INDEPENDENT AUDITOR S REPORT 3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 6

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1 Consolidated Financial Statements Prepared in Accordance with International Financial Reporting Standards 31 December 2010

2 TABLE OF CONTENTS INDEPENDENT AUDITOR S REPORT 3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 6 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7 CONSOLIDATED STATEMENT OF CASH FLOWS 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 Consolidated FS per IFRS

3 Consolidated FS per IFRS

4 Consolidated FS per IFRS

5 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER December In thousands of Czech Crowns Note NON CURRENT ASSETS Intangible assets Property and equipment Deferred tax asset CURRENT ASSETS Factoring receivables non-recourse Financing of factoring receivables Prepayments and other assets Income tax receivable Cash at bank and on hand TOTAL ASSETS CURRENT LIABILITIES Factoring payables non-recourse and other payables Bank borrowings Accruals and other provisions EQUITY Share capital Legal reserve fund Retained earnings TOTAL LIABILITIES AND EQUITY The notes on pages 7 to 38 form an integral part of the consolidated financial statements Consolidated FS per IFRS Page 3

6 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2010 In thousands of Czech Crowns Note * Interest revenue Interest expense 14 (26 911) (42 206) Fee and commission income Fee and commission expense 15 (13 479) (14 505) Net interest and fee and commission income Allowance for impairment losses 18 ( ) (36 816) Net interest income and fee and commission income after impairment charges (25 336) Administration expenses 16 (18 239) (18 453) Staff costs 17 (20 948) (21 104) Depreciation and amortization 3, 4 (4 265) (3 808) Other operating income Other operating expenses 19 (2 133) (604) Gains less losses from financial derivatives Foreign exchange gains less losses (1 764) (LOSS) / PROFIT BEFORE INCOME TAX (63 869) Income tax credit / (expense) (5 980) (LOSS) / PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT (41 705) Other comprehensive income for the year, net of tax - - TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT (41 705) Signed on behalf of the Board on 17 March 2011 in Prague Jana Němečková Chairman of the Board Tomáš Vogl Member of the Board *Certain amounts were restated (see Note 2.3) The notes on pages 7 to 38 form an integral part of the consolidated financial statements Page 4 Consolidated FS per IFRS

7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY In thousands of Czech Crowns Note Share Legal Retained capital reserve earnings fund Total Balance as at 1 January Total comprehensive income for Transfer to Legal reserve fund (519) - Balance as at 31 December Total comprehensive loss for (41 705) (41 705) Transfer to Legal reserve fund (210) - Balance as at 31 December The notes on pages 7 to 38 form an integral part of the financial statements. Consolidated FS per IFRS Page 5

8 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2010 In thousands of Czech Crowns Note Cash flows from operating activities (Loss) / profit before tax (63 869) Adjustments for: Depreciation and amortization 3, Allowance for impairment and provisions Interest income 14 (62 054) (83 440) Interest expense Gain on disposal of property and equipment 19 - (233) Operating profit before working capital changes Decrease/(Increase) in debtors and other assets (58 335) (Decrease)/Increase in creditors and other liabilities (29 261) ( ) Cash used in / (generated from) operations (62 291) Interest income received Interest expense paid 14 (26 239) (42 206) Income taxes paid (14 596) Net cash flows used in / (generated from) operating activities (24 571) Cash flows from investing activities Proceeds from sale of property and equipment Purchase of intangible assets, property and equipment (4 651) (11 652) Net cash used in investing activities (4 651) (11 152) Cash flows from financing activities Drawing of short term borrowings 8, Repayment of short-term borrowings 10 ( ) ( ) Net cash used in financing activities ( ) ( ) Net decrease in cash and cash equivalents ( ) (28 416) Cash and cash equivalents at 1 January 8 (5 886) Cash and cash equivalents at 31 December 8 ( ) (5 886) The notes on pages 7 to 38 form an integral part of the consolidated financial statements. Page 6 Consolidated FS per IFRS

