SYGNITY S.A. CAPITAL GROUP

Transcription

1 SYGNITY S.A. CAPITAL GROUP ADJUSTED ABBREVIATED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDING ON 30 SEPTEMBER AND 30 SEPTEMBER DRAWN UP IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS

2 Consolidated quarterly financial statements as of Table of contents Management board s commentary on the financial statements for the third quarter of 3 Interim consolidated profit and loss account 5 Interim consolidated balance sheet 6 Interim consolidated statement of changes in shareholders equity 8 Interim consolidated cash flow statement 10 Notes on the interim consolidated cash flow statement 11 Notes on the abbreviated consolidated financial statements 12 Stand-alone financial statements of the parent company

3 Consolidated quarterly financial statements as of Management board s commentary on the financial statements for the third quarter of Taking into consideration an order portfolio exceeding PLN 1 billion, as well the perspectives for the signing of subsequent contracts with Clients, the Management Board forecasts that the Sygnity Group in Q4 will generate revenues of PLN 428 million and operating profits of PLN 33 million. This will mean an increase in operating profits compared to Q4. Data in PLN Q4 Q4 Sygnity Group Sygnity Group Sales revenues ,2 Operating profits (loss) 33 (7.5) Operating expenses Q3 first effects of restructuring Data in PLN 000 Q3 Q3 Proforma (ComputerLand Group + Sygnity Group Emax Group) Sales revenues Operating profits (loss) of which (54 579) Total disbursements: (36 917) none Depreciation of intangible assets arising from merger of Sygnity Group with Emax (4 632) none Group Restructuring non-cash disbursements (6 438) none Restructuring - cash disbursements (9 616) none Restructuring of projects (16 231) none EBIT (17 662) Net profit/loss (50 077) On 29 September, the Company s Management Board presented their restructuring plan. The restructuring program of the Capital Group should reduce operating costs by as much as PLN 75 million during the course of a full year. The expected impact on year 2008 EBIT should reach per cent of expected annual savings. During Q3, the Group, in conjunction with the restructuring program underway, has created a reserve of PLN 32.3 million. Cash disbursements amounting to PLN 9.6 million are related to severance payments made to employees and former Company Management Board members. In addition, non-cash disbursements amounting to PLN 22.7 million are associated with the winding up of unprofitable products lines, the restructuring of certain projects, as well as revaluation disbursements of certain receivables. Supplementary depreciation write-offs of intangible assets associated with the settlement of the transaction associated with the acquisition of Emax amount to PLN 4.6 million. The aggregate value of disbursements (PLN 36.9 million) significantly decreased EBIT generated by the Group during Q3. During Q3, the Company implemented a new motivation system for the execution departments. Furthermore, a new organisational structure for the entire Capital Group was also implemented. The - 3 -

4 Consolidated quarterly financial statements as of Company carried out a review of its Strategic Business Units in respect to their profitability, as well as backoffice departments in respect to their size and functionality versus their size and the nature of activities being conducted by them. Such a review resulted in first decisions being undertaken, the results of which are a reduction in employment by 234 persons (as at 31 July ), both in the back-office, as well as the frontoffice. Furthermore, additional non-employee cost savings associated with rent, communications, the car fleet and other services were identified, in total almost PLN 10 million (compared to July costs times 12) and which will continue to be applied in subsequent quarters. The Company in conjunction with concentration of its activities intends to restructure a number of non-key areas of operations from the ground up. The Management Board plans the sale of minority stakes in three companies by the end of Q1 2008, as well as reaching a decision as to which companies will be sold (a maximum of two). Following an implementation of common models and procedures, as well as careful preparation, four fundamental companies will be merged into the Group. The Management Board is also considering listing one of these companies on the Warsaw Stock Exchange (by the end of 2008). The Company, as part of its restructuring of business activities, has defined and commenced the sale of nine of its activities. At present, final negotiations regarding the sale of one of these areas of operations are underway. It is expected that this process will be finalised by the end of. The Company in total intends to secure PLN million from the sale of its non-core activities. The Management Board in carrying out the above actions has in mind the development of the Group s core business activities, as well as Sygnity s implementation potential. By carrying out the restructuring program, the Group services new Clients and is signing new contracts, thus concentrating on increasing its market share. The goal of all restructuring activities currently being carried out is a radical reduction of costs, increased returns and higher business efficiency of Sygnity in the context of its planned long-term development

