СONTENTS LETTER FROM THE PRESIDENT 3 ABOUT THE COMPANY 4 COMPANY PHILOSOPHY 5 MAIN EVENTS OF 2008 6 BEER MARKET. THE COMPANY’S POSITION 9 BRAND PORTFOLIO 15 FINANCE. INVESTMENT 19 KEY PROJECTS 23 SOCIAL RESPONSIBILITY 27 CORPORATE GOVERNANCE 33 SECURITIES 38 CONSOLIDATED FINANCIAL STATEMENTS 43 INTERESTED PARTY TRANSACTIONS 77 INFORMATION FOR SHAREHOLDERS AND INVESTORS 85 CONTACT INFORMATION 86 LETTER FROM THE PRESIDENT 2008 was another successful year in the history of Baltika Breweries LETTER FROM THE PRESIDENT Ladies and Gentlemen, 2008 was another successful year in the history of Baltika It is important to note that the Baltika brand moved up to the Breweries. This period was challenging for us, especially in first position in Europe in terms of sales, which is especially the context of the outside world: inflation in raw materials, symbolic given that 2008 was declared within the Company a sharp increase in excise tax, unfavourable weather and to be the year of the title brand. The forthcoming year 2009 global financial crisis all negatively affected the beer market can boldly be called a year of opportunities: the complex as a whole. economic situation at the same time presents us with a stim- ulus to find more effective ways of pursuing further growth and competitive strength. Nevertheless, Baltika succeeded in strengthening its lead- ership position and in sustaining high profitability. Given strong financial results, the Company maintains its policy of Baltika is a stable business. We have very strong brands and increase in annual dividend. a powerful position in Russia. In 2009, we expect to main- tain high profitability, devoting special attention to optimising business processes. We will strive to consolidate our lead- The main event for Baltika in 2008 was joining the global ership on the market, streamlining the portfolio, continuing brewer – Carlsberg Group, which opens new opportunities, innovations and improvements in distribution and sales. including the growth of our brands abroad and the exchange of experience with other companies in the Group. I would like to emphasise that we were able to deliver strong results in 2008 thanks to the innovative spirit, sense In 2008, we implemented a number of major investments: of responsibility and constant quest for perfection of our the brand new Novosibirsk brewery, increase of capacity employees. I express my appreciation to all of my col- in Voronezh and the acquisition of the largest brewery in leagues – the staff of Baltika – for devoted work, for know- Azerbaijan, the first brewery owned abroad in our history. ing how to overcome difficulties and readiness for changes. Another important event in the year gone was the start of I want to thank our partners for fruitful cooperation and their licensed production of Baltika №3 Classic and Baltika №9 contribution to the Company’s growth. Extra at the Carlsberg Uzbekistan brewery in Tashkent. As in the past, Baltika remains the leading exporter of Rus- sian beer: the number of countries where our products are available has grown to fifty. In 2008, the Government of the Russian Federation awarded the title of ‘Best Russian Exporter’ to Baltika for the seventh time in a row. ANTON ARTEMIEV President, Baltika Breweries Senior Vice President, Eastern Europe, Carlsberg Breweries ANNUAL REPORT 2008 3 ABOUT THE COMPANY Baltika Breweries was founded in 1990. Modern equipment The Company’s breweries are located in 10 cities across and the application of advanced technologies made it pos- Russia: St. Petersburg, Yaroslavl, Tula, Voronezh, Rostov- sible to bring to the market high quality products, all of which on-Don, Samara, Chelyabinsk, Novosibirsk, Krasnoyarsk enabled Baltika to become the leader on the Russian beer and Khabarovsk. In 2008, the Company acquired a brew- market in 1996. The Company has maintained this status ery in Azerbaijan. The combined production capacity of the right up to the present day. breweries in Russia amounts to 50 mln hectolitres of beer per year. In order to satisfy its demand for malt, Baltika has Over the course of its history, Baltika grew at a very rapid built two malt plants in Tula and Yaroslavl, and it is also de- pace. It purchased breweries, built new ‘green field’ facilities veloping an agricultural project in eight regions of Russia. and actively extended the network of its sales subdivisions. At the end of 2006, Baltika merged with three Russian brew- The Company has an extensive distribution network and it ing companies – Vena, Pikra and Yarpivo. is possible to purchase Baltika products in 98% of Russia’s points of sale. In April 2008, Baltika joined the global brewer Carlsberg Group, which owns 88.86% of the Company’s charter capital. The Company’s products are exported to 50 countries around the world, including countries of Western Europe, At present, Baltika is the largest FMCG company in Russia North America and the Near East region. and Eastern Europe. Baltika participates