I I I I I I I I REPUBLICAN UNITARY ENTERPRISE "MINSKAVTODOR-CENTER" I Financial Statements for the year ended 31 December 2016 I I I I I I I I I I Contents I Independent Auditors' Report 3 Balance Sheet 6 Income Statement 8 Statement of Changes in Equity 10 Statement of Cash Flows 13 Notes to the Financial Statements 15 I KPMG, Limited liability company Telephone +375 17 372 72 57 57 Dziar2ynskaha avenue Fax +375 17 372 72 58 premises 53, office 53-2 Internet wwwkpmg by 220089 Minsk Belarus Independent auditors' report on financial statements of RUE "Minskavtodor-Center" for the year 2016 To Shareholder, General Director Mr. N.N. Matsuyk, Chief Accountant Mr. A.V. Labkovich RUE "Minskavtodor-Center" 37 Kalvariiskaya str. Minsk, 220073, Republic of Belarus Certificate of state registration is issued under ruling of Minsk City Executive Committee on 14 July 2005 Registration number M2600921909 Out ref: 2306-03 We have audited the accompanying financial statements of RUE (Minskavtodor-Center> (hereinafter - the Company), which comprise the balance sheet as at 31 December 2016, the income statement, statement of changes in equity, cash flow statement for the year ended 31 December 2016, and notes to the financial statements. Management's responsibility for the financial statements Management of the Company is responsible for the preparation and fair presentation of these financial statements in accordance with the requirements of legislation of the Republic of Belarus, and for such internal controls as management determines are necessary to enable the preparation of financial statementA that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the requirements of Law of the Republic of Belarus # 56-3 of 12 July 2013 > and Republican regulations on auditing. Those requirements and regulations require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance whether the financial statements are free from material misstatement. KPMG. a Limited liabity company aid a member f rm of tne Registered in Belarus 191434140 KPMG network of independent member f rms aff ated wth Registered office 57 Dziarlynskaha av KPMG International tooperative kCKPMG Internat anals), a premises 53, office 53-2 Swiss entity 220089 Minsk Betarus An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of the financial statements of the Company in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the CQmpany's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management of the Company, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion We did not observe the counting of inventories stated at denominated BYN 19 524 thousand as at 31 December 2016, because we were engaged as auditors of the Company only after that date. We were unable to satisfy ourselves as to those inventory quantities by alternative means. As a result, we were unable to determine whether adjustments might have been found necessary in respect of inventories as at 31 December 2016, and the corresponding elements making up the income statement, statement of changes in equity and statement of cash flows for the year then ended. As at 31 December 2016 the Company has not maintained adequate accounting records regarding illiquid inventories in the part of the cost of work in progress recognized in previous periods in accounting records of separate subdivisions of the Company (road operation offices). These costs will not be reimbursed in the coming years by means of targeted financing. As at 31 December 2016 the amount of illiquid inventories is denominated BYN 5 841 thousand, as at 31 December 2015 - denominated BYN 5 863 thousand. Our opinion on the financial statements as at and for the year ended 31 December 2015, dated 28 June 2016, was modified accordingly. Our opinion on the current year's financial statements is also modified. KPMG. a Limited liability cornpany and a member firm of the Registered in Belarus 191434140 KPMG network of ndependent member firms affiliated with Registered office. 