Financial Statements of. IPOPEMA Securities S.A.

Transcription

1 Financial Statements of IPOPEMA Securities S.A. for the year ended December 31st

2 Contents Compliance Statement...3 Financial Highlights...4 Introduction to the Financial Statements...5 Supplementary Notes to the Financial Statements

3 Compliance Statement The of IPOPEMA Securities S.A. represents that: - to the best of its knowledge, the annual non-consolidated financial statements prepared as at December 31st 2009 and the comparable data have been prepared in compliance with the accounting principles in force and give a true, reliable and clear view of the assets, financial standing and financial performance of IPOPEMA Securities S.A.; - BDO Sp. z o.o., registered office at Postępu 12, Warsaw, an entity qualified to audit financial statements, entered in the list of entities qualified to audit financial statements maintained by the National Chamber of Statutory Auditors (NCSA) under Reg. No. 3355, the auditor of the annual non-consolidated and consolidated financial statements of the IPOPEMA Securities Group, was appointed in compliance with applicable laws. BDO Sp. z o.o and the Auditor who audited the annual consolidated financial statements of the IPO- PEMA Securities Group as at December 31st 2009 meet the relevant criteria for issuing an objective and independent auditor s opinion, as required by applicable laws. Warsaw, March 19th 2010 of IPOPEMA Securities S.A.: Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys 3

4 Financial Highlights Financial Highlights PLN 000 EUR Revenue from core activities 55,320 49,219 12,745 13,935 Costs of core activities 37,308 30,857 8,595 8,736 Profit (loss) on core activities 18,012 18,362 4,150 5,199 Operating profit (loss) 16,030 14,441 3,693 4,089 Pre-tax profit (loss) 15,997 15,818 3,685 4,478 Net profit (loss) 12,690 12,499 2,924 3,539 Net earnings (loss) from continuing operations per ordinary share (PLN/ EUR) Net cash flows from operating activities 13,922 19,859 3,207 5,622 Total cash flows 4,335 3, PLN 000 EUR 000 Financial highlights Dec Dec Dec Dec Total assets 383, ,607 93,298 33,460 Current liabilities 328,207 91,373 79,891 21,899 Equity 48,405 45,383 11,783 10,877 Number of shares (pcs.) 28,928,553 28,571,410 28,928,553 28,571,410 Book value per share (PLN/EUR) The individual items of the financial highlights were translated into the euro using the following exchange rates: Items of the income statement and statement of cash flows: Average exchange rate calculated as the arithmetic mean of the exchange rates quoted on the last day of each month in a given period EUR Items of the balance sheet: Exchange rate as at: EUR

5 Introduction to the Financial Statements The Company The Company was established (under the name of Dom Maklerski IPOPEMA S.A.) on March 2nd 2005 under Notarial Deed No. Rep. A 2640/2005, which included also the Company s Articles of Association, prepared by Janusz Rudnicki, Notary Public of Warsaw, ul. Marszałkowska 55/73, suite 33, Warsaw, Poland. According to the aforementioned Articles of Association, the Company has been established for indefinite time. The Company s registered office is in ul. Waliców 11, Warsaw, Poland. Pursuant to a decision issued by the District Court for the Capital City of Warsaw, XIX (currently XII) Commercial Division of the National Court Register, on March 22nd 2005 the Company was entered into the Register of Entrepreneurs at the National Court Register under No. KRS The Company was assigned Industry Identification Number (REGON) On June 30th 2005, the Polish Securities and Exchange Commission (currently the Polish Financial Supervision Authority) granted a brokerage licence to the Company, authorising it to conduct brokerage activities in the scope specified in the decision. The name of the Company was changed from Dom Maklerski IPOPEMA S.A. to IPOPEMA Securities Spółka Akcyjna under Resolution No. 5 of the Extraordinary General Shareholders Meeting held on August 10th Brokerage activities and business and management consulting services form the core business of the Company. All the issued Company shares (28,928,553 shares) are admitted to trading on the regulated market operated by the Warsaw Stock Exchange and have been introduced to trading on the main market. May 26th 2009 was the first listing date. Going Concern Assumption These financial statements have been prepared on the assumption that the Company will continue as a going concern in the foreseeable future, that is over 12 months after the balance-sheet date. As at the date of approval of these financial statements, no circumstances have been identified which would threaten the Company s continuing as a going concern, as a result of voluntary or involuntary discontinuation or material limitation of its existing operations, within at least 12 months from the balance-sheet date, that is December 31st Composition of the and the Supervisory Board As at the date of these financial statements, the Company s was composed of: Jacek Lewandowski President of the Mirosław Borys Mariusz Piskorski Stanisław Waczkowski. 5

