SYGNITY S.A. CAPITAL GROUP



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Transcription:

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

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 18-2 -

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 000 000 Q4 Q4 Sygnity Group Sygnity Group Sales revenues 428 420,2 Operating profits (loss) 33 (7.5) Operating expenses 4.6 41 Q3 first effects of restructuring Data in PLN 000 Q3 Q3 Proforma (ComputerLand Group + Sygnity Group Emax Group) Sales revenues 250 645 299 599 Operating profits (loss) of which (54 579) 3 909 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) 3 909 Net profit/loss (50 077) 1 584 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 80-90 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 -

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 50-60 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. - 4 -

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: 250 645 877 060 174 203 506 856 Net income from sale of products 154 784 463 564 134 446 376 307 Net income from sale of goods and materials 95 861 413 496 39 757 130 549 Cost of sales of products, goods and materials including: (230 626) (797 207) (137 123) (392 177) Cost of sales of products (142 273) (419 219) (101 152) (271 472) Cost of sales of goods and materials (88 353) (377 988) (35 971) (120 705) Gross profit on sales 20 019 79 853 37 080 114 679 Other operating revenues 1 970 5 405 4 523 6 678 Selling and distribution expenses (17 003) (49 710) (12 595) (38 354) General administration expenses (48 533) (130 259) (24 872) (85 949) Other operating costs (11 032) (32 275) (247) (2 913) Operating profit /(loss) (54 579) (126 986) 3 889 (5 859) Financial revenues 2 504 3 967 217 1 955 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 55 105 (13) (8) Profit /(loss) before tax (57 435) (135 613) 3 389 (12 077) Income tax 7 358 11 983 (917) 224 Net profit: (50 077) (123 630) 2 472 (11 853) attributable to: Minority interest 48 (15 736) 113 127 Equity holders of the parent (50 125) (107 894) 2 359 (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 -

Consolidated quarterly financial statements as of Interim consolidated balance sheet 31 December Fixed assets (long-term) Tangible fixed assets 46 089 53 664 30 701 Investment property 3 623 3 709 - Goodwill 159 672 167 233 47 616 Other intangible assets 93 178 117 630 23 812 Investments in associates 640 745 119 Financial assets valued at fair value via financial result 3 474 2 817 179 211 Long-term receivables 1 664 2 477 992 Long-term prepayments 182 358 236 Deferred tax assets 30 003 16 647 13 271 Long-term assets held for sale - - 3 738 338 525 365 280 299 696 Current assets (short-term) Inventories 73 428 54 584 31 795 Trade and other receivables 272 993 392 680 169 751 Short-term prepayments 88 076 103 522 43 234 Loans granted 3 775 3 027 403 Financial assets valued at fair value via financial result 1 661 704 2 998 Cash and cash equivalents 24 528 59 774 6 456 464 461 614 291 255 839 Total assets 802 986 979 571 555 535-6 -

Consolidated quarterly financial statements as of Interim consolidated balance sheet 31 December Equity Share capital 14 009 11 171 11 167 Share premium 282 633 173 837 173 448 Other capital reserves 148 869 159 067 158 583 Foreign exchange differences 121 41 (2) Accumulated profit /(loss) (145 396) (39 399) (23 601) Equity attributable to equity holders of the parent 300 236 304 717 319 595 Minority interest 2 872 128 956 4 022 Total equity 303 108 433 673 323 617 Long-term liabilities Long-term bank loans and credits 1 052 243 294 Other financial liabilities 4 373 4 450 1 245 Retirement benefits provision 728 726 490 Provisions for liabilities 939 689 - Long-term accruals 384 4 359 730 Deferred tax provision 30 819 33 602 6 739 38 295 44 069 9 498 Short-term liabilities Short-term bank loans and credits 192 507 87 471 10 404 Trade and other liabilities 117 119 275 040 161 957 Income tax liabilities 2 062-746 Financial liabilities valued at fair value via financial result 86 220 77 326 1 000 Other financial liabilities 2 276 4 421 - Retirement benefits provision 326 82 378 Provisions 12 597 9 074 413 Short-term accruals 48 476 48 415 47 522 461 583 501 829 222 420 Total liabilities 499 878 545 898 231 918 Total equity and liabilities 802 986 979 571 555 535-7 -