9 1 CORPORATE INFORMATION TRANSFINANCE a.s. ( the Company or the Parent ) is a joint stock company which is incorporated in the Czech Republic and which is the parent company of the Group. The registered office of the Company is located at Křižíkova 237/36a, Prague 8, Czech Republic. During the year, the principal activities of the Company were factoring services, mainly the purchase of export debts and domestic debts. The Company operates in the Czech Republic and employed an average of 32 employees in 2010 (34 in 2009). The shareholders of the Company are Intermarket Bank AG, Austria (50%) and BRE Bank SA, Poland (50%). The Company s parent company is BRE Bank SA, Warsaw, Poland. In addition BRE Bank SA owns 56.24% of shares of Intermarket Bank AG. The parent company of BRE Bank SA is Commerzbank AG, Germany which is the ultimate controlling party of the Company. The consolidated financial statements include the following subsidiary: 2009 Subsidiary Ownership/ Voting, % Country Date of incorporation Industry Date of acquisition Vartimex s.r.o. 100% Czech Republic 30 September 1996 Trading 30 September 1996 In 2009 this subsidiary entered into liquidation which was finished on 31 October 2009 when the liquidation balance of CZK 40 thousand was paid out to the Company. The subsidiary was deleted from the Commercial Register on 8 March 2010 and after that date the Company had no other subsidiaries. The consolidated financial statements of the Company and its subsidiary ( the Group ) for the year ended 31 December 2010 were authorized for issue by the Company s directors on 17 March BASIS OF PREPARATION The consolidated financial statements of the Group have been prepared on a historical cost basis in accordance with those IFRS standards and IFRIC interpretations issued and effective as at the reporting date of these statements (31 December 2010). The consolidated financial statements are presented in Czech Crowns ( CZK ) and all balances are rounded to the nearest thousand ( TCZK ) except when otherwise indicated. Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board ( IFRS ). Basis for consolidation The Company and its subsidiary maintain their books of account and prepare statements for regulatory purposes in accordance with local accounting principles. The accompanying consolidated financial statements are based on the accounting records of the Company and its subsidiary, together with appropriate adjustments and reclassifications necessary for their fair presentation, in accordance with IFRS. Page 7 Consolidated FS per IFRS

10 2 BASIS OF PREPARATION (continued) 2.1 CHANGES IN ACCOUNTING POLICIES The consolidated financial statements of the Group have been prepared in accordance with IFRS.. The following new and amended IFRS and IFRIC interpretations have been considered: (a) Standards and interpretations effective in 2010 and adopted by the Group IFRIC 17, Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009). The interpretation clarifies when and how distribution of non-cash assets as dividends to the owners should be recognised. An entity should measure a liability to distribute non-cash assets as a dividend to its owners at the fair value of the assets to be distributed. A gain or loss on disposal of the distributed non-cash assets should be recognised in profit or loss when the entity settles the dividend payable. IFRIC 18, Transfers of Assets from Customers (effective for annual periods beginning on or after 1 July 2009). The interpretation clarifies the accounting for transfers of assets from customers, namely, the circumstances in which the definition of an asset is met; the recognition of the asset and the measurement of its cost on initial recognition; the identification of the separately identifiable services (one or more services in exchange for the transferred asset); the recognition of revenue, and the accounting for transfers of cash from customers. IAS 27, Consolidated and Separate Financial Statements (revised January 2008; effective for annual periods beginning on or after 1 July 2009). The revised IAS 27 requires an entity to attribute total comprehensive income to the owners of the parent and to the non-controlling interests (previously minority interest ) even if this results in the non-controlling interests having a deficit balance (the previous standard required the excess losses to be allocated to the owners of the parent in most cases). The revised standard specifies that changes in a parent s ownership interest in a subsidiary that do not result in the loss of control must be accounted for as equity transactions. It also specifies how an entity should measure any gain or loss arising on the loss of control of a subsidiary. At the date when control is lost, any investment retained in the former subsidiary has to be measured at its fair value. IFRS 3, Business Combinations (revised January 2008; effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009). The revised IFRS 3 allows entities to choose to measure non-controlling interests using the previous IFRS 3 method (proportionate share of the acquiree s identifiable net assets) or at fair value. The revised IFRS 3 is more detailed in providing guidance on the application of the purchase method to business combinations. The requirement to measure at fair value every asset and liability at each step in a step acquisition for the purposes of calculating a portion of goodwill has been removed. Instead, in a business combination achieved in stages, the acquirer has to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss for the year. Acquisition-related costs are accounted for separately from the business combination and therefore recognised as expenses rather than included in goodwill. An acquirer has to recognise a liability for any contingent purchase consideration at the acquisition date. Changes in the value of that liability after the acquisition date are recognised in accordance with other applicable IFRSs, as appropriate, rather than by adjusting goodwill. The revised IFRS 3 brings into its scope business combinations involving only mutual entities and business combinations achieved by contract alone. Page 8 Consolidated FS per IFRS