6 As at the date of these financial statements, the Company s Supervisory Board was composed of: Jacek Jonak Chairman of the Supervisory Board Roman Miler Deputy Chairman of the Supervisory Board Janusz Diemko Secretary of the Supervisory Board Bogdan Kryca Member of the Supervisory Board Wiktor Sliwinski Member of the Supervisory Board. In 2009 and 2008, there were no changes in the composition of the and the Supervisory Board. Basis for Preparation of the Financial Statements These financial statements cover the period January 1st December 31st 2009 and contain comparable data for January 1st December 31st Pursuant to Art of the Polish Accountancy Act, if particular financial statement items occurred at an entity neither in the current nor the prior financial years, such items are omitted when preparing the financial statements. These financial statements for the year ended December 31st 2009 were approved for publication by the on March 19th Subsidiary Undertakings IPOPEMA Securities S.A. is the Parent Undertaking of three companies: IPOPEMA Towarzystwo Funduszy Inwestycyjnych S.A. of Warsaw, Poland, IPOPEMA Business Consulting Sp. z o.o. of Warsaw, Poland, and IPOPEMA Business Services Kft. of Budapest, Hungary. The Parent Undertaking and its subsidiary undertakings make up the IPOPEMA Securities Group ( the Group, the IPOPEMA Securities Group ). IPOPEMA Towarzystwo Funduszy Inwestycyjnych S.A. ( IPOPEMA TFI ) was established on March 14th 2007 and operates under the licence issued by the Polish Financial Supervision Authority (PFSA) on September 13th Its business profile comprises: (i) operation of an investment fund company, as well as creation and management of investment funds, (ii) discretionary management of securities portfolios, (iii) advisory services in the area of securities trading, (iv) intermediation in the sale and redemption of investment fund units, and (v) representation service for foreign funds. IPOPEMA TFI s share capital amounts to PLN 3,000 thousand. Its is composed of Jarosław Wikaliński (President), Maciej Jasiński (Vice-President) and Marek Świętoń (Vice-President), who have many years of market practice and experience in the financial market, including in the area of asset management and creation of investment funds. IPOPEMA Securities S.A. holds 100% of shares and votes at the General Shareholders Meeting of IPOPEMA TFI. IPOPEMA Business Consulting Sp. z o.o. ( IPOPEMA BC, IBC ) was established on August 26th As at December 31st 2009, its share capital amounted to PLN 100,050 and was divided into 2,001 shares, of which 1,001 were held by IPOPEMA Securities S.A., and the remaining 1,000 shares were held in equal parts by its partners: Eliza Łoś-Strychowska and Tomasz Rowecki, who are the of IPOPEMA BC. The company s business profile comprises: (i) other business and management consulting services (ii) computer facilities management activities, (iii) computer consultancy services, (iv) computer programming activities, (v) wholesale of computers, computer peripheral equipment and software. IPOPEMA Business Services Kft. ( IBS ) is a commercial company under Hungarian law, established on December 10th 2009, with registered offices in Budapest, Hungary. Its founder and sole shareholder is IPO- PEMA Securities S.A. IBS s share capital totals HUF 500,000 (PLN 8,000). The core business of the subsidiary is the provision of office and business support services, e.g. for IPOPEMA Securities agents, who were planned to be involved in brokerage activities to be conducted at the Budapest Stock Exchange (BSE).The company has a single-person : Marcin Kurowski, IPOPEMA Securities S.A. s employee with a long record of service, in the capacity of President. 6

