Statement refers to the 2015 financial year, i.e. from 1 January to 31 December 2015.
No changes have occurred in the Company’s corporate governance since the conclusion
of the accounting period and up to the Statement’s publication.
The explanations regarding discrepancies from individual provisions of the Code are given
by the Management and Supervisory Board of the Company below:
 Provision 1; The Company operates in accordance with its key objective, which is to
maximize the Company’s value, and other objectives such as long-term value creation
for shareholders, observance of social and environmental aspects of operations with
the aim of ensuring sustainable development of the Company, even though these
objectives are not stated in the Company's Articles of Association;
 Provision 2; The Management of the Company is focused on realising the strategic
growth objectives of the Heineken Group; the Management and Supervisory Boards
have not adopted a separate document entitled Corporate Governance Policy;
 Provisions 8 (paragraph 2) and 17.2; The Supervisory Board did not sign individual
statements regarding the fulfilment of the independence criteria as denoted in Point
C.3 Annex C of the Code;
 Provision 8.7; The Rules of Procedure of the Supervisory Board do not contain any
provisions regarding communications with the public in connection to decisions
adopted at its sessions. The Chairman of the Supervisory Board is, on the basis of the
relevant decision of the Supervisory Board, authorised to communicate with the
public. Important decisions of the Supervisory Board are published on the SEOnet
website of the Ljubljana Stock Exchange and on the websites of the Company;
 Provision 11; The Supervisory Board does not have a secretary. The tasks of the secretary
of the Supervisory Board are performed by the employees of the Legal and HR
department;
 Provision 16.1.; Remuneration of members of the Management Board is regulated by
managerial contracts.
37
2.2.2 MAIN CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK
MANAGEMENT SYSTEMS IN CONNECTION WITH THE FINANCIAL
REPORTING PROCEDURE
Pivovarna Laško, d. d., has implemented a systemic approach to risk management,
effected by the Risk Committee. The Company manages risks and implements internal
control procedures at all levels. The purpose of internal controls is to ensure the accuracy,
reliability, transparency and visibility of all processes and the management of risks related
to financial reporting. At the same time, the internal control system establishes a
mechanism for preventing irrational use of assets and contributes to cost-effectiveness.
The system of internal controls includes procedures that ensure:
 transactions recorded are accurate and fair, based on credible accounting documents,
providing a guarantee that the company disposes of its assets in an honest and fair
manner;
 transactions are recorded and the financial statements drawn up in accordance with
the applicable legislation;
 unauthorized acquisition, use and disposal of company assets, which would have a
significant effect on the financial statements, are prevented or detected in a timely
manner.
The Company's internal controls are implemented in all sectors, including the Finance,
Accounting, Controlling and IT department, which is responsible for bookkeeping and
the preparation of financial statements in accordance with applicable accounting, tax and
other regulations. The internal control system accuracy and efficiency are supervised by
the Internal Audit Function as part of its annual plan of work. The adequacy of internal
control operations within the scope of the IT system is examined by authorized external
IT systems auditors on an annual basis.
2.2.3 EXTERNAL AUDIT
Regular external audit
To ensure consolidation and standardisation within the Laško Group, the General
Meetings of Pivovarna Laško and Pivovarna Union appointed the audit firm Ernst &
Young, Dunajska cesta 111, Ljubljana as the certified auditor for the 2015 financial year,
which reports to the Management Board, Supervisory Board and Audit Committee of the
Supervisory Board on its findings within the scope of auditing the financial statements.
2.2.4 DATA ACCORDING TO ITEMS 3, 4, 6, 8, and 9 of PARAGRAPH 6,
ARTICLE 70 OF ZGD-1
Significant direct and indirect ownership of the Company's securities
Data on significant direct ownership of the Company's securities is given in Section 2.4.2
OWNERSHIP STRUCTURE OF EQUITY of the Annual Report 2015.
38
Holders of securities granting specially controlling rights
The Company's Articles of Association do not contain any provisions granting holders of
securities any special controlling rights.
Limitations to voting rights
The Articles of Association of the Company do not contain limitations regarding particular
shares or a defined number of votes. The Articles of Association of the Company prescribe
that shareholders intending to attend a General Meeting need to register their attendance
by the end of the fourth day at the latest prior to the convocation of the General Meeting
or else they will not be able to attend the General Meeting or exercise their voting rights.
Company rules on the appointment and replacement of members of the
management or supervisory bodies and on changes to the Articles of
Association
In accordance with the Articles of Association of the Company, the Management Board
may have a maximum of seven members, one of whom shall be appointed the Chairman
of the Management Board. The Chairman and Members of the Management Board are
appointed and recalled by the Supervisory Board. The Supervisory Board may also
prematurely recall the Chairman of the Management Board or an individual Management
Board member in accordance with the law.
Pursuant to the Company’s Articles of Association, the Supervisory Board consists of six
members of whom four are capital representatives and two are employee representatives.
The Supervisory Board members – capital representatives – are appointed by the General
Meeting of shareholders through a simple majority vote of the shareholders in attendance,
whereas the two members of the Supervisory Board who are employee representatives are
elected by the Worker’s Council. A minimum 3/4 majority of votes cast by the
shareholders is required to recall a member of the Supervisory Board - capital
representative, whereas a minimum 2/3 majority of all members of the worker's council
is required to recall a member of Supervisory Board - employee representative.
A three-quarter majority vote by the General Meeting is required for any amendment of
the Articles of Association.
Authorisation granted to members of the management bodies, especially
powers to issue or purchase treasury shares
In 2015, members of the management bodies had no power to issue or purchase treasury
shares.
2.2.5 DATA ON THE ACTIVITIES OF THE GENERAL MEETING
Data on the activities of the General Meeting and its key competences and a description
of shareholders’ rights and the method of their implementation are included in Section
2.1 Corporate Governance of the Annual Report 2015.
39
2.2.6 DATA ON THE MANAGEMENT BOARD AND SUPERVISORY BOARD
Data on the composition and activities of the management and control bodies and their
committees is included in Section 2.1 Corporate Governance of the Annual Report 2015.
mag. Dušan Zorko
Dimitar Alexiev Dimitrov
Chairman of the Management Board
Mirjam Hočevar
Marjeta Zevnik
Member of the Management Board
Martin Peter Hayes
Matej Oset
Olexandr Olexandrovych Makarenko
Rumen Ivanov Kolev
40
2.3 Final note from the Report of the Management Board
of Pivovarna Laško on its relations with the controlling entity
and its related companies according to Article 545 of the
ZGD-1
THE MANAGEMENT OF THE COMPANY DECLARES THAT IT SUFFERED NO
DISADVANTAGE BASED ON TRANSACTIONS WITH THE CONTROLLING AND
RELATED COMPANIES IN 2015.
With regard to the transactions with the controlling and its related companies concluded
in 2015, the Management Board of Pivovarna Laško declares that in the circumstances
known to it at the time when those transactions were carried out, the company received
appropriate returns and, consequently, suffered no disadvantage.
Laško, 29 February 2016
mag. Dušan Zorko
Mirjam Hočevar
Marjeta Zevnik
Martin Peter Hayes
Matej Oset
Rumen Ivanov Kolev
41
2.4 Shareholders
MORE THAN 4,000 SHAREHOLDERS ACCEPTED THE TAKEOVER BID OF THE
ACQUIRER HEINEKEN INTERNATIONAL B. V., AMSTERDAM, WHICH AFTER THE
TAKEOVER BECAME THE HOLDER OF 96.92% OF ALL SHARES OF PIVOVARNA
LAŠKO.
Since 1995, Pivovarna Laško has been organised as a public limited company. At the end
of the 2015 financial year, it had 6,198 shareholders, which is 1,170 shareholders or 15.9%
less than at the end of 2014.
Number of shareholders
Shareholders at 31 Dec
Chain index
2014
7,368
/
2015
6,198
84.1
31 Jan 2016
2,102
33.9
On 21 January 2016, Pivovarna Laško received the decision of the Securities Market Agency
(hereinafter: the SMA) establishing that the takeover bid of Heineken International B. V.,
Amsterdam, was successful.
During the period of the takeover bid, the bid was accepted by 4,030 shareholders who
were holders of a total of 3,804,250 shares of the Company, representing 43.49% of all
issued shares of the target company. Including the 4,673,941 shares owned on the date of
publication of the takeover bid, the acquirer thus held a total of 8,478,191 shares of the
Company, which represents 96.92% of all issued PILR shares.
As at 31 January 2016, the company Heineken owns 8,530,099 PILR shares, representing
97.51% of the shares of Pivovarna Laško.
2.4.1
PILR SHARES ON THE STOCK EXCHANGE
In 2015, the average trading volume with Pivovarna Laško (PILR) shares on the Ljubljana
Stock Exchange amounted to EUR 124,263 per day, which is 43.0% lower than in 2014,
when it stood at EUR 218,011 per day.
Share market value of PILR share
(in EUR)
Highest in the year
Lowest in the year
As at 31 Dec
Chain index
2013
9.90
3.30
4.01
/
2014
25.50
3.90
23.50
586.0
2015
25.39
20.00
25.30
107.7
42
2.4.2 OWNERSHIP STRUCTURE OF EQUITY
As of 31 December 2015, the share capital of the Company amounts to EUR 36,503,305
and is divided into 8,747,652 no par-value shares all of which have been paid in full. These
are all ordinary and registered shares issued in dematerialized form bearing the PILR
ticker symbol.
Ownership structure of the equity of Pivovarna Laško
Ownership structure of the equity
of Pivovarna Laško, d. d., as at 31 January 2016
2.5%
Heineken International, B. V.
Other minority shareholders
97.5%
of Pivovarna Laško, d. d., as at 31 December 2015
4.7%
17.0%
Raiffeisen Bank International AG (RBI)
Skagen Kon-tiki Verdipapirfond
10.6%
53.4%
Publikum, d. d.
Other legal entities
1.5%
Individuals
5.8%
7.0%
Other foreign individuals
43
of Pivovarna Laško, d. d., as at 31 December 2014
6.4%
23.5%
DUBT, d. d.
19.7%
Kapitalska družba, d. d.
Austrian Anadi Bank AG - fiduciary account
7.1%
Other legal entities
7.0%
29.3%
7.0%
Individuals
Other foreign individuals
Major shareholders of Pivovarna Laško
(at 31 Jan 2016)
number of shares
in %
Šrot Aužner Anica
Atka-Prima, d. o. o.
Šrot Boško
Prezelj Milan Karlo Albin
KTB Ljubljana - v stečaju
Malešič Boris
Kohne Igor
Stein Gertraud
8,530,099
33,499
20,032
9,590
6,787
6,520
6,459
4,702
2,954
2,164
97.513
0.383
0.229
0.110
0.078
0.075
0.074
0.054
0.034
0.025
Total - 10 largest shareholders
Total - all shareholders
8,622,806
124,846
8,747,652
98.573
1.427
100.000
position
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
44
Major shareholders of Pivovarna Laško
(continuation)
(at 31 Dec 2015)
number of shares
in %
Raiffeisen Bank International AG (RBI)
Publikum, d. d.
Zagrebačka banka, d. d. - fiduciary account
ALTA SENIOR, vzajemni sklad prilagodljiv
NLB skladi - Slovenia mixed
Pokojninska družba A, d. d., KS
Siringa, d. o. o.
Kolektor Group, d. o. o.
4,673,941
613,300
507,181
133,436
70,350
58,538
55,396
54,035
50,000
49,168
53.431
7.011
5.798
1.525
0.804
0.669
0.633
0.618
0.572
0.562
6,265,345
2,482,307
8,747,652
71.623
28.377
100.000
number of shares
in %
2,056,738
617,488
613,300
23.512
7.059
7.011
1.
2.
3.
499,286
357,265
293,946
285,463
225,346
161,222
150,432
5.708
4.084
3.360
3.263
2.576
1.843
1.720
4.
5.
6.
7.
8.
9.
10.
5,260,486
3,487,166
8,747,652
60.136
39.864
100.000
(at 31 Dec 2014)
DUBT, d. d.
Kapitalska družba, d. d.
Austrian Anadi Bank AG - fiduciary
account
Alpen.SI, mešani fleksibilni podsklad
SOP Ljubljana
Abanka, d. d.
Banka Koper, d. d.
Zagrebačka banka, d. d. - fiduciary account
Association of Banks, reg. of reservation
with limited guarantee, Bank und
Revisions
position
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
position
45
Ownership structure of the equity of subsidiaries
Biggest shareholders of Pivovarna Union
(at 31 Dec 2015)
Pivovarna Laško
Žnidar Robert
Envestor, d. o. o.
HMR, d. o. o.
Jenfin, d. o. o.
Češnovar Igor
Žnidar Jelka
Pintar Nina
Jenčič Peter
(at 31 Dec 2014)
Pivovarna Laško
May Alexander
Potočnik Marko
Pintar Nina
Molj Bojan
Srakar Drago
Žnidar Robert
Umer Slavko
Laknar Frančiška
number of shares
in %
442,451
2,112
1,368
315
308
295
113
100
69
50
447,181
3,933
451,114
98.080
0.468
0.303
0.070
0.068
0.065
0.025
0.022
0.015
0.011
99.128
0.872
100.000
number of shares
in %
442,443
3,652
306
100
94
72
69
55
40
40
446,871
4,243
451,114
98.078
0.810
0.068
0.022
0.021
0.016
0.015
0.012
0.009
0.009
99.059
0.941
100.000
position
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
position
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Ownership interests in Jadranska pivovara – Split
(at 31 Dec 2015)
number of shares
in %
5,396,932
29,285
5,426,217
99.460
0.540
100.000
position
1.
2.
As at 31 December 2015, the ownership stake of the parent company Pivovarna Laško and
of other minority shareholders in Jadranska pivovara – Split is the same as on the last day
in 2014.
46
Ownership interests in Vital Mestinje
(at 31 Dec 2015)
in %
Other shareholders
96.920
3.080
100.000
position
1.
2.
As at 31 December 2015, the ownership stake of the parent company Pivovarna Laško and
of other minority shareholders in Vital Mestinje remains unchanged compared to the
previous year.
Balance of shares and stakes of the Management Board members of Pivovarna Laško
in the Company's equity as at
(at 31 Dec 2015)
Membership
No. of shares
Participation in %
Dušan Zorko
Mirjam Hočevar
Chairman of the MB
Deputy Chairperson
of the MB
Member of the MB
Member of the MB
3,066
2,279
0.0350
0.0261
2,282
2,766
10,393
0.0261
0.0316
0.1188
Marjeta Zevnik
Matej Oset
Total
The other members of the Management Board were not holders of PILR (Pivovarna Laško)
shares as at 31 December 2015.
As at 31 January 2016, none of the members of the Management Board held PILR shares,
as all of them accepted the takeover bid of Heineken International B. V., Amsterdam.
Balance of shares and stakes of the Supervisory Board members of Pivovarna Laško
in the Company's equity as at
(at 31 Dec 2015)
Dragica Čepin
Total
Membership
Deputy Chairperson
of the SB
No. of shares
Participation in %
3,466
3,466
0.0396
0.0396
The other members of the Supervisory Board were not holders of PILR (Pivovarna Laško)
shares as at 31 December 2015.
As at 31 January 2016, none of the Members of the Supervisory Board held PILR shares,
as the last Member of the Supervisory Board who held PILR shares accepted the takeover
bid of Heineken International B. V., Amsterdam.
47
Increase in the share capital
The General Meeting of the Company did not take any decisions regarding the increase
in share capital through monetary contributions or contributions in kind in 2015.
Authorised and conditional capital
The General Meeting of the Company did not take any decisions regarding the conditional
increase in share capital or regarding authorised capital in 2015.
2.4.3 SHARES
The shares of Pivovarna Laško with the PILR ticker symbol have been quoted on the
regulated securities market of the Ljubljana Stock Exchange since 1 February 2000 as
ordinary shares. As of 31 December 2015, the share capital of the Company amounts to
EUR 36,503,305 and is divided into 8,747,652 no par-value shares.
8,747,652 shares bearing the PILR symbol were registered in the central register of the
Central Securities Clearing Corporation (KDD) in Ljubljana as at 31 December 2015.
As at 8 June 2015, of all 8,747,652 Pivovarna Laško shares registered in the central registry
of securities (KDD), 136,171 were PILH shares managed by the company D.S.U., Ljubljana.
Before they were sold by D.S.U., these PILH shares were converted into PILR shares at
the request of D.S.U.
More information on PILH shares is given in Chapter 2.12.1 EVENTS DURING THE
REPORTING PERIOD, under point 10, in the 2015 Annual Report.
Book value and market value of the share
The audited book value of a PILR share according to the IFRS as of 31 December 2015
amounted to EUR 8.63. The market value of one share at the end of 2015 amounted to
EUR 25.30, and is 193.2% higher than its book value. Each share gives its owner a voting
right at the annual General Meeting of Shareholders and participation in profits.
Average market value of PILR shares
in 2015
30
in EUR
24
18
12
6
0
Jan
Feb Mar Apr May Jun
Jul
Aug Sep
Oct Nov Dec
48
2.4.4 FINANCIAL CALENDAR FOR 2016
General Meetings of Shareholders
The General Meetings of Shareholders are
expected to take place in April and June 2016.
Dividend entitlement
If the General Meeting decides to distribute
dividends, the shareholders who have
been entered into the Central Securities
Depository maintained by the KDD
on the reporting date determined in the
decision on the use of net profit, will be entitled to
dividends.
Dividend payment
No later than 60 days after adoption of the
resolution to pay out the dividends.
ANNUAL REPORT
The Company should publish the Annual Report within four months at the latest
following the conclusion of the financial year, namely by 30 April.
HALF-YEARLY REPORT
The Company should publish a half-yearly report for the first six months of the financial
year as soon as possible and no later than two months following the end of this period,
namely by 31 August.
OTHER QUARTERLY REPORTING
The Company should also publish quarterly reports on the first three and nine months of
operations (quarterly reporting). The quarterly report or summary thereof is to be
published no later than two months following the end of the accounting period (31 May
and 30 November).
49
2.5 Sales, Marketing and Development
THE LAŠKO GROUP CONTINUES TO OPTIMIZE THE SALES PORTFOLIO, WHICH
ALSO INCLUDES DISCONTINUING SALES OF PRODUCTS THAT ARE NOT
SUFFICIENTLY PROFITABLE.
2.5.1
SALES OF THE LAŠKO GROUP
Retailers in the entire Central and Eastern Europe continue to fight to attract consumers,
which is reflected in a true price war. In individual segments, up to 70% of all products
are sold as part of promotions. Payment indiscipline remains a serious issue; retailers are
reducing the number of different products offered and are above all maintaining lower
inventory levels, while more and more products are sold in various promotions.
The economic situation in the region remains unstable. Consumers have permanently
changed their purchasing habits towards more prudent and smaller purchases. Changes
in the consumption structure continue and reveal a growth in the discount supermarket
segment and customer inclination towards supermarket brands.
In 2015, the Laško Group (Pivovarna Laško, Pivovarna Union and Vital Mestinje) sold
2,526,738 hectolitres of all beverages, which is 0.7% below the plan. In the beer segment
the growth of supermarket brands continues. The Laško Group continues to optimize the
sales portfolio, which also includes discontinuing sales of products that are not sufficiently
profitable.
The Laško Group sales data includes sales of Pivovarna Laško, Pivovarna Union and Vital
Mestinje. Radenska was sold in March 2015 and in addition, this year Birra Peja is no
longer part of the Laško Group as it was sold in July 2014.
Quantitative sales of the Laško Group
on the domestic market and on markets outside Slovenia
(in hl)
Beer
Water
Soft beverages
Total
Sales in 2015
Index
2015/2014
Index
2015/2015 plan
2,006,006
199,877
320,855
2,526,738
96.0
105.2
81.9
94.6
97.4
109.4
106.6
99.3
Note: The table shows the consolidated quantities of beer, which consider the difference between the keg
sales of both breweries and the bottle sales filled by Laško Grupa Croatia from the same kegs.
Sales of beer are down 4% compared to the same period in 2014 and are 2.6% below the
plan. Lower sales were recorded mainly due to the termination of bottling supermarket
brands for foreign markets. The sales of soft drinks decreased by 18.1% compared to the
same period in 2014 and is 6.6% above the plan. The decrease is mainly due to the partial
transfer of Multi Sola production to foreign markets. The sales of water (spring water and
flavoured waters) increased by 5.2% compared to the same period in 2014 and are 9.4%
above the plan.
50
2.5.2 MARKETING AND DEVELOPMENT
BEER
Laško
In 2015, we implemented the planned marketing activities (production of creative ATL
solutions, media purchasing and accompanying BTL activities), especially for the Laško
Zlatorog umbrella brand, as well as other brands in the Pivovarna Laško portfolio - the
Laško Special range of craft beers, Laško Malt, other beer product activities and activities
related to the Oda spring water. The marketing communication of individual brands was
accompanied by activation promotions organised at numerous individual retailers and
caterers (design of POS materials, advertisements, campaign materials and equipment of
sales outlets).
In 2015, Pivovarna Laško celebrates 190 years of its existence, which we marked with an
umbrella campaign and the supporting slogan "Ostani ponosen" (stay proud) with Boris
Cavazza in the main role. We prepared a wide range of campaigns for a variety of media
channels, focussing on TV advertising and OOH campaigns. The campaign was given
especially strong support in the digital environment. The campaign was adapted and aired
also on the Croatian market and in the market of Bosnia and Herzegovina.
To mark the 190th anniversary, at the product level we launched on the market two cans
with "retro" motifs which underscored our anniversary and tradition.
In Italy, in May and June we organised the "Spirito Creativo" campaign (on billboards and
radio). Some communication activities were focused on advertising the "Pivo in cvetje"
(Beer and Flowers) Festival, since thanks to this event, many Italian tourists who enjoy
Laško beer visit Laško each year.
Major sporting events include the European Basketball Championship, part of which took
place in Croatia, where Laško beer directs all its efforts in raising its market share. The
Laško Group signed a sponsorship contract with the Croatian national team, while Laško
beer was the official beer of the championship in Croatia. As part of activation of
sponsorship contributions we launched a Laško Zlatorog can with a basketball motif, and
in addition to the parent Laško ATL campaign, communications were adapted to the
Basketball Championship. ATL and BTL activities (at points of sale, especially in retail)
were well-designed and excellently carried out.
Laško Special continues to strengthen its position in the "craft beer" segment.
Communications were aimed at specialized print and online media, where we are
reaching specific target groups suitable for such products. We are also focussing our
attention to sales promotion in the trade and hospitality areas, by organizing promotional
events using specially adapted equipment. These events, which are run by our
ambassadors, the Laško brewers, the protectors of traditional brewing methods, have
received an enthusiastic response from the public.
At the beginning of the year, we introduced the new Laško Special Cherry & Chestnut
product on the market; this product is creating new trends and thus occupies a silver box
in the "New Tradition" Special product line. In spring, the new trendsetter Laško Special
51
Buckwheat was placed on the market, which is special precisely because of the use of a
new raw material, namely native Slovenian Tartary buckwheat.
In September, a dark strong beer with 11% alcohol was placed on the market under the
recreated historic brand Krpan, which today occupies its own place in the Laško Special
line on the red field, which is the one that draws inspiration from tradition and history.
The launch of these products will be supported with a minimum lease of OOH media.
During the year, the Laško Malt apple flavour, as the weakest product in this particular
range, was replaced with a new pear and mint flavour. In the broader media mix, Laško
Malt was advertised through an adapted ATL campaign from 2014, and in addition we
organized a prize competition on the package, which proved to be rather successful.
Among the interesting and very effective ATL activities relating to Malt we should, in
addition to the "0.0 šofer" campaign, also mention a series of short viral films "Mikić
osvaja Slovenijo" which surpassed all our expectations as the series of five episodes
attracted 800,000 Facebook users. The total number of impressions thus reached nearly
3 million users of the Facebook social network. The Malt ATL communication was also
carried out in Bosnia and Herzegovina.
Today, the largest hiking project in Slovenia, which has attracted to the mountains almost
30,000 hikers, is hailed as one of the largest socially responsible campaigns on the
Slovenian soil, supported by the Alpine Association of Slovenia. The Goldenhorn family
has almost 30 members, clubs and mountain lodges. The ambitious goals that we have
set ourselves in the first year of the campaign have proved to be increasingly more fruitful.
Many mountaineers, hikers and recreational walkers, families, young and old, lovers of
the Slovenian mountain treasures gathered at the Goldenhorn events. Despite the fact that
due to bad weather conditions one of the events had to be cancelled, the average visit to
the event was as much as 25% higher than last year. This increase in the number of
participants is mainly due to substantive upgrading of the project at the locations
themselves.
Marketing communication was specifically adapted for the "Gremo v hribe" campaign
with a minimum media exposure, local exposure of each event on OOH, and supported
by strong online communication and a minimum lease of printed media. In addition to
all these activities, during the year we also worked on socially responsible contents for our
Oda brand. These took the form of workshops and children's corners at events such as
"Gremo v hribe" (Let's go to the mountains), where the friendly owl Metoda invited
children to try their hands at various forms of applied arts and educational contents
relating to nature and the environment. The workshops were very well-attended and this
confirmed our expectations that a substantive upgrade of the events will contribute to
increased visits.
The "Pivo in Cvetje festival" celebrated its 51st anniversary in 2015, marking more than
half a century of tradition.
This is one of the most attended tourism, entertainment and cultural events in Slovenia,
attracting over the four days of the event more than 100,000 visitors to the small town of
Laško, which has only about 5,000 inhabitants. In 2015, we counted more than 135,000
visitors. The festival is of paramount importance, not only for Laško, as a tourist
destination and its population, but also for the strength and reputation of the Laško brand
52
and other Laško brewery brands, which are in many different ways and with different
mechanisms involved in the festival program and its promotion. For many years the
Festival has undoubtedly been the most important and most striking annual marketing
campaign run by Pivovarna Laško as it maximizes promotional effects at the corporate
level as well as their combined brands. From this perspective the Festival remains a
unique Slovenian project.
The results of measuring the effectiveness of individual communications campaigns
indicate a more efficient allocation of resources since our communications have been
assessed as appealing, easy to understand and have recorded excellent results.
In terms of development, in the first half of the year we launched a new product on the
market, a can of Export Pils with 4.5% alcohol, in response to growing price pressures and
fragmented consumption in the low-cost segment of beer. Our range of products was
enriched with a half-litre can of Laško Dark with additional packaging as a clear response
to the growing segment of consumers who prefer dark beer.
Currently, in the Laško Malt line, we are entering the final stage of the development of a
new flavour, scheduled to be put on the market in 2016, and in addition, a new product in
the Special line is also in the final development stage.
Union
In 2015, Pivovarna Union continued with its communication strategy that has run over
the past few years, and which has seen upgrades of the brand's underlying communication
elements. The core of the campaign is the catchphrase "connecting", bringing together
"former classmates, enthusiastic spectators of sports both at home and in the bar, coworkers and future white collar workers". We prepared two new TV advertisements for
the Union beer and Union light non-alcoholic beer, and adapted last year's TV
advertisement and a series of new BB and print advertisements. In addition, the façade of
Pivovarna Union was covered with new creative ads. In the second half of the year we
began our communication materials by introducing the "drink responsibly" logo.
In addition to the redesign of the Union Radler brand, we organized a prize game,
revamped the website, and in particular promoted new modern means of communication
which will help us attract younger target populations. In addition to PR activities aimed at
raising awareness especially of the younger population of the need for the more
responsible and moderate drinking of alcohol, we also ran a series of TV advertisements
and citylight advertisements. We organised the "Pij drugače" competition aimed at young
photographers, which was conducted by renowned photographer Cheryl Dunn. The best
photos were exhibited in the Gallery of Photography at the Levstik Square in Ljubljana,
where we chose the overall winner whose photos can be used in this year's communication
campaign.
At the end of the year, we decided to withdraw the worst-selling Union Radler product
(apricot). We again switched to 0.5 l returnable packaging for the Lemon-elderflower
flavour.
In the "unforgettable" product group, we prepared starting points for the redesign and
continuation of the strategy. To this end, we prepared a new design and a set of interesting
53
beers, which we finally decided not to present to the market just yet. The products Union
Triglav, Ležak and Bok, which were primarily launched in celebration of the 150th
anniversary of the brewery, we withdrawn from the shelves at the end of 2015.
In the autumn, the portfolio optimization project began with the withdrawal of products
and brands that do not achieve the desired gross margins or sufficient sales volumes. By
the end of 2015, we mainly withdrew products which are considered to have little potential
in 2016.
NON-ALCOHOLIC BEVERAGES
Sola
The Sola brand speaks to young people in the years when they are still forming their social
identity. Movement and socializing are particularly important components in this period,
as it is difficult to motivate teenagers to move from the couch or away from their screens.
We want to encourage young people to spend their leisure time actively and let them know
that they can be active anywhere, anytime. Therefore, our campaign for the Sola brand
was named "Sola Aktivejšn generejšn" and focused on an active adolescence. The
campaign was set in motion in March. Prior to the launch of the Sola ATL campaign, a
campaign for movement was launched on the Facebook social network using the
#aktivejšngenerejšn hashtag. As part of the campaign, we also arranged areas intended
for the recreation of young people. We held our promise to arrange a recreation area where
young people can socialize and have fun outdoors in front of the Urban Roof centre in
Šiška, Ljubljana. As part of the campaign, a number of promotions were held, specifically
focusing on our most successful Sola flavours: Multi Sola and Sola Ice Tea. We marked
the end of the summer by our cooperation with Goran Dragič in his basketball camp,
which was held for young basketball players at Rogla. We provided refreshments for all
the participants in the camp.
In cooperation with the Hockey Association of Slovenia, we devised the "Zadeni kot ris"
prize competition in the Tuš shopping centres in support of the Sola Isošport brand.
Sola Limonada was put in the limelight on a POP TV show. The show had very good
ratings, and our product had great exposure in the show. This year's sales figures show
that Sola Limonada continues to be a very popular refreshment during the hot summer
days.
In the summer months we held a presentation of the new Sola Hey blueberry & grape
fruit drink. This new product represents the widening the range of Sola fruit juice drinks.
The new Sola Hey was promoted at numerous tastings. In June, we also carried out a BB
campaign, a prize competition and ran radio advertisements, as well as a large number of
tastings at the coast where the new drink was tasted by our target group. In late August,
the new Sola Hey was launched also at the Panč festival. Panč is a stand-up festival held
at the Ljubljana Castle and we have been taking part at the festival for many years. We
organized a promotion of the Sola Hey blueberry & grape flavour and made the whole
event even more exciting through the attendance of our ambassadors and the presentation
of the Sola "Aktivejšn generejšn" movement.
54
At the beginning of the new school year, we introduced slightly redesigned labels for Sola
Ice Tea Sola. These activities continued with increased sales promotion activities of the
Sola ice tea brand in stores.
The Sola brand, and especially the ice teas, saw strong sales in 2015, which indicates an
increased market share and increase in brand popularity.
On export markets, the Sola brand finished the year very successfully, especially in the
market of Kosovo. In all markets where Sola is sold, we organised a number of sales promotional activities focusing on the Multi Sola and Sola Ice Tea brands.
In the Serbian market, we continued the Sola Aktivejšn generejšn campaign, which we
started in Slovenia. In terms of communication, we had BB posters and harnessed the
power of the Facebook social media network.
We launched a promotional Multi Sola duo pack with an attractive gift especially for the
market of Bosnia and Herzegovina. We used our line for the packaging of small batches
in preparing the duo pack promotion. The campaign was very successful, as the stock was
exhausted prior to the scheduled completion of the campaign.
In the market of Kosovo, we focused on purchasing shelves at the top 170 retail points
(representing an increase of 40% compared to last year). We launched a large BB
campaign with a view of consolidating the visibility of the Sola brand, a radio campaign
for schoolchildren and advertised on digital channels.
WATER
Zala
This year, for the Zala brand, we focused on three sponsorship areas: in the winter, we
supported women's ski jumping in Ljubno; throughout the year, we successfully worked
with the Tennis Association of Slovenia, where we strengthened our cooperation through
Zala youth tournaments and thus brought the brand closer to the younger sports
population. The most successful project under Zala sponsorship was this year's 20th
Ljubljana Marathon, where we prepared a major project along the route together with the
fans. The #Zalaton project won us the recognition of the marketing profession at the
Sporto conference.
During peak season, we carried out sales promotion activities at points of sale. Once again,
during peak season, we advertised on giga billboards along the highway, as such
advertisements achieve good visibility. On social networks, we refreshed our
communication strategy and focused on a younger audience. In the last quarter, we
prepared a new communication strategy for the Zala brand as the brand needs refreshing
and a stronger market position. Although it is still the leading brand in the segment of
non-carbonated water, the brand needs refreshing after 20 years of existence.
Oda
Oda spring water successfully maintains the continuity of very pure and clear
communication tones, with an additional upgrade of its communication, with particular
focus on an active and healthy lifestyle. An ATL communication campaign with BTL
55
support was carried out. Promotion in the media was comprised of: TV, OOH, print and
the Internet, all of which was supported by communication on social networks. The
contents were upgraded with a series of video tutorials lead by recognized fitness
instructors. These tutorials are devised to advise consumers on how to avoid stress,
tension or simply maintain good physical condition, which is the basis for good quality of
life. In May and June, we organized a prize competition which received an enthusiastic
response from consumers and digital channel users.
We also developed a platform for contents of a socially responsible nature, interesting
topics for the target group of children and their parents, raising awareness of
environmental issues and finding solutions for the important and urgent need for
coexistence of man and nature, in line with our sustainability commitments. For the sixth
consecutive year we ran the socially responsible campaign "Gremo v hribe" as part of the
Goldenhorn's hiking path of pride.
Za
We aim to build the ZA brand together with adolescents, since flavoured water is still their
favourite drink and still maintains its leading market position. Throughout the year, we
organised smaller projects involving young people in building the brand together with us.
ZA beverages are youthful and fun and maintain the position of a popular brand among
young people also on social networks. We ensure that our posts are authentic, we are
always for and never against, and we follow the trends. We support change and positive
stories. This year we have teamed up with young people to under one roof bring together
young Slovenian entrepreneurs, promote Slovenian micro-industry and provide young
creatives with the shortest path from idea to product sales. Through our projects, young
people battled for their friends rather than for themselves, which added value to the band's
story. During peak season we focused on sales promotion activities at points of sale and
provided support to the sales team with various materials.
Nula
In cooperation with R&D we continued the project of developing flavoured water with no
sugar. The new flavour drink with no sugar or sweeteners will be sold under the NULA
brand and is the solution proposed by the entire Laško Group to the issue of health
concerns concerning sugar and the relating negative publicity. The trial period that ended
in 2014 has proven to be very effective, and consumers responded well to the new drink.
In March, we developed the new grapefruit flavours, which customers received very well.
Our initiative and concern for the health of consumers was also recognized by the Ministry
of Health and the Institute of Nutrition, which granted us the Innovation of the Year seal.
The Nula drink is aimed at consumers who are looking for something other than just
water and are conscious of their sugar intake. It is also intended for those who should not
consume sweet drinks, such as children and diabetics. The Nula brand strategy is to build
every project together with consumers and to develop new tastes together with consumers,
as this approach has proven very successful in our target group. In communications
terms, it was supported by a mini website and social network IG, which recorded excellent
results. The market reactions are very positive and above expectations and the sales results
are good, as Nula has in just one year become the third bestselling flavoured water on the
Slovenian market.
56
Development
Laško
In 2015 we continued developing the new range of craft beers under the Laško Special
label. The first three representatives of the range (Golding, Striptis, Citra Lager 01) were
joined by Sour cherry & Chestnut 02, Buckwheat 03 and by the sixth craft beer at the end
of the year - Krpan with 11.0% alcohol.
In the segment of our own beer brands, in the spring we launched Laško Dark with 5.9%
alcohol in 0.5 litre cans and the 10-litre Coolkeg Laško draft. To mark the 190th
anniversary, we launched a special promotional packaging of 6 cans in cardboard boxes
with CDs enclosed (Šank Rock). For the Eurobasket Championship in Croatia we
launched a special filling of Laško Zlatorog in 0.5 litre cans.
This year, in the segment of supermarket brands, we introduced only one new product Kplus with 4% alcohol, 1/4.
In the segment of Malt beverages, we launched a new product on the market early in the
year - Laško Malt pear and mint, which is bottled in a non-returnable 0.33 litre bottle and
0.5 litre can (in both regular packaging and a special competition packaging). This product
replaced the Laško Malt apple flavour on the shelves.
In the water segment, we launched a special summer and autumn edition of the Oda water
(0.5 and 1.5 litre bottles). We held a series of lectures entitled Plastenkina zgodba (the
Bottle's story).
We finally discontinued the Bandidos and Laško Radler brand and generally spent a lot of
time on discontinued products.
In the field of packaging, in addition to optimization, we introduced a new type of
packaging - a 30 litre PET barrel. This product has not yet been launched on the market.
In the last quarter of 2015, we conducted two lectures on the topic of packaging at two
different European conferences (Canadian Beverage Packaging, Brussels and PIP,
Munich), with the aim of increasing the visibility of the Laško Group in central Europe
and to present to the wider public our goals and achievements in the field of packaging,
packaging processes and sustainable development.
The project of merging the Pivovarna Laško and Pivovarna Union assembly lines and the
unfiltered beer project are two pending development projects worth mentioning.
Union
For the pub we prepared a new type of beer for the "brewer's selection" - "Peti kralj", which
was replaced in May by "XI", followed by "Pikova dama" and "True la IPA". In addition,
we started filling Union unfiltered beer in 5 and 10 litre kegs. We also developed the
"Hokejist" beer for the pub ("Pivnica").
In the segment of waters without any added sugar or sweeteners, we began bottling Nula
raspberry in 1.5 litre bottles. We have also launched the Nula grapefruit flavour in 0.5 and
1.5 litre bottles.
57
We developed and, after industrial tests, launched a new flavour of Sola Hey fruit drinks
(blueberry and grape) in 0.5 and 1.5 litre PET bottles. We redesigned the labels and cans
for the Sola peach and cranberry ice teas. We emphasized the fruit and adapted the recipe
with the addition of juice.
2.5.3
SALES OF THE LAŠKO GROUP ON THE DOMESTIC MARKET
Sales
In our sales and marketing activities we focus on products and promotions that to the
greatest possible degree satisfy the needs of an individual retailer's customer in each
individual channel. Sales activities are focused on retaining our market shares in
individual beverage categories on the domestic market, improving our brands' positions,
brand communications and visibility at points of sale, and reaching the sales goals and
profitability of our brands.
We defined micro-locations at various frequented zones, thus influencing consumers to
make impulse purchases as part of our regular monthly activities conducted with
individual retailers. We drafted standards of labelling products on both regular shelves
and secondary positions with the aim of improving customer perception of our brands.
We upgraded our POS material communications; the clear message now allows us to
enhance our customers' awareness of our brands and encourage them to purchase our
products. In our activities we focused on price promotions and added value for our
customers, as well as activities focused on certain occasions, such as picnics, hydration,
light meals and socialising.
In the HoReCa channel we have focused on the excellence of the various parameters:
excellent service, visibility at points of sale, active sales promotions and ensuring the
satisfaction of our final customers, while package sales, brand activation and activation in
accordance with key projects are conducted in parallel. Our upgraded standards of
participating and enhancing sales at events are also an important factor in these activities.
Retail market and hospitality market shares
In the retail market in 2015 in Slovenia, consumption growth in the category of beer and
water was comparable to that in the same period of last year. The volumes of beer sold
grew by 2.3 percentage points (hereinafter pp), sales of water recorded a growth of 5.1 pp,
while the iced tea market fell by 14.2 pp and the market of fruit beverages by 1.3 pp (Source:
Nielsen, YTD December 2015).
The quantitative market share of Laško Group beer in retail is 53.3%; of that figure, the
market share of Pivovarna Laško is 28.8% and that of Pivovarna Union 24.5%. The
Group's market share fell by 1.1 percentage points, mainly due to the growth of
supermarket brands (both traditional and discount supermarkets, market share = 38.8%)
and the Staropramen brand with a market share of 3.0% (Source: Nielsen, YTD December
2015).
The retail structure of water is as follows: carbonated (mineral) waters 61.4%, still (noncarbonated) waters 24.6%, followed by flavoured still waters (13.0%) and flavoured
carbonated waters (1.0%). The market share of leading water brands in retail is as follows:
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Radenska 39.7%, Kolinska 15.9%, Pivovarna Union 11.1%, Pivovarna Laško 2.0% (Nielsen,
YTD December 2015, not considering discount stores). In the group of iced teas, the Sola
brand still maintains its leading position (49.4%), while the market share of Frupi (Vital)
stood at 2.4% (Nielsen, November 2015). Fructal has the leading position in the group of
fruit drinks (46.8%), followed by Pivovarna Union (15.9%) (Nielsen, November 2015).
In the HORECA segment, Pivovarna Laško and Pivovarna Union have retained their
position as the leading beer producers on the domestic market. The combined market
shares of Pivovarna Union and Pivovarna Laško are over 90%. The distribution index of
both leading producers Pivovarna Laško and Pivovarna Union is also very high, exceeding
98% regardless of the price position of the bar in question. Radenska has the leading
position among water in the HoReCa channel with a market share of 57.9%, followed by
Pivovarna Union with a market share of 24.0%, Dana with 7.4% and Pivovarna Laško with
4.4% (GFK, September 2015).
The sales of the Laško Group on the domestic market are up 1.4% compared to the same
period of 2014 and up 3.9% on the plan. Beer is the most important segment, of which we
sold 1.5% more than in the same period of 2014, which is 2.8% above the plan.
on the domestic market
(in hl)
Beer
Water
Soft beverages
Total
Sales in 2015
Index
2015/2014
Index
2015/2015 plan
1,286,829
198,895
229,494
1,715,218
101.5
105.4
98.0
101.4
102.8
110.0
104.8
103.9
Pivovarna Laško
The sales of Pivovarna Laško on the domestic market are up 3.4% compared to the same
period of 2014 and up 4.6% on the plan. Beer is the most important segment, of which
we sold 3% more than in the same period of 2014, which is 4.5% above the plan.
The sales of Pivovarna Union on the domestic market are up 1% compared to the same
period of 2014 and up 4.3% on the plan. Beer sales were 0.2% above the same period of
2014, which is 1.4% above the plan. Soft drinks sales were 2% above the same period of
2014, which is 12.9% above the plan.
Vital Mestinje
The sales of Vital on the domestic market are down 6.4% compared to the first three
months of last year and down 3.4% on the plan.
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2.5.4 SALES OF THE LAŠKO GROUP ON FOREIGN MARKETS
Laško Group sales on foreign markets in 2015 amounted to 811,520 hl of all beverages,
which is 17.1% less than in 2014 or 9.1% below the plan. The Group sold most beer on
foreign markets, down 12.3% compared to the last year's sales and 11.0% below the plan.
We sold 27.0% less water than last year and 46.8% less than planned. Due to the transfer
of the production of Multi Sola under licence to Kosovo that took place in February 2015,
sales of non-alcoholic beverages recorded a drop of 42.0% compared to last year and are
up 11.2% on the plan.
on markets outside Slovenia
(in hl)
Beer
Water
Soft beverages
Total
Sales in 2015
Index
2015/2014
Index
2015/2015 plan
719,177
982
91,361
811,520
87.7
73.0
58.0
82.9
89.0
53.2
111.2
90.9
Despite the fact that the Laško Group sold its subsidiary Birra Peja, Sh. a., Peć in 2014, the
latter in 2015 still manufactured in Kosovo under license Sola iced tea peach and Multi
Sola fruit drink for the markets of Kosovo, Macedonia, Montenegro and Albania (a total
of 156,763 hl in 2015, which is 159.2% more than in 2014). Until July 2015, it also produced
small amounts of Laško Zlatorog beer for the markets of Kosovo, Macedonia and
Montenegro (a total of 6,035 hl in 2015, 74.3% less than in 2014). In 2015, we transferred
the production of Laško Zlatorog beer for the markets of Kosovo, Macedonia and
Montenegro back to Pivovarna Laško. In t2015, Birra Peja sold a total 162,799 hectolitres
of non-alcoholic beverages and beer produced under licence (up 93.9% compared to 2014).
In the key market of Kosovo, the Laško Group established its own company Laško Grupa
Kosovo, Sh. p. k., Peja in August 2014, aiming to accelerate the sales of the Laško Group
brand products after Birra Peja Sh. a. left the Pivovarna Laško Group.
