1. INTRODUCTION OF TERME ČATEŽ COMPANY AND TERME ČATEŽ GROUP IDENTITY CARD OF THE COMPANY... 3

Transcription

1

2 CONTENTS 1. INTRODUCTION OF TERME ČATEŽ COMPANY AND TERME ČATEŽ GROUP IDENTITY CARD OF THE COMPANY TERME ČATEŽ GROUP HOLDING STRUCTURE IN THE COMPANY AND THE SHARE CORPORATION MANAGEMENT EVENTS AFTER THE ACCOUNTING DAY BUSINESS REPORT PROFIT & LOSS STATEMENT HUMAN RESOURCES INVESTMENT HIGHLIGHTS SEMI ANNUAL SALES AND MARKETING ACTIVITIES FINANCIAL STATEMENT REVIEW OF FINANCIAL STATEMENT OF TERME ČATEŽ COMPANY PROFIT & LOSS STATEMENT BALANCE SHEET OF TERME ČATEŽ COMPANY CAPITAL FLOW AND CASH-FLOW REVIEW OF FINANCIAL STATEMENT OF TERME ČATEŽ GROUP PROFIT & LOSS STATEMENT BALANCE SHEET CAPITAL FLOW AND CASH-FLOW STATEMENT RISK MANAGEMENT ENVIRONMENTAL CARE AND (LOCAL) COMMUNITY ACCESS TO THE RELEASED DATA

3 2

4 BASIC DATA ON TERME ČATEŽ COMPANY AND TERME ČATEŽ GROUP 1. INTRODUCTION OF TERME ČATEŽ COMPANY AND TERME ČATEŽ GROUP 1.1 IDENTITY CARD OF THE COMPANY Company name: Terme Čatež d.d. Activity: Company registration number: Tax number: Reg. number: Date of entry in the Companies Register: 23 Nov 1995 Company's share capital: 12,444, Number of shares issued: 497,022 Face value of a share: ordinary shares Shares listing: Ljubljana Stock Exchange, standard listing, share marking: TCRG Management Board: Bojan Petan Chairman of Supervisory Board: Robert Krajnik The company Terme Čatež is engaged in various activities: hotels & restaurants, Spa/health resort, trade, sports, recreation and other. Pursuant to the Act on Medicinal Substances and Spa Health Resorts (Official Gazette of the SRS, no. 36/1964), it was established that the thermal water, staff, equipment and premises comply with the requirements of the above specified Act, and Terme Čatež d.d. obtained the status, i.e. was registered as a "Spa health resort" in Written documents on the Spa originate from 1886 mentioning»hot thermal springs«.the first hotel was built in 1926 and has been in the course of years reconstructed to the existing Toplice Hotel. Today, Terme Čatež has got the controlling position in a Group of companies in Slovenia, Croatia and Bosnia and Herzegowina. Terme Čatež company is one of fifteen Slovenian Natural Spas and enjoy the leading position in Slovenian tourism. Terme Čatež share was the first one in the tourism branch listed (7 June 1993) on the Ljubljana Stock Exchange. MANAGEMENT AND SUPERVISORY COUNCIL Terme Čatež company is represented and managed by Mr. Sebastjan Selan. His successor has since 1 August, 2015 been Mr. Bojan Petan. The Supervisory Council of the company consists of nine Members; six members being the representatives of the capital are elected on the Annual Meeting of Shareholders, three are the representatives of the employees (pursuant to Slovene legislation) and are appointed by the Workers' Council. 3

5 Members to Supervisory Council of Terme Čatež company: - Mr. Robert Krajnik, Chairman - Mr. Mitja Grum, Member - Mrs. Ada de Costa Petan, Member - Mr. Samo Roš, Member - Mr. Vladimir Smolec, Member - Mrs. Vesna Uršič, Member - Mrs Andreja Gošek. Member (appointed by Workers Council) - Mr. Tomislav Kolarek, Member (appointed by Workers Council, since 16 August 2013) - Mr. Damjan Krulc, Member (appointed by Workers Council) 1.2 TERME ČATEŽ GROUP The Group consists of the parent (controlling) company and subsidiaries, with the parent company as holding company and the majority of voting. Parent company Terme Čatež operates on three locations: at Čatež on 45 hectares, on the right bank of the Sava river; at Mokrice (6 km from Čatež) on 60,000 sm and at Koper: Žusterna Aquapark Hotel, Koper Hotel. The affiliates to the parent company (Terme Čatež) in the Terme Čatež Group: Marina Portorož d.d., Cesta solinarjev 8, 6320 Portorož Del Naložbe d.d., Topliška cesta 35, 8250 Brežice M Kapital d.d., Cesta solinarjev 8, Portorož and M Naložbe d.d., Cesta solinarjev 8, Portorož. Terme Ilidža d.o.o., Ulica Mala aleja 40, Sarajevo Equity investments into subsidiaries Subsidiary and its headquarters Type of equity Share of Terme Čatež comp. (%) in equity of subsidiary MARINA PORTOROŽ, d.d., Portorož shares DEL NALOŽBE, d.d., Čatež ob Savi shares TERME ILIDŽA, d.o.o., Ilidža, Sarajevo holding M-KAPITAL, d.d. Porotorž shares M NALOŽBE, d.d., Portorož shares Table 1: Equity investment into subsidiaries as on 30 June

