Business Entities - A Guide to Investments in Poland

Transcription

1 Forms Related to Financial Reports PK1. General information about financial data Audited Consolidated Yes Yes No No Accounting principles Other:.. Hungarian IFRS X Other 1

2 PK2. Consolidated companies Name Equity/Registered Interest held Ratio of votes Classification 1 Capital HUF thousand (%) TVK Ingatlankezelő Kft ,00% L L INNO - COMP Kft ,00% L L Flexofol Kft TVK-Automatika Ip. Szolg. és Ker. Kft ,00% L T TVK Inter-Chemol GmbH. (ezer EUR) ,00% L L VIBA-TVK Termelő és Kereskedelmi Kft ,00% T T TVK UK Ltd. (ezer angol font) ,00% L L TVK Polisec Vagyonvédelmi Szolg. és Tanácsadó Kft ,00% L T TVK Italia S.r.l. (ezer EUR) ,00% L L TVK Erőmű Term. Szolg. Kft. (BORSOD-FLEX Kft.)* ,00% T T TVK Foglalkozásegészségügyi Kft ,00% L T Tiszai Hulladékégető Kft ,96% T T TVK -MOL-CHEM S.a.r.l. (EUR) ,00% K K Chemopetrol Termelő és Kereskedelmi Kft ,66% L T TVK Austria GmbH (EUR) ,00% L L TVK Polska Spzoo. (ezer lengyel zloty) ,00% L T TVK-Gépszerelő Szervíz és Szolgáltató Kft. (under final accounting) ,00% L T TiszaChem Kereskedelmi Kft. (under final accounting) ,00% L T Tűzoltó és Műszaki Mentő Kft ,00% T T TVK ECOCENTER Kft.* ,00% L L TVK Holding AG (ezer EUR) (under final accounting) ,00% L T Déli Autópálya Rt. E 1 Full (L); Jointly Managed (K); Associated (T); Other (E) (Classification means the method of consolidation.) Ratio of votes is always equals to the interest held. Notes: * Equity/Registered Capital reflects changes which have not yet been registered at the Court of Registry 2

3 PK3. BALANCE SHEET BALANCE SHEET (IFRS, consolidated, unaudited) Current Assets TVK Group Change HUF million HUF million % Cash Securities Receivables, net Inventories Prepayments Total Long-term assets Long-term investments Tangible, net Intangible, net Receivables Total TOTAL ASSETS Current liabilities Accounts payable Short-term debt Other current liabilities Total Current assets, net (Current assets-current liabilities) Total assets-current liabilities Long-term liabilities Long-term debt Other Minority interest Total Net Total Assets (Total assets-total liabilities) Shareholder s Equity Share capital Net profit Capital reserves Retained earnings Total

4 TOTAL LIABILITIES

5 PK4. PROFIT AND LOSS STATEMENT PROFIT AND LOSS STATEMENT (IFRS, consolidated, unaudited) TVK Group H H Change HUF million HUF million % Net Sales Other operating income Total operating revenues Raw material costs Value of material-type services Cost of goods purchased for release Services commissioned Raw material and consumables used Wages Personnel expenses Wage-contribution Personnel costs Depreciation Other operating cost Change in inventory of finished goods & work in progress Work performed by the enterprise and capitalised Total operating expenses Operating profit (EBIT) Total financial income Total financial expense Financial income, net Profit before tax, extraordinary items and minority interest Gain on discontinues operation Profit before tax and minority interest Income tax Profit before minority interest Minority interests Net profit

6 PK5. CASH-FLOW STATEMENT CASH FLOW (IFRS, consolidated, unaudited) TVK Group I. NET CASH PROVIDED BY OPERATING ACTIVITIES Operating Profit (EBIT) Depreciation Change in inventories Change HUF million HUF million % Write off and rebooking of tangible assets Gain/loss on sale of tangible assets Gain/loss on sale of subsidiaries Depreciation of tangible assets Other adjustments Increase in inventory Increase/decrease in receivables Increase/decrease in prepayments and other current assets Increase/decrease in accounts payable Increase/decrease in other liabilities I. NET CASH PROVIDED BY OPERATING ACTIVITIES II. NET CASH PROVIDED BY INVESTING ACTIVITIES Investments Cash from sale of tangible assets Net cash in connection with sale of subsidiaries Acquisition/sale of financial investments Change of loans granted and long-term bank deposits Change of short-term investments Interests and other financial income II. NET CASH PROVIDED BY INVESTING ACTIVITIES III. NET CASH PROVIDED BY FINANCING ACTIVITIES Proceedings from long-term loans Repayments of long-term loans Changes of long-term debts Other long-term liabilities Change of short-term loans Interests paid and other financial expenses Repurchase of equity III. NET CASH PROVIDED BY FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH Cash at the beginning of the year Cash at the end of the first half NET INCREASE/DECREASE IN CASH

7 PK6. Significant off-balance sheet items 1 Description Supportive declaration to HVB Bank )Hungary) as a guarantee for the loan given to TVK Inter-Chemol in an amount of EUR 1,011,000 Validity: till 30, July, 2003 Guarantee of GBP 2,000,000 to TVK UK Validity: till 31, July, 2003 (HUF) Value million million 1 Any financial liabilities of material importance in respect of financial evaluation not reflected in the balance sheet (e.g. surety, guarantees given, liabilities under lien, etc.) 7