11 2 BASIS OF PREPARATION (continued) 2.1 CHANGES IN ACCOUNTING POLICIES (CONTINUED) (a) Standards and interpretations effective in 2010 and adopted by the Group (continued) Group Cash-settled Share-based Payment Transactions - Amendments to IFRS 2, Share-based Payment (effective for annual periods beginning on or after 1 January 2010). The amendments provide a clear basis to determine the classification of share-based payment awards in both consolidated and separate financial statements. The amendments incorporate into the standard the guidance in IFRIC 8 and IFRIC 11, which are withdrawn. The amendments expand on the guidance given in IFRIC 11 to address plans that were previously not considered in the interpretation. The amendments also clarify the defined terms in the Appendix to the standard. Eligible Hedged Items Amendment to IAS 39, Financial Instruments: Recognition and Measurement (effective with retrospective application for annual periods beginning on or after 1 July 2009). The amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. Additional Exemptions for First-time Adopters - Amendments to IFRS 1, First-time Adoption of IFRS (effective for annual periods beginning on or after 1 January 2010). The amendments exempt entities using the full cost method from retrospective application of IFRSs for oil and gas assets and also exempt entities with existing leasing contracts from reassessing the classification of those contracts in accordance with IFRIC 4, 'Determining Whether an Arrangement Contains a Lease' when the application of their national accounting requirements produced the same result. Improvements to International Financial Reporting Standards (issued in April 2009; amendments to IFRS 2, IAS 38, IFRIC 9 and IFRIC 16 are effective for annual periods beginning on or after 1 July 2009; amendments to IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 36 and IAS 39 are effective for annual periods beginning on or after 1 January 2010). The improvements consist of a mixture of substantive changes and clarifications in the following standards and interpretations: clarification that contributions of businesses in common control transactions and formation of joint ventures are not within the scope of IFRS 2; clarification of disclosure requirements set by IFRS 5 and other standards for non-current assets (or disposal groups) classified as held for sale or discontinued operations; requiring to report a measure of total assets and liabilities for each reportable segment under IFRS 8 only if such amounts are regularly provided to the chief operating decision maker; amending IAS 1 to allow classification of certain liabilities settled by entity s own equity instruments as non-current; changing IAS 7 such that only expenditures that result in a recognised asset are eligible for classification as investing activities; allowing classification of certain long-term land leases as finance leases under IAS 17 even without transfer of ownership of the land at the end of the lease; providing additional guidance in IAS 18 for determining whether an entity acts as a principal or an agent; clarification in IAS 36 that a cash generating unit shall not be larger than an operating segment before aggregation; supplementing IAS 38 regarding measurement of fair value of intangible assets acquired in a business combination; amending IAS 39 (i) to include in its scope option contracts that could result in business combinations, (ii) to clarify the period of reclassifying gains or losses on cash flow hedging instruments from equity to profit or loss for the year and Consolidated Page FS per 9 IFRS