7 2009 is the first financial year for which consolidated financial statements of the IPOPEMA Securities Group are prepared. These financial statements, however, do not include IPOPEMA Business Services Kft., which was excluded from consolidation due to its short life and immateriality of its financial data. In the comparable period the Company did not prepare consolidated financial statements since the subsidiary undertakings did not have any material impact on the financial position of the IPOPEMA Securities Group. These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards. Identification of Financial Statements All financial data contained in these financial statements is presented in PLN 000. These financial statements were prepared in accordance with the historical cost convention, save for financial instruments held for trading and financial instruments available for sale, which are measured at fair value. These financial statements were prepared in compliance with the Polish Accounting Principles ( PAP ) and in accordance with: - the Accountancy Act of September 29th 1994 (Dz. U. of 2009, No. 152, item 1223, as amended) (the Accountancy Act ) - the Regulation of the Minister of Finance on special accounting rules for brokerage houses and organisational units of banks which conduct brokerage activity of December 28th 2009 (Dz. U. of 2009, No. 226, item 1824) - the Regulation of the Minister of Finance on detailed rules governing the recognition, valuation, scope of disclosure and manner of presentation of financial instruments of December 12th 2001 (Dz. U. of 2001, No. 149, item 1674, as amended) - the Corporate Income Tax Act of February 15th 1992 (Dz. U. of 2000, No. 54, item 654, as amended) - the Act on Trading in Financial Instruments of July 29th 2005 (Dz. U. of 2005, No. 183, item 1538, as amended). Corporate merger In the periods covered by these financial statements, no corporate mergers referred to in Arts. 44 b and 44 c of the Accountancy Act took place. Correction of errors and corrections made as a result of qualifications in auditors opinions There are no error corrections in these financial statements.

8 Adopted accounting policies, methods of measurement of assets and liabilities (including amortisation/depreciation methods) and methods of measurement of the net profit (loss): 1) Cash and Cash Equivalents Cash and cash equivalents disclosed in the balance sheet include cash in hand and at banks, as well as short-term deposits, with original terms to maturity not exceeding three months. The balance of cash and cash equivalents shown in the consolidated statement of cash flows comprises the same cash and cash equivalent items. Cash is measured at nominal value. 2) Property, plant and equipment and intangible assets Property, plant and equipment and intangible assets are measured at acquisition cost less depreciation (amortisation) and impairment losses. Costs incurred after a given asset has been placed in service, such as costs of maintenance or repair, are charged to the income statement as incurred. Depreciation (amortisation) is charged using the straight-line method over the estimated useful life of an asset. The estimated useful lives of particular assets are presented in the table below. Type of asset Depreciation/amortisation rate Plant and equipment 10% Office equipment 20% Computers 11% - 33% Leasehold improvements 10% Intangible assets 6% - 50% Property, plant and equipment and intangible assets whose initial value does not exceed PLN 3,500 are expensed on a one-off basis. However, property, plant and equipment and intangible assets with initial value of less than PLN 3,500 may be included in the records on non-current assets and depreciated (amortised) over a certain period of time where justified by the company s needs. Items of property, plant and equipment and intangible assets may be derecognised following their disposal or if no further economic benefits are expected to be derived from their further use. Any income or expenses arising on derecognition are included in the income statement in the period when the item was derecognised. Residual values, useful lives and methods of depreciation (amortisation) of assets are reviewed and, if necessary, adjusted at the end of each financial year. 3) Receivables a) Current receivables Current receivables include all the receivables from clients, related undertakings, brokerage offices, other brokerage houses and commodity brokerage houses under executed transactions, as well as all or part of receivables related to other items, which are not classified as financial assets, in each case maturing within 12 months as from the balance-sheet date. Receivables are measured at amounts receivable, subject to the prudent valuation principle. The amount of receivables is decreased by impairment losses, which are recognised based on an analysis of collectability of receivables from the particular debtors. An impairment loss on receivables is recognised when the risk of failure to collect the full amount of the receivable increases. In view of the nature of its activity, the Company has adopted the following policy for recognising impairment losses on past-due receivables: - receivables past due by up to 6 months no impairment loss is recognised - receivables past due by more than 6 months to 1 year a 50% impairment loss on the receivables amount is recognised - receivables past due by more than 1 year a 100% impairment loss on the receivables amount is recognised. 8