5 Consolidated quarterly financial statements as of Interim consolidated profit and loss account Three months Nine months Three months Nine months Net income from sale of products, goods and materials, including: Net income from sale of products Net income from sale of goods and materials Cost of sales of products, goods and materials including: ( ) ( ) ( ) ( ) Cost of sales of products ( ) ( ) ( ) ( ) Cost of sales of goods and materials (88 353) ( ) (35 971) ( ) Gross profit on sales Other operating revenues Selling and distribution expenses (17 003) (49 710) (12 595) (38 354) General administration expenses (48 533) ( ) (24 872) (85 949) Other operating costs (11 032) (32 275) (247) (2 913) Operating profit /(loss) (54 579) ( ) (5 859) Financial revenues Financial costs (5 414) (12 698) (704) (8 165) Net financial costs (2 911) (8 732) (487) (6 210) Share of profit /(loss) in assoctiates (13) (8) Profit /(loss) before tax (57 435) ( ) (12 077) Income tax (917) 224 Net profit: (50 077) ( ) (11 853) attributable to: Minority interest 48 (15 736) Equity holders of the parent (50 125) ( ) (11 980) Net profit per share (in zł) : Basic (4,64) (9,98) 0,34 (1,72) Diluted (4,64) (9,98) 0,33 (1,70) - 5 -

6 Consolidated quarterly financial statements as of Interim consolidated balance sheet 31 December Fixed assets (long-term) Tangible fixed assets Investment property Goodwill Other intangible assets Investments in associates Financial assets valued at fair value via financial result Long-term receivables Long-term prepayments Deferred tax assets Long-term assets held for sale Current assets (short-term) Inventories Trade and other receivables Short-term prepayments Loans granted Financial assets valued at fair value via financial result Cash and cash equivalents Total assets

7 Consolidated quarterly financial statements as of Interim consolidated balance sheet 31 December Equity Share capital Share premium Other capital reserves Foreign exchange differences (2) Accumulated profit /(loss) ( ) (39 399) (23 601) Equity attributable to equity holders of the parent Minority interest Total equity Long-term liabilities Long-term bank loans and credits Other financial liabilities Retirement benefits provision Provisions for liabilities Long-term accruals Deferred tax provision Short-term liabilities Short-term bank loans and credits Trade and other liabilities Income tax liabilities Financial liabilities valued at fair value via financial result Other financial liabilities Retirement benefits provision Provisions Short-term accruals Total liabilities Total equity and liabilities

8 Consolidated quarterly financial statements as of Interim consolidated statement of changes in shareholders equity Share capital Share premium Other capital reserves Foreign exchange differences Accumulated profits Equity attributable to equity holders of the parent Minority interest Total equity Three months Equity as at 1 July (399) (25 553) Taking up shares- execution of managerial options Issue of W series shares Net profit Appropriation of net profit in the parent company Costs of managerial options Foreign exchange differences (16) - (16) - (16) Changes in the make-up of the Group (407) 6 (630) (624) Equity as at (2) (23 601) Nine months Equity as at 1 January (415) (13 563) Taking up shares- execution of managerial options Issue of W series shares Net profit (11 980) (11 980) 127 (11 853) Appropriation of net profit in the parent company (12 219) (6 946) - (6 946) Costs of managerial options Foreign exchange differences - - (14 546) Changes in the make-up of the Group (385) 28 (639) (611) Equity as at (2) (23 601)

9 Consolidated quarterly financial statements as of Interim consolidated statement of changes in shareholders equity Share capital Share premium Other capital reserves Foreign exchange Accumulated differences profits Equity attributable to equity holders of the parent Minority interest Total equity Three months Equity as at 1 July (95 650) Taking up shares- execution of managerial options Issue of merger shares of (X series) Repurchase of minority interest in EMAX Group Declared dividend for Net profit (50 125) (50 125) 48 (50 077) Costs of managerial options Costs of shares issue Foreign exchange differences Other changes in the make-up of the Group Equity as at ( ) Nine months Equity as at 1 January (39 399) Taking up shares- execution of managerial options Issue of merger shares of (X series) Repurchase of minority interest in EMAX Group - ( ) ( ) ( ) ( ) Declared dividend for - - (10 813) - - (10 813) - (10 813) Net profit ( ) ( ) (15 736) ( ) Costs of managerial options Costs of shares issue - (81) (81) - (81) Foreign exchange differences Other changes in the make-up of the Group (2 429) (531) Equity as at ( )