12 2 BASIS OF PREPARATION (continued) 2.1 CHANGES IN ACCOUNTING POLICIES (CONTINUED) (a) Standards and interpretations effective in 2010 and adopted by the Group (continued) (iii) to state that a prepayment option is closely related to the host contract if upon exercise the borrower reimburses economic loss of the lender; amending IFRIC 9 to state that embedded derivatives in contracts acquired in common control transactions and formation of joint ventures are not within its scope; and removing the restriction in IFRIC 16 that hedging instruments may not be held by the foreign operation that itself is being hedged. In addition, the amendments clarifying classification as held for sale under IFRS 5 in case of a loss of control over a subsidiary published as part of the Annual Improvements to International Financial Reporting Standards, which were issued in May 2008, are effective for annual periods beginning on or after 1 July Above stated amendments and interpretations did not have any significant effect on the Group s consolidated financial statements. (b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group The following standards and amendments to existing standards have been published and are mandatory for the Group s accounting periods beginning on or after 1 January 2011 or later periods, but the Group has not early adopted them. Amendment to IAS 1, Presentation of Financial Statements, (issued in May 2010 as part of the Annual Improvements to International Financial Reporting Standards). The amendment clarifies the requirements for the presentation and content of the statement of changes in equity. Reconciliation between the carrying amount at the beginning and the end of the period for each component of equity must be presented in the statement of changes in equity, but its content is simplified by allowing an analysis of other comprehensive income by item for each component of equity to be presented in the notes. IFRS 9, Financial Instruments Part 1: Classification and Measurement. IFRS 9 issued in November 2009 replaces those parts of IAS 39 relating to the classification and measurement of financial assets. IFRS 9 was further amended in October 2010 to address the classification and measurement of financial liabilities. Key features of the standard are as follows: Financial assets are required to be classified into two measurement categories: those to be measured subsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to be made at initial recognition. The classification depends on the entity s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset s contractual cash flows represent only payments of principal and interest (that is, it has only basic loan features ). All other debt instruments are to be measured at fair value through profit or loss. Consolidated Page FS per 10 IFRS

13 2 BASIS OF PREPARATION (continued) 2.1 CHANGES IN ACCOUNTING POLICIES (continued) (b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) All equity instruments are to be measured subsequently at fair value. Equity instruments that are held for trading will be measured at fair value through profit or loss. For all other equity investments, an irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value gains and losses through other comprehensive income rather than profit or loss. There is to be no recycling of fair value gains and losses to profit or loss. This election may be made on an instrument-by-instrument basis. Dividends are to be presented in profit or loss, as long as they represent a return on investment. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The key change is that an entity will be required to present the effects of changes in own credit risk of financial liabilities designated as at fair value through profit or loss in other comprehensive income. While adoption of IFRS 9 is mandatory from 1 January 2013, earlier adoption is permitted. Classification of Rights Issues - Amendment to IAS 32 (issued on 8 October 2009; effective for annual periods beginning on or after 1 February 2010). The amendment exempts certain rights issues of shares with proceeds denominated in foreign currencies from classification as financial derivatives. Amendment to IAS 24, Related Party Disclosures (issued in November 2009 and effective for annual periods beginning on or after 1 January 2011). IAS 24 was revised in 2009 by: (a) simplifying the definition of a related party, clarifying its intended meaning and eliminating inconsistencies; and by (b) providing a partial exemption from the disclosure requirements for government-related entities. IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 July 2010). This IFRIC clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished through the debtor issuing its own equity instruments to the creditor. A gain or loss is recognised in profit or loss based on the fair value of the equity instruments compared to the carrying amount of the debt. Prepayments of a Minimum Funding Requirement Amendment to IFRIC 14 (effective for annual periods beginning on or after 1 January 2011). This amendment will have a limited impact as it applies only to companies that are required to make minimum funding contributions to a defined benefit pension plan. It removes an unintended consequence of IFRIC 14 related to voluntary pension prepayments when there is a minimum funding requirement. Improvements to International Financial Reporting Standards (issued in May 2010 and effective from 1 January 2011). The improvements consist of a mixture of substantive changes and clarifications in the following standards and interpretations: IFRS 3 was amended (i) to require measurement at fair value (unless another measurement basis is required by other IFRS standards) of non-controlling interests that are not present ownership interest or do not entitle the holder to a proportionate share of net assets in the event of liquidation, (ii) to provide guidance on acquiree s share-based payment arrangements that were not replaced or were voluntarily replaced as a result of a business combination and (iii) to clarify that the contingent considerations from business combinations that occurred before the effective date of revised IFRS 3 (issued in January 2008) will be accounted for in accordance with the guidance in the previous version of IFRS 3 Page 11 Consolidated FS per IFRS

