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Annual Report 02 CONTENTS 2015 Annual report 02 CONTENTS Contents Our mission is building a first-rate Russian investment company that can ensure long-term growth of shareholder value through efficient management of the asset portfolio and achievement of high returns on investment. >20 years Years of track record ABOUT THE GROUP PORTFOLIO & STRATEGIC STRATEGIC >13 PRIORITIES DEVELOPMENT sectors 04 Sistema today 16 Key highlights of 2015 24 MTS Sectors of investments and expertise 06 CEO’s statement 19 Financial performance 28 Detsky Mir in 2015 08 Shareholder capital 32 Segezha Group 22 Credit ratings 10 Mission and strategy 36 RTI 23 Dividends 12 Investment portfolio 40 BPGC RUB 709 bln 42 Medsi Revenue for 2015 46 Agricultural businesses 52 Targin 56 SSTL 58 Binnopharm RUB 176 bln 60 MTS Bank Adjusted OIBDA for 2015 64 Real-estate assets 68 SG-trans 70 Other investments You can find more information on our corporate web site: www.sistema.com ANNUAL REPORT 2015 | Sistema www.sistema.ru Contents Sistema today 03 RISKS CORPORATE SOCIAL RESPONSIBILITY ANNEX GOVERNANCE 72 Integrated ERM 81 General Meeting 102 Responsible investor 122 Annex 1 system of Shareholders 105 Social investments 132 Annex 2 73 External risks 84 Board of Directors and charity 133 Annex 3 75 Risks related 92 President 106 Lift to the Future: 133 Annex 4 to Sistema’s innovations and talents 93 Management Board operations for high-tech industries 137 Annex 5 95 President’s committees 108 Taking Care 159 Annex 6 97 Risk management, of Veterans internal control and 109 Culture, historical internal audit systems and religious heritage 99 Development of 110 Corporate volunteer corporate governance movement in 2015 112 Shared values 100 Remuneration policy and social marketing 114 Green economy and environmental protection 116 Responsibility towards employees www.sistema.ru ANNUAL REPORT 2015 | Sistema 04 ABOUT THE GROUP Sistema today Sistema JSFC is Russia’s largest public financial corporation. STRATEGY Incorporated in 1993, Sistema JSFC is today one of Russia’s Sistema’s strategic goal is to grow 10 biggest companies by revenue and one of the world’s largest shareholder value by boosting return on publicly traded investment companies. Sistema’s investment investment in existing assets and reinvesting available cash in new investment projects portfolio is dominated by companies operating in various to achieve diversification and growth of sectors including telecoms, oil & gas, power, retail and its asset base. high-tech. Sistema is the controlling shareholder of most of its portfolio companies. SISTEMA’S PORTFOLIO(1) 61% 11% 9% 5% Telecom High-tech Children’s retail Pulp & paper 4% 4% 6% Banking Oil services Other 61% 11% 9% 5% 4% 4% 6% Sistema is a reliable partner Partner: Allianz Partner: Thomas Cook for states and foreign Investment: ROSNO Investment: Intourist businesses. In 2002, Sistema partnered with Allianz In 2011, Sistema partnered with Thomas Cook to develop ROSNO, an insurance holding to develop Intourist, a tourism agency. The company. In 2007, Allianz bought Sistema’s partnership resulted in Thomas Cook acquiring interest in ROSNO based on a total equity 75% of shares in the joint venture. valuation for ROSNO of US$ 1.58 bln. (1) Based on Sistema’s consolidated revenues. ANNUAL REPORT 2015 | Sistema www.sistema.ru Sistema today CEO’s statement 05 COMPETENCE SHARES Share capital structure Sistema’s approach focuses on improving The Company’s shares are traded on the 2.7% the operating efficiency of its assets through London Stock Exchange (LSE) in the form of 14.1% restructuring and cooperation with industrial global depositary receipts (GDRs) under the partners to enhance expertise and mitigate ticker SSA. One GDR represents 20 ordinary financial risks. shares. Sistema’s shares are also traded on Moscow Exchange under the ticker AFKS. 19% 64.2% Vladimir Evtushenkov Global depositary programme (LSE) Ordinary shares (MOEX) Other KEY FIGURES 2015 >13 >160 >100 mln sectors of operation patented solutions consumers Industry presence Patented innovations Consumers of the Group’s companies production 150,000 >20 years RUB 709 bln employees Responsible employer In the high-tech market Revenue Partner: Deutsche Telekom Partner: Russian government Partner: Louis Dreyfus Investment: MTS Investment: SSTL Investment: RZ Agro Sistema struck a partnership with Deutsche In 2011, Sistema partnered with the Russian In 2012, Sistema and the Louis Dreyfus family Telekom during the early years of MTS, a major Government’s Federal Agency for State set up RZ Agro, an agricultural business owning Russian telecoms operator. Property Management (Rosimushchestvo), more than 100,000 ha of land. Sistema and who bought 17% in Sistema’s Indian Louis Dreyfus are continuing to