9 Apart from the above rule, the Company may also make impairment charges for receivables based on an individual assessment of debtors. Impairment losses on receivables are carried under other operating expenses and presented in the income statement under impairment losses on receivables. Where a receivable is confirmed to be unrecoverable, the cost connected with recognition of an impairment loss is a tax-deductible expense; otherwise, it is not a tax-deductible expense. Current receivables from clients, current receivables from banks conducting brokerage activities and other brokerage houses, current liabilities to clients and current liabilities to banks conducting brokerage activities and other brokerage houses Current receivables from clients, current receivables from banks conducting brokerage activities and other brokerage houses, current liabilities to clients and current liabilities to banks conducting brokerage activities and other brokerage houses arise in connection with the executed transactions of purchase and sale of securities which have not yet been cleared at the National Depository for Securities ( Polish NDS ) due to the transaction settlement procedure in force (T+3). In the case of purchase transactions on the Warsaw Stock Exchange ( WSE ) to execute orders placed by clients whose accounts are kept by custodian banks, the Company recognises current liabilities towards brokerage offices and brokerage houses (parties to the market transactions) and current receivables from the clients for whom the purchase transactions were executed. In the case of sale transactions made on the WSE to execute orders placed by clients whose accounts are kept by custodian banks, the Company discloses current receivables from banks conducting brokerage activities and other brokerage houses (parties to the market transactions) and current liabilities towards the clients for whom the sale transactions were executed. b) Non-current receivables Non-current receivables are receivables whose terms to maturity are longer than 12 months as from the balance-sheet date. 4) Financial instruments Financial instruments fall into the following categories: 1. Financial assets - financial assets held for trading - loans advanced and receivables - financial assets held to maturity - financial assets available for sale 2. Financial liabilities - financial liabilities held for trading, - other financial liabilities Financial assets and financial liabilities held for trading Financial assets and financial liabilities held for trading are financial instruments acquired for the Company s own account in connection with executed transactions and are measured at fair value, determined by reference to their market value as at the balance-sheet date. For the purposes of valuation, the Company takes into account the closing price of particular instruments, quoted on the Warsaw Stock Exchange on the last business day of the financial year. Changes in the value of financial instruments held for trading are recognised as finance income or expenses. In the category of financial assets held for trading the Company includes securities acquired as a result of erroneous transactions and securities acquired as a result of proprietary transactions, which comprise shares of companies listed on the Warsaw Stock Exchange as well as equity derivatives and index derivatives (options and futures). In the category of financial liabilities held for trading the Company includes derivatives. Both assets and liabilities held for trading are listed on the Warsaw Stock Exchange. Financial assets and financial liabilities acquired in transactions on the regulated market are recognised as at the transaction date. Financial assets are carried at acquisition cost as at the contract date, i.e. at the fair value of expenses incurred or other assets transferred in return, whereas financial liabilities are carried as at the contract date at the fair value of the amount received or the value of other assets received. When determining the fair value as at the contract date the Company takes account of transaction costs. 9

10 Loans advanced and receivables Loans advanced and receivables include, irrespective of maturity date (payment date), financial assets which arose in connection with a direct delivery of cash to the counterparty. Loans advanced and receivables are valued at an adjusted acquisition cost calculated using the effective interest rate. Receivables with short maturities, without specified interest rate, are valued at amounts due, subject to the prudent valuation principle. As far as the Company is concerned, the category includes primarily bank deposits, cash and loans advanced. Financial assets held to maturity Financial assets held to maturity are investments with fixed or determinable payments and fixed maturities that the Group intends and is able to hold to maturity. Financial assets held to maturity are measured at amortised cost using the effective interest rate. Financial assets held to maturity are classified as non-current assets if their terms to maturity are longer than 12 months as from the balance-sheet date. The Company did not identify any financial assets held to maturity in the current and previous year. Financial assets available for sale Any other financial instruments are classified as financial assets available for sale. Financial assets available for sale are carried at fair value (without deducting the transaction costs), determined by reference to their fair value as at the balance-sheet date. Financial assets available for sale include investment certificates and, in accordance with the Regulation concerning detailed accounting procedures for brokerage houses, shares and other equity interests in subordinated undertakings valued at acquisition cost. Shares and other equity interests in subordinated undertakings are recognised at cost less impairment. Investment certificates are measured at fair value, determined on the basis of the most recent information on the net asset value per certificate published by the investment fund. The effect of the valuation is carried as income/expenses related to financial instruments available for sale. Shares and other equity interests in subsidiary undertakings are recognised at acquisition cost less impairment. Other financial liabilities As far as the Company is concerned, the category includes primarily bank loans and overdrafts. Other financial liabilities are measured at amortised cost. Financial instruments are derecognised when the Company loses control over the contractual rights constituting the given financial instrument; that usually happens when an instrument is sold or when all the cash flows attributable to the instrument are transferred onto an independent third party. Acquisition and sale of financial instruments are recognised as at the transaction date. Upon initial recognition, the instruments are measured at acquisition cost, i.e. at fair value including the transaction costs. 5) Impairment of financial instruments As at each balance-sheet date the Company evaluates whether there is objective evidence of impairment of a financial instrument or a group of financial instruments. 6) Prepayments and accrued income Current Costs which are incurred in the current reporting period but which relate to future periods are disclosed under current prepayments and accrued income if they are settled within 12 months from the balancesheet date. Non-current Deferred tax assets and other prepayments settled in more than 12 months from the balance-sheet date. 10