14 2 BASIS OF PREPARATION (continued) 2.1 CHANGES IN ACCOUNTING POLICIES (continued) (b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) IFRS 7 was amended to clarify certain disclosure requirements, in particular (i) by adding an explicit emphasis on the interaction between qualitative and quantitative disclosures about the nature and extent of financial risks, (ii) by removing the requirement to disclose carrying amount of renegotiated financial assets that would otherwise be past due or impaired, (iii) by replacing the requirement to disclose fair value of collateral by a more general requirement to disclose its financial effect, and (iv) by clarifying that an entity should disclose the amount of foreclosed collateral held at the reporting date and not the amount obtained during the reporting period; IAS 27 was amended by clarifying the transition rules for amendments to IAS 21, 28 and 31 made by the revised IAS 27 (as amended in January 2008); IAS 34 was amended to add additional examples of significant events and transactions requiring disclosure in a condensed interim financial report, including transfers between the levels of fair value hierarchy, changes in classification of financial assets or changes in business or economic environment that affect the fair values of the entity s financial instruments; and IFRIC 13 was amended to clarify measurement of fair value of award credits. Limited exemption from comparative IFRS 7 disclosures for first-time adopters - Amendment to IFRS 1 (effective for annual periods beginning on or after 1 July 2010). Existing IFRS preparers were granted relief from presenting comparative information for the new disclosures required by the March 2009 amendments to IFRS 7, Financial Instruments: Disclosures. This amendment to IFRS 1 provides first-time adopters with the same transition provisions as included in the amendment to IFRS 7. Disclosures Transfers of Financial Assets Amendments to IFRS 7 (issued in October 2010 and effective for annual periods beginning on or after 1 July 2011.). The amendment requires additional disclosures in respect of risk exposures arising from transferred financial assets. The amendment includes a requirement to disclose by class of asset the nature, carrying amount and a description of the risks and rewards of financial assets that have been transferred to another party yet remain on the entity's balance sheet. Disclosures are also required to enable a user to understand the amount of any associated liabilities, and the relationship between the financial assets and associated liabilities. Where financial assets have been derecognised but the entity is still exposed to certain risks and rewards associated with the transferred asset, additional disclosure is required to enable the effects of those risks to be understood. Recovery of Underlying Assets Amendments to IAS 12 (effective for annual periods beginning on or after 1 January 2012). The amendment introduced a rebuttable presumption that an investment property carried at fair value is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. SIC-21, Income Taxes Recovery of Revalued Non- Depreciable Assets, which addresses similar issues involving non-depreciable assets measured using the revaluation model in IAS 16, Property, Plant and Equipment, was incorporated into IAS 12 after excluding from its scope investment properties measured at fair value. The above stated new standards and interpretations are not expected to significantly affect the consolidated financial statements. Page 12 Consolidated FS per IFRS

15 2 BASIS OF PREPARATION (continued) 2.2 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES Estimation uncertainty The presentation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and their reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates and such differences could be material. The key assumptions and estimates concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below: Impact of the global economic crisis on the Group The financial crisis that started during 2007 has resulted in, among other things, a lower level of capital market funding, lower liquidity levels across the banking sector and very high volatility in stock markets. This financial crisis has led to a global economic recession that culminated in 2008 and In 2010 the global economy has been growing, but some industries are still significantly affected by the economic crisis. Indeed the subsequent development of the industry's economic crisis is proving to be impossible to reliably anticipate and guard against effects thereof. Management is unable to reliably estimate the impact on the Group's financial position of any further possible deterioration of the industry's economic crisis. Management believes it is taking all the necessary steps to support the sustainability and development of the Group in the current circumstances. The volume of wholesale financing has significantly fallen. Such circumstances may affect the ability of the Group to obtain new borrowings and re-finance its existing borrowings at terms and conditions similar to those applied to earlier transactions. Debtors of the Group may be affected by the lower liquidity situation which could in turn impact their ability to repay the amounts owed. Deteriorating operating conditions for debtors may also have an impact on management's cash flow forecasts and assessment of the impairment of financial and non-financial assets. To the extent that information is available, management has properly reflected the revised estimates of expected future cash flows in its impairment assessments. Allowance for impairment of non-recourse factoring receivables and financing of factoring receivables The Group regularly reviews its non-recourse factoring receivables and financing of factoring receivables to assess impairment. The Group uses its judgment to estimate the amount of any impairment loss in cases where a borrower is in financial difficulties. Management uses estimates based on historical loss experience for an assessment of the overall credit risk for financing of receivables and for the portfolio of non-recourse factoring receivables to assess the amount of potential impairment losses. If there is a high risk of loss such receivable is fully covered by allowance for impairment or, if there is a relevant collateral available, up to the receivable s carrying value amount minus the value of collateral. If subsequent course of events caused the current management estimate of collateral value to be 10% lower then a further loss of CZK thousand would arise (2009: CZK thousand). Page 13 Consolidated FS per IFRS