actively in the work of the Union of Rus- The Company’s broad brand portfolio makes it possible to sian Brewers. Company President Anton Artemiev has been satisfy the most demanding consumer taste. Besides the the Chairman of the Union’s Board since 2007. key Baltika brand, which is one of the three most valuable brands in Russia, the Company’s portfolio has around 30 well-known beer brands, such as Arsenalnoye, Nevskoye, Yarpivo, Tuborg, Carlsberg, Kronenbourg 1664, a whole range of regional varieties and more than 10 non-beer brands. BALTIKA BREWERIES IN 2008 Leader on the Russian beer market with more than 38% market share Baltika is brand №1 in Europe in terms of sales Sales volume: 45.2 mln hl Revenue: RUB 92.5 bn EBIT: RUB 22.3 bn Operating margin: 24.1% More than 12,500 employees 4 BALTIKA BREWERIES COMPANY PHILOSOPHY Mission Values We are creating a high quality product which gives people Responsibility pleasure at their get-togethers, making their lives brighter and more interesting Cooperation Innovation Vision Striving for perfection We strive to be the benchmark for the brewing industry, the company setting the standards and a reference point for Winning behaviours brewing companies around the world For us, being the benchmark means being the leader in Our customers and consumers are at the heart of every three areas: decision we make Best brands: Together we are stronger We are each empowered to make a difference In each segment of the market, we occupy the leading position and we have strong brands which people select We are engaged with society not only on the basis of their tastes and possibilities but also thanks to their attitude towards our Company We want to win Best team: In our Company the most professional specialists in each field cooperate with one another effectively Best results: Our Company works with the highest and most steady profitability from operations among the biggest brewing companies in the world Objectives To raise our market share on the Russian beer market while keeping high profitability To take the Baltika brand to the leading positions in the world Strategy Building strong brands with focus on premium and in- novations Leadership in all price segments, regions and sales channels Search for additional sources of profitable growth by: geographic expansion development of closely related areas Raise the efficiency of business processes and opera- tional excellence Creation and continuous development of the best team of professionals ANNUAL REPORT 2008 5 MAIN EVENTS OF 2008 JANUARY 29.01 Baltika received the prize HR-Brand of the Year-2007 in the category ‘FMCG: Food and Bever- age Products.’ The award attests to the high level of trust in the Company as an employer among job applicants FEBRUARY 20.02 Baltika received the highest public award of the Russian Federation in the field of food production ‘For abundance and the prosperity of Russia’ in the category ‘For a special contribution to imple- mentation of the priority national project Development of the Agro-industrial Complex’ MARCH 13.03 Baltika Breweries JSC and Asahi Breweries Ltd (Japan) signed an agreement on the start of li- censed production of Asahi Super Dry at Baltika Breweries APRIL 09.04 Launch at the Baltika-Khabarovsk branch of a unique ecological project using biogas as fuel for combustion. The basic objective of the project is to cut expenditures on generation of thermal en- ergy and to reduce the impact on the environment 29.04 Baltika became a full member of Carlsberg Group. President of Baltika Breweries Anton Artemiev was appointed Senior Vice President, Eastern Europe, Carlsberg Breweries A/S MAY 07.05 The Company began production of a new premium brand, Baltika LITE, which joins the Baltika brand line-up. This is a light beer with lower alcohol content compared to classical lagers 15.05 A contract was signed in Baku between Baltika Breweries JSC and Brasseries Internationales Hold- ing (Eastern) Ltd (BIH Eastern) for the purchase of a brewery in Azerbaijan 23.05 A licensed agreement was signed in Tashkent under which Baltika granted Carlsberg Uzbekistan the right to produce and sell the varieties Baltika №3 Classic and Baltika №7 Export beer on the territory of the Republic of Uzbekistan 26.05 Baltika successfully completed its largest ever investment project, the construction of a brewery in Novosibirsk. The brewery has the latest generation equipment from the world’s best manufactur- ers and can bring to market world-class products. Production of a new regional brand, Sibirsky Bochonok, began at the Baltika-Novosibirsk brewery JUNE 01.06 The Company started production of the licensed beer Asahi Super Dry 05.06 Four beer varieties – Yarpivo Yantarnoye, Baltika №3 Classic, Baltika №9 Extra and Arsenalnoye Extra were awarded silver prizes at the Superior Taste Award competition in Brussels (Belgium) 18.06 Baltika’s large-scale project to double the production capacity of the Baltika-Voronezh brewery was completed.