Jointly controlled
Banco Santander considers investments classified as jointly controlled when they possess a shareholders' agreement, which sets that the strategic, financial and operating decisions requires the unanimous consent of all investors.
Significant Influence
Associates are entities over which the Bank is in a position to exercise significant influence (significant influence is the power to participate in the financial and operating decisions of the investee) but it does not control or has joint control over the investee.
a) Breakdown
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| Participation % | ||
Jointly Controlled by Banco Santander |
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| Activity |
| Country |
| 2017 |
| 2016 |
| 2015 | ||||
Banco RCI Brasil S.A. (2) |
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| Bank |
| Brazil |
| 39.89% |
| 39.89% |
| 39.89% | ||||
Norchem Participações e Consultoria S.A.(1) |
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| Other Activities |
| Brazil |
| 50.00% |
| 50.00% |
| 50.00% | ||||
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
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| Securitization |
| Brazil |
| 9.72% |
| 9.72% |
| 13.64% | ||||
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9) (11) |
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| Other Activities |
| Brazil |
| 11.11% |
| 11.11% |
| 11.11% | ||||
Gestora de Inteligência de Crédito (5)(10) |
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| Credit Bureau |
| Brazil |
| 20.00% |
| - |
| - | ||||
Campo Grande Empreendimentos |
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| Other Activities |
| Brazil |
| 25.32% |
| 25.32% |
| 25.32% | |||||
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Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.) |
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Webmotors S.A. (7) (8)(12) |
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| Other Activities |
| Brazil |
| 70.00% |
| 70.00% |
| 70.00% | |||||
Tecnologia Bancária S.A. - TECBAN (1) |
| Other Activities |
| Brazil |
| 19.81% |
| 19.81% |
| 19.81% | ||||||
PSA Corretora de Seguros e Serviços Ltda. (6)(13)(14) |
| Insurance Broker |
| Brazil |
| 50.00% |
| 50.00% |
| 0.00% | ||||||
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Jointly Controlled by Getnet S.A. |
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iZettle do Brasil Meios de Pagamento S.A. ("iZettle do Brasil”) (3) |
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| Other Activities |
| Brazil |
| - |
| - |
| 50.00% | |||||
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Significant Influence of Banco Santander |
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Norchem Holding e Negócios S.A. (1) |
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| Other Activities |
| Brazil |
| 21.75% |
| 21.75% |
| 21.75% |
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| Investments | ||||
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| 2017 |
| 2016 |
| 2015 |
Jointly Controlled by Banco Santander (11) |
| 495,264 |
| 578,761 |
| 567,367 |
Banco RCI Brasil S.A. (2) |
| 427,801 |
| 538,756 |
| 526,680 |
Norchem Participações e Consultoria S.A.(1) |
| 25,550 |
| 26,302 |
| 23,665 |
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
| 7,438 |
| 7,435 |
| 10,325 |
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9)(11) |
| 4,707 |
| 6,268 |
| 6,697 |
Gestora de Inteligência de Crédito (5)(10) |
| 29,513 |
| - |
| - |
Campo Grande Empreendimentos |
| 255 |
| - |
| - |
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Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações SA) |
| 350,440 |
| 390,336 |
| 476,640 |
Webmotors S.A. (7) (8)(12) |
| 197,930 |
| 246,965 |
| 339,899 |
Tecnologia Bancária S.A. - TECBAN (1) |
| 151,019 |
| 142,713 |
| 136,741 |
PSA Corretora de Seguros e Serviços Ltda. (6)(13)(14) |
| 1,491 |
| 658 |
| - |