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 10 139 57 014 158 099 (399) (25 553) 199 300 4 539 203 839 Taking up shares- execution of managerial options 28 2 434 - - - 2 462-2 462 Issue of W series shares 1 000 114 000 - - - 115 000-115 000 Net profit - - - - 2 359 2 359 113 2 472 Appropriation of net profit in the parent company - - - - - - - - Costs of managerial options - - 484 - - 484-484 Foreign exchange differences - - - (16) - (16) - (16) Changes in the make-up of the Group - - - 413 (407) 6 (630) (624) Equity as at 11 167 173 448 158 583 (2) (23 601) 319 595 4 022 323 617 Nine months Equity as at 1 January 10 090 53 467 166 404 (415) (13 563) 215 983 4 534 220 517 Taking up shares- execution of managerial options 77 5 981 - - - 6 058-6 058 Issue of W series shares 1000 114 000 - - - 115 000-115 000 Net profit - - - - (11 980) (11 980) 127 (11 853) Appropriation of net profit in the parent company - - 5 273 - (12 219) (6 946) - (6 946) Costs of managerial options - - 1 452 - - 1 452-1 452 Foreign exchange differences - - (14 546) - 14 546 - - - Changes in the make-up of the Group - - - 413 (385) 28 (639) (611) Equity as at 11 167 173 448 158 583 (2) (23 601) 319 595 4 022 323 617-8 -

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 14 009 282 633 148 664 87 (95 650) 349 743 2 824 352 567 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 - - 205 - - 205-205 Costs of shares issue - - - - - - - - Foreign exchange differences - - - 34-34 - 34 Other changes in the make-up of the Group - - - - 379 379-379 Equity as at 14 009 282 633 148 869 121 (145 396) 300 236 2 872 303 108 Nine months Equity as at 1 January 11 171 173 837 159 067 41 (39 399) 304 717 128 956 433 673 Taking up shares- execution of managerial options 43 3 753 - - - 3 796-3 796 Issue of merger shares of (X series) 2 795 252 469 - - - 255 264-255 264 Repurchase of minority interest in EMAX Group - (147 345) - - - (147 345) (107 919) (255 264) Declared dividend for - - (10 813) - - (10 813) - (10 813) Net profit - - - - (107 894) (107 894) (15 736) (123 630) Costs of managerial options - - 615 - - 615-615 Costs of shares issue - (81) - - - (81) - (81) Foreign exchange differences - - - 80-80 - 80 Other changes in the make-up of the Group - - - - 1 898 1 898 (2 429) (531) Equity as at 14 009 282 633 148 869 121 (145 396) 300 236 2 872 303 108-9 -

