AO Holding Company METALLOINVEST. International Financial Reporting Standards Consolidated Financial Statements and Independent Auditor s Report

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1 International Financial Reporting Standards Consolidated Financial Statements and Independent Auditor s Report

2 Consolidated Financial Statements for the year ended Contents INDEPENDENT AUDITOR S REPORT CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statement of Financial Position... 1 Consolidated Statement of Profit or Loss and Other Comprehensive Income... 2 Consolidated Statement of Cash Flows... 3 Consolidated Statement of Changes in Equity... 4 Notes to the Consolidated Financial Statements 1 General information Basis of preparation and summary of significant accounting policies Critical accounting estimates and judgements Adoption of new or revised standards and interpretations New accounting pronouncements Segment information Property, plant and equipment Intangible assets Investments in associates Available-for-sale financial assets Loans advanced and short-term bank deposits Other non-current assets Inventories Trade and other receivables Cash and cash equivalents Share capital and other reserves Short-term and long-term borrowings Income taxes Liability to the regional administration Employee benefit obligations Accounts payable Sales Cost of sales Distribution expenses General and administrative expenses Operating income/(expenses) net Finance income and costs Earnings per share Balances and transactions with related parties Contingencies, commitments and operating risks Financial risk management and fair value of financial instruments Events after the reporting date... 43

3 Independent auditor s report To the Shareholders of AO Holding Company METALLOINVEST: Our opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of AO Holding Company METALLOINVEST (the Company ) and its subsidiaries (together - the Group ) as at, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards. What we have audited The Group s consolidated financial statements comprise: the consolidated statement of financial position as at ; the consolidated statement of profit or loss and other comprehensive income for the year then ended; the consolidated statement of cash flows for the year then ended; the consolidated statement of changes in equity for the year then ended; and the notes to the consolidated financial statements, which include a summary of significant accounting policies and other explanatory information. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Auditor s Professional Ethics Code and Auditor s Independence Rules that are relevant to our audit of the consolidated financial statements in the Russian Federation. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. AO PricewaterhouseCoopers Audit White Square Office Center 10 Butyrsky Val Moscow, Russia, T: +7 (495) , F:+7 (495) ,

4 Our audit approach Overview Overall group materiality: USD 35,900 thousand, which represents 5% of five year weighted average profit before tax. Audit scope Materiality We conducted audit work covering all significant reporting units in both Russian Federation and abroad. Each significant reporting unit was audited by component teams based in Russian Federation, Switzerland, United Arab Emirates and Cyprus. Our audit scope addressed 97% of the Group s revenues and 95% of the Group s absolute value of underlying profit before tax. Key audit matters Key audit matters: Valuation of investment in AO HC BMC, Compliance with debt covenants. We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Materiality The scope of our audit was influenced by the application of materiality. An audit is designed to obtain reasonable assurance about whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered to be material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the financial statements as a whole. 2

5 Overall group materiality How we determined it Rationale for the materiality benchmark applied USD 35,900 thousand (: USD 31,500 thousand) 5% of five year weighted average profit before tax giving a higher weight to the current year and lower weight to the preceding years We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured by users, and is a generally accepted benchmark. Due to fluctuations of profit in different years, we considered more appropriate to use a five year weighted average profit before tax as a benchmark. We chose 5%, which is consistent with quantitative materiality thresholds used for profit-oriented companies in this sector. This is consistent with the basis for our materiality calculation in the previous year. How we tailored our group audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. Considering our ultimate responsibility for the opinion on the Group s consolidated financial statements we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on the consolidated financial statements as a whole. Determining factors were the geographical structure of the Group, the financial significance and/or risk profile of the Group entities and activities, the accounting processes and controls, and the industry in which the Group operates. On this basis, we selected Group entities for which an audit of financial information or specific balances was considered necessary. We also included tax, valuation and pension specialists in our group audit team. The group audit focused on the significant components in the Russian Federation and abroad. These components include Group entities which are individually financially significant. Each of these components required an audit of their complete set of financial information. For components that are not individually financially significant, but that are important to achieve sufficient coverage on individual items, we performed audit of one or more account balances and disclosures. For the significant components in the Russian Federation, including four main production plants based in Kursk, Belgorod and Orenburg regions, we performed the audit work ourselves. For the international components located in Switzerland, United Arab Emirates and Cyprus, we used component auditors from other PwC network firms who are familiar with the local laws and regulations to perform this audit work. 3