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Jointly Controlled by Getnet S.A. |
| - |
| - |
| (2,768) |
iZettle do Brasil Meios de Pagamento S.A. (3) |
| - |
| - |
| (2,768) |
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Significant Influence of Banco Santander |
| 20,860 |
| 20,980 |
| 19,504 |
Norchem Holding e Negócios S.A. (1) |
| 20,860 |
| 20,980 |
| 19,504 |
Total |
| 866,564 |
| 990,077 |
| 1,060,743 |
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| Results of Investments | ||
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| 1/01 to 12/31/2017 |
| 1/01 to 12/31/2016 |
| 1/01 to 12/31/2015 |
Jointly Controlled by Banco Santander |
| 39,904 |
| 16,748 |
| 85,993 |
Banco RCI Brasil S.A. (2) |
| 44,384 |
| 14,175 |
| 85,221 |
Norchem Participações e Consultoria S.A.(1) |
| 1,333 |
| 2,637 |
| 1,976 |
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
| 389 |
| 366 |
| 340 |
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9)(11) |
| (1,560) |
| (430) |
| (1,544) |
Gestora de Inteligência de Crédito (5)(10) |
| (4,642) |
| - |
| - |
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Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações SA) |
| 30,430 |
| 29,538 |
| 29,309 |
Webmotors S.A. (7)(8)(12) |
| 21,290 |
| 23,019 |
| 23,397 |
Tecnologia Bancária S.A. - TECBAN (1) |
| 8,307 |
| 5,971 |
| 5,912 |
PSA Corretora de Seguros e Serviços Ltda. (6)(13)(14) |
| 833 |
| 548 |
| - |
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Jointly Controlled by Getnet S.A. |
| - |
| (225) |
| (491) |
iZettle do Brasil Meios de Pagamento S.A.(3) |
| - |
| (225) |
| (491) |
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Significant Influence of Banco Santander |
| 1,217 |
| 1,476 |
| 1,501 |
Norchem Holding e Negócios S.A. (1) |
| 1,217 |
| 1,476 |
| 1,501 |
Total |
| 71,551 |
| 47,537 |
| 116,312 |
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| 2017 |
Total assets | Total liabilities | Total profit (11) | ||||
Jointly Controlled by Banco Santander |
| 9,264,940 |
| 8,023,369 |
| 67,077 |
Banco RCI Brasil S.A. (2) |
| 9,057,261 |
| 7,985,647 |
| 74,452 |
Norchem Participações e Consultoria S.A.(1) |
| 78,674 |
| 27,574 |
| 2,665 |
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
| 86,378 |
| 9,884 |
| 4,000 |
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9)(11) |
| 42,627 |
| 264 |
| -14,040 |
Gestora de Inteligência de Crédito (5)(10) |
| 167,798 |
| 20,235 |
| -23,211 |
Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações SA) |
| 1,967,989 |
| 1,077,782 |
| 74,861 |
Webmotors S.A. (7)(8)(12) |
| 490,458 |
| 50,413 |
| 31,264 |
Tecnologia Bancária S.A. - TECBAN (1) |
| 1,472,774 |
| 1,025,593 |
| 41,932 |
PSA Corretora de Seguros e Serviços Ltda. (6)(13)(14) |
| 4,757 |
| 1,776 |
| 1,665 |
Significant Influence of Banco Santander |
| 122,176 |
| 26,267 |
| 5,597 |
Norchem Holding e Negócios S.A. (1) |
| 122,176 |
| 26,267 |
| 5,597 |
Total |
| 11,355,105 |
| 9,127,418 |
| 147,535 |
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| 2016 |
Total assets | Total liabilities | Total profit (11) | ||||
Jointly Controlled by Banco Santander |
| 8,831,611 |
| 7,318,656 |
| 89,544 |
Banco RCI Brasil S.A. (2) |
| 8,603,844 |
| 7,276,320 |
| 79,223 |
Norchem Participações e Consultoria S.A. (1) |
| 78,833 |
| 26,228 |
| 5,274 |
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
| 91,083 |
| 14,659 |
| 7,011 |
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9) (11) |
| 57,851 |
| 1,449 |
| -1,964 |
Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações SA) |
| 1,459,826 |
| 943,028 |
| 58,595 |
Webmotors S.A. (7)(8)(12) |
| 145,499 |
| 35,231 |
| 29,934 |
Tecnologia Bancária S.A. - TECBAN (1) |
| 1,310,945 |
| 905,731 |
| 27,568 |
PSA Corretora de Seguros e Serviços Ltda. (6)(13)(14) |
| 3,382 |
| 2,066 |
| 1,093 |
Significant Influence of Banco Santander |
| 127,598 |
| 31,136 |
| 6,792 |
Norchem Holding e Negócios S.A. (1) |
| 127,598 |
| 31,136 |
| 6,792 |
Total |
| 10,419,035 |
| 8,292,820 |
| 154,931 |