57 Dziarlyinskaha ay KPMG International Cooperative (-KPMG Iniernationalr, a premises 53. office 53-2 Swiss enity 220089 Minsk Be arus Qualifted Opinion In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion, the financial statements present fairly, in all material respects, the financial position of RUE "Minskavtodor-Center" as at 31 December 2016, its financial performance and its cash flows for the year then ended in accordance with the legislation ohhe Republic of Belarus in respect of the preparation of the financial statements. Vasyl Pavlenko t a Deputy Audit D Alexey Ulazov Auditora 23 June 2017 Minsk, Republic of Belarus LLC "KPMG" Certificate of state registration is issued by Minsk Municipal Executive Committee under ruling of 10.02.2011, Registration number 191434140 This report is the English translation of the original Russian. In the event of discrepancies between the two reports, the Russian version prevails. KPMG, a Limited liabiLly company and a member firm of the Registered in Belarus 191434140 KPMG network of independent member firms affiliated with Registered office 57 Driarlyiskaha av KPMG International Cooperative t-KPMG International-1, a premises 53, office 53-2 Sw ss entity 220089 Minsk Belarus to the NlLtioAl ALcounting nod Reporing Standard "Individual Accounting Suainent" BALANCE SHEET As at 31 December 2016 Organisation RUE "Minskavtodor-Center" Taxpayer's Registration Number 190638747 Activity type Consolidated Organizational legal form Governing body Ministry of Transport and Communications Measurement unit BYN thsd Address 37 Kalvariiskaya str., Minsk Date of approvalJ ________ Date of submission Date of acceptance Assets As at 31 December 2016 215 code 2015 1 2 3 4 I. NON-CURRENT ASSETS Fixed assets 110 3394531 3 126 154 Intangible assets 120 149 43 Income-bearing investments into tangible assets 130 Including: investment property 131 finance lease items 132 other income-bearing investments into tangible assets 133 Investments into non-current assets 140 52 229 72 346 Long-term financial investments 150 Deferred tax assets 160 Non-current receivables 170 15 16 Other non-current assets 180 3016 3714 TOTAL for Section 1 190 3449940 3202273 II. CURRENT ASSETS Inventories 210 19524 23505 Including: materials 211 6 166 6224 domestic animals being grown and fed 212 work in progress 213 13356 17279 finished goods and goods for sale 214 2 2 shipped goods 215 other inventories 216 Non-current assets held for sale 220 Deferred expenses 230 257 132 Value-added tax on acquired goods, works, services 240 5 825 15 477 Short-term accounts receivable 250 42870 32041 Short-term financial investments 260 34 Cash and cash equivalents 270 177 623 Other current assets 280 2 182 1 591 TOTAL for Section II 290 70 835 73 403 BALANCE 300 3 520 775 3 275 676 6 Equity and liabilities As at 31 December 21016 As at 31 December CTpon 2015 __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ 2 3 4 III. EQUITY4 Share capital 410 31 647 31 647 Unpaid share capital 420 Treasury stock 430 Reserve capital 440 Ill 109 Additional paid-in capital 450 2960255 2916810 Retained earnings 460 1 704 1366 Net profit of the reporting period 470 1 Special-purpose financing 480 72379 57863 TOTAL ror Section III 490 3066096 3007795 IV. LONG-TERM LIABILITIES Long-term loans and borrowings 510 Long-term liabilities on lease payments 520 Deferred tax liabilities 530 Deferred income 540 433 955 253 083 Reserve for future expenses 550 618 Other long-term liabilities 560 TOTAL for Section IV 590 434573 253 083 V. SHORT-TERM LIABILITIES Short-term loans and borrowings 610 2003 1400 Short-term part of long-term liabilities 620 Short-term accounts payable 630 18098 13398 Including: to suppliers, contractors and executors 631 14 422 10 133 received advances 632 24 93 taxes and duties 633 987 1 111 social security payable 634 616 460 salary accruals 635 I 707 1 284 lease payments 636 24 to owners (founders, participants) 637 20 -to other creditors 638 318 297 Liabilities held for sale 640 Deferred income 650 5 Reserve for future expenses 660 Other short-term liabilities 670 TOTAL for Section V 690 20 106 14798 BALANCE 700 5 520 775 3275676 Director N.N. Matvuk (name) Chief Accountant A.V.Labkovich s r (name) 7 Suppleimeni 2 to tic Nationnil Accouniing and Reponing Standhil "Individual Accouling INCOME STATEMENT For January-December 2016 Organisation RUE "Minskavtodor-Center" Taxpayer's Registration Number 190638747 Activity type Consolidated Organizational legal form Goveming body Ministry of Transport and Communications Measurement unit BYN thsd Address 37 Kalvariiskaya str.. Minsk Item Item As at 31 December 2016 As at 31 December 2015 code 1 2 3 4 Revenue from sales of