6 Where the work was performed by the component auditors, we as the group auditor determined the level of involvement we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group s financial statements as a whole. We issued specific instructions to the audit teams of the components in our audit scope. These instructions included our risk analysis, materiality and audit approach for key audit areas. The group engagement team visits the component teams located abroad on a rotational basis and has update calls with all component auditors. In the current year, the group audit team visited local management of Metalloinvest Trading AG and the related PwC component auditors in Switzerland. The Group s consolidation, financial statement disclosures and a number of complex items are audited by the group engagement team. The group engagement team audited the accounting treatment of significant reporting items such as valuation of available for sale financial assets, annual goodwill impairment testing, segmentation, pension liabilities and others. By performing the above procedures at components, combined with additional procedures at the Group level, we have obtained sufficient and appropriate audit evidence regarding the financial information of the Group as a whole to provide a basis for our opinion on the consolidated financial statements. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter Valuation of investment in AO HC BMC Refer to note 1o to the financial statements for the related disclosures. The Group holds a 19.15% share in AO HC BMС, a development stage company engaged in development of the Udokan copper deposit in Russia. As at this available for sale financial asset was valued at USD 336,977 thousand. It was included in level 3 of the fair value hierarchy in accordance with the classification under IFRS, as its valuation is based on unobservable inputs. We focused on the valuation of the investment in AO HC BMC due the size of the balance and the inherent judgment involved in determination of its fair value. In management used internal appraisers to prepare a discounted cash flows valuation model (in there was external appraisal). The fair value is based on several key assumptions that require significant management judgment, including amount of initial capital expenditure required for construction of mining and How our audit addressed the Key audit matter Given the high sensitivity of AO HC BMC valuation to the key assumptions disclosed in note 10 we focused our procedures on these assumptions and also on adequacy of related disclosures. In our evaluation of the assumptions used by management and methodologies applied to prepare the valuation, we used PwC valuation experts to assist us. Our audit procedures included the following: We assessed the methodologies used by the internal appraiser in preparation of the discounted cash flow model and tested mathematical accuracy of calculation. The valuation model is based on the Feasibility Study prepared by Fluor engineering company, therefore in respect of all technical data (including level of required capital expenditure) we reconciled all input data used in the model to the data in the latest Feasibility study. In addition, we considered the objectivity, independence and expertise of Fluor company. 4

7 Key audit matter metallurgical facilities, long-term copper price and discount rate. The valuation model was prepared based on a Feasibility Study, prepared by Fluor engineering company, confirming the technical feasibility and commercial viability of development of the deposit, completed in 2014, and several further studies and updates. Compliance with debt covenants Refer to note 17 to the financial statements for the disclosures on short-term and long-term borrowings. As at, the Group had USD 4,150,092 thousand of long-term and short-term borrowings. All debt agreements contain financial and/or non-financial covenant clauses including cross-default provisions, which are complex and in case of breach result in creditors obtaining right to claim early repayment. As at, there were no breaches of debt covenants. We focused on assessing compliance with debt covenants due the size of the borrowings balance How our audit addressed the Key audit matter We evaluated and challenged the reasonableness of the other key assumptions based on our knowledge of the industry: inflation rate and foreign exchange rates, by comparing them to the recent economic forecasts, future copper prices, by comparing them to the recent reports of investment banks and analytical agencies, discount rate, by comparing it to the own developed point estimate of the cost of capital based on the market data and considering risks specific to development stage companies. We found the assumptions made by management in the fair value assessment to be reasonable and consistent with the available evidence. The significant inputs have been appropriately disclosed in note 10. In addition, we performed a sensitivity analysis around the key assumptions mentioned above within a reasonably foreseeable range to ascertain the influence of any change in those assumptions to the resulting fair value. We found that the assumptions for initial capital expenditure, real long-term copper price and the discount rate to be acceptable although we noted that any change in these assumptions would have a direct impact on the valuation of the investment in AO HC BMC. Our audit procedures included the following: We updated our understanding of management s approach to ensuring compliance with all debt covenants, including evaluation of the relevant control activities in place. We obtained and reviewed every debt agreement to understand its terms and conditions and prepared the schedule of all identified covenants. Our further audit procedures were focused on all non-trivial covenants. Depending on the type of the covenant being tested, we: 5

