2018 AB LIETUVOS GELEŽINKELIAI ANNUAL REPORT Contents CEO FOREWORD 2 ABOUT THE GROUP AND THE COMPANY 3 CORPORATE GOVERNANCE 4 STRATEGY 11 MOST SIGNIFICANT EVENTS IN 2018 14 SUBSEQUENT EVENTS 21 OVERVIEW OF THE COMPANY’S KPI 21 ANALYSIS OF FINANCIAL AND OPERATING PERFORMANCE 25 Analysis of Group activities 25 Operating performance and governing bodies of the main companies of the Group 29 Investments 33 Organisational culture and employees of the Group 34 SOCIAL RESPONSIBILITY REPORT 38 RISKS AND THEIR MANAGEMENT 42 INFORMATION ON COMPLIANCE WITH THE TRANSPARENCY GUIDELINES 43 BASIC INFORMATION ABOUT THE GROUP AND THE COMPANY 45 CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 47 Abbreviations: LG, Lietuvos Geležinkeliai or the Company – AB Lietuvos Geležinkeliai Group, Group of companies – AB Lietuvos Geležinkeliai and its subsidiaries GOV – Government of the Republic of Lithuania EU – the European Union Consolidated Annual Report, Separate and Consolidated Financial Statements for the year 2018, prepared for the period January 1, 2018 - December 31, 2018, in accordance with International Financial Reporting Standards as adopted by the European Union. The annual and interim reports and financial statements are publicly available on the website http://www.litrail.lt. 1 CEO Foreword MANTAS BARTUŠKA CEO AB Lietuvos geležinkeliai native and opt for a public transport. Last year was promising – as much as 11% more travellers took Lietuvos Geležinkeliai trains. Improving efficiency is as important an indicator of the passenger transportation. It allowed the Company saving EUR 7 million costs. The issue of efficiency has become the cornerstone of the Com- pany – we have successfully reformed procurement procedures and managed the Company’s costs. Last year costs increased EUR 10 million whereas revenues EUR 47 million leading to an outstan- ding Group result, i.e. EUR 55 million profit. DEAR PARTNERS, EMPLOYEES, CUSTOMERS, 2017 was the year of changes, 2018 is regarded the year of growth. In addition to the performance results, we focused on improving the competencies and working conditions of people working at In 2018, Lietuvos Geležinkeliai, the largest railway group in the Bal- Lietuvos Geležinkeliai. For the first time in history, we have si- tics, surpassed the growth path and demonstrated record-brea- gned a branch collective agreement with the trade unions that king performance indicators. This is the result of hard work that has strengthened our position in terms of communicating openly has started back in 2017, the year of changes, carried out by the with our employees, taking care of their working conditions, and LG team which has also been renewed. contributing to personal growth. One of the major works in 2018 was shaping and putting in place I know that LG people are ready for the challenges awaiting in a long-term strategy that Lietuvos Geležinkeliai will live by until 2019. A very important stage of the Company’s development lies 2030. The strategy aims at doubling the number of passengers, ahead – a period of business purification and increasing efficiency. increasing freight by one third, ensuring reliable and secure inf- We have pioneered with the split-off of the freight transportation rastructure. The value of the state-owned enterprise is expected and will continue with the transfer of passenger transportation to increase twice by 2030. and infrastructure management functions. We will build a flexi- ble and competitive LG Group and the Republic of Lithuania will The goals are ambitious, especially given the competitive nature remain its sole shareholder. of our business environment. Yet, I am more than certain that an amazing team of Lietuvos Geležinkeliai is capable of delivering We are strongly committed to creating value for the shareholders – the them. In 2018, the Company sent a strong message about the in- State and the people of Lithuania. However, our business ambiti- tentions of taking leadership across the region. ons go beyond geographic boundaries of Lithuania. We see a lot of potential in international markets and have made a solid entry, The Freight Transportation Directorate demonstrated two record i.e. we signed a partnership agreement with Polish company PKP months running with 5.2 million transported freight in October and Cargo. This will open the gateway to Western Europe. We have the same volume in November. Throughout the year, the Company also succeeded in the East. In 2018, we carried 130 freight trains carried 56.8 million tons of freight, increasing the total volumes from China, signed a long-term cooperation agreement with one by 4 million tons compared to 2017. of our largest customers Belaruskalij. To trade vehicles for other modes of transport is quite a challen- By working efficiently, listening to customers and caring for our ge in Lithuania. We set an ambitious goal of encouraging vehicle employees, we will achieve the goal of our strategy – becoming owners to consider a more environment-friendly travelling alter- leaders in mobility and logistics in Central and Eastern Europe. 