8 Forms Related to the Structure of Shares and Ownership RS1. Ownership structure, Ratio of Holdings and Votes Description of owner Total equity Listed series 1 Beginning of the period ( ) End of the period ( ) Beginning of the period End of the period ( ) ( ) % Db % Db % Db % Db Domestic institution/company 60, , , , Foreign institution/company 32, , , , Domestic individual 0, , , , Foreign individual 0, , , , Employees senior officers Treasury shares Government held owner 4 0, , , , International Development Institutions 5 Other 0, , , , , , TOTAL If the listed series corresponds to total equity, it shall be indicated and there is no need to fill in that part of the table. If several series are listed on the BSE, please indicate the ownership structure for each. 2 Ownership ratio 3 Voting ratio If the ownership ratio and the voting ratio are identical, only the column for the ownership ratio should be filled in and submitted(published) along with mentioning that the two are the same. 4 E.g.: State Privatisation Holding Co. Ltd., Social Security, Municipality, etc. 5 E.g..: EBRD, EIB, etc. RS2. Volume (qty) of treasury shares held in the year under review 1 st of January 31 st of March 30 th of June 30th of September 31 st of December In addition to providing the figures, please indicate in this section if a 100% subsidiary holds any of the Issuer s shares. RS3. List and description of shareholders with more than 5% (at the end of the period) Name Nationality 4 Activity 5 Quantity Interest (%) 6 Remarks 7 Magyar Olaj- és Gázipari Rt. D (HU) I ,48 strategic investor CE OIL and GAS Beteiligung F (AT) I ,99 n. a. und Verwaltungs AG Borsodchem Rt. D (HU) I ,40 strategic investor Matura Vermögensverwaltung F (GE) I ,83 n. a. GmbH MKB Rt. D (HU) I ,02 financial investor 8

9 Forms Related to the Organization and Operations of the Company TSZ2. Changes in the headcount number of persons) employed by the company/group* TVK Group closing data: End of reference period Current period opening Current period closing TSZ3. Senior officers, strategic employees By the data of the Share Register as of 30 June, 2002 Members of the Board, and of the Supervisory Board Type 1 Name Position Beginning of assignment IT György Mosonyi Chairman of the Board IT Árpád Olvasó Deputy chairman of the Board End/termina tion of assignment No. of shares held member: from deputy chairman: from IT Zoltán Áldott Member of the Board IT Zalán Bács Member of the Board IT Michel-Marc Delcommune Member of the Board IT Fred Faiz Member of the Board IT Zoltán Horváth Member of the Board IT Mark William Hudson Member of the Board IT József Molnár Member of the Board CEO IT István Ulrich Member of the Board IT Dr. Béla Kelemen Member of the Board FB Dr. Ilona Bánhegyi Chairman of the Supervisory Board FB Dr. Ferenc Bánhegyi Member of the Supervisory Board FB Ildikó Keményné Újvári Employee * - - representative FB Tamás Magyar Employee representative FB Daniel James Bamfield Stewart- Member of the Roberts Supervisory Board * Confirmation 1 Board Member (IT), Supervisory Board Member (FB) 9

10 Employee in strategic position (SP) As of June 30, 2002 Type Name Position Beginning of 1 assignment End/terminati on of assignment No. of shares held SP József Molnár CEO SP Gábor Széll CFO SP András Nagy Deputy CEO Polymer Marketing and Sales SP István Csernyik Director, Polymer Business Unit employee shares SP Árpád Deák Director, Petrochemical Project Coordination SP Ágnes Kosztolányi Director, Human Resources SP Attila Kovács General director employee shares SP Dr. János Mátyás Director, Strategy and Business Development SP László Sebestyén Director, Olefin Business Unit SP Dr. Frigyes Török Director, Legal Affairs and Administration

11 Forms Related to Extraordinary Reports ST1. Extraordinary reports published in the period under review Extraordinary announcements published in H Date Place of publication Subject matter, brief summary Magyar Tőkepiac TVK Rt. sold its 25.1% share Geo Tipptex Kft. on the 29 th of December Magyar Tőkepiac TVK Rt. sold its 100% share in Ecomissio Kft on the 1 st of January Magyar Tőkepiac The change of TVK Rt. ordinary shares took place on 28 th of January Magyar Tőkepiac The shareholding of Magyar Olaj- és Gázipari Rt. who had been holding more than 5% stake - in TVK has increased to 34.48% Magyar Tőkepiac Ms Ágnes Kosztolányi was appointed to director of Human Resources from the 1 st of February Magyar Tőkepiac An ethylene supply agreement was signed with BorsodChem Rt. on the 5 th of February 2002 for the supply of 76,000 tons of ethylene in Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac Magyar Tőkepiac with the same conditions as last year. TVK Rt. acquired a 49% stake in TVK Inter-Chemol GmbH on the 28 th of February 2002 from MG Chemag AG, and became the 100% owner of the company. From the 1 st of March 2002, the Deputy CEO of Polymer Sales and Marketing is Mr András Nagy. Financial Data of TVK Rt. about the business year of TVK Rt s Annual Report for 2001 has prepared. Information about the availability for review. Announcement about the Resolutions of the Annual General Meeting held on the 26 th of April TVK Rt. acquired a 47.9% stake in TVK-Polska Sp. Z.o.o. on the 29 th of April 2002, and became the 100% owner of the company. TVK Rt. sold its 98.71% stake in TVK-ReMat Kft. on the 30 th of April TVK Rt. sold its total shareholding in S.C. Plastico S.A. through accepting a public offer which was made by FINNOE Company Ltd. On the 7 th of May 2002 the acquisition of 0.17% shareholding in TVK- Ecocenter Kft. was closed, and TVK Rt. became 100% owner of the company. On the 13 th of May 2002 TVK Rt. signed those major contracts, which ensure the establishment of the new, high-density polyethylene plant with 200 kt annual capacity TVK Rt s Stock Exchange Report for Q has prepared. Information about the availability for review Magyar Tőkepiac TVK Rt s Stock Exchange Report for Q Magyar Tőkepiac On the 31 st of May 2002 the procedure, concerning the disposal of the 100% shareholding of TVK-HIX Kft. was closed. 11