8 Key audit matter and the risks arising in case of breach of debt covenants. How our audit addressed the Key audit matter challenged management on their interpretation of debt agreements provisions; obtained management s calculations of financial covenants and checked their accuracy by verifying the inputs to the audited financial information, calculation and compliance with debt agreements provisions; obtained and tested supporting documentation confirming compliance with covenants. From our work on the covenants of debt agreements in place as at we satisfied ourselves that no breaches of debt covenants occurred. Other information The Board of Directors is responsible for the other information. The other information comprises the information in the Group s annual report for the year ended and Issuer s Report for the 1 quarter 2017, but does not include the consolidated financial statements and our auditor s report thereon. The Group s annual report and Issuer s Report for the 1 quarter 2017 are expected to be made available to us after the date of this auditor s report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group s financial reporting process. 6

9 Auditor s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit 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 Group s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 7

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12 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended Note Sales 22 4,260,728 4,393,199 Cost of sales 23 (2,211,081) (2,275,173) Gross profit 2,049,647 2,118,026 Distribution expenses 24 (685,417) (689,876) General and administrative expenses 25 (294,980) (289,047) Dividend income on available-for-sale financial assets 38, ,857 Other operating income/(expenses) net 26 33,848 (34,878) Operating profit 1,142,081 1,217,082 Finance income , ,271 Finance costs 27 (333,136) (318,585) Foreign exchange gain/(loss) from borrowings and loans advanced net 475,254 (761,824) Share of net loss of associates 9 (735) (5,548) Profit before income tax 1,427, ,396 Income tax charge 18 (274,314) (54,684) Profit for the year 1,152, ,712 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Available-for-sale financial assets: Fair value gain arising during the year 10,16 92,920 94,640 Fair value gain transferred to profit or loss on disposal 10,16 (250,965) - Share of currency translation differences of associates 9,16 - (1,402) Share of currency translation differences of associates transferred to profit or loss on disposal 9,16-7,791 Total items that may be reclassified subsequently to profit or loss (158,045) 101,029 Items that will not be reclassified to profit or loss: Remeasurements of employee benefit obligations 6,652 (30,929) Currency translation differences 309,910 (435,623) Total items that will not be reclassified to profit or loss 316,562 (466,552) Total other comprehensive income/(loss) for the year 158,517 (365,523) Total comprehensive income/(loss) for the year 1,311,216 (147,811) Profit/(loss) is attributable to: Owners of the Company 1,135, ,218 Non-controlling interests 16,955 (12,506) 1,152, ,712 Total comprehensive income/(loss) is attributable to: Owners of the Company 1,294,261 (135,305) Non-controlling interests 16,955 (12,506) 1,311,216 (147,811) Basic and diluted earnings per ordinary share for profit attributable to the owners of the Company (in USD per share) The accompanying notes on pages 5 to 43 are an integral part of these consolidated financial statements. 2

13 Consolidated Statement of Cash Flows for the year ended Note Cash flows from operating activities: Profit before income tax 1,427, ,396 Reconciliation between profit before income tax and net cash from operating activities: Depreciation of property, plant and equipment 191, ,171 Impairment of property, plant and equipment and intangible assets 7,8,26-62,318 Amortisation of intangible assets and mineral rights 34,333 36,729 Finance costs (net) , ,314 Foreign exchange (gain)/loss (345,803) 636,707 Share of net loss of associates ,548 Dividend income on available-for-sale financial assets 10 (38,983) (112,857) Net gain on disposal of available-for-sale financial assets 10,26 (250,965) - Other 28,832 18,576 Changes in: Inventories (17,647) 11,643 Trade and other receivables (106,188) 30,161 Trade and other payables 118,046 4,567 Employee benefit obligations (335) (1,648) Interest paid (315,467) (283,532) Income tax paid (83,424) (89,827) Other finance charges (8,738) (28,161) Net cash from operating activities 822, ,105 Cash flows from investing activities: Purchases of property, plant and equipment; and intangible assets (290,305) (416,851) Acquisition of available-for-sale financial assets 10 (1,000) - Proceeds from disposal of available-for-sale financial assets ,688 - Dividends received on available-for-sale financial assets 32, ,883 Placement of short-term bank deposits (197,427) (400,000) Repayments of short-term bank deposits 597,456 - Loans advanced (616,423) (981,875) Repayments of loans advanced 1,900, ,178 Interest received 202,221 36,805 Other Net cash from/(used in) investing activities 1,970,016 (987,264) Cash flows from financing activities: Repayment of borrowings (1,306,451) (1,095,505) Proceeds from borrowings 824,317 1,072,657 Proceeds from disposal of treasury shares 16 1,687,403 - Dividends paid by the Group s subsidiaries to non-controlling interests (21,574) (1,531) Dividends paid to the owners of the Company 16 (3,382,081) - Net cash used in financing activities (2,198,386) (24,379) Effect of exchange rate changes on cash and cash equivalents (28,723) (66,501) Net increase / (decrease) in cash and cash equivalents 565,096 (126,039) Cash and cash equivalents at the beginning of the year 423, ,590 Cash and cash equivalents at the end of the year 988, ,551 Non-cash investing transactions In, there were no non-cash transactions. In, non-cash transactions relate to the reorganisation in the form of spin-off (Notes 10 and 29). The accompanying notes on pages 5 to 43 are an integral part of these consolidated financial statements. 3

