Opinion and report of statutory auditor with respect to the consolidated financial statement for 2012.

Transcription

1 Grant Thornton An instinct for growth Opinion and report of statutory auditor with respect to the consolidated financial statement for AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP 1 / 92

2 Grant Thornton An instinct for growth Opinion of an independent statutory auditor Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp.k. Ul. Abpa Antoniego Baraniaka 88 E Poznań Poland T F For the shareholders of Amica Wronki Spółka Akcyjna 1 We have reviewed the accompanying consolidated financial statements of the Capital Group, for which Amica Wronki Spółka Akcyjna is the parent company (Parent Company), headquartered in Wronki, ul. Mickiewicza 52, which includes a consolidated balance sheet as at 31 December 2012, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement for the period from 01 January 2012 to 31 December 2012, information on adopted accounting principles and other explanatory notes. 2 The parent company's Management Board is responsible for preparing the financial report and report on the Capital Group's activity in line with the applicable legislation. The Management Board and members of The Supervisory Board of the Parent Company are obliged to ensure that the consolidated financial statements and report on the activities of the Capital Group meet the requirement provided for in the Accounting Act of 25 September 1094 (unified text: Journal of Laws of 2009 No. 152, item. 1223, as amended) (Accounting Act). 3 Our task was auditing the attached consolidated financial statement and the giving of an opinion, on the basis of the audit, whether the statements meet the requirements of the accounting principles (policy) and present reliably and clearly all the relevant information for an assessment of the material and financial situation and also the financial result of the Capital Group. The examination of the consolidated financial statement was conducted according to the provisions: - Chapter 1 of the Accounting Act - the national financial reviewing standards issued by the National Council of Statutory Auditors, 2 / 92

3 We planned and conducted the examination in such a manner, in order to obtain reasonable certainty that the audited consolidated financial statement does not contain significant irregularities. Examination consisted of the checking - to a great degree at random - the documents and entries confirming the sums and information contained in the audited consolidated financial statement. The examination also included an assessment of the accounting principles (policies) applied by the affiliated companies signifying estimates made by Parent Company's Management Board, as also evaluation the general presentation of the consolidated financial statement. We consider that the examination conducted by us has provided sufficient basis for the expression of opinion on the consolidated financial statement. 4 In our opinion, the consolidated financial statements examined, in all essential aspects: - presents reliably and clearly information relevant to the evaluation of the asset and financial situation of the Capital Group for the day of the 31 December 2012, as also its financial result for the financial year from 01 January 2012 to 01 December 2012, - were drawn up according to the accounting principles arising from the International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and the associated interpretations announced in the form of ordinances of the European Commission, and in the extent not regulated by these Standards - conform to the requirements of the Accounting Act and the executive regulations issued on its basis, - is in accord with the legal regulations affecting the content of the consolidated financial statements and binding the Capital Group. 3 We acquainted ourselves with the report drawn up by the Parent Company's Management Board on the activity of the Capital Group for the period from the 01 January 2012 to 31 December It is our opinion that the report takes into account the provisions of article 49 section 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a state which is not an EU member state (Journal of Laws No 33/2009, item 259, as amended) Contained in this report of activities the sums and information originating from the consolidated financial statements examined by us correspond to these statements. Jan Letkiewicz Statutory auditor No 9530 Key auditor conducting the review on behalf of Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp. k, Poznań, ul. Abpa Antoniego Baraniaka 88E, an entity authorized to audit financial statements, the registration number 3654 Poznań, 24 April Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp k. All rights reserved. 3 / 92

4 Report of the examination of the consolidated financial statement for Amica Wronki Spółka Akcyjna Capital Group 4 / 92

5 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP 1 Information on the parent company The Parent Company in the Capital Group is Amica Wronki Spółka Akcyjna. The Parent Company was incorporated on 18 October The Parent Company was established for an indefinite period of time. The Parent Company's registered office is in Wronki, at ul Mickiewicza no. 52. The Parent Company's core business are the following: - production of household appliances, - wholesale and retail sales of personal and home use articles, - legal, accounting advice and consulting, - production and distribution of heat (hot steam and water). The core business of the subsidiaries is associated with the activity of the Parent Company, and the following are also core business of the subsidiaries: - wholesale and retail sale of computers, peripheral devices and software, - activity associated with IT consultancy, - hotels and similar premises for accommodation, - operation of objects serving to improve physical fitness. - advertising, - advertising agencies, - market and public opinion research. The Parent Company was registered on the 7 June 2001 in the register of entrepreneurs - the National Court Register maintained by the District Court in Poznań - Nowe Miasto and Wilda in Poznań, IX Commercial Division of the National Court Register, under the number KRS The Parent Company has a VAT number and REGON business statistical number The share capital of the Parent Company at the end of the financial year, the 31 December 2012, amounted to 15,551,000 PLN. The equity of the Capital Group on that day amounted to 420,968,000 PLN. According to explanatory note 31 to consolidated financial statement of the 31 December 2012 the ownership structure of the Parent Company's share capital was as follows: Shareholder Number of shares Number of voting rights Nominal value of shares Proportion of share capital Holding Wronki S.A % Noble TFI S.A % ING OFE % Quercus TFI S.A % Other shareholders % Total % 5 / 92