6 1.3 HOLDING STRUCTURE IN THE COMPANY AND THE SHARE Equity capital of Terme Čatež company amounts as on 30 June 2015 to 12,444 k and is divided into 497,022 ordinary shares of the same class; the shares being listed as TCRG-shares on the Ljubljana Stock Exchange SHAREHOLDER Numer of shares % in equity DZS, d.d. 227, KAPITALSKA DRUŽBA, D.D. 118, DELO PRODAJA, d.d. 45, TRIGLAV VZAJEMNI SKLADI 19, ZAVAROVALNICA TRIGLAV, d.d. 8, KRITNI SKLAD PRVEGA POKOJNINSKEGA SKLADA 7, DEL NALOŽBE, d.d. 6, ABANKA SKLADI EVROPA 5, ATTEMS JOHANNES 5,005 1,01 OSTALI 52, TOTAL 497, Table 2: Extract from the Shareholders' Register as on 30 June 2015 The company payed-out the dividend amounting to 1.00 EUR/per share. 1.4 CORPORATION MANAGEMENT 21 st ANNAUL GENERAL MEETING OF SHAREHOLDERS DATED 17 JUNE 2015 The resolutions from the meeting are released on the website of Ljubljana Stock Exchange (SEOnet) and on the website of Terme Čatež company: 93 MEETING OF SUPERVISORY COUNCIL DATED 10 MARCH 2015 The resolutions from the meeting are released on the website of Ljubljana Stock Exchange (SEOnet) and on the website of Terme Čatež company: 94th MEETING OF SUPERVISORY COUNCIL DATED 8 MAY 2015 The resolutions from the meeting are released on the website of Ljubljana Stock Exchange (SEOnet) and on the website of Terme Čatež company: EVENTS AFTER THE ACCOUNTING DAY 95th MEETING OF SUPERVISORY COUNCIL DATED 30 JULY 2015 The resolutions from the meeting are released on the website of Ljubljana Stock Exchange (SEOnet) and on the website of Terme Čatež company: 5

7 BUSINESS PART 2. BUSINESS REPORT 2.1 PROFIT & LOSS STATEMENT Terme Čatež company realized in the first six months of ,520 k in operating revenues; out of that, 1,625 k in operating profit, which is 88.6 % more than in the same period of last year. EBITDA (operating profit + depreciation) amounting to 3,889k (19.4 % growth) and 860 k in net profit. The substantial growth in comparison with last year is the result of drop in expenses. Concluding all that, the semi-annual performance of the company was extremely successful. Terme Čatež Group realized in the first six months of ,595 k in operating revenues; out of that, 1,989k in operating profit (10.5 % more than in the same period of 2014), EBITDA (operating profit + depreciation) amounting to 4,668k and 465k in net profit to the controlling holder, which again is essentially more than in the past year HUMAN RESOURCES As on 30 June 2014 Terme Čatež Group employed 507 employees. Namely: Terme Čatež company: 422 Marina Portorož company: 54 Terme Ilidža, Sarajevo: 26 Del Naložbe: INVESTMENT HIGHLIGHTS Football playground Sports tourism is getting quite popular and this was the reason for the construction of the football playground. Its construction follows the UEFA standards: high quality dewatering system, heating-up of the grassy ground in winter time and auto-controlled water-spraying system. 6

8 Adrenaline park is situated at the campsite, close to the lake and outlet. The first part of construction includes the sightseeing tower with climbing wall and high jump and the zip-line panorama lake tour (400 m). Preparation of new camping sites for luxury tents In the first half of 2015 the campsite was expanded by the additional 10 sites for the luxury tents, equipped with a kitchen and bathroom. Preparation and arrangement of the location for the mobile fun fair A positive feedback of the guests to the new summer attraction reflecting in the increased ticket sales revenues, food & beverage was the reason to set up the expanded mobile fun fair again in the season The realization was again entrusted to the foreign owners; Terme Čatež was engaged in the preparation of the surface and infrastructure only. Terme čatež company is entitled to the revenues from the ticket sales and food&beverage sales. 7

9 Other investments - Acquisition of two real estates at Mokrice. 2.4 SEMI ANNUAL SALES AND MARKETING ACTIVITIES 2014 Theme weekends The first three months of 2015 were featured by the animation weekends; the most prestigious was the Carnival-Valentine's Weekend, joining together music and mask fans. During the winter holidays we offered besides swimming also skiing in the neighbouring Croatia. Daily guests to Terme čatež were until the end of March pampered by special offer of sauna and swimming packages. Figure 5: Advertising Valentine's Day Co-operation with the locals The co-operation with the locals grew stronger at the and of the summer. Terme Čatež advertized the»brežice My Hometown«and a part of it was a free bus-lift from Terme Čatež to differents festival venues. Figure 6: Advertissing the bus-lift Sports tourism At the beginning of the year the brand name Terme Čatež appeared in various sports media in relation with the winter preparation training of the FC Crvena zvezda Belgrade (Serbia). The press conference was conducted at Marina Portorož. At the end of May the agreement on further co-operation was signed with the club. 8

10 The sports promotion was additionall busted by the contract with the Slovenian Basketball Federation and Terme Čatež became one of the partnersof the men's member team. Together with the Federation and an agent a promotion was conducted by offering the tickets for the European Championship 2015 and the accomodation at Terme Čatež. Terme Čatež was promoted in association with the Basketball Federation in the manner, that the accomodation of the basketball teams was advertized on TV and other media (team B already made a spot for Terme Čatež, team A however would be live at Terme Čatež before leaving for the Championship). The beginning of June at Terme Čatež was created a Basketball Fan Zone, which was during the summer intended for the animation programme, at the beginning of September the venue for the basketball fans. Sportsmen above all bikers friendly became Toplice Hotel. In co-operation with the Nordic Walking Festival special bikers packages were introduced on the press conference at Terme Čatež. The similar process (bikers friendly hotel) will undergo Aquapark Žusterna Hotel, a seaside location / subsidiary of Terme Čatež. Awards The first six months of 2015 were distinguished by profuse awards, the consequence of an intense marketing activity. The beginning of the year brought us the award in Wellnes category - the voting In Your Pocket website brought us the second place in The Best Thermal Spa category in Slovenia. ADAC and ANWB (German and Dutch automobile clubs) awarded the Terme Čatež campsite the first in Slovenia in