14 Consolidated Statement of Changes in Equity for the year ended Attributable to owners of the Company Note Share capital Other reserves Retained earnings Total Noncontrolling interests Total equity Balance at 1 January 187,640 (1,226,452) 2,666,636 1,627,824 17,055 1,644,879 Profit for the year , ,218 (12,506) 217,712 Other comprehensive income/(loss) Fair value gain on available-forsale financial assets 10,16-94,640-94,640-94,640 Share of currency translation differences of associates 9,16 - (1,402) - (1,402) - (1,402) Share of currency translation differences of associates transferred to profit or loss on disposal 9,16-7,791-7,791-7,791 Remeasurements of employee benefit obligations - - (30,929) (30,929) - (30,929) Currency translation differences - (435,623) - (435,623) - (435,623) Total comprehensive income/(loss) for the year ended - (334,594) 199,289 (135,305) (12,506) (147,811) Result of the reorganisation ,944 9,944-9,944 Cancellation of treasury shares (11,258) , Balance at 176,382 (1,560,773) 2,886,854 1,502,463 4,549 1,507,012 Profit for the year - - 1,135,744 1,135,744 16,955 1,152,699 Other comprehensive income/(loss) Fair value gain on available-forsale financial assets 10,16-92,920-92,920-92,920 Fair value gain on available-forsale financial assets transferred to profit or loss on disposal 10,16 - (250,965) - (250,965) - (250,965) Remeasurements of employee benefit obligations - - 6,652 6,652-6,652 Currency translation differences - 309, , ,910 Total comprehensive income/(loss) for the year ended - 151,865 1,142,396 1,294,261 16,955 1,311,216 Disposal of treasury shares, net of tax ,652,355 1,652,355-1,652,355 Acquisition of additional interest in subsidiaries (47) (15) Disposal of interest in subsidiaries - - (2,655) (2,655) 2, Dividends declared by the Group s subsidiaries to noncontrolling interests (23,700) (23,700) Dividends declared by the Company (3,472,009) (3,472,009) - (3,472,009) Balance at 176,382 (1,408,908) 2,206, , ,937 The accompanying notes on pages 5 to 43 are an integral part of these consolidated financial statements. 4