10 Consolidated quarterly financial statements as of Interim consolidated cash flow statement Three months Nine months Three months Nine months Cash flow from operating activities Profit before tax (57 435) ( ) (12 077) Adjustments: (11 510) (78 154) Share of profit in associates (55) (105) 12 8 Depreciation and amortisation Foreign exchange (gains) /losses (385) (195) (660) (165) Net interest and share in profits (285) (Profit) /loss on investment activity (4 602) (4 490) Change in working capital (33 292) (64 596) (99 233) Costs of managerial options Other adjustments (558) Cash from operations (68 945) ( ) (90 231) Income tax (paid) / returned 105 (1 205) (829) (6 594) Net cash flow from operating activities (68 841) ( ) (96 825) Cash flow from investing activities Proceeds from sale of fixed and intangible assets Sale / (purchase) of short-term securities Capital expenditures (4 464) (17 950) (2 602) (13 661) Net expenditures on acqusition of subsidiaries and associates (1 551) (6 234) (61 247) (61 831) Granted / (repaid) loans Other investment expenditures and receipts (635) (210) (357) (100) Net cash flow from investing activities Cash flow from financing activities (5 901) (22 092) (57 609) Proceeds from issue of shares, other equity instruments and contributions to equity Dividends and other paymenst to owners (10 223) (10 223) (6 655) (6 655) Receipts from loans and credits Repayment of loans and credits (257) (72 533) (27 900) (28 025) Repayment of lease liabilities (236) (2 185) - - Issue of interest-bearing bond Redemption of convertible bonds (7 647) (7 647) - (67 669) Interest paid (909) (3 830) 176 (28 973) Other financing expenditures and receipts Net cash flow from financing activities (13 028) Net change in cash and cash equivalents (23 789) (35 246) (1 460) ( ) Cash and cash equivalents at period beginning Cash and cash equivalents at period end

11 Consolidated quarterly financial statements as of Notes on the interim consolidated cash flow statement Three months Nine months Three months Nine months Change in working capital Change in provisions (5 328) (4 737) (5 363) Change in inventory (28 120) Change in receivables (30 525) Change in liabilities ( ) ( ) ( ) Change in prepayments and accruals (15 940) (33 292) (64 596) (99 233)

12 Notes on the abbreviated consolidated financial statements Sygnity S.A. Capital Group Consolidated quarterly financial statements as of 1 General information and changes in the structure of the Group 1.1 The core business of Grupa Sygnity S.A. is activities in the area of software and consultancy relating to computer hardware. As of, the Sygnity Capital Group consists of the parent company Sygnity S.A. and 15 subsidiaries. Sygnity S.A. also exercises considerable influence over three associated companies. 1.2 During the third quarter of this year, changes were made to the structure of the Sygnity Management Board, which are described below. 1) On 25 July the Supervisory Board of Sygnity S.A decided to dismiss Mr Michał Danielewski President of the Management Board of the Company as well as Mr Dariusz Chwiejczak and Mr Andrzej Miernik Vice-presidents of the Management Board. Dismissals of those Members of the Management Board result from the decision of the Supervisory Board to start activities aiming at restructuring of Sygnity S.A. At the same time the Supervisory Board of Sygnity S.A. appointed Mr Piotr Kardach as the President of the Management Board of the Company, who was previously Vice-president of the Management Board. 2) On 5 September, the Supervisory Board made the decision about the dismissal of Mrs. Elżbieta Bujniewicz Belka from the function of Vice-President of the Management Board of the Company.. At the same time the Supervisory Board of Sygnity S.A. appointed Mr. Rajmund Gral to the position of Vice-President of the Management Board. He will be responsible at the Company for the management of finances, including specifically the cash flow management, reporting, controlling, budgeting and supervision of the planning processes (forecasting the results of the Capital Group of Sygnity S.A.). In result of aforementioned amendments current make-up of the Management Board presents as follows: - Mr Piotr Kardach President of the Management Board, - Ms Andrzej Marciniak Vice-president of the Management Board, - Mr Jacek Kujawa - Vice-president of the Management Board - Mr Andrzej Kosturek - Vice-president of the Management Board, - Mr Bogdan Kosturek - Vice-president of the Management Board, - Mr Rajmund Gral - Vice-president of the Management Board, 1.3 During 3 months need, no changes to the structure of the Sygnity Group were made. 1.4 The abbreviated financial statements were prepared for the three months ending on, with comparative data for the three months ending on. The financial statements were approved for publication by the Management Board of Sygnity S.A. on 14 November