16 2 BASIS OF PREPARATION (continued) 2.2 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (continued) Recognition and derecognition of non-recourse factoring receivables and financing of factoring receivables Factoring receivables non-recourse and Financing of factoring receivables are connected with the factoring activities of the Group. The Group purchases receivables either with the right to return the receivable if they are not paid (recourse factoring) or without such a right (non-recourse factoring). Purchased non-recourse trade receivables are classified as Factoring receivables non-recourse. They are initially recognised at the fair value of the consideration given and are subsequently carried at amortized cost, after provision for impairment. Purchased receivables and liabilities resulting from recourse factoring are not recorded on the statement of financial position as the risks and rewards are not transferred to the Group. The Group recognises assets to the extent of factoring financing provided to clients reduced by subsequent repayments resulting from the underlying purchased recourse receivables. Factoring financing for recourse receivables is classified as Financing of factoring receivables and is initially recognised at the fair value and subsequently carried at amortized cost, after provision for impairment. Non-recourse factoring receivables and financing of factoring receivables are derecognised when the rights to receive cash flows from such a receivable have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership of such a receivable. As the Group is a member to Factors Chain International, a world-wide chain of factoring companies, part of its foreign factoring business is realised through this Chain. In order to increase collection efficiency and mitigate the risk, part of export receivables (including risk and rewards) is assigned in accordance with a bilateral contracts with the foreign factor. At the moment of assignment to the foreign factor, such a receivable is derecognized by the original exporting factor as the risk and rewards and rights to cash flows of the factored receivable were transferred to the foreign factoring company. A mirror transaction to the above mentioned scheme is Import factoring and import receivables are recognised in the consolidated statement of financial position as the risks and rewards and rights to cash flows were transferred to the Import factor. 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Subsidiaries Subsidiaries, which are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has the power to exercise control over their operations, are consolidated. Subsidiaries are consolidated line by line from the date on which control is transferred to the Group and are deconsolidated from the date on which control ceases. All 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. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group. Consolidated FS per IFRS Page 14

17 2 BASIS OF PREPARATION (continued) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Intangible assets Intangible assets are measured on initial recognition at cost. Following initial recognition, intangible assets are stated at cost less accumulated amortization and any accumulated impairment losses. The cost of intangible assets is amortized on a straight-line basis over the estimated useful life of the asset. The amortization expense on intangible assets is recognised in the consolidated statement of comprehensive income as Depreciation and amortization. The estimated useful lives of the main categories of intangible assets are as follows: Software 4-8 years Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset is reviewed at least at each reporting date. Property and equipment Property and equipment is measured on initial recognition at cost. Following initial recognition, property and equitpment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property and equipment is depreciated on a straight-line basis over the estimated useful life of the assets. The depreciation expense on property and equipment is recognised in the statement of comprehensive income as Depreciation and amortization. The estimated useful life of the main categories of property and equipment are as follows: Leasehold improvements Equipment Lower of 10 years or the life of the lease 3 6 years The asset s residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Financial assets The Group classifies its financial assets as receivables or financial assets at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date. 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 reporting date. These are classified as non-current assets. The accounting policy below describes the specific accounting of factoring receivables. Financial assets at fair value through profit or loss are financial derivatives (see Derivative financial instruments accounting policy in Note 2.3). Page 15 Consolidated FS per IFRS