6 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP Registered shares in the amount of 2,896,750 have privileged voting rights at the General Shareholders' Meeting. Each registered share has 2 voting rights. According to information received from the Parent Company on the 24 April 2013 in the period from 01 January 2012 to 31 December 2012 and after the balance date, until the day of issuing this report, the following changes took place in the ownership of the Parent Company (concerning shareholders holding at least 5% of the votes of the General Shareholders Meeting): Shareholder as at qty as at % as at qty as at % as at qty as at % Holding Wronki % % % S.A. Noble TFI S.A % % % ING OFE % % % Ouercus TFI S.A % % % Other % % % shareholders Total % % % The Parent Company belongs to "Holding Wronki" S.A. Capital Group The Parent Company's Management Board on 24 April, 2010 was composed of: - Mr Jacek Rutkowski - President of the Management Board - Mr Wojciech Antkowiak - Vice President of the Management Board - Mr Wojciech Kocikowski - Member of the Management Board - Mr Marcin Bilik - Member of the Management Board - Mr Tomasz Dudek - Member of the Management Board In the period from the 1 of January 2012 to the 24 April 2013 there were no changes in the composition of the Parent Company's Management Board: 2 Composition of the Capital Group On the 31 December 2012 the composition of Capital Group Amica Wronki S. A. included subsidiaries (directly): Company Name Method of consolidation Auditor's opinion Name of entity, which audited financial statement Balance date, on which financial statement was drawn up Amica Commerce s.r.o Complete consolidation Reservations HLB Proxy s.r.o. 31 December 2012 Amica International Complete consolidation No reservations Markfort Rehbaum & 31 December 2012 GmbH Kollegen GmbH Gram A/S Complete consolidation No reservations PriceWaterhoussCoope rs 31 December 2012 HANSA Ltd. Complete consolidation No reservations CPA Assiooiated 31 December 2012 International Amica Far East Complete consolidation Not audited Not applicable 31 December 2012 InTeco Business Solutions Sp.zo o Complete consolidation No reservations Grant Thornton Frąckowiak Sp zo o. s.k. 31 December / 92

7 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP Company Name Method of consolidation Auditor's opinion Name of entity, which audited financial statement Balance date, on which financial statement was drawn up 31 December 2012 Hotel Olympic Sp. z o.o. Complete consolidation No reservations Grant Thornton Frąckowiak Sp z o.o. s.k. AGD Media Sp. z o.o Complete consolidation Report from inspection Grant Thornton Frąckowiak 31 December 2012 Sp. z o.o. s.k. Nova Panorama Sp. z o.o. Complete consolidation No reservations Grant Thornton Frąckowiak 31 December 2012 Sp. z o,o, s.k. Nowe Centrum Sp. z o.o. Complete consolidation No reservations Grant Thornton Frąckowiak 31 December 2012 Sp, z o.o. s.k. Amica Marketing Sp. z Complete consolidation Not audited Not applicable 31 December 2012 o.o. Hansa Ukraine Complete consolidation Not audited Not applicable 31 December 2012 In comparison with the previous year the number of companies included in consolidation was increased by the company Hansa Ukraine. On 28 August, 2012 the merger of the Parent Company with Sidegrove Holdings was registered. 3 Consolidated financial statement for the previous year The consolidated financial statement of the Company for the financial year ending 31 December 2011 (previous financial year) was audited by Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp. k, on behalf of whom acted statutory auditor Jan Letkiewicz, registration no As a result of the audit of the financial statements the statutory auditor issued an opinion without reservations. The consolidated financial statement of Capital Group for the financial year ending on the 31 December 2011 was confirmed by the General Shareholders Meeting of the Parent Company on the 01 June The consolidated financial statement of Capital Group for the financial year ending on the 31 December 2011 (the previous financial year) together with the opinion of the statutory auditor, by resolution of the General Shareholders Meeting on endorsement of the consolidated financial statement and report of the activity of Capital Group was submitted on the 26 July 2012 in the National Court Register. The required elements of consolidated financial statements for the financial year ended 31st December 2011 (previous year), together with the statutory auditor's opinion, the resolutions of the General Shareholders Meeting on the endorsement of the consolidated financial statements were published in the Official Journal of the Republic of Poland B. 4 Information on entity authorised for examination and statutory auditing Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp. k. with its registered office in Poznan,ul. Abpa Antoniego Baraniaka 88E, is an entity authorised to examine the financial statements, entered under the number 3651 on the list maintained by the National Council of Statutory Auditors in Poland. 7 / 92