The growth of sales on our key market of Italy was the result of our active cooperation with
importers, our enhanced presence in supermarkets and discount supermarkets, as well as
greater investments in brand marketing, advertising and sales promotions. We enhanced
the recognition of our beer brands through our active participation at large events in the
south-east of Italy, such as Festival Show, Barcolana and Gusti di Frontiere. On the
Croatian markets, adequate support activities focused on the largest customers and at
promoting our products (campaigns, publications in catalogues and leaflets, palette
exposure). Increased sales of Sola soft drinks in Kosovo is the result of our systematic
policy of purchasing shelves at all points of sale, direct marketing at the shelf itself and
billboard advertising, radio advertising and online marketing activities.
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We offered the market of Bosnia and Herzegovina a range of beer in 2-litre plastic bottles,
thus listening to our customers' wishes and we also expanded the range of other beers
offered. We were also present at the Sarajevo Film Festival and conducted horeca activities.
In addition to selling Laško Group products, in 2015, we filled Bavaria beer in 0.5 litre and
0.25 litre returnable bottles and kegs.
Pivovarna Laško
The sales of Pivovarna Laško on foreign markets fell by 12.9% compared to 2014 and were
15.5% below the plan. Beer is the most important sales segment, while malt drinks have a
smaller share (0.7%).
Sales of finished products in the key markets of Kosovo, Macedonia, Montenegro and
other markets combined are greater than last year and better than planned. On the key
market of Croatia, Pivovarna Laško exceeded last year's results, but did not achieve the
plan. In the key markets of Bosnia and Herzegovina, Italy, Austria and Hungary,
Pivovarna Laško failed to achieve last year's results or the plan.
Pivovarna Union
The sales of Pivovarna Laško on foreign markets increased by 21.1% compared to last year
but were 2.2% lower than planned. The sales of beer dropped by 11.5% compared to last
year, down 4.5% on the plan. Due to the transfer of the production of Multi Sola in Kosovo
under license, sales of soft drinks are 44.3% less than last year, but up 8.7% on the plan.
The sales of water dropped by 26.3% compared to last year, down 46.4% on the plan.
Sales of finished products in key markets of Italy and Kosovo have exceeded the plan, but
did not reach last year's figures. Sales in the key markets of Bosnia and Herzegovina and
Austria are higher than in the previous year, but did not reach the plan. On the markets
of Croatia, Hungary and Macedonia, Pivovarna Union failed to achieve last year's results
or the plan, while sales of finished products on other markets combined are greater than
last year's sales and also greater than planned.
Vital Mestinje
On foreign markets, Vital sells small amounts of syrups, which account for a 57.6%
growth in sales compared to the same period last year, up 69.7% on the plan. Vital exports
products to Italy, Bosnia & Herzegovina and Croatia.
2.6 Procurement
GOOD AND SOUND RELATIONS AMONG BREWERIES IN THE GROUP, A COMMON
AND UNIFIED APPROACH AND CONSTANT COMMUNICATION WITH OUR
SUPPLIERS REPRESENT THE PATH WE PLAN TO CONTINUE TO FOLLOW IN 2016.
In 2015, we continued to work synergistically and coordinated within the Group in terms
of purchasing. Good and sound relations among Group companies, a joint and unified
approach and ongoing communication represent the path we intend to nurture and
continue to follow. The centralization of all flows of the purchasing function, the merger
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of the two breweries into a single company and its inclusion into the procurement flows
of the new majority owner will have further positive effects on the purchasing function.
In 2015, many activities of the procurement function were related to the sale of the Laško
Group to a strategic partner. We prepared a series of documents and reports for the due
diligence and participated in meetings related to these reviews.
Sugar is a very important raw material. We have procured sugar for the third year in a row
through a procurement consortium headed by Mercator. The aim of the consortium is for
all large industrial users of sugar to take a unified approach to suppliers and agree the
lowest possible purchase price. Since the 2014 campaign was sufficient in terms of
quantities, there were no disturbances in sugar supplies in 2015. The quality matched the
agreed quality. In terms of quantity, the largest supplier of sugar in the campaign to
Pivovarna Union through Mercator was Pfeifer in Langen, Ormož, which was both
affordable and the best option in terms of logistics. We also worked with Agrana and
Povazská Zucker. On 1 January 2017, we still expect the market for sugar in the EU to
change and of production and export quotas to be abandoned.
World trends in the PET granulate market remained relatively stable in 2015 compared to
previous years. Although growth was seen in the summer season, at the end of the year,
the PCI index once again fell below EUR 1,000 per tonne. PCI movements in 2015 were
more favourable than in the previous year, as were the prices of preforms.
The 2016 forecasts are more favourable; as lower prices of raw materials are expected on
the global market. However, agriculture is highly weather-dependent.
In terms of cost, cans are the most burdensome packaging. In early 2014, we managed to
slightly reduce the prices agreed with suppliers by signing a two-year cooperation contract.
The costs of processing cans for use in the food industry are growing, as are the prices of
premium aluminium. However, we succeeded in curbing such growth with the relevant
contracts and did not accept any price increase for 2015. The many different designs,
diversification of raw materials and the dynamic planning of sales all represent challenges
to the purchasing function. Improved planning in 2016 will result in timely deliveries, as
in this segment we face the political risk of movement of goods across the borders of
Serbia and Croatia and Croatia and Slovenia.
Fluctuations were also recorded in the purchase of film and caps, which were coordinated
according to the ICES or Plats index. Film costs are increasing due to the increase in the
percentage of printed foils which are ordered in relatively small and therefore expensive
batches.
Despite fluctuations in the prices of basic materials, which is also reflected through Euwid
reports, prices of cartons were stable. Consolidation of the ownership of cardboard
packaging manufacturers in the Slovenian area has occurred. Price savings were sought
in different qualities of cardboard material for supermarket brands and our own brands.
The prices of labels, bottles, glue, chemicals and other strategic materials were agreed in
contracts and stable and at the annual level there were no increases compared to the
previous year.
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In 2015, we continued to make use of the beneficial situation on the energy market
(electricity, gas).
Due to the somewhat improved financial condition of the companies and the arrival of the
new important strategic partner, supplier confidence in us has increased. We still
regularly coordinated our obligations and ensured proper communication on the stability
of operations and compliance with payment arrangements, and we managed to keep the
long payment terms agreed with the vast majority of suppliers.
In 2015, we continued to operate in accordance with ISO 9001, ISO 14001 and IFS. We
passed all assessments.
In accordance with the adopted internal bylaws, in 2015 we recorded some complaints
which were resolved in agreement with our suppliers and thus did not result in any
production fallout.
With regard to the activities to preserve a human-friendly environment, we will make
significant efforts to use ecologically suitable materials which preserve the natural
environment. In the procurement processes this predominantly involves handling various
types of packaging comprised of a variety of materials and the collection and recycling
thereof. Priority must be given to the use of lighter packaging, the use of all types of
packaging with the addition of recycled materials and similar. Raising environmental
awareness is a constituent part of our operations.
On 15 October 2015, Heineken entered the Laško Group's operations and in terms of
procurement, this means co-operation of the local procurement function with Heineken
Global Procurement (hereinafter HGP). Already in the first month, we held workshops
for cooperation with HGP for the largest procurement categories (malt, barley, cans,
crown caps and bottles) and tapped into HGP's global contracts with a view of obtaining
the best purchase prices.
We started the process of harmonization of the list of suppliers, reviewing the quality
standards, obtaining statements from suppliers on respecting Heineken's Supplier Code
of Conduct and regulating all other procedures and documentation provided by HGP in
all companies owned by Heineken.
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2.7 Quality and standards
SINCE OCTOBER 2015, PIVOVARNA LAŠKO IS ALSO CERTIFIED AGAINST THE IFS
STANDARD. AS A RESULT, THE BREWERIES AT BOTH LOCATIONS OPERATE IN
ACCORDANCE WITH THE ISO 9001, 14001 AND IFS STANDARDS, WHICH IS ALSO
ONE OF THE REQUIREMENTS OF THE NEW OWNER.
An internal quality and safety assessment was carried out in 2015 in all Laško Group
companies in accordance with the legislation in force and with our internal by-laws. Any
non-conformities identified were followed by suitable corrective actions that eliminated
the risks of non-conformities or mitigated them to an acceptable level.
In the area of individual supplier control, the technologists and representatives of quality
control and procurement conducted several reviews of our suppliers of raw materials and
intermediate goods. For Birra Peja, which bottles the alcoholic range under licence, we
periodically verify quality through spot inspections at Peja and in our own laboratories.
The same applies to the filling of the PET range at the Zagreb location.
Based on the quality reviews of our distribution centres we have intensively begun
resolving issues that are not visible during the process itself (hidden defects).
2.7.1
PIVOVARNA LAŠKO
Management and food safety standards
Pivovarna Laško has introduced an integrated management system, which comprises a
quality management and an environmental management system.
We organised an employee training session entitled HACCP and BHP - good hygiene and
good manufacturing practices in the first half of the year. This proved to be very successful
as Pivovarna Laško reached the higher level already in the first assessment.
In accordance with the requirements of the management and HACCP system, the
planned number of internal audits was performed. The number of non-conformities
identified is lower than last year, which is a reflection of the positive impact of the
assessments and the efficiency with which any deviations are resolved. No external
assessments by inspection services or retailers were performed.
There were no product safety complaints in 2015.
Input, in-process, final and process control
In 2015 we continued activities related to the control of input materials and raw materials.
We issued 13 warnings and 13 complaints, which resulted in the supplied goods being
replaced or returned. In the autumn we actively participated in the selection of the supplier
and quality control of barley, and in the acceptance of barley to our storage facilities.
During the in-process and process control we continued to monitor parameters that have
a significant impact on the quality of the final product (input of oxygen during the filling
stage, running of washing machines etc.). As a result of the acceptance of the new ST2
line, in 2015 we carried out an increased number of analyses. Our chemical and process
64
controls focused on monitoring the content of extract, alcohol and carbon dioxide in beer
and on the input of oxygen into beer during the filling stage. In addition, we increased the
number of samples that were subject to microbiological tests; these included empty
bottles, smears and beer before and after the bottler.
Whilst monitoring of the quality of end products remained unchanged, during the months
of May, June and July we increased the sampling for microbiological tests of beer on the
ST2 line. We continue to follow the Q system of inventories, in particular beer and
beverages which could present increased risks in terms of quality. In 2015 we organised
53 tastings for the assessment of a total of 488 different beers.
The system control is still focused on our efforts to preserve drinking water. This year we
reviewed and amended the system of logs and controls of drinking water for all 12 supply
systems, in part also due to the ISO 9001 standard. No non-conformities relating to the
water supply system were noted during recertification of the HACCP standard. We had
no major difficulty in ensuring appropriate drinking water.
We monitor the microbiological conformity and quality of our products through indices
relating to different areas: microbiological and chemical index. The overall production
index reached 92.3% in 2015, and 99.3% for the water supply system. Chemical and
microbiological analyses are compared to the international BAPS, MAPS and QWAS
indices, which are KPIs for the entire laboratory. In 2015, our overall performance was
97.6%.
Complaints
In 2015 we continued with the single effective reporting of market complaints received
and reviewed. No products were recalled from the market in either cases, although
preventive and corrective measures were taken. On the annual level, 0.009% of the
annual quantities of beer sold can be attributed to justified quality complaints.
Other
We concluded the project entitled "The impact of the sequential use of lower-fermentation
yeast culture on the physiological condition of beer production". The project, which ran
between 1 July 2013 and 31 December 2014 in cooperation with the Faculty of
Biotechnology, was partly funded by the Ministry of Education, Science and Sports. The
project was presented by Nataša Kočar at the EBC Congress held in May in the town of
Porto in Portugal.
2.7.2 PIVOVARNA UNION, d. d., LJUBLJANA
The assessments of conformity with the ISO 9001, 14001 and IFS standards were
successfully completed in October, and as regards the IFS standard again at the higher
level.
The assessment for certification against the ISO 9001, ISO 14001 and IFS standards took
place at both Pivovarna Laško and Pivovarna Union concurrently (for IFS for the first
time). The management review and the review of other joint processes (sales, marketing)
took place at one location for both breweries.
65
Assessments were carried out in compliance with management standards in the planned
scope. The number of non-conformities was at the level recorded in previous years. No
external assessments by inspection services or retailers were performed.
There were no product safety complaints in 2015.
Due to non-conformities from our quality standards found during our review of raw
materials and material, we issued 78 warnings and 45 complaints. These were resolved by
exchange or return of supplied goods.
In terms of microbiology, the results of the in-process control of the overall production
process were slightly better in 2015 than in 2014. The values of chemical parameters also
show no significant deviation from the adopted standards.
The results of the microbiology testing of the final products produced by each filling line
were at an even higher level than in the previous year. The results of the microbiology
testing of non-alcoholic beverages were appropriate, in fact they were slightly better than
in the previous year.
Birra Peja continued producing Pivovarna Union Ice teas and Multisola drinks and all
products conformed to the quality standards of Pivovarna Union. Considering the
quantities produced, the number of complaints is negligible, however we can and will
improve response time and time needed to resolve any issues.
The results of the microbiology and chemical analysis of Zala spring water revealed no
deviations from the quality standards. Bottling has started also at an aseptic line, which is
another positive development in terms of quality.
Beer and non-alcoholic beverage tastings were organised regularly, and in 2015 we
organised 180 beer and 46 non-alcoholic beverage and water tastings. Every 2 months we
tested our samplers through the Interterster international comparisons programme.
In-process control allows us to detect issues that arise during production or storage and
thus prevent inappropriate products from being shipped to our customers. These reviews
have also resulted in corrective measures, which help us prevent similar issues from
occurring in the future.
The results of microbiology and chemical tests are also verified through the BAPS
international comparison programme, and these also form some of our performance
indicators. In 2014, our overall performance was 98%.
Complaints
No major deviations concerning complaints were recorded in 2014. One complaint was
raised in September due to rusty crown tops. We acted quickly and prevented any further
complaints. On the annual level, under 0.005% of the annual quantities of beverages sold
can be attributed to justified quality complaints.
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2.7.3 VITAL MESTINJE
In 2015, activities were pursued in all areas for the implementation of the IFS standard.
In the first half of 2016, we hope to obtain the IFS standard certificate.
One internal HACCP assessment was completed while all employees were provided
external professional training.
In 2015, the detailed supervision of input materials continued. Control of fruit bases and
concentrates is focused mostly on microbiological quality.
Our input control resulted in the rejection of a mixture of sweeteners due to clumping. In
addition, we issued 3 warnings relating to poor quality raw materials.
The frequency of process water control was increased and we implemented additional
microbiological tests/cultivations. In the production, only the process water preparation
device was renovated towards the end of the year.
One of major investments in production was the purchase of a new pre-mix station, which
resulted in a significant improvement of the intermediate phases of the pre-mix station.
Additional control of certain returnable packaging was introduced (visual and chemical
tests for remnants of cleaning materials and microbiological tests involving swabs).
In 2015 we continued the project of monitoring the levels of vitamin C in orange juice
drink with the aim of determining the optimal level of added vitamin C to juice drinks,
which will help us ensure the highest possible sensory quality even shortly before expiry
of the use-by date. The pineapple juice drink underwent the same monitoring.
Complaints
One item was removed from the market due to poor sealing/weld of the carton. This was
a single example from the entire batch.
Inspection and other reviews
The following inspections were performed in 2015:
 Regular annual revision audit under IFS was performed for Hofer; the result was 94%
 Regular annual review by the inspection service for food safety, veterinary and plant
protection inspectorate from Celje,
 An inspection based on a customer complaint by the food safety, veterinary and plant
protection inspectorate from Celje; we complied with and carried out all the
procedures determined in the decision,
 A review by Pivovarna Laško.
67
2.8 Investments
THROUGH DILIGENT INVESTMENT PLANNING AND THEIR CORRECT APPRAISAL
IN LINE WITH THE FULL LIFETIME COSTS OF THE PRODUCTION EQUIPMENT, WE
HAVE MORE THAN DOUBLED THE CORRESPONDING SAVINGS OVER THE PERIOD
OF TEN YEARS.
An important novelty, which we introduced in the first half of the year for the evaluation
and implementation of investment projects, is demand management.
The objective of demand management is to centralize, standardize and introduce best
practices in managing the project portfolio in the areas of:
 support provided to project preparation, priority placing and management,
 reporting on the time implementation of the projects and monitoring the project's
milestones,
 reporting on the achievement of the project benefits in cooperation with the
controlling department,
 risk management,
 monitoring the financial elements and benefits of projects,
 change management,
 communication and stakeholder management.
In 2015 we finalised some key projects such as the renovation of two filling lines for
returnable glass bottles, the energy renovation and the gradual refurbishment of the
technological equipment.
Considering the financial significance of investments into production equipment, which
also result in savings in maintenance and energy costs as well as the environment, the
long-term impact on these costs is even more pronounced. As such, diligent investment
planning and their correct appraisal in line with the full lifetime costs of the production
equipment have resulted in the corresponding savings being more than doubled over the
period of ten years.
In addition to cost efficiency and the utilisation rate of the production equipment, active
cooperation in developing new products, using alternative technologies, new packaging
materials and considering the state-of-the-art technology are the most important areas of
technology.
In today's modern business environment, where products and services are developed
extremely rapidly, one of a company's significant competitive advantages can be its focus
on final consumers, where state-of-the-art technology and development can allow us to
acquire completely new consumers, who are interested in an optimum price performance,
in addition to our existing loyal customers. Striving for the highest criteria in all operating
processes is surely the best way to generate added value for our customers, owners and
employees.
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2.8.1
INVESTMENTS IN PIVOVARNA LAŠKO
Between January and December 2015, Pivovarna Laško spent EUR 4.22 million on
investments and purchases of property, plant and equipment.
In the first six months of 2015 we continued the strategic investment relating to the
replacement of the wet part of the ST2 bottling line. The project was completed by the end
of June 2015 to the phase when the dry part of the line allowed the complete supply of the
market with our products with an output capacity of 60,000 bottles (0.5 litre and 0.33 litre
and crates 20 x 0.5 litre, 24 x 0.33 litre and 10 x 0.5 litre). Optimization of the lines and
completion of the entire project is scheduled for the second half of 2015.
In September, a new air-conditioning vent of 50,000 m 3 was installed and released into
operation in the building housing the ST2 bottling line, which ensures optimal operation
parameters for both the dry and wet part of the new ST2 bottling line.
The device is linked to the use of heat from SPTE 400 kWel, ensuring that the heating
and ventilation of the building is carried out with the cheapest possible energy source.
At the same time, in addition to the ST2 project, in the beginning of the year we began
preparatory works relating to the investment in degassed water and softened degassed
water, which is needed for the new ST2 bottling line, pressure tanks and the cellar. This
project was successfully completed by the second half of 2015, meaning that it already
provides the optimum operating parameters of the ST2 bottling line, pressure tanks and
the cellar.
In collaboration with Elektro Celje, a building permit for an overhead 2 x 20 kW power
line for the J-plateau bottling line was obtained in late May. This allows the continued
future construction of facilities in accordance with development needs at that location,
since the power distributor Elektro Celje has commenced with the investment related to
the relocation of overhead power lines to underground cabling.
In June the new Mycon compressor unit with cooling power of 1 MW was supplied for the
project and was installed and started operating during high production season to provide
for stability of supply of technological processes with cooling energy. This new addition to
the energy system of the cooling room will significantly reduce power consumption,
maintenance costs, enhance operational stability, as well as the safety of NH3 emissions
into the environment.
The planned project for the restoration of the vertical conveyor in filling station C is
already at the stage of conceptual design and bids have already been gathered. This means
that investment works can begin in the beginning of 2016.
2.8.2 INVESTMENTS IN PIVOVARNA UNION
In 2015, Pivovarna Union spent EUR 5.8 million on investments and purchases of
property, plant and equipment, which is in line with the plan for 2015.
Renovation of the wet part of the S4 bottling line was completed in mid-February 2015.
We replaced the bottling and washing machine, as well as the labelling device. In addition
to replacing the machines, we also replaced the ventilation system and the spent flooring.
69
Noise protection still needs to be installed and this is planned for 2016. The S4 line has
become the most important filling line in Pivovarna Union as we use it to fill beer into all
kinds of returnable packaging (currently five different bottles and five different cases).
We concluded the agreement for the replacement of two old steam boilers with two new
hot water supply systems. This investment is important for the unhindered provision of
heat needed for the production and heating. After obtaining the building permit, we began
preparatory works and installation of pipe connections. Both old boilers have already been
removed. Currently the first of the new boilers is already operating while the other one is
in the process of being installed. The time line of the project for replacing the boilers has
been extended since we need to continuously ensure the supply of heat during the project.
We have selected the best bidder and signed the contract for the renovation of the
processing, regulation and IT system of the warehouse. According to the plan, the project
should be completed in the beginning of 2017. This is an extremely complex project
demanding exact preparation and implementation while securing unhindered and
smooth operation of the warehouse.
We signed the contract for the renovation of the control of tunnel pasteurizer on the cans
filling line.
Regarding the investment in two new pressure tanks we are waiting for the revised bids
of two potential suppliers and their assessment through the established system of demand
management.
2.8.3 INVESTMENTS AT VITAL MESTINJE
In 2015 we made urgent investments in modernisation and thus ensured improved
productivity and flexibility of the filling line. The value of the purchased items of property,
plant and equipment amounts to EUR 234,678. One of the more significant investments
is the purchase of the Preimix application, which resulted in an increase of the filling
line's capacity, improved quality mixing of gassed products, and increased flexibility of the
PET line. In addition, we increased and arranged additional storage by setting up a
temporary storage facility and purchased an additional fork lift.
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2.9 Performance analysis
IN 2015, THE LAŠKO GROUP GOT A NEW STRATEGIC OWNER WHO WILL ENSURE
THE COMPANY'S FURTHER DEVELOPMENT AND GROWTH.
2.9.1 PERFORMANCE OF THE LAŠKO GROUP
Notes to the income statement of the Laško Group
The income statement of the Laško Group is divided into continued operations, which
represents mainly the beverage activity, and discontinued operations, which includes the
operations of the divested companies Delo (until 30 September 2015), Radenska (until 31
March 2015) and Jadranska pivovara (the entire 2015).
The Group recorded a net profit of EUR 3.8 million from discontinued operations. The
notes below relate to continued operations.
In the 2015 financial year, the Laško Group generated EUR 173.3 million of net sales
revenues, which is 1.8% more than in 2014.
In the structure of sales revenues, revenues generated on the domestic market account for
78.1%, up 0.5% on the previous year. Sales revenues generated on foreign markets account
for 21.9% of total sales revenues, which is a decrease of 0.5% compared to 2015. The
greatest share of revenues on foreign markets is generated on the markets of Italy and the
former Yugoslavia, in particular in Croatia and Bosnia and Herzegovina.
The operating expenses of the Laško Group in the amount of EUR 186.1 million are up
23.3% on the previous year.
Costs of goods, materials and services account for 61% of all operating expenses and
are 3.9% (or EUR 4.3 million) up on the previous year.
Costs of materials, which amounted to EUR 60.2 million in 2015, are the most
important item of operating expenses. They account for 32.3% of all operating expenses.
Costs of raw materials (84.1%) represent the greatest share of costs of materials, followed
by the costs of energy, water, packaging write-offs and other materials.
Costs of services account for 25.2% of total operating expenses and amounted to EUR
46.8 million in 2015, which is an increase of 17.8% compared to 2014. Major categories
include the costs of marketing (50.5%), followed by the costs of other services (19.5%),
maintenance costs (9%), transportation costs (8.6%) and other costs.
Labour costs in the amount of EUR 24.9 million are down 1.5% on 2014.
Write-downs in the amount of EUR 38.5 million are almost 3 times higher than in 2014,
mainly due to the revaluation of properties. We recognized revaluation expenses of EUR
27.6 million. EUR, while the remainder was recorded under equity.
Amortisation and depreciation charged in 2015 amounted EUR 10.1 million, which is
slightly more than in 2014.
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Other operating expenses in 2015 amounted to EUR 6.3 million, which is
approximately the same figure as last year. Costs associated with environmental fees
(concession for water, compensation for building land, and similar) account for the largest
share of other operating expenses.
In the 2015 financial year, the Laško Group generated a negative EBIT of EUR 9.8 million
and an EBITDA of EUR 0.3 million. In 2015, the Group recognised certain one-off events
of EUR 33.3 million, which negatively impacted the EBIT and EBITDA. One-off events
mainly include expenses from revaluation of property and investment property in the
amount of EUR 29 million. In 2015, normalized EBIT amounted to EUR 23.5 million
(2014: EUR 24.1 million), while normalized EBITDA amounted to EUR 33.6 million (2014:
EUR 33.9 million).
In 2015, the Laško Group generated a financial loss of EUR 8 million (2014: a financial
loss of EUR 12 million). Financial income, which is mainly related to trade receivables
and shares in profit, amounted to EUR 0.8 million (2014: EUR 3.5 million).
Financial expenses primarily related to liabilities to banks of EUR 8.9 million (2014:
EUR 15.4 million). The reason for the better financing result is the repayment of bank
loans mainly from the cheaper funding provided by the new owner, as well as from the
proceeds of the sale of Radenska and Delo.
In 2015, the Laško Group generated a net loss of EUR 17.9 million and a normalized net
profit of EUR 15.4 million.
Notes to the statement of financial position of the Laško Group
At 2015 year-end, the assets of the Laško Group amounted to EUR 270.7 million, or EUR
81.5 million less than the total assets of the Group as at 2014 year-end. This reduction is
mainly the result of the revaluation of property, the sale of Radenska and Delo, the
reduction of trade receivables and the increase in liquid assets.
Long-term assets decreased by EUR 45.6 million, which is primarily the result of the
revaluation of property.
Current assets as at 31 December 2015 amount to EUR 77.1 million, or EUR 35.7 million
less than at 2014 year-end. Non-current assets held for sale decreased on account of the
sale of Radenska (EUR 37.2 million), inventories fell by EUR 3.5 million, and trade
receivables fell by EUR 12.7 million, while liquid assets increased by EUR 19.1 million.
Total liabilities of the Laško Group amounting to EUR 229.8 on the last day of 2015
reflect a reduction by EUR 60.1 million compared to the previous year. The Group has
significantly deleveraged from the proceeds from the sale of Radenska and Delo, while all
bank loans have been replaced by a long-term loan provided by the new owner, the
Heineken Group.
Supplier payables also fell in accordance with the movement of inventories and trade
receivables.
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Total equity of the Laško Group in 2015 decreased by EUR 21.4 million, mainly as a result
of the net loss of EUR 14.2 million and the derecognition of the minority interest in
Radenska in the amount of EUR 8.5 million.
2.9.2 PERFORMANCE OF PIVOVARNA LAŠKO
Notes to the income statement of Pivovarna Laško (continued and
discontinued operations)
Despite a 5.1% drop in quantity sales in the local market and a 19.3% decline on foreign
markets, in 2015 Pivovarna Laško (the Company) generated EUR 91.2 million of net
revenue from the sales of products, services and goods, which is at the level recorded
in 2014. In the local market, the Company recorded EUR 73.8 million of net revenue from
the sale of products, services and goods, up 1.4% compared to the previous year, and EUR
17.4 million of revenue on foreign markets, down 5.5% compared to 2014 sales. Compared
to the previous year, other operating revenues of EUR 1.2 million are up 30.1%.
Operating expenses of Pivovarna Laško in 2015 were up 20.7% compared to 2014 and
amounted to EUR 101.6 million. The main reason for this rise lies in the revaluation of
property to new, lower values. As at 30 September, the value of property was assessed by
the certified property appraiser. Impairment loss amounting to EUR 12 million is
recognised in other revaluation operating expenses. Compared to the previous year, costs
of materials fell by 9.9%, while costs of services are up 15.8%.
Costs of materials amounting to EUR 24.5 million are down 9.9% compared to 2014
and account for almost one quarter of operating expenses. The costs of raw materials,
packaging, delivery materials and auxiliary materials are down EUR 2.8 million on 2014.
Costs of energy resources dropped by 4.6% or EUR 0.1 million due to decreased
production compared to the previous year.
Costs of services account for 22.6% of total operating expenses and amounted to EUR
23 million, which is an increase of 15.8% over the previous year. Most of these costs - EUR
12.3 million - represent costs of marketing, which are up 21.5% on 2014, namely on account
of new product launches and increased activities on foreign markets. Transportation costs
of EUR 1.6 million are up 6.6%. Consultancy fees amounted to EUR 2 million in 2015, up
EUR 0.9 million on the previous year, mostly on account of consultancy fees relating to
the sale of the Company.
Employee benefit costs amounting to EUR 11 million, are at the level recorded in the
comparable period of 2014.
Write-downs amounting to EUR 17.2 million are up EUR 12.3 million compared to 2014.
Costs of depreciation fell by 2.4% or EUR 0.1 million, while revaluation operating
expenses are up EUR 12.4 on account of the revaluation of property.
In 2015 the Company incurred EUR 9.9 million of operating loss, compared to the
operating profit amounting to EUR 8.1 million generated in 2014.
The Company recognised the following one-off events in 2015: investment property
impairment of EUR 13.9 million; accrued long-term provisions for disputes amounting to
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EUR 2.9 million; accrued redundancy payments of EUR 0.4 million; court fees,
enforcement fees and donations of EUR 0.2 million; consultancy fees of EUR 1.5 million;
revaluation operating expenses of EUR 0.7 million; default interest of EUR 0.5 million;
and the difference between the cost and selling price of merchandise amounting to EUR
0.1 million, all of which negatively impacted the operating result; in addition, certain oneoff events were recognised such as default interest received of EUR 0.4 million, other
operating income of EUR 0.4 million, revaluation operating revenue of EUR 0.4 million,
all of which had a positive impact. Normalised EBIT, calculated from the operating profit
increased or decreased by the impact of one-off business events, amounts to EUR 9.2
million and is EUR 1.2 million less than the normalised EBIT recorded in 2014.
The EBITDA of EUR 5.4 million is negative, while the normalised EBITDA amounts to
EUR 13.6 million, down EUR 1.3 million on the previous year.
Pivovarna Laško generated EUR 23.5 million of financing profit in 2015, on account of
EUR 13.1 million of financial income from sale of the investment in the subsidiary
Radenska; EUR 1.6 million of financial income from sale of the investment in the
subsidiary Delo; EUR 11.5 million of dividends received from Pivovarna Union; EUR 5.1
million of the reversal of the prior impairment of Jadranska pivovara- Split; interest paid
to creditor banks amounting to EUR 7.2 million; and interest paid to the companies in the
Laško Group amounting to EUR 0.8 million.
Financial expenses of EUR 8 million are down 66.2% on the 2014 figure. Financial
expenses for interest paid on bank borrowings amounted to EUR 7,9 million. Majority of
the interest was paid to banks and partly also to companies in the Laško Group.
As a result of the positive financial result, the Company generated a net profit of EUR 14.1
million in 2015, compared to the net loss of EUR 9.8 million incurred in 2014. If the net
operating profit or loss for 2015 and 2014 was adjusted by the one-off events, in 2015 the
Company would report a net profit of EUR 1.7 million, up EUR 3.4 million on the 2014
result - which was a loss amounting to EUR 1.7 million.
In addition to the above operating adjustments, the normalised net profit for 2015 has also
been adjusted for one-off financial events such as the disposal of investments of EUR 14.7
million; dividends received from Pivovarna Union in the amount of EUR 11.5 million; the
reversal of the impairment of financial investments of EUR 5.1 million; and for deferred
tax assets of EUR 0.5 million, all of which positively impacted the profit; on the other hand,
the restructuring costs of EUR 0.3 million negatively impacted the normalised net profit.
Adjusted by EUR 31.1 million, the normalised net profit of the financial year amounts to
EUR 1.7 million.
Notes to the Statement of Financial Position of Pivovarna Laško
At the end of 2015, Pivovarna Laško assets amounted to EUR 288.4 million, which is a
decrease of 9.8% compared to 2014 year-end.
Long-term assets amounting to EUR 250.3 million increased by EUR 3.5 million
compared to 2014 year-end. Property, plant and equipment, and investment property are
down by EUR 8.9 million on account of revaluation, long-term investments are down EUR
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4.5 million as a result of disposal of investments, while long-term loans issued are up EUR
17.8 million compared to 31 December 2014.
Short-term assets amounting to EUR 38 million decreased by 47.9% or EUR 34.9
million compared to the previous year. The most significant reduction of short-term assets
was recorded on account of the available-for-sale financial assets, which fell by EUR 41.5
million compared to 31 December 2014 (the investment in the Radenska shares amounted
to EUR 46.5 million, while the increase of EUR 5 million refers to the transfer of the
investment in Jadranska pivovara - Split, d. d., to non-current assets held for sale).
Operating receivables are also down by EUR 3.6 million. Cash and cash equivalents are
up EUR 10.5 million compared to 2014 year-end.
Deferred tax assets, which amounted to EUR 29.1 million as at 31 December 2015, are
down EUR 0.1 million on 2014 year-end. This reduction is the result of the net difference
between the newly recognised deferred tax assets on account of tax losses of EUR 13.7
million; unutilised tax relief of EUR 0.3 million; reversal of deferred tax assets on account
of disposal of the subsidiary Delo, d. d. of EUR 11.2 million; reversal of deferred tax assets
on account of associate Thermana, d. d., of EUR 1.2 million; and reversal of deferred tax
assets on account of reversal of impairment of Jadranska pivovara - Slit, d. d., made in the
past of EUR 0.9 million.
Short-term loans are down by EUR 0.1 million, while short-term operating
receivables also fell by EUR 3.6 million or 19.1%.
Compared to 2014, the equity of the Company (EUR 75.5 million) increased by 29.9%
or EUR 17.3 million. The majority of the change in equity is a result of the profit generated
in the current year of EUR 14.1 million and revaluation surplus of EUR 3 million.
As at 31 December 2015, total financial liabilities of Pivovarna Laško amounted to EUR
187.3 million, which is a reduction of EUR 39.5 million or 17.4% compared to the previous
year. The company significantly deleveraged through the sale of its entire 75.31% stake in
Radenska, Radenci on 17 March 2015, for which Pivovarna Laško received consideration
of EUR 51.8 million, and through the sale of its 100% stake in Delo on 18 September 2015,
for which the Company received consideration of EUR 7.3 million. On 15 October 2015,
Pivovarna Laško received from its new majority owner Heineken International, B. V.,
Amsterdam a long-term loan in the amount of EUR 141.5 million. On 29 October 2015 it
received a further EUR 44.3 million, giving a total long-term loan in the amount of EUR
185.8 million, which was used to repay all bank loans.
Net debt as at 2015 year-end, calculated as the difference between all financial liabilities
due to banks and other creditors related to borrowings, and investments including
investments in the subsidiaries and loans issued, amounted to EUR 4.7 million, a decrease
of EUR 52.2 million compared to the previous year.
The Company's total operating liabilities amounted to EUR 19.3 million as at 2015 yearend, down EUR 8.5 million. Supplier payables (including payables to Laško Group
suppliers) are down EUR 13.4 million and stand at EUR 8.1 million.
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2.10 Risk management
THE IMPLEMENTED PROCESS OF RISK RECOGNITION AND ASSESSMENT ALONG
WITH DETERMINATION OF MEASURES AIMED AT THEIR ELIMINATION (I.E. THE
RISK MANAGEMENT PROCESS) PROVIDES AN EFFICIENT TOOL THAT ENABLES THE
GROUP TO ACHIEVE ITS BUSINESS OBJECTIVES.
The identification of various risks which Laško Group companies are exposed to during
their business operations along with planning and implementing of activities aimed at
mitigating or eliminating their impact, is an especially important process.
To manage this important process, all the companies in the Laško Group joined their
efforts aimed at identification and recognition of risks and establishing risk registers
where all risks recognised in all areas of operations are defined including the individuals
responsible for monitoring the risks and the activities necessary for elimination or
reduction of those risks and their negative impacts on business operations.
This systematic approach to risks management allows for timely recognition of risks as
well as planning of measures necessary to eliminate those negative impacts on the
operations of the individual companies and the Group as a whole.
Thus the implemented process of risk recognition and assessment along with
determination of measures aimed at their elimination (i.e. the risk management process)
provides an efficient tool that allows the Group to achieve its business objectives.
The Management Board, the responsible departments and heads thereof, as well as all key
employees in the companies who have been defined as persons responsible for particular
risks are responsible for actively managing and controlling risks, whereas the review and
audit of all defined risks, in particular those designated as being of “very high risk”, is the
key task of the internal audit department.
2.10.1 KEY RISKS IN 2015
The on-going economic recession significantly impacted the operations of all Laško Group
companies as well as their exposure to all types of risks.
Financial risks, especially liquidity risk and the risk of changes in the fair value of
financial investments, most impacted the operations of the Group. The illiquidity risk was
even more pronounced due to the payment indiscipline and payment delays by our key
customers, which resulted in delays in settling our liabilities due to our suppliers.
The on-going recession, reduction in lending facilities, unemployment increase and other
consequences of the economic crisis of course impacted the decline in purchasing power
and changed consumer habits on all markets where we are present with our product
range. Even more prominent (aggressive) were the activities of our competitors who
placed cheaper products on the domestic and other markets. In addition, the supply of
supermarket brands, generics and cheaper but inferior quality products increased, which
resulted in lower demand for our own brands.
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Our strategic markets continued to prefer (protect) local filling companies either through
administrative measures or intensified activities of these manufacturers; as a result, we
struggled to match their prices.
All this has resulted in increased sales risks, which we strived to mitigate through
various sale promotions, increased marketing activities, more efficient negotiations with
business partners and above all by ensuring the highest possible quality of our products
and services.
We offered our customers a large number of new products in our product range, thus
proving that we are in-step with market trends and are responsive to consumer demands.
In addition, we sought licence filling companies for our products that are positioned closer
to our strategic markets in order to bring our prices in line with those of our competitors.
In spite of all these activities and concerted efforts we were unable to completely prevent
slight deviations from the objectives set by the individual companies in terms of both
quantities and revenue.
Procurement risk was managed by searching for synergies through the joint
procurement department of the Laško Group and by selecting the most favourable
suppliers in terms of prices as well as quality of products, timely supplies and payment
terms and conditions. In addition, we took advantage of bulk purchases of intermediate
goods and raw materials, forward purchases, the fixing of purchase prices and efficient
monitoring of supplier suitability under our already implemented standards and criteria.
Last year, we paid particular attention to the strategic risks of insufficient marketing
support to our own brands . The continued shrinking and limited access to funds
allocated to these purposes could result in reduced sales and thus a loss of revenue as well
as the deteriorated image of the entire Group and the individual companies in the eyes of
the general and professional public. As a result, in line with the available marketing
budget for 2015, we focussed on our leading brands, optimising corporate activities and
sponsorships. and continued ATL and BTL activities. We purchased advertising space for
the entire Group and achieved either additional discounts or increased media exposure.
By defining the optimal structure of our own and supermarket brands and above all by
defining new standards for filing supermarket brands, we endeavoured to mitigate the
risk of "undermining" our own brands with supermarket brands. Supermarket
brands do not bring sufficient added value, have poorer coverage and tend to cannibalise
our own brands and thus reduce our revenue.
Operational risks, especially risks associated with the production process, are of key
importance for the performance of business processes and the managing of
consumption and costs. This particular risk primarily entails the risk of defects on filling
lines and the related equipment, which could result in production standstill. Due to
limited resources allocated to investments in renovation and modernisation of production
capacities in the past, this particular risk is very high. To mitigate this impact, the
uninterrupted running of production lines and equipment was ensured primarily by high
quality maintenance work, regular overhaul and partly also by replacing the old equipment
with investments in new equipment.
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Regulative risk, which is the risk of changes in all types of regulations, rules and
legislation, is also assessed as high and impacts our operations at home and on strategic
foreign markets. Undoubtedly these changes have a significant impact on the business
operations of individual Group companies as they mainly entail legislation relating to food
production, consumer health protection, environmental legislation (the introduction of
environmental charges, the Water Act -concession fees), regulations relating to packaging,
excise duties and tax legislation.
2.10.2 FINANCIAL RISKS
All the risk management activities in the Laško Group focus on the unpredictability and
illiquidity of financial markets, and attempt to minimize the potential negative effects on
the financial stability and performance of the Group. The finance department
predominantly deals with financial risks while the sales department is also involved in
credit risk management.
Long-term stability of the Group’s operations dictates concurrent and detailed monitoring
and assessment of financial risks. In 2015, the Company continues to follow the objective
of achieving stable operations and reducing exposure to individual risks to a sustainable
level. The companies are unable to fully hedge all risks, but can reduce or avoid risks from
materialising with timely measures. To this end, the companies continuously recognise
and assess risks, taking the relevant measured depending on the target risk exposure. Risk
management measures have been built into our day-to-day operations. All recognised
risks have been recorded in the risks register, which is amended as needed. Particularly
significant among financial risks faced by the Group as well as each individual company
are liquidity risk, risk related to the decrease in fair value of investments, property, plant
and equipment and investment property, credit risk and to some extent also interest rate
risk.
Liquidity risk
Until the beginning of the last quarter of 2015, the Group, and especially Pivovarna Laško,
disclosed an high excess of current liabilities over current assets, signifying the existence
of a liquidity risk.
In April, the sales consortium of owners of Pivovarna Laško concluded with Heineken
International B. V. a Share sale and purchase agreement (SPA), pursuant to which the
company Heineken acquired the majority stake in Pivovarna Laško. The signing of the
contract represents the continuation of the fulfilment of the Restructuring and Standstill
Agreement. The Agreement was agreed under a number of suspensive conditions, all of
which were fulfilled on 6 October 2015. This sale transaction closed on 15 October 2015.
Upon signing the share purchase agreement, the buyer also concluded a Cooperation
agreement with Pivovarna Laško, with which the buyer undertakes to ensure the
continued financial stability of Pivovarna Laško after the transaction closes. On 15 October
2015, Pivovarna Laško received from its new majority owner Heineken International, B.
V., Amsterdam a long-term loan in the amount of EUR 141.5 million. The loan was used
in its entirety to repay all existing loans of Pivovarna Laško to all creditor banks. A further
EUR 44.3 million was granted on 29 October 2015 for repayment of all the bank loans by
Pivovarna Union. In accordance with the Restructuring and Standstill Agreement, both
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breweries repaid all the crediting banks from long-term borrowings provided by the new
owner, and thus significantly improved the ratio between their short-term assets and
liabilities. As at the year-end, both breweries and especially Pivovarna Laško discloses a
significant excess of short-term assets over short-term liabilities, which in turn means a
significant reduction in liquidity risk and the risk of insolvency.
The companies implement a policy of regular liquidity management including the
planning of cash outflows and sufficient inflows both on an annual and a monthly level.
Regular monitoring of the company's liquidity position is of particular importance as it
ensures timely response and helps to avoid unfavourable consequences of an emerging
liquidity crisis.
We have assessed the company's liquidity risk as manageable.
The risk of changes in fair value
The risk of changes in fair value of financial investments, property, plant and equipment
and investment property is undoubtedly also an important financial risk. The risk can be
observed in the segment of financial expenses where financial expenses from the
impairment and write-off are disclosed. The sales of Radenska and Delo brought a further
reduction in the risk of changes in fair value of financial investments. However, the risk
of a fall in the other financial investments and real estate held by the Group still remains.
Credit risks
include all those risks resulting in the decline of the company’s economic benefits due to
insolvency of the company’s business partners (customers) and failure to meet their
contractual obligations. To this end, the receivables from our business partners,
wholesalers and retailers, are regularly monitored. In addition, we actively manage
receivables, rapidly implement collection procedures by reminding customers, collecting
receivables via telephone or in the field, as well as debt recovery through an external agent
and through the courts. Part of our receivables are insured with the SID insurance
company, while others are secured with guarantees, mortgages and bills of exchange.
Business with less credit-worthy customers is made on the basis of advance payments and
immediate payments so that the risk of non-payment for the purchased goods is avoided
to some extent.
Receivables due from our major wholesalers on the local market are only partly collateral
and subsequently, there is a large credit risk exposure to this particular segment. At the
end of 2015, our major customer settled the entire debt due to both breweries and thus the
credit risk of both companies has fallen. It is believed that there is a considerable risk of
the spreading of the late-payment culture in 2015 also into 2016, which is the result of the
financial crisis in all the segments of the economy. The management believes that
although the credit risk is increasing due to fierce economic conditions, it is manageable.
Interest rate risk
is the risk of a possible change in the reference interest rate on the financial market,
mainly due to Euro borrowings linked to a variable interest rate (EURIPIDES). Interest
rate hedging of long-term debt at variable interest rate is doubtlessly sensible; however,
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our loans were on 15 October 2015 repaid in full through the long-term loan provided by
the new owner of Pivovarna Laško, namely Heineken International, B. V., Amsterdam.