11 3. FINANCIAL STATEMENT 10

12 (orig.: please, see the signed page above) Introductory notes to the preparation of profit & loss statement The financial part of the Annual Report consists of two parts. Part I consists of the consolidated financial statement with annotations of Terme Čatež company, Part II of the financial statement of Terme Čatež Group. Both reports are compiled in accordance with the International Financial Reporting Standards (IFRS) as endorsed by the European Union. The Liability Statement of Management Board includes the liability for global statements as of Terme Čatež Group as of Terme Čatež company and is given below. Liability statement of Management Board The Management Board confirms hereby the semi-annual profit & loss account, balance sheetcash-flow statement and capital-flow statement of Terme Čatež company (the period ending on 30 June 2013). The Management Board confirms hereby, that the financial statements were strictly conducted in accordance with the accounting standards and that they in all aspects demonstrate a fair situation of the semi-annual financial conditions and performance of the company. The Management Board confirms hereby, that the financial statements were conducted in accordance with the adopted legislation and the International Financial Reporting Standards (IFRS) endorsed by the Europen Union. 31 August 2015 Terme Čatež d.d. Bojan Petan, GM Liability statement of Management Board The Management Board confirms hereby the consolidated semi-annual profit & loss account, balance sheetcash-flow statement and capital-flow statement of Terme Čatež Group (the period ending on 30 June 2013). The Management Board confirms hereby, that the financial statements were strictly conducted in accordance with the accounting standards and that they in all aspects demonstrate a fair situation of the semi-annual financial conditions and performance of the Group. The Management Board confirms hereby, that the financial statements were conducted in accordance with the adopted legislation and the International Financial Reporting Standards (IFRS) endorsed by the Europen Union. 31 August 2015 Terme Čatež d.d. Bojan Petan, GM 11

13 3.1 REVIEW OF FINANCIAL STATEMENT OF TERME ČATEŽ COMPANY Non-audited non-consolidated financial statement of Terme Čatež company pursuant to International Financial Reporting Standards (IFRS) SEMI-ANNUAL PROFIT & LOSS STATEMENT OF TERME ČATEŽ COMPANY SEMI-ANNUAL PROFIT & LOSS STATEMENT (in EUR) 1 Jan to 30 June 15 1 Jan to 30 June 14 Net sales revenues 13,070,564 13,981,701 Change in value of stock and unfinished production - - Materialized own products and service - - Other operating revenues (with revaluating operating revenues) 278, ,711 Costs of goods, material and service (5,574,167 (6,728,972) Labour costs (3,845,123) (4,319,357) Walue write-offs (2,269,192) (2,422,989) Other operating expenses (35,411) ( 36,275) Profit / loss from business activity 1,625,480 86,819 Financial revenues from holdings 75,340-51,231 Financial revenues from loans 740, ,597 Financial revenues from accounts payable 1,625 13,287 Financial expenses from financial investments - - Financial expenses from financial liabilities (1,399,789) (1,631,928) Financial expenses from operating liabilities (31,167) (32,332) Profit / loss from financing activity (760,313) 871,145 Other revenues 170, ,908 Other expenses - - Corporation tax (176,143) -23,559 Deferred tax Net profit / loss for the accounting period 859, ,023 Net profit / loss per share Corrected net profit / loss per share

14 Balance sheet of Terme Čatež company as on 30 June 2015 BALANCE SHEET AS ON 30 JUNE 2015 (in EUR) 30 June Dec 2014 ASSETS Long-term assets Intangible assets and long-term Deferred expenses and accrued income 21,580 36,944 Tangible fixed assets 85,166,349 86,896,548 Investment property 1,676,893 1,743,075 Long-term financial investments 45,748,115 44,911,255 Long-term operating receivables 0 0 Deferred tax liability 202, ,933 Short-term assets 132,815, ,790,755 Assets (groups for disposal) 0 0 Inventory 556, ,050 Short-term financial investments 9,931,374 9,931,374 Short-term operating receivables 3,969,614 3,326,410 Pecuniary 7,373, ,461 21, 831,016 14,241,294 Short-term deferred expenses and accrued income 1,490, ,222 ASSETS TOTAL 156,137, ,874,271 Ex-balance assets 12,029,632 12,029,632 13

15 BALANCE SHEET AS ON 30 JUNE CONTINUED (in EUR) 30 June Dec 2014 LIABILITIES Equity Called-up capital 12,444,216 12,444,216 Capital reserves 29,842,696 29,842,696 Reserves from profit 2,524,839 2,524,839 Revaluation surplus 10,736,590 10,736,590 Net profit brought forward 10,167,857 9,935,907 Net profit / loss for the period 859, ,318 66,576,189 66,261,566 Provisions and long-term accrued expenses and deferred income 6,262,026 6,278,934 Long-term liabilities Long-term financial liabilities 24,476,379 24,476,379 Long-term operating liabilities 0 0 Deferred tax liability 2,360,992 2,360,992 Short-term liabilities 26,837,371 26,837,371 Liabilities in groups for disposal 0 0 Short-term financial liabilities 42,206,743 43,226,431 Short-term operating liabilities 13,603,888 6,250,907 55,810,630 49,477,338 Short-terme accrued expenses and deferred income 651,415 19,062 LIABILITIES TOTAL 156,137, ,874,271 Ex-balance liabilities 12,029,632 12,029,632 14