8 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP On behalf of Grant Thornton Frąckowiak Sp. z o.o. sp.k. the audit of the Capital Group's consolidated financial statements was supervised by statutory auditor Jan Letkiewicz, registration no Grant Thornton Frąckowiak Sp. z o.o. sp.k. was selected by the Supervisory Board on the 29 February 2012 to conduct the audit of the financial statements of the Company for the financial year ending on the 31 December We conducted the audit of these consolidated financial statements on the basis of the agreement concluded with the Parent Company's Management Board on the 07 March Extent and time of audit The purpose of our examination was to express a written opinion together with a report, whether the consolidated financial statement for the financial year ending on the 31 December 2012, in all major aspects, reliably and clearly represents the material and financial situation, as also the financial results of Capital Group, according to the accounting principles (policy), arising from the International Accounting Standards, International Financial Reporting Standards and connected interpretations announced in the form of ordinances of the European Commission, and in the extent not regulated by these Standards - complying with the requirements of the Accounting Act dated 29 September 1594 (uniform text: Journal of Laws No 152/2009, item 1223 as amended) and the executive regulations issued on its basis. In the examination of positions of the consolidated financial statement and consolidated documentation we list the tests and samples appropriate for financial auditing. On the basis of these tests and samples we are satisfied with regard to the correctness of the examined positions. We did not examine aspects having no effect on the consolidated financial statement being verified. The audit of the consolidated financial statement of Capital Group for the financial year ending on the 31 December 2012 was conducted by us between the 09 April 2013 and the 24 April Declaration of independence Grant Thornton Frąckowiak Sp. z o.o. sp.k., members of management of the General Partner, the chain to which the entity authorised to audit belongs, the statutory auditor conducting the investigation and other persons participating in the investigation meet the conditions for issuing an impartial and independent opinion on the Capital Group's consolidated financial statements being investigated, as described in art. 56 of the Act of 7 May 2009 regarding statutory auditors, entities authorised to audit financial statements and public supervision (Journal of Laws, No. 77, item 649, as amended). 8 / 92

9 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP 7 Accessibility of information and statements received The Parent Company's Management Board submitted to us on the 24 April 2013 a written statement of the completeness, reliability and propriety of the examined consolidated financial statement and also, that between the balance date and the day of completing the examination nothing had occurred which might have a significant effect on the Capital Group's financial standing and would require to be taken into account in the consolidated financial statement. The Parent Company's Management Board confirmed to us that it takes responsibility for the approved consolidated financial statement and stated that it would make available to us during the audit all financial statements of consolidated companies, consolidated documents, information and other documents required and also provided us with clarification essential to the issue of an opinion on the examined consolidated financial statement. We believe that the evidence obtained provided us with sufficient basis to express an opinion on the consolidated financial statements and, therefore, there were no limitations to the scope of our review. 8 Consolidated balance sheet ASSETS (thousands PLN) A. FIXED ASSETS Intangible Fixed Assets Goodwill of subsidiaries Property, plant and equipment Investments Financial assets Long-term deferred charges and accruals B. CURRENT ASSETS Inventory Short-term receivables Short-term investments Short-term deferred charges and accruals C. ASSETS CLASSIFIED AS ITEMS FOR SALE TOTAL ASSETS LIABILITIES (thousands PLN) A. EQUITY CAPITAL B. LIABILITIES AND RESERVES Reserves for liabilities Long term liabilities Current Liabilities Deferred charges and accruals C. LIABILITIES ASSOCIATED WITH ASSETS FOR SALE TOTAL LIABILITIES: / 92

10 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP 9 Consolidated statement of comprehensive income REVENUE AND COSTS (thousands PLN) Net revenue from sale of products Cost of operating activities Profit (loss) on sales Other operating revenue Other operating costs Profit (loss) on operating activities Financial revenue Financial costs Profit (loss) from sales of all or part of shares in subsidiaries Gross profit (loss) Income tax Net profit (loss) Total other income Comprehensive income for the period Basic data and key financial performance indicators The information and financial indicators presented below for the years 2010, 2011 and 2012, illustrates the Capital Group's financial situation in this period. All indicators have been calculated on the basis of information contained in the consolidated financial statements of the Capital Group for the years ending on the 31 December 2012 and on the 31 December KPI Calculation formula KPI value Sales revenue (thousands PLN) Net financial result** (thousands PLN) Equity capital (thousands PLN) Total assets (thousands PLN) return on assets (ROA) (%) closing balance of net financial results / total 5.4% 10.1% 1.9% assets return on equity (ROE)(%) net financial result / opening balance of 12.8% 26.5% 5.4% equity net profit margin (%) Net profit margin on sales / revenue from the 4.6% 3.5% 2.7% sale current ratio Total current assets / short term liabilities cash ratio cash / short term liabilities receivables turnover ratio (days) receivables arising from deliveries and services* x 365 days / revenue from sale of products and goods / 92