15 Notes to the Consolidated Financial Statements for the year ended 1 General information These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards for the year ended for AO Holding Company METALLOINVEST (the Company ) and its subsidiaries (the Group ). The Group s principal business activity is the production and sale of iron ore products and ferrous metals. These products are sold both in Russia and abroad. The Company is incorporated and domiciled in Russia. The address of its registered office is Rublyovskoye shosse, 28, Moscow, Russia. The Group s manufacturing facilities are primarily based in the Kursk, Belgorod and Orenburg regions. At, USM Metalloinvest LLC (a 100%-owned direct subsidiary of USM Holdings Limited) owned a 100% stake in the Company. At, USM Metalloinvest LLC owned a 54.25% stake in the Company and USM Investments Limited owned a 3% stake in the Company (both companies are 100%-owned direct or indirect subsidiaries of USM Holdings Limited), USM Holdings Limited owned a 23.6% stake in the Company, AO Lebedinskiy Mining and Processing Works owned a 15.96% stake in the Company and AO Oskol Electrometallurgical Plant owned a 3.19% stake in the Company (both companies are 100%-owned direct subsidiaries of the Company). At and, the major beneficial owner of the Company was Alisher B. Usmanov, who owned a 49% stake ( : 48%) in USM Holdings Limited through his fully owned company ABU Holdings International Limited. The following table sets out the major subsidiaries of the Group: Nominal ownership, % Entity Activity OOO Management Company METALLOINVEST Management company 100% 100% AO Lebedinskiy Mining and Processing Works ( LGOK ) Production and sale of iron ore products 100% 100% AO Oskol Electrometallurgical Plant ( OEMK ) Production and sale of ferrous metal products 100% 100% PAO Mikhailovsky Mining and Processing Works ( MGOK ) Production and sale of iron ore products % % AO Ural Steel ( Ural Steel ) Production and sale of ferrous metal products 100% 100% OOO Ural Scrap Company Collection and processing of scrap 100% 100% Metalloinvest Trading AG (Switzerland) Iron ore and steel products trading 100% 100% 2 Basis of preparation and summary of significant accounting policies Basis of preparation. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) under the historical cost convention except as described below. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented. Consolidated financial statements. Subsidiaries are those investees, including structured entities, that the Group controls because the Group (i) has power to direct the relevant activities of the investees that significantly affect their returns, (ii) has exposure, or rights, to variable returns from its involvement with the investees, and (iii) has the ability to use its power over the investees to affect the amount of the investor s returns. The existence and effect of substantive rights, including substantive potential voting rights, are considered when assessing whether the Group has power over another entity. For a right to be substantive, the holder must have a practical ability to exercise that right when decisions about the direction of the relevant activities of the investee need to be made. The Group may have power over an investee even when it holds less than the majority of the voting power in an investee. In such a case, the Group assesses the size of its voting rights relative to the size and dispersion of holdings of the other vote holders to determine if it has de-facto power over the investee. Protective rights of other investors, such as those that relate to fundamental changes of the investee s activities or apply only in exceptional circumstances, do not prevent the Group from controlling an investee. Subsidiaries are consolidated from the date on which control is transferred to the Group (acquisition date) and are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for the acquisition of subsidiaries. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.

16 Notes to the Consolidated Financial Statements for the year ended 2 Basis of preparation and summary of significant accounting policies (continued) The Group measures non-controlling interest on a transaction by transaction basis, either at: (a) fair value, or (b) the non-controlling interest's proportionate share of net assets of the acquiree. Goodwill is measured by deducting the net assets of the acquiree from the aggregate of the consideration transferred for the acquiree, the amount of non-controlling interest in the acquiree and the fair value of an interest in the acquiree held immediately before the acquisition date. Any negative amount ( negative goodwill ) is recognised in profit or loss, after management reassesses whether it identified all the assets acquired and all the liabilities and contingent liabilities assumed and reviews the appropriateness of their measurement. The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity instruments issued and liabilities incurred or assumed, including the fair value of assets or liabilities from contingent consideration arrangements, but excludes acquisition related costs such as advisory, legal, valuation and similar professional services. Transaction costs incurred for issuing equity instruments are deducted from equity; transaction costs incurred for issuing debt are deducted from its carrying amount and all other transaction costs associated with the acquisition are expensed. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Company and all of its subsidiaries use uniform accounting policies consistent with the Group s policies. Non-controlling interest is that part of the net results and of the equity of a subsidiary attributable to interests, which are not owned, directly or indirectly, by the Company. Non-controlling interest forms a separate component of the Group s equity. When the group ceases to consolidate or equity account for an investment because of a loss of control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. Transactions with non-controlling interests. The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. Investments in associates. Associates are entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between 20 and 50 percent of the voting rights. Investments in associates are accounted for using the equity method of accounting and initially recognised at cost and the carrying amount is increased or decreased to recognise the investor s share of the profit or loss of the investee after the date of acquisition. The carrying amount of associates includes goodwill identified on acquisition less accumulated impairment losses, if any. The Group s share of the post-acquisition profits or losses of associates is recorded in profit or loss for the period, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group s interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Foreign currency translation. The functional currency of each of the Group s consolidated entities is the currency of the primary economic environment in which the entity operates. The Company s functional currency is the national currency of Russia, Russian roubles ( RUB ); the Group s presentation currency is US Dollar ( USD ) as it is considered by management to be more relevant presentation currency for users of the consolidated financial statements of the Group. Monetary assets and liabilities are translated into each entity s functional currency at the official exchange rate of the Central Bank of Russia (the Central Bank ) at the respective end of the reporting period. Foreign exchange gains and losses resulting from settlement of transactions and from translation of monetary assets and liabilities into each entity s functional currency at year-end official exchange rates of the Central Bank are recognised in profit or loss. Translation at year-end rates does not apply to non-monetary items that are measured at historical cost. 6