11 Deferred tax assets Deferred tax assets are recognised in relation to all deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which the differences, credits and losses can be utilised. 7) Liabilities a) Current Liabilities Current liabilities are liabilities which are payable within 12 months from the balance-sheet date. Current liabilities include all liabilities to clients, liabilities to related undertakings, liabilities to brokerage offices, other brokerage houses and commodity brokerage houses under executed transactions, liabilities to the National Depository for Securities and exchange clearing houses and liabilities to entities operating regulated securities markets, liabilities under loans, as well as all other liabilities not classified as non-current liabilities, accruals and deferred income or provisions for liabilities. Liabilities are measured at amounts payable, save for liabilities held for trading, which are measured as described in item 4, and liabilities under loans, which are measured at amortised cost. Current liabilities under executed transactions are discussed in item 3a) above. b) Non-current liabilities Non-current liabilities are those whose payment date falls more that 12 months from the balancesheet date. 8) Provisions and accruals and deferred income Accruals and deferred income Expenses attributable to a given period but not yet incurred are recognised as accruals and disclosed under current liabilities. Provisions include: a) deferred tax liabilities, b) other provisions. Deferred tax liabilities Deferred tax liabilities are recognised in relation to all taxable temporary differences. Other provisions A provision is recognised if as a result of a past event the Group has a present legal or constructive obligation that can be estimated reliably, and it is certain or highly probable that an outflow of economic benefits will be required to settle the obligation. In the balance sheet, other provisions are further classified into non-current and current. Provisions are classified as non-current or current depending on when a given item will become an actual liability (whether within 12 months or more than 12 months as from the balance-sheet date). 11

12 9) Equity Equity is made up of: - share capital, - statutory reserve funds, - retained earnings (deficit), - net profit (loss). Equity is carried at nominal value, broken down into the individual components, which are established in accordance with the rules set forth in the applicable laws and in the Company s Articles of Association. Share capital is recognised in the amount specified in the Company s Articles of Association and in the relevant National Court Register entry. Statutory reserve funds are created pursuant to the provisions of the Commercial Companies Code. Statutory reserve funds include retained earnings (which were retained by the Company on the basis of a resolution of the shareholders) and capital representing an excess of the acquisition cost over the par value of its shares (share premium account). Retained earnings (deficit) comprise undistributed profit or uncovered loss brought forward. Net profit (loss) comprises current year s net profit or loss. Pursuant to the Minister of Finance s Regulation on the scope and detailed rules for determination of capital requirements and on the maximum ratio of loans and debt securities to equity, the Company is obliged to measure regulatory capital. The Company s regulatory capital is the sum of Tier 1 (core) capital and Tier 2 (supplementary) capital (explained below), less the value of shares of banks, other brokerage houses, foreign investment firms, credit and financial institutions, as well as subordinated loans advanced to such institutions, which are included in their respective capitals. The core capital established for the purpose of computing regulatory capital, comprises: - share capital and statutory reserve funds - other capital reserves - other items of core capital, i.e. retained earnings and profit for the current reporting period - items reducing core capital, i.e. called-up share capital not paid, treasury shares held by the brokerage house (valued at acquisition cost, less impairment losses), goodwill, intangible assets other than goodwill, retained deficit (including retained deficit pending approval) and loss for the current period. Tier 2 (supplementary) capital of the brokerage house comprises: - revaluation capital reserve created under other regulations - subordinated liabilities with original terms to maturity of five years or more, in the amount which is reduced at the end of each of the last five years of the agreement term by 20% - liabilities under securities with unspecified maturity and other financial instruments with unspecified maturity. Recognition of revenue Revenue is recognised to the extent it is probable that the Company will obtain reliably measurable economic benefits. 10) Accrual Basis and Matching Principle In determining its net profit (loss), the Company takes into account all generated revenues and incurred related expenses attributable to a given period, irrespective of the date of payment. In order to match revenues to related expenses, expenses or revenues relating to future periods and expenses attributable to a given period which have yet to be incurred are posted under assets or liabilities, as applicable, of that period. This means that expenses are accounted for on an accrual basis. Expenses not yet incurred in a given period are covered by provisions. 12