11 AMICA WRONKI SPÓŁKA AKCYJNA CAPITAL GROUP KPI Calculation formula KPI value liabilities turnover ratio (days) liabilities from deliveries and services x days / internal cost of sales inventory turnover ratio (days) inventory x 1365 days / internal cost of sales sustainability of financing ratio (equity capital + long-term liabilities) / total 53.9% 51.3% 44.2% liabilities debt-to-assets ratio (%) (total liabilities - equity) / total liabilities 50.4% 54.7% 60.9% Inflation indicator: annual average (%) from December to December (%) * Before reduction by write-downs. ** equity capital includes capital allocated to shareholders of the Parent Company and minority shareholders; the net financial result includes the result allocated to shareholders of the Parent Company and minority shareholders. 11 Business continuity In the "Basis for Preparation and accounting Principles" section "a" of the supplementary information to the examined consolidated financial statement of Capital Group for year ending on the 31 December 2012 the Management Board of the Parent Company announced that the financial statement of the Parent Company and financial statements of subsidiaries which are the basis for the drawing up of a consolidated financial statement were drawn up assuming a continuation of activity by these Companies for a period not less than 12 months from the day of the 31 December 2012, and that no circumstances occurred indicating a threat to the continuation of activity by the Parent Company and subsidiaries. During our examination we did not note the existence of significant circumstances, which might convince us that the Parent Company is not in a condition to continue activity for at least 12 months counting from the date of balance, that is from the 31 December 2012 with the effect intended or enforced cessation or significant limitation of current activity. 12 Financial year The financial statements of all Capital Group companies being the basis of the consolidated financial statement, were drawn up on the 31 December 2012 and include financial information for the reporting period from the 01 January 2012 to the 31 December Accounting principles (policy) and methods of presentation of financial information Changes to the Capital Group's accounting principles (policy) and their effects are presented in the section "Error Correction and Changes in Accounting Principles" in the additional information and clarification of the consolidated financial report of the Capital Group for the year ending on the 31 December / 92

12 14 Goodwill from consolidation The principles for determining the company's goodwill from consolidation, principles for making goodwill impairment write-offs and information enabling evaluation of changes in the company's balance during the period from 01 January 2012 to 31 December 2012 are recognised in the "Basis for Preparation and Accounting Principles" and explanatory note 5 to the consolidated financial statement. 15 Shareholders' Equity The level of equity shown in the consolidated balance of the 31 December 2012 complies with the consolidation documentation. Non-controlling shares at 31 December 2012 amounted to 651,000 PLN. Financial information concerning equity is presented in explanatory note 16 to consolidated financial statement. 16 Consolidation exclusions Concerning companies included in consolidation exclusion is conducted for: mutual settlements (receivables and liabilities), internal turnover (revenue and costs), results not achieved by companies included in the consolidation, recognised in the value of their assets, dividends are in accordance with consolidation documentation. 17 Sale of shares in a subsidiary In the financial year ending on the 31 December 2012 of the Capital Group there was no shares in subsisiaries were disposed of. 18 Completeness and correctness of consolidation documentation As a result of our examination, we recognise that the consolidation documentation is in all material aspects, complete and correct and that it fulfils the conditions applicable to consolidation documentation. In particular it concerns exclusions arising from consolidation adjustments. 19 Asset and liability structure of consolidated balance The Capital Group's asset and liability structure is presented in a consolidated financial statement for the year ending on the 31 December The information shown in the consolidated financial statement is in accordance with the consolidation documentation. 20 Items affecting the capital group's financial result Characteristics of items affecting the Capital Group's financial result are presented in the audited consolidated financial statement for the year ending on the 31 December The information shown in the consolidated financial statement is in accordance with the consolidation documentation. 12 / 92