16 Semi-annual cash flow of Terme Čatež company SEMI-ANNUAL CASH FLOW FOR THE PERIOD ENDING 30 JUNE 2015 (in EUR) 1 Jan-30June 14 1 Jan - 30 June 15 Cash flow from operating activity Receivables from operating activity Receivables from sales of products and service 14,272,974 12,452,552 Other receivables from operating activity 315, ,092 Disbursements from operating activity Disbursements for purchase of raw material and service (6,409,090) (5,328,493) Disbursements for pay-roll and share of employees in profit (4,286,631) (3,916,146) Disbursements for duties of all kind (633,600) (539,121) Other disbursements from operating activity (220,456) (2,191,314) Surplus of receivables / disbursements from operating activity 3,039, ,570 Cash flow from investment activity Receivables from investment activity Receivables from interests and holdings in profit of others referring to investment Activity 4,559 1,393 Receivables from disposal of intangible assets - - Receivables from disposal of tangible assets - - Receivables from disposal of investment property - 321,000 Receivables from disposal of long-term financial investments - 9,000,100 Receivables from disposal of short-term financial investments Disbursements from investment activity Disbursements for acquisition of intangible assets - Disbursements for acquisition of tangible assets (108,645) (290,627) Disbursements for acquisition of investment property - - Disbursements for acquisition of long-term financial investments - (96,000) Disbursements for acquisition of short-term financial investments - Surplus of receivables / disbursements from financing activity (104,086) 8,935,866 15

17 SEMI-ANNUAL CASH FLOW FOR THE PERIOD ENDIG 30 JUNE CONTINUED (in EUR) 1 Jan 30 June 15 1 Jan-30 June 14 Cash flow from financing activity Receivables from financing activity Receivables from deposited capital - - Receivables from increase in long-term financial liabilities - - Receivables from increase in short-term financial liabilities - - Disbursements from financing activity Disbursements for loans related to financing activity (1,270,902) (1,137,542) Disbursements for capital deposits - - Disbursements for reimbursements of long-term financial liabilities(496,026) - (1,059,997) Disbursements for reimbursements of short-term financial liab. (527,525) (1,155,104) Disbursem. for reimb. of dividend pay-out and other shares in prof.(434,659) (30) Surplus of receivables / disbursements from financing activity (2,729,111) (3,352,673) Final balance of cash 7,373,786 1,375,263 Cash flow for the period 6,900,325 (417,757) Opening balance of cash 473,461 1,793,020 Semi-annual capital flow statement of Terme Čatež company SEMI-ANNUAL CAPITAL FLOW FOR THE PERIOD ENDING ON 30 JUNIE 2014 Called-up Reserves for Reserves Revaluat. Net profit Net profit / Net profit Net profit / Equity capital Capital Legal Own holding from surplus brought Loss brought for the for the year (in EUR) TOTAL reserves reserves And treas.s. Profit-TOT forward forward year Total Balance as on 31 Dec ,444,216 12,444,216 29,842,696 1,689, ,877 2,524,839 10,736,590 9,935,907 9,960, , ,318 66,261,566 Opening balance as on 1 January ,444,216 12,444,216 29,842,696 1,689, ,877 2,524,839 10,736,590 9,390,540 9,390, , ,318 65,716,199 Changes in holding capital transactions with shareholders Total return on equity for the accounting period Entry of net profit / loss for the accounting period , , , , , ,991 Capital in- and outflows Rearrangement of the rest of net profit of the compared reporting Period on to other equity components , ,318 (777,318) (777,318) , ,318 (777,318) 777,318) 0 Final balance as on 30 June ,444,216 12,444,216 29,842,696 1,689, ,877 2,524,839 10,736,590 10,167,858 10,167, , ,991 66,576,189 16

18 Reporting after sections of Terme Čatež company A section is a distinguished part of a company dealing with products or service (area section) or products and serivce in a special economic environment (regional setion) subject to risk and profit deifferent from those in other sections. Terme Čatež company generates all revenues within the country, therefore there is no need for such reporting. The main occupation of the company is tourist service; subject ot sectional reporting being only the health and other serivces. Semi annual report on sections (in EUR) Health Care Other Total Profit / Loss statement Receivables from operating activity 915,220 12,434,153 13,349,373 Receivables between sections Disbursements from operating activity (695,969) (11,027,924) (11,723,893) Disbursements between sections Gross profit / loss of the section - - 1,625,480 Non allocated costs - Gross profit / loss from the sales 1,625,480 Net financial receivables / (disbursements) (760,313) Net other receivables / (disbursements) 170,966 Corporation tax (176,143) Net profit / loss for the period 859,990 (in EUR) Health Care Other Total Balance sheet Assets through sections 2, ,204,630 86,864,822 Non allocated assets 69,272,809 Assets Total 156,137,631 Liabilities through sections Non allocated liabilities 156,137,631 Liabilities Total 156,137,631 Takeovers and disposals of assets (in EUR) 1Jan. 30 June15 1Jan 30 June14 Disposals Receivables from disposal of intangible assets - - Prejemki od odtujitve opredmetenih osnovnih sredstev - - Prejemki od odtujitve naložbenih nepremičnin 321,000 - Takeovers Izdatki za pridobitev neopredmetenih sredstev - - Izdatki za pridobitev opredmetenih osnovnih sredstev (290,627) (108,645) Izdatki za pridobitev naložbenih nepremičnin