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) (135 613) 3 389 (12 077) Adjustments: (11 510) 3 989 10 687 (78 154) Share of profit in associates (55) (105) 12 8 Depreciation and amortisation 8 197 37 123 6 483 18 540 Foreign exchange (gains) /losses (385) (195) (660) (165) Net interest and share in profits 5 069 7 875 (285) 5 687 (Profit) /loss on investment activity 9 309 21 396 (4 602) (4 490) Change in working capital (33 292) (64 596) 9 113 (99 233) Costs of managerial options 205 615 484 1 452 Other adjustments (558) 1 876 142 47 Cash from operations (68 945) (131 624) 14 076 (90 231) Income tax (paid) / returned 105 (1 205) (829) (6 594) Net cash flow from operating activities (68 841) (132 829) 13 247 (96 825) Cash flow from investing activities Proceeds from sale of fixed and intangible assets 295 1 219 530 958 Sale / (purchase) of short-term securities 153 782 2 213 80 519 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 301 301 - - 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) 9 739 Proceeds from issue of shares, other equity instruments and contributions to equity 851 11 173 2 131 6 060 Dividends and other paymenst to owners (10 223) (10 223) (6 655) (6 655) Receipts from loans and credits 69 100 177 124-37 166 Repayment of loans and credits (257) (72 533) (27 900) (28 025) Repayment of lease liabilities (236) (2 185) - - Issue of interest-bearing bond - 27 536 75 000 75 000 Redemption of convertible bonds (7 647) (7 647) - (67 669) Interest paid (909) (3 830) 176 (28 973) Other financing expenditures and receipts 274 260 150 68 Net cash flow from financing activities 50 952 119 675 42 902 (13 028) Net change in cash and cash equivalents (23 789) (35 246) (1 460) (100 114) Cash and cash equivalents at period beginning 48 317 59 774 7 916 106 570 Cash and cash equivalents at period end 24 528 24 528 6 456 6 456-10 -

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) 3 648 (4 737) (5 363) Change in inventory 44 276 (28 120) 3 269 4 514 Change in receivables 79 042 119 603 (30 525) 67 613 Change in liabilities (174 765) (143 787) 15 475 (176 943) Change in prepayments and accruals 23 483 (15 940) 25 631 10 946 (33 292) (64 596) 9 113 (99 233) - 11 -

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. - 12 -

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 2005. 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 6.011 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. - 13 -

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 09.08. # of shares % of votes at the Shareho lders Meeting Changes in the number of shares As at 30.09.*/ Changes in As at 14.11. # of shares % of votes at the Shareholde rs Meeting 30.09. to 14.11. # of shares % of votes at the Shareholders Meeting BBI Capital S.A. 1,000,000 12,53%. 1,000,000 9.24% 1,000,000 9.24% Tomasz Sielicki 568,841 7.13% 558,841 5.17% (30.000) 528,841 4.89% CU OFE BPH CU WBK 600,000 7.52% n/a n/a 650,000 6.011% ING Nationale- Nederlanden Polska OFE 500,000 6.26% 704,000 6.51% 704,000 6.51% Pioneer Pekao Investment 561,164 7.03% 688,894 6.37% 688,894 6.37% Management SA Commercial Union Investment Mamagement 632,801 5.85% n/a n/a n/a n/a AIG Otwarty Fundusz Emerytalny 573,415 5.30% 573,415 5.30% 573,415 5.30% */ 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 09.08. Increase of the share portfolio Decreases # of shares purchase of shares realizatio n of options of the share portfolio, disposal of shares As at 30.09. Changes from 30.09.07 to 14.11.07 # of shares As at 14.11. Piotr Kardach - - - - - - Bogdan Kosturek - 21.885 - - 21.885 (2.250) 19.635 Andrzej Kosturek - - - - - - Jacek Kujawa - - - - - - Andrzej Marciniak - - - - - - Rajmund Gral - - - - - - */ decreases relating to a change in the composition of the management board - 14 -

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 30.09. As at As at As at rights to realize portfolio option to SHARE OPTIONS 09.08. 30.09. 14.11. options realization 14.1. Piotr Kardach - - - - - - Elżbieta Bujniewicz- Belka 96.967 - (96.967)* - - - Bogdan Kosturek - - - - - - Andrzej Kosturek - - - - - - Jacek Kujawa 3.650 - - 3.650-3.650 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 30.09. As at As at As at rights to realize portfolio option to 09.08. 30.09. 14.11. options realization 14.11. Jacek Kseń - - - - - - Tomasz Sielicki 120.217 - - - - 120.217 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 - 2011. - 15 -