goods, products, works, services 010 53781 47519 Cost of sales 020 (47 125) (40 818) Gross profit 030 6656 6701 Administrative expenses 040 (4 154) (4 524) Selling expenses 050 Profit (loss) from sales of goods, products, works, services 060 2 502 2 177 Other operating income 070 49 983 2 833 Other operating expenses 080 (51 050) (3 887) Operating profit (loss) 090 1 435 1 123 Investment income 100 8013 354 Including, income from disposal of fixed assets, intangible assets and other non current assets 101 121 12 income from participation in other organisations 102 interest receivable 103 2 1 other investment income 104 7890 341 Investment expenses 110 (7271) (30) Including; expenses from disposal of fixed assets, intangible assets and other non-current assets Ill (82) (28) other investment expenses 112 (7 1 89) (2) Financing income 120 19 Including. exchange differences from translation of assets and liabilities 121 19 other financing income 122 Financing expenses 130 (1 284) (116) Including: interest payable 131 (233) (19) exchange differences from translation of assets and liabilities 132 (926) other financing expenses 133 (125) (97) Profit (loss) from investment and financing activity 140 (523) 208 Itecm Item Code A%S at 31 December 20 A5 Profit (loss) before taxation 3 Income tax 150 912 1 331 160 48747 Chunge in deferred tax assets 477 Change in deferred lax liabilities - 180 Other taxes, duties from profit (income)19 Other payments fmm proit (income) - Net profit (loss) (:L 150 - 160n 4- 170 ± 180 - 190 - 200 200 250 126 (lossy.- por 220 99506 Result from other operations not included in net profit (loss) 230 i Comprehensive profit (loss) ( 210 220 * 230) 240 400 Including comprehensive income from the revaluation of auo-roads 241I.10 3 96832 -Basic earn ings (loss) per share Diluted camigs (Voss),pe 250 Director (Pname) Chief Accountant A.V.Labkovich (name9 I Supplement 3 Wo dwe National Accounting and Rcporling Slandani "Individual Accounting Slatenent" STATEMENT of Changes in equity For January-December 2016 Organisation RUE "Minskavtodor-Center" Taxpayers Registration Number 190638747 Activity type ' Consolidated Organizational legal form Governing body Ministry of Transport and Communications Measurement unit BYN thsd Address 37 Kalvariiskaya str., Minsk Unpaid Treasury seain e t tem Item Share share stock Reserve Additional earnings Net profit Total code capital capital capital paid-in capital (Accumul (loss) ated losses) 1 2 3 4 5 6 7 8 9 10 Balance as at 31.12.2014 010 30000 - - 106 2806016 908 - 2837030 Adjustment due to change in as~~ino1 sx~020 - - ----- accounting policy Adjustment due to errors correction 030 - - - 53 - - 53 Restated balance as at 31.12.2014 040 30000 - - 106 2806016 855 - 2836977 January-December 2015 750 305 247 Increase in equity - total Including: net profit 051 - 744 - 744 revaluation of non-current assets 052 - - - - 2 674 - - 2 674 income from other operations not included in net profit (loss) 053 - issue of additional shares 054 - increase of share premium 055 - - - - 1 - - contributions from owner (founders, participants) 056 1 647 - - - - - - 1 647 reorganisation 057 - - other 058 - - - - 203 344 6 - 203 350 including social security 059 - 96832 - - 96832 payments05 - -- - 9682-- 683 Decrease in equity - total 060 - - - 2 191 753 437 - 192 192 Including: loss 061 - revaluation of non-current assets 062 - expenses from other operations 063 not included in net profit (loss) decrease of share premium 064 - 10 . Retained Unpmid Treasury Rtie Item Item Share Unaid sury Reserve Additional earnings Net profit Total code capital capital paid-in capital (Accumul (loss) ated losses) 1 2 3 4 5 6 7 8 9 10 repurchase of shares (interest in share capital) 0 dividends and other income from participation in share capital of 066 - organisation *. I reorganisation 067 - - - - other 068 - - - 2 191 753 437 - 192 192 including social security 069 - - - - payments Change in share capital 070 - - Change in reserve capital 080 - - - 5 - - 5 Change in additional paid-in capital 090 - - - - - 303 303 - - Balance as at 31 December 2015 100 31 647 - - 109 2916810 1466 - 2950032 Balance as at 31.12.2015 110 31 647 - - 109 2916810 1466 - 2950032 Adjustment due to change in accounting policy Adjustment due to errors correction 130 - - - 100 - - too Restated balance as at 31.12.2015 140 