13 Consolidated quarterly financial statements as of 2 Key accounting principles a) The basis for drawing up the consolidated financial statements The abbreviated consolidated financial statements were prepared in accordance with the historical cost principle, with the exception of derivative financial instruments and financial assets held-for-sale, which are disclosed at fair value. The abbreviated consolidated financial statements are presented in PLN and all values are given in thousands (PLN 000), unless stated otherwise. b) Declaration of compliance The abbreviated consolidated financial statements of Grupa Sygnity S.A. were drawn up in accordance with the International Financial Reporting Standards (IFRS). c) Consistency of the accounting principles applied The consolidated balance sheet as of, the consolidated profit and loss account, the consolidated cash flow statement, and the consolidated statement of changes in shareholders equity for the three months ending on were not audited. The consolidated balance sheet as of 30 June, the consolidated profit and loss account, the consolidated cash flow statement, and the consolidated statement of changes in shareholders equity for the 6 months ending on 30 June were drawn up in accordance with the IFRS and reviewed. The abbreviated financial statements as of were prepared in accordance with International Accounting Standard 34: Interim Financial Reporting and should be read together with the reviewed consolidated financial statements as of 30 June, drawn up in accordance with the IFRS. The adopted accounting principles were applied continuously to each of the periods presented in these abbreviated financial statements. 3 Equity capital As of, the share capital of the parent company Sygnity S.A., as disclosed in the standalone financial statements, amounted to PLN 10,813,000. In the period covered by this report, no increase in the share capital was registered. The share capital disclosed in the consolidated financial statements is higher than that disclosed in the stand-alone financial statements by a hyperinflation adjustment of PLN 3,196,000, amounting to PLN 14,010,000. A hyperinflationary revaluation of the share capital in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies was disclosed on the day of the transition to the IFRS, i.e. on 1 January As of 14 November, Sygnity S.A. s share capital amounted to PLN 10,813,373, divided into 10,813,373 shares with a par value of PLN 1 per share. According to the information available to the Company, as of 14 November, the following entities held a number of shares exceeding five per cent of Sygnity S.A. s share capital: BBI Capital S.A., which holds 9.24 per cent of Sygnity S.A. s share capital of Sygnity SA, Commercial Union Investment Management (Polska) S.A., which holds per cent of Sygnity S.A. s share capital, ING Nationale Nederlanden Polska OFE, which holds 6.51 per cent of Sygnity S.A. s share capital, AIG Otwarty Fundusz Emerytalny, which holds 5.30 per cent of Sygnity S.A. s share capital, Pioneer Pekao Investment Management S.A., which holds 6.37 per cent of Sygnity S.A. s share capital

14 Consolidated quarterly financial statements as of The following changes have taken place in the structure of ownership of blocks of shares exceeding 5 per cent of Sygnity S.A. s share capital since the delivery of the last quarterly report: SHARES As at # of shares % of votes at the Shareho lders Meeting Changes in the number of shares As at */ Changes in As at # of shares % of votes at the Shareholde rs Meeting to # of shares % of votes at the Shareholders Meeting BBI Capital S.A. 1,000,000 12,53%. 1,000, % 1,000, % Tomasz Sielicki 568, % 558, % (30.000) 528, % CU OFE BPH CU WBK 600, % n/a n/a 650, % ING Nationale- Nederlanden Polska OFE 500, % 704, % 704, % Pioneer Pekao Investment 561, % 688, % 688, % Management SA Commercial Union Investment Mamagement 632, % n/a n/a n/a n/a AIG Otwarty Fundusz Emerytalny 573, % 573, % 573, % */ The list of shareholders was drawn up according to the Company s best knowledge, on the basis of notifications received under Article 69 par. 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2005, No. 184, item 1539) and the number of shares of a particular shareholder registered at the last General Meeting of Shareholders. 4 Transactions with associated entities (a) The management board and the supervisory board The gross remuneration paid by Sygnity S.A. to members of its management board in the three-month period ending on amounted to PLN 580 thousand (for the three months ending on 30 September, the figure was PLN 974 thousand). The following changes have taken place in the shareholdings of Sygnity S.A. s management board and supervisory board members since the day of delivering the last quarterly report: SHARES # of shares As at Increase of the share portfolio Decreases # of shares purchase of shares realizatio n of options of the share portfolio, disposal of shares As at Changes from to # of shares As at Piotr Kardach Bogdan Kosturek (2.250) Andrzej Kosturek Jacek Kujawa Andrzej Marciniak Rajmund Gral */ decreases relating to a change in the composition of the management board