Consolidated quarterly financial statements as of Gross book value 30.09. Net book value 30.09. Impact of depreciation on the Group's financial result for Q3 and estimates of depreciation charges in following periods Q3 / Q4 / 2008 2009 2010 2011 Non-tangible assets acquired with EMAX Group A. Business relations of EMAX Group 28 531 23 405 (1 281) (1 281) (5 126) (5 126) (5 036) (4 693) (3 568) B. Signed contracts of EMAX Group 11 340 3 424 (1 363) (1 362) (5 451) (2 008) (56) 0 0 C. Product trade marks of EMAX Group 18 482 15 248 (462) (462) (1 848) (1 848) (1 848) (1 848) (1 848) D. Trade marks: Emax, Winuel oraz Max Elektronik 64 543 25 934 (1 526) (1 526) (6 102) (6 102) (6 102) (6 102) (6 102) Total 122 897 68 011 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 880 880 3 520 2 866 2 478 2 402 2 188 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 193.559 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 43.399 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. - 16 -

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. - 17 -

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: 116 572 396 579 130 728 379 534 Net income from sale of products 91 924 273 600 111 185 310 748 Net income from sale of goods and materials 24 648 122 979 19 543 68 786 Cost of sales of products, goods and materials including: (104 241) (339 372) (99 041) (282 184) Cost of sales of products (81 613) (226 789) (81 733) (220 246) Cost of sales of goods and materials (22 628) (112 583) (17 308) (61 938) Gross profit on sales 12 331 57 207 31 687 97 350 Other operating revenues 771 924 341 2 265 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 2 023 7 405 742 5 593 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 7 914 16 483 (180) 1 494 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) - 18 -

Consolidated quarterly financial statements as of Stand-alone balance sheet 31 December Fixed assets (long-term) Tangible fixed assets 30 449 20 404 22 086 Investment property 3 623 3 709 3 738 Goodwill 117 017 2 670 2 893 Other intangible assets 31 206 17 843 19 070 Financial assets valued at fair value via financial result 258 449 265 118 261 231 Deferred tax assets 26 431 11 470 10 956 467 175 321 214 319 974 Current assets (short-term) Inventories 50 771 22 289 23 476 Trade and other receivables 142 677 198 496 132 701 Income tax receivables - 4 001 - Short-term prepayments 41 485 49 017 38 604 Loans granted 3 062 2 048 1 916 Financial assets valued at fair value via financial result 1 661 705 2 806 Cash and cash equivalents 17 480 9 666 4 989 257 136 286 222 204 492 Total assets 724 311 607 436 524 466-19 -

Consolidated quarterly financial statements as of Stand-alone balance sheet 31 December Equity Share capital 14 009 11 171 11 167 Share premium 301 162 173 838 173 524 Other capital reserves 141 940 158 180 157 696 Accumulated profit /(loss) (81 729) (12 519) (15 766) Total equity 375 382 330 670 326 621 Long-term liabilities Other financial liabilities 3 155-1 000 Retirement benefits provision 293 261 289 Provisions for liabilities 939 - - Deferred tax provision 10 933 7 610 5 174 15 320 7 871 6 463 Short-term liabilities Short-term bank loans and credits 117 234 18 287 5 847 Trade and other liabilities 84 274 128 771 64 261 Income tax liabilities - 77 322 - Financial liabilities valued at fair value via financial result 88 027-75 223 Provisions 2 716 - - Short-term accruals 41 358 44 515 46 051 333 609 268 895 191 382 Total liabilities 348 929 276 766 197 845 Total equity and liabilities 724 311 607 436 524 466-20 -