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| 2015 |
Total assets | Total liabilities | Total profit (11) | ||||
Jointly Controlled by Banco Santander |
| 8,702,727 |
| 7,170,602 |
| 180,663 |
Banco RCI Brasil S.A. (2) |
| 8,474,418 |
| 7,125,614 |
| 174,629 |
Norchem Participações e Consultoria S.A. (1) |
| 73,288 |
| 25,958 |
| 3,953 |
Cibrasec - Companhia Brasileira de Securitização (1) (4) (9) |
| 92,495 |
| 16,775 |
| 1,932 |
Estruturadora Brasileira de Projetos S.A. - EBP (1) (9)(11) |
| 62,526 |
| 2,255 |
| 149 |
Jointly Controlled by Santander Corretora de Seguros (current corporate name of Santander Participações SA) |
| 1,531,883 |
| 890,028 |
| 83,902 |
Webmotors S.A. (7)(8)(12) |
| 279,935 |
| 36,904 |
| 36,636 |
Tecnologia Bancária S.A. - TECBAN (1) |
| 1,251,948 |
| 853,124 |
| 47,266 |
Jointly Controlled by Getnet S.A. |
| 20,210 |
| 25,747 |
| -2,420 |
iZettle do Brasil Meios de Pagamento S.A.(3) |
| 20,210 |
| 25,747 |
| -2,420 |
Significant Influence of Banco Santander |
| 119,687 |
| 30,017 |
| 6,902 |
Norchem Holding e Negócios S.A. (1) |
| 119,687 |
| 30,017 |
| 6,902 |
Total |
| 10,374,507 |
| 8,116,394 |
| 269,047 |
b) Changes
The changes in the balance of this item were as follows:
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| 2017 |
| 2016 |
| 2015 |
Jointly Controlled by Banco Santander |
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|
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Balance at beginning of year |
| 969,097 |
| 1,041,239 |
| 1,004,045 |
Additions / disposals (net) due to change in the scope of consolidation |
| - |
| (2,926) |
| - |
Additions /disposals (3) (6) |
| 34,154 |
| 3,105 |
| (2,768) |
Capital reduction (7) |
| - |
| (76,860) |
| - |
Share of results of entities accounted for using the equity method |
| 70,334 |
| 46,061 |
| 114,811 |
Dividends proposed/received |
| (200,620) |
| (39,424) |
| (74,849) |
Others |
| (27,261) |
| (2,098) |
| - |
Balance at end of year |
| 845,704 |
| 969,097 |
| 1,041,239 |
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Significant Influence of Banco Santander |
|
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|
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Balance at beginning of year |
| 20,980 |
| 19,504 |
| 19,416 |
Share of results of entities accounted for using the equity method |
| 1,217 |
| 1,476 |
| 1,501 |
Dividends proposed/received |
| (1,337) |
| - |
| (1,413) |
Balance at end of year |
| 20,860 |
| 20,980 |
| 19,504 |
(1) Companies with a delay of one month for the equity calculation. To register the equity income it was used on 12/31/2017 the position of 11/30/2017.
(2) The EGM of July 21, 2015, approved the Company's transformation into a multiple bank, with investment portfolios, leasing and credit, financing and investment and also the change of the name of the Companhia de Arrendamento Mercantil RCI Brasil to Banco RCI Brasil S.A. This process was approved by the BACEN on October 28, 2015.
(3) In June 2016 the interest held in iZetlle do Brasil S.A was sold.
(4) At the ESM held on April 29, 2016 was approved the reform in the distribution structure of the capital of Cibrasec through the creation of preferred shares issued by the Company with voting rights and the share conversion of the common shares of Company into preferred shares, this reform was ratified at the ESM held on May 30, 2016. Banco Santander became part of their ordinary shares held in the capital of Cibrasec, the corresponding amount to five thousand (5,000) common shares issued by Cibrasec 50 (fifty) preferred shares in the proportion of 100 (one hundred) common shares for each one (1) preferred share, and still held 4,000 (four thousand) common shares in the capital of Cibrasec. Each preferred share entitles the holder the right to one hundred (100) times the right to dividends of the common shares, so that the economic rights were maintained, however, the conversion resulted in reduction in the percentage shareholding in Cibrasec.