17 Notes to the Consolidated Financial Statements for the year ended 2 Basis of preparation and summary of significant accounting policies (continued) Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-forsale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on nonmonetary financial assets such as equities classified as available-for-sale are included in the available-for-sale reserve in other comprehensive income. The results and financial position of each Group entity (the functional currency of none of which is a currency of a hyperinflationary economy) are translated into the presentation currency as follows: (i) (ii) (iii) (iv) assets and liabilities for each statement of financial position are translated at the closing rate at the end of the respective reporting period; income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); components of equity are translated at the historical rate; and all resulting exchange differences are recognised in other comprehensive income. When control over a foreign operation is lost, the previously recognised exchange differences on translation to a different presentation currency are reclassified from other comprehensive income to profit or loss for the year as part of the gain or loss on disposal. On partial disposal of a subsidiary without loss of control, the related portion of accumulated currency translation differences is reclassified to non-controlling interest within equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. At the principal exchange rates used for translating foreign currency balances were USD 1 = RUB ( : USD 1 = RUB ), EUR 1 = RUB ( : EUR 1 = RUB ). Income and expenses for the year ended were translated to presentation currency at quarterly average exchange rates. The average exchange rate for the three months ended 31 March was USD 1 = RUB , for the three months ended 30 June was USD 1 = RUB , for the three months ended 30 September was USD 1 = RUB and for the three months ended was USD 1 = RUB The principal average exchange rate used for translating income and expenses for the year ended was USD 1 = RUB Segment reporting. Operating segments are reported in a manner consistent with the internal reporting provided to the Group s chief operating decision maker. Segments whose revenue, result or assets are 10% or more of all the segments are reported separately. Property, plant and equipment. Property, plant and equipment are stated at historical acquisition or construction cost less accumulated depreciation and provision for impairment, where required. Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any replaced part is derecognised. All other repairs and maintenance are recognised in profit or loss in the financial period in which they are incurred. At each end of the reporting period management assesses whether there is any indication of impairment of property, plant and equipment. If any such indication exists, management estimates the recoverable amount, which is determined as the higher of an asset s fair value less costs to sell and its value in use. The carrying amount is reduced to the recoverable amount and the impairment loss is recognised in profit or loss. An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used to determine the recoverable amount. Gains and losses on disposals determined by comparing proceeds with carrying amount are recognised in profit or loss. 7

