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PPF Group NV Distributed MEUR 40 to Its Shareholders PPF GROUP N.V. Annual accounts 2018 Content: Board of Directors report Annual accounts 2018 Consolidated financial statements Company financial statements Other information Independent auditor’s report 1 Report of the Board of Directors Description of the Company PPF Group N.V. Date of incorporation: 29 December 1994 Registered office: Netherlands, Strawinskylaan 933, 1077XX Amsterdam Identification number: 33264887 Basic share capital: EUR 624,010 Principal business: Holding company activities and financing thereof General information PPF Group (the “Group”) invests in multiple market sectors such as banking and financial services, real estate, telecommunications, insurance, agriculture and biotechnology. PPF Group’s reach spans from Central and Eastern Europe to Russia, the USA and across Asia. As at 31 December 2018, PPF Group owned assets amounting to BEUR 45. PPF Group N.V., with its registered office in Amsterdam, is the key holding company of the Group that makes strategic decisions governing the entire Group’s activity. The Group comprises several business segments. The most significant segment is PPF Financial Holdings, combining consumer finance, retail and corporate banking. The Group holds an 91.12% interest in Home Credit Group B.V., the holding company for the Home Credit Group companies, providing a global consumer finance business, and Air Bank a.s. (a retail bank). The Group’s focus in corporate banking is represented by PPF banka a.s., in which the Group holds a 92.96% share. Non-financial segments are represented predominantly by telecommunication, real estate, and since 2018 mechanical engineering. The telecommunication segment is roofed by PPF Arena 1 B.V. historically comprising of O2 Czech Republic a.s. and Česká telekomunikační infrastruktura, a.s. (“CETIN”). In 2018, the Group acquired a 100% share in Telenor Hungary, Bulgaria, Montenegro and Serbia. PPF Real Estate Holding B.V. is a Group company consolidating real estate projects located in western and eastern Europe, and Russia. Mechanical engineering is represented by a 2018 acquisition of Škoda Transportation group. Significant events in 2018 (until April 2019) April 2018 In November 2017, the Group signed an agreement for the acquisition of a 100% stake in Škoda Transportation, a traditional transport engineering manufacturer. Škoda Transportation’s main products include low-floor trams, electric locomotives, metro trains, suburban train units, trolleybuses, electric buses, as well as traction engines and complete powertrains for transport systems. The majority of operations is located in the Czech Republic. The Group has also subsidiaries in Germany, Poland, Hungary, Finland, and Russia. The transaction was finalised after approval by the European Commission in April 2018. 1 July 2018 After obtaining all approvals from competent authorities and tying up other necessary processes, the Group completed the purchase of Telenor’s telecommunications assets in Central and Eastern Europe, specifically in Hungary, Bulgaria, Montenegro and Serbia. This transaction gave the Group full control of mobile operator Telenor in those countries. The total acquisition was priced at MEUR 2,729 and PPF Group secured the financing with a syndicated loan. The transaction was the biggest in the CEE telecommunications sector since 2011. August 2018 The Group completed the full acquisition (together with minority partners) of the French company Cytune Pharma a biotech company in which the Group previously held a minority stake. All Cytune Pharma projects will continue as part of the product portfolio managed by SOTIO, which is the umbrella company for all the Group activities in the biotechnology sector and provided close cooperation in the Cytune Pharma acquisition process. September 2018 A consortium comprising CzechToll (the Group’s subsidiary) and SkyToll, the toll operator in Slovakia, won the Czech Ministry of Transport tender to operate the electronic toll system in the Czech Republic from 2020. December 2018 On 31 December 2018, the Company entered into agreement for acquisition of a 2.5% stake in Home Credit Group B.V. from the minority shareholder. The Group increased its shareholding in Home Credit from 88.62% to 91.12%. Although the transfer of share was legally effective on 31 January 2019, economically the Group acquired the stake on 31 December 2018. February 2019 In June 2018, the Company signed an agreement for the acquisition of a 100% stake in Telenor Banka a.g. Beograd, a Serbian bank providing consumer loans to the customers of Telenor Serbia, a telecommunication operator that PPF Group acquired in July 2017. The transaction was subject to regulatory approvals and closed in February 2019. March 2019 PPF Arena 1 B.V., a holding entity which consolidates PPF Group’s telecommunications assets, successfully subscribed to seven-year senior guaranteed bonds worth EUR 550 million. Key financial highlights As of 31 December 2018, the total consolidated balance sheet amounted to MEUR 45,084 (2017: MEUR 38,222). At the end of 2018, the consolidated shareholders’ equity in PPF Group N.V. amounted to MEUR 7,485 (2017: MEUR 6,907). The consolidated profit attributable to equity shareholders of the Group for 2018 reached MEUR 815 (2017: MEUR 642). 