REPORT of Energomontaż Południe S.A. Supervisory Board

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1 REPORT of Energomontaż Południe S.A. Supervisory Board 1. Report on the operations of the Supervisory Board of Energomontaż Południe S.A. in 2009 including the Supervisory Board s self-evaluation. In 2009 the Supervisory Board of Energomontaż Południe S.A. operated in the following composition: In the period - from 1 January 2009 to 15 May 2009 it was composed of five persons: Sławomir Masiuk Supervisory Board Chairman Marek Wesołowski Deputy Supervisory Board Chairman, Andrzej Kowalski Supervisory Board Member, Krzysztof Radojewski Supervisory Board Member, Waldemar Tevnell Supervisory Board Member. - from 15 May 2009 to 22 September 2009 it was composed of five persons: Sławomir Masiuk Supervisory Board Chairman Marek Wesołowski Deputy Supervisory Board Chairman, Andrzej Kowalski Supervisory Board Member, Waldemar Tevnell Supervisory Board Member, Maciej Mikucki Supervisory Board Member. - from 22 September 2009 to 31 December 2009 it was composed of five persons: Sławomir Masiuk Supervisory Board Chairman Andrzej Wilczyński Deputy Supervisory Board Chairman, Marek Wesołowski Supervisory Board Member, Andrzej Kowalski Supervisory Board Member, Tomasz Woroch Supervisory Board Member. In 2009 the Supervisory Board continued previously adopted principles of its operation. Supervisory Board members carried out their inspection and supervision duties by holding meetings during which matters related to the Company s operations were discussed. The Supervisory Board s position on the reviewed matters were reflected in adopted resolutions, as well as statements of opinion formulated in matters subject to its deliberations and not requiring the adoption of resolutions. 1

2 The Supervisory Board worked collectively in implementing all obligations stemming from the Commercial Companies Code and the Company s Statute, as well as the Supervisory Board By-laws and the Best Practices of Warsaw Stock Exchange Listed Companies. The ongoing analysis and evaluation of the Company s financial results and market position, as well as the Management Board s work was the subject of each Supervisory Board meeting. In 2009 the Supervisory Board held nine meetings, during which it adopted 72 resolutions, dealing in particular with the following matters: 1) changes to the composition of the Management Board, 2) approval of the Management Board s budget for 2009 together with the investment plan for 2009, 3) selection of a certified auditor for 2009, 4) consent for the granting of financial guarantees, 5) consent for the signing of appropriate credit agreements, 6) ongoing monitoring of the Company s receivables, 7) discussion of the implementation of development investments carried out by the Company, 8) current monitoring of the implementation of strategic contracts carried out by the Company, 9) consent for the conclusion of a consortium agreement with PBG Technologia Sp. z o.o. and a subcontracting agreement for the implementation of the project Steel roof structure for the Baltic Arena stadium in Gdańsk with the Hydrobudowa Polska S.A. and Alpine Construction Polska Sp. z o.o. consortium, 10) granting consent for the conclusion of a conditional investment agreement with PBG S.A. and authorising Management Board President Andrzej Hołda and Management Board Vice President Alina Sowa to sign it, 11) granting consent for the submission of an offer for the delivery and assembly of structures in Wałbrzyskie Zakłady Koksownicze Victoria SA in Wałbrzych, 12) granting consent for the submission of an offer for building a steel structure for the Baltic Arena stadium in Gdańsk, 13) discussing and deciding in the matter of Management Board members remuneration, 14) approving changes to the Company s Organisational Scheme, 15) approving changes to the Company s Organisational By-laws, 16) approving changes to the Company s Statute, 17) discussing consolidated and non-consolidated financial results for 2008, 18) evaluating the annual financial statements and the Management Board s report on the Company s operations in 2008, 19) evaluating the consolidated annual financial statements and the Management Board s report on the Capital Group s operations in 2008, 20) evaluating the Management Board s recommendation regarding the division of profits for 2008, 21) submitting an opinion regarding the release of Management Board members from liability for the performance of their duties for 2008, 2