2 About the Group and the Company GROUP STRUCTURE AB LIETUVOS GELEŽINKELIAI 100% 100% 100% 100% 100% UAB UAB Vilniaus UAB Geležinkelio UAB AB Gelsauga lokomotyvų Rail Baltica LG CARGO tiesimo remonto statyba centras depas 100% 80% 34% 100% VšĮ VšĮ UAB * New companies: AB LG CARGO was Transporto Geležinkelių voestalpine UAB established on 28 inovacijų logistikos VAE LG Keleiviams December 2018, centra parkas Legetecha VšĮ Transporto Inovacijų Centras on 8 February 2019, UAB LG Keleiviams on 28 February 2019. INFORMATION ABOUT SHARES MAIN ACTIVITIES AS OF 31 DECEMBER 2018 Freight transportation by rail A share Nominal Number The Company held by the value per Functions. The Group provides the following services: freight of shares Company, % share, EUR transportation, logistics and forwarding, cargo loading and unloa- ding, wagon rental in Lithuania and abroad, coordinates the work Parent Company of locomotives and locomotives crews in Lithuania and abroad, AB Lietuvos and also leases them. 3,655,247 289.62 geležinkeliai Goals. By 2030 the goal is to increase the volumes of cargo trans- Subsidiaries ported by 30%: from 52.6 million tons (2017) to 70 million tons (2030); also, to become a logistics service provider in the region UAB Vilniaus that satisfies customers’ needs best, to fully use 1,435 mm gauge lokomotyvų 100 65,663 289.62 area in the Western direction, and to implement innovative and remonto depas environmentally friendly solutions for cargo transportation. UAB Geležinkelio 100 109,748 289.62 Results. In 2018, the Company transported 56.8 million tons of tiesimo centras cargo, which is 7.9% more than last year. UAB Gelsauga 100 16,037 289.62 UAB Rail Baltica 100 121,247 28.96 Passenger transportation by rail statyba Functions. The Group provides passenger services on local and AB LG CARGO 100 103,585 289.62 international routes, postal and luggage transportation in the ter- ritory of Lithuania, and other additional services. Associated Company Goals. The objective for the passenger transportation activities UAB voestalpine 34 25,734 28.96 is to double ridership by 2030: from 4.7 million (2017) to 8 million VAE Legetecha (2030) passengers. It is also aimed at expanding the volume of do- As of 31 12 2018, the sole shareholder of AB Lietuvos Geležinkeliai was the State mestic and international routes, upgrading the rolling stock fleet, of Lithuania represented by the Ministry of Transport and Communications of the providing new services to passengers, improving travel experien- Republic of Lithuania. ce, and turning the railway stations into centers of attraction for The Company and its subsidiaries did not acquire their own shares during the re- passengers and local residents. porting period. The subsidiaries and associated company did not acquire any shares of the Company Results. In 2018, 5.2 million passengers took trains, which is during the reporting period. 11.0% more than in 2017. 3 About the Group and the Company Public railway infrastructure management Freight transportation volumes Number of passengers Group revenue Group net profit Functions. The Group carries out maintenance and repair of ra- Million tons Million passengers Million EUR Million EUR ilway infrastructure, organises safe train traffic, provides intermo- 56.8 495.8 dal terminal services. 52.6 5.2 449.2 54.8 4.7 Goals. To ensure safe and sufficient capacity, successful and ti- mely implementation of the Rail Baltica project, that will give new 27.0 opportunities for passengers (travel 250 km/h) and freight car- +7.9% +11.0% +10.4% riers, efficient implementation of the investment program of up to EUR 6 billion, improve environmental protection by increasing number of electrified tracks. The goals are also to increase capa- 2017 2018 2017 2018 2017 2018 2017 2018 city, and speed for passengers in the main IX B corridor, creating infrastructure that ensures competitive environment, to install modern diagnostic solutions, and to apply autonomous train technologies. FreightResults. transportation Efficiency volumesof public railway Numberinfrastructure of passengers and its deve- Group revenue Group net profit lopment, as well as nondiscriminatory access to the public railway Million tons Million passengers Million EUR Million EUR infrastructure for all railway carriers legally operating in Lithuania. 56.8 495.8 52.6 5.2 449.2 54.8 4.7 27.0 +7.9% +11.0% +10.4% 2017 2018 2017 2018 2017 2018 2017 2018 Corporate Governance The State