13 21 Additional information concerning the adopted accounting policy and other clarifications. Additional information on the adopted accounting principles and other explanatory information to the consolidated financial statement for the financial year ending on the 31 December 2012 was drawn up in all material aspects according to the accounting principles (policy), arising from the International Accounting Standards, International Financial Reporting Standards and associated interpretations announced in the form of ordinances of the European Commission, and in the extent not regulated in these Standards - appropriate to the requirements of the Accounting Act and issued in the form of executive regulations. 22 Report of the activity of the capital group We familiarised ourselves with the report of the Parent Company's Management Board on the activity of the Capital Group for the financial year ending on the 31 December The information contained in this report of activity originating from the consolidated financial statement for the financial year ending on the 31 December 2012 corresponds to it. Report on the activities of the Capital Group takes into account the provisions of article 49 section 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a state which is not an EU member state (Journal of Laws No 33/2009, item 255, as amended) This report contains 10 pages. Jan Letkiewicz Statutory auditor No 9530 Key auditor conducting the review on behalf of Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp. k, Poznań, ul. Abpa Antoniego Baraniaka 88E, an entity authorized to audit financial statements, the registration number 3654 Poznań, 24 April Grant Thornton Frąckowiak Spółka z ograniczoną odpowiedzialnością sp k. All rights reserved. 13 / 92

14 Dear Shareholders, Letter to the Shareholders Wronki, 25 April 2013 On behalf of the Board of Management of AMICA WRONKI, it is with great satisfaction that I present to you the Company's financial statement, the Amica Wronki Capital Group's consolidated financial statement for 2012, and a description of the major events of the past reporting period (included in the report on the Company's activities), the contents of which, in my opinion, allow us to look optimistically at the future despite some of the macroeconomic forecasts for the coming years in Poland and Europe appearing unusually complex and uncertain. Just as was the case in the financial year before last, the main share of revenue for 2012 will also consist of sales results for foreign markets. This also indicates that the decision taken by us years ago to create and consistently expand our company on the basis of international distribution channels was the right one, and we shall remain faithful to this strategy in the years to come. The key elements for the long-term increase in the Company's value and strengthening of the market position of the Company's products, over the next few years, would appear to be further strong development of trading platforms abroad, and the expansion of production potential. We have already mentioned this many times, but it is worth another reminder that on 19 October 2012 we proudly celebrated a record in the production of cooking appliances - on that day, for the first time in the company's history the millionth kitchen appliance manufactured in a single year rolled off the assembly line. This was a great day for the Amica brand, a celebration of our company's community - the employees at every level, whose commitment and dedication allow the Management Board to consistently realise our development plans. Our plans are clear, perhaps also bold, but also justified by our recent results - we want to be one of the best companies in Europe in this branch. I believe that Amica is able to meet this challenge, although we must not forget that each day brings new challenges for us to face. It has become almost a tradition that, along with publication of the results for 2012, I wish to thank my Colleagues from the Supervisory Board, the core and wider Management Board, Amica's Employees and those of the subsidiaries for the commitment they have put into the development of the Company - the time and energy you dedicate, the 14 / 92

15 comments and thoughts which you share with us are the foundation of Amica's activities and point us in the right direction. In passing on the attached reports, I also wish to extend my warmest thanks to our Customers for the trust they have shown - we will make every effort to ensure that the products offered by Amica meet your requirements and expectations. I also thank our suppliers and collaborators, in appreciation of their tangible contributions to our achievements and production of the Company's present and future results. With sincere respect, /-/ Jacek Rutkowski President of the Board Amica Wronki S.A. 15 / 92

16 AMICA WRONKI S.A. CAPITAL GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012 WRONKI, 24 APRIL / 92

17 CONTENTS SELECTED FINANCIAL DATA... 3 CONSOLIDATED BALANCE SHEET... 4 CONSOLIDATED STATEMENT OF TOTAL REVENUE... 6 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY... 8 ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENT General Basis for preparation and accounting principles Error correction and change in accounting principles Operating segments Acquisition and sale of subsidiaries Investment in affiliated companies Goodwill Goodwill from consolidation Intangible assets excluding goodwill Property, plant and equipment Assets in leasing Investment property Financial assets and liabilities Assets and reserves for deferred tax Inventory Receivables from deliveries and services and other receivables Cash and equivalents Fixed assets designated for sale and discontinued activities Shareholders' Equity Employee benefits Other reserves Liabilities from deliveries and services and other liabilities Deferred charges and accruals Operating revenue and costs Financial revenue and costs Income tax Profit per share and dividends paid Transactions with affiliates and subsidiaries Contingent assets and liabilities Risk affecting financial instruments Capital management Significant events during fiscal year Events after the balance date Other information Approval for publication / 92