The loan bears interest at a fixed interest rate. The company's exposure to interest rate risk
is manageable.
More information on the financial risks of the Laško Group is provided in the financial
report, Section 4.4.6 FINANCIAL INSTRUMENTS AND RISKS.
2.11 Financial position of the Laško Group
IN THE FINAL QUARTER OF THE YEAR, BOTH BREWERIES FULLY REPAID THEIR
DEBT TO ALL CREDITOR BANKS OF BOTH COMPANIES. THE SOURCE OF FUNDS
USED TO REPAY ALL LIABILITIES TO THE BANKS WERE THE LONG-TERM LOANS
RECEIVED FROM THE MAJORITY OWNER OF PIVOVARNA LAŠKO, NAMELY
HEINEKEN INTERNATIONAL, B. V., AMSTERDAM.
2.11.1 FINANCING IN THE LAŠKO GROUP
The beer-making industry is subject to seasonality, implying significant liquidity
fluctuations and deteriorated liquidity off-season, which is generally between January and
late May. Especially the parent company faced liquidity issues in the first nine months of
the financial year. During these times, due to lower quantities sold and the poor payment
discipline of our major customers, we usually face difficulties managing our current
liquidity. On average, we receive payment for over 70% of our quantities sold within 75
days, meaning that we only receive payment for quantities sold in the summer by early
autumn, thus improving the liquidity of the companies.
In the final quarter of the year, Pivovarna Laško and Pivovarna Union fully repaid their
debt to all creditor banks of both companies. The source of funds used to repay all
liabilities to the banks were the long-term loans received from the majority owner of
Pivovarna Laško, namely Heineken International, B. V., Amsterdam. All bank loans of
Pivovarna Laško were repaid on the date of completion of the sales transaction of the
company on 15 October 2015. All bank loans of Pivovarna Union were repaid in accordance
with the Restructuring and Standstill Agreement on 29 October 2015 from the long-term
loan received on the date of repayment of the banks from Pivovarna Laško, which received
the funds from its majority owner in the form of a long-term loan. At the same time,
Pivovarna Laško and Pivovarna Union offset all mutual liabilities and receivables from
loan and trade receivables within the Group. Thus, in 2015, the company reduced their
entire exposure to banks, amounting to EUR 221 million in total for both companies. Upon
the closing of the sale of Radenska on 17 March 2015, Pivovarna Laško and Pivovarna
Union also settled all liabilities due to Radenska relating to inter-company loans.
In 2015, the Laško Group recorded EUR 8.9 million of expenses related to interest on
financial liabilities; the figure for both breweries together amounted to EUR 8.8 million.
The Laško Group generated a normalized EBITDA of EUR 33.6 million. Most interest was
recorded by Pivovarna Laško, namely EUR 7.2 million. This resulted in an EBITDA of
EUR 13.7 million, meaning that the EBITDA was sufficient to cover all interest expenses
from financial liabilities due to banks on account of the principal amounts.
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The next significant step to realising the third milestone outlined in the Restructuring and
Standstill Agreement was signing the agreement on the sale of a material stake in
Pivovarna Laško, which occurred on 13 April 2015. The sale closed on 15 October 2015, after
all the suspensive conditions had been fulfilled on 6 October 2015. For more information,
see Chapter 2.12.1 EVENTS DURING THE REPORTING PERIOD, namely item 6. Fulfilling
the milestones referred to in the Restructuring and Standstill Agreement
2.11.2 SALE OF THE INVESTMENTS OF THE LAŠKO GROUP
In 2015, the Laško Group continues activities related to the divestment of financial
investments and other assets not necessary for its operations. On the basis of the
operational and financial restructuring of the Laško Group, the sale of Radenska, d. d.,
Radenci, was successfully concluded on 17 March 2015, while the transfer of the balance
of the consideration from the sale of Birra Peja completed the sale of this investment in
the Kosovar brewery. In addition, on 3 June 2015 the sales contract for the sale of the entire
stake in the company Delo, was also signed, while the transaction closed on 18 September
2015.
Sale of Delo
On 3 June 2015, Pivovarna Laško concluded a Share Purchase Agreement for the sale of a
100% stake in Delo with the company FMR, financiranje in upravljanje naložb, d. d. The
sale closed on 18 September 2015 when the buyer paid the purchase price in the amount
of EUR 7.3 million for a 100% stake in the company Delo. Thus Pivovarna Laško fully
achieved the second milestone pursuant to the Restructuring and Standstill Agreement.
The sale closed on 18 September 2015, after all the suspensive conditions had been fulfilled
by both the seller and the buyer. For more information, see Chapter 2.12.1 EVENTS
DURING THE REPORTING PERIOD, namely item 8. Sale of the shares of Delo, Ljubljana
The sale of Radenska, Radenci
This transaction closed on 17 March 2015. For more information, see Chapter 2.12.1
EVENTS DURING THE REPORTING PERIOD, namely item 7. The sale of the shares in
Radenska
The sale of Jadranska pivovara – Split
The sale of a substantial part of the production equipment has been completed. The rest
of the power equipment, two cylindrical fermenters and pressure tanks are in the portfolio
to be sold by different vendors that deal in used technology equipment.
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2.12 Overview of significant events in 2015 and after the balance
sheet date
PIVOVARNA LAŠKO RECEIVED THE DECISION OF THE SECURITIES MARKET
AGENCY ESTABLISHING THAT THE TAKEOVER BID OF HEINEKEN INTERNATIONAL
B. V., AMSTERDAM, WAS SUCCESSFUL.
2.12.1 EVENTS DURING THE REPORTING PERIOD
1. Joint process for the capital injection into Pivovarna Laško and the sale of
the 51.11% stake in Pivovarna Laško held by the Sales consortium
In accordance with the Standstill and Restructuring Agreement which the Laško Group
concluded on 30 April 2014 with the crediting banks, as well as in accordance with the
Laško Group Strategy for the 2015 - 2019 period, together with its advisor UniCredit, the
Management Board began searching for an investor to inject capital into the company in
July 2014, when it issued the Teaser. In October 2014, the interested bidders who signed
the Non-Disclosure Agreement (NDA) received the Information Memorandum, which
summarised all data on the operations of the Laško Group. They were invited to submit
their bids for providing a capital increase in the amount of EUR 75 million, whereby
Pivovarna Laško informed the public that it would select the best bid, with the price per
share being deemed the main criterion for selecting the best bid.
Both strategic and financial investors expressed their interest in participating in the capital
increase.
Based on the non-binding bids received in the proceedings for the capital increase of
Pivovarna Laško, on 21 November 2014 Pivovarna Laško confirmed the short-list of
potential investors which were invited to continue the process of the capital increase of
Pivovarna Laško. The Supervisory Board consented to the Management Board's proposal
for the selection of the potential investors invited to inject capital into Pivovarna Laško, d.
d., and consented to the proceedings continuing with the potential investors on the short
list.
In November 2014, Družba za upravljanje terjatev bank, d. d., (DUTB) as coordinator of
the Sales consortium, informed Pivovarna Laško that the major shareholders of Pivovarna
Laško had concluded an Agreement on the joint sale of Pivovarna Laško, the sole purpose
of which was to ensure their joint participation in the process of the sale of shares in
Pivovarna Laško.
On 3 February 2015, after obtaining the Supervisory Board's consent, the Management
Board of Pivovarna Laško concluded the Non-Disclosure Agreement and Cooperation
Agreement with the members of the Sale consortium. With this agreement, Pivovarna
Laško and the members of the Sales consortium regulated the manner of mutual
cooperation in the joint process of ensuring the capital increase of Pivovarna Laško and
the sale of the shares held by Sales consortium members in Pivovarna Laško. The Sales
consortium is comprised of: Družba za upravljanje terjatev bank, d. d., Kapitalska družba
pokojninskega in invalidskega zavarovanja, d. d., Alpen invest, družba za upravljanje
investicijskih skladov, d. o. o., Abanka Vipa, d. d., KD Skladi, družba za upravljanje,
d. o. o., Nova Kreditna banka Maribor, d. d., Zavarovalnica Triglav, d. d., Sklad obrtnikov
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in podjetnikov and Banka Koper, d. d. The Consortium holds a 51.11% stake in Pivovarna
Laško.
In the final phase of the joint process of ensuring the capital increase of Pivovarna Laško
and the sale of the shares held by Sales consortium members in Pivovarna Laško,
Pivovarna Laško and the Sales consortium received five bids, which were carefully studied
and then it was decided how the negotiations were to continue.
On 13 April 2015, four bidders in the presence of a notary public simultaneously submitted
binding bids, together with the previously negotiated contracts. The selected buyer
Heineken International, B. V., Amsterdam, offered the highest price.
On 13 April 2015, members of the Sales consortium and Heineken International, B. V.,
Amsterdam concluded the share purchase agreement for the sale of a 51.11% stake in
Pivovarna Laško at the price of EUR 25.56 per share, under the suspensive conditions
defined in the SPA. Upon signing the share purchase agreement, the buyer Heineken
International, B. V. also concluded a Cooperation agreement with Pivovarna Laško, with
which the buyer undertakes to ensure the continued financial stability of Pivovarna Laško
after the transaction closes, as well as a Shareholder loan agreement.
Signing the sales agreement between the Sales consortium and Heineken International
B. V. represents the fulfilment of a significant milestone referred to in the Standstill and
Restructuring Agreement, which the Laško Group companies concluded on 30 April 2014
with all 18 creditor banks.
2. CPA decision on the compatibility of the concentration of Heineken
International, B. V., Amsterdam, and the company Pivovarna Laško with the
competition rules, provided certain remedial measures are implemented
On 6 October 2015, Pivovarna Laško received from Heineken International B.V. the
decision of the Public Agency of the Republic of Slovenia for the Protection of Competition
(CPA), no. 3061-7/2015-10 dated 2 October 2015, in which it decided that it does not object
against the concentration of Heineken International B.V., Amsterdam, which is controlled
by Heineken N.V., Amsterdam, and Pivovarna Laško, d.d., Trubarjeva 28, Laško, since the
concentration is consistent with the rules of competition, provided the corrective
measures referred to in point 2 of the decision relating to the use of refrigerator cabinets
in catering establishments in the Republic of Slovenia are fulfilled.
3. Acquisition of a substantial share by Heineken International B. V.,
Amsterdam
On 15 October 2015, Heineken International, B. V., Amsterdam informed Pivovarna Laško
that on 15 October 2015 the former acquired 4,673,941 shares of the issuer Pivovarna
Laško, delniška družba (hereinafter: the issuer) with the PILR ticker symbol, with which
Heineken gained a material (over 50%) share in the issuer. It acquired the corresponding
share pursuant to the Share sale and purchase agreement (SPA) concluded on 13 April
2015 after the fulfilment of the suspensory conditions agreed upon in the SPA. The
number of acquired shares is greater than was stated in the notice of 16 April 2015 due to
the fact that certain sellers exercised their right to, in accordance with the SPA, sell to
Heineken additional PILR shares acquired after signing the SPA.
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After the closing of the transaction (payment of the consideration to the sales consortium
in accordance with the SPA), Heineken became the holder of 4,673,941 shares of the
issuer with the PILR ticker symbol, representing 53.43% of all issued shares.
4. Takeover intent on the part of Heineken International B. V., Amsterdam
On 20 October 2015, Heineken International, B. V., Amsterdam (hereinafter: the acquirer)
notified Pivovarna Laško pursuant to Article 24 of the Takeovers Act that it intended to
publish a takeover bid for the purchase of shares of the company Pivovarna Laško, delniška
družba, Trubarjeva 28, 3270 Laško (hereinafter: Pivovarna Laško, or the target company).
The acquirer published the takeover intent in the DELO newspaper on 20 October 2015.
The acquirer informed us that it intends to publish a takeover bid for the purchase of all
the shares of Pivovarna Laško.
On the date of publication of the takeover bid, the acquirer already held 4,673,941 shares
of the target company with the PILR ticker symbol, representing 53.43% of all issued
shares of the target company (Pivovarna Laško is the issuer of 8,747,652 PILR shares). In
its takeover intent, the acquirer that, no later than within 30 days and not earlier than
within 10 days after the publication of the takeover intent, it will publish a takeover bid for
all shares of the target company not yet owned by the acquirer.
5. Takeover bid on the part of Heineken International B. V., Amsterdam
On 17 November 2015, Heineken International B.V., Amsterdam (hereinafter: the
acquirer) informed Pivovarna Laško that it had published a takeover bid and prospectus
for the purchase of shares of the company Pivovarna Laško, delniška družba, Trubarjeva
28, 3270 Laško (hereinafter: Pivovarna Laško, or the target company) pursuant to the
decision of the Securities Market Agency dated 10 November 2015, No. 40201-14/2015-7.
The takeover bid was published in the DELO newspaper on 17 November 2015. The
takeover bid and prospectus were also published on the website of ILIRIKA borzno
posredniška hiša, d. d., at www.ilirika.si.
The takeover bid relates to 8,747,652 shares of the target company with the PILR ticker
symbol which are ordinary freely transferable no-par value shares of the same class with
voting rights, issued in dematerialized form, registered with the KDD, less the 4,673,941
PILR shares already owned by the acquirer, for a total of the remaining 4,073,711 PILR
shares not owned by the acquirer.
Pursuant to the takeover bid, the acquirer offered a price of EUR 25.56 for each share of
the target company with the PILR ticker symbol to purchase all the shares which are the
subject of the takeover bid. The acquirer offered to pay the total price of the shares of the
target company subject to the takeover bid in cash.
The takeover bid was valid from 18 November 2015 (inclusive) up to and including 15
January 2016 at 12 noon, unless the bid validity was extended in accordance with the
Takeovers Act.
The other points/conditions of the takeover bid (the success threshold, the mandatory
resolutory condition, the fulfilment of obligations in a successful takeover bid, the legal
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consequences of a failed takeover bid, other important facts regarding the takeover bid,
the stock brokering company or bank issuing the bid in the name and for the account of
the acquirer, submitting the declaration of acceptance of the bid and availability of the
prospectus) were laid out in the takeover bid published in the DELO newspaper on 17
November 2015.
6. Fulfilling the milestones referred to in the Restructuring and Standstill
Agreement
At the end of April 2014, Pivovarna Laško and Pivovarna Union (at that time, Radenska
was also a member of the Laško Group) signed a Restructuring and Standstill Agreement
(hereinafter the Agreement) with all of 18 creditor banks. The Agreement defines
important financial restructuring milestones, whereas final maturity of the majority of the
companies’ borrowings was rescheduled to the end of 2016.
In June 2014, the Laško Group successfully realized the first milestone, namely the
repayment of loans from the sale of its investment in Mercator. The second milestone,
namely the repayment of borrowings from the consideration received for disposal of
investments in auxiliary activities, was partly realised in July 2014 and May 2015 by the
sale of the investment in Birra Peja and in March 2015 by the repayment of some of the
borrowings from the sale proceeds from Radenska. However, since the second milestone
was not fully realized by 30 June 2015, and since the third milestone (capital increase) is
subject to the Share purchase agreement (SPA) concluded on 13 April 2015 between the
Sales consortium and the company Heineken International B.V. Amsterdam, which is
subject to certain suspensive conditions, the Laško Group requested the creditor banks
waive their right to withdraw from the Agreement and extend the deadline for the
repayment of loans from disinvesting the Group's non-core investments and for the
capital increase until 31 December 2015.
Since, by 27 May 2015, a sufficient number of banks waived their right to withdrawal from
the Agreement due to the non-fulfilment of the second and third milestones and agreed
to extend the deadline until 31 December 2015, the Agreement remains valid even after 30
June 2015.
The second milestone was successfully completed on 18 September 2015 with repayments
from the proceeds from the sale of the company Delo.
On 15 October 2015, Pivovarna Laško received from its new majority owner Heineken
International, B. V., Amsterdam a long-term loan in the amount of EUR 141.5 million. The
loan was used in its entirety to repay all existing loans of Pivovarna Laško to all creditor
banks.
On 29 October 2015, the company received from its new majority owner Heineken
International, B. V., Amsterdam a further long-term loan in the amount of EUR 44.3
million. The loan was used in its entirety to repay all existing loans of Pivovarna Union to
all creditor banks.
This repayment resulted in the early fulfilment of the milestones defined in the
Restructuring and Standstill Agreement (hereinafter: Agreement) concluded on 30 April
2014 with all 18 creditor banks. With the repayment of all existing loans of Pivovarna Laško
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on 15 October 2015 and the repayment of the existing loans of Pivovarna Union on 29
October 2015, all the milestones set out in the Agreement have been met; at the same time,
the Agreement has also ceased to apply.
7. The sale of the shares in Radenska
The sale of the shares in Radenska began on 1 September 2013 pursuant to the
Restructuring and Standstill Agreement. The sale was carried out in a transparent
international two-phase process of public tender for the selection of bids.
On 19 December 2014, Pivovarna Laško as the seller, Kofola, družba za upravljanje d.o.o.,
as the buyer and Kofola S.A., as the guarantor, concluded an agreement for the sale of
3,812,023 shares in Radenska or a 75.31% stake in Radenska (hereafter: “the Agreement”)
subject to several suspensive conditions. On 19 January 2015, the Supervisory Board of
Pivovarna Laško gave its consent to the sale of the shares in Radenska. The Supervisory
Board's consent is one of the suspensive conditions for the transaction to be finalised.
The sale of the 75.31% equity stake in Radenska was successfully closed on 17 March 2015.
From the transaction (disposal of the investment in Radenska), Pivovarna Laško received
proceeds amounting to EUR 51,805,392.57. The proceeds significantly contributed to the
deleveraging of Pivovarna Laško in accordance with the Standstill and Restructuring
Agreement.
On 17 March 2015, Pivovarna Laško received EUR 8,154,000.00 as proceeds from the sale
of 600,000 (an equity stake of 11.85%) shares in Radenska, which Pivovarna Laško had
temporarily sold to DBS on 30 November 2011. On the same date (17 March 2015),
Pivovarna Laško purchased from Radenska 127,928 shares in Delo, Dunajska cesta 5,
Ljubljana, thus becoming the 100% owner of Delo and settling the settlement claim of
Radenska.
The General Meeting of shareholders of Radenska was held on 17 March 2015 as part of
the conclusion of the sale of Radenska. At the General Meeting, the shareholders approved
changing the company's articles of association, were briefed on the resignation of the
existing members of the company's supervisory board and elected new members of the
supervisory board.
The sale of the stake in Radenska represents the fulfilment of one of the covenants agreed
in the Restructuring and Standstill Agreement.
After the closing of the sale of the stake in Radenska owned by Pivovarna Laško on 17
March 2015, all the denationalisation claims and procedures continue against Radenska,
as Pivovarna Laško has not been contractually bound to acquire them. As a result, all the
contingent liabilities arising from the above-mentioned denationalisation requests remain
with Radenska.
In accordance with the Share purchase agreement for the Radenska shares, Pivovarna
Laško purchased the stake in the subsidiary Laško Grupa, Sarajevo held by Radenska. On
5 June 2015, the companies entered into s Share purchase and transfer agreement for a
15.3894% share in the company Laško Grupa, Sarajevo envisaging the transfer of shares
from Radenska to Pivovarna Laško, so that after the purchase, Pivovarna Laško has
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become the holder of an 84.6106% stake in the company's share capital. Pivovarna Union
holds the remaining 15.3894% interest.
8. Sale of the shares of Delo, Ljubljana
The sale of the shares in Delo, Ljubljana began on 1 September 2013 pursuant to the
Restructuring and Standstill Agreement. The sale of the shares in Delo, Ljubljana was
carried out in a transparent international two-phase process of public tender for the
selection of bids.
On 3 June 2015, Pivovarna Laško concluded a Share Purchase agreement for the sale of a
100% stake in Delo with the company FMR, financiranje in upravljanje naložb, d. d. The
buyer will pay the purchase price in the amount of EUR 7.3 million for a 100% stake in
the company Delo. The Agreement was concluded under a number of suspensive
conditions which must be fulfilled before the transaction can be finalised. On 15 June 2015,
the Supervisory Board of Pivovarna Laško gave its consent to the sale of the shares in Delo,
Ljubljana. The Supervisory Board's consent is one of the suspensive conditions for the
transaction to be finalised.
On 1 September 2015 the buyer FMR, Financiranje in upravljanje naložb, d.d., Idrija,
submitted to Pivovarna Laško resolution no. 3061-12/2015-8 dated 28 August 2015 issued
by the Agency of the Republic of Slovenia for the Protection of Competition (CPA) stating
that the CPA has no objection to the concentration of the companies FMR, d.d., Idrija and
Delo, časopisno in založniško podjetje d.d., Ljubljana as the concentration is consistent
with the rules governing competition. The finality of the CPA resolution (approval)
represents the fulfilment of the final suspensive condition upon which the validity of the
agreement on the sale of the stake in Delo was conditional. On 18 September 2015,
Pivovarna Laško successfully closed the sale of 667,464 DELR shares representing a 100%
holding in Delo. For the sale of 667,464 shares or a 100% stake of Delo, on 18 September
2015 the seller Pivovarna Laško received consideration of EUR 7.3 million from the buyer
FMR, d. d., Idrija in accordance with the sales agreement. In accordance with the paid
consideration, on 18 September 2015, the buyer became the owner of 667,464 DELR
shares representing a 100% holding in Delo.
The consideration received contributed to the deleveraging of Pivovarna Laško and
represents a further realization of the repayment of loans from the proceeds of
investments in non-core activities under the Restructuring and Standstill Agreement of
30 April 2014 which was signed by 18 creditor banks.
9. Settlement claims of Pivovarna Union and Radenska in accordance with
Article 542 of the Companies Act (ZGD-1)
On 23 April 2014, Pivovarna Laško received the letters entitled "Settlement claim pursuant
to paragraph 1 of Article 542 of the Companies Act", both dated 22 April 2014 and sent by
Pivovarna Union and Radenska. In the letters, the aforementioned companies inform
Pivovarna Laško of the unaudited amounts of their settlement claims aimed to cover the
losses of both companies generated during the contractual group with Pivovarna Laško as
the controlling entity. The unaudited amount of the claim of Pivovarna Union for the
period from 11 April to 26 April 2012 amounted to EUR 0 (nil), while the unaudited
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amount of the claim of Radenska for the period from 6 February to 26 April 2012
amounted to EUR 1,044,183.99. An overview of the calculations was attached to the letters.
On 23 April 2014, Pivovarna Laško replied to the letters of Pivovarna Union and Radenska,
informing both companies that it has been informed of their claims. At the same time,
both companies were requested to provide confirmation of the amounts by auditors.
In light of the aforementioned, provisions of EUR 1,044,183.99 were disclosed in the
financial statements of Pivovarna Laško for the financial year ended 31 December 2014.
On 13 February 2015, Pivovarna Laško received from Radenska the letter entitled
"Settlement claim pursuant to paragraph 1 of Article 542 of the ZGD-1", which was
supplemented with the auditor's report dated 12 February 2015. With this letter, Radenska
informed Pivovarna Laško that it received on 11 February 2015 the auditor's report on the
audited interim balance sheet for the duration of the contractual group, thus fulfilling all
the conditions for the recognition of the amount of the settlement claim. The audited
amount of Radenska's settlement claim for the period between 6 February 2012 and 26
April 2012 amounts to EUR 1,044,183.99, as evidenced by the Independent Auditor's
Report provided by Deloitte Revizija d.o.o. on 11 February 2015 relating to the audit of the
net profit or loss generated in the period between 6 February 2012 and 26 April 2012. In
light of the closing of the sale of Radenska, on 17 March 2015 Pivovarna Laško recognised
and settled the said audited settlement claim of Radenska in full.
10. Data on the PILH shares managed by D.S.U., Ljubljana
After the entry into force of the Denationalisation Act (ZDen), 304 denationalisation
applications were filed against the company's equity (Pivovarna Laško was then a public
company); of these, 286 applications were filed by the former shareholders of
Gostilničarska pivovarna, d. d., Laško, while 18 applications were related to the loan the
shareholders extended to Gostilničarska pivovarna, d. d. before the Second World War. As
a result, during its ownership restructuring, Pivovarna Laško made provisions of 471,284
Pivovarna Laško shares in accordance with the Act. By the time the ownership
restructuring was entered into the court register, 295,423 shares had already been
returned, while the remaining 175,861 shares were transferred to Slovenska razvojna
družba (currently: D.S.U., d. o. o., Ljubljana). These shares have the PILH ticker symbol.
D.S.U. managed 136,171 PILH shares.
Article 51 of the Act Concluding Ownership Transformation and Privatisation of Legal
Entities Owned by the Development Corporation of Slovenia (the ZZLPPO) provides that
when the return of shares managed by D.S.U., d. o. o. for the account of denationalisation
beneficiaries is rejected by a final judgement since no denationalisation is possible, D.S.U.
shall offer the shares to existing shareholder for purchase in the ratio of their existing
shareholdings. The value of the shares was determined in accordance with the ZZLPPO.
On 13 April 2015, Pivovarna Laško notified its shareholders via SEOnet that after receiving
the letter of D.S.U. dated 11 November 2014, it reviewed, together with its attorneys, the
documentation relating to the 304 proceedings brought by denationalisation beneficiaries
over the past 20 and more years relating to the shares of Pivovarna Laško, and that,
according to the data held by Pivovarna Laško and its attorneys, all the proceedings have
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been concluded with final decisions. Pivovarna Laško sent the relevant report together
with all the decisions to D.S.U. on 23 April 2015.
On 9 June 2015, Pivovarna Laško received notice sent by D.S.U., d.o.o., that due to the
fulfilment of its obligations under the terms of the ZZLPPO, it would on 10 June 2015 in
the DELO newspaper and on the www.dsu.si and www.perspektiva.si websites publish an
Offer for the sale of 126,407 shares in Pivovarna Laško with the PILR ticker symbol held
by the company D.S.U., d.o.o. Before their conversion, these shares had the PILH ticker
symbol.
DSU, d. o. o. also informed Pivovarna Laško that the shareholders of Pivovarna Laško
registered at KDD as holders of PILR shares at 8 June 2015 would be entitled to purchase
shares, and that detailed instructions on participating in the purchase were included in
the Offer.
According to the information of Pivovarna Laško, upon receipt of the notification, of the
total 175,861 shares that were transferred to DSU, d. o. o., which were at the time of the
denationalisation process and until then registered under the ticker symbol PILH, DSU,
d. o. o., returned 39,690 shares to denationalization claimants or their heirs on the basis
of final decisions, while a further 9,764 shares will be, in accordance with all the above
laws transferred directly to Kapitalska družba, d. d. It was clear from the Offer that the
process of public offer for the purchase of PILR shares offered for sale by DSU d. o. o. was
open until 26 June 2015.
11. Convening and organising the 23rd and 24th General Meetings of
Shareholders of Pivovarna Laško
The 23rd and 24th General Meetings of Shareholders of Pivovarna Laško were held on 19
June 2016 and 10 September 2015. More information can be found in chapter 2.1.1
GENERAL MEETING OF SHAREHOLDERS of this report.
12. Compensatory actions against Atka-Prima / Boško Šrot
In early 2011, compensatory actions were filed at the relevant courts against the defendants
Atka-Prima and Boško Šrot, demanding the defendants pay damages to the plaintiffs
relating to the damages incurred by the plaintiffs as a result of transactions effected in
2008 and 2009. The following actions were filed: by Pivovarna Laško on 12 January 2011
for the payment of EUR 13,336,488.76 plus costs and interest; by Pivovarna Union for the
payment of EUR 51,662,307.74 plus costs and interest; by Radenska, Radenci for the
payment of EUR 46,238,893.69 plus costs and interest, by Delo for the payment of EUR
8,003,311.06 plus costs and interest, and by Fructal for the payment of EUR 10,784,720.85
plus costs and interest (the latter were all filed on 15 February 2011). These proceedings are
all pending. The Company partially revokes its claims corresponding to the amounts
received from the bankruptcy estates of Infond Holding, d. d. – v stečaju and Center
Naložbe, d. d. – stečaju.
On 14 July 2014, Pivovarna Laško received the interim judgement of the Celje District
Court in the industrial dispute between Pivovarna Laško as the plaintiff and Atka Prima,
Celje and Boško Šrot as defendants for the payment of EUR 13,336,488.76 plus costs and
interest. The court decided that the claim of the plaintiff for damages arising from the
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transactions or loan agreements concluded in 2009 by the plaintiff and Infond Holding
and the plaintiff and Center naložbe, and the sales agreement concluded in 2008 for the
purchase of shares in Thermana between Infond Holding as the seller and the plaintiff
Pivovarna Laško as the buyer, is justified. At the same time, the court halted the
proceedings for the payment made on 24 September 2013 of EUR 89,382.56 from the
bankruptcy estate of Infond Holding, d. d. – v stečaju and the payment made on 30
December 2013 of EUR 410,236.03 from the bankruptcy estate of Center naložbe, d. d. - v
stečaju. The interim judgement and decision are not yet final.
The defendants appealed against the resolution of the court of first instance concerning
the exemption of court fees for the appeal against the judgement. With its resolution
served to Pivovarna Laško on 1 April 2015, the Celje High Court decided to stay any
decision on the appeal against the court fees until the Constitutional Court of the Republic
of Slovenia decides the request of the Celje High Court to assess the constitutionality of
paragraph 3, article 12 and paragraph 1, article 21 of the Court Fees Act (ZST-1).
With the Assignment Agreement of 29 July 2015, Pivovarna Laško assumed the claim for
damages of Radenska of EUR 46,238,893.69 (or EUR 58,935,404.88 according to the
interim calculation due to the partial repayment from the bankruptcy proceedings of
Infond Holding and Center Naložbe), together with interest and costs, which Radenska
brought against the defendants Atka - Prima and Boško Šrot, and thus entered the
proceedings, which are being conducted before the Murska Sobota County Court.
13. Bankruptcy proceedings were instigated against the debtor Infond Holding
Bankruptcy proceedings were instigated against the debtor Infond Holding at the end of
2009. In the bankruptcy proceedings, Laško Group companies have reported the
following claims: Pivovarna Laško: EUR 1,892,319.26, Pivovarna Union: EUR
28,107,482.28, Radenska: EUR 17,062,078.14 and Delo: EUR 6,771,147.94, amounting to
a total of EUR 53,833,027.62.
To date, Pivovarna Laško has received EUR 104,129.27, Pivovarna Union EUR
1,730,382.64, Radenska EUR 938,880.60 and Delo EUR 372,598.19 in the bankruptcy
proceedings. The bankruptcy proceedings have been concluded as on 20 July 2015, the
court resolved to conclude the bankruptcy proceedings and grant discharge to the
bankruptcy liquidator.
14. Bankruptcy proceedings against the debtor Center Naložbe
Bankruptcy proceedings were instigated against the debtor Center Naložbe at the end of
2009. In the bankruptcy proceedings, Laško Group companies have reported the
following claims: Pivovarna Laško: EUR 6,487,493.35, Pivovarna Union: EUR
19,991,859.46, Radenska: EUR 26,414,066.45 and Delo: EUR 547,784.42, amounting to
a total of EUR 53,441,203.68.
To date, Pivovarna Laško has received EUR 458,359.87, Pivovarna Union EUR
1,894,840.62, Radenska EUR 1,866,228.99 and Delo EUR 38,702.53 in the bankruptcy
proceedings. The bankruptcy proceedings were completed in 2015, and the company was
stricken from the court register on 28 April 2015.
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15. Compensatory actions against the Republic of Slovenia, the CPO and the
then director of the CPO - now the CPA
On 14 September 2012, Pivovarna Laško, Pivovarna Union and Radenska (hereinafter
referred to as: the Laško Group companies) filed a compensatory action against the
Republic of Slovenia (the Competition Protection Office; hereinafter referred to as: the
CPO) and the director of the CPO. In the opinion of the Laško Group companies, the
reason for the action was the unlawful prevention of the sale of the shares of Mercator
owned by the Laško Group companies by the CPO in 2011. Because of the decision of 26
April 2011 taken by CPO, the Laško Group companies were not able to accept the binding
offer of Agrokor for the purchase of the shares of Mercator owned by the Laško Group
companies in 2011 since the above-mentioned decision prevented the Laško Group
companies from disposing of their shares of Mercator. The Laško Group companies
believe that the CPO unlawfully prevented the conclusion of the aforementioned
transaction with Agrokor, which consequently resulted in damages arising to the Laško
Group companies of a total EUR 59.2 million up to the date the action was filed (of that,
Pivovarna Laško incurred damages of EUR 21,877,385.84 plus costs and interest,
Pivovarna Union damages of EUR 31,322,586.77 plus costs and interest, and Radenska
damages of EUR 6,157,355.78 plus costs and interest).
On 14 October 2013 we received the judgement of the Supreme Court of the Republic of
Slovenia ruling the aforementioned CPO decision dated 26 April 2011 unlawful. The
judgement of the Supreme Court was forwarded to the court dealing with the plaintiffs'
actions. The proceedings are pending.
In accordance with the Share Purchase Agreement, Pivovarna Laško and Radenska
concluded an Agreement on the transfer of claims dated 29 July 2015 which governed the
transfer of claims not related to the core business. Based on this agreement, Radenska
transferred to Pivovarna Laško, its claims for damages in the amount of EUR 6,157,355.78
plus costs and interest, which are currently pending before the District Court in Ljubljana.
16. Halting the enforcement at the proposal of the Banking Assets
Management Company (BAMC)
On 7 April 2015, in the enforcement matter (ref. no. Ig 147/2011) against Pivovarna Laško
brought by the creditor Družba za upravljanje terjatev bank, d. d., Ljubljana (the Bank
Asset Management Company - BAMC) for the recovery of EUR 7,349,552.25, Pivovarna
Laško received the final resolution of the Celje County Court halting the proceedings at
the proposal of the creditor (the BAMC). The creditor BAMC proposed the halting of the
enforcement proceedings pursuant to the implementation of the Agreement for the sale
and purchase of shares of Radenska, d. d., Radenci agreed by Pivovarna Laško as the seller
and Kofola, družba za upravljanje, d. o. o., as the buyer on 8 January 2015 for the sale of
345,304 RARG shares (a 6.82% share of Radenska), which were seized as the subject of
the enforcement filed by the BAMC. The proceeds of EUR 4,692,681.36 (EUR 13.59 per
share) was paid to the BAMC on 9 April 2015, while the seized shares were transferred to
Kofola on 8 April 2015.
This matter actually concerns the enforcement matter in which the court issued on 22
December 2011 its decision allowing the enforcement against 345,304 pledged RARG
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shares for the payment of EUR 7,349,552.25 (see: Enforcement of NKBM (new creditor
BAMC) against Pivovarna Laško). The enforcement related to the agreement on the pledge
of book-entry securities concluded on 5 June 2009 between Nova kreditna banka Maribor
(NKBM) as the creditor, Center naložbe as the debtor and Pivovarna Laško as the lienor,
according to which Pivovarna Laško pledged the shares as collateral for a loan raised by
Center naložbe with NKBM. The aforementioned agreement on the pledge of book-entry
securities was signed by the former director Boško Šrot on behalf of Pivovarna Laško. On
16 June 2014 the court allowed the BAMC to take the place of the original creditor Nova
KBM, Maribor, as the disposal of the underlying claim had resulted in the automatic
transfer of the lien from the former to the current creditor.
On 25 October 2013, Pivovarna Laško filed criminal charges against the former director of
Pivovarna Laško, Boško Šrot. Pivovarna Laško believes that reasons exist to suspect that
the actions of the former director Boško Šrot, who pledged 345,304 RARG shares with
NKBM pursuant to the pledge agreement of book-entry securities dated 5 June 2009,
constitute an abuse of office or trust in an economic activity, a crime referred to in Article
240 of the Criminal Code (CC). The entity having suffered damages, Pivovarna Laško, will
file a claim for damages in the criminal proceedings.
17. Action of Perutnina Ptuj against Pivovarna Laško
The plaintiff filed a claim against Pivovarna Laško on 31 December 2010 at the District
Court of Celje demanding payment of EUR 10,116,488.71 including costs and interest. The
plaintiff justified its claim by stating that the legal representative of Pivovarna Laško
signed a comfort letter on 10 January 2009 and thus allegedly committed to fulfil the
liability of Perutnina Ptuj to Poslovni sistem Mercator on account of loan contracts. The
proceedings are still pending.
18. Cen Adria, d. o. o. – v stečaju, Matulji (Croatia)
In 2006 Pivovarna Laško filed an application for enforcement against Cen Adria, Matulji,
demanding payment of outstanding invoices totalling Kn 857,292.53 (Euro equivalent of
114,764.73) including costs and interest. Cen Adria appealed against the enforcement
ruling and currently the case is proceeding in the same way as in the case of an appeal
against a payment order in contentious proceedings. In 2006, during the above
proceedings, Cen Adria filed a counter action against Pivovarna Laško and Jadranska
pivovara - Split, Vranjic, demanding payment of damages totalling Kn 25.000.000,00
(Euro equivalent of approx. 3,346,720.21), which Cen Adria allegedly incurred due to the
early termination of the Business Cooperation Agreement (Ugovor o poslovnoj suradnji).
In 2012, bankruptcy proceedings were instigated against Cen Adria.
In the case of Pivovarna Laško against Cen Adria, d. o. o. - v stečaju, Pivovarna Laško
received the judgement of the court of first instance on 8 November 2013 awarding
Pivovarna Laško the total amount of Kn 1,688,990.71 (EUR 221,361.82). Cen Adria
appealed the judgement which is thus not yet final.
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In the case brought by the applicant Cen Adria, d. o. o. - v stečaju, against the defendants
Pivovarna Laško and Jadranska pivovara - Split, for damages in the amount of Kn
25,000,000.00 (EUR 3,346,720.21), on 10 July 2015 Pivovarna Laško received the
judgement in which the court of first instance rejected the entire claim of Cen Adria,
d. o. o. - v stečaju as the plaintiff. Cen Adria appealed the judgement which is thus not yet
final. Pivovarna Laško and Jadranska pivovara - Split responded to the appeal on 27 August
2015.
19. Conclusion of the court settlement with the company MIP, d. o. o., Gornji
vakuf, Bosnia and Herzegovina
Pivovarna Laško had two civil proceedings pending with the company MIP, d. o. o., Gornji
Vakuf, Bosnia and Herzegovina.
On 25 September 2012, Pivovarna Laško filed an action against MIP, d. o. o. demanding
payment of EUR 200,975.51 plus costs and interest due to the failure to pay for the goods
that Pivovarna Laško sold and supplied to the defendant, as well as the payment of EUR
245,316.75 plus costs and interest due to packaging not returned, for a total of EUR
446,292.26 plus costs and interest. On 19 November 2014, the action was partially revoked
for the amount of EUR 245,316.76 relating to packaging, as the defendant returned all
packaging.
In the second matter, on 21 March 2013, Pivovarna Laško received from the Celje District
Court the action of MIP, d. o. o., Gornji Vakuf, for the payment of EUR 1,135,481.43 plus
costs and interest. In the action, the plaintiff demands the payment of damages for loss of
income of EUR 1,085,481.43 alleged to have arisen as a result of the unlawful withdrawal
of Pivovarna Laško from the sales agreement, as well as damages for the loss of reputation
in the amount of EUR 50,000.00.
On 17 November 2015, the litigating parties concluded a court settlement in both civil cases
(commercial disputes). Thus, both civil proceedings (commercial disputes) are now
closed.
20. Action of minority shareholders in Jadranska pivovara – Split
On 4 April 2012, Jadranska pivovara - Split received the action of 28 minority shareholders
challenging the resolution of the General Meeting of Jadranska pivovara adopted on 24
February 2012 on the exclusion of the minority shareholders. On 13 February 2013,
Jadranska pivovara received the judgement of the court of first instance recognising the
claim of two shareholders and finding the resolution on the exclusion of the minority
shareholders void. Jadranska pivovara appealed the judgement. On 10 July 2013, Jadranska
pivovara received the judgement of the Zagreb High Court annulling the decision of the
court of first instance and deciding the case should be re-examined.
On 3 December 2013, Jadranska pivovara received the judgement of the court of first
instance, which again recognised the claim of the two shareholders and found the
resolution on the exclusion of the minority shareholders void. Jadranska pivovara appealed
the judgement. The minority shareholders also appealed against the judgment. The high
court has not ruled on the appeals yet.
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21. Halting the investigation proceedings against Boško Šrot, the former
director, and the legal entity Pivovarna Laško, ref. no. II Kp 53791/2010
On 28 August 2015, Pivovarna Laško received the decision of the Investigations
Department of the District Court in Ljubljana, ref. no. IV CPR 53791/2010, with which the
court halted the investigation against the four accused individuals, including Boško Šrot,
the former director of Pivovarna Laško, and the two accused legal persons, one of which
was Pivovarna Laško, for the offense of fraud under II. in connection with the first
paragraph of Article 217 in connection with Article 25 of the Criminal Code of the Republic
of Slovenia and in relation to point 3, paragraph I of Article 4 of the Act on the liability of
legal persons for offenses. The decision to halt the investigation became final on 7 October
2015.
The accused Boško Šrot was alleged to have committed the offence as the person
authorized to sign the contract on behalf of Pivovarna Laško, in 2005 after the purchase
of 440,891 shares of Mercator (MELR ticker symbol) from SOD. The accused legal person
Pivovarna Laško was allegedly responsible for the action perpetrated by the responsible
person in this way and circumstances since it was done for the benefit of Pivovarna Laško,
which thus obtained an unlawful pecuniary benefit at least equal to SIT 1,984,009,500.00
or EUR 8,279,124.93.
22. Criminal proceedings ref. no. X K 6155/2013
On 29 November 2013, we received notification of the Ljubljana District Court concerning
the pre-trial hearing in the criminal proceedings against Boško Šrot, Matjaž Rutar, Vesna
Rosenfeld and the legal entity Atka-Prima as suspects of crimes according to 244/II of the
Criminal Code, and others.
On 17 January 2014 we informed the court of the course of the claims against Boško Šrot
and the legal entity Atka-Prima for damages, and that we would not claim damages in the
criminal proceedings due to the fact that claims for damages had already been lodged
against Boško Šrot and the legal entity Atka-Prima.
On 24 February 2014, we lodged claims for damages against Vesna Rosenfeld (Pivovarna
Union: EUR 23.2 million) and Matjaž Rutar (Pivovarna Laško EUR 2.3 million, Pivovarna
Union EUR 36.8 million, Delo EUR 8.9 million, Radenska EUR 22.4 million). In the
Agreement on the transfer of claims of 29 July 2015, Pivovarna Laško and Radenska agreed
that Radenska would transfer its claim against the accused Matjaž Rutar, which Radenska
brought as a civil claim, to Pivovarna Laško.
A ruling was issued in the criminal proceedings on 21 November 2014 pronouncing the
defendants Boško Šrot and Matjaž Rutar guilty, while the defendant Vesna Rosenfeld was
acquitted. The court referred the company having sustained damages, Pivovarna Union,
to the civil courts with its civil claim against the acquitted Vesna Rosenfeld. Both the
accused Boško Šrot and Matjaž Rutar appealed. On 18 December 2015, the Ljubljana High
Court acquitted the accused Matjaž Rutar, and partially reduced the sentence of the
accused Boško Šrot. The court referred the Laško Group company having sustained
damages to the civil courts with their civil claims against the acquitted Matjaž Rutar.
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2.12.2 SUBSEQUENT EVENTS
1. Pivovarna Union's claim for damages against Atka-Prima and Boško Šrot
On 11 January 2016, Pivovarna Union received the judgement of the Ljubljana County
Court in the commercial dispute with ref. no. V Pg 522/2011, Pivovarna Union (and Delo,
Ljubljana) against the defendants Atka - Prima, Celje and Boško Šrot, Laško, declaring the
defendants Atka - Prima and Boško Šrot jointly and severally liable to pay Pivovarna Union
the sum of EUR 51,211,176.24 with statutory default interest from 20 December 2014
onwards, and rejecting the claim in the surplus amount (payment of EUR 11,504,266.99
with statutory default interest from 16 February 2011 onwards ). The court ordered the
defendants pay part of the costs of the proceedings of EUR 219,184.32 The judgement is
not yet final.