19 PROFIT & LOSS STATEMENT Terme Čatež company realized in the first six months of 2015 as follows: EUR 13,520 k in revenues; EUR 860 k in net profit. STRUCTURE OF REVENUES LEGEND: BLUE: REVENUES FROM THE OPERATION ACTIVITY CRIMSON: FINANCIAL REVENUES LIME: OTHER REVENUES Figure 7: Semi-annual structure of revenues of Terme Čatež company Sales revenues are the core revenues of the company's operation. In the first six months of 2015 the net sales revenues represented 91.2 % of all revenues the company made. STRUCTURE OF EXPENSES 18

20 LEGEND: BLUE: COSTS OF GOODS, MATERIAL AND SERVICE CRIMSON: LABOUR COSTS LIME: VALUE WRITE-OFFS LILAC: OTHER EXPENSES CELESTE: FINANCIAL EXPENSES Figure 8: Semi-annual structure of expenses of Terme Čatež company Costs of goods, material and service represent the highest portion in the structure of expenses - namely 41.9 %. Labour costs also contributed a great deal of expenses - namely 28.9 %. Depreciation made to 17.1 %, financial and other expenses totaled 11.9 % BALANCE SHEET OF TERME ČATEŽ COMPANY The value of assets of Terme Čatež as on 30 June 2015 amounted to 156,138 k. The bulk was long-term assets, namely 85.1 %, while short-term assets accounted for 14.9 %. STRUCTURE OF ASSESTS LEGEND: BLUE: LONG-TERM ASSETS CRIMSON: SHORT-TERM ASSETS LIME: SHORT-TERM DEFERRED EXPENSES AND ACCRUED INCOME Figure 9: Structure of assets of Terme Čatež company as on 30 June 2015 The equity : liabilities ratio was 43 vs 57 in the first six months of The liabilities include provisions, the share of which in the structure is 4.0 % and deferred tax liabilities amounting to 1.5 % in the structure of liabilities.the value of assets however increased by 4.9 % compared with CAPITAL FLOW AND CASH-FLOW Cash-flow statement shows the in- and outflows of financial assets in separate areas like operation, financing and investments. Capital in- and outflows are evident from the capital flow statement. The amount of capital is increased by the realized net profit of the company. 19

21 3. 2 REVIEW OF FINANCIAL STATEMENT OF TERME ČATEŽ GROUP Non-audited consolidated financial statement of Terme Čatež Group pursuant to International Financial Reporting Standards (IFRS) SEMI-ANNUAL (2015) CONSOLIDATED PROFIT & LOSS STATEMENT OF TERME ČATEŽ GROUP SEMI-ANNUAL (2015) PROFIT & LOSS STATEMENT (in EUR) 1 Jan to 30 June 15 1 Jan to 30 June 14 Net sales revenues 16,095,323 17,257,434 Change in value of inventory products and unfinished production - - Materialized own products and service - - Other operating revenues (revaluating operating revenues incl.) 328, ,417 Costs of goods, material and service (6,775,654) (7,731,429) Labour costs (4,618,190) (5,134,107) Value write-offs (2,744,323) (2,901,590) Other operating revenues (296,237) (278,673) Profit / loss from operating activity 1,989,490 1,800,051 Financial revenues from holdings 89,258 71,193 Financial revenues from loans 92,512 90,773 Financial revenues from accounts payable 3,882 22,131 Financial expenses from financial investments - - Financial expenses from financial liabilities (1,676,482) (1,761,992) Financial expenses from operating liabilities (7,704) (32,980) Profit / loss from financing activity (1,498,534) (1,610,875) Other revenues 170, ,934 Other expenses ( - - Corporation tax (297,329) (240,515) Deferred tax (4,347) (3,835) Net profit / loss for the accounting period (360,246) 104,760 Net profit / loss to the controlling holder (464,531) 199,159 Net profit / loss to minor shareholders (104,285) (94,399) Net profit / loss per share to controlling holder (0.95) 0.41 Corrected net profit / loss per share to controlling holder (0.95)

22 Consolidated balance sheet of Terme Čatež Group as on 30 June 2015 BALANCE SHEET AS ON 30 JUNE 2014 (in EUR) 30 June Dec 2014 ASSETS Long-term assets Intangible assets and long-term Deferred expenses and accrued income 2,185,748 2,199,863 Tangible assets 164,098, ,154,184 Investment property 3,644,157 4,883,915 Non-current financial investments 4,542,921 4,421,585 Non-current operating accounts payable 13,971 15,698 Deferred tax liability 771, , ,256, ,471,696 Short-term assets Assets (groups for disposal) - - Inventory 773, ,396 Short-term financial investments 34,681,177 34,826,178 Short-term operating receivables 5,189,331 4,095,967 Pecuniary 7,704, ,673 48,347,937 40,387,214 Short-term deferred expenses and accrued income 1,654, ,057 ASSETS TOTAL 225,258, ,708,966 Ex-balance assets 29,905,050 31,219,103 21

