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PPF GROUP N.V. Annual Accounts 2020

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PPF GROUP N.V. Annual Accounts 2020 PPF GROUP N.V. Annual accounts 2020 PPF GROUP N.V. Contents Table of contents REPORT OF THE BOARD OF DIRECTORS ................................................................... 2 CONSOLIDATED FINANCIAL STATEMENTS ............................................................ 25 SEPARATE FINANCIAL STATEMENTS...................................................................... 179 OTHER INFORMATION .................................................................................................. 191 INDEPENDENT AUDITOR’S REPORT ......................................................................... 193 PPF Group N.V. Report of the board of directors 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, telecommunications, media, real estate, mechanical engineering, insurance and biotechnology. PPF Group’s reach spans from Central and Eastern Europe to Russia, the USA and across Asia. As at 31 December 2020, PPF Group owned assets amounting to EUR 40 billion. 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 based on balance sheet size 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. In 2019, the Group acquired Serbian retail bank Mobi Banka. ClearBank Ltd. is a start-up bank licensed in the United Kingdom in 2016 which is focused on providing clearing services. The Group holds a 40.61% minority interest in ClearBank Ltd. Non-financial segments are represented predominantly by telecommunications, real estate, mechanical engineering, and since October 2020 also media. The telecommunications segment is roofed by PPF Telecom Group B.V. historically comprising of O2 Czech Republic a.s. and CETIN, a.s.. 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 mainly by a 2018 acquisition of Škoda Transportation group. Media segment comprises TV Bidco group that acquired Central European Media Enterprises Ltd. (hereinafter also as CME) in October 2020. The Group obtained the control over CME’s media and entertainment operations in the Czech Republic, Romania, Slovakia, Slovenia and Bulgaria. Significant events in 2020 and 2021 (until April 2021) January 2020 CzechToll launched a new electronic toll collection system in the Czech Republic, with modern satellite technology replacing a 13-year-old toll system based on microwave technology. 2 PPF Group N.V. Report of the board of directors May 2020 PPF banka participated as a Co-Manager in PPF Telecom Group’s four-year senior secured EUR 500 million Eurobond issue. PPF Telecom Group witnessed strong demand from more than 100 high- quality international investors. July 2020 PPF Telecom Group has split the retail and infrastructure operations at its Telenor-branded mobile operations in Bulgaria, Hungary and Serbia, shifting network activities into a new company to increase efficiency across Central and Eastern Europe. The newly established CETIN Group will consist of an existing unit in the Czech Republic, along with divisions from the three other nations. The group will manage PPF Telecom Group’s telecommunication infrastructure backbone, with a view to improving voice, data, TV, video, IT, and cybersecurity services. August 2020 SOTIO has acquired rights to BOXR CAR-T platform and products from US biotechnology company Unum Therapeutics and started to build a T cell therapy R&D Center of Excellence in Cambridge, Massachusetts, with plans to initiate first clinical studies at the end of 2021. October 2020 PPF Group has completed the acquisition of Central European Media Enterprises (CME). The transaction was subject to approval by the European Commission. The Group has obtained full control of CME’s operations in Czechia, Romania, Slovakia, Slovenia and Bulgaria. PPF Group’s priority is to accelerate the digital transformation of the business, increase content creation capabilities, and continue the CME legacy by providing independent and objective news as well as high-quality entertainment for viewers. Turkey’s Sabanci Holding and PPF Group (the engineering part) acquired the country’s major bus manufacturer Temsa, through a 50%-50% joint venture. December 2020 PPF Group signed an agreement for acquisition of an office complex near Atlanta, Georgia. The transaction was finalised in March 2021. PPF Group entered into agreement to sell its stake in a Switzerland-based company, NBE-Therapeutics to Boehringer Ingelheim. The transaction closed in January 2021. PPF Group initially invested into NBE in 2016 and was NBE’s largest shareholder at the time of the acquisition. NBE-Therapeutics, as part of Boehringer, will continue to support the existing partnership with PPF-owned SOTIO on SOTIO’s two preclinical-stage programs. January 2021 Moneta Money Bank a.s. (a Czech listed company “Moneta”), announced that it had received from PPF Group (through its subsidiary Tanemo a.s.) a public proposal for a voluntary tender offer for Moneta shareholders and an invitation for negotiations concerning the full acquisition of Air Bank and other companies from the Group (Home Credit a.s.; Benxy s.r.o.; and Home Credit Slovakia, a.s., collectively the “Air Bank Group”) by Moneta. 3 PPF Group N.V. Report of the board of directors February 2021 PPF Group has launched a voluntary offer to existing shareholders for up to 20% of shares in Moneta, with a right to raise that to 29%, offering CZK 80 per share, a 19% premium to the closing price before the tender was published. April/May 2021 PPF Group gained control of approx. 29.9% of Money shares by receiving acceptance confirmations from existing bank’s shareholders in a framework of voluntary tender offer. The acquisition of the stake was approved by the Czech National Bank in April 2021. On 6 May 2021, the Group and Moneta signed a framework agreement regarding the acquisition of the Air Bank Group by Moneta. The acquisition will be subject to the shareholders’ approval at an extraordinary general meeting that will be held in June 2021. Moneta shareholders will be asked to approve the acquisition and the issuance of new shares to the Group. The closing of the transaction will be subject to several regulatory approvals and antitrust clearance. Subsequent to the closing, the Group will hold an estimated 55.4% share in Moneta. Key financial highlights As of 31 December 2020, the total consolidated balance sheet amounted to EUR 39,658 million (2019: EUR 48,614 million). The Group’s key driver behind the asset decrease is attributable mainly to the decrease in the Home Credit loan portfolio (approx. EUR 7 billion) as a direct impact of the Covid-19 pandemic. PPF banka´s total assets dropped by another EUR 3 billion, caused by a lower volume of repo operations with the central bank. Other segment assets remained comparable to 2019. At the end of 2019, the consolidated equity of PPF Group N.V. amounted to EUR 8,517 million (2019: EUR 9,555 million). The drop in equity related to two significant items: a net loss and a negative FX translation revaluation caused by the devaluation of the majority of the Group´s functional currencies against the euro. The consolidated net loss of the Group for 2020 reached EUR 291 million (2019: a EUR 1,005 million profit). The main source of the negative result is Home Credit (a EUR 584 million loss), having been heavily impacted by the pandemic. Telecommunications (PPF Telecom Group) as the second largest segment contributed a EUR 432 million profit; an increase by EUR 60 million compared to 2019. Consolidated financial highlights, in millions of EUR 2020 2019 Total operating income 5,740 6,792 Net profit/(loss) (291) 1,005 Total assets 39,658 48,614 Total equity 8,517 9,555 Workforce The rounded average number of employees during 2020 was 111,000 (2019: 142,000). PPF Group’s operations did not have any significant impact on the environment. 4 PPF Group N.V. Report of the board of directors 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. These principles apply also for the Supervisory Board. Supervisory Board and Audit Committee In February 2018, the shareholders of PPF Group N.V. established a Supervisory Board in compliance with the articles of association of PPF Group N.V. The shareholders of PPF Group N.V. have appointed Messrs. František Dostálek (designated as the Chairman), Kamil Ziegler and Lubomír Král the members of the Supervisory Board. The supervisory board supervises the board of directors of PPF Group N.V.
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