15 Consolidated quarterly financial statements as of As of, the members of Sygnity S.A. s supervisory board did not hold any shares in Sygnity S.A. Increase of the Changes option portfolio Decreases from acquisition of of the option As at As at As at rights to realize portfolio option to SHARE OPTIONS options realization Piotr Kardach Elżbieta Bujniewicz- Belka (96.967)* Bogdan Kosturek Andrzej Kosturek Jacek Kujawa Andrzej Marciniak * change in connection with the change in the composition of the management board of 5 Septembery Increase of the Changes option portfolio Decreases from SHARE OPTIONS acquisition of of the option As at As at As at rights to realize portfolio option to options realization Jacek Kseń Tomasz Sielicki Paweł Turno Przemysław Cieszyński Grzegorz Ogonowski Aleksander Schmidt Szczepan Strublewski 5 Seasonality The activities of the Group are not subject to seasonality. 6 Goodwill and intangible assets acquired during the acquisition of the Emax Capital Group The Sygnity group recognised intangible assets acquired during the takeover of the Emax Capital Group separately from goodwill. The table presented below shows the impact of depreciation of these intangible assets on the Group s financial result in Q3 as well as the expected impact on financial result in Q4 ad in years

16 Consolidated quarterly financial statements as of Gross book value Net book value Impact of depreciation on the Group's financial result for Q3 and estimates of depreciation charges in following periods Q3 / Q4 / Non-tangible assets acquired with EMAX Group A. Business relations of EMAX Group (1 281) (1 281) (5 126) (5 126) (5 036) (4 693) (3 568) B. Signed contracts of EMAX Group (1 363) (1 362) (5 451) (2 008) (56) 0 0 C. Product trade marks of EMAX Group (462) (462) (1 848) (1 848) (1 848) (1 848) (1 848) D. Trade marks: Emax, Winuel oraz Max Elektronik (1 526) (1 526) (6 102) (6 102) (6 102) (6 102) (6 102) Total Impact of depreciation charge on operating profit (4 632) (4 631) (18 527) (15 084) (13 042) (12 643) (11 518) Adjustment in deferred taxes Impact of depreciation charge on the net profit (3 752) (3 751) (15 007) (12 218) (10 564) (10 241) (9 329) The current estimates of depreciation charges in relation to Winuel and Max Elektronik brands (EMAX brand was written off in Q4 ) are based on assumption, that these brands economic useful life is 5 years. Write-off of Winuel and Max Elektronik brands as a one-off transaction, may occur in the future, in case of further restructuring of Sygnity Group and following a decision to discontinue the use of these brands. Sygnity s management board would also like to point out that depreciation of intangible assets constitutes a non-cash deduction from the result of the Sygnity Group, and therefore does not affect the cash flows generated by the Group or the valuation of the Group by the income method. The depreciation write-downs for the intangible assets set out above have been disclosed in the item General administration costs in the consolidated profit and loss account. 7 Information on the issue, redemption and repayment of debt and equity securities In the three-month period ending on, bonds amounting to PLN 50,000 thousand were redeemed in the Sygnity Group and bonds amounting to PLN 50,000 thousand were reissued (issue rollover), as part of the Bond Issue Programme implemented by Sygnity S.A. In the three-month period ending on, one of the subsidiaries redeemed its debentures of PLN 7,647 thousand 8 Liabilities relating to credit facilities and loans As of, the Group s balance of credit liabilities amounted to PLN thousand. 9 Information on granted credit and loan sureties and guarantees The parent company did not grant sureties or guarantees for credit facilities or loans to a single entity or subsidiary unit of that entity, in a value exceeding 10 per cent of the Company s equity capital. As of, the total value of the guarantees granted by the Group amounted to PLN thousand. Of the guarantees issued as of, 66 per cent are guarantees of proper (good) performance of an agreement (contract). The purpose of a guarantee of good performance of an agreement is to secure claims arising in the event of failure to perform or improper performance of an agreement. As of, 22 per cent of the guarantees issued were guarantees of payment, the purpose of which is to guarantee the timely payment of monetary claims. Tender guarantees account for 12 per cent of the total number of guarantees issued