23 BALANCE SHEET AS ON 30 JUNE CONTINUED (in EUR) 30 June Dec 2014 LIABILITIES Equity Called-up capital 12,444,216 12,444,216 Capital reserves 29,842,696 29,842,696 Reserves from profit 3,830,347 3,830,347 Revaluation surplus 57,948,840 57,848,131 Net profit / loss brought forward 20,285,272 20,522,837 Net profit / loss for the year 464,531) 314,772 Translated correction of capital - Capital of minor shareholders (715,248) (610,964) 124,579, ,192,035 Provisions and long-term accrued expenses and deferred income 6,529,162 6,552,192 Long-term liabilities Non current financial liabilities 21,306,611 19,048,611 Non current operating liabilities - - Deferred tax liability 12,612,389 12,612,388 33,919,000 31,660,999 Short-term liabilities Liabilities in groups for disposal - - Short-term financial liabilities 44,844,169 49,346,028 Short-term operating liabilities 13,975,562 6,821,625 58,819,731 56,167,654 Short-term accrued expenses and deferred income 1,890,433 1,136,088 LIABILITIES TOTAL 225,258, ,708,966 Ex-balance liabilities 29,905,050 31,219,103 22

24 Semi-annual consolidated cash-flow statement of Terme Čatež Group CASH FLOW STATEMENT FOR THE PERIOD ENDING 30 JUNE 2015 (in EUR) 1 Jan - 30 June14 1 Jan - 30 June 15 Cash flow from operating activity Receivables from operating activity Receivables from sales of products and service 15,666,043 Other receivables from operating activity 702, ,284 Disbursements from operating activity Disbursements for purchase of material and service (7,370,660) (6,330,336) Disbursements for pay-roll and share of employees in profit (5,159,924) (4,797,291) Disbursements for duties of all kind (1,663,868) (1,508,105) Other disbursements from operation activity (306,493) (2,278,566) Surplus of receivables / disbursements from operating activity 4,251,440 1,065,029 Cash-flow from investment activity Receivables from investment activity Receivables from interests and shares in profit of others referring to Investment activity 26,152 71,675 Receivables from disposal of intangible assets - - Receivables from disposal of tangible assets 190, ,618 Receivables from disposal of investment property - 321,000 Receivables from disposal of long-term financial investments - 9,096,100 Receivables from disposal of short-term financial investments 160, ,001 Disbursements from investment activity Disbursements for acquisition of intangible assets (768) - 1,069 Disbursements for acquisition of tangible assets (303,531) (425,697) Disbursements for acquisition of investment property - (106,000) Disbursements for acquisition of long-term financial investments - - Disbursements for acquisition of short-term financial investments - - Surplus of receivables / disbursements from investment activity (71,970) 9,283,628 23

25 CASH FLOW STATEMENT FOR THE PERIOD ENDING 30 JUNE CONTINUED (in EUR) Cash flow from financing activity Receivables from financing activity Receivables from deposited capital - - Receivables from increase in long-term financial liabilities 215,415 - Receivables from increase in short-term financial liabilities 60,791 - Disbursements from financing activity Disbursements for interests related to financing activity (1,506,587) (1,349,706) Disbursements for capital deposits - - Disbursements for reimbursement of long-term financial liabilities (886,134) (1,664,238) Disbursements for reimbursement of short-term financial liabilities (856,025) (1,602,084) Disbursements for dividend pay-out and other shares in profit (434,659) (30) Surplus of receivables / disbursements from financing activity (3,407,132) (4,616,058) Final balance of cash 7,704,132 1,650,766 Cash flow for the period 6,941, ,649 Opening balance of cash 762,673 1,943,415 *All disbursements in the table above are demonstrated as negative items. Semi-annual consolidated capital flow of Terme Čatež Group CONSOLIDATED SEMI-ANNUAL CAPITAL FLOW AS ON 30 JUNE 2014 Called-up Reserves for Own holdings Reserves Revaluation Net profit Net loss Net profit / loss Net profit Net loss Net proft / Holding Capital Equity Non called-up capital Capital Legal treasury shar. and shares Statutary Other reserves from profit surplus brought brought brought for the year for the loss for the Capital of minor Equity (v EUR) capital TOTAL reserves reserves and holdings reserves from profit TOTAL forward forward forward year year Total shareholders Total Entry balance as on 31 December ,444,216-12,444,216 29,842,696 1,689, ,877 (834,877) - 2,140,385 3,830,347 57,729,868 20,805,261-20,805, , , ,849,929 (407,230) 124,442,699 Calculations for the past (abolitkion of errors) ,300-2, , ,300 Opening balance as on 1 January ,444,216-12,444,216 29,842,696 1,689, ,877 (834,877) - 2,140,385 3,830,347 57,729,868 20,807,561-20,807, , , ,852,229 (407,230) - 124,444,999 Changes in holding equity - transactions with holders - - Total return on equity for the accounting period Entry of net profit / loss for the reported period Changes in surplus from revaluation of financial investments , , ,159 (94,399) 104, , , , ,780 (94,399) 134, , ,621-29,621 Transfers from capital - - Allocation of a part of net profit of the reported period on other capital items, pursuant to the resolut. of MB and SC , ,541 (197,541) - (197,541) , ,541 (197,541) - (197,541) Closing balance as on 30 June ,444,216-12,444,216 29,842,696 1,689, ,877 (834,877) - 2,140,385 3,830,347 57,759,489 21,005,102-21,005, , ,159 (501,629) - 125,081, ,579,380 Annotations to consolidated financial statement of Terme Čatež Group Reporting company Terme Čatež company (hereinfater:»company«) is a company having its headquarters in the Republic of Slovenia, its adsress being Topliška cesta 35, 8251 Čatež ob Savi. The consolidated financial statement of Terme Čatež Group for the period ending on 30 June 2015 include the company and its affiliated companies (hereinafter:»group«). 24