13 11) Rules for computing net profit (loss) Components of net profit (loss) Appendix 1 to the Regulation of the Minister of Finance of December 28th 2009 on special accounting rules for brokerage houses and organisational units of banks which conduct brokerage activity (Dz. U. of 2009, No. 226, item 1824) states that net profit (loss) is to be computed taking into account: - profit (loss) on brokerage activity - operating profit (loss) - profit (loss) before extraordinary items - pre-tax profit (loss) - Corporate income tax and other mandatory decrease of profit (increase of loss). Method of computing profit (loss) on brokerage activity Profit (loss) on brokerage activity is equal to the difference between revenue from brokerage activities, including: - commissions: a) on transactions in financial instruments executed in own name but for the account of customer b) on offering of financial instruments c) on acceptance of subscription and redemption orders for investment fund units d) other, - other revenue: a) from keeping of clients securities accounts and cash accounts b) from offering of financial instruments c) from keeping registers of buyers of financial instruments d) from discretionary management of the portfolio of financial instruments e) from professional advisory services in the area of trading in financial instruments f) from representing banks conducting brokerage activities and brokerage houses on regulated markets and commodity exchanges g) other and costs of brokerage activities, including costs incurred to generate revenue from the Company s operations. Costs are recorded by type in Segment 4 ( Costs by type and their settlement ). Costs of brokerage activities include: - costs related to affiliation - fees payable to regulated markets, commodity exchanges, the National Depository for Securities and exchange clearing houses - fees payable to commercial chamber - salaries and wages - social security and other benefits - employee benefits - materials and energy used - costs of maintenance and lease of buildings - other costs by type - depreciation and amortisation - taxes and other public charges - commissions and other fees - other Revenue denominated in foreign currencies is translated into the złoty using the mid-exchange rate quoted by the National Bank of Poland for the day preceding the day on which it was earned. Method of computing operating profit (loss) Operating profit (loss) comprises profit (loss) on brokerage activity, adjusted for: - gain (loss) on transactions in financial instruments held for trading - gain (loss) on transactions in financial instruments held to maturity - gain (loss) on transactions in financial instruments available for sale - other operating income - other operating expenses - difference between provisions and impairment losses on receivables 13

14 Other operating income and expenses are income and expenses which are indirectly related to the Company s operating activities, and in particular to: - disposal of property, plant and equipment and intangible assets - impairment losses on property, plant and equipment and intangible assets - compensations, penalties and fines - free-of-charge transfer or receipt, including by way of donation, of assets (including cash) for purposes other than acquisition or production of intangible assets - other Method of computing profit (loss) before extraordinary items Profit (loss) before extraordinary items comprises operating profit (loss), adjusted for: - finance income - finance expenses The Company s finance income includes interest on investments and deposits, interest on loans advanced, other interest and foreign-exchange gains. Interest income is recognised in the income statement as it accrues. The Company classifies as finance expenses in particular: borrowing costs, interest on loans and borrowings, other interest, and foreign-exchange losses. Method of computing pre-tax profit (loss) Pre-tax profit (loss) comprises profit (loss) before extraordinary items, adjusted for extraordinary gains and losses. Extraordinary gains and losses are identified by the Company based on the rules provided for in Art of the Accountancy Act. Extraordinary gains and losses are gains and losses arising from events which are difficult to predict, fall outside the Company s operating activities, and are not related to its general business risk. Method of computing net profit (loss) Net profit (loss) comprises pre-tax profit (loss) decreased (increased) on account of corporate income tax and other mandatory decrease of profit (increase of loss). Corporate income tax Corporate income tax, which affects the amount of net profit (loss) for a given reporting period, comprises: - a current portion - a deferred portion Current income tax Current income tax payable and receivable for the current period and for previous periods is measured at the amount of the expected payment due to the tax authorities (expected refunds from the tax authorities), with the use of tax rates and based on fiscal regulations legally or effectively binding as at the balance-sheet date. Deferred income tax For the purposes of financial reporting, deferred tax is calculated using the balance-sheet liabilities method with respect to all temporary differences recorded as at the balance-sheet date between the value of assets and liabilities computed for tax purposes and their carrying amount disclosed in the financial statements. The deferred portion of income tax disclosed in the income statement is equal to the difference between deferred tax liabilities and assets as at the end and beginning of a given period. 12) Cash-flow statement The cash-flow statement is prepared using the indirect method. 13) Translation of Foreign-Currency Items Transactions in currencies other than the Polish złoty are accounted for as at the transaction date, using the following exchange rates: 14

