CONSOLIDATED ANNUAL REPORT 2018 AS MERKO EHITUS CONSOLIDATED ANNUAL REPORT 2018 AS MERKO EHITUS GROUP CONSOLIDATED ANNUAL REPORT 01.01.2018 – 31.12.2018 Business name: AS Merko Ehitus Main activities: Holding companies General contracting of construction Real estate development Commercial Register No.: 11520257 Address: Järvevana tee 9G, 11314 Tallinn Postal address: Pärnu mnt 141, 11314 Tallinn Phone: +372 650 1250 Fax: +372 650 1251 E-mail: [email protected] Web site: group.merko.ee Supervisory Board: Toomas Annus, Teet Roopalu, Indrek Neivelt Management Board: Andres Trink, Tõnu Toomik Auditor: AS PricewaterhouseCoopers 2 AS MERKO EHITUS CONSOLIDATED ANNUAL REPORT 2018 TABLE OF CONTENTS MAIN FACTS ........................................................................................................................................................................................................................................... 4 STATEMENT OF THE CHAIRMAN OF THE MANAGEMENT BOARD ....................................................................................................................................... 5 MERKO GROUP ...................................................................................................................................................................................................................................... 6 MANAGEMENT REPORT ................................................................................................................................................................................................................... 10 MANAGEMENT DECLARATION ....................................................................................................................................................................................................... 55 FINANCIAL STATEMENTS ................................................................................................................................................................................................................ 56 SIGNATURES OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD TO THE 2018 ANNUAL REPORT ...................................................... 108 INDEPENDENT AUDITOR’S REPORT ........................................................................................................................................................................................... 109 PROFIT ALLOCATION PROPOSAL .................................................................................................................................................................................................. 116 OTHER NOTES TO THE ANNUAL REPORT .................................................................................................................................................................................. 117 3 AS MERKO EHITUS CONSOLIDATED ANNUAL REPORT 2018 MAIN FACTS AS MERKO EHITUS CONSISTS OF: • Estonia’s leading construction company AS Merko Ehitus Eesti • Latvian market oriented SIA Merks • UAB Merko Statyba operating on the Lithuanian market • Norwegian construction company Peritus Entreprenør AS Merko Ehitus group focuses on general contracting of construction and on providing complete solutions in professional construction and real estate development. Long-term experience in various countries, a wide scope of construction services, flexibility, reliability and meeting the deadlines and primarily quality have helped group companies to achieve a strong position in the Baltics. The largest listed construction Merko Ehitus group is also the leading apartment developer in the Baltics, having company in the Baltics developed and built more than 4,000 apartments in Estonia, Latvia and Lithuania. 2018 revenue COMPETITIVE ADVANTAGES: EUR 418.0 mln • Broad range of construction services mln and products, comprehensive solutions offered to clients • Strong quality management system • Experienced project managers and engineers • Longstanding experience on the subcontractors and suppliers market • Innovative technological approaches and construction solutions • Strong financial capability 2018 new contracts signed • Inventory of residential development EUR 246.4 mln projects and a strong brand 2018 net profit 31 December 2018 EUR 19.3 mln 764 employees 2018 EBITDA EUR 21.9 mln VALUE OFFERING AS A GENERAL CONTRACTOR, WE OVERSEE THE ENTIRE CONSTRUCTION PROCESS AND ARE RESPONSIBLE FOR THE COMPLETION OF THE CONSTRUCTION PROJECT AS A WHOLE: • Integrated project management and construction service, provision of strategic consultation to the contracting entity throughout the process • As needed, combined use of subcontractors and Merko workforce (concrete works, road construction, electrical constructions both indoor and outdoor) • Real estate investments and development, managing the entire apartment development process: design, construction, sales, warranty-period service • Co-investing, risk distribution and participation in PPP (public-private partnership) projects • International quality, environmental protection and occupational safety Estonia's leading builder of certificates ISO 9001, ISO 14001 and OHSAS 18001 substations 4 AS MERKO EHITUS CONSOLIDATED ANNUAL REPORT 2018 STATEMENT OF THE CHAIRMAN OF THE MANAGEMENT BOARD Dear shareholders, The Baltic states’ construction sector continued on the rising path in 2018 and was one of the main engines driving economic growth. We were among the beneficiaries of the growth in the construction market – the group’s revenue increased over 30 per cent and crossed the EUR 400 million mark for the first time. The foundation for the extraordinarily high construction volumes and rapid growth was laid in the form of large-scale construction contracts concluded several years ago. We have never had so many large projects – shopping centres, offices, hotels and public buildings – under construction at the same time in all three Baltic states than we did last year. We are glad that besides the rapid growth in revenue, we also preserved profitability – the group’s net profit also grew more than 30 per cent and net return on equity was in excess of 15 ANDRES TRINK AS MERKO EHITUS per cent, which is the best result in the last decade. The solid results can be attributed to the CHAIRMAN OF THE contributions and professionalism of our employees. We are also grateful to customers and MANAGEMENT BOARD partners who have put their trust in us. Construction is a project-based business where we depend directly on the volume of orders on the market. Looking at the future, we must acknowledge that the rapid growth period is over on the construction market and a period of stabilization and maybe even decline is about to start. In recent years, commercial buildings have been built in the Baltics in great numbers and it will take time for the market to absorb the accrued volumes of commercial space. Construction has also become much more expensive, among other things because of rapidly growing wages and salaries. This has made real estate developers cautious when it comes to launching new projects. We perceived a clear decline in the volume of construction orders already in the first half of 2018 and the group’s secured order book decreased by close to one-third during the year. We are prepared to adapt to the construction market and our primary focus is on operating profitably. The state remains an important player on the public building and infrastructure field and we shall see what will happen on the construction market in two or three years’ time, if construction of Rail Baltica should go ahead. Alongside general contracting of construction, we have shifted our focus even more to apartment development. Merko’s brand as a home developer and builder continues to be strong in all of the Baltic states. Last year was noteworthy also in the sense that we launched construction of more than 1,000 new apartments in the Baltics combined. That is almost twice as many as in past years. We are confident in our capability to create a quality, modern living environment for smaller and larger families, for younger people and those with longer life experience, for higher income segments and more economically minded home buyers alike. Our apartment development business has a long perspective arc – we are ready to invest and offer the apartments that buyers demand in both market boom periods and more stable phases. Merko puts a premium on quality and trustworthiness. We want to build a better future through our main activity and also by giving back to society in general. We intend to continue working with partners who share our goals and values. Andres Trink 5 AS MERKO EHITUS CONSOLIDATED ANNUAL REPORT 2018 MERKO GROUP VISION VALUES VISION Our vision is reliable solutions and quality performance for customers’ ideas. VALUES RESPONSIBILITY We decide based on business thinking, awareness and ethical beliefs. We offer enduring and environmentally friendly solutions. KEEPING PROMISES We give realistic promises to the shareholders, contracting entities, cooperation partners, employees and we keep our promises. Good solutions are born in cooperation, the keeping of one's promises is mutual. COMPETENCE We value quality and professionalism. We constantly develop our professional knowledge and skills. INITIATIVE We manage processes and are result-oriented. We accept challenges, which presume more. CREATIVITY We are open, innovative and creative in working out and implementing the solutions. We have the will to carry