Opinion and Report of the Independent Auditor

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1 Marvipol S.A. Capital Group Opinion and Report of the Independent Auditor Financial Year ended 31 December 2012

2 CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. ul. Nowy Świat Warszawa tel.: faks: INDEPENDENT AUDITOR S OPINION To the Shareholders and Supervisory Board of Marvipol S.A. We have audited the attached consolidated financial statements of Marvipol S.A. Capital Group ( the Capital Group ) with Marvipol S.A. with its registered office in Warsaw, 32 Prosta Street acting as its Parent Company ( the Parent Company ), including consolidated balance sheet prepared as of 31 December 2012, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement for the period from 1 January 2012 to 31 December 2012 and explanatory information. Preparation of these consolidated financial statements is the responsibility of the Management of the Parent Company. Management of the Parent Company and members of the Supervisory Board or another body supervising the Parent Company is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Accounting Act dated 29 September 1994 (Official Journal from 2009, No. 152, item 1223, with later amendments) ( the Accounting Act ). Our responsibility, based on our audit, is to express an opinion on these consolidated financial statements and whether the consolidated financial statements are prepared in accordance with the accounting principles determined by the Capital Group's accounting policy and give a true and fair view of all the information essential for evaluating the economic and financial position and financial result of the Capital Group. Our audit of consolidated financial statements was performed in accordance with: 1) Section 7 of the Accounting Act, 2) National Standards on Auditing issued by the National Board of Certified Auditors in Poland. Our audit of the consolidated financial statements was planned and performed in such a way as to obtain reasonable basis for expressing an opinion on the consolidated financial statements. Our audit included in particular verification of correctness of the accounting principles applied by the Parent Company and its subsidiaries, and examining, largely on a test basis, source of the data and information included in the consolidated financial statements, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Spółka zarejestrowana w Sądzie Rejonowym dla m.st. Warszawy w Warszawie, XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: NIP: REGON:

3 In our opinion, the audited consolidated financial statement in all material aspects: a) give a true and fair view of all the information essential for evaluating the economic and financial position of the audited Capital Group as of 31 December 2012 and its financial result for the financial year from 1 January to 31 December 2012, b) were prepared in accordance with International Accounting Standards, International Financial Reporting Standards, and related interpretations published in form of decrees of the European Committee; and where those standards are not applicable in accordance with the Accounting Act and related laws and regulations; and based on properly kept accounting records, c) were prepared in form and content complying with the law requirements applicable to the Capital Group. Without qualifying our opinion we draw attention to the fact that as of 31 December 2012 the Capital Group disclosed short term liabilities amounting to PLN 346,752 thousand and has low liquidity ratios. As described in note 32 of Explanatory information (paragraph Liquidity risk ) the Capital Group s Management Board performed an analysis of risks relating to going concern ability of the Capital Group. In light of this analysis going concern ability of the Capital Group inter alia depends on realisation of sales of apartments in assumed volume and value, and access to external sources of financing on sufficient level. The consolidated financial statements were prepared under the assumption that the Capital Group will continue as a going concern during 12 months from the date of preparation of these consolidated financial statements. The Management Report on the Capital Group s activities is complete in the meaning of Article 49 clause 2 of the Accounting Act, and with the Decree of the Ministry of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities (Official Journal from 2009, No 33, item 259, with later amendments), and consistent with the underlying information disclosed in the audited consolidated financial statements. Signed on the Polish original... Certified auditor Krzysztof Wasilewski CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. Entity entitled to audit financial statements entered under number 3767 on the list kept by the National Board of Certified Auditors Warsaw, 20 March

4 Marvipol S.A. Capital Group Report on the consolidated financial statements audit Financial Year ended 31 December 2012

5 Contents I. GENERAL INFORMATION 4 1. Identification data and general information about the Capital Group and the Parent Company Parent Company name, legal form, and registered office Scope of activities of the Parent Company Legal basis of operation of the Parent Company Tax Office and Provincial Statistical Office registration of the Parent Company Share capital of the Parent Company Management of the Parent Company Information on entities included in the Capital Group Information on audit of financial statements of the entities included in the Capital Group 6 2. Prior period consolidated financial statements 7 3. Identification data and information about the Auditor Entity entitled to audit financial statements Chartered accountant responsible for audit Information about audit agreement, dates of work, and independence 7 II. ANALYTICAL PART 8 1. Financial data of the Capital Group Consolidated balance sheet Consolidated statement of comprehensive income 9 2. Analysis of the financial data 10 III. DETAILED INFORMATION Scope of audit work Basis for preparation of the consolidated financial statements Accounting standards and financial year of the Capital Group 12 2

