Annual Report 2019 This Version of the Annual Report Is a Translation from the Original Which Was Prepared in the Czech Language
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Annual Report 2019 This version of the Annual Report is a translation from the original which was prepared in the Czech language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the Czech version of the Annual Report takes precedence over this translation. Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 2 Note: O2 Czech Republic a.s., further below also as “O2 CZ” or “Company”. O2 Slovakia, s.r.o., further below also as “O2 Slovakia”. Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 3 Table of Contents 1. Financial and operating highlights 5 2. Basic information as required by the Capital Markets Undertakings Act 7 3. Board of Directors’ review of business 16 4. Corporate governance 27 5. Financial part 38 Consolidated fi nancial statements for the year ended 31 December 2019 prepared in accordance with International Financial Reporting Standards as adopted by the European Union 39 Financial statements for the year ended 31 December 2019 prepared in accordance with International Financial Reporting Standards as adopted by the European Union 123 6. Declaration of persons responsible for the Annual Report 197 7. Independent auditor’s report to the shareholders 199 Appendix: Report on relations between the controlling person and the controlled person, and between the controlled person and persons controlled by the same controlling person for the accounting period of 2019 212 Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 4 Financial and 01 operating highlights Annual Report 2019 | O2 Czech Republic a.s. Financial and operating highlights Financial data is based on the Consolidated Financial Statements for the year ended 31 Decem- ber 2019 prepared in accordance with International Financial Reporting Standards as adopted by the European Union. 2019 2018 Financials (in CZKm) Revenues 1 38,760 37,996 EBITDA – Earnings before depreciation and amortization 12,619 11,163 Operating profi t 7,241 7,108 Profi t before taxes 6,885 6,916 Profi t for the period 5,460 5,448 Total assets 42,680 36,130 Property, plant and equipment 6,171 6,130 Intangible assets 15,457 17,164 Total equity 14,177 15,225 Financial debts (long-term and short-term) 2 14,596 10,499 Capital expenditure (fi xed assets additions) 2,432 4,417 Retained earnings – consolidated 4,882 4,529 – unconsolidated 7,029 6,804 Operating indicators (as at year-end) Fixed voice lines (in thousand) 462 514 Fixed broadband (in thousand) 3 835 808 4 Pay TV – O2 TV (in thousand) 443 335 Mobile customers in the Czech Republic (in thousand) 5 5,858 5,467 Mobile customers in Slovakia (in thousand) 6 2,149 2,028 Number of employees in the Group 5,116 5,381 Ratios EBITDA margin (EBITDA/Revenues, in %) 32.6 29.4 Profi t after taxes / Revenues (in %) 14.1 14.3 Capital expenditure / Revenues (in %) 6.3 11.6 ROA (Profi t after taxes / Total assets, in %) 12.8 15.1 ROE (Profi t after taxes / Equity, in %) 38.5 35.8 Gross gearing (Financial debts / Total equity, in %) 103.0 69.0 Net debt (Financial debt less Cash and cash equivalents) / EBITDA 0.68 0.72 Profi t 7 per share – consolidated 18.1 18.1 – unconsolidated 17.8 17.8 Macroeconomic indicators 8 CZK/EUR exchange rate – average 25.67 25.64 CZK/EUR exchange rate – at end of period 25.41 25.73 1 Excluding revenues from non-telecommunications services. 2 Excluding lease liabilities. 3 Fixed (xDSL, fi bre), wireless (4G LTE, WTTx). Year 2018 adjusted based on a new methodology. 4 IPTV & OTT, Prepaid (O2 TV Sport Pack online and O2 TV HBO and Sport Pack tariffs). 5 Mobile customers who have generated revenue in the past 13 months. Year 2018 adjusted based on a new methodology. 6 Mobile customers who have generated revenue in the past 3 months. Mobile customers and wireless broadband customers. 7 Profi t attributable to equity holders of the Company divided by weighted average of shares outstanding. 8 Source: Czech National Bank web page (FX rates of other currencies). Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 6 Basic information 02 as required by the Capital Markets Undertakings Act Annual Report 2019 | O2 Czech Republic a.s. Basic information as required by the Capital Markets Undertakings Act Company information Business name: O2 Czech Republic a.s. Registered seat: Praha 4-Michle, Za Brumlovkou 266/2, Postal Code 140 22, Czech Republic Company ID no.: 60193336 VAT registration no.: CZ60193336 LEI (Legal Entity Identifi er): 3157004ICDH3MRKW7534 Date of incorporation: 16 December 1993 Legally existing from: 1 January 1994 Legal form: joint-stock company Commercial court: Municipal Court in Prague Commercial court record number: Section B, File 2322 Institutional investors and shareholders please contact: Tel.: +420 271 462 076, +420 271 462 169 E-mail: [email protected] Web: https://www.o2.cz/spolecnost/en/investor-relations/ O2 Czech Republic concern and the with a registered seat in Slovakia 2 O2 Slovakia, s.r.o. Group organisation structure 3 O2 Business Services, a.s. The Company is the parent company of a number Details of those companies, including the list of companies which it owns directly or through of associates and joint ventures, as well as any other members of the O2 Czech Republic con- changes which occurred in 2019, are given in cern. Major subsidiaries, in which it directly holds Note 24 to the Consolidated Financial State- 100% of the shares and with which it forms a ments. concern within the meaning of Section 79 et seq. of the Business Corporations Act (O2 CZ is here The Group consists of O2 CZ, the above-men- in the position of the dominant person), include tioned subsidiaries, Emeldi Technologies s.r.o. the following companies: and subsidiaries owned by another member of 1 the O2 Czech Republic concern, specifi cally: mlu- with a registered seat in the Czech Republic vii.com s.r.o., Smart home security s.r.o., INTENS O2 Family, s.r.o. Corporation s.r.o. and Tapito s.r.o.4 O2 TV s.r.o. O2 IT Services s.r.o. Bolt Start Up Development a.s. eKasa s.r.o. O2 Financial Services s.r.o. 1 The seat of all companies is Praha 4, Michle, Za Brumlovkou 266/2, Postal Code 140 22. 2 The seat of both companies is Bratislava, Einsteinova 24, Postal Code 851 01. 3 Owned through the subsidiary O2 Slovakia, s.r.o. 4 The company was a member of the Group until 7 May 2019, when an agreement on the transfer of a share in a limited liability company was concluded, the subject of which was the transfer of a 100% stake in Bolt Start Up Development a.s. to Livesport Invest s.r.o. Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 8 Employees Total headcount in FTE of the Group by market as at 31 December 2019: O2 Czech Republic 4,059 O2 Family 87 O2 TV 13 O2 IT Services 161 Other companies 5 40 EMPLOYEES IN THE CZECH REPUBLIC 4,360 O2 Slovakia 715 O2 Business Services 41 EMPLOYEES IN SLOVAKIA 756 GROUP EMPLOYEES TOTAL 5,116 Rating As at 31 December 2019, O2 CZ or any member of the Group did not have a corporate rating. Summary report pursuant to Section 118 of the Capital Markets Undertakings Act Equity Structure of unconsolidated capital of the Company as at 31 December 2019: (in CZKm) Share capital 3,102 Share premium 8,264 Treasury shares -2,348 Funds 8 Cash fl ow securitization 22 Retained earnings 7,029 TOTAL 16,077 5 eKasa, O2 Financial Services, INTENS Corporation, mluvii.com, Emeldi Technologies. Annual Report 2019 | O2 Czech Republic a.s. | Translation from the Czech original 9 Share capital The share capital of O2 CZ as of 31 December Each CZK 10 of the nominal value of shares rep- 2019 in the amount of CZK 3,102,200,670 was ful- resents one vote; the total number of votes at- ly paid and was formed by the following shares: tached to the Company’s shares is 310,220,067. The Company’s share capital has not changed in Type: ordinary the course of 2019. Kind: registered Form: booked Regulated markets Total volume of issue: 310,220,057 Nominal value: CZK 10 Registered shares at a nominal value of CZK 10 Total volume of issue CZK 3,102,200,570 were admitted for trading on the Prague Stock ISIN: CZ0009093209 Exchange (prime market) and the RM-SYSTÉM, Type ordinary česká burza cenných papírů a.s. The registered Kind: registered share in the nominal value of CZK 100 was not Form: booked listed for trading on any regulated market in Eu- Total volume of issue: 1 rope. Nominal value: CZK100 Total volume of issue CZK 100 ISIN CZ0008467115 Signifi cant direct and indirect shares in the voting rights Key shareholders of O2 CZ as of 31 December 2019: 6 Share of Share of Name Address the share the voting capital rights Strawinskylaan 933, Amsterdam, 1 PPF Telco B.V. 65.79% 67.83% Nizozemské království Strawinskylaan 933, Amsterdam, 2 PPF A3 B.V. 10.27% 10.59% Nizozemské království PPF CYPRUS Themistokli Dervi 48, Nicosia, 1066, 3 5.00% 7 5.16% MANAGEMENT LIMITED Kyperská republika PPF Group total 81.06% 83.58% O2 Czech Republic a.s.