31647 - - 109 2916810 1 366 - 2949932 January-December 2016 Increase 1 150251 409 150661 in equity - total Including: net profit 151 -* 400 - 400 revaluation of non-current assets 152 - - income from other operations not included in net profit (loss) issue of additional shares 154 * increase of share premium 155 - contributions from owner 156 (founders, participants) reorganisation 157 - - - . - - - other 158 - - - 1 150251 9 - 150261 including social security 159 - - nayvents Decrease in equity - total 160 - - - 106430 446 - 106876 Including: loss 161 - - - - - - . revaluation of non-current assets 162 - - - - . . expenses from other operations 163 not included in net profit (loss) decrease of share premium 164 - 11 . Retained Unpaid Treasury Rtie Iteni Iten Share share stock Reserve Additional earnings Net profit Total code capital capital capital paid-in capital (Accuinul (loss) nWed losses) 1_ 2 3 4 5 6 7 8 9 10 repurchase of shares (interest in share capital) 165 - - - - - . . dividends and other income from - -- participation in share capital of 166 - - . - oruanisation reorganisation- 167 - other 168 - - 106 430 446 - 106 876 including social security 169 - payments - Change in share capital 170 - Change in reserve capital 180 - - - 1 - - 1 Change in additional paid-in capital 190 - - - - - 376 376 - - Balance as at 31.12.2016 200 31 647 - - 111 2960255 1 704 - 2993717 Director N.N. Matyuk Chief Accountant A.V.Labkovich (name) Suppkunni 4 In il. National Acounting und Repoting Stuntlard "tndividual Acuunting S(Municnt" CASH FLOW STATEMENT For January-December 2016 Organisation RUE "Minskavtodor-Center" Taxpayer's Registration Number 190638747 Activitylype Consolidated Organizational legal form Governing body Ministry of Transport and Communications Measurement unit BYN thsd Address 37 Kalvariiskaya str., Minsk Item Item For January-December For January-December code 2016 2015 I 2 3 4 Cash flows from operating activities Cash inflow - total 020 62157 53402 Including: from customers of goods, products, works, services 021 23064 14677 from customers of materials and other inventories 022 50 42 royalty 023 0 0 other receipts 024 39043 38683 Cash outflow - total 030 62407 54571 Including: acquisition of inventories, works, services 031 36482 30637 labour payments 032 13229 12015 taxes and duties 033 5752 6628 other payments 034 6944 5291 Result from cash flows from operating activities 040 -250 -1169 Cash flows from investment activities Cash inflow - total 050 98768 11423 Including: from customers of fixed assets, intangible assets and other 051 6 19 non-current assets repayment of granted loans 052 2 3 income from participation in share capital of other organisations interest 054 0 0 other receipts 055 98092 11401 Cash outflow - total 060 97844 13050 Including: acquisition and creation of fixed assets, intangible assets and other non-current assets loans granted 062 0 2 contributions to share capital of other organisations 063 0 0 other payments 064 96755 10711 Result from cash flows from investment activities 070 924 -1627 13 Item Item For Janunry-December For January-December cUde 2016 2015 1 2 3 4 Cash flows from financing activities Cash inflow - total 080 5520 3047 Including: loans and borrowings 081 5500 1400 issue of shares 082 0 0 contributions from owner (founders, participants) 083 0 1647 other receipts 084 20 0 Cash outflow - total 090 6640 597 Including: repayment of loans and borrowings 091 4900 0 payment of dividends and other income from 092 567 556 interest payment 093 217 19 lease payment 094 0 0 other payments 095 956 22 Result from cash flows from financing activities 100 -1120 2450 Cash flows for the reporting period 110 -446 -346 Balance of cash and cash equivalents 120 623 969 As at 31 December 2015 Balance of cash and cash equivalents 130 177 623 As at 31 December 2016 Effect of exchange rate change 140 -907 0 Director N.N. Matyuk (name) Chief Accountant A.V.Labkovich (name) 14 I Notes to the financial statements 1. RUE ,MinskavtodorCenter> consists of 13 divisions (Road Operation Office (ROO) 5, 6, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69 and SD-I (Specialized Department-1), which are not legal entities and have separate bank accounts and taxpayer's registrations numbers. The objective of the Company's activity is maintenance of appropriate operational