26 Alignment statment The consolidated financial statements of the Group are compiled pursuant to the International Reporting Financial Standards (IFRS) as endorsed by the European Union. They were confirmed by the Management Board dated 26 August Important accounting regulations The accounting regulations implemented were the same as those in the Annual Report Reporting after sections A section is a costituent part of the Group handling with products or services (area sections) or products and services in a special economy (district section) and is subject to risks and profit, which differ from those in other sections. Terme Čatež Group makes 98 % in revenues in the Republic of Slovenia therefore it is not obligatory to have such an evidence. The main stream of operation is tourism as a whole, the separate accounting is conducted for hotels & restaurants, health Dept. and marines. The main occupation of the company is tourist service; subject ot sectional reporting being only the health and other serivces. Semi annual report on sections (in EUR) Health Care Marina Other Total Profit / Loss statement Receivables from operating activity 915,220 2,858,515 12,650,159 16,423,894 Receivables between sections Disbursements from operating activity (695,969) (2,077,757) (11,660,678) (14,434,404) Disbursements between sections Gross profit / loss of the section 219, , ,481 1,989,490 Non allocated costs - Gross profit / loss from the sales 1,989,490 Net financial recvivables / (disbursements) 1,498,534 Net other receivables / (disbursements) 170,966 Corporation tax (deferred tax) 297,329 (4,347) Net profit / loss for the period 360,246 (in EUR) Health Care Marina Other Total Balance sheet Assets through sections 2, ,204, ,533,434 Non allocated assets 8,725,546 Assets Total 225,258,980 Liabilities through sections Non allocated liabilities 225,258,980 Liabilities Total 225,258,980 25

27 Takeovers and disposals of assets (in EUR) 1Jan. 30 June15 1Jan 30 June14 Disposals Receivables from disposal of intangible assets - - Prejemki od odtujitve opredmetenih osnovnih sredstev 182, ,117 Prejemki od odtujitve naložbenih nepremičnin 321,000 - Takeovers Izdatki za pridobitev neopredmetenih sredstev (1,069) - (768) Izdatki za pridobitev opredmetenih osnovnih sredstev (425,697) (303,531) Izdatki za pridobitev naložbenih nepremičnin - - Associated companies Associated trading Naložba Accounts payable as on 30 June 15 Short-term prepaid expenses Loans granted Accounts payable as on operating 30 June 15 Loans acquired activity Revenues from Revenues from interests Material costs Other service costs Disbursem ents for interests Marina d.d., Portotož , ,086 5, ,905 11,302 M kapital d.d ,134,340 11,925, ,095 M naložbe d.d Terme Ilidža d.o.o., Ilidža 153, ,183, , Del naložbe d.d. 300, ,918 28, , , , Skupaj 454, ,361,637 1,196,103 12,517, , ,859 87,715 11, ,397 Table 3: Semi-annual associated operations 2015 Accounts Short-term Accounts Revenues Other Disbursem payable as on prepaid payable as on Operating from Material service ents for Investment 30 June 14 expenses Loans granted 30 June 14 Loans acquired revenues interests costs costs interests Marina d.d., Portotož 0 9, , ,086 7, ,261 11,426 M kapital d.d ,749 11,925, ,616 M naložbe d.d Terme Ilidža d.o.o., Ilidža 91, ,788, , , Del naložbe d.d. 200, ,918 29, , ,160 4,460 86,443 28,037 0 Total 291,504 9,167 22,966, ,599 12,517, , ,597 86,443 97, ,042 Table 4: Semi-annual associated operations

28 3.2.1 PROFIT & LOSS STATEMENT Profit & loss statement of Terme Čatež group is a coherent unit of single statements of affiliated companies revealing the finacial status, the assets and profit / loss as if it were one single company. Upon the compilation of consolidated financial statement are the effects of all transactions between associated companies totaslly excluded. STRUCTURE OF REVENUES OF THE GROUP LEGEND: BLUE: OPERATING REVENUES CRIMSON: FINANCIAL REVENUES LIME: OTHER REVENUES Figure 10: Semi-annual structure of revenues of the Group Sales revenues are the core revenues of the Group; in the first six months of 2015 they generated 95.9 % of all the revenues of the Group. 27

29 STRUCTURE OF EXPENSES OF THE GROUP LEGEND: BLUE: COSTS OF GOODS, MATERIAL AND SERVICE CRIMSON: LABOUR COSTS LIME: VALUE WRITE-OFFS LILAC: OTHER EXPENSES CELESTE: FINANCIAL EXPENSES Figure 11: Review of the structure of expenses of the Group in the first six months of 2015 Costs of goods, material and service represent the highest portion in the structure of expenses - namely 42.0%. Labour costs also contributed a great deal of expenses - namely 28.8 %. Depreciation made to 17.0%, financial expenses totaled to 10.5 %.. 28

30 3.2.2 BALANCE SHEET Upon the preparation of financial statement of Terme Čatež Group a single company method has been implemented, according to which all the assets and liabilities of the controlling company and subisidiaries belong to the Group, the minor holdings however are demonstrated as part of holding equity of the Group. Net profit / loss of the year is divided to net profit / loss to the controlling holder and net profit / loss to minor shareholders. STRUCTURE OF THE GROUP'S ASSETS Figure 12: Structure of the Group's assets as on 30 June 2015 LEGEND: BLUE: LONG-TERM ASSETS CRIMSON: SHORT-TERM ASSESTS LIME: SHORT-TERM DEFERRED EXPENSES AND ACCRUED INCOME The value of assets of Terme Čatež Group as on 30 June 2015 amounted to 225,259 k. The bulk was longterm assets, namely 77.8 %, while short-term assets accounted for 21.5 %. 29