(5) Company incorporated in April 2017 and is in the pre-operational phase. Pursuant to the shareholders' agreement, control is shared between shareholders who hold 20% of their capital stock each. At the Extraordinary General Meeting held on July 6, 2017, the capital increase of Gestora de Crédito was approved in the total amount of R$65,822, so that the capital stock increased from R$1 to R$65,823, through the issue of 6,582,200 (six million, five hundred and eighty-two thousand and two hundred) new shares, of which 3,291,100 (three million, two hundred and ninety-one thousand and one hundred), 1,316,440 (one million, three hundred and sixteen thousand, four hundred and forty) preferred shares Class A and 1,316,440 (one million, three hundred and sixteen thousand, four hundred and forty) preferred shares Class B and 658,220 (six hundred and fifty eight thousand, two hundred and twenty) class C preferred shares, with no par value, at the issue price of R$10.00, corresponding to the equity value of the shares. The shares issued in the capital increase were fully subscribed on the same date by the shareholders in the proportion of 20% of their capital stock each.
(6) In 2017 refers to the incorporation of Gestora de Inteligência de Crédito - partnership between Banco Santander and other banks from brazilian market (according to note 3.d) and in 2016 refers to the acquisition agreement of part of the financial operations from the Group PSA in Brazil and the consequent creation of a Joint Venture.
(7) At the ESM realized in September 26, 2016, was approved the reduction of the capital of Webmotors S.A. without cancellation of shares in the amount of R$109,800 to be considered excessive to maintain its activities, and the capital of R$194,580 to R$84,780.
(8) On December 30, 2016, at the EGM of Webmotors S.A., the merger and the Private Instrument of Protocol and Justification of Incorporation of Virtual Motors by Webmotors S.A. were approved, so that Webmotors S.A. received, for its accounting value, based on the balance sheet drawn up on November 30, 2016, all of the assets, rights and obligations of Virtual Motors, with the extinction of Virtual Motors that will be succeeded by Webmotors S.A. in all its rights and obligations.
(9) Although the participations was less than 20%, the Bank exercises control over the entity together with other major stockholders' through a stockholders' agreement where no business decision can be taken by a single shareholder.
(10) At the EGM held in October 5, 2017, it was approved the share capital increase of the Gestora de Crédito in the amount of R$ 285.205, that way its share capital increased from R$ 65.823 to R$ 351.028, through the issuance of 29.013.700 new shares, being 14.506.850 as ordinary shares, 5.802.740 preferred shares Class A, 5.802.740 preferred shares Class B, and 2.901.370 preferred shares Class C, without par value, at the issuance price of R$ 9,83 per share. It was also approved by unanimous decision the payment timetable of the new shares issuance made by the Management of Gestora de Crédito. That way, the share capital increase was fully subscribed at the same day by the shareholders in the proportion of 20% of each interest which were partially paid.
(11) According to its Bylaws, EBP was formed in order to carry out projects to contribute for the brazilian economic and social development for the period of 10 years. After the conclusion of the timetable set EPB closes its activities this year of 2018. The dissolution of its rights and liquidation were aproved in the EGM held on january 29, 2018.
(12) Although participation exceeds 50%, in accordance with the shareholders' agreement, the control is shared by Santander Corretora de Seguros (Current corporate name of Santander Participações S.A.), and Carsales.com. Investments PTY LTD (Carsales), shareholder based in Australia.
(13) Pursuant to the shareholders' agreement, the control is shared by Santander Corretora de Seguros (current corporate name of Santander Participações SA) and PSA Services LTD.
(14) In December 2017, according to the contractual change, the PSA Corretora de Seguros shareholders decided to increase its share capital in R$ 401, that way the share capital increased from R$ 500 to R$ 901, through the issuance of 400.532 new shares, which each new share has the value of R$ 1. The new shares issued were subscribed and paid at the same date, in local currency, according to the proportion of each shareholder equivalent to 50% to the company´s share capital, that is, 200.266 shares.
(15) According to its Bylaws, EBP was formed in order to carry out projects to contribute for the Brazilian economic and social development for the period of 10 years. After the conclusion of the timetable set EPB closes its activities this year of 2018. The dissolution of its rights and liquidation were approved in the EGM held on January 29, 2018.
(*) The Bank does not have collateral with associates and joint ventures.
(**) The Bank does not have contingent liabilities with significant risk of loss as possible related to investments in affiliates with joint control and significant influence.