6 4. Information on consolidation documentation Explanatory information to the consolidated financial statements, and Management Report on the Capital Group s activities Information on the opinion of the independent auditor 13 3

7 I. GENERAL INFORMATION 1. Identification data and general information about the Capital Group and the Parent Company 1.1. Parent Company name, legal form, and registered office Marvipol S.A. 32 Prosta Str Warsaw During 2012 the Parent Company changed its address. Previous address of the Parent Company was: 3A Stawki Str Warsaw 1.2. Scope of activities of the Parent Company In accordance with the Parent Company s articles of association its scope of activities mainly includes: development and sales of real estate property, car wash, property management services, rental of property on own account, accounting services Legal basis of operation of the Parent Company The Parent Company was established as a result of conversion into joint-stock company its legal predecessor Marvipol Sp. z o.o. which was established on 17 May The conversion was based on resolution of shareholders of Marvipol Sp. z o.o. dated 9 January Marvipol S.A. was registered on 15 February 2006 in District Court for the Capital City Warsaw in Warsaw, XII Commercial Department of the National Court Register under registration number KRS The Parent Company was established for an indefinite period and operates under the terms of its articles of association dated 9 January Tax Office and Provincial Statistical Office registration of the Parent Company Tax Identification Number (NIP): Statistical Number (REGON): Share capital of the Parent Company The registered share capital of the Parent Company as at 31 December 2012 amounted to PLN 7,384,680 and was divided into 36,923,400 shares with a nominal value of PLN 0.20 each. 4

8 The shareholder structure of the Parent Company as at 31 December 2012 was as follows: Name of the Shareholder Number of shares Nominal value of shares (in PLN) Voting rights (in %) Type of shares Mariusz Wojciech Książek ,23% ordinary Cosinda Holdings Limited (Cypr)* ,97% ordinary Marvipol S.A ,20% ordinary Others< 5% ,60% ordinary ,00% * A Subsidiary controlled by Mr Mariusz Wojciech Książek who holds 100% of interests in that company Marvipol S.A. is the Parent Company of the Marvipol S.A. Capital Group and prepares the consolidated financial statements Management of the Parent Company Head function of the Parent Company is performed by the Management Board. As of 31 December 2012 the Management Board comprised of: Mariusz Książek Sławomir Horbaczewski Tomasz Wajsgerber - President of the Management Board, - Vice President of the Management Board, - Member of the Management Board. On 9 August 2012 Mr Andrzej Nizio resigned from the position of President of the Management Board. On the same day Mr Mariusz Książek and Mr Andrzej Nizio executed their rights of the Parent Company s founders and appointed Mr Mariusz Książek to this position Information on entities included in the Capital Group As of 31 December 2012, the Marvipol S.A. Capital Group included the following entities: Marvipol S.A. Parent Company, Zielona Italia Sp. z o.o. (earlier Melody Park Sp. z o.o.) 100% subsidiary, Marvipol Development Sp. z o.o. 100% subsidiary (Marvipol S.A. owns 0.21% of shares in this entity, remaining 99.79% is owned by Prosta 32 Sp. z o.o. 100% subsidiary of Marvipol S.A.), Mokotów Park Sp. z o.o. 100% subsidiary, Prosta 32 Sp. z o.o. 100% subsidiary, Marvipol TM Sp. z o.o. 100% subsidiary, JLR Polska Sp. z o.o. 100% subsidiary, JLR Centrum Sp. z o.o. 100% subsidiary, JLR Gdańsk Sp. z o.o. 100% subsidiary, JLR Łódź Sp. z o.o. 100% subsidiary, Caterham Polska Sp. z o.o. 100% subsidiary, AML Polska Sp. z o.o. 100% subsidiary, 5