This case concerns the court's decision on the claim for damages brought on 15 February
2011 by Pivovarna Union against the company Atka-Prima as the former parent company
of the Group and Boško Šrot, demanding the defendants pay damages in the amount of
EUR 51,662,307.74 plus costs and interest, which, considering the partial payments and
up to the date of the last partial payment of the accrued statutory interest. amounted to
EUR 66,022,970.31, together with default interest on the amount of EUR 51,662,307.74
from 20 December 2014 until payment. Pivovarna Union sustained damages as a result
of the loans it provided to Infond Holding and Center Naložbe in 2008 and 2009, due to
the damaging instructions of Boško Šrot as the owner and director of the company AtkaPrima.
2. Notice of Heineken International B.V., Amsterdam of the result of its
takeover bid
On 18 January 2016, Heineken International B. V., Amsterdam, (hereinafter: acquirer)
published in the Delo newspaper a notice on the outcome of the takeover bid for the shares
of Pivovarna Laško, d. d., Trubarjeva 28, Laško with the PILR ticker symbol (hereinafter:
shares of the target company), which was published on 17 November 2015 on the basis of
the authorization of the Securities Market Agency no. 40201-14/2015-7 dated 10 November
2015 and the amendment of the outcome of the takeover bid of 20 January 2016.
During the period of the takeover bid, namely from 18 November 2015 (inclusive) and up
to and including 15 January 2016 by noon, the bid was accepted by 4,030 or acceptors
(shareholders) who were holders of a total of 3,804,477 shares of the Company,
representing 43.49% of all issued shares of the target company. Including the 4,673,941
shares owned on the date of publication of the takeover bid, the acquirer thus held a total
of 8,478,418 shares of the Company, which represents 96.92% of all issued shares of the
target company.
3. SMA's decision on the success of the takeover bid
(hereinafter: the Agency), ref. no. 40201-14/2015-16 dated 20 January 2016, in which the
Agency concluded that the takeover bid of Heineken International B. V., Amsterdam for
8,747,652 ordinary registered shares of the same class with voting rights and with the
PILR ticker symbol, less the 4,673,941 PILR shares the transferee already owned, giving a
95
total of 4,073,711 ordinary registered shares of the same class with voting rights with the
PILR ticker symbol issued by the target company Pivovarna Laško, d. d., Trubarjeva ulica
28, Laško, which was valid between 18 November 2015 and 15 January 2016, was successful.
Pivovarna Laško published the Agency's decision on the success of the takeover bid on 22
January 2016 in the Delo daily newspaper, on the website of the Ljubljana Stock Exchange
(SEOnet) and on the company website www.pivo-lasko.si.
4. Change of members - employee representatives in the Supervisory Board
As of 3 February 2016, Member of the Supervisory Board of Pivovarna Laško - employee
representative Dragica Čepin resigned as Member and Vice-Chairperson of the
Supervisory Board of Pivovarna Laško.
The workers’ council appointed Bostjan Teršek as new member of the Supervisory Board
of Pivovarna Laško - employee representatives as of 11 February 2016.
At its session held on 15 February 2016, the Supervisory Board of Pivovarna Laško Nataša
Kočar as Vice Chairperson of the Supervisory Board.
2.13 Development milestones
190 YEARS HAVE PASSED SINCE THEN, DURING WHICH PIVOVARNA LAŠKO HAS
GROWN FROM A LOCAL BREWERY INTO ONE OF THE LEADING PRODUCERS OF
BEER IN SLOVENIAN MARKET. WHILE IN 2016, UNDER THE OWNERSHIP OF
HEINEKEN, THE COMPANY CONTINUES TO MAINTAIN OUR CORE STRATEGIC
ACTIVITY.
1825
Historical beginnings of Pivovarna Laško. A producer and seller of honey and gingerbread, Mr Franz Geyer, establishes a crafts brewery in the former Valvasor Špital, whose
building still stands today.
1838
The brewery is bought by Mr Heinrich August Uhlich who begins to export beer to India
and Egypt.
1867
Mr Anton Larisch constructs the largest brewery of the time in Lower Styria at the bottom
of St. Kristof and Šmihel.
1889
The brewery is purchased by an extremely nationally oriented brewer from Žalec, Mr
Simon Kukec. As a novelty, he brews light and dark thermal beer as well as Ležak and
Porter beer which is later renamed to Dark Laško beer. The Laško pivo brand becomes
increasingly more validated and is also sold in Egypt and Budapest.
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1924
The brewery brews its final beer. The Ljubljana Brewery Union secretly buys up the
majority of its shares and ceases production. The closing of the Laško brewery has more
than just a material effect. The innkeepers warmly welcome the initiators of the brewery’s
reopening.
1929
The representatives of innkeeper cooperatives decide to construct a catering shareholding
brewery in Laško.
1938
After many complications and severe opposition by the competition, they open the
shareholders’ brewery Pivovarna Laško and present the new Laško beer under the
trademark Zlatorog. Drinkers of the beer like the beer so much that German occupiers
allow maintenance of the Laško beer brand due to the quality of the beer.
1944
Because of the bombing of the railway bridge the brewery was also hit and demolished.
After World War II production in the brewery began again already in 1946 and was
officially established in 1947.
Since World War II Pivovarna Laško has constituted a single company the entire time.
Particularly after 1960, the company recorded an extraordinary development in sales: from
60,000 hectolitres to 1,300,000 hectolitres.
1990
After harmonization with the provisions of the Companies Act, the organization of the
socially owned company is entered into the court register on the basis of the court decision
No Srg 23/90 of 31 May 1990.
1991
In accordance with the provisions of the Companies Act, the Company is transformed into
a public limited company in mixed ownership. On 30 September 1991 the share capital
and social capital of the company is assessed and a division of shares implemented.
1995
At the first general meeting of shareholders on 20 April 1995, Pivovarna Laško is subject
to ownership transformation into a joint stock company with known owners. The
company was entered into the court register with decision no. Srg 673/95 of 8 September
1995. The company becomes a public limited company with more than 15,000
shareholders.
97
2000
Capital connections with Radenska, Radenci, Jadranska Pivovara, Split, and Vital,
Mestinje, represent one of the most significant turning points in the company history. A
new business strategy for development begins.
2002
The company succeeds with a public takeover bid of Pivovarna Union, Ljubljana. It obtains
47.86% of all its shares.
2003
Continuation of capital investments. The company gains a 24.98% share in Delo,
Ljubljana. The company becomes its largest owner.
2004
In December, the company obtains additional 27,011 shares (5.98% of the assets) of the
public limited company Union Ljubljana. Pivovarna Laško becomes a 53.85% owner of all
shares of Union.
2005
In February the company buys the entire ownership stake namely 186,400 shares of the
issuer Pivovarna Union, Ljubljana from Interbrew Central European Holding B. V.,
Netherlands, thus becoming the majority owner with a 95.17% stake of the company.
In May, the Competition Protection Office issues consent for the announced
concentration of the companies Pivovarna Laško and Pivovarna Union.
2006
Transfer of 106,950 newly issued shares of Poslovni sistem Mercator, Ljubljana, from
Slovenska odškodninska družba to Pivovarna Laško. After the aforementioned transfer,
the public limited company Pivovarna Laško owns 317,498 MELR shares or an 8.34% stake
in Mercator.
2007
The takeover bid for the buyout of shares of the company Delo, časopisno in založniško
podjetje, Ljubljana. The acquirers Pivovarna Laško, Radenska, and Talis now possess a
total of 628,044 shares, representing a 94.09% stake in the target company.
2008
A takeover bid for the purchase of shares of Pivovarna Laško was published in February.
The acquirers, Infond Holding, Maribor, Cestno Podjetje Maribor, Fidina, Ljubljana and
Koto, Ljubljana, acquire a total of 4,818,151 shares, representing a 55.08% stake in the target
company. The acquirers offered EUR 88.00 per PILR share and 2,488 shareholders of
Pivovarna Laško accepted the takeover bid. As at 31 December 2008, Infond Holding is
the majority owner of the company Pivovarna Laško with a 52.97% stake.
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2009
In the period from August to September 2009, the creditor banks, namely NLB, Hypo
Alpe-Adria-Bank, Abanka, Banka Celje, Gorenjska Banka, Probanka, Nova kreditna banka
Maribor and Banka Koper were acquiring shares of Pivovarna Laško (PILR) held by the
company Infond Holding and pledged as insurance for the bank loans. The banks thus
acquired significant ownership stakes in Pivovarna Laško. As of 5 August 2009, Infond
Holding, Maribor is no longer the majority owner of Pivovarna Laško.
2010
On 23 April 2010, the Supervisory Board confirms the bases of the new business model
and reorganisation of the Laško Group that has been prepared and submitted by the
Management Board and also confirms the bases for the growth strategy of the Laško
Group up to 2014. The new business model envisages the restructuring of the Pivovarna
Laško Group into a contractual and afterwards into a unified company.
In their letter dated 18 August 2010, the creditor banks (some at the same time the owners)
of Pivovarna Laško responded and requested amendments to the strategy in terms of the
disposal of all Mercator shares owned by the Laško Group. As a result, the Group
presented a newly amended strategy of the Pivovarna Laško Group to 2014, which includes
the sale of the complete 23.34% ownership stake in Mercator. The strategy was approved
by the Supervisory Board of Pivovarna Laško at its 22nd regular meeting of 27 September
2010.
2013
On 20 December 2013, NLB transferred to Družba za upravljanje terjatev bank, d. d.,
Ljubljana (the Banking Asset Management Company - BAMC) its total holding of
2,056,738 PILR shares, accounting for a 23.51% share. Pivovarna Laško was informed of
this by the BAMC on 9 January 2014. Pivovarna Laško received notification of the transfer
(purchase) of the shares in Pivovarna Laško from NLB on 9 January 2014. Through this
transfer, the BAMC became the largest shareholder in Pivovarna Laško.
2015
Pivovarna Laško received the decision of the Securities Market Agency establishing that
the takeover bid of Heineken International, B. V., Amsterdam, valid between 18 November
2015 and 15 January 2016, was successful.
During the period of the takeover bid, the bid was accepted by 4,030 shareholders who
were holders of a total of 3,804,250 shares of the Company, representing 43.49% of all
issued shares of the target company. Including the 4,673,941 shares owned on the date of
publication of the takeover bid, the acquirer thus held a total of 8,478,191 shares of the
Company, which represents 96.92% of all issued PILR shares.
As at 31 January 2016, Heineken International B. V., Amsterdam holds 8,530,099 PILR
shares and holds 97.51% of all issued shares of Pivovarna Laško.
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Annual report 2015 / Sustainable development
3 SUSTAINABLE DEVELOPMENT
3.1 Human resources management in the Laško Group
EMPLOYEES ARE THE CORNERSTONE OF GOOD MANAGEMENT, AS THEIR
KNOWLEDGE, PERSEVERANCE AND ABILITIES CONTRIBUTE TO GOOD QUALITY,
WHICH IS THE BASIS FOR THE SATISFACTION OF OUR CUSTOMERS.
Employee satisfaction is an important objective of Pivovarna Laško, since this is one of the
conditions for sound business performance. As a result, we successfully provide a healthy
and safe working environment and ensure good cooperation between employees, which
is an area we shall continue to focus on the future, as this strengthens employee loyalty to
the company and lets the employees shine. Employees are the cornerstone of good
management, as their knowledge, perseverance and abilities contribute to good quality,
which is the basis for the satisfaction of our customers.
3.1.1
EMPLOYEE SATISFACTION
In 2015, employees of the Laško Group enjoyed further benefits such as:
 payment of contributions to the additional voluntary pension scheme for all employees
on permanent employment contracts,
 holiday accommodation at reasonable prices in Laško Group facilities located at the
seaside, in the mountains and thermal spas. Employees can make use of the holiday
accommodation of various Group companies,
 awareness raising and health and safety at work training, a pleasant working
environment and regular medical checks.
 employees' children received a Christmas gift at the end of the year,
 employees that encounter specific social and health problems are entitled to receive
emergency aid,
 employee care does not end at retirement as we care for our former employees by
organising a New Year's meeting every year and give them a token gift at that occasion.
100
Number of employees per
Laško Group company as at 31 December 2015
Number of employees
Share in %
317
363
5
35
33
14
5
745
40.7
46.9
0.7
4.7
4.4
1.9
0.7
100.0
Vital Mestinje, d. o. o.
Laško Grupa Kosovo, Sh. p. k.
Total
Note: Pivovarna Laško and Pivovarna Union employed 27 people - the Chairman and Members of the
Management Board and executives with special powers and responsibilities, which are employed part-time
by both companies. In both companies, the number of employees as at 31 December 2015 equals the actual
number of employees, while 27 employees have been deducted from the grand total for the Laško Group.
The share is calculated under the assumption that Members of the Management Board are employed parttime.
The Laško Group employs 745 people, of whom 715 were employed by companies based
in Slovenia. Employees in the Group's beverage companies prevail. The number of
employees decreased by 7.6% or by 59 employees compared to 2014.
Number of employees in the Laško Group temporary and permanent employees
(Employees as at 31 Dec)
2013
2014
2015
Difference
2015-14
Permanent employment
Temporary employment
Part time employment
Interns
Total
712
68
22
3
805
689
61
81
831
663
37
72
772
-26
-24
-9
-59
Index
2015/14
96.2
60.7
88.9
/
92.9
Note: Pivovarna Laško and Pivovarna Union employed 27 people - the Chairman and Members of the
Management Board and executives with special powers and responsibilities, which are employed part-time
by both companies. In both companies, the number of employees as at 31 December 2015 equals the actual
number of employees, while 27 employees have been deducted from the grand total for the Laško Group.
The share is calculated under the assumption that Members of the Management Board are employed parttime.
The Laško Group employed 735 people or 95.21% of all employees for an indefinite period,
and 37 persons for a definite period of time. Fixed-term employees are employed mainly
in the absence of another employee or in the event of a temporary increase in the
workload. The number of temporary employees decreased by 24 people compared with
the previous year.
The table shows that at the Laško Group level, most employees are employed full time
(93.9%), while a small number (6.1% of employees or 45 people) are employed part-time.
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Of the latter number, 18 employees have a recognized disability and in accordance with
the decision of the ZPIZ are entitled to part-time work, while 27 people were employed
part-time in two companies - Pivovarna Laško and Pivovarna Union.
3.1.2
AGE STRUCTURE OF EMPLOYEES
As at 31 December 2015, the actual age structure of employees was as follows:
Number of employees by
age category
(Age as at 31 Dec)
2013
2014
2015
Difference
2015-14
Younger than 30
Between 30 and 40
Between 41 and 50
Between 51 and 60
Older than 60
Total
65
183
323
225
9
805
48
216
334
227
6
831
41
191
316
221
3
772
-7
-25
-18
-6
-3
-59
Index
2015/14
85.4
88.4
94.6
97.4
50.0
92.9
The data shows that the number of employees by age structure decreased in all age groups.
In comparison with the previous year, the proportion of employees aged between 30 and
40 years and between 41 and 50 years fell the greatest. The majority of employees are aged
between 41 and 50 years.
3.1.3
EDUCATIONAL STRUCTURE OF EMPLOYEES
In addition to training, where we primarily focus on the implementation of statutory
training, participants also receive training on product quality, sales, IT, finance and
accounting, languages and other specialist areas. By participating at various seminars,
courses and workshops, participants acquire additional skills to perform their workplace
tasks. Training is provided both externally and internally. A significant number of
employees participated in internal training, where they became better acquainted with the
principal activity of the Laško Group.
102
Number of employees by
level of education
(Education as at 31 Dec)
primary school
2nd level
lower vocational school
3rd level
middle vocational school
4th level
grammar school, technical
secondary, general and other
school
5th level
college
6th level -1
technical college
6th level -2
university graduate degree, postcollege specialisation
7th level
master of science, postgraduate
specialisation
8th level -1
Doctor of science
8th level -2
Total
3.1.4
2013
2014
2015
Difference
2015-14
Index
2015/14
107
122
111
-11
91.0
-
19
9
-10
47.4
232
220
193
-27
87.7
229
205
198
-7
96.6
34
76
77
1
101.3
118
56
53
-3
94.6
71
114
111
-3
97.4
13
17
18
1
105.9
1
2
2
-
100.0
805
831
772
-59
92.9
SAFETY AND HEALTH AT WORK
The attention of the employees is regularly drawn to the importance of safe and healthy
working conditions that are provided to them. They are also regularly provided with the
prescribed protective equipment and means of protection. Regular checks of posts, the
control of using working and protective clothes and the emphasis placed on potential
threats related to a post play an important role in the prevention of accidents at work.
Regular training courses focusing on safety and health at work are often provided as well
as regular medical checks.
103
Safety piramid
0f Pivovarna Laško, d. d.,
for year 2015
In 2015, Pivovarna Laško
recorded two workplace
accidents, both occurring
in the kitchen. One
accident involved hot
water and resulted in
burns, while the other
involved a cut to a finger.
In order to reduce the number of workplace injuries we have introduced additional
measures in the field of ensuring workplace safety. We have signposted areas used by both
pedestrians and vehicles, while we have also introduced reflective vests, protective
footwear and protective eyewear in areas involving glass and have prescribed employees
must use special gloves at positions involving the risk of cuts.
3.2 Communications
IN 2015, PIVOVARNA LAŠKO CONTINUED TO IMPLEMENT ITS COMMUNICATION
STRATEGY BASED ON SYSTEMATIC, TWO-WAY COMMUNICATION OF THE
COMPANY WITH ITS INTERNAL AND EXTERNAL ENVIRONMENT. IN ADDITION,
COMMUNICATION THROUGH SOCIAL NETWORKS CONTINUED.
In 2015, Pivovarna Laško continued its communication strategy of systematic two-way
communication between the company and its internal and external environment. The
team of Pivovarna Laško provides communications in accordance with the plan and adapts
the tactics and tools to interests of various groups of the public that impact the operations
of the company.
3.2.1
COMMUNICATIONS WITH INVESTORS
In accordance with the law, Pivovarna Laško continues to provide investors and potential
investors with sufficient, accurate and timely information, thus complying with the
Company’s information disclosure policy which encompasses business performance in
the past and strategic development of the Company in the future.
Since the shares of Pivovarna Laško are quoted on the Ljubljana Stock Exchange, the
company is legally obligated to publish the prescribed information on the website of the
Ljubljana Stock Exchange (seonet.ljse.si), and to also publish this information on the
website of the Company (pivo-lasko.si).
104
Communication with investors and potential investors was performed through regular
general meetings of shareholders, press conferences organised for the purpose of
reporting on interim and annual operating results, individual meetings of representatives
of the Company with representatives of investment companies, and the announcement of
interim and annual reports in printed media and on the Company’s web site.
3.2.2 COMMUNICATIONS WITH THE MEDIA
Intensive media communication activities were implemented in 2015. Pivovarna Laško
regularly informs the media of the activities of the Company, its business operations,
plans and strategic guidelines via press releases. Relations with the media are based on
planned, two-way cooperation, timely and concurrent responses to the questions of
journalists in accordance with applicable standards of the public relations profession.
3.2.3
COMMUNICATIONS WITH CUSTOMERS
In 2015, for the seventh year in a row, operators were available at the 080 1825 toll-free
telephone number that accepts customer orders for all Laško Group products. The call
centre located in the Distribution Centre of the Laško Group in Ljubljana takes orders for
all distribution channels (trade, catering and institutions). In its five years of operation,
the call centre has established itself well among customers who see it as a key tool for
ordering products which is now easier and more user friendly.
3.2.4 COMMUNICATIONS WITH EMPLOYEES
Communications with employees are based on healthy mutual relationships and are one
of the essential elements for attaining good business results of the Company. The proper
implementation of internal communication plans provides for the sufficient information,
motivation and satisfaction of employees. Pivovarna Laško continuously informs
employees of relevant information and of press releases. At the highest frequency points
in the Company, bulletin boards are available and in recent years the information
provision via the Internet has been gaining importance. The Intranet systems of Pivovarna
Laško and of the Laško Group are also important internal communication tools. The use
of this new tool has increased alongside the increased needs for mutual communications
between different organizational departments and mixed project teams. The Intranet
enables interested persons joint access to specific documents. As a communication tool it
has significantly contributed to the increased effectiveness of business processes. This
year we also continued informing employees through the "newsletter".
In seven years after resuming the publication of the Pivovarna Laško newsletter “Laško
brewer” which is intended for employees of Pivovarna Laško and colleagues in the Laško
Group and also available to other interested persons, the newsletter has established itself
as one of the key information tools for informing the internal and other interested groups
of the public. In 2015, the newsletter was given a new graphic image and also rebranded
as "Brewer". Employees can receive "Brewer" in electronic format; printed copies are
available at five points within the Company and at two points in other subsidiaries, while
printed copies are also provided to Pivovarna Laško retirees, the press and representatives
of other segments of the public. The newsletter is also available as a file on the Pivovarna
Laško website. With a view to promoting awareness, during the year we issued
105
commemorative internal bulletins (the 190th anniversary of Pivovarna Laško, the 51st
anniversary of the Beer and flowers festival, etc.).
3.3 Corporate social responsibility
SPORTS AND CULTURE, AS WELL AS CONCERN FOR THE ENVIRONMENT,
CONTINUED TO BE TOP PRIORITIES ALSO IN 2015.
Social responsibility is one of the most important traditional values adopted in the
companies of the Laško Group. In 2015 we continued implementing projects that ground
the Laško Group companies in their environment. We continued to reduce the net weight
of plastic bottles and support recycling projects, thus contributing to reducing the burden
on the environment. We also continued projects aimed at reducing the environmental
footprint of the companies by reducing and rationalising the use of natural resources and
energy.
Laško Group companies remained some of the most important Slovenian sponsors of top
sports in 2015 and thus contributed to the achievements of Slovenian teams, other
Slovenian sports teams and individual athletes at various competitions. During the year,
Laško Group companies were actively involved in the success of the Slovenian national
football team, in the Maribor Football Club winning the national championship, in the
success of the Slovenian national basketball team, the successes of the Slovenian ski
jumping team, the double success of the Pivovarna Laško Celje Handball Club, in the
organization of the European Basketball Championship in Croatia, the organization of all
major marathons (both running and cycling) and in many other projects. We successfully
continued our cooperation with the largest film festival in the region (the Sarajevo Film
Festival).
In 2015, Pivovarna Laško continued to organise one of the most visited tourist and
entertainment events in Slovenia – the Pivo in cvetje (Beer and flowers) Festival that we
have managed to give new impetus and added value in terms of the content for the
numerous guests who have been coming to this event for decades. In 2015 the Festival
celebrated its 51st anniversary and saw record-breaking visitor numbers, as the event was
visited by 135,000 visitors, while more than ¼ million pints of beer were consumed. The
event, which took place on 5 musical stages with the participation of over 50 guests,
attracted 165 media representatives.
The companies of the Laško Group continue to actively support civil society organisations
at the local or national level.
106
3.4 Environmental protection
IT IS OUR CONVICTION THAT ONLY SUSTAINABLE OPERATIONS CAN ENSURE OUR
LONG-TERM EXISTENCE AND THUS ALSO PROVIDE A BETTER FUTURE FOR
OURSELVES AND FOR OUR ENVIRONMENT.
The Laško Group strategy clearly discusses sustainable operation, not only in relation to
its employees and society, but there are also many highlights and commitments associated
with the natural environment in which the Laško Group operates, and to the attitude and
respect for all water and energy resources needed for its operations. Our long-standing
efforts to improve our efficiency and ensure the optimal use of all means and resources
were at the end of 2015 summarised in the first Sustainability Report of the Laško Group.
This includes all our efforts for sustainability over the last three years or even more, and
covers projects that already started prior to this and are still pending. We ingrain them
into our technological processes, from inputs and raw materials, to the use and treatment
of the output materials and emissions. By drafting this report, we recorded the current
status and prepared the bases for a long-term sustainable footprint that we will continue
to ensure through the growing synergies between the two breweries. In the future, the
sustainability indicators, which measure our operations in a sustainable way, will be
systematically expanded and thus we shall gain additional leverage in the long-term
management of sustainable development in new areas, which is our strategic goal. We
understand our sustainable actions in accordance with the philosophy of life cycle
assessment (LCA), and thus every step is important in bringing this cycle to life. We try to
return to the environmentally at least part of what we take from it. When issuing the
Sustainability report, for each memory stick made from the wood resulting from the sleet
in 2014, we contributed funds to the Slovenian Scouts Association for the purchase of tree
saplings.
In 2015, our ISO 14001 certification also helped steer our operational sustainability. We
are getting close to or even exceed the targets for increasing efficiency and reducing
production waste and rejects, thus reducing the impact on the environment. We select
technological equipment carefully and each year, we define new criteria for the most
efficient and environmentally friendly technology. Both breweries passed their routine
inspections very successfully. There were no major non-conformities. We can only
mention our active participation in the elimination of above-average unpleasant odours
from the aerobic part of the Strensko treatment plant, to which (in the second phase of
cleaning) the pre-treated brewing wastewater is also connected. Also in 2015, the anaerobic
treatment of wastewater from Pivovarna Laško reduced consumption of natural gas.
Natural gas was replaced by biogas, which is classified as a renewable source of thermal
energy for steam production in the boiler room.
In 2015, Pivovarna Union boasts a major energy project - the construction of the new
boiler. The targets for reducing specific energy consumption are some of the most
important targets of both breweries. The same is true for the economical and optimal use
of water, as well as all chemicals entering or exiting the process. The renovation of the S4
wet filling line for bottling in Pivovarna Union and the wet part of ST2 in Pivovarna Laško
are two important projects. Waste reduction and careful separation of waste is an everyday
process at both breweries.
107
As the largest brewers in Slovenia, we play a central role in the market in the field of
sustainable development and support a number of initiatives in the transition to a more
sustainable society. We are deeply rooted into the social environment, the society and
nature. It is our conviction that only sustainable operations can ensure our long-term
existence and thus also provide a better future for ourselves and for our environment.
3.4.1
ECOLOGICAL REPORT OF PIVOVARNA LAŠKO
An environmentally responsible company reduces its environmental impact as a result of
its operations. The sustainable development strategy in the field of eco-efficiency is one of
the strategic orientations of the company strived for by all the employees. The company
strives for a steady increase in the efficiency of raw materials, reduction of production
wastage and rejects, and improvement of our impact on the environment, which is proven
to bring long-term results, which are also reflected in the increased profits of companies,
particularly in strengthening their reputation and brand awareness.
When investing into technology, the criteria based on which a supplier is selected are
important and should include energy and ecological characteristics. A certain share of
revenue is used to cover direct environmental costs of operations.
Increasing environmental awareness, the education of professional personnel and
practical implementation of processes by all the employees form a path to establish an
efficient system of environmental management.
In 2015, we recorded only one environmental incident due to the operation of the
company, namely a public complaint due to the stench from the Strensko treatment plant.
We carried out operational corrections and monitored airborne emissions. Based on the
measurements, we will in 2016 make the appropriate capital investments that will reduce
emissions resulting from the operation of the Strensko treatment plant. There were no
other cases of complaints or extraordinary environmental incidents.
The A high level of environmental management and corporate strategy has been proven
for the second year in a row with our ISO 14001 certification. Recertification was
conducted in November and thus we continue to maintain a high level of implementation
of processes, monitoring of records, setting goals and systemic harmonisation procedures
and documentation in the field of environmental activities. The statutory annual reports
were submitted to the Environmental Agency of the Republic of Slovenia within the
prescribed deadlines, and environmental taxes and fees were paid regularly.
The 2015 environmental goals were to:
 reduce energy consumption and CO2,
 control the efficiency of raw materials in the brewery,
 improve the overall efficiency and capacity utilization of the bottling lines,
 reduce the wastage of beer in the production process.
The anaerobic waste water treatment plant of Pivovarna Laško ensures adequate treatment
of the entire quantities of waste technological water. As an authorised measurement
provider, the Institute of Public Health Maribor regularly performs monitoring of influx
108
and outflow of the treatment plant, establishing the high level of purification in
accordance with the statutory provisions. Bio gas is generated as a by-product in the waste
water treatment plant and represents a source of heat energy for the production of steam
in the boiler room; 317,167 Sm3 such gas was used, representing 12% of the total natural
gas consumption.
In 2015, we carried out the periodic monitoring of emissions as prescribed in the
environmental permit. Every third year we measure airborne emissions and noise
measurements in the environment. The results of measurements conducted by the
authorized institution Kova, d. o. o. Celje evidenced that all measured parameters at all
sites are in compliance with the requirements, thus also practically demonstrating the
appropriateness of the company's operations in accordance with the relevant legislative
requirements.
Specific use of greenhouse gases emission
from the combustion of natural gas
5.20
5.10
5.05
IN KG CO2 / HL
5.00
4.80
4.67
4.60
4.40
4.20
4.00
2013
2014
2015
The specific use of electricity for production and other processes amounts to 11.75 kWh per
hl of beer, representing a drop of 1.4% compared to the previous year. Specific
consumption of natural gas totalled 2.8 Sm3 per hl of sold beer and is thus 2% higher than
in the previous year.
Use of natural resources in Pivovarna Laško, d. d.
(pumped and channelled water)
Cumulative
figure for 2015
Cumulative
figure for 2014
3
568,910
630,969
90.2
3
334,076
349,924
95.5
Unit of measure
Water used
Water supplied to the
cleaning plant
m
m
Electricity
MWh
Gas
Sm
CO2 emissions
3
t
Index 15/14
12,512
12,809
97.7
2,763,416
2,790,065
99.0
4,975
5,639
88.2
In beer production and filling, measures to reduce the use of fresh water were also adopted
in 2015 in accordance with best practice and through the support of relevant
109
measurements. In the past year we recorded specific consumption of fresh water of 5.34
hl per hl of beer and water produced, which is 6% less than in the previous year and
demonstrates the effectiveness of the implemented water saving measures.
The main technological measure was the establishment of the single-phase cleaning of
pressure tanks, resulting in annual savings of 1,800 m3 of fresh water for rinsing.
However, the most important improvement in the field of water consumption is certainly
the investment in the wet part of the ST2 line. Already in the design of the filling line we
considered major environmental and energy parameters, such as water consumption,
energy efficiency and the use of cleaning agents. We thus transferred the filling beer into
returnable bottles from the old, wasteful line to the new line. Since full relocation was
completed in the middle of the year, we expect a positive effect on the trend of water
consumption and energy also throughout 2016.
Specific water use
5.90
5.82
IN HL / HL
5.71
5.70
5.50
5.34
5.30
5.10
2013
2014
2015
The system of prevention and separate collection of waste at the site where waste is
generated and the storage of waste at two dedicated sites continues to work well in
accordance with the Waste Management Plan. The companies regularly monitor record
sheets on the quantity and type of waste generated in the computer IT system for issuing
and archiving record sheets for waste in the Waste IT system. The high level of separation
allows us to achieve the annual trend of reducing the generation of mixed municipal
waste.
The annual use of chemicals is presented in the following two tables.
Annual use of chemicals
Unit of measure
2015
2014
Index 15/14
287,322
48,415
288,902
49,300
99.5
98.2
Sodium hydroxide, 50% NaOH
Nitric acid, 50% HNO3
kg
kg
Sulphuric acid, 96% H2SO4
kg
50,380
43,732
115.2
Lubricants
kg
20,685
22,200
93.2
110
Specific use of chemicals
(annually)
(kg / hl)
Target 2015
2015
Index 15/14
Target 2016
Caustic soda, 35% NaOH
Nitric acid, 50% HNO3
0.25
0.04
0.27
0.05
104.0
125.0
0.26
0.04
Sulphuric acid, 96% H2SO4
0.04
0.05
125.0
0.04
Specific use of technical chemicals
0.40
0.31
IN KG / HL
0.30
0.26
0.27
0.20
0.05
0.10
0.04
0.04
0.04
0.05
2014
2015
0.05
NaOH
HCl
HNO3
0.00
2013
3.4.2 ECOLOGICAL REPORT OF PIVOVARNA UNION, LJUBLJANA
At Pivovarna Union, environmental responsibility is ingrained into daily business life.
With the aim of continuing to reduce emissions into the environment, optimizing the use
of natural resources and energy, we follow the guidelines a circular economy and
introduce contemporary environmental practices. We introduced the international ISO
14001 standard, which dictates that we set and realise ambitious environmental objectives.
Pivovarna Union has established a system for the identification of environmental risks,
which aims to reduce and prevent their occurrence. With a variety of measures, such as
updating and maintaining technological equipment and introducing modern and
environmentally friendly technologies, we reduce the likelihood of such events and ensure
effective action upon their occurrence. Communication with employees, the local and the
broader community also forms part of our environmental protection activities. By raising
awareness and educating, we foster the high environmental awareness and responsibility
of all employees. In 2015 we recorded no incident with an adverse impact on the
environment.
A regular annual inspection was performed in 2015, which established that the plant
operates in line with the applicable environmental legislation. The following main areas
of environmental protection were the subject of the inspection:
 the proportion of pH measurements at the measurement dam - the regular delivery of
the wastewater monitoring results to the Inspectorate,
 field inspection of the separate collection of waste fractions at the site of the brewery no findings,
111
 control of equipment containing OSS and FTP - we updated the summary tables with
the quantities and types of refrigerants, as well as the records of service interventions
and equipment tightness inspections,
 handling of packaging placed on the market - no findings,
 airborne emissions and noise emissions - no findings,
 storage of hazardous substances - no findings,
 payment of environmental fees - no findings.
The construction of the new boiler is the most important project started in the field of
energy in recent decades. Due to the different technology employed (replacement of steam
with hot-water boilers), we expect lower heat losses and to operate at lower operating
temperatures. The specific consumption of energy (natural gas) will decrease as a result,
while the concentration of NOx and SOx in the flue gases will be lower due to better
combustion conditions. Because of this change in the functioning of the device, we filed
an application with the EARS for modification of the existing environmental permit (EP).
As stipulated by the Regulations on emissions from combustion plants, we also filed an
application for modification of the permit to emit greenhouse gases (GHG) into the
atmosphere. Both administrative procedures will be completed in 2016.
Due to the ISO 14001 environmental certificate, we are committed to the continuous
reduction of all our impacts on the environment. We recognize our responsibility to the
natural environment, and every year set ourselves the task of regularly meeting the set
environmental goals. As part of the regular annual review of the management system, we
passed the assessment according to this standard.
The main objectives we have set ourselves for 2016 include:
 We shall review the advantage of also taking account of the environmental standard of
vehicles as a selection criterion in the process of selecting suppliers of transport
services,
 we shall update and upgrade the system in the event of spills and the release of
hazardous substances,
 in the context of the regular training of employees, we shall add new content from the
field of environmental protection,
 we shall define reducing the consumption of water, chemicals and energy as a
permanent goal.
In 2015, we continued monitoring and optimizing the use of chemicals, water and energy.
In October we restored the recovery system for excess process water, which is now used
in the cooling system in the discharge of surplus energy. This efficient recovery process
also reduced the amount of water pumped. The currently estimated annual capacity
consumption is approximately 30,000 m3, which correlates to approximately 5% of the
entire pumped volume of water. In 2015, we spent 1,000 m3 of recovered water. Before
putting the system in operation, we upgraded the following in order to improve
microbiological stability:
112
 by enabling the automatic cleaning (CIP) of the tank system,
 by ensuring biocide treatment of recovered water, by ensuring ORP automation,
 by ensuring daily chemical and microbiological control of recovered water.
The most important project begun in 2015 and which will be completed in 2016 is the
technology change in the washing programmes for the technological equipment used in
beer production. The so-called acid washing of the cylindrical tanks used in the
fermentation and aging of beer, is the latest trend to appear in the brewing industry. Such
washing is expected to reduce the content of pollutants in waste water, the quantity of
emissions released into the atmosphere and electricity consumption. In addition to
improving environmental parameters, this will also ensure a better quality product.
In 2015, we carried out an important investment - the renovation of the wet part of the S4
filling line used for filling returnable bottles. The project included the replacement of the
bottle washing machine. The project was already designed from the outset to ensure the
optimal use of chemicals, energy and process water for its operation. In addition to
improving the quality of washing, the specific consumption of process water, chemicals
and energy has declined.
The following charts shows the consumption trends through specific consumption. The
three-year comparative period is shown to illustrate the trend.
Specific water use
4.60
4.51
IN HL / HL
4.50
4.40
4.30
4.30
4.19
4.20
4.10
4.00
2013
2014
2015
Specific water consumption shows the ratio of water pumped compared to the quantities
of product filled. The main factors involved in the reduction of specific water consumption
include the replacement of the washing device used for washing bottles (S4), reuse of the
recovered water and optimizing the system used to lubricate conveyors in the filling line.
We have also set the objective of reducing specific consumption in 2016.
113
Specific use of greenhouse gases emission
from the combustion of natural gas
4.60
4.51
IN KG CO2 / HL
4.50
4.40
4.36
4.32
4.30
4.20
4.10
4.00
2013
2014
2015
Specific use of greenhouse gases emissions is the ratio between the emissions resulting
from combustion of natural gas and quantities of product filled. As a result of the boiler
room renovation, we expect improved operational efficiency and consequently better
economy of the device. Both boilers will begin to operate in 2016 when we expect a
reduction in specific use of natural gas.
Specific use of technical chemicals
0.70
0.62
0.58
0.60
0.53
IN KG / HL
0.50
0.40
0.30
0.20
0.20
0.10
0.19
0.05
0.14
0.03
0.04
NaOH
HCl
HNO3
0.00
2013
2014
2015
Specific use of technical chemicals is the ratio between the chemicals used and quantities
of product filled. We achieved a reduction in the use of caustic soda or sodium hydroxide
(NaOH) and Hydrogen Chloride (HCl) by replacing the bottle washing machine (S4).
Reduced use of chemicals in the production technology also means a reduction in
concentration of contaminants in the waste process water.
The aim of the waste management strategy adopted by Pivovarna Union is to prevent
waste occurring and ensure accelerated waste separation at source. To this aim we have
designed our own waste management system. In the beverages production and filling
plants we have installed new metal containers specifically for separate waste collection.
Through improved separation of waste, we aim to increase the share of collected fractions
which are handed over to the authorised waste recycling operator. Thus we are pursuing
our goal of continued reduction in the quantities of mixed municipal waste.
114
3.4.3 ENVIRONMENTAL REPORT BY VITAL MESTINJE, d. o. o.
The Company is pursuing all the prescribed activities relating to environmental
protection, including monitoring of waste water emissions by the National Laboratory of
Health, Environment and Food (NLZOH) in Celje. Furthermore, we regularly settle all
the liabilities relating to emissions. The Company is continually improving its technology
and procedures in order to reduce negative impacts on the environment.
Thus we have introduced new technology methods, which have resulted in a reduced use
of drinking water as well as in a reduction of the negative impact on the environment. By
improving the insulation of buildings and heat distribution system to users, we are
continually reducing the use of energy resources which are required for heating.
In line with the waste process and municipal water management, our waste water is now
pumped to the public water treatment plant.
Waste packaging management is secured by two authorized waste management
operators: Slopak and Gorenje surovina.
115
Annual report 2015 / Financial Report – Contents
4
FINANCIAL REPORT
OF THE LAŠKO GROUP
CONTENTS
4.1 Statement of compilance
117
4.2 Independent auditor’s report
118
4.3 Audited consolidated financial statements of the Laško Group
120
4.3.1 Consolidated statement of financial position
120
4.3.2 Consolidated income statement
122
4.3.3 Consolidated statement of other comprehensive income
124
4.3.4 Consolidated statement of changes in equity in 2015
125
4.3.5 Consolidated statement of changes in equity in 2014
126
4.3.6 Consolidated cash flow statement
127
4.4 Notes to consolidated financial statements
129
4.4.1 General data
129
4.4.2 Statement of compliance with IFRS
129
4.4.3 Use of new and amended IFRS and IFRIC interpretations
129
4.4.4 Significant accounting policies
132
4.4.5 Notes to individual items in the financial statements
132
4.4.6 Financial instruments and risk
144
4.4.7 Segment reporting
165
4.4.8 Related party transactions
171
4.4.9 Remuneration of the members of the Management and Supervisory Boards
and employees with individual contracts of employment
172
4.4.10 Contingent liabilities and assets
174
4.4.11 Costs of the auditor
175
4.4.12 Subsequent events
175
116
Annual report 2015 / Financial Report – Laško Group
The Management Board of Pivovarna Laško is responsible for the preparation of the
annual report of the Laško Group as well as the consolidated financial statements that give
a fair presentation of the financial position and the results of operations of the Group and
the Company for the year ended 31 December 2015 in accordance with the International
Financial Reporting Standards adopted by the European Union and the Companies Act.
The Management Board of Pivovarna Laško, d. d., hereby gives its approval to the business
report and the financial statements for the year ended 31 December 2015 and confirms the
following:
 the financial statements have been compiled under assumption of Laško Group being
able to continue its operations as a going concern,
 the appropriate accounting policies were consistently applied and any changes thereof
have been disclosed;
 the accounting estimates have been prepared in a fair and diligent manner and comply
with the principle of prudence and good management.
The Management Board is responsible for the implementation of measures to ensure the
maintenance of the value of the assets of the Group and for the prevention and detection
of fraud and other irregularities.
The tax authorities may, at any time within 5 years after the year in which the tax should
have been levied, inspect the activities of the Group companies. This may result in
additional liabilities for tax, default interest and penalties relating to corporate income tax
or other taxes and duties. The Management Board of Pivovarna Laško is not aware of any
circumstances that could give rise to a potential material liability in this respect.
mag. Dušan Zorko
Marjeta Zevnik
Mirjam Hočevar
Martin Peter Hayes
Matej Oset
Rumen Ivanov Kolev
117
4.2 Independent auditor's report
118
4.3 Audited financial statements of the Laško Group for the year
ended 31 December 2015 compiled under the IFRS
4.3.1
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
OF THE LAŠKO GROUP AT 31 DECEMBER 2015
(in EUR)
Notes
31 Dec 2015
31 Dec 2014
1
2
3
4.A
4.B
4.C
5
6
7
192,713,788
63,037,792
95,985,670
2,242,723
204,710
496,256
165,819
2,433,480
28,147,338
238,353,317
64,896,312
133,339,070
4,229,545
204,792
982,066
518,013
2,324,548
2,090,927
29,768,044
112,832,944
42,427,045
17,224,526
42,607,067
1,465,456
11
12
13
77,130,182
5,233,911
13,701,732
29,857,562
236,241
2,673,549
1,138,885
24,288,302
14
863,695
987,085
77,993,877
113,820,029
270,707,665
352,173,346
ASSETS
Non-current assets
Intangible assets
Investment property
Long-term investments in the subsidiaries
Financial assets available for sale
Long-term financial lease receivables
Long-term loans
Long-term operating receivables
Long-term deferred tax assets
Short-term assets less short-term deferred and accrued
items
Assets of a disposal group
Inventories
Short-term operating receivables
Short-term receivables for excess corporate tax payment
Short-term investments in financial lease
Short-term financial assets available for sale
Short-term given loans
Cash and cash equivalents
Short-term deferred costs and accrued revenue
Total short-term assets
TOTAL ASSETS
8
9
10.A
10.B
2,673,549
1,245,512
5,189,789
The accounting policies and notes form an integral part of these financial statements and
should be read in conjunction with them.