18 thousands PLN thousands EUR SELECTED FINANCIAL DATA Year 2012 Year 2011 Year 2012 Year Net revenue from sales of products, goods and material Profit (loss) on operating activities Profit (loss) before tax Net profit (loss) allocated to company shareholders Net profit (loss) allocated to minority shareholders Net cash flows from operating activities Net cash flows from investment activities Net cash flows from financial activities Total net cash flows Total assets Liabilities and reserves Long term liabilities Current Liabilities Equity capital allocated to shareholders Equity capital allocated to minority shareholders Share capital Number of shares Number of own shares for disposal Number of own shares for redemption Profit (loss) per ordinary share Diluted profit (loss) per ordinary share Book value per share (PLN / EUR) Paid dividend per share (PLN / EUR) *In order to calculate the book value per share, equity capital was increased by the value of shares presented in equity capital with a negative sign. Financial data was converted to the euro according to the following currency exchange rates: 31/12/ /12/2011 Currency exchange rates for the profit and loss account as well as cash flow statement are as follows Currency exchange rates for the balance sheet are respectively 3 / 92

19 CONSOLIDATED BALANCE SHEET thousands PLN as at as at ASSETS I. Fixed assets Intangible assets, of which: goodwill Goodwill of subsidiaries Property, plant and equipment Investments Investment property Others 0 5. Financial assets Financial assets available for sale 0 0 a) in subsidiaries and affiliates b) in other entities Long-term loans and receivables for subsidiaries and affiliates for other entities Other long-term financial assets Long-term deferred charges and accruals Deferred income tax assets Other deferred charges and accruals II Current Assets Inventory Short-term receivables From affiliated entities From other entities Short-term investments Short-term financial assets a) in subsidiaries and affiliates b) in other entities c) cash and other cash assets Other short-term investments 0 4. Short-term deferred charges and accruals III. Assets classified as items for sale 0 0 Total assets / 92

20 CONSOLIDATED BALANCE SHEET - continued thousands PLN as at as at LIABILITIES I. Shareholders' Equity Equity capital allocated to shareholders Share capital Called up share capital (negative value) 1.3 Own shares (negative value) Supplementary capital Revaluation reserve capital Other reserve capitals Exchange gain (loss) on consolidation a) currency translation gains b) currency translation losses Profit (loss) from previous years Net profit (loss) Write-offs from the net profit during financial year (negative value) 2. Minority shareholders II Liabilities and reserves Reserves for liabilities Deferred income tax reserve Retirement benefits reserves a) long-term b) short-term Other reserves a) long-term b) short-term Long term liabilities Towards affiliated entities Towards other entities Current Liabilities Towards affiliated entities Towards other entities Deferred charges and accruals long-term short-term III. Liabilities associated with assets for sale 0 0 Total liabilities Book value Number of shares Book value per share (PLN) 55,82 47,08 Number of shares taking into account own shares Number of own shares / 92

21 thousands PLN CONSOLIDATED STATEMENT OF TOTAL REVENUE Year 2012 Year 2011 I. Net revenue from sales of products, goods and materials, including: from subsidiaries and affiliates Net revenue from sale of products Net revenue from sales of products, goods and materials II. Costs of products, goods and materials sold, of which: to subsidiaries and affiliates Cost of producing goods sold Value of goods and materials sold III. Gross profit (loss) on sales IV. Sales costs V. General administrative expenses VI. Profit (loss) on sales VII. Other operating revenue Profit on sales of non-financial fixed assets Subsidies Revaluation of non-financial assets Other operating revenue VIII. Other operating costs Loss on sales of non-financial fixed assets Revaluation of non-financial assets Other operating costs IX. Profit (loss) on operating activities X. Financial revenue Share dividends, including: - from subsidiaries and affiliates 2. Interest, of which: from subsidiaries and affiliates Profit on sale of investments 0 4. Revaluation of investment 5. Others XI. Financial costs Interest, including: for subsidiaries and affiliates 2. Loss on sale of investments Revaluation of investment 4. Others / 92

22 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME C/D thousands PLN Year 2012 Year 2011 XII. Profit (loss) from sales of all or part of shares in subsidiaries 210 XIII. Profit (loss) before tax XIV. Income tax XIV. XV. 1. current deferred Other obligatory decrease of gross profit (increased loss) Net profit (loss) share of subsidiaries and affiliates consolidated by equity method XV. Net profit in the financial year including: allocated to company shareholders allocated to minority shareholders XVI. Total other income Cash flow hedging instruments Income tax from hedging instruments Resolution of reserves for re-evaluated fixed assets Exchange gain (loss) on consolidation XVII. Comprehensive income for the period Net profit (loss) Weighted average of number of ordinary shares (number of shares) Number of shares issued Number of own shares Profit (loss) per ordinary share (PLN) / 92