2 The Group’s key driver of asset growth is the positive development in the financial segment represented by Home Credit and PPF banka, representing 72% of total assets (BEUR 32). Net profit of the financial segment amounted to MEUR 511 (2017: MEUR 307). The acquisition of the Telenor assets increase the total assets attributable to telecommunication segment to BEUR 7.6 (2017: BEUR 4.3) contributing MEUR 233 the Group’s net profit (2017: MEUR 264). Workforce The rounded average number of employees during 2018 was 153,000 (2017: 154,000). PPF Group’s operations did not have any significant impact on the environment. Composition of the Board of Directors The size and composition of the Board of Directors and the combined experience and expertise of their members should as closely as possible fit the profile and strategy of the Company. This aim for the best fit, in combination with the availability of qualified candidates, resulted in PPF Group currently having a Board of Directors in which all three members are male. To increase gender diversity on the Board of Directors, in accordance with Article 2:276, Section 2 of the Dutch Civil Code, PPF Group intends to pay close attention to gender diversity in the process of recruiting and appointing future members of the Board of Directors. PPF Group will retain an active and open attitude as regards selecting female candidates. Capital management As of 30 June 2015, the Group restructured its consumer finance and other banking business represented by Home Credit, Air Bank and PPF banka under PPF Financial Holdings B.V., a new holding entity (the “Subgroup”). The Subgroup became a financial holding company and as such became subject to consolidated prudential requirements based on Regulation No 575/2013 of the European Parliament and of the Council, with the Czech National Bank as the consolidating supervisor. PPF banka was appointed as the responsible reporting entity for this Subgroup. The Subgroup is required to fulfil the following capital requirements: a Tier 1 capital adequacy ratio of at least 6% and a total capital adequacy ratio of at least 8%. Moreover, the Subgroup is required to maintain a capital conservation buffer amounting to 2.5% of its risk-weighted assets and an institution- specific countercyclical capital buffer that is currently immaterial given the geographical placement of its assets. The Subgroup also monitors and maintains other regulatory requirements, such as liquidity and leverage ratios. The Group, the Subgroup, and their individually regulated operations complied with all externally imposed capital requirements, liquidity requirements, and leverage requirements throughout the reporting period. Financial instruments and risk management The Group is exposed to various risks as a result of its activities: liquidity risk, market risks (interest rate risk, equity price risk, currency risk), credit risk and insurance risk. Liquidity risk arises in the general funding of the Group’s activities and in the management of its positions. The Group has access to a diverse funding base. Funds are raised using a broad range of 3 instruments including deposits as well as other liabilities evidenced by paper, bank loans and shareholders’ equity. All financial instruments and positions are subject to market risk, i.e. the risk that future changes in market conditions may make an instrument more or less valuable. Exposure to market risk is formally managed by buying or selling instruments or entering into offsetting positions in accordance with risk limits or frameworks set by senior management. The Group is subject to credit risk through its trading, lending and investing activities and where it acts as an intermediary on behalf of third parties. The Group’s primary exposure to credit risk arises through the purchase of debt securities and through the provision of loans and advances. Credit risk is managed at the level of the individual Group companies. The Group carries an inventory of capital market instruments to manage those risks. Positions are opened in the money market, foreign exchange markets, debt and credit markets and equity markets based on expectations of future market conditions. As at 31 December 2018, the Group held financial instruments of MEUR 23,381 (excluding cash and cash equivalents). Of this amount, financial assets at fair value through profit or loss amounted to MEUR 646; financial assets at fair value through other comprehensive income came to MEUR 1,874, financial assets at amortised cost to MEUR 839, and loans and receivables to MEUR 20,022. Financial liabilities held by the Group include, in particular, liabilities due to non-banks totalling MEUR 11,396, liabilities due to banks of MEUR 18,525, debt securities issued amounting to MEUR 2,593, subordinated liabilities of MEUR 396 and financial liabilities at fair value through profit or loss of MEUR 761.
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