18 2 BASIS OF PREPARATION (continued) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recognition and derecognition of the financial assets and liabilities The following rules apply for the recognition of the financial assets and liabilities: The Group shall recognise a financial asset or a financial liability in its consolidated statement of financial position when, and only when, it becomes a party to the contractual provisions of the instrument. The following rules apply for the derecognition of the financial assets and liabilities: The Group derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all the risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale. Financial liabilities are derecognised when they have been redeemed or otherwise extinguished. A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable, using settlement date accounting. Definition of IFRS classes of financial assets The Group s management defines classes of financial instruments while presenting together instruments of the same nature and characteristics, mainly taking into account the risk profile of such instruments. Classes are relevant for Factoring receivables non-recourse and Financing of factoring receivables. These items are divided into Domestic, Export and Import factoring classes. Provision for impairment A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation or significant delay in payments are considered as the main loss-indicators that the receivable is impaired. Management treats such receivables individualy according to type of such loss-indicator, type of business and other specific features of the receivable and uses estimates based on historical loss experience to assess the estimated recoverable amount. The amount of the impairment loss for assets carried at amortized cost is calculated as the difference between the asset s carrying amount and the present value of expected future cash flows discounted at the financial asset s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income within Allowance for impairment losses and trade receivables written-off. When a receivable is uncollectible, i.e. there is no realistic prospect of future recovery and all collaterals have been realised, it is written off against the allowance account for receivables. Such receivable is written off after all the necessary procedures (e.g. filing a lawsuit in order to recover the receivable through demand for payment, filing a distraint or bankruptcy petition, etc.) have been completed and the amount of the loss has been determined. Page 16 Consolidated FS per IFRS

19 2 BASIS OF PREPARATION (continued) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as partial collection of the debt, an improvement in the debtor s financial situation, etc.), the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the statement of comprehensive income. Also non-financial assets are regularly reviewed by the Group to assess impairment. An impairment loss is recognised for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell and value in use. Factoring payables non-recourse Factoring payables non-recourse are represented by liabilities from purchased non-recourse receivables and are recognised at the original invoiced amount of the purchased trade receivables less subsequent repayments provided by the Group. Factoring payables non-recourse are initialy recorded at fair value and subsequently at amortized cost. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks and bank overdrafts drawn with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. Derivative financial instruments In the normal course of business, the Group enters into derivative financial instruments including forwards and swaps. The Group uses derivative financial instruments to secure its currency position, it enters into forward foreign exchange transactions with clients in connection with its business activities and, at the same time, the Group enters into back-to-back forward foreign exchange transactions with the bank to cover the exposure. Such financial instruments are reported as held for trading and are initially recognised and are subsequently measured at fair value. The fair value of derivative financial instruments is determined by using valuation techniques that are based on market conditions existing at the end of each reporting period. Derivatives are carried as assets when their fair value is positive and as liabilities when it is negative. Gains and losses resulting from these instruments are included in the statement of comprehensive income as Gains less losses from financial derivatives. The Group does not apply hedge accounting. Foreign currency translation Items included in the consolidated financial statements of each of the Group s entities are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The consolidated financial statements are presented in Czech Crowns, which is the companies functional and Group s presentation currency. Consolidated Page FS 17 per IFRS

20 2 BASIS OF PREPARATION (continued) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into Czech Crowns using the year-end foreign exchange rates. All exchange differences are recorded in the statement of comprehensive income in the line Foreign exchange gains less losses. Share capital The share capital of the Company is stated at the amount recorded in the Commercial Register maintained by the Regional Court. Legal reserve fund Under Czech legislation, in the first year in which profit is generated, a joint-stock company should allocate 20% of profit after tax (however, not more than 10% of share capital) to the legal reserve fund. In subsequent years, the legal reserve fund is allocated a minimum 5% of profit after tax determined under Czech accounting standards until the fund reaches 20% of share capital. These funds can only be used to offset losses. Revenue recognition Revenue is recognised as earned to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is shown net of value-added tax, returns, rebates and discounts. The Group provides factoring financing for factored recourse and non-recourse receivables to its clients up to an agreed percentage of transferred receivables. The Group earns interest on this financing which is recognised within Interest income using the effective interest method. The Group also charges commissions for the collection of Factoring receivables non-recourse and Financing of factoring receivables. Fees and commissions are charged to customers to cover the cost of factoring services (including debt collection activities). In addition clients are charged commissions based on the number of documents handled or on frequency of sales ledger adjustments. They are based on the nominal amount of factored receivables and are recognised on a straight-line basis over the expected factoring period. They does not represent a reward for the financing of the client but a reward for services related to the administration and collection of the factored receivables and therefore they are not included in the effective interest rate calculation. Taxation and deferred taxation The tax expense for the period comprises current and deferred tax. The taxation charge is calculated in accordance with Czech regulations enacted or substantively enacted at the reporting date and is based on the profits reported in the statement of comprehensive income prepared under Czech accounting regulations after adjustments for tax purposes. Consolidated Page FS per 18 IFRS