23 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Stated capital Supplementa ry capital Nondistributed result Assets /own shares/ available for sale Net cash flow hedging instruments Reserve from revaluation Other reserve capitals Exchange gain (loss) on consolid ation Minority shareholde rs capital Total equity capital Balance as at Adjustment of fundamental errors Balance at after adjustment of fundamental error Changes in equity capital in 2011, including Buy-back to redeem own shares Share redemption 0 Re-booking of financial result to equity capital Re-booking of financial result to Company Social Provision Fund 0 Total comprehensive income for Settlement of subsidiary entering the group 0 Settlement of mergers of companies Other changes Transactions with a minority shareholders 0 Balance as at / 92

24 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY continued Stated capital Supplemen tary capital Nondistributed result Assets /own shares/ available for sale Net cash flow hedging instruments Reserve from revaluatio n Other reserve capitals Exchange gain (loss) on consolidatio n Minorit y shareh olders capital Total equity capital Balance as at Adjustment of fundamental errors Balance at after adjustment of fundamental error Changes in equity capital in 2011, including Buy-back to redeem own shares Share redemption Re-booking of financial result to equity capital Re-booking of financial result to Company Social Provision Fund Total comprehensive income for Settlement of subsidiary entering the group Settlement of mergers of companies Other changes Transactions with a minority shareholders Balance as at / 92

25 CONSOLIDATED CASH FLOW ACCOUNT A. Cash flows from operating activities A period from to thousands PLN Period from to I. Net profit Income tax II. Profit before tax III. Total adjustments Minority profit (loss) 0 2 Depreciation Currency translation gains (losses) Interest and profit sharing (dividend) Profit (loss) on investment activities Change in provisions Change in inventory Change in receivables Change in short-term liabilities excluding credits and loans Cash flows related to hedging Change in prepayments and accruals Other adjustments Income tax paid III. Net cash flows from operating activities (I+/-II) - indirect method B. Cash flows from investment activities I. Inflows Disposal of intangible assets and property, plant and equipment Disposal of investments in real property and in intangible assets 0 3. From financial assets, including: a) in subsidiaries and affiliates 0 - sale of financial assets - dividend and profit sharing - repayment of long-term loans - Interest - other inflows from financial assets b) in other entities sale of financial assets 0 - dividend and profit sharing 0 - repayment of long-term loans 0 - Interest other inflows from financial assets 0 4. Other inflows from investment activities / 92

26 CONSOLIDATED CASH FLOW ACCOUNT Period from to thousands PLN Period from to II. Outflows Acquisition of intangible assets and property, plant and equipment Investments in real property and in intangible assets 0 3. For financial assets, including: 0 0 a) in subsidiaries and affiliates acquisition of financial assets 0 - granted long-term loans b) in other entities acquisition of financial assets - granted long-term loans 4. Dividends and other profit sharing paid out to minority shareholders 5. Other outflows from investment activities III. Net cash flows from investment activities (I-II) C. Cash flows from financial activities I. Inflows Net inflows from issuance of shares and other capital instruments and from capital contributions 2. Credits and loans Issuance of debt securities Other inflows from financial activities II. Outflows Acquisition of own shares Dividends and other payments to shareholders Profit distribution liabilities other than profit distribution payments to shareholders 0 4. Repayment of credits and loans Redemption of debt securities From other financial liabilities Payment of liabilities arising from financial leases Interest Other outflows from financial activities III. Net cash flows from financial activities (I-II) D. Total net cash flows (A.III+/-B.III+/-C.III) E. Balance sheet change in cash, including: change in cash due to currency translation differences change in cash due to consolidation F. Opening balance of cash G. Closing balance of cash, including of limited disposability / 92