31 STRUCTURE OF LIABILITIES OF THE GROUP LEGEND: BLUE: EQUITY CRIMSON: PROVISIONS AND LONG-TERM ACCRUED EXPENSES AND DEFERRED INCOME LIME: LONG-TERM LIABILITIES LILAC: SHORT-TERM LIABILITIES CELESTE: SHORT-TERM ACCRUED EXPENSES AND DEFERRED INCOME Figure 13: Structure of liabilities of Terme Čatež Group as on 30 June

32 3.2.3 CAPITAL FLOW AND CASH-FLOW STATEMENT Cash flow statement represents movements (inflows and outflows) of cash in individual areas such as operation, financing and investing. It was compiled by the direct method pursuant to the directions of IFRS 7. It provides the annotations on in- and out-flows of cash and cash equivalents and includes the cash-flow in operation activity, investment and financing activity. Capital restructuring and capital increase/decrease are presented in the capital flow statement. According to the final balance as on end of June 2015 the value of equity of the group amounted to 124,101 k RISK MANAGEMENT Business performance on the locations in the country as well as beyond the boarders requires from the management a certain recognition of risks related thereto and an immediate response to prevent negative consequences for the operation of the whole Group. Terme Čatež company recognized the risks to which the company can be exposed and noticed the crucial ones, which have constantly been monitored due to bigger exposure to their certainty of realization. At the same time certain actions were undertaken to prevent the appearance of risks and in the case that would happen to reduce their bad consequences. It is important to know, that the company is insured against internal risks, against external ones the company tries to alleviate bad effects. OPERATION RISKS Crucial risks: - customers service - purchase of raw material and goods (stock optimizing) - purchase policy and price optimization of incoming goods - pricing policy and competitiveness - management and human resources policy - consideration of legislation and legal policy - maintenance of amenities and equipment - investment into new amenities and facilities - information technology and data security - controlling - risks of property loss and insurance - risks related to possible terrorist attacks - epidemic and pandemic diseases - radiation. The company has introduced consistent methods of implementing, following and controlling of all business events, which can lead to changes of material status and economy threads; besides, the operation of the company is such, that enables a regular and consistent planning, business operation and synergy control. 31

33 FINANCIAL RISKS The exposure to financial risks means the possibility of changes in fair value of risk exposed items (impairment of assets or increase of debt), which have a direct impact on the company's profit and cash flow. The risks like currency risk, interest rate risk with the calculation of exposure related to indebtedness and credit risk are moderate to high. Short-term payment risk (liquidity) Liquidity was provided by planning of cash flows at the daily, monthly and annual level. A lot of our attention was paid to daily co-ordinations with the creditor banks. The company co-operates with more banks, but due to the adverse economic situation in the country the acquirement of additional financing sources has been rather difficult. This particular risk has been estimated to be moderate to high. Long-term solvency risk As regards the long-term solvency risk, it is estimated that it is present, however it is low because of the adequate capital structure and the quality and marketability of the Group's assets. The equity capital represents 49 % of all liabilities. Therefore, we estimate, that such a risk is held moderate. Inflation risk The exposure of the company to inflation risk is kept modest. Outgoing prices are modified by inflation, except in the cases, where this is not possible due to competition. In such cases internal reserves are released. OTHER RISKS The objective risks (force majeur) like war and political events do not as a rule affect the operation of a company, except in case of terrorist attacks in close vicinity. Our estimations show that there exists no such danger close to the headquarters of the company (the exception being the subsidiary in Bosnia). Certain risks represent epidemic and/or pandemic outbreaks (viruses and bacteria augmentation in water). Other unforeseen events, which could affect the tourist flows, include an outbreak of bird flu pandemic. The close vicinity of the nuclear power plant at Krško is among the possible risks included, like single terrorist actions or organized terrorist groups. All risks mentioned in this paragraph are not insured. The risk of flood due to the overflow of Sava river has been present though, above all in the case of longer rain periods. 3.4 ENVIRONMENTAL CARE AND (LOCAL) COMMUNITY The operation of our company is based on controlled handling with water and energy, waste treatment, environment and all natural resourses and a part of permanent education of the employees covers these areas. The company has also solved the problem of waste water treatment. We respect the environment, we treat it with care, for we know how important it is for our health. The rational use of energy- and environment friendly sources is under constant control. According to the adopted legislation referring to waste and waste water, noise, packaging, energy sources, chemicals, construction of buildings, safety precautions, and pursuant ot the inspection audits, we are proud to say that the operation of Terme Čatež company is well within the adopted standards. The company acts as sponsor or donates to diverse local and/or state entities, thus encouraging their cultural, sports, education, humanitary activities.. 32

34 4. ACCESS TO THE RELEASED DATA Crucial changes in the data of prospectus for the stock exchange listings are being currently released on the company s website. The released semi-annual report of Terme Čatež company and Terme Čatež Group shall be available to the public from the moment it has been published on the website of the Ljubljana Stock Exchange SEOnet (i.e. 31 August 2015), at the company s headquarters at Topliška cesta 35, 8251 Čatež ob Savi, each working day from 9 a.m. to 2 p.m., and/or on the company s website: under: >About the company< >Press room< >Press releases< At Čatež, August 2015 Terme Čatež d.d. Bojan Petan, General Manager (origin..signed; please, see: 33