9 M Automotive Sp. z o.o. 100% subsidiary, Lotus Warszawa Sp. z o.o. 100% subsidiary, Robo Wash Sp. z o.o. (earlier Marvipol Capital Sp. z o.o.) 100% subsidiary, Marvipol Property Sp. z o.o. 100% subsidiary (Marvipol S.A. owns 0% of shares in this entity, 100% is owned by P.Z.-BUD Sp. z o.o. 100% subsidiary of Marvipol S.A.), P.Z.-BUD Sp. z o.o. 100% subsidiary, JLR Warszawa Sp. z o.o. 100% subsidiary, Marvipol Estate Sp. z o.o. 100% subsidiary, Le City Sp. z o.o. 100% subsidiary, The City Sp. z o.o. 100% subsidiary, City Expansion Sp. z o.o. 100% subsidiary. All the above entities are included in the consolidated financial statements of the Capital Group prepared for the period from 1 January 2012 to 31 December 2012 applying full consolidation method Information on audit of financial statements of the entities included in the Capital Group We have audited the financial statements of the Parent Company prepared for the period from 1 January 2012 to 31 December 2012 and on 20 March 2013 we issued an unqualified opinion on these financial statements. We have audited the financial statements of the listed below subsidiaries included in the Capital Group prepared for the period from 1 January 2012 to 31 December Information on the opinions issued is included in the table below: Name of subsidiary Date of opinion Type of opinion Zielona Italia Sp. z o.o. (earlier Melody Park Sp. z o.o.) 20 March 2013 unqualified Marvipol Development Sp. z o.o. 1 March 2013 unqualified Mokotów Park Sp. z o.o. 1 March 2013 unqualified Prosta 32 Sp. z o.o. 1 March 2013 unqualified Marvipol TM Sp. z o.o. 1 March 2013 unqualified JLR Polska Sp. z o.o. 28 February 2013 unqualified JLR Centrum Sp. z o.o. 28 February 2013 unqualified JLR Gdańsk Sp. z o.o. 28 February 2013 unqualified JLR Łódź Sp. z o.o. 28 February 2013 unqualified Caterham Polska Sp. z o.o. 28 February 2013 unqualified AML Polska Sp. z o.o. 28 February 2013 unqualified M Automotive Sp. z o.o. 28 February 2013 unqualified Lotus Warszawa Sp. z o.o. 28 February 2013 unqualified Robo Wash Sp. z o.o. (earlier Marvipol Capital Sp. z o.o.) 1 March 2013 unqualified Marvipol Property Sp. z o.o. not audited not applicable P.Z.-BUD Sp. z o.o. 1 March 2013 unqualified JLR Warszawa sp. z o.o. 28 February 2013 unqualified Marvipol Estate Sp. z o.o. not audited not applicable Le City Sp. z o.o. not audited not applicable The City Sp. z o.o. not audited not applicable City Expansion Sp. z o.o. not audited not applicable 6

10 2. Prior period consolidated financial statements The consolidated financial statements of the Marvipol S.A. Capital Group for the prior financial year ended 31 December 2011 were audited by CSWP Audyt Sp. z o.o. and on 9 March 2012 received an unqualified opinion. The General Shareholders Meeting of the Parent Company on 4 April 2012 approved the consolidated financial statements. The consolidated financial statements were submitted to the Registry Court on 11 April 2012 and were published in Monitor Polski B No on 20 June The closing balances as at 31 December 2011 have been properly recorded as the opening balances of the audited year. 3. Identification data and information about the Auditor 3.1. Entity entitled to audit financial statements CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. ul. Nowy Świat Warszawa NIP: REGON: KRS: The Company registered in District Court for the Capital City Warsaw in Warsaw, XII Commercial Department of the National Court Register. CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. is entered in the register of entities authorised to audit financial statements under number Chartered accountant responsible for audit Krzysztof Wasilewski, Certified auditor nr Information about audit agreement, dates of work, and independence Basis for audit of the consolidated financial statements of the Capital Group is an agreement dated 28 May CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. was approved as the auditor based on Supervisory Board decision of the Parent Company dated 11 May The consolidated financial statements were audited in the Parent Company s premises during the following time periods: from 3 to 7 December 2012 interim audit, from 7 February to 20 March 2013 final audit. CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k., chartered accountant responsible for audit and other persons involved in the audit of consolidated financial statements of the Capital Group fulfil independence requirements as required by Article 56 clause 3 and 4 of the Act of Certified Auditors and Public Supervision. 7