15 the exchange rate actually applied on the transaction date, resulting from the nature of the transaction in the case of sale or purchase of foreign currencies and payment of receivables or liabilities, the mid-exchange rate quoted for a given currency by the National Bank of Poland ( NBP ) as at the date preceding the transaction date in the case of payment of receivables or liabilities, if the application of the exchange rate specified in item 1) is not justified, and in the case of other transactions. As at the balance-sheet date monetary assets and liabilities denominated in currencies other than the Polish złoty are translated into the złoty at the-mid exchange rate quoted by the NBP for a given currency, in effect at the end of the reporting period. Currency translation differences are disclosed as finance income or expenses, as appropriate. The following exchange rates were applied for the purposes of balance-sheet valuation: Currency Dec Dec USD EURO HUF GBP UAH CZK CHF * Source: NBP. Changes in Estimates in 2009 Following a revision of the useful life of property, plant and equipment and intangible assets by the Parent Undertaking, the Company resolved that starting from 2009 the useful life of certain items of property, plant and equipment should be extended from three to five years, while the amortisation periods of certain intangible assets should be extended from two to five years. Changes in estimates were computed based on the net values of property, plant and equipment and intangible assets as at January 1st The revision and resultant changes in the accounting books reduced the depreciation and amortisation for 2009 relative to The application of new useful life by the Parent Undertaking resulted in balance-sheet depreciation and amortisation of PLN 786 thousand for 2009, while under the policies applied for 2008 depreciation and amortisation would have amounted to PLN 1,550 thousand. The depreciation and amortisation rates for tax purposes have not changed. A deferred tax liability was created for the difference between the tax value and carrying value. The Company believes that the change properly reflects the useful lives of the property, plant and equipment and intangible assets referred to above. Changes in Accounting Policies No changes were made to the applied accounting policies during the period covered by the financial statements. Comparability of the Reported Data These financial statements are presented in a manner ensuring their comparability by applying uniform accounting policies in all the presented periods, consistent with the accounting policies applied by the Company. Warsaw, March 19th 2010 Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys Danuta Ciosek Chief Accountant 15

16 ASSETS (PLN 000) Note Dec Dec I. Cash and cash equivalents 1 44,624 35, Cash in hand Cash at banks 2,022 9, Other cash 37,550 26, Cash equivalents 5,048,- II. Current receivables 2 323,430 92, From clients 152,314 69, From related undertakings From banks conducting brokerage activities, other brokerage houses and commodity brokerage houses 137,752 15,137 a) under executed transactions 137,752 15, From entities operating regulated markets and commodity exchanges From the National Depository for Securities and exchange clearing houses 32,669 6, From issuers of securities or selling shareholders Taxes, subsidies and social security receivable Other III. Financial instruments held for trading 3 4,345 1, Equities,293 1, Derivatives 52 - IV. Financial instruments held for trading V. Financial instruments held to maturity VI. Financial instruments available for sale 6 6,388 6, Shares and other equity interests 6,008 6,000 - in subsidiary undertakings 6,008 6, Investment certificates VII. Non-current receivables VIII. Non-current loans advanced 7, IX. Intangible assets 9 1,480 1, Acquired permits, patents, licences and similar assets, including: 1,480 1,309 - computer software 1,480 1,309 X. Property, plant and equipment 11 1,319 1, Tangible assets, including: 1,071 1,374 a) computer sets b) other tangible assets Tangible assets under construction XI. Non-current prepayments and accrued income 1, Deferred tax assets 12 1, Other prepayments and accrued income 26 - Total assets 383, ,607 Warsaw, March 19th 2010 Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys Danuta Ciosek Chief Accountant 16