3 22) changes to the Audit Committee, 23) approving draft resolutions for the Company s General Meeting of Shareholders, Pursuant to the provisions of the Company s Statute and the provisions of the Commercial Companies Code, as well as the rules of corporate governance stemming from the Best Practices of Warsaw Stock Exchange Listed Companies, the Supervisory Board, pursuant to current regulations, has presented opinions regarding all matters submitted to the Company s General Meeting of Shareholders. Detailed actions undertaken by the Supervisory Board are reflected in the minutes of meetings, which are stored at the company s registered office. In performing a self-evaluation, the Supervisory Board states that the obligations and rights of the Supervisory Board have been described in the Supervisory Board s By-laws. The Supervisory Board meets the criteria of independence stemming from the Company s Statute and the Best Practices of Warsaw Stock Exchange Listed Companies. Pursuant to current regulations, the Supervisory Board appointed an Audit Committee from among its members. The composition of the Supervisory Board ensures its full competence to carry out the tasks stemming from the obligations imposed by regulations on the supervisory body, and that the good of the Company and the Shareholders is the chief aim of its operations and the decisions it makes. The matters analysed by the Supervisory Board were intended to make the management of the Company more efficient in order to maximise its financial results, the growth of its value and ensure long-term growth. In its operations, in 2009 the Supervisory Board was continuously informed about the decisions of the Company s Management Board that could significantly impact the Company s operations, as well as about the Company s financial conditions, projects being carried out and collaboration with business partners. The Supervisory Board made decisions based on materials, documents, presentations and explanations submitted by the Company s Management Board, its employees and experts invited to Supervisory Board meetings. The Supervisory Board believes that it supervised the Company s operations properly, caring in particular for the transparency of key transactions concluded by the Company. The work of the Supervisory Board was carried on efficiently, with the co-operation of all of its members. All Supervisory Board meetings were convened pursuant to the rules defined in the Supervisory Board By-laws, as a result of which in every instance the Supervisory Board was able to adopt resolutions at each of them. In making its decisions, the Supervisory Board was guided exclusively by care for the interests of the Company, and it believes that it carried out its duties imposed by the Commercial Companies Code, the Company s Statute and Supervisory Board By-laws with due diligence. 3

4 In light of the above, the Supervisory Board hereby requests that the Ordinary General Meeting of Shareholders adopt a resolution approving the report on the operation of the Supervisory Board in Report on the operations of the Audit Committee operating as part of the Supervisory Board of Energomontaż Południe S.A. General information about the Audit Committee The main tasks of the Committee is to advise the Supervisory Board on matters concerning appropriate implementation of budget and financial reporting principles in the Company, the efficacy of internal control and risk management systems within Energomontaż-Południe S.A., as well as cooperation with the Company's certified auditors. The Audit Committee of Energomontaż Południe S.A. operates pursuant to the current Audit Committee By-laws. The Audit Committee established within the Supervisory Board of Energomontaż Południe S.A. was composed of the following persons in 2009: In the period - from 1 January 2009 to 15 May 2009 it was composed of three persons: Sławomir Masiuk Audit Committee Chairman Marek Wesołowski Deputy Audit Committee Chairman, Krzysztof Radojewski Audit Committee Secretary, - from 15 May 2009 to 8 September 2009 it was composed of three persons: Sławomir Masiuk Audit Committee Chairman Marek Wesołowski Deputy Audit Committee Chairman, Andrzej Kowalski Audit Committee Secretary, - from 8 September 2009 to 31 December 2009 it was composed of three persons: Sławomir Masiuk Audit Committee Chairman Tomasz Woroch Deputy Audit Committee Chairman, Andrzej Kowalski Audit Committee Secretary. Audit Committee operations in 2009: In 2009 the Audit Committee held three meetings, at which it continued previously accepted methods of operation, consisting mainly of work in work sessions. The Audit Committee fulfilled its obligations stemming from the Audit Committee By-laws by 4

5 advising the Supervisory Board, including on issues related to the appropriate implementation of budget and financial reporting principles, as well as internal control within the Energomontaż Południe S.A. Capital Group. In 2009 the Audit Committee discussed the following matters at its meetings: 1) monitored the work of the Company s certified auditors and presented a recommendation with regard to the selection and remuneration of the Company s certified auditors to the Supervisory Board, 2) reviewed the Company s consolidated and non-consolidated, periodic and annual financial statements, concentrating in particular on conformance with current accounting regulations, 3) discussed all problems and reservations that could stem from the review of financial statements, 4) analysed a letter to the Management Board prepared by the Company s certified auditors, evaluated the independence and objectivity of the audit performed by them and the Management Board s replies, 5) carried out periodic analyses and reviews of the current order portfolio and submitted offers, 6) analysed the value of the provisions created in 2009, 7) analysed the value of the write-downs established in 2009, 8) analysed the implementation of the budget for The subject of each meeting of the Audit Committee and a fixed point of the agenda was the analysis and evaluation of the Company s current financial results and market position, as well as the analysis of the order portfolio and submitted offers. The Audit Committee systematically analysed financial control mechanisms in the Company, in particular with regard to forex risk. The Audit Committee of Energomontaż Południe S.A. believes that it carried out its duties pursuant to the provisions of law currently in force, as well as the principles set out in the Audit Committee By-laws. 3. Summary evaluation of the Company s condition in 2009 In the Supervisory Board s opinion, in 2009 the Company and its Capital Group sought to generate a profit and carried out actions intended to systematically increase its value and constantly strengthen its competitive position on the market. Despite the difficult situation on the market, the Company has systematically achieved its operating goals and met its financial forecasts. The most important corporate events in 2009 included the establishment of a strategic alliance with PBG S.A. As a result of the agreement between shareholders, a new investor acquired more than a quarter of the shares in the Company s increased share capital. Investments in fixed and other assets, in particular in acquiring or taking up shares or ownership interests in companies operating in the power industry, will be made by PBG S.A., with Energomontaż-Południe participating as the lead company. The share issue significantly 5