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 6 894 48 861 5 156 297 156 302 8 305 220 362 Adjustments arsing from change of accounting principles - IFRS: granted management options IFRS 2 - - - 6 888 6 888 (6 888) - other IFRS adjustments taken to retained earnings - - - - - 1 730 1 730 re-measurement of equity to hyper-inflationary conditions Equity at 1 January (after restatement) under IFRS 3 196 4 680 - - - (7 876) - 10 090 53 541 5 163 185 163 190 (4 729) 222 092 Three months Equity as at 1 July 10 093 53 706 5 163 669 163 674 (6 398) 221 075 Taking up shares- execution of managerial options 46 3 382 - - - - 3 428 Net profit - - - - - (7 998) (7 998) Costs of managerial options - - - 484 484 (484) - Equity as at 10 139 57 088 5 164 153 164 158 (14 880) 216 505 Nine months Equity as at 1 January 10 090 53 541 5 163 185 163 190 (4 729) 222 092 Taking up shares- execution of managerial options 1 077 119 983 - - - - 121 060 IFRS adjustments recognized in accumulated profits - - - - - 1 421 1 421 Net profit / loss - - - - - (11 006) (11 006) Declared dividend - - - - (6 946) - (6 946) Costs of managerial options - - - 1 452 1 452 (1 452) - Equity as at 11 167 173 524 5 164 637 157 696 (15 766) 326 621-21 -

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 Three months Equity as at 1 July 14 009 301 162-141 325 141 325 (42 095) 414 401 Taking up shares- execution of managerial options - - - - - - - Net profit / loss - - - - - (39 634) (39 634) Costs of managerial options - - - 615 615-615 Equity as at 14 009 301 162-141 940 141 940 (81 729) 375 382 Nine months Equity as at 1 January 11 171 173 838-158 180 158 180 (12 519) 330 670 Taking up shares- execution of managerial options 43 3 754 - - - - 3 797 Issue of shares - merger with EMAX 2 795 123 570 - - - - 126 365 Net profit / loss - - - - - (75 171) (75 171) Appropriation of profit - - - - (5 961) 5 961 - Shares issue expenses - - - - (81) - (81) Declared dividend - - - - (10 813) - (10 813) Costs of managerial options - - - 615 615-615 Equity as at 14 009 301 162-158 795 141 940 (81 729) 375 382-22 -

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: 2 577 43 181 64 629 (1 450) Depreciation and amortisation 7 484 14 971 3 979 12 411 Foreign exchange (gains) /losses (419) (295) (676) (181) Net interest and share in profits - - (17) 1 695 (Profit) /loss on investment activity 8 151 19 071 (415) 270 Change in working capital (12 880) 8 733 62 968 (18 653) Costs of managerial options 205 615 484 1 452 Other adjustments 36 86 (1 694) 1 556 Cash from operations (44 971) (48 473) 63 408 (13 950) Income tax (paid) / returned - - 5 765 - Net cash flow from operating activities (44 971) (48 473) 69 173 (13 950) Cash flow from investing activities Proceeds from sale of fixed and intangible assets 277 502 373 801 Dividends received - 4 988 1 995 1 995 Sale / (purchase) of financial assets - - 4 577 4 577 Interest received - 7 16 16 Sale / (purchase) of short-term securities - - 1 479 79 785 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) 500 500 Other investment expenditures and receipts 14 559 (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) 8 150 (53 734) 13 614-3 797 2 131 6 060 Dividends and other payments to shareholders (10 131) (10 131) (6 655) (6 655) Receipts from loans and credits 51 766 51 766 (31 319) 5 847 Repayment of loans and credits - (7 185) - (125) Issue of interest-bearing bonds - 9 890 - - Redemption of interest-bearing bonds - - - (67 669) Interest paid - - 415 (28 734) Other financing expenditures and receipts - - 82 - Net cash flow from financing activities 41 635 48 137 (35 346) (91 276) Net change in cash and cash equivalents (7 416) 7 814 (19 907) (91 612) Cash and cash equivalents at period beginning 24 896 9 666 24 896 96 601 Cash and cash equivalents at period end 17 480 17 480 4 989 4 989-23 -

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) 7 010 (2 516) (3 867) Change in inventory (1 024) (28 482) 3 281 5 184 Change in receivables 50 525 59 818 (34 642) 43 561 Change in liabilities (77 078) (13 509) 76 613 (67 935) Change in prepayments and accruals 19 499 (16 104) 20 232 4 404 (12 880) 8 733 62 968 (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 - 24 -