18 Notes to the Consolidated Financial Statements for the year ended 2 Basis of preparation and summary of significant accounting policies (continued) Depreciation. Land is not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives: Useful lives in years Buildings 7 to 50 Plant and equipment 3 to 25 Transport 5 to 20 Other 2 to 10 The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its useful life. The residual value of an asset is nil if the Group expects to use the asset until the end of its physical life. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Capitalisation of borrowing costs. Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial time to get ready for intended use or sale (qualifying assets) are capitalised as part of the costs of those assets, if the commencement date for capitalisation is on or after 1 January Capitalisation of borrowing costs continues up to the date when the assets are substantially ready for their use or sale. The Group capitalises borrowing costs that could have been avoided if it had not made capital expenditure on qualifying assets. Borrowing costs capitalised are calculated at the Group s average funding cost (the weighted average interest cost is applied to the expenditures on the qualifying assets), except to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset. Where this occurs, actual borrowing costs incurred less any investment income on the temporary investment of those borrowings are capitalised. Stripping costs. The Group separates two different types of stripping costs that are incurred in surface mining activity: a) stripping activity asset; and b) current stripping costs. Stripping activity asset is created as part of usual surface activity in order to obtain improved access to further quantities of minerals that will be mined in future periods. Current stripping costs are costs that are incurred in order to mine the mineral ore only in current period. The Group recognises a stripping activity asset if, and only if, all of the following are met: 1) it is probable that the future economic benefit (improved access to the ore body) associated with the stripping activity will flow to the entity; 2) the entity can identify the component of the ore body for which access has been improved; and 3) the costs relating to the improved access to that component can be measured reliably. After initial recognition, stripping activity assets are carried at cost less accumulated depreciation and impairment loss. Depreciation is calculated using the units of production method. Stripping asset is recognised within property, plant and equipment. Development expenditure. Development expenditure includes costs directly attributable to mine development project such as design and construction of production facilities and related infrastructure. Development expenditure is capitalised and recorded as a component of property, plant and equipment or intangible assets, as appropriate. No depreciation is charged on the development expenditure before the start of commercial production. Development expenditure is assessed for impairment when facts and circumstances suggest that the carrying amount of the assets may exceed their recoverable amount. Intangible assets. The Group s intangible assets other than goodwill have finite useful lives and primarily include acquired computer software licences, licenced technology and customer relationships acquired in business combinations. Intangible assets are amortised using the straight-line method over their estimated useful lives of three to ten years for acquired computer software licences and customer relationships, and of twenty five to thirty years for licenced technology. Intangible assets are assessed for impairment whenever there is an indication that the intangible assets may be impaired. If impaired, the carrying amount of intangible assets is written down to the higher of value in use and fair value less costs to sell. Goodwill. Goodwill on acquisitions of subsidiaries is presented separately in the consolidated statement of financial position. Goodwill on acquisitions of associates is included in investment in associates. Goodwill is carried at cost less accumulated impairment losses, if any. 8

19 Notes to the Consolidated Financial Statements for the year ended 2 Basis of preparation and summary of significant accounting policies (continued) The Group tests goodwill for impairment at least annually and whenever there are indications that goodwill may be impaired. Goodwill is allocated to the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the business combination. Such units or group of units represent the lowest level at which the Group monitors goodwill and are not larger than an operating segment. Gains or losses on disposal of an operation within a cash generating unit to which goodwill has been allocated include the carrying amount of goodwill associated with the operation disposed of, generally measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit which is retained. Mineral rights. In accordance with provisions of IFRS 3 Business Combinations mineral rights acquired in business combinations are recorded at their fair values at the date of acquisition, based on their appraised fair value. Other mineral rights and licences are recorded at cost. Mineral rights stated at and represent mineral rights recognised as a result of acquisition of MGOK in December 2006, which grant access to reserves that will be extracted over periods in excess of 100 years. The appraised value of these rights reflects expected cash flows over thirty years from the date of acquisition, since the impact of cash flows beyond this period is not material. The Group's production plans for these reserves are such that there is no material difference between amortisation calculated using the units of production and using the straight-line method. These rights are therefore amortised on a straight line basis over thirty years. Advances issued. Advances issued are carried at cost less provision for impairment. An advance issued is classified as non-current when the goods or services relating to the advance issued are expected to be obtained after one year, or when the advance issued relates to an asset, which will itself be classified as non-current upon initial recognition. If there is an indication that the assets, goods or services relating to an advance issued will not be received, the carrying value of the advance issued is written down accordingly and a corresponding impairment loss is recognised in profit or loss. Inventories. Inventories are stated at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average method. The cost of finished goods and work in progress comprises raw material, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses. Financial assets. The Group classifies its financial assets in the following categories: (a) loans and receivables; (b) available-for-sale financial assets; (c) financial assets held to maturity and (d) financial assets at fair value through profit or loss. (a) (b) (c) (d) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. The Group s loans and receivables comprise trade and other receivables, loans advanced and cash and cash equivalents in the statement of financial position. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period. Held-to-maturity assets include quoted non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has both the intention and ability to hold to maturity. Management determines the classification of investment securities held to maturity at their initial recognition and reassesses the appropriateness of that classification at each end of the reporting period. Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorised as held for trading unless they are designated as hedges. The Group s financial assets include (a) loans and receivables and (b) available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. All purchases and sales of financial assets that require delivery within a time frame established by regulation or market convention ( regular way purchases and sales) are recorded at the trade date, which is the date that the Group commits to deliver a financial asset. All other purchases are recognised when the entity becomes a party to the contractual provisions of the instrument. 9

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