27 ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENT General a) Information on the parent company Amica Wronki S.A. was founded by a notary act of 18 October The Company is registered in the register of entrepreneurs of the National Court Register maintained by the District Court in Poznań Nowe Miasto and Wilda, IX Commercial Division, under the number KRS The Company was issued the business statistical number REGON The Company's shares are listed on the Warsaw Stock Exchange. The Parent Company's registered office is at 52 Mickiewicza Street in Wronki (64-510). The Company's registered office is also its main place of company's business. The Company is the parent of the Amica Wronki Capital Group, which consists of the following entities: Amica Wronki S.A, Amica International GmbH, Gram A/S), Amica Commerce sro, Hansa Rosja ooo, Amica Far East Ltd, Inteco Business Solution Sp. z o.o, Hotel Olympic Sp. z o.o, AGD Media Sp. z o.o, Nova Panorama Sp. z o.o., Nowe Centrum Sp. z o.o, Amica Marketing Sp. z o.o, Hansa Ukraina ooo. The parent company of Amica Capital Group is Holding Wronki S.A. The ultimate holding entity is a natural person. b) Composition of the Parent Company's Management Board and Supervisory Board The Parent Company's Management Board on the day the Consolidated Financial Statement was confirmed for publication, i.e. 24 April 2012, was composed of: Mr Jacek Rutkowski, President of the Board, Mr Marcin Bilik Vice President of the Management Board for Operational Affairs, First Vice President of the Management Board Mr Wojciech Antkowiak, Vice President of the Management Board responsible for Trade and Marketing Mr Wojciech Kocikowski, Vice President of the Management Board responsible for Finance Mr Tomasz Dudek, Vice President of the Management Board responsible for Purchasing and Logistics In the period from the 1 January 2011 to the 23 April 2013 there were no changes in the composition of the Parent Company's Management Board. On 24 April 2013 the Parent Company's Supervisory Board was composed of: Mr Tomasz Rynarzewski - Chairman of the Supervisory Board Mr Piotr Sawala - Member of the Supervisory Board Mr Wojciech Kochanek - Member of the Supervisory Board Ms Bogna Sikorska -Independent Member of the Supervisory Board Mr Grzegorz Golec -Independent Member of the Supervisory Board In the period from the 1 January 2012 to the 24 April 2013 composition of the Supervisory Board did not change. c) The Nature of the Group's Business The Group's core business is: Manufacture of electrical and gas heating appliances, electrical refrigerators and washing machines, Import of materials and export of ready products, Wholesale and retail sales, Sales of maintenance and repair services and heating media. A broader description of the business conducted by the Group was included in note 1 concerning operational segments. 12 / 92

28 d) Information on the Capital Group The Amica Wronki Capital Group includes the following subsidiaries: Headquarters of subsidiary Proportion of share capital Purchase price 31/12/ /12/2011 Cumulative impairment Purchase loss price Amica International Gmbh Germany 100% Amica Commerce s.r.o. the Czech Republic 100% Gram Domestic A/S Denmark 100% HANSA OOO Russia 100% Sidegrove Holdings Ltd. Cyprus 100% Amica Far East Ltd. Hong Kong 100% Hansa Ukraina ooo Ukraine 100% 134 Inteco Business Solutions Sp. z o.o. Poland 80% 8 8 Hotel Olympic Sp. z o.o. Poland 100% AGD Media Sp. z o.o. Poland 100% Nova Panorama Sp. z o.o. Poland 100% Nowe Centrum Sp. z o.o. Poland 100% Amica Marketing Poland 100% Cumulative impairment loss Total Balance of investments Changes in the value of shares in subsidiaries are disclosed in note 2 e) Approval for publication The present financial statement prepared for the year ending 31 December 2012 (along with comparative data) was approved for publication by the Parent Company's Management Board on 24 April 2013 (see note 32). Basis for preparation and accounting principles a) The basis for drawing up the consolidated financial statement The Group's financial statement has been prepared in compliance with the International Financial Reporting Standards (henceforth "the IFRS") approved by the European Union, in force since 31 December Both the functional and the presentation currency of the present financial consolidated statement is the Polish zloty, and all amounts are given in thousands of Polish zlotys (unless indicated otherwise). This financial statement was prepared with the assumption that the business of the parent company and subsidiaries is to continue operating in the foreseeable future. On the date this consolidated financial report is approved for publication there are no circumstances that could be regarded as a threat to the continued business operations of the parent company and subsidiaries. b) Changes in standards or interpretations Changes in the standards or interpretations in force and applied by the Group since 2012 New or amended standards and interpretations below, which apply since 01 January 2012: IFRS 7 (Amendment) Financial Instruments: Disclosures - effective date: annual periods beginning on or after 1 July The amendment introduces additional disclosures about transfers of financial assets, both those which result in derecognition in the balance sheet, as well as those that give rise to corresponding liabilities. IFRS 1 (change) "First-time Adoption of International Financial Reporting Standards" - comes into force: annual periods beginning on or after 1 July So far, IFRS 1 offered the opportunity to take advantage of certain exemptions depending on whether the transaction occurred before or after 1 January Amendment to IFRS 1 applies to the replacement of that date with the date of transition to applying IFRS. In addition, a procedure was amended when an entity has acted during acute hyperinflation, when price indices could not be achieved and foreign currency was not stable. IAS 12 (Amendment), "Income tax" - effective date: annual periods beginning on or after 1 January The revised standard governs how the deferred tax is calculated in cases where the tax law applies differently to recovering the value of the investment property through its use (rents) and the sale, the entity has no plans to sell it. The amendment IAS 12 causes the withdrawal of SIC 12 interpretation because its rules have been incorporated into the standard. The amendment will not significantly affect the consolidated financial statement. 13 / 92