119
4.3.1
CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE
LAŠKO GROUP AT 31 DECEMBER 2015
(continuation)
(in EUR)
Notes
EQUITY
31 Dec 2015
31 Dec 2014
40,910,293
62,289,213
Equity of the owners of non-controlling stake
15
2,504,456
10,661,619
Equity of the owners of the controlling stake
Share capital
Share premium
Profit reserves
Revaluation surplus
Retained earnings
Net profit or loss
Translation reserve
14
38,405,837
36,503,305
2,566,995
3,650,331
5,735,049
(1,647,616)
(8,423,194)
20,967
51,627,594
36,503,305
2,566,995
3,650,331
5,124,893
384,294
3,377,636
20,140
229,797,372
289,884,133
5,569,280
3,340,796
2,215,737
12,747
10,152,264
5,746,254
4,386,019
19,991
17.B
191,076,528
187,117,043
3,959,485
105,734,931
105,734,931
-
8
18.A
18.B
28,773,043
233,911
26,366,054
2,173,078
167,827,303
9,709,058
35,463,263
122,654,982
19
4,378,521
6,169,635
33,151,564
173,996,938
270,707,665
352,173,346
LIABILITIES
Provisions and long-term accrued costs and deferred
revenue
Provisions for retirement grants and jubilee awards
Other provisions
Long-term accrued costs and deferred revenue
Long-term liabilities
Long-term financial liabilities
Long-term operating liabilities
Short-term liabilities
Liabilities group for a disposal
Short-term operating liabilities
Short-term financial liabilities
Short-term accrued costs and deferred income
Total short-term liabilities
TOTAL EQUITY AND LIABILITIES
16
17.A
120
4.3.2 CONSOLIDATED INCOME STATEMENT OF THE LAŠKO GROUP
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2015
Notes
2015
(adjusted)
2014
20.A
173,338,573
(1,233,118)
4,184,870
(113,549,800)
(24,852,036)
170,315,106
46,880
2,074,507
(109,267,523)
(25,228,176)
20.C
20.C
23.C
23.C
(10,086,951)
(28,401,198)
(2,950,000)
(6,259,493)
(9,809,153)
(9,776,411)
(811,956)
(5,813,444)
21,538,983
Financial income
Financial expenses
PROFIT OR LOSS BEFORE TAX
20.D
20.D
835,589
(8,860,197)
(17,833,761)
3,508,554
(15,480,141)
9,567,396
Tax
NET PROFIT OR LOSS OF THE PERIOD FROM
CONTINUED OPERATIONS
21.A
(106,368)
386,936
(17,940,129)
9,954,332
3,766,157
(6,280,870)
3,766,157
(6,280,870)
TOTAL PROFIT OR LOSS FOR THE YEAR
(14,173,972)
3,673,462
Share of non-controlling interests in net profit / loss
Share of the controlling interests in net profit /loss
(21,170)
(14,152,802)
44,321
3,629,141
(in EUR)
Continued operations
Net sales revenues
Change in inventories of products and work in progress
Other operating revenue
Costs of goods, materials and services
Employee benefits
Amortisation of intangible assets and depreciation of
property, plant and equipment
Revaluation operating expense
Long term provisions
Other operating expenses
OPERATING PROFIT OR LOSS
Discontinued operations
Discontinued operations - JP Split, Radenska and Delo
DISCONTINUED OPERATIONS
20.B
20.C
20.C
22
121
4.3.2 CONSOLIDATED INCOME STATEMENT OF THE LAŠKO GROUP
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2015
(continuation)
(in EUR)
Total net profit / loss per share of the controlling interest
Net profit / loss per share
Diluted net profit / loss per share
Total net profit / loss per share of the non-controlling
interest
Net profit / loss per share from discontinued operations
Net profit / loss per share from continued operations
2015
(adjusted)
2014
(14,152,802)
(1.62)
(1.62)
3,629,141
0.42
0.42
(21,170)
(0.00)
(0.00)
44,321
0.01
0.01
3,766,157
0.43
0.43
(6,280,870)
(0.72)
(0.72)
(17,940,129)
(2.05)
(2.05)
9,954,332
1.14
1.14
122
4.3.3 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
OF THE LAŠKO GROUP FOR THE PERIOD FROM
1 JANUARY TO 31 DECEMBER 2015
(in EUR)
2015
2014
(14,173,972)
3,673,462
4,149,144
(629,959)
15,198
799,465
56,981
3,519,185
871,644
Unrealised actuarial gains / losses from post-employment
benefits
160,469
(881,855)
TOTAL OTHER COMPREHENSIVE INCOME THAT
WILL NEVER BE RECLASSIFIED TO PROFIT OR LOSS
160,469
(881,855)
3,679,654
(10,211)
(10,494,318)
3,663,251
Net profit or loss for the year
Other comprehensive income
Gains/losses from revaluation of property
Deferred tax on account of revaluation
WILL BE RECLASSIFIED TO PROFIT OR LOSS AT A
FUTURE DATE
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
123
4.3.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP
FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2015
Reserves
(in EUR)
OPENING BALANCE
at 1 January 2015
Transfer of net profit
2015 Opening balance
Attributed to
Share
Legal
for treasury
Treasury
profit
Retained
Net profit
Revalauation
Translation
capital
premium
reserves
shares
shares
reserves
earnings
or loss
surplus
reserve
36,503,305
36,503,305
2,566,995
2,566,995
3,650,331
3,650,331
669,571
669,571
(669,571)
(669,571)
3,650,331
3,650,331
384,294
3,377,636
3,761,930
-
-
-
-
(4,355)
(4,355)
-
-
-
-
-
417,360
-
417,360
-
(223,444)
-
-
(2,829,406)
-
-
-
-
-
413,005
413,005
(223,444)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,355
-
4,355
(4,355)
-
-
-
-
(417,360)
(187,052)
187,052
(417,360)
-
417,360
240,092
-
-
-
-
(600,057)
187,052
(413,005)
653,097
-
36,503,305
2,566,995
3,650,331
69,514
(69,514)
3,650,331
4,191,583
Transactions with owners
Repurchase of treasury shares
(interests)
Disposal of treasury shares
(interests)
Payment of dividends
Exchange rate differences
Capital increase / reduction
Salle Radenska
Total transactions with owners
Changes in comprehensive income
Fixed assets revaluation reserve
Changes related to the actuarial
calculation of jubilee bonuses and
severance pay
Tax on individual items of
comprehensive income
Total changes in comprehensive
income in 2015
Changes in equity
Formation of reserves for treasury
shares and interests
Utilisation of reserves for treasury
Other
Total movements in equity
CLOSING BALANCE
at 31 December 2015
Total
Share
3,377,636
(3,377,636)
-
-
5,124,893
5,124,893
20,140
20,140
-
Attributed to
controlling non-controlling
interest
TOTAL
interest
EQUITY
51,627,594
51,627,594
10,661,619
10,661,619
62,289,213
62,289,213
(4,355)
-
(4,355)
827
-
417,360
(223,444)
827
(2,829,406)
-
223,444
(8,469,027)
(2,829,406)
827
(2,639,018)
(8,245,583) (10,884,601)
4,149,144
-
(14,152,802)
4,149,144
(21,170) (14,173,972)
4,149,144
-
160,469
-
160,469
-
160,469
-
(629,959)
-
(629,959)
-
(629,959)
3,679,654
-
(10,473,148)
-
-
-
-
-
(240,092)
-
-
-
-
(240,092)
-
-
-
-
5,735,049
20,967
38,515,427
2,394,866
40,910,293
(14,152,802)
-
(14,152,802)
(14,152,802)
417,360
827
(2,829,406)
(8,469,027)
(21,170) (10,494,318)
The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them.
124
4.3.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP
Total capital
(in EUR)
OPENING BALANCE
at 1 January 2014
Share
Share
capital
premium
Legal
Reserves for
Treasury
Total profit
Retained
Net profit
Revaluation
Translation
reserves treasury shares
shares
reserves
earnings
or loss
surplus
reserve
36,503,305
30,993,977
3,650,331
281,895
(281,895)
3,650,331
Payment of dividends
Capital increase / reduction
Other changes
-
-
-
-
(387,676)
(387,676)
(178,428)
-
-
-
-
-
-
-
(387,676)
(387,676)
(178,428)
-
-
Investment revaluation reserve
Other
-
-
-
-
-
-
-
3,377,636
-
income in 2014
-
-
-
-
-
-
-
3,377,636
-
-
-
-
72,940
28,354,042
-
387,676
-
-
387,676
-
562,722
-
(562,722)
-
387,676
635,662
28,354,042
3,650,331
384,294
3,377,636
Changes in equity
Loss settlement
Formation of reserves for treasury
Other
CLOSING BALANCE
at 31 December 2014
-
(28,426,982)
-
-
(28,426,982)
-
387,676
36,503,305
2,566,995
3,650,331
669,571
(669,571)
(72,940) (28,354,042)
5,701,570
(12,599)
Total capital
controlling non-controlling
interest
interest
TOTAL
EQUITY
48,409,602
9,804,281
58,213,883
-
(178,428)
(387,676)
(43,533)
(156,740)
-
(43,533)
(335,168)
(387,676)
-
(566,104)
(200,273)
(766,377)
781,600
13,257
(808,812)
-
3,377,636
781,600
13,257
(808,812)
295,827
17,865
1,941
(16,061)
3,673,463
799,465
15,198
(824,873)
(13,955)
-
3,363,681
299,572
3,663,253
-
-
-
32,739
387,676
32,739
758,039
387,676
790,778
(562,722)
32,739
420,415
758,039
1,178,454
5,124,893
20,140
51,627,594
10,661,619
62,289,213
-
125
4.3.6 CONSOLIDATED CASH FLOW STATEMENT OF THE LAŠKO GROUP
(in EUR)
2015
2014
OPERATING PROFIT
(9,809,153)
18,285,653
Adjustments for:
Elimination of other operating revenue
Elimination of revaluation operating expense from PPE
Depreciation of PPE and investment property
Amortisation of intangible assets
Revaluation operating expense from non-current assets
Revaluation operating expense from current assets
Net movements in provisions
Foreign exchange differences from operations
Other adjustments
367,209
29,439,206
9,851,989
234,962
797,169
2,063,221
(782,924)
93,894
1,275,683
17,329,828
4,518,909
58,745
276,944
(975,823)
1,084,184
Total adjustments
41,970,832
23,662,364
3,522,794
12,872,895
(10,888,323)
(2,074,522)
(2,682,658)
9,016,585
5,507,366
4,259,405
NET CASH FLOWS FROM OPERATING ACTIVITIES
37,669,045
46,207,422
Cash from operating activities
Disbursements for taxes
37,669,045
-
46,510,445
(303,023)
OFFSETTING CASH FLOWS FROM OPERATING ACTIVITIES
37,669,045
46,207,422
(10,852,343)
19,822
(78,616)
124,709
31,040,715
231,487
232,818
(12,825,270)
65,886
(77,303)
84,934,897
1,038,343
3,585,594
20,718,592
76,722,147
MOVEMENTS IN WORKING CAPITAL
Inventories and non-current assets held for sale
Operating and other receivables
Operating and other liabilities
Total movements in working capital
Cash flows from investing activities
Acquisition of property, plant and equipment
Gains / losses from disposal of PPE
Acquisition of intangible assets
Acquisition / disposal of financial assets
Disposal of non-current assets and liabilities held for sale
Interest income
Dividends received and capital gains
NET CASH FLOWS FROM INVESTING
126
4.3.6 CONSOLIDATED CASH FLOW STATEMENT OF THE LAŠKO GROUP
(continuation)
(in EUR)
2015
2014
Cash flows from financing activity
Interest paid
Increase / decrease in financial debt
Dividends paid to the owners
(9,176,641)
(29,923,151)
(189,332)
(16,381,650)
(101,690,246)
(2,245,909)
NET CASH FLOWS FROM FINANCING
(39,289,124)
(120,317,805)
NET INCREASE / DECREASE IN CASH AND CASH
EQUIVALENTS
19,098,513
2,611,764
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
- of that, cash and cash equivalents belonging to Radenska
5,189,789
24,288,302
-
3,004,723
5,616,487
426,698
127
4.4 Notes to the consolidated financial statements
4.4.1
GENERAL DATA
Pivovarna Laško is a public limited company, registered with the Celje District Court
under the decision No Srg 95/00673 and under the application No 1/00171/00. It is
classified as a large company and as such is subject to regular annual audits of its financial
statements. The principal activity of the Company is the production and sale of beer, malt
and waters. The Company is also engaged in wholesale and retail trade.
Pivovarna Laško, d. d., (hereafter: the Company) is the controlling entity of the Laško
Group (hereafter: the Group) with its registered seat in Slovenia at Trubarjeva ulica 28,
3270 Laško.
The Company’s ordinary shares are quoted on the Ljubljana Stock Exchange under the
“PILR” ticker symbol. The Company’s share capital totals EUR 36,503,304.96 and is
represented with 8,747,652 ordinary freely negotiable registered no-par-value shares.
There are no limitations on the payment of dividends or other distributions of equity.
From 1 January 2015 until its takeover by the Heineken Group (15 October 2015), the
company Pivovarna Laško had no controlling entity. Rather, it was itself the controlling
entity of the Laško Group.
Since its acquisition by the Heineken Group, Pivovarna Laško is controlled by the
company Heineken International B.V.
4.4.2 STATEMENT OF COMPLIANCE WITH IFRS
The separate financial statements of Pivovarna Laško have been drawn up in accordance
with the International Financial Reporting Standards (IFRS) as adopted by the European
Union, including the guidelines adopted by the International Financial Reporting
Interpretations Committee (IFRIC) and the provisions of the Companies Act.
4.4.3 USE OF NEW AND AMENDED IFRS AND IFRIC INTERPRETATIONS
a) Standards and interpretations that entered into force during the reporting
period
In the period under review, the following amendments to the existing standards issued by
the International Accounting Standards Board were applied as adopted by the EU:
 Amendments to a number of standards "Improvements to IFRS over the period 2011
to 2013" stemming from the annual IFRS improvements project that encompasses
IFRS 1, IFRS 3, IFRS 13 and IAS 40, mainly in order to eliminate discrepancies and
misinterpretations, were adopted by the EU on 18 December 2014 and are effective for
annual periods beginning on or after 1 January 2015.
 IFRS 21 "Levies", adopted by the EU on 13 June 2014 and effective for annual periods
beginning on or after 17 June 2014.
128
The adoption of these amendments to the existing standards led to no changes in the
accounting policies of the Group.
b) Standards and representations issued by the IASB and adopted by the EU
that have not entered into force yet
As at the date of approval of the financial statements, the following standards, changes of
the existing standards and interpretations as issued by the International Accounting
Standards Board (IASB) were adopted by the EU and are applicable to future periods:
 IFRS 11 "Joint Arrangements" - accounting for shares in joint operations that the EU
adopted on 24 November 2015 (effective for annual periods beginning on or after 1
January 2016),
 Amendments to IAS 1 "Presentation of Financial Statements" - Disclosure Initiative,
were adopted by the EU on 18 December 2015 and are effective for annual periods
beginning on or after 1 January 2016.
 Amendments to IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible
Assets" - Methods of Acceptable Amortisation and Depreciation, were adopted by the
EU on 2 December 2015 and are effective for periods beginning on or after 1 January
2016.
 Amendments to IAS 16 "Property, Plant and Equipment" and IAS 41 "Agriculture" Agriculture: Bearer Plants - as adopted by the EU on 23 November 2015 are effective
for annual periods beginning on or after 1 January 2016.
 Amendments to IAS 19 "Employee Benefits"- Defined Benefit Plans: Employee
Contributions were adopted by the EU on 17 December 2014 and are effective for
annual periods beginning on or after 1 February 2015.
 Amendments to IAS 27 "Separate financial statements" - Equity Method in Separate
Financial Statements, were adopted by the EU on 18 December 2015 and are effective
to 2012" stemming from the annual IFRS improvements projects that encompass
IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38, mainly in order to
eliminate discrepancies and misinterpretations, were adopted by the EU on 17
December 2014 and are effective for annual periods beginning on or after 1 February
2015.
IFRS 5, IFRS 7, IAS 19 and IAS 34, mainly in order to eliminate discrepancies and
The Group has decided not to apply the amended standards and interpretations early, but
will comply with the new standards, amendments and interpretations when they become
effective. The Group expects that adoption of these standards, amendments and
interpretations will initially not have a significant impact on the Group's financial
statements.
129
c) Standards and interpretations issued by IASB but which have not yet been
adopted by the EU
Currently, the IFRS as adopted by the European Union do not considerably differ from
those adopted by the International Accounting Standards Board (IASB) with the exception
of the following standards, amendments to the existing standards and interpretations
which were not confirmed for use on 7 March 2016.
 IFRS 9 "Financial instruments" (effective for annual periods beginning on or after 1
January 2018),
 IFRS 14 "Regulatory Deferral Accounts", (effective for annual periods beginning on or
after 1 January 2016). The European Commission has decided not to initiate the
adoption process of the interim standard but to wait for the final version of the
standard to be issued.
 IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods
beginning on or after 1 January 2018).
 IFRS 16 " Leases" (effective for annual periods beginning on or after 1 January 2019).
 Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of
Interests in Other Entities" and IAS 28 " Investments in Associates and Joint
Ventures" - Investment Entities: Applying the Consolidation Exception (effective for
annual periods beginning on or after 1 January 2016).
 Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28
"Investments in Associates and Joint Ventures" - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture including any subsequent
amendments (effective date has been postponed indefinitely until the completion of a
research project addressing the equity method).
 Amendments to IAS 12 "Income Taxes" - Recognition of Deferred Tax Assets for
Unrealised Losses (effective for annual periods beginning on or after 1 January 2017).
The Group has assessed that the adoption of these standards, amendments and
interpretations will not have a significant impact on the Group’s financial statements
during the period of their initial application.
At the same time, the accounting for the hedging of risks associated with the portfolio of
financial assets and liabilities, the principles of which the EU has not yet adopted, still
remains unregulated.
The Group estimates that the accounting of risk hedging connected to the portfolio of
financial assets and liabilities in accordance with the requirements of IAS 39: "Financial
Instruments: Recognition and Measurement" would not have a significant impact on its
financial statements if it was applied as at the date of its statement of financial position.
130
4.4.4 SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements have been compiled under the IFRS, the Companies Act, other
acts and the Accounting Manual, and are expressed in euros. When disclosing and
measuring the items, the provisions of the standards were directly applied, with the
exception of the items where standards provide a choice between several valuation
methods.
The financial statements have been prepared taking into account historical costs except
for the financial assets, non-current assets held for sale (or assets and related liabilities of
the disposal group), property and investment property carried at revalued amount or fair
value. The valuation of assets and liabilities is presented in detail in the individual sections
below.
When selecting the accounting policies and when deciding on their use and drawing up
these financial statements, the Pivovarna Laško Management Board took into
consideration the following three requirements:
 Financial statements are understandable when they are easily understood by users,
 Information is relevant if it assists the user in making economic decisions,
 Information is essential if its omission or untrue statement could have an impact on
economic decisions of the users.
The accounting policies presented below were consistently applied in all of the periods
presented.
Going concern assumption
The Management of Pivovarna Laško has assessed that the use of the going concern
assumption in the preparation of the Group financial statements for the year ended 31
December 2015 is appropriate.
Change in comparative data
In accordance with IFRS 5, in this annual report, the Laško Group has adjusted
comparative figures in the income statement for 2014. The amendment relates to
operations of the Delo Group, which was sold in September 2015.
Since the operations of the Delo Group during the relevant period of 2015 are recorded
among discontinued operations in the Laško Group's income statement due to its sale (in
addition to the operations of Radenska and Jadranska Pivovara-Split), the same applies to
the comparative figures for the year 2014.
The Laško Group's income statement, which was presented in the Annual Report 2014,
recorded the operations of the Delo Group for 2014 under continued operations.
The items of the income statement relating to the operations of the Delo Group in 2014
were thus transferred from continued (the 2014 Annual Report) to discontinued
operations (the 2015 Annual Report) without any impact on the profit or loss.
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Consolidation
Subsidiaries in which the Group’s indirect or direct equity is larger than half of the voting
rights or the Group can in any other way influence their operation, are considered
consolidated. They are consolidated in the Group’s financial statements from the day
when the Group assumes a controlling interest and their consolidation ends when the
Group no longer holds a controlling interest in those entities. All intragroup transactions
including receivables and liabilities between the Group’s companies are eliminated for the
purpose of consolidation. Any impairments of investments in subsidiaries are also
eliminated in the consolidation. Dividends received from subsidiaries have also been
eliminated. For the purpose of ensuring consistent and correct data for the needs of the
Group’s consolidation and financial reporting, accounting policies of the subsidiaries have
been harmonized with the controlling company’s policies.
The Group uses the purchase method for the accounting of the takeovers. The acquisition
cost of the takeover is assessed as the fair value of assets and capital instruments issued
and assumed liabilities on the day of the transaction, inclusive of expenses directly
attributable to the takeover. The assumed assets, liabilities and commitments attached to
a takeover are initially recorded at fair value on the day of the transaction irrespective of
the size of the non-controlling interest. The surplus of the acquisition price over fair value
of the Group’s interest in the net assets of the acquiree is recorded as goodwill. If the cost
is lower than the fair value of the net assets of the acquiree, the difference is recognised
through the profit or loss as an impairment loss.
The Group accounts for transactions with the owners of the non-controlling interest in
the same way as those made with external partners. Gains and losses attributable to the
minority holders are disclosed in the profit or loss of the Group.
Reporting currency
a) Functional and reporting currency
The items presented in the separate financial statements of individual Group companies
are denominated in the currency of the primary environment – the country where the
individual company operates (this currency is the so called "functional currency"). The
consolidated financial statements are presented in euro, which is also the functional and
reporting currency of the parent company (Pivovarna Laško).
b) Transactions and balances
Foreign currency transactions are converted into the reporting currency using the
exchange rate prevailing on the day of the transaction. Gains and losses arising from these
transactions and from the conversion of cash and liabilities, denominated in a foreign
currency, are recognised in the profit or loss.
Exchange rate differences arising from debt securities and other monetary financial assets
are recognised at fair value and are included in the gains or losses from transactions with
foreign currencies. Exchange rate differences from non-monetary items such as securities
held for trading are reported as an increase or decrease in fair value. Exchange rate
differences from available-for-sale securities are included in the revaluation reserve.
132
c) Group companies
Separate financial statements of income and cash flows of foreign subsidiaries are
translated into the reporting currency of the controlling entity using the average exchange
rate, whereas separate financial statements of financial position are translated into the
reporting currency using the exchange rate prevailing on 31 December 2015. On disposal
of a foreign subsidiary, exchange rate differences realised on disposal are recognised in
the profit or loss as gains or losses from disposal.
The use of estimates and judgements
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the carrying amounts of assets and liabilities of the
Group as well as the reported income and expenses for the period.
Management estimates include among others: determination of the useful life and
residual value of property, plant and equipment, as well as intangible assets, assessments
concerning, the disposals group, especially that the group will actually be sold in the shortterm, and assessment of their fair value less costs of selling, allowances made for
inventories and receivables, assumptions material to the actuarial calculation of certain
employee benefits, assumptions used in the calculation of potential provisions for
lawsuits, and assumptions and estimates relating to the goodwill impairment. Regardless
of the fact that management duly considers all factors that may impact the preparation of
these assumptions, the actual consequences of business events may differ from those
estimates. In the process of making accounting estimates, management makes
judgements while considering potential changes in the business environment, new
business events, new and additional information that may be available, as well as
experience.
Key estimates and assumptions as at the day of the statement of financial position that are
associated with future operations and which could result in significant adjustment of the
book values of assets and liabilities are presented below.
Information on significant estimates about uncertainty and critical judgements in
applying accounting policies that have the most significant impact on the amounts
recognised in the financial statements is presented in the following notes:
 The Group assesses on an annual basis whether there are any indications of
impairment of an individual cash-generating unit. If any such indications exist, the
recoverable amount of non-financial assets is determined as the present value of future
cash flows, based on the estimate of expected future cash flows from the cashgenerating unit and determination of the relevant discount rate.
 In its financial statements, the company discloses property (land and buildings) in
accordance with the so-called revaluation model (in the case of tangible fixed assets)
or in accordance with the fair value model (in the case of investment property). The
fair value of the properties was assessed as at 30 September 2015. The appraisal was
conducted by Katarina Grilc Brilli, certified real estate appraiser licensed by the
Slovenian Institute of Auditors. The appraisal was prepared for the purpose of
financial reporting in accordance with International Valuation Standards (IVS 2013).
The fair value of property, which is considered their market value, was appraised. The
133
appraiser reviewed the documentation and other information about the properties,
performed field visits and viewed them, examined issues that could affect their value
(legislation, market conditions surrounding the property, their best use, etc.), collected
and analysed public and non-public data and information on comparable transactions
in the market and finally methodologically processed the data in such a way as to arrive
to the most likely appraised values. In the appraisal, she applied assumptions and
experience from the Slovenian real estate market.
 Defined benefit obligations include the present value of termination benefits on
retirement and jubilee awards. They are recognised on the basis of the actuarial
calculation approved by the management. The actuarial calculation is made by using
assumptions and estimates effective at the time of the calculation, and may, as a result
of future changes, differ from actual assumptions applicable at that future time. This
applies primarily to determination of the discount rate, assessment of employee
turnover, mortality assessment, as well as assessment of the increase in salaries. Due
to the complexity of the actuarial calculation and the long-term nature of the item,
defined benefit obligations are sensitive to changes in the above estimates and
assessments.
 A provision is recognised when the Group has present obligations (legal or
constructive) as a result of past events, a reliable estimate can be made of the amount
of obligation, and it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation. Contingent liabilities are not
recognised in the financial statements as their actual existence will be confirmed only
upon the occurrence or non-occurrence of one or more uncertain future events not
entirely within the control of the Group. The management of the Group continually
assess contingent liabilities to determine whether an outflow of resources embodying
economic benefits has become probable. In this case, a provision is recognised in the
financial statements of the period in which the change in probability occurs.
Recognition of revenue
Revenue is measured at the fair value of the consideration received or receivables for the
sale of products, goods or services during the ordinary operations of the Group. Revenue
is presented exclusive of value added tax and excise duties, rebates and reimbursements.
Revenue from the sale of products, merchandise and materials is recognised if all of the
following conditions are fulfilled:
 All the significant risks and rewards of ownership of the object of sale are transferred
to the buyer;
 The seller loses the management and control over what is covered by the sale;
 Amount of revenue can be reliably measured;
 A high degree of certainty is attached to the flow of economic benefits related to the
transaction;
 The expenses incurred with respect to transaction can be reliably measured.
Other categories of revenue are recognised based on the following criteria:
134
 Interest income is recognised as the income of the period to which they pertain, in
accordance with the applicable interest rate and when the degree of certainty attached
to the flow of economic benefits is high;
 Dividend income is recognised when the right to receive payment is established;
 Revenue from royalties is recognised on the basis of the provisions of the licence
agreements.
Intangible assets
Intangible assets with a finite useful life acquired individually (not within a business
combination) and which are not created within the Group are measured under the cost
model i.e. they are disclosed at cost less any accumulated depreciation and accumulated
impairment losses. They are amortised according to the straight-line method in the period
of their estimated expected useful life periods (patents, brands, licences 5 years; software
3 years). Estimates of expected functional life periods and the amortisation method are
checked on the preparation of financial statements; any changes of estimates of the
categories mentioned are considered in the future periods rather than retrospectively.
Intangible assets with indefinite useful lives acquired individually (not within a business
combination) and not generated within the Group are disclosed at cost less any potential
impairment losses.
An item of intangible assets is recognised as an asset only when it is probable that future
economic benefits will flow to the Group and the cost of an assets can be reliably
measured.
Intangible assets are derecognised upon their disposal or when no future economic
benefits are expected from their further use. Gains or losses arising from derecognition
of an item of intangible assets are recognised in the profit or loss of the period of
derecognition.
a) Goodwill
Goodwill represents the excess of the cost of the acquisition over the Group's interest in
the net fair value of the identifiable assets and contingent liabilities of the acquiree on the
acquisition date. Goodwill arising upon the acquisition of subsidiaries is recognised as
an item of intangible fixed assets. Goodwill is checked, tested for impairments and
measured at the initial value decreased by cumulated impairments on an annual basis.
Gains and losses on disposal of a subsidiary include the present value of goodwill of the
disposed entity.
b) Patents, brands and licences
Expenditures for the acquisition of patents, brands and licences are capitalised and
amortised using the straight-line amortisation method during their useful life
(amortisation periods). If the useful life period cannot be determined, such assets are not
amortised; instead, they are tested for impairment on an annual basis.
If revaluation is required, the value of intangible assets needs to be estimated and writtenoff to the amount of the assets replacement values. The useful life periods of brands are
135
not determinable and therefore the impairment test has to be carried out every year. The
valuations provided by certified business appraisers or by the management provide the
basis for impairment recognition.
The useful lives of other intangible assets range from 3 to 10 years.
c) Other intangible assets
Whenever software applications are not considered a constituent part of the relevant
computer hardware, they are accounted for as items of intangible assets. Other intangible
assets are disclosed at cost less any accumulated amortisation and accumulated
impairment losses. The useful life period of other intangible assets is 10 years.
Land and buildings in use are accounted for using the revaluation models and are
disclosed at revalued amount at the date of the revaluation, less any subsequent
accumulated depreciation or impairment losses. The revaluation is made with sufficient
regularity to ensure that the carrying amount of the assets does not differ materially from
their fair value at the reporting date.
Appreciation of land and buildings is recognised or accumulated as the revaluation
surplus in other comprehensive income except when the previous revaluation of the same
land and buildings recognised in profit or loss is reversed; in this case the appreciation to
the amount of the prior revaluation of the assets is recognised in profit or loss. The
revaluation of land and buildings in excess of the previously appreciated amount
recognised in the revaluation surplus of the same land and buildings is recognised in
profit or loss.
Production facilities, machinery, all types of equipment, reusable packaging and small
tools are recognised under the cost model and are disclosed at their cost less accumulated
depreciation and accumulated impairment losses.
The items of property, plant and equipment being acquired are measured at cost less any
impairment loss. The cost of an item of property, plant and equipment includes the
relevant borrowing costs in accordance with the adopted accounting policy. They are
classified under the relevant categories of property, plant and equipment, to which they
will belong when completed and made available for use. Depreciation of the items of
property, plant and equipment begins in the month following the month when the assets
are made available for their use.
Land is not depreciated.
The depreciation of buildings is recognised in profit or loss, while the reversal of the
relevant revaluation surplus is simultaneously recognised in retained earnings. On
derecognition of buildings, the attributable amount of revaluation surplus is reclassified
directly to retained earnings.
Depreciation is calculated using the straight line method (except for land and property,
plant and equipment being acquired, which are not depreciated) and is recognised so that
the cost or the revalued amount of the property, plant and equipment less any residual
136
value is written-off in the period of its estimated functional life period. The estimates of
expected functional life period, their residual values and the depreciation method are
checked on the preparation of financial statements; any changes in estimates of those
categories are accounted for in future periods rather than retrospectively. The expected
functional life periods of individual groups of assets are as follows:
Buildings
10 – 66 years
Plant and machinery
5 – 14 years
Hardware and software
3 years
Motor vehicles
3 – 9 years
Other equipment
3 – 20 years
Reusable packaging (barrels, bottles, crates) 3 – 5 years
Cost of borrowings raised to finance the purchase of land, the construction of buildings
and the purchase of equipment, are attributed to the asset's cost until the day the asset is
brought to its working condition. Costs incurred in relation to property, plant and
equipment increase their cost providing they increase future benefits arising from the
assets in excess of the originally assessed benefits; however, costs that allow the extension
of the useful life of the assets initially decrease their accumulated depreciation. The
extension of the useful life of an asset of property, plant and equipment relates to the
extension of its originally determined useful life during which the asset is depreciated. All
other repair and maintenance costs are included in profit or loss of the financial year when
they are incurred.
The items of property, plant and equipment are derecognised upon their disposal or when
no future economic benefits are expected from their further use. Gains or losses arising
from derecognition of an item of property, plant and equipment are recognised in the
profit or loss of the period of derecognition.
Investment property
Investment property is property owned by the Company for the purpose of earning rent
or increasing the value of the property in the long-term. On their initial recognition, they
are measured at cost, whereas subsequently they are measured using the fair value model
(depreciation is not calculated), which means that the increase or decrease in their fair
value is recognised in the profit or loss of the period in which these changes occurred.
An investment property is derecognised on its disposal or final termination of its use,
when no future economic benefits are expected from the asset on its disposal. Gains and
losses on disposal of investment property are recognised in the profit or loss of the period
in which the asset is derecognised.
Impairment of property, plant and equipment, and intangible assets
On preparation of the financial statements, all items of property, plant and equipment,
and intangible assets are checked for any signs of impairment. If there are indications of
impairment, the asset's recoverable amount is assessed. When the recoverable amount of
an individual asset cannot be established, the recoverable amount of a cash-generating
unit to which the asset belongs is assessed.
137
The recoverable amount of the asset is the higher of its fair value decreased by the costs
to sell or its value in use. The latter is assessed as the present value of discounted future
cash flows associated with the financial asset taking into account the pre-tax discount rate
that reflects the current market estimate of the time value of money and specific risks
related to the assets that were not considered in the assessment of future cash flows.
The asset (or a cash-generating unit) is impaired to its recoverable amount if its value in
use is lower than its carrying amount. Impairment is immediately recognised in profit or
loss except when the asset is carried under the revaluation model; in this case the
impairment is disclosed as a decrease in the revaluation surplus.
Loans and deposits issued, monetary items
Financial assets such as loans and deposits issued and monetary items are initially
measured at fair value on the date of their issue or placement.
After initial measurement they are disclosed at amortised cost using the effective interest
method less any impairment losses.
Available-for-sale financial assets are initially measured at their fair value on the date of
acquisition. This fair value is usually equal to the asset's cost; however, sometimes
adjustments are needed.
After the initial recognition, the financial assets available for sale are measured at fair
value in the statement of financial position, whereas changes in fair value are recognised
under other comprehensive income excluding the assets' impairments and interest that
are recognised by using the effective interest rate and exchange rate differences.
The best evidence of an asset's fair value is normally its quoted prices on an active market.
If these are not available, valuation techniques are applied that as far as possible take
account of market inputs including the most recent arm's length market transactions,
reference to the current fair value of another instrument that has substantially similar
characteristics, and discounted cash flow analysis.
If the fair value of a financial asset available for sale cannot be reliably measured, the asset
is carried at its cost taking into consideration any impairment losses.
On derecognition of an available-for-sale financial asset or its permanent impairment, the
cumulative other comprehensive income is reclassified to the profit or loss of the period
in which the asset is derecognised or permanently impaired.
Non-current assets held for sale or assets of disposal groups
(and related liabilities)
Non-current assets held for sale or assets of disposal groups (and liabilities associated with
the non-current assets) are those non-current assets or liabilities for which it is reasonably
assumed that their carrying amount will be settled predominantly through their sale
rather than their further use. This condition is deemed to have been complied with only
if the sale is highly probable and if the assets or group of assets (and liabilities associated
with them) are in the condition that makes the sale possible. The management needs to
138
be committed to the closing of the sale process within a year from the asset's
reclassification to non-current assets held for sale or to the assets of disposal group (and
the associated liabilities).
The assets (and associated liabilities) related to the subsidiary for which it is planned that
the controlling influence will be lost, are reclassified to the group of assets (and associated
liabilities) for disposal irrespective of whether the controlling company is planning to keep
the minority stake after the sale or not.
Non-current assets held for sale and assets of disposal groups are measured at the lower
of carrying amount or fair value less costs to sell.
Inventories
Inventories of raw materials and consumables are disclosed at the lower of cost and net
realisable value; declining values of inventories are accounted for using the weighted
average cost method. Net realisable value is the estimated selling price less the estimated
costs of completion and the estimated costs necessary to make the sale.
Inventories of finished products, semi-finished products and work in progress are valued
at their production costs. Production costs are direct costs of materials and raw materials,
labour, production services, depreciation ..., and indirect costs of production (costs of
materials and raw materials, labour, services and depreciation that are accounted for in
the production process but cannot be directly linked to emerging products and services).
Inventories of raw materials, materials, spare parts, products and merchandise are written
off on the basis of inventory records, customer complaints and returns and other records
or upon a proposal of a responsible person (also damaged products, ullage and breakages)
that requires the decision of the management board of the company. The inventories are
written off in full if the sale is permanently discontinued or their use is forbidden. The
Group examines the usefulness of the stocks of materials and spare parts with less than 5
years of movement and if necessary, their value is 100% impaired.
In 2015 the Group changed its accounting policy governing the valuation of marketing
material. On the purchase, the cost of marketing material is expensed, while in the past
the cost of marketing material was expensed upon its actual use. The changed accounting
policy had no significant impact on the financial statements for the year ended 31
December 2015.
Operating receivables
On initial recognition, operating receivables are recognised at fair value; subsequently they
are measured at amortised cost using the effective interest rate method less any
impairment loss.
Impairments of individual operating receivables are made when there is objective
evidence that the recovery of the full amount due is impossible. The impairment loss is
the difference between the carrying amount and the present value of estimated future cash
flows discounted at the effective interest rate. The impairment loss is recognised in profit
or loss.
139
Cash and cash equivalents reported in the cash flow statement comprise cash on hand,
sight deposits at banks and investments into the money market instruments without bank
overdrafts. Bank overdrafts are included under short-term financial liabilities in the
statement of financial position.
Share capital
Ordinary shares are classified as capital. Transaction costs directly associated with the
issue of new shares which are not associated to the acquisition of a company are reported
as a decrease in capital. Any surpluses over the fair value of received paid-in amounts in
excess of the book value of newly issued shares are recognised as a paid-in capital surplus.
Treasury shares
When the Group repurchases treasury shares, the amount paid inclusive of net
transaction costs is deducted from total capital as treasury shares until these shares are
removed, reissued or sold. The Group is required to create reserves for treasury shares in
that same amount. Reserves for treasury shares are released when the Group disposes of
or removes its treasury shares, crediting the source from which they were created. Upon
the sale of treasury shares, the difference between their selling price and carrying amount
is accounted for in equity with no impact on the profit or loss. Treasury shares are used
for the purposes defined in Article 247 of the Companies Act.
Dividends
Until approved by the General Meeting of Shareholders, proposed dividends are
accounted for as retained earnings.
Provisions
Provisions are recognised when the Group has present legal or constructive obligations as
a result of past events, it is highly likely that the liabilities will have to be settled and a
reliable estimate of the liability can be made. Provisions may not be set aside to cover
future losses from operations.
The amount of provisions is the best estimate of the outflows expected to be required to
settle the present obligation at the reporting date taking into account the related risks and
uncertainties. If the provisions are measured at the amounts of future cash flows required
for the settlement of present obligations, and the time value of money is important,
provisions are discounted to their present value.
Operating liabilities
Operating liabilities comprise supplier credits for purchased merchandise or services and
liabilities to employees, the state, owners or others. Liabilities are recognised in books of
account if it is likely that economic benefits will decrease due to their settlement and the
amount required for their settlement can reliably be measured. They are initially
recognised at fair value; subsequently they are measured at amortised cost using the
effective interest rate method.
140
Financial liabilities
Financial liabilities are recognised at fair value upon their arising, exclusive of any arising
transaction costs. Financial liabilities are reduced by debt restructuring costs. In
subsequent periods, financial liabilities are measured at amortised cost using the effective
interest rate method. Any differences between receipts (exclusive of transaction costs) and
liabilities are recognised in profit or loss over the entire period of the financial liability.
Discontinued operation
A discontinued operation is a component of the Group that either has been disposed of,
or is classified as held for sale (disposal group) and:
 it represents a separate major line of business or geographical area of operation;
 is part of a single coordinated plan to dispose of a separate major lines of business or
geographical areas of operations or
 is a subsidiary acquired exclusively with a view to resale.
Corporate income tax
The amount of corporate income tax reported in the statement of comprehensive income
is the sum total of current and deferred tax.
Current tax is accounted for on the basis of taxable profit of the current year. In the
statement of comprehensive income, the amount of taxable profit can differ from pre-tax
profit on account of income and expenses taxed or fiscally recognised in other taxable
periods or on account of income and expenses that will never be taxed or fiscally
recognised. Current amounts of corporate income tax are accounted for at the tax rate of
17% applicable to all commercial companies registered in Slovenia. In Croatia, the
registered seat of Laško Grupa, d. o. o. Zagreb, and Jadranska pivovara, d. d., Split, the
applicable corporate income tax rate is 20%. In Kosovo, the registered seat of Birra Peja,
the applicable corporate income tax rate is 10%.
Deferred tax receivables and deferred tax liabilities
Deferred tax is accounted for under the liability method based on temporary differences
between the carrying amounts of assets and liabilities and their corresponding tax
amounts disclosed in the financial statements. In principle, deferred tax liabilities are
recognised on the basis of all temporary differences whereas deferred tax assets are only
recognised to the amount of temporary differences for which taxable profits will be
available in the future against which these temporary differences can be utilised. Deferred
tax assets and liabilities are calculated using the tax rate (and legislation) applicable on the
reporting date which is expected to be effective at the time the deferred tax is realised or
liability for deferred tax settled.
Deferred tax assets are verified when annual accounts are drawn up and are recognised to
the extent that it is probable that taxable profits will be available against which the
deductible temporary difference can be utilised.
141
Current and deferred taxes are recognised in profit or loss except when they refer to the
items recognised in other comprehensive income or equity; in such cases the current and
deferred tax are recognised in other comprehensive income or directly in equity.
Segment reporting
Business segments manufacture products and render services which are in terms of risks
and benefits different from the products and services of other segments. Regional
(geographic) segments provide products or services within a specific economic
environment which are exposed to risks and benefits which differ from those in other
economic environments.
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4.4.5 NOTES TO INDIVIDUAL ITEMS IN THE FINANCIAL STATEMENTS
1. Intangible assets
2015
Property rights
Licences and long-term
other IA deferred costs
Intangibles
being
acquired
Total
Brands
Goodwill
1 January 2015
46,461,058
15,803,550
9,503,623
8,551
160,718
71,937,500
Direct acquisitions
Transfer from assets being acquired
Reclassifications
Disposals, reductions
Sale - Delo
31 December 2015
46,461,058
15,803,550
7,468
79,551
(9,543)
(4,466,462)
5,114,637
8,551
110,783
(79,551)
(32,106)
159,844
118,251
(32,106)
(9,543)
(4,466,462)
67,547,640
1 January 2015
-
-
7,058,416
(17,228)
-
7,041,188
Amortisation
Disposals
Sale - Delo
31 December 2015
-
-
235,739
(6,679)
(2,755,736)
4,531,740
(4,664)
(21,892)
-
235,739
(11,343)
(2,755,736)
4,509,848
COST
ACCUMULATED AMORTISATION
CARRYING AMOUNT
31 December 2015
46,461,058
15,803,550
582,897
30,443
159,844
63,037,792
1 January 2015
46,461,058
15,803,550
2,445,207
25,779
160,718
64,896,312
Property rights
Licences and long-term
other IA deferred costs
Intangibles
being
acquired
Total
2014
Brands
Goodwill
51,211,106
17,197,382
11,855,733
369,083
231,310
80,864,614
-
-
97,207
225,284
(28,575)
-
7,063
-
95,052
(205,249)
39,605
199,322
20,035
(28,575)
39,605
(4,750,048)
-
(1,393,832)
-
(57,978)
(126,449)
-
(6,143,880)
(184,427)
46,461,058
15,803,550
(2,588,048)
9,503,623
(241,146)
8,551
160,718
(2,829,194)
71,937,500
1 January 2014
-
-
8,273,758
181,828
-
8,455,586
Depreciation
Disposals
Transfer to non-current assets held
for sale - Radenska
31 December 2014
-
-
977,530
(48,604)
18,347
-
-
995,877
(48,604)
-
-
(2,144,268)
7,058,416
(217,404)
(17,229)
-
(2,361,672)
7,041,187
31 December 2014
46,461,058
15,803,550
2,445,207
25,780
160,718
64,896,313
1 January 2014
51,211,106
17,197,382
3,581,975
187,255
231,310
72,409,028
COST
1 January 2014
Direct acquisitions
Sale of Birra Peja
Reclassifications
Revaluation - appreciation /
impairment
Disposals, reductions
for sale - Radenska
31 December 2014
CARRYING AMOUNT
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All intangible assets are measured under the cost model. Major items of intangible assets
are brands and goodwill, the value of which is verified on an annual basis to determine
whether there is any need for impairment.
In 2014, the Group impaired the Delo brand in full; thus, as at 31 December 2014, only the
Union brand remains. All goodwill relates to the acquisition of the company Pivovarna
Union in 2005. Both the Union brand as well as the goodwill as at 2015 year-end showed
no signs of impairment, as financial results of the company Pivovarna Union in 2015, as
well as its future plans of operations under the auspices of its new owner, the Heineken
Group, are constantly getting better.
No intangible assets of the Group are pledged as collateral as at 31 December 2015.