17 Consolidated quarterly financial statements as of 10 Events occurring after the balance sheet date No significant events occurred after the balance sheet date whose effects need to be reflected or disclosed in the financial statements drawn up on. 11 Information on the possibility fulfilling previously published forecasts of results for a particular year The management board of Grupa Sygnity S.A. did not publish a forecast for the financial results relating to the period covered by this report. The Management Board forecasts that revenues in Q4 will reach PLN 428 million with operating profits being equal to PLN 33 million (such results account for a deduction of PLN 4.6 million arising from the transaction associated with the merger of Sygnity and Emax). This means an increase in operating profits compared to Q4. Sygnity S.A. s Management Board in preparing its forecasts for the Capital Group in Q4 has taken into account: - projects planned for execution in Q4 in the strongest sectors in which Sygnity Group operates, i.e., the financial and banking sector, public sector and utilities sector; - a traditional increase in revenues during Q4 from business sectors belonging to the State Treasury, in particular the public sector and the utilities sector; - the first effects of the Group restructuring program underway. Sygnity S.A. s Management Board will continue to monitor the performance of the presented forecast based on actual execution of Capital Group financial budgets. Evaluation of execution of forecasts will be carried out quarterly, i.e., together with publication of consolidated quarterly statements. 12 Proceedings currently underway before a court, a competent arbitration body, or a public administration body In the quarter under review, the parent company and the companies subject to consolidation did not instigate and have not conducted any proceedings relating to liabilities or claims whose total value exceeds 10 per cent of the Company s equity capital before a court or public administration body. 13 Other important information for assessing the Company s personnel situation, assets, financial standing, and financial result, and changes thereto, and important information for assessing the Company s ability to perform its obligations No events occurred in the reporting period that would require the reporting of important information for assessing the Sygnity s personnel situation, assets, or financial standing, or important information for assessing its ability to perform its obligations. 14 Factors that may affect the results achieved by the Group in the next quarter The following factors may affect the financial results that the Sygnity Group is able to achieve in the fourth quarter of : - a traditional increase in revenues during Q4 from business sectors belonging to the State Treasury, in particular the public sector and the utilities sector; - the first effects of the Group restructuring program underway

18 Consolidated quarterly financial statements as of Stand-alone financial statements of the parent company Stand-alone profit and loss account Three months Nine months Three months Nine months Net income from sale of products, goods and materials, including: Net income from sale of products Net income from sale of goods and materials Cost of sales of products, goods and materials including: ( ) ( ) (99 041) ( ) Cost of sales of products (81 613) ( ) (81 733) ( ) Cost of sales of goods and materials (22 628) ( ) (17 308) (61 938) Gross profit on sales Other operating revenues Selling and distribution expenses (15 176) (39 490) (11 533) (35 461) General administration expenses (36 081) (82 279) (20 934) (73 218) Other operating costs (6 791) (10 571) (470) (1 611) Operating profit /(loss) (44 946) (74 209) (909) (10 675) Financial revenues Financial costs (4 625) (24 850) (1 054) (7 418) Net financial costs (2 602) (17 445) (312) (1 825) Profit /(loss) before tax (47 548) (91 654) (1 221) (12 500) Income tax (180) Net profit: (39 634) (75 171) (1 401) (11 006) Net profit per share (in zł) : Basic (3,67) (6,95) (10,78) (10,78) Diluted (3,67) (6,95) (10,66) (10,66)

19 Consolidated quarterly financial statements as of Stand-alone balance sheet 31 December Fixed assets (long-term) Tangible fixed assets Investment property Goodwill Other intangible assets Financial assets valued at fair value via financial result Deferred tax assets Current assets (short-term) Inventories Trade and other receivables Income tax receivables Short-term prepayments Loans granted Financial assets valued at fair value via financial result Cash and cash equivalents Total assets