6 strengthened Energomontaż Południe S.A. in terms of capital. As a result of the capital operation, the company s image has improved - the Company gained an industry investor. The area of Energomontaż-Południe S.A.'s operations is the Polish and international construction market for the power sector and industry. The Company's position in the industry is well established. In 2009, almost 66 per cent of its sales went to the domestic market, while the other 34 per cent constituted foreign sales. The German power market was the dominant one for foreign sales, constituting almost 95 per cent of the Company's export value. In 2009 there was a more than threefold increase in foreign sales as compared with the previous year. In 2009 Energomontaż Południe S.A. made total investment outlays of PLN 22,797,000. Also in 2009, implementation work conducted on commissioning an integrated management IT system, which will make the decision-making process more efficient and will facilitate management. The effectiveness of the Company s operations in 2009 is reflected in the financial results it has generated, both in consolidated and non-consolidated terms, i.e.: Non-consolidated results: - balance sheet as at 31 December 2009 with a balance sheet value of PLN 461,892, (four hundred sixty-one million eight hundred ninety-two thousand eight hundred twenty-four and 7/100 zlotys), - profit and loss statement indicating a net profit of PLN 22,306, (twenty-two million three hundred six thousand four hundred ninety-six and 32/100 zlotys), - cash flow statement indicating a cash increase during financial year 2009 by the amount of PLN 11,650, (eleven million six hundred fifty thousand four hundred eight and 19/100 zlotys), - a statement of changes in equity showing an increase over 2009 by an amount of PLN 98,840, (ninety-eight million eight hundred forty thousand five hundred seventy-three and 90/100 zlotys). Consolidated results: - consolidated balance sheet as at 31 December 2009 with a balance sheet value of PLN 499,677, (four hundred ninety-nine million six hundred seventy-seven thousand two hundred twenty-two and 1/100 zlotys), - consolidated comprehensive income statement indicating a net profit of PLN 14,330, (fourteen million three hundred thirty thousand nine hundred eighty-eight and 59/100 zlotys), - consolidated cash flow statement indicating a cash increase during financial year 2009 by the amount of PLN 14,097, (fourteen million ninety-seven thousand seven hundred ninety-two and 24/100 zlotys), - consolidated statement of changes in equity showing an increase over financial year 2009 by an amount of PLN 85,806,443,76 (eighty-five million eight hundred six thousand four hundred forty-three and 76/100 zlotys). 6

7 In the opinion of the Supervisory Board, Energomontaż Południe S.A. is a company with high growth and production potential. Actions taken by the Management Board in 2009 show that the right direction was taken in management and the correct use of the Company s potential. The Supervisory Board has positively evaluated the Company s operations and the work of the Company s Management Board, in particular taking into consideration the Company s satisfactory sales results, positive financial results and appropriate financial structure, as shown by the achieved financial indicators. 4. Report submitted pursuant to the requirements of Article 382 par. 3 of the Commercial Companies Code Acting pursuant to Article 382 par. 3, the Supervisory Board hereby declares that it has carried out an analysis of the documents submitted by the Management Board, i.e. the annual financial statements for financial year 2009, the Management Board s report on the Company s operations in financial year 2009, the consolidated financial statements of the Energomontaż Południe S.A. Capital Group for 2009 and the report on the operations of the Energomontaż Południe S.A. Capital Group in 2009, as well as the Management Board s recommendation with regard to the division of profits. The Supervisory Board of the Company has also acquainted itself with the report and opinion of the Company s Certified Auditor, who audited the Company s consolidated and non-consolidated financial statements for The opinions presented in the Management Board s reports and the opinion of the Certified Auditor made it possible for the Supervisory Board to positively evaluate the Company s and Energomontaż Południe S.A. Capital Group s condition. The conducted analysis shows that the economic and financial situation of Energomontaż Południe S.A. at the end of 2009 was good, and provided a basis for the Company s continued strong growth. The Supervisory Board of Energomontaż Południe S.A. finds that: 1. The Company s financial statements for 2009: accurately and clearly present all information which is significant for assessing the assets and financial situation of Energomontaż-Południe S.A. as at 31 December 2009, as well as its financial result for the financial year running from 1 January 2009 to 31 December 2009, were drawn up correctly in all material respects, i.e. in accordance with the accounting rules (policy) provided by the International Accounting Standards, the International Financial Reporting Standards and related interpretations published in the form of 7