17 EQUITY AND LIABILITIES (PLN 000) Note Dec Dec I. Current liabilities ,207 91, To clients 142,003 13, To related undertakings 9-3. To banks conducting brokerage activities, other brokerage houses and commodity brokerage houses 169,404 69,647 a) under executed transactions 169,404 69, To entities operating regulated securities markets and commodity exchanges To the National Depository for Securities and exchange clearing houses 1, Loans and borrowings 13,543 6,635 a) from related undertakings - - b) other 13,543 6, Taxes, customs duties and social security payable Other II. Non-current liabilities III. Accruals and deferred income IV. Provisions for liabilities 16 6,676 2, Deferred tax liability Other 6,465 2,799 a) non-current - - b) current 6,465 2,799 V. Subordinated liabilities VI. Equity 48,405 45, Share capital 19 2,893 2, Statutory reserve funds 21 32,822 30,027 a) Share premium account 7,280 7,148 b) created pursuant to statutory provisions c) created pursuant to the articles of association 24,578 21, Net profit 12,690 12,499 Total equity and liabilities 383, ,607 Book value (PLN thousand) 48,405 45,383 Number of shares at end of period 28,928,553 28,571,410 Book value per share (PLN) Diluted number of shares 28,999,944 28,571,410 Diluted book value per share (PLN) Warsaw, March 19th 2010 Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys Danuta Ciosek Chief Accountant 17

18 OFF-BALANCE-SHEET ITEMS (PLN 000) Note Dec Dec I. Contingent liabilities 25 - II. Third-party assets used - - III. Forwards bought or written in the name and for the account of brokerage house 3 4,945 * - * notional value of futures contracts purchased in connection with the Company s acting as a futures market maker; open positions on equity-based futures are usually hedged with an offsetting position in equities (arbitrage transactions). Warsaw, March 19th 2010 Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys Danuta Ciosek Chief Accountant 18

19 INCOME STATEMENT (PLN 000) Note I. Revenue from brokerage activities, including: 27 55,320 49,219 - from related undertakings Commissions 44,848 45,895 a) on transactions in financial instruments executed in own name but for the account of customer 41,553 45,794 b) other 3, Other revenue 10,472 3,324 a) from offering of financial instruments 315 1,157 b) other 10,157 2,167 II. Costs of brokerage activity, including: 37,308 30,857 - from related undertakings fees payable to regulated markets, commodity exchanges, the National Depository for Securities and exchange clearing 9,855 8,796 houses 2. fees payable to commercial chamber salaries and wages 19,253 14, social security and other benefits employee benefits materials and energy used costs of maintenance and lease of buildings depreciation and amortisation 785 1, taxes and other public charges Other 4,565 3,555 III. Profit on brokerage activity (I-II) 18,012 18,362 IV. Income from financial instruments held for trading 28 1, Dividends and other distributions from profit, including: from related undertakings Valuation adjustments Gain on sale/redemption 1, Other - 92 V. Costs related to financial instruments held for trading 29 2,713 3, Loss on sale/redemption 2,713 3,060 VI. Loss on transactions in financial instruments held for trading (IV-V) ,440 VII. Income from financial instruments held to maturity VIII. Costs related to financial instruments held to maturity IX. Gain (loss) on transactions in financial instruments held to maturity (VII-VIII) - - X. Income from financial instruments available for sale Valuation adjustments 23 - XI. Costs related to financial instruments available for sale XII. Gain (loss) on transactions in financial instruments available for sale (X-XI) XIII. Other operating income Other XIV. Other operating expenses Other XV. Difference between provisions and impairment losses on receivables , Decrease in impairment losses on receivables Creation of impairment losses on receivables 977 1,407 XVI. Operating profit (loss) (III+VI+IX+XII+XIII-XIV+XV) 16,030 14,441 XVII. Finance income 1,919 3, Interest on time and other deposits 38 1,468 2,407 - from related undertakings Other interest

20 3. Foreign exchange gains a) realised 26 - b) unrealised Other finance income XVIII. Finance expenses 1,952 1, Interest on loans and borrowings, including: to related undertakings Other interest Foreign exchange losses a) realised - 41 b) unrealised Other finance expenses XIX. Profit (loss) before extraordinary items (XVI+XVII-XVIII) 15,997 15,818 XX. Extraordinary gains 40, XXI. Extraordinary losses 41, XXII. Pre-tax profit (loss) (XIX+XX-XXI) 15,997 15,818 XXIII. Corporate income tax 42 3,307 3, Current 3,848 2, Deferred XXIV. Other mandatory decrease of profit (increase of loss) XXV. Net profit (XXII-XXIII-XXIV) 12,690 12,499 Weighted average number of ordinary shares 28,690,784 28,571,410 Earnings (loss) per ordinary share (PLN) Diluted weighted average number of ordinary shares 28,999,944 28,571,410 Diluted earnings (loss) per ordinary share (PLN) Warsaw, March 19th 2010 Jacek Lewandowski President of the Mariusz Piskorski Stanisław Waczkowski Mirosław Borys Danuta Ciosek Chief Accountant 20