20 Consolidated quarterly financial statements as of Stand-alone balance sheet 31 December Equity Share capital Share premium Other capital reserves Accumulated profit /(loss) (81 729) (12 519) (15 766) Total equity Long-term liabilities Other financial liabilities Retirement benefits provision Provisions for liabilities Deferred tax provision Short-term liabilities Short-term bank loans and credits Trade and other liabilities Income tax liabilities Financial liabilities valued at fair value via financial result Provisions Short-term accruals Total liabilities Total equity and liabilities

21 Consolidated quarterly financial statements as of Stand-alone statement of changes in shareholders equity Share capital Share premium Revaluation reserve Other capital reserves Other capital reserves Accumulated profits Total equity as at 1 January Equity as at 1 January under PAS Adjustments arsing from change of accounting principles - IFRS: granted management options IFRS (6 888) - other IFRS adjustments taken to retained earnings re-measurement of equity to hyper-inflationary conditions Equity at 1 January (after restatement) under IFRS (7 876) (4 729) Three months Equity as at 1 July (6 398) Taking up shares- execution of managerial options Net profit (7 998) (7 998) Costs of managerial options (484) - Equity as at (14 880) Nine months Equity as at 1 January (4 729) Taking up shares- execution of managerial options IFRS adjustments recognized in accumulated profits Net profit / loss (11 006) (11 006) Declared dividend (6 946) - (6 946) Costs of managerial options (1 452) - Equity as at (15 766)

22 Consolidated quarterly financial statements as of Stand-alone statement of changes in shareholders equity Share capital Share premium Revaluation reserve Other capital reserves Other capital reserves Accumulated profits Total equity Three months Equity as at 1 July (42 095) Taking up shares- execution of managerial options Net profit / loss (39 634) (39 634) Costs of managerial options Equity as at (81 729) Nine months Equity as at 1 January (12 519) Taking up shares- execution of managerial options Issue of shares - merger with EMAX Net profit / loss (75 171) (75 171) Appropriation of profit (5 961) Shares issue expenses (81) - (81) Declared dividend (10 813) - (10 813) Costs of managerial options Equity as at (81 729)

23 Consolidated quarterly financial statements as of Stand-alone cash flow statement Three months Nine months Three months Nine months Cash flow from operating activities Profit before tax (47 548) (91 654) (1 221) (12 500) Adjustments: (1 450) Depreciation and amortisation Foreign exchange (gains) /losses (419) (295) (676) (181) Net interest and share in profits - - (17) (Profit) /loss on investment activity (415) 270 Change in working capital (12 880) (18 653) Costs of managerial options Other adjustments (1 694) Cash from operations (44 971) (48 473) (13 950) Income tax (paid) / returned Net cash flow from operating activities (44 971) (48 473) (13 950) Cash flow from investing activities Proceeds from sale of fixed and intangible assets Dividends received Sale / (purchase) of financial assets Interest received Sale / (purchase) of short-term securities Net expenditures on acqusition of subsidiaries and associates (1 848) (4 354) 472 (10 587) Sale / (purchase) of subsidiaries and associates (1 551) (6 234) (63 045) (63 629) Granted / (repaid) loans (958) (1 318) Other investment expenditures and receipts (101) 156 Net cash flow from investing activities Cash flow from financing activities Proceeds from issue of shares, other equity instruments and contributions to equity (4 080) (53 734) Dividends and other payments to shareholders (10 131) (10 131) (6 655) (6 655) Receipts from loans and credits (31 319) Repayment of loans and credits - (7 185) - (125) Issue of interest-bearing bonds Redemption of interest-bearing bonds (67 669) Interest paid (28 734) Other financing expenditures and receipts Net cash flow from financing activities (35 346) (91 276) Net change in cash and cash equivalents (7 416) (19 907) (91 612) Cash and cash equivalents at period beginning Cash and cash equivalents at period end

24 Consolidated quarterly financial statements as of Note to the stand-alone cash flow statement Three months 30 June Six months 30 June Three months 30 June Six months 30 June Change in working capital Change in provisions (4 802) (2 516) (3 867) Change in inventory (1 024) (28 482) Change in receivables (34 642) Change in liabilities (77 078) (13 509) (67 935) Change in prepayments and accruals (16 104) (12 880) (18 653) Piotr Kardach President of the Management Board Andrzej Marciniak Vice-President of the Management Board Bogdan Kosturek Vice-President of the Management Board Andrzej Kosturek Vice-President of the Management Board Jacek Kujawa Vice-President of the Management Board Rajmund Gral Vice-President of the Management Board Warsaw, 14 November