8 regulations of the European Commission, as well as with regard to issues not regulated by those standards in accordance with the requirements of the Accountancy Act and executive regulations issued on the basis thereof, present data in accordance with the requirements of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities and on conditions for finding information required by the provisions of law of a country that is not a Member State to be equivalent, dated 19 February 2009 (Journal of Laws of 2009, No. 33, item 259, as amended), comply with the provisions of law relating to the content of financial statements and the provisions of the Company s Statute. 2. The Management Board s report on the Company s operations in 2009: accurately and correctly reflects the business activities that took place in the Company in 2009 and the Management Board s actions in this period, covers the subjects required by the provisions of law currently in force, contains information conforming to the information included in the financial statements. 3. The consolidated financial statements of the Energomontaż-Południe S.A. Capital Group for 2009: accurately and clearly present all information which is significant for assessing the assets and financial situation of the Energomontaż-Południe S.A. capital group as at 31 December 2009, as well as its financial result for the financial year running from 1 January 2009 to 31 December 2009, were drawn up correctly in all material respects, i.e. in accordance with the accounting rules (policy) provided by the International Accounting Standards, the International Financial Reporting Standards and related interpretations published in the form of regulations of the European Commission, as well as with regard to issues not regulated by those standards in accordance with the requirements of the Accountancy Act and executive regulations issued on the basis thereof, presents data in accordance with the requirements of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities and the conditions for finding information required by the provisions of law of a country that is not a Member State to be equivalent, dated 19 February 2009 (Journal of Laws of 2009, No. 33, item 259, as amended), comply with the provisions of law relating to the content of consolidated financial statements. 4. The consolidated financial statements of the Energomontaż-Południe S.A. capital group for 2009: 8

9 accurately and correctly reflects the business activities that took place in the Capital Group in 2009 and actions taken in this period, the amounts and information drawn from the consolidated financial statements included in the report on the Capital Group s operations are in conformance with it. Moreover, the Supervisory Board states that the above-mentioned documents were prepared in accordance with the factual status, based on correctly maintained accounting books. After acquainting itself with the financial statements, the Management Board s report on the Company s and Energomontaż Południe S.A. Capital Group s operations in 2009 and based on its own findings and conclusions, the Supervisory Board recommends that the Ordinary General Meeting of Shareholders approve the annual financial statements for financial year 2009, the Management Board s report on the Company s operations in financial year 2009, the consolidated financial statements of the Energomontaż Południe S.A. Capital Group for 2009 and the report on the Energomontaż Południe S.A. Capital Group s operations in Evaluation of the Management Board s recommendation regarding the division of profits. The Supervisory Board positively evaluates the Management Board s recommendation contained in Resolution No. 181/2010 of 17 May 2010 of dividing the net profit for 2009 as follows: a.) PLN 17,338, of the net profit to be assigned to supplementary capital, b.) PLN 4,968, of the net profit to be assigned to reserve capital and designated for the payment of a dividend in the future. The Supervisory Board recommends that the Ordinary General Meeting of Shareholders designate the net profit for 2009 in accordance with the above indication. The Supervisory Board recommends that the Ordinary General Meeting of Shareholders of Energomontaż Południe S.A. approve, in a resolution, the method of division/designation of the net profit generated on operations in

10 Signatures: Supervisory Board Chairman Sławomir Masiuk Sławomir Masiuk Deputy Chairman Supervisory Board Member Andrzej Wilczyński Andrzej Wilczyński Marek Wesołowski Marek Wesołowski Supervisory Board Member Andrzej Kowalski Andrzej Kowalski Supervisory Board Member Tomasz Woroch Tomasz Woroch 10

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