11 II. ANALYTICAL PART 1. Financial data of the Capital Group 1.1. Consolidated balance sheet percentage percentage in PLN of total in PLN of total thousand assets thousand assets Assets Non-current assets Property, plant and equipment Intangible assets Perpetual usufruct of land Investment property Asset relating to the refund of costs of guarantee repairs Other non-current receivables Other non-current investments Deferred tax assets Total non-current assets Current assets Inventories Income tax receivables Trade and other receivables Asset relating to the refund of costs of guarantee repairs Cash and cash equivalents Total current assets Total assets percentage percentage in PLN of total in PLN of total thousand assets thousand assets Equity and liabilities Equity Share capital Supplementary capital Capital reserve Own shares (766) - (8 740) (1) Retained profits Equity Minority interests Total equity Liabilities Bank loans liabilities Finance lease liabilities Other liabilities Deferred tax provision Provisions Bonds liabilities Total non-current liabilities Bank loans liabilities Finance lease liabilities Income tax liabilities Trade and other payables Deferred income Provisions Bonds liabilities Total current liabilities Total liabilities Total equity and liabilities

12 1.2. Consolidated statement of comprehensive income in PLN thousand percentage of total sales in PLN thousand percentage of total sales Continuing operations Sales revenue Other operating revenue Depreciation (3 276) (1) (2 923) (1) Cost of materials and energy consumed (5 091) (1) (4 212) (1) External services (94 359) (27) (78 238) (25) Costs of employee benefits (16 900) (5) (16 998) (5) Value of goods and services sold ( ) (57) ( ) (59) Other operating costs (19 028) (6) (27 993) (9) Investment profits Profit (loss) on operating activities Finance costs (14 052) (4) (9 507) (3) Profit (loss) before taxation Income tax (4 713) (1) (11 560) (4) Net profit (loss) from continuing operations Net profit (loss) Total comprehensive income

13 2. Analysis of the financial data 1. Return on sales net profit x 100% 5,0% 15,4% 8,6% net sales revenues 2. Return on equity net profit x 100% 8,9% 34,8% 25,1% equity - net profit 3. Return on assets net profit x 100% 2,1% 7,2% 6,3% total assets 4. Inventory turnover inventory x 365 days 665 days 527 days 283 days net revenues 5. Debtors' days trade receivables x 365 days 35 days 34 days 33 days net revenues 6. Creditors' days trade liabilities x 365 days 79 days 73 days 88 days net revenues 7. Debt ratio liabilities and provisions for liabilities x 100% 74,8% 72,1% 68,5% total equity and liabilities 8. Current ratio current assets 2,0 3,4 1,7 current liabilities 9. Quick ratio current assets - inventories 0,2 0,6 0,6 current liabilities - deferred income The net profit of the Capital Group decreased as compared to the prior year mainly due to recognition of a gain on a bargain purchase of a development business in This transaction had a one-off nature and resulted in significant improvement of profitability ratios in The gain on the mentioned transaction was presented in the prior year s consolidated statement of comprehensive income as Other operating revenue. In 2012 a number of factors partially compensated the above described fact, and consequently, mitigated deterioration of profitability ratios as compared to the prior year. The Capital Group increased revenues on sales of apartments, cars and spare parts. Moreover, in the consolidated statement of comprehensive income for 2012 for first time appeared material revenues relating to office space rental in Prosta Tower building. Finally, the Capital Group realised profits on sale of real estate property located in Warsaw, Stawki 3A Str., and sale of Robo Wash Center trade mark. 10