conditions of the net of republican highways being on the balance of the Company. The scope of operations of the Company is maintenance and repair of the highways being on the balance of the Company, as well as buildings located on them. According to the accounting policy of RUE km 294,2 - km 294,45 2 line in the amount of 617 thousand rubles, km 366 in the amount of 152 thousand rubles, km 310 which amounted to 431 thousand rubles; - completed capital repairs of highway P-40 "Borovliyany - Logoisk" km 0 - km 6,5 IV line in the amount of 189 thousand rubles, I line which amounted to 7 722 thousand rubles; - completed capital repairs of the bridge through the river Servech highway P-29 "Ushachy - Vileika" km 119,212 which amounted to 1 039 thousand rubles; - completed capital repairs of highway P-28 "Minsk - Molodechno - Naroch" km 61,253 - 71,112 (2 line) in the amount of 4 097 thousand rubles; I I - 4 gratuitously received patrol cars for monitoring of pavement, which amounted to 559 thousand rubles; - gratuitously received expenses, incurred during parking lot construction on highway "access to Dzerzhinsk, km 7,300 on the right side from UE <> of column 8 «Retained earnings>> due to correction of errors for year 2014 reflected (53) thousand rubles; on line 040 > of column 8 «Retained earnings> is necessary to reflect 855 thousand rubles; on lin 051 < of column 9 <> due to correction of errors for year 2016 16 thousand rubles., is necessary to reflect 744 thousand rubles; on line 130 < of column 8 > due to correction of errors for 2015 reflected (100) thousand rubles.; on line 140 > of column 8 is necessary to reflect 1366 thousand rubles. Form No. 4-f (cash) "Statement of resources structure" due to correction of errors including data on column 2 on lines: Was recorded To be recorded line 001 <> 3 202 281 3 202 273 line 006 «Intangible assets 54 48 Initial value > line 007 <> 73 403 73 403 line 014 <> 6240 6224 line 021 <> 3 275 678 3 275 676 line 022 <> 3 007 944 3 007 795 line 023 «Long-term liabilities> 252 982 253 083 line024 < 14 752 14 798 24 Presence and movement of fixed assets Appendix I for January-December 2016 Organisation RUE "Minskavtodor-Center" Activity type Consolidated Organizational legal form Measurement unit BYN thousand Received Original Including Original Range of (revalued) (revalued) estimated Item cost as at 31 Disposed cost as at 31 useful lifes December Total Purchase December (from and 2015 amount (gratuitously December to) transferred Modernization Revaluation 2016 and other) 2 3 4 5 6 7 8 9 10 ncluding: 3 119555 353929 98714 255215 80179 3393305 onstructions including: residential building 56 10 46 public roads 3 078 595 352 060 96 845 255 215 77974 3352681 transmission devices 5 529 387 387 1 452 5464 machines and aquipment 24 452 3 230 3 230 2 828 24 854 :ranspon vehicles 12835 3396 3396 1436 14795 :ools, inventory, fixture ind fittings 324 17 17 9 332 Livestock perennial plants CAPEX into land improvement other fixed assets as at 31 December 2015 as at 31 December 2016 Depreciation of fixed421 Issets 36541 44219 Loss of fixed assets value 1 384 812 1 472 904 4cquired depreciation 8 719 tom January-December X 1016 wVrite-off depreciation 2 996 f disposal fixed assets X n the reporting period 25 Presence and movement of intangible assets Appendix 2 for January-December 2016 Organisation RUE "Minskavtodor-Center" Activity type Consolidated Organizational legal form Measurement unit BYN thousand Original Original Pange of estimated (revalued) cost.(rvle)csasRneoesmad as at 31 Acquired Disposed (revalued) cost as useful lifes (from as at 31 ~at 31 December anto Item December 2015 2016 and to) 2 3 4 5 6 1 Intangible assets - total 48 115 163 1.1 Including: property rights to industrial properties 1.2 Property rights to scientific, literary and artistic works 1.3 Property rights to objects of related rights 1.4 Property rights to software and I 2 3 computer databases 1.5 Property rights to the use of intellectual property resulting from license and authorship agreements 1.6 Property rights to the use of 45 113 158 natural resources, land 1.7 Other 2 2 as at 31 December 2015 as at 31 December 2 Amortization of 5 14 intangible assets 3 Accrued amortization for 9 January-December 2016 X 4 Written off amortization on disposed intangible assets in the X reporting period 26