(***) As of December 31, 2017, 2016 and 2015, the balances of Assets, Liabilities and Profit refer to 100% of the company balance sheet. There is no balance for the caption "Other Comprehensive Income" in these companies, except for the RCI Bank which recorded R$40,671 (2016 - R$5,261 and 2015 - R$0).
c) Impairment losses
No impairment losses were recognized on investments in associates and joint ventures in 2017, 2016 and 2015.
d) Other information
Details of the principal jointly controlled entities:
Banco RCI Brasil S.A.: A company incorporated in the form of corporation headquartered in Parana which is primarily engaged in the practice of leasing, credit operations, financing and investment, in order to sustain the growth of automotive brands Renault and Nissan in the Brazilian market by providing credit and leasing operations to the final client. It is a financial institution that is part of the RCI Banque Group and the Santander Group, with operations conducted as part of a set of institutions that operate in the financial market. According to the Shareholders' Agreement, the key decisions that impact this partnership are taken jointly between Banco Santander and other controllers. On July 21, 2015 the Company's transformation into a Multiple Bank was approved, with investment portfolios, leasing and credit, financing and investment and also the change of company name of Companhia de Arrendamento Mercantil RCI Brasil to Banco RCI Brasil S.A. This process was approved by Bacen on October 28, 2015. On January 29, 2016, the Companhia de Crédito, Financiamento e Investimento RCI Brasil was merged into its subsidiary Banco RCI Brasil S.A., with this process the interest previously held by RCI Brasil was transferred to Banco Santander.
Webmotors S.A.: A company incorporated in the form of private limited company with headquarters in São Paulo which is engaged in the design, implementation and / or availability of electronic catalogs, space, products, services or means of marketing products and / or services related to the automotive industry, on the Internet or other means related to e-commerce activities and other Internet uses or applications, as well as the participation in capital in other companies and the management of related business. It is a company of the Economic Conglomerate - Financial Santander (Santander Group) and Carsales.com Investments PTY LTD (Carsales), which its operations are conducted as part of a group of institutions that operate jointly. According to the Shareholders' Agreement, the key decisions that impact this partnership are taken jointly between Banco Santander and other controllers.
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Thousand of reais |
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| 2017 |
|
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| 2016 |
|
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| 2015 | |
|
| Banco RCI Brasil |
| Webmotors |
| Banco RCI Brasil |
| Webmotors |
| Banco RCI Brasil |
| Webmotors |
Current assets |
| 4,535,521 |
| 418,795 |
| 4,103,866 |
| 23,071 |
| 5,038,181 |
| 85,552 |
Non-current assets |
| 4,521,740 |
| 71,663 |
| 4,499,978 |
| 122,428 |
| 3,436,237 |
| 194,383 |
Current liabilities |
| 3,897,010 |
| 47,166 |
| 3,629,575 |
| 32,601 |
| 3,998,536 |
| 30,877 |
Non-current liabilities |
| 4,088,637 |
| 3,247 |
| 3,646,745 |
| 2,630 |
| 3,127,078 |
| 6,027 |
Cash and cash equivalents |
| 47,782 |
| 1,989 |
| 23,612 |
| 1,663 |
| 38,217 |
| 681 |
Depreciation and amortization |
| (1,600) |
| 16,353 |
| (911) |
| (12,295) |
| (3,783) |
| (9,883) |
Revenue |
| 1,315,695 |
| 127,064 |
| 1,575,550 |
| 135,242 |
| 591,810 |
| 137,947 |
Interest income |
| 1,294,119 |
| 7,178 |
| 1,368,643 |
| 28,047 |
| 1,424,211 |
| 27,854 |
Interest expense |
| (626,654) |
| - |
| (903,061) |
| - |
| (903,864) |
| (69) |
Tax Income / (expense) |
| (122,544) |
| (12,568) |
| (3,326) |
| (13,370) |
| (108,837) |
| (16,086) |
Current financial liabilities (excluding trade and other payables and provisions) |
| 3,897,010 |
| 33,320 |
| 3,629,575 |
| 31,707 |
| 3,436,699 |
| 30,110 |
Non-current financial liabilities (excluding trade and other payables and provisions) |
| 4,058,986 |
| 3,247 |
| 3,646,745 |
| 1,736 |
| 2,565,241 |
| 5,260 |