14 Further deterioration of inventory turnover results from material increase of inventories balance reflecting costs incurred on development projects in progress. Fluctuations of this ratio are mainly attributable to irregular sales revenues which is typical for development market due to specific method of revenue recognition when the apartments are granted to clients. Debtors days and creditors days remain on similar level as compared to the prior year. Further deterioration of debt ratio as compared to the prior year results from significant increase of liabilities relating to new credits received and bonds issued in the audited year. The funds obtained from these sources were mainly used for covering current costs of development projects. Deterioration of current ratio and quick ratio as compared to the prior year is mainly attributable to increase of short term liabilities due to the following reasons: reclassification of significant part of bonds liabilities from long term to short term liabilities reflecting their maturity dates in 2013, increase of deferred income relating to the on-going sales of following stages of Apartamenty Mokotów Park development project, and Zielona Italia and Bielany Residence development projects, and higher balance of trade liabilities connected with current expenses of development projects. Sales of inventories relating to apartments development sector presented as current assets in the consolidated balance sheet are actually realised within periods longer than 12 months after the yearend, due to relatively long completion period of development projects. As of 31 December 2012 and 31 December 2011 percentage of this kind of inventories in the entire balance of inventories amounted to 94% and 88% respectively. On the other hand deferred income reflects actual payments received from clients which signed preliminary agreements relating to purchase of apartments. Considering these facts, also quick ratio has been analysed to give better view on the Capital Group liquidity. This ratio is calculated excluding inventories from current assets and deferred income from short term liabilities. 11

15 III. DETAILED INFORMATION 1. Scope of audit work The audit was conducted for the Shareholders and Supervisory Board of Marvipol S.A. seated in Warsaw, 32 Prosta Str. The consolidated financial statements comprise of the consolidated balance sheet prepared as of 31 December 2012, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement for the period from 1 January 2012 to 31 December 2012 and explanatory information. The scope of the audit work has not been limited in any way, and the Parent Company s Management provided all statements, explanations, documents and information required by the auditor. 2. Basis for preparation of the consolidated financial statements The consolidated financial statements have been prepared in accordance with International Accounting Standards, International Financial Reporting Standards, and related interpretations published in form of decrees of the European Committee; and where those standards are not applicable in accordance with the Accounting Act and related laws and regulations. 3. Accounting standards and financial year of the Capital Group All entities included in the Capital Group apply the accounting principles (policy) adopted by the Management Board in appropriate and consistent manner. All entities included in the Capital Group prepared financial statements for the period from 1 January 2012 to 31 December Information on consolidation documentation The Management Board of the Parent Company has provided complete and appropriate consolidation documentation including: financial statements of all entities included in the Capital Group, specification of all adjustments and eliminations made for consolidation, necessary for the preparation of the consolidated financial statements, especially including the acquisition value of shares held by the Parent Company in the subsidiaries and the portion of the net assets of the subsidiaries corresponding to the interest held by the Parent Company in these entities, mutual receivables and liabilities, revenues and expenses related to transactions between the entities included in consolidation, and eliminations of unrealised profits from transactions between the entities included in consolidation and dividends, calculation of goodwill. 12

16 5. Explanatory information to the consolidated financial statements, and Management Report on the Capital Group s activities Based on our audit we conclude that in all material aspects the Capital Group presented correctly and completely explanatory information to the consolidated financial statements and the Management Report on the Capital Group s activities. The explanatory information to the consolidated financial statements should be read in conjunction with the consolidated financial statements taken as a whole. 6. Information on the opinion of the independent auditor Based on our audit of the consolidated financial statements of the Capital Group as at and for the year ended 31 December 2012, we have issued an unqualified opinion with the following emphasis of matter: Without qualifying our opinion we draw attention to the fact that as of 31 December 2012 the Capital Group disclosed short term liabilities amounting to PLN 346,752 thousand and has low liquidity ratios. As described in note 32 of Explanatory information (paragraph Liquidity risk ) the Capital Group s Management Board performed an analysis of risks relating to going concern ability of the Capital Group. In light of this analysis going concern ability of the Capital Group inter alia depends on realisation of sales of apartments in assumed volume and value, and access to external sources of financing on sufficient level. The consolidated financial statements were prepared under the assumption that the Capital Group will continue as a going concern during 12 months from the date of preparation of these consolidated financial statements. Signed on the Polish original... Certified auditor Krzysztof Wasilewski CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. Entity entitled to audit financial statements entered under number 3767 on the list kept by the National Board of Certified Auditors Warsaw, 20 March

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