jointly develop subsidiary SSTL, a telecom operator. their agrobusiness in Russia www.sistema.ru ANNUAL REPORT 2015 | Sistema 06 ABOUT THE GROUP CEO’s statement Dear shareholders, Although 2015 was a challenging year for the Russian economy, for Sistema it was a year when we secured new drivers of growth for our investment portfolio and shareholder value. We performed strongly in terms of strategy execution and achieved all key targets, delivering robust growth at our key portfolio companies and reporting solid financial results as well as bolstering our cash position. In the new macroeconomic environment, we continued to actively reinvest funds in some of the most promising assets in Russia – assets that we expect will become important drivers of value creation going forward. All key portfolio companies achieved strong operating and financial performance, ensuring significant growth of the Group’s consolidated results. Sistema’s revenue for FY 2015 increased by 10%, while OIBDA rose by 7%. Our non-listed subsidiaries continued to increase their contribution to the Group’s overall performance as their share in consolidated revenue rose from 36% in 2014 to 39% in 2015 and 41% in the last quarter of the year. MTS and other major Sistema companies confirmed their status as leaders in their respective industries. Detsky Mir strengthened its leadership position as Russia’s top children’s goods Although 2015 was a challenging retailer as it continued to pursue an year for the Russian economy, aggressive growth strategy. In 2015 Detsky Mir Group opened 104 new stores, for Sistema it was a year when bringing its retail chain to 425 stores. we secured new drivers of At the end of 2015 Sistema sold a 23.1% stake in Detsky Mir to the Russia-China growth for our investment Investment Fund. This transaction is a good portfolio and shareholder value. example of successful monetisation of our investments and a testament to the effective development of this asset. Mikhail Shamolin Segezha Group, the pulp and paper holding Sistema’s President we acquired in late 2014, delivered the highest growth rates among Sistema’s key assets: revenue increased by 35% and OIBDA doubled. In 2015 we transformed Segezha into an efficient business and a global market leader, providing one more proof that our strategy of turning distressed assets into industry champions is working. We are currently supporting a large-scale investment programme, which we expect will help drive value growth at Segezha for the benefit of Sistema and our shareholders. ANNUAL REPORT 2015 | Sistema www.sistema.ru Sistema today CEO’s statement Shareholder capital 07 Our Indian telecommunications asset We also increased our stake in Medsi, SSTL significantly improved its financial Russia’s largest chain of private medical 41% performance and achieved positive OIBDA clinics, reflecting our confidence in the huge in all operating circles in the fourth quarter potential of the Russian private healthcare Non-listed of 2015. In November we announced plans market. subsidiaries share to merge SSTL’s telecommunications business with RCom, one of India’s major Successful implementation of our investment in consolidated telecom operators, in exchange for an strategy, stronger cash generation and equity stake in the combined company. growing value of the Group’s assets create revenue in 4Q 2015. The completion of the transaction is now a strong base for further growth in our subject to final approvals from courts and shareholder return. In 2016, we adopted the Department of Telecommunications a new dividend policy, which stipulates that of India. the total dividend recommended by the Board of Directors for each reporting year MTS and other major Sistema We also continue to grow our high-tech will be, at a minimum, the higher of either businesses in microelectronics, IT and an amount equivalent to a dividend yield companies confirmed their status as defence through our portfolio company RTI, of 4% per Sistema ordinary share or leaders in their respective industries. whose key divisions show strong growth RUB 0.67 per share. We believe that the and profitability. new policy will provide our investors with a progressive dividend story going forward. Effective re-investment of cash remains a key priority for Sistema as an investment As a major investor in the Russian economy, company. We continue to see attractive Sistema has a strong focus on social opportunities for efficient capital allocation responsibility. We seek to ensure that our in the current macroeconomic environment. businesses help to improve living standards In 2015, our biggest investment was into and the social, economic and environmental expansion of our presence in agriculture, well-being of the country. We continue where we see
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