2. Property, plant and equipment
Production
Other
plant and
plant and
Small
machinery
equipment
tools
67,408,700 275,327,440
67,408,700 275,327,440
35,293,681
2,356
35,296,037
26,427,270
26,427,270
Direct acquisitions
(59)
New additions
1,701,824
10,612,952
Impairment reversal
520,710
Revaluation
(11,324,243) (5,563,767)
Impairments, appreciation
(4,074,266) (4,679,585)
Advances given
Reclassifications
(265,793)
265,793
Disposals
(74,300) (4,579,562)
Sale - Delo
(2,459,094) (15,553,637) (17,078,258)
234,678
163,105
816,927
(1,019,347)
(5,847,527)
1,036
650,497
(1,213,579)
-
31 December 2015
2015
(in EUR)
Land
Buildings
Fixed
Advances
assets
for FA being acquired
Total
COST
31 December 2014
1 January 2015
35,095,777
35,095,777
903,589
903,589
2,588,514 443,044,971
2,356
2,588,514 443,047,327
- 12,297,860 12,533,515
163,105
- (13,786,299)
(4,099)
520,710
- (16,888,010)
(947,643) (9,701,494)
(903,589)
(903,589)
32,106
32,106
- (6,886,788)
- (40,938,516)
16,972,381
44,025,738 264,282,513
29,643,873
25,865,224
-
184,538 380,974,267
31 December 2014
1 January 2015
-
5,117,766 253,576,400
5,117,766 253,576,400
29,462,269
1,162
29,463,431
21,549,466
21,549,466
-
- 309,705,901
1,162
- 309,707,063
Depreciation
Reclassifications
Acquisitions - re-activated
Revaluation
Disposals
Sale - Delo
-
1,506,354
4,914,461
(250)
(2,397,045)
(299) (4,566,009)
(813,245) (19,321,875)
1,533,236
(1,007,589)
(5,285,434)
1,904,343
(1,185,114)
-
-
9,858,394
(250)
- (2,397,045)
- (6,759,011)
- (25,420,554)
31 December 2015
-
3,413,531 234,602,727
24,703,644
22,268,695
-
- 284,988,597
ACCUMULATED DEPRECIATION
CARRYING AMOUNT
31 December 2015
16,972,381
40,612,207
29,679,786
4,940,229
3,596,529
-
1 January 2015
35,095,777
62,290,934
21,751,040
5,832,606
4,877,804
903,589
184,538
95,985,670
2,588,514 133,340,264
144
Production
Other
plant and
plant and
Small
machinery
equipment
tools
94,025,282 345,097,754
116,936
2,132,872
(2,684,036)
(38,612)
2014
(in EUR)
Land
Buildings
Fixed
Advances
assets
for FA being acquired
Total
COST
1 January 2014
54,620,815
26,999,695
Direct acquisitions
Acquisition - re-activated
Impairment reversal
Revaluation
Impairments, appreciation
Advances given
Transfer from use (to the off-balanc
Reclassifications
Disposals
for sale - Radenska
Investment disposal - BP
42,831,453
225,053
9,182,432
74,520
(1,599,941)
(9,750,145)
869,711
635,941
31,764
(3,899,692)
285,912
2,325,447
36,214
(431,740)
(5,170,698) (11,518,440) (42,902,795)
(3,322,890) (14,625,302) (24,999,438)
(9,759,273)
(7,205,585)
(2,788,258)
-
-
(595,060) (72,734,524)
(3,836) (50,157,051)
31 December 2014
35,095,777
67,408,700 275,327,440
35,293,681
26,427,270
903,589
2,588,514 443,044,971
1 January 2014
-
18,260,798 313,052,594
Depreciation
Transfer from use (to the offReclassifications
Acquisitions - re-activated
Disposals
for sale - Radenska
Investment disposal - BP
-
31 December 2014
(27,095)
96,900
736,459
23,544
(71,896)
239,566
4,288,445 568,103,010
- 13,778,580 15,249,097
- (14,373,591)
1
36,214
736,459
23,544
(466,419) (3,150,455)
664,023
738,543
- (1,599,941)
(39,605)
(7,841)
- (14,192,085)
44,932,511
21,791,293
-
- 398,037,196
6,257,471
(1,599,941)
(9,637,556)
2,578,822
4,658
(3,744,425)
2,421,449
59,179
36,216
(431,291)
-
- 14,019,655
- (1,599,941)
63,837
36,216
- (13,813,529)
- (4,552,193) (37,563,728)
- (11,352,495) (16,932,440)
(8,504,928)
(5,804,369)
(2,327,380)
-
-
- (52,948,229)
- (34,089,304)
-
29,462,269
21,549,466
-
- 309,705,901
2,761,913
(257)
5,117,766 253,576,400
CARRYING AMOUNT
31 December 2014
35,095,777
62,290,934
21,751,040
5,831,412
4,877,804
903,589
2,588,514 133,339,070
1 January 2014
42,831,453
75,764,484
32,045,160
9,688,304
5,208,402
239,566
4,288,445 170,065,814
As at 39 September 2015, a real estate appraiser certified by the Slovenian Audit Institute
revalued items of real estate for financial reporting purposes. The total amount of
revaluation of property amounted to EUR 23,671,770 (EUR 15,398,510 for land, EUR
7,846,307 for buildings and EUR 947,643 for investments in progress). The revaluation
effect amounting to EUR 27,556,702 was recognised as revaluation operating expenses,
EUR 558,907 was recognised as other operating revenue and EUR 4,149,144 as a net
increase in revaluation surplus. More information about assumptions used in the
valuation of property is included in the section The use of estimates and judgements
herein.
Due to the disposal of Delo, the Group's property, plant and equipment decreased by EUR
15,517,962 in 2015.
No Group assets are pledged as collateral as at 31 December 2015.
As at 31 December 2015, financial and operating liabilities of the Group amounted to EUR
4,142,550 and relate to the acquisition of property, plant and equipment.
On disposal of property, plant and equipment, the Group realised EUR 466,589 of gains
and EUR 11,813 of losses.
145
3. Investment property
2015
(in EUR)
Land
Buildings
Total
590,764
3,638,781
4,229,545
(78,183)
(265,308)
247,273
(1,852,476)
265,308
(56,163)
1,995,450
(1,930,659)
(56,163)
2,242,723
31 December 2015
247,273
1,995,450
2,242,723
1 January 2015
590,764
3,638,781
4,229,545
Land
Buildings
Total
458,030
468,346
926,376
1,073,345
3,847,364
4,920,709
1,531,375
4,315,710
5,847,085
(154,360)
(181,252)
590,764
(421,866)
(860,062)
3,638,781
(576,226)
(1,041,314)
4,229,545
31 December 2014
590,764
3,638,781
4,229,545
1 January 2014
926,376
4,920,709
5,847,085
COST
1 January 2015
Revaluation - appreciation / impairment
Reclassifications
Sales - Delo
31 December 2015
CARRYING AMOUNT
2014
(in EUR)
COST
31 December 2013
1 January 2014
Transfer to non-current assets held for sale - Radenska
31 December 2014
CARRYING AMOUNT
Investment property is measured at fair value. As at 30 September 2015, the investment
property valuation was assessed by the certified property appraiser, who assessed their
value at EUR 2,242,723 as at that date. As a result of the revaluation of property to lower
fair value, their value was reduced by EUR 1,930,659. The Group recognised EUR
1,978,530 of operating expenses from revaluation and EUR 9,674 of operating revenue
from revaluation.
Investment property also includes property which is not used for carrying out the basic
activity but is leased out by the Group. As at the last day of 2015, investment property
comprises the following: the "Tri lilije" sports arena, the Hotel Hum catering facilities,
and holiday facilities. In 2013, during the process of ownership transformation into the
property of Pivovarna Laško, holiday facilities in Croatia which include holiday home at
"Ičići" and holiday facilities in Barbariga, were recognised at the amount of EUR 0 i.e. the
ownership transformation was not successful. Accordingly, in 2013 Pivovarna Laško and
DSU signed an Agreement on regulation of mutual relationships, that specifies ownership
146
share in the aforementioned investment property. The property held in Croatia is in the
process of disposal.
The Group realised gains of total EUR 117,603 and losses in the amount of EUR 291.592
on account of investment property.
Although the Group sold no investment property in 2015, activities relating to the sale of
investment property continued. The companies will be selling the property not critical for
the operations to ensure the solvency.
The Group reports no investment property under finance lease. As at 2015 year-end, the
Group reports no financial or operating liabilities relating to purchases of investment
property.
4. Long-term investments
4. A. Long-term financial investments in the subsidiaries
(in EUR)
Share in
equity
2015
2014
INTERESTS IN GROUP COMPANIES
In Slovenia:
Radenska Miral Radenci, d. o. o.
Firma Del, d. o. o., Laško
100.00 %
100.00 %
7,427
7,427
182,589
7,427
190,016
Abroad:
Radenska, d. o. o., Zagreb
Radenska, d. o. o., Beograd
Laško Grupa, Sh. p. k., Kosovo
100.00 %
100.00 %
100.00 %
100.00 %
196,283
1,000
197,283
4,907
250
232,240
1,000
238,397
-
(182,589)
(35,875)
(250)
(4,907)
(223,621)
204,710
204,792
Transfer to assets held for sale - Radenska (Miral)
Transfer to assets held for sale - LG Sarajevo
Transfer to assets held for sale - Radenska (Belgrade)
Transfer to assets held for sale - Radenska (Zagreb)
Total
In accordance with IAS 27, the Group measures long-term investments in the subsidiaries
according to the cost model.
Due to their irrelevance, the following companies are not included in the consolidation:
Firma Del, Laško, Laško Grupa, Sarajevo, Laško Grupa, Kosovo. All other subsidiaries are
consolidated using the full consolidation method.
The Group verified at the end of 2015 whether there were any indications of impairment
of its investments in other subsidiaries. As no indications of impairment were present,
147
the value of these investments was not changed compared to the amount recognised as at
the last day of 2014.
4. B. Financial assets available for sale
(in EUR)
Other investments in shares and interests at cost
Other investments in shares and interests at fair value
Total
Transfer to assets held for sale - Radenska
Total
2015
2014
496,256
496,256
720,539
463,395
1,183,934
-
(201,868)
496,256
982,066
2015
2014
982,066
1,207,647
(100,426)
(385,384)
27,203
(47,166)
(3,750)
(201,868)
496,256
982,066
Movements of available-for-sale financial assets
(in EUR)
At 1 January
Changes during the year:
Revaluation
Impairment
Sale
Sale - Delo
At 31 December
As at 31 December 2015, available-for-sale financial assets comprise the following
investments: Davidov hram, d. o. o. in the amount of EUR 240,000, Geoplin in the
amount of EUR 104,485, Novi center Brdo in the amount of EUR 103,824, Laško grupa,
Sarajevo in the amount of EUR 35,957, and the investment in Zavarovalnica Triglav shares
of EUR 11,543.
4. C. Long-term financial lease receivables
(in EUR)
2015
2014
-
518,013
Total
-
518,013
In 2015, the Group no longer discloses any long-term financial lease receivables. These
receivables reported as at the last day of 2014 were partly settled in 2015 and partly
transferred to current amounts.
148
5. Long-term loans issued
(in EUR)
2015
2014
Other long-term loans
Long-term deposits
165,819
-
224,548
2,100,000
Total
165,819
2,324,548
The long-term deposit of EUR 2,100,000 recorded in 2014 was used to collateralise bank
loans. As a result of repayment of those loans, the deposit was released.
Other long-term loans are housing loans granted to employees in past periods (until and
including 2005). The repayment period is 20 years. The last repayments are due in 2022.
6. Long-term operating receivables
(in EUR)
2015
2014
Long-term operating receivables due from others
2,433,480
-
2,093,036
(2,109)
Total
2,433,480
2,090,927
Long-term operating receivables of the Group as at 31 December 2015 include a discounted
receivable due from the State amounting to EUR 2,430,449 on account of overpayment
of water concession fees over the period from 2005 to 2013, as a result of legislation
amended in December 2013. The discount rate applied was 5.45%. In 2015, the repayment
period for concession was changed from 29 to 21 years to coincide with the term of the
concession agreement. The difference was recognised as financial revenue from operating
receivables.
7. Long-term deferred tax assets
(in EUR)
Long-term deferred tax liabilities
Net long-term deferred tax assets
2015
2014
39,446,339
(11,299,001)
-
47,344,502
(13,417,587)
(4,158,871)
28,147,338
29,768,044
Long-term deferred tax assets and liabilities are calculated on the basis of temporary
differences, using the liability method and by applying the 17% tax rate.
149
Movement of deferred tax assets
(in EUR)
Provisions
Liabilities to
employees
Fair value
(financial
assets)
Tax loss
Other
Total
131,872
660,210
41,906,046
3,989,439
224,368
46,911,935
DEFERRED TAX ASSETS
1 January 2014
Changes in the income statement
Changes in the statement of
31 December 2014
1,424
364,797
(14,945,849)
10,845,964
4,072,194
338,530
133,296
162,512
1,187,519
(68,475)
26,891,722
14,835,403
4,296,562
94,037
47,344,502
Transfer to non-current assets held for
sale - Radenska
(84,968)
(62,996)
(3,681,259)
-
(1,018,794)
(4,848,017)
48,328
1,124,523
23,210,463
14,835,403
3,277,768
42,496,485
(27,998)
259,780
(13,335,413)
13,468,176
(409,811)
(45,266)
31 December 2014
31 December 2015
Sale - Delo
31 December 2015
(19,624)
8,801
(827)
-
-
(11,650)
706
1,393,104
9,874,223
28,303,579
2,867,957
42,439,569
-
(331,704)
-
-
(2,661,526)
(2,993,230)
706
1,061,400
9,874,223
28,303,579
206,431
39,446,339
Movement of deferred tax liabilities
Fair value
(brands)
(in EUR)
Fair value
(land
buildings)
DEFERRED TAX LIABILITIES
1 January 2014
5,145,464
Other
Total
10,099,717
426,963
15,672,144
Changes in equity
31 December 2014
(21,856)
(807,507)
43,608
(785,755)
(75,199)
(41)
5,048,368
(1,393,832)
7,898,378
470,571
(75,199)
(1,393,873)
13,417,317
Transfer to non-current assets held for
sale - Radenska
31 December 2014
(689,146)
4,359,222
7,898,378
470,571
(689,146)
12,728,171
(32,771)
-
101,030
68,259
(456,056)
-
-
(456,056)
31 December 2015
3,870,395
7,898,378
571,601
12,340,374
(1,041,373)
-
-
(1,041,373)
2,829,022
7,898,378
571,601
11,299,001
Sale - Delo
31 December 2015
According to the applicable Slovenian tax legislation, tax losses can be used indefinitely in
the future, but each year up to a maximum of half of the taxable profit.
150
8. Group net assets (disposal groups)
(in EUR)
Disposal groups assets - Jadranska pivovara
Disposal groups liabilities - Jadranska pivovara
Net disposal groups assets - Jadranska pivovara
Disposal groups assets - Radenska
Disposal groups liabilities - Radenska
Net disposal groups assets - Radenska
Total
2015
2014
5,233,911
233,911
5,000,000
5,146,807
5,146,807
-
37,280,238
9,709,058
27,571,180
5,000,000
32,717,987
As at 31 December 2015, the Group reports net assets held for sale (Jadranska pivovara)
amounting to EUR 5,000,000. Their value did not change significantly in 2015. Active
negotiations are in progress with the Heineken Group companies regarding the sale of
the investment.
As a result of the disposal of the subsidiary Radenska, the Group derecognised in its books
of accounts net amount of the relevant assets. Total proceeds from the transactions of EUR
59,959,399 were additionally reduced by the costs of sale and legal consultants amounting
to EUR 2,871,062.
9. Inventories
(in EUR)
2015
2014
8,082,448
1,662,710
3,570,041
385,683
850
-
11,831,073
2,135,145
5,657,217
544,870
37,067
(2,980,846)
13,701,732
17,224,526
2015
2014
48,535
(34,789)
30,761
(23,644)
Material and raw materials
Work in progress
Products
Merchandise
Advances for inventories
Total
Inventory surpluses and deficits
(in EUR)
Inventory surplus
Inventors deficit
The carrying amount of inventories does not exceed their realisable value.
No inventories were pledged as collateral as at 31 December 2015.
151
10. Short-term receivables
10. A Short-term operating receivables
(in EUR)
Short-term trade receivables:
on domestic market
on foreign markets
Less impairments
Total
Short-term operating receivables due from others
Receivables for excess corporate tax payment
Advances
Less impairments
Receivables at 31 December
Receivables at 31 December
2015
2014
26,966,074
4,246,820
(4,378,579)
26,834,315
42,822,497
8,720,636
(5,728,354)
45,814,779
3,123,669
81,160
(181,582)
3,406,297
(60,892)
(1,202,282)
29,857,562
47,957,902
-
(5,350,835)
29,857,562
42,607,067
The Group's foreign trade receivables amounting to EUR 2,115,000 are insured with the
Slovenian Export Corporation; the Group received EUR 5,226,645 of warranties from
customers, mortgages on real estate amount to EUR 2,500,000 and guarantees also to
EUR 2,500,000.
The reported value of short-term operating and other receivables reflects their fair value.
Allowances for short-term operating receivables
(in EUR)
2015
2014
5,007,723
5,944,770
(103,792)
(491,059)
448,106
94,327
(28,342)
685,116
1,641
140,320
(1,375,460)
4,378,579
(141,583)
(369,520)
188,688
89,165
3,131
(6,778)
20,481
5,728,354
Transfer from/to non-current assets held for sale - Radenska
Sale - Delo
(685,116)
(720,631)
-
At 31 December
3,693,463
5,007,723
At 1 January
Written-off receivables recovered
Final write-off of receivables
Allowances made during the year
Increase in allowances for disputed
Decrease in allowances
Sale - Delo
Interest transfer to disputed
Sale - Birra Peja
Impairment of receivables
Other
Total
152
11. Short-term available-for-sale financial assets
(in EUR)
2015
2014
Short-term available-for-sale financial assets - at fair value
2,673,549
2,673,549
Total
2,673,549
2,673,549
Investment in the shares of Elektro Maribor totalling EUR 2,402,901 (5.74%) and of
Elektro Gorenjska totalling EUR 270,648 (1.6%) are included in the available-for-sale
financial assets of the Group.
12. Short-term loans issued
(in EUR)
Short-term deposits
Interest on loans to others
Less impairments - interest
Short-term loans
Less impairments
At 31 December
At 31 December
2015
2014
877,978
2,175
272,637
(13,905)
5,217,978
56,752
(20,363)
729,133
(513,906)
1,138,885
5,469,594
-
(4,224,082)
1,138,885
1,245,512
The interest rate on short term deposits ranges from 1.66% to 3.62% whereas for shortterm loans issued the agreed interest rate is 5.5%.
The disclosed value of short-term loans reflects their fair value.
13. Cash and cash equivalents
(in EUR)
2015
2014
Cash at bank
Cash in hand and cheques
Cash in foreign currency
Cash in transit
24,179,714
36,659
71,929
-
5,454,984
32,667
38,911
89,925
(426,698)
Total
24,288,302
5,189,789
A rather high amount of cash as at the 2015 year-end, reflects liquidity surplus as a result
of borrowings raised from the Heineken Group.
153
14. Equity of the owners of the controlling interest
The capital of the Group consists of called-up capital, share premium, profit reserves,
retained earnings or accumulated loss, surplus from the revaluation of financial assets
classified as assets of disposal group and also transitionally undistributed profit for the
financial year or the outstanding loss for the financial year.
Share capital is shown as shareholders’ equity (capital from stakes or capital contribution).
Share capital is divided into called-up share capital and uncalled share capital. Uncalled
share capital is deductible from share capital.
Called-up capital of the Group is defined in the Articles of Association and equals EUR
36,503,305. It is divided into 8,747,652 ordinary transferable nominal no-par-value shares.
Each share gives its owner a voting right at the annual General Meeting of Shareholders
and the right to participate in the profit.
As at 31 December 2015, share premium amounted to EUR 2,566,955. In the past, share
premium was created from the surplus of capital paid-in based on two capital injections
that exceeded the nominal value of paid-in shares and on the basis of the general capital
revaluation adjustment. The value of the surplus amount of capital paid-in amounted to
EUR 79,231,564 and the value of the general capital revaluation adjustment totalled EUR
23,146,157. In the past, share premium was used to settle losses.
The reserves include legal reserves of EUR 3,650,331, reserves for treasury shares of EUR
69,514 and treasury shares as deductible item in the same amount. Legal reserves may be
used exclusively to cover losses and for capital injections. As at 31 December 2015, treasury
shares include 2,164 PILR shares of Pivovarna Laško and 69 PULG shares of Pivovarna
Union.
The amount of retained earnings was reduced by the payment of Pivovarna Union
dividends to the owners of the non-controlling interest (EUR 233,444), and increased by
EUR 240,092 of depreciation of surplus from revaluation of property, plant and
equipment. Other movements are due to the release of treasury share reserves.
Movements in the revaluation surplus mostly relate to the disposal of Radenska and the
revaluation of property, plant and equipment.
15. Equity of the owners of non-controlling interests
While there was a significant reduction in the equity of the owners of non-controlling
interests in 2015 as a result of the disposal of Radenska, the amount was increased by the
net profit of the year and dividends received from Pivovarna Union.
154
16. Provisions and long-term accrued costs and deferred income
(in EUR)
Other provisions
Total
Transfer to liabilities for non-current assets held for sale - Radenska
(provisions for termination benefits and jubilee awards)
(other provisions)
Total
2015
2014
2,215,737
3,340,796
12,747
5,569,280
8,593,019
6,620,614
19,991
15,233,624
-
(874,360)
-
(4,207,000)
5,569,280
10,152,264
Other provisions decreased in 2015 mostly on account of the transfer of EUR 4,209,803
of Pivovarna Laško liabilities relating to payment of water concession fees to long-term
operating liabilities.
Other provisions were set aside on account of litigation in the amount of EUR 563,221,
while EUR 1,500,000 of provisions were recognised for the dispute between with the
municipality of Laško concerning the water treatment plant.
A reduction in the provisions was also due to provision reversal as a result of disposal of
the Delo Group amounting to EUR 2,305,458.
Movement of long –term provisions and long –term accruals and deferred income
(in EUR)
Termination benefits
on retirement
At 1 January 2015
Long-term
deferred costs
Jubilee
and accrued
awards
revenue
Other
Total
4,013,276
1,732,976
19,991
4,386,021
10,152,264
Sale - Delo
Increase - formation
Decrease - utilisation
Decrease - reversal
(1,862,380)
9,064
(34,847)
(62,972)
(413,074)
87,954
(110,233)
(18,970)
60,041
(67,285)
-
(30,004)
2,087,354
(152,914)
(4,074,718)
(2,305,458)
2,244,413
(365,279)
(4,156,660)
At 31 December 2015
2,062,141
1,278,653
12,747
2,215,739
5,569,280
The amount of provisions for retirement benefits and jubilee rewards as at 31 December
2015 was calculated by an authorised actuary. When calculating potential liabilities with
regard to the retirement grant, the provisions of the Decree on the levels of reimbursed
work-related expenses and of certain income not to be included in the tax base are taken
into consideration. If the amount of the retirement benefit exceeds the amount from the
Decree on the levels of reimbursed work-related expenses and of certain income not to be
included in the tax base, the employer needs to pay the 16.1% contributions on the excess
amount.
Overview of additional assumptions:
155
 Growth of average wages in the Republic of Slovenia is assumed to be 0.9% annually
in 2015, 2.2% in 2016 and 2017 and 2.5% in further years, which represents the
estimated long-term growth of wages;
 The calculation takes into consideration the growth of amounts of the retirement
benefits and jubilee awards in the Decree on the levels of reimbursed work-related
expenses and of certain income not to be included in the tax base as assumed in the
previous indent for the growth of the average wage in the Republic of Slovenia (it is an
assumption that the bases will be changing in accordance with the growth of the
average wage in the Republic of Slovenia since we are not aware of the actual intention
of the legislator concerning the amounts in the Decree on the levels of reimbursed
work-related expenses and of certain income not to be included in the tax base);
 The calculation of liabilities from severance payments is tied to the years of
pensionable service of each individual employee.
The selected discounted interest rate is 2.29% annually, which equals the set discount rate
of the Heineken Group in the relevant part of Europe.
Assumption regarding staff turnover and the relevant obligations of the Company:
 employee turnover depending in particular upon the employees' age
 employees' death rate was considered using mortality tables of Slovenian population
in 2007
 allocation of workers as permanently redundant workforce results in other liabilities
of the Company and therefore it is assumed that the present value of the employer's
liabilities relating to classification of an employee as a redundant worker equals the
present value of the liabilities for severance payments;
 cases where the reason is regular retirement are accounted for in the calculation by
considering the accumulated and future years of service, taking into account the
conditions for old-age pension;
 it is assumed that the employees will utilise their right to the old-age pension and
therefore, the obligation to pay jubilee awards to an employee subsequently according
to the projection, will not arise.
Long-term accruals and deferred income mainly refer to the exemptions in respect of the
payment of contributions for the disabled above the quota.
156
17. Long-term liabilities
17. A. Long-term financial liabilities
(in EUR)
Long-term bank borrowings
Other long-term financial liabilities
Long-term borrowings from other companies
Total
2015
2014
20,424
791,848
186,304,771
187,117,043
107,537,375
26,438
38,560
107,602,373
-
(1,867,442)
187,117,043
105,734,931
Transfer to short-term financial liabilities
Total
Maturity of long-term borrowings
(in EUR)
2015
Maturity from 2 to 4 years
185,824,334
1,292,709
Total
187,117,043
Movement of long-term borrowings
Transfer to
Transfer to
current and
short-term current amount
amounts
liabilities
Principal amount
1 January 2015
Changes
in shortterm
New
borrowings
in 2015
Bank
Other lenders
105,669,933
64,998
63,579,836
-
188,408,634
98,150,790
-
Total
105,734,931
63,579,836
188,408,634
98,150,790
(in EUR)
Repayments
in 2015
Principal
amount
31 Dec 2015
Amounts
maturing
in 2016
Long-term
part
6,599
-
140,213,864
1,377,013
20,424
187,096,619
6,599
-
20,424
187,096,619
6,599
141,590,877
187,117,043
6,599
187,117,043
As at 31 December 2015, the Group reports EUR 20,424 of long-term borrowings from
banks.
As at 2015 year-end, long-term financial liabilities nearly exclusively (EUR 185,810,259)
relate to long-term borrowings raised from the controlling entity Heineken International,
B. V., Amsterdam, at the annual interest rate of 2.05%. The loan is not collateralised.
Majority of the remaining amount relates to long-term financial lease liabilities for lease
of a production line, agreed at the annual rate of interest of 3.25%.
17. B. Long-term operating liabilities
The Group's long-term operating liabilities include a liability in the amount of EUR
3,902,120, which relates to the payment of concession fees for the use of water between
2005 and 2013. Pursuant to the decision of the Ministry of Environment and Spatial
Planning of the Republic of Slovenia, this fee must be paid until the expiry of the period
for which the relevant water rights have granted, namely until 31 October 2043, when the
water permit expires.19.
157
18. Short-term liabilities without short-term accruals
18. A. Short-term operating liabilities
(in EUR)
Short-term liabilities to Group companies as suppliers
Short-term liabilities to other suppliers
Short-term operating liabilities to others:
to employees
to the state
Short-term liabilities from advances
Short-term liabilities not yet invoiced
Other short-term liabilities
Total
Total
2015
2014
87,056
10,958,741
76,409
23,171,494
1,438,755
8,548,854
387,994
2,348,749
2,595,905
26,366,054
2,899,766
9,196,800
187,558
3,627,653
39,159,680
-
(3,696,417)
26,366,054
35,463,263
The majority of other short-term liabilities as at 31 December 2015 relate to deposits
received for returnable packaging.
Maturity structure of trade payables
(in EUR)
Not past due
From 1 to 30 days past due
Due and outstanding in excess of 360 days
Total
Total
2015
2014
11,017,859
(46,317)
15,229
34,151
28,676
(13,601)
9,800
11,045,797
21,567,430
859,587
625,084
175,677
10,355
977
8,793
23,247,903
-
3,696,417
11,045,797
19,551,486
158
18. B. Short-term financial liabilities
(in EUR)
Current portion of long-term financial liabilities
Interest payable on borrowings
Short-term borrowings from the Group
Short-term bank borrowings
Other short-term financial liabilities
Total
Total
2015
2014
6,589
13,639
2,152,850
2,173,078
1,867,442
1,241,697
13,265
119,619,990
(72,561)
122,669,833
-
(14,851)
2,173,078
122,654,982
Movements in short-term bank borrowings
Principal amount
1 Jan2015
Current amounts
of long-term
liabilities
Transfer from
long-term
borrowings
Repayments and
renegotiated
in 2015
Outstanding
amount
31 Dec 2015
119,632,032
63,579,837
6,599
183,211,879
6,589
Total
119,632,032
63,579,837
6,599
183,211,879
6,589
(in EUR)
Majority of short-term financial liabilities amounting to EUR 2,131,159 relates to the lease
of production lines, agreed at the annual rate of 3.25%, and lease of motor vehicles.
The disclosed value of short-term financial liabilities reflects their fair value.
19. Short-term accruals and deferred income
(in EUR)
2015
2014
4,378,521
-
6,651,114
(481,479)
Total
4,378,521
6,169,635
The liabilities related to the holiday entitlement not taken, severance pay for redundant
workers, excise duty on unsold products kept in the warehouse and other short- term
deferred revenues are disclosed under short-term accruals and deferred income.
The reduction mostly relates to accrued and deferred items of the disposed subsidiary
Delo.
159
20. Operating revenues and expense
20. A. Net sales revenues
2015
(adjusted)
2014
Revenue from the sale of products and services on domestic market
Revenue from the sale of products and services on foreign markets
Revenues from the sale of material and merchandise on dom. market
Revenues from the sale of material and merchandise on for. markets
129,137,787
37,415,473
6,308,407
476,906
129,456,458
37,906,558
2,765,036
187,054
Total
173,338,573
170,315,106
2015
(adjusted)
2014
Net sales on the domestic market
Revenue from sales in foreign markets
135,446,194
37,892,379
132,221,494
38,093,612
Total
173,338,573
170,315,106
(in EUR)
(in EUR)
The greatest share of revenues on foreign markets is generated on the markets of former
Yugoslavia in particular in Croatia, but also the share of sales on the EU markets has been
on the increase.
20. B. Other operating revenues (including operating revenues from
revaluation)
2015
(adjusted)
2014
Revenue from reversal of provisions
Revaluation operating revenue from current assets
Revaluation operating revenue from non-current assets
37,005
2,895,975
162,440
1,089,450
79,428
1,852,540
101,976
40,563
Total
4,184,870
2,074,507
(in EUR)
Other operating revenue includes revenues on the default interest charged to customers,
the revaluation of investment real estate to higher fair values, the reimbursement of
environmental taxes and excise duties, revenue from the disposal of fixed assets, the
recovery of receivables for which allowances were made in previous years, revenues from
reversal of provisions, received subsidies, bankruptcy estate payments, and others.
160
20. C. Costs and other operating expenses
(in EUR)
Costs of merchandise sold (Horeca)
Costs of materials, raw materials and merchandise
Costs of services
Amortisation and depreciation expense
Employee benefit costs
Social security contributions on salaries
Other costs of labour
Costs of provisions
Total
2015
(adjusted)
2014
6,498,428
60,216,616
46,834,756
10,086,951
27,604,029
797,169
17,280,218
3,778,876
3,792,942
2,950,000
6,259,493
2,320,031
67,183,081
39,764,411
9,776,411
554,016
257,940
17,382,656
3,778,841
4,066,679
5,813,444
186,099,478
150,897,510
The costs of provisions in the amount of EUR 1.5 million relate to the future negative
impacts of the treatment plant in Laško, while the remainder relates to the estimated
future impacts from the contract for filling Kaltenberg beer, the claim of the company
MIP and other minor legal matters.
The majority of operating expenses from revaluation of fixed assets relate to the reduction
in fair value of property based on property value assessment (disclosed under property,
plant and equipment).
Majority of other operating expenses include expenses from revaluation of investment
property, default interest paid and environmental charges.
20. D. Financial income and expense
2015
(adjusted)
2014
835,589
336,203
57,746
441,640
3,508,554
2,823,069
497,070
188,415
FINANCIAL EXPENSE less foreign exchange differences
Financial expenses due to impairment and write-off of investments
Financial expenses for financial liabilities
Financial expenses for operating liabilities
(8,860,197)
(8,771,199)
(88,998)
(15,480,141)
47,352
(15,424,258)
(103,235)
Net financial expenses
(8,024,608)
(11,971,587)
(in EUR)
FINANCIAL INCOME less foreign exchange differences
Financial income from shares in the profits
Financial income from loans
Financial income from operating receivables
161
The most significant item is the amount of interest paid, which fell in 2015 due to the
repayment of amounts due to banks using the funds provided by borrowings raised from
the new owner.
21. Income tax
21. A. Tax on continued operations
2015
(adjusted)
2014
Current tax
Deferred tax
(106,368)
1,224
(388,160)
Total
(106,368)
(386,936)
(in EUR)
In 2015, the Group reported a tax loss amounting to EUR 82,538,879 (Pivovarna Laško a
loss of EUR 80,868,217 and Pivovarna Union a loss of EUR 1,670,662). Hence, the total
accumulated tax loss as at 31 December 2015 amounts to EUR 166,478,175 (Pivovarna
Laško EUR 134,050,700 and Pivovarna Union EUR 32,427,475). According to the
applicable Slovenian tax legislation, tax losses can be used indefinitely in the future, but
each year up to a maximum of half of the taxable profit.
The income tax of the Group differs from the theoretical tax amount which would arise if
the basic tax rates of the domestic country were used. The tax base is calculated as a
difference between taxable revenues and taxable expenses at the level of each individual
company in the Group. If taxable expenses exceed taxable revenues, the company will
show a tax loss which can be covered by future taxable income.
The tax base is reduced by tax deductions related to:
 Fiscal benefits for research and development;
 Fiscal benefits for voluntary supplementary pension insurance;
 Fiscal benefits for the employment of disabled persons and
 Fiscal benefits deductions for donations.
The tax authorities may, at any time within a period of five years after the end of the year
for which a tax assessment was due, carry out an inspection of the company's operations,
which may lead to assessment of additional tax liabilities, default interest and penalties
regarding corporate income tax or other taxes and levies. Management is not aware of any
circumstances that could result in a significant tax liability.
162
21. B. Tax on discontinued operations
2015
(adjusted)
2014
Discontinued operations
Deferred tax
(81,450)
574,401
Total
(81,450)
574,401
(in EUR)
22. Discontinued operations
Profit or loss account from discontinued operations
(adjusted)
(in EUR)
Net sales revenues
Capitalised own products and services
Employee benefits
Costs of provisions
Write-downs
Financial income
Financial expenses
2015
2014
36,355,730
74,171
10,650
4,072,614
(20,634,495)
(12,753,533)
81,273,043
477,574
1,232,641
(48,838,660)
(23,513,937)
(2,109,605)
(95,354)
(360,971)
(483,600)
4,075,607
(5,238,241)
(35,717)
(7,486,959)
(1,123,073)
(3,253,329)
139,035
(367,035)
3,847,607
802,633
(4,404,575)
(6,855,271)
Deferred tax
DISCONTINUED OPERATIONS
(81,450)
574,403
3,766,157
(6,280,868)
Net profit / loss per share from discontinued operations
3,766,157
0.43
0.43
(6,280,868)
(0.72)
(0.72)
Profit and loss account of the Group's discontinued operations in 2015 relates to the
performance of the Delo Group over the period until 30 September 2015; Radenska over
the period until 31 March 2015; and Jadranska pivovara over the entire period of 2015. In
the said periods, their contribution to the net profit or loss of the Group is as follows: net
profit of EUR 532,596 (Delo), net profit of EUR 100,881 (Radenska) and a loss of EUR
260.096 (Jadranska pivovara).
The Group generated EUR 2,871,062 of net proceeds from the sale of Radenska and EUR
521,714 from the sale of the Delo Group.
163
4.4.6 FINANCIAL INSTRUMENTS AND RISKS
23. Financial risk
23. A. Credit risk
The carrying amount of financial assets represents exposure to credit risk.
Credit risk exposure
(in EUR)
2015
2014
Loans and deposits
Financial lease receivables
Receivables less amounts due from the state and advances given
thereof trade receivables
1,304,704
25,772
34,082,028
30,865,129
24,288,302
3,570,060
529,556
41,311,292
36,817,385
5,189,789
Total
59,700,806
50,600,697
end of 2015, our major customer settled the entire debt due to both breweries and thus
credit risk of the Group has reduced.
It is believed that there is a considerable risk of the spreading of the late-payment culture
in 2015 also into 2016, which is the result of the financial crisis in all the segments of the
economy. The management believes that although the credit risk is increasing due to
fierce economic conditions, it is manageable.
Maturity of accounts receivable (net)
(in EUR)
2015
2014
Not past due
Up to 30 days
Maturity more than 90 days
23,621,765
1,172,815
433,806
504,475
5,480,032
33,888,858
8,642,984
1,037,610
227,418
7,746,263
At 31 December
31,212,894
51,543,133
-
(5,717,613)
31,212,894
45,825,520
At 31 December
164
23. B. Liquidity risk
disclosed an excess of current liabilities over current assets, signifying the existence of a
liquidity risk.
International B.V. a Share sale and purchase agreement (SPA), pursuant to which the
breweries repaid all the bank creditors from long-term borrowings provided by the new
owner, and thus significantly improved the ratio between the short-term assets and
liabilities.
As at year-end, the Group discloses a significant excess of current assets over its current
liabilities which in turn means a significant reduction in liquidity risk and the risk of
insolvency.
(in EUR)
Not past due
Total
Total
2015
2014
11,017,859
(46,317)
15,229
34,151
28,676
(13,601)
9,800
11,045,797
21,567,431
859,587
625,084
175,677
10,355
977
8,793
23,247,903
-
(3,696,417)
11,045,797
19,551,486
165
Maturity of short-term financial liabilities to the banks
2016
2016
Principal
amount
Interest
January - March
April - June
July - September
October - December
20,849
8,005
1,585
1,603
611
417
340
322
Total
32,042
1,690
(in EUR)
Maturity of long-term financial liabilities to others
(in EUR)
2015
Current amounts of long-term borrowings
185,824,332
1,292,709
6,599
Total
187,123,640
23. C. Interest rate risk
Interest rate risk is the risk of a possible change in the reference interest rate on the
financial market, mainly due to borrowings linked to a variable interest rate (EURIBOR).
Interest rate hedging of long-term debt at variable interest rate is doubtlessly sensible;
however, our loans were on 15 October 2015 repaid in full through the long-term loan
provided by the new owner of Pivovarna Laško, namely Heineken International, B. V.,
Amsterdam. The loan bears interest at a fixed interest rate. The Group's exposure to
interest rate risk is manageable.
23. D. Price risk
The Group is exposed to price risks on the downstream side and on the upstream side.
On the downstream side, a risk is the increase of retail prices compared to the declining
purchasing power of the population. The retail prices are also affected by the trade margin,
the level of excise duty and value added tax. With regard to the situation in the country,
there is a potential risk of increasing excise duty on alcohol and alcoholic beverages – beer,
and increased rate of value-added tax. All these risks can result in increased retail prices.
This increase can cause a shift of focus of consumers to cheaper products, which are
substitutes of our products, or a shift to shopping abroad where these duties are lower.
The Company has no influence on this risk, which is assessed as significant.
Risks on the upstream side due to the exposure to the prices of input materials that depend
on the individual harvest of barley, maize and hops are assessed as moderate since the
impact is slightly reduced by globalisation. However, global inflation pressures of oil, poor
harvests, climate changes, currency fluctuations and similar could gain in importance.
166
By joining the Heineken Group, a global beer producer, the Company will find it easier to
manage its purchasing risk.
23. E. Foreign exchange risk
Foreign exchange risk is insignificant since the majority of contracts concluded by the
Group with the suppliers is expressed in EUR and therefore the changes in exchange rates
have little or no direct effect on our prices. The same applies to our products that are
invoiced in EUR.
23. F. Capital management
The main purpose of the management of the Group’s equity is to ensure, as far as possible,
the best credit rating and capital adequacy to finance the operations and to maximise the
value for the owners.
Calculation of the ratio between net financial liabilities and equity (gearing ratio)
at 31 December
(in EUR)
Cash
Net financial liabilities
Equity
Gearing ratio (in %)
2015
2014
189,290,121
24,288,302
165,001,819
228,389,913
5,189,789
223,200,124
40,910,293
403.33
62,289,213
358.33
Fair value measurement of assets and liabilities (fair value hierarchy)
at 31 December
(in EUR)
Carrying
Value
31 Dec 2015
Level 1
Level 2
Level 3
2015
TOTAL
Carrying
Value
31 Dec 2014
Level 1
Level 2
Level 3
2014
TOTAL
Assets at fair value
65,557,478
-
59,827,311
7,907,460
67,734,771
146,896,872
-
101,616,256
45,280,616
146,896,872
PPE at fair value (property)
Investment property
Non-current assets held for sale
496,256
57,584,588
2,242,723
5,233,911
-
57,584,588
2,242,723
-
2,673,549
5,233,911
2,673,549
57,584,588
2,242,723
5,233,911
2,673,549
97,386,711
4,229,545
42,607,067
-
97,386,711
4,229,545
-
2,673,549
42,607,067
2,673,549
97,386,711
4,229,545
42,607,067
Assets measured at cost including fair
value disclosure
52,261,502
24,288,302
-
27,973,200
52,261,502
52,250,080
5,189,789
-
47,060,291
52,250,080
Loans and deposits
Trade receivables
Cash
1,138,885
26,834,315
24,288,302
24,288,302
-
1,138,885
26,834,315
-
1,138,885
26,834,315
24,288,302
1,245,512
45,814,779
5,189,789
5,189,789
-
1,245,512
45,814,779
-
1,245,512
45,814,779
5,189,789
Liabilities measured at cost including fair
value disclosure
197,283,926
-
-
197,283,926
197,283,926
250,328,859
-
-
250,328,859
250,328,859
Borrowings
Trade payables
186,325,185
10,958,741
-
-
186,325,185
10,958,741
186,325,185
10,958,741
227,157,365
23,171,494
-
-
227,157,365
23,171,494
227,157,365
23,171,494
The Group measures fair value of assets and liabilities in the statement of financial
position according to the following fair value hierarchy:
 level 1: assets and liabilities whose fair value is determined based on market inputs
(without adjustments) observed on active stock markets,
 level 2: assets and liabilities whose fair value is determined based on inputs other than
quoted market prices that are observable directly or indirectly,
167
 level 3: assets and liabilities whose fair value is determined based on valuation
techniques using unobservable inputs.
4.4.7 SEGMENT REPORTING
24. Segment reporting
24. A. Business segments
Business segments are divided into three parts and are presented separately for the
segments of beer, other drinks, and other activities.
The other segment contains the sale of services, by-products and merchandise.
Items of the income statement only relate to the Group's continued operations, while
items of the statement of financial position disclose all assets and liabilities not classified
into the disposals group.
2015
(in EUR)
Other
Beer
beverages
Other
Total
Net sales by segments
137,213,362
24,497,161
11,628,050
173,338,573
Net sales revenues
137,213,362
24,497,161
11,628,050
173,338,573
4,391,628
(574,217)
(13,626,564)
(9,809,153)
(8,024,608)
(17,833,761)
(106,368)
(17,940,129)
Assets by segment
Brands
Goodwill
144,343,207
46,460,507
15,803,548
22,943,405
-
35,923,087
-
203,209,699
46,460,507
15,803,548
Liabilities by segment
Investments
214,098,075
10,887,248
8,069,888
415,921
7,395,498
1,348,597
229,563,461
12,651,766
8,603,903
1,141,291
341,757
10,086,951
Profit or loss from operations
Profit or loss before tax
Tax payable
Profit or loss for the year
Costs not impacting cash flows
168
2014
(in EUR)
Other
Beer
beverages
Other
Total
Net sales by segments
139,561,198
26,212,430
4,541,478
170,315,106
Net sales revenues
139,561,198
26,212,430
4,541,478
170,315,106
22,079,194
(404,165)
(136,046)
21,538,983
(11,971,588)
9,567,395
(1,224)
388,161
9,954,332
Assets by segment
Brands
Goodwill
154,913,661
46,460,507
15,803,548
25,966,381
-
34,145,945
-
215,025,987
46,460,507
15,803,548
Liabilities by segment
Investments
239,180,709
9,482,652
19,365,473
464,213
3,785,677
2,583,165
262,331,859
12,530,030
8,027,356
1,525,467
223,588
9,776,411
Profit or loss from operations
Income tax
Tax payable
Profit or loss for the year
Costs not impacting cash flows
24. B. Geographical segments
(in EUR)
2015
2014
Net sales
Slovenia
Foreign markets
135,446,195
37,892,378
132,221,492
38,093,614
Total
173,338,573
170,315,106
Assets
Slovenia
Foreign markets
Brands (Slovenia)
Goodwill (Slovenia)
186,016,878
17,192,821
46,460,507
15,803,548
211,468,747
3,557,240
46,460,507
15,803,548
Total
265,473,754
277,290,042
Investments
Slovenia
Foreign markets
12,488,661
163,105
12,401,300
128,730
Total
12,651,766
12,530,030
Net sales revenues on foreign markets were mainly realised on the markets of former
Yugoslavia and the assets on foreign markets relate exclusively to the assets on the markets
of former Yugoslavia.
169
4.4.8 RELATED PARTY TRANSACTIONS
25. Related party transactions
25. A. Sales to related companies
(in EUR)
2015
2014
Subsidiaries
(361)
14,400
Total
(361)
14,400
2015
2014
Subsidiaries
1,317,784
348,635
Total
1,317,784
348,635
25. B. Purchases from related companies
(in EUR)
25. C. Operating receivables and liabilities – related companies
(in EUR)
2015
2014
Trade receivables due from related companies
Subsidiaries
33,965
2,862
Total
33,965
2,862
Trade payables to related companies
Subsidiaries
Other related parties
82,635
-
35,360
64,540
Total
82,635
99,900
2015
2014
Subsidiaries
Other related parties
Controlling company Heineken International, B. V., Amsterdam
13,639
185,810,259
13,461
-
Total
185,823,898
13,461
2015
2014
Subsidiaries
223,532
150,568
Total
223,532
150,568
25. D. Borrowings from related companies
(in EUR)
25. E. Loans issued to related companies
(in EUR)
170
25. F. Finance income from transactions with related companies
(in EUR)
2015
2014
Subsidiaries
102
3,151
Total
102
3,151
4.4.9 REMUNERATION OF MEMBERS OF THE MANAGEMENT AND
SUPERVISORY BOARDS AND THE EMPLOYEES WITH INDIVIDUAL
CONTRACT OF EMPLOYMENT
The Group is managed by the management boards and supervisory boards whose
remuneration is presented in the tables below:
(in EUR)
2015
2014
MANAGEMENT BOARD
Fixed remuneration
Other receipts (benefits)
Variable remuneration (incentive pay)
Reimbursements of costs
1,369,061
30,562
174,755
8,081
69,000
1,408,575
46,414
58,784
-
Total
1,651,458
1,513,773
(in EUR)
Fixed
earnings
Other
receipts
(benefits)
Variable
part
(incentives)
MANAGEMENT BOARD
Dušan Zorko
Martin Peter Hayes
Rumen Ivanov Kolev
Milan Hojnik
Mira Močnik
Boris Matijaščić
Zlatko Bebić
Marjeta Zevnik
Irma Gubanec
Mirjam Hočevar
Gorazd Lukman
Nada Jakopec
Slavko Alojz Bogataj
Matej Oset
186,893
63,665
72,049
58,173
33,000
92,289
82,744
44,209
138,813
99,000
139,813
91,913
72,000
55,688
138,813
5,615
936
1,862
396
4,158
2,675
222
7,514
3,715
57
57
3,355
31,000
11,505
23,000
23,000
63,250
23,000
776
1,451
306
1,373
2,588
1,587
69,000
-
223,508
64,601
72,049
60,811
33,396
96,447
94,248
44,209
164,488
100,673
170,327
228,184
73,430
58,332
166,755
1,369,061
30,562
174,755
8,081
69,000
1,651,458
Total
Reimbursement Termination
of costs
benefits
Total
171
(in EUR)
2015
2014
INDIVIDUAL CONTRACTS OF EMPLOYMENT
Fixed remuneration
Jubilee awards
2,438,167
103,840
6,294
4,700
2,033
63,300
2,763,935
87,336
114,566
3,043
95,000
Total
2,618,334
3,063,880
(in EUR)
2015
2014
SUPERVISORY BOARD'S AUDIT COMMITTEE - meeting fees
Nataša Kočar
Bojan Cizej
Vladimir Malenkovič
Alexander Igličar
Igor Teslić
Jože Bajuk
2,130
970
1,100
4,868
4,348
4,211
4,100
4,162
5,600
17,627
13,862
2015
2014
SUPERVISORY BOARD'S BENCHMARKING COMMITTEE - meeting fees
Dragica Čepin
Goran Branković
Keith Miles
-
2,220
3,220
1,250
Total
-
6,690
(in EUR)
2015
2014
SUPERVISORY BOARD'S HR COMMITTEE - meeting fees
Goran Branković
Jože Bajuk
Dragica Čepin
4,186
3,526
4,436
1,220
1,220
1,220
12,148
3,660
Total
(in EUR)
Total
172
(in EUR)
SUPERVISORY BOARD MEMBERS OF THE LAŠKO GROUP - attendance fees
Brigita Oplotnik Rajh
Bojan Cizej
Dragica Čepin
Peter Groznik
Franko Lipičar
Goran Brankovič
Vladimir Malenković
Dominik Omar
Terezija Peterka
Primož Mlekuš
Jože Bajuk
Nataša Kočar
Pavel Teršek
Janez Škrubej
Marjeta Zevnik
Branimir Piano
Jure Flerin
Total
2015
2014
13,946
9,631
32,784
13,102
4,512
29,518
16,316
4,184
15,565
14,365
13,358
11,455
3,336
1,300
15,313
11,200
10,650
27,245
27,341
51,065
30,474
15,070
25,156
20,750
13,870
15,950
14,750
16,465
13,870
91
19,650
13,650
13,650
220,535
319,047
4.4.10 CONTINGENT LIABILITIES AND ASSETS
The Management Board expects no significant losses from contingencies described below.
Lawsuit brought by Perutnina Ptuj, d.d. for payment of EUR 10,116,488.71 plus
costs and interest
proceedings are still pending. Legal dispute with CEN ADRIA, d. o. o. – v stečaju, Matulji (Croatia)
In 2012, bankruptcy proceedings were instigated against Cen Adria. Laško Group and Pivovarna Laško
173
In the case of Pivovarna Laško against Cen Adria, d. o. o. - v stečaju, Pivovarna Laško
judgement in which the court of first instance rejected the entire claim of Cen Adria, d. o.
o. - v stečaju as the plaintiff. Cen Adria appealed the judgement which is thus not yet final.
Pivovarna Laško and Jadranska pivovara - Split responded to the appeal on 27 August 2015.
4.4.11 COSTS OF THE AUDITOR
The cost of the audit of the Laško Group performed by Ernst & Young, d. o. o. for the year
2015 amounted to EUR 51,800.
Notice of Heineken International B.V., Amsterdam of the result of its takeover
bid
Over the validity of the takeover bid i.e. from 18 November 2015 to 12:00 noon on 15 January
2016, the bid was accepted by 4,030 shareholders, holders of total 3,804,477 shares of the
target company, which accounts for 43.49% of all shares issued by the target company.
Thus on the date the takeover bid was published, the acquirer, who already held 4,673,941
shares of the target company, became owner of total 8,478,418 shares of the target
company, accounting for 96.92% of all shares issued by the target company.
Decision of the Securities market Agency regarding the takeover bid outcome
174
Annual report 2015 / Financial report – Pivovarna Laško / Contents
5
FINANCIAL REPORT
OF PIVOVARNA LAŠKO, D. D.
CONTENTS
5.2 Independent auditor’s report
5.3 Audited separate financial statements of Pivovarna Laško, d. d.
5.3.1 Statement of financial position
5.3.2 Income statement
5.3.3 Statement of other comprehensive income
5.3.4 Statement of changes in equity in 2015
5.3.5 Statement of changes in equity in 2014
5.3.6 Cash flow statement
5.3.7 Distributable profit and its proposed appropriation
5.4 Notes to the separate financial statements
5.4.1 General data
5.4.2 Statement of compliance with IFRS
5.4.3 Use of new and amended IFRS and IFRIC interpretations
5.4.4 Significant accounting policies
5.4.5 Notes to individual items of the financial statements
5.4.6 Financial instruments and risk
5.4.7 Related party transactions
5.4.8 Remuneration of the members of the Management and Supervisory Boards
and employees with individual contracts of employment
5.4.9 Contingent liabilities and assets
5.4.10 Costs of the auditor
5.4.11 Subsequent events
176
177
178
178
180
181
182
183
184
185
186
186
186
186
189
199
217
220
224
226
226
227
175
Annual report 2015 / Financial report – Pivovarna Laško
5.1 Statement of compliance
The Management Board of Pivovarna Laško is responsible for the preparation of the
annual report of the Company as well as the financial statements, in a manner providing
a fair presentation of the Company's financial position and the results of its operations in
accordance with the International Financial Reporting Standards as adopted by the
European Union and with the Companies Act.
The Management Board of Pivovarna Laško, d. d., hereby gives its approval to the business
report and the financial statements for the year ended 31 December 2015 and confirms the
following:
 the financial statements have been compiled under assumption of Pivovarna Laško,
d. d., being able to continue its operations as a going concern,
 the appropriate accounting policies were consistently applied and any changes thereof
have been disclosed;
 the accounting estimates have been prepared in a fair and diligent manner and comply
with the principle of prudence and good management.
The Management Board is responsible for the implementation of measures to ensure the
maintenance of the value of the assets of the Company and for the prevention and
detection of fraud and other irregularities.
The tax authorities may, at any time within 5 years after the year in which the tax should
have been levied, inspect the activities of the Company. This may result in additional
liabilities for tax, default interest and penalties relating to corporate income tax or other
taxes and duties. The Management Board of Pivovarna Laško is not aware of any
circumstances that could give rise to a potential material liability in this respect.
mag. Dušan Zorko
Marjeta Zevnik
Mirjam Hočevar
Martin Peter Hayes
Matej Oset
Rumen Ivanov Kolev
176
5.2 Independent auditor's report
177
5.3 Audited financial statements of Pivovarna Laško for the year
ended 31 December 2015 compiled under IFRS
5.3.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D.,
AT 31 DECEMBER 2015
(in EUR)
Notes
31 Dec 2015
31 Dec 2014
5
6
7
250,321,333
504,005
36,754,241
1,942,713
164,071,816
208,727
17,769,738
29,070,093
246,873,598
701,953
43,868,755
3,739,693
168,601,241
241,655
376
518,013
29,201,912
8
9
10.A
10.B
11
12
13
38,007,150
5,000,000
6,468,530
15,014,951
236,241
270,648
221,056
10,795,724
72,870,185
46,535,646
6,711,132
18,829,865
270,648
292,308
230,586
73,001
113,842
38,080,151
72,984,027
288,401,484
319,857,625
ASSETS
Long-term assets
Intangible assets
Investment property
Long-term investments in the subsidiaries
Long-term available-for-sale financial assets
Long-term given loans
Short-term assets less short-term deferred and accrued
items
Non-current assets held for sale
Inventories
Short-term operating receivables
Short-term financial lease receivables
Short-term available-for-sale assets
Short-term loans and deposits
Short-term deferred costs and accrued revenue
Total short-term assets
TOTAL ASSETS
1
2
3
4.A
178
5.3.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D.,
AT 31 DECEMBER 2015
(continuation)
(in EUR)
Notes
31 Dec 2015
31 Dec 2014
75,451,606
58,071,010
75,451,606
36,503,305
15,128,046
3,730,094
5,750,018
240,092
14,100,051
58,071,010
36,503,305
15,128,046
3,730,094
2,709,565
-
212,949,878
261,786,615
15
3,636,980
1,561,957
2,068,289
6,734
5,829,031
1,599,762
4,209,804
19,465
16
16.B
190,206,891
186,304,771
3,902,120
72,918,398
72,918,398
-
17
17.A
17.B
16,440,185
15,455,016
985,169
181,763,264
27,861,203
153,902,061
18
2,665,822
1,275,922
19,106,007
183,039,186
288,401,484
319,857,625
EQUITY
Equity
Share capital
Share premium
Profit reserves
Revaluation surplus
Retained earnings
Net profit or loss
14
LIABILITIES
Provisions and long-term accrued costs and deferred
revenue
Other provisions
Long-term liabilities
Long-term financial liabilities
Long-term operating liabilities
Short-term liabilities less short-term accrued and
deferred items
Short-term operating liabilities
Short-term financial liabilities
Total short-term liabilities
TOTAL EQUITY AND LIABILITIES
16.A
179
5.3.2
INCOME STATEMENT OF PIVOVARNA LAŠKO, D. D.,
(in EUR)
2015
2014
91,235,307
(674,024)
1,196,026
(66,764,654)
(10,976,272)
91,200,214
161,414
919,356
(65,473,721)
(10,951,954)
19
19
19
19
(4,449,262)
(12,708,751)
(2,950,000)
(3,790,611)
(9,882,241)
(4,560,308)
(264,113)
(2,971,662)
8,059,226
Financial income
Financial expenses
20
20
31,495,375
(7,982,799)
13,630,335
3,486,367
(23,650,432)
(12,104,839)
Tax
CONTINUED OPERATIONS
21
469,716
2,256,931
14,100,051
(9,847,908)
1.6119
1.6119
(1.1258)
(1.1258)
Net sales revenues
Employee benefits
Revaluation operating expense
Costs of provisions
Net profit / loss per share:
Net profit / loss per share:
Notes
19
19
19
180
5.3.3
STATEMENT OF OTHER COMPREHENSIVE INCOME
OF PIVOVARNA LAŠKO
(in EUR)
2015
2014
14,100,051
(9,847,908)
Other comprehensive income
Gains / losses from revaluation of property
Deferred tax on account of revaluation
3,830,879
(610,335)
36,516
WILL BE RECLASSIFIED TO PROFIT OR LOSS AT A
FUTURE DATE
3,220,544
36,516
Unrealised actuarial gains / losses from postemployment benefits
Deferred tax on unrealised actuarial gains / losses
51,199
8,802
(213,849)
18,039
WILL NEVER BE RECLASSIFIED TO PROFIT OR LOSS
60,001
(195,810)
3,280,545
(159,294)
17,380,596
(10,007,202)
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD
181
5.3.4 STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO
(in EUR)
OPENING BALANCE
at 1 January 2015
Reserves
Other
Total
Retained
Net
Share
Share
Legal
for treasury
profit
profit
earnings
profit
Revaluation
TOTAL
capital
premium
reserves
shares
reserves
reserves
or loss
surplus
EQUITY
36,503,305
15,128,046
3,650,331
79,763
-
3,730,094
-
-
2,709,565
58,071,010
Other increase / decrease
-
-
-
(71,218)
71,218
-
-
-
-
-
-
-
-
(71,218)
71,218
-
-
-
-
-
Tax on individual items of
Other - actuary
-
-
-
-
-
-
-
14,100,051
-
3,830,879
14,100,051
3,830,879
-
-
-
-
-
-
-
-
(610,335)
60,001
(610,335)
60,001
income in 2015
-
-
-
-
-
-
-
14,100,051
3,280,545
17,380,596
Changes in equity
Other
-
-
-
-
-
-
240,092
-
(240,092)
-
-
-
-
-
-
-
240,092
-
(240,092)
-
36,503,305
15,128,046
3,650,331
8,545
71,218
3,730,094
240,092
14,100,051
5,750,018
75,451,606
CLOSING BALANCE
At 31 December 2015
182
5.3.5
STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO
(in EUR)
Reserves
Total
Share
Share
Legal
for treasury
profit
Retained
profit
Net
Revaluation
TOTAL
capital
premium
reserves
shares
reserves
earnings
or loss
surplus
EQUITY
OPENING BALANCE at 1 January
2014
36,503,305
24,760,570
3,650,331
79,763
3,730,094
-
Other
-
-
-
-
-
-
income in 2014
-
-
-
-
-
-
Changes in equity
Loss settlement
Other
-
(9,632,524)
-
-
-
-
-
(9,632,524)
-
-
-
36,503,305
15,128,046
3,650,331
79,763
3,730,094
CLOSING BALANCE
At 31 December 2014
(215,384)
215,384
-
3,084,243
68,078,212
(9,847,908)
-
(159,294)
(9,847,908)
(159,294)
(9,847,908)
(159,294) (10,007,202)
9,847,908
-
(215,384)
-
-
9,847,908
(215,384)
-
-
-
2,709,565
58,071,010
183
5.3.6 CASH FLOW STATEMENT OF PIVOVARNA LAŠKO, D. D.,
(in EUR)
2015
2014
OPERATING PROFIT
(9,882,241)
8,059,226
Adjustments for:
Depreciation of PPE and investment property
Amortisation of intangible assets
Net movements in provisions
4,251,314
197,948
13,888,621
655,307
2,063,221
4,323,677
236,631
565,577
252,489
23,290
Total adjustments
21,056,411
5,401,664
242,602
2,959,319
(11,138,193)
226,526
1,007,725
3,232,452
(7,936,272)
4,466,703
NET CASH FLOWS FROM OPERATING ACTIVITIES
3,237,898
17,927,593
Cash flows from investing activities
Acquisition / disposal of property, plant and equipment
Acquisition / disposal of intangible assets
Salle of finacial assets
Acquisition / disposal of financial assets
Acquisition / disposal of available-for-sale assets
Interest income
Dividends received and capital gains
(5,577,609)
5,343,958
(17,956,813)
61,302,859
224,436
11,503,726
(4,212,621)
(2,898)
27,289,302
65,878
3,420,489
54,840,557
26,560,150
(7,982,798)
(225,824,977)
186,294,458
(13,919,228)
(30,695,147)
(47,513,317)
(44,614,375)
NET INCREASE / DECREASE IN CASH AND CASH
EQUIVALENTS
10,565,138
(126,632)
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
230,586
10,795,724
357,218
230,586
MOVEMENTS IN WORKING CAPITAL
Inventories and non-current assets held for sale
Operating and other receivables
Operating and other liabilities
Total movements in working capital
NET CASH FLOWS FROM INVESTING
Cash flows from financing activity
Interest paid
Decrease in financial debt
Increase in financial debt
NET CASH FLOWS FROM FINANCING
184
5.3.7
DISTRIBUTABLE PROFIT AND ITS PROPOSED APPROPRIATION
As of 31 December 2015 distributable profit amounted to 14.340.143 EUR and was
consisted out of current year profit for 2015 in the amount of 14.100.051 EUR and profit
from prior years in the amount of 240.092 EUR.
Management board suggestion is that distributable profit as of 31 December 2015 remains
undistributed.
185
5.4 Notes to separate financial statements
5.4.1
GENERAL DATA
Pivovarna Laško is a public limited company, registered with the Celje District Court
under the decision No Srg 95/00673 and under the application No. 1/00171/00. It is
classified as a large company and as such is subject to regular annual audits of its financial
statements. The principal activity of the Company is the production and sale of beer, malt
and waters. The Company is also engaged in wholesale and retail trade.
Pivovarna Laško, d. d. (hereinafter referred to as: the Company) is the parent company of
the Laško Group with its headquarters in Slovenia: Trubarjeva ulica 28, 3270 Laško,
Slovenia.
The Company’s ordinary shares are quoted on the Ljubljana Stock Exchange under the
“PILR” ticker symbol. The Company’s share capital totals EUR 36,503,304.96 and is
represented with 8,747,652 ordinary freely negotiable registered no-par-value shares.
There are no limitations on the payment of dividends or other distributions of equity.
From 1 January 2015 until its takeover by the Heineken Group (15 October 2015), the
company Pivovarna Laško had no controlling entity. Rather, it was itself the controlling
entity of the Laško Group.
Since its acquisition by the Heineken Group, Pivovarna Laško is controlled by the
company Heineken International B.V.
5.4.2 STATEMENT OF COMPLIANCE WITH IFRS
The separate financial statements of Pivovarna Laško have been drawn up in accordance
with the International Financial Reporting Standards (IFRS) as adopted by the European
Union, including the guidelines adopted by the International Financial Reporting
Interpretations Committee (IFRIC) and the provisions of the Companies Act.
5.4.3 USE OF NEW AND AMENDED IFRS AND IFRIC INTERPRETATIONS
a) Standards and interpretations that entered into force during the reporting
period
In the period under review, the following amendments to the existing standards issued by
the International Accounting Standards Board (IASB) were applied as adopted by the EU:
to 2013" stemming from the annual IFRS improvements project that encompasses
IFRS 1, IFRS 3, IFRS 13 and IAS 40, mainly in order to eliminate discrepancies and
 IFRS 21 "Levies", adopted by the EU on 13 June 2014 and effective for annual periods
beginning on or after 17 June 2014.
186
The adoption of these amendments to the existing standards led to no changes in the
accounting policies of the Company.
b) Standards and representations issued by the IASB and adopted by the EU
that have not entered into force yet
As at the date of approval of the separate financial statements, the following standards,
changes of the existing standards and interpretations as issued by the International
Accounting Standards Board (IASB) were adopted by the EU and are applicable to future
periods:
 IFRS 11 "Joint Arrangements" - accounting for shares in joint operations that the EU
adopted on 24 November 2015 (effective for annual periods beginning on or after 1
January 2016),
 Amendments to IAS 1 "Presentation of Financial Statements" - Disclosure Initiative,
were adopted by the EU on 18 December 2015 and are effective for annual periods
beginning on or after 1 January 2016.
 Amendments to IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible
Assets" - Methods of Acceptable Amortisation and Depreciation, were adopted by the
EU on 2 December 2015 and are effective for periods beginning on or after 1 January
2016.
 Amendments to IAS 16 "Property, Plant and Equipment" and IAS 41 "Agriculture" Agriculture: Bearer Plants - as adopted by the EU on 23 November 2015 are effective
 Amendments to IAS 19 "Employee Benefits"- Defined Benefit Plans: Employee
Contributions were adopted by the EU on 17 December 2014 and are effective for
annual periods beginning on or after 1 February 2015.
 Amendments to IAS 27 "Separate financial statements" - Equity Method in Separate
Financial Statements, were adopted by the EU on 18 December 2015 and are effective
IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38, mainly in order to
eliminate discrepancies and misinterpretations, were adopted by the EU on 17
December 2014 and are effective for annual periods beginning on or after 1 February
2015.
IFRS 5, IFRS 7, IAS 19 and IAS 34, mainly in order to eliminate discrepancies and
The Company has decided not to apply the amended standards, amendments and
interpretations early, but will comply with them when they become effective. The
Company has assessed that in the initial period of adoption of the standards, amendments
187
and interpretations, these will not have a significant impact on its separate financial
statements.
c) Standards and interpretations issued by IASB but which have not yet been
adopted by the EU
Currently, the IFRS as adopted by the European Union do not considerably differ from
those adopted by the International Accounting Standards Board (IASB) with the exception
of the following standards, amendments to the existing standards and interpretations
which were not confirmed for use on 7 March 2016.
 IFRS 9 "Financial instruments" (effective for annual periods beginning on or after 1
January 2018),
 IFRS 14 "Regulatory Deferral Accounts", (effective for annual periods beginning on or
after 1 January 2016). The European Commission has decided not to initiate the
adoption process of the interim standard but to wait for the final version of the
standard to be issued.
 IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods
beginning on or after 1 January 2018).
 IFRS 16 " Leases" (effective for annual periods beginning on or after 1 January 2019).
 Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of
Interests in Other Entities" and IAS 28 " Investments in Associates and Joint
Ventures" - Investment Entities: Applying the Consolidation Exception (effective for
annual periods beginning on or after 1 January 2016).
 Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28
"Investments in Associates and Joint Ventures" - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture including any subsequent
amendments (effective date has been postponed indefinitely until the completion of a
research project addressing the equity method).
 Amendments to IAS 12 "Income Taxes" - Recognition of Deferred Tax Assets for
Unrealised Losses (effective for annual periods beginning on or after 1 January 2017).
The Company estimates that the adoption of these standards, amendments and
interpretations will not have a significant impact on the Company’s financial statements
during the period of initial application.
At the same time, the accounting for the hedging of risks associated with the portfolio of
financial assets and liabilities, the principles of which the EU has not yet adopted, still
remains unregulated.
The Company estimates that the accounting of risk hedging connected to the portfolio of
financial assets and liabilities in accordance with the requirements of IAS 39: "Financial
Instruments: Recognition and Measurement" would not have a significant impact on its
financial statements if it was applied as at the date of its statement of financial position.
188
5.4.4 SIGNIFICANT ACCOUNTING POLICIES
Basis of preparations
The financial statements have been compiled under provisions of IFRS, the Companies
Act, other acts and the Accounting Manual of Pivovarna Laško, and are expressed in the
euro. When disclosing and measuring the items, the provisions of the standards were
directly applied, with the exception of the items where standards provide a choice between
several valuation methods.
The financial statements have been prepared taking into account historical costs except
for the financial assets, non-current assets held for sale (or assets and related liabilities of
the disposal group), property and investment property carried at revalued amount or fair
value. The valuation of assets and liabilities is presented in detail in individual sections
below.
When selecting the accounting policies and when deciding on their use and in the
compilation of these financial statements, the Pivovarna Laško Management Board took
into consideration the following three requirements:
 Financial statements are understandable when they are easily understood by users,
 Information is relevant if it assists the user in making economic decisions,
 Information is essential if its omission or untrue statement could have an impact on
economic decisions of the users.
The accounting policies presented below were consistently applied in all of the periods
presented.
Going concern assumption
The Management of the Company have assessed that the use of the going concern
assumption in the preparation of the financial statements for the period ended 31
December 2015 is appropriate.
Foreign currencies
All the items presented in the financial statements of the Company are denoted in the
currency of the primary environment – the country where the Company operates (this
currency is the so called “functional currency”). The financial statements are presented in
euro, which is also the functional and reporting currency of the Company.
Foreign currency transactions are converted into the reporting currency using the
exchange rate valid on the day of the transaction. Gains and losses arising from these
transactions and from the conversion of cash and liabilities, denominated in a foreign
currency, are recognised in the profit or loss.
Exchange rate differences arising from debt securities and other monetary financial
instruments are recognised at fair value and are included in the profit or loss of
transactions with foreign currencies. Exchange rate differences from non-monetary items
such as securities held for trading are reported as an increase or decrease in fair value.
189
Exchange rate differences from securities available-for-sale are included in the revaluation
surplus.
The use of estimates and judgements
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the carrying amounts of assets and liabilities of the
Company as well as the reported income and expenses for the period.
Management estimates include among others: determination of the useful life and
residual value of property, plant and equipment, as well as intangible assets, assessments
concerning non-current assets available for sale, especially that they will actually be sold
in the short-term, and assessment of their fair value less costs of selling, allowances made
for inventories and receivables, assumptions material to the actuarial calculation of certain
employee benefits, and assumptions used in the calculation of potential provisions for
lawsuits, etc. Notwithstanding the fact that when preparing the assumptions, the
management carefully considers all factors that could impact the assumptions, the actual
results of business decisions could nonetheless differ from the expected results. In the
process of making accounting estimates, management makes judgements while
considering potential changes in the business environment, new business events, new
and additional information that may be available, as well as experience.
Key estimates and assumptions as at the day of the statement of financial position that are
associated with future operations and which could result in significant adjustment of the
book values of assets and liabilities are presented below.
Information on significant estimates about uncertainty and critical judgements in
applying accounting policies that have the most significant impact on the amounts
recognised in the financial statements is presented in the following notes:
 The Company assesses on an annual basis whether there are any indications of
impairment of an individual cash-generating unit. If any such indications exist, the
recoverable amount of non-financial assets is determined as the present value of future
cash flows, based on the estimate of expected future cash flows from the cashgenerating unit and determination of the relevant discount rate.
 In its financial statements, the company discloses property (land and buildings) in
accordance with the so-called revaluation model (in the case of tangible fixed assets)
or in accordance with the fair value model (in the case of investment property). The
fair value of the properties was assessed as at 30 September 2015. The appraisal was
conducted by Katarina Grilc Brilli, certified real estate appraiser licensed by the
Slovenian Institute of Auditors. The appraisal was prepared for the purpose of
financial reporting in accordance with International Valuation Standards (IVS 2013).
The fair value of property, which is considered their market value, was appraised. The
appraiser reviewed the documentation and other information about the properties,
performed field visits and viewed them, examined issues that could affect their value
(legislation, market conditions surrounding the property, their best use, etc.), collected
and analysed public and non-public data and information on comparable transactions
in the market and finally methodologically processed the data in such a way as to arrive
190
to the most likely appraised values. In the appraisal, she applied assumptions and
experience from the Slovenian real estate market.
 Defined benefit obligations include the present value of termination benefits on
retirement and jubilee awards. They are recognised on the basis of the actuarial
calculation approved by the management. The actuarial calculation is made by using
assumptions and estimates effective at the time of the calculation, and may, as a result
of future changes, differ from actual assumptions applicable at that future time. This
applies primarily to determination of the discount rate, assessment of employee
turnover, mortality assessment, as well as assessment of the increase in salaries. Due
to the complexity of the actuarial calculation and the long-term nature of the item,
defined benefit obligations are sensitive to changes in the above estimates and
assessments.
 A provision is recognised when the Company has present obligations (legal or
constructive) as a result of past events, a reliable estimate can be made of the amount
of obligation, and it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation. Contingent liabilities are not
recognised in the financial statements as their actual existence will be confirmed only
upon the occurrence or non-occurrence of one or more uncertain future events not
entirely within the control of the Group. The management of the Company continually
assess contingent liabilities to determine whether an outflow of resources embodying
economic benefits has become probable. In this case, a provision is recognised in the
financial statements of the period in which the change in probability occurs.
Recognition of revenue
Revenue is measured at the fair value of the consideration received or receivables for the
sale of products, goods, or services rendered during the ordinary operations of the
Company. Revenue is presented exclusive of value added tax and excise duties, rebates
and reimbursements.
Revenue from the sale of products, merchandise and materials is recognised if all of the
following conditions are fulfilled:
 All the significant risks and rewards of ownership of the object of sale are transferred
to the buyer;
 The seller loses the management and control over what is covered by the sale;
 Amount of revenue can be reliably measured;
 A high degree of certainty is attached to the flow of economic benefits related to the
transaction;
 The expenses incurred with respect to transaction can be reliably measured.
Other categories of revenue are recognised based on the following basis:
 Interest income is recognised as the income of the period to which they pertain, in
accordance with the applicable interest rate and when the degree of certainty attached
to the flow of economic benefits is high;
191
 Dividend income is recognised when the right to receive payment is established;
 Revenue from royalties is recognised on the basis of the provisions of the licence
agreements.
Investments into the subsidiaries
A subsidiary company is a company where Pivovarna Laško, the controlling company, has
the power to govern the subsidiary's financial and operating policies.
In separate financial statements of Pivovarna Laško, the investments into subsidiaries are
measured at their cost in compliance with IAS 27 (except when classified as non-current
assets and related liabilities) held for sale in compliance with IFRS 5).
When establishing whether in the financial statements of Pivovarna Laško any loss due to
impairment of the investment into the subsidiary should be recognised, the provisions of
IAS 27 or IAS 39 are considered. Furthermore, the entire carrying amount of the
investment is tested as an asset in accordance with IAS 36; its carrying amount is
compared to the recoverable amount (the higher of its fair value less costs to sell or value
in use).
Intangible assets
Intangible assets with a finite useful life acquired individually (not within a business
combination) and not generated within the Company are measured after recognition
using the cost model or are disclosed at cost less any accumulated depreciation and any
accumulated impairment. They are depreciated according to the straight-line method in
the period of their estimated expected functional life periods of individual items of
intangible assets or their components. Amortisation of an item of intangible assets begins
when the asset is made available for its use (patents, brands, licences 5 years; software
application 3 years). Estimates of expected functional life periods and the amortisation
method are checked on the preparation of financial statements; any changes of estimates
of the categories mentioned are considered in the future periods rather than
retrospectively.
Intangible assets with indefinite useful life are not amortised; instead, their recoverable
amount is tested regularly by the Company. When the asset's assessed recoverable
amount is lower than its carrying amount, the asset is impaired in accordance with
provisions of IAS 36, and the resulting impairment loss is recognised in the profit or loss.
Intangible assets are derecognised upon their disposal or when no future economic
benefits are expected from their further use. Gains or losses arising from derecognition
of an item of intangible assets are recognised in the profit or loss of the period of
derecognition.
Amortisation rates are as follows:
Other intangible assets
Application software
Concession
Licences, patents
33.3 %
10 %
33.3 %
10 %
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Land and buildings in use are accounted for using the revaluation models and are
disclosed at revalued amount at the date of the revaluation, less any subsequent
accumulated depreciation or impairment losses. The revaluation is made with sufficient
regularity to ensure that the carrying amount of the assets does not differ materially from
their fair value at the reporting date.
Appreciation of land and buildings is recognised or accumulated as the revaluation
surplus in other comprehensive income except when the previous revaluation of the same
land and buildings recognised in profit or loss is reversed; in this case the appreciation to
the amount of the prior revaluation of the assets is recognised in profit or loss. Downward
revaluation of land and buildings that exceeds potential previously recognised revaluation
surplus of the same land and buildings is recognised in profit or loss.
Production facilities, machinery, all types of equipment, reusable packaging and small
tools are recognised under the cost model and are disclosed at their cost less accumulated
depreciation and accumulated impairment losses.
The items of property, plant and equipment being acquired are measured at cost less any
impairment loss. The cost of an item of property, plant and equipment includes the
relevant borrowing costs in accordance with the adopted accounting policy. They are
classified under the relevant categories of property, plant and equipment, to which they
will belong when completed and made available for use. Depreciation of the items of
property, plant and equipment begins in the month following the month when the assets
are made available for their use.
Land is not depreciated.
The depreciation of buildings is recognised in profit or loss, while the reversal of the
relevant revaluation surplus is simultaneously recognised in retained earnings. On
derecognition of buildings, the attributable amount of revaluation surplus is reclassified
directly to retained earnings.
Depreciation is calculated using the straight line method (except for land and property,
plant and equipment being acquired, which are not depreciated) and is recognised so that
the cost or the revalued amount of the property, plant and equipment less any residual
value is written-off in the period of its estimated functional life period. The estimates of
expected functional life period, their residual values and the depreciation method are
checked on the preparation of financial statements; any changes in estimates of those
categories are accounted for in future periods rather than retrospectively. The expected
functional life periods of individual groups of assets are as follows:
Buildings
Plant and machinery
Hardware and software
Motor vehicles
Other equipment
Reusable packaging (barrels, bottles, crates)
10 – 66 years
5 – 14 years
3 years
3 – 9 years
3 – 20 years
3 – 5 years
193
Borrowing costs related to financing the purchase of land, the construction of buildings
and the purchase of equipment are attributed to the value of the fixed asset from the day
of bringing the asset to its working condition. Costs incurred in relation to property, plant
and equipment increase their cost providing they increase future benefits arising from the
assets in excess of the originally assessed benefits; however, costs that allow the extension
of the useful life of the assets initially decrease their accumulated depreciation. The
extension of the useful life of an item of property, plant and equipment relates to the
extension of its originally determined useful life during which the asset is depreciated. All
other repair and maintenance costs are included in profit or loss of the financial year when
they are incurred.
The items of property, plant and equipment are derecognised upon their disposal or when
no future economic benefits are expected from their further use. Gains or losses arising
from derecognition of an item of property, plant and equipment are recognised in the
profit or loss of the period of derecognition.
Investment property
Investment property is property owned by the Company for the purpose of earning rent
or increasing the value of the property in the long-term. On recognition, they are measured
at cost whereas subsequently they are measured using the so called fair value model
(depreciation is not calculated), which means that the increase or decrease in their fair
value affects profit or loss of the period in which it is affected.
An investment property is derecognised on its disposal or final termination of its use,
when no future economic benefits are expected from the asset on its disposal. Gains and
losses on disposal of investment property are recognised in the profit or loss of the period
in which the asset is derecognised.
Impairment of property, plant and equipment, and intangible assets
On preparation of the financial statements, all items of property, plant and equipment,
and intangible assets are checked for any signs of impairment. If there are indications of
impairment, the asset's recoverable amount is assessed. When the recoverable amount of
an individual asset cannot be established, the recoverable amount of a cash-generating
unit to which the asset belongs is assessed.
The recoverable amount of the asset is the higher of its fair value decreased by the costs
to sell or its value in use. The latter is assessed as the present value of discounted future
cash flows associated with the financial asset taking into account the pre-tax discount rate
that reflects the current market estimate of the time value of money and specific risks
related to the assets that were not considered in the assessment of future cash flows.
The asset (or a cash-generating unit) is impaired to its recoverable amount if the latter is
lower than its book value. Impairment is immediately recognised in profit or loss except
when the asset is carried under the revaluation model; in this case the impairment is
disclosed as a decrease in the revaluation surplus.
194
Loans and deposits issued, monetary items
Financial assets such as loans and deposits issued and monetary items are initially
measured at fair value on the date of their issue or placement.
After initial measurement they are disclosed at amortised cost using the effective interest
method less any impairment losses.
Available-for-sale financial assets are initially measured at their fair value on the date of
acquisition. This fair value is usually equal to the asset's cost; however, sometimes
adjustments are needed.
After the initial recognition, the financial assets available for sale are measured at fair
value in the statement of financial position, whereas changes in fair value are recognised
under other comprehensive income excluding the assets' impairments and interest that
are recognised by using the effective interest rate and exchange rate differences.
The best evidence of an asset's fair value is normally its quoted prices on an active market.
If these are not available, valuation techniques are applied that as far as possible take
account of market inputs including the most recent arm's length market transactions,
reference to the current fair value of another instrument that has substantially similar
characteristics, and discounted cash flow analysis.
If the fair value of a financial asset available for sale cannot be reliably measured, the asset
is carried at its cost taking into consideration any impairment losses.
On derecognition of an available-for-sale financial asset or its permanent impairment, the
cumulative other comprehensive income is reclassified to the profit or loss of the period
in which the asset is derecognised or permanently impaired.
Inventories
Inventories of materials (with the exception of marketing material) and merchandise are
disclosed at the lower of cost and net realisable value; declining values of inventories are
accounted for using the weighted average cost method. Net realisable value is the
estimated selling price less the estimated costs of completion and the estimated costs
necessary to make the sale.
Inventories of finished products, semi-finished products and work in progress are valued
at their production costs. Production costs are direct costs of materials and raw materials,
labour, production services, depreciation, and similar, and indirect costs of production
(costs of materials and raw materials, labour, services and depreciation that are accounted
for in the production process but cannot be directly linked to emerging products and
services).
Inventories of raw materials, materials (other than marketing materials), spare parts,
products and merchandise are written-off on the basis of inventory records, customer
complaints and returns and other records or at the proposal of the responsible person
(including damaged products, ullage and breakages) that requires the decision of the
195
Company's Management Board. The inventories are written off in full if the sale is
permanently discontinued or their use is forbidden. The Group examines the usefulness
of the stocks of materials and spare parts with less than 5 years of movement and if
necessary, their value is 100% impaired.
In 2015, the Company changed its accounting policy regarding the valuation of its
marketing material. On the purchase, the cost of marketing material is expensed, while in
the past the cost of marketing material was expensed upon its actual use. The changed
accounting policy had no significant impact on the financial statements for the year ended
31 December 2015.
Operating receivables
On initial recognition, operating receivables are recognised at fair value; subsequently they
are measured at amortised cost using the effective interest rate method less any
impairment loss.
Impairments of individual operating receivables are recognised when there is objective
evidence that the recovery of the full amount due is impossible. The impairment loss is
the difference between the carrying amount and the present value of estimated future cash
flows discounted at the effective interest rate. The impairment loss is recognised in profit
or loss.
Cash and cash equivalents reported in the cash flow statement comprise cash on hand,
sight deposits at banks and investments into the money market instruments without bank
overdrafts. Bank overdrafts are included under short-term financial liabilities in the
statement of financial position.
Share capital
Ordinary shares are classified as capital. Transaction costs directly associated with the
issue of new shares which are not associated to the acquisition of a company are reported
as a decrease in capital. Any surpluses over the fair value of received paid-in amounts in
excess of the book value of newly issued shares are recognised as a paid-in capital surplus.
Treasury shares
If the company repurchases treasury shares in the financial year, the paid amount
inclusive of transaction costs and exclusive of tax is deducted from total capital as treasury
shares until these shares are removed, reissued or sold. The company must create reserves
for own shares in the identical amount for that financial year. At the same time, it must
also set aside reserves for PILR shares owned by the subsidiaries. Reserves for treasury
shares are released when the Company disposes of or withdraws its treasury shares,
crediting the source from which they were created. Upon the sale of treasury shares, the
difference between their selling price and carrying amount is accounted for in equity with
no impact on the profit or loss. Treasury shares are used for the purposes defined in
Article 247 of the Companies Act.
196
Dividends
Until approved by the General Meeting of Shareholders, proposed dividends are
accounted for as retained earnings.
Provisions
Provisions are recognised when the Company has a present legal or constructive
obligation as a result of a past event and it is probable that an outflow of resources will be
required in the future to settle the liability and when a reliable estimate of the obligation
can be made. Provisions may not be set aside to cover future losses from operations.
The amount of provisions is the best estimate of the outflows expected to be required to
settle the present obligation at the reporting date taking into account the related risks and
uncertainties. If the provisions are measured at the amounts of future cash flows required
for the settlement of present obligations, and the time value of money is important,
provisions are discounted to their present value.
Operating liabilities
Operating liabilities comprise supplier credits for purchased merchandise or services and
liabilities to employees, the state, owners or others. Liabilities are recognised if it is likely
that due to their settlement the factors enabling economic benefit will decrease and the
amount for settlement can reliably be measured. They are initially recognised at fair value;
subsequently they are measured at amortised cost using the effective interest rate method.
Initially, financial liabilities are recognised at fair value exclusive of any attributed
transaction costs. Financial liabilities are reduced by debt restructuring costs. In
subsequent periods, financial liabilities are measured at amortised cost using the effective
interest rate method. Any differences between receipts (exclusive of transaction costs) and
liabilities are recognised in profit or loss over the entire period of the financial liability.
A discontinued operation is a component of an entity that either has been disposed of, or
is classified as held for sale (disposal group) and:
 represents a separate major line of business or geographical area of operation;
 is part of a single coordinated plan to dispose of a separate major lines of business or
geographical areas of operations or
 is a subsidiary acquired exclusively with a view to resale.
Corporate income tax
The amount of corporate income tax reported in the statement of comprehensive income
is the sum total of current and deferred tax.
197
Current tax is accounted for on the basis of taxable profit of the current year. In the
statement of comprehensive income, the amount of taxable profit can differ from pre-tax
profit on account of income and expenses taxed or fiscally recognised in other taxable
periods or on account of income and expenses that will never be taxed or fiscally
recognised. Current amounts of corporate income tax are accounted for at the tax rate of
17% applicable to all commercial companies registered in Slovenia.
Deferred tax receivables and deferred tax liabilities
Deferred taxes are shown in their entirety while observing the liability method based on
temporary differences between carrying amounts of assets and liabilities and disclosed tax
amounts in the financial statements. In principle, deferred tax liabilities are recognised
on the basis of all temporary differences whereas deferred tax assets are only recognised
to the amount of temporary differences for which taxable profits will be available in the
future against which these temporary differences can be utilised. Deferred tax assets and
liabilities are calculated using the tax rate (and legislation) applicable on the reporting date
which is expected to be effective at the time the deferred tax is realised or liability for
deferred tax settled.
Deferred tax assets are verified when annual accounts are drawn up and are recognised to
the extent that it is probable that taxable profits will be available against which the
deductible temporary difference can be utilised.
Current and deferred taxes are recognised in profit or loss except when they refer to the
items recognised in other comprehensive income or equity; in such cases the current and
deferred tax are recognised in other comprehensive income or directly in equity.
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5.4.5 NOTES TO INDIVIDUAL ITEMS IN THE FINANCIAL STATEMENTS
1. Intangible assets
2015
Licences and
other intangible assets
Total
3,282,780
3,282,780
(6,679)
(6,679)
3,276,101
3,276,101
2,580,827
2,580,827
197,948
(6,679)
197,948
(6,679)
2,772,096
2,772,096
31 December 2015
504,005
504,005
1 January 2015
701,953
701,953
Licences and
other intangible assets
Total
3,282,210
3,282,210
Direct acquisitions
569
569
31 December 2014
3,282,779
3,282,779
2,344,195
2,344,195
236,631
236,631
2,580,826
2,580,826
31 December 2014
701,953
701,953
1 January 2014
938,015
938,015
(in EUR)
COST
1 January 2015
Disposals
31 December 2015
1 January 2015
Amortisation for the year
Disposals
31 December 2015
CARRYING AMOUNT
2014
(in EUR)
COST
1 January 2014
1 January 2014
Amortisation for the year
31 December 2014
CARRYING AMOUNT
As at 31 December 2015, the items of intangible assets mostly comprise software licences.
There were no intangible assets pledged as of 31 December 2015.
199
2. Property, plant and equipment
Land
Buildings
Production
plant and
machinery
7,612,333
-
23,369,417
946,670
111,452,242
3,859,665
23,705,118
816,927
12,036,111
466,801
445,408
5,671,060
(6,090,063)
300,593
-
178,921,222
5,671,060
-
(3,337,709)
-
(6,017,976)
-
(1,905,762)
(813,737)
(334,505)
-
(300,593)
-
(300,593)
(9,355,685)
(3,054,004)
4,274,624
18,298,111
113,406,145
23,708,308
12,168,407
26,405
-
171,882,000
-
727,274
711,018
(1,137,606)
300,686
104,343,665
1,580,698
(250)
(1,905,762)
104,018,351
20,090,621
1,097,995
(801,979)
20,386,637
9,890,907
861,852
(330,674)
10,422,085
-
-
135,052,467
4,251,563
(250)
(1,137,606)
(3,038,415)
135,127,759
31 December 2015
4,274,624
17,997,425
9,387,794
3,321,671
1,746,322
26,405
-
36,754,241
1 January 2015
7,612,333
22,642,143
7,108,577
3,614,497
2,145,204
445,408
300,593
43,868,755
Land
Buildings
Production
plant and
machinery
Other
plant and
equipment
Small
tools
Fixed assets
being
acquired
Advances
Total
7,515,433
96,900
23,032,342
337,075
108,629,267
2,830,064
23,905,805
4,659
572,663
11,297,315
40,184
928,437
1,013,754
4,196,793
(4,765,139)
239,566
-
175,633,482
4,241,636
-
7,612,333
23,369,417
(7,089)
111,452,242
(778,009)
23,705,118
(229,825)
12,036,111
445,408
61,027
300,593
61,027
(1,014,923)
178,921,222
-
8,879
718,395
727,274
102,930,468
1,420,286
(7,089)
104,343,665
19,626,996
1,221,268
4,658
(762,301)
20,090,621
9,129,556
963,728
27,414
(229,791)
9,890,907
-
-
131,695,899
4,323,677
32,072
(999,181)
135,052,467
31 December 2014
7,612,333
22,642,143
7,108,577
3,614,497
2,145,204
445,408
300,593
43,868,755
1 January 2014
7,515,433
23,023,463
5,698,799
4,278,809
2,167,759
1,013,754
239,566
43,937,583
2015
(in EUR)
Other
plant and
equipment
Small
tools
Fixed assets
being
acquired
Advances
Total
COST
1 January 2015
Direct acquisitions
Transfer from assets being acqu
Advances for property, plant
and equipment
Revaluation
Disposals
31 December 2015
1 January 2015
Depreciation for the year
Reclassifications
Revaluation
Disposals
31 December 2015
CARRYING AMOUNT
2014
(in EUR)
COST
1 January 2014
Direct acquisitions
Transfer from assets being acqu
Advances for property, plant
and equipment
Disposals
31 December 2014
1 January 2014
Depreciation for the year
Reclassifications
Disposals
31 December 2014
CARRYING AMOUNT
An assessment of the property was made as at 30 September 2015 by a certified property
appraiser, registered with the Slovenian Institute of Auditors (for more on the initial
presentation of estimates and assumptions used in the appraisal, see Section 5.4.4
SIGNIFICANT ACCOUNTING POLICIES under the heading Use of estimates and
judgments in this report). The most recent previous property appraisal was made as at 31
December 2013. Based on the property assessment made for the purpose of financial
reporting in accordance with IAS 16, the value of property fell by EUR 8,218,078 (a decline
of EUR 3,337,709 was recorded in respect of land, and EUR 4,880,369 in respect of
200
facilities). The effect of revaluation to a lower fair value amounting to EUR 12,048,957 was
recognised by the Company as an item of operating expenses from revaluation, whereas
the effect of revaluation to a higher fair value amounting to EUR 3,830,879 was recognised
as a revaluation surplus. In accordance with the adopted accounting policy, until the
revaluation date, the accumulated depreciation of buildings was reversed and debited to
the cost of the assets.
The disposal of property, plant and equipment relates to the sale and write-off of such
assets. As at 31 December 2015, property, plant and equipment amounting to EUR
1,884,682 have been acquired under finance lease.
On disposal of property, plant and equipment, the Company realised EUR 72,656 of gains
and EUR 4,487 of losses.
No items of intangible assets are pledged as at 31 December 2015.
As at 31 December 2015, the Company reports commitments for the acquisition of
property, plant and equipment in the amount of EUR 61,982 and liabilities arising from
finance lease for the purchase of production lines in the amount of EUR 1,443,750.
3. Investment property
2015
(in EUR)
Land
Buildings
Total
313,986
(67,763)
246,223
3,425,707
(1,729,217)
1,696,490
3,739,693
(1,796,980)
1,942,713
31 December 2015
246,223
1,696,490
1,942,713
1 January 2015
313,986
3,425,707
3,739,693
Land
Buildings
Total
468,346
(154,360)
313,986
3,847,364
(421,657)
3,425,707
4,315,710
(576,017)
3,739,693
31 December 2014
313,986
3,425,707
3,739,693
1 January 2014
468,346
3,847,364
4,315,710
COST
1 January 2015
31 December 2015
CARRYING AMOUNT
2014
(in EUR)
COST
1 January 2014
31 December 2014
CARRYING AMOUNT
201
Investment property also includes property which is not used for carrying out the basic
activity but is leased out by the Company. As at the last day of 2015, the "Tri lilije" sports
arena in the amount of EUR 676,592, the Hotel Hum catering facility amounting to EUR
663,418, and holiday facilities in the total amount of EUR 602,703, are also included in
the Company's investment property.
As at 30 September 2015, the investment property value was assessed by the certified
property appraiser (for more on the initial presentation of estimates and assumptions used
in the appraisal, see Section 5.4.4 SIGNIFICANT ACCOUNTING POLICIES under the
heading Use of estimates and judgments in this report). As a result of the revaluation of
property to lower fair value, their value was reduced by EUR 1,796,980. The Company
recognised EUR 1,835,177 of operating expenses from revaluation and EUR 38,197 of
operating revenue from revaluation.
The Company incurred EUR 261,026 of expenses from investment property primarily
relating to maintenance and facility management, and EUR 99,209 of rental income and
payments received for the use of holiday facilities.
No items of investment property are pledged as at 31 December 2015.
4. Long-term investments
4. A. Long-term financial investments in the subsidiaries
(in EUR)
Share in
equity
2015
2014
INTERESTS IN GROUP COMPANIES
In Slovenia:
Delo, d. d., Ljubljana
98.080 %
96.920 %
-%
100.000 %
162,406,636
1,457,761
7,427
163,871,824
162,405,436
1,457,761
4,566,500
7,427
168,437,124
Abroad:
100.000 %
84.611 %
100.000 %
2,709
196,283
1,000
199,992
2,709
160,408
1,000
164,117
164,071,816
168,601,241
Total
202
Data on the subsidiaries
Profit / loss
Country
Holding
in equity
Total equity
Activity
31 Dec 2015
2015
beer and other
beverages production
Slovenia
98.080 %
71,395,211
4,700,564
beverage production
Slovenia
96.920 %
3,541,566
69,649
beer production
Slovenia
100.000 %
15,143
(71)
Jadranska Pivovara - Split, d. d.
beer production
Croatia
99.460 %
3,305,263
(260,095)
trade intermediation
Croatia
100.000 %
77,223
89,833
BIH
84.611 %
423,375
49,504
Kosovo
100.000 %
82,556
61,905
(in EUR)
Subsidiaries
Union Group
After the transfer of the subsidiary Delo, d.d., Ljubljana to non-current assets held for
sale in accordance with IFRS 5, the Company disposed of the subsidiary for consideration
amounting to EUR 7,300,000, thus realising capital gains of total EUR 1,559,000.
As at the last day of 2014, the long-term investment in Radenska, d. d., Radenci was
recognised as an item of current assets held for sale in accordance with IFRS 5; the
investment was sold in 2015.
As a result of past impairments of the investment, the value of the long-term investment
in the inactive subsidiary Jadranska pivovara - Split, d. d., amounted to EUR 0 as at the
last day of 2014. Following the assessment of the subsidiary's assets as of 30 September
2015 (for more on the initial presentation of estimates and assumptions used in the
appraisal, see Section 5.4.4 SIGNIFICANT ACCOUNTING POLICIES under the heading Use
of estimates and judgments in this report), the investment impairment was reversed and
recognised as financial income amounting to EUR 5,000,000. The investment was
transferred to current assets held for sale as the Company is actively negotiating the sale
of the subsidiary with the Heineken Group companies.
The Company verified at the end of 2015 whether there were any indications of
impairment of its investments in other subsidiaries. As no indications of impairment were
present, the value of these investments was not changed compared to the amount
recognised as at the last day of 2014.
203
Movements in long-term investments – subsidiaries
(in EUR)
2015
2014
168,601,241
224,526,224
35,875
1,200
(4,566,500)
1,000
63,187
277,680
(46,535,646)
(9,731,204)
-
164,071,816
168,601,241
2015
2014
Long-term loans to companies in the Laško Group
Other long-term loans
17,769,738
-
376
Total
17,769,738
376
At 1 January
Changes during the year:
Laško Grupa, d. o. o., Sarajevo, BIH, acquisition from Radenska
Acquisition of Radenska, d. d., Radenci
Impairment of Delo, d. d., Ljubljana
Transfer to non-current assets held for sale - Delo
At 31 December
5. Long-term loans issued
(in EUR)
As at the last day of 2015, the Company reports a loan granted to its subsidiary Pivovarna
Union, d. d., Ljubljana, at an annual interest rate of 2%. The loan is not collateralised.
6. Long-term financial lease receivables
(in EUR)
2015
2014
-
518,013
Total
-
518,013
Long-term financial lease receivables reported as at the last day of 2014 were partly settled
in 2015 and partly transferred to current amounts.
7. Net deferred tax assets
(in EUR)
2015
2014
Long-term deferred tax liabilities
30,526,372
(1,456,279)
29,796,776
(594,864)
Net long-term deferred tax assets
29,070,093
29,201,912
Long-term deferred tax assets and liabilities are calculated on the basis of temporary
differences, using the liability method and by applying the 17% tax rate.
204
Movement of deferred tax assets
(in EUR)
Fair
Liabilities to
value
employees (financial assets)
DEFERRED TAX ASSETS
1 January 2014
Tax loss
Other
Total
130,149
23,308,234
3,989,439
93,983
27,521,805
421,481
(3,213,830)
5,049,281
-
2,256,932
18,039
569,669
20,094,404
9,038,720
93,983
18,039
29,796,776
299,252
(13,328,355)
13,749,898
-
720,795
8,801
-
-
-
8,801
31 December 2015
877,722
6,766,049
22,788,618
93,983
30,526,372
31 December 2014
Movement of deferred tax liabilities
(in EUR)
Fair value
(land, buildings)
Other
Total
631,380
-
631,380
(36,516)
594,864
-
(36,516)
594,864
-
251,080
251,080
610,335
-
610,335
1,205,199
251,080
1,456,279
DEFERRED TAX LIABILITIES
1 January 2014
Changes in the statement of other comprehensive
income
31 December 2014
Changes in the statement of other comprehensive
income
31 December 2015
According to the applicable Slovenian tax legislation, tax losses can be used indefinitely in
the future, but each year up to a maximum of half of the taxable profit.
8. Non-current assets held for sale
(in EUR)
2015
2014
Other non-current assets held for sale
5,000,000
46,535,646
Total
5,000,000
46,535,646
At the end of 2014 the Company reported the investment in the subsidiary Radenska,
d. d., Radenci under non-current assets held for sale. The investment was sold in 2015 for
consideration amounting to EUR 59,959,393. Capital gains, reduced by the costs of sales
and legal consultants, amounted to EUR 13.136.747.
As at 31 December 2015, the Company reports its investment in the inactive subsidiary
Jadranska pivovara - Split, d. d., amounting to EUR 5,000,000 as an item of non-current
205
assets held for sale. Currently active negotiations are in progress with the Heineken Group
companies regarding the sale of the investment.
9. Inventories
(in EUR)
2015
2014
Material and raw materials
Work in progress
Products
Merchandise
Advances for inventories
4,047,769
802,130
1,283,498
334,283
850
3,554,217
1,047,873
1,711,780
362,896
34,366
Total
6,468,530
6,711,132
(in EUR)
2015
2014
Formation
9,489
33,491
Balance at the end of the period
9,489
33,491
Movement of inventory allowances
As at 31 December 2015, no inventories are pledged as collateral and the carrying amount
of inventories is not in excess of their net realisable value.
Inventory deficit amounting to EUR 39,415 and inventory surplus in the amount of EUR
42,053 were determined as a result of the annual stock count of materials, work in
progress, semi-finished products and products.
10. Short-term receivables
10. A. Short-term operating receivables
(in EUR)
Short-term trade receivables:
on domestic market
on foreign markets
Less impairments
Total
Short-term operating receivables due from others
Advances
Less impairments
At 31 December
2015
2014
13,879,558
3,920,913
(3,656,061)
14,144,410
16,976,212
6,305,852
(4,878,106)
18,403,958
916,974
44,877
(91,310)
983,930
56,336
(614,359)
15,014,951
18,829,865
The decrease in receivables due form foreign customers is partly due to the capital
injection in the subsidiary Jadranska pivovara Split, in the amount of EUR 1.386.667. Thus
206
the amount of allowances made on account of trade receivables fell (i.e. was reversed) by
that same amount.
Allowances for short-term operating receivables
(in EUR)
2015
2014
4,878,106
4,830,469
(103,792)
(273,920)
446,366
94,327
1,641
(1,386,667)
(62,654)
(74,692)
137,864
89,165
(43,991)
1,945
-
3,656,061
4,878,106
2015
2014
Short-term financial lease receivables
236,241
-
Total
236,241
-
2015
2014
Short-term available-for-sale financial assets at fair value
270,648
270,648
Total
270,648
270,648
At 1 January
Written-off receivables recovered
Final write-off of receivables
Allowances made during the year
Increase in allowances for disputed
Decrease in allowances
Interest transfer to disputed
Increase in capital of Jadranska pivovara Split
At 31 December
No receivables are pledged as collateral as at 31 December 2015.
10. B Short-term financial lease receivables
(in EUR)
11. Short-term available-for-sale financial assets
(in EUR)
Investment in the shares of Elektro Gorenjska totalling EUR 270,648 (1.6% holding) are
also included in the available-for-sale financial assets.
12. Short-term loans and deposits
(in EUR)
2015
2014
Short-term deposits
Interest on loans to others
Short-term loans
Less impairments
77,978
802
156,181
(13,905)
163,571
4,879
287,764
(163,906)
At 31 December
221,056
292,308
207
Movements in short-term loans and deposits issued
(in EUR)
Short-term deposits
Short-term loans
Impairment of short-term loans
Interest
Opening
balance
1 Jan 2015
Interest
Issued loans
2015
Repayments
2015
Impairment
Closing
balance
31 Dec 2015
163,571
287,764
(163,906)
4,879
4,408
471
-
47,560
5,075
90,000
179,614
9,152
(150,000)
-
77,979
156,181
(13,906)
802
292,308
4,879
52,635
278,766
(150,000)
221,056
Total
In 2015, the Company extended short-term loans to other companies at the annual interest
rate of 6%, whereas loans to subsidiaries Laško Grupa Sarajevo and Laško Grupa Kosovo
were granted at the recognised rate of interest on loans to related parties.
13. Cash and cash equivalents
(in EUR)
2015
2014
Cash at bank
Cash in hand and cheques
Cash in transit
10,704,519
28,381
62,824
127,534
24,457
78,595
Total
10,795,724
230,586
14. Equity
The capital of Pivovarna Laško consists of called-up capital, share premium, profit
reserves, retained earnings or accumulated loss, surpluses from the revaluation and also
not-yet distributed profit for the financial year or the outstanding loss for the financial
year.
Share capital is shown as shareholders’ equity (capital from stakes or capital contribution).
Share capital is divided into called-up share capital and uncalled share capital. Uncalled
share capital is deductible from share capital.
Called-up capital of Pivovarna Laško is defined in the Articles of Association and equals
EUR 36,503,304.96. It is divided into 8,747,652 ordinary transferable nominal no-parvalue shares. Each share gives its owner a voting right at the annual General Meeting of
Shareholders and participation in profits. The nominal value of called-up capital
amounted to EUR 36,503,304.96.
The total amount of share premium resulted from the surplus of capital paid above the
prescribed amount in the past.
Reserves for treasury shares relate to Pivovarna Laško shares, held by its subsidiaries,
while the parent holds no treasury shares of its own. On disposal of the subsidiary
Radenska, the latter ceased to be a subsidiary of Pivovarna Laško and thus the relevant
amount of reserves (EUR 71,218) was released. The remaining amount of treasury share
reserves relates to the shares of Pivovarna Union.
208
The Company recognised revaluation surplus on account of the revaluation of property
(net), while accrued depreciation of property was recognised in retained earnings and
actuarial gains.
According to the provisions of the IFRS, as at 31 December 2015 the carrying amount of
one share equals EUR 8.63, while its market price equals EUR 25.30.
15. Provisions and long-term accrued costs and deferred income
(in EUR)
2015
2014
Other provisions
Long-term deferred costs and accrued revenue
Provisions for outstanding variable portion of salaries
2,063,221
1,561,957
6,734
5,068
4,209,804
1,599,762
19,465
-
Total
3,636,980
5,829,031
Other provisions were set aside on account of litigation in the amount of EUR 563,221,
while EUR 1,500,000 of provisions were recognised for the dispute between the Company
and the municipality of Laško concerning the water treatment plant.
The amount of provisions for retirement benefits and jubilee rewards as at 31 December
2015 was calculated by a certified actuary. When calculating potential liabilities with regard
to the retirement grant, the provisions of the Decree on the levels of reimbursed workrelated expenses and of certain income not to be included in the tax base are taken into
consideration. If the amount of the retirement benefit exceeds the amount from the
Decree on the levels of reimbursed work-related expenses and of certain income not to be
included in the tax base, the employer needs to pay the 16.1% contributions on the excess
amount.
Overview of additional assumptions:
 Growth of average wages in the Republic of Slovenia is assumed to be 0.9% annually
in 2015, 2.2% in 2016 and 2.5% in 2017 and further years, which represents the
estimated long-term growth of wages;
 The calculation takes into consideration the growth of amounts of the retirement
benefits and jubilee awards in the Decree on the levels of reimbursed work-related
expenses and of certain income not to be included in the tax base as assumed in the
previous indent for the growth of the average wage in the Republic of Slovenia (it is an
assumption that the bases will be changing in accordance with the growth of the
average wage in the Republic of Slovenia since we are not aware of the actual intention
of the legislator concerning the amounts in the Decree on the levels of reimbursed
work-related expenses and of certain income not to be included in the tax base);
 The calculation of liabilities from severance payments is tied to the years of
pensionable service of each individual employee.
209
The selected discounted interest rate is 2.29% annually, which equals the set discount rate
of the Heineken Group in the relevant part of Europe.
Assumption regarding staff turnover and the relevant obligations of the Company:
 employee turnover depending in particular upon the employees' age
 employees' death rate was considered using mortality tables of Slovenian population
in 2007
 allocation of workers as permanently redundant workforce results in other liabilities
of the Company and therefore it is assumed that the present value of the employer's
liabilities relating to classification of an employee as a redundant worker equals the
present value of the liabilities for severance payments;
 cases where the reason is regular retirement are accounted for in the calculation by
considering the accumulated and future years of service, taking into account the
conditions for old-age pension;
 it is assumed that the employees will utilise their right to the old-age pension and
therefore, the obligation to pay jubilee awards to an employee subsequently according
to the projection, will not arise.
Movements in provisions and long-term deferred costs
Retirement
grants
Jubilee
awards
Long-term
deferred costs
and accrued
revenue
1,001,768
597,994
19,465
4,209,804
5,829,031
Increase - formation
Decrease - utilisation
Decrease - reversal
6,532
(9,399)
(11,902)
40,240
(57,642)
(5,634)
51,986
(64,717)
-
2,068,289
(147,848)
(4,061,956)
2,167,047
(279,606)
(4,079,492)
At 31 December 2015
986,999
574,958
6,734
2,068,289
3,636,980
(in EUR)
At 1 January 2015
Other
Total
Based on the actuarial calculation, the Company recognised in the profit or loss unrealised
actuarial loss on account of severance payments in the amount of EUR 51,199, current
employee benefits costs amounting to EUR 38,036, and interest expenses in the amount
of EUR 19,695. Regarding jubilee awards, the Company recognised in the profit or loss
current employee benefit costs, interest expense and actuarial gains totalling EUR 40,240.
The primary reason for the increase in the amount of provisions is the change in the
financial actuarial assumptions, namely the change in discounted interest rate amounting
to 2.29% as at 31 December 2015, compared to 1.9% as at the end of 2014. Provisions fell
on account of service awards actually paid in the amount of EUR 57,642, the actual
payment of redundancy payments amounting to EUR 9,399 and on account of the reversal
of redundancy and years of service awards of EUR 17,536.
Long-term accrued costs and deferred revenue for the disabled above the quota decreased
in 2015 by EUR 64,717 due to the utilisation of the exempt contribution for the disabled
210
above the quota, and increased on account of additions for disability and retirement
insurance of the disabled in the amount of EUR 51,986.
Movements of other provisions in 2015 is the result of newly set provisions for litigation
and disputes, and the transfer of concession fees relating to the previous periods to
liabilities.
16. Long-term liabilities
16. A. Long-term financial liabilities
(in EUR)
2015
2014
Long-term bank borrowings
Long-term borrowings from the Group
Long-term borrowings from other companies
185,810,259
494,512
63,579,838
9,300,000
38,560
Total
186,304,771
72,918,398
As at 2015 year-end, long-term financial liabilities nearly exclusively relate to long-term
borrowings raised from the controlling entity Heineken International, B. V., Amsterdam,
at the annual interest rate of 2.05%. The loan is not collateralised. The remaining liabilities
amounting to EUR 481,250 relate to the non-current amount of financial lease liabilities
(lease of a production line), agreed at the annual rate of interest of 3.25%, and the lease of
motor vehicles in amount of EUR 13,262.
The Company repaid all the bank borrowings outstanding as at 2014 year-end with the
proceeds from borrowings raised from the owner. The average interest rate on borrowings
was around 4.8%; the same applies to EUR 9,300,000 borrowed from Pivovarna Union.
Movement of long-term financial liabilities
Principal amount
liabilities
1 Jan 2015
New
loans
2015
Changes in
short-term
Repayments
2015
Total Banks
Total others lenders
63,579,837
9,338,561
186,772,759
63,579,837
-
Total
72,918,398
186,772,759
63,579,837
(in EUR)
Transfer to
short-term
amounts
Long-term
amounts
9,318,028
488,521
186,304,771
9,318,028
488,521
186,304,771
Maturity analysis of long-term financial liabilities
(in EUR)
2015
2014
185,818,048
486,723
72,918,398
Total
186,304,771
72,918,398
211
16. B. Long-term operating liabilities
The company's long-term operating liabilities include a liability in the amount of EUR
3,902,120, which relates to the payment of concession fees for the use of water between
2005 and 2013. Pursuant to the decision of the Ministry of Environment and Spatial
Planning of the Republic of Slovenia, this fee must be paid until the expiry of the period
for which the relevant water rights have been granted, namely until 31 October 2043, when
the water permit expires.
17. Short-term liabilities less short-term accrued and deferred items
17. A. Short-term operating liabilities
(in EUR)
Short-term liabilities to suppliers within the Group
Short-term liabilities to other suppliers
Short-term operating liabilities to others:
to employees
to the state
Short-term liabilities from advances
Short-term liabilities not yet invoiced
Other short-term liabilities
Total
2015
2014
2,456,228
5,700,484
13,858,120
7,805,165
656,269
4,180,209
139,380
1,192,608
1,129,838
611,631
4,281,531
143,086
1,161,670
15,455,016
27,861,203
The majority of other short-term liabilities as at 31 December 2015 relate to deposits
received for returnable packaging.
17. B. Short-term financial liabilities
(in EUR)
2015
2014
Interest payable on borrowings
Short-term borrowings from the Group companies in Slovenia
Short-term borrowings from the Group
Other short-term financial liabilities
13,639
971,530
1,295,663
30,537,573
33,113,255
89,062,427
(106,857)
Total
985,169
153,902,061
Current amounts of long-term financial liabilities are recognised under short-term
financial liabilities.
212
Movements of short-term borrowings from other lenders
Principal amount
of borrowings
1 Jan 2015
New
loans
2015
Short-term
amonuts of
long-term
fin. liabilities
Repayments
2015
Transfer
from longterm
Balance of
borrowings
31 Dec 2015
Total Banks
Total others lenders
119,600,000
34,302,061
962,500
63,579,837
-
183,179,837
34,769,672
490,280
985,169
Total short-term borrowings
153,902,061
962,500
63,579,837
217,949,509
490,280
985,169
(in EUR)
The majority of short-term financial liabilities amounting to EUR 962,500 as at 31
December 2015 relates to financial lease liabilities (lease of a production line), agreed at
the annual rate of interest of 3.25%, and the lease of motor vehicles.
18. Short-term accruals and deferred income
(in EUR)
2015
2014
2,665,822
1,275,922
Total
2,665,822
1,275,922
Significant items of short-term accrued costs as at 31 December 2015 include EUR 418,147
of liabilities for holiday entitlement not utilised, EUR 775,009 of accrued interest expense
on borrowings raised from Heineken, EUR 753,020 of accrued consultancy fees and EUR
599,755 of accrued costs of water concession fees.
19. Operating revenues and expense
19. A. Sales revenue by market
(in EUR)
2015
2014
Revenue from the sale of products and services in Slovenia
Revenue from the sale of products and services on foreign markets
Revenues from the sale of material and merchandise in Slovenia
Revenues from the sale of material and merchandise on foreign markets
54,714,167
17,128,561
19,130,311
262,268
54,367,200
18,335,138
18,432,883
64,993
Total
91,235,307
91,200,214
2015
2014
Revenue from sale of beer
Revenue from sale of other beverages
Revenue from sale of other products
67,790,885
3,027,186
20,417,236
68,770,804
2,637,524
19,791,886
Total
91,235,307
91,200,214
19. B. Sales revenue by types of products
(in EUR)
213
19. C. Other operating revenue (including operating revenue from revaluation)
(in EUR)
Revenue from reversal of provisions
Revaluation operating revenue from current assets
Revaluation operating revenue from non-current assets
Total
2015
2014
1,846
938,952
134,098
121,130
79,428
703,889
101,976
34,063
1,196,026
919,356
The most significant item of other operating revenue is interest charged to customers
amounting to EUR 353,800, while minor amounts include insurance proceeds,
subsequently recharged restructuring costs from 2014 and other minor items.
19. D. Operating costs and expenses
(in EUR)
Costs of merchandise sold (Horeca)
Costs of materials, raw materials and merchandise
Costs of services
Amortisation and depreciation expense
Employee benefit costs
Social security contributions on salaries
Other costs of labour
Costs of provisions
Total
2015
2014
19,241,638
24,502,189
23,020,827
4,449,262
12,053,444
655,307
7,499,797
1,646,751
1,829,724
2,950,000
3,790,611
18,394,422
27,208,264
19,871,035
4,560,308
11,625
252,488
7,536,634
1,647,761
1,767,559
2,971,662
101,639,550
84,221,758
The costs of provisions in the amount of EUR 1.5 million relate to the future negative
impacts of the treatment plant in Laško, while the remainder relates to the estimated
future impacts from the contract for filling Kaltenberg beer, the claim of the company
MIP and other minor legal matters.
The majority of operating expenses from revaluation of fixed assets relate to the reduction
in fair value of property based on property value assessment (disclosed under property,
plant and equipment).
214
19. E. Other operating expenses
(in EUR)
2015
2014
Taxes and other levies
Water fee and environmental charges
Student grants and awards to students on work-experience placement
Land charge
Membership fees
Other costs (donations, enforcement)
Default interest paid
Impairment loss on investment property
2,666
870,383
15,857
128,448
51,186
224,206
535,367
1,835,177
127,321
4,445
941,839
21,995
121,828
43,017
239,798
458,883
709,215
430,642
Total
3,790,611
2,971,662
2015
2014
FINANCIAL INCOME less foreign exchange differences
Financial income from shares in the profits
Financial income from loans
Financial income from operating receivables
Financial income from elimination of impairment of investments
Financial income from investment disposal/impairment reversal
31,495,241
11,543,545
72,313
17,718
5,150,000
14,711,665
3,484,574
2,244,861
18,691
45,394
118,315
1,057,313
FINANCIAL EXPENSE less foreign exchange differences
Financial expenses due to impairment and write-off of investments
Financial expenses for financial liabilities
Financial expenses for operating liabilities
(7,981,259)
(7,950,223)
(31,036)
(23,649,385)
(9,731,204)
(13,862,404)
(55,777)
(1,406)
(1,540)
134
746
(1,047)
1,793
23,512,576
(20,164,065)
20. Financial income and expense
(in EUR)
FOREIGN EXCHANGE RATE DIFFERENCES on financing
Foreign exchange losses
Foreign exchange gains
Financial income from participation in profits is almost exclusively related to the
dividends received from the subsidiary Pivovarna Union (EUR 11,503,726); the entire
amount of financial income relates to the reversal of the impairment of the investment in
Jadranska pivovara, while financial income from the sale of investments mainly relate to
the sale of Radenska (EUR 13,136,747) and Delo (EUR 1,559,000).
Financial expenses are almost entirely related to interest on loans provided by banks (EUR
6,045,721), the parent company Heineken, B. V., (EUR 764,730) and other related parties
(EUR 793,631).
215
21. Tax
(in EUR)
2015
2014
Deferred tax
469,716
2,256,931
Total
469,716
2,256,931
2015
2014
13,630,335
(12,104,840)
Tax at applicable tax rate:
Revenue adjustment to tax-recognised level
Expense not recognised for tax purposes
Tax basis I
(24,165,723)
(71,886,104)
(82,421,492)
(2,859,020)
(14,960,682)
(29,924,542)
Change in the tax basis
Tax basis II
1,553,275
(80,868,217)
222,885
(29,701,657)
Tax relief
Tax basis III
(80,868,217)
(29,701,657)
Tax loss
(80,868,217)
(29,701,657)
-
-
21. A. Corporate income tax
(in EUR)
Tax payable
The tax loss for 2015 amounts to EUR 80,868,217; thus the total amount of unsettled tax
losses as at 31 December 2015 equals EUR 134,050,700. According to the applicable
Slovenian tax legislation, tax losses can be used indefinitely in the future, but each year up
to a maximum of half of the taxable profit.
The effective tax rate for 2014 and 2015 was 0%.
216
5.4.6 FINANCIAL INSTRUMENTS AND RISKS
22. Financial risk
22. A. Credit risk
The carrying amount of financial assets represents exposure to credit risk.
Credit risk exposure
(in EUR)
31 Dec 2015
31 Dec 2014
Issued loans
Financial lease receivables
Receivables less amounts due from the state and advances given
thereof trade receivables
221,056
14,229
15,074,975
13,662,232
10,795,724
292,684
518,013
18,120,436
18,049,569
230,586
Total
26,105,984
19,161,719
end of 2015, our major customer settled the entire debt due to both breweries and thus the
credit risk of both companies has fallen.
It is believed that there is a considerable risk of the spreading of the late-payment culture
in 2015 also into 2016, which is the result of the financial crisis in all the segments of the
economy. The management believes that although the credit risk is increasing due to
fierce economic conditions, it is manageable.
Maturity of accounts receivable (net)
(in EUR)
2015
2014
Not past due
Up to 30 days
12,757,614
660,924
427,910
441,939
3,512,084
14,542,180
2,542,111
652,325
257,180
5,288,268
At 31 December
17,800,471
23,282,064
22. B. Liquidity risk
disclosed an excess of current liabilities over current assets, signifying the existence of a
liquidity risk.
International B.V. a Share sale and purchase agreement (SPA), pursuant to which the
217
breweries repaid all the crediting banks from long-term borrowings provided by the new
owner, and thus significantly improved the ratio between their short-term assets and
liabilities.
As at the year-end, both breweries and especially Pivovarna Laško discloses a significant
excess of short-term assets over short-term liabilities, which in turn means a significant
reduction in liquidity risk and the risk of insolvency.
(in EUR)
2015
2014
Not past due
8,091,193
60,519
5,000
-
11,391,590
2,184,880
1,559,470
1,728,319
4,799,287
(261)
-
Total
8,156,712
21,663,285
22. C. Interest rate risk
Interest rate risk is the risk of a possible change in the reference interest rate on the
financial market, mainly due to borrowings linked to a variable interest rate (EURIBOR).
Interest rate hedging of long-term debt at variable interest rate is doubtlessly sensible;
however, our loans were on 15 October 2015 repaid in full through the long-term loan
provided by the new owner of Pivovarna Laško, namely Heineken International, B. V.,
Amsterdam. The loan bears interest at a fixed interest rate. The company's exposure to
interest rate risk is manageable.
22. D. Price risk
The Company is exposed to price risks on the downstream side and on the upstream side.
On the downstream side, a risk is the increase of retail prices compared to the declining
purchasing power of the population. The retail prices are also affected by the trade margin,
218
the level of excise duty and value added tax. With regard to the situation in the country,
there is a potential risk of increasing excise duty on alcohol and alcoholic beverages – beer,
and increased rate of value-added tax. All these risks can result in increased retail prices.
This increase can cause a shift of focus of consumers to cheaper products, which are
substitutes of our products, or a shift to shopping abroad where these duties are lower.
The Company has no influence on this risk, which is assessed as significant.
Risks on the upstream side due to the exposure to the prices of input materials that depend
on the individual harvest of barley, maize and hops are assessed as moderate since the
impact is slightly reduced by globalisation. However, global inflation pressures of oil, poor
harvests, climate changes, currency fluctuations and similar could gain in importance.
By joining the Heineken Group, a global beer producer, the Company will find it easier to
manage its purchasing risk.
22. E. Foreign exchange risk
Although the Company operates in an international environment, the currency risk is
insignificant since majority of supplier contracts are agreed in the euro and foreign
currency fluctuations have no direct impact on prices. The same applies to the sale of our
products, most of which are invoiced in EUR.
22. F. Capital management
The main purpose of the management of the Company’s equity is to ensure the best
possible credit rating and capital adequacy to finance operations and to maximise the value
for the owners.
Calculation of the ratio between net financial liabilities and equity (gearing ratio)
at 31 December
(in EUR)
Cash
Net financial liabilities
Equity
Gearing ratio (in %)
2015
2014
187,289,940
10,795,724
176,494,216
226,820,459
230,586
226,589,873
75,451,606
233.92
58,071,010
390.19
219
Fair value measurement of assets and liabilities (fair value hierarchy)
at 31 December
(in EUR)
Carrying
amount
31 Dec 2015
Level 1
Level 2
Level 3
2015
TOTAL
Carrying
amount
31 Dec 2014
Level 1
Level 2
Level 3
2014
TOTAL
Assets at fair value
24,423,739
-
24,215,012
208,727
24,423,739
34,235,824
-
33,994,169
241,655
34,235,824
PPE at fair value (property)
Investment property
208,727
22,272,299
1,942,713
-
22,272,299
1,942,713
208,727
-
208,727
22,272,299
1,942,713
241,655
30,254,476
3,739,693
-
30,254,476
3,739,693
241,655
-
241,655
30,254,476
3,739,693
Assets measured at cost including fair
value disclosure
25,161,190
10,795,724
-
14,365,466
25,161,190
18,927,228
230,586
-
18,696,642
18,927,228
Loans and deposits
Trade receivables
Cash
221,056
14,144,410
10,795,724
10,795,724
-
221,056
14,144,410
-
221,056
14,144,410
10,795,724
292,684
18,403,958
230,586
230,586
-
292,684
18,403,958
-
292,684
18,403,958
230,586
Liabilities measured at cost including fair
value disclosure
194,475,122
-
-
194,475,122
194,475,122
247,294,938
-
-
247,294,938
247,294,938
Borrowings
Trade payables
186,318,410
8,156,712
-
-
186,318,410
8,156,712
186,318,410
8,156,712
225,631,653
21,663,285
-
-
225,631,653
21,663,285
225,631,653
21,663,285
The Company measures the fair value of assets and liabilities in the statement of financial
position according to the following fair value hierarchy:
 level 1: assets and liabilities whose fair value is determined based on market inputs
(without adjustments) observed on active stock markets,
 level 2: assets and liabilities whose fair value is determined based on inputs other than
quoted market prices that are observable directly or indirectly,
 level 3: assets and liabilities whose fair value is determined based on valuation
techniques using unobservable inputs.
5.4.7 RELATED PARTY TRANSACTIONS
All related party transactions were based on the arm's length principle. The Company
received relevant payments and did not suffer any disadvantages as a result of those
transactions. Furthermore, all significant transactions were made under usual market
conditions. In 2015, transactions between Pivovarna Laško and the companies in the
Group were made in accordance with the Financial Operations of Companies Act.
23. Related party transactions
23. A. Sales to related companies
(in EUR)
2015
2014
Radenska, d. d., Radenci
Delo Group
1,090,088
20,494
10,865,448
(361)
1,150,047
4,857
2,021,480
42,208
11,239,809
4,181
(1,081)
3,349,170
-
Total
13,130,573
16,655,767
220
23. B Purchases from related companies
(in EUR)
2015
2014
Delo Group
Heineken Slovensko Sladovne, a. s.
3,447,989
447,552
20,226,702
13,485
3,438
325,977
1,425,212
187,822
35,482
3,262,621
434,844
18,693,142
19,061
44,516
277,581
1,173,328
22,924
-
Total
26,113,659
23,928,017
Data is expressed in gross amounts inclusive of value added tax. The purchase by related
companies mainly relate to the purchase of commercial goods in Horeca.
23. C. Operating receivables and liabilities – related companies
(in EUR)
2015
2014
OPERATING RECEIVABLES - related companies
Delo Group
460
1,227,540
1,204,190
34,365
707,137
(400)
298,436
8,848
1,378,620
183
2,590,857
34,396
1,563,969
8
Total
3,173,292
5,875,317
OPERATING LIABILITIES - related companies
Delo Group
10,265
2,334,338
101,551
10,043
494,075
7,822
12,135,745
1,382
10,104
22,575
136,504
5,731
Total
2,456,197
12,813,938
221
23. D. Borrowings from related companies
(in EUR)
2015
2014
Heineken International, B. V., Amsterdam
13,639
185,810,259
33,100,000
9,300,000
13,255
-
Total
185,823,898
42,413,255
2015
2014
Jadranska pivovara - Split, d. d. (long-term loans)
Impairment of loans issued to Jadranska pivovara - Split, d.d.
17,769,738
99,726
7,350
147,813
(147,813)
52,166
7,350
Total
17,876,814
59,516
23. E. Loans issued to related companies
(in EUR)
23. F. Finance income from transactions with related companies
(in EUR)
2015
2014
11,580,097
102
29,919
2,225,949
270
1,758
-
Total
11,580,199
2,257,896
23. G. Finance expenses from transactions with related companies
(in EUR)
Total
2015
2014
338,980
454,651
764,730
1,700,442
570,046
-
1,558,361
2,270,488
222
23. H. Interest receivables against related companies
(in EUR)
2015
2014
Jadranska pivovara - Split, d. d., impairment of loans and interest
523,048
523,048
Total
523,048
523,048
2015
2014
764,730
140,112
45,022
-
Total
764,730
185,134
2015
2014
Jadranska pivovara - Split, d. d. (paid instalments for guarantees)
Jadranska pivovara - Split, d. d. (interest not recorded)
Pivovarna Union, d. d., Ljubljana (for bank borrowings)
557,321
1,055,204
-
557,321
1,053,776
868,096
Total
1,612,525
2,479,193
2015
2014
Radenska, d. d., Radenci (regulatory requirement)
-
1,044,184
Total
-
1,044,184
23. I. Interest payable to related companies
(in EUR)
23. J. Guarantees issued to related companies
(in EUR)
23. K Other operating liabilities to related parties
(in EUR)
223
5.4.8 REMUNERATION OF MEMBERS OF THE MANAGEMENT AND
SUPERVISORY BOARDS AND THE EMPLOYEES WITH INDIVIDUAL
CONTRACT OF EMPLOYMENT
The Company is managed by the Management Board and the Supervisory Board and their
remuneration (gross earnings) is presented in the table below:
(in EUR)
2015
2014
MANAGEMENT BOARD
Fixed remuneration
Jubilee awards
541,782
9,905
81,625
2,669
34,500
369,000
11,511
28,750
5,585
-
Total
670,481
414,846
Fixed
earnings
Other
receipts
(benefits)
MANAGEMENT BOARD - IN 2015
Zorko Dušan
93,493
Marjeta Zevnik
69,413
Matej Oset
69,413
Mirjam Hočevar
69,413
37
3,355
-
15,500
11,500
11,500
11,500
46,163
3,715
63,665
(in EUR)
Gorazd Lukman
Variable
amounts Termination
(awards)
benefits
Reimbursement
of costs
Total
-
1,587
-
109,030
80,913
85,855
80,913
31,625
34,500
306
116,309
936
-
-
-
64,601
72,049
-
-
-
-
72,049
58,173
1,862
-
-
776
60,811
541,782
9,905
81,625
34,500
2,669
670,481
(until 31 July 2015)
Martin Peter Hayes
(from 1 November 2015)
Rumen Ivanov Kolev
Olexandr Olexandrovych
Makarenko
Skupaj
224
(in EUR)
2015
2014
INDIVIDUAL CONTRACTS OF EMPLOYMENT
Fixed remuneration
Jubilee awards
941,222
28,289
6,294
-
929,123
33,929
47,949
10,356
95,000
Total
975,805
1,116,357
2015
2014
SUPERVISORY BOARD: meeting fees
Peter Groznik
Bojan Cizej
Dragica Čepin
Goran Branković
Jože Bajuk
Janez Škrubej
Nataša Kočar
13,102
4,615
16,530
17,944
13,358
1,300
11,455
18,757
17,545
16,345
20,170
16,465
91
-
Total
78,304
89,373
(in EUR)
2015
2014
SUPERVISORY BOARD'S AUDIT COMMITTEE - meeting fees
Bojan Cizej
Nataša Kočar
Igor Teslić
Jože Bajuk
Alexander Igličar
970
2,130
4,348
4,211
4,868
4,100
4,162
5,600
-
16,527
13,862
(in EUR)
2015
2014
SUPERVISORY BOARD'S HR COMMITTEE - meeting fees
Dragica Čepin
Goran Branković
Jože Bajuk
4,436
4,186
3,526
1,220
1,220
1,220
12,148
3,660
2015
2014
SUPERVISORY BOARD'S BENCHMARKING COMMITTEE - meeting fees
Dragica Čepin
Goran Branković
Keith Miles
-
2,220
3,220
1,250
Total
-
6,690
(in EUR)
Total
Total
(in EUR)
225
5.4.9 CONTINGENT LIABILITIES AND ASSETS
The Management Board expects no significant losses from contingencies described below.
Lawsuit brought by Perutnina Ptuj, d.d. for payment of EUR 10,116,488.71 plus
costs and interest
proceedings are still pending. Legal dispute with CEN ADRIA, d. o. o. – v stečaju, Matulji (Croatia)
In 2012, bankruptcy proceedings were instigated against Cen Adria. In the case of Pivovarna Laško against Cen Adria, d. o. o. - v stečaju, Pivovarna Laško
judgement in which the court of first instance rejected the entire claim of Cen Adria, d. o.
o. - v stečaju as the plaintiff. Cen Adria appealed the judgement which is thus not yet final.
Pivovarna Laško and Jadranska pivovara - Split responded to the appeal on 27 August 2015.
5.4.10 COSTS OF THE AUDITOR
The cost of the audit performed by Ernst & Young, d. o. o. for the year 2015 amounted to
EUR 27,000.
226
Notice of Heineken International B.V., Amsterdam of the result of its takeover
bid
Over the validity of the takeover bid i.e. from 18 November 2015 to 12:00 noon on 15 January
2016, the bid was accepted by 4,030 shareholders, holders of total 3,804,477 shares of the
target company, which accounts for 43.49% of all shares issued by the target company.
Including the 4,673,941 shares owned on the date of publication of the takeover bid, the
acquirer thus held a total of 8,478,418 shares of the Company, which represents 96.92%
of all issued shares of the target company.
Decision of the Securities market Agency regarding the takeover bid outcome
227
COLOPHON
Publisher: Pivovarna Laško, d. d., Trubarjeva 28, 3270 Laško
Design: Pivovarna Laško
Text: Pivovarna Laško
Translating: Prevajalska agencija GORR, d. o. o.
March 2016

annual report

Transcription

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