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Annual Report 2011

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Annual Report 2011 1 Mostotrest is the leading 1930 Mostotrest is founded as the USSR national trust for off-grade diversified Russian and outsized bridge construction 1941 infrastructure construction Launch of own manufacturing capacity for special bridge struc- tures and inventory metalwork. company specialising in the Mostotrest is the only specialized bridge building company in the construction and renovation country until 1941 1945 Mostotrest is integrated into of automobile and railway GlavMostStroi, the bridge building entity of the Soviet Traffic Ministry, and undergoes significant restruc- bridges, roads, airfields, turing 1954 airports, hydro engineering As part of GlavMostStroi, Mosto- trest is integrated into the newly established USSR Ministry for facilities and other Transport Infrastructure Develop- ment infrastructure 1992 Mostotrest is privatized and becomes an open joint-stock company (OJSC) 2006 Current management assumes the reins of Mostotrest 2007 Marc O’Polo Investment Ltd acquires a majority interest in Mostotrest 2010 Mostotrest acquires controlling stakes in ETS and TSM Contents 1 2011 HIGHLIGHTS 27 2011 RESULTS 1 Key results 28 Operating Results 4 Who we are 35 Financial Results 6 What we do 8 Chairman’s Statement 49 GOVERNANCE 10 CEO’s Statement 50 Corporate Governance 12 Strategy and Business model 56 Social Responsibility 60 Risk management 17 MARKET OVERVIEW 19 Market Structure APPENDICES 21 State Company Avtodor A Consolidated Financial Statements 22 Competitive Environment B Proforma Consolidated Financial 23 Market Outlook Information 1 Jointly with Engtransstroy Corporation (ETS) and Transstroymekhanisatsiya (TSM) – Mostotrest, the Company or the Group 2011 HIGHLIGHTS Key results SIGNIFICANT INCREMENTAL BACKLOG2 GROWTH THROUGHOUT 2011 BACKLOG GROWTH BACKLOG GROWTH against RUB 235.0 against RUB 247.8 billion at the end billion at the end +36% of 2010 +28% of 1H 2011 CONSIDERABLE MARKET CLOUT MARKET SHARE3 INCREASE TO IN-HOUSE CAPABILITIES4 GROWTH of the transport or RUB 8.2 billion infrastructure to RUB 49.7 billion, 8.6% construction market, +20% against RUB 41.5 compared with 8.2% billion in 2010 in 2010 STRONG FINANCIAL RESULTS REVENUE INCREASED BY GROSS PROFIT INCREASED BY or RUB 24.1 billion to or RUB 1.9 billion to RUB 99.0 billion, against RUB 13.0 billion, against +32% RUB 74.9 billion in 2010 +18% RUB 11.1 billion in 2010 SOLID FINANCIAL POSITION NEGATIVE NET DEBT NEGATIVE NET WORKING CAPITAL RUB billion in net cash RUB billion in net against RUB 13.3 billion working capital against 21.6 in 2010 23.0 RUB 15.2 billion in 2010 2 Backlog – the relevant entity’s backlog represents management’s estimate of the contract value of its projects that remains to be completed as at a particular date, excluding VAT. Backlog is not a measure defined by IFRS or RAS 3 Market share – total share of Mostotrest, ETS and TSM calculated as amount of works performed using own in-house capabilities in 2011 divided by total transport infrastructure market according to EMBS Group Report excluding maintenance and repair 4 Amount of works performed using own in-house capabilities is the total revenue less other revenue and cost of services of subcontractors Annual report 2011 LEADING THE WAY IMPORTANT INFORMATION BASIS FOR PRESENTATION Information contained in this report concerning Open Joint This report contains information on the financial performance Stock Company “Mostotrest” (the Company, and together with of Open Joint Stock Company “Mostotrest” (MSTT) and its subsidiaries, Mostotrest, the Entity or the Group), is for its subsidiaries (Mostotrest, the Company or the Group), general information purposes only. The opinions presented prepared on the basis of audited consolidated financial herein are based on general information gathered at the statements for the year ended 31 December 2011 (the time of writing and are subject to change without notice. The consolidated financial statements )and unaudited pro forma Company relies on information obtained by it from sources consolidated financial information for the year ended 31 believed to be reliable but does not guarantee its accuracy or December 2010 (the pro forma financial statements). The pro completeness. forma financial statements have been prepared for illustrative purposes only and do not purport to represent what the actual These materials may contain “forward-looking statements” consolidated results of operations or the financial position regarding future events or results of the Company’s financial of Mostotrest would have been had the acquisitions of Limited operation. Forward-looking statements can be identified by Liability Company “Corporation Engtransstroy” (ETS) and the use of forward looking terminology such as “expect”, Limited Liability Company “Transstroymekhanisatsiya” “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, (TSM) occurred on 1 January 2009. The pro forma financial “may”, or “might”, or similar expressions or the negative statements do not represent the actual results of the Group’s thereof, or other variations thereof. Such forward-looking financial operations for the relevant periods. The pro forma statements may include matters that are not historical facts financial statements are not necessarily indicative of the and statements regarding the Company’s intentions, beliefs consolidated results of operations or financial position or current expectations concerning, among other things, of the Group for any future periods. The pro forma financial the Company’s results of operations, financial position, statements have been prepared on the basis of certain liquidity, prospects, growth, strategies, and the industry assumptions, which the Group believes to be reasonable in which the Company operates. By their nature, forward- and on the basis of available information and have also been looking statements involve risks and uncertainties, because prepared by making various adjustments. The actual results they relate to events and depend on circumstances that of financial operations may differ significantly from the results may or may not occur in the future. The Company cautions reflected in pro forma financial statements because of various you that forward-looking statements are not guarantees factors. of future operation and that the Company’s actual results of operations, financial position, liquidity, prospects, growth, Mostotrest has prepared this report using pro forma financial strategies and the development of the industry in which statements for the purposes of reflecting results of the the Company operates may differ materially from those Group’s financial operations for comparing accounting period described in or suggested by the forward-looking statements in more detail. The pro forma financial statements should contained in this report. In addition, even if the Company’s beread in conjunction with the Group’s audited consolidated results of operations, financial position, liquidity, prospects, financial statements, prepared in accordance with IFRS for growth, strategies and the development of the industry the year ended 31 December 2010. This report contains in which the Company operates are consistent with the some of the information provided in consolidated financial forward-looking statements contained in this report, those statements. Results of the financial operations contained results or developments may not be indicative of results or in pro forma financial statements may not correspond to developments in future periods. The Company does not intend consolidated financial statements and cannot describe future to amend these statements to reflect events or circumstances results, because ETS and TSM were not under general control occurring after the date hereof or to reflect the occurrence or management before 28 June and 13 May 2010, respectively. of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward- Except as otherwise provided in this report, all statistical looking statements of the Company, including, among others, information relating to the infrastructure construction general economic conditions, the competitive environment, market contained in this report has been reproduced from risks associated with operating in Russia, market change reports prepared by PMR dated 7 April 2011 and EMBS Group in the Russian infrastructure construction market, as well dated 12 April 2012 (the Reports). PMR and EMBS Group as many other risks specifically related to the Company and have given and not withdrawn their consent to the inclusion its operations. No reliance may be placed for any purposes of information from the Reports in this report. Information whatsoever on the information contained in this report or from the Reports has been included in the following sections on its completeness, accuracy or fairness. of this report: Chairman of the Board Statement, CEO Statement, Who We Are and Market Overview. The information in this report is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in materials of this report. None of the Company or any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use
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