ANNUAL REPORT 2013 Pillars of Success
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Pillars of Success ANNUAL REPORT 2013 Pillars of Success Тhe largest diversified company in the Russian transport infrastructure construction market, with a presence across A success story all core and related business 1 for more than 80 years 8 segments, and a participant in Russia’s pioneering public- Presence private partnership (PPP) in the most projects. 2 attractive investment regions 11 Unique broadly 3 diversified market player 12 Participation in all key 4 infrastructure development projects 24 Strong and growing 5 backlog 30 Leader in the road 6 services segment 40 Stable 7 management team 53 The only publicly listed 8 company in the sector 57 Strong engineering 9 tradition 68 http://mostotrest.ru/ Key Operation Activities Construction Services Road Concession Leading player in the Russian infrastructure Toll highway and bridges operation (UTS), With its joint venture partner VINCI, construction market. road repair and maintenance services Mostotrest owns 100% of NWCC on an equal (Mostotrest-Service). basis What We Do What We Do What We Do — Construction of roads and bridges; 1. Toll road operation — NWCC is the concession holder for — Construction of railway infrastructure; — Operation of toll collection systems and the km 15 – km 58 toll section of the — Construction of airfields and airports; intelligent transport systems (ITS); M-11 “Moscow – Saint Petersburg” — Construction of seaports and waterway — Development and implementation of Highway, currently under construction, infrastructure; optimal technological solutions for in accordance with a concession — Construction of other infrastructure and traffic management; agreement with Avtodor; non-infrastructure projects; 2. Maintenance of transport infrastructure — Type of concession agreement: direct — Management of complex infrastructure — Road marking services; toll collection agreement envisioning projects as General Contractor; — Maintenance of electric lighting, traffic toll segment construction and operation — Reconstruction of transport light, traffic density monitoring and road based on the co-financing principle, infrastructure. weather information systems; with subsequent transfer to concession 3. Transport infrastructure repair services holder for temporary operation and return of investment through beneficiary toll collection. Key 2013 Results Key 2013 Results Key 2013 Results — Won biggest ever contract in history — 3x increase in the length of roads under Construction 40% completed as at of Russia’s road building industry – maintenance; 31 December 2013 construction of Section 6 of M-11 — Number of branches increased from 5 “Moscow – St. Petersburg” Highway; to 12; — Commissioned first ever life cycle — Operations started on the first segment project in Russia – Voronezh Bypass on of M-4 “Don” Highway and first M-4 “Don” Highway; revenues generated; — 17% revenue growth year-on-year. — 4x revenue growth compared with 2012. Financial Results, RUB billion Financial Results, RUB billion Revenue 106.9 Revenue 10.7 Gross Profit 11.9 Gross Profit 2.0 EBITDA 7.5 EBITDA 1.8 Net Profit 1.6 Net Profit 1.0 2013 Key Financial and Operating Results Ownership Structure Backlog, RUB billion Market Share, % Mostotrest shares in affiliated and subsidiary companies % p. p. +26 + 0.5 2013 355.4 2013 9.9 % 2012 281.3 2012 9.4 % 2011 2011 279.9 8.6 % Construction Services Revenue, RUB billion Gross Profit, RUB billion TSM UTS % % Construction and reconstruction of roads, Toll road operation, including as part of lifecycle airports and airfields, railway infrastructure and contracts +24 + 7 ports infrastructure Mostotrest-Service 2013 116.7 2013 14.0 Mostostroy-11 Operation, maintenance, repair and overhaul of Construction and reconstruction of road, railway roads and bridges and city bridges 2012 94.1 2012 13.1 % % 2011 2011 TSM 84 UTS 84 66.1 11.5 Mostostroy-11 25% Mostotrest-Service 60% Net Debt, RUB billion Net Working Capital, RUB billion 2013 (22.0) 2013 (32.1) Road concession 2012 2012 (0.2) (5.6) NWCC Toll road operation, including as part of 2011 2011 lifecycle contracts (17.5) (18.6) % Revenue breakdown by segment, % NWCC 50 Construction Services Other 91% 8% 1% Shareholders structure % as of 31.01.2014 AM companies for Marc O’Polo 38.6% NPF BLAGOSOSTOYANIYE 29.4% Free float 32.0% Construction revenue breakdown by project, % Bridges and highways Other 93% 1% Marc O’Polo Investments Ltd. is a holding company. It is beneficially owned by NPF BLAGOSOSTOYANIYE is a non-governmental pension fund established Airfields and airports top-managers of N-Trans Group (N-Trans Group – largest private transportation with the participation of Russian Railways. 6% company in Russia, CIS and the Baltic states) Konstantin Nikolayev, Nikita Mishin and Andrei Filatov (31.55% in equal shares) and Arkady and Igor Rotenberg (68.45%). Pillars of Success 01. About Us 05 08 10 12 14 ABOUT US Chairman’s Company History Top Projects Business Model Mostotrest 2014–2018 and CEO’s Statment Key Development Areas Reputation as a reliable contractor with Footprint in regions that have traditionally The only broadly diversified industry an 80 year track record been key beneficiaries of investment in player: presence in all core and related infrastructure development market segments; experience in managing integrated, technically complex projects 02. 2013 Results 17 26 32 2013 RESULTS Market Overview Operating Results Financial Results Participation in all key projects that will shape market development Strong and steadily growing backlog securing financial Russia’s biggest road maintenance and operation player in the medium term stability of the Company in the coming years and supporting Mostotrest’s ability to be selective in regard to participation in new tenders 03. Corporate 43 44 53 56 57 GOVERNANCE CORPORATE Governance Corporate Governance Principles Corporate Governance Structure Management Internal Control and Audit To Investors and Shareholders Stable management team with impeccable The only publicly listed company in the industry reputation sector, the Company’s strong financial reputation and excellent relationships with leading banks gives it access to cheap debt financing 04. Social 63 70 74 SOCIAL RESPONSIBILITY Responsibility Personnel Occupational Health and Industrial Safety Environmental Protection Most admired personnel in the industry , strong engineering tradition, professionals with vast experience in construction of highly complex infrastructure 05. Appendices 79 118 126 128 APPENDICES Consolidated Risk Management Basis for Presentation of Information Key Terms and Definitions Financial Statements 2 Mostotrest Annual Report 2013 3 Pillars 01. of Success About Us Reputation 5 Chairman’s and CEO’s Statment as a reliable contractor with a proven 8 Company History track record 10 Top Projects 8 Footprint 12 Business Model in leading regions for infrastructure investment 14 Mostotrest 2014–2018 Key Development Areas 11 The only broadly diversified industry player with a presence in both core and related business segments 12 4 | CHAIRMAN’S AND CEO’S STATMENT 01. ABOUT US Vladimir Vlasov Georgy Koryashkin CEO Chairman of the Board CEO Member of the Board of of Mostotrest since 2006 Directors of Mostotrest since 2006 02. 2013 RESULTS 03. CORPORATE GOVERNANCE CORPORATE Dear Shareholders, Partners and Colleagues, 2013 was a challenging year for the Russian economy as The construction of the Kurortny Avenue Relief Road a whole and for infrastructure construction companies in was one of the most challenging large-scale projects the particular. We saw a significant slowdown in the rate of Company has ever undertaken. In addition to a 2-kilometer economic growth: GDP grew by 1.3% compared to 3.4% in section, the project included the construction of dozens of 2012. This was due to several factors, including low levels engineered structures: tunnels, interchanges, bridges and of investment especially in the real estate sector of the overpasses. The work was carried out in difficult geological economy and in infrastructure. In addition, co-financing and climactic conditions, applying the latest technology and of infrastructure projects from the National Welfare Fund utilizing a large number of subcontractors. We are proud 04. SOCIAL RESPONSIBILITY was postponed. As a result, the overall construction index that the road opened for traffic as planned, ahead of the in 2013 declined by 2.4%, and the transport infrastructure start of the Olympics. development segment was down 1%, primarily due to modest growth in investment in road and bridge construction (+1% compared with 2012) and reduced volumes of railway and airport infrastructure construction. Nevertheless, it is pleasing to note that, as in previous years, we continued to steadily increase our market share, which reached 9.9% in 2013, up from 9.4% in 2012. 2013 saw Russia enter the final and decisive phase 05. of preparations for the XXII Winter Olympics in Sochi. We continued to steadily increase our market share, APPENDICES As a market leader, Mostotrest has, in recent years, been which reached involved in the construction of several major transport infrastructure projects in Sochi. These high-priority % national projects were completed within tight contractual deadlines and under testing conditions. 9.9 Mostotrest Annual Report 2013 5 We are the only large-scale full-service infrastructure company in the industry. As such, Mostotrest is